SAGE VARIABLE ANNUITY ACCOUNT A
485APOS, 2000-11-01
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    As filed with the Securities and Exchange Commission on November 1, 2000


                                                             File No. 333-44751
                                                             File No. 811-08581

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM N-4


       REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933          [ ]
              Pre-Effective Amendment No.__                             [ ]

              Post-Effective Amendment No. 7                            [X]



                          REGISTRATION STATEMENT UNDER
                      THE INVESTMENT COMPANY ACT OF 1940                [ ]


                            Amendment No. 20                            [X]



                       THE SAGE VARIABLE ANNUITY ACCOUNT A
                           (Exact Name of Registrant)

                     SAGE LIFE ASSURANCE OF AMERICA, INC.
                               (Name of Depositor)

                               300 Atlantic Street
                              Stamford, CT 06901
              (Address of Depositor's Principal Executive Offices)

                  Depositor's Telephone Number: (203) 602-6500

                                James F. Bronsdon
                      Sage Life Assurance of America, Inc.
                               300 Atlantic Street
                               Stamford, CT 06901

              (Name and Address of Agent for Service of Process)

                                    Copy to:
                                   Lynn Stone
                        Blazzard, Grodd & Hasenauer, P.C.
                               943 Post Road East
                               Westport, CT 06880




It is proposed that this filing become effective:


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



         ___ on _______________ pursuant to paragraph (b) of Rule 485;


         __ 60 days after filing pursuant to paragraph (a)(1) of Rule 485;


         _X_ on January 1, 2001 pursuant to paragraph (a)(1) of Rule 485;


         ___ 75 days after filing pursuant to paragraph (a)(2) of Rule 485; or

         ___ on ___ pursuant to paragraph (a)(2) of Rule 485.

Title of Securities: Interests in a separate account under flexible payment
deferred combination fixed and variable annuity contracts.



                        PROFILE DATED_______________

                 FLEXIBLE PAYMENT DEFERRED COMBINATION FIXED AND
                           VARIABLE ANNUITY CONTRACTS

                                    ISSUED BY

                     THE SAGE VARIABLE ANNUITY ACCOUNT A AND
                      SAGE LIFE ASSURANCE OF AMERICA, INC.

       THIS PROFILE IS A SUMMARY OF SOME IMPORTANT POINTS THAT YOU SHOULD
                 KNOW AND CONSIDER BEFORE PURCHASING A CONTRACT.
        THE CONTRACT IS MORE FULLY DESCRIBED IN THE FULL PROSPECTUS THAT
        ACCOMPANIES THIS PROFILE. PLEASE READ THAT PROSPECTUS CAREFULLY.

         "We,"  "us,"  "our,"  "Sage Life" or the  "Company"  refer to Sage Life
Assurance of America, Inc. "You" and "your" refer to the Owner of a Contract.

1.       WHAT ARE THE CONTRACTS?

         The Contracts are flexible payment fixed and variable annuity contracts
offered by Sage Life Assurance of America, Inc. Your Contract is a
contract between you, the Owner, and us, Sage Life.

         We  designed  the  Contract  for use in your  long-term  financial  and
retirement   planning.   It  provides  a  means  for  allocating  amounts  on  a
tax-deferred basis to our Variable Account and our Fixed Account.

         INVESTMENT  FLEXIBILITY.  You can invest among the  subdivisions of our
Variable  Account,  known as "Variable  Sub-Accounts,"  each  corresponding to a
different Fund. These Funds, listed in Section 4, are professionally managed and
use a broad  range of  investment  strategies  (growth  and  income,  aggressive
growth,  etc.), styles (growth,  value, etc.) and asset classes (stocks,  bonds,
international,  etc.).  You can select a mix of Funds to meet your financial and
retirement  needs and  objectives,  tolerance for risk,  and view of the market.
Amounts  you invest in these  Funds will  fluctuate  daily  based on  underlying
investment  performance.  So,  the  value of your  investment  may  increase  or
decrease.

         Through our Fixed Account,  you can invest to receive  guaranteed rates
of interest for periods we offer up to 10 years ("Guarantee  Periods").  We also
guarantee your principal while it remains in our Fixed Account.  However, if you
decide to surrender  your  Contract,  or transfer or access amounts in the Fixed
Account before the end of a Guarantee Period you have chosen, we ordinarily will
apply a Market Value Adjustment.  This adjustment reflects changes in prevailing
interest  rates since your  allocation  to the Fixed  Account.  The Market Value
Adjustment  may result in an increase  or  decrease in the amounts  surrendered,
transferred, or accessed.

         As your needs or financial or retirement goals change,  your investment
mix can change with them.  You may transfer  amounts among any of the investment
choices in our Fixed or Variable  Accounts  while  continuing  to defer  current
income taxes.

         SAFETY OF SEPARATE ACCOUNTS. Significantly, both our Fixed and Variable
Accounts are separate  investment  accounts of Sage Life. This provides you with
an  important  safety  feature:  we cannot  charge  the assets  supporting  your
allocations to these Accounts with liabilities arising out of any other business
we may conduct.

         The Contract also provides you with other important features, including
a death benefit, access to your money, and income plan options.

         ACCESS  TO  AMOUNTS  INVESTED.  The  Contract  provides  access to your
investment should you need it. During the savings,  or Accumulation  Phase, your
investment grows tax-free until withdrawn.  You decide how much to take and when
to take it (certain restrictions apply after the Accumulation Phase).

         Ordinarily,  once you access earnings, they are taxed as income. If you
access  earnings  before  you  are 59 1/2  years  old,  you  may  have to pay an
additional  10% federal tax  penalty.  Amounts you  surrender or withdraw may be
subject to a Market  Value  Adjustment  (positive  or  negative) if you take the
amount from the Fixed Account before the end of the applicable Guarantee Period.


<PAGE>



         PROTECTION FOR YOUR  BENEFICIARIES.  The Contract also provides a death
benefit  feature to protect your family  should you die during the  Accumulation
Phase. In the event of your untimely death,  the Beneficiary of your choice will
never receive less than you have invested in the Contract,  and may even receive
more. Your Beneficiary decides, within certain federal tax required limitations,
how to receive the death benefit.  Or, if your Beneficiary is your spouse, he or
she may take over the Contract and continue  deferring  taxes on any gain.  Your
spouse's starting Account Value would equal any death benefits payable.

         INCOME PAYMENTS.  The payout,  or Income Phase, of your Contract begins
when you inform us you want to start receiving regular income payments under one
of the various  income  plans we offer.  The amount you  accumulated  during the
Accumulation  Phase  determines the amount of income payments you receive during
the Income Phase. You can use your Account Value to provide income payments that
are  guaranteed,  or  income  payments  that  vary  with  underlying  investment
performance,  or a  combination  of both.  The income  payments can be for life,
which means you can't outlive them!

         A portion of each income  payment is ordinarily  considered a return of
your investment in the Contract. So, until you recover all of your investment in
the  Contract,  only the  portion  in excess of this  amount is taxed as income.
Other tax consequences may apply to Qualified Contracts.

         OPTIONAL  RIDERS.  Subject to state  availability and for an additional
charge,  you may purchase  either or both optional  riders offering a guaranteed
minimum income  benefit and an enhanced death benefit.  These riders can provide
additional  benefits that we discuss under "What Are My Income Payment  Options"
and "Does the Contract Have A Death Benefit."

2.       WHAT ARE MY INCOME PAYMENT OPTIONS?

         Once the Income Phase of your  Contract  begins,  we apply your Account
Value to provide you with regular income payments.

         You can tailor  your  income to meet your needs by  choosing  from five
different  income plans described  below. In explaining the income plans, we are
assuming that you designate yourself as the Annuitant. Of course, you always can
designate someone other than yourself as Annuitant.


[ ]   INCOME PLAN 1 -- LIFE ANNUITY:  You will receive payments for your life.

[     ] INCOME  PLAN 2 -- LIFE  ANNUITY  WITH 10 OR 20 YEARS  CERTAIN:  You will
      receive payments for your life.  However, if you die before the end of the
      guaranteed  certain period you select (10 or 20 years),  your  Beneficiary
      will receive the payments for the remainder of that period.

[     ] INCOME  PLAN 3 -- JOINT AND LAST  SURVIVOR  LIFE  ANNUITY:  We will make
      payments as long as either you or a second person you select (such as your
      spouse) is alive.



<PAGE>



[     ] INCOME  PLAN 4 --  PAYMENTS  FOR A SPECIFIED  PERIOD  CERTAIN:  You will
      receive payments for the number of years you select.  However,  if you die
      before the end of that period,  your Beneficiary will receive the payments
      for the remainder of the guaranteed certain period.

[     ]  INCOME  PLAN 5 --  ANNUITY  PLAN:  You can use  your  Account  Value to
      purchase  any  other  income  plan we  offer at the time you want to begin
      receiving  regular  income  payments for which you and the  Annuitant  are
      eligible.

         You tell us how  much of your  Account  Value to apply to fixed  income
payments and to variable  income  payments.  During the Income Phase,  you still
have all of the  investment  choices  you had  during  the  Accumulation  Phase.
However, we currently limit transfers among your investment choices.

         We will allocate the amount of Account Value you apply to provide fixed
income payments to the Fixed Account and invest it in the Guarantee  Periods you
select.  We guarantee the amount of each income payment,  and the amount of each
payment will remain level throughout the period you select.

         We will  allocate  the  amount of  Account  Value you apply to  provide
variable income payments to the Variable  Account and invest it in the Funds you
select.  The amount of each income payment will vary according to the investment
performance of those Funds.

         OPTIONAL GUARANTEED MINIMUM INCOME BENEFIT.  Subject to availability in
your state, at issue,  if you are 80 or younger,  you may ensure that guaranteed
minimum  lifetime  income payments are available on your Income Date by electing
the Guaranteed Minimum Income Benefit. You must satisfy the conditions set forth
in the rider to receive the benefit,  and there are charges  associated with the
benefit.  Once you purchase the Guaranteed  Minimum Income  Benefit,  you cannot
cancel it.

3.       HOW DO I PURCHASE A CONTRACT?

         In most cases, you may purchase a Contract with $25,000 or more through
an authorized registered representative.

         In addition,  subject to special rules for Contracts used in connection
with tax-qualified  retirement plans, you can make additional  purchase payments
of $1,000 or more to your Contract at any time during the Accumulation Phase.

4.       WHAT ARE MY INVESTMENT OPTIONS?

         There are over 40  investment  options  under the  Contracts  available
through our  Variable  and Fixed  Accounts.  These  choices  are  professionally
managed and allow for a broad range of investment  strategies,  styles and asset
classes. Additional investment options may be available in the future.

         Through our Variable Account you can choose to invest your money in one
or more of the Variable Sub-Accounts investing in the following Funds:

         =>     AIM VARIABLE INSURANCE FUNDS
                  -   AIM V.I. Government Securities Fund
                  -   AIM V.I. Growth and Income Fund
                  -   AIM V.I. International Equity Fund
                  -   AIM V.I. Value Fund

         =>     THE ALGER AMERICAN FUND

                  -   Alger American MidCap Growth Portfolio
                  -   Alger American Income and Growth Portfolio
                  -   Alger American Small Capitalization Portfolio

         =>     LIBERTY VARIABLE INVESTMENT TRUST

                  -  Colonial  High Yield  Securities  Fund,  Variable  Series
                  -  Colonial  Small Cap Value  Fund,  Variable  Series
                  -  Colonial Strategic Income Fund,  Variable Series
                  -  Colonial U.S. Growth and Income Fund,  Variable  Series
                  -  Liberty  All-Star  Equity Fund,  Variable Series
                  -  Newport Tiger Fund, Variable Series
                  -  Stein Roe Global Utilities Fund, Variable Series

         =>     STEINROE VARIABLE INVESTMENT TRUST

                  -   Stein Roe Growth Stock Fund, Variable Series
                  -   Stein Roe Balanced Fund, Variable Series

         =>     MFS(R) VARIABLE  INSURANCE  TRUST(SM)
                  -   MFS Growth With Income Series
                  -   MFS High Income  Series
                  -   MFS  Research  Series
                  -   MFS Total Return Series
                  -   MFS Capital Opportunities Series

         =>     THE UNIVERSAL INSTITUTIONAL FUNDS, INC.

                  -   The Global Equity Portfolio
                  -   The Mid Cap Value Portfolio
                  -   The Value Portfolio

         =>     OPPENHEIMER VARIABLE ACCOUNT FUNDS

                  -   Oppenheimer Bond Fund/VA
                  -   Oppenheimer Capital Appreciation Fund/VA
                  -   Oppenheimer Small Cap Growth Fund/VA

         =>     SAGE LIFE  INVESTMENT  TRUST
                  -   EAFE(R) Equity Index Fund
                  -   S&P 500 Equity Index Fund
                  -   Money Market Fund
                  -   Nasdaq-100 Index(R) Fund
                  -   All-Cap Growth Fund

         =>     T. ROWE PRICE EQUITY SERIES, INC.

                  -   T. Rowe Price Equity Income Portfolio
                  -   T. Rowe Price Mid-Cap Growth Portfolio
                  -   T. Rowe Price Personal Strategy Balanced Portfolio

         The  prospectuses  for the Trusts  describe the Funds in detail.  These
Funds do not provide any performance guarantees,  and their values will increase
or decrease depending upon investment performance.

         Through our Fixed Account you can choose to invest your money in one or
more of the different  Guarantee  Periods we offer.  We guarantee your principal
and interest rate when your investment is left in the Guarantee  Period until it
ends. You currently can choose periods of 1, 2, 3, 4, 5, 7, and 10 years. We may
offer different  Guarantee Periods for our DCA Fixed  Sub-Accounts.  However, if
you decide to surrender your Contract,  or transfer or access amounts before the
end of a  period  you have  chosen,  we  ordinarily  will  apply a Market  Value
Adjustment.  This Adjustment may be positive or negative  depending upon current
interest rates.

5.       WHAT ARE THE EXPENSES UNDER A CONTRACT?

         The Contract has insurance and  investment  features.  Each has related
costs. Below is a brief summary of the Contract's charges:

         SURRENDER  CHARGE - None!  There  are no  surrender  charges  under the
Contract.

         ANNUAL  ADMINISTRATION  CHARGE - During the first seven  Contract Years
only, we will deduct an annual $40 administration  charge.  However, there is no
charge if, at the time of deduction, your Account Value is at least $50,000.

         ASSET-BASED  CHARGES - Each  day,  we deduct  Asset-Based  Charges  for
mortality  and  expense  risks and for  certain  administrative  costs  from the
amounts you allocate to the Variable  Account.  The maximum charges equal, on an
annual basis,  1.40% of your Variable  Account Value,  decreasing to 1.25% after
the seventh Contract Year.

         PURCHASE  PAYMENT TAX CHARGE - We will deduct any state and local taxes
on purchase payments from Account Value when we incur such taxes. We reserve the
right to defer the  collection of this charge and deduct it against your Account
Value on the surrender of this Contract or  application  of the Account Value to
provide  income  payments.  This tax  charge  currently  ranges  from 0% to 3.0%
depending upon the state or locality.  We currently do not intend to deduct this
charge on or after the eighth Contract Year.

         OPTIONAL BENEFIT CHARGES - If you choose to purchase one or both of the
optional  benefit  riders  we offer,  we will  deduct a  separate  charge on the
Contract   Date  and   monthly   thereafter.   We  deduct   the  rider   charges
proportionately from the Variable and Fixed Sub-Accounts in which you are
invested.  On an annual  basis,  the charge for the  Guaranteed  Minimum  Income
Benefit  is 0.20% of  Account  Value.  On an annual  basis,  the  charge for the
Enhanced Death Benefit is 0.20% of Account Value.

         FUND FEES AND EXPENSES - There are also Fund fees and expenses that are
based on the average  daily value of the Funds.  Currently,  these Fund fees and
expenses range on an annual basis from .55% to 1.34% depending upon the Fund.

         Sage Life's business philosophy rewards our long-term customers. So,
after the seventh Contract Year we

              - eliminate  the Annual  Administration  Charge,
              - eliminate  the Purchase  Payment Tax  Charge,  if any,  and
              - reduce  Asset-Based Charges.

This means more of your investment is working for you over the long term!

The  following  chart is  designed  to help you  understand  expenses  under the
Contract. The charges include the charges for the optional riders. If we did not
include these charges, your expenses would be lower.

