JEFFERSON PILOT VARIABLE FUND INC, 485APOS, 2000-02-16

JEFFERSON PILOT VARIABLE FUND INC
485APOS, 2000-02-16

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<PAGE>
Registration No. 2-94479
811-4161

As filed with the Securities and Exchange Commission on February 16, 2000.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

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

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

Pre-effective Amendment No.

Post-effective Amendment No. 26 /X/

and/or

REGISTRATION STATEMENT UNDER
THE INVESTMENT COMPANY ACT OF 1940

Amendment No. 27 /X/

Jefferson Pilot Variable Fund, Inc.
(Exact name of Registrant as Specified in Charter)

One Granite Place
Concord, New Hampshire 03301
(Address of Principal Executive Offices)

603-226-5000
(Registrant's Telephone Number)

Ronald R. Angarella, President
One Granite Place
Concord, New Hampshire 03301
(Name and Address of Agent for Service)

<TABLE>
<S> <C>
Copies To:

CRAIG D. MORESHEAD, Esq. JOAN BOROS, Esq.
Jefferson Pilot Variable Fund, Inc. Jordan, Burt, Boros, Cicchetti, Beremson & Johnson LLP
One Granite Place 1025 Thomas Jefferson Street, N.W.
Concord, NH 03301 Washington, D.C. 20007

</TABLE>

It is proposed that this filing will become effective on May 1, 2000
pursuant to Rule 485 (a)(2).

<PAGE>

JEFFERSON PILOT VARIABLE FUND, INC.

CROSS REFERENCE SHEET

Cross reference between items on Form N-1A and Parts A, B and C of the
registration statement.

<TABLE>
<S> <C>
Item No.
of Form N-1A Part A-Prospectus
- - ----------------------------------------------------------------------------------------------------------------------
1 Cover Page
2 Objectives, Strategies, Risks, Past Performance and Expenses
3 Not Applicable
4 Objectives, Strategies, Risks, Past Performance and Expenses
5 Not Applicable
6 About Jefferson Pilot Variable Fund, Inc.; The Investment Advisor
7 Buying and Selling Shares; Taxes and Dividends
8 Buying and Selling Shares
9 Objectives, Strategies, Risks, Past Performance and Expenses

Item No.
of Form N-1A Part B-Statement of Additional Information
- - ----------------------------------------------------------------------------------------------------------------------
10 Cover Page, Table of Contents
11 Business History
12 Business History; Investment Restrictions; Secondary Investment Strategies;
Description of Certain Investments and Risk Considerations
13 Management of the Fund
14 Control Persons and Principal Holders of Securities
15 Investment Advisory and Other Services
16 Portfolio Transactions and Brokerage Allocations
17 Capital Stock
18 Offering and Redemption of Shares, Determinations of Net Asset Value
19 Federal Tax Matters
20 Offering and Redemption of Shares
21 Performance and Yield Information
22 Financial Statements

Item No.
of Form N-1A Part C-Other Information
- - ----------------------------------------------------------------------------------------------------------------------
23 Exhibits
24 Persons Controlled by or Under Common Control
25 Indemnification
26 Business and Other Connections of Investment Advisor
27 Principal Underwriters
28 Location of Accounts and Records
29 Not Applicable
30 Not Applicable
</TABLE>

<PAGE>

Prospectus: May 1, 2000

Jefferson Pilot
Variable Fund, Inc.
- --------------------------------------------------------------------------------

Shares of the Jefferson Pilot Variable Fund, Inc. are available as investment
options within variable life insurance policies and variable annuities issued
by Jefferson Pilot Financial Insurance Company, Alexander Hamilton Life
Insurance Company of America, and their subsidiaries and affiliates. The
Portfolios of the Jefferson Pilot Variable Fund, Inc. are:

International Equity Portfolio

World Growth Stock Portfolio

Global Hard Assets Portfolio

Emerging Growth Portfolio

Capital Growth Portfolio

Small Company Portfolio

Growth Portfolio

S&P 500 Index Portfolio

Growth and Income Portfolio

Balanced Portfolio

High Yield Bond Portfolio

Money Market Portfolio

The Securities and Exchange Commission does not guarantee that the information
in this prospectus
is accurate or complete, nor has it approved or disapproved these securities.
It is a criminal offense to state otherwise.

[Jefferson Pilot Financial Logo]

<PAGE>

contents
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
<S> <C> <C>
A look at objectives, International Equity Portfolio 2
strategies, risks and past
performance for World Growth Stock Portfolio 4
each portfolio.
Global Hard Assets Portfolio 6

Emerging Growth Portfolio 8

Capital Growth Portfolio 10

Small Company Portfolio 12

Growth Portfolio 14

S&P 500 Index Portfolio 16

Growth and Income Portfolio 18

Balanced Portfolio 20

High Yield Bond Portfolio 22

Money Market Portfolio 24

Other Portfolio Information Additional Risk Factors 26
Fund Management
About Jefferson Pilot Variable Fund, Inc. 29

The Investment Adviser 29

Shareholder Information Buying and Selling Shares 32

Taxes and Dividends 33

To Learn More 34

</TABLE>

This Prospectus does not constitute an offering in any jurisdiction in which
such offering may not lawfully be made. No person is authorized to make any
representations in connection with this offering other than those contained in
this prospectus, in the Statement of Additional Information, and in the
attached prospectus for the policy.

<PAGE>

A look at objectives, strategies, risks, and past performance for each
portfolio

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

> INTERNATIONAL EQUITY PORTFOLIO

Investment Objectives:

The International Equity Portfolio's investment objective is long-term
capital appreciation. The Portfolio will be "non-diversified" as defined in
the Investment Company Act of 1940. See "Main Risk Factors" below.

Principal Investment Strategies:

The Portfolio will seek to achieve its objective by investing at least 65% of
its total assets in equity and equity-related securities (including
Depository Receipts) of companies from countries outside of the United
States. Issuers of such securities may include smaller, emerging companies.

While the investment policy of the Portfolio is to be broadly diversified as
to both countries and individual issuers, the Sub-Adviser, Lombard Odier
International Portfolio Management Limited ("Lombard Odier"), selects
individual countries and securities based upon criteria such as return on
equity, book value, earnings, dividends, and interest rates in each market.
Lombard Odier primarily looks for strong earnings growth at a reasonable
price and will also endeavor to identify industry, political, and
geographical trends which may affect equity values within individual
countries or among a group of countries.

Once purchased, a stock can be sold for positive (successful) and negative
(defensive) reasons. Positive reasons include: controlling the size of the
holding; achieving the performance objectives; and locking in a profit.
Negative reasons would include: deteriorating fundamental or technical
outlook; better ideas; and to prevent conspicuous underperformance from
adversely affecting overall Portfolio performance.

The Portfolio may lend portfolio securities to unaffiliated brokers, dealers
and financial institutions provided that (a) immediately after any such loan,
the value of the securities loaned does not exceed 15% of the total value of
the Portfolio's assets, and (b) any securities loan is collateralized in
accordance with applicable regulatory requirements. The Portfolio may
purchase securities on a when-issued basis. The Portfolio may invest up to
10% of its assets in illiquid securities.

Main Risk Factors (See also "Additional Risk Factors" at page 26):

Since the International Equity Portfolio is not "diversified" as defined by
the Investment Company Act of 1940, it may invest a greater percentage of its
assets in any single issuer or on a single industry than otherwise
permissible for a diversified investment company. As a result, the portfolio
will be more susceptible to adverse developments affecting any single issuer
or industry. The Portfolio is intended for investors who can accept the risks
involved in investments in equity and equity-related securities of non-U.S.
issuers, as well as in foreign currencies and in the active management
techniques that the Portfolio generally employs.

The main risk factors are as follows:

> Market Risk: Prices of securities held by the Portfolio may fall due to
changing economic, political or market conditions, disappointing earnings or
other factors. As a result, your investment may decline in value.

> Foreign Investments: Investing in foreign securities involves risks relating
to political, social and economic developments and instability abroad, as
well as risks resulting from the lack of adequate and accurate information.
Risks may also result from the differences between the regulations to which
U.S. and foreign issuers and markets are subject. Changes in currency
exchange rates could reduce gains or create losses.

> Emerging Growth Risk: The Portfolio is slightly tilted towards companies that
are below the index average in terms of market capitalization. Investments in
such companies may be subject to more abrupt or erratic market movements and
may involve greater risks than investments in other companies.

> Liquidity: Many small company stocks trade less frequently and in smaller
volume than stocks of larger companies, and the Portfolio may experience
difficulty in closing out positions at prevailing market prices.

<PAGE>

Performance Tables (International Equity Portfolio)

The tables below illustrate the risks of investing in the International Equity
Portfolio by showing changes in performance from year to year and by comparing
the Portfolio's average annual returns for 1 year and since inception to those
of a broad-based index. As with all funds, past performance is not necessarily
indicative of the future.

Annual Total Return (A)

98 21.66%
99 32.54%

Best Quarter-4th quarter, 1998 +20.42%
Worst Quarter-3rd quarter, 1998 -12.93%

Total Return Comparison(A) 1 YR Since Inc.(1)
International Equity 32.54% 27.02%
MSCI EAFE Index 25.27% 21.70%

(1) Return calculated from inception date, 1/1/98

Financial Highlights (International Equity Portfolio)

<TABLE>
<CAPTION>
Year Ended
December 31, 1998
------------------
<S> <C>
Net asset value, beginning of year ..................................................... $ 10.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income .................................................................
Net gains and losses on securities and foreign currency (both realized and unrealized) 2.16
----------
Total from investment operations ....................................................... 2.16
LESS DISTRIBUTIONS TO SHAREHOLDERS
Dividends from net investment income ..................................................
Dividends in excess of net investment income ..........................................
Distributions from capital gains ...................................................... (0.04)
Distributions in excess of capital gains ..............................................
Returns of capital ....................................................................
----------
Total distributions .................................................................... (0.04)
Net asset value, end of year ........................................................... $ 12.12
==========
Total Return (A) ....................................................................... 21.66%
Ratios to Average Net Assets:
Expenses .............................................................................. 1.55%
Net investment income ................................................................. 0.04%
Portfolio Turnover Rate ................................................................ 77.23%
Net Assets, At end of year ............................................................. $16,576,281
</TABLE>

(A) Performance shown assumes reinvestment of all dividends during the year and
does not reflect deduction of account fees and charges that apply to
separate accounts or related insurance policies. If such fees and charges
were included the returns would be less than those shown. Investment returns
and principal values will fluctuate and shares, when redeemed, may be worth
more or less than the original cost.

<PAGE>

> WORLD GROWTH STOCK PORTFOLIO

Investment Objectives:

The investment objective of the World Growth Stock Portfolio is long-term
capital growth, which it seeks to achieve through a flexible policy of
investing primarily in stocks of companies organized in the United States or
in any foreign nation. A portion of the Portfolio may also be invested in
debt obligations of companies and governments of any nation. Any income
realized will be incidental.

Principal Investment Strategies:

The World Growth Stock Portfolio seeks investment opportunities in all types
of securities issued by companies or governments of any nation. Investments
are primarily made in common stocks, but may also include preferred stocks
and certain debt securities. The Portfolio will generally be composed of
investments from among many different industries. As a general matter, the
Portfolio will be invested in a minimum of five different foreign countries.

The Sub-Adviser, Templeton Global Advisors Limited ("Templeton"), emphasizes
a "value" approach to selecting stocks with the goal of identifying those
companies selling at the greatest discount to future intrinsic value.
Templeton employs a "bottom-up" selection process which focuses on the
financial condition and competitiveness of individual companies. While
historical value measures (e.g. P/E ratios, operating profit margins,
liquidation value) are important to this process, the primary factor in
selecting individual stocks is a company's current price relative to its
future or long-term earnings potential, or real book value, whichever is
appropriate. Securities are evaluated with a five-year investment horizon. A
stock may be sold because there is substantially greater value in another
stock, the stock approaches the "fair value" target price, or due to a
deterioration in the fundamentals upon which the stock was purchased.

The Portfolio may enter into agreements with banks or broker-dealers to
purchase some securities on a "forward commitment," "when issued" or on a
"delayed delivery" basis. The securities so purchased are subject to market
fluctuations so that at the time of delivery, the value of such securities
may be more or less than the purchase price.

Main Risk Factors (See also "Additional Risk
Factors" at page 26):

<PAGE>

Performance Tables (World Growth Stock Portfolio)

The tables below illustrate the risks of investing in the World Growth Stock
Portfolio by showing changes in performance from year to year and by comparing
the Portfolio's average annual returns for 1, 5, and 10 years to those of a
broad-based index. As with all funds, past performance is not necessarily
indicative of the future.

Annual Total Return(A)

1990 -10.34%
1991 22.47%
1992 6.07%
1993 33.73%
1994 -3.05%
1995 16.35%
1996 19.22%
1997 15.33%
1998 2.85%
1999 20.86%

Best Quarter-4th quarter, 1998 +13.46%
Worst Quarter-3rd quarter, 1990 -16.69%

<TABLE>
<CAPTION>
1 YR 5 YR 10 YR
Total Return Comparison(A) ---------- ---------- -----------
<S> <C> <C> <C>
World Growth Stock 20.86% 14.74% 11.62%
MSCI World Index 23.56% 18.07% 9.60%
</TABLE>

Financial Highlights (World Growth Stock Portfolio)

<TABLE>
<CAPTION>
Year Ended Year Ended
December 31, December 31,
1998 1997
---------------- ----------------
<S> <C> <C>
Net asset value, beginning of year ............... $ 23.28 $ 23.31
INCOME FROM INVESTMENT OPERATIONS
Net investment income ........................... 0.56 0.53
Net gains and losses on securities and
foreign currency (both realized and
unrealized) .................................... 0.12 2.97
------------ -----------
Total from investment operations ................ 0.68 3.50
LESS DISTRIBUTIONS TO SHAREHOLDERS
Dividends from net investment income ............ (0.47) (0.53)
Dividends in excess of net investment
income ......................................... (0.03)
Distributions from capital gains ................ (1.59) (2.76)
------------ -----------
Distributions in excess of capital gains ........ (0.21)
Returns of capital ..............................
Total distributions ............................. (2.06) (3.53)
Net asset value, end of year ..................... $ 21.90 $ 23.28
============ ============
Total Return (A) ................................. 2.85% 15.33%
Ratios to Average Net Assets:
Expenses ........................................ 0.92% 0.91%
Net investment income ........................... 2.44% 2.33%
Portfolio Turnover Rate .......................... 33.95% 30.22%
Net Assets, At end of year ....................... $110,897,303 $105,567,503

<CAPTION>
Year Ended Year Ended Year Ended
December 31, December 31, December 31,
1996 1995 1994
-------------- -------------- ----------------
<S> <C> <C> <C>
Net asset value, beginning of year ............... $ 21.20 $ 19.00 $ 20.89
INCOME FROM INVESTMENT OPERATIONS
Net investment income ........................... 0.49 0.45 0.25
Net gains and losses on securities and
foreign currency (both realized and
unrealized) .................................... 3.56 2.65 (0.89)
----------- ---------- -----------
Total from investment operations ................ 4.05 3.10 (0.64)
LESS DISTRIBUTIONS TO SHAREHOLDERS
Dividends from net investment income ............ (0.48) (0.43) (0.25)
Dividends in excess of net investment
income .........................................
Distributions from capital gains ................ (1.46) (0.47) (0.81)
Distributions in excess of capital gains ........ (0.19)
Returns of capital ..............................
----------- ---------- -----------
Total distributions ............................. (1.94) (0.90) (1.25)
Net asset value, end of year ..................... $ 23.31 $ 21.20 $ 19.00
=========== =========== ===========
Total Return (A) ................................. 19.22% 16.35% (3.05%)
Ratios to Average Net Assets:
Expenses ........................................ 0.88% 0.96% 1.00%
Net investment income ........................... 2.20% 2.31% 1.56%
Portfolio Turnover Rate .......................... 27.50% 18.09% 18.47%
Net Assets, At end of year ....................... $91,995,634 $73,692,357 $52,903,768
</TABLE>

(A) Performance shown assumes reinvestment of all dividends during the year and
does not reflect deduction of account fees and charges that apply to the
separate accounts or related insurance policies. If such fees and charges
were included the returns would be less than those shown. Investment returns
and principal values will fluctuate and shares, when redeemed, may be worth
more or less than the original cost.

<PAGE>

> GLOBAL HARD ASSETS PORTFOLIO

Investment Objectives:

The Portfolio seeks long-term capital appreciation by globally investing
primarily in "Hard Asset Securities." Income is a secondary consideration.

Principal Investment Strategies:

Hard Asset Securities include equity and debt securities of "Hard Asset
Companies" and securities, including structured notes, whose value is linked
to the price of a Hard Asset commodity or a commodity index. "Hard Asset
Companies" includes companies that are directly or indirectly (whether
through supplier relationships, servicing agreements or otherwise) engaged to
a significant extent in the exploration, development, production or
distribution of one or more of the following (together "Hard Assets"): (i)
precious metals, (ii) ferrous and non-ferrous metals, (iii) oil and gas,
petroleum, petrochemicals or other hydrocarbons, (iv) forest productions, (v)
real estate and (vi) other basic non-agricultural commodities.

Under normal market conditions, the Portfolio will invest at least 65% of its
total assets in "Hard Asset Securities" and the Portfolio will invest at
least 5% of its assets in each of the first five sectors listed above. The
Portfolio has a fundamental policy of concentrating in such industries and
may invest up to 50% of its assets in any one of the above sectors during
periods when the Sub-Adviser, Van Eck Associates Corporation, believes that a
particular sector offers highly attractive opportunities based upon
valuations, industry timeliness, important technological developments or
other appropriate considerations. Therefore, it may be subject to greater
risks and market fluctuations than other investment companies with more
diversified portfolios.

The Portfolio seeks investment opportunities worldwide. Under normal
conditions, the Portfolio will invest its assets in at least three countries
including the United States. There is no limitation or restriction on the
amount of assets to be invested in any one country, developed or
underdeveloped. Global investing involves economic and political conditions
not typically applicable to the U.S. markets.

The Portfolio may invest in lower quality, high-yielding debt securities
(commonly referred to as "junk bonds") of Hard Asset Companies rated as low
as CCC by S&P or Caa by Moody's. Although the Global Hard Assets Portfolio
will not invest in real estate directly, it may invest up to 50% of its
assets in equity securities of Real Estate Investment Trusts ("REITs") and
other real estate industry companies or companies with substantial real
estate investments. REITs are pooled investment vehicles which invest
primarily in income producing real estate or real estate related loans or
interests. The Global Hard Assets Portfolio may make short sales of equity
securities. Short sales may incur higher transaction costs than regular
securities transactions. Main Risk Factors (See also "Additional Risk
Factors" at page 26):

> Market Risk: Prices of securities held by the Portfolio may fall due to
changing economic, political or market conditions, or other factors. As a
result, your investment may decline in value.

> Foreign Investments: Investing in foreign securities involves risks
relating to political, social and economic developments and instability
abroad, as well as risks resulting from the lack of adequate and accurate
information. Risks may also result from the differences between the
regulations to which U.S. and foreign issuers are subject. Changes in
currency exchange rates could reduce gains or create losses.

> Active Trading: The Portfolio's active trading approach will increase
trading costs which may affect performance. High portfolio turnover can on
some occasions result in significant tax consequences to investors.
(See "Portfolio Turnover" at page 28.)

> Hard Asset Securities: greater volatility of energy and basic material
prices, instability of supply, risks associated with extraction of natural
resources, and governmental events which could affect production and
marketing.

> Illiquidity: The Portfolio may hold illiquid securities which may be
difficult to sell at satisfactory prices.

> Credit: The ability of issuers of fixed income securities to make principal
and interest payments timely.

> Precious Metals: Precious metal trading is highly speculative and its markets
are at times volatile. Prices are affected by factors such as cyclical
economic conditions, political events and monetary policies of various
countries. Due to U.S. tax law, the Portfolio may be required to hold or sell
precious metals when it would not otherwise do so.

> REITS: REITS are subject to risks associated with real estate and in
addition, interest rate risk, heavy cash flow dependency, default by
borrowers, self-liquidation, and failure to qualify for tax exemption for
distributed income.

<PAGE>

Performance Tables (Global Hard Assets Portfolio)

The tables below illustrate the risks of investing in the Global Hard Assets
Portfolio by showing changes in performance from year to year and by comparing
the Portfolio's average annual returns for 1, 5, and 10 years to the returns of
a broad-based index (S&P 500) and to the returns of a more narrowly based index
(Lipper Benchmark) which better reflects the market sectors in which the
Portfolio invests. As with all funds, past per formance is not necessarily
indicative of the future.

Annual Total Return(A)

90 -24.26%
91 -5.51%
92 -3.25%
93 64.29%
94 -13.78%
95 2.76%
96 2.57%
97 44.63%
98 -13.85%
99 19.15%

Best Quarter-2nd quarter, 1993 +29.53%
Worst Quarter-4th quarter, 1997 -32.39%

<TABLE>
<CAPTION>
Total Return 1 YR 5 YR 10 YR
Comparison(A) ------------ ------------ -----------
<S> <C> <C> <C>
Global Hard Assets 19.15% -9.74% -5.18%
S&P 500 Index 21.04% 28.51% 18.17%
Lipper Benchmark 31.02% -8.49% -3.71%
</TABLE>

The investment objective of the Portfolio was changed on 5/1/98. The Lipper
Benchmark reflects the performance of the Lipper Gold Fund Average from 8/1/85
through 4/30/98 and the Lipper Natural Resources Fund Average from 5/1/98
through 12/31/99. The Lipper Gold Fund and Natural Resources Fund averages are
based on the returns of all mutual funds within the corresponding objective as
compiled by Lipper Analytical Services.

Financial Highlights (Global Hard Assets Portfolio)

<TABLE>
<CAPTION>
Year Ended Year Ended Year Ended Year Ended Year Ended
December 31, December 31, December 31, December 31, December 31,
1998 1997 1996 1995 1994
-------------- -------------- -------------- -------------- ---------------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of year ................ $ 8.92 $ 16.60 $ 16.61 $ 16.25 $ 19.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) ..................... 0.17 0.02 (0.03) 0.05 0.03
Net gains and losses on securities and
foreign currency (both realized and
unrealized) ..................................... (1.41) (7.30) 0.45 0.40 (2.65)
---------- ----------- ---------- ---------- -----------
Total from investment operations .................. (1.24) (7.28) 0.42 0.45 (2.62)
LESS DISTRIBUTIONS TO SHAREHOLDERS
Dividends from net investment income ............. (0.13) (0.02) (0.05) (0.03)
Dividends in excess of net investment
income .......................................... (0.07) (0.04)
Distributions from capital gains ................. (0.43)
Distributions in excess of capital gains ......... (0.31) (0.10)
Returns of capital ...............................
---------- ----------- ---------- ---------- -----------
Total distributions ............................... (0.13) (0.40) (0.43) (0.09) (0.13)
Net asset value, end of year ...................... $ 7.55 $ 8.92 $ 16.60 $ 16.61 $ 16.25
========== ========== ========== ========== ==========
Total Return (A) .................................. (13.85%) (44.63%) 2.57% 2.76% (13.77%)
Ratios to Average Net Assets:
Expenses ......................................... 1.44% 1.07% 1.04% 1.01% 0.99%
Net investment income ............................ 2.13% 0.63% (0.11%) 0.24% 0.18%
Portfolio Turnover Rate ........................... 193.80% 19.70% 64.78% 23.98% 11.12%
Net Assets, At end of year ........................ $4,333,663 $5,204,654 $7,554,427 $6,867,645 $7,351,625
</TABLE>

(A) Performance shown assumes reinvestment of all dividends during the year and
does not reflect deduction of account fees and charges that apply to the
separate account or related insurance policies. If such fees and charges
were included the returns would be less than those shown. Investment returns
and principal values will fluctuate and shares, when redeemed, may be worth
more or less than the original cost.

<PAGE>

> EMERGING GROWTH PORTFOLIO

Investment Objectives:

The Emerging Growth Portfolio seeks to provide long-term growth of capital.
Dividend and interest income from portfolio securities, if any, is incidental
to the Portfolio's investment objective of long term growth of capital.

Principal Investment Strategies:

The Portfolio invests, under normal market conditions, at least 80% of its
total assets in common stocks and related securities, such as preferred
stocks, convertible securities and depository receipts for those securities,
of emerging growth companies. The Portfolio may invest up to 25% of its total
assets in foreign securities. Emerging growth companies are companies which
the Sub-Adviser, Massachusetts Financial Services Company ("MFS"), believes
are either:

> early in their life cycle, but which have the potential to become major
enterprises, or

> are major enterprises whose rates of earnings growth are expected to
accelerate because of special factors, such as rejuvenated management, new
products, changes in consumer demand, or basic changes in the economic
environment.

MFS uses a "bottom-up" investment style in managing the Portfolio. This means
that securities are selected based upon fundamental analysis performed by
MFS' large group of equity research analysts focusing on the financial
condition and competitiveness of individual companies. Securities are not
selected based upon the type of industries to which they belong.

Main Risk Factors (See also "Additional Risk Factors" at page 26):

The nature of investing in emerging growth companies involves greater risk
than is customarily associated with investments in more established
companies. Shares of the Portfolio, therefore, are subject to greater
fluctuation in value than shares of a conservative equity Portfolio or of a
growth Portfolio which invests entirely in proven growth stocks. Given the
above-average investment risk inherent to the Emerging Growth Portfolio,
investment in shares of the Portfolio should not be considered a complete
investment program and may not be appropriate for all investors. The main
risks of investing in the Portfolio are:

> Market Risk: Prices of securities held by the Portfolio may fall due to
changing economic, political or market conditions, disappointing earnings
results or other factors. As a result, your investment may decline in
value.

> Emerging Growth Risk: Investments in emerging growth companies may be
subject to more abrupt or erratic market movements and may involve greater
risks than investments in other companies. This is because emerging growth
companies often have narrower markets and more limited managerial and
financial resources than larger, more established companies.

Foreign Investments: Investing in foreign securities involves risks
relating to political, social and economic developments and instability
abroad, as well as risks resulting from the lack of adequate and accurate
information. Risks may also result from the differences between the
regulations to which U.S. and foreign issuers and markets are subject.
Changes in currency exchange rates could reduce gains or create losses.

Active Trading: The Portfolio's active trading approach will increase
trading costs which may affect performance. High portfolio turnover can on
some occasions result in significant tax consequences to investors. (See
"Portfolio Turnover, at page 28.)

8
<PAGE>

> Performance Tables (Emerging Growth Portfolio)

The tables below illustrate the risks of investing in the Emerging Growth
Portfolio by showing changes in performance from year to year and by
comparing the Portfolio's average annual returns for 1 year and since
inception to those of a broad-based index. As with all funds, past
performance is not necessarily indicative of the future.

Annual Total Return(B)
96 18.30%
97 20.47%
98 32.93%
99 76.51%

Best Quarter-4th quarter, 1999 +55.83%
Worst Quarter-3rd quarter, 1998 -13.50%

<TABLE>
<CAPTION>
1 YR Since Inc.(1)
Total Return Comparison(B) ---------- -----------
<S> <C> <C>
Emerging Growth 76.51% 37.62%
Russell 2000 Index 21.26% 16.27%
</TABLE>

(1) Return calculated from inception date, 5/1/95.

Financial Highlights (Emerging Growth Portfolio)

<TABLE>
<CAPTION>
Period From
May 1, 1995
Year Ended Year Ended Year Ended Through
December 31, December 31, December 31, December 31,
1998 1997 1996 1995(A)
---------------- ---------------- ---------------- ------------------
<S> <C> <C> <C> <C>
Net asset value, beginning of year .................... $ 17.47 $ 15.23 $ 13.29 $ 10.00
INCOME FROM INVESTMENT OPERATIONS
Net investment loss .................................. (0.11) (0.07) (0.05) (0.04)
Net gains and losses on securities and foreign
currency (both realized and unrealized) ............. 5.85 3.19 2.48 3.33
---------- ----------- ---------- ----------
Total from investment operations ...................... 5.74 3.12 2.43 3.29
LESS DISTRIBUTIONS TO SHAREHOLDERS
Dividends from net investment income .................
Dividends in excess of net investment income .........
Distributions from capital gains ..................... (0.06) (0.88) (0.49)
Distributions in excess of capital gains ............. (0.11)
Returns of capital ...................................
---------- ----------- ---------- ----------
Total distributions ................................... (0.17) (0.88) (0.49) 0.00
Net asset value, end of year .......................... $ 23.04 $ 17.47 $ 15.23 $ 13.29
=========== =========== =========== ==========
Total Return (B) ...................................... 32.93% 20.47% 18.30% 32.91%
Ratios to Average Net Assets:
Expenses ............................................. 0.94% 1.00% 1.16% 1.63% (C)
Net investment income ................................ (0.61%) (0.61%) (0.48%) (0.84%)(C)
Portfolio Turnover Rate ............................... 77.07% 122.85% 94.58% 30.31%
Net Assets, At end of year ............................ $95,795,377 $56,229,175 $30,794,030 $11,439,524
</TABLE>

(A) Per share data calculated from the initial offering date, May 1, 1995, for
sale to Jefferson Pilot Financial Separate Account A.

(B) Performance shown assumes reinvestment of all dividends during the year and
does not reflect deduction of account fees and charges that apply to the
separate account or related insurance policies. If such fees and charges
were included the returns would be less than those shown. Investment returns
and principal values will fluctuate and shares, when redeemed, may be worth
more or less than the original cost. Total return figures for periods less
than one year have not been annualized.

<PAGE>

> CAPITAL GROWTH PORTFOLIO

Investment Objectives:

The investment objective of the Capital Growth Portfolio is to seek capital
growth. Realization of income is not a significant investment consideration
and any income realized will be incidental.

Principal Investment Strategies:

The Capital Growth Portfolio will invest primarily in common stocks when the
Sub-Adviser, Janus Capital Corporation ("Janus"), believes that the market
environment favors investment in those securities. Common stock investments
are selected in industries and companies that Janus believes are experiencing
favorable demand for their products and services and that operate in a
favorable environment from a competitive and regulatory standpoint. The
Portfolio may also invest in U.S. Government Obligations, corporate bonds and
debentures, high grade commercial paper, preferred stocks, convertible
securities, warrants or other securities of U.S. issuers when Janus perceives
an opportunity for capital growth from such securities or so that the
Portfolio may receive a return on its idle cash. Investments may also be made
in foreign securities. Pursuant to an exemptive order received by Janus from
the SEC, the Portfolio may also invest in money market funds managed by Janus
as a means of receiving a return on idle cash.

Janus generally takes a "bottom up" approach to building the Portfolio,
focusing on the financial condition and competitiveness of individual
companies. Janus seeks to identify companies with earnings growth potential
that may not be recognized by the market at large. Although themes may
emerge, securities are generally selected without regard to any defined
industry sector or other similarly defined selection procedure.

It is the policy of the Capital Growth Portfolio to purchase and hold
securities for capital growth. However, changes in the Portfolio will
generally be made without reference to the length of time a security has been
held. Thus, a significant number of short-term transactions may result. To a
limited extent, the Portfolio may also purchase individual securities in
anticipation of relatively short-term price gains, and the rate of portfolio
turnover will not be a determining factor in the sale of such securities.

Main Risk Factors (See also "Additional Risk Factors" at page 26):

> Small Company Risk: Investments in small companies may be subject to more
abrupt or erratic market movements and may involve greater risks than
investments in other companies. This is because small companies often have
narrower markets and more limited managerial and financial resources than
larger, more established companies.

<PAGE>

Performance Tables (Capital Growth Portfolio)

The tables below illustrate the risks of investing in the Capital Growth
Portfolio by showing changes in performance from year to year and by comparing
the Portfolio's average annual returns for 1 year, 5 years, and since inception
to those of a broad-based index. As with all funds, past performance is not
necessarily indicative of the future.

Annual Total Return(A)
93 24.73%
94 -3.26%
95 41.74%
96 19.25%
97 29.41%
98 38.47%
99 44.66%

Best Quarter-4th quarter, 1999 +30.98%
Worst Quarter-3rd quarter, 1998 -12.19%

<TABLE>
<CAPTION>
1 YR 5 YR Since Inc.(1)
Total Return Comparison(A) ----------- ----------- ------------
<S> <C> <C> <C>
Capital Growth 44.66% 34.38% 28.21%
S&P 500 Index 21.04% 28.51% 20.62%
</TABLE>

(1) Return calculated from inception date, 5/1/92.

Financial Highlights (Capital Growth Portfolio)

<TABLE>
<CAPTION>
Year Ended Year Ended
December 31, December 31,
1998 1997
----------------- ----------------
<S> <C> <C>
Net asset value, beginning of year ................ $ 21.23 $ 17.26
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) ..................... (0.09) (0.01)
Net gains and losses on securities and
foreign currency (both realized and
unrealized) ..................................... 8.25 4.99
------------ ------------
Total from investment operations .................. 8.16 4.99
LESS DISTRIBUTIONS TO SHAREHOLDERS
Dividends from net investment income .............
Dividends in excess of net investment
income ..........................................
Distributions from capital gains ................. (1.49) (0.81)
Distributions in excess of capital gains ......... (0.21)
Returns of capital ...............................
------------ ------------
Total distributions ............................... (1.49) (1.02)
Net asset value, end of year ...................... $ 27.90 $ 21.23
============ =============
Total Return (A) .................................. 38.47% 29.41%
Ratios to Average Net Assets:
Expenses ......................................... 1.09% 1.09%
Net investment income ............................ (0.38%) 0.02%
Portfolio Turnover Rate ........................... 54.58% 91.66%
Net Assets, At end of year ........................ $198,002,451 $124,123,995

<CAPTION>
Year Ended Year Ended Year Ended
December 31, December 31, December 31,
1996 1995 1994
-------------- -------------- ----------------
<S> <C> <C> <C>
Net asset value, beginning of year ................ $ 17.38 $ 13.38 $ 14.26
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) ..................... 0.05 0.03 0.03
Net gains and losses on securities and
foreign currency (both realized and
unrealized) ..................................... 3.24 5.56 (0.49)
----------- ----------- -----------
Total from investment operations .................. 3.29 5.59 (0.46)
LESS DISTRIBUTIONS TO SHAREHOLDERS
Dividends from net investment income ............. (0.05) (0.03) (0.03)
Dividends in excess of net investment
income ..........................................
Distributions from capital gains ................. (3.36) (1.56) (0.33)
Distributions in excess of capital gains ......... (0.06)
Returns of capital ...............................
----------- ----------- -----------
Total distributions ............................... (3.41) (1.59) (0.42)
Net asset value, end of year ...................... $ 17.26 $ 17.38 $ 13.38
=========== =========== ===========
Total Return (A) .................................. 19.25% 41.74% (3.26%)
Ratios to Average Net Assets:
Expenses ......................................... 1.13% 1.15% 1.22%
Net investment income ............................ 0.30% 0.21% 0.25%
Portfolio Turnover Rate ........................... 147.82% 170.32% 202.04%
Net Assets, At end of year ........................ $70,832,162 $49,853,029 $27,564,086
</TABLE>

<PAGE>

> SMALL COMPANY PORTFOLIO

Investment Objectives:

The investment objective of the Small Company Portfolio is to achieve growth
of capital. The Portfolio pursues its objective by investing primarily in a
diversified portfolio of equity securities issued by small companies.

Principal Investment Strategies:

The mix of assets of the Portfolio will vary with prevailing economic and
market conditions. Generally, at least 65% of the Portfolio's gross assets
will be invested in common stocks of small companies, which are defined for
this purpose as companies with market capitalizations equal to or less than
the capitalization of the largest company in the Russell 2000[RegTM] Index.
The Portfolio may also invest in other equity related securities such as
preferred stocks and bonds convertible into common stock.

The Sub-Adviser, Lord, Abbett & Co. ("Lord Abbett"), focuses on companies
with long-range growth potential, particularly smaller companies considered
to be in the developing growth phase. This phase is a period of swift
development, when growth occurs at a rate rarely equaled by established
companies in their mature years. Lord Abbett uses a three-step investment
decision making process to capitalize on opportunities in undervalued market
sectors, industries, or individual company situations. Common stocks are
selected based on the following steps, which emphasize relative value and
fundamentals:

> First, the universe of stocks is subjected to several systematic
quantitative valuation screens to identify superior growth stock
candidates.

> Second, the portfolio manager and research team look to narrow the list of
potential holdings to those likely to produce superior returns over a
thirty-six month time frame by analyzing the dynamics of each company
within its industry and within the economy.

> Third, stocks are finally selected based on long-term growth prospects,
solid fundamentals, and good valuation support.

Main Risk Factors (See also "Additional Risk Factors" at page 26):

The Portfolio is appropriate for investors who have financial goals five
years or more in the future, and who are comfortable with the risks described
here. The main risk factors for the Portfolio are as follows:

<PAGE>

Performance Tables (Small Company Portfolio)

The tables below illustrate the risks of investing in the Small Company
Portfolio by showing changes in performance from year to year and by comparing
the Portfolio's average annual returns for 1, 5, and 10 years to those of a
broad-based index. As with all funds, past performance is not necessarily
indicative of the future.

Annual Total Return(A)

90 -18.57%
91 33.23%
92 26.52%
93 15.89%
94 -7.66%
95 29.72%
96 16.46%
97 23.60%
98 -11.78%
99 +14.20%

Best Quarter-4th quarter, 1999 +21.92%
Worst Quarter-3rd quarter, 1998 -22.19%

<TABLE>
<CAPTION>
Total Return 1 YR 5 YR 10 YR
Comparison(A) ------------ ----------- ------------
<S> <C> <C> <C>
Small Company 14.20% 13.47% 12.41%
Russell 2000
Growth Index 43.09% 18.99% 13.51%
</TABLE>

Financial Highlights (Small Company Portfolio)

<TABLE>
<CAPTION>
Year Ended Year Ended Year Ended Year Ended Year Ended
December 31, December 31, December 31, December 31, December 31,
1998 1997 1996 1995 1994
---------------- -------------- -------------- -------------- ---------------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of year ................ $ 20.43 $ 18.19 $ 17.87 $ 15.94 $ 16.14
INCOME FROM INVESTMENT OPERATIONS
Net investment income ............................ 0.22 0.09 0.06 0.15 0.09
Net gains and losses on securities (both
realized and unrealized) ........................ (2.59) 4.17 2.85 4.48 1.12
----------- ----------- ----------- ----------- -----------
Total from investment operations .................. (2.37) 4.26 2.91 4.63 1.21
LESS DISTRIBUTIONS TO SHAREHOLDERS
Dividends from net investment income ............. (0.19) (0.09) (0.06) (0.15) (0.09)
Dividends in excess of net investment
income ..........................................
Distributions from capital gains ................. (1.63) (1.93) (2.53) (2.55) (1.32)
Distributions in excess of capital gains .........
Returns of capital ...............................
----------- ----------- ----------- ----------- -----------
Total distributions ............................... (1.82) (2.02) (2.59) (2.70) (1.41)
Net asset value, end of year ...................... $ 16.24 $ 20.43 $ 18.19 $ 17.87 $ 15.94
=========== ============ ============ ============ ============
Total Return (A) .................................. (11.78%) 23.60% 16.46% 29.72% 7.66%
Ratios to Average Net Assets:
Expenses ......................................... 0.87% 0.83% 0.85% 0.87% 0.89%
Net investment income ............................ 1.23% 0.47% 0.31% 0.95% 0.63%
Portfolio Turnover Rate ........................... 43.06% 52.92% 49.75% 64.17% 46.65%
Net Assets, At end of year ........................ $78,343,648 $81,505,107 $62,166,366 $48,517,886 $31,458,666
</TABLE>

<PAGE>

> GROWTH PORTFOLIO

Investment Objectives:

The investment objective of the Growth Portfolio is to seek capital growth by
investing in equity securities that the Sub-Adviser believes have
above-average growth prospects.

Principal Investment Strategies:

Under normal market conditions, the Portfolio will invest at least 65% of its
total assets in equity securities, including common stocks, preferred stocks
and securities that are convertible into common or preferred stocks, such as
warrants and convertible bonds. While the emphasis of the Growth Portfolio is
clearly on equity securities, the Growth Portfolio may invest a limited
portion of its assets in debt obligations when the Portfolio's Sub-Adviser,
Strong Capital Management, Inc. ("Strong"), perceives that they are more
attractive than stocks on a long-term basis.

The Growth Portfolio focuses on stocks of companies that are believed to have
favorable prospects for accelerating growth of earnings but are selling at
reasonable valuations based on earnings, cash flow, or asset value. The
Portfolio can include stocks of any size. The Portfolio may decide to sell a
stock when the company's growth prospects become less attractive. In
identifying companies with favorable growth prospects, Strong ordinarily
looks to certain other characteristics, such as the following:

> prospects for above-average sales and earnings growth,

> high return on invested capital,

> overall financial strength, including sound financial and accounting
policies and a strong balance sheet,

> competitive advantages, including innovative products and service

> effective research, product development, and marketing, and

> stable, capable management.

In order to respond to unfavorable market, economic, political or other
conditions, the Portfolio may on a temporary basis place up to 100% of its
total assets in cash (including foreign currency) or investment-grade
short-term securities. While taking such a defensive position, the Portfolio
may not be able to achieve its investment objective. The Portfolio may
purchase obligations on a when-issued or forward commitment basis, loan its
portfolio securities, and borrow from banks. The Growth Portfolio may invest
up to 15% of its assets in illiquid securities.

Main Risk Factors (See also "Additional Risk Factors" at page 24):

> Emerging Growth Risk: The Portfolio is slightly tilted towards companies
that are below the index average in terms of market capitalization.
Investments in such companies may be subject to more abrupt or erratic
market movements and may involve greater risks than investments in other
companies.

Credit: The Portfolio may invest in below investment-grade debt
securities. Such securities are considered, on balance, speculative with
respect to capacity to pay interest, dividends and repay principal in
accordance with the terms of the obligation and will generally involve
more credit risk than securities in the higher rating categories.

<PAGE>

Performance Tables (Growth Portfolio)

The tables below illustrate the risks of investing in the Growth Portfolio by
showing changes in performance from year to year and by comparing the
Portfolio's average annual returns for 1 year and since inception to those of a
broad-based index. As with all funds, past performance is not necessarily
indicative of the future.

Annual Total Return(A)

98 31.14%
99 80.36%

Best Quarter-4th quarter, 1999 +57.11%
Worst Quarter-3rd quarter, 1998 -10.87%

<TABLE>
<CAPTION>
1 YR Since Inc.(1)
Total Return Comparison(A) ----------- ------------
<S> <C> <C>
Growth 80.36% 53.88%
Russell Mid-Cap
Growth Index 51.29% 33.91%
</TABLE>

(1) Return calculated from inception date, 1/1/98.

Financial Highlights (Growth Portfolio)

<TABLE>
<CAPTION>
Year Ended
December 31, 1998
------------------
<S> <C>
Net asset value, beginning of year ..................................................... $ 10.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss) .......................................................... (0.05)
Net gains and losses on securities and foreign currency (both realized and unrealized) 3.16
-----------
Total from investment operations ....................................................... 3.11
LESS DISTRIBUTIONS TO SHAREHOLDERS
Dividends from net investment income ..................................................
Dividends in excess of net investment income ..........................................
Distributions from capital gains ......................................................
Distributions in excess of capital gains ..............................................
Returns of capital ....................................................................
-----------
Total distributions .................................................................... 0.00
Net asset value, end of period ......................................................... $ 13.11
===========
Total Return (A) ....................................................................... 31.14%
Ratios to Average Net Assets:
Expenses .............................................................................. 1.08%
Net investment income ................................................................. (0.47%)
Portfolio Turnover Rate ................................................................ 283.36%
Net Assets, At end of year ............................................................. $11,543,742
</TABLE>

<PAGE>

S&P 500 INDEX PORTFOLIO

INVESTMENT OBJECTIVES:

The S&P 500 Portfolio seeks to approximate as closely as practicable, before
fees and expenses, the total rate of return of common stocks publicly traded
in the United States, as represented by the S&P 500 Index.

PRINCIPAL INVESTMENT STRATEGIES:

The Portfolio pursues its objectives by investing in all the securities that
make up the S&P 500 Index(1) and by investing in these securities in
proportions that match their index weights, although the Portfolio reserves
the right not to invest in every security in the S&P 500 Index if it is not
practical to do so under the circumstances. The S&P 500 Index is a widely
used measure of large US company stock performance. The stocks in the S&P
500 account for nearly three-quarters of the value of all US stocks. The
index consists of the common stocks of 500 major corporations selected
according to:

- size;
- frequency and ease by which their stocks trade; and
- range and diversity of the American economy.

The Portfolio may invest in stock index futures as a substitue for a
comparable market position in the securities underlying the S&P 500 Index.
An index futures contract commits one party to sell and the other party to
buy a stipulated quantity of a market index at a set price on or before a
given date. This tactic can reduce the costs associated with direct
investing. It also allows the Portfolio to approach the returns of a fully
invested portfolio while keeping cash on hand, either in anticipation of
shareholder redemptions or because they have not yet invested new shareholder
money.

The Portfolio may not track the performance of the index perfectly due to
expenses and transaction costs, the size and frequency of cash flow into and
out of the Portfolio, and differences between how and when the Portfolio and
the index are valued.

MAIN RISK FACTORS (SEE ALSO "ADDITIONAL RISK FACTORS" AT PAGE 26):

Many factors affect the Portfolio's performance. The Portfolio's share price
changes daily based on changes in market conditions and interest rates and in
response to other economic, political or financial developments. Issuer,
political or economic developments can affect a single issuer, issuers within
an industry or economic sector or geographic region, or the market as whole.
The Portfolio's reaction to these developments will depend on the Portfolio's
level of investment in the securities of the issuer(s) or industries affected
by such developments. The main risks of investing in the Portfolio are:

- -----------------------------
(1) "Standard & Poor's-Registered Trademark-", "S&P-Registered Trademark-",
"S&P 500-Registered Trademark-", "Standard & Poor's 500" and "500" are
trademarks of The McGraw-Hill Companies, Inc. and have been licensed for use
by Jefferson Pilot Variable Corporation. The product 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 product.
(Please see the Statement of Additional Information which sets forth
additional disclaimers and limitations of liability on behalf of S&P.)

<PAGE>

MARKET RISK: Prices of securities held by the Portfolio may fall due to
changing economic, political or market conditions, disappointing earnings
results or other factors. As a result, your investment may decline in value.

DERIVATIVES: The Portfolio may invest in stock index futures. An index
futures contracts is considered a derivative because it derives its value
from the price of the index. Compared to conventional securities,
derivatives can be more sensitive to changes in interest rates or to sudden
fluctuations in market prices.

NO INDIVIDUAL SELECTION OF STOCKS: No attempt is made to individually select
stocks because the S&P 500 Index Portfolio is managed by determining which
securities are to be purchased or sold to replicate, to the extent feasible,
the S&P 500 Index.

<PAGE>

> GROWTH AND INCOME PORTFOLIO

Investment Objectives:

The objective of the Growth and Income Portfolio is to seek long-term growth
of capital by investing primarily in a wide range of equity issues that may
offer capital appreciation and, secondarily, to seek a reasonable level of
current income.

Principal Investment Strategies:

The Growth and Income Portfolio invests at least 80% of its assets in common
stocks and other equity securities such as preferred stocks, warrants or
rights to buy equity securities, and securities convertible into common
stock. The Portfolio pursues its income objective primarily by investing in
dividend-paying equity securities. The Growth and Income Portfolio intends to
invest at least 60% of its assets in securities which have paid dividends or
interest within the preceding 12 months. However, the Portfolio may invest in
securities not currently paying dividends where the Sub-Adviser, Credit
Suisse Asset Management, LLC ("Credit Suisse"), anticipates that they will
increase in value, and the Portfolio's dividend distribution will vary and
may be low. The Portfolio may invest up to 10% of its assets in fixed income
securities and up to an additional 10% of its assets in convertible
securities rated below investment-grade at the time of purchase.

Credit Suisse generally takes a "bottom-up" value approach to stock
selection. Credit Suisse concentrates on looking for companies whose earning
power or asset value does not appear to be reflected in the current stock
price, where the fundamentals have changed, or where there is potential for
significant capital improvement. Credit Suisse focuses on financial
measurements of a company's intrinsic worth, such as price-to-earnings,
price-to-book and debt-to-equity ratios. Securities are sold when the
fundamentals begin to deteriorate, and when the valuation becomes excessive.