<TABLE>
<CAPTION>





                                                                                                   Examples of       Examples of
                                                                 Total       Total                    Total             Total
                                                                Annual      Annual      Total        Expenses        Expenses as
                                                               Insurance     Fund      Annual    Paid at the End   Paid at the End
                            Fund                                Charges     Charges    Charges     of 1 Year        of 10 Years
                            ----                                -------     -------    -------     ---------        -----------
<S>                                                              <C>          <C>         <C>       <C>               <C>
AIM VARIABLE INSURANCE FUNDS:
     AIM V.I. Government Securities Fund                          1.80%       0.90%      2.70%         $28             $341
     AIM V.I. Growth and Income Fund                              1.80        0.77       2.57           26              324
     AIM V.I. International Equity Fund                           1.80        0.97       2.77           28              350
     AIM V.I. Value Fund                                          1.80        0.76       2.56           26              323
THE ALGER AMERICAN FUND:
     Alger American MidCap Growth Portfolio                       1.80        0.85       2.65           27              335
     Alger American Income and Growth Portfolio                   1.80        0.70       2.50           26              315
     Alger American Small Capitalization Portfolio                1.80        0.90       2.70           28              341
LIBERTY VARIABLE INVESTMENT TRUST:
     Colonial High Yield Securities Fund, Variable Series         1.80        0.80       2.60           27              328
     Colonial Small Cap Value Fund, Variable Series               1.80        1.00       2.80           29              354
     Colonial Strategic Income Fund, Variable Series              1.80        0.75       2.55           26              322
     Colonial U.S. Growth and Income Fund, Variable Series        1.80        0.88       2.68           27              339
     Liberty All-Star Equity Fund, Variable Series                1.80        0.95       2.75           28              348
     Newport Tiger Fund, Variable Series                          1.80        1.21       3.01           31              381
     Stein Roe Global Utilities Fund, Variable Series             1.80        0.77       2.57           26              324
STEINROE VARIABLE INVESTMENT TRUST:
     Stein Roe Growth Stock Fund, Variable Series                 1.80        0.67       2.47           25              312
     Stein Roe Balanced Fund, Variable Series                     1.80        0.62       2.42           25              305
MFS(R) VARIABLE INSURANCE TRUST(SM):
     MFS Growth With Income Series                                1.80        0.88       2.68           27              339
     MFS High Income Series                                       1.80        0.91       2.71           28              343
     MFS Research Series                                          1.80        0.86       2.66           27              336
     MFS Total Return Series                                      1.80        0.90       2.70           28              341
     MFS Capital Opportunities Series                             1.80        0.91       2.71           28              343
</TABLE>


<TABLE>
<CAPTION>





                                                                                                   Examples of       Examples of
                                                                 Total       Total                    Total             Total
                                                                Annual      Annual      Total        Expenses        Expenses as
                                                               Insurance     Fund      Annual    Paid at the End   Paid at the End
                            Fund                                Charges     Charges    Charges     of 1 Year        of 10 Years
                            ----                                -------     -------    -------     ---------        -----------
<S>                                                           <C>          <C>         <C>       <C>               <C>
THE UNIVERSAL INSTITUTIONAL FUNDS, INC.:
     The Global Equity Portfolio                                  1.80%       1.15%      2.95%         $30             $373
     The Mid Cap Value Portfolio                                  1.80        1.05       2.85           29              361
     The Value Portfolio                                          1.80        0.85       2.65           27              335
OPPENHEIMER VARIABLE ACCOUNT FUNDS:
     Oppenheimer Bond Fund/VA                                     1.80        0.73       2.53           26              319
     Oppenheimer Capital Appreciation Fund/VA                     1.80        0.70       2.50           26              315
     Oppenheimer Small Cap Growth Fund/VA                         1.80        1.34       3.14           32              398
SAGE LIFE INVESTMENT TRUST:
     EAFE(R)Equity Index Fund                                     1.80        0.90       2.70           28              368
     S&P 500 Equity Index Fund                                    1.80        0.55       2.35           24              323
     Money Market Fund                                            1.80        0.65       2.45           25              336
     Nasdaq-100 Index(R) Fund                                     1.80        0.85       2.65           27              362
     All-Cap Growth Fund                                          1.80        1.10       2.90           30              394
T. ROWE PRICE EQUITY SERIES, INC.:
     T. Rowe Price Equity Income Portfolio                        1.80        0.85       2.65           27              335
     T. Rowe Price Mid-Cap Growth Portfolio                       1.80        0.85       2.65           27              335
     T. Rowe Price Personal Strategy Balanced Portfolio           1.80        0.90       2.70           28              341
</TABLE>

         Below is an  explanation  of what we  included  in each  column  of the
chart.

         The  column  "Total  Annual  Insurance  Charges"  shows  the sum of the
Asset-Based Charges and the Annual Administration Charge (for purposes of the
chart,  we assume the average  Account  Value is $50,000 and therefore we do not
include the Annual Administration Charge).

         The column "Total Annual Fund Charges"  shows the fees and expenses for
each Fund.

         The  charges  shown  for  the  following   funds  reflect  any  expense
reimbursement or waiver:

               -   Liberty Variable Investment Trust:  Colonial High Yield
                   Securities Fund, Variable Series and Colonial Small Cap
                   Value Fund, Variable Series.

               -   MFS(R) Variable Insurance Trust(SM):  MFS Capital
                   Opportunity Series and MFS High Income Series.

               -   The Universal Institutional Funds, Inc.:  The Global Equity
                   Portfolio; The Mid Cap Value Portfolio; and The Value
                   Portfolio.

               -   Sage Life  Investment  Trust:  EAFE(R) Equity Index Fund; S&P
                   500 Equity Index Fund; Money Market Fund; Nasdaq-100 Index(R)
                   Fund; and All-Cap Growth Fund.


         The charges for Sage Life Investment Trust's  Nasdaq-100  Index(R) Fund
and All-Cap  Growth Fund are based on the  estimated  expenses  that those Funds
expect to incur in their initial fiscal year.

         The  column  "Total  Annual  Charges"  shows the sum of  "Total  Annual
Insurance Charges" and "Total Annual Fund Charges."

         The last two columns show you examples of the charges, in dollars,  you
could pay under a Contract  for each  $1,000  you  invested  in that  Fund.  The
examples assume that your Contract earns 5% annually before charges.

         For more information  about expenses under a Contract,  please refer to
the "Fee Table" in the full Prospectus that accompanies this Profile.

6.       HOW WILL MY CONTRACT BE TAXED?

         During the Accumulation  Phase,  your earnings are not taxed unless you
take them out. If you take money out,  earnings  come out first and are taxed as
income.  If you are younger than 59 1/2 when you take money out, you also may be
charged a 10% federal tax penalty on the withdrawn earnings.

         Income payments during the Income Phase are considered  partly a return
of your original investment. That part of each payment is not taxable as income.
However,  once  you  have  recovered  all of your  original  investment,  income
payments then will be fully taxable.

         Special tax rules apply to withdrawals from Qualified Contracts,
including the Roth IRA.

7.       HOW DO I ACCESS MY MONEY?

         There are a number of ways to withdraw  money from your  Contract.  You
can tailor your income to meet your near-term or lifelong liquidity needs.

         During the  Accumulation  Phase,  if you want to take money out of your
Contract, you can choose among several different options.

              -   You can withdraw some of your money.

              -   You can surrender your Contract and take all of your money.

              -   You can withdraw money using our systematic partial withdrawal
                  program.

              -   You can apply your Account Value to an income plan.

         Keep in mind that if you take the amount from the Fixed Account  before
the  end of a  Guarantee  Period,  we  ordinarily  will  apply  a  Market  Value
Adjustment.  If you are younger than 59 1/2 when you take money out, you may owe
a 10%  federal  tax penalty in addition to the income tax that will apply to any
gain in your Contract.  Please remember that  withdrawals will reduce your death
benefit by the proportion that the withdrawal reduces your Account Value.

         Once you start  receiving  regular income  payments and if you selected
the "payments for a specified  period  certain"  income plan,  you may request a
full or partial withdrawal.

8.       HOW IS CONTRACT PERFORMANCE PRESENTED?

         Because as of December 31, 1999 our Variable  Sub-Accounts  had been in
operation  for less than a year,  we cannot show you how the Funds  performed in
the Variable Account in this Profile. We do, however,  include information about
Variable  Sub-Account  performance  in the  Prospectus.  When the Variable  Sub-
Accounts  have been in operation for a year or more, we will show you the Funds'
performance in this Profile using standard methods prescribed by the SEC.

         Please remember that the performance data represents past  performance.
Amounts  you  invest in the  Variable  Account  will  fluctuate  daily  based on
underlying  Fund  investment  performance,  so the value of your  investment may
increase or decrease.

9.       DOES THE CONTRACT HAVE A DEATH BENEFIT?

         Your Contract provides a death benefit for your Beneficiary.

         We will pay a death  benefit to the  Beneficiary  of your choice in the
event of your untimely  death prior to the Income Phase.  This provides  comfort
knowing your Beneficiary will receive the greatest of the following:

              -  the current Account Value on the date we receive proof of
                 death;

              -  the sum of all  purchase  payments  you have  invested  in your
                 Contract,  reduced  proportionately  by  the  amount  that  any
                 withdrawals  you have made  (including  any  associated  Market
                 Value Adjustment incurred) reduced Account Value; or

              -  the highest anniversary value on or before you reach age 80.

         We determine the highest  anniversary  value in the  following  manner.
When we receive proof of death, we will calculate an anniversary  value for each
Contract  Anniversary  before the date of the Owner's death,  but not beyond the
Owner's attained age 80. An anniversary value for a Contract  Anniversary equals
(1) the Account Value on that Contract Anniversary,  (2) increased by the dollar
amount of any purchase  payments  made since the Contract  Anniversary,  and (3)
reduced  proportionately  by any  withdrawals  (including any associated  Market
Value  Adjustment   incurred)  taken  since  that  Contract   Anniversary.   (By
proportionately,  we take the percentage by which the  withdrawal  decreases the
Account  Value and we  reduce  the sum of (1) and (2) by that  percentage.)  The
greatest of these anniversary values is your highest anniversary value.

         OPTIONAL ENHANCED DEATH BENEFIT. Subject to availability in your state,
at the time we issue the Contract,  if you are 79 or younger, you may supplement
the basic death  benefit by  purchasing  the Enhanced  Death  Benefit.  You must
satisfy the conditions set forth in the rider to receive the benefit,  and there
are charges  associated  with the benefit.  Once you purchase the Enhanced Death
Benefit,  you may not cancel it. The Enhanced  Death Benefit can only be elected
when you buy the Contract.

10.      WHAT OTHER INFORMATION SHOULD I KNOW?

         The Contract  has several  additional  features  available to you at no
additional charge:

         FREE LOOK RIGHT:  You have the right to return  your  Contract to us at
our Customer Service Center or to the registered  representative  who sold it to
you,  and have us cancel the  Contract.  You must return the  Contract  within a
certain  number of days  specified by your state  (usually 10) from the date you
received the Contract.

         If you  exercise  this right,  we will  cancel your  Contract as of the
Business  Day we  receive  it. We will send you a refund  equal to your  Account
Value plus any  Asset-Based  Charges  and  Purchase  Payment Tax Charges we have
deducted on or before the date we received the returned Contract. If required by
the law of your state, we will refund you the greater of your Account Value plus
charges we have deducted or your initial purchase payment,  less any withdrawals
previously  taken.  In the states  where we are  required to return the purchase
payment less withdrawals,  if you allocated amounts to the Variable Account,  we
will temporarily  allocate those amounts to the Money Market  Sub-Account  (that
is, the  Variable  Sub-Account  investing  in the Money Market Fund of Sage Life
Investment Trust) until the Free Look Period ends.


<PAGE>



         DOLLAR-COST AVERAGING PROGRAM: Under our optional Dollar-Cost Averaging
Program,  you may  transfer a set dollar  amount  systematically  from the Money
Market Sub-Account and/or from specially designated Fixed Sub-Accounts (the "DCA
Fixed  Sub-Accounts")  to any other  Variable  Sub-Account,  subject  to certain
limitations.  By investing the same amount on a regular basis, you don't have to
worry about timing the market. Since you invest the same amount each period, you
automatically  acquire  more units when market  values fall and fewer units when
they rise.  The potential  benefit is to lower your average cost per unit.  This
strategy does not guarantee  that any Fund will gain in value.  It also will not
protect  against a decline in value if market prices fall.  However,  if you can
continue to invest regularly throughout changing market conditions, this program
can be an effective way to help meet your long-term or retirement  goals. Due to
the effect of interest that continues to be paid on the amount  remaining in the
Money  Market  Sub-Account  or the DCA Fixed  Sub-Account,  the amounts  that we
transfer will vary slightly from month to month.

         ASSET  ALLOCATION  PROGRAM:  An optional  Asset  Allocation  Program is
available  if you do not  wish to  make  your  own  investment  decisions.  This
investment  planning  tool is  designed  to find an asset mix that  attempts  to
achieve the highest  expected  return based upon your  tolerance  for risk,  and
consistent with your needs and objectives. Bear in mind that the use of an asset
allocation model does not guarantee investment results.

         AUTOMATIC  PORTFOLIO   REBALANCING   PROGRAM:  Our  optional  Automatic
Portfolio  Rebalancing  Program  can help  prevent a  well-conceived  investment
strategy from becoming  diluted over time.  Investment  performance  will likely
cause the allocation  percentages  you originally  selected to shift.  With this
program,   you  can  instruct  us  to  automatically   rebalance  your  Variable
Sub-Account   allocations   to  your  original   percentages   on  a  quarterly,
semi-annual, or annual basis. Money invested in the Fixed Account is not part of
this program.

11.      HOW CAN I MAKE INQUIRIES?

         If you need further information about the Contracts,  please contact an
authorized registered representative or write or call us at our Customer Service
Center.  The address and telephone  number of our Customer Service Center office
is P.O. Box 290680, Wethersfield, CT 06129-0680 and (877) 835-7243 (Toll Free).



                      PROSPECTUS DATED ________________

                  FLEXIBLE PAYMENT DEFERRED COMBINATION FIXED
                         AND VARIABLE ANNUITY CONTRACTS
                                   ISSUED BY
                    THE SAGE VARIABLE ANNUITY ACCOUNT A AND
                     SAGE LIFE ASSURANCE OF AMERICA, INC.


Executive Office:                         Customer Service Center:
300 Atlantic Street                       P.O. Box 290680
Stamford, CT 06901                        Wethersfield, CT 06129-0680
                                          Telephone: (877) 835-7243 (Toll Free)



         This Prospectus  describes flexible payment deferred  combination fixed
and variable  annuity  contracts for individuals and groups offered by Sage Life
Assurance of America,  Inc. We designed the Contracts for use in your  long-term
financial and retirement  planning.  The Contracts provide a means for investing
on a tax-deferred  basis in our Variable Account and our Fixed Account.  You can
purchase  a  Contract  by  making a  minimum  initial  purchase  payment.  After
purchase,  you  determine  the  amount  and  timing of any  additional  purchase
payments.

         You may allocate  purchase  payments and transfer  Account Value to our
Variable  Account and/or our Fixed Account within certain  limits.  The Variable
Account has over 30 Sub-Accounts.  Through our Fixed Account,  you can choose to
invest your money in one or more of 7 different Guarantee Periods.

         Each  Variable  Sub-Account  invests  in a  corresponding  Fund  of the
following Trusts (collectively, the "Trusts"):

              -   AIM Variable Insurance Funds
              -   The Alger American Fund
              -   Liberty Variable Investment Trust
              -   SteinRoe Variable Investment Trust
              -   MFS(R)Variable Insurance Trust(SM)
              -   The Universal Institutional Funds, Inc.
              -   Oppenheimer Variable Account Funds
              -   Sage Life Investment Trust
              -   T. Rowe Price Equity Series, Inc.

         Your Account Value will vary daily with the  investment  performance of
the Variable Sub-Accounts and any interest we credit under our Fixed Account. We
do not  guarantee  any minimum  Account  Value for  amounts you  allocate to the
Variable Account. We do guarantee principal and a minimum fixed rate of interest
for  specified  periods of time on amounts you  allocate  to the Fixed  Account.
However, amounts you withdraw,  surrender,  transfer, or apply to an income plan
from  the  Fixed  Account  before  the  end of an  applicable  Guarantee  Period
ordinarily will be subject to a Market Value  Adjustment,  which may increase or
decrease these amounts.

         The Statement of Additional Information contains more information about
the Contracts and the Variable  Account,  is dated the same as this  Prospectus,
and is incorporated herein by reference. The Table of Contents for the Statement
of Additional Information is on page __ of this Prospectus. We filed it with the
Securities  and Exchange  Commission.  You may obtain a copy of the Statement of
Additional Information free of charge by contacting our Customer Service Center,
or by accessing the Securities and Exchange Commission's website at
http://www.sec.gov.

         THIS PROSPECTUS INCLUDES BASIC INFORMATION ABOUT THE CONTRACTS THAT
YOU SHOULD KNOW BEFORE INVESTING. PLEASE READ THIS PROSPECTUS CAREFULLY AND
KEEP IT FOR FUTURE REFERENCE. THE TRUST PROSPECTUSES CONTAIN IMPORTANT
INFORMATION ABOUT THE FUNDS. YOUR REGISTERED REPRESENTATIVE CAN PROVIDE THESE
PROSPECTUSES TO YOU BEFORE YOU INVEST.

         THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED THESE CONTRACTS
OR DETERMINED IF THIS PROSPECTUS IS ACCURATE OR COMPLETE.  ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.

         VARIABLE  ANNUITY  CONTRACTS  ARE NOT  DEPOSITS OR  OBLIGATIONS  OF, OR
ENDORSED OR GUARANTEED BY, ANY BANK, NOR ARE THEY FEDERALLY INSURED OR OTHERWISE
PROTECTED BY THE FDIC, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY;  THEY ARE
SUBJECT TO INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL.


<TABLE>
<CAPTION>
===================================================================================================
                                TABLE OF CONTENTS
===================================================================================================
<S>                                                                                         <C>
INDEX OF TERMS..................................................................................

FEE TABLE.......................................................................................

1.     WHAT ARE THE CONTRACTS?..................................................................
       Your Options.............................................................................
       Transfers................................................................................

2.     WHAT ARE MY INCOME PAYMENT OPTIONS?......................................................
       Your Choices.............................................................................
       Income Payment Amounts...................................................................

3.     HOW DO I PURCHASE A CONTRACT?...........................................................
       Initial Purchase Payment................................................................
       Issuance of a Contract..................................................................
       Free Look Right to Cancel Your Contract.................................................
       Making Additional Purchase Payments.....................................................
       When We May Cancel Your Contract........................................................

4.     WHAT ARE MY INVESTMENT OPTIONS?.........................................................
       Purchase Payment Allocations............................................................
       Variable Sub-Account Investment Options.................................................
       Fixed Account Investment Options........................................................
       Transfers...............................................................................
       Transfer Programs.......................................................................
       Values Under Your Contract..............................................................

5.     WHAT ARE THE EXPENSES UNDER A CONTRACT?.................................................
       Surrender Charge........................................................................
       Annual Administration Charge............................................................
       Transfer Charge.........................................................................
       Asset-Based Charges.....................................................................
       Purchase Payment Tax Charge.............................................................
       Optional Benefit Charges................................................................
       Fund Annual Expenses....................................................................
       Additional Information..................................................................

6.     HOW WILL MY CONTRACT BE TAXED?..........................................................
       Introduction............................................................................
       Taxation of Non-Qualified Contracts.....................................................
       Taxation of a Qualified Contract........................................................
       Transfers, Assignments, or Exchanges of a Contract......................................
       Possible Tax Law Changes................................................................

7.     HOW DO I ACCESS MY MONEY?...............................................................
       Withdrawals.............................................................................
       Requesting Payments.....................................................................


8.     HOW IS CONTRACT PERFORMANCE PRESENTED?..................................................
       Yield...................................................................................
       Total Return............................................................................
       Performance/Comparisons.................................................................

9.     DOES THE CONTRACT HAVE A DEATH BENEFIT?.................................................
       Owner's Death Before the Income Date....................................................
       Owner's Death After the Income Date.....................................................
       Owner's or Annuitant's Death After the Income Date......................................
       Optional Enhanced Death Benefit Rider...................................................
       Proof of Death..........................................................................

10.    WHAT OTHER INFORMATION SHOULD I KNOW?...................................................
       Separate Accounts.......................................................................
       Modification............................................................................
       Distribution of the Contracts...........................................................
       Experts.................................................................................
       Legal Proceedings.......................................................................
       Reports to Contract Owners..............................................................
       Authority to Make Agreements............................................................
       Financial Statements....................................................................

11.    HOW CAN I MAKE INQUIRIES................................................................

12.    ADDITIONAL INFORMATION ABOUT SAGE LIFE ASSURANCE OF AMERICA, INC........................

TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL
INFORMATION...................................

APPENDIX A - MARKET VALUE ADJUSTMENT..........................................................A-1

APPENDIX B - DOLLAR COST AVERAGING PROGRAM....................................................B-1

APPENDIX C - CONTRACTS ISSUED BEFORE JANUARY 1, 2001..........................................C-1

APPENDIX D - GUARANTEED MINIMUM INCOME BENEFIT................................................D-1

APPENDIX E - ENHANCED DEATH BENEFIT...........................................................E-1
</TABLE>

         This Prospectus does not constitute an offering in any  jurisdiction in
which such offering may not lawfully be made.



==============================================================================
                                 INDEX OF TERMS
==============================================================================

         We tried to make this  Prospectus  as readable  and  understandable  as
possible. To help you to understand how the Contract works, we have used certain
terms with special meanings. We define the terms below.

         ACCOUNT  VALUE -- The Account  Value is the entire amount we hold under
your Contract during the Accumulation  Phase. It equals the sum of your Variable
Account Value and Fixed Account Value.

         ACCUMULATION PHASE -- The Accumulation Phase is the period during which
you accumulate savings under your Contract.

         ACCUMULATION UNIT -- An Accumulation Unit is the unit of measure we use
before the Income Date to keep track of the value of each Variable Sub-Account.

         ANNUITANT -- The Annuitant is the natural  person whose age  determines
the maximum Income Date and the amount and duration of income payments involving
life  contingencies.  The  Annuitant may also be the person to whom we will make
any payment starting on the Income Date.

         ASSET-BASED CHARGES -- The Asset-Based Charges are charges for
mortality and expense risks and for administrative costs assessed daily
against the assets of the Variable Account.

         BENEFICIARY -- The  Beneficiary is the person or persons to whom we pay
a death benefit if any Owner dies before the Income Date.

         BUSINESS DAY -- A Business  Day is any day the New York Stock  Exchange
("NYSE") is open for regular trading,  exclusive of (i) Federal  holidays,  (ii)
any day on which an emergency  exists  making the disposal or fair  valuation of
assets in the Variable Account not reasonably practicable,  and (iii) any day on
which the  Securities  and Exchange  Commission  ("SEC")  permits a delay in the
disposal or valuation of assets in the Variable Account.



<PAGE>



         CONTRACTS -- The Contracts are flexible  payment  deferred  combination
fixed  and  variable  annuity  contracts.  In some  jurisdictions,  we issue the
Contracts directly to individuals. In most jurisdictions, however, the Contracts
are only  available  as a group  contract.  We issue a group  Contract  to or on
behalf  of a  group.  Individuals  who are  part of a group  to which we issue a
Contract receive a certificate that recites  substantially all of the provisions
of the group Contract.  Throughout this Prospectus and unless otherwise  stated,
the term  "Contract"  refers  to  individual  Contracts,  group  Contracts,  and
certificates for group Contracts.

         CONTRACT  ANNIVERSARY -- A Contract  Anniversary is each anniversary of
the Contract Date.

         CONTRACT DATE -- The Contract  Date is the date an individual  Contract
or a certificate for a group Contract is issued at our Customer Service Center.

         CONTRACT  YEAR -- A  Contract  Year is  each  consecutive  twelve-month
period beginning on the Contract Date and the anniversaries thereof.

         EXPIRATION  DATE -- The Expiration  Date is the last day in a Guarantee
Period.

         FIXED ACCOUNT -- The Fixed Account is The Sage Fixed  Interest  Account
A. It is a  separate  investment  account  of ours  into  which  you may  invest
purchase  payments or transfer  Account Value. In certain states we refer to the
Fixed Account as the Interest Account or Interest Separate Account.

         FUND  -- A  Fund  is  an  investment  portfolio  in  which  a  Variable
Sub-Account invests.

         GENERAL  ACCOUNT -- An account  that  consists of all our assets  other
than those held in any separate investment accounts.

         INCOME DATE -- The Income Date is the date you select for your  regular
income payments to begin.

         INCOME  PHASE -- The Income  Phase starts on the Income Date and is the
period during which you receive regular income payments.

         INCOME  UNIT  -- An  Income  Unit  is the  unit  of  measure  we use to
calculate the amount of income payments under a variable income plan option.

         MARKET VALUE  ADJUSTMENT -- A Market Value  Adjustment is a positive or
negative  adjustment  that  ordinarily  applies to a surrender,  withdrawal,  or
transfer,  and to  amounts  applied to an income  plan from a Fixed  Sub-Account
before the end of its Guarantee Period.

         NET ASSET VALUE -- Net Asset Value is the price of one share of a
Fund.

         OWNER  -- The  Owner  is the  person  or  persons  who  owns (or own) a
Contract. Provisions relating to action by the Owner mean, in the case of joint
Owners,  both Owners acting  jointly.  In the context of a Contract  issued on a
group basis, Owners refer to holders of certificates under the group Contract.

         SATISFACTORY  NOTICE --  Satisfactory  Notice is notice or request  you
make or  authorize,  in a form  satisfactory  to us,  received  at our  Customer
Service Center.

         SURRENDER  VALUE -- The  Surrender  Value is the amount we pay you upon
surrender of your Contract  before the Income Date. It reflects the  calculation
of any applicable charge, including the Market Value Adjustment.

         VALUATION  PERIOD -- The  Valuation  Period is the period  between  one
calculation of an Accumulation Unit value and the next calculation.

         VARIABLE  ACCOUNT -- The Variable  Account is The Sage Variable Annuity
Account A. It is a separate investment account of ours into which you may invest
purchase payments or transfer Account Value.

         "WE", "US", "OUR",  "SAGE LIFE" or the "COMPANY" is Sage Life Assurance
of America, Inc.

         "YOU" or "YOUR" is the Owner of a Contract.

===============================================================================
                                    FEE TABLE
===============================================================================

         The  purpose  of this Fee Table is to assist you in  understanding  the
expenses  that  you will pay  directly  or  indirectly  when you  invest  in the
Contract.

TRANSACTION EXPENSES

<TABLE>
<S>                                                                                            <C>
Sales Load Imposed on Purchases (as a percentage of purchase payments)...........................None
Surrender Charge.................................................................................None

Maximum Transfer Charge(1)
     First 12 transfers in a Contract Year........................................................$ 0
     After 12th transfer in a Contract Year.......................................................$25

Annual Administration Charge

     Contract Years 1-7(2)........................................................................$40
     After Contract Year 7........................................................................$ 0
</TABLE>

         In  addition,  we may deduct the amount of any state and local taxes on
purchase  payments from your Account Value when we incur such taxes.  We reserve
the right to defer  collection of this charge and deduct it against your Account
Value when you surrender your Contract or apply your Account Value to provide
income payments. We refer to this as the Purchase Payment Tax Charge.

VARIABLE ACCOUNT ANNUAL EXPENSES(3) (deducted daily as a percentage of the
assets of the Variable Account)

<TABLE>
<CAPTION>

                                                                          CONTRACT YEARS
                                                                          --------------
                                                                          1-7            8+
                                                                          ---         -----
<S>                                                                   <C>           <C>
                    Mortality and Expense Risk Charge                   1.25%         1.10%
                    Asset-Based Administrative Charge                   0.15%         0.15%
                                                                        -----         -----
                    Total Asset-Based Charges                           1.40%         1.25%
</TABLE>

OPTIONAL BENEFIT ANNUAL EXPENSES (deducted monthly as a percentage of your Fixed
and Variable Account Values)

<TABLE>
<S>                                                                                                             <C>
         Guaranteed Minimum Income Benefit Charge..........................................0.20%
         Enhanced Death Benefit Charge.....................................................0.20%
         Total Optional Annual Benefit Charges.............................................0.40%
</TABLE>

FUND CHARGES

         The fees and  expenses  for each of the Funds (as a  percentage  of net
assets) for the year ended  December 31, 1999 are shown in the following  table.
For more  information on these fees and expenses,  see the  prospectuses for the
Trusts. Certain figures shown are net of fee waivers or expense  reimbursements.
We cannot guarantee that these fee waivers or reimbursements will continue.

FUND ANNUAL EXPENSES (as a percentage of average daily net assets of a Fund)


<TABLE>
<CAPTION>

                                                                                                                TOTAL EXPENSES
                                                                                                                 (BEFORE FEE
                                                                                                                 WAIVERS AND
                                                                                                               REIMBURSEMENTS,
                            FUND                               MANAGEMENT                                        AS APPLICABLE
                                                                  FEES                        TOTAL EXPENSES    AND, INCLUDING
                                                               (AFTER FEE    OTHER EXPENSES     (AFTER FEE      MAXIMUM 12b-1
                                                                 WAIVER,         (AFTER         WAIVERS AND        FEE [NOT
                                                                    AS       REIMBURSEMENT,   REIMBURSEMENTS,     CURRENTLY
                                                              APPLICABLE)     AS APPLICABLE)   AS APPLICABLE)      CHARGED])
                            ----                              ------------   ---------------  ---------------  ----------------
<S>                                                          <C>             <C>              <C>              <C>
AIM VARIABLE INSURANCE FUNDS:
   AIM V.I. Government Securities Fund.................            0.50%          0.40%            0.90%              N/A
   AIM V.I. Growth and Income Fund.....................            0.61           0.16             0.77               N/A
   AIM V.I. International Equity Fund..................            0.75           0.22             0.97               N/A
   AIM V.I. Value Fund.................................            0.61           0.15             0.76               N/A
THE ALGER AMERICAN FUND:
   Alger American MidCap Growth Portfolio..............            0.80           0.05             0.85               N/A
   Alger American Income and Growth Portfolio..........            0.625          0.075            0.70               N/A
   Alger American Small Capitalization Portfolio.......            0.85           0.05             0.90               N/A
LIBERTY VARIABLE INVESTMENT TRUST:
   Colonial High Yield Securities Fund, Variable Series            0.60(4)        0.20(4)          0.80(4)           1.88%
   Colonial Small Cap Value Fund, Variable Series......            0.80(4)        0.20(4)          1.00(4)           4.46
   Colonial Strategic Income Fund, Variable Series.....            0.65           0.10             0.75               N/A
   Colonial U.S. Growth and Income Fund, Variable Series           0.80           0.08             0.88              0.88
   Liberty All-Star Equity Fund, Variable Series.......            0.80           0.15             0.95(4)           0.95
   Newport Tiger Fund, Variable Series.................            0.90           0.31             1.21              1.21
   Stein Roe Global Utilities Fund, Variable Series....            0.65           0.12             0.77              0.77
STEINROE VARIABLE INVESTMENT TRUST:                                                                                   N/A
   Stein Roe Growth Stock Fund, Variable Series........            0.50           0.17             0.67               N/A
   Stein Roe Balanced Fund, Variable Series............            0.45           0.17             0.62               N/A
MFS(R) VARIABLE INSURANCE TRUST(SM):                                                                                  N/A
   MFS Growth with Income Series.......................            0.75           0.13(5)          0.88(5)            N/A
   MFS High Income Series..............................            0.75(5)        0.16(5)          0.91(5)           0.97
   MFS Research Series.................................            0.75           0.11(5)          0.86(5)            N/A
   MFS Total Return Series.............................            0.75           0.15(5)          0.90(5)            N/A
   MFS Capital Opportunities Series....................            0.75(5)        0.16(5)          0.91(5)           1.02
THE UNIVERSAL INSTITUTIONAL FUNDS, INC.:
   The Global Equity Portfolio.........................            0.47(6)        0.68(6)          1.15(6)            N/A
   The Mid Cap Value Portfolio.........................            0.43(6)        0.62(6)          1.05(6)            N/A
   The Value Portfolio.................................            0.18(6)        0.67(6)          0.85(6)            N/A
OPPENHEIMER VARIABLE FUNDS:
   Oppenheimer Bond Fund/VA............................            0.72           0.01             0.73               N/A
   Oppenheimer Capital Appreciation Fund/VA............            0.68           0.02             0.70               N/A
   Oppenheimer Small Cap Growth Fund/VA................            0.65           0.59             1.34               N/A
SAGE LIFE INVESTMENT TRUST:
   EAFE(R) Equity Index Fund*..........................            0.73(7)        0.17(7)          0.90(7)           1.32
   S&P 500 Equity Index Fund**.........................            0.38(7)        0.17(7)          0.55(7)           0.97
   Money Market Fund...................................            0.48(7)        0.17(7)          0.65(7)           1.07
   Nasdaq-100 Index(R) Fund***.........................            0.80(8)        0.05(8)          0.85(8)           1.15
   All-Cap Growth Fund.................................            0.99(8)        0.11(8)          1.10(8)           1.46
T. ROWE PRICE EQUITY SERIES, INC.:
   T. Rowe Price Equity Income Portfolio...............            0.85(9)        0.00             0.85               N/A
   T. Rowe Price Mid-Cap Growth Portfolio..............            0.85(9)        0.00             0.85               N/A
   T. Rowe Price Personal Strategy Balanced Portfolio..            0.90(9)        0.00             0.90               N/A
</TABLE>
- -------------
(1)      Currently, we do not assess a transfer charge.

(2)      In some states, the charge is $30.  We waive the Annual Administration
         Charge  if the  Account  Value  is at  least  $50,000  on the  date  of
         deduction.

(3)      If you bought your Contract before January 1, 2001, we deduct the
         Asset-Based Charges on a monthly basis during the Accumulation Phase
         (see Appendix C). See "What Are The Expenses Under A Contract?"

(4)      Without fee waivers and expense  reimbursements,  the management  fees,
         the  other  expenses,  and  total  expenses  for each of the  following
         Liberty  Variable  Investment  Trust Funds during 1999 would have been:
         Colonial High Yield  Securities  Fund,  Variable  Series 0.60%,  1.28%,
         1.88%; and Colonial Small Cap Value Fund,  Variable Series 0.80%, 3.66%
         and 4.46%.

(5)      Without fee waivers and expense  reimbursements,  the management  fees,
         the other  expenses,  and total  expenses for each of the following MFS
         Variable Insurance Trust Funds during 1999 would have been: MFS Capital
         Opportunity  Series 0.75%,  0.27% and 1.02%; and MFS High Income Series
         0.75%,  0.22%, and 0.97%. In addition,  each Fund has an expense offset
         arrangement  which  reduces  the  Fund's  custodian  fee based upon the
         amount of cash  maintained  by the Fund with its custodian and dividend
         disbursing  agent.  Each Fund may  enter  into  such  arrangements  and
         directed  brokerage  arrangements,  which would also have the effect of
         reducing Fund expenses. "Other Expenses" do not take into account these
         expense  reductions,  and are therefore higher than the actual expenses
         of the Fund. Had these fee reductions  been taken into account,  "Total
         Expenses (after fee waivers and  reimbursements,  as applicable)" would
         be lower and would equal:  MFS Growth with Income Series -- 0.87%;  MFS
         High Income Series -- 0.90%;  MFS Research  Series -- 0.85%;  MFS Total
         Return Series -- 0.89%; and MFS Capital Opportunities Series -- 0.90%.

(6)      Without fee waivers and expense  reimbursements,  the management  fees,
         the other  expenses,  and total  expenses for each of the following The
         Universal  Institutional Funds, Inc. Funds during 1999 would have been:
         Global  Equity  Portfolio  0.80%,  0.68%,  and  1.48%;  Mid  Cap  Value
         Portfolio 0.75%,  0.62%,  and 1.37%; and Value Portfolio 0.55%,  0.67%,
         and 1.22%.

(7)      Without fee waivers and expense reimbursements, total expenses for
         each of the Sage Life Investment Trust funds during 1999 would have
         been: EAFE(R) Equity Index Fund 1.07%; S&P 500 Equity Index Fund
         0.72%; and Money Market Fund 0.82%. In addition, a Rule 12b-1 Plan
         (the "Plan") has been adopted by each Fund, pursuant to which up to
         0.25% may be deducted from Fund assets. No Plan payments were made
         during 1999, and no payments will be made under the plan prior to May
         1, 2001.

(8)      The expenses of Sage Life Investment Trust's  Nasdaq-100  Index(R) Fund
         and All-Cap Growth Fund are based on the estimated  expenses that those
         Funds expect to incur in their initial fiscal year. Without fee waivers
         and expense reimbursements,  total expenses for the Nasdaq-100 Index(R)
         Fund during 2000 would be estimated to be 0.90% and total
         expenses for the All-Cap  Growth Fund during 2000 would be estimated to
         be 1.21%. In addition, a Rule 12b-1 Plan has been adopted by each Fund,
         pursuant  to which up to 0.25% may be  deducted  from Fund  assets.  No
         payments will be made under the Plan prior to May 1, 2001.

(9)      For each of the portfolios in the T. Rowe Price Equity Series,
         management fees include operating expenses.


*        The EAFE(R) Index is the exclusive  property of Morgan Stanley  Capital
         International ("MSCI").  This Fund is not sponsored,  endorsed, sold or
         promoted by MSCI or any affiliate of MSCI.

**       S&P 500(R) is a trademark of the  McGraw-Hill  Companies,  Inc. and has
         been licensed for use by Sage  Advisors,  Inc. The S&P 500 Equity Index
         Fund is not sponsored, endorsed, sold or promoted by Standard & Poor's,
         and  Standard  &  Poor's   makes  no   representation   regarding   the
         advisability of investing in the Fund.