Main Risk Factors (See also "Additional Risk Factors" at page 26):

Market Risk: Prices of securities held by the Portfolio may fall due to
changing economic, political or market conditions, disappointing earnings
results or other factors. As a result, your investment may decline in value.

Credit: The Portfolio may invest in below investment-grade debt securities.
Such securities are considered, on balance, speculative with respect to
capacity to pay interest, dividends and repay principal in accordance with
the terms of the obligation and will generally involve more credit risk than
securities in the higher rating categories.

<PAGE>

Performance Tables (Growth and Income Portfolio)

The tables below illustrate the risks of investing in the Growth and Income
Portfolio by showing changes in performance from year to year and by comparing
the Portfolio's average annual returns for 1 year, 5 years, and since inception
to those of a broad-based index. As with all funds, past performance is not
necessarily indicative of the future.

Annual Total Return (A)
93 14.94%
94 -4.24%
95 33.58%
96 22.88%
97 28.92%
98 12.63%
99 5.75%

Best Quarter-4th quarter, 1998 +16.14%
Worst Quarter-3rd quarter, 1998 -14.34%

<TABLE>
<CAPTION>
1 YR 5 YR Since Inc.(1)
Total Return Comparison(A) ----------- ----------- ------------
<S> <C> <C> <C>
Growth & Income 5.75% 20.31% 15.41%
S&P 500 Index 21.04% 28.51% 20.62%

(1) Return calculated from inception date, 5/1/92.
</TABLE>

Financial Highlights (Growth and Income Portfolio)

<TABLE>
<CAPTION>
Year Ended Year Ended Year Ended Year Ended Year Ended
December 31, December 31, December 31, December 31, December 31,
1998 1997 1996 1995 1994
-------------- -------------- -------------- -------------- ---------------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of year ................ $ 17.11 $ 16.91 $ 14.41 $ 11.22 $ 12.35
INCOME FROM INVESTMENT OPERATIONS
Net investment income ............................ 0.15 0.15 0.18 0.15 0.13
Net gains and losses on securities (both
realized and unrealized) ........................ 2.01 4.67 3.12 3.62 (0.65)
----------- ------------ ------------ ------------ -----------
Total from investment operations .................. 2.16 4.82 3.30 3.77 (0.52)
LESS DISTRIBUTIONS TO SHAREHOLDERS
Dividends from net investment income ............. (0.15) (0.15) (0.18) (0.15) (0.13)
Dividends in excess of net investment
income ..........................................
Distributions from capital gains ................. (4.21) (0.62) (0.29) (0.48)
Distributions in excess of capital gains ......... (0.26) (0.14)
Returns of capital ...............................
----------- ------------ ------------ ------------ ----------
Total distributions ............................... (0.15) (4.62) (0.80) (0.58) (0.61)
Net asset value, end of year ...................... $ 19.12 $ 17.11 $ 16.91 $ 14.41 $ 11.22
=========== =========== =========== =========== ==========
Total Return (A) .................................. 12.63% 28.92% 22.88% 33.58% (4.24%)
Ratios to Average Net Assets:
Expenses ......................................... 0.86% 0.85% 0.88% 0.92% 1.10%
Net investment income ............................ 0.87% 1.03% 1.39% 1.50% 1.52%
Portfolio Turnover Rate ........................... 66.19% 129.53% 35.69% 32.30% 38.17%
Net Assets, At end of year ........................ $65,309,530 $39,678,076 $23,711,696 $13,126,023 $5,610,472
</TABLE>

<PAGE>

> BALANCED PORTFOLIO

Investment Objectives:

The investment objective of the Balanced Portfolio is to seek reasonable
current income and long-term capital growth, consistent with conservation of
capital, by investing primarily in common stocks and fixed income securities.

Principal Investment Strategies:

The Balanced Portfolio pursues its objective by normally investing 40-60% of
its assets in securities selected primarily for their growth potential and
40-60% of its assets in securities primarily selected for their income
potential. The Sub-Adviser, Janus Capital Corporation ("Janus"), shifts
assets between growth and income securities based on an analysis of relevant
market, financial and economic conditions. The Portfolio will place a greater
emphasis on growth securities if it is believed that they will provide better
returns than the yields then available or expected on income-producing
securities. Although it is the policy of the Portfolio to purchase and hold
securities for capital growth, changes in the Portfolio will generally be
made without reference to the length of time a security has been held.

Growth securities are expected to consist primarily of common stocks, but may
also include warrants, preferred stocks and convertible securities. Because
income is a part of the investment objective, Janus may consider
dividend-paying characteristics in selecting common stocks. Janus generally
takes a "bottom-up" approach to selecting stocks, focusing on the financial
condition and competitiveness of individual companies. Janus seeks to
identify individual companies with earnings growth potential that may not be
recognized by the market at large. This assessment is made by looking at
companies one at a time, regardless of size, country of organization, place
of principal business activity, or other similar selection criteria.

Income securities will consist of securities that Janus believes have income
potential. Such securities may include equity securities, convertible
securities and all types of debt securities. At least 25% of the Portfolio's
total assets will be invested in fixed income securities. Janus may invest up
to 35% of the Portfolio's total assets in bonds rated below investment-grade
(i.e. high yield bonds).

In order to respond to unfavorable market, economic, political or other
conditions, the Portfolio may on a temporary basis place up to 100% of its
total assets in cash (including foreign currency) or investment-grade
short-term securities. While taking such a defensive position, the Portfolio
may not be able to achieve its investment objective. Pursuant to an exemptive
order received by Janus from the SEC, the Portfolio may also invest in money
market funds managed by Janus as a means of receiving a return on idle cash.

Main Risk Factors (See also "Additional Risk Factors" at page 26):

> Market Risk: Prices of securities held by the Portfolio may fall due to
changing economic, political or market conditions, or other factors. As a
result, your investment may decline in value.

> Interest Rates: The value of bonds in the Portfolio will vary with changes in
interest rates. As a result, the net asset value of the shares of the
Portfolio will also fluctuate with changes in interest rates.

> Credit: The Portfolio may invest up to 35% of its total assets in below
investment-grade bonds. Such securities are considered, on balance,
speculative with respect to capacity to pay interest, dividends and repay
principal in accordance with the terms of the obligation and will generally
involve more credit risk than securities in the higher rating categories.

<PAGE>

Performance Tables (Balanced Portfolio)

The tables below illustrate the risks of investing in the Balanced Portfolio by
showing changes in performance from year to year and by comparing the
Portfolio's average annual returns for 1 year, 5 years, and since inception to
the returns of a broad-based index (S&P 500) and the returns of a more narrowly
based index (Balanced Benchmark) which better reflects the market sectors in
which the Portfolio invests. As with all funds, past performance is not
necessarily indicative of the future.

Annual Total Return (A)
93 9.27%
94 -1.33%
95 22.35%
96 10.56%
97 16.33%
98 17.74%
99 22.26%

Best Quarter-4th quarter, 1999 +16.36%
Worst Quarter-3rd quarter, 1998 -6.19%

<TABLE>
<CAPTION>
Total Return 1 YR 5 YR Since Inc.(1)
Comparison(A) ----------- ----------- ------------
<S> <C> <C> <C>
Balanced 22.26% 17.77% 13.54%
S&P 500 Index 21.04% 28.51% 20.62%
Balanced Benchmark(2) 10.91% 17.46% 12.25%

(1) Return calculated from inception date, 5/1/92.

(2) The Balanced Benchmark is a 50%/40%/10% blended index of the S&P 500, Lehman
Aggregate, and 90 Day T-Bill Indices.

</TABLE>

Financial Highlights (Balanced Portfolio)

<TABLE>
<CAPTION>
Year Ended Year Ended Year Ended Year Ended Year Ended
December 31, December 31, December 31, December 31, December 31,
1998 1997 1996 1995 1994
-------------- -------------- -------------- -------------- ----------------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of year ................ $ 11.75 $ 12.07 $ 11.91 $ 10.62 $ 11.22
INCOME FROM INVESTMENT OPERATIONS
Net investment income ............................ 0.24 0.30 0.26 0.37 0.32
Net gains and losses on securities (both
realized and unrealized) ........................ 1.84 1.60 0.99 1.99 (0.47)
----------- ---------- ----------- ----------- ----------
Total from investment operations .................. 2.08 1.90 1.25 2.36 (0.15)
LESS DISTRIBUTIONS TO SHAREHOLDERS
Dividends from net investment income ............. (0.24) (0.30) (0.26) (0.37) (0.32)
Dividends in excess of net investment
income ..........................................
Distributions from capital gains ................. (0.88) (1.64) (0.83) (0.70) (0.13)
Distributions in excess of capital gains ......... (0.28)
Returns of capital ...............................
----------- ------------ ----------- ----------- ----------
Total distributions ............................... (1.12) (2.22) (1.09) (1.07) (0.45)
Net asset value, end of year ...................... $ 12.71 $ 11.75 $ 12.07 $ 11.91 $ 10.62
=========== =========== =========== =========== ==========
Total Return (A) .................................. 17.74% 16.33% 10.56% 22.35% (1.33%)
Ratios to Average Net Assets:
Expenses ......................................... 0.94% 0.97% 0.97% 0.99% 1.01%
Net investment income ............................ 2.08% 2.60% 2.20% 3.20% 3.34%
Portfolio Turnover Rate ........................... 247.07% 254.04% 222.35% 164.70% 103.68%
Net Assets, At end of year ........................ $35,113,754 $22,637,577 $18,256,430 $14,532,268 $14,764,853
</TABLE>

<PAGE>

> HIGH YIELD BOND PORTFOLIO

Investment Objectives:

The High Yield Bond Portfolio seeks a high level of current income. The
Portfolio will seek to achieve its objective by investing primarily in
corporate obligations with emphasis on higher-yielding, higher risk,
lower-rated or unrated securities.

Principal Investment Strategies:

Under normal conditions, the Sub-Adviser, Massachusetts Financial Services
Company ("MFS"), expects that the Portfolio's assets will primarily consist
of a diversified portfolio of high-yielding bonds, convertible securities and
preferred stock of both domestic and foreign issuers. Fixed income securities
offering the high current income sought by the Portfolio generally are lower
rated bonds (junk bonds) which involve greater volatility of price and risk
of principal and income than higher rated securities.

While the Portfolio focuses on bonds issued by corporations or similar
entities, it may invest in all types of debt securities. The Portfolio may
invest up to 15% of its assets in illiquid securities. The Portfolio may also
invest up to 50% (and MFS expects generally to invest between 0% and 20%) of
its total assets in foreign securities. The Portfolio may hold foreign
currency received in connection with investments in foreign securities when,
in the judgment of MFS, it would be beneficial to convert such currency into
U.S. dollars at a later date, based on anticipated changes in the relevant
exchange rate. The Portfolio may also hold foreign currency in anticipation
of purchasing foreign securities. The Portfolio may purchase securities on a
when-issued or forward commitment basis.

The Portfolio seeks to maximize return by taking advantage of market
developments, yield disparaties and variations in the creditworthiness of
issuers. In selecting investments, MFS employs a three-month "horizon"
outlook as a tool in making or adjusting asset allocations to various
segments of the fixed income markets. MFS performs its own independent
analysis in assessing the credit quality of fixed income securities.

Main Risk Factors (See also "Additional Risk Factors" at page 26):

> Market Risk: Prices of securities held by the Portfolio may fall due to
changing economic, political or market conditions, or other factors. As a
result, your investment may decline in value.

> Interest Rates: The value of bonds in the Portfolio will vary with changes
in interest rates. As a result, the net asset value of the shares of the
Portfolio will also fluctuate with changes in interest rates.

> Credit: The Portfolio may invest up to 100% of its net assets in below
investment-grade debt securities. Such securities are considered, on
balance, speculative with respect to capacity to pay interest, dividends
and repay principal in accordance with the terms of the obligation and
will generally involve more credit risk than securities in the higher
rating categories.

> Liquidity: The secondary market for high yield, high risk bond securities
may not be as liquid as the secondary market for more highly rated
securities, which may affect the Portfolio's ability to sell a particular
security at a satisfactory price or to meet its liquidity needs.

> Foreign Investments: Investing in foreign securities involves risks
relating to political, social and economic developments and instability
abroad, as well as risks resulting from the lack of adequate and accurate
information. Risks may also result from the differences between the
regulations to which U.S. and foreign issuers and markets are subject.
Changes in currency exchange rates could reduce gains or create losses.

> Active Trading: The Portfolio's active trading approach will increase the
costs the Portfolio incurs. It may also increase the amount of capital-
gains tax you pay on the Portfolio's returns.

22
<PAGE>

Performance Tables (High Yield Bond Portfolio)

The tables below illustrate the risks of investing in the High Yield Bond
Portfolio by showing changes in performance from year to year and by comparing
the Portfolio's average annual returns for 1 year and since inception to those
of a broad-based index. As with all funds, past performance is not necessarily
indicative of the future.

Annual Total Return(A)
98 0.89%
99 4.79%

Best Quarter-4th quarter, 1998 +4.66%
Worst Quarter-3rd quarter, 1998 -7.19%

<TABLE>
<CAPTION>
1 YR Since Inc.(1)
Total Return Comparison(A) ---------- ------------
<S> <C> <C>
High Yield Bond 4.79% 2.83%
Lehman Bros. High Yield
Bond Index 2.39% 2.13%
(1) Return calculated from inception date, 1/1/98.
</TABLE>

Financial Highlights (High Yield Bond Portfolio)

<TABLE>
<CAPTION>
Year Ended
December 31, 1998
------------------
<S> <C>
Net asset value, beginning of year ....................................... $ 10.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income ................................................... 0.60
Net gains and losses on securities (both realized and unrealized) ....... (0.51)
----------
Total from investment operations ......................................... 0.09
LESS DISTRIBUTIONS TO SHAREHOLDERS
Dividends from net investment income ....................................
Dividends in excess of net investment income ............................ (0.60)
Distributions from capital gains ........................................
Distributions in excess of capital gains ................................
Returns of capital ......................................................
----------
Total distributions ...................................................... (0.60)
Net asset value, end of year ............................................. $ 9.49
==========
Total Return (A) ......................................................... 0.89%
Ratios to Average Net Assets:
Expenses ................................................................ 1.24%
Net investment income ................................................... 7.85%
Portfolio Turnover Rate .................................................. 84.21%
Net Assets, At end of year ............................................... $7,968,843
</TABLE>

<PAGE>

> MONEY MARKET PORTFOLIO

Investment Objectives:

The primary objective of the Money Market Portfolio is to seek as high a
level of current income as is consistent with preservation of capital and
liquidity.

Principal Investment Strategies:

The money market instruments in which the Portfolio invests include:

> U.S. Government Securities: bonds or other debt obligations issued by, or
whose principal and interest payments are guaranteed by the U.S.
government or one of its agencies or instrumentalities

> Municipal Securities and participation interests in municipal securities
which are bonds or other debt obligations of a U.S. state or political
subdivision, such as a county, city, town, village, or authority and are
interests in holdings of municipal obligations backed by a letter of
credit or guarantee from the issuing bank

> Repurchase Agreements: the purchase of securities subject to agreement by
another party to repurchase the obligations at a specified price and date

> Certificates of deposit, bankers' acceptances and other obligations of
U.S. banks which are FDIC members

> U.S. dollar obligations of foreign branches of U.S. banks

> instruments fully secured or collateralized by such bank obligations

> Commercial paper or other notes which are guaranteed as to the payment of

principal and interest by U.S. banks' letters of credit or collateralized

by U.S. Government Obligations

The Portfolio will invest only in securities which have been rated within the
two highest rating categories by rating agencies. Because the market value of
debt obligations fluctuates as an inverse function of changing interest
rates, the Portfolio seeks to minimize the effect of such fluctuations by
investing in instruments with a remaining maturity of 397 calendar days or
less at the time of investment, except for U.S. government obligations which
may have a remaining maturity of 762 calendar days or less. The Portfolio
will maintain a dollar-weighted average portfolio maturity of 90 days or
less. The Portfolio does not attempt to maintain a stable net asset value of
$1.00 per share.

Main Risk Factors (See also "Additional Risk Factors" at page 24):

An investment in the Portfolio is not insured or guaranteed by the Federal
Deposit Insurance Corporation or any other government agency. The following
are the main risk factors of the Portfolio:

> Interest Rates: The value of securities in the Portfolio will vary with
changes in interest rates. As a result, the net asset value of the shares
of the Portfolio will also fluctuate with changes in interest rates.

> Money Market Instruments Risk: Money market instruments provide
opportunities for income with low credit risk, but may not keep pace with
inflation and may result in a lower yield than would be available from
debt obligations of a lower quality or longer term.

<PAGE>

Performance Tables (Money Market Portfolio)

The tables below illustrate the risks of investing in the Money Market Portfolio
by showing changes in performance from year to year and by comparing the
Portfolio's average annual returns for 1, 5, and 10 years to those of a
broad-based index. As with all funds, past performance is not necessarily
indicative of the future.

Annual Total Return(A)
90 7.17%
91 5.15%
92 2.88%
93 2.32%
94 3.28%
95 5.06%
96 4.65%
97 4.86%
98 4.86%
99 4.57%

Best Quarter-3rd quarter, 1990 +1.78%
Worst Quarter-4th quarter, 1992 +0.53%

<TABLE>
<CAPTION>
Total Return 1 YR 5 YR 10 YR
Comparison(A) ---------- ---------- ----------
<S> <C> <C> <C>
Money Market 4.57% 4.80% 4.47%
Merrill Lynch T-Bill
Index (0-3 months) 4.73% 5.23% N/A(1)
</TABLE>

7-day simple annualized yield: 6.45%

7-day compounded effective yield: 6.66%

(1) The Merrill Lynch T-Bill Index (0-3 months) has an inception of 6/92.
Financial Highlights (Money Market Portfolio)

<TABLE>
<CAPTION>
Year Ended Year Ended Year Ended Year Ended Year Ended
December 31, December 31, December 31, December 31, December 31,
1998 1997 1996 1995 1994
-------------- -------------- -------------- -------------- -------------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of year ................ $ 10.23 $ 10.25 $ 10.27 $ 10.25 $ 10.26
INCOME FROM INVESTMENT OPERATIONS
Net investment income ............................ 0.35 0.52 0.50 0.50 0.35
Net gains and losses on securities (both
realized and unrealized) ........................ 0.14 (0.02) (0.02) 0.02 (0.01)
----------- ---------- ---------- --------- ----------
Total from investment operations .................. 0.49 0.50 0.48 0.52 0.34
LESS DISTRIBUTIONS TO SHAREHOLDERS
Dividends from net investment income ............. (0.35) (0.52) (0.50) (0.50) (0.35)
Dividends in excess of net investment
income ..........................................
Distributions from capital gains .................
Distributions in excess of capital gains .........
Returns of capital ...............................
----------- ---------- ---------- --------- ----------
Total distributions ............................... (0.35) (0.52) (0.50) (0.50) (0.35)
Net asset value, end of year ...................... $ 10.37 $ 10.23 $ 10.25 $ 10.27 $ 10.25
=========== ========== ========== ========== ==========
Total Return (A) .................................. 4.86% 4.86% 4.65% 5.06% 3.28%
Ratios to Average Net Assets:
Expenses ......................................... 0.64% 0.60% 0.62% 0.63% 0.65%
Net investment income ............................ 4.74% 4.74% 4.54% 4.89% 3.31%
Portfolio Turnover Rate (B) ....................... N/A N/A N/A N/A N/A
Net Assets, At end of year ........................ $24,416,645 $9,435,454 $7,896,257 $8,312,676 $7,680,485
</TABLE>

(B) There were no purchases and/or sales of securities other than short-term
obligations during the year. Therefore, the portfolio turnover rate has not
been calculated.

<PAGE>

other portfolio information

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

> ADDITIONAL RISK FACTORS

Securities and Index Options

The Growth Portfolio, the Growth and Income Portfolio, the High Yield Bond
Portfolio, the Capital Growth Portfolio, the Global Hard Assets Portfolio,
the S&P 500 Index Portfolio, the Balanced Portfolio, the Small Company
Portfolio and the Emerging Growth Portfolio may write covered call options
and purchase call and put options on securities and stock indices. The Growth
Portfolio, the High Yield Bond Portfolio, the International Equity Portfolio,
the Capital Growth Portfolio, the Global Hard Assets Portfolio and the
Emerging Growth Portfolio may also utilize options on foreign currencies. See
the Statement of Additional Information for a more detailed description of
these options.

Writing (Selling) Call Options. In order to earn additional income or to
protect partially against declines in the value of its securities, the
Portfolios noted above may write (sell) covered call options. A Portfolio may
also purchase call options to the extent necessary to close out call option
positions previously written by the Portfolio. A call option gives the holder
(purchaser) the right to buy and obligates the writer (seller) to sell, in
return for a premium paid to the writer, the underlying security at the
exercise price at any time during the option period. A call option on a
securities index is similar to a call option on an individual security,
except that the value of the option depends on the weighted value of the
group of securities comprising the index and all settlements are made in cash
rather than by delivery of a particular security.

The writing of call options on securities and securities indices involves the
following risks: (1) during the option period the writer of a call option
gives up the opportunity for capital appreciation above the exercise price
should the market price of the underlying security increase, but retains the
risk of loss should the price of the underlying security or index decline and
(ii) the inability to close out options previously written, which would
require the Portfolio to retain the option and the securities covering the
option until its exercise or expiration.

Purchasing Put and Call Options

In order to hedge against changes in the market value of their portfolio
securities, the Growth Portfolio, the High Yield Bond Portfolio, the
International Equity Portfolio, the Growth and Income Portfolio, the Capital
Growth Portfolio, the Balanced Portfolio, the Global Hard Assets Portfolio,
the Small Company Portfolio and the Emerging Growth Portfolio may also
purchase put and call options with respect to equity securities, bonds, and
stock and bond indices which correlate with their portfolio securities,
provided that the premiums paid for such options are limited in each case to
no more than 5% of the Portfolio's total assets. A put option on a security
gives the purchaser of the option, in return for the premium paid to the
writer (seller), the right to sell the underlying security at the exercise
price at any time during the option period. Upon exercise by the purchaser,
the writer of a put option has the obligation to purchase the underlying
security at the exercise price. A put option on a securities index is similar
to a put option on an individual security, except that the value of the
option depends on the weighted value of the group of securities comprising
the index and all settlements are made in cash, rather than by delivery of a
particular security.

Purchasing a put or call option on securities and securities indices involves
the risk that the Portfolio may lose the premium it paid plus transaction
costs.

Futures Contracts

The Growth and Income Portfolio, the Growth Portfolio, the High Yield Bond
Portfolio, the International Equity Portfolio, the Capital Growth Portfolio,
the Balanced Portfolio, the Global Hard Assets Portfolio, the Small Company
Portfolio and the Emerging Growth Portfolio may purchase and sell futures
contracts on debt securities and indexes of debt securities (i.e., interest
rate futures contracts) as a hedge against or to minimize adverse principal
fluctuations resulting from anticipated interest rate changes. They may also,
where appropriate, enter into stock index futures contracts to provide a
hedge for a portion of a Portfolio's equity holdings. Stock index futures
contracts may be used as a way to implement either an increase or decrease in
portfolio exposure to the equity markets in response to changing market
conditions. The Capital Growth Portfolio, the Growth Portfolio, the Global
Hard Assets Portfolio and the Emerging Growth Portfolio may also enter into
currency futures contracts to hedge the currency fluctuations of its foreign
securi-

<PAGE>

ties. A Portfolio may also write covered call options and purchase put or
call options on futures contracts of the type which that Portfolio is
permitted to purchase or sell. The Portfolios will not enter into futures
contracts for speculation and will only enter into futures contracts that are
traded on national futures exchanges. No Portfolio will enter into futures
contracts or options thereon for purposes other than bona fide hedging if
immediately thereafter the sum of the amounts of initial margin deposits on
the Portfolio's existing futures contracts and premiums paid for options on
unexpired futures contracts would exceed 5% of the value of the Portfolio's
total assets.

The use of futures contracts by the Growth Portfolio, the High Yield Bond
Portfolio, the Global Hard Assets Portfolio, the International Equity
Portfolio, the Growth and Income Portfolio, the Capital Growth Portfolio, the
Balanced Portfolio, the Small Company Portfolio and the Emerging Growth
Portfolio entails certain risks, including but not limited to the following:
no assurance that futures contracts transactions can be offset in closing
transactions at favorable prices or at all unless a liquid secondary market
exists; possible reduction of the Portfolio's income due to the use of
hedging; possible reduction in value of both the securities hedged and the
hedging instrument; possible lack of liquidity due to daily limits on price
fluctuation; imperfect correlation between the contract and the securities
being hedged; and potential losses well in excess of the amount invested in
futures contracts themselves. If a Sub-Adviser's forecasts regarding
movements in securities prices or interest rates are incorrect, the
Portfolio's investment results may have been better without the hedge.
Futures contracts and their associated risks are described in more detail in
the Statement of Additional Information.

The S&P Index Portfolio may invest in stock index futures as a substitute for
a comparable market position in the underlying securities. Index futures
contracts are considered derivatives because they derive their value from
the prices of the indexes. S&P 500 Index futures contracts derive their value
from the price of the S&P 500 Index. Investing in index futures contracts
can reduce the costs associated with direct investing. It also allows the
Portfolio to approach the returns of a fully invested portfolio while
keeping cash on hand, either in anticipation of shareholder redemptions or
because they have not yet invested new shareholder money. Compared to
conventional securities, index futures contracts can be more sensitive to
changes in interest rates or to sudden fluctuations in market prices.

Lending of Securities

The Emerging Growth Portfolio, the Growth Portfolio, the High Yield Bond
Portfolio, The S&P 500 Index Portfolio, the Global Hard Assets Portfolio and
the International Equity Portfolio may make loans of their portfolio
securities. Such loans will usually be made to member banks of the Federal
Reserve System and member firms (and subsidiaries thereof) of the New York
Stock Exchange and would be required to be secured continuously by collateral
in cash, U.S. Government securities or an irrevocable letter of credit
maintained on a current basis at an amount at least equal to the market value
of the securities loaned. The Portfolio would continue to collect the
equivalent of the interest on the securities loaned and would receive either
interest (through investment of cash collateral) or a fee (if the collateral
is U.S. Government securities or a letter of credit). The principal risk of
portfolio lending is potential default or insolvency of the borrower. In
either of these cases a Portfolio could experience delays in recovering
securities or collateral or could lose all or part of the value of the loaned
securities.

When-Issued Securities

In order to help ensure the availability of suitable securities the Growth
Portfolio, Small Company Portfolio, High Yield Bond Portfolio, Global Hard
Assets Portfolio, International Equity Portfolio, Balanced Portfolio, Capital
Growth Portfolio, World Growth Stock Portfolio and Emerging Growth Portfolio
may purchase securities on a "when-issued" or on a "forward delivery" basis,
which means that the obligations will be delivered to the Portfolios at a
future date usually beyond customary settlement time. It is expected that,
under normal circumstances, the Portfolios will take delivery of such
securities. In general, the Portfolios do not pay for the securities until
received and do not start earning interest on the obligations until the
contractual settlement date. While awaiting delivery of the obligations
purchased on such basis, the Portfolios will establish a segregated account
consisting of liquid assets equal to the amount of the commitments to
purchase "when-issued" securities. See the Statement of Additional
Information.

Borrowing

Any Portfolio may borrow money from banks in an amount up to 5% of total
asset value. The Emerging Growth, High Yield Bond, Global Hard Assets and
Growth Portfolios may borrow money in an amount up to 33 1/3% of total asset
value, while the limit for the S&P 500 Index Portfolio is 20%. The
Portfolios will borrow money only as a temporary measure and not for
investment purposes. All Portfolios will maintain continuous asset
coverage of at least 300% (as defined in the Investment Company Act of 1940)
with respect to all of its borrowings. If at any time asset coverage falls
below 300%, a Portfolio may be required to sell its assets within three days
to reduce the amount of its borrowings and restore 300% asset coverage.
Borrowing involves interest costs. Leveraging by means of borrowing will
exaggerate the effect of any increase or decrease in the value of portfolio
securities on the Fund's net asset value, and money borrowed will be subject
to interest and other costs which may or may not exceed the investment return
received from the securities purchased with borrowed funds. It is anticipated
that such borrowings would be pursuant to a negotiated loan agreement with a
commercial bank or other institutional lender.

<PAGE>

Restricted and Illiquid Securities

All of the Portfolios may to some extent purchase certain restricted
securities (those that are not registered under the Securities Act of 1933
("33 Act") but can be offered and sold to "qualified institutional buyers
under Rule 144A of the 33 Act) and limited amounts of illiquid securities.
Illiquid investments include many restricted securities, repurchase
agreements that mature in more than seven days or that have a notice or
demand feature more than seven days, certain over-the-counter option
contracts and participation interests in loans. Because illiquid securities
trade less frequently and in smaller volume than liquid securities, the
Portfolios may experience difficulty in closing out positions at prevailing
market prices.

Certain repurchase agreements which provide for settlement in more than seven
days, however, can be liquidated before nominal fixed term on seven day or
less notice. The Portfolios will consider such repurchase agreements as
liquid. Likewise, restricted securities (including commercial paper issued
pursuant to 4 (2) of the 33 Act) that the Board of Directors or the
Sub-Advisers have determined to be liquid will be treated as such.

A detailed discussion of the limitations on illiquid investments is found in
"Restricted and Illiquid Securities" in the SAI.

Loan Participations and Other Direct Indebtedness

The Growth Portfolio, Capital Growth Portfolio, High Yield Bond Portfolio,
Global Hard Assets Portfolio and International Equity Portfolio and the
Emerging Growth Portfolio may invest a portion of their assets in "Loan
Participations" and other direct indebtedness. By purchasing a loan
participation, the Portfolios acquire some or all of the interest of a bank
or other lending institution in a loan to a corporate borrower. Many such
loans are secured, and impose restrictive covenants which must be met by the
borrower. These loans are made generally to finance internal growth, mergers,
acquisitions, stock repurchases, leveraged buy-outs and other corporate
activities. Such loans may be in default at the time of purchase. The
Portfolios may also purchase other direct indebtedness such as trade or other
claims against companies, which generally represent money owed by the company
to a supplier of goods and services. These claims may also be purchased at a
time when the company is in default. Certain of the loan participations and
other direct indebtedness acquired by the Portfolios may involve revolving
credit facilities or other standby financing commitments which obligate the
Portfolios to pay additional cash on a certain date or on demand.

The highly leveraged nature of many such loans and other direct indebtedness
may make such loans especially vulnerable to adverse changes in economic or
market conditions. Loan participations and other direct indebtedness may not
be in the form of securities or may be subject to restrictions on transfer,
and only limited opportunities may exist to resell such instruments. As a
result, the Portfolios may be unable to sell such investments at an opportune
time or may have to resell them at less than fair market value. For a further
discussion of loan participations, other direct indebtedness and the risks
related to transactions therein, see the Statement of Additional Information.

Portfolio Turnover

The Growth Portfolio, Global Hard Assets Portfolio, Emerging Growth
Portfolio, and Balanced Portfolio anticipate that active and frequent
trading of portfolio securities will be a likely result of implementing
principal investment strategies. In 1999, the portfolio turnover rate
was 326.19% for the Growth Portfolio, 215.51% for the Global Hard Assets
Portfolio, 163.56% for the Emerging Growth Portfolio, and 237.64% for the
Balance Portfolio. A portfolio turnover rate of 200% is equivalent to
buying and selling all of the securities in a portfolio twice in the course
of a year. Trading costs associated with high portfolio turnover may affect
performance. High portfolio turnover can on some occasions result in
significant tax consequences to investors.

<PAGE>

fund management

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

> ABOUT JEFFERSON PILOT VARIABLE
FUND, INC.

The Fund currently consists of twelve investment portfolios, namely
International Equity Portfolio, World Growth Stock Portfolio, Global Hard
Assets Portfolio, Emerging Growth Portfolio, Capital Growth Portfolio, Small
Company Portfolio, Growth Portfolio, S&P 500 Index Portfolio, Growth and
Income Portfolio, Balanced Portfolio, High Yield Bond Portfolio, and Money
Market Portfolio (the "Portfolios").

Because investment in a Portfolio involves both opportunities for gain and
risks of loss, no assurance can be given that the Portfolios will achieve
their objectives. The difference in objectives and policies among the various
Portfolios can be expected to affect each Portfolio's investment return as
well as the degree of market and financial risks to which each Portfolio is
subject. Prospective investors should carefully review the objectives and
policies of the Portfolios and consider their ability to assume the risks
involved before allocating amounts to particular Portfolios.

Shares of the Portfolios are presently offered only to corresponding
divisions of separate accounts established by Jefferson Pilot Financial
Insurance Company ("Jefferson Pilot Financial") (formerly, Chubb Life
Insurance Company of America), Jefferson-Pilot Life Insurance Company
("Jefferson-Pilot Life"), Alexander Hamilton Life Insurance Company of
America ("Alexander Hamilton Life") or their affiliated insurance companies,
to fund variable annuities and flexible premium variable life insurance
policies. Shares may be offered in the future to other non-affiliated
insurance companies in order to fund additional variable life insurance
policies, variable annuity contracts or other investment products. The owner
of a Policy may allocate among the Portfolios the amounts available for
investment under the Policy. Jefferson Pilot Financial, Jefferson-Pilot Life
and Alexander Hamilton Life are wholly-owned subsidiaries of Jefferson-Pilot
Corporation, a North Carolina Corporation.

A potential for certain conflicts of interest exists between the interests of
variable life insurance policyowners and variable annuity contract owners. In
the event that shares of the Portfolios are offered to separate accounts
funding variable annuity contracts, the Board of Directors of the Fund
intends to monitor events for the existence of any material conflict between
the interests of variable life insurance policyowners and variable annuity
contract owners and to determine what action, if any, should be taken in
response thereto.

In the future, the Fund may sell its shares to other separate accounts,
funding variable annuities and variable life insurance policies, established
by Jefferson Pilot Financial, its affiliates, successors or assigns, or by
other insurance companies with which Jefferson Pilot Financial may or may not
be affiliated, and the Fund may add or delete Portfolios.

> THE INVESTMENT ADVISER

The investment adviser to the Fund is Jefferson Pilot Investment Advisory
Corporation (the "Investment Adviser" or "Jefferson Pilot Investment
Advisory"), a registered investment adviser and wholly-owned subsidiary of
Jefferson-Pilot Corporation. Its address is One Granite Place, Concord, NH
03301.

The Investment Adviser provides supervisory investment advice, which involves
recommending, evaluating, monitoring, and overseeing the activities of the
Sub-Advisers. The Investment Adviser also reviews the practices of
broker-dealers selected by the Sub-Advisers. In addition, Jefferson Pilot
Investment Advisory provides the following administrative services to the
Fund:

> acts as transfer agent and dividend paying agent

> provides office space and related utilities necessary for Fund operations

> recommends auditors, counsel and custodians

> provides personnel, data processing services, and supplies

> prepares and distributes proxy statements, prospectuses, Statements of
Additional Information, reports and other shareholder communications

> schedules, plans the agenda for, and conducts the meetings of the Fund's
directors and stockholders

> prepares and files tax returns and reports which federal, state, local or
foreign laws may require

> schedules, plans the agenda for, and conducts the meetings of the
Fund's directors and stockholders

> prepares and files tax returns and reports which federal, state, local
or foreign laws may require

<PAGE>

The cost of such facilities, supplies and services is included in the
investment management fees which are paid to Jefferson Pilot Investment
Advisory monthly at an annual rate based on a percentage of the average daily
net asset value of each Portfolio, which rates for the most recent fiscal
year were as follows:

<TABLE>
<CAPTION>
World Growth Stock,
Global Hard Assets,
Small Company,

Average Daily International Growth and Income, Emerging Capital S&P 500 High Yield Bond
Net Assets Equity and Balanced Growth Growth Index and Growth Money Market

<S> <C> <C> <C> <C> <C> <C> <C>
First $200 Million 1.00% .75% .80% 1.00% .24% .75% .50%
Next $1.1 Billion 1.00% .70% .75% .95% .24% .75% .45%
Over $1.3 Billion 1.00% .65% .70% .90% .24% .75% .40%
</TABLE>

The Sub-Advisers

Subject to the supervision of the Board of Directors and the Investment
Adviser, the Sub-Advisers manage the Portfolios in accordance with the stated
investment objectives and policies, make investment decisions for the
Portfolios, and place orders for the purchase and sale of Portfolio
securities.

Lombard Odier International Portfolio Management Limited ("Lombard Odier"),
Norfolk House, 13 South Hampton Place, London, WC1A2AJ, UK, is the
Sub-Adviser to the International Equity Portfolio. Lombard Odier is
wholly-owned by Lombard, Odier & Cie ("LOC"), one of the largest and oldest
private banks in Switzerland, established in 1798. Mr. Philippe Sarasin, a
Managing Partner of LOC is Chairman of Lombard Odier. Lombard Odier
currently manages over $11 billion in assets for institutional clients
including one other open-end investment company. open-end investment company.
Although overall strategy is set by the Lombard Odier Strategy Committee,
Mr. Jeremy Monk, Director and Head of EAFE Equities, will primarily be
responsible for the day-to-day management of the International Equity
Portfolio. Mr. Monk has 11 years of investment experience and has been with
Lombard Odier since 1998. Previously Mr. Monk was a portfolio manager for
Prudential Portfolio Managers UK Ltd. Mr. Ronald Armist is Managing Director
and oversees the operations of the London office of Lombard Odier.

Templeton Global Advisors Limited ("Templeton"), Lyford Cay, Nassau, Bahamas,
Sub-Adviser to the World Growth Stock Portfolio, is a registered investment
adviser organized under the laws of the Bahamas. Templeton is an indirect
wholly owned subsidiary of Franklin Resources, Inc. ("Franklin"), a Delaware
corporation. Templeton and its affiliates currently serve as investment
adviser or sub-adviser to over 100 investment companies registered in the
United States and abroad. Ms. Cindy Sweeting is primarily responsible for the
day-to-day management of the Portfolio. Previously Ms. Sweeting was a Vice
President of investments at McDermott International Investments Company. Ms.
Sweeting, Vice President, joined Templeton in 1997 as a portfolio manager.

Van Eck Associates Corporation ("Van Eck"), 99 Park Avenue, New York, New
York 10016, a registered investment adviser and a Delaware corporation is
Sub-Adviser to the Global Hard Assets Portfolio. Van Eck acts as an adviser
to two other registered investment companies, Van Eck Funds and Van Eck
Worldwide Insurance Trust and as a sub-adviser to two other registered
investment companies, PIMCO Funds Multi-Manager Series--Precious Metals Fund
and The GCG Trust--Hard Assets Series, and manages or advises managers of
portfolios of pension plans and other accounts. Mr. John C. van Eck and
members of his immediate family own 100% of the outstanding voting securities
of Van Eck. Since May 1, 1998, Derek van Eck and Kevin L. Reid have been
primarily responsible for the day-to-day management of the Global Hard Assets
Portfolio. Mr. Van Eck has been associated with Van Eck Associates as a
portfolio manager since 1988 and is currently Director of Global Investments
and an Executive Vice President of Van Eck as well as an officer and/or
portfolio manager of other mutual funds advised by Van Eck. Kevin L. Reid now
serves as Co-Portfolio Manager of Worldwide Hard Assets Fund with Derek van
Eck.

Massachusetts Financial Services Company ("MFS"), 500 Boylston Street,
Boston, Massachusetts 02116, is Sub-Adviser to the Emerging Growth, High
Yield Bond, and Money Market Portfolios. MFS is America's oldest mutual fund
organization. MFS and its predecessor organizations have a history of money
management dating from 1924 and the founding of the first mutual fund in the
United States, Massachusetts Investors Trust. Net assets under the management
of the MFS organization were approximately $136.72 Billion on behalf of
approximately 4.2 million investor accounts as of December 31, 1999. As of
such date, the MFS organization managed approximately $ 109.5 billion of
assets in equity securities. Approximately $10.7 billion of the assets
managed by MFS are invested in securities of foreign issuers and foreign
denominated securities of U.S. issuers. MFS is an indirect subsidiary of Sun
Life Assurance Company of Canada.

<PAGE>

Toni Y. Shimura, a Senior Vice President of MFS, has been employed by MFS as
a portfolio manager since 1987. Ms. Shimura became a portfolio manager of the
Emerging Growth Portfolio on November 30, 1995. John W. Ballen, President and
Chief Investment Officer of MFS, provides general oversight of the Portfolio.
Mr. Ballen has been employed by MFS since 1984.

Bernard Scozzafava, a Senior Vice President of MFS is primarily responsible
for the day-to-day management of the High Yield Bond Portfolio.
Mr. Scozzafava has been employed as a portfolio manager by MFS since 1989.

Janus Capital Corporation ("Janus"), 100 Fillmore Street, Denver, Colorado
80206, a registered investment adviser and Colorado corporation, is
Sub-Adviser to the Capital Growth Portfolio and Balanced Portfolio. Janus
began serving as investment adviser to Janus Fund at its inception in 1970
and currently serves as investment adviser to all the Janus Funds, as well as
adviser or sub-adviser to other mutual funds and individual, corporate and
charitable and retirement accounts.

Mr. Marc Pinto has been primarily responsible for the day-to-day management
of the Capital Growth Portfolio since 1994. Previously, he was employed by a
family firm and as an Associate in the Investment Banking Division of Goldman
Sachs.

Effective January 1, 2000, Karen Reidy will be primarily responsible for
day-to-day management of the Balanced Portfolio. She will also be portfolio
manager of the Janus Balanced Fund and Janus Equity Income Fund. Ms Reidy has
been the assistant portfolio manager of the Balanced Portfolio since May,
1999, the Janus Fund since July, 1998, and the Janus Balanced and Janus
Equity Income Funds since July 1999. Karen joined Janus in 1995. Previously,
she was employed by Price Waterhouse performing corporate due diligence in
the mergers and acquisitions area. Ms Reidy is a Chartered Financial Analyst.

Lord, Abbett & Co., 90 Hudson Street, Jersey City, NJ 07302, a registered
investment adviser and partnership is Sub-Adviser to the Small Company
Portfolio. Founded in 1929, Lord Abbett manages one of the nation's oldest
mutual fund complexes, with approximately $33 billion in more than 40 mutual
fund portfolios and other advisory accounts. Lord Abbett uses a team of
portfolio managers and analysts acting together to manage the company's
investments. Stephen McGruder, Partner of Lord Abbett, heads the team and is
the senior portfolio manager. Important members of the team include
Lesley-Jane Dixon and Rayna Lesser. Mr. McGruder and Ms. Dixon have been
with Lord Abbett since 1995. Ms. Lesser has been with Lord Abbett since 1996.
Prior to joining Lord Abbett, Mr. McGruder was a portfolio manager and Ms.
Dixon was an equity analyst with Wafra Investment Advisory Group. Ms. Lesser
joined Lord Abbett directly from Barnard College.

Strong Capital Management, Inc. ("Strong"), P.O. Box 2936, Milwaukee,
Wisconsin 53201, the Sub-Adviser to the Growth Portfolio, was organized in
1974. Since then, Strong's principal business has been providing investment
supervision for individuals and institutional accounts, such as pension funds
and profit sharing plans, as well as mutual funds, several of which are
available through variable insurance products. Strong provides investment
management services for mutual funds and other investment portfolios
representing assets of over $38 billion. The portfolio manager for the Growth
Portfolio is Mr. Ronald Ognar. Mr. Ognar, a Chartered Financial Analyst with
more than 30 years of investment experience joined Strong in April 1993,
after two years as a principal and portfolio manager with RCM Capital
Management. For approximately three years prior to that, he was a portfolio
manager at Kemper Financial Services. In addition to his duties as
portfolio manager of the Growth Portfolio, Mr. Ognar also manages the Strong
Growth Fund and co-manages the Strong Mid Cap Growth Fund.

Barclays Global Fund Advisors ("Barclays"), 45 Fremont Street, San Francisco,
California 94105, is Sub-Adviser to the S&P 500 Index Portfolio. Barclays is
a wholly-owned subsidiary of Barclays Global Investors (BGI), which in turn
is an indirect subsidiary of Barclays Bank PLC. BGI, and its affiliates, is
the world's largest manager of institutional investment assets. As of
September 30, 1999, BGI and its affiliates, including Barclays, provided
investment advisory services for assets worth in excess of $685 billion.
While Barclays makes the day-to-day decisions on buying and selling
securities, BGI conducts the research leading to those decisions. BGI has
pioneered research in asset allocation, indexed investing and investment
modeling since 1971.

Credit Suisse Asset Management, LLC ("Credit Suisse"), 466 Lexington Avenue,
New York, New York 10017, is Sub-Adviser to the Growth and Income Portfolio.

Credit Suisse is an indirect wholly-owned U.S. subsidiary of Credit Suisse
Group. Credit Suisse serves as investment adviser to separate accounts and
investment companies, including the Warburg Pincus Funds, and together with
its predecessor firms, has been engaged in the investment advisory business
for over 60 years. As of December 31, 1999, Credit Suisse had assets under
management of approximately $72 billion. Scott T. Lewis and Stacy Dutton
serve as co-portfolio managers of the Growth and Income Portfolio. Mr.
Lewis, a Managing Director of Credit Suisse, joined Credit Suisse as a
result of Credit Suisse Group's acquisition of Warburg Pincus Asset
Management, Inc. which he joined in 1986. Mr. Lewis has over 17 years
industry experience and, in addition to his duties as co-portfolio manager
of the Growth and Income Portfolio, Mr. Lewis also serves as co-portfolio
manager to the Warburg Pincus Value Fund and other Warburg Pincus Funds.
Ms. Dutton, a Director of Credit Suisse, joined Credit Suisse as a result of
Credit Suisse Group's acquisition of Warburg Pincus, which she joined in
1997. Prior thereto, Ms. Dutton was a Senior Vice President and analyst for
Jennison Associates Capital Corp. from 1993 to 1997. Ms. Dutton has over 16
years industry experience and, in addition to her duties as co-portfolio
manager of the Growth and Income Portfolio, Ms. Dutton also serves a
co-portfolio manager to the Warburg Pincus Value Fund and other Warburg
Pincus Funds.

<PAGE>

The Fund and Jefferson Pilot Investment Advisory have obtained an exemptive
order from the Securities and Exchange Commission which permits Jefferson
Pilot Investment Advisory, without further shareholder approval, to replace
or add Subadvisers and to enter into Subadvisory Agreements with those
Subadvisers upon approval of the Fund's Board of Directors. The relief
provided by the exemptive order is subject to certain conditions. For
example, within sixty days of the hiring of any new Subadviser or the
implementation of any proposed material change to an Investment Subadvisory
Agreement, shareholders will be furnished all information that would be
included in a proxy statement regarding the new Subadviser or Subadvisory
Agreement. Moreover, the Adviser will not enter into an Investment
Subadvisory Agreement with any Affiliated Subadviser without shareholder
approval. In addition, whenever a Subadviser is hired or terminated, the
Adviser will provide the Board of Directors with information showing the
expected impact on the Adviser's profitability and will report on such impact
quarterly. JEFFERSON PILOT INVESTMENT ADVISORY HAS ULTIMATE RESPONSIBILITY
FOR THE INVESTMENT MANAGEMENT OF EACH PORTFOLIO EMPLOYING SUBADVISERS DUE TO
ITS RESPONSIBILITY TO OVERSEE SUBADVISERS AND RECOMMEND THEI> HIRING,
TERMINATION, AND REPLACEMENT.

<PAGE>

shareholder information

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

> BUYING AND SELLING SHARES

Shares of capital stock of each Portfolio of the Fund are offered only to the
corresponding division of a separate account to which premiums have been
allocated by the owner of a Policy. Shares are sold and redeemed at their net
asset value as next determined following receipt by the separate account of
premium payments, surrender requests under Policies, loan payments, transfer
requests, and similar or related transactions through the separate account.
No selling commission or redemption charge is made with respect to the
purchase or sale of Fund shares.

Jefferson Pilot Variable Corporation, One Granite Place, Concord, New
Hampshire 03301, is the principal underwriter and distributor of the Fund's
shares. Jefferson Pilot Variable Corporation is an affiliate of Jefferson
Pilot Investment Advisory and a wholly-owned subsidiary of Jefferson-Pilot
Corporation.