***      The  Nasdaq-100(R),  Nasdaq-100  Index(R),  and  Nasdaq(R) are trade or
         service  marks  of The  Nasdaq  Stock  Market,  Inc.  (which  with  its
         affiliates  are the  Corporations),  and are  licensed  for use by Sage
         Advisors,  Inc. The product has not been passed on by the  Corporations
         as to its legality or suitability. The product is not issued, endorsed,
         sold,  or  promoted  by the  Corporations.  THE  CORPORATIONS  MAKE  NO
         WARRANTIES AND BEAR NO LIABILITIES WITH RESPECT TO THE PRODUCT.

EXAMPLES

         The purpose of the following  examples is to  demonstrate  the expenses
that you would pay on a $1,000 investment in the Variable Account.  We calculate
the examples  based on the fees and charges  shown in the tables  above,  and we
assume that the fee waivers and reimbursements shown above will continue.  For a
more complete description of these expenses,  see "What Are The Expenses Under A
Contract?" and see the prospectuses for the Trusts. The examples assume that the
initial purchase  payment is $50,000,  and that you have invested all your money
in the Variable Account.0

         You should not consider the examples a representation of past or future
expenses.  Actual expenses may be greater or less than those shown. In addition,
we do not  reflect  Purchase  Payment  Tax  Charges.  These  charges  may  apply
depending on the state where the Contract is sold. You might also incur transfer
fees if you make more than twelve  transfers  in a Contract  Year,  however,  we
currently do not deduct the transfer charge. See "Transfer Charge."

         The  assumed 5% annual rate of return is  hypothetical.  You should not
consider it to be a representation of past or future annual returns; both may be
greater or less than this assumed rate.

         You would  pay the  following  expenses  on a $1,000  initial  purchase
payment, assuming a 5% annual return on assets and the charges listed in the Fee
Table above.


<PAGE>



         The  first  series of  examples  do not  reflect  the  charges  for the
optional  Guaranteed  Minimum Income Benefit ("GMIB") and the optional  Enhanced
Death Benefit ("EDB").  If these charges were reflected,  your expenses would be
higher. The second series of examples reflect the GMIB and EDB charges.

<TABLE>
<CAPTION>



                                                                                       WITHOUT GMIB AND EDB CHARGES
                                                                                      IF YOU REMAIN IN YOUR CONTRACT
                                   FUND                                                   OR YOU ANNUITIZE AT THE
                                   ----                                                   END OF EACH TIME PERIOD
                                                                            ----------------------------------------------------
                                                                              1 YEAR      3 YEARS      5 YEARS      10 YEARS
                                                                              ------      -------      -------      --------
<S>                                                                         <C>         <C>           <C>          <C>
AIM VARIABLE INSURANCE FUNDS:
     AIM V.I. Government Securities Fund...............................         $24          $74         $130          $290
     AIM V.I. Growth and Income Fund...................................          22           70          123           273
     AIM V.I. International Equity Fund................................          24           77          134           299
     AIM V.I. Value Fund...............................................          22           70          122           272
THE ALGER AMERICAN FUND:
     Alger American MidCap Growth Portfolio............................          23           73          127           283
     Alger American Income and Growth Portfolio........................          22           68          119           264
     Alger American Small Capitalization Portfolio.....................          24           74          130           290
</TABLE>

<TABLE>
<CAPTION>




                                                                                       WITHOUT GMIB AND EDB CHARGES
                                                                                      IF YOU REMAIN IN YOUR CONTRACT
                                   FUND                                                   OR YOU ANNUITIZE AT THE
                                   ----                                                   END OF EACH TIME PERIOD
                                                                            ----------------------------------------------------
                                                                              1 YEAR      3 YEARS      5 YEARS      10 YEARS
                                                                              ------      -------      -------      --------
<S>                                                                         <C>         <C>           <C>          <C>
LIBERTY VARIABLE INVESTMENT TRUST:
     Colonial High Yield Securities Fund, Variable Series..............         $23          $71         $125          $277
     Colonial Small Cap Value Fund, Variable Series....................          25           78          136           303
     Colonial Strategic Income Fund, Variable Series...................          22           69          122           270
     Colonial U.S. Growth and Income Fund, Variable Series.............          23           74          129           287
     Liberty All-Star Equity Fund, Variable Series.....................          24           76          133           296
     Newport Tiger Fund, Variable Series...............................          27           84          148           330
     Stein Roe Global Utilities Fund, Variable Series..................          22           70          123           273
STEINROE VARIABLE INVESTMENT TRUST:
     Stein Roe Growth Stock Fund, Variable Series......................          21           67          117           260
     Stein Roe Balanced Fund, Variable Series..........................          21           65          114           254
MFS(R) VARIABLE INSURANCE TRUST(SM):
     MFS Growth With Income Series.....................................          23           74          129           287
     MFS High Income Series............................................          24           75          131           291
     MFS Research Series...............................................          23           73          128           285
     MFS Total Return Series...........................................          24           74          130           290
     MFS Capital Opportunities Series..................................          24           75          131           291
THE UNIVERSAL INSTITUTIONAL FUNDS, INC.:
     The Global Equity Portfolio.......................................          26           82          144           322
     The Mid Cap Value Portfolio.......................................          25           79          139           309
     The Value Portfolio...............................................          23           73          127           283
OPPENHEIMER VARIABLE ACCOUNT FUNDS:
     Oppenheimer Bond Fund/VA..........................................          22           69          121           268
     Oppenheimer Capital Appreciation Fund/VA..........................          22           68          119           264
     Oppenheimer Small Cap Growth Fund/VA..............................          28           89          155           346
SAGE LIFE INVESTMENT TRUST:
     EAFE(R)Equity Index Fund..........................................          24           77          139           317
     S&P 500 Equity Index Fund.........................................          20           66          119           272
     Money Market Fund.................................................          21           69          125           284
     Nasdaq-100 Index(R) Fund..........................................          23           76          136           310
     All-Cap Growth Fund...............................................          26           84          150           342
T. ROWE PRICE EQUITY SERIES, INC.:
     T. Rowe Price Equity Income Portfolio.............................          23           73          127           283
     T. Rowe Price Mid-Cap Growth Portfolio............................          23           73          127           283
     T. Rowe Price Personal Strategy Balanced Portfolio................          24           74          130           290
</TABLE>

<TABLE>
<CAPTION>
                                                                                       WITHOUT GMIB AND EDB CHARGES
                                                                                      IF YOU REMAIN IN YOUR CONTRACT
                                   FUND                                                   OR YOU ANNUITIZE AT THE
                                   ----                                                   END OF EACH TIME PERIOD
                                                                            --------------------------------------------------
                                                                              1 YEAR      3 YEARS      5 YEARS      10 YEARS
                                                                              ------      -------      -------      --------
<S>                                                                           <C>         <C>           <C>          <C>
AIM VARIABLE INSURANCE FUNDS:
     AIM V.I. Government Securities Fund.................................       $28          $87         $153         $341
     AIM V.I. Growth and Income Fund.....................................        26           83          146          324
     AIM V.I. International Equity Fund..................................        28           90          157          350
     AIM V.I. Value Fund.................................................        26           83          145          323
THE ALGER AMERICAN FUND:
     Alger American MidCap Growth Portfolio..............................        27           86          150          335
     Alger American Income and Growth Portfolio..........................        26           81          142          315
     Alger American Small Capitalization Portfolio.......................        28           87          153          341
LIBERTY VARIABLE INVESTMENT TRUST:
     Colonial High Yield Securities Fund, Variable Series................        27           84          147          328
     Colonial Small Cap Value Fund, Variable Series......................        29           90          159          354
     Colonial Strategic Income Fund, Variable Series.....................        26           82          144          322
     Colonial U.S. Growth and Income Fund, Variable Series...............        27           87          152          339
     Liberty All-Star Equity Fund, Variable Series.......................        28           89          156          348
     Newport Tiger Fund, Variable Series.................................        31           97          170          381
     Stein Roe Global Utilities Fund, Variable Series....................        26           83          146          324
STEINROE VARIABLE INVESTMENT TRUST:
     Stein Roe Growth Stock Fund, Variable Series........................        25           80          140          312
     Stein Roe Balanced Fund, Variable Series............................        25           78          137          305
MFS(R) VARIABLE INSURANCE TRUST:(SM)
     MFS Growth With Income Series.......................................        27           87          152          339
     MFS High Income Series..............................................        28           88          153          343
     MFS Research Series.................................................        27           86          151          336
     MFS Total Return Series.............................................        28           87          153          341
     MFS Capital Opportunities Series....................................        28           88          153          343
THE UNIVERSAL INSTITUTIONAL FUNDS, INC.:
     The Global Equity Portfolio.........................................        30           95          167          373
     The Mid Cap Value Portfolio.........................................        29           92          161          361
     The Value Portfolio.................................................        27           86          150          335
OPPENHEIMER VARIABLE ACCOUNT FUNDS:
     Oppenheimer Bond Fund/VA............................................        26           82          143          319
     Oppenheimer Capital Appreciation Fund/VA............................        26           81          142          315
     Oppenheimer Small Cap Growth Fund/VA................................        32          101          178          398
SAGE LIFE INVESTMENT TRUST:
     EAFE(R) Equity Index Fund...........................................        28           90          162          368
     S&P 500 Equity Index Fund...........................................        24           79          142          323
     Money Market Fund...................................................        25           82          148          336
     Nasdaq-100 Index(R) Fund............................................        27           88          159          362
     All-Cap Growth Fund.................................................        30           97          173          394
T. ROWE PRICE EQUITY SERIES, INC.:
     T. Rowe Price Equity Income Portfolio...............................        27           86          150          335
     T. Rowe Price Mid-Cap Growth Portfolio..............................        27           86          150          335
     T. Rowe Price Personal Strategy Balanced Portfolio..................        28           87          153          341
</TABLE>


         No information about  Accumulation Unit Values is provided because,  as
of December 31, 1999, we have not begun to market the Contracts.

==============================================================================
1.  WHAT ARE THE CONTRACTS?
==============================================================================

         The  Contracts  are flexible  payment  deferred  combination  fixed and
variable  annuity  Contracts.  They  are  designed  for  use in  your  long-term
financial and retirement planning;  and provide a means for investing amounts on
a tax-deferred basis in our Variable Account and our Fixed Account.

         Under  the  terms  of the  Contract,  we  promise  to pay  you  (or the
Annuitant,  if the Owner is other than an individual)  regular  income  payments
after the Income Date.  Until the Income Date, you may make additional  purchase
payments  under the Contract,  and will  ordinarily not be taxed on increases in
the value of your  Contract as long as you do not take  distributions.  When you
use the Contract in connection  with  tax-qualified  retirement  plans,  federal
income taxes may be deferred on your purchase payments, as well as on increases
in the value of your Contract. However, if you would like to purchase a Contract
in connection with a tax-qualified  retirement plan,  please carefully  consider
the costs and benefits of the Contract  (including  income payments) before your
purchase  since  the   tax-qualified   retirement   plan  itself   provides  for
tax-sheltered growth. See "How Will My Contract Be Taxed?" The Contracts may not
be available in all states or in all markets.  Your Contract may differ from the
descriptions below because of the requirements of the state where we issued your
Contract.  If you purchased  your Contract  before  January 1, 2001,  please see
Appendix  C for  certain  provisions  applicable  to  your  Contract.  Generally
Contracts purchased after January 1, 2001 will have the provisions  described in
this  Prospectus.  However,  in certain  states,  the  provisions  described  in
Appendix C will apply.  Please  contact our  Customer  Service  Center to see if
these provisions apply to your Contract.

YOUR OPTIONS

         When  you make  purchase  payments,  you can  allocate  those  purchase
payments to one or more of the  subdivisions of the Variable  Account,  known as
"Variable  Sub-Accounts."  We will invest  purchase  payments  you allocate to a
Variable  Sub-Account solely in its corresponding  Fund. Your Account Value in a
Variable  Sub-Account will vary according to the investment  performance of that
Fund.  Depending on market conditions,  your value in each Variable  Sub-Account
could increase or decrease.  We do not guarantee a minimum  value.  You bear the
risk of investing in the  Variable  Account.  We call the total of the values in
the Variable Sub-Accounts the "Variable Account Value."

         You can also  allocate  purchase  payments  to our Fixed  Account.  See
"Fixed  Account   Investment   Option."  The  Fixed  Account   includes   "Fixed
Sub-Accounts"  to which we credit  fixed  rates of  interest  for the  Guarantee
Periods you select.  We call the total of the values in the Fixed  Sub-Accounts,
the "Fixed Account Value." We currently  offer Guarantee  Periods with durations
of 1, 2, 3, 4, 5, 7,  and 10  years.  If any  amount  allocated  or  transferred
remains in a Guarantee  Period until the  Expiration  Date, its value will equal
the amount  originally  allocated  or  transferred,  multiplied,  on an annually
compounded  basis, by its guaranteed  interest rate. We will ordinarily  apply a
Market  Value  Adjustment  to any  surrender,  withdrawal,  transfer,  or amount
applied to an income plan from a Fixed  Sub-Account  before its Expiration Date.
The Market  Value  Adjustment  may  increase or decrease  the value of the Fixed
Sub-Account (or portion thereof) being surrendered,  withdrawn,  transferred, or
applied to an income plan. See "Market Value Adjustment."

         We also offer you two optional benefits for an additional charge -- the
GMIB and EDB.  These riders can provide  additional  benefits that we discuss in
"What Are My  Income  Payment  Options"  and  "Does  the  Contract  Have A Death
Benefit."

TRANSFERS

         Subject to certain  conditions,  you can transfer  Account  Value three
ways:

         -        From one Variable Sub-Account to another;

         -        From a Fixed Sub-Account to a Variable Sub-Account; or

         -        From a Variable Sub-Account to a Fixed Sub-Account.

         We may offer other variable  annuity  contracts that also invest in the
same Funds  offered under the  Contracts.  These  contracts  may have  different
charges and they may offer different benefits.

===============================================================================
2.  WHAT ARE MY INCOME PAYMENT OPTIONS?
===============================================================================

YOUR CHOICES

         You have  several  choices to make  concerning  your  Income  Payments.
First,  you choose the Income  Date when you want  regular  income  payments  to
begin.  The Income Date you choose must be on or before the first calendar month
following the  Annuitant's  95th birthday.  We reserve the right to require that
your Income Date be at least two years after the Contract Date. Then, you select
an income plan from the list below,  and  indicate  whether you want your income
payments to be fixed or variable or a  combination  of fixed and  variable.  You
must give Satisfactory Notice of your choices at least 30 days before the Income
Date,  and you must have at least $5,000 of Account Value to apply to a variable
or fixed income plan.

         On the Income  Date,  we will use the Account  Value under the Contract
(adjusted for any Market Value  Adjustment,  if  applicable)  to provide  income
payments.  Unless you request otherwise,  we will use any Variable Account Value
to provide variable income payments,  and we will use any Fixed Account Value to
provide  fixed  income  payments.  If you have not chosen an income  plan by the
Income Date, a "life annuity with 10 years  certain"  (described  below) will be
used.

         The available income plans are:

         -   INCOME PLAN 1  --  Life Annuity - You will receive payments for
             your life.

         -   INCOME  PLAN 2 -- Life  Annuity  with 10 or 20 Years  Certain - You
             will receive payments for your life. However, if you die before the
             end of the  guaranteed  certain period you select (10 or 20 years),
             your  Beneficiary  will receive the  payments for the  remainder of
             that period.

         -   INCOME  PLAN 3 -- Joint and Last  Survivor  Life  Annuity - We will
             make  payments as long as either you or a second  person you select
             (such as your spouse) is alive.

         -   INCOME PLAN 4 -- Payments for a Specified Period Certain - You will
             receive  payments for the number of years you select.  However,  if
             you die  before  the  end of that  period,  your  Beneficiary  will
             receive the payments for the remainder of the guaranteed certain
             period.

         -   INCOME PLAN 5 -- Annuity Plan - You can use your  Account  Value to
             purchase  any  other  income  plan we offer at the time you want to
             begin  receiving  regular  income  payments  for  which you and the
             Annuitant are eligible.

INCOME PAYMENT AMOUNTS

         We will base your first income payment,  whether fixed or variable,  on
the amount of proceeds  applied  under the income plan you have  selected and on
the "annuity  purchase rates." These rates vary based on the Annuitant's age and
sex, and if  applicable,  upon the age and sex of a second person you designate.
The  annuity  purchase  rate we apply will never be lower than the rate shown in
your Contract.

         If you told us you want fixed income payments,  we guarantee the amount
of each income payment, and it remains level throughout the period you selected.

         If you told us you want variable  income  payments,  the amount of each
payment  will vary  according  to the  investment  performance  of the Funds you
selected.

         VARIABLE INCOME PAYMENTS. To calculate your initial and future variable
income  payments,  we  need  to  make an  assumption  regarding  the  investment
performance of the Funds you select. We call this your assumed  investment rate.
This rate is simply the total return,  after expenses,  you need to earn to keep
your variable income  payments level.  Rather than building in our own estimate,
we will allow you to tailor your variable  income payments to meet your needs by
giving you a choice of rates.  Currently,  you may select  either 2.5% or 6%; if
you do not select a rate, we will apply the 2.5% rate. (We may offer other rates
in the  future).  The lower the rate,  the lower your  initial  variable  income
payment,  but the better your payments will keep pace with  inflation  (assuming
positive investment  performance).  Conversely,  the higher the rate, the higher
your initial  variable  income  payment,  but the less likely your payments will
keep pace with inflation (assuming positive investment performance).

         For  example,  if you  select 6%,  this  means  that if the  investment
performance,  after  expenses,  of your  Funds is less than 6%,  then the dollar
amount  of your  variable  income  payment  will  decrease.  Conversely,  if the
investment  performance,  after expenses, of your Funds is greater than 6%, then
the dollar amount of your income payments will increase.

         If you told us that you want a life  annuity,  it is possible  that you
could only receive one payment.

         Your income payments will be made monthly, unless you choose quarterly,
semi-annual or annual payments by giving us Satisfactory Notice at least 30 days
before the Income Date.  Payments start on the Income Date. Each payment must be
at least $100. If any payment would be less than $100, we may change the payment
frequency to the next longer interval, but in no event less frequent than
annual.  Also,  if on the Income Date,  the Account Value is less than $5,000,
we may pay the Surrender Value on that date in one sum.