Determination of Net Asset Value

The net asset value of the shares of each Portfolio of the Fund is determined
as of the close of regular trading on the New York Stock Exchange (presently
4:00 P.M. New York Time), on each day during which the New York Stock
Exchange is open for trading except on days where both (i) the degree of
trading in the Portfolio's securities would not materially affect the net
asset value of the Portfolio's shares and (ii) no shares of the Portfolio
were tendered for redemption or no purchase order was received. The New York
Stock Exchange is open from Monday through Friday except on the following
national holidays: New Year's Day, Presidents' Day, Good Friday, Memorial
Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day. In the
event that any of the above holidays falls on a Sunday, it is regularly
observed on the following Monday. The net asset value of each Portfolio will
not be calculated on the following local holidays: the day before
Independence Day if Independence Day falls on a Saturday, the day after
Thanksgiving, the day after Christmas, the day before Christmas if Christmas
falls on a Friday or Saturday, the Monday following Christmas if Christmas
falls on a Saturday, and the Friday before Christmas if Christmas falls on a
Sunday.

An equity security listed on a stock exchange is valued at the closing sale
price on the exchange on which such security is principally traded. If no
sale took place, the mean of the bid and asked prices at the close of trading
is used. A security not listed on a stock exchange is valued at the closing
sale price as reported on a readily available market quotation system, or, if
no sales took place, the mean of the bid and asked prices at the close of
trading in the over-the-counter market. Quotations of foreign securities in
foreign currencies are converted to United States dollar equivalents using
appropriately translated foreign market prices.

Trading in securities on exchanges in European and Far Eastern countries, and
in over-the-counter markets in such other nations, is normally completed well
before the close of trading on the New York Stock Exchange. Trading of
European and Far Eastern securities, either generally or in a particular
country or countries, may not take place on every day on which the New York
Stock Exchange is open. Furthermore, trading takes place in Japanese markets
on certain Saturdays, and in various foreign markets on days which are not
business days in New York and on which the Fund's net asset value is not
normally calculated. The calculation of the net asset value of those
Portfolios which do such trading, therefore, may not take place
contemporaneously with the determination of the prices of many of the
securities of each such Portfolio which are used in making the calculation of
net asset value. Occasionally, events affecting the values of such securities
may occur between the times at which they are determined and the close of the
New York Stock Exchange, which events may not be reflected in the computation
of a Portfolio's net asset value. If, during such periods, events occur which
materially affect the value of the securities of a Portfolio, and during such
periods either shares are tendered for redemption or a purchase or sale order
is received by the Fund, such securities will be valued at fair value as
determined in good faith by the Board of Directors of the Fund.

Short-term debt securities having remaining maturities of 60 days or less are
valued on an amortized cost basis unless the Board determines that such
method does not represent fair value. This procedure values a purchased
instrument at cost on the date of purchase plus assumes a constant rate of
amortization of any discount or premium, regardless

<PAGE>

of any intervening change in general interest rates or the market value of
the instrument.

Options and convertible preferred stocks listed on a national securities
exchange are valued as of their last sale price or, if there is no sale, at
the current bid price. Futures Contracts are valued as of their last sale
price or, if there is no sale, at the mean of the bid and asked price.

All other securities and assets are valued at their fair value as determined
in good faith by the Board of Directors of the Fund.

With the approval of the Board, the Fund may utilize a pricing service, a
bank, or a broker-dealer experienced in such matters to perform any of the
above-described valuation functions.

Further discussion of asset valuation methods is included in the Statement of
Additional Information under the heading "DETERMINATION OF NET ASSET VALUE."

> TAXES AND DIVIDENDS

It is the Fund's policy to comply with the provisions of the Code regarding
distribution of investment income. Under those provisions, a Portfolio will
not be subject to federal income tax on that portion of its ordinary income
and net capital gains distributed to shareholders.

The Fund expects that each Portfolio will declare and distribute by the end
of each calendar year all or substantially all ordinary income and net
capital gains. Failure to distribute substantially all ordinary and net
capital gains, as described, may subject the Fund to an excise tax.

Dividends from ordinary income will be declared and distributed with respect
to each Portfolio at least once each year. Ordinary income of each Portfolio
is the investment company taxable income as defined in Section 852(b) of the
Code. All dividends and distributions will be automatically reinvested in
additional shares of the Portfolio with respect to which dividends have been
declared, at net asset value, as of the ex-dividend date of such dividends.

Although changes in the value of securities subsequent to their acquisition
are reflected in the net asset value of shares of the Portfolio, such changes
will not affect the income received by the Portfolios from such securities.
However, the dividends paid by the Portfolios, if any, will increase or
decrease in relation to the income received by the Portfolio from its
investments, which would in any case be reduced by the Portfolio's expenses
before it is distributed to shareholders.

Section 817(h) of the Code and regulations thereunder set standards for
diversification of the investments underlying variable life insurance
policies in order for such policies to be treated as life insurance. These
requirements, which are in addition to diversification requirements
applicable to the Portfolios under Subchapter M and the Investment Company
Act of 1940, may affect the composition of a Portfolio's investments. Since
the shares of the Fund are currently sold to segregated asset accounts
underlying such variable life insurance policies, the Fund intends to comply
with the diversification requirements as set forth in the regulations.

The Secretary of the Treasury may in the future issue additional regulations
or revenue rulings that will prescribe the circumstances in which a
policyowner's control of the investments of a separate account may cause the
policyowner, rather than the insurance company, to be treated as the owner of
the assets of the separate account. Failure to comply with Section 817(h) of
the Code or any regulations thereunder, or with any regulations or revenue
rulings on policyowner control, if promulgated, would cause earnings on a
policyowner's interest in the separate account to be includible in the
policyowner's gross income in the year earned.

<PAGE>

to learn more

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

More information on the Jefferson Pilot Variable Fund, Inc. is available free
upon request, including the following:

Annual/Semiannual Report

The annual and semi-annual reports to shareholders provide additional
information about the Fund's investments along with a discussion of the market
conditions and investment strategies that significantly affected the Fund's
performance.

Statement of Additional Information (SAI)

The SAI provides more details about the Portfolios of the Fund and their
respective investment policies. A current SAI is on file with the Securities and
Exchange Commission (SEC) and is incorporated by reference.

To obtain information

By telephone: 800-258-3648 ext. 7719 (outside NH)
800-322-0235 ext. 7719 (inside NH)

By mail, write to:
Jefferson Pilot Variable Fund, Inc.
One Granite Place

Concord, NH 03301

On the Internet, Fund documents and reports may be viewed or downloaded from the
EDGAR database on the SEC's web site at: http://www.sec.gov

Copies of this information may be obtained by request, after paying a
duplication fee, via e-mail at [email protected] or by writing the SEC's
Public Reference Section, Washington, D.C. 20549-0102. You can also obtain
copies by visiting the SEC's Public Reference Room in Washington, D.C.
(1-202-942-8090).

SEC file number: 002-94479

35
<PAGE>

JEFFERSON PILOT VARIABLE FUND, INC.

FORMERLY CHUBB AMERICA FUND, INC.

One Granite Place

Concord, New Hampshire 03301

(603) 226-5000

A Series Fund
with a
World Growth Stock Portfolio Investing Primarily in Stocks
International Equity Portfolio Invests In Securities Whose Primary Trading
Markets Are Outside The United States.
Money Market Portfolio Investing Primarily
in Money Market Instruments.
Global Hard Assets Portfolio Investing Primarily in Hard Asset Securities.
High Yield Bond Portfolio Investing Primarily In Corporate Obligations With
Emphasis On Higher Yielding, Higher Risk, Lower-Rated Or Unrated
Securities.

Small Company Portfolio Investing Primarily in Equity Securities of
Small Companies.

S&P 500 Index Portfolio invests in securities that make up the S&P 500 Index.

Growth Portfolio Invests In Equity Securities That Have Above-Average
Growth Prospects.
Growth and Income Portfolio Investing Primarily in Stocks.
Capital Growth Portfolio Investing Primarily in Stocks.
Balanced Portfolio Investing Primarily in
Stocks and Fixed Income Securities.
Emerging Growth Portfolio Investing Primarily in Emerging Growth Stocks

- --------------------------------------------------------------------------------
This Statement of Additional Information is not a prospectus but
supplements and should be read in conjunction with the Prospectus for the Fund.
It is incorporated by reference into the Prospectus. A copy of the Prospectus
may be obtained by writing or calling the Fund at the address or telephone
number above.
- --------------------------------------------------------------------------------

The date of the Prospectus to which this Statement of Additional Information
relates is May 1, 2000.

The date of this Statement of Additional Information is May 1, 2000.

<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
Business History................................................................................................
Investment Restrictions.........................................................................................
Secondary Investment Strategies.................................................................................
World Growth Stock Portfolio.................................................................................
International Equity Portfolio...............................................................................
Money Market Portfolio.......................................................................................
Global Hard Assets Portfolio.................................................................................
High Yield Portfolio.........................................................................................
Small Company Portfolio......................................................................................
Growth Portfolio.............................................................................................
S&P 500 Index Portfolio......................................................................................
Growth & Income Portfolio....................................................................................
Capital Growth Portfolio.....................................................................................
Balanced Portfolio...........................................................................................
Emerging Growth Portfolio....................................................................................
Description of Certain Investments and Risk Considerations......................................................
Bank Obligations.............................................................................................
Repurchase Agreements........................................................................................
Commercial Paper.............................................................................................
Loan Participation and other Direct Indebtedness.............................................................
Corporate Asset Backed Securities............................................................................
Lending of Securities........................................................................................
Forward Commitments..........................................................................................
Forward Foreign Currency Exchange Contracts..................................................................
Depository Receipts..........................................................................................
Restricted and Illiquid Securities...........................................................................
Securities and Index Options.................................................................................
Futures Contracts and Related Options........................................................................
Options on Foreign Currencies................................................................................
Limitations on Purchase and Sale of Futures Contracts and Options on Futures Contracts.......................
High Yield Bonds.............................................................................................
Description of Investment Ratings............................................................................
Governmental Securities......................................................................................
Convertible Securities.......................................................................................
Foreign Securities...........................................................................................
Foreign Currencies...........................................................................................
U.S. Dollar Obligations of Foreign Branches of U.S. Banks....................................................
Brady Bonds..................................................................................................
Emerging Market Securities...................................................................................
Zero Coupon Bonds............................................................................................
Stripped Mortgage-Backed Securities..........................................................................
Warrants.....................................................................................................
Dollar Roll Transactions.....................................................................................
Swap Transactions............................................................................................
Currency and Asset Swaps.....................................................................................
Moody's Commercial Paper Ratings.............................................................................
Standard & Poor's - Bond Ratings.............................................................................
Standard & Poor's Commercial Paper Ratings...................................................................
Portfolio Turnover .............................................................................................
Federal Tax Matters.............................................................................................
Investment Advisory and Other Services..........................................................................
Investment Adviser and Sub-Advisers..........................................................................
Principal Underwriter........................................................................................

<PAGE>

Independent Auditors.........................................................................................
Custodians...................................................................................................
Payment of Expenses..........................................................................................
Affiliates of the Fund, Investment Adviser, and Principal Underwriter........................................
Portfolio Transactions and Brokerage Allocations................................................................
Management of the Fund..........................................................................................
Capital Stock...................................................................................................
Control Persons and Principal Holders of Securities ............................................................
Offering and Redemption of Shares...............................................................................
Determination of Net Asset Value................................................................................
Taxes...........................................................................................................
Performance and Yield Information...............................................................................
Money Market Portfolio.......................................................................................
Non-Money Market Portfolios..................................................................................
Additional Information..........................................................................................
Reports......................................................................................................
Name and Service Mark........................................................................................
Financial Statements............................................................................................
</TABLE>

S-3
<PAGE>
BUSINESS HISTORY

Jefferson Pilot Variable Fund, Inc., (the "Fund") is an open-end,
diversified management investment company established by Jefferson Pilot
Financial Insurance Company ("JPF"), to provide for the investment of assets of
separate accounts established by Jefferson Pilot Financial, Jefferson-Pilot Life
Insurance Company ("Jefferson Pilot") and Alexander Hamilton Life Insurance
Company of America ("Alexander Hamilton") or their affiliated insurance
companies. Jefferson Pilot Financial was purchased by Jefferson-Pilot
Corporation, a North Carolina corporation, as of April 30, 1997. Such assets are
acquired by the separate accounts pursuant to the sale of flexible premium
variable life insurance policies and variable annuities (the "Policies"). The
Fund has no business history prior to being incorporated in Maryland on October
19, 1984. In the future, the Fund may sell its shares to other separate accounts
funding variable annuities and variable life insurance policies established by
Jefferson Pilot Financial, its successors or assigns, and to other insurance
companies with which Jefferson Pilot Financial is affiliated or unaffiliated,
and may add or delete Portfolios.

INVESTMENT RESTRICTIONS

The investment objectives of each Portfolio as described in the prospectus
may be changed only with the approval of the stockholders of each Portfolio
affected by the change. Each of the following investment restrictions are
fundamental policies of the World Growth Stock, Money Market, Global Hard Assets
and Small Company Portfolios and may not be changed for any such Portfolio
without approval of a majority of the outstanding shares of each affected
Portfolio. Investment restrictions 2, 3, 5, 6, 8-10 are fundamental policies for
the Growth Portfolio and S&P 500 Index Portfolio. Investment restrictions 2, 3,
5, 6, 8-12 and 17 are fundamental policies for the Growth and Income, Capital
Growth, Emerging Growth and Balanced Portfolios and investment restrictions 2,
3, 5 and 8, 10, 12 are fundamental restrictions of the International Equity
Portfolio and investment restrictions 2, 3, 5, 6, 8, 9, 10, 11 and 12 are
fundamental restrictions of the High Yield Bond Portfolio and may not be changed
for any such Portfolio without approval of a majority of the outstanding shares
of the affected Portfolio. Each restriction, whether or not fundamental, applies
to each Portfolio of the Fund, unless otherwise indicated. A change in policy
affecting only one Portfolio may be effected with the approval of a majority of
the outstanding shares of that Portfolio only. Investment policies deemed not
fundamental may be changed by the Fund's Board of Directors without the approval
of the stockholders of the Portfolio affected by the change. (As used in the
Prospectus and this Statement of Additional Information, the term "majority of
the outstanding voting shares" means the lesser of (1) 67% of the shares
represented at a meeting at which more than 50% of the outstanding shares are
represented or (2) more than 50% of the outstanding shares.) A Portfolio will
not:

1. Invest more than 10%, or in the case of Emerging Growth Portfolio, S&P 500
Index Portfolio, High Yield Bond Portfolio, Global Hard Assets Portfolio
and the Growth Portfolio 15%, of the value of the total assets of the
Portfolio in securities, or 5%, except with respect to Emerging Growth
Portfolio, International Equity Portfolio and the Growth Portfolio, of the
value of the total assets of the Portfolio in equity securities, which are
not readily marketable, such as repurchase agreements having a maturity of
more than seven days, restricted securities, and securities that are
secured by interests in real estate.

2. Invest in real estate, although it may buy securities of companies which
deal in real estate and securities which are secured by interests in real
estate, including interests in real estate investment trusts.

3. Invest in commodities or commodity contracts, except that the Growth and
Income Portfolio, International Equity Portfolio, High Yield Bond
Portfolio, the Growth Portfolio, the Capital Growth Portfolio, the
Balanced Portfolio, Global Hard Assets Portfolio, the Small Company
Portfolio and the Emerging Growth Portfolio may each enter into financial
futures contracts and options thereon that are listed on a national
securities or commodities exchange and the S&P 500 Index Portfolio may
invest in stock index futures and options on stock index futures and
Global Hard Assets may enter into financial and commodity futures, forward
and options contract thereon, if, immediately thereafter for that
Portfolio: (a) the total of the initial margin deposits required with
respect to all open futures positions at the time such positions were
established plus the sum of the premiums paid for all unexpired options on
futures contracts would not exceed 5% of the value of a Portfolio's total
assets and (b) a segregated account consisting of cash or liquid
high-grade debt securities or liquid equity securities in an amount equal
to the total market value of any futures contracts purchased by a
Portfolio, less the amount of any initial margin, is established by that
Portfolio. In the case of an option that is "in-the-money" at the time of
purchase, the "in-the-money" amount, as defined under Commodity Futures
Trading Commission regulations, may be excluded in computing the 5% limit.
Except the Growth Portfolio and Global Hard Assets Portfolio may engage in
futures or options transactions which are permissible pursuant to Rule 4.5
under the Commodity Exchange Act, provided, however, that the Portfolio
may use futures and options on futures (within the meaning of the
Commodity Exchange Act), provided that the initial margin and premiums
required to establish such positions, less the amount by which such
options positions are in the money (within the meaning of the Commodity
Exchange Act), do not exceed 5% of the Portfolio's net assets. In
addition, (i) the aggregate value of securities underlying call options on
securities written by the Growth Portfolio or obligations underlying put
options on securities written by the Portfolio determined as of the date
the options are written will not exceed

S-4
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50% of the Portfolio's net assets; (ii) the aggregate premiums paid on all
options purchased by the Portfolio and which are being held will not
exceed 20% of the Portfolio's net assets; (iii) the Portfolio will not
purchase put or call options, other than hedging positions, if, as a
result thereof, more than 5% of its total assets would be so invested; and
(iv) the aggregate margin deposits required on all futures and options on
futures transactions being held will not exceed 5% of the Portfolio's
total assets.

4. Invest in securities of other investment companies, except by purchases in
the open market involving only customary broker's commissions or as part
of a merger, consolidation, or acquisition, subject to limitations in the
Investment Company Act of 1940 (the "1940 Act") and rules thereunder.

5. Make loans, except by the purchase of bonds or other debt obligations
customarily distributed privately to institutional investors and except
that the Fund may buy repurchase agreements and provided that the Emerging
Growth Fund may lend its portfolio securities representing not in excess
of 30% of its total assets and provided that the S&P 500 Index Portfolio
may lend its portfolio secuities to brokers, dealers and financial
institutions in amounts not to exceed (in the aggregate) 33 1/3% of its
total assets (taken at market value and further provided the International
Equity Portfolio, Global Hard Assets Portfolio and the High Yield Bond
Portfolio may make loans if as a result less than 33 1/3% of the
Portfolio's assets would be lent to other persons).

6. Except with respect to the International Equity Portfolio, make an
investment unless, when considering all its other investments, 75% of the
value of the Portfolio's assets would consist of cash, cash items, U.S.
Government securities, securities of other investment companies, and other
securities. For this restriction, "other securities" are limited, for each
issuer, to not more than 5% of the value of the Portfolio's assets and to
not more than 10% of the issuer's outstanding voting securities.

As a matter of operating policy, the Fund, except the International Equity
Portfolio, considers bank obligations as "other securities" and will invest no
more than 5% of a Portfolio's total assets in the obligations of any one issuer
and will own no more than 10% of the outstanding voting securities of such
issuer. Pursuant to this operating policy, the Fund will not consider repurchase
agreements to be subject to this 5% limitation if the collateral underlying the
repurchase agreements are exclusively U.S. Government Obligations.

7. Except with respect to the International Equity Portfolio, S&P 500 Index
Portfolio, Growth and Income Portfolio, Capital Growth Portfolio, Balanced
Portfolio, Emerging Growth Portfolio, Global Hard Assets Portfolio, Small
Company Portfolio and High Yield Bond Portfolio invest more than 5% of the
value of the total assets of the Portfolio in securities of companies
having a record of less than three years' continuous operations, including
predecessors and unconditional guarantors.

8. Act as an underwriter of securities of other issuers, except to the extent
that it may be deemed to be an underwriter in reselling securities, such
as restricted securities, acquired in private transactions and
subsequently registered under the Securities Act of 1933.

9. Except with respect to the Emerging Growth Portfolio and Global Hard
Assets Portfolio, borrow money, except that, as a temporary measure for
extraordinary or emergency purposes and not for investment purposes, any
Portfolio may borrow from banks up to 5% of its assets taken at cost,
provided in each case that the total borrowings have an asset coverage, of
at least 300%. The Emerging Growth Portfolio, High Yield Bond Portfolio,
Global Hard Assets Portfolio and Growth Portfolio may not borrow money in
an amount in excess of 33 1/3% of its total assets, and then only as a
temporary measure for extraordinary or emergency purposes. S&P 500 Index
Portfolio may borrow up to 20% of the current value of its net assets for
temporary purposes only in order to meet redemptions, and these borrowings
may be secured by the pledge of up to 20% of the current value of its net
assets (but investments may not be purchased while any such outstanding
borrowing in excess of 5% of its net assets exists). This restriction will
not prevent the Growth Portfolio, International Equity Portfolio, High
Yield Bond Portfolio, Growth and Income Portfolio, the Capital Growth
Portfolio, Global Hard Assets Portfolio, the Balanced Portfolio, the S&P
500 Index Portfolio, the Small Company Portfolio or Emerging Growth
Portfolio from entering into futures contracts as set forth above in
restriction 3.

10. Issue securities senior to its common stock except to the extent set out
in paragraph 9 above. For purposes hereof, writing covered call options,
and as regards Emerging Growth Portfolio and Global Hard Assets Portfolio,
put options, and entering into futures contracts, to the extent permitted
by restrictions 3 and 13, and with respect to Global Hard Assets Portfolio
currency and commodity contracts and related options purchased on margin
and currency swaps shall not involve the issuance of senior securities.

11. Except for the Global Hard Assets Portfolio, sell securities short.

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<PAGE>

12. Buy securities on margin, except that (1) it may obtain such short-term
credits as may be necessary for the clearance of purchases and sales of
securities, and (2) the Growth and Income Portfolio, the Capital Growth
Portfolio, the S&P 500 Index Portfolio, the Balanced Portfolio, Growth
Portfolio, Global Hard Assets Portfolio, Small Company Portfolio and the
Emerging Growth Portfolio may make margin deposits in connection with
futures contracts and options transactions to the extent permitted by
restrictions 3 and 13.

13. Except for the Growth Portfolio, Growth and Income Portfolio, S&P 500
Index Portfolio, High Yield Bond Portfolio, International Equity
Portfolio, Balanced Portfolio, Capital Growth Portfolio, Global Hard
Assets Portfolio, Small Company Portfolio and Emerging Growth Portfolio
invest in or write puts, calls, straddles, or spreads (except that the
Small Company Portfolio may not write puts). However, this restriction
shall not prohibit the Portfolios (other than the Money Market Portfolio)
from writing or selling covered call options or purchasing call options in
order to close transactions. Nor shall this restriction prohibit the
Emerging Growth, Global Hard Assets Portfolio or Capital Growth Portfolio
from writing or selling covered call and put options or purchasing call or
put options. (In addition, as a matter of operating policy, no Portfolio
may write covered call options if, as a result, a Portfolio's securities
covering all call options written or subject to put or call options would
exceed 25% of the value of the Portfolio's total assets.) Provided that
the International Equity Portfolio and the High Yield Bond Portfolio may
write covered calls or put options with respect to 25% of their assets at
any time and may invest more that 25% of the value of their net assets at
any time in purchased puts, calls, spreads or straddles, or any
combination thereof other than protective put options. The aggregate value
or premiums paid on all options held by either the International Equity
Portfolio, Global Hard Assets Portfolio, or the High Yield Bond Portfolio
may not exceed 20% of the Portfolio's total net assets.

14. Except for the Growth and Income Portfolio, the International Equity
Portfolio, the High Yield Bond Portfolio, the S&P 500 Index Portfolio,
Global Hard Assets Portfolio and the Growth Portfolio, enter into a
repurchase agreement with Jefferson Pilot Financial Insurance Company
("JPF"); The Chubb Corporation; or a subsidiary of either of such
corporations.

15. Except for the Emerging Growth Portfolio, the S&P 500 Index Portfolio, the
International Equity Portfolio, the High Yield Bond Portfolio and the
Growth Portfolio, participate on a joint or joint and several basis in any
trading account in securities. Transactions for the Portfolios and any
other accounts under common management may be combined or allocated
between the Portfolios and such other accounts.

16. Except for the Growth and Income Portfolio, the International Equity
Portfolio, the High Yield Bond Portfolio and the Growth Portfolio, invest
in companies for the purpose of exercising control of management.

17. Invest more than 25% of the value of the total assets of the Portfolio
(other than the Global Hard Assets Portfolio) in securities of any one
industry, provided that there is no limitation on the S&P 500 Index
Portfolio with respect to investments in any industry which the S&P 500
Index becomes concentrated to the same degree during the same period.
Banks are not considered a single industry for purposes of this
restriction. (As a matter of operating policy, only the Money Market
Portfolio may utilize this exception.) Nor shall this restriction apply to
securities issued or guaranteed by the U.S. Government, its agencies or
instrumentalities.

18. Invest in interests, other than debentures or equity stock interests, in
oil and gas or other mineral exploration or development programs.

19. Invest more than 5% of the total value of the assets of the Portfolio in
warrants, whether or not the warrants are listed on the New York or
American Stock Exchanges, or more than 2% of the value of the assets of
the Portfolio in warrants which are not listed on those exchanges.
Warrants acquired in units or attached to securities are not included in
this restriction.

20. Invest more than 15% of the value of the assets of the Portfolios (except
the Emerging Growth Portfolio, Global Hard Assets Portfolio and the
International Equity Portfolio, Growth Portfolio, and High Yield Bond
Portfolio) in securities of foreign issuers that are not listed on a
recognized U.S. or foreign securities exchange, or quoted on an
inter-dealer quotation system. Provided, however that the International
Equity Portfolio may not invest in foreign issuers unless, after such
investment, issuers in at least the following number of different
countries are represented in the Portfolio's holding: if up to 40% of the
Portfolio's total assets are invested in foreign issuers, two foreign
countries; if between 40% and 60% of the Portfolio's total assets are
invested in foreign issuers, three foreign countries; if between 60% and
80% of the Portfolio's total assets are invested in foreign issuers, four
foreign countries if over 80% of the Portfolio's total assets are invested
in foreign issuers, five foreign countries.

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<PAGE>

SECONDARY INVESTMENT STRATEGIES

All Portfolios (except the International Equity Portfolio) will be
diversified as defined under the Investment Company Act of 1940. Please see the
prospectus to learn about the principal investment strategies for each
Portfolio.

World Growth Stock Portfolio

The Portfolio seeks investment opportunities in all types of securities
issued by companies or governments of any nation. Investments are usually made
in common stocks, but may also include preferred stocks and certain debt
securities, rated or unrated, such as convertible bonds and bonds selling at a
discount; all of these debt securities will have credit ratings in the four
highest rating categories of Standard & Poor's Rating Service Corporation
("Standard & Poor's") or Moody's Investors Service, Inc. ("Moody's") or other
nationally recognized statistical rating organizations ("NRSROs") or, if not
rated, will be of comparable quality to obligations so rated in the judgment of
Templeton. Securities rated BBB or Baa by Standard & Poor's or Moody's are
considered investment grade obligations and are regarded as having adequate
capacity to pay interest and repay principal, although adverse economic
conditions or changing circumstances are more likely to lead to a weakening of
such capacity than for higher grade bonds. Such securities may be considered to
have speculative characteristics. In the event that the ratings of securities
held by the Portfolio fall below investment grade, the Portfolio will not be
obligated to dispose of such securities and may continue to hold such securities
if, in the opinion of the Sub-Adviser, such investment is considered appropriate
under the circumstances.

Notwithstanding the investment objective of long-term capital growth, the
Portfolio may on occasion, for defensive purposes and without limitation as to
amount, invest in debt obligations of the U.S. Government, its agencies or
instrumentalities for the purpose of earning income; hold cash and time deposits
with banks in the U.S. or Canadian currencies or currencies of other nations;
acquire repurchase agreements with respect to U.S. or Canadian government
obligations; or invest in high grade commercial paper. The Portfolio may also
invest in warrants, which are rights to buy certain securities at set prices
during specified time periods.

The Portfolio will generally be composed of investments from among many
different industries. Although management may invest up to 25% of the
Portfolio's assets in a single industry, it has no present intention of doing
so.

International Equity Portfolio

The equity and equity-related securities in which the International Equity
Portfolio will invest are common stock, preferred stock, convertible debt
obligations, convertible preferred stock and warrants or other rights to acquire
stock that the Sub-Adviser believes offer the potential for long-term capital
appreciation. The Portfolio may also invest in securities of foreign issuers in
the form of sponsored and unsponsored ADRs, EDRs, GDRs, or other similar
instruments representing securities of foreign issuers.

The Portfolio may purchase and sell foreign currency on a spot basis in
connection with the settlement of transactions in securities traded in such
foreign currency. The Portfolio will not purchase and sell foreign currencies
for speculative purposes. The Portfolio may enter into forward foreign currency
contracts and foreign currency futures contracts for hedging purposes only. This
includes entering into forward currency contracts and foreign currency futures
contracts as an anticipatory hedge.

The Portfolio's investments may include U.S. Government securities,
restricted securities, mortgage-backed obligations, repurchase agreements, debt
obligations of corporate and asset-backed issuers, debt obligations of foreign
governments and their respective agencies, instrumentalities, political
subdivisions and authorities and debt obligations issued or guaranteed by
international or supranational entities that, in the opinion of the Sub-Adviser,
offer the potential to enhance total return. The timing of purchase and sale
transactions in debt obligations may result in capital appreciation or
depreciation because the value of debt obligations varies inversely with
prevailing interest rates. Under normal circumstances, the Portfolio will not
invest more than 35% of its total assets in such debt obligations. The debt
obligations in which the Portfolio may invest will be rated BBB or higher by S&P
or Baa or higher by Moody's or if unrated, determined by the Sub-Adviser to be
of comparable credit quality. The Portfolio will limit its investment in
corporate debt obligations to less than 35% of its total assets. See
"Description of Investment Ratings" for a description of the ratings assigned by
Standard & Poor's and Moody's.

The Portfolio may invest cash, held to meet redemption requests and
expenses, in obligations of the United States and of foreign governments
(including their political subdivisions), commercial paper, bankers'
acceptances, certificates of deposit and

S-7
<PAGE>
other short-term evidences of indebtedness. The Portfolio will only purchase
commercial paper if it is rated Prime 1 or Prime 2 by Moody's or A-1 or A-2 by
Standard & Poor's. The Portfolio may also invest cash held for such purposes in
short-term, high grade foreign debt securities. The Portfolio may also invest
cash temporarily in short-term debt instruments to maintain liquidity or pending
other investment.

Notwithstanding the Portfolio's investment objective of long-term capital
appreciation through investments in equity and equity-related securities of
non-U.S. issuers or of companies whose securities are principally traded outside
the United States, the Portfolio may on occasion, for temporary defensive
purposes to preserve capital, hold part or all of its assets in cash, money
market instruments, non-convertible preferred stocks, or, subject to certain tax
restrictions, foreign currencies. The Portfolio may assume a temporary defensive
posture only when political and economic factors affect foreign equity markets
to such an extent that the Sub-Adviser believes there to be extraordinary risk
in being substantially invested in such markets.

Money Market Portfolio

The Portfolio invests exclusively in (1) obligations whose timely payment
of principal and interest is backed by the full faith and credit of the U.S.
Government or that of its agencies or instrumentalities ("U.S. Government
Obligations") or which are secured or collateralized by such obligations, (2)
short-term obligations of U.S. banks which are members of the Federal Deposit
Insurance Corporation ("FDIC"), (3) U.S. dollar obligations of foreign branches
of U.S. banks, or (4) instruments fully secured or collateralized by such bank
obligations. Some of the obligations which the Portfolio buys are insured by the
FDIC up to $100,000. The Portfolio may also invest in commercial paper, and may
buy corporate or other notes if such notes are guaranteed as to the payment of
principal and interest by U.S. banks' letters of credit or collateralized by
U.S. Government Obligations.

The Portfolio will invest only in securities which present minimal credit
risk and (1) which have been rated or whose issuer has received a rating at the
time of acquisition in one of the two highest rating categories for short-term
debt obligations by any two Nationally Recognized Securities Rating Organization
("NRSROs"), or by one NRSRO if it is the only NRSRO to have issued a rating,
("Requisite NRSROs") or (2) which are unrated securities of comparable quality.
The Portfolio will invest no more than 5% of the value of its total assets, at
time of acquisition, in the securities of any one issuer, other than U.S.
Government Obligations, except that the Portfolio may invest more than 5% of its
total assets in securities of a single issuer rated in the highest rating
category by the Requisite NRSROs for up to three business days after purchase.
The Portfolio will also invest no more than 5% of its total assets, at time of
acquisition, in securities rated in the second highest rating category by the
Requisite NRSROs, with investment in any one issuer limited to no more than the
greater of 1% of the Portfolio's total assets or $1,000,000.

The Portfolio may enter into repurchase agreements whereby it purchases
securities, subject to agreement by the other party to repurchase the
obligations at a specified price and date. Repurchase agreements may involve
certain additional risks.

The principal risk factors associated with investment in the Money Market
Portfolio are the risk of fluctuations in short-term interest rates and the risk
of default among one or more issuers of securities which comprise the
Portfolio's assets. Compared with the other available Portfolios, the Money
Market Portfolio could be considered the least risky of all the Fund's
Portfolios.

Global Hard Assets Portfolio

The Sub-Adviser believes "Hard Asset Securities" as defined in the
Prospectus offer an opportunity to achieve long-term capital appreciation and to
protect wealth against eroding monetary values during periods of cyclical
economic expansions. Since the market action of Hard Asset Securities may move
against or independently of the market trend of industrial shares, the addition
of such securities to an overall portfolio may increase the return and reduce
the price fluctuations of such a portfolio. There can be no assurance that an
increased rate of return or a reduction in price fluctuations of a portfolio
will be achieved. An investment in the Portfolio's shares should be considered
part of an overall investment program rather than a complete investment program.

Hard Asset Securities entail certain risks including, but not limited to
greater volatility of energy and basic materials prices; possible instability of
the supply of various Hard Assets; the risks generally associated with
extraction of natural resources; actions and changes in government which could
affect the production and marketing of Hard Assets.

The Portfolio may invest in common stocks; preferred stocks (either
convertible or non-convertible); debt securities rights; warrants; direct equity
interests in trusts, partnerships, joint ventures and other incorporated
entities or enterprises; and special classes of shares available only to foreign
persons in those markets that restrict ownership of certain classes of equity to
nationals or residents of that country. Direct investments are generally
considered illiquid and will be aggregated with other illiquid investments for
purposes of the limitation on illiquid investments. The Portfolio may invest up
to 10% of its net assets, taken at market value at the time of investment, in
precious metals, either in bullion or coins.

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<PAGE>

The Fund may invest in lower quality, high-yielding debt securities
(commonly referred to as "junk bonds") of Hard Asset Companies rated as low as
CCC by S&P or Caa by Moody's. These debt instruments have some "equity"
characteristics in that, while not directly linked, their value may increase or
decrease with the value of a Hard Asset, reflecting the ability of the Hard
Asset Company to make scheduled payments of interest and principal. Lower rated
debt securities are considered speculative and involve greater risk of loss than
higher rated debt securities and are more sensitive to changes in the issuer's
capacity to pay. Debt rated Caa or CCC presents a significantly greater risk of
default than do higher rated securities and, in times of poor business or
economic conditions, the Fund may lose interest and/or principal on such
securities. In addition to sensitivity to interest rates, debt securities of
Hard Asset Companies may fluctuate in price in connection with changes in the
price of the relevant Hard Asset. The Fund will not invest more than 25% of its
assets in debt securities rated below BBB by S&P or Baa by Moody's.

The Portfolio may invest in derivatives. Derivatives in which the
Portfolio may invest include future contracts, forward contracts, options, swaps
and structured notes and other similar securities as may become available in the
market. The Portfolio may invest in indexed securities whose value is linked to
one or more currencies, interest rates, commodities, or financial or commodity
indices. An indexed security enables the investor to purchase a note whose
coupons and/or principal redemption are linked to the performance of an
underlying asset. Indexed securities may be publicly traded or may be two-party
contracts (such two-party agreements are structured notes). When the Portfolio
purchases a structured note it will make a payment of principal to the
counterparty. The Portfolio will purchase structured notes only from
counterparties rated A or better by S&P, Moody's or another nationally
recognized statistical rating organization. The Sub-Investment Manager will
monitor the liquidity of structured notes under the supervision of the Board of
Directors and structured notes determined to be illiquid will be aggregated with
other illiquid securities and limited to 15% of the total assets of the
Portfolio. Indexed securities may be more volatile than the underlying
instrument itself, and present many of the same risks as investing in futures
and options. Indexed securities are also subject to credit risks associated with
the issuer of the security with respect to both principal and interest. In
addition, the Portfolio may invest in futures and forward contracts and options
on precious metals and other Hard Assets.

The Portfolio may invest up to 5% of its net assets in premiums for
options on equity securities and equity indexes and up to 5% of its net assets
in warrants, including options and warrants traded in over-the-counter markets.
Warrants received as dividends on securities held by the Portfolio and warrants
acquired in units or attached to securities are not included in this
restriction. The Portfolio may buy and sell financial futures contracts and
options in financial futures contracts. The Portfolio may purchase or sell puts
and calls on foreign currencies and securities; invest in "when-issued"
securities, "partly paid" securities (securities paid for over a period of time)
and securities of foreign issuers; and may lend its portfolio securities and
borrow money for investment purposes.

The Portfolio may invest up to 35% of its net assets in debt securities
whose value is not linked to the value of a Hard Asset or a Hard Asset Company
and securities of companies which are not Hard Asset Companies. Non-Hard Asset
debt securities include, but are not limited to, high grade, liquid debt
securities of foreign companies, foreign governments and the U.S. Government and
their respective agencies, instrumentalities, political subdivisions and
authorities, as well as in money market instruments denominated in U.S. dollars
or a foreign currency.

The Sub-Adviser believes the Portfolio may offer a hedge against
inflation, particularly commodity price driven inflation. However, there is no
assurance that rising commodity (or other hard asset) prices will result in
higher earnings or share prices for the Hard Asset Companies held by the
Portfolio. Hard Asset Company equities are affected by many factors, including
movements in the overall stock market. Inflation may cause a decline in the
overall stock market, including the stocks of Hard Asset Companies.

The assets of the Portfolio invested in fixed income securities, excluding
fixed income securities whose value is linked to the value of a Hard Asset and
of Hard Asset Companies, will consist of securities which are believed by the
Sub-Investment Manager to be high grade, that is rated A or better by Standard &
Poor's Corporation ("S&P") or Moody's Investors Service, Inc. ("Moody's),
Fitch-1 by Fitch or Duff-1 by Duff & Phelps ("D&P") or if unrated, of comparable
quality in the judgment of the Sub-Investment Manager, subject to the
supervision of the Board of Directors. The assets of the Portfolio invested in
short-term instruments will consist primarily of securities rated in the highest
category (for example, commercial paper rated "Prime-1" or "A-1" by Moody's and
S&P, respectively) or if unrated, in instruments that are determined to be of
comparable quality in the judgment of the Sub-Investment Manager, subject to the
ultimate supervision of the Board of Directors, or are insured by foreign or
U.S. governments, their agencies or instrumentalities as to payment of principal
and interest. The Portfolio may invest up to 10% of its assets in asset-backed
securities such as collateralized mortgage obligations and other mortgage and
non-mortgage asset-backed securities. Asset-backed securities backed by Hard
Assets and whose value is expected to be linked to underlying Hard Assets are
excluded from the 10% limitation.

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<PAGE>
High Yield Bond Portfolio

The debt securities in which the High Yield Bond Portfolio may invest
include bonds, debentures, notes, equipment lease certificates, equipment trust
certificates (including interests in trusts or other entities representing such
obligations), conditional sales contracts, commercial paper and U.S. Government
Securities, mortgage-backed securities including CMOs, stripped mortgage-backed
securities, asset-backed bonds, collateralized bond or loan obligations, bonds
on which interest is payable in kind, deferred interest bonds and zero coupon
bonds. The Fund may also invest in parallel pay CMOs and PAC Bonds. The High
Yield Bond Portfolio also may invest in common stocks, warrants, loan
participation, assignments, securities sold through private placements and ADRs,
EDRs and GDRs. The Sub-Adviser believes that these investments will increase the
Fund's diversification and enhance return, but also involve certain risks,
described below.

The High Yield Bond Portfolio may also invest in other instruments or
utilize investment techniques that involve special risks. These include:
emerging market securities, Brady Bonds, interest rate swaps, currency swaps,
other types of available swap agreements, mortgage dollar roll transactions,
options on securities and securities indices, forward foreign currency exchange
contracts, options on foreign currency, futures contracts and options thereon,
repurchase agreements, borrowing from a bank and lending portfolio securities.

The Portfolio may invest in futures contracts for hedging purposes only.
The Portfolio has adopted the additional restriction that it will not enter into
a futures contract if, immediately thereafter, the value of securities and other
obligations underlying all such futures contracts would exceed 50% of the value
of the Portfolio's total assets.

The High Yield Bond Portfolio may sell a security short as a hedge against
portfolio holdings whose credit is deteriorating. The Fund's short sales are
limited to situations where the Portfolio owns a debt security of a company and
sells short a different type of security issued by the same company such as
common or preferred stock or a senior or junior debt security. The total market
value of all securities sold short may not exceed 2% of the Portfolio's net
assets.

When and if available, fixed-income securities may be purchased at a
discount from face value. However, the Portfolio does not intend to hold such
securities to maturity for the purpose of achieving potential capital gains,
unless current yields on these securities remain attractive. From time to time
the Portfolio may purchase securities not paying interest at the time acquired
if, in the opinion of the Sub-Adviser, such securities have the potential for
future income or capital appreciation.

Securities offering the high current income sought by the High Yield Bond
Portfolio are ordinarily in the lower rating categories of recognized rating
agencies (that is, ratings of Baa or lower by Moody's or BBB by Standard &
Poor's) or are unrated and generally involve greater volatility of price and
risk of principal and income than securities in the higher rating categories.
The Portfolio may invest in securities rated Baa by Moody's or BBB by Standard &
Poor's as well as securities rated Ba or lower by Moody's or BB or lower by
Standard & Poor's. No minimum rating standard is required by the Portfolio.

While the Sub-Adviser may refer to ratings issued by established credit
rating agencies, it is not the Portfolio's policy to rely exclusively on ratings
issued by these rating agencies, but rather to supplement such ratings with
MFS's own independent ongoing review of the credit quality. The Portfolio's
achievement of its investment objective may be more dependent on the
Sub-Adviser's own credit analysis than in the case of an investment company
primarily investing in higher quality fixed-income securities. Since shares of
the Portfolio represent an investment in securities with fluctuating market
prices, the value of shares of the Portfolio will vary as the aggregate value of
the portfolio securities of the Portfolio increases or decreases. However,
changes in the value of securities subsequent to their acquisition will not
affect cash income or yield to maturity to the Portfolio.

The Portfolio seeks to maximize the return on its portfolio by taking
advantage of market developments, yield disparities and variations in the
creditworthiness of issuers. This may result in increases or decreases in the
holding by the Fund of debt securities which sell at moderate to substantial
premiums or discounts from face value. Moreover, if the Sub-Adviser's
expectations of changes in interest rates or its evaluation of the normal yield
relationship between two securities proves to be incorrect, the income, net
asset value and potential capital gain of the Portfolio may be decreased or its
potential capital loss may be increased.

The High Yield securities in which the High Yield Bond Portfolio may
invest may be rated below investment grade by Standard & Poor's or by Moody's
(i.e., bonds rated BB or below by Standard & Poor's or Ba or below by Moody's)
or be unrated. The High Yield Bond Portfolio may invest 100% of its net assets
in lower rated corporate debt obligations. Securities rated BB or below by
Standard & Poor's or Ba or below by Moody's (or comparable unrated securities),
commonly known as "high yield, high risk," are considered, on balance,
speculative with respect to capacity to pay interest, dividends and repay
principal in accordance with the terms of the obligation and will generally
involve more credit risk than securities in the higher rating categories. As a
result, investment in such securities will entail greater speculative risks than
those associated with investment-grade securities (i.e.,

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bonds rated BBB or higher by Standard & Poor's or Baa or higher by Moody's). The
Securities and Exchange Commission takes the position that securities rated BB
or below by Standard and Poor's or Ba or below by Moody's (or comparable unrated
securities) may be classified as "junk" or "junk bonds." No minimum rating
standard is required for a purchase of securities by the High Yield Bond, Growth
and Income or Growth Portfolios.

An economic downturn could severely affect the ability of highly leveraged
issuers to service their debt obligations or to repay their obligations upon
maturity. Factors having an adverse impact on the market value of lower rated
securities will have an adverse effect on a Portfolio's net asset value to the
extent it invests in such securities. In addition, a Portfolio may incur
additional expenses to the extent it is required to seek recovery upon a default
in payment of principal or interest on its portfolio holdings The secondary
market for high yield, high risk bond securities, which is concentrated in
relatively few market makers, may not be as liquid as the secondary market for
more highly rated securities, a factor which may have an adverse effect on a
Portfolio's ability to dispose of a particular security when necessary to meet
its liquidity needs. Under adverse market or economic conditions, the secondary
market for high yield, high risk bond securities could contract further,
independent of any specified adverse changes in the condition of a particular
issuer. As a result, a Portfolio could find it more difficult to sell these
securities or may be able to sell the securities only at prices lower than if
such securities were widely traded. Prices realized upon the sale of such lower
rated or unrated securities, under these circumstances, may be less than the
prices used in calculating a Portfolio's net asset value.

Since investors generally perceive that there are greater risks associated
with lower-rated debt securities, the yields and prices of such securities may
tend to fluctuate more than those for higher-rated securities. In the lower
quality segments of the fixed-income securities market, changes in perceptions
of issuers' creditworthiness tend to occur more frequently and in a more
pronounced manner than do changes in higher quality segments of the fixed-income
securities market resulting in greater yield and price volatility.

Another factor which causes fluctuations in the prices of fixed-income
securities is the supply and demand for similarly rated securities. In addition,
the prices of fixed-income securities fluctuate in response to the general level
of interest rates. Fluctuations in the prices of portfolio securities subsequent
to their acquisitions will not affect cash income from such securities but will
be reflected in a Portfolio's net asset value.

Lower-rated (and comparable non-rated) securities tend to offer higher
yields than higher-rated securities with the same maturities because the
historical financial condition of the issuers of such securities may not have
been as strong as that of other issuers. In addition to the risk of default,
there are the related costs of recovery on defaulted issues. The Sub-Advisers
will attempt to reduce these risks through diversification of these Portfolios'
portfolios and by analysis of each issuer and its ability to make timely
payments of income and principal, as well as broad economic trends in corporate
developments.

Small Company Portfolio

The Small Company Portfolio may invest up to 20% of its gross assets in
debt securities, including U.S. Government Obligations and corporate debt
securities. No more than 5% of the Portfolio's gross assets may be invested in
debt securities which are not investment grade quality. Non-investment grade
debt securities may be considered to have speculative characteristics. In the
event that the rating of an investment grade debt security held by the Portfolio
falls below investment grade, the Portfolio may continue to hold such security
if, in the opinion of the Sub-Investment Manager, such investment is considered
appropriate under the circumstances and is consistent with the Portfolio's
investment objective and policies.

The Small Company Portfolio intends to be substantially fully invested at
all times. If suitable investments are not immediately available, the Portfolio
may hold a portion of its assets in short-term investments such as commercial
paper, cash and cash equivalents, certificates of deposit, bankers' acceptances,
and other money market instruments. Short-term investments will not normally
represent more than 10% of the Portfolio's gross assets. For temporary defensive
purposes, however, the Portfolio may invest up to 100% of its gross assets in
such short-term investments. The Portfolio will assume a defensive posture only
when political and economic factors affect common stock markets to such an
extent that the Sub-Adviser believes there to be extraordinary risks in being
substantially invested in common stocks.

The Small Company Portfolio will invest primarily in U.S. companies, but
may, when deemed appropriate by the Sub-Investment Manager, invest in and hold
up to 25% of the Portfolio's gross assets in foreign securities, including both
direct investments and investments made through depository receipts. It is
anticipated that the Portfolio's investments in foreign securities will consist
primarily of equity securities of companies organized outside the U.S., though
they may also include debt obligations of foreign companies and governments. See
"Foreign Securities" and "Depository Receipts" for the special risks associated
with foreign investments.

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The Small Company Portfolio may invest in warrants, which are rights to
buy certain securities at set prices during specified time periods. The
Portfolio may also write covered call options and purchase call and put options
on securities and stock indices. The Portfolio may also purchase or write
financial futures contracts and options thereon, including stock index futures
contracts. The Portfolio may also enter into closing transactions with respect
to such options and futures contracts.

Issuers of small company securities tend to be companies which are smaller
or newer than those listed on the New York or American Stock Exchanges and are
traded primarily in the over-the-counter market (though they may be listed for
trading on the New York or American Stock Exchange). Because issuers of small
company securities tend to be smaller or less well established companies, they
may have limited product lines, market share or financial resources. While
small-cap company securities may offer a greater capital appreciation potential
than investments in mid- or large-cap company securities, they may also present
greater risks. Small-cap company securities tend to be more sensitive to changes
in earnings expectations and have lower trading volumes than mid- to large-cap
company securities and, as a result, they may experience more abrupt and erratic
price movements.

Growth Portfolio

The Portfolio invests primarily in equity securities that Strong Capital
Management, Inc. ("Strong"), the Growth Portfolio's Sub-Adviser, believes have
above-average growth prospects. Under normal market conditions, the Portfolio
will invest at least 65% of its total assets in equity securities, including
common stocks, preferred stocks and securities that are convertible into common
or preferred stocks, such as warrants and convertible bonds. While the emphasis
of the Growth Portfolio is clearly on equity securities, the Growth Portfolio
may invest a limited portion of its assets in debt obligations when the
Portfolio's Sub-Adviser perceives that they are more attractive than stocks on a
long-term basis. When the Sub-Adviser determines that market conditions warrant
a temporary defensive position, the Growth Portfolio may invest without
limitation in cash and short-term fixed-income securities.

The Growth Portfolio may invest up to 35% of its total assets in debt
obligations that are considered investment grade or, if not rated, of equivalent
investment quality as determined by Strong, including intermediate to long-term
corporate, U.S. Government or agency debt securities, bank obligations or
commercial paper. When Strong determines that market conditions warrant a
temporary defensive position, the Growth Portfolio may invest without
limitations in cash and short-term fixed income securities. Although the debt
obligations in which it invests will be primarily investment grade, the Fund may
invest up to 5% of its net assets in non-investment grade debt obligations (debt
securities rated Ba or lower by Moody's or BB or lower by Standard & Poor's).

The Growth Portfolio may invest up to 25% of its net assets in foreign
securities, including both direct investments and investments made through
depository receipts. See "Foreign Securities" and "Depository Receipts" for the
special risks associated with foreign investments.

The Portfolio may write put and call options. This means that the
Portfolio sells an option to another party to either sell a stock to (put) or
buy a stock from (call) the Portfolio at a predetermined price in the future.
When the Portfolio writes put or call options it will receive fees or premiums
but is exposed to losses due to changes in the value of the stock that the put
or call is written against. Writing options can serve as a limited or partial
hedge against adverse market movements. This is because declines in the value of
the hedged stock will be offset by the premium received for writing the option.
Whether or not this hedging strategy is successful depends on a variety of
factors, particularly the ability of the portfolio manager to predict movements
of the price of the hedged stock. The portfolio manager's decision to engage in
this hedging strategy will reflect the manager's judgment that writing an option
on a stock will provide value to the Portfolio.

The Portfolio may purchase obligations on a when-issued or forward
commitment basis, enter into repurchase, reverse repurchase and mortgage dollar
roll agreements, swap agreements, foreign currency transactions, loan its
portfolio securities, purchase restricted securities, forward foreign currency
contracts, options and futures contracts and borrow from banks. The Portfolio
may purchase zero coupon bonds, mortgage and other asset backed securities,
bonds with interests payable in kind, foreign government securities and the
securities of unsecured issuers. The Portfolio may also purchase the securities
of other investment companies and small capitalization companies. The Growth
Portfolio may make short sales against the box and invest up to 15% of its
assets in illiquid securities.

S&P Index 500 Portfolio

Investors look to indexes as a standard of market performance. Indexes are
model portfolios, that is, groups of stocks or bonds selected to represent an
entire market. The S&P 500 Index is a widely used measure of large US company
stock performance. It consists of the common stocks of 500 major corporations
selected according to size, frequency and ease by which their stocks trade, and
range and diversity of the American economy.

The S&P 500 Index Portfolio seeks to approximate as closely as possible,
before fees and expenses, the total return of the S&P 500 Index. To accomplish
this objective the Portfolio's Sub-Adviser, Barclays Global Fund Advisors
(Barclays), attempts to buy and sell all of the index's securities in the same
proportion as they are reflected in the S&P 500 Index, although the Portfolio
reserves the right not to invest in every security in the S&P 500 Index if it
is not practical to do so under the circumstances. Barclays does not seek to
beat the S&P 500 Index and does not seek temporary defensive positions when
markets appear to be overvalued. Barclays makes no attempt to apply economic,
financial or market analysis when managing the Portfolio. Including a security
among the Portfolio's holdings implies no opinion as to its attractiveness as an
investment.

The S&P 500 Index Portfolio may invest in stock index futures and options
on stock index futures as a substitute for a comparable market position in the
underlying securities. A stock index future obligates the seller to deliver
(and the purchaser to take), effectively, 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 the underlying stocks in the index
is made. Instead, the buyer and seller settle the difference in cash between
the contract price and the market price on the agreed upon date. The buyer
pays the difference if the actual price is lower than the contract price and
the seller pays the difference if the actual price is higher. With respect to
stock indices that are permitted investments, the Portfolio intends to purchase
and sell futures contracts on the stock index for which it can obtain the best
price with consideration also given to liquidity. There can be no assurance that
a liquid market will exist at the time when the Portfolio seeks to close out a
futures contract or a futures option position. Lack of a liquid market may
prevent liquidiation of an unfavorable position.

Growth and Income Portfolio

The Growth and Income Portfolio invests at least 80% of its assets in
common stocks and other equity securities such as preferred stocks and
securities convertible into common stock that are either listed on the New York
Stock Exchange, traded over-the-counter or, to a lesser extent, listed on other
national securities exchanges. Securities are selected principally for potential
capital appreciation, based upon such criteria as relatively low price to
earnings ratio and relatively low price to book value ratio, as compared to such
ratios for the market in general and, secondarily, for current income and
increasing future dividends.

The Growth and Income Portfolio may also invest without limit for
temporary or defensive purposes in high-grade debt securities and money market
securities, including U.S. Government Obligations, commercial paper and bank
obligations, and repurchase agreements.

The Growth and Income Portfolio will invest primarily in U.S. companies,
but may, when deemed appropriate by Credit Suisse, invest in and hold up to 20%
of the Portfolio's total assets in foreign securities, which are either traded
in the U.S. or securities of foreign issuers purchased directly in foreign
markets or foreign securities represented by Depository Receipts. The
Portfolio's

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investments in foreign securities will primarily be in equity securities of
companies organized outside the U.S., but may also include debt obligations of
foreign companies and governments.

The Growth and Income Portfolio may write covered call options or purchase
put and call options with respect to certain of its portfolio securities or
purchase stock index options for hedging purposes or to enhance income. The
Growth and Income Portfolio may also purchase or write futures contracts,
including stock index futures contracts. The Portfolio may also enter into
closing transactions with respect to such options and futures contracts.

The prices of the securities purchased for the Growth and Income Portfolio
will tend to fluctuate more than the prices of securities purchased for the Bond
Portfolio or the Money Market Portfolio. As a result, the net asset value of the
Growth and Income Portfolio may experience greater short-term and long-term
variations than Portfolios that invest primarily in fixed income securities.

Capital Growth Portfolio

Although the Portfolio expects that under normal conditions its assets
will be primarily invested in common stocks, to the extent that it is not so
invested, the Capital Growth Portfolio may also invest in other securities,
including: U.S. Government Obligations, corporate bonds and debentures, high
grade commercial paper, preferred stocks, convertible securities, warrants or
other securities of U.S. issuers when the Sub-Adviser perceives an opportunity
for capital growth from such securities or so that the Portfolio may receive a
return on its idle cash. Pursuant to an exemptive order received by the
Sub-Adviser from the SEC, the Portfolio may also invest in money market funds
managed by the Sub-Adviser as a means of receiving a return on idle cash. The
Portfolio's cash position may increase when the Sub-Adviser is unable to locate
investment opportunities that it believes have desirable risk/reward
characteristics. Investments in debt securities will be limited to securities of
U.S. companies, the U.S. Government and foreign governments and foreign
governmental entities. Foreign governmental entities include supranational
organizations, such as the European Economic Community and the World Bank, that
are chartered to promote economic development and are supported by various
governments and governmental entities. All debt securities in which the
Portfolio invests, except as noted below, will have credit ratings in the four
highest rating categories of Standard & Poor's or Moody's or other NRSROs or, if
not rated, will be of comparable quality to obligations so rated in the judgment
of the Sub-Investment Manager. The Capital Growth Portfolio may invest up to 5%
of its assets in bonds that are below investment grade (bonds rated Ba or lower
by Moody's or BB or lower by Standard & Poor's) and unrated securities of
comparable quality as determined by the Sub-Investment Manager.

Investments may also be made in foreign equity securities and in
Depository Receipts. The Portfolio will not invest more than 25% of its assets
in foreign securities denominated in foreign currencies and not publicly traded
in the U.S. Additionally, in order to manage exchange rate risks, the Portfolio
may enter into foreign currency exchange contracts (agreements to exchange one
currency for another at a future date).

The Portfolio may purchase and sell futures contracts and may write
covered call options and purchase call and put options as described in this
Statement of Additional Information.

The Portfolio may invest in "special situations" from time to time. A
special situation arises when, in the Sub-Adviser's opinion, the securities of a
particular company will be recognized and appreciate in value due to a specific
development, such as a technological breakthrough or a new product, at that
company.

The Portfolio expects that its securities will primarily be traded on U.S.
and foreign securities exchanges and established over-the-counter markets.

The foreign securities and ADRs, EDRs and GDRs in which the Portfolio may
invest involve special considerations and risks. Investing in foreign currency
exchange contracts involves certain risks since shifting the Portfolio's
currency exposure from one currency to another removes the Portfolio's
opportunity to profit from increases in the value of the original currency and
involves a risk of increased losses if the Sub-Adviser's projection of future
exchange rates is inaccurate. Investment in special situations may carry an
additional risk of loss in the event that the anticipated development does not
occur or does not attract the expected attention. The price of the securities
purchased by the Capital Growth Portfolio will tend to fluctuate more than the
prices of securities purchased by the Money Market Portfolio.

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Balanced Portfolio

The Balanced Portfolio may invest in any type or class of security.
Normally, the Balanced Portfolio will invest in common stocks and fixed income
securities; however, it may also invest in warrants and in securities
convertible into common stocks. At least 25% of the value of its assets will be
invested in fixed income securities. The Portfolio may purchase and sell futures
contracts and may write covered call options and purchase call and put options
as described in this Statement of Additional Information. The Portfolio may also
invest in zero coupon debt obligations. In order to provide additional
diversification the Portfolio may invest in equity and debt securities of
foreign issuers (and in Depository Receipts) limited to 15% of the Portfolio's
total assets.

In implementing the investment objectives of the Balanced Portfolio, Janus
will select securities believed to have potential for the production of current
income, with emphasis on securities that also have potential for capital
enhancement. In an effort to protect its assets against major market declines,
or for other temporary defensive purposes, the Balanced Portfolio may actively
pursue a policy of retaining cash or investing part or all of its assets in cash
equivalents, such as U.S. Government Obligations, high grade commercial paper
and U.S. dollar obligations of foreign branches of U.S. banks. Pursuant to an
exemptive order received by Janus from the SEC, the Portfolio may also invest in
money market funds managed by Janus as a means of receiving a return on idle
cash. The Portfolio's cash position may increase when Janus is unable to locate
investment opportunities that it believes have desirable risk/reward
characteristics.

The prices of equity securities in which the Balanced Portfolio invests
will fluctuate day to day and, as a result, the value of an investment in the
Balanced Portfolio will vary based upon such market conditions. The value of the
Balanced Portfolio's investment in fixed income securities will vary depending
on various factors including prevailing interest rates. Fixed income securities
are also subject to the ability of the issuer to make payments of principal and
interest when due. Although the Balanced Portfolio seeks to reduce both
financial and market risks associated with any one investment medium,
performance of the Balanced Portfolio will depend on such additional factors as
timing the mix of investments and the ability of Janus to predict and react to
changing market conditions. Investment in foreign securities and ADRs involve
special considerations and risks.

Emerging Growth Portfolio

While the Portfolio will invest primarily in common stocks, the Portfolio
may, to a limited extent, seek appreciation in other types of securities such as
fixed income securities (which may be unrated), convertible securities and
warrants when relative values make such purchases appear attractive either as
individual issues or as types of securities in certain economic environments.

The Portfolio may also enter into forward foreign currency exchange
contracts for the purchase or sale of foreign currency for hedging purposes and
non-hedging purposes, including transactions entered into for the purpose of
profiting from anticipated changes in foreign currency exchange rates, as well
as options on foreign currencies. The Portfolio may also hold foreign currency.
The Portfolio may invest up to 25% of its total assets in foreign securities
which may be traded on foreign exchanges. The Portfolio may hold cash
equivalents or other forms of debt securities as a reserve for future purchases
of common stock or to meet liquidity needs. The Portfolio may also invest in
emerging market securities.

The Portfolio may invest up to 5% of its assets in below investment grade
fixed income securities or comparable unrated securities. Investments in below
investment grade fixed income securities, while offering generally high current
income and generally providing greater income and opportunity for gain than
investments in higher rated securities, usually entail greater risk of principal
and income (including the possibility of default or bankruptcy of the issuers of
such securities), and involve greater volatility of price (especially during
periods of economic uncertainty or change) than investments in higher rated
securities and because yields may vary over time, no specified level of income
can ever be assured.

The Portfolio may also invest in fixed income securities rated Baa
(Moody's) or BBB (S&P), or better, and comparable unrated securities. Securities
rated Baa or BBB, while normally exhibiting adequate protection parameters, may
have speculative characteristics and changes in economic conditions and other
circumstances are more likely to lead to a weakened capacity to make principal
and interest payments than in the case of higher rated securities.

The Portfolio may invest in corporate asset-backed securities. The
Portfolio may write covered call and put options and purchase call and put
options on securities and stock indices in an effort to increase current income
and for hedging purposes. The Portfolio may also purchase and sell stock index
futures contracts and may write and purchase options thereon for hedging
purposes and for non-hedging purposes, subject to applicable law. In addition,
the Portfolio may purchase portfolio securities on a "when-issued" or on a
"forward delivery" basis. The Portfolio may also invest a portion of its assets
in "loan participations".

While it is not generally the Portfolio's policy to invest or trade for
short-term profits, the Portfolio may dispose of a portfolio security whenever
MFS, the Sub-Investment Manager, is of the opinion that such security no longer
has an appropriate appreciation potential or when another security appears to
offer relatively greater appreciation potential. Subject to tax requirements,
portfolio changes are made without regard to the length of time a security has
been held, or whether a sale would result in a profit or loss.

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During periods of unusual market conditions when MFS, believes that
investing for temporary defensive purposes is appropriate, or in order to meet
anticipated redemption requests, a large portion or all of the assets of the
Portfolio may be invested in cash or cash equivalents including, but not limited
to, obligations of banks (including certificates of deposit, bankers'
acceptances and repurchases agreements) with assets of $1 billion or more,
commercial paper, short-term notes, obligations issued or guaranteed by the U.S.
Government or any of its agencies, authorities or instrumentalities and related
repurchase agreements. U.S. Government securities also include interests in
trust or other entities representing interests in obligations that are issued or
guaranteed by the U.S. Government, its agencies, authorities or
instrumentalities.

The nature of investing in emerging growth companies involves greater risk
than is customarily associated with investments in more established companies.
Emerging growth companies often have limited product lines, markets or financial
resources, and they may be dependent on one-person management. In addition,
there may be less research available on many promising small and medium sized
emerging growth companies. The securities of emerging growth companies may have
limited marketability and may be subject to more abrupt or erratic market
movements than securities of larger, more established growth companies or the
market averages in general. Shares of the Portfolio, therefore, are subject to
greater fluctuation in value than shares of a conservative equity Portfolio or
of a growth Portfolio which invests entirely in proven growth stocks.

DESCRIPTION OF CERTAIN INVESTMENTS

The following is a description of certain types of investments which may
be made by the Portfolios and which may involve certain specific risks,
discussed under "RISK CONSIDERATIONS" below:

Bank Obligations

All of the Portfolios may acquire obligations of banks. These include
certificates of deposit, which are normally limited to $100,000 per issuing
bank, bankers' acceptances and time deposits. Certificates of deposit are
generally short-term, interest-bearing negotiable certificates issued by
commercial banks or savings and loan associations against funds deposited in the
issuing institution. Bankers' acceptances are time drafts drawn on a commercial
bank by a borrower, usually in connection with an international commercial
transaction (to finance the import, export, transfer or storage of goods). With
a bankers' acceptance, 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. Most bankers' acceptances have maturities of six months or less and are
traded in secondary markets prior to maturity. Time deposits are generally
short-term, interest-bearing negotiable obligations issued by commercial banks
against funds deposited in the issuing institution. None of the Portfolios will
invest in time deposits maturing in more than seven days.

The Money Market Portfolio will not invest in any security issued by a
commercial bank unless the bank is organized and operating in the U.S. and is a
member of the Federal Deposit Insurance Corporation. However, this limitation
shall not prohibit investments in foreign branches of U.S. banks which otherwise
meet the foregoing requirements.

Repurchase Agreements

All of the Portfolios, may invest in repurchase agreements.

All of the Portfolios may enter into repurchase agreements, whereby the
Portfolio purchases securities (referred to as "underlying securities") from
well-established securities dealers or banks, subject to agreement by the seller
to repurchase the securities at a stated price on a specified date. The total
amount received on repurchase would be calculated to exceed the price paid by
the Portfolio, reflecting an agreed upon market rate of interest for the period
from the time of the repurchase agreement to the settlement date, and would not
necessarily be related to the interest rate on the underlying securities. The
differences between the total amount to be received upon repurchase of the
securities and the price which was paid by the Portfolio upon their acquisition
is accrued as interest and is included in the Portfolio's net income declared as
dividends. The underlying securities will consist of high-quality securities.
With respect to the Money Market Portfolio, the underlying security must be
either a U.S. Government Obligation or a security rated in the highest rating
category by the Requisite NRSROs (as defined in the Prospectus) and must be
determined to present minimal credit risk. The Fund has the right to sell
securities subject to repurchase agreements but would be required to deliver
identical securities upon maturity of the repurchase agreements unless the
seller fails to pay the repurchase price. It is each Portfolio's intention not
to sell securities subject to repurchase agreements prior to the agreement's
maturity.
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Repurchase agreements involve certain risks not associated with direct
investment in securities, including the risk that the original seller will
default on its obligations to repurchase, as a result of bankruptcy or
otherwise. If the seller defaults or becomes insolvent, a Portfolio could
realize delays, costs or a loss in asserting its rights to the collateral in
satisfaction of the seller's repurchase agreeement. To minimize this risk, a
Portfolio will enter into repurchase agreements only if the repurchase agreement
is structured in a manner reasonably designed to collateralize fully the value
of a Portfolio's investment during the entire term of the agreement and in
accordance with guidelines regarding the creditworthiness of the seller
determined by the Board of Directors of the Fund. As a general matter, if the
seller of the repurchase agreement is a bank it must have assets of at least
$1,000,000,000; if the seller is a broker-dealer it must have a net worth of at
least $25,000,000. The underlying securities, held as collateral, will be marked
to market on a daily basis, and must be high-quality short-term securities.
The seller must provide additional collateral if at any time the market value
of the obligation falls below the repurchase price. In addition, the securities
underlying repurchase agreements must be either U.S. Government Obligations or
securities that, at the time the repurchase agreement is made, are rated in the
highest rating category by the Requisite NRSROs. Nevertheless, in the event that
the other party to the agreement fails to repurchase the securities subject to
the agreement, a Portfolio could suffer a loss to the extent proceeds from the
sale of the underlying securities held as collateral were less than the price
specified in the repurchase agreement.

Commercial Paper

All of the Portfolios may invest in commercial paper. Commercial paper
involves an unsecured promissory note issued by a corporation. It is usually
sold on a discount basis and has a maturity at the time of issuance of nine
months or less. In connection with the World Growth Stock Portfolio and the
Small Company Portfolio, on the date of investment, such paper must be rated A-1
by Standard & Poor's Corporation ("Standard & Poor's") or Prime-1 by Moody's
Investor's Service, Inc. ("Moody's"), the highest commercial paper ratings, or
the highest commercial paper ratings by other Nationally Recognized Securities
Rating Organization (NRSROs), or, if not rated, must have been issued by a
corporation with an outstanding debt issue rated AAA or AA by Standard & Poor's
or AAA or Aa by Moody's as described below, and be of equivalent investment
quality in the judgment of the Portfolio's Investment Manager or Sub-Investment
Manager, as appropriate. On the date of investment, with respect to the Money
Market Portfolio, such paper or its issuer must be rated in one of the two
highest commercial paper rating categories by at least two NRSROs which have
issued a rating with respect to such commercial paper or its issuer or by one
NRSRO if that paper or its issuer has been rated by only one NRSRO or, if not
rated, must be of comparable quality. In connection with the Growth and Income
Portfolio, the Capital Growth Portfolio, and the Growth Portfolio, on the date
of investment, such paper must be rated within the three highest categories by
Moody's, Standard & Poor's or other NRSROs or, if not rated, must be of
equivalent investment quality in the judgment of the Portfolio's Investment
Manager or Sub-Investment Manager, as appropriate, except that the Capital
Growth Portfolio may invest up to 5% of its assets in debt securities that are
below investment-grade.

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The Global Hard Assets Portfolio may invest in commercial paper which
is indexed to certain specific foreign currency exchange rates. The terms of
such commercial paper provide that its principal amount is adjusted upwards or
downwards (but not below zero) at maturity to reflect changes in the exchange
rate between two currencies while the obligation is outstanding. The Portfolio
will purchase such commercial paper with the currency in which it is denominated
and, at maturity, will receive interest and principal payments thereon in that
currency, but the amount or principal payable by the issuer at maturity will
change in proportion to the change (if any) in the exchange rate between two
specified currencies between the date the instrument is issued and the date the
instrument matures. While such commercial paper entails the risk of loss of
principal, the potential for realizing gains as a result of changes in foreign
currency exchange rate enables the Portfolio to hedge or cross-hedge against a
decline in the U.S. dollar value of investments denominated in foreign
currencies while providing an attractive money market rate of return. The
Portfolio will purchase such commercial paper for hedging purposes only, not for
speculation. The staff of the Securities and Exchange Commission has been
considering whether the purchase of this type of commercial paper would result
in the issuance of a "senior security" within the meaning of the 1940 Act. The
Portfolio believes that such investments do not involve the creation of such a
senior security, but nevertheless will establish a segregated account with
respect to its investments in this type of commercial paper and maintain in such
account cash not available for investment or U.S. Government securities or other
liquid high quality securities having a value equal to the aggregate principal
amount of outstanding commercial paper of this type.

Loan Participations and Other Direct Indebtedness

The Portfolios may purchase loan participations and other direct
indebtedness. In purchasing a loan participation, a Portfolio acquires some or
all of the of the interest of a bank or other lending institution in a loan to a
corporate borrower. Many such loans are secured, although some may be unsecured.
Such loans may be in default at the time of purchase. Loans and other direct
indebtedness that are fully secured offer a Portfolio more protection than an
unsecured loan in the event of non-payment of scheduled interest or principal.
However, there is no assurance that the liquidation collateral from a secured
loan or other direct indebtedness would satisfy the corporate borrower's
obligation, or that the collateral can be liquidated.

These loans and other direct indebtedness are made generally to finance
internal growth, mergers, acquisitions, stock repurchases, leveraged buy-outs
and other corporate activities. Such loans and other direct indebtedness loans
are typically made by a syndicate of lending institutions represented by an
agent lending institution which has negotiated and structured the loan and is
responsible for collecting interest, principal and other amounts due on its own
behalf and on behalf of the others in the syndicate, and for enforcing its and
their other rights against the borrower. Alternatively, such loans and other
direct indebtedness may be structured as a novation, pursuant to which the
Portfolio would assume all of the rights of the lending institution in a loan,
or as an assignment, pursuant to which the Portfolio would purchase an
assignment of a portion of a lender's interest in a loan or other direct
indebtedness either directly from the lender or through an intermediary. A
Portfolio may also purchase trade or other claims against companies, which
generally represent money owed by the company to a supplier of goods or
services. These claims may also be purchased at a time when the company is in
default.

Certain of the loan participations and other direct indebtedness acquired
by a Portfolio may involve revolving credit facilities or other standby
financing commitments which obligates a Portfolio to pay additional cash on a
certain date or on demand. These commitments may have the effect of requiring a
Portfolio to increase its investment in a company at a time when the Emerging
Growth Portfolio might not otherwise decide to do so (including at a time when
the company's financial condition makes it unlikely that such amounts will be
repaid). To the extent that a Portfolio is committed to advance additional
funds, it will at all times hold and maintain in a segregated account liquid
assets in an amount sufficient to meet such commitments.

The Portfolio's ability to receive payment of principal, interest and
other amounts due in connection with these investments will depend primarily on
the financial condition of the borrower. In selecting the loan participations
and other direct indebtedness which the Portfolio will purchase, The Sub-Adviser
will rely upon its own (and not the original lending institution's) credit
analysis of the borrower. As the Portfolio may be required to rely upon another
lending institution to collect and pass on to the Portfolio amounts payable with
respect to the loan and to enforce the Portfolio's rights under the loan and
other direct indebtedness, an insolvency, bankruptcy or reorganization of the
lending institution may delay or prevent the Portfolio from receiving such
amounts. In such cases, the Portfolio will evaluate as well the creditworthiness
of the lending institution and will treat both the borrower and the lending
institution as an "issuer" of the loan participation for the purposes of certain
investment restrictions pertaining to the diversification of the Portfolio's
investments. The highly leveraged nature of many such loans and other direct
indebtedness may make such loans and other direct indebtedness especially
vulnerable to adverse changes in economic or market conditions. Investments in
such loans and other direct indebtedness may involve additional risk to the
Portfolio. For example, if a loan or other direct indebtedness is foreclosed,
the Portfolio could become part owner of any collateral, and would bear the
costs and liabilities associated with owning and disposing of collateral. In
addition, it is conceivable that under emerging legal theories of lender
liability, the Portfolio could be held liable as co-lender. It is unclear
whether loans and other forms of direct

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indebtedness offer securities law protections against fraud and
misrepresentation. In the absence of definitive regulatory guidance, the
Portfolio relies on the Sub-Adviser's research in an attempt to avoid situations
where fraud and misrepresentation could adversely affect the Portfolio. In
addition, loan participations and other direct investments may not be in the
form of securities or may be subject to restrictions on transfer, and only
limited opportunities may exist to resell such instruments. As a result, the
Portfolio may be unable to sell such investments at an opportune time or may
have to resell them at less than fair market value.

Corporate Asset-Backed Securities

The Growth Portfolio, the High Yield Bond Portfolio, the Global Hard
Assets Portfolio, the International Equity Portfolio and the Emerging Growth
Portfolio may invest in corporate asset-backed securities. These securities,
issued by trusts and special purpose corporations, are backed by a pool of
assets, such as credit card or automobile loan receivables, representing the
obligations of a number of different parties.

Corporate asset-backed securities present certain risks. For instance, in
the case of credit card receivables, these securities may not have the benefit
of any security interest in the related collateral. Credit card receivables are
generally unsecured and the debtors are entitled to the protection of a number
of state and federal consumer credit laws, many of which give such debtors the
right to set off certain amounts owed on the credit cards, thereby reducing the
balance due. Most issuers of automobile receivables permit the servicers to
retain possession of the underlying obligations. If the servicer were to sell
these obligations to another party, there is a risk that the purchaser would
acquire an interest superior to that of the holders of the related automobile
receivables. In addition, because of the large number of vehicles involved in a
typical issuance and technical requirements under state laws, the trustee for
the holders of the automobile receivables may not have a proper security
interest in all of the obligations backing such receivables. Therefore, there is
the possibility that recoveries on repossessed collateral may not, in some
cases, be available to support payments on these securities. The underlying
assets (e.g., loans) are also subject to prepayments which shorten the
securities' weighted average life and may lower their return.

Corporate asset-backed securities are often backed by a pool of assets
representing the obligations of a number of different parties. To lessen the
effect of failures by obligors and underlying assets to make payments, the
securities may contain elements of credit support which fall into two
categories: (i) liquidity protection and (ii) protection against losses
resulting from ultimate default by an obligor on the underlying assets.
Liquidity protection refers to the provision of advances, generally by the
entity administering the pool of assets, to ensure that the receipt of payments
on the underlying pool occurs in a timely fashion. Protection against losses
resulting from ultimate default ensures payment through insurance policies or
letter of credit obtained by the issuer or sponsor from third parties. The Fund
will not pay any additional or separate fees for credit support. The degree of
credit support provided for each issue is generally based on historical
information respecting the level of credit risk associated with the underlying
assets. Delinquency or loss in excess of that anticipated or failure of the
credit support could adversely affect the return on an investment in such a
security.

The International Equity Portfolio, the High Yield Bond Portfolio, the
Growth Portfolio, the Growth and Income, the Global Hard Assets Portfolio and
the Emerging Growth Portfolios may invest in mortgage-backed securities, which
represent direct or indirect participation in, or are collateralized by and
payable from mortgage loans secured by real property.

Mortgage backed securities are often subject to more rapid repayment than
their stated maturity date would indicate as a result of the pass-through of
prepayments of principal on the underlying loans. This can occur when interest
rates decline significantly. A Portfolio's ability to maintain positions in such
securities will be affected by reductions in the principal amount of such
securities resulting from prepayments and its ability to reinvest the returns or
principal at comparable yields is subject to generally prevailing interest rates
at that time. To the extent that a Portfolio invests in mortgage-backed
securities, the values of its securities will vary with changes in market
interest rates generally and the differentials in yields among various U.S.
Government Securities and other mortgage-backed securities.

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Lending of Securities

Subject to their investment limitations the Portfolios may seek to
increase their income by lending portfolio securities. Such loans will usually
be made to member banks of the Federal Reserve System and to its member firms
(and subsidiaries thereof) of the New York Stock Exchange and would be required
to be secured continuously by collateral in cash, cash equivalents, or U.S.
Government securities maintained on a current basis at an amount at least equal
to the market value of the securities loaned. The Portfolios would have the
right to call a loan and obtain the securities loaned at any time on customary
industry settlement notice (which will usually not exceed five days). During the
existence of a loan, the Portfolio would continue to receive the equivalent of
the interest or dividends paid by the issuer on the securities loaned and would
also receive compensation based on investment of the cash collateral or a fee.
The Emerging Growth Portfolio would not, however, have the right to vote any
securities having voting rights during the existence of the loan, but would call
the loan in anticipation of an important vote to be taken among holders of the
securities or of the giving or withholding of their consent on a material matter
affecting the investment. As with other extensions of credit, there are risks of
delay in recovery or even loss of rights in the collateral should the borrower
fail financially. However, the loans would be made only to firms deemed by The
Sub-Adviser to be of good standing, and when, in the judgment of The
Sub-Adviser, the consideration which could be earned currently from securities
loans of this type justifies the attendant risk. If The Sub-Adviser determines
to make securities loans, it is not intended that the value of the securities
loaned would exceed 30% of the value of the Emerging Growth Portfolio's total
assets. The Portfolios may pay reasonable administrative and custody fees in
connection with loans of securities and may pay a portion of the interest or fee
earned with respect to the collateral to the borrower or the placing broker.

Forward Commitments

The Portfolios except the Money Market Portfolio may, from time to time,
purchase securities on a forward commitment, when issued, or delayed delivery
basis. The price of such forward commitment securities, which may be expressed
in yield terms, is fixed at the time the commitment to purchase is made.
Delivery and payment will take place at a later date. Normally, the settlement
date may take up to three months. During the period between purchase and
settlement, no payments are made by the Portfolio to the issuer and no interest
accrues to the Portfolio. Forward commitments involve a risk of loss if the
value of the security to be purchased declines prior to the settlement date.
While forward commitment securities may be sold prior to the settlement date,
each Portfolio intends to purchase such securities with the purpose of actually
acquiring them, unless a sale appears desirable for investment reasons. At the
time a Portfolio makes the commitment to purchase a security on a forward
commitment basis, the Portfolio will record the transaction and reflect the
value of the security in determining its net asset value. The Investment
Managers do not believe that the net asset value or income of the Portfolios
will be adversely affected by the purchase of securities on a forward commitment
basis. Each Portfolio using forward commitments will maintain with its custodian
in a segregated account liquid assets equal in value to its total commitments
for forward commitment securities.

Forward Foreign Currency Exchange Contracts

The Portfolios (except the Money Market Portfolio) may utilize forward
foreign currency exchange contracts ("forward currency contracts") to hedge
against the decline of a currency in which the Portfolio's securities are
denominated or exposed. A forward currency contract involves an obligation to
purchase or sell a specific currency at a future date, which may be any fixed
number of days from the date of the forward currency contract agreed upon by the
parties, at a price set at the time of the contract. These forward currency
contracts are principally traded in the interbank market conducted directly
between currency traders (usually large commercial banks) and their customers.
The Portfolios will enter into forward currency contracts only under two
circumstances. First, when a Portfolio has entered into a contract to purchase
or sell a security denominated in or exposed to a foreign currency, the
Portfolio may be able to protect itself against a possible loss, between trade
date and settlement date for such security, resulting from an adverse change in
the relationship between the U.S. dollar and the foreign currency in which such
security is denominated or exposed, by entering into a forward currency contract
in U.S. dollars for the purchase or sale of the amount of the foreign currency
involved in the underlying security transaction. However, this tends to limit
potential gains which might result from a positive change in such currency
relationships. Second, when management of a Portfolio believes that the currency
of a particular foreign country may suffer or enjoy a substantial movement
against the U.S. dollar (or another currency), the Portfolio may enter into a
forward currency contract to sell or buy an amount of foreign currency
approximating the value of

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<PAGE>

some or all of the Portfolio's securities denominated in or exposed to such
foreign currency, or a proxy currency whose performance is expected to correlate
to the currency.

The Portfolios may enter into forward currency contracts or maintain a net
exposure on such contracts only if (i) the consummation of the contracts would
not obligate the Portfolio to deliver an amount of foreign currency in excess of
the value of the Portfolio's securities or other assets denominated in or
exposed to the currency and (ii) the Portfolios maintain with their custodian
liquid assets in a segregated account in an amount not less than the value of
the Portfolio's total assets committed to the consummation of the contracts or
otherwise cover the forward currency contract in accordance with the current
SEC's regulations. The forecasting of short-term currency market movement is
extremely difficult and whether such a short-term hedging strategy will be
successful is highly uncertain.

The Portfolios' use of forward foreign currency exchange contracts
involves the special risks described below. The precise matching of the amounts
of foreign currency contracts and the value of the portfolio securities being
hedged will not generally be possible, because the future value of such
securities in foreign currencies will change as a consequence of movements in
the market value of those securities between the dates the forward currency
contracts are entered into and the dates they mature.

In addition, since it is impossible to forecast with precision the market
value of portfolio securities at the expiration or maturity of a forward
currency contract, it may be necessary for the Portfolio to purchase additional
foreign currency on the spot (i.e., cash) market (and bear the expense of such
purchase) if the market value of the securities being hedged is less than the
amount of foreign currency the Portfolio would be obligated to deliver upon the
sale of such securities. Conversely, it may be necessary for the Portfolio to
sell some of the foreign currency received upon the sale of portfolio securities
on the spot market if the market value of such securities exceeds the amount of
foreign currency the Portfolio is obligated to deliver.

Further, the Portfolios may not always be able to enter into a forward
currency contract when the Sub-Investment Manager deems it advantageous to do
so, for instance, if the Portfolio is unable to find a counterparty to the
transaction at an attractive price. Moreover, the Portfolio may not be able to
purchase forward currency contracts with respect to all of the foreign
currencies in which its portfolio securities may be denominated. In those
circumstances, and in other circumstances in which the Portfolio enters into a
cross-hedging forward currency contract, the correlation between the movements
in the exchange rates of the subject currency and the currency in which the
portfolio security is denominated may not be precise. Finally, the cost of
purchasing forward currency contracts in a particular currency will reflect, in
part, the rate of return available on instruments denominated in that currency.
The cost of purchasing forward contracts to hedge portfolio securities that are
denominated in currencies that, in general, yield high rates of return may,
therefore, tend to reduce the rate of return.

Depository Receipts

The World Growth Portfolio, the International Equity Portfolio, the Global
Hard Assets Portfolio, the Growth Portfolio, the Small Company Portfolio, the
Growth and Income Portfolio, the Capital Growth Portfolio, the Balanced
Portfolio, the High Yield Bond Portfolio and the Emerging Growth Portfolio may
also invest in Depository Receipts, (ADRs, GDRs and EDRs.) ADRs are certificates
issued by a United States bank representing the right to receive securities of a
foreign issuer deposited in a foreign branch of a United States bank and traded
on a United States exchange or over-the-counter. European Depository Receipts
("EDRs") and Global Depository Receipts ("GDRs") are typically issued by foreign
banks or trust companies, although they may be by US banks or trust companies,
and also evidence ownership of underlying securities issued by a foreign or U.S.
securities market. Investments in ADR's often have advantages over direct
investments in the underlying foreign securities, including the following: they
are more liquid investments, they can be sold for U.S. dollars, they may be
transferred easily, market quotations are readily available in the U.S. and more
uniform financial information is available for the issuers of such securities.

Generally, Depository Receipts in registered form are designed for use in
the U.S. securities market and Depository Receipts in bearer form are designed
for use in securities markets outside the United States. Depository Receipts may
not necessarily be denominated in the same currency as the underlying securities
in to which they may be converted. Depository Receipts may be issued pursuant to
sponsored or unsponsored programs. In sponsored programs, an issuer has made
arrangements to have its securities traded in the form of Depository Receipts.
In unsponsored programs the issuer may not be directly involved in the creation
of the program. In some cases it may be easier to obtain financial information
from an issuer that has participated in the creation of the sponsored program.
Accordingly, there may be less information available regarding issuers of
securities underlying unsponsored programs and there may not be a correlation
between such information and the market value of the securities. There are no
fees imposed on the purchase or sale of ADR's when purchased from the issuing
bank in the initial underwriting, although the issuing bank may impose charges
for the collection of dividends and the conversion of ADR's into the underlying
ordinary shares. Brokerage commissions will be incurred if ADRs are purchased
through brokers on the U.S. stock exchanges.

Depository Receipts also involve the risks of other investment in foreign
securities; for purposes of each Fund's investment policies, a Fund's investment
in Depository Receipts will be deemed to be investments in the underlying
securities.

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Restricted and Illiquid Securities

Illiquid investments include many restricted securities, repurchase
agreements that mature in more than seven days, currency and interest rate
swaps, time deposits that mature in more than seven days or that have a notice
or demand period more than seven days, certain over-the-counter option
contracts, participation interests in loans, securities not readily marketable
and certain restricted securities.

Certain repurchase agreements which provide for settlement in more than
seven days, however, can be liquidated before the nominal fixed term on seven
days or less notice. The Portfolios will consider such repurchase agreements as
liquid. Likewise, restricted securities (including commercial paper issued
pursuant to 4(2) of the 33 Act) that the Board of Directors or the sub-advisers
have determined to be liquid will be treated as such.

Securities and Index Options

All of the Portfolios, except the Money Market Portfolio may write (sell)
covered call options and purchase call options in order to close transactions.
In addition, the Growth and Income Portfolio, the Capital Growth Portfolio, the
Balanced Portfolio, the International Equity Portfolio, the Growth Portfolio,
the High Yield Bond Portfolio, the Global Hard Assets Portfolio and the Emerging
Growth Portfolio may purchase put and call options to enhance investment
performance or for hedging purposes. The Small Company Portfolio may purchase
put and call options for hedging purposes. The options activities of a Portfolio
may increase its portfolio turnover rate and the amount of brokerage commissions
paid. These commissions may be higher than those which would apply to purchases
and sales of securities directly.

Writing Covered Call Options. A call option is a contract that gives the
holder (buyer) of the option the right to buy (in return for a premium paid),
and the writer of the option (in return for a premium received) the obligation
to sell, the underlying security at a specified price (the exercise price) at
any time before the option expires. A covered call option is a call in which the
writer of the option, for example, owns the underlying security throughout the
option period. In such cases, the security covering the call will be maintained
in a segregated account with the Fund's custodian. The exercise price of a call
option written by a Portfolio may be below, equal to or above the current market
value of the underlying security at the time the option is written. A Portfolio
will write covered call options to reduce the risks associated with certain of
its investments or to increase total investment return through the receipt of
premiums.

A Portfolio may attempt to protect itself from loss due to a decline in
value of the underlying security or from the loss of appreciation due to its
rise in value by buying an identical option, in which case the purchase cost of
such option may offset the premium received for the option previously written.
In order to do this, the Portfolio makes a "closing purchase transaction" by the
purchase of a call option on the same security with the same exercise price and
expiration date as the covered call option which it has previously written. The
Portfolio will realize a gain or loss from a closing purchase transaction if the
amount paid to purchase a call option is less or more than the amount received
from the sale of the corresponding call option. Also, because increases in the
market price of a call option will generally reflect increases in the market
price of the underlying security, any loss resulting from the exercise or
closing out of a call option is likely to be offset in whole or in part by
unrealized appreciation of the underlying security owned by the Portfolio.

Purchasing Put and Call Options. A Portfolio may purchase put options on
securities to protect its holdings in an underlying or related security against
an anticipated decline in market value. Such hedge protection is provided only
during the life of the option. Securities are considered related if their price
movements generally correlate with one another. The purchase of put options on
securities held by a Portfolio or related to such securities will enable a
Portfolio to preserve, at least partially, unrealized gains in an appreciated
security in its portfolio without actually selling the security. In addition, a
Portfolio will continue to receive interest or dividend income on the security.

A Portfolio may purchase call options on individual securities or stock
indices in order to take advantage of anticipated increases in the price of
those securities by purchasing the right to acquire the securities underlying
the option or, with respect to options on indices, to receive income equal to
the value of such index over the strike price. As the holder of a call option
with respect to individual securities, a Portfolio obtains the right to purchase
the underlying securities at the exercise price at any time during the option
period. As the holder of a call option on a stock index, a Portfolio obtains the
right to receive, upon exercise of

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<PAGE>

the option, a cash payment equal to the multiple of any excess of the value of
the index on the exercise date over the strike price specified in the option.

Options on Indexes. A Portfolio may write covered call options and
purchase put and call options on appropriate securities indexes for the purpose
of hedging against the risk of unfavorable price movements adversely affecting
the value of a Portfolio's securities or to enhance income. Unlike a stock
option which gives the holder the right to purchase or sell a specified stock at
a specified price, an option on a securities index gives the holder the right to
receive a cash settlement amount based upon price movements in the stock market
generally (or in a particular industry or segment of the market represented by
the index) rather than the price movements in individual stocks.

A securities index fluctuates with changes in the market values of the
securities so included. For example, some securities index options are based on
a broad market index such as the S&P 500 or the NYSE Composite Index, or a
narrower market index such as the S&P 100. Indexes may also be based on an
industry or market segment such as the AMEX Oil and Gas Index or the Computer
and Business Equipment Index. Options on stock indexes are currently traded on
the following exchanges, among others: The Chicago Board Options Exchange, New
York Stock Exchange and American Stock Exchange. Options on other types of
securities indexes, which do not currently exist, including indexes on certain
debt securities, may be introduced and traded on exchanges in the future.

Options Risks. During the option period, the writer of a call option
has, in return for the premium received on the option, given up the
opportunity for capital appreciation above the exercise price should the
market price of the underlying security increase, but has retained the risk
of loss should the price of the underlying security decline. The writer has
no control over the time when it may be required to fulfill its obligation as
a writer of the option. The premium is intended to offset that loss in whole
or in part. Unlike the situation in which the Portfolio owns securities not
subject to a call option, the Portfolio in writing call options must assume
that the call may be exercised at any time prior to the expiration of its
obligation as a seller, and that in such circumstances the net proceeds
realized from the sale of the underlying securities pursuant to the call may
be substantially below the prevailing market price, although it must be at
the previously agreed to exercise price.

The risk of purchasing a call option or a put option is that the Portfolio
may lose the premium it paid plus transaction costs. If a Portfolio does not
exercise the option and is unable to close out the position prior to expiration
of the option, it will lose its entire investment. An option position may be
closed out only on an exchange that provides a secondary market for an option of
the same series. Although a Portfolio will write and purchase options only when
the Sub-Adviser believes that a liquid secondary market will exist for options
of the same series, there can be no assurance that a liquid secondary market
will exist for a particular option at a particular time and that a Portfolio, if
it so desires, can close out its position by effecting a closing transaction. If
the writer of a covered call option is unable to effect a closing purchase
transaction, it cannot sell the underlying security until the option expires or
the option is exercised. Accordingly, a covered call writer may not be able to
sell the underlying security at a time when it might otherwise be advantageous
to do so.

The effectiveness of hedging through the purchase of securities index
options will depend upon the extent to which price movements in the portion of
the securities portfolio being hedged correlate with price movements in the
selected securities index. Perfect correlation is not possible because the
securities held or to be acquired by a Portfolio will not exactly match the
composition of the securities indexes on which options are written. The
principal risk in purchasing securities index options is that the premium and
transaction costs paid by a Portfolio will be lost as a result of unanticipated
movements in the price of the securities comprising the securities index for
which the option has been purchased. In writing securities index options, the
principal risks are the inability to effect closing transactions at favorable
prices and the inability to participate in the appreciation of the underlying
securities.

Futures Contracts and Related Options

The Growth and Income Portfolio, Growth Portfolio, S&P 500 Index
Portfolio, High Yield Bond Portfolio, International Equity Portfolio, the
Capital Growth Portfolio, the Balanced Portfolio, the Global Hard Assets
Portfolio, the Small Company Portfolio and the Emerging Growth Portfolio may
purchase or sell futures contracts and related options.

In order to comply with Commodity Futures Trading Commission ("CFTC")
Regulation 4.5, the Porfolios will use futures and options on futures for
bona fide hedging purposes within the meaning and intent of CFTC Reg. 1.3(z);
provided, however, that a Portfolio may use futures and options on futures
for non-hedging purposes so long as the aggregate initial margins and
premiums involved do not exceed 5% of the liquidation value of the
Portfolio's assets.

Futures Transactions. A futures contract is an agreement to buy or sell a
security (or deliver a final cash settlement price in the case of a contract
relating to an index or otherwise not calling for physical delivery at the end
of trading in the contracts) for a set price in the future. Futures exchanges
and trading in futures is regulated under the Commodity Exchange Act by the
Commodity Futures Trading Commission ("CFTC"). Futures contracts trade on
certain regulated contracts markets.

Positions taken in the futures markets are not normally held until
delivery or cash settlement is required, but are instead liquidated through
offsetting transactions which may result in a gain or a loss. While futures
positions taken by a Portfolio will usually be liquidated in this manner, the
Portfolio may instead make or take delivery of underlying securities whenever it
appears economically advantageous to the Portfolio to do so. A clearing
organization associated with the exchange on which futures are traded assumes
responsibility for closing-out transactions and guarantees that, as between the
clearing members of an exchange, the sale and purchase obligations will be
performed with regard to all positions that remain open at the termination of
the contract.

Upon entering into a futures contract, a Portfolio will be required to
deposit with a futures commission merchant a certain percentage (usually 1% to
5%) of the futures contracts market value as initial margin. A Portfolio may not
commit in the aggregate more than 5% of the market value of its total assets to
initial margin deposits on the Portfolio's existing futures contracts and
premium paid for options on unexpired futures contracts used for non hedging
purposes. Initial margin is in the nature of a performance bond or good faith
deposit on the contract which is returned upon termination of the futures
contract if all contractual obligations have been satisfied. The initial margin
in most cases will consist of cash or U.S. Government securities. Subsequent
payments, called variation margin, may be made with the futures commission
merchant as a result of marking the contracts to market on a daily basis as the
contract value fluctuates.

Futures on Debt Securities. A futures contract on a debt security is a
binding contractual commitment which, if held to maturity, will result in an
obligation to make or accept delivery, during a particular future month, of
securities having a standardized face value and rate of return. By purchasing
futures on debt securities [assuming a "long" position] a Portfolio will legally
obligate itself to accept the future delivery of the underlying security and pay
the agreed price. By selling futures on debt securities [assuming a "short"
position] it will legally obligate itself to make the future delivery of the
security against payment of the agreed price. Open future positions on debt
securities will be valued at the most recent settlement price, unless such price
does not appear to the Sub-Adviser to reflect the fair value of the contract, in
which case the positions will be valued by, or under the direction of, the Board
of Directors.