         OPTIONAL  GUARANTEED  MINIMUM  INCOME  BENEFIT  RIDER.  The  GMIB is an
optional  rider  that  ensures,  if you  satisfy  the  rider's  conditions,  the
availability of guaranteed  minimum lifetime income payments on the Income Date.
Regardless of investment  experience,  this rider guarantees that you will never
receive  income  payments that are less than the GMIB.  For a particular  Income
Plan and frequency of payment,  we determine the GMIB by multiplying  (a) by (b)
where:

         a)  is the Highest Anniversary Value determined on the Income Date;
             and

         b)  is the  applicable  Monthly Income Payment rate per $1,000 shown in
             the Income Tables in your Contract Schedule.

         We then  compare  the  GMIB to  what  we  would  pay you if you had not
elected the GMIB rider.  We  determine  this  amount by  applying  your  current
Account  Value to our then current  monthly  income rate per $1,000 (the current
monthly income rates may be more  favorable  than the guaranteed  rates shown in
the Contract to calculate the GMIB).  We will pay you the amount that results in
higher income payments.

         The  Highest  Anniversary  Value  is  the  greatest  anniversary  value
attained in the following  manner.  We will calculate an  anniversary  value for
each Contract Anniversary before your Income Date, excluding,  however, Contract
Anniversaries  that come after you attain age 80 or before the effective date of
the GMIB rider. An anniversary value for a Contract Anniversary equals:

         - the Account Value on that Contract Anniversary;

         - increased by the dollar amount of any purchase payments made since
           that Contract Anniversary; and

         - reduced  by the  proportion  that any  withdrawal  taken  since  that
           anniversary  (including applicable surrender charges and Market Value
           Adjustment) reduced Account Value.

         We show an example of how the GMIB works in Appendix D.

         CONTRACT  CONTINUATION  OPTION.  An  Owner's  surviving  spouse  who is
eligible to continue the Contract under the Contract  Continuation  Option,  may
also be eligible to continue  this rider.  To do so, the  surviving  spouse must
give our Customer  Service  Center  notice within 30 days of the Business Day we
receive  proof of the Owner's  death.  If the spouse is eligible  under our then
existing  rules,  we will  continue  the rider and assess  charges  based on the
spouse's  attained age and our then current charges.  The rider's effective date
for  purposes of  reviewing  Contract  Anniversaries  to  determine  the Highest
Anniversary  Value will be the Business Day the new Owner elects to continue the
rider. All of the other terms and conditions of the rider will continue as
before.

         WHEN MAY YOU ELECT THE GMIB?  You may take  income  payments  using the
GMIB on any Contract Anniversary,  or the thirty-day period that follows,  after
(a) the Contract has been in effect for seven years,  and (b) the  Annuitant has
attained age 60.

         INCOME PLANS AVAILABLE WITH THE GMIB. You may elect to use the GMIB
with the following Income Plans in your Contract:

         - Income Plan 1.  Fixed Life Annuity;
         - Income Plan 2. Fixed Life Annuity with 10 or 20 Years Certain;  and
         - Income Plan 3. Fixed Joint and Last Survivor Annuity.


         You may also elect any other  Income  Plan we offer on the Income  Date
for which you and the Annuitant are then eligible and we then make available for
use with the GMIB.

     OTHER GMIB TERMS AND CONDITIONS.

         - The GMIB must be purchased at time of application;

         - The Annuitant must be age 80 or younger at the time your Contract is
           issued;

         - The purchase of the GMIB as an optional  benefit is  irrevocable  and
           charges  for  the  GMIB  will  remain  in  force  for as long as your
           Contract remains in force, or until your Income Date if sooner.

         IMPORTANT  CONSIDERATIONS REGARDING THE GMIB. While a GMIB does provide
a guaranteed income, a GMIB MAY NOT BE APPROPRIATE FOR ALL INVESTORS. You should
understand the GMIB completely and analyze it thoroughly before you purchase the
GMIB.


         -  A GMIB does not in any way guarantee the performance of any Fund, or
            any other investment option under your Contract.

         -  Once purchased, the GMIB is irrevocable.  This means that before the
            Income Date if current  monthly  income payment rates per $1,000 and
            the investment  performance of the Funds are such as would result in
            higher  income  payments than would be the case under the GMIB using
            guaranteed monthly income payment rates, the GMIB charges will still
            be assessed.

         -  The GMIB in no way  restricts  or limits  your rights to take income
            payments at other times  permitted under your Contract -- therefore,
            you should consider the GMIB as an income payment "floor."

         -  Please take  advantage  of the  guidance  of a  qualified  financial
            adviser in evaluating the GMIB options, as well as all other
            aspects of your Contract.

         -  The GMIB may not be approved in all states.

==============================================================================
3.  HOW DO I PURCHASE A CONTRACT?
==============================================================================

INITIAL PURCHASE PAYMENT

         You may purchase a Contract for use in  connection  with  tax-qualified
retirement  plans  ("Qualified  Contracts")  or  on a  non-tax  qualified  basis
("Non-Qualified  Contracts").  To purchase a Contract, you and the Annuitant you
select  may not be more than 85 years old on the  Contract  Date.  We  require a
minimum initial purchase payment of $25,000.

ISSUANCE OF A CONTRACT

         Once we receive your initial  purchase  payment and your application at
our Customer  Service  Center,  we will usually issue your  Contract  within two
Business Days.  However,  if you did not give us all the information we need, we
will try to contact you to get the needed information. If we cannot complete the
application  within five  Business  Days, we will either send your money back or
obtain  your  permission  to keep your  money  until we  receive  the  necessary
information.  Your  Contract Date will be the date we issue your Contract at our
Customer Service Center.

FREE LOOK RIGHT TO CANCEL YOUR CONTRACT

         During your "Free Look" Period, you may cancel your Contract.  The Free
Look Period  usually ends 10 days after you receive your  Contract.  Some states
may require a longer  period.  If you decide to cancel your  Contract,  you must
return it to our Customer Service Center or to one of our authorized  registered
representatives.  We will send you a refund equal to your Account Value plus any
Asset-Based  Charges and  Purchase  Payment  Tax Charges we have  deducted on or
before  the date we receive  your  returned  Contract  at our  Customer  Service
Center.  If required by the law of your state, we will refund you the greater of
your Account Value plus the Asset-Based Charges and Purchase Payment Tax Charges
we  have  deducted  or  your  initial  purchase  payment  less  any  withdrawals
previously taken. In those latter states where this requirement  exists, we will
temporarily  invest  amounts you allocated to the Variable  Account to the Money
Market  Sub-Account  until we deem the Free Look Period to end. See "What Are My
Investment Options."

MAKING ADDITIONAL PURCHASE PAYMENTS

         You may make additional  purchase  payments of $1,000 or more (a lesser
minimum amount may apply to Qualified  Contracts;  contact our Customer  Service
Center) at any time before the Income Date, subject to the following conditions.
We will accept additional purchase payments as shown in the chart
below:

<TABLE>
<CAPTION>

                   ======================================================================================
                                                     RESTRICTIONS ON ACCEPTANCE OF ADDITIONAL
                           CONTRACT TYPE                       PURCHASE PAYMENTS
                   --------------------------------------------------------------------------------------
<S>                                             <C>
                   Non-Qualified                 Accepted until the earlier of the year in which you
                   Contract                      attain age 85 or the year in which the Annuitant
                                                 attains age 85.
                   --------------------------------------------------------------------------------------
                   Qualified                     Contract   Accepted  until  the
                                                 year in  which  you  attain  70
                                                 1/2, except  contributions to a
                                                 Roth     IRA    or     rollover
                                                 contributions may be made until
                                                 the  year in which  you  attain
                                                 age 85.
                   ======================================================================================
</TABLE>


         You must obtain our prior approval  before you make a purchase  payment
that causes the Account  Value of all  annuities  that you  maintain  with us to
exceed $1,000,000.

         We will credit any purchase payment received after the Contract Date to
your  Contract  as of the  Business  Day on which we receive it at our  Customer
Service Center. We will deem purchase payments received on other than a Business
Day as received on the next following Business Day.

WHEN WE MAY CANCEL YOUR CONTRACT

         If you have not made a  purchase  payment  for more  than two years and
your Account Value is less than $2,000 on a Contract Anniversary,  we may cancel
your Contract and pay you the Surrender Value as though you had surrendered.  We
will give you written notice at your address of record.  However,  we will allow
you 61 days  from the date of that  notice  to  submit  an  additional  purchase
payment in an amount  sufficient  to maintain  your  Account  Value at $2,000 or
more. If we have not received the required  additional  purchase  payment by the
end of this period, we may cancel your Contract.

=============================================================================
4.  WHAT ARE MY INVESTMENT OPTIONS?
=============================================================================

PURCHASE PAYMENT ALLOCATIONS

         When you apply for a  Contract,  you  specify  the  percentage  of your
initial and  additional  purchase  payments  to be  allocated  to each  Variable
Sub-Account  and/or to each Fixed  Sub-Account.  You can  change the  allocation
percentages at any time by sending Satisfactory Notice to our Customer Service
Center.  The change will apply to all  purchase  payments we receive on or after
the date we  receive  your  request.  Purchase  payment  allocations  must be in
percentages  totaling  100%,  and  each  allocation  percentage  must be a whole
number.

         We may, however,  require that an initial purchase payment allocated to
a Variable  Sub-Account be temporarily  invested in the Money Market Sub-Account
during  the Free Look  Period.  We will  require  this if the law of your  state
requires us to refund your full initial  purchase  payment less any  withdrawals
previously  taken,  should you cancel your Contract during the Free Look Period.
At the end of the Free Look Period,  if we  temporarily  allocated  your initial
purchase payment to the Money Market Sub-Account,  we will transfer the value of
what is in the Money  Market  Sub-Account  to the  Variable  Sub-Account(s)  you
specified  in your  application.  Solely  for the  purpose  of  processing  this
transfer from the Money Market Sub-Account, we will deem the Free Look Period to
end 15 days  after the  Contract  Date.  This  transfer  from the  Money  Market
Sub-Account to the Variable Sub-Accounts at the end of the Free Look Period does
not count as a transfer for any other purposes under the Contract.

VARIABLE SUB-ACCOUNT INVESTMENT OPTIONS

         The  Variable  Account has over 30  Sub-Accounts,  each  investing in a
specific Fund.  Each of the Funds is either an open-end  diversified  management
investment company or a separate investment  portfolio of such a company, and is
managed  by a  registered  investment  adviser.  The  Funds,  as well  as  brief
descriptions of their  investment  objectives,  are provided below.  There is no
assurance that these  objectives will be met. Not every Fund may be available in
every state or in every market.

                          AIM VARIABLE INSURANCE FUNDS

         AIM V.I. GOVERNMENT SECURITIES FUND.  This Fund seeks to achieve a
high level of current income consistent with reasonable concern for safety of
principal by investing in debt securities issued, guaranteed or otherwise
backed by the United States Government.

         AIM V.I. GROWTH AND INCOME FUND.  This Fund's primary objective is
growth of capital with a secondary objective of current income.

         AIM V.I. INTERNATIONAL EQUITY FUND.  This Fund seeks to provide
long-term growth of capital by investing in a diversified portfolio of
international equity securities whose issuers are considered to have strong
earnings momentum.

         AIM V.I.  VALUE FUND.  This Fund seeks to achieve  long-term  growth of
capital  by  investing  primarily  in equity  securities  judged  by the  Fund's
investment  advisor  to be  undervalued  relative  to the  investment  adviser's
appraisal  of the current or  projected  earnings of the  companies  issuing the
securities,  or  relative  to  current  market  values  of  assets  owned by the
companies  issuing the  securities or relative to the equity  market  generally.
Income is a secondary objective.

         A I M Advisers, Inc. advises the AIM Variable Insurance Funds.

                             THE ALGER AMERICAN FUND

         ALGER  AMERICAN  MIDCAP  GROWTH  PORTFOLIO.  This Fund seeks  long-term
capital  appreciation.  It focuses on midsize  companies with  promising  growth
potential.  Under normal  circumstances,  the portfolio invests primarily in the
equity securities of companies having a market  capitalization  within the range
of companies in the S&P MidCap 400 Index.

         ALGER AMERICAN INCOME AND GROWTH  PORTFOLIO.  This Fund primarily seeks
to provide a high level of dividend  income;  its  secondary  goal is to provide
capital   appreciation.   The  Portfolio   invests  in  dividend  paying  equity
securities,  such as common or  preferred  stocks,  preferably  those  which the
Manager believes also offer opportunities for capital appreciation.

         ALGER  AMERICAN  SMALL  CAPITALIZATION   PORTFOLIO.   This  Fund  seeks
long-term appreciation.  It focuses on small,  fast-growing companies that offer
innovative   products,   services  or  technologies   to  a  rapidly   expanding
marketplace. Under normal circumstances,  the portfolio invests primarily in the
equity  securities of small  capitalization  companies.  A small  capitalization
company is one that has a market  capitalization within the range of the Russell
2000 Growth Index or the S&P SmallCap 600 Index.

         Fred Alger Management, Inc. advises The Alger American Fund.

                        LIBERTY VARIABLE INVESTMENT TRUST

         COLONIAL HIGH YIELD SECURITIES FUND,  VARIABLE SERIES.  This Fund seeks
current income and total return by investing  primarily in lower rated corporate
debt securities (commonly referred to as "junk bonds").

         COLONIAL  SMALL CAP  VALUE  FUND,  VARIABLE  SERIES.  This  Fund  seeks
long-term  growth  by  investing  primarily  in  smaller  capitalization  equity
securities.

         COLONIAL STRATEGIC INCOME FUND, VARIABLE SERIES. This Fund seeks a high
level of current income, as is consistent with prudent risk and maximizing total
return, by diversifying investments primarily in U.S. and foreign government and
lower rated corporate debt securities.

         COLONIAL U.S. GROWTH AND INCOME FUND, VARIABLE SERIES. This Fund seeks
long-term growth and income by investing primarily in large capitalization
equity securities. Up to 10% of its assets may be invested in debt securities.

         LIBERTY ALL-STAR EQUITY FUND,  VARIABLE  SERIES.  This Fund seeks total
investment  return,  comprised of  long-term  capital  appreciation  and current
income,  through  investment  primarily  in a  diversified  portfolio  of equity
securities.

         NEWPORT TIGER FUND, VARIABLE SERIES. This Fund seeks long-term capital
growth by investing primarily in equity securities of companies located in the
nine Tigers of Asia (Hong Kong, Singapore, South Korea, Taiwan, Malaysia,
Thailand, Indonesia, The People's Republic of China and the Philippines).

         STEIN ROE GLOBAL UTILITIES FUND, VARIABLE SERIES.  This Fund seeks
current income and long-term growth of capital by investing primarily in U.S.
and foreign securities of utility companies.

         Liberty Advisory Services Corp. provides investment management and
advisory services to the Liberty Variable Investment Trust.  Colonial
Management Associates, Inc. sub-advises the High Yield Securities Fund, the
U.S. Growth and Income Fund, the Small Cap Value Fund, and the Strategic Income
Fund.  Stein Roe & Farnham Incorporated sub-advises the Global Utility Fund.
Newport Fund Management, Inc. sub-advises the Tiger Fund.  Liberty Asset
Management Company sub-advises the All-Star Fund.

                       STEINROE VARIABLE INVESTMENT TRUST

         STEIN ROE GROWTH STOCK FUND.  This Fund seeks long-term growth of
capital through investment primarily in common stocks.

         STEIN ROE BALANCED FUND.  This Fund seeks high total investment return
through a changing mix of equities, debt securities, and cash.

         Stein Roe & Farnham Incorporated advises the SteinRoe Variable
Investment Trust.

                        MFS(R) VARIABLE INSURANCE TRUST(SM)

         MFS GROWTH  WITH INCOME  SERIES.  This Fund seeks  long-term  growth of
capital and income. The Fund invests,  under normal market conditions,  at least
65% of its  total  assets  in  common  stock  and  related  securities,  such as
preferred  stocks,  convertible  securities  and  depositary  receipts for those
securities. These securities may be listed on a securities exchange or traded in
the  over-the-counter  markets.  While the Fund may invest in  companies  of any
size, the Fund generally focuses on companies with larger market capitalizations
that  the  Fund's  adviser  believes  have  sustainable   growth  prospects  and
attractive valuations based on current and expected earnings or cash flow.

         MFS HIGH  INCOME  SERIES.  This  Fund  seeks  high  current  income  by
investing primarily in a professionally  managed diversified  portfolio of fixed
income securities,  some of which may involve equity features. The Fund invests,
under normal market  conditions,  at least 80% of its total assets in high yield
fixed  income  securities.  Fixed  income  securities  offering the high current
income sought by the series generally are lower rated bonds (junk bonds).

         MFS RESEARCH  SERIES.  This Fund seeks to provide  long-term  growth of
capital and future income. The Fund 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 depositary  receipts.  The Fund
focuses on companies that the Fund's adviser  believes have favorable  prospects
for long-term growth, attractive valuations based on current and expected
earnings or cash flow, dominant or growing market share and superior
management.

         MFS  TOTAL  RETURN  SERIES.   This  Fund  primarily   seeks  to  obtain
above-average  income  (compared  to a  portfolio  entirely  invested  in equity
securities)  consistent  with  prudent  employment  of  capital;  its  secondary
objective is to take advantage of opportunities for growth of capital and income
since many  securities  offering a better than  average  yield may also  possess
growth potential. The Fund is a "balanced fund," and invests in a combination of
equity and fixed income  securities.  Under normal market  conditions,  the Fund
invests  (i) at least  40%,  but not more than 75%,  of its net assets in common
stocks  and  related  securities  (referred  to as equity  securities),  such as
preferred  stocks,  bonds,  warrants  or  rights  convertible  into  stock,  and
depositary  receipts  for  those  securities;  and (ii) at least  25% of its net
assets in non-convertible fixed income securities.