The Portfolios, by hedging through the use of futures on debt securities,
seek to establish more certainty with respect to the effective rate of return on
their portfolio securities. A Portfolio may, for example, take a "short"
position in the futures market by selling contracts for the future delivery of
debt securities held by the Portfolio (or securities having characteristics
similar to those held by the Portfolio) in order to hedge against an anticipated
rise in interest rates that would adversely affect the value of the

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

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

The Portfolio could accomplish similar results by selling debt securities
with long maturities and investing in debt securities with short maturities when
interest rates are expected to increase or by buying debt securities with long
maturities and selling debt securities with short maturities when interest rates
are expected to decline. However, by using futures contracts as a risk
management technique (to reduce a Portfolio's exposure to interest rate
fluctuations), given the greater liquidity in the futures market than in the
bond market, it might be possible to accomplish the same result more effectively
and perhaps at a lower cost. See Limitations on Purchase and Sale of Futures
Contracts and Options on Futures Contracts below.

Stock Index Futures. A stock index futures contract does not require the
physical delivery of securities, but merely provides for profits and losses
resulting from changes in the market value of the contract to be credited or
debited at the close of each trading day to the respective accounts of the
parties to the contract. On the contract's expiration date, a final cash
settlement occurs and the futures positions are simply closed out. Changes in
the market value of a particular stock index futures contract reflect changes in
the specified index of equity securities on which the future is based.

Stock index futures may be used to hedge the equity portion of a
Portfolio's securities portfolio with regard to market risk (involving the
market's assessment of over-all economic prospects), as distinguished from
stock-specific risk (involving the market's evaluation of the merits of the
issuer of a particular security). By establishing an appropriate "short"
position in stock index futures, a Portfolio may seek to protect the value of
its portfolio against an overall decline in the market for equity securities.
Alternatively, in anticipation of a generally rising market, a Portfolio can
seek to avoid losing the benefit of apparently low current prices by
establishing a "long" position in stock index futures and later liquidating that
position as particular equity securities are in fact acquired. To the extent
that these hedging strategies are successful, a Portfolio will be affected to a
lesser degree by adverse overall market price movements, unrelated to the merits
of specific portfolio equity securities, than would otherwise be the case. See
Limitations on Purchase and Sale of Futures Contracts and Options on Futures
Contracts below.

Options on Futures. The Growth Portfolio, International Equity Portfolio,
High Yield Bond Portfolio, Growth and Income Portfolio, the Capital Growth
Portfolio, the Global Hard Assets Portfolio, the Emerging Growth Portfolio, the
S&P 500 Index Portfolio, the Small Company Portfolio, and the Balanced Portfolio
may purchase put and call options and write call options on futures contracts.
These options are traded on exchanges that are licensed and regulated by the
CFTC for the purpose of options trading. A call option on a futures contract
gives the purchaser the right, in return for the premium paid, to purchase a
futures contract (assume a "long" position) at a specified exercise price at any
time before the option expires. A put option gives the purchaser the right, in
return for the premium paid, to sell a futures contract (assume a "short"
position) at a specified exercise price at any time before the option expires.
Upon the exercise of a call, the writer of the option is obligated to sell the
futures contract (to deliver a "long" position to the option holder) at the
option exercise price, which presumably will be lower than the current market
price of the contract in the futures market. Upon exercise of a put, the writer
of the option is obligated to purchase the futures contract (to deliver a
"short" position to the option holder) at the option exercise price which
presumably will be higher than the current market price of the contract in the
futures market. When a Portfolio, as a purchaser of an option on a futures
contract, exercises such option and assumes a long futures position, in the case
of a call, or a short futures position, in the case of a put, its gain will be
credited to its futures variation margin account. Any loss suffered by the
writer of the option of a futures contract will be debited to its futures
variation margin account. However, as with the trading of futures, most
participants in the options markets do not seek to realize their gains or losses
by exercise of their option rights. Instead, the holder of an option usually
will realize a gain or loss by buying or selling an offsetting option at a
market price that will reflect an increase or a decrease from the premium
originally paid as purchaser or required as a writer.

Options on futures contracts can be used by a Portfolio to hedge the same
risks as might be addressed by the direct purchase or sale of the underlying
futures contracts themselves. Depending on the pricing of the option, compared
to either the futures contract upon which it is based or upon the price of the
underlying securities themselves, it may or may not be less risky than direct
ownership of the futures contract or the underlying securities.

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In contrast to a futures transaction, in which only transaction costs are
involved, benefits received by a Portfolio as a purchaser in an option
transaction will be reduced by the amount of the premium paid as well as by
transaction costs. In the event of an adverse market movement, however, a
Portfolio which purchased an option will not be subject to a risk of loss on the
option transaction beyond the price of the premium it paid plus its transaction
costs, and may consequently benefit from a favorable movement in the value of
its portfolio securities that would have been more completely offset if the
hedge had been effected through the use of futures.

If a Portfolio writes call options on futures contracts, the Portfolio
will receive a premium but will assume a risk of adverse movement in the price
of the underlying futures contract comparable to that involved in holding a
futures position. If the option is not exercised, the Portfolio will realize a
gain in the amount of the premium, which may partially offset unfavorable
changes in the value of securities held by, or to be acquired for, the
Portfolio. If the option is exercised, the Portfolio will incur a loss in the
option transaction, which will be reduced by the amount of the premium it has
received, but which may be partially offset by favorable changes in the value of
its portfolio securities.

While the purchaser or writer of an option on a futures contract may
normally terminate its position by selling or purchasing an offsetting option of
the same series, a Portfolio's ability to establish and close out options
positions at fairly established prices will be subject to the existence of a
liquid market. The Portfolios will not purchase or write options on futures
contracts unless, in the Sub-Adviser's opinion, the market for such options has
sufficient liquidity that the risks associated with such options transactions
are not at unacceptable levels.

Risks of Futures and Related Options. Positions in futures contracts
and related options may be closed out only on an exchange that provides a
secondary market for such contracts or options. A Portfolio will enter into
an option or futures contract only if there appears to be a liquid secondary
market. However, there can be no assurance that a liquid secondary market
will exist for any particular option or futures contract at any specific
time. Thus, it may not be possible to close out a futures contract or related
option position. In the case of a futures contract, in the event of adverse
price movements a Portfolio would continue to be required to make daily
margin payments. In this situation, if a Portfolio has insufficient cash to
meet daily margin requirements it may have to sell portfolio securities at a
time when it may be disadvantageous to do so. In addition, a Portfolio may be
required to take or make delivery of the securities underlying the futures
contracts it holds. The inability to close out futures contracts also could
have an adverse impact on a Portfolio's ability to hedge its portfolio
effectively.

There are several risks in connection with the use of futures contracts as
a hedging device. While hedging can provide protection against an adverse
movement in market prices, it can also preclude a hedger's opportunity to
benefit from a favorable market movement. In addition, investing in futures
contracts and options on futures contracts will cause a Portfolio to incur
additional brokerage commissions and may cause an increase in a Portfolio's
turnover rate.

The successful use of futures contracts and related options also depends
on the ability of the Sub-Adviser to forecast correctly the direction and extent
of market movements within a given time frame. To the extent market prices
remain stable during the period a futures contract or option is held by a
Portfolio or such prices move in a direction opposite to that anticipated, a
Portfolio may realize a loss on the hedging transaction that will not be offset
by an increase in the value of its portfolio securities. As a result, a
Portfolio's return for the period may be less than if it had not engaged in the
hedging transaction.

Utilization of futures contracts by a Portfolio involves the risk of
imperfect correlation in movements in the price of futures contracts and
movements in the price of the securities which are being hedged. If the price of
the futures contract moves more or less than the price of the securities being
hedged, a Portfolio will experience a gain or loss which will not be completely
offset by movements in the price of the securities.

Compared to the purchase or sale of futures contracts, the purchase of put
or call options on futures contracts involves less potential risk for a
Portfolio because the maximum amount at risk is the premium paid for the options
plus transaction costs. However, there may be circumstances when the purchase of
an option on a futures contract would result in a loss to a Portfolio while the
purchase or sale of the futures contract would not have resulted in a loss, such
as when there is no movement in the price of the underlying securities.

Options on Foreign Currencies

The Capital Growth, Global Hard Assets, High Yield Bond, International
Equity and Emerging Growth Portfolios may purchase and write options on foreign
currencies for hedging purposes in a manner similar to that in which Forward
Contracts will be utilized. For example, a decline in the dollar value of a
foreign currency in which portfolio securities are denominated will reduce the
dollar value of such securities, even if their value in the foreign currency
remains constant.

In order to protect against such diminutions in the value of portfolio
securities, the Portfolios may purchase put options on the foreign currency. If
the value of the currency does decline, the Portfolios will have the right to
sell such currency for a fixed amount in dollars and will thereby offset, in
whole or in part, the adverse effect on its investments which otherwise would
have resulted.

Conversely, where a rise in the dollar value of a currency in which
securities to be acquired are denominated is projected, thereby increasing the
cost of such securities, the Capital Growth, Global Hard Assets Portfolio, High
Yield Bond, International Equity and the Emerging Growth Portfolios may purchase
call options thereon. The purchase of such options could offset, at least
partially, the effects of the adverse movements in exchange rates. As in the
case of other types of options, however, the benefit to Portfolios deriving from
purchases of foreign options will be reduced by the amount of the premium and
related transactions costs. In addition, where currency exchange rates do not
move in the direction or to the extent anticipated, Portfolios could sustain
losses on transactions in foreign currency options which would require it to
forgo a portion or all of the benefits of advantageous changes in such rates.

The Capital Growth, Growth, International Equity, High Yield Bond, Global
Hard Assets, and Emerging Growth Portfolios may write options on foreign
currencies for the same types of hedging purposes. For example, where a
Portfolio anticipates a decline in the dollar value of foreign-dominated
securities due to adverse fluctuations in exchange rates it could, instead of
purchasing a put option, write a call option on the relevant currency. If the
expected decline occurs, the options will most likely not be exercised, and the
diminution in value of portfolio securities will be offset by the amount of
premium received.

Similarly, instead of purchasing a call option to hedge against
anticipated increase in the dollar cost of securities to be acquired, a
Portfolio could write a put option on the relevant currency which, if rates move
in the manner projected, will expire unexercised and allow a Portfolio to hedge
such increased costs up to the amount of the premium. Foreign currency options
written by a Portfolio will generally be covered in a manner similar to the
covering of other types of options. As in the case of other types of options,
however, the writing of a foreign currency option will constitute only a partial
hedge up to the amount of the premium, and only if rates move in the expected
direction. If this does not occur, the option may be exercised and the Portfolio
would be required to purchase or sell the underlying currency at a loss which
may not be offset by the amount of the premium. Through the writing of options
on foreign currencies, a Portfolio also may be required to forgo all or a
portion of the benefits which might otherwise have been obtained from favorable
movements in exchange rates.

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Limitations on Purchase and Sale of Futures Contracts and Options on Futures
Contracts

The Portfolios, except the Growth Portfolio, S&P 500 Index Portfolio, and
Global Hard Assets Portfolio, will engage in transactions in futures contracts
and related options for bona fide hedging purposes and not for speculation.
These Portfolios may not purchase or sell futures contracts or related options
for purposes other than bona fide hedging if immediately thereafter the sum of
the amounts of initial margin deposits on a Portfolio's existing futures
contracts and premiums paid for unexpired options on futures contracts would
exceed 5% of the value of the Portfolio's total assets; provided, however, that
in the case of an option that is "in-the-money" at the time of purchase, the
"in-the-money" amount may be excluded in calculating the 5% limitation. In
instances involving the purchase or sale of futures contracts or the writing of
covered call options thereon by a Portfolio, such positions will always be
"covered", as appropriate, by either (i) an amount of cash and cash equivalents,
equal to the market value of the futures contracts purchased or sold and options
written thereon (less any related margin deposits), deposited in a segregated
account with its custodian or (ii) by owning the instruments underlying the
futures contract sold (i.e., short futures positions) or option written thereon
or by holding a separate option permitting the Portfolio to purchase or sell the
same futures contract or option at the same strike price or better.

High Yield Bonds

The medium and lower quality debt securities in which the Portfolios may
invest are regarded as predominantly speculative with respect to the issuer's
continuing ability to meet principal and interest payments. Medium and lower
quality bonds may be more susceptible to real or perceived adverse economic and
individual corporate developments than would investment grade bonds. For
example, a projected economic downturn or the possibility of an increase in
interest rates could cause a decline in high yield bond prices because such an
event might lessen the ability of highly leveraged high yield issuers to meet
their principal and interest payment obligations, meet projected business goals
or obtain additional financing. In addition, the secondary trading market for
medium and lower quality bonds may be less liquid than the market for investment
grade bonds. This potential lack of liquidity may make it more difficult for the
Sub-Adviser to accurately value certain portfolio securities. Further, there is
the risk that certain high yield bonds containing redemption or call provisions
may be called by the issuers of such bonds in a declining interest rate market
and the Portfolio might then have to replace such called bonds with lower
yielding bonds, thereby decreasing the net investment income to the Portfolio.

Description of Investment Ratings

Moody's - Bond Ratings

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

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

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

Baa-Bonds which are rated Baa are considered as medium-grade obligations,
i.e., they are neither highly protected nor poorly secured. Interest payments
and principal security appear adequate for the present, but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and, in
fact, have speculative characteristics as well.

Ba-Bonds which are rated Ba are judged to have speculative elements; their
future cannot be considered as well assured. Often the protection of interest
and principal payments may be very moderate and thereby not well safeguarded
during other good and bad times over the future. Uncertainty of position
characterizes bonds in this class.

B-Bonds which are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.

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

Ca-Bonds which are rated Ca represent obligations which are speculative in
a high degree. Such issues are often in default or have other marked
shortcomings.

C-Bonds which are rated C are the lowest rated class of bonds and issues
so rated can be regarded as having extremely poor prospects of ever attaining
any real investment standing.

Governmental Securities

U.S. Governmental Obligations consist of marketable securities issued or
guaranteed as to the timely payment of both principal and interest by the U.S.
Government, its agencies or instrumentalities. Federal agency securities are
debt obligations issued by agencies of the U.S. Government established under
authority grated by Congress. Such obligations include, but are not limited to,
those issued by the Federal Housing Authority, Maritime Administration,
Governmental National Mortgage Association, the Tennessee Valley Authority, and
the General Services Administration. Instrumentalities include, for example,
each of the Federal Home Loan Banks, the National Bank for Cooperatives, the
Federal Home Loan Mortgage Corporation, the Farm Credit Banks, the National
Mortgage Association, and the U.S. Postal Service. These U.S. Government
Obligations are either (i) backed by the full faith and by conversion of fixed
income securities or by the exercise of related warrants.

Convertible Securities

All Funds except the Money Market Portfolio may invest in convertible
securities, Convertible securities may include corporate notes or preferred
stock but are ordinarily a long-term debt obligation of the issuer convertible
at a stated price or at a stated exchange rate into common stock of the issuer.
As with all debt securities, the market value of convertible securities tends to
decline as interest rates increase and, conversely, to increase as interest
rates decline. Convertible securities generally offer lower interest or dividend
yields than non-convertible securities of similar quality. However, when the
market price of the common stock underlying a convertible security exceeds the
conversion price, the price of the convertible security tends to reflect the
value of the underlying common stock. As the market price of the underlying
common stock declines, the convertible security tends to trade increasingly on a
yield basis, and thus may not depreciate to the same extent as the underlying
common stock. Convertible securities generally rank senior to common stocks in
an issuer's capital structure and are consequently of higher quality and entail
less risk of declines in market value than the issuer's common stock. However,
the extent to which such risk is reduced depends in large measure upon the
degree to which the convertible security sells above its value as a fixed-income
security. The convertible debt securities in which a Fund may invest are subject
to the same rating criteria as that Fund's investment in non-convertible debt
securities.

Foreign Securities

The World Growth Stock Portfolio, the International Equity Portfolio, the
High Yield Bond Portfolio, the Growth Portfolio, the Capital Growth Portfolio,
the Global Hard Assets Portfolio, the Small Company Portfolio and the Emerging
Growth Portfolio intend to purchase securities that are listed on stock
exchanges in foreign countries. They may also, to a limited extent, purchase
unlisted foreign securities. The Growth and Income Portfolio, the Capital Growth
Portfolio, the Global Hard Assets Portfolio, the Small Company Portfolio and the
Balanced Portfolio may also invest in listed and unlisted foreign securities.

Foreign investments may involve greater risks than are present in
domestic investments. Compared to domestic companies, there is generally less
publicly available information about foreign companies, less comprehensive
accounting, reporting and disclosure requirements, and there may be less
governmental regulation and supervision of foreign stock exchanges, brokers
and listed companies. Investments in foreign securities also involve the risk
of expropriation or confiscatory taxation that could affect investments,
currency blockages which would prevent cash from being brought back into the
United States, generally higher brokerage and custodial costs than those of
domestic securities and settlement of transactions with respect to such
securities may sometimes be delayed beyond periods customary in the United
States. The Sub-Advisers, under the supervision of Jefferson Pilot Investment
Advisory, consider possible political and financial instability abroad, as
well as the liquidity and volatility of foreign investments.

Additional risks of foreign investments include changes in currency rates,
exchange control regulations, governmental administration, economic or monetary
policy (in this country or abroad), war or expropriation. In particular, the
dollar value of portfolio securities of non-U.S. issuers fluctuates with changes
in market and economic conditions abroad and with changes in relative currency
values (when the value of the dollar increases as compared to a foreign
currency, the dollar value of a foreign-denominated security decreases, and vice
versa). Costs may be incurred in connection with conversions between various
currencies. Special considerations may also include more limited information
about foreign issuers, higher brokerage costs, different accounting standards
and thinner trading markets. In addition, government restrictions in certain
countries and other limitations or investment may affect the maximum percentage
of equity ownership in any one company by the Portfolios. Moreover, in some
countries, only special classes of securities may be purchased by external
investors and the price, liquidity, and rights with respect to such securities
may differ from those relating to shares owned by nationals. There may also be
the absence of developed legal structures governing private or foreign
investment or allowing for judicial redress for injury to private property. As a
result, the selection of securities of non-U.S. issuers may be more difficult
and subject to greater risks than investment in domestic issuers.

Foreign securities markets may also be less liquid, more volatile and less
subject to government supervision than in the United States. Investments in
foreign countries could be affected by other factors including confiscatory
taxation and potential difficulties in enforcing contractual obligations and
could be subject to extended settlement periods. Therefore, an investment in
shares of a Portfolio may be subject to a greater degree of risk than
investments in other investment companies which invest exclusively in domestic
securities.

Foreign Currencies

As a result of its investments in foreign securities, the Portfolios may
receive interest or dividend payments, or the proceeds of the sale or redemption
of such securities, in the foreign currencies in which such securities are
denominated. In that event, a Portfolio may promptly convert such currencies
into dollars at the then current exchange rate. Under certain circumstances,
however, such as where the Sub-Adviser believes that the applicable exchange
rate is unfavorable at the time the currencies are received or the Sub-Adviser
anticipates, for any other reason, that the exchange rate will improve, a
Portfolio may hold such currencies for an indefinite period of time.

In addition, a Portfolio may be required to receive delivery of the
foreign currency underlying forward currency contracts it has entered into. This
could occur, for example, if an option written by the Portfolio is exercised or
is unable to close out a forward contract it has entered into. A Portfolio may
also hold foreign currency in anticipation of purchasing foreign securities. A
Portfolio may also elect to take delivery of the currencies underlying options
or forward contracts if, in the judgment of the Sub-Adviser, it is in the best
interest of the Portfolio to do so. In such instances as well, a Portfolio may
promptly convert the foreign currencies to dollars at the then current exchange
rate, or may hold such currencies for an indefinite period of time.

While the holding of currencies will permit a Portfolio to take advantage
of favorable movements in the applicable exchange rate, it also exposes a
Portfolio to risk of loss if such rates move in a direction adverse to the
Portfolio's position. Such losses could reduce any profits or increase any
losses sustained by the Portfolio from the sale or redemption of securities, and
could reduce the dollar value of interest or dividend payments received. In
addition, the holding of currencies could adversely affect the Portfolio's
profit or loss on currency options or forward contracts, as well as its hedging
strategies.

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Prior to investing in foreign securities, a Portfolio may hold funds
temporarily in foreign currencies. The value of the assets of that Portfolio may
be affected favorably or unfavorably by changes in foreign currency exchange
rates and exchange control regulations. The Portfolio may also incur costs in
connection with conversions between various currencies. The Portfolios will,
therefore, consider foreign exchange rates in making investment decisions, but,
other than the Capital Growth Portfolio and the Emerging Growth Portfolio, will
not actively hedge foreign currency fluctuations by entering into contracts to
purchase or sell foreign currencies at a future date or options or futures
contracts on foreign currencies.

U.S. Dollar Obligations of Foreign Branches of U.S. Banks

The Money Market Portfolio and the Balanced Portfolio may regularly
invest in U.S. dollar denominated obligations of foreign branches of
FDIC-member U.S. banks. These instruments represent the loan of funds
actually on deposit in the U.S. The Fund believes that the U.S. bank would be
liable in the event that the foreign branch failed to pay on its U.S. dollar
obligations. Nevertheless, the assets supporting the liability could be
expropriated or otherwise restricted if located outside the U.S. Exchange
controls, taxes, or political and economic developments could affect
liquidity or repayment. Because of possibly conflicting laws or regulations,
the issuing bank could maintain and prevail that the liability is solely that
of the branch, thus exposing the Portfolio to a possible loss. Such U.S.
dollar obligations of foreign branches of FDIC-member U.S. banks are not
covered by the usual $100,000 of FDIC insurance if they are payable only at
an office of such a bank located outside the U.S., the District of Columbia,
Puerto Rico, Guam, American Samoa, and the Virgin Islands.

Brady Bonds

Certain of the Portfolios consistent with their objectives and policies
may invest in Brady Bonds, which are securities created through exchange of
existing commercial bank loans to public and private entities in certain
emerging markets for new bonds in connection with debt restructuring under a
debt restructuring plan introduced by former U.S. Secretary of the Treasury,
Nicholas F. Brady (the "Brady Plan"). Brady Plan debt restructuring have been
implemented to date in Argentina, Brazil, Bulgaria, Costa Rica, Croatia,
Dominican Republic, Ecuador, Jordan, Mexico, Morocco, Nigeria, Panama, Peru, the
Philippines, Poland, Slovenia, Uruguay and Venezuela. Brady Bonds may be
collateralized or uncollateralized, are issued in various currencies (but
primarily the U.S. Dollar) and are actively traded in the over-the-counter
markets. U.S. dollar denominated, collateralized Brady Bonds, which may be
fixed-rate bonds, or floating rate bonds, are generally collateralized in full
as to principal by U.S. Treasury zero coupon bonds having the same maturity as
the bonds. Brady Bonds are often viewed as having four valuation components: the
collateralized repayment of principal at final maturity; the collateralized
interest payments; the uncollateralized interest payments; and any
uncollateralized repayments of principal at maturity (these uncollateralized
amounts constituting the "residual risk"). In light of the residual risk of
Brady Bonds and the history of defaults of countries issuing Brady Bonds with
respect to the commercial bank loans by public and private entities, investments
in Brady Bonds may be viewed as speculative.

Emerging Market Securities

Consistent with the Portfolios' objectives and policies the Portfolios
may invest in securities of issuers whose principal activities are located in
emerging market countries. Emerging market countries include any country
determined by the Sub-Adviser to have an emerging market economy, taking into
account a number of factors including whether the country has a low to middle
economy according to the International Bank for Reconstruction and
Development, the country's foreign currency debt rating, its political and
economic stability and the development of its financial and capital markets.
Emerging markets are generally viewed as countries in the initial stages of
their industrialization cycles with low per capita income. The Sub-Adviser
determines whether an issuer's principal activities are located in an
emerging market country by considering such factors as country of
organization, the principal trading market for its securities and the source
of its revenues and assets. The issuer's principal activities generally are
deemed to be located in a particular country if: (a) the security is issued
or guaranteed by the government of the country or any of its agencies,
authorities, or instrumentalities; (b) the issuer is organized under the laws
of, and maintains a principal office in that country; (c) the issuer has its
principal securities trading market in that country; (d) the issuer derives
50% or more of its total revenue from goods sold or services performed in
that country; or (e) the issuer has 50% or more of its assets in that country.

All of the risks of investing in foreign securities are heightened when
investing in emerging market countries. The markets of emerging market
countries have been more volatile than the markets of more developed
countries with more mature economies. These markets often have provided
significantly higher or lower rates of return than developed markets with
significantly greater risks to investors.

Zero Coupon Bonds

The Portfolios may invest in zero coupon bonds which are debt obligations
that do not make any interest payments for a specified period of time prior to
maturity or until maturity. The value of these obligations fluctuates more in
response to interest rate changes than does the value of debt obligations that
make current interest payments.

S-27
<PAGE>

Stripped Mortgage-Backed Securities

Certain of the Portfolios may invest a portion of their assets in stripped
mortgage-backed securities which are derivative multi-class mortgage securities
issued by agencies and instrumentalities of the United States Government or by
private originators of or investors in, mortgage loans, including savings and
loan associations, mortgage banks, commercial banks and investment banks.
Stripped mortgage-backed securities are usually structured with two classes that
receive different proportions of interest and principal distributions from a
pool of mortgage assets. A common type of stripped mortgage-backed securities
will have one class receiving some of the interest and most of the principal
from the mortgage assets, while the other class will receive most of the
interest and the remainder of the principal. In the most extreme case, one class
will receive all of the interest (the interest only or "IO" Class) and the other
class will receive all of the principal (the principal only of "PO" Class). The
yield to maturity on an IO is extremely sensitive to the rate of principal
payments (including prepayments on the related underlying mortgage assets) and a
rapid rate of principal payments may have a material adverse effect on such
securities' yield to maturity. If the underlying mortgage assets experience
greater than anticipated prepayment of principal, the Portfolios may fail to
fully recoup their initial investment in these securities. The market value of
the class consisting primarily or entirely of principal payments generally is
unusually volatile in response to changes in interest rates. Because stripped
mortgage-backed securities were only recently introduced, established trading
markets for these securities have not yet fully developed, although the
securities are traded among institutional investors and investment banking
firms.

Warrants

All of the Portfolios except the Money Market Portfolio, may invest in
warrants, which are rights to buy certain securities at set prices during
specified time periods. If, prior to the expiration date, the Portfolio is not
able to exercise a warrant at a cost lower than underlying securities, the
Portfolio will suffer a loss of its entire investment in the warrant.

Dollar Roll Transactions

All Portfolios except the Money Market Portfolio and the International
Equity Portfolio may enter into mortgage "dollar roll" transactions with
selected banks and broker-dealers pursuant to which a Portfolio sells
mortgage-backed securities for delivery in the future (generally within 30 days)
and simultaneously contracts to repurchase substantially similar (same type,
coupon and maturity) securities on a specified future date. A Portfolio will
only enter into covered rolls. A covered roll is a specific type of dollar roll
for which there is an offsetting cash position or a cash equivalent security
position which matures on or before the forward settlement date of the dollar
roll transaction. In the event that the party with whom the Portfolio contracts
to replace substantially similar securities on a future date fails to deliver
such securities, the Portfolio may not be able to obtain such securities at the
prices specified in such contract and thus may not benefit from the price
differential between the current sales price and the repurchase price.

Swap Transactions

The High Yield Bond Portfolio, Global Hard Assets Portfolio, Growth
Portfolio and Capital Growth Portfolio may, to the extent permitted by the SEC,
enter into privately negotiated "swap" transactions with other financial
institutions in order to take advantage of investment opportunities generally
not available in public markets. In general, these transactions involve
"swapping" a return based on certain securities, instruments, or financial
indexes with another party, such as a commercial bank in exchange for a return
based on different securities, instruments, or financial indexes.

By entering into swap transactions, a Portfolio may be able to protect the
value of a portion of its securities against declines in market values. A
Portfolio may also enter into swap transactions to facilitate implementation of
allocation strategies between different market segments or to take advantage of
market opportunities which may arise from time to time. A Portfolio may be able
to enhance its overall performance if the return offered by the other party to
the swap transaction exceeds the return swapped by the Portfolio. However, there
can be no assurance that the return a Portfolio receives from the counterparty
to the swap transaction will exceed the return it swaps to that party.

While a Portfolio will only enter into swap transactions with
counterparties it considers creditworthy (and will monitor creditworthiness of
parties with which it enters into swap transactions), a risk inherent in swap
transactions is that the other party to the transaction may default on its
obligations under the swap agreement. If the other party to the swap transaction
defaults on its obligations, a Portfolio would be limited to contractual
remedies under the swap agreement. There can be no assurance that a Portfolio
will succeed when pursuing its contractual remedies. To minimize a Portfolio's
exposure in the event of a default, the Portfolio will usually enter into swap
transactions on a net basis (i.e., the parties to the transaction will net the
payments payable to each other before such payments are made). When a Portfolio
enters into swap transactions on a net basis, the net amount of the

S-28
<PAGE>

excess, if any, of the Portfolio's obligations over its entitlements with
respect to each such swap agreement will be accrued on a daily basis and an
amount of liquid assets having an aggregate market value at least equal to the
accrued excess will be segregated by the Portfolio's custodian. To the extent a
Portfolio enters into swap transactions other than on a net basis, the amount
segregated will be the full amount of the Portfolio's obligations, if any, with
respect to each such swap agreement, accrued on a daily basis.

Interest Rate Swaps. The High Yield Bond Portfolio, Global Hard Assets
Portfolio, Growth Portfolio and Capital Growth Portfolio may enter into interest
rate swaps for hedging purposes and non-hedging purposes. Since swaps are
entered into for good faith hedging purposes or are offset by a segregated
account, the sub-advisors believe that swaps do not constitute senior securities
as defined in the 1940 Act and, accordingly, will not treat than as being
subjected to each Portfolio's borrowing restrictions. The net amount of the
excess, if any, of a Portfolio's obligations over its "entitlement" with respect
to each interest rate swap will be accrued on a daily basis and an amount of
cash or liquid high grade debt securities (i.e., securities rated in one of the
top three rating categories by Moody's or Standard & Poor's, or, if unrated,
deemed by the sub-adviser to be of comparable credit quality) or liquid equity
securities having an aggregate net asset value at least equal to such accrued
excess will be maintained in a segregated account by the custodian. A Portfolio
will not enter into any interest rate swap unless the credit quality of the
unsecured senior debt or the claims-paying ability of the other party thereto is
considered to be investment grade by the sub-adviser. If there is a default by
the other party to such a transaction, a Portfolio will have contractual
remedies pursuant to the agreement. The swap market has grown substantially in
recent years with a large number of banks and investment banking firms acting
both as principals and as agents utilizing standardized swap documentation. As a
result, the swap market has become relatively liquid in comparison with the
markets for other similar instruments which are traded in the interbank market.

Currency and Asset Swaps

Certain of the Portfolios may enter into currency swaps for hedging
purposes. Currency swaps involve the exchange of rights to make or receive
payments of the entire principal value in specified currencies. Since currency
swaps are individually negotiated, the Portfolio may expect to achieve an
acceptable degree of correlation between its portfolio investments and its
currency swap positions. The entire principal value of a currency swap is
subject to the risk that the other party to the swap will default on its
contractual delivery obligations. The Portfolio may also enter into other asset
swaps. Asset swaps are similar to currency swaps in that the performance of a
Hard Asset (e.g., gold) may be "swapped" for another (e.g., energy).

The use of swaps is a highly specialized activity which involves
investment techniques and risks different from those associated with ordinary
portfolio transactions. If the Sub-Adviser is incorrect in its forecasts of
market values and currency exchange rates and Hard Assets values, the investment
performance of the Portfolio would be less favorable than it would have been if
this investment technique were not used. Swaps are generally considered illiquid
and will be aggregated with other illiquid positions for purposes of the
limitation on illiquid investments.

Moody's Commercial Paper Ratings

Moody's Commercial Paper ratings are opinions of the ability of issuers to
repay punctually promissory obligations not having an original maturity in
excess of nine months. Moody's employs the following three designations, all
judged to be investment grade, to indicate the relative capacity of rated
issuers:

Issuers rated Prime-1 (or related supporting institutions) have a superior
capacity for repayment of short-term promissory obligations.

Issuers rated Prime-2 (or related supporting institutions) have a strong
capacity for repayment of short-term promissory obligations.

Issuers rated Prime-3 (or related supporting institutions) have an
acceptable capacity for repayment of short-term promissory obligations.

Issuers rated Not Prime do not fall within any of the Prime rating
categories.

Standard & Poor's - Bond Ratings

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

AA-Bonds rated AA also qualify as quality debt obligations. Capacity to
pay principal and interest is very strong, and in the majority of instances they
differ from AAA issues only in small degree.

S-29
<PAGE>

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

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

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

C-Bonds rated C are typically subordinated to senior debt which is
assigned an actual or implied CCC rating.

D-Bonds rated D are in payment default or may be used upon the filing of a
bankruptcy petition if debt service payments are jeopardized.

Standard & Poor's Commercial Paper Ratings

A Standard & Poor's Commercial Paper Rating is a current assessment of the
likelihood of timely payment of debt having an original maturity of no more than
365 days. Ratings are graded into four categories, ranging from "A" for the
highest quality obligations to "D" for the lowest. Ratings are applicable to
both taxable and tax-exempt commercial paper. The four categories are as
follows:

A-Issues assigned this highest rating are regarded as having the greatest
capacity for timely payment. Issues in this category are further refined with
the designation 1, 2 and 3 to indicate the relative degree of safety.

A-1-This designation indicates that the degree of safety regarding timely
payment is very strong.

A-2-Capacity for timely payment on issues with this designation is strong.
However, the relative degree of safety is not as overwhelming as for issues
designated "A-1".

A-3-Issues carrying this designation have a satisfactory capacity for
timely payment. They are, however, somewhat more vulnerable to the adverse
effects of changes in circumstances than obligations carrying the higher
designations.

The Commercial Paper Rating is not a recommendation to purchase or sell a
security. The ratings are based on current information furnished to Standard &
Poor's by the issuer and obtained by Standard & Poor's from other sources it
considers reliable. The ratings may be changed, suspended, or withdrawn as a
result of changes in, or unavailability of, such information.

SP-1-A very strong, or strong, capacity to pay principal and interest.
Issues that possess overwhelming safety characteristics will be given a "+"
designation.

SP-2-A satisfactory capacity to pay principal and interest.

SP-3-A speculative capacity to pay principal and interest.

Standard & Poor's may continue to rate note issues with a maturity greater
than three years in accordance with the same rating scale currently employed for
municipal bond ratings.

S-30

<PAGE>

PORTFOLIO TURNOVER

Portfolio turnover measures purchases and sales vs. average portfolio
value for the applicable time period. Portfolio turnover is calculated by
dividing the lesser of purchases or sales of portfolio securities by the
monthly average market value of portfolio investments, excluding any
government and short-term investments with a year or less until maturity at
the date of acquisition.

Portfolio turnover may vary from year to year or within a year depending
upon economic, market and business conditions. A portfolio turnover rate of 200%
is equivalent to buying and selling all of the securities in a portfolio twice
in the course of a year. Trading costs associated with high portfolio turnover
may affect performance. High portfolio turnover can on some occasions result in
significant tax consequences to investors.

The Small Company Portfolio experienced an increase in portfolio
turnover from 43.06% in 1998 to 143.95% in 1999. This increase was due to a
change in sub-advisers effective May 1, 1999. The sub-adviser does not
anticipate high portfolio turnover on an ongoing basis.

The Emerging Growth Portfolio experienced an increase in portfolio
turnover from 77.07% in 1998 to 163.56% in 1999. According to the
sub-adviser, this increase was due to a change of focus from the financial
services industry to the biotechnology, telecommunications and technology
industries.

S-31
<PAGE>

FEDERAL TAX MATTERS

The Fund intends to qualify as a "regulated investment company" under
Subchapter M of the Internal Revenue Code ("Code"). If the Fund fails to qualify
under Subchapter M income and gains realized by the Fund would be subject to
"double taxation" (i.e. taxation at both the Fund and shareholder level).

In order for each Portfolio of the Fund to qualify for Federal income
tax treatment as a regulated investment company, at least 90% of its gross
income for a taxable year must be derived from qualifying income, i.e.,
dividends, interest, income derived from loans of securities, and gains from
the sale of securities. It is the Fund's policy to comply with the provisions
of the Internal Revenue Code of 1986 regarding distribution of investment
income and capital gains so that each Portfolio will not be subject to
Federal income tax on amounts distributed and undistributed or an excise tax
on certain undistributed income or capital gains. For these purposes, if a
regulated investment company declares a dividend in December to stockholders
of record in December and pays such dividends before the end of January they
will be treated as paid in the preceding calendar year and to have been
received by such stockholder in December.

A policyowner's interest in earnings on assets held in a separate account
and invested in the Fund are not includible in the policyowner's gross income
because the Policies presently qualify as life insurance contracts for Federal
income tax purposes.

The Fund intends that each Portfolio will comply with Section 817(h) of
the Code and the regulations thereunder. Pursuant to that Section, the only
shareholders of the Fund and its Portfolios will be separate accounts funding
variable annuities and variable life insurance policies established by Chubb
Life, its successors and assigns or by other insurance companies with which
Chubb Life is affiliated and Chubb Life's general account which provided the
initial capital for the Portfolios.

In addition, Section 817(h) of the Code and the regulations thereunder
impose diversification requirements on the separate accounts and on the
Portfolios. These diversification requirements are in addition to the
diversification requirements imposed by the Code for the Portfolios to be
treated as regulated investment companies. Failure to meet the requirements of
Section 817(h) could result in taxation to Chubb Life or its affiliated
insurance companies and immediate taxation of the owners of the policies funded
by the Fund.

The Secretary of the Treasury may in the future issue regulations or one
or more revenue rulings which would prescribe the circumstances in which a
policyowner's control of the investments of a segregated asset account may cause
the policyowner, rather than an insurance company, to be treated as the owner of
the assets of the account. The regulations could impose requirements that are
not reflected in the Policy, relating, for example, to such elements of
policyowner control as premium allocation, transfer privileges and investment in
a division focusing on a particular investment sector such as the Global Hard
Assets Portfolio. Failure to comply with any such regulations presumably would
cause earnings on a policyowner's interest in the separate account to be
includible in the policyowner's gross income in the year earned.

The Fund may, therefore, find it necessary to take action to assure that
the Policy continues to qualify as a life insurance policy under Federal tax
laws. The Fund, for example, may be required to alter the investment objectives
of any Portfolios or substitute the shares of one Portfolio for those of
another. No such change of investment objectives or substitution of securities
will take place without notice to affected policyholders and the approval of a
majority of such policyholders or without prior approval of the Securities and
Exchange Commission, to the extent legally required. See "TAXES" below.

INVESTMENT ADVISORY AND OTHER SERVICES

Investment Adviser and Sub-Advisers

The Fund has entered into an Investment Management Agreement with
Jefferson Pilot Investment Advisory Corporation ("Jefferson Pilot Investment
Advisory"). Under the Agreement, Jefferson Pilot Investment Advisory is
responsible for the overall management and supervision of each Portfolio and for
providing certain administrative services to the Fund, subject to control and
review by the Fund's Board of Directors.

Jefferson Pilot Investment Advisory, has entered into Investment
Sub-Advisory Agreements for all Portfolios. Under the Agreements, the
Sub-Advisers have day-to-day responsibility for making decisions to buy, sell or
hold any particular security, subject to review by the Fund's Board of Directors
and Jefferson Pilot Investment Advisory. Jefferson Pilot Investment Advisory has
executed Sub-Advisory Agreements with Templeton Global Advisors, Inc.
("Templeton"), Van Eck Associates Corporation ("Van Eck Associates"), Barclays
Global Investors ("Barclays") Janus Capital Corporation ("Janus"), Lord, Abbett
& Co. ("Lord Abbett"), Credit Suisse Asset Management, LLC ("Credit Suisse")
Strong Capital Management, Inc. ("Strong"), Lombard Odier International
Portfolio Management Limited ("Lombard Odier") Massachusetts Financial Services
Company ("MFS") (collectively the "Sub-Advisers") with regard to the World
Growth Stock; Global Hard Assets; S&P 500 Index; Balanced & Capital Growth
(Janus), Small Company; Growth and Income, Growth; International Equity; Money
Market High Yield Bond and Emerging Growth Portfolios (MFS), respectively.

Jefferson Pilot Investment Advisory, each Sub-Adviser and their affiliates
may provide investment advice to other clients, including, but not limited to,
mutual funds, individuals, pension funds and institutional investors. Some of
the advisory accounts of Jefferson Pilot Investment Advisory, each Sub-Adviser,
and their affiliates may have investment objectives and investment programs
similar to those of the Portfolios. Accordingly, occasions may arise when
securities that are held by other advisory accounts, or that are currently being
purchased or sold for other advisory accounts, are also being

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<PAGE>

selected for purchase or sale for a Portfolio. It is the practice of Jefferson
Pilot Investment Advisory, each Sub-Adviser and their affiliates to allocate
such purchases or sales insofar as feasible among their several clients in a
manner they deem equitable, to all accounts involved. Under normal circumstances
such transactions will be (1) done on a pro-rata basis substantially in
proportion to the amounts ordered by each account, (2) entered into only if the
trade is likely to produce a benefit for the Portfolios, and (3) at the same
average price for each client. While it is conceivable that in certain instances
this procedure could adversely affect the price or number of shares involved in
the Fund's transaction, it is believed that the procedure generally contributes
to better overall execution of the Fund's portfolio transactions. It is also the
policy of Jefferson Pilot Investment Advisory, each Sub-Adviser, and each of
their affiliates not to favor any one account over the other.

For providing investment advisory and management services to the Fund,
Jefferson Pilot Investment Advisory receives monthly compensation from the Fund
and has sole responsibility to provide each Sub-Adviser, with monthly
compensation, as an annual percentage of the average daily net asset value of
the Portfolio managed as set forth in the table below:

SUB-ADVISER
<TABLE>
<CAPTION>
AVERAGE
DAILY NET ASSETS Capital Growth World Growth Global Hard Assets Small Company
- - ---------------- -------------- ------------ ------------------ -------------
<S> <C> <C> <C> <C>
First $200 Million .70% .50% .50% .50%
Next $1.1 Billion .65% .45% .45% .45%
Over $1.3 Billion .60% .40% .40% .40%
</TABLE>

S-33
<PAGE>

<TABLE>
<CAPTION>
High Yield &
NET ASSETS Growth & Income Emerging Growth S&P 500* Money Market Balanced
- ---------- --------------- --------------- -------- ------------ --------
<S> <C> <C> <C> <C> <C>
First $100 Million .50% .40% .05% .30% .55%
Next $100 Million .50% .40% .05% .30% .50%
Next $300 Million .50% .40% .05% .25% .50%
Next $500 Million .50% .40% .025% .25% .45%
Over $1 Billion .50% .40% .01% .25% .45%

NET ASSETS Growth International Equity

First $25 Million .60% .50%
Next $75 Million .50% .50%
Next $50 Million .40% .50%
Over $150 Million .30% .50%
</TABLE>

* Pursuant to its Sub-Advisory Agreement with Barclays Global Investors,
Jefferson Pilot Investment Advisory is committed to pay Barclays a minimum
annual fee of $75,000 for year one of the agreement and $100,000 every year
thereafter.

For the year ended December 31, 1999 the Fund paid $907,152, $158,697,
$39,686, $595,072, $540,730, $2,408,795, $344,986 and $862,551 to Jefferson
Pilot Investment Advisory for the World Growth Stock, Money Market, Global
Hard Assets, Small Company, Growth and Income, Capital Growth, Balanced and
Emerging Growth Portfolios. All such fees were paid pursuant to the terms of
the Investment Management Agreements and the Sub-Advisory Agreements. For the
year ended December 31, 1997 the Fund paid $281,312, $16,816, $16,911,
$201,449, $83,877, $264,808, $59,682, $132,766 to Jefferson Pilot Investment
Advisory for the World Growth Stock, Money Market, Global Hard Assets, Small
Company, Growth and Income, Capital Growth, Balanced and Emerging Growth
Portfolios. For the year ended December 31, 1998 the Fund paid $98,869,
$915,681, $36,617, $583,657, $1,634,803, $64,333, $661,165, $437,323,
$236,155, $48,279, and $87,051 to Jefferson Pilot Investment Advisory for the
International Equity, World Growth Stock, Global Hard Assets, Emerging
Growth, Capital Growth, Growth, Small Company, Growth and Income, Balanced,
High Yield, and Money Market Portfolios.

For providing subadvisory services to the Portfolios, Jefferson Pilot
Investment Advisory for the years 1999, 1998 and 1997 respectively paid:
$600,459, $610,454 and $562,624 for the World Growth Stock Portfolio;
$95,219, $52,231 and $33,565 for the Money Market Portfolio; $25,557, $24,411
and $33,822 for the Global Hard Assets Portfolio; $396,715, $440,776 and
$402,898 for the Small Company Portfolio; $360,487, $291,549 and $167,753 for
the Growth and Income Portfolio; $1,780,313, $1,226,082, and $799,863 for the
Capital Growth Portfolio; $217,496, $141,693 and $106,356 for the Balanced
Portfolio; $431,260, $291,829, and $176,797 for the Emerging Growth
Portfolio; $114,892 for 1999 and $49,435 for 1998 for the International
Equity Portfolio; $105,079 for 1999 and $51,466 for 1998 for the Growth
Portfolio; and $40,305 for 1999 and $25,749 for 1998 for the High Yield Bond
Portfolio.

The Investment Sub-Advisory Agreements also obligate Jefferson Pilot
Investment Advisory to perform certain administrative services which are
described more completely in the Prospectus. Certain of these functions have
been delegated to the Sub-Advisers.

The continuance of the Investment Management Agreements and the
Sub-Advisory Agreements were approved by the Fund's Board of Directors on
January 30, 1997. As a result of the sale by the Chubb Corporation of Jefferson
Pilot Financial to Jefferson-Pilot on April 30, 1997 (the "Transaction"), and
the resulting change in control of Jefferson Pilot Investment

S-34
<PAGE>

Advisory, the Investment Management Agreements and each of the Sub-Advisory
Agreements terminated by operation of law on that date. On April 3, 1997, the
new Investment Management Agreements and the new Sub-Advisory Agreements were
approved by Directors to become effective on the change of control of Jefferson
Pilot Financial. On April 30, 1997 the Fund and Jefferson Pilot Investment
Advisory received an exemptive order from the Securities and Exchange Commission
that permitted Jefferson Pilot Investment Advisory to continue to provide
investment management services to the Fund and each of its series during an
interim period of not more than 120 days from the date of the Transaction and
continuing through the date a new investment management agreement and new
sub-advisory agreements were approved by Shareholders. On July 31, 1997
additional new Sub-Advisory Agreements were approved by the Fund's Board of
Directors for the Money Market Portfolio, Balanced Portfolio and Growth and
Income Portfolio. On August 15, 1997 the Investment Management Agreement with
Jefferson Pilot Investment Advisory Corporation and each of the existing
Sub-Advisory Agreements with the Sub-Advisers were approved at a Special Meeting
of Shareholders. In addition, on December 10, 1997 the Investment Management and
Sub-Investment Management Agreements relating to the Growth, High Yield Bond and
International Equity Portfolios were approved by the Fund's Board of Directors
and on December 23, 1997 were approved by the Portfolio's sole shareholder. On
July 30, 1998, the continuance of the Investment Management Agreement with
Jefferson Pilot Investment Advisory Corporation was approved by the Fund's Board
of Directors.

Principal Underwriter

Jefferson Pilot Variable Corporation ("Jefferson Pilot Variable"), One
Granite Place, Concord, NH 03301, serves as the principal underwriter for the
Fund pursuant to a Distribution Agreement with the Fund. Under the Agreement,
the Fund has appointed Jefferson Pilot Variable to offer shares of the Fund at
net asset value in a continuous offering. For each of the Fund's last three
fiscal years, Jefferson Pilot Variable has not retained any underwriting
commissions. For the Fund's fiscal year ending December 31, 1998, Jefferson
Pilot Variable received no compensation from the Fund.

Independent Auditors

Ernst & Young LLP, 200 Clarendon Street, Boston, Massachusetts 02116 has
been selected as the independent auditors of the Fund.