         MFS CAPITAL OPPORTUNITIES SERIES. This Fund seeks capital appreciation.
The Fund  invests,  under normal  market  conditions,  at least 65% of its total
assets in common  stocks  and  related  securities,  such as  preferred  stocks,
convertible  securities and depositary  receipts for those securities.  The Fund
focuses on companies  which the Fund's adviser  believes have  favorable  growth
prospects and attractive  valuations  based on current and expected  earnings or
cash flow.

         MFS  Investment  Management(R)  advises the MFS(R)  Variable  Insurance
Trust.

                     THE UNIVERSAL INSTITUTIONAL FUNDS, INC.

         THE  GLOBAL  EQUITY  PORTFOLIO.   This  Fund  seeks  long-term  capital
appreciation by investing  primarily in equity securities of issuers  throughout
the world,  including  U.S.  issuers,  using an approach that is oriented to the
selection of individual stocks that the Fund's  investment  adviser believes are
undervalued.

         THE MID CAP VALUE PORTFOLIO. This Fund seeks above-average total return
over a market  cycle of three to five  years by  investing  primarily  in common
stocks of  companies  with  equity  capitalizations  in the  range of  companies
included in the S&P MidCap 400 Index (currently $500 million to $6 billion).

         THE VALUE PORTFOLIO. This Fund seeks above-average return over a market
cycle of three to five years by  investing  primarily  in a portfolio  of common
stocks and other  equity  securities  of  companies  with equity  capitalization
greater than $2.5 billion that are deemed by the Fund's investment adviser to be
relatively  undervalued  based on the market as a whole,  as measured by the S&P
500 Index.

         Morgan Stanley Dean Witter Investment Management, Inc. advises The
Global Equity Portfolio.  Miller Anderson & Sherrerd, LLP advises The Mid Cap
Value Portfolio and The Value Portfolio.


                       OPPENHEIMER VARIABLE ACCOUNT FUNDS

         OPPENHEIMER  BOND  FUND/VA.  This Fund  seeks a high  level of  current
income.  Secondarily,  this Fund seeks capital growth when  consistent  with its
primary  objective.  The Fund will,  under normal market  conditions,  invest at
least 65% of its total assets in investment grade debt securities.

         OPPENHEIMER CAPITAL APPRECIATION FUND/VA.  This Fund seeks to achieve
capital appreciation by investing in securities of well-known, established
companies.

         OPPENHEIMER   SMALL  CAP  GROWTH  FUND/VA.   This  Fund  seeks  capital
appreciation.  Current  income is not an  objective.  In seeking its  investment
objective, the Fund invests mainly in securities of "growth type" companies with
market capitalizations of less than $1 billion.

         Oppenheimer Funds, Inc. manages Oppenheimer Variable Account Funds.

                           SAGE LIFE INVESTMENT TRUST

         EAFE(R)  EQUITY INDEX FUND.  This Fund seeks to replicate as closely as
possible the  performance of the Morgan Stanley  Capital  International  Europe,
Australasia, Far East Index before the deduction of Fund expenses.

         S&P 500 EQUITY  INDEX FUND.  This Fund seeks to replicate as closely as
possible the  performance of the S&P 500 Composite  Stock Price Index before the
deduction of Fund expenses.

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

         NASDAQ-100 INDEX(R) FUND. This Fund seeks to provide investment returns
that  correspond  to the  performance  of the  Nasdaq-100  Index(R)  before  the
deduction   of  Fund   expenses.   The   Nasdaq-100   Index(R)   is  a  modified
capitalization-weighted  index  composed  of 100 of  the  largest  non-financial
domestic and  international  companies listed on the National Market tier of the
Nasdaq Stock Market.

         ALL-CAP GROWTH FUND. This Fund seeks long-term capital appreciation by
investing primarily in a diversified portfolio of common stocks.

         Sage Advisors, Inc. is the investment manager to the Sage Life
Investment Trust.  State Street Global Advisors subadvises the EAFE(R) Equity
Index Fund, S&P 500 Equity Index Fund, and Nasdaq-100 Index(R) Fund.  Conning
Asset Management Company subadvises the Money Market Fund.  Eagle Asset
Management, Inc. subadvises the All-Cap Growth Fund.

                        T. ROWE PRICE EQUITY SERIES, INC.


         T. ROWE PRICE EQUITY INCOME PORTFOLIO.  This Fund seeks to provide
substantial dividend income as well as long-term growth of capital through
investments in the common stocks of established companies.

         T. ROWE PRICE MID-CAP GROWTH PORTFOLIO.  This Fund seeks to provide
long-term capital appreciation by investing in mid-cap stocks with potential
for above-average earnings.

         T. ROWE PRICE PERSONAL STRATEGY BALANCED PORTFOLIO.  The Fund seeks to
provide the highest total return over time, with an emphasis on both capital
growth and income.  The Personal Strategy Balanced Portfolio invests in a
diversified portfolio of stocks, bonds, and money market securities.

         T. Rowe Price Associates, Inc. provides investment management to the
T. Rowe Price Equity Series, Inc.

         The names, investment objectives,  and policies of certain Funds may be
similar to those of other retail mutual funds which can be purchased  outside of
a  variable  insurance  product,  and that are  managed  by the same  investment
adviser or manager. The investment results of the Funds,  however, may be higher
or lower than the results of such other  retail  mutual  funds.  There can be no
assurance,  and no representation is made, that the investment results of any of
the Funds will be  comparable  to the  investment  results  of any other  retail
mutual  fund,  even if the  other  retail  mutual  fund has the same  investment
adviser or manager.

         Shares of the  Funds  may be sold to  separate  accounts  of  insurance
companies  that are not  affiliated  with us or each other,  a practice known as
"shared  funding."  They also may be sold to  separate  accounts to serve as the
underlying  investment  for both  variable  annuity  contracts and variable life
insurance contracts,  a practice known as "mixed funding." As a result, there is
a possibility that a material conflict may arise between the interests of Owners
who  allocate  Account  Values  to the  Variable  Account,  and  owners of other
contracts who allocate  contract  values to one or more other separate  accounts
investing  in any of the  Funds.  Shares  of some of the  Funds may also be sold
directly to certain  qualified  pension and retirement  plans  qualifying  under
Section 401 of the Internal Revenue Code of 1986, as amended (the "Code").  As a
result,  there is a possibility  that a material  conflict may arise between the
interest of Owners or owners of other contracts  (including  contracts issued by
other  companies),  and such retirement plans or participants in such retirement
plans. In the event of any material conflicts,  we will consider what action may
be appropriate, including removing a Fund from the Variable Account or replacing
the Fund with another Fund.  There are certain risks  associated  with mixed and
shared  funding and with the sale of shares to qualified  pension and retirement
plans, as disclosed in each Trust's prospectus.

         We have entered into agreements  with either the investment  adviser or
distributor for each of the Funds in which the adviser or distributor  pays us a
fee for administrative  services we provide. The fee is ordinarily based upon an
annual  percentage  of up to 0.25% of the average  aggregate  net amount we have
invested on behalf of the Variable  Account and other separate  accounts.  These
percentages differ, and some investment advisers or distributors pay us a
greater percentage than other advisers or distributors.

         More  detailed  information   concerning  the  investment   objectives,
policies,  and  restrictions of the Funds,  the expenses of the Funds, the risks
attendant  to investing in the Funds and other  aspects of their  operations  is
found in the  current  prospectus  for each  Trust.  You should read the Trusts'
prospectuses  carefully  before you decide to allocate  amounts to the  Variable
Sub-Accounts.

FIXED ACCOUNT INVESTMENT OPTIONS

         Each time you allocate purchase payments or transfer funds to the Fixed
Account,  we establish a Fixed  Sub-Account.  We guarantee an interest rate (the
"Guaranteed  Interest Rate") for each Fixed  Sub-Account for a period of time (a
"Guarantee  Period").  When you make an allocation to the Fixed Sub-Account,  we
apply the  Guaranteed  Interest Rate then in effect.  We may establish DCA Fixed
Sub-Accounts for our Dollar-Cost Averaging Program.

         HOW WE DETERMINE  THE  GUARANTEED  INTEREST  RATE.  We have no specific
formula  for  establishing  the  Guaranteed  Interest  Rates  for the  different
Guarantee Periods.  Our determination will be influenced by, but not necessarily
correspond to, interest rates available on fixed income  investments that we may
acquire with the amounts we receive as purchase payments or transfers of Account
Value  under  the  Contracts.   We  will  invest  these  amounts   primarily  in
investment-grade  fixed income  securities  including:  securities issued by the
U.S.  Government or its agencies or  instrumentalities,  which issues may or may
not be  guaranteed  by  the  U.S.  Government;  debt  securities  that  have  an
investment  grade,  at the time of  purchase,  within  the four  highest  grades
assigned by Moody's Investor Services,  Inc., Standard & Poor's Corporation,  or
any other  nationally  recognized  rating  service;  mortgage-backed  securities
collateralized  by real estate mortgage loans, or securities  collateralized  by
other  assets,  that are insured or guaranteed by the Federal Home Loan Mortgage
Association,  the  Federal  National  Mortgage  Association,  or the  Government
National Mortgage  Association,  or that have an investment grade at the time of
purchase within the four highest grades described above; other debt instruments;
commercial paper; cash or cash equivalents.  You will have no direct or indirect
interest  in  these  investments,  and  you  do  not  share  in  the  investment
performance  of the assets of the Fixed  Account.  We will also  consider  other
factors in determining the Guaranteed Interest Rates,  including  regulatory and
tax  requirements,  sales  commissions,  administrative  expenses  borne  by us,
general economic trends, and competitive  factors. THE COMPANY'S MANAGEMENT WILL
MAKE THE FINAL  DETERMINATION OF THE GUARANTEED  INTEREST RATES IT DECLARES.  WE
CANNOT PREDICT OR GUARANTEE THE LEVEL OF FUTURE  INTEREST  RATES.  HOWEVER,  OUR
GUARANTEED  INTEREST  RATES  WILL BE AT LEAST 3% PER YEAR.  GUARANTEED  INTEREST
RATES DO NOT  DEPEND  UPON  AND DO NOT  REFLECT  THE  PERFORMANCE  OF THE  FIXED
ACCOUNT.

         GUARANTEE PERIODS. We measure the length of a Guarantee Period from the
end of the calendar  month in which you allocated or  transferred  the amount to
the Fixed  Sub-Account.  This means that the  Expiration  Date of any  Guarantee
Period will always be the last day of a calendar month. The currently  available
Guarantee Periods are 1, 2, 3, 4, 5, 7, and 10 years. We may offer different
Guarantee  Periods in the future.  Not all Guarantee Periods may be available in
all states.  Any Guarantee Period you select cannot be longer than the number of
full years remaining until your Income Date.

         We may  offer  different  Guarantee  Periods  with  special  Guaranteed
Interest Rates for the DCA Fixed Sub-Accounts. In addition, we may offer special
Guaranteed  Interest  Rates for new  purchase  payments  allocated  to the Fixed
Sub-Accounts.

         We will notify you of your renewal  options at least thirty days before
each Expiration Date of your Fixed Sub-Accounts. Currently, your options are:

         -    Take no action  and we will  transfer  the  value of the  expiring
              Fixed Sub-Account to the Fixed Sub-Account with the same Guarantee
              Period,  but not longer  than five years or  extending  beyond the
              Income Date, as of the day the previous Fixed Sub-Account expires.
              If such  Guarantee  Period  is not  currently  available,  we will
              transfer  your value to the next  shortest  Guarantee  Period.  If
              there is no shorter  Guarantee Period, we will transfer your value
              to the Money Market Sub-Account.

         -    Elect a new  Guarantee  Period(s)  from among those we offer as of
              the day the previous Fixed Sub-Account expires.

         -    Elect to  transfer  the value of the Fixed  Sub-Account  to one or
              more Variable Sub-Accounts.

        Any amounts surrendered,  withdrawn, transferred or applied to an income
plan  other  than  during the thirty  days  before  the  Expiration  Date of the
Guarantee  Period are subject to a Market Value Adjustment with the exception of
the following transactions:

         -   Transfers from DCA Fixed Sub-Accounts made automatically  under our
             Dollar Cost Averaging Program, and

         -   Withdrawals  of  earned  interest  made  automatically   under  our
             Systematic Partial Withdrawal Program.

         We currently waive any Market Value  Adjustment on withdrawals you take
to satisfy IRS minimum distribution requirements.

         MARKET VALUE ADJUSTMENT.  A Market Value Adjustment reflects the change
in interest rates since we established a Fixed Sub-Account. It compares: (l) the
current  Index Rate for a period equal to the time  remaining  in the  Guarantee
Period,  and (2) the Index Rate at the time we established the Fixed Sub-Account
for a period equal to the Guarantee Period.

         Ordinarily:

         -    If the current Index Rate for a period equal to the time remaining
              in the Guarantee  Period is higher than the applicable  Index Rate
              at the time we established the Fixed Sub-Account, the Market Value
              Adjustment will be negative.

         -    If the current Index Rate for a period equal to the time remaining
              in the Guarantee Period is lower than the applicable Index Rate at
              the time we established  the Fixed  Sub-Account,  the Market Value
              Adjustment will be positive.

We will apply a Market Value Adjustment as follows:

         -    For a surrender,  withdrawal,  transfer,  or amount  applied to an
              income plan, we will calculate the Market Value  Adjustment on the
              total amount that must be surrendered,  withdrawn,  transferred or
              applied to an income plan to provide the amount requested.

         -    If the  Market  Value  Adjustment  is  negative,  it  reduces  any
              remaining value in the Fixed  Sub-Account,  or amount of Surrender
              Value.  Any  remaining  Market Value  Adjustment  then reduces the
              amount withdrawn, transferred, or applied to an income plan.

         -    If the Market  Value  Adjustment  is positive,  it  increases  any
              remaining  value  in  the  Fixed  Sub-Account.   In  the  case  of
              surrender,  or if you  withdraw,  transfer  or apply to an  income
              plan, the full amount of the Fixed  Sub-Account,  the Market Value
              Adjustment   increases   the   amount   surrendered,    withdrawn,
              transferred, or applied to an income plan.

            A Market Value Adjustment will not be applied to any amounts payable
upon death or cancellation during the free-look period.

         We will compute the Market Value  Adjustment by multiplying  the factor
below by the total amount that must be surrendered,  withdrawn,  transferred, or
applied to an income plan from the Fixed  Sub-Account  to provide the amount you
requested.

                         [(1+I)/(1+J+.0025)](N/365) - 1

Where

        I is the Index  Rate for a  maturity  equal to the  Fixed  Sub-Account's
        Guarantee Period at the time we established the Sub-Account;

        J is the Index Rate for a maturity equal to the time remaining  (rounded
        up to the next full year) in the Fixed Sub-Account's Guarantee Period at
        the time of calculation; and

        N is the remaining number of days in the Guarantee Period at the time of
        calculation.

        We  currently  base the Index Rate for a calendar  week on the  reported
rate for the  preceding  calendar  week.  We  reserve  the  right to set it less
frequently  than weekly but in no event less often than monthly.  If there is no
Index Rate for the maturity needed to calculate I or J, we will use
straight-line interpolation between the Index Rate for the next highest and next
lowest  maturities to determine  that Index Rate. If the maturity is one year or
less, we will use the Index Rate for a one-year maturity.

        In  Maryland,  state  insurance  law  requires  that  the  Market  Value
Adjustment be computed by multiplying the amount being  surrendered,  withdrawn,
transferred,  or applied to an income  plan,  by the greater of the factor above
and the following factor:  [(1.03)/(l+K)] ((G-N)/365) - 1, where N is as defined
above, K equals the  Guaranteed  Interest Rate for the Guarantee  Period,  and G
equals the initial number of days in the Guarantee  Period.  In  Washington,  we
will not assess the  Market  Value  Adjustment  because of state  insurance  law
requirements.  Because of these  requirements,  not all  Guarantee  Periods  are
available. Contact our Customer Service Center for available Guarantee Periods.

        Examples of how the Market Value  Adjustment works are shown in Appendix
A.

TRANSFERS

         Before  the Income  Date and while the  Annuitant  is  living,  you may
transfer Account Value from and among the Variable and Fixed Sub-Accounts at any
time, subject to certain  conditions.  However, in certain states, your right to
transfer  Account Value is restricted until the Free Look Period ends. See "What
Are My  Investment  Options?"  The minimum  amount of Account Value that you may
transfer from a Sub-Account is $100, or, if less, the entire  remaining  Account
Value held in that  Sub-Account.  If a transfer  would reduce the Account  Value
remaining in a Sub-Account  below $100, we will treat your transfer request as a
request to transfer the entire amount.

         You must give us Satisfactory Notice of the Sub-Accounts from which and
to which we are to make the  transfers.  Otherwise,  we will not  transfer  your
Account Value. A transfer from a Fixed Sub-Account ordinarily will be subject to
a Market  Value  Adjustment.  There is  currently  no  limit  on the  number  of
transfers from and among the Sub-Accounts.

         A  transfer  ordinarily  takes  effect on the  Business  Day we receive
Satisfactory  Notice at our  Customer  Service  Center.  We will  deem  requests
received on other than a Business Day as received on the next following Business
Day.  We may,  however,  defer  transfers  to,  from,  and  among  the  Variable
Sub-Accounts under the same conditions that we may delay paying proceeds.

        In addition, we reserve the right to restrict transfers:

        -   if any of the  Variable  Sub-Accounts  that would be affected by the
            transfer is unable to purchase or redeem shares of the Fund in which
            the Sub-Account invests; or

        -   if the transfer results in more than one trade involving the same
            Sub-Account within a 30-day period; or

        -   if the transfer  would  adversely  affect  Accumulation  Unit Values
            (which may occur if the transfer would affect one percent or more of
            the relevant Fund's total assets).

        We reserve  the right to impose a  transfer  charge of up to $25 on each
transfer in a Contract Year in excess of twelve,  and to limit, upon notice, the
maximum  number of  transfers  you may make per  calendar  month or per Contract
Year.  For purposes of assessing  any transfer  charge,  we will  consider  each
transfer  request to be one transfer,  regardless of the number of  Sub-Accounts
affected by the transfer.

        After the Income Date, you must have our prior consent to transfer value
from the Fixed Account to the Variable  Account or from the Variable  Account to
the Fixed Account. A Market Value Adjustment  ordinarily will apply to transfers
from the Fixed  Account.  We reserve the right to limit the number of  transfers
among the Variable  Sub-Accounts  to one  transfer  per Contract  Year after the
Income Date.

        TELEPHONE  TRANSACTIONS.  You may request  transfers or  withdrawals  by
telephone.  (We  reserve  the right to  discontinue  permitting  withdrawals  by
telephone.)  We will not be liable for following  instructions  communicated  by
telephone  that we  reasonably  believe to be genuine.  To request  transfers or
withdrawals by telephone,  you must elect the option on our authorization  form.
We will use reasonable  procedures to confirm that instructions  communicated by
telephone are genuine.  We may only be liable for any losses due to unauthorized
or  fraudulent  instructions  where we fail to follow our  procedures  properly.
These procedures  include:  (a) asking you or your authorized  representative to
provide   certain   identifying   information;   (b)  tape  recording  all  such
conversations;  and (c)  sending  you a  confirmation  statement  after all such
telephone transactions.

        We also  have a form to  allow  you to  create a power  of  attorney  by
authorizing another person to give telephone instructions.  Unless prohibited by
state law, we will treat such power as a durable power of attorney.  The Owner's
subsequent incapacity,  disability, or incompetency will not affect the power of
attorney.  We may cease to honor the power by sending  written  notice to you at
your last known address. Neither we nor any person acting on our behalf shall be
subject to liability for any act done in good faith  reliance upon your power of
attorney.

        INTERNET  TRANSACTIONS.  We permit  transfers via the internet.  We will
send Owners  information  about our website  and  transactions  that may be made
through  it. We will use  reasonable  procedures  to confirm  that  instructions
communicated  by the internet are genuine.  We may only be liable for any losses
due to  unauthorized  or  fraudulent  instructions  where we fail to follow  our
procedures. These procedures include: (a) asking for your social security number
and personal  identification  number (generally  provided at Contract  delivery)
when  you  access  our  website  to  make  a  transaction;  (b)  sending  you  a
confirmation statement (by U.S. Mail or internet,  according to instructions you
provided  to us)  after  all  such  transactions;  and (c)  posting  a  Contract
transaction history on our website which you may access at any time.


        THIRD PARTY TRANSFERS. As a general rule and as a convenience to you, we
allow a third party the right to make  transfers on your behalf.  However,  when
the same third party  possesses  the right to make  transfers  on behalf of many
Owners,  the result can be  simultaneous  transfers  involving  large amounts of
Account Value.  Such transfers can disrupt the orderly  management of the Funds,
can result in higher costs to Owners, and are ordinarily not compatible with the
long-range  goals  of  purchasers  of  the  Contracts.   We  believe  that  such
simultaneous transfers made by third parties are not in the best interest of all
shareholders of the Funds. The managements of the Funds share this position.

        Therefore,  to the extent  necessary  to reduce the  adverse  effects of
simultaneous transfers made by Owners or third parties holding the right to make
transfers  on behalf of  multiple  parties,  we may refuse to honor  third party
transfers and have  instituted or will  institute  procedures to ensure that the
transfer  requests  that we receive  have,  in fact,  been made by the Owners in
whose names they are submitted.  However,  our  procedures  will not prevent you
from making your own transfer requests.

TRANSFER PROGRAMS

         DOLLAR-COST  AVERAGING  PROGRAM.  Our  optional  dollar-cost  averaging
program permits you to systematically  transfer (monthly, or as frequently as we
allow), a set dollar amount from the Money Market Sub-Account to any combination
of Variable  Sub-Accounts.  We also allow  dollar-cost  averaging from DCA Fixed
Sub-Accounts.

         The  dollar-cost  averaging  method of investment is designed to reduce
the risk of making purchases only when the price of Accumulation  Units is high.
However,  you should carefully  consider your financial  ability to continue the
program over a long enough period of time to purchase  units when their value is
low as well as when  high.  Dollar-cost  averaging  does not  assure a profit or
protect against a loss.  Because interest  continues to be earned on the balance
in the Money  Market  Sub-Account  or a DCA Fixed  Sub-Account,  the  amounts we
transfer  will  vary  slightly  from  month  to  month.  An  example  of how our
dollar-cost averaging program works is shown in Appendix B.

         You may elect to participate in the  dollar-cost  averaging  program at
any time before the Income Date by sending us Satisfactory  Notice.  The minimum
transfer  amount is $100 from the Money Market  Sub-Account  or from a DCA Fixed
Sub-Account. We will make all dollar-cost averaging transfers on the day of each
month that  corresponds  to your  Contract  Date. If that date is not a Business
Day, we will make the transfer on the next  following  Business Day. If you want
to  dollar-cost  average  from more than one DCA Fixed  Sub-Account  at the same
time, restrictions may apply.

        Once elected, dollar-cost averaging remains in effect until:

        -   the Income Date;

        -   you surrender the Contract;

        -   the value of the Sub-Account from which transfers are being made is
            depleted; or

        -   you cancel the program by written request.

        If you cancel dollar-cost  averaging from a DCA Fixed Sub-Account before
the end of the  selected  Guarantee  Period,  we reserve the right to treat this
request as a transfer  request,  and we  ordinarily  will assess a Market  Value
Adjustment on the amount canceled.  You can request changes by writing us at our
Customer  Service  Center.   There  is  no  additional  charge  for  dollar-cost
averaging.  A transfer  under this  program is not a transfer  for  purposes  of
assessing a transfer charge.  We reserve the right to discontinue  offering this
program at any time and for any  reason,  and we reserve  the right to  restrict
transfers  into  the  Money  Market  Subaccount.  Dollar-cost  averaging  is not
available  while you are  participating  in the  systematic  partial  withdrawal
program.

         We may also permit you to periodically  transfer  earnings (sweep) from
the Fixed Sub-Accounts to the Variable Sub-Accounts.

        ASSET  ALLOCATION  PROGRAM.  An  optional  Asset  Allocation  Program is
available  if you do not  wish to  make  your  own  investment  decisions.  This
investment  planning  tool is  designed  to find an asset mix that  attempts  to
achieve the highest  expected  return based upon your  tolerance  for risk,  and
consistent with your needs and objectives.

        If  you   participate  in  the  asset   allocation   program,   we  will
automatically  allocate all initial and additional  purchase  payments among the
Variable  Sub-Accounts  indicated  by the model you  select.  The  models do not
include allocations to the Fixed Account. Although you may only use one model at
a time,  you may elect to change  your  selection  as your  tolerance  for risk,
and/or  your  needs and  objectives  change.  Bear in mind,  the use of an asset
allocation  model  does  not  guarantee   investment  results.  You  may  use  a
questionnaire  that is offered to determine  the model that best meets your risk
tolerance and time horizons.

        Because each Variable  Sub-Account  performs differently over time, your
portfolio  mix may vary  from its  initial  allocations.  We will  automatically
rebalance  your Fund mix quarterly to bring your  portfolio back to its original
allocation percentages.

        From  time to  time  the  models  are  reviewed.  It may be  found  that
allocation percentages within a particular model need to be changed. You will be
sent  notice at least 30 days  before any such  change is made,  and you will be
given an opportunity NOT to make the change.

        If you participate in the asset allocation  program,  the transfers made
under the program are not taken into account in determining any transfer charge.
There is no additional  charge for this program,  and you may  discontinue  your
participation  in this program by contacting  our Customer  Service  Center.  We
reserve the right to cancel the asset allocation program at any time and for any
reason.

        AUTOMATIC PORTFOLIO  REBALANCING  PROGRAM.  Once you allocate your money
among the Variable  Sub-Accounts,  the  investment  performance of each Variable
Sub-Account may cause your allocation to shift.  Before the Income Date, you may
instruct us to automatically  rebalance (on a calendar  quarter,  semi-annual or
annual  basis)  Variable  Account  Value to return to your  original  allocation
percentages.  Your  request  will be  effective  on the Business Day on which we
receive your  request at our  Customer  Service  Center.  We will deem  requests
received on other than a Business Day as received on the next following Business
Day. Your allocation percentages must be in whole percentages. You may start and
stop  automatic  portfolio  rebalancing  at any time and  make  changes  to your
allocation  percentages by written  request.  There is no additional  charge for
using this program. A transfer under this program is not a transfer for purposes
of assessing any transfer charge.  We reserve the right to discontinue  offering
this  program  at any time  and for any  reason.  We do not  include  any  money
allocated to the Fixed Account in the rebalancing.

VALUES UNDER YOUR CONTRACT

        ACCOUNT VALUE. The Account Value is the entire amount we hold under your
Contract for you. The Account Value serves as a starting  point for  calculating
certain values under your Contract.  It equals the sum of your Variable  Account
Value and your Fixed Account Value. We first determine your Account Value on the
Contract Date, and after that, on each Business Day. The Account Value will vary
to reflect:

        -   the performance of the Variable Sub-Accounts you have selected;

        -   interest credited on amounts you allocated to the Fixed Account;

        -   any additional purchase payments; and

        -   charges, transfers, withdrawals, and surrenders.

        Your Account Value may be more or less than purchase payments you made.

        SURRENDER VALUE. The Surrender Value on a Business Day before the Income
Date is the Account Value, plus or minus any applicable Market Value Adjustment,
less any applicable  annual  administration  charge and any applicable  Purchase
Payment Tax Charge.

        VARIABLE  ACCOUNT VALUE. On any Business Day, the Variable Account Value
equals the sum of the  values in each  Variable  Sub-Account.  The value in each
Variable  Sub-Account  equals the number of Accumulation  Units  attributable to
that Variable  Sub-Account  multiplied by the  Accumulation  Unit value for that
Variable  Sub-Account on that Business Day. When you allocate a purchase payment
or transfer  Account  Value to a Variable  Sub-Account,  we credit your Contract
with Accumulation Units in that Variable Sub-Account. We determine the number of
Accumulation Units by dividing the dollar amount allocated or transferred to the
Variable  Sub-Account  by the  Sub-Account's  Accumulation  Unit  value for that
Business Day.  Similarly,  when you transfer,  withdraw,  or surrender an amount
from a  Variable  Sub-Account,  we cancel  Accumulation  Units in that  Variable
Sub-Account. We determine the number of Accumulation Units canceled by dividing
the dollar amount you  transferred,  withdrew,  or  surrendered  by the Variable
Sub-Account's Accumulation Unit value for that Business Day.

        ACCUMULATION  UNIT VALUE. An  Accumulation  Unit value varies to reflect
the investment  experience of the underlying  Fund, and may increase or decrease
from one Business Day to the next.  We  arbitrarily  set the  Accumulation  Unit
value for each Variable  Sub-Account at $10 when we established the Sub-Account.
For each  Valuation  Period after the date of  establishment,  we determine  the
Accumulation  Unit  value by  multiplying  the  Accumulation  Unit  value  for a
Sub-Account for the prior Valuation Period by the net investment  factor for the
Variable Sub-Account for the Valuation Period.




        NET INVESTMENT  FACTOR.  The net investment factor is an index we use to
measure the investment  performance of a Variable Sub-Account from one Valuation
Period  to the  next  during  the  Accumulation  Phase.  We  determine  the  net
investment  factor  for  any  Valuation  Period  by  dividing  (a)  by  (b)  and
subtracting (c) where:

        (a)    is the net result of:

               (1)  the Net  Asset  Value  of the  Fund in  which  the  Variable
               Sub-Account   invests  determined  at  the  end  of  the  current
               Valuation Period; PLUS

               (2)  the  per  share  amount  of any  dividend  or  capital  gain
               distributions  made by the Fund on  shares  held in the  Variable
               Sub-Account if the  "ex-dividend"  date occurs during the current
               Valuation Period; PLUS OR MINUS

               (3) a per  share  charge or credit  for any taxes  reserved  for,
               which we determine to have  resulted  from the  operations of the
               Variable Sub-Account; and

        (b)    is the  Net  Asset  Value  of the  Fund  in  which  the  Variable
               Sub-Account  invests  determined  at the  end of the  immediately
               preceding Valuation Period.

        (c)    is the daily Asset-Based Charges.


        The net investment factor may be more or less than, or equal to, one.

        FIXED  ACCOUNT  VALUE.  The Fixed  Account Value is the sum of the Fixed
Account Value in each Fixed Sub-Account  (including a DCA Fixed  Sub-Account) on
any particular day. The value in each Fixed Sub-Account equals:

        -   the portion of the purchase payment(s) allocated or amount
            transferred to the Sub-Account; PLUS

        -   interest at the Guaranteed Interest Rate; MINUS

        -   any transfers from the Sub-Account; MINUS

        -   any withdrawals (including any associated surrender charges) from
            the Sub-Account; and MINUS

        -   any charges allocated to the Sub-Account.

We also adjust the Fixed Sub-Account Value for any Market Value Adjustment,  the
value of which could be positive or negative.

==============================================================================
5.  WHAT ARE THE EXPENSES UNDER A CONTRACT?
==============================================================================

         We deduct the charges described below. The charges are for the services
and benefits we provide,  costs and expenses we incur, and risks we assume under
the Contracts.

SERVICES AND BENEFITS WE PROVIDE INCLUDE:

         -    the ability of Owners to make withdrawals and surrenders under
              the Contracts;

         -    the death benefit paid on the death of the Owner;

         -    the available investment options, including dollar-cost averaging,
              asset allocation,  automatic  portfolio  rebalancing,  IRA partial
              withdrawal programs, and systematic partial withdrawal programs;

         -    administration of the income plans available under the Contracts;
              and

         -    the distribution of various reports to Owners.

COSTS AND EXPENSES WE INCUR INCLUDE:

         -    those related to various  overhead and other  expenses  associated
              with  providing  the  services  and  benefits  guaranteed  by  the
              Contracts;

         -    sales and marketing expenses; and

         -    other costs of doing business.

RISKS WE ASSUME INCLUDE:

         -    the risks that  Annuitants  may live longer than we estimated when
              we established the annuity purchase rates under the Contracts;

         -    that the amount of the death benefit will be greater than Account
              Value; and

         -    that the costs of providing  the  services and benefits  under the
              Contracts will exceed the charges deducted.

         We may also deduct a charge for taxes.  See "Fee Table."

         We may realize a profit or loss on one or more of the  charges.  We may
use any such profits for any corporate purpose,  including,  among other things,
the payment of sales expenses.

         Unless we otherwise  specify,  we will deduct  charges  proportionately
from all Variable Sub-Accounts and Fixed Sub-Accounts in which you are invested.

         We may  reduce or  eliminate  charges  under the  Contracts  when sales
result in savings, reduction of expenses and/or risks to the Company. Generally,
we will make such reductions or eliminations based on the following factors:

         -    the size of the group;

         -    the total amount of purchase payments to be received from the
              group;

         -    the purposes for which the Contracts are purchased;

         -    the nature of the group for which the Contracts are purchased;
              and

         -    any other circumstances that could reduce Contract costs and
              expenses

         We may also sell the Contracts with lower or no charges to a person who
is an  officer,  director  or  employee  of Sage Life or of certain  affiliates,
distributors,  or service  providers  of ours.  Reductions  or  eliminations  in
Contract charges will not be unfairly  discriminatory against any person. Please
contact  our  Customer  Service  Center for more  information  about  these cost
reductions and eliminations.

SURRENDER CHARGE

         None!  There are no surrender charges under the Contracts.

ANNUAL ADMINISTRATION CHARGE

         We will  deduct  an annual  administration  charge of $40 for the first
seven  Contract Years (i) on each Contract  Anniversary,  and (ii) on the day of
any surrender if the surrender is not on the Contract Anniversary. We will waive
this  charge on and after the eighth  Contract  Anniversary,  or if the  Account
Value is at least  $50,000  when we would  have  otherwise  deducted  the annual
administration charge. In some states the charge is $30, and in some states it
is deducted only from your Account Value in the Variable Sub-Accounts.  We may,
from time to time, eliminate this charge for the first Contract Year.

TRANSFER CHARGE

         We currently do not deduct this charge.  However,  we reserve the right
to  deduct a  transfer  charge  of up to $25 for the  13th  and each  subsequent
transfer  during a Contract  Year.  This charge is at cost with no profit to us.
For the purpose of assessing  the transfer  charge,  we consider each written or
telephone  request to be one transfer,  regardless of the number of Sub-Accounts
affected  by the  transfer.  In the  event  that  the  transfer  charge  becomes
applicable,  we will deduct it proportionately  from the Sub-Accounts from which
you  made the  transfer.  Transfers  made in  connection  with  the  dollar-cost
averaging,  asset allocation,  and automatic portfolio rebalancing programs will
not count as transfers for purposes of assessing this charge.

ASSET-BASED CHARGES

         We assess  Asset-Based  Charges  against  your  Contract  for  assuming
mortality  and expense risks and  administrative  costs.  We deduct  Asset-Based
Charges on a daily basis and calculate the charges as a percentage of the assets
of the  Variable  Account on the date of  deduction.  We deduct the Asset- Based
Charges from the Variable  Sub-Accounts in which you are invested. If you bought
your Contract prior to January 1, 2001, see Appendix C for  information  related
to Asset-Based Charges. The maximum charges are:


                                                              COMBINED
                                                        ASSET-BASED CHARGES
                                                        -------------------
                                                     ANNUAL             DAILY
                                                     CHARGE             CHARGE
                                                     ------             ------

                Contract Years 1-7                    1.40%            .0038626%
                Contract Years 8+                     1.25%            .0034462%





         These charges do not apply to any Fixed Account Value.

PURCHASE PAYMENT TAX CHARGE

         We will  deduct any state or local  premium tax that we incur from your
Account  Value.  We reserve the right to defer the collection of this charge and
deduct it against your Account Value when you surrender your Contract or begin
receiving  regular income payments.  This tax charge currently ranges from 0% to
3.0% depending upon the state or locality.

OPTIONAL BENEFIT CHARGES.

         Guaranteed Minimum Income Benefit. If you elect the optional Guaranteed
Minimum Income Benefit,  we will deduct an additional  charge equal on an annual
basis to 0.20%  of your  Account  Value  on the  date of  deduction  during  the
Accumulation  Phase.  We deduct it  proportionately  from the Fixed and Variable
Sub-Accounts  in which you are  invested.  Charges are deducted on your Contract
Date and monthly thereafter.  These charges will continue while your Contract is
in force  unless (a) you apply all of your  Account  Value to an Income  Plan or
income payments cease for any reason, (b) the death benefit is paid or has begun
to be paid,  or (c) the Covered  Person dies and an  eligible  surviving  spouse
chooses not to continue this rider even though he or she continues the Contract.