The financial statements of the Fund to be incorporated by reference in
this Statement of Additional Information and the related financial highlights
included in the Prospectus for the periods indicated therein have been audited
by Ernst & Young LLP, independent auditors, as set forth in their report thereon
incorporated by reference herein, and are included in reliance upon such report
given upon the authority of such firm as experts in accounting and auditing.

Custodians

Citibank, N.A., 111 Wall Street, New York, New York 10043, acts as
custodian of the Fund's assets. The Fund has also appointed, with the approval
of the Fund's Board of Directors, from time to time, sub-custodians, qualified
under Rule 17f-5 of the 1940 Act, with respect to certain foreign securities.
The Fund may authorize Citibank to enter into an agreement with any U.S. banking
institution or trust company to act as a sub-custodian pursuant to a resolution
of the Fund's Board of Directors. Securities owned by the Fund subject to
repurchase agreements may be held in the custody of other U.S. banks.

Payment of Expenses

Jefferson Pilot Investment Advisory is obligated to assume the cost of
certain administrative expenses for the Fund, as described in the Prospectus.
The Fund pays the following expenses: brokerage commissions and transfer taxes;
other state, federal and local taxes and filing fees; fees and expenses of
qualification of the Fund and its shares under federal and state securities laws
subsequent to the effective date of this Prospectus; compensation of directors
who are not interested persons of the Fund ("disinterested directors"); travel
expenses of disinterested directors; interest and other borrowing costs;
extraordinary or nonrecurring expenses such as litigation; costs of printing and
distributing communications to current policyowners; insurance premiums; charges
and expenses of the custodian, independent auditors, and counsel; industry
association dues; and other expenses not expressly assumed by Jefferson Pilot
Investment Advisory. Certain other expenses are assumed by Jefferson Pilot
Variable Corporation ("JP Variable Corp") pursuant to a distribution agreement
with the Fund.

Affiliates of the Fund, Investment Adviser, and Principal Underwriter

Jefferson Pilot Investment Advisory and Jefferson Pilot Variable
Corporation are wholly-owned by Jefferson-Pilot Corporation ("JP Corporation"),
a North Carolina corporation. JP Corporation has two business segments:
Insurance and Securities, and Communications. Within the Insurance and
Securities segment, JP Corporation offers Individual Life Products, Annuity and
Investment Products, and Group Products through various subsidiaries. Within the
Communications segment, JP Corporation operates three television and seventeen
radio broadcasting stations and provides sports and entertainment programming
through Jefferson-Pilot Communications Company and its subsidiaries. JP
Corporation is also an "affiliated person" of the Fund.

The following organization chart lists the affiliates of the Fund,
Jefferson Pilot Variable Corporation and Jefferson Pilot Investment Advisory,
which affiliates are under common control with JP Corporation. 5% or more of the
outstanding securities of the Fund's Portfolios are held by corresponding
divisions of separate accounts established by Jefferson Pilot Financial
Insurance Company, Alexander Hamilton Life Insurance Company of America, and
Jefferson-Pilot Corporation. Jefferson Pilot Variable Corporation also serves as
the principal underwriter for separate accounts of Jefferson Pilot Financial,
Alexander Hamilton Life and Jefferson-Pilot Corporation.

JEFFERSON-PILOT CORPORATION
CORPORATE ORGANIZATION CHART

<TABLE>
<S> <C>
A. Affiliates actually controlled

Jefferson-Pilot Corporation (North Carolina corp.)

Alexander Hamilton Life Insurance Company of America (Michigan corp.)
Alexander Hamilton Variable Insurance Trust (Massachusetts business trust)
First Alexander Hamilton Life Insurance Company (New York corp.)

Jefferson Pilot Financial Insurance Company (New Hampshire corp.)
(name changed effective May 1, 1998, from Chubb Life Insurance Company of America)
Jefferson Pilot Life Insurance Agency of Massachusetts, Inc. (Massachusetts corp
Jefferson Pilot LifeAmerica Insurance Company (New Jersey corp.)
(name changed effective May 1, 1998, from Chubb Colonial Life Insurance Company)

HARCO Capital Corp. (Delaware corp.)
Omega Jefferson Pilot Seguros de Vida S.A. (Argentina corp.) (See note 2)
Jefferson Pilot Omega Seguros de Vida S.A. (Uruguay corp.)

Hampshire Funding Inc. (New Hampshire corp.)

Jefferson-Pilot Capital Trust A (Delaware business trust)

Jefferson-Pilot Capital Trust B (Delaware business trust)

Jefferson-Pilot Communications Company (North Carolina corp.)
Jefferson-Pilot Communications Company of California (North Carolina corp.)
Jefferson-Pilot Communications Company of Virginia (Virginia corp.)
Jefferson-Pilot Sports, Inc. (North Carolina corp.)
WCSC, Inc. (South Carolina corp.)
Tall Tower, Inc. (South Carolina corp.)

Jefferson Pilot Investment Advisory Corporation (Tennessee corp.)
(name changed effective January 1, 1998, from Chubb Investment Advisory Corporation)

Jefferson-Pilot Investments, Inc. (North Carolina corp.)
Hampshire Syndications, Inc. (New Hampshire corp.)

Jefferson Pilot Variable Corporation (North Carolina corp.)
(name changed effective January 1, 1998, from Jefferson-Pilot Investor Services, Inc.)
Jefferson-Pilot Investor Services of Nevada, Inc. (Nevada corp.)

Jefferson-Pilot Life Insurance Company (North Carolina corp.)
Jefferson Standard Life Insurance Company (North Carolina corp.)

Jefferson-Pilot Property Insurance Company (North Carolina corp.)

Jefferson Pilot Securities Corporation (New Hampshire corp.)
(name changed effective January 1, 1998, from Chubb Securities Corporation)
Jefferson Pilot Insurance Agency of Alabama, Inc. (Alabama corp.)
Allied Professional Advisors, Inc. (New Hampshire corp.)

The Guarantee Life Companies, Inc. (Delaware corp.)(2)
Guarantee Life Insurance Company (Nebraska corp.)
Guarantee Financial Services, Inc. (Nebraska corp.)
PFG, Inc. (Pennsylvania corp.)
Westfield Assigned Benefits Company (Ohio corp.)

Notes: (1) Each indentation reflects another tier of ownership. All entities more than 50%
owned are listed.
(2) Guarantee Protective Life Company (Nebraska corp.) and Westfield Life Insurance
Company (Nebraska corp.) were merged into Guarantee Life Insurance Company
immediately prior to the 12/30/99 acquisition of that entity by JP Corp.

B. Affiliates not controlled but state Insurance Holding Company Act
definitions presume control starting at 10% ownership

Jefferson-Pilot Life Insurance Company owns:
Athens Newspapers, Inc., Class A Common, Georgia corp., 40.0% owned
Tomco2 Equipment Company, Class A Common, Georgia corp., 29.172% owned

HARCO Capital Corp. owns:
International Home Furnishing Center, Inc., Common, North Carolina corp., 25.06% owned
</TABLE>

Recent changes other than noted above:

January 1, 1999 - JP Service Corp. liquidated
January 1, 1999 - Community Choice liquidated
January 6, 1999 - AH Michigan merged into AH Life effective 1/1
June 4, 1999 - JP Property sold
September 13, 1999 - Filed request with SEC to de-register AHVIT
November 30, 1999 - JP Omega sold to Met Life

The following persons are officers and/or directors of the Fund and
Jefferson Pilot Investment Advisory: Ronald R. Angarella (President and
Director), Shari J. Lease (Secretary), Craig D. Moreshead (Assistant Secretary)
John A. Weston (Treasurer), and Mark D. Landry (Assistant Treasurer).

PORTFOLIO TRANSACTIONS AND BROKERAGE ALLOCATIONS

Under the Investment Management Agreements, Jefferson Pilot Investment
Advisory has ultimate authority to select broker-dealers through which
securities are to be purchased and sold, subject to the general control of the
Board of Directors. Under the Sub-Investment Management Agreements, the
Sub-Advisers have day-to-day responsibility for selecting broker-dealers through
which securities are to be purchased and sold, subject to Jefferson Pilot
Investment Advisory's overall monitoring and supervision. The Sub-Advisers each
provide the trading desk for their respective Portfolio transactions. Jefferson
Pilot Investment Advisory will perform daily valuation of the assets of each
Portfolio.

S-35

<PAGE>
The Money Market Portfolio's investments usually will be purchased on a
principal basis directly from issuers, underwriters or dealers. Accordingly,
minimal brokerage charges are expected to be paid on such transactions.
Purchases from an underwriter generally include a commission or concession paid
by the issuer, and transactions with a dealer usually include the dealer's
mark-up.

The amount of brokerage commissions paid by the Fund for all Portfolios
for the years 1999, 1998 and 1997 were $1,527,237, $875,520, and $776,318
respectively.

The following is a breakdown of the brokerage commissions paid per
Portfolio for the years 1997, 1998 and 1999:

<TABLE>
<CAPTION>
Portfolio 1997 1998 1999
- ---------- ---- ---- ----

<S> <C> <C> <C>
International Equity -- $55,086 $93,613
World Growth Stock $136,858 $147,364 $122,241
Global Hard Assets $16,021 $43,360 $58,464
Emerging Growth $90,363 $115,960 $240,112
Capital Growth $173,232 $154,069 $267,468
Small Company $125,005 $146,542 $369,308
Growth -- $45,165 $105,346
Growth and Income $187,682 $106,917 $185,870
Balanced $47,157 $61,055 $84,817
High Yield Bond -- $0 $0
Money Market $0 $0 $0
-------- -------- --------
$776,318 $875,520 $1,527,237
</TABLE>

Insofar as known to management, no director or officer of the Fund,
Jefferson Pilot Investment Advisory, any Sub-Adviser or any person affiliated
with any of them has any material direct or indirect interest in any
broker-dealer employed by or on behalf of the Fund.

In selecting broker-dealers to execute transactions for the Fund, the
Sub-Advisers are obligated to use their best efforts to obtain for each
Portfolio the most favorable overall price and execution available, considering
all the circumstances. Such circumstances include the price of the security, the
size of the broker-dealer's "spread" or commission, the willingness of the
broker-dealer to position the trade, the reliability, financial strength and
stability and operational capabilities of the broker-dealer, the ability to
effect the transaction at all where a large block is involved, the availability
of the broker-dealer to stand ready to execute possibly difficult transactions
in the future, and past experience as to qualified broker-dealers, including
broker-dealers who specialize in any Canadian or foreign securities held by the
Portfolios. Such considerations are judgmental and are weighed by the
Sub-Advisers in seeking the most favorable overall economic result for the Fund.

Notwithstanding the foregoing, however, and subject to appropriate
policies and procedures as then approved by the Board of Directors of the Fund,
Jefferson Pilot Investment Advisory and the Sub-Advisers are authorized to
allocate portfolio transactions to broker-dealers who have provided brokerage
and research services, as such services are defined in Section 28(e) of the
Securities and Exchange Act of 1934, for the Portfolios or other advisory
accounts as to which Jefferson Pilot Investment Advisory or any Sub-Advisers has
investment discretion. In addition, Jefferson Pilot Investment Advisory and the
Sub-Advisers may cause the Portfolios to pay a broker-dealer a commission for
effecting a securities transaction in excess of the amount another broker-dealer
would have charged for effecting the same transaction, if Jefferson Pilot
Investment Advisory or the Sub-Advisers determines in good faith that such
amount of commission is reasonable in relation to the value of the brokerage and
research services, as defined above, provided by such broker-dealer viewed in
terms of either that particular transaction or the overall responsibilities of
Jefferson Pilot Investment Advisory or the Sub-Advisers with respect to the
Portfolios or their other advisory accounts. Such brokerage and research
services may include, among other things, analyses and reports concerning
issuers, industries, securities, economic factors and trends, and, portfolio
strategy. Such brokerage and research services may be used by Jefferson Pilot
Investment Advisory or a Sub-Advisers in connection with any other advisory
accounts managed by it. Conversely, research services for any other advisory
accounts may be used by the Sub-Adviser or Jefferson Pilot Investment Advisory
in managing the investments of a Portfolio. Jefferson Pilot Investment Advisory
or a Sub-Adviser may also receive from such broker-dealers quotations for
Portfolio valuation purposes, provided that this results in no additional cost
to the Fund.

Research services may be provided to Templeton, at no additional cost to
the Fund, by various wholly owned subsidiaries, including Templeton Investment
Counsel, Inc., a corporation registered under the Investment Advisers Act of
1940, Templeton Investment Management (Hong Kong) Ltd., and Templeton Management
Limited, a Canadian company. The research services include information,
analytical reports, computer screening studies, statistical data, and factual
resumes pertaining to securities in the U.S. and in various foreign nations
which Templeton considers as having relatively stable and friendly governments.
Such supplemental research, when utilized, is subjected to analysis by Templeton
before being incorporated into the investment advisory process. Templeton pays
these subsidiaries compensation and reimbursement of expenses as mutually agreed
on, without cost to the Fund. These subsidiaries and Templeton are independent
contractors and in no sense is any of them an agent for the other. Any of them
is free to discontinue such research services at any time on 30 days' notice
without cost or penalty.

In 1999, $117,454.38 was paid in commissions to brokers because of
research services provided to Janus. Of that amount, $571.46 was paid on
transactions for the Balanced Portfolio and $116,882.92 was paid on
transactions for the Capital Growth Portfolio.

The Sub-Advisers will use their best efforts to recapture all available
tender offer solicitation fees and similar payments in connection with tenders
of the securities of the Fund and to advise the Fund of any fees or payments of
whatever type which it may be possible to obtain for the Fund's benefit in
connection with the purchase or sale of Fund securities.

Any of the Sub-Advisers and Jefferson Pilot Investment Advisory may
combine transactions for the Fund with transactions for other accounts managed
by them or their affiliates, including other investment companies registered
under the 1940 Act, as previously described above. Transactions will be combined
only when the transaction meets the Fund's requirements as to selection of
brokers or dealers and negotiation of prices and commissions which the
Sub-Advisers would otherwise apply.

S-36

<PAGE>

MANAGEMENT OF THE FUND

The Board of Directors of the Fund is responsible for the administration
of the affairs of the Fund. The directors and officers of the Fund, their
addresses, their positions with the Fund, and their principal occupations for
the past five years are set forth below:

<TABLE>
<CAPTION>
Positions
with Principal Occupations for
Name, Age and Address the Fund the Past Five Years
- - ---------------------- -------- -------------------
<S> <C> <C>
Ronald Angarella* (41) President Senior Vice President, Jefferson Pilot Financial,
One Granite Place and Director President and Director, Jefferson Pilot Investment
Concord, N.H. 03301 Advisory, Jefferson Pilot Securities and Hampshire
Funding, Inc.; Senior Vice President and Director,
Chubb Investment Funds, Inc.
</TABLE>

S-37
<PAGE>

<TABLE>
<CAPTION>
Positions
with Principal Occupations for
Name, Age and Address the Fund the Past Five Years
- - ---------------- -------- -------------------
<S> <C> <C>
Charles C. Cornelio (39) Vice President Executive Vice President, Jefferson Pilot Financial
One Granite Place and General Counsel and Jefferson Pilot Corporation, Vice President, and
Concord, N.H. 03301 Secretary, Jefferson Pilot Securities Corporation.

Shari J. Lease (44) Secretary Vice President and Counsel, Jefferson Pilot
One Granite Place Financial; Secretary, Chubb Investment Advisory,
Concord, N.H. 03301 previously Secretary, Chubb Investment Funds, Inc.

Craig D. Moreshead (31) Assistant Secretary Counsel for Jefferson Pilot Financial; Assistant Secretary,
One Granite Place Jefferson Pilot Investment Advisory; formerly Compliance
Concord, N.H. 03301 Manager of BancBoston Securities, Inc.

John A. Weston (39) Treasurer Vice President of Jefferson Pilot Financial, Treasurer
One Granite Place of Jefferson Pilot Securities Corporation, Jefferson Pilot
Concord, N.H. 03301 Investment Advisory, Jefferson Pilot Variable Corporation
and Hampshire Funding, Inc.; formerly, Mutual Fund
Accounting Officer for the Fund, Chubb Investment Funds,
Inc. and Jefferson Pilot Investment Advisory Corporation
and Assistant Treasurer for Chubb Securities Corporation
and Hampshire Funding, Inc.

Mark D. Landry (34) Assistant Treasurer Mutual Fund Accounting and Operations Officer for
One Granite Place Jefferson Pilot Financial, Concord, N.H. 03301 and
Concord, N.H. 03301 Jefferson Pilot Investment Advisory; formerly Mutual
Fund Accounting and Operations Manager for the Fund,
Chubb Investment Funds, Inc., Assistant Treasurer of
Chubb Investment Funds, Inc.; and Chubb Investment Advisory.

Michael D. Coughlin (56) Director Owner, Michael D. Coughlin Associates (general management
215 Mountain Road consulting); formerly President of Cnocord Litho Company,
Concord, N.H. 03301 Inc. (printing company)

S-38
<PAGE>

Elizabeth S. Hager (54) Director State Representative, New Hampshire, Executive Director,
5 Auburn Street United Way, Consultant, Fund Development, previously,
Concord, N.H. 03301 City Councilor, City of Concord, N.H. and Mayor, City of
Concord, N.H.

Thomas D. Rath (53) Director Partner, Rath, Young, Pignatelli, P.A.; President, PlayBall
One Capital Plaza, P.O. Box 1500 N.H.; formerly Vice Chairman, Primary Bank; Chairman,
Concord, N.H. 03302 Horizon Bank
</TABLE>

Asterisks indicate those directors who are "interested persons" within the
meaning of Section 2(a)(19) of the 1940 Act. Mr. Coughlin and Ms. Hager are
members of the audit committee and Mr. Angarella and Ms. Hager are members of
the valuation committee.

The officers of the Fund and one of the directors of the Fund (Mr.
Angarella) who is an "interested person" of the Fund receive no salary or fee
from the Fund. The remaining directors of the fund received the compensation
shown below for the fiscal year ending December 31, 1999. It is not proposed
that the directors will be paid any retirement or pension benefits.

<TABLE>
<CAPTION>
Aggregate Compensation
Name Position From Fund
- - ---- -------- -----------------------

<S> <C> <C>
Michael D. Coughlin Director $7,600

Elizabeth S. Hager Director $7,600

Thomas D. Rath Director $7,600
</TABLE>

The Fund and Jefferson Pilot Investment Advisory Corporation have adopted
codes of ethics under Rule 17j-1 of the Investment Company Act of 1940. These
codes of ethics permit personnel subject to the codes to invest in securities,
including securities that may be purchased or held by the Fund.

CAPITAL STOCK

The Fund issues a separate series of capital stock for each Portfolio.
The authorized capital stock of the Fund consists of 12,000,000,000 shares of
common stock which are divided into twelve series: World Growth Stock
Portfolio common stock, International Equity Portfolio common stock, Money
Market Portfolio common stock, Global Hard Assets Portfolio common stock, S&P
500 Index Portfolio common stock, High Yield Bond Portfolio common stock,
Small Company Portfolio common stock, Growth and Income Portfolio common
stock, Capital Growth Portfolio common stock, Growth Portfolio common stock,
Balanced Portfolio common stock and Emerging Growth Portfolio common stock.
Each series currently consists of 1,000,000,000 shares. The Fund has the
right to issue additional shares without the consent of stockholders and may
reallocate shares to new series or to one or more of the existing series.

Jefferson Pilot Financial initially purchased 100,000 shares of the
capital stock of each Portfolio, other than the Balanced Portfolio, High Yield
Bond Portfolio, International Equity Portfolio, Growth Portfolio and the
Emerging Growth Portfolio, for its general account. Jefferson Pilot Financial
initially purchased 500,000 shares of the capital stock of the Balanced
Portfolio and 300,000 shares of capital stock of the Emerging Growth Portfolio
for its general account. The purchase price of each share was $10.00. All other
shares are offered only to corresponding divisions of separate accounts
established by Jefferson Pilot Financial or its affiliated insurance companies.
Jefferson Pilot Financial intends to withdraw such investment from time to time.

Each share of capital stock is entitled to one vote on all matters
submitted to a vote of all stockholders of the Fund, and fractional shares are
entitled to a corresponding fractional vote. Shares of a Portfolio will be voted
separately from shares of other Portfolios on matters affecting only that
Portfolio. The shares held by Jefferson Pilot Financial or its affiliated
insurance companies, including shares for which no voting instructions have been
received, shares held in a separate account representing charges imposed by
Jefferson Pilot Financial or its affiliates and shares held by Jefferson Pilot
Financial that are not otherwise attributable to Policies, will be voted by
Jefferson Pilot Financial or its affiliated insurance companies in proportion to
instructions received from the owners of Policies. Jefferson Pilot Financial and
its affiliated insurance companies reserve the right to vote any or all such
shares at their discretion to the extent consistent with then current
interpretations of the 1940 Act and rules thereunder.

The assets received by the Fund for the issuance or sale of shares of each
Portfolio and all income, earnings, profits and proceeds thereof are
specifically allocated to each Portfolio. They constitute the underlying assets
of each Portfolio, are required to be segregated on the books of account and are
to be charged with the expenses of such Portfolio. Any assets which are not
clearly allocable to a particular Portfolio or Portfolios are allocated in a
manner determined by the Board of Directors. The assets of each Portfolio are
charged with the liabilities of that Portfolio and a proportionate share of the
general liabilities of the Fund. Accrued liabilities which are not clearly
allocable to one or more Portfolios would generally be allocated among the
Portfolios in proportion to their relative net assets before adjustment for such
unallocated liabilities. Each issued and outstanding share in a Portfolio is
entitled to participate equally in dividends and distributions declared with
respect to such Portfolio and in the net assets of such Portfolio upon
liquidation or dissolution remaining after satisfaction of outstanding
liabilities.

The shares of each Portfolio, are fully paid and non-assessable, have no
preference, preemptive, conversion, exchange or similar rights, and are freely
transferable. Shares do not have cumulative voting rights.

S-39
<PAGE>

As a Maryland corporate entity, the Fund is not required to hold regular
annual shareholder meetings and, in the normal course, does not expect to hold
such meetings. The Fund is, however, required to hold shareholder meetings for
such purposes as, for example: (i) approving certain agreements as required by
the 1940 Act; (ii) changing fundamental investment objectives and restrictions
of the Portfolios; and (iii) filling vacancies on the Board of Directors in the
event that less than a majority of the directors were elected by shareholders.
The Fund expects that there will be no meetings of shareholders for the purpose
of electing directors unless and until such time as less than a majority of the
directors holding office have been elected by shareholders. At such time, the
directors then in office will call a shareholder meeting for the election of
directors. In addition, holders of record of not less than two-thirds of the
outstanding shares of the Fund may remove a director from office by a vote cast
in person or by proxy at a shareholder meeting called for that purpose at the
request of holders of 10% or more of the outstanding shares of the Fund. The
Fund has the obligation to assist in such shareholder communications. Except as
set forth above, directors will continue in office and may appoint successor
directors.

The officers and directors of the Fund cannot directly own shares of the
Fund without purchasing a Policy. As a result, the amount of shares owned by the
directors and officers of the Fund as a group is less than 1% of each Portfolio.

Control Persons and Principal Holders of Securities

Initially, shares of the Registrant were offered and sold only to The
Volunteer State Life Insurance Company ("Volunteer"), a stock life insurance
company organized under the laws of Tennessee. Effective July 1, 1991, Volunteer
changed its name to Chubb Life Insurance Company of America ("Chubb Life") and
re-domesticated to New Hampshire. Chubb Life changed its name to Jefferson Pilot
Financial Insurance Company ("J.P. Financial") on May 1, 1998. The purchasers of
variable life insurance contracts issued in connection with separate accounts
established by J.P. Financial or its affiliated insurance companies will have
the right to instruct J.P. Financial or its affiliated insurance companies with
respect to the voting of the Registrant's shares held by such separate accounts
on behalf of policyowners. The shares held by J.P. Financial or its affiliated
insurance companies, including shares for which no voting instructions have been
received, shares held in the separate accounts representing charges imposed by
J.P. Financial or its affiliated insurance companies against the separate
account and shares held by J.P. Financial or its affiliated insurance companies
that are not otherwise attributable to Policies, will also be voted by J.P.
Financial or its affiliated insurance companies in proportion to instructions
received from owners of Policies. J.P. Financial or its affiliated insurance
companies reserve the right to vote any or all such shares at their discretion
to the extent consistent with then current interpretations of the Investment
Company Act of 1940 and rules thereunder. Subject to such voting instruction
rights, J.P. Financial or its affiliated insurance companies will directly
control the Registrant.

Subsequently, shares of the Registrant may be offered and sold to other
separate accounts formed by J.P. Financial, its successors or assigns, and by
other insurance companies which, along with J.P. Financial, are subsidiaries of
The Jefferson-Pilot Corporation, a North Carolina corporation, or subsidiaries
of such subsidiaries. In addition, shares of the Fund may be also offered and
sold to other separate accounts of non-affiliated insurance companies. A diagram
of the subsidiaries of The Jefferson-Pilot Corporation is included in this
filing.

The following table indicates the percentage of ownership of each person or
entity who owns of record 5% or more of the outstanding equity securities of the
Fund's Portfolios. Alexander Hamilton Life Insurance Company of America owns
beneficially 17.73% of the outstanding equity securities of the High Yield Bond
Portfolio. The Jefferson-Pilot Corporation Employees Retirement Plan owns
beneficially 23.40%, 7.57%, 33.81%, and 9.41% of the International Equity,
Emerging Growth, Growth, and Growth and Income Portfolios respectively. All data
is current as of January 31, 2000.

Jefferson Pilot Financial Insurance Company ("JP Financial") is located at
One Granite Place, Concord, NH 03301. Alexander Hamilton Life Insurance Company
of America ("AHL") is located at 1000 Town Center, Suite 1070A, Southfied, MI
48075. Jefferson-Pilot Corporation ("JP Corporation") is located at 100 N. Green
St., Greensboro, NC 27401.

<TABLE>
<CAPTION>
JP Financial JP Corporation
JPVF Portfolio Separate Acct A AHL Separate Acct A Separate Acct C
- - -------------- --------------- ------------------- --------------
<S> <C> <C> <C>
International Equity 61.03% 14.08% 23.40%
World Growth Stock 95.81% -- --
Global Hard Assets 99.53% -- --
Emerging Growth 78.20% 10.38% 7.57%
Capital Growth 84.98% 11.56% --
Small Company 97.47% -- --
S&P 500 Growth 49.67% 13.96% 33.81%
Growth and Income 77.67% 12.21% 9.41%
Balanced 79.21% 19.88% --
High Yield Bond 58.42% 22.26% --
Money Market 71.37% 23.43% --
</TABLE>

OFFERING AND REDEMPTION OF SHARES

The Fund offers shares of each Portfolio only for purchase by the
corresponding division of separate accounts established by Jefferson Pilot
Financial or its affiliated insurance companies. It thus will serve as an
investment medium for the Policies offered by Jefferson Pilot Financial and its
affiliated insurance companies. The offering is without a sales charge and is
made at each Portfolio's net asset value per share, which is determined in the
manner set forth below under "DETERMINATION OF NET ASSET VALUE." In the future,
the shares of the Fund may be offered to additional separate accounts of
Jefferson Pilot Financial, its successor or assigns, or of its affiliated
insurance companies.

Jefferson Pilot Variable Corporation ("JP Variable Corporation") is the
principal underwriter and distributor of the Fund's shares. It is also the
principal underwriter and distributor of the Policies.

Under the terms of the Fund Distribution Agreement entered into by JP
Variable Corporation and the Fund, JP Variable Corporation is not obligated to
sell any specific number of shares of the Fund. JP Variable Corporation also
pays any distribution expenses and costs (that is, those arising from any
activity which is primarily intended to result in the sale of shares issued by
the Fund) including expenses and costs attributable to the Fund which are
related to the printing and distributing of prospectuses and periodic reports to
new or prospective owners of Policies. Such expenses are reimbursed by Jefferson
Pilot Financial or its affiliated insurance companies, their successors or
assigns, pursuant to the terms of separate agreements with Jefferson Pilot
Securities relating to the sale of Policies.

The Fund redeems all full and fractional shares of the Fund at the net
asset value per share applicable to each Portfolio. See "DETERMINATION OF NET
ASSET VALUE" below.

Redemptions are normally made in cash, but the Fund has authority, at its
discretion, to make full or partial payment by assignment to the separate
account of portfolio securities at their value used in determining the
redemption price. The Fund, nevertheless, pursuant to Rule 18f-1 under the 1940
Act, has filed a notification of election on Form N-18f-1, by which the Fund has
committed itself to pay to the separate account in cash, all such separate
account's requests for redemption made during any 90-

S-40
<PAGE>

day period, up to the lesser of $250,000 or 1% of the applicable Portfolio's net
asset value at the beginning of such period. The securities, if any, to be paid
in-kind to the separate account will be selected in such manner as the Board of
Directors deems fair and equitable. In such cases, the separate account would
incur brokerage costs should it wish to liquidate these portfolio securities.

The right to redeem shares or to receive payment with respect to any
redemption of shares of any Portfolio may only be suspended (1) for any period
during which trading on the New York Stock Exchange is restricted or such
Exchange is closed, other than customary weekend and holiday closings, (2) for
any period during which an emergency exists as a result of which disposal of
securities or determination of the net asset value of that Portfolio is not
reasonably practicable, or (3) for such other periods as the Securities and
Exchange Commission may by order permit for the protection of stockholders of
the Portfolio.

DETERMINATION OF NET ASSET VALUE

The net asset value of the shares of each Portfolio of the Fund is
determined as of the close of regular trading on the New York Stock Exchange
(presently 4:00 P.M. New York Time), on each day during which the New York Stock
Exchange is open for trading except on days where both (i) the degree of trading
in the Portfolio's securities would not materially affect the net asset value of
the Portfolio's shares and (ii) no shares of the Portfolio were tendered for
redemption or no purchase order was received. The New York Stock Exchange is
open from Monday through Friday except on the following national holidays: New
Years Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor
Day, Thanksgiving Day, and Christmas Day. In the event that any of the above
holidays falls on a Sunday, it is regularly observed on the following Monday.
The net asset value of each Portfolio will not be calculated on the following
local holidays: the day after Thanksgiving, the day after Christmas, the day
before Christmas if Christmas falls on a Friday or Saturday, and the Friday
before Christmas if Christmas falls on a Sunday.

The net asset value per share of each Portfolio is computed by dividing
the sum of the value of the securities held by that Portfolio, plus any cash or
other assets and minus all liabilities, by the total number of outstanding
shares of that Portfolio at such time. Any expenses borne by the Fund, including
the investment management fee payable to Jefferson Pilot Investment Advisory,
are accrued daily except for extraordinary or non-recurring expenses.

Portfolio securities which are traded on national stock exchanges are
valued at the last sale price as of the close of business of the New York Stock
Exchange on the day the securities are being valued, or, lacking any sales, at
the mean between the closing bid and asked prices.

Securities traded in the over-the-counter market are valued at the closing
sales price as reported on a readily available market quotation system, or, if
no sale took place, the mean between the bid and asked prices. Securities and
assets for which market quotations are not readily available are valued at fair
value as determined in good faith by the Board of Directors of the Fund.

Quotations of foreign securities in foreign currencies are converted to
U.S. dollar equivalents using appropriately translated foreign market closing
prices.

Long-Term U.S. Treasury securities and other obligations issued or
guaranteed by the U.S. Government, its agencies or instrumentalities are valued
at representative quoted prices from bond pricing services.

Long-term publicly traded corporate bonds are valued at prices obtained
from a bond pricing service when such prices are available or, when appropriate,
from broker-dealers who make a market in that security.

Debt instruments with a remaining maturity of 60 days or less are valued
on an amortized cost basis. Under this method of valuation, the security is
valued at cost on the date of purchase plus a constant rate of amortization of
any discount or premium until maturity, regardless of any intervening change in
general interest rates or the market value of the instrument. The amortized cost
value of the security may be either more or less than the market value at any
given time. If for any reason the fair value of any security is not fairly
reflected through the amortized cost method of valuation, such security will be
valued by market quotations, if available, otherwise as determined in good faith
by the Board of Directors.

S-41
<PAGE>

PERFORMANCE AND YIELD INFORMATION

From time to time the Fund may advertise the yield and/or the average
annual total return of some or all of its twelve investment portfolios. These
figures are based on historical earnings and are not intended to indicate future
performance. Shares of the portfolios are presently offered only to
corresponding divisions of separate accounts established by Jefferson Pilot
Financial Insurance Company ("JPF" "JP Financial" or "Jefferson Pilot
Financial"), Jefferson-Pilot Life Insurance Company ("Jefferson Pilot"),
Alexander Hamilton Life Insurance Company of America ("Hamilton") or their
affiliated insurance companies, to fund variable annuities and flexible premium
variable life insurance policies. None of these performance figures reflect fees
and charges imposed under such variable annuities or flexible premium variable
life insurance policies, which fees and charges will reduce the yield and total
return to policyowners; therefore, these performance figures may be of limited
use for comparative purposes.

Money Market Portfolio

For the seven days ended December 31, 1999, the yield of the Money Market
Portfolio expressed as a simple annualized yield was 6.45%; the yield of the
Money Market Portfolio expressed as a compounded effective yield was 6.66%.

The Money Market Portfolio's yield is its investment income, less
expenses, expressed as a percentage of assets on an annualized basis for a
seven-day period. The yield is expressed as a simple annualized yield and as a
compounded effective yield. The yield does not reflect the fees and charges
imposed on the assets of Separate Account A.

The simple annualized yield is computed by determining the net change
(exclusive of realized gains and losses from the sale of securities and
unrealized appreciation and depreciation) in the value of a hypothetical
pre-existing account having a balance of one share at the beginning of the
seven-day period, dividing the net change in account value by the value of the
account at the beginning of the period, and annualizing the resulting quotient
(base period return) on a 365-day basis. The net change in account value
reflects the value of additional shares purchased with dividends from the
original shares in the account during the seven-day period, dividends declared
on such additional shares during the period, and expenses accrued during the
period.

The compounded effective yield is computed by determining the unannualized
base period return, adding one to the base period return, raising the sum to a
power equal to 365 divided by seven, and subtracting one from the result.

S-42
<PAGE>

Non-Money Market Portfolios

Yield represents the net annualized yield based on a specified 30-day (or
one month) period assuming a reinvestment semiannual compounding of income.
Yield is calculated by dividing the average daily net investment income per
share earned during the specified period by the maximum offering price, which is
net asset value per share on the last day of the period, and annualizing the
result according to the following formula:

Yield = 2(((A-B + 1) 6) -1)
---
CD

Where A equals dividends and interest earned during the period, B equals
expenses accrued for the period (net of reimbursements), C equals the average
daily number of shares outstanding during the period that were entitled to
receive dividends, and D equals the maximum offering price per share on the last
day of the period.

The average annual total return quotations for the World Growth Stock
Portfolio, the Money Market Portfolio, the Global Hard Assets Portfolio, the
Small Company Portfolio, the Growth and Income Portfolio, the Capital Growth
Portfolio, the Balanced Portfolio, the Emerging Growth Portfolio, the
International Equity Portfolio, the Growth Portfolio, and the High Yield Bond
Portfolio for the one year ended December 31, 1999 are 20.86%, 4.57%, 19.15%,
14.20%, 5.75%, 44.66%, 22.26%, 76.51%, 32.54%, 80.36%, and 4.79% respectively.
The average annual total return quotations for the World Growth Stock, Money
Market, Global Hard Assets, Small Company, Growth and Income, Capital Growth and
Balnced Portfolios for the 5 years ended December 31, 1999 are 14.74%, 4.80%,
(9.74%), 13.47% 20.31%, 34.38% and 17.77%, respectively. The average annual
total return quotations for World Growth Stock Portfolio, the Money Market
Portfolio, the Global Hard Assets Portfolio and the Small Company Portfolio for
the 10 years ended December 31, 1999 are 11.62%, 4.47%, (5.18%), and 12.41%
respectively. The average annual total return quotations for World Growth Stock
Portfolio, the Money Market Portfolio, the Global Hard Assets Portfolio, the
Small Company Portfolio, the Growth and Income Portfolio, the Capital Growth
Portfolio, the Balanced Portfolio, the International Equity Portfolio, the
Growth Portfolio, the High Yield Bond Portfolio, and the Emerging Growth
Portfolio since each Portfolio's inception through December 31, 1999 are 12.43%,
4.96%, .08%, 12.53%, 15.41%, 28.21%, 13.54%, 27.02%, 53.88%, 2.83%, and 37.62%
respectively.

The average annual total return figures represent the average annual
compounded rate of return of the stated period. Average annual total return
quotations reflect the percentage change between the beginning value of a static
account in the Portfolio and the ending value of that account measured by the
then current net asset value of that Portfolio assuming that all dividends and
capital gains distributions during the stated period were reinvested in shares
of the Portfolio when paid. Total return is calculated by finding the average
annual compounded rates of return of a hypothetical investment that would
compare the initial amount to the ending redeemable value of such investment
according to the following formula:

T = (ERV/P)/1/n/-1

Where T equals average annual total return, where ERV, the ending
redeemable value, is the value, at the end of the applicable period, of a
hypothetical $10,000 payment made at the beginning of the applicable period,
where P equals a hypothetical initial payment of $1,000, and where N equals the
number of years. From time to time, in reports and sales literature: (1) each
Portfolio's performance or P/E ratio may be compared to: (i) the Standard &
Poor's 500 Composite Stock Price Index ("S&P 500 Index") and Dow Jones
Industrial Average so that you may compare that Portfolio's results with those
of a group of unmanaged securities widely regarded by investors as
representative of the U.S. stock market in general; (ii) other groups of mutual
funds traced by: (A) Lipper Analytical Services, a widely-used independent
research firm which ranks mutual funds by overall performance, investment
objectives, and asset size; (B) Forbes Magazine's Annual Mutual Funds Survey and
Mutual Fund Honor Roll; or (C) other financial or business publications, such as
the Wall Street Journal, Business Week, Money Magazine, and Barron's, which
provide similar information; (iii) indices of stocks comparable to those in
which the particular Portfolio invests; (2) the Consumer Price Index (measure of
inflation) may be used to assess the real rate of return from an investment in
each Portfolio; (3) other U.S. government statistics such as GNP, and net import
and export figures derived from governmental publications, e.g., The Survey of
Current Business, may be used to illustrate investment attributes of each
Portfolio or the general economic, business, investment, or financial
environment in which each Portfolio operates; and (4) the effect of tax-deferred
compounding on the particular Portfolio's investment returns, or on returns in
general, may be illustrated by graphs, charts, etc. where such graphs or charts
would compare, at various points in time, the return from an investment in the
particular Portfolio (or returns in general) on a

S-43
<PAGE>

tax-deferred basis (assuming reinvestment of capital gains and dividends and
assuming one or more tax rates) with the return on a taxable basis. Each
Portfolio's performance may also be compared to the performance of other mutual
funds by Morningstar, Inc. which ranks mutual funds on the basis of historical
risk and total return. Morningstar rankings are calculated using the mutual
fund's performance relative to three-month Treasury bill monthly returns.
Morningstar's rankings range from five stars (highest) to one star (lowest) and
represent Morningstar's assessment of the historical risk level and total return
of a mutual fund as a weighted average for 3, 5, and 10-year periods. In each
category, Morningstar limits its five star rankings to 10% of the funds it
follows and its four star rankings to 22.5% of the funds it follows. Rankings
are not absolute or necessarily predictive of future performance.

The performance of the Portfolios may be compared, for example, to the
record of the S&P 500 Index, NASDAQ Composite Index, and the Europe, Australia,
Far Eastern ("EAFE") Index. The S&P 500 Index is a well known measure of the
price performance of 500 leading larger domestic stocks which represent
approximately 80% of the market capitalization of the U.S. equity market. The
NASDAQ Composite Index is comprised of all stocks on NASDAQ's National Market
Systems, as well as other NASDAQ domestic equity securities. The NASDAQ
Composite Index has typically included smaller, less mature companies
representing 10% to 15% of the capitalization of the entire domestic equity
market. The EAFE Index is comprised of more than 900 companies in Europe,
Australia and the Far East. All of these indices are unmanaged and
capitalization weighted. In general, the securities comprising the NASDAQ
Composite Index are more growth oriented and have a somewhat higher beta and P/E
ratio than those in the S&P 500 Index.

The total returns of all of these indices will show the changes in prices
for the stocks in each index. However, only the performance data for the S&P 500
Index assumes reinvestment of all capital gains distributions and dividends paid
by the stocks in each data base. Tax consequences will not be included in such
illustration, nor will brokerage or other fees or expenses of investing be
reflected in the NASDAQ Composite, S&P 500, EAFE Index.

From time to time, in reports and sales literature, the Global Hard
Assets and Growth and Income Portfolios may present non-standardized performance
due to a change in investment objective and a change in sub-adviser. Average
annual total return will be calculated utilizing the same method as for standard
performance and will reflect all elements of return. Returns will will be
calculated year to date and for the 1, 5 and 10 year periods beginning May 1,
1998 (Global Hard Assets) and beginning August 28, 1997 (Growth and Income) and
ending December 31, 1999.

S-44
<PAGE>

ADDITIONAL INFORMATION

Reports

Annual and semi-annual reports containing financial statements of the
Fund, as well as voting instruction soliciting material for the Fund, have been
sent to Policyowners.

Name and Service Mark

The Chubb Corporation in conjunction with its sale of Jefferson Pilot
Financial to Jefferson-Pilot Corporation has granted a limited right to use the
"Chubb" name and service mark. Jefferson Pilot Corporation has also granted a
limited license to the Fund to use the Jefferson Pilot name and service mark.

FINANCIAL STATEMENTS

The financial statements contained in the Fund's December 31, 1998 Annual
Report are incorporated herein by reference.

S-45

<PAGE>

PART C
OTHER INFORMATION

Item 23. Exhibits

1. a. Amended and Restated Articles of Incorporation, incorporated by
reference to earlier filing on September 5, 1997 SEC file
No. 2-94479 Exhibit l.a of Form N-lA Registration
Statement.

b. Articles of Amendment to the Articles of Incorporation are
incorporated by reference to earlier filing on March 2, 1998
SEC File No. 2-94479 Exhibit 1.b of Form N-1A Registration
Statement.

c. Articles of Amendment to the Articles of Incorporation are
incorporated by reference to earlier filing on February
25, 1999 SEC file No. 2-94479 Exhibit 1.c of Form N-1A
Registration Statement.

2. By-Laws of Jefferson Pilot Variable Fund, Inc., incorporated by
reference to earlier filing on February 25, 1999 SEC File No. 2-94479
Exhibit 2 of Form N-1A Registration Statement.

3. Not applicable.

C-1

<PAGE>

4. a. Investment Management Agreement between Chubb America Fund, Inc.
and Chubb Investment Advisory Corporation incorporated by reference
to earlier filing on March 2, 1998 SEC File No. 2-94479
Exhibit 99.5a.

b. Investment Subadvisory Agreement among Chubb America Fund, Inc.,
Chubb Investment Advisory Corporation and Templeton Global Advisers
Limited. Incorporated by reference to earlier filing on September 5,
1997 SEC file No. 2-94479 Exhibit 99.5B.

c. Investment Subadvisory Agreement among Chubb America Fund, Inc.,
Chubb Investment Advisory Corporation and Van Eck Associates
Corporation. Incorporated by reference to earlier filing on September
5, 1997 SEC file No. 2-94479 Exhibit 99.5C.

d. Investment Subadvisory Agreement between Jefferson Pilot
Investment Advisory Corporation and Lord Abbett & Company for the
Small Company Portfolio.

C-2

<PAGE>

e. Investment Sub Advisory Agreement between Jefferson Pilot
Investment Advisory Corporation and Credit Suisse Asset Management,
LLC for the Growth and Income Portfolio.

f. Investment Sub Advisory Agreement between Chubb America Fund,
Inc., Chubb Investment Advisory Corporation and Janus Capital
Corporation for the Capital Growth Portfolio. Incorporated by
reference to earlier filing on September 5, 1997 SEC file No.
2-94479 Exhibit 99.5F.

g. Investment Sub Advisory Agreement between Jefferson Pilot
Investment Advisory Corporation and Janus Capital Corporation for the
Balanced Portfolio.

C-3

<PAGE>

h. Investment Sub-Advisory Agreement among Chubb America Fund, Inc.,
Chubb Investment Advisory Corporation, and Massachusetts Financial
Services Company with respect to the Emerging Growth Portfolio and
Money Market Portfolios. Incorporated by reference to earlier filing
on September 5, 1997 SEC file No. 2-94479 Exhibit 99.5H.

i. Investment Sub-Advisory Agreement between Jefferson Pilot Variable
Fund, Inc., Jefferson Pilot Investment Advisory Corporation and
Lombard International Portfolio Management Limited for the
International Equity Portfolio incorporated by reference to earlier
filing on March 2, 1998 SEC File No. 2-94479 Exhibit 99.5j.

j. Investment Sub-Advisory Agreement between Jefferson Pilot Variable
Fund, Inc., Jefferson Pilot Investment Advisory Corporation and
Strong Capital Management, Inc. for the Growth Portfolio incorporated
by reference to earlier filing on March 2, 1998 SEC File No. 2-94479
Exhibit 99.5k.

k. Investment Sub Advisory Agreement between Jefferson Pilot Variable
Fund, Inc., Jefferson Pilot Variable Corporation and Massachusetts
Financial Service Company for the High Yield Bond Portfolio
incorporated by reference to earlier filing on March 2, 1998 SEC File
No. 2-94479 Exhibit 99.5e.

5. Fund Distribution Agreement between Jefferson Pilot Variable Fund,
Inc. and Jefferson Pilot Variable Corporation incorporated by
reference to earlier filing on March 2, 1998 SEC File No. 2-94479
Exhibit 99.6.

C-4

<PAGE>

6. Not applicable.

7. a. Custodian Agreement between Chubb America Fund, Inc. and Citibank,
N.A. Incorporated by reference to earlier filing on February 21,
1991, SEC File No. 2-94479, Exhibit 8 of N-1A Registration Statement.

b. Amendment to the Custodial Services Agreement between Chubb
America Fund, Inc. and Citibank, N.A. Incorporated by reference to
earlier filing on April 14, 1993, SEC File No. 2-94479, Exhibit 8(b)
of N-1A Registration Statement.

c. Amendment No. 2 to Custodial Services Agreement between Chubb
America Fund, Inc. and Citibank, N.A. Incorporated by reference to
earlier filing on April 14, 1993, SEC File No. 2-94479, Exhibit 8(c)
of N-1A Registration Statement.

8. Not applicable.

9. a. Opinion and Consent of Counsel as to the legality of the
securities being registered. Incorporated by reference to earlier
filing on September 5, 1997 SEC file No. 2-94479 Exhibit 99.10A of
N-lA Registration Statement.

10. Consent of Ernst & Young L.L.P., incorporated by reference to earlier
filing on February 25, 1999 SEC file No. 2-94479 Exhibit 10 of N-1A
Registration Statement.

11. Not applicable.

C-5

<PAGE>

12. a. Stock Subscription Agreement between Chubb America Fund, Inc. and
The Volunteer State Life Insurance Company, incorporated by reference
to earlier filing on April 11, 1990, SEC File No. 2-94479, Exhibit
13(a) of N-lA Registration Statement.

b. Stock Subscription Agreement between Chubb America Fund, Inc. and
The Volunteer State Life Insurance Company, incorporated by reference
to earlier filing on April 11, 1990, SEC File No. 2-94479, Exhibit
13(b) of N-lA Registration Statement.

c. Stock Subscription Agreement between Chubb America Fund, Inc. and
Chubb Life Insurance Company of America, incorporated by reference to
earlier filing on February 28, 1992, SEC File No. 2-94479, Exhibit
13(c) of N-lA Registration Statement.

13. Not applicable.

14. Financial Data Schedules, incorporated by reference to earlier
filing on February 25, 1999 SEC file no. 2-94479 Exhibit 27.1 of N-1A
Registration Statement.

15. Not applicable.

16. Code of Ethics of Registrant and Code of Conduct of Jefferson Pilot
Investment Advisory Corporation (formerly, Chubb Investment Advisory
Corporation).

C-6
<PAGE>

Item 24. Persons Controlled by or under Common Control with Registrant

Initially, shares of the Registrant were offered and sold only to The Volunteer
State Life Insurance Company ("Volunteer"), a stock life insurance company
organized under the laws of Tennessee. Effective July 1, 1991, Volunteer changed
its name to Chubb Life Insurance Company of America ("Chubb Life") and
re-domesticated to New Hampshire. Chubb Life changed its name to Jefferson Pilot
Financial Insurance Company ("J.P. Financial") on May 1, 1998. The purchasers of
variable life insurance contracts issued in connection with separate accounts
established by J.P. Financial or its affiliated insurance companies will have
the right to instruct J.P. Financial or its affiliated insurance companies with
respect to the voting of the Registrant's shares held by such separate accounts
on behalf of policyowners. The shares held by J.P. Financial or its affiliated
insurance companies, including shares for which no voting instructions have been
received, shares held in the separate accounts representing charges imposed by
J.P. Financial or its affiliated insurance companies against the separate
account and shares held by J.P. Financial or its affiliated insurance companies
that are not otherwise attributable to Policies, will also be voted by J.P.
Financial or its affiliated insurance companies in proportion to instructions
received from owners of Policies. J.P. Financial or its affiliated insurance
companies reserve the right to vote any or all such shares at their discretion
to the extent consistent with then current interpretations of the Investment
Company Act of 1940 and rules thereunder. Subject to such voting instruction
rights, J.P. Financial or its affiliated insurance companies will directly
control the Registrant.

Subsequently, shares of the Registrant may be offered and sold to other separate
accounts formed by J.P. Financial, its successors or assigns, and by other
insurance companies which, along with J.P. Financial, are subsidiaries of The
Jefferson-Pilot Corporation, a North Carolina corporation, or subsidiaries of
such subsidiaries. In addition, shares of the Fund may be also offered and sold
to other separate accounts of non-affiliated insurance companies. A diagram of
the subsidiaries of The Jefferson-Pilot Corporation is included in this filing.

C-7

<PAGE>

Item 25. Indemnification

Reference is made to Article VIII, Section 10 of the Registrant's Amended and
Restated Articles of Incorporation filed on September 5, 1997, as Exhibit 1.a to
the Form N-lA Registration Statement and to Article V of the Registrant's
By-Laws filed on March 2, 1998, as Exhibit 2 to the Form N-1A Registration
Statement. The Amended and Restated Articles of Incorporation provide that
neither an officer nor director of the Registrant will be liable to the
Registrant or its stockholders for monetary damages for breach of fiduciary duty
as an officer or director, except to the extent such limitation of liability is
not otherwise permitted by law. The By-Laws provide that the Registrant will
indemnify its directors and officers to the extent permitted or required by
Maryland law. A resolution of the Board of Directors specifically approving
payment or advancement of expenses to an officer is required by the By-Laws.
Indemnification may not be made if the director or officer has incurred
liability by reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of duties in the conduct of his/her office ("Disabling
Conduct"). The means of determining whether indemnification shall be made are
(1) a final decision by a court or other body before whom the proceeding is
brought that the director or officer was not liable by reason of Disabling
Conduct, or (2) in the absence of such a decision, a reasonable determination,
based on a review of the facts, that the director or officer was not

C-8

<PAGE>

liable by reason of Disabling Conduct. Such latter determination may be made
either by (a) vote of a majority of directors who are neither interested persons
(as defined in the Investment Company Act of 1940) nor parties to the proceeding
or (b) independent legal counsel in a written opinion. The advancement of legal
expenses may not occur unless the director or officer agrees to repay the
advance (if it is determined that the director or officer is not entitled to the
indemnification) and one of three other conditions is satisfied: (1) the
director or officer provides security for his/her agreement to repay, (2) the
Registrant is insured against loss by reason of lawful advances, or (3) the
directors who are not interested persons and are not parties to the proceedings,
or independent counsel in a written opinion, determine that there is reason to
believe that the director or officer will be found entitled to indemnification.

Insofar as indemnification for liability arising under the Securities Act of
1933 (the "Securities Act") may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities 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 director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, 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
Securities Act and will be governed by the final adjudication of such issue.

Item 26. Business and Other Connections of Investment Adviser

Jefferson Pilot Investment Advisory was formed in 1984 and had not been
previously engaged in any other business. The other businesses, professions,
vocations and employment of a substantial nature of its directors and officers
during the past two years are as follows:

C-9

<PAGE>

<TABLE>
<CAPTION>
Name of Director Other Business,
or Officer of Jefferson Positions with Jefferson Pilot Profession, Vocation or
Pilot Investment Employment During
Investment Advisory Advisory Past Two Years
- ------------------- -------- --------------
<S> <C> <C>
Ronald Angarella President and Director Senior Vice President,
Jefferson Pilot Financial;
Senior Vice President and
Director of Jefferson Pilot
LifeAmerica; President and
Director, Jefferson Pilot
Securities, and Hampshire
Funding, Inc.; formerly
Senior Vice President and
Director, Chubb Investment
Funds, Inc.

Shari J. Lease Secretary Vice President and Counsel,
Jefferson Pilot Financial;
formerly Secretary, Chubb
Investment Funds, Inc.
and Chubb Series Trust

Craig D. Moreshead Assistant Secretary Counsel for Jefferson Pilot
Financial, Assistant Secretary
of Jefferson Pilot Variable
Fund, Inc.
</TABLE>

C-10
<PAGE>

<TABLE>
<CAPTION>
Other Business,
Name of Director Positions with Chubb Profession, Vocation or
or Officer of Chubb Investment Employment During
Investment Advisory Advisory Past Two Years
- ------------------- -------- --------------
<S> <C> <C>
John A. Weston Treasurer Assistant Vice President,
Mutual Fund Accounting
Officer, Jefferson Pilot
Financial; Treasurer,
Jefferson Pilot
Securities Corporation,
and Hampshire Funding,
Inc.; previously Financial
Reporting Officer, Chubb
Life, Treasurer Chubb
Investment Funds Inc. and
Chubb Series Trust.

Mark D. Landry Assistant Treasurer Mutual Fund Accounting and
Operations Officer for Jefferson
Pilot Financial; formerly Mutual
Fund Accounting and Operations
Manager for the Fund, Chubb
Investment Funds, Inc., Assistant
Treasurer of Chubb Investment Funds,
Inc., and Chubb Investment Advisory.

Dennis R. Glass Director Executive Vice President, Chief Financial
Officer and Treasurer of Jefferson-Pilot
Corporation, Jefferson-Pilot Life, and
Alexander Hamilton Life; Executive Vice
President and Director of Jefferson Pilot Financial

John C. Ingram Director Senior Vice President - Securities of Jefferson-Pilot
Life, Alexander Hamilton Life, and Jefferson Pilot Financial

</TABLE>

C-l1
<PAGE>

<TABLE>
<CAPTION>
Other Business,
Name of Director Positions with Chubb Profession, Vocation or
or Officer of Chubb Investment Employment During
Investment Advisory Advisory Past Two Years
- ------------------- -------- --------------
<S> <C> <C>
Carol R. Hardiman Vice President Vice President and Director of
Jefferson Pilot Securities; Vice
President of Hampshire Funding Inc.
</TABLE>

The directors, officers, employees and partners of the Sub-Investment Managers
have rendered investment advice and management during the past two years and
have not engaged in any other business of a substantial nature.

Item 27. Principal Underwriters

Jefferson Pilot Variable Corporation also distributes JPF Separate Account A,
JPF Separate Account B, JPF Separate Account C, JPF Separate Account D,
Alexander Hamilton Variable Annuity Separate Account and Jefferson-Pilot
Separate Account A.

The names, principal business addresses, positions and offices of each director
or officer of Jefferson Pilot Variable Corporation, and their positions with the
Fund are:

<TABLE>
<CAPTION>
Name and Principal Positions and Offices Positions and Offices
Business Address with Underwriter with Registrant
- ------------------- -------- --------------
<S> <C> <C>
Ronald R. Angarella President and President and Director
One Granite Place Chairman
Concord NH 03301

David Booth Vice President, None
One Granite Place Marketing
Concord NH 03301

John A. Weston Chief Financial Officer Treasurer
Treasurer
One Granite Place
Concord NH 03301

Shari J. Lease Secretary Secretary
Secretary
One Granite Place
Concord NH 03301

Stafford Moser Assistant Vice President, None
Marketing

Kevin Haddad Compliance Officer None

Charles C. Cornelio Director None

Lisa S. Clifford Compliance Officer, None
Advertising

Carol R. Hardiman Director None

</TABLE>

Item 28. Location of Accounts and Records

The following entities prepare, maintain and preserve the records required by
Section 31(a) of the 1940 Act for the Registrant. These services are provided to
the Registrant through written agreements between the parties to the effect that
such services will be provided to the Registrant

C-12

<PAGE>

for such periods prescribed by the Rules and Regulations of the Securities and
Exchange Commission under the 1940 Act and such records will be surrendered
promptly on request:

Citibank, N.A., 111 Wall Street, New York, New York 10043; Barclays Global
Investors, 45 Fremont Street, San Francisco, CA 94105; Warburg Pincus
Counsellors, Inc., 466 Lexington Avenue, New York, New York 10017; Van Eck
Associates Corporation, 99 Park Avenue, New York, New York 10016; Jefferson
Pilot Investment Advisory, One Granite Place, Concord, New Hampshire 03301;
Lord, Abbett & Company, 767 Fifth Avenue, New York, New York 10153; Templeton,
Global Advisors, Inc., Lyford Cay, Nassau, Bahamas; Janus Capital Corporation,
100 Fillmore Street, Suite 300, Denver, Colorado 80206; Massachusetts Financial
Services Company, 500 Boylston Street, Boston, Massachusetts 02116; and
Jefferson Pilot Securities Corporation and Jefferson Pilot Variable Corporation,
One Granite Place, Concord, New Hampshire 03301.

Item 29. Management Services

Not applicable.

Item 30. Undertakings

Not applicable.

C-13

<PAGE>

Signatures

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this Amended
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Concord, and the State of New Hampshire on the
15th day of February, 2000.

By: /s/ Ronald Angarella
----------------------------------
Ronald Angarella
President

Each of the undersigned Officers and Directors of Jefferson Pilot Variable Fund,
Inc. (the "Fund") whose signatures appear below hereby makes, constitutes and
appoints Ronald Angarella and Shari Lease and each of them acting individually,
his/her true and lawful attorneys with power to act without any other and with
full power of substitution, to execute, deliver and file in each of the
undersigned Officers and Directors capacity or capacities as shown below, this
Registration Statement and any and all documents in support of this Registration
Statement or supplement thereto, and any and all amendments, including any and
all post-effective amendments to the foregoing; and said Officers and Directors
hereby grant to said attorneys, and to any one or more of them, full power and
authority to do and perform each and every act and thing whatsoever as said
attorney or attorneys may deem necessary or advisable to carry out fully the
intent of this Power of Attorney to the same extent and with the same effect as
each of said Officers and Directors might or could do personally in his/her
capacity or capacities as aforesaid, and each of said Officers and Directors
ratifies, confirms and approves all acts and things which said attorney or
attorneys might do or cause to be done by virtue of this Power of Attorney and
his/her signature as the same as may be signed by said attorney or attorneys, or
any one or more of them to this Registration Statement and any and all
amendments thereto, including any and all post-effective amendments to the
foregoing.

C-14

<PAGE>

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

<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/Ronald Angarella President, February 15, 2000
- ---------------------------- Principal
Ronald Angarella Executive
Officer, and
Director

/s/John A. Weston Treasurer, Principal February 15, 2000
- ---------------------------- Financial Officer, and
John A. Weston, Principal Accounting
Officer

* Director February 15, 2000
- ----------------------------
Michael D. Coughlin

* Director February 15, 2000
- ----------------------------
Elizabeth S. Hager

* Director February 15, 2000
- ----------------------------
Thomas D. Rath

*/s/ Ronald Angarella
- ---------------------------
Ronald Angarella
Attorney In Fact
</TABLE>

C-15

<PAGE>

Exhibit Index

<TABLE>
<CAPTION>
Exhibit
Number Description
<S> <C>
.01>

4.d. Investment Subadvisory Agreement (Small Company Portfolio)
4.e Investment Subadvisory Agreement (Growth and Income Portfolio)
4.g. Investment Subadvisory Agreement (Balanced Portfolio)
16. Code of Ethics
</TABLE>

<PAGE>

INVESTMENT SUBADVISORY AGREEMENT

SMALL COMPANY PORTFOLIO

THIS AGREEMENT, made this 1ST day of MAY, 1999, is between JEFFERSON PILOT
INVESTMENT ADVISORY CORPORATION, a Tennessee corporation with offices at One
Granite Place, Concord, New Hampshire, 03301 (the "Investment Manager") and Lord
Abbett & Company, (the "Subadviser") a New York corporation with offices at The
General Motors Building, 767 Fifth Avenue, New York, NY 10153-0203.

WITNESSETH:

WHEREAS, Jefferson Pilot Variable Fund, Inc. (the "Fund") is engaged in
business as a diversified open-end management investment company and is
registered as such under the Investment Company Act of 1940 (the "Investment
Company Act");

WHEREAS, the Fund issues separate classes or series of stock, each of
which represents a separate portfolio of investments;

WHEREAS, the Fund's shareholders are and will be separate accounts
maintained by insurance companies for variable life insurance policies under
which income, gains, losses, whether or not realized, from assets allocated to
such accounts are, in accordance with the Policies, credited to or charged
against such accounts without regard to other income, gains, or losses of such
insurance companies;

WHEREAS, the Fund has employed the Investment Manager to act as investment
manager of the Portfolio, as set forth in an Investment Management Agreement
between the Fund and the Investment Manager dated August 28, 1997, (the
"Investment Management Agreement") pursuant to which it was agreed that the
Investment Manager may contract with the Subadviser, or other parties for
certain investment management services;

WHEREAS, the Subadviser is engaged in the business of rendering investment
advisory services and is registered as an investment adviser under the
Investment Advisers Act of 1940 (the "Advisers Act");

WHEREAS, the Investment Manager desires to retain the Subadviser to render
investment management services to the Fund's Small Company Portfolio (the
"Portfolio") in the manner and on the terms hereinafter set forth;

Page 1

<PAGE>

NOW, THEREFORE, in consideration of the premises and the convenants
hereinafter contained the Investment Manager and the Subadviser hereby agree as
follows:

1. Appointment of the Subadviser. The Investment Manager hereby
appoints the Subadviser to act as an investment subadviser for the Portfolio and
to manage the investment and reinvestment of the assets of the Portfolio,
subject to the supervision of the Directors of the Fund and the terms and
conditions of this Agreement. The Subadviser will be an independent contractor
and will have no authority to act for or represent the Fund or Investment
Manager in any way or otherwise be deemed an agent of the Fund or Investment
Manager except as expressly authorized in this Agreement or another writing by
the Fund, Investment Manager and the Subadviser. Notwithstanding the foregoing,
the Subadviser may execute account documentation, agreements, contracts and
other documents as the Subadviser may be requested by brokers, dealers,
counterparts and other persons in connection with the Subadviser's management of
the assets of the Portfolio, provided that the Subadviser receives the express
agreement and consent of the Manager and/or the Fund's Board of Directors to
execute such documentation, agreements, contracts and other documents. In such
respect, and only for this limited purpose, the Subadviser shall act as the
Investment Manager's and/or the Fund's agent and attorney-in-fact.

2. Duties of the Subadviser. The Subadviser hereby agrees, subject to
the supervision of the Investment Manager and the Board of Directors of the
Fund, (1) to act as the Subadviser of the Portfolio, (2) to manage the
investment and reinvestment of the assets of the Portfolio for the period and on
the terms and conditions set forth in this Agreement, and (3) during the term
hereof, to render the services and to assume the obligations herein set forth in
return for the compensation provided for herein and to bear all expenses of its
performance of such services and obligations.

3. Services to be Rendered by the Subadviser to the Fund

A. The Subadviser will manage the investment and reinvestment
of the assets of the Portfolio and determine the composition of the assets of
the Portfolio, subject always to the general direction and control of the
Directors of the Fund and the Investment Manager and in accordance with the
provisions of the Fund's registration statement, as amended from time to time.
In fulfilling its obligations to manage the investment and reinvestment of the
assets of the Portfolio, the Subadviser will:

(i) obtain and evaluate pertinent, statistical, financial,
and other information relating to individual companies or industries, the
securities

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<PAGE>

of which are included in the Portfolio or are under consideration for inclusion
in the Portfolio;

(ii) formulate and implement a continuous investment program
for the Portfolio (a) consistent with the investment objectives, policies, and
restrictions of the Portfolio as stated in the Fund's Agreement and Articles of
Incorporation, Bylaws, and such Portfolio's currently effective Prospectus and
Statement of Additional Information ("SAI") as amended from time to time, and
(b) in compliance with the requirements applicable to both regulated investment
companies and segregated asset accounts under Subchapters M and L of the
Internal Revenue Code of 1986, as amended ("IRC"), and requirements applicable
to registered investment companies under applicable laws;

(iii) take whatever steps are necessary to implement the
investment program for the Portfolio by the purchase and sale of securities and
other investments authorized under the Fund's Agreement and Articles of
Incorporation, Bylaws, and such Portfolio's currently effective Prospectus and
SAI, including the placing of orders for such purchases and sales;

(iv) regularly report to the Directors of the Fund and the
Investment Manager with respect to the implementation of the investment program
and, in addition, provide such statistical information and special reports
concerning the Portfolio and/or important developments materially affecting the
investments held, or contemplated to be purchased, by the Portfolio, as may
reasonably be requested by the Investment Manager or the Directors of the Fund,
including attendance at Board of Directors Meetings, as reasonably requested, to
present such information and reports to the Board, provided that Subadviser
shall not be responsible for fund accounting.

(v) will assist in suggesting methods for determining fair
value of certain portfolio securities when market quotations are not readily
available for the purpose of calculating the Portfolio's net asset value in
accordance with procedures and methods established by the Directors of the Fund;

(vi) establish appropriate interfaces with the Fund's
Investment Manager in order to provide such Investment Manager with all
necessary information requested by the Investment Manager and required to be
provided by Subadviser hereunder.

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<PAGE>

B. To facilitate the Subadviser's fulfillment of its obligations
under this Agreement, the Investment Manager will undertake the following:

(i) the Investment Manager agrees to provide the Subadviser
with all amendments or supplements to the Registration Statement, the Fund's
Agreement and Articles of Incorporation, and Bylaws prior to filing with
Securities and Exchange Commission.

(ii) the Investment Manager agrees, on an ongoing basis, to
notify the Subadviser expressly in writing of each change in the fundamental and
nonfundamental investment policies of the Portfolio two business days prior to
the effective date of such changes.

(iii) The Investment Manager agrees to provide or cause to be
provided to the Subadviser such assistance as may be reasonably requested by the
Subadviser in connection with its activities pertaining to the Portfolio under
this Agreement, including, without limitation, information concerning the
Portfolio, its available funds, or funds that may reasonably become available
for investment, and information as to the general condition of the Portfolio's
affairs and information to enable Subadviser to monitor the 90% source tax of
Subchapter M of the IRC;

(iv) the Investment Manager agrees to provide or cause to be
provided to the Subadviser on an ongoing basis, such information as is
reasonably requested by the Subadviser for performance by the Subadviser of its
obligations under this Agreement, and the Subadviser shall not be in breach of
any term of this Agreement or be deemed to have acted negligently if the Manager
fails to provide or cause to be provided such requested information and the
Subadviser relies on the information most recently furnished to the Subadviser;
and

(v) the Investment Manager will promptly provide the
Subadviser with any guidelines and procedures applicable to the Subadviser or
the Portfolio adopted from time to time by the Board of Directors of the Fund
and agrees to promptly provide the Subadviser copies of all amendments thereto.

C. The Fund and the Investment Manager shall not, without the
prior written consent of Subadviser, make representations in any disclosure
document, advertisement, sales literature or other promotional material
regarding the Subadviser or its affiliates. The Investment Manager shall hold
harmless and indemnify the Subadviser against any loss, liability, cost, damage
or expense (including reasonable attorneys fees and costs) arising out of any
use of any disclosure documents, advertisement, sales literature or other
promotional material without prior written consent by the Subadviser.

Page 4

<PAGE>

D. The Subadviser, at its expense, will furnish all necessary
investment and management facilities and investment personnel, including
salaries, expenses and fees of any personnel required for it to faithfully
perform its duties under this Agreement. The Fund or Investment Manager assumes
and shall pay all expenses incidental to their respective organization,
operation and business not specifically assumed or agreed to be paid by the
Subadviser pursuant hereto, including, but not limited to, investment adviser
fees; any compensation, fees, or reimbursements which the Fund pays to its
Directors; compensation of the Fund's custodian, transfer agent, registrar and
dividend disbursing agent; legal, accounting, audit and printing expenses;
administrative, clerical, record-keeping and bookkeeping expenses; brokerage
commissions and all other expenses in connection with execution of portfolio
transactions (including any appropriate commissions paid to the Subadviser or
its affiliates for effecting exchange listed, over-the-counter or other
securities transactions); interest, all federal, state and local taxes
(including stamp, excise, income and franchise taxes) costs of stock
certificates and expenses of delivering such certificates to the purchaser
thereof; expenses of shareholders' meetings and of preparing, printing and
distributing proxy statements, notices, and reports to shareholders; regulatory
authorities; all expenses incurred in complying with all federal and state laws
and the laws of any foreign country applicable to the issue, offer, or sale of
shares for the Fund, including, but not limited to all costs involved in the
registration or qualification of shares of the Fund for sale in any
jurisdiction, the costs of portfolio pricing services and systems for compliance
with blue sky laws, and all costs involved in preparing, printing and mailing
prospectuses and statements of additional information of the Fund; and all fees,
dues and other expenses incurred by the Fund in connection with the membership
in any trade association or other investment company organization.

E. The Subadviser will select brokers and dealers to effect all
portfolio transactions subject to the conditions set forth herein. The
Subadviser will place all necessary orders with brokers, dealers, or issuers,
and will negotiate brokerage commissions if applicable. The Subadviser is
directed at all times to seek to execute brokerage transactions for the
Portfolio in accordance with such policies or practices as may be established by
the Board of Directors and described in the Fund's currently effective
Prospectus and SAI, as amended from time to time. In placing orders for the
purchase or sale of investments for the Portfolio, in the name of the Portfolio
or its nominees, the Subadviser shall use its best efforts to obtain for the
Portfolio the most favorable price and best execution available, considering all
of the circumstances, and shall maintain records adequate to demonstrate
compliance with this requirement.

Page 5

<PAGE>

Subject to the appropriate policies and procedures approved by the Board
of Directors, the Subadviser may, to the extent authorized by Section 28(e) of
the Securities and Exchange Act of 1934, cause the Portfolio to pay a broker or
dealer that provides brokerage or research services to the Manager, the
Subadviser, or the Portfolio an amount of commissions for effecting a portfolio
transaction in excess of the amount of commission another broker or dealer would
have charged for effecting that transaction if the Subadviser determines, in
good faith, that such amount of commission is reasonable in relationship to the
value of such brokerage or research services provided viewed in terms of that
particular transaction or the Subadviser's overall responsibilities to the
Portfolio or its other advisory clients. To the extent authorized by said
Section 28(e) and the Fund's Board of Directors, the Subadviser shall not be
deemed to have acted unlawfully or to have breached any duty created by this
Agreement or otherwise solely by reason of such action. In addition, subject to
seeking the most favorable price and best execution available, the Subadviser
may also consider sales of shares of the Fund as a factor in the selection of
brokers and dealers.

F. On occasions when the Subadviser deems the purchase or sale of a
security to be in the best interest of the Portfolio as well as other clients of
the Subadviser, the Subadviser to the extent permitted by applicable laws and
regulations, may, but shall be under no obligation to, aggregate the securities
to be purchased or sold to attempt to obtain a more favorable price or lower
brokerage commissions and efficient execution. In such event, allocation of the
securities so purchased or sold, as well as the expenses incurred in the
transaction, will be made by the Subadviser in the manner the Subadviser
considers to be the most equitable and consistent with its fiduciary obligations
to the Portfolio and to its other clients.

The Subadviser may perform its Services through any employee, partner,
officer or agent of Subadviser and the Investment Manager and the Fund shall not
be entitled to the advice, recommendation or judgment of any specific person.
Sub-Investment Manager makes no representation or warranty, express or implied,
that any level of performance or investment results will be achieved by the
Small Company Portfolio or that such Portfolio will perform comparably with any
standard or index, including other clients of Subadviser, whether public or
private.

G. The Subadviser will maintain all accounts, books and records with
respect to the Portfolio as are required of an investment adviser of a
registered investment company pursuant to the Investment Company Act and
Advisers Act and the rules thereunder.

4. Compensation of the Subadviser. The Investment Manager will pay the
Subadviser, with respect to the Portfolio, the compensation specified in

Page 6

<PAGE>

Appendix A to this Agreement. Payments shall be made to the Subadviser on the
first day of each month; however, this advisory fee will be calculated on the
daily average value of the Portfolio's assets and accrued on a daily basis.

5. Non-Exclusivity. The Investment Manager agrees that the services of
the Subadviser are not to be deemed exclusive and the Subadviser is free to act
as investment manager to various investment companies and as fiduciary for other
managed accounts. The Subadviser shall, for all purposes herein, be deemed to be
an independent contractor and shall, unless otherwise provided or authorized,
have no authority to act for or represent the Fund or the Investment Manager in
any way or otherwise be deemed an agent of the Fund or Investment Manager other
than in furtherance of its duties and responsibilities as set forth in this
Subadvisory Agreement.

6. Books and Records. The Subadviser agrees that all books and records
which it maintains for the fund are the Fund's property, and, in the event of
termination of this Agreement for any reason, the Subadviser agrees promptly to
return to the Fund, free from any claim or retention of rights by the
Subadviser, all records relating to the Portfolio. The Subadviser also agrees
upon request of the Investment Manager or the Fund, promptly to surrender the
books and records to either party or make the books and records available for
inspection by representatives of regulatory authorities. In connection with its
duties hereunder, the Subadviser further agrees to maintain, prepare and
preserve books and records in accordance with the Investment Company Act and
rules thereunder, including but not limited to, Rule 31a-1 and 31a-2.

The Subadviser will use records or information obtained under this
Agreement only for the purposes contemplated hereby, and will not disclose such
records or information in any manner other than expressly authorized by the
Fund, or if disclosure is expressly required by applicable federal or state
regulatory authorities or by this Agreement. The Subadviser will furnish any
informational reports requested by any state insurance commissioner.

7. Liability. Except as may otherwise be provided by the Investment
Company Act, neither the Subadviser nor its officers, directors, employees or
agents shall be subject to any liability to the Investment Manager, the Fund or
any shareholder of the Fund for any error of judgment, mistake of law or any
loss arising out of any investment or other act or omission in the course of,
connected with or arising out of any service to be rendered hereunder, except by
reason of willful misfeasance, bad faith or gross negligence in the performance
of its duties or by reason of reckless disregard of its obligations and duties
under this Agreement. The Investment Manager shall hold harmless and indemnify
the Subadviser for any loss, liability, cost, damage or expense (including
reasonable attorneys fees and costs) arising from any claim or demand by the
Fund or any

Page 7

<PAGE>

past or present shareholder of the fund that is not arising from Subadvisers
willful misfeasance, bad faith or gross negligence.

8. Reliance on Documents. The Board of Directors of the Fund or its
officers or agent will provide timely information to the Subadviser regarding
such matters as purchases and redemptions of shares in the Portfolio, the cash
requirements, and cash available for investment in the Portfolio, and all other
information as may be reasonably necessary or appropriate in order for the
Subadviser to perform its responsibilities hereunder. The Subadviser has
provided the Investment Manager with a copy of its current form ADV.

Neither the Fund or the Investment Manager, nor their respective designees
or agents, shall use any material describing or identifying the Subadviser or
its affiliates without the prior consent of the Subadviser. Any material
utilized by the Fund, the Investment Manager or their respective designees or
agents which contain information as to the Subadviser and/or its affiliates
shall be submitted to the Subadviser for approval prior to use, not less than
five (5) business days before such approval is requested.

The Investment Manager has herewith furnished the Subadviser copies of the
Fund's Prospectus, Statement of Additional Information, Articles of
Incorporation and By-Laws as currently in effect and agrees during the
continuance of the Agreement to furnish the Subadviser copies of any amendments
or supplements thereto before or at the time the amendments or supplements
become effective. The Subadviser will be entitled to rely on all such documents
furnished to it by the Investment Manager of the Fund.

9. Duration and Termination of the Agreement. This Subadvisory
Agreement shall become effective as of the date first written above and remain
in force until May 1, 2001. Thereafter, it shall continue in effect from year to
year, but only so long as such continuance is specifically approved at least
annually by (a) the Board of Directors of the Fund, or by the vote of a majority
of the outstanding voting securities of the Portfolio, and (b) a majority of
those directors who are not parties to this Subadvisory Agreement, not
interested persons of any party to this Subadvisory Agreement, cast in person at
a meeting called for the purpose of voting on such approval. This Agreement may
be terminated, without the payment of any penalty, by the Board of Directors of
the Fund, by a vote of a majority of the outstanding shares of the Portfolio, or
by the Investment Manager on sixty days' written notice to the Subadviser, or by
the Subadviser on sixty days' written notice to the Fund or the Investment
Manager. Termination by the Board of Directors or by the Investment Manager
shall be subject to shareholder approval to the extent legally required. This
Agreement shall automatically terminate in the event of its assignment or in the
event of termination of the Investment Management Agreement.

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<PAGE>

10. Amendments of the Agreement. Except to the extent permitted by the
Investment Company Act or the rules or regulations thereunder or pursuant to any
exemptive relief granted by the Securities and Exchange Commission ("SEC"), this
Agreement may be amended by the parties only if such amendment, if material, is
specifically approved by the vote of a majority of the outstanding voting
securities of the Portfolio (unless such approval is not required by Section 15
of the Investment Company Act as interpreted by the SEC or its staff) and by the
vote of a majority of the Independent Directors cast in person at a meeting
called for the purpose of voting on such approval. The required shareholder
approval shall be effective with respect to the Portfolio if a majority of the
outstanding voting securities of the Portfolio vote to approve the amendment,
notwithstanding that amendment may not have been approved by a majority of the
outstanding voting securities of any other portfolio affected by the amendment
or all the portfolios of the Fund.

11. Definitions. The terms "assignment", "interested person", and
"majority of the outstanding voting securities", when used in this Agreement,
shall have the respective meaning specified under the Investment Company Act and
the rules thereunder.

12. Notices. Any notice that is required to be given by the parties to
each other under the terms of this Agreement shall be given in writing,
delivered, or mailed postpaid to the other party, or transmitted by facsimile
with acknowledgment of receipt, to the parties at the following addresses or
facsimile numbers, which may from time to time be changed by the parties by
notice to the other party:

(a) If to the Subadviser:

Lord Abbett & Company
The General Motors Building
767 Fifth Avenue
New York, NY 10153-0203
Attn: Legal Department

(b) If to the Investment Manager:

Jefferson Pilot Investment Advisory Corporation
One Granite Place
Concord, NH 03301
Attn: Ronald Angarella
Facsimile (603) 224-1691

13. Governing Law. The provisions of this Agreement shall be construed
and interpreted in accordance with the laws of the State of New

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<PAGE>

Hampshire as at the time in effect and the applicable provisions of the
Investment Company Act or other federal laws and regulations which may be
applicable. To the extent that the applicable law of the State of New Hampshire
or any of the provisions herein, conflict with the applicable provisions of the
Investment Company Act or other federal laws and regulations which may be
applicable, the latter shall control.

14. Use of Subadviser's Name. Neither the Fund nor the Investment
Manager or any affiliate or agent thereof shall make reference to or use the
name, and any derivative thereof or logo associated with that name, of the
Subadviser or any of its affiliates in any advertising or promotional materials
without the prior approval of the Subadviser, which approval shall not be
unreasonably withheld or delayed. Upon termination of this Agreement, the
Investment Manager and the Fund shall forthwith cease to use such name (or
derivative or logo) as soon as reasonably practicable.

15. Entire Agreement. This Agreement contains the entire understanding
and agreement of the parties with respect to the Portfolio.

16. Headings. The headings in the sections of this Agreement are
inserted for convenience of reference only and shall not constitute a part
hereof.

17. Severability. Should any portion of this Agreement for any reason be
held to be void in law or in equity, the Agreement shall be construed, insofar
as is possible, as if such portion had never been contained herein.

JEFFERSON PILOT INVESTMENT ADVISORY
CORPORATION

ATTEST: /s/ Craig Moreshead BY: /s/ Ronald R. Angarella
---------------------------- ------------------------------
Craig Moreshead Ronald R. Angarella

TITLE: Assistant Secretary TITLE: President
---------------------------- ---------------------------

LORD ABBETT & COMPANY

ATTEST: /s/ Julia E. Moran BY: /s/ Paul A. Hilstad
---------------------------- ------------------------------
Julia E. Moran Paul A. Hilstad

TITLE: Assistant General Counsel TITLE: Partner & General Counsel
---------------------------- ------------------------------

Page 10

<PAGE>

INVESTMENT SUBADVISORY AGREEMENT
GROWTH AND INCOME PORTFOLIO

THIS AGREEMENT, made as of this 6th day of July, 1999 is between JEFFERSON
PILOT INVESTMENT ADVISORY CORPORATION, a Tennessee corporation with offices at
One Granite Place, Concord, New Hampshire, 03301 (the "Investment Manager") and
Credit Suisse Asset Management, LLC, ("Subadviser") a Delaware limited liability
company with offices at 466 Lexington Avenue, New York, New York 10017.

WITNESSETH:

WHEREAS, the Fund issues separate classes or series of stock, each of
which represents a separate portfolio of investments;

WHEREAS, the Fund's shareholders are and will be separate accounts
maintained by insurance companies for variable life insurance policies and
variable annuity contracts under which income, gains, losses, whether or not
realized, from assets allocated to such accounts are, in accordance with the
Policies and Contracts, credited to or charged against such accounts without
regard to other income, gains, or losses of such insurance companies;

WHEREAS, the Subadviser is engaged in the business of rendering investment
advisory services and is registered as an investment adviser under the
Investment Advisers Act of 1940 (the "Advisers Act");

WHEREAS, the Investment Manager desires to retain the Subadviser to render
investment management services to the Fund's Growth and Income Portfolio (the
"Portfolio") in the manner and on the terms hereinafter set forth;

NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained the Investment Manager and the Subadviser hereby agree as
follows:

<PAGE>

1. Appointment of the Subadviser. The Investment Manager hereby
appoints the Subadviser to act as an investment subadviser for the Portfolio and
to manage the investment and reinvestment of the assets of the Portfolio,
subject to the supervision of the Directors of the Fund and the terms and
conditions of this Agreement. The Subadviser will be an independent contractor
and will have no authority to act for or represent the Fund or Investment
Manager in any way or otherwise be deemed an agent of the Fund or Investment
Manager except as expressly authorized in this Agreement or another writing by
the Fund, Investment Manager and the Subadviser. Notwithstanding the foregoing,
the Subadviser may execute account documentation, agreements, contracts and
other documents as the Subadviser may be requested by brokers, dealers,
counterparts and other persons in connection with the Subadviser' s management
of the assets of the Portfolio, provided that the Subadviser receives the
express agreement and consent of the Investment Manager and/or the Fund's Board
of Directors to execute such documentation, agreements, contracts and other
documents. In such respect, and only for this limited purpose, the Subadviser
shall act as the Investment Manager and/or the Fund's agent and
attorney-in-fact.

2. DUTIES OF THE SUBADVISER. The Subadviser hereby agrees, subject to
the supervision of the Investment Manager and the Board of Directors of the
Fund, (1) to act as the Subadviser of the Portfolio, (2) to manage the
investment and reinvestment of the assets of the Portfolio for the period and on
the terms and conditions set forth in this Agreement, and (3) during the term
hereof, to render the services and to assume the obligations herein set forth in
return for the compensation provided for herein and to bear all expenses of its
performance of such services and obligations.

3. SERVICES TO BE RENDERED BY THE SUBADVISER TO THE FUND

A. The Subadviser will manage the investment and reinvestment of
the assets of the Portfolio and determine the composition of the assets of the
Portfolio, subject always to the direction and control of the Directors of the
Fund and the Investment Manager and in accordance with the provisions of the
Fund's registration statement, as amended from time to time. In fulfilling its
obligations to manage the investment and reinvestment of the assets of the
Portfolio, the Subadviser will:

(i) obtain and evaluate pertinent economic, statistical,
financial, and other information affecting the economy generally and individual
companies or industries, the securities of which are included in the Portfolio
or are under consideration for inclusion in the Portfolio;

2
<PAGE>

Subchapters M and L of the Internal Revenue Code of 1986, as amended, and
requirements applicable to registered investment companies under applicable
laws;

(v) assist in the determination of the fair value of certain
portfolio securities when market quotations are not readily available for the
purpose of calculating the Portfolio's net asset value in accordance with
procedures and methods established by the Directors of the Fund;

(vi) establish appropriate interfaces with the Fund's
Investment Manager in order to provide such Investment Manager with all
necessary information requested by the Manager.

B. To facilitate the Subadviser's fulfillment of its obligations
under this Agreement, the Investment Manager will undertake the following:

(i) the Investment Manager agrees promptly to provide the
Subadviser with all amendments or supplements to the Registration Statement, the
Fund's Agreement and Articles of Incorporation, and Bylaws;

(ii) the Investment Manager agrees, on an ongoing basis, to
notify the Subadviser expressly in writing of each change in the fundamental and
nonfundamental investment policies of the Portfolio;

(iii) the Investment Manager agrees to provide or cause to be
provided to the Subadviser with such assistance as may be reasonably requested
by the Subadviser in connection with its activities pertaining to the Portfolio
under this Agreement, including, without limitation, information concerning the
Portfolio, its available funds, or funds that may reasonably become available
for investment, and information as to the general condition of the Portfolio's
affairs;

3
<PAGE>

(iv) the Investment Manager agrees to provide or cause to be
provided to the Subadviser on an ongoing basis, such information as is
reasonably requested by the Subadviser for performance by the Subadviser of its
obligations under this Agreement, and the Subadviser shall not be in breach of
any term of this Agreement or be deemed to have acted negligently if the
Investment Manager fails to provide or cause to be provided such requested
information and the Subadviser relies on the information most recently furnished
to the Subadviser; and

C. The Subadviser, at its expense, will furnish: (i) all necessary
investment and management facilities and investment personnel, including
salaries, expenses and fees of any personnel required for it to faithfully
perform its duties under this Agreement; and (ii) administrative facilities,
including bookkeeping, clerical personnel and equipment necessary for the
efficient conduct of the investment affairs of the Portfolio (excluding that
necessary for the determination of net asset value and shareholder accounting
services). The Subadviser shall not be obligated to pay any expenses of or for
the Portfolio not expressly assumed by the Subadviser pursuant to this
Section 3.

D. The Subadviser will select brokers and dealers to effect all
portfolio transactions subject to the conditions set forth herein. The
Subadviser will place all necessary orders with brokers, dealers, or issuers,
and will negotiate brokerage commissions if applicable. The Subadviser is
directed at all times to seek to execute brokerage transactions for the
Portfolio in accordance with such policies or practices as may be established by
the Board of Directors and described in the Fund's currently effective
Prospectus and SAI, as amended from time to time. In placing orders for the
purchase or sale of investments for the Portfolio, in the name of the Portfolio
or its nominees, the Subadviser shall use its best efforts to obtain for the
Portfolio the most favorable price and best execution available, considering all
of the circumstances, and shall maintain records adequate to demonstrate
compliance with this requirement.

Subject to the appropriate policies and procedures approved by the Board
of Directors, the Subadviser may, to the extent authorized by Section 28(e) of
the Securities and Exchange Act of 1934, cause the Portfolio to pay a broker or
dealer that provides brokerage or research services to the Investment Manager,
the Subadviser, or the Portfolio an amount of commissions for effecting a
portfolio transaction in excess of the amount of commission another broker or
dealer would have charged for effecting that transaction if the Subadviser
determines, in good faith, that such amount of commission is reasonable in
relationship to the value of such brokerage or research services provided viewed
in terms of that particular transaction or the Subadviser' s overall
responsibilities to the Portfolio or its other advisory clients. To the extent
authorized by said Section 28(e) and the Fund's Board of Directors, the
Subadviser shall not be deemed to have acted unlawfully or to have breached any
duty created by this Agreement or otherwise solely by reason of such action. In
addition, subject to seeking the most favorable price and best execution
available, the Subadviser may also consider sales of shares of the Fund as a
factor in the selection of brokers and dealers.

4
<PAGE>

E. On occasions when the Subadviser deems the purchase or sale of a
security to be in the best interest of the Portfolio as well as other clients of
the Subadviser, the Subadviser to the extent permitted by applicable laws and
regulations, may, but shall be under no obligation to, aggregate the securities
to be purchased or sold to attempt to obtain a more favorable price or lower
brokerage commissions and efficient execution. In such event, allocation of the
securities so purchased or sold, as well as the expenses incurred in the
transaction, will be made by the Subadviser in accordance with applicable
guidelines approved by the Board of Directors and forwarded to the Subadviser,
or, absent any applicable guidelines in the manner the Subadviser considers to
be the most equitable and consistent with its fiduciary obligations to the
Portfolio and to its other clients over time. It is recognized that in some
cases this practice may adversely affect the price paid or received by the
Portfolio or the size of the position obtainable for, or disposed of by, the
Portfolio.

F. The Subadviser will maintain all accounts, books and records with
respect to the Portfolio as are required of an investment adviser of a
registered investment company pursuant to the Investment Company Act and
Advisers Act and the rules thereunder.

4. COMPENSATION OF THE SUBADVISER. The Investment Manager will pay the
Subadviser, with respect to the Portfolio, the compensation specified in
Appendix A to this Agreement. Payments shall be made to the Subadviser by the
fifth business day of each month; however, this advisory fee will be calculated
on the daily average value of the Portfolio's assets and accrued on a daily
basis. Solely for the purpose of determining the promptness of payments,
payments shall be considered made upon mailing or wiring pursuant to wiring
instructions provided by the Subadviser.

5. NON-EXCLUSIVITY. The Investment Manager agrees that the services of
the Subadviser are not to be deemed exclusive and the Subadviser is free to act
as investment manager to various investment companies and as fiduciary for other
managed accounts. The Subadviser shall, for all purposes herein, be deemed to be
an independent contractor and shall, unless otherwise provided or authorized,
have no authority to act for or represent the Fund or the Investment Manager in
any way or otherwise be deemed an agent of the Fund or Investment Manager other
than in furtherance of its duties and responsibilities as set forth in this
Subadvisory Agreement.

6. BOOKS AND RECORDS. The Subadviser agrees that all books and records
which it maintains for the Fund are the Fund's property, and, in the event of
termination of this Agreement for any reason, the Subadviser agrees promptly to
return to the Fund, free from any claim or retention of rights by the
Subadviser, all records relating to the Portfolio. The Subadviser also agrees
upon request of the Investment Manager or the Fund, promptly to surrender the
books and records to either party or make the book and records available for
inspection by representatives of regulatory authorities. In connection with its
duties hereunder, the Subadviser further agrees to maintain, prepare and
preserve books and records in accordance with the Investment Company Act and
rules thereunder, including but not limited to, Rule 3la-1 and 31a-2.

5
<PAGE>

7. REPRESENTATIONS AND WARRANTIES BY THE INVESTMENT MANAGER AND THE
SUBADVISER. The Investment Manager and the Subadviser each hereby represents and
warrants to the other that:

A. it is registered as an investment adviser under the
Advisers Act;

B. it is a corporation or other entity duly organized and validly
existing under the laws of its state of incorporation or organization with the
power to own and possess its assets and carry on its business as it is now being
conducted;

C. the execution, delivery and performance of this Agreement by
such party are within such party's powers and have been duly authorized by all
necessary action and no action by or in respect of, or filing with, any
governmental body, agency or official is required on the part of such party for
the execution, delivery and performance of this Agreement by such party and such
execution, delivery and performance by such party do not contravene or
constitute a default under (i) any provision of applicable law, rule or
regulation, (ii) such party's governing instruments and (iii) any material
agreement, judgment, injunction, order, decree or other instrument binding upon
such party; and

D. the Form ADV of such party previously provided to the other
party is a true and complete copy of the form filed with the
Securities and Exchange Commissions (the "SEC") and the
information contained therein is accurate and complete in all
material respects. The Investment Manager acknowledges that it
received a copy of the Subadviser's Form ADV more than 48
hours prior to the execution of this Agreement.

The Investment Manager or Subadviser shall promptly notify the other in writing
upon becoming aware that any of the foregoing representations and warranties
made by such party are no longer true.

8. REPRESENTATIONS AND WARRANTIES ON BEHALF OF THE FUND AND THE
PORTFOLIO. The Investment Manager hereby represents and warrants, on behalf of
the Fund and the Portfolio, that:

A. the Fund is registered as an investment company under the Investment
Company Act and the Portfolio's shares are registered under the Securities Act
of 1933, as amended (the "Securities Act");

B. the Fund, on behalf of the Portfolio, has filed a notice of
exemption pursuant to Rule 4.5 under the Commodity Exchange Act with the
Commodity Futures Trading Commission and the National Futures Association.

6
<PAGE>

The Investment Manager, on behalf of the Fund and Portfolio, shall promptly
notify the Subadviser in writing upon becoming aware that any of the foregoing
representations and warranties made by such party are no longer true.

10. LIABILITY. Neither the Subadviser nor any of its affiliates,
directors, officers, or employees shall be liable to the Investment Manager, the
Fund or any shareholder thereof or any service provider to any Portfolio of the
Fund for any loss suffered by the Investment Manager, the Fund or any
shareholder thereof or any service provider to any portfolio resulting from its
acts or omissions as Subadviser to the Portfolio, except for losses resulting
from willful misconduct, bad faith or gross negligence in the performance of, or
from reckless disregard of, the duties of the Subadviser or any of its
affiliates, directors, officers or employees. The Subadviser, its affiliates,
directors, officers or employees shall not be liable to the Investment Manager
or the Fund for any loss suffered as a consequence of any action or inaction of
other service providers to the Fund, provided such action or inaction of such
other service providers to any Portfolio of the Fund is not a result of the
willful misconduct, bad faith or gross negligence in the performance of, or from
reckless disregard of, the duties of the Subadviser under this Agreement.

11. INDEMNIFICATIONS.

A. The Investment Manager shall indemnify the Subadviser and its
affiliates, officers, directors, employees, agents, legal representatives and
persons controlled by it (which shall not include the Fund or any portfolio
thereof) (collectively, "Subadviser Related Persons") to the fullest extent
permitted by law against any and all loss, damage, judgments, fines, amounts
paid in settlement and reasonable expenses, including attorneys' fees
(collectively "Losses"), incurred by the Subadviser or Subadviser Related
Persons arising from or in connection with this Agreement or the performance by
the Subadviser or Subadviser Related Persons of its or their duties hereunder so
long as such Losses arise out of the Investment Manager's gross negligence,
willful misconduct or bad faith, in performing its responsibilities hereunder or
under its agreements with the Fund or the gross negligence, willful misconduct
or bad faith of any service provided to any portfolio of the Fund, including
without limitation, such Losses arising under any applicable law or that may be
based upon any untrue statement of a material fact contained in the Fund's
registration statement, or any amendment thereof or any supplement thereto, or
the omission to state therein a material fact known or which should have been
known and was required to be stated therein or necessary to make the statement
therein not misleading, unless such statement or omission was made in reliance
upon written information furnished to the Investment Manager or the Fund by the
Subadviser or any Subadviser Related Person specifically for inclusion in the
registration statement or any amendment or supplement thereto, except to the
extent any such Losses referred to in this paragraph A (i.e., paragraph A.)
result from willful misfeasance, bad faith, gross negligence or reckless
disregard on the part of the Subadviser or a Subadviser Related Person in the
performance of any of its duties under, or in connection with, this Agreement.

7
<PAGE>

B. The Subadviser shall indemnify the Investment Manager and its
controlling persons, officers, directors, employees, agents, legal
representatives and persons controlled by it (which shall not include the Fund
or any Portfolio) (collectively, "Investment Manager Related Persons") to the
fullest extent permitted by law against any and all Losses incurred by the
Investment Manager or Investment Manager Related Persons arising from or in
connection with this Agreement or the performance by the Investment Manager or
Investment Manager Related Persons of its or their duties hereunder so long as
such Losses arise out of the Subadviser's gross negligence, willfull misconduct
or bad faith in performing its responsibilities hereunder, including, without
limitation, such Losses arising under any applicable law or that may be based
upon any untrue statement of a material fact contained in the Fund's
registration statement, or any amendment thereof or any supplement thereto or
the omission to state therein a material fact known or which should have been
known and was required to be stated therein or necessary to make the statement
therein not misleading, provided that such statement or omission was made in
reliance upon written information furnished by the Subadviser or Subadviser
Related Person to the Investment Manager or the Fund, except to the extent any
such Losses referred to in this paragraph B (i.e., paragraph B.) result from
willful misfeasance, bad faith, gross negligence or reckless disregard on the
part of the Investment Manager or a Investment Manager Related Person in the
performance of any of its duties under, or in connection with, this Agreement.