         Enhanced  Death  Benefit.  If you purchase the optional  Enhanced Death
Benefit,  we will deduct an additional  charge equal on an annual basis to 0.20%
of your Account Value on the date of deduction during the Accumulation Phase. We
calculate  this  charge as a  percentage  of your  Account  Value on the date of
deduction,   and  deduct  it   proportionately   from  the  Fixed  and  Variable
Sub-Accounts  in which you are  invested.  Charges are deducted on your Contract
Date and monthly thereafter.  These charges will continue while your Contract is
in force unless (a) you apply the Account Value to an Income Plan, (b) the death
benefit is paid or has begun to be paid,  or (c) the Covered  Person dies and an
eligible  surviving  spouse chooses not to continue this rider even though he or
she continues the Contract.

FUND ANNUAL EXPENSES

         Because the Variable Account  purchases shares of the various Funds you
choose,  the net assets of the  Variable  Account  will  reflect the  investment
management fees and other operating expenses incurred by those Funds. A table of
each Fund's management fees and other expenses can be found in the front of this
Prospectus  in the  Fee  Table.  For a  description  of  each  Fund's  expenses,
management fees, and other expenses, see the Trusts' prospectuses.

ADDITIONAL INFORMATION

         The   Contracts   are  sold  by   broker-dealers   through   registered
representatives  of such  broker-dealers  who are also appointed and licensed as
insurance  agents of Sage  Life.  See  "Distribution  of the  Contracts."  These
broker-dealers  receive  commissions  for  selling  Contracts  calculated  as  a
percentage of purchase payments (up to a maximum of 6.25%). You do not pay these
commissions.   We  do.   Broker-dealers   who  meet  certain   productivity  and
profitability standards may be eligible for additional compensation.

==============================================================================
6.  HOW WILL MY CONTRACT BE TAXED?
==============================================================================


THIS DISCUSSION IS NOT INTENDED AS TAX ADVICE. PLEASE CONSULT COUNSEL OR OTHER
COMPETENT TAX ADVISERS FOR MORE COMPLETE INFORMATION.

INTRODUCTION

         The  following  discussion  is general in nature and is not intended as
tax advice.  Each person  concerned  should consult a competent tax adviser.  No
attempt is made to consider any  applicable  state tax or other tax laws,  or to
address any federal estate,  or state and local estate,  inheritance,  and other
tax consequences of ownership or receipt of distributions under a Contract.

         When you invest in an annuity contract, you usually do not pay taxes on
your  investment  gains until you withdraw the money - generally for  retirement
purposes.  If you  invest in a  variable  annuity  as part of a pension  plan or
employer-sponsored  retirement  program,  your  contract  is called a  Qualified
Contract.  If your annuity is  independent  of any formal  retirement or pension
plan, it is termed a Non-Qualified Contract.

TAXATION OF NON-QUALIFIED CONTRACTS

         NON-NATURAL  PERSON.  A  Non-Qualified  Contract  that  is  owned  by a
non-natural  person (such as a corporation  or a trust) is generally not treated
as an annuity contract for tax purposes.  There are some exceptions to this rule
and a prospective owner that is not a natural person should discuss these with a
tax adviser.  The discussion in this section  assumes that the Contract is owned
by a natural person.

         WITHDRAWALS  AND  SURRENDERS.  When a withdrawal  from a  Non-Qualified
Contract occurs,  the amount received will be treated as ordinary income subject
to tax up to an  amount  equal  to the  excess  (if  any) of the  account  value
immediately  before the distribution over the Owner's investment in the Contract
(generally,  the premiums or other consideration paid for the Contract,  reduced
by any amount  previously  distributed from the Contract that was not subject to
tax) at that time. In the case of a surrender  under a  Non-Qualified  Contract,
the amount  received  generally  will be taxable as ordinary  income only to the
extent it exceeds the Owner's investment in the Contract.

         SPECIAL NOTE ON  WITHDRAWALS.  Please read the following  carefully and
consult  with your tax  adviser  on these and other  possible  tax  consequences
before making a withdrawal.

              -   It is possible that a positive Market Value  Adjustment at the
                  time of a  withdrawal  may be treated  as part of the  Account
                  Value immediately before the distribution.

              -   We understand that it is the position of the Internal  Revenue
                  Service that when withdrawals (other than income payments) are
                  taken from the cash value of an income payout option,  such as
                  that offered by this Prospectus  under the term certain option
                  (Income  Plan 4. See "What Are My Income  Payment  Options?"),
                  then all  amounts  received  by the  taxpayer  are  taxable at
                  ordinary income rates as amounts "not received as an annuity."


<PAGE>



                  In addition, such amounts are taxable to the recipient without
                  regard  to  the  owner's  investment  in the  contract  or any
                  investment  gain which might be present in the current annuity
                  value.  For  example,  under this  view,  an Owner with a cash
                  value of $100,000  seeking to obtain $20,000 of the cash value
                  immediately after  annuitization  under a term certain payout,
                  would pay income  taxes on the entire  $20,000  amount in that
                  tax year. For some taxpayers,  such as those under age 59 1/2,
                  additional  tax  penalties  may also apply.  This  adverse tax
                  result  means that Owners of  Non-Qualified  Contracts  should
                  consider  carefully  the tax  implications  of any  withdrawal
                  requests  and  their  need  for  Contract  funds  prior to the
                  exercise of this right.

         PENALTY TAX ON CERTAIN  WITHDRAWALS.  If you make a withdrawal  from or
surrender a Non-Qualified  Contract, you may be subject to a federal tax penalty
equal to ten percent of the amount treated as income.  However, there usually is
no penalty on distributions that are:

              -   made on or after the taxpayer reaches age 59 1/2;

              -   made on or after the death of an Owner;

              -   attributable to the taxpayer's becoming disabled; or

              -   made as part  of a  series  of  substantially  equal  periodic
                  payments for the life (or life expectancy) of the taxpayer.

         Other  exceptions  may be applicable  under certain  circumstances  and
special rules may be applicable in connection with the exceptions  listed above.
You should consult a tax adviser with regard to exceptions from the penalty tax.

         INCOME  PAYMENTS.  Although tax  consequences may vary depending on the
payout  option  elected  under an annuity  contract,  a portion  of each  income
payment is generally  not taxed and the  remainder is taxed as ordinary  income.
The non-taxable portion of an income payment is generally determined in a manner
that is designed to allow you to recover your investment in the contract ratably
on a tax-free basis over the expected stream of income  payments,  as determined
when income payments start.  Once your investment in the contract has been fully
recovered,  however, the full amount of each income payment is subject to tax as
ordinary income.

         TAXATION OF DEATH BENEFIT  PROCEEDS.  Amounts may be distributed from a
Contract  because of your death or the death of the Annuitant.  Generally,  such
amounts  are  includible  in the  income of the  recipient  as  follows:  (i) if
distributed  in a lump sum,  they are taxed in the same manner as a surrender of
the Contract,  or (ii) if distributed  under a payout option,  they are taxed in
the same way as annuity payments.

         WITHHOLDING.  Annuity distributions are generally subject to
withholding for the recipient's federal income tax liability.  Recipients can
generally elect, however, not to have tax withheld from distributions.

         MULTIPLE CONTRACTS.  All non-qualified  deferred annuity contracts that
are issued by us (or our  affiliates) to the same owner during any calendar year
are treated as one annuity  contract  for  purposes  of  determining  the amount
includible in such owner's income when a taxable distribution occurs.

         FURTHER  INFORMATION.  We believe  that the  contracts  will qualify as
annuity  contracts for federal  income tax purposes and the above  discussion is
based on that  assumption.  Further  details  can be found in the  Statement  of
Additional Information under the heading "Tax Status of the Contracts."

TAXATION OF A QUALIFIED CONTRACT

         Qualified  Contracts  are  subject  to some of the  same  tax  rules as
Non-Qualified Contracts, but there are a number of significant differences. Some
of these  differences and other important rules are highlighted  here and in the
Statement  of  Additional  Information,  but  please  keep  in  mind  that  this
discussion  provides  only general  information  about the tax  consequences  of
Qualified Contracts,  and Owners,  Annuitants,  and Beneficiaries should consult
their tax advisers for more specific information.

         TYPES OF QUALIFIED CONTRACTS.  A Qualified Contract can be used in
connection with the following types of retirement plans:

              -   Individual   Retirement   Annuity  (IRA)  -  permits  eligible
                  individuals  to  make   non-deductible  or  deductible  annual
                  contributions of up to $2,000.

              -   SIMPLE IRA -- permits  certain small  employers to establish a
                  plan allowing  employees to make annual pre-tax  contributions
                  of up to $6,000, with an employer contribution or match.

              -   Roth  IRA -  allows  eligible  individuals  to make  after-tax
                  contributions  of up to  $2,000,  with  no tax  on  qualifying
                  distributions.

         The form of the Qualified Contract and its IRA rider have been approved
by the IRS for use as an IRA. IRS approval  does not relate to the merits of the
IRA as an investment.

         CONTRIBUTIONS  AND  DISTRIBUTIONS.  Annual  contributions  to Qualified
Contracts are limited by tax rules and the terms of the  retirement  plans.  For
IRAs and SIMPLE IRAs, minimum  distributions  generally must begin no later than
April 1 of the calendar  year  following  the  calendar  year in which the Owner
reaches age 70 1/2.  Roth IRAs do not require  distributions  while the Owner is
alive.  Upon the Owner's death,  minimum  distributions  are required from IRAs,
SIMPLE IRAs, and Roth IRAs. Penalty taxes may apply to distributions made before
age 59 1/2 and to certain early  distributions  from Roth IRAs.  See  "Qualified
Contracts" in the Statement of Additional  Information  for more  information on
contributions and distributions.



<PAGE>



         Distributions  from  Qualified   Contracts  generally  are  subject  to
withholding  for the Owner's  federal  income tax  liability.  The Owner will be
provided the opportunity to elect not to have tax withheld from distributions.

         TERMS OF THE PLAN.  Your  rights  under a Qualified  Contract  are also
subject to the terms of the  retirement  plan  itself,  although  we will not be
bound by the terms of the plan if they contradict the Qualified Contract.

TRANSFERS, ASSIGNMENTS, OR EXCHANGES OF A CONTRACT

         A transfer or assignment of ownership of a Contract, the designation of
an annuitant,  the  selection of certain  maturity  dates,  or the exchange of a
Contract may result in certain tax consequences to you that are not discussed in
this  prospectus.  An owner  contemplating  any  such  transfer,  assignment  or
exchange, should consult a tax adviser as to the tax consequences.

POSSIBLE TAX LAW CHANGES

         Although the likelihood of legislative  changes is uncertain,  there is
always the  possibility  that the tax treatment of the Contract  could change by
legislation  or  otherwise.  Consult a tax adviser with  respect to  legislative
developments  and their effect on the Contract.  We have the right to modify the
Contract in response to legislative  changes that could  otherwise  diminish the
favorable tax treatment that annuity contract owners currently receive.

==============================================================================
7.  HOW DO I ACCESS MY MONEY?
==============================================================================

         You can partially  withdraw from or surrender your  Contract.  When you
surrender your  Contract,  you can take the proceeds in a single sum, or you can
request that we pay the  proceeds  over a period of time under one of our income
plans. See "What Are My Income Payment Options?"

WITHDRAWALS

         You may withdraw all or part of your Surrender Value at any time before
the Income Date while the  Annuitant is still  living.  (If you have elected the
"payments for a specified period certain" income plan option,  you may request a
full or partial withdrawal after the Income Date; otherwise,  no withdrawals are
permitted  after the Income Date.) There may be adverse tax  consequences if you
make a withdrawal  from or surrender your Contract.  Also,  there may be adverse
tax consequences if you make a partial  withdrawal  during the Income Phase. See
"How Will My Contract Be Taxed?" You may make your withdrawal request in writing
or by telephone.  See  "Requesting  Payments." Any  withdrawal  must be at least
$250. If a withdrawal  request  would reduce your Account  Value  remaining in a
Sub-Account  below $250,  we will treat the  withdrawal  request as a request to
withdraw the entire amount.  We will pay you the  withdrawal  amount in one sum.
Under  certain  circumstances,  we  may  delay  this  payment.  See  "Requesting
Payments."

         When you request a withdrawal, you can direct how we deduct the
withdrawal from your Account Value. If you provide no directions, we will deduct
the withdrawal from your Account Value in the Sub-Accounts on a pro-rata basis.

         A partial withdrawal will reduce your death benefit  proportionately by
the amount your withdrawal  (including any applicable  Market Value  Adjustment)
reduces Account Value and may be subject to federal income tax. See "How Will My
Contract Be Taxed?" and "Does The Contract Have A Death Benefit?"

         Please note that if your requested withdrawal would reduce your Account
Value below $2,000, we reserve the right to treat the request as a withdrawal of
only the excess over $2,000.

         SYSTEMATIC   PARTIAL   WITHDRAWAL   PROGRAM.   The  systematic  partial
withdrawal program provides automatic monthly, quarterly, semi-annual, or annual
payments to you from the amounts you have accumulated in the  Sub-Accounts.  You
select the day we take  withdrawals,  but this day can be no later than the 28th
day of the month.  If you do not select a day, we will use the day of each month
that  corresponds  to your Contract Date. If that date is not a Business Day, we
will use the next following  Business Day. The minimum  payment is $100. You can
elect to withdraw  either  earnings in a prior period (for example,  prior month
for  monthly  withdrawals  or prior  quarter  for  quarterly  withdrawals)  or a
specified dollar amount.

         -    If you elect  earnings,  we will deduct the  withdrawals  from the
              Sub-Accounts in which you are invested on a pro-rata basis.

         -    If you  elect  a  specified  dollar  amount,  we will  deduct  the
              withdrawals  from the  Sub-Accounts in which you are invested on a
              pro-rata  basis unless you tell us otherwise.  Also, any amount in
              excess  of  interest  earned on a Fixed  Sub-Account  in the prior
              period ordinarily will be subject to a Market Value Adjustment.
              See "Market Value Adjustment."

         You may participate in the systematic partial withdrawal program at any
time before the Income Date by providing  Satisfactory  Notice.  Once we receive
your  request,  the  program  will  begin and will  remain in effect  until your
Account  Value drops to zero.  You may cancel or make  changes in the program at
any time by providing us with  Satisfactory  Notice.  We do not deduct any other
charges for this program.  We reserve the right to  discontinue  the  systematic
partial  withdrawal  program at any time and for any reason.  Systematic partial
withdrawals  are not available  while you are  participating  in the dollar-cost
averaging program.

         IRA PARTIAL  WITHDRAWAL  PROGRAM.  If your  Contract is an IRA Contract
(other than a Roth IRA  Contract)  and you will attain age 70 1/2 in the current
calendar  year,  distributions  may be made to satisfy  requirements  imposed by
federal tax law. An IRA partial  withdrawal  provides payout of amounts required
to be  distributed  by the IRS rules  governing  mandatory  distributions  under
qualified plans. We will send a notice before  distributions must commence,  and
you may elect this program at that time, or at a later date.  You are,  however,
ultimately responsible for determining that IRA distributions comply with
applicable tax code rules.

         You may not  elect the IRA  Partial  Withdrawal  program  while you are
participating in the systematic  partial  withdrawal  program.  You may take IRA
partial withdrawals on a monthly,  quarterly,  semi-annual,  or annual basis. We
require  a  minimum  withdrawal  of  $100.  You  select  the  day  we  make  the
withdrawals, but this day can be no later than the 28th day of the month. If you
do not elect a day, we will use the day of each month that  corresponds  to your
Contract Date.

REQUESTING PAYMENTS

         You must  provide  us with  Satisfactory  Notice  of your  request  for
payment.  We will  ordinarily  pay any death benefit,  withdrawal,  or surrender
proceeds  within seven days after receipt at our Customer  Service Center of all
the  requirements  for payment.  We will determine the amount as of the date our
Customer Service Center receives all requirements.

         We may delay  making a  payment,  applying  Account  Value to an income
plan, or processing a transfer request if:

         -    the disposal or valuation of the Variable  Account's assets is not
              reasonably  practicable  because  the New York Stock  Exchange  is
              closed for other than a regular  holiday  or  weekend,  trading is
              restricted  by the  SEC,  or the SEC  declares  that an  emergency
              exists; or

         -    the SEC, by order, permits postponement of payment to protect our
              Owners.

         We also may defer making payments  attributable to a check that has not
cleared  (which may take up to 15 days),  and we may defer  payment of  proceeds
from the Fixed Account for a withdrawal,  surrender,  or transfer request for up
to six months from the date we receive the request.

         If we defer  payment  30 days or more,  the amount  deferred  will earn
interest at a rate not less than the minimum  required  in the  jurisdiction  in
which we delivered the Contract.

==============================================================================
8.  HOW IS CONTRACT PERFORMANCE PRESENTED?
==============================================================================

         We may  advertise  or include  in sales  literature  yields,  effective
yields,  and total returns for the Variable  Sub-Accounts.  Effective yields and
total  returns  for  the  Variable  Sub-Accounts  are  based  on the  investment
performance  of the  corresponding  Funds.  We show  standard  performance  that
reflects no charges for the optional  benefits and that reflects the charges for
the optional benefits. WE BASE THESE FIGURES ON HISTORICAL PERFORMANCE, AND THEY
DO NOT INDICATE OR PROJECT FUTURE  RESULTS.  We may also advertise or include in
sales  literature  a  Variable  Sub-Account's  performance  compared  to certain
performance rankings and indexes compiled by independent organizations,
and we may present performance rankings and indexes without such a comparison.

YIELD

         The  yield of the Money  Market  Sub-Account  refers to the  annualized
income generated by an investment in the Sub-Account over a specified  seven-day
period.  We calculate the yield by assuming  that the income  generated for that
seven-day  period is generated each seven-day  period over a 52-week period.  We
calculate the effective yield similarly but, when annualized,  the income earned
by an investment in the Money Market  Sub-Account  is assumed to be  reinvested.
The  effective  yield  will be  slightly  higher