C. The indemnifications provided in this Section shall survive the
termination of this Agreement.

12. RELIANCE ON DOCUMENTS. The Board of Directors of the Fund or its
officers or agent will provide timely information to the Subadviser regarding
such matters as purchases and redemptions of shares in the Portfolio, the cash
requirements, and cash available for investment in the Portfolio, and all other
information as may be reasonably necessary or appropriate in order for the
Subadviser to perform its responsibilities hereunder.

Neither the Fund nor the Investment Manager, nor their respective
designees or agents, shall use any material describing or identifying the
Subadviser or its affiliates without the prior consent of the Subadviser. Any
material utilized by the Fund, the Investment Manager or their respective
designees or agents which contain information as to the Subadviser and/or its
affiliates shall be submitted to the Subadviser for approval prior to use, not
less than five (5) business days before such approval is requested.

The Investment Manager has herewith furnished the Subadviser copies of the
Fund's Prospectus, Articles of Incorporation and By-Laws as currently in effect
and agrees during the continuance of the Agreement to furnish the Subadviser
copies of any amendments or supplements thereto before or at the time the
amendments or supplements become effective. The Subadviser will be entitled to
rely on all such documents furnished to it by the Investment Manager or the
Fund.

8
<PAGE>

13. DURATION AND TERMINATION OF THE AGREEMENT. This Subadvisory
Agreement shall become effective as of the date first written above and remain
in force until July 5, 2001. Thereafter, it shall continue in effect from year
to year, but only so long as such continuance is specifically approved at least
annually by (a) the Board of Directors of the Fund, or by the vote of a majority
of the outstanding voting securities of the Portfolio, and (b) a majority of
those directors who are not parties to this Subadvisory Agreement, not
interested persons of any party to this Subadvisory Agreement, cast in person at
a meeting called for the purpose of voting on such approval. This Agreement may
be terminated, without the payment of any penalty, by the Board of Directors of
the Fund, by a vote of a majority of the outstanding shares of the Portfolio, or
by the Investment Manager on sixty days' written notice to the Subadviser, or by
the Subadviser on sixty days' written notice to the Fund or the Investment
Manager. Termination by the Board of Directors or by the Investment Manager
shall be subject to shareholder approval to the extent legally required. This
Agreement shall automatically terminate in the event of its assignment or in the
event of termination of the Investment Management Agreement.

14. AMENDMENTS OF THE AGREEMENT. Except to the extent permitted by the
Investment Company Act or the rules or regulations thereunder or pursuant to any
exemptive relief granted by the Securities and Exchange Commission ("SEC"), this
Agreement may be amended by the parties only if such amendment, if material, is
specifically approved by the vote of a majority of the outstanding voting
securities of the Portfolio (unless such approval is not required by Section 15
of the Investment Company Act as interpreted by the SEC or its staff) and by the
vote of a majority of the Independent Directors cast in person at a meeting
called for the purpose of voting on such approval. The required shareholder
approval shall be effective with respect to the Portfolio if a majority of the
outstanding voting securities of the Portfolio vote to approve the amendment,
notwithstanding that amendment may not have been approved by a majority of the
outstanding voting securities of any other portfolio affected by the amendment
or all the portfolios of the Fund.

15. DEFINITIONS. The terms "assignment", "interested person", and
"majority of the outstanding voting securities", when used in this Agreement,
shall have the respective meaning specified under the Investment Company Act and
the rules thereunder.

16. NOTICES. Any notice that is required to be given by the parties to
each other under the terms of this Agreement shall be given in writing,
delivered, or mailed postpaid to the other party, or transmitted by facsimile
with acknowledgment of receipt, to the parties at the following addresses or
facsimile numbers, which may from time to time be changed by the parties by
notice to the other party:

(a) If to the Subadviser:
Credit Suisse Asset Management, LLC
466 Lexington Avenue
New York, New York 10017
Attn: General Counsel
Facsimile: (212) 878-9357

9
<PAGE>

(b) If to the Investment Manager:

Jefferson Pilot Investment Advisory Corporation
One Granite Place
Concord, NH 03301
Attn: Ronald Angarella
Facsimile (603) 224-1691

17. GOVERNING LAW. The provisions of this Agreement shall be construed
and interpreted in accordance with the laws of the State of New Hampshire as at
the time in effect and the applicable provisions of the Investment Company Act
or other federal laws and regulations which may be applicable. To the extent
that the applicable law of the State of New Hampshire or any of the provisions
herein, conflict with the applicable provisions of the Investment Company Act or
other federal laws and regulations which may be applicable, the latter shall
control.

18. USE OF NAME. Neither the Fund nor the Investment Manager or any
affiliate, designee or agent thereof shall make reference to or use the name,
and any derivative thereof or logo associated with that name, of the Subadviser
or any of its clients or affiliates or use any material describing the
Subadviser without the prior approval of the Subadviser. Upon termination of
this Agreement, the Investment Manager and the Fund shall forthwith cease to use
such name (or derivative or logo) as soon as reasonably practicable.

19. ENTIRE AGREEMENT. This Agreement contains the entire understanding
and agreement of the parties with respect to the Portfolio and the Fund with
respect to the subject matter contained herein.

20. HEADINGS. The headings in the sections of this Agreement are
inserted for convenience of reference only and shall not constitute a part
hereof

21. SEVERABILITY. Should any portion of this Agreement for any reason be
held to be void in law or in equity, the Agreement shall be construed, insofar
as is possible, as if such portion had never been contained herein.

JEFFERSON PILOT INVESTMENT ADVISORY
CORPORATION

ATTEST: /s/ Craig Moreshead BY: /s/ Ronald R. Angarella

TITLE: Assistant Secretary TITLE: President

CREDIT SUISSE ASSET MANAGEMENT, LLC

ATTEST: BY: [ILLEGIBLE]
---------------------------- ------------------------------

TITLE: TITLE: [ILLEGIBLE]

10
<PAGE>

SCHEDULE A

INVESTMENT SUBADVISORY FEES

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
NAME OF PORTFOLIO ANNUAL FEE AS A PERCENTAGE OF
AVERAGE DAILY NET ASSETS
- -------------------------------------------------------------------------------
<S> <C> <C>
Money Market Portfolio .30% of first $200 Million
Massachusetts Financial Services .25% over $200 Million
- -------------------------------------------------------------------------------
Growth and Income Portfolio .50%
Warburg Pincus
- -------------------------------------------------------------------------------
World Growth Stock Portfolio .50% of first $200 Million
Templeton Global Advisors Limited .45% of next $1.1 Billion
.40% over $1.3 Billion
Balanced Portfolio .45% of first $100 Million
J.P. Morgan Investment Management .40% of next $100 Million
.35% over $200 Million
.30% over $400 Million
Emerging Growth Portfolio .40%
Massachusetts Financial Services
Bond Portfolio .35% of first $200 Million
Chubb Asset Managers, Inc. .30% of next $1.1 Billion
.25% over $1.3 Billion
Gold Stock Portfolio .50% of first $200 Million
Van Eck Associates Corporation .45% of next $1.1 Billion
.40% over $1.3 Billion
Domestic Growth Portfolio .50% of first $200 Million
Pioneering Management Corporation .45% of next $1.1 Billion
.40% over $1.3 Billion
Capital Growth Portfolio .75% of first $200 Million
Janus Capital Corporation .70% of next $1.1 Billion
.65% over $1.3 Billion
</TABLE>

<PAGE>

INVESTMENT SUBADVISORY AGREEMENT

BALANCED PORTFOLIO

THIS AGREEMENT, made this 1ST day of MAY, 1999, is between JEFFERSON PILOT
INVESTMENT ADVISORY CORPORATION, a Tennessee corporation with offices at One
Granite Place, Concord, New Hampshire, 03301 (the "Investment Manager") and
Janus Capital Corporation, (the "Subadviser") a Colorado corporation with
offices at 100 Fillmore Street, Denver, Colorado 80206.

WITNESSETH:

WHEREAS, the Fund issues separate classes or series of stock, each of
which represents a separate portfolio of investments;

WHEREAS, the Subadviser is engaged in the business of rendering investment
advisory services and is registered as an investment adviser under the
Investment Advisers Act of 1940 (the "Advisers Act");

WHEREAS, the Investment Manager desires to retain the Subadviser to render
investment management services to the Fund's Balanced Portfolio (the
"Portfolio") in the manner and on the terms hereinafter set forth;

Page 1
<PAGE>

NOW, THEREFORE, in consideration of the premises and the convenants
hereinafter contained the Investment Manager and the Subadviser hereby agree as
follows:

1. Appointment of the Subadviser. The Manager hereby appoints the
Subadviser to act as an investment subadviser for the Portfolio and to manage
the investment and reinvestment of the assets of the Portfolio, subject to the
supervision of the Directors of the Fund and the terms and conditions of this
Agreement. The Subadviser will be an independent contractor and will have no
authority to act for or represent the Fund or Manager in any way or otherwise be
deemed an agent of the Fund or Manager except as expressly authorized in this
Agreement or another writing by the Fund, Manager and the Subadviser.
Notwithstanding the foregoing, the Subadviser may execute account documentation,
agreements, contracts and other documents as the Subadviser may be requested by
brokers, dealers, counterparts and other persons in connection with the
Subadviser's management of the assets of the Portfolio, provided that the
Subadviser receives the express agreement and consent of the Manager and/or the
Fund's Board of Directors to execute such documentation, agreements, contracts
and other documents. In such respect, and only for this limited purpose, the
Subadviser shall act at the Manager and/or the Fund's agent and
attorney-in-fact.

3. Services to be Rendered by the Subadviser to the Fund

A. The Subadviser will manage the investment and reinvestment of
the assets of the Portfolio and determine the composition of the assets of the
Portfolio, subject always to the direction and control of the Directors of the
Fund and the Manager and in accordance with the provisions of the Fund's
registration statement, as amended from time to time. In fulfilling its
obligations to manage the investment and reinvestment of the assets of the
Portfolio, the Subadviser will:

(i) obtain and evaluate pertinent, statistical, financial,
and other information relating to individual companies or industries, the
securities of which are included in the Portfolio or are under consideration for
inclusion in the Portfolio;

Page 2
<PAGE>

(iv) regularly report to the Directors of the Fund and the
Manager with respect to the implementation of the investment program and, in
addition, provide such statistical information and special reports concerning
the Portfolio and/or important developments materially affecting the investments
held, or contemplated to be purchased, by the Portfolio, as may reasonably be
requested by the Manager or the Directors of the Fund, including attendance at
Board of Directors Meetings, as reasonably requested, to present such
information and reports to the Board, provided that Subadviser shall not be
responsible for fund accounting.

(vi) establish appropriate interfaces with the Fund's Manager
in order to provide such Manager with all necessary information requested by the
Manager and required to be provided by Subadviser hereunder.

Page 3
<PAGE>

B. To facilitate the Subadviser's fulfillment of its obligations
under this Agreement, the Manager Fund will undertake the following:

(i) the Manager agrees to provide the Subadviser with all
amendments or supplements to the Registration Statement, the Fund's Agreement
and Articles of Incorporation, and Bylaws prior to filing with SEC.

(ii) the Manager agrees, on an ongoing basis, to notify the
Subadviser expressly in writing of each change in the fundamental and
nonfundamental investment policies of the Portfolio, prior to the effective date
of such changes.

(iii) The Manager agrees to provide or cause to be provided to
the Subadviser such assistance as may be reasonably requested by the Subadviser
in connection with its activities pertaining to the Portfolio under this
Agreement, including, without limitation, information concerning the Portfolio,
its available funds, or funds that may reasonably become available for
investment, and information as to the general condition of the Portfolio's
affairs and information to enable Subadviser to monitor the 90% source tax of
Subchapter M of the IRC;

(iv) the Manager agrees to provide or cause to be provided to
the Subadviser on an ongoing basis, such information as is reasonably requested
by the Subadviser for performance by the Subadviser of its obligations under
this Agreement, and the Subadviser shall not be in breach of any term of this
Agreement or be deemed to have acted negligently if the Manager fails to provide
or cause to be provided such requested information and the Subadviser relies on
the information most recently furnished to the Subadviser; and

(v) the Manager will promptly provide the Subadviser with
any guidelines and procedures applicable to the Subadviser or the Portfolio
adopted from time to time by the Board of Directors of the Fund and agrees to
promptly provide the Subadviser copies of all amendments thereto.

Page 4
<PAGE>

Page 5
<PAGE>

The Subadviser may perform its Services through any employee, officer or
agent of Subadviser and the Investment Manager and the Fund shall not be
entitled to the advice, recommendation or judgment of any specific person.
Sub-Investment Manager makes no representation or warranty, express or implied,
that any level of performance or investment results will be achieved by the
Balanced Portfolio or that such Portfolio will perform comparably with any
standard or index, including other clients of Subadviser, whether public or
private.

4. Compensation of the Subadviser. The Investment Manager will pay the
Subadviser, with respect to the Portfolio, the compensation specified in

Page 6
<PAGE>

6. Books and Records. The Subadviser agrees that all books and records
which it maintains for the fund are the Fund's property, and, in the event of
termination of this Agreement for any reason, the Subadviser agrees promptly to
return to the Fund, free from any claim or retention of rights by the
Subadviser, all records relating to the Portfolio. The Subadviser also agrees
upon request of the Investment Manager or the Fund, promptly to surrender the
books and records to either party or make the book and records available for
inspection by representatives of regulatory authorities. In connection with its
duties hereunder, the Subadviser further agrees to maintain, prepare and
preserve books and records in accordance with the Investment Company Act and
rules thereunder, including but not limited to, Rule 31a-1 and 31a-2.

Page 7
<PAGE>

past or present shareholder of the fund that is not arising from Subadvisers
willful misfeasance, bad faith or gross negligence.

Page 8
<PAGE>

(a) If to the Subadviser:
Janus Capital Corporation
100 Fillmore Street
Denver, CO 80206
Attn: General Counsel

(b) If to the Investment Manager:

Jefferson Pilot Investment Advisory Corporation
One Granite Place
Concord, NH 03301
Attn: Ronald Angarella
Facsimile (603) 224-1691

13. Governing Law. The provisions of this Agreement shall be construed
and interpreted in accordance with the laws of the State of New Hampshire as at
the time in effect and the applicable provisions of the Investment Company Act
or other federal laws and regulations which may be

Page 9
<PAGE>

applicable. To the extent that the applicable law of the State of New Hampshire
or any of the provisions herein, conflict with the applicable provisions of the
Investment Company Act or other federal laws and regulations which may be
applicable, the latter shall control.

14. Use of Subadviser's Name. Neither the Fund nor the Manager or any
affiliate or agent thereof shall make reference to or use the name, and any
derivative thereof or logo associated with that name, of the Subadviser or any
of its affiliates in any advertising or promotional materials without the prior
approval of the Subadviser, which approval shall not be unreasonably withheld or
delayed. Upon termination of this Agreement, the Manager and the Fund shall
forthwith cease to use such name (or derivative or logo) as soon as reasonably
practicable.

15. Entire Agreement. This Agreement contains the entire understanding
and agreement of the parties with respect to the Portfolio.

16. Headings. The headings in the sections of this Agreement are
inserted for convenience of reference only and shall not constitute a part
hereof.

JEFFERSON PILOT INVESTMENT ADVISORY
CORPORATION

ATTEST: /s/ Craig Moreshead BY: /s/ Ronald R. Angarella
------------------------------ ------------------------------

TITLE: Assistant Secretary TITLE: President
------------------------------- ---------------------------

JANUS CAPITAL CORPORATION

ATTEST: /s/ Verna Morris BY: /s/ Bonnie Howe
------------------------------ ------------------------------

TITLE: Legal Secretary TITLE: Assistant Vice President
------------------------------- ---------------------------

Page 10

<PAGE>

JEFFERSON PILOT VARIABLE FUND, INC.
CODE OF ETHICS

AMENDED NOVEMBER 4, 1999

Investment company personnel are charged with the rigorous duties of
fiduciaries. In recognition of this special responsibility, Rule 17j-1 of the
Investment Company Act of 1940 (the "Act") requires investment companies to
adopt codes of ethics and procedures reasonably designed to prevent directors,
officers and employees from engaging in fraudulent, manipulative or deceptive
conduct in connection with their personal trading.

The purpose of this Code of Ethics ("Code") is to comply with Rule
17j-1 by prohibiting certain types of transactions deemed to create conflicts
of interest (or situations with the potential for, or the appearance of such
a conflict), and to establish reporting requirements and enforcement
procedures. The Fund may from time to time adopt such interpretations of this
Code as it deems appropriate.

Except as provided under this Code, all reports of securities
transactions and any other information filed with the Fund pursuant to this Code
shall be treated as confidential.

I. STATEMENT OF GENERAL PRINCIPLES

In recognition of the trust and confidence placed in the employees,
officers and directors of the Jefferson Pilot Variable Fund, Inc. (the
"Fund") by its shareholders, and to give effect to the belief that the Fund's
operations should be directed to the benefit of its shareholders, the Fund
hereby adopts the following general principles to guide the actions of its
employees, officers and directors:

(A) THE INTERESTS OF THE FUND'S SHAREHOLDERS MUST COME FIRST. In
decisions relating to their personal investments, investment company
personnel must scrupulously avoid serving their own personal interests
ahead of the shareholders' interests.

(B) FUND PERSONNEL MUST AVOID CONDUCT THAT CREATES THE APPEARANCE OF A
CONFLICT OF INTEREST. In addition to following the letter of the Code,
Fund personnel must be vigilant in avoiding situations involving any
real or possible impropriety.

(C) FUND PERSONNEL SHOULD NOT TAKE INAPPROPRIATE ADVANTAGE OF THEIR
POSITION. It is imperative that Fund personnel avoid any situation that
might compromise their exercise of fully independent judgment in the
interests of the Fund's shareholders.

II. DEFINITIONS

(A) "Access Person" shall mean any director, officer, or Advisory
Person of the Fund.

(B) "Advisory Person" shall mean (i) any employee of the Fund (or of
any

Page 1
<PAGE>

company in a control relationship to the Fund) who, in connection with
such employee's regular functions or duties, makes, participates in, or
obtains information regarding the purchase or sale of a Covered
Security by the Fund, or whose functions relate to the making of any
recommendations with respect to such purchases or sales; and (ii) any
natural person in a control relationship to the Fund who obtains
information concerning recommendations made to the Fund with regard to
the purchase or sale of Covered Securities by the Fund.

(C) "Beneficial Ownership" is to be determined in the same manner as
it is for purposes of Section 16 of the Securities Exchange Act of
1934. This means that a person should consider himself the beneficial
owner of securities in which he has a direct or indirect pecuniary
interest. In addition, a person should consider himself the beneficial
owner of securities held by his spouse, dependent children, any person
who shares his home, or other persons (including trusts, partnerships,
corporations and other entities) by reason of any contract,
arrangement, understanding or relationship that provides him with sole
or shared voting or investment power.

(D) "Chief Review Officer" means the President of the Fund.

(E) "Control" shall have the same meaning as that set forth in Section
2(a)(9) of the Act, which defines "control" as the power to exercise a
controlling influence over. The issue of influence or control is a
question of fact which must be determined on the basis of all
surrounding facts and circumstances. The Review Officer should be
informed of any accounts for which an access person is considered a
"beneficial owner" but where the access person has no direct or
indirect influence or control, such as (i)accounts in which full
investment discretion has been granted to an outside bank, investment
advisor or trustee and where neither the access person nor any close
relative participates in the investment decisions or is informed in
advance of transactions ("Blind Accounts"), or (ii) accounts of close
relatives where the circumstances clearly demonstrate that there is no
risk of influence or control by the access person. The Review Officer
may require supporting documentation prior to making any determination
as to whether an access person has control over an account.

(F) "Covered Security" shall have the same meaning as that set forth in
Section 2(a)(36) of the Act, except that it shall not include shares of
registered open-end investment companies (includes variable annuity
contracts and variable life insurance policies with underlying separate
accounts that invest exclusively in registered open-end investment
companies), direct obligations of the Government of the United States,
bankers' acceptances, bank certificates of deposit, savings accounts,
commercial paper and high quality short-term debt instruments,
including repurchase agreements.

(G) "Disinterested Director" means any director of the Fund who is not
"an interested person" of the Fund within the meaning of Section
2(a)(19) of the Act.

(H) An "Initial Public Offering" means an offering of securities
registered under the Securities Act of 1933, the issuer of which,
immediately before the registration, was not subject to the reporting
requirements of Sections 13 or 15(d) of the Securities Exchange Act of
1934.

Page 2
<PAGE>

(I) "Investment Personnel" of the Fund means (i) any employee of the
Fund (or of any company in a control relationship to the Fund) who, in
connections with his or her regular functions or duties, makes or
participates in making recommendations regarding the purchase or sale
of securities by the Fund, or (ii) any natural person who controls the
Fund and who obtains information concerning recommendations made to the
Fund regarding the purchase or sale of securities by the Fund.

(J) A "Limited Offering" means an offering that is exempt from
registration under the Securities Act of 1933 pursuant to section 4(2)
or section 4(6) or pursuant to rule 504, rule 505, or rule 506 under
the Securities Act of 1933.

(K) "Purchase or sale of a Covered Security" includes, among other
things, the writing of an option to purchase or sell a Covered
Security.

(L) "Review Officer" means the Secretary or Assistant Secretary of the
Fund.

(M) "Security" shall have the same meaning as that set forth in Section
2(a)(36) of the Act.

(N) A "Security Held or to be Acquired" by the Fund means any Covered
Security which, within the most recent 15 days, (i) is or has been held
by the Fund, or (ii) is being or has been considered for purchase by
the Fund.

III. GENERAL PROHIBITIONS

(A) No Access Person shall, in connection with the purchase or sale, directly or
indirectly, by such person of a Security Held or to be Acquired by the Fund:

(1) employ any device, scheme or artifice to defraud the Fund;

(2) make to the Fund any untrue statement of a material fact or omit to
state to the Fund a material fact necessary in order to make the
statements made, in light of the circumstances under which they are
made, not misleading;

(3) engage in any act, practice, or course of business which operates
or would operate as a fraud or deceit upon the Fund; or

(4) engage in any manipulative practice with respect to the Fund.

(B) (1) No Access Person shall purchase or sell, directly or indirectly,
any Covered Security in which he has, or by reason of such transaction
acquires, any direct or indirect Beneficial Interest which, to his
actual knowledge at the time of such purchase or sale:

(a) Is being considered for purchase or sale by the Fund, or
(b) Is being purchased or sold by the Fund.

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(2) The Fund may from time to time adopt specific prohibitions or
restrictions in response to special situations where there is a greater
likelihood that certain Access Persons will have actual knowledge that
the Fund intends to buy or sell certain Covered Securities. Such
prohibitions or restrictions when adopted and signed by the Review
Officer shall be considered part of this Code until such time as the
Review Officer deems such prohibitions or restrictions to be
unnecessary.

IV. ADDITIONAL RESTRICTIONS

(A) Investment Personnel must obtain prior written approval from the Review
Officer before directly or indirectly acquiring beneficial ownership in any
securities in an Initial Public Offering or in a Limited Offering.

(B) No Access Person may accept a position as a director, trustee or general
partner of a publicly-traded company (other than Jefferson-Pilot Corporation)
unless such position has been presented to and approved by the Chief Review
Officer as consistent with the interests of the Fund and its shareholders. The
Chief Review Officer shall report any such approval to the Fund's Board of
Directors at the next Board of Directors meeting.

V. REPORTING OBLIGATIONS

(A) REPORTS REQUIRED. Unless excepted by Section V(B), every Access Person must
provide to the Review Officer of the Fund the following reports:

(1) INITIAL HOLDINGS REPORTS. No later than ten days after the person
becomes an Access Person, a report including at least the following
information:

(a) The title, number of shares and principal amount of each
Covered Security in which the Access Person had any direct or
indirect beneficial ownership when the person became an Access
Person;

(b) The name of any broker, dealer or bank with whom the
Access Person maintained an account in which any securities
were held for the direct or indirect benefit of the Access
Person as of the date the person became an Access Person; and

(2) QUARTERLY TRANSACTION REPORTS. No later than ten days after the end
of a calendar quarter, a report including at least the following
information:

(a) With respect to any transaction during the quarter in a
Covered Security in which the Access Person had any direct or
indirect beneficial ownership:

(i) The date of the transaction, the title, the
interest rate and maturity date (if applicable), the
number of shares and the principal amount of each
Covered Security involved;

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<PAGE>

(ii) The nature of the transaction (i.e. purchase,
sale or any other type of acquisition or
disposition);

(iii) The price of the Covered Security at which the
transaction was effected;

(iv) The name of the broker, dealer or bank with or
through which the transaction was effected; and

(v) The date that the report is submitted by the
Access Person.

(b) With respect to any account established by the Access
Person in which any securities were held during the quarter
for the direct or indirect benefit of the Access Person:

(i) The name of the broker, dealer or bank with whom
the Access Person established the account;

(ii) The date the account was established; and

(iii) The date the report is submitted by the Access
person.

(3) ANNUAL HOLDINGS REPORTS. Annually, the following information (which
information must be current as of a date no more than 30 days before
the report is submitted):

(a) The title, number of shares and principal amount of each
Covered Security in which the Access Person had any direct
or indirect beneficial ownership;

(b) The name of any broker, dealer or bank with whom the
Access Person maintains an account in which any securities
are held for the direct or indirect benefit of the Access
Person; and

(B) EXCEPTIONS FROM REPORTING REQUIREMENTS.

(1) A person need not make a report under Section V(A) with respect to
transactions effected for, and Covered Securities held in, any account
over which the person has no direct or indirect influence or control
(See Section II(E) for the definition of "control").

(2) A Disinterested Director who would be required to make a report
solely by reason of being a Fund director need not make:

(a) An INITIAL HOLDINGS REPORT under Section (V)(A)(1) and an
ANNUAL HOLDINGS REPORT under Section (V)(A)(3); and

(b) A QUARTERLY TRANSACTION REPORT under Section (V)(A)(2),
unless the director knew or, in the course of fulfilling his
or her official duties as a

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Fund director, should have known that during the 15-day period
immediately before or after the director's transaction in a
Covered Security, the Fund purchased or sold the Covered
Security, or the Fund or its investment adviser considered
purchasing or selling the Covered security.

(3) An Access Person need not make a QUARTERLY TRANSACTION REPORT under
Section (V)(A)(2) if the report would duplicate information contained
in broker trade confirmations or account statements received by the
Fund with respect to the Access Person in the time period required by
Section (V)(A)(2), if all of the information required by that paragraph
is contained in the broker trade confirmations or account statements,
or in the records of the Fund.

(1) No less frequently than annually, the officers of the Fund will
furnish to the Board of Directors, and the Board of Directors will
consider, a written report that:

(a) Describes any issues arising under the code of ethics
since the last report to the Board of Directors, including,
but not limited to, information about material violations of
the code and sanctions imposed in response to the material
violations; and

(b) Certifies that the Fund has adopted procedures reasonably
necessary to prevent Access Persons from violating the code.

VI. REVIEW AND ENFORCEMENT.

(A) The Review Officer shall compare all reported personal securities
transactions with completed portfolio transactions of the Fund to determine
whether a violation of this Code may have occurred. Before making any
determination that a violation has been committed by any Access Person, the
Review Officer shall give such person an opportunity to supply additional
explanatory material.

(B) If the Review Officer determines that a violation of this Code may have
occurred, the Review Officer shall submit a written determination, together with
the confidential quarterly report and any additional explanatory material
provided by the individual, to the Chief Review Officer, who shall make an
independent determination as to whether a violation has occurred.

(C) If the Chief Review Officer finds that a violation has occurred, the Chief
Review Officer shall impose upon the individual such sanctions as the Chief
Review Officer deems appropriate, and shall report the violation and the
sanction imposed to the Board of Directors of the Fund at the next Board
meeting. Possible sanctions for a violation may include, without limitation, the
disgorgement of any profits over to the Fund, a letter of censure, suspension or
termination.

(D) No person shall participate in a determination of whether he or she has
committed a violation of the Code or of the imposition of any sanction against
himself. If a securities transaction of the Chief Review Officer is under
consideration, the Disinterested Directors of the Fund collectively shall act in
all respects in the manner prescribed herein for the Chief Review Officer.

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<PAGE>

VII. RECORDS.

The Fund shall maintain records in the manner and to the extent set forth below,
which records shall be available for examination by representatives of the
Securities and Exchange Commission.

(A) A copy of this Code and any other code which is, or at any time
within the past five years has been, in effect shall be preserved in an
easily accessible place;

(B) A record of any violation of this Code and of any action taken as a
result of such violation shall be preserved in an easily accessible
place for a period of not less than five years following the end of the
fiscal year in which the violation occurs;

(C) A copy of each report made by an Access Person as required by
Section (V)(A) of this Code, including any information provided in lieu
of the Quarterly Transaction Reports pursuant to Section (V)(B)(3),
shall be preserved for a period of not less than five years from the
end of the fiscal year in which it is made, the first two years in an
easily accessible place;

(D) A list of all persons who are, or within the past five years have
been, required to make reports under Section (V)(A) of this Code,
or who were responsible for reviewing these reports, shall be
maintained in an easily accessible place.

Amended this 4th day of November, 1999.

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<PAGE>

CHUBB INVESTMENT ADVISORY CORPORATION

CODE OF CONDUCT

Governing Personal Securities Transactions
and Prohibiting Misuse of Inside Information
Revised Effective: May, 1992

I. PURPOSE.

This Code of Conduct ("Code") is intended to provide guidance to directors,
officers and employees of Chubb Investment Advisory Corporation ("Company") and
certain other Access Persons as to the minimum standards of conduct in personal
securities transactions that are consistent with the Company's responsibilities
to its clients, including Chubb Investment Funds, Inc., Chubb America Fund, Inc.
and any other registered investment company for which the Company acts as
investment adviser ("Fund" or "Funds"), and to provide assurance that those
employees, directors and other Access Persons are in a position to act in the
best interests of clients of the Company and will act in compliance with
applicable law, specifically including the Insider Trading and Securities Fraud
Enforcement Act of 1988. Moreover, in the interests of avoiding even the
appearance of improper conduct, you will note this Code imposes standards which
in some respects actually exceed what may be legally required.

This Code is not intended to discourage personal securities investments or sound
personal investment programs on the part of those covered by the Code. It is
intended rather to assure that personal investing does not conflict with
fiduciary duties or legal requirements.

As a registered investment adviser, the Company and its employees, officers and
directors, have a fiduciary duty to first consider the interests of the
Company's clients in any securities transactions before their own, and not to
act regarding their personal accounts in a way which would create a conflict
with the interests of clients. As more fully described below, this Code is
designed to prevent at least certain specific types of personal securities
transctions:

(1) Trading by an individual during a period when the individual knows
that a securities recommendation is being considered to be made or
is made by the Company to any client prior to the client's acting on
the recommendation. Such trading could take advantage of, or could
avoid possible short-run market effects of, or have a harmful effect
on the client's transactions.

(2) Unusual trading through, or on recommendations made by, brokers or
dealers who provide research or execution services for the Company's
management of clients' accounts. Highly active, hot issue, or
unusually priced trading could motivate favoring a particular
broker-dealer without regard to whether

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<PAGE>

it provides best available execution of a client's portfolio
transactions.

Moreover, this Code sets forth the Company's policy which forbids any of its
officers, directors or employees as well as certain other Access Persons from
trading, either personally or on behalf of others, including clients of the
Company, while possessing material non-public information or communicating
material non-public information to others who might trade on the basis therof.
Such insider trading or tipping violates law, is abusive of the securities
markets and is of prime concern to market regulators and enforcement
authorities. The Company's policy applies to every officer, director and
employee of the Company as well as to certain other Access Persons and extends
to activities within and outside their duties at the Company.

This Code prohibits such trading both directly and indirectly by a person
covered by this Code, including through partnerships, personal holding companies
or trusts over which such person has investment control or in which a beneficial
interest is held, or by any dependent or member of the person's immediate family
or household. It should also be noted that this Code applies to transactions in
derivative securities, such as options.

Each employee, officer, director and other Access Person should undertake to
have a reasonable understanding of and to comply with applicable Federal and
state laws and the rules of the Securities and Exchange Commission ("SEC")
governing his or her activities. Any person becoming aware of acts in violation
of applicable statutes or regulations or provisions of this Code should promptly
report the matter to the Compliance Officer. Each person should be sensitive not
only to actual conflicts but to the appearance of conflicts. Conduct violating
this Code can harm not only the person involved but clients and the reputation
of the Company. As set forth in Article VI below, violation of this Code can be
expected to result in serious sanctions by the Company up to and including
dismissal. Moreover, violations could well result in civil or criminal
liability.

Each person covered by this Code will be given a copy of the Code annually by
the Compliance Officer and asked to sign and return a Statement of Compliance
to the Compliance Officer that s/he has received and read it, and that s/he
agrees to report all personal securities transactions as provided in this Code.

If you have any questions regarding whether a proposed act or transaction
involves a conflict of interest or material non-public information, the
submission of reports, or interpretation of this Code, do not hesitate to
consult the Compliance Officer. Except to the extent the records of the Company
are subject to inspection by the SEC or to legal process, inquiries, reports and
information will be held in confidence by the Compliance Officer and his or her
assistants and legal counsel, unless they reveal a violation that warrants
action by the Company or requires a report to

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<PAGE>

its Board of Directors.

Certain terms are capitalized when they appear in the Code of Conduct. They are
defined terms, and the definitions are important. Defined terms are defined
either immediately after their first use in this Code, or in the listings set
forth in the last section of the Code.

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<PAGE>

II. FEDERAL SECURITIES LAW STANDARDS.

Rule 17j-1 under the Investment Company Act makes it unlawful for any affiliated
person of the Company in connection with the direct or indirect Purchase or Sale
of Securities Held or to be Acquired by any Fund:

1. To employ any device, scheme, or artifice to defraud any Fund;

2. To make to any Fund any untrue statement of a material fact or
omit to state to such Fund a material fact necessary in order to
make the statements made, in light of the circumstances under
which they are made, not misleading;

3. To engage in any act, transaction, practice or course of business
which operates or would operate as a fraud or deceit on any Fund;
or

4. To engage in any fraudulent, deceptive or manipulative practices
with respect to any Fund.

This Rule requires the Company to adopt a written code of ethics containing
provisions reasonably necessary to prevent Access Persons from engaging in any
of the foregoing, and to use reasonable diligence and institute procedures
necessary to prevent violations of such code.

Rule 204-2(a)(12) under the Investment Advisers Act requires the Company: to
keep a record of every transaction in a security by any director or officer of
the Company, any employee who makes or participates in the determination of
recommendations or who in connection with his or her duties obtains information
concerning such recommendations prior to their effective public dissemination,
and any affiliated or controlling person of the Company who obtains such
information; and to institute adequate procedures and use reasonable diligence
to obtain promptly reports of all transactions required to be reported.

Section 204(A) of the Investment Advisers Act requires the Company to establish,
maintain and enforce written policies and procedures reasonably designed, taking
into consideration the nature of the Company's business, to prevent the misuse
of material non-public information by the Company or any person associated with
the Company in violation of Federal securities laws.

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<PAGE>

III. PROHIBITED TRANSACTIONS.

1. INTERESTS CONFLICTING WITH RECOMMENDATIONS TO CLIENTS OF THE
COMPANY

Subject to subsection 2, no Access Person shall directly or
indirectly engage in the Purchase or Sale of Securities in
which such Access Person has, or by reason of such transaction
acquires, any direct or indirect Beneficial Interest if such
security, to that Access Person's actual knowledge at the time of
such purchase or sale:

(a) Is being considered for purchase or sale by any client;* or

(b) Is being purchased or sold by a client.

2. THE PROHIBITIONS OF SUBSECTION 1 DO NOT APPLY TO:

(a) Purchases or sales effected in any account over which the
Access Person has no direct or indirect influence or
control; or

(b) Purchases or sales of securities which are not eligible for
purchase or sale by any client. If there is any doubt as to
which securities are eligible, consult the Compliance
Officer; or

(d) Purchases or sales which are part of an automatic dividend
reinvestment plan; or

(e) Purchases effected upon the exercise of rights issued by
an issuer pro rata to all holders of a class of its
securities, to the extent such rights were acquired from
such issuer, and sales of such rights so acquired; or

- ---------------------
* A Security is being considered for purchase or sale beginning when a
recommendation to purchase or sell such security has been made and communicated
or, with respect to an Access Person making or participating in the
recommendation, when such person seriously considers making such a
recommendation. A security will normally no longer be subject to these
restrictions after a determination is made not to purchase or sell the security
for the account of any client or after 15 days have elapsed since the buying or
selling program for any client has been completed.

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<PAGE>

(f) Purchases or sales which receive the prior approval of the
Compliance Officer because (i) they are only remotely
potentially harmful to a client in that they would be
unlikely to affect a highly institutional market; or (ii)
they are clearly not related economically to the securities
to be purchased, sold or held by any client; or

(g) Purchases or sales of (i) shares of registered open-end
investment companies, (ii) securities issued by the
government of the United States, (iii) securities issued
or guaranteed as to principal or interest by the United
States or certain instrumentalities of the government of
the United States (such as FNMA and GNMA) which mature
within 12 months, (iv) bankers' acceptances and bank
certificates of deposit, (v) commercial paper and (vi)
such other money market instruments as are designated by
the Compliance Officer.

3. CONFLICTING INTEREST WITH BEST EXECUTION FOR CLIENT

No Access Person placing orders for clients with brokers or dealers shall
purchase or sell, directly or indirectly, any security in which such person has,
or by reason of such transaction acquires, any direct or indirect Beneficial
Interest from, to or through such brokers or dealers if such transaction
receives or represents special treatment in relation to its volume or terms or
is based on recommendations made by such brokers or dealers.

4. INSIDER TRADING

No Access Person or employee of the Company shall purchase or sell, directly or
indirectly, personally or on behalf of others, including clients, any security
while in possession of material non-public information, or communicate material
non-public information to others ("tipping") in violation of the law. This
prohibition extends to activities within and outside such person's duties at the
Company and,

(a) Information is generally considered material when there is
a substantial likelihood that a reasonable investor would
consider it important in making his or her investment
decision, or when it is reasonably likely to have a
substantial effect on the price of a company's
securities. Examples include, but are not limited to,
dividend changes, earnings estimates, changes in previously
released earnings estimates, significant merger or
acquisition proposals or agreements, major litigation,
liquidation problems and extraordinary management
developments. Material information does not have to relate
to a company's business, but can include knowledge of a
forthcoming report or

6
<PAGE>

recommendation concerning an issuer's securities that will have a
significant market effect.

(b) Infkormation is generally considered non-public until it has been
effectively communicated to the marketplace. One must be able to
point to some fact to show that the information is generally public.
Examples would include information found in a report filed with the
SEC, or appearing on the Dow Jones broad tape or inpublications of
general circulation.

(c) It is unlawful not only to use inside information by trading while
in possession of it but also to communicate (tip) such information
to others who trade on the basis of it.

5. PENALTIES FOR INSIDER TRADING

Penalties for trading on or communicating material non-public information
are severe, both for individuals involved in such unlawful conduct and
their employers. A person, for example, can be subject to some or all of
the penalties below even if he or she does not personally benefit from the
violation. Penalties include:

- civil injunctions
- treble damages
- disgorgement of profits
- jail sentences
- fines for the person who committed the violation of up to three times
the profit gained or loss avoided, whether or not the person actually
benefitted, and
- fines for the employer or other controlling person of up to the greater
of $1,000,000 or three times the amount of the profit gained or loss
avoided.

In addition, as set forth in Article VI below any violation of this kCode
can be expected to result in serious sanctions by the Company up to and
including dismissal of the persons involved.

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<PAGE>

IV. PROCEDURES - TRADING AND INSIDE INFORMATION.

The following procedures have been established to aid our officers, dirctors
and employees in avoiding insider trading, and to aid the Company in
preventing, detecting and imposing sanctions against insider trading. Every
officer, director and employee must follow these procedures or risk serious
sanctions, including dismissal, substantial personal liability and criminal
penalties. If you have any questions about these procedures consult the
Compliance Officer.

1. IDENTIFYING INSIDE INFORMATION.

Befor trading for yourself or others in the securities of a company about
which you may have potential inside information, ask yourself the following
questions:

a) Is the information material? Is this information that an
investor might consider important in making his or her
investment decisions? Is this information that might substantially
affect the market price of the securities if generally disclosed?

b) Is the information non-public? To whon has this information been
provided? Has the information been effectively communicated to the
marketplace by being published in REUTERS, THE WALL STREET JOURNAL,
or other publications of general circulation or a report filed with
the SEC?

If, after consideration of the above, you believe that the information is
material and non-public, or if you have questions as to whether the
information is meterial and non-public, you should take the following steps;

i. Report the matter immediately to the Compliance Officer, including
the date and time received, by whom and how the information was received.

ii. Do not purchase or sell the securities on behalf of yourself or
others.

iii. Do not communicate the information other than to the Compliance
Officer.

iv. Information in your possession that you identify as material and
non-public should be placed in a secured area and access to computer files
containing material non-public information should be restricted.

v. Notify the Compliance Officer immediately upon conveying any
potentiallyy material, non-public information to anyone else within the Chubb
group of companies, including the date and time the information was ocnveyed,
by whom and how the information was received. (Material, non-public
information must sometinmes by conveyed for valid.

8
<PAGE>

business reasons, e.g., to take some action other than trading in
securities.)

vi. After the Compliance Officer has reviewed the issue, you will be
instructed to continue the prohibitions against trading and communication, or
you will be allowed to trade and communicate the information.

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<PAGE>

V. REPORTS OF PERSONAL SECURITIES TRADING AND OTHER DUTIES OF THE
COMPLIANCE OFFICER.

For purposes of Rule 204-2(a) (12), as a designated Access Person you
must submit to the Compliance Officer within 10 days after the end of each
calendar quarter a report (the "Quarterly Securities Transaction Report") of
each securities transaction in which you, or your family (including your
spouse, minor children and relatives who share your home), or trusts of which
you are trustee or in which you have or acquire any direct or indirect
Beneficial Interest. Written authorization excepting specific kinds of
personal accounts or particular kinds of transactions from these reporting
requirements may be granted in the discretion of the Compliance Officer. One
example of a possible exception may be a trust account in which you have a
Beneficial Interest but do not have the right to direct investments. No such
exception shall be granted, however, for any personal account where
investment discretion is retained, or where the personal account may be
otherwise used to violate these policies and procedures.

Exempt from such reporting requirements under Rule 204-2 (a) (12) are the
following: (a) transactions effected in any account over which neither you,
nor the Company, nor any other Access Person has any direct or indirect
influence or control; (b) transactions in securities issued by unaffiliated
registered open-end investment companies; and (c) transactions in securities
which are direct obligations of The United States.

Please note that due to the express wording of Rule 204-2 (a) (12) as an
Access Person you are required to report certain types of transactions (such
as automatic dividend reinvestment plan transactions, or commercial paper
transactions) even though such transactions may not be "prohibited" under
Rule 17 (j) or Section 204A as discussed above. Further, these Rule 204-2
(a)(12) reporting requirements apply regardless of whether or not the subject
securities are Securities Held or to be Acquired by a Fund or Client of the
Company.

The Quarterly Securities Transaction Report shall include the name of the
security, date and nature of the transaction, quantity, price and the name of
the broker, dealer or bank through which the transaction was effected. If no
reportable transactions occurred during the applicable quarter, the Quarterly
Securities Transaction Report should so state.

In addition, with respect to all securities transactions reportable in the
Quarterly Securities Transaction Reports, those certain Access Persons who
are specifically identified and designated for such purposes by the
Compliance Officer, must also submit to the Compliance Officer a report (the
"10-Day Notice of Personal Trading Report") of all such securities
transactions within 10 days of the transaction trade date.

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<PAGE>

The Compliance Officer will prepare and furnish forms on which such 10-Day
and Quarterly Reports are to be made, but may also accept in their place a
directive to your broker to send duplicate confirmations of all trades to the
Compliance Officer. The 10-Day and Quarterly Reports will be maintained and
filed by the Compliance Officer as a record of security transactions by Access
Persons as required by the securities laws. The reports will be available
for reference during any compliance investigation.

Personal securities transactions will be reviewed by the Compliance Officer
for signs of any unusual trades or trading patterns which may indicate that
such trades are being made based on non-public material information or for
indications of other possible violations of this Code.

The Compliance Officer shall be responsible for distributing this Code to
each employee, officer and director of the Company and to other Access
Persons at least annually, and for identifying and advising such Access
Person of his or her status as such. The Compliance Officer shall be
responsible for maintaining the records required by Rule 17j-1 of the
Investment Company Act and Rule 204-2(a) (12) of the Investment Advisers Act
and by this Code and for reviewing all reports of transactions filed pursuant
to this Article to ascertain whether any violation of this Code may have
occurred, and shall report each violative or questionable transaction to the
Board of Directors of the Company. Such Officer may require other reports,
specially or periodically, at his or her discretion.

Any Access Person having purchased or sold any direct or indirect Beneficial
Interest in any security within 15 days of such security being considered for
purchase or sale by any client shall, as soon as s/he becomes aware of such
consideration, immediately report this fact and the nature of his or her
interest to the Compliance Officer. If feasible within the applicable time
constraints, such person shall refrain from participating in or influencing
any such recommendation within the specified 15-day period unless the
Compliance Officer has approved of such person's participation in the
recommendation process. If advance review with the Compliance Officer is not
practical due to applicable time constraints, however, than the Access
Person may participate in such recommendation process without such prior
approval from the Compliance Officer, but only on the condition that such
Access Person must report her or his participation in such recommendation
process to the Compliance Officer within 10 days after such participation.

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<PAGE>

VI. SANCTIONS.

Upon discovering a violation of this Code, the Board of Directors of the Company
may impose such sanctions as it deems appropriate. These may include, among
others, a request that any profits or reduction in losses realized by a person
subject to this Code resulting from the prohibited conduct be paid over to the
Company; a letter of censure; or suspension or termination of the person from
association with the Company. All material violations of this Code and any
sanctions imposed with respect thereto shall be reported periodically to the
Board of Directors of the Funds with respect to whose securities the violation
occurred.

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VII. DEFINITIONS.

"Access Person" means:

(1) Any director or officer of the Company;

(2) Any employee of the Company (or of any company in a control relationship
to the Company) who, in connection with her or his regular functions or
duties, makes, participates in, or obtains information regarding the
purchase or sale of a security by a client, or whose functions relate to
the making of any recommendation with respect to such purchases or sales,
including any employee who places orders or otherwise arranges for
transactions for any client but excluding any employee who received no
information about current recommendations or trading;

(3) Any natural person in a control relationship to the Company who obtains
information (other than publicly available information) concerning
recommendations made to any client with regard to the purchase or sale of
a security; and

(4) Such other persons as may be designated by the Compliance Officer.

"Beneficial Interest" is a pecuniary interest, as interpreted in the same
manner as in determining whether a person is subject to Section 16 of the
Securities Exchange Act of 1934 and the rules thereunder, except that the
determination of direct and indirect beneficial interest shall apply to all
securities which an Access Person has or acquires. This would include among
other examples, securities owned by a spouse or minor child, a relative who
shares your home, any present interest in a trust or estate, certain
interests in corporations and partnerships and most arrangements under which
you have a present right to acquire ownership of a security.

"Compliance Officer" shall be the person designated by the Board of Directors of
the Company to perform such duties, provided that to the extent that the person
so designated would otherwise be the direct subject of any particular decision
or action of the Compliance Officer, then, for the limited purposes of any such
decision or action, the President of the Company shall serve as the Compliance
Officer.

"Purchase or Sale of Securities" includes, inter alia, writing an option to
purchase or sell the security, the acquisition or disposition of an option,
warrant, right or other interest relating to a security, and any security
presently convertible into or exchangeable for a security held or to be acquired
by a client.

"Securities Held or to be Acquired" by a client or Fund means any security
which, within the most recent 15 days, (i) is or has been so held or (ii) is
being or has been so considered for purchase by such clients or Fund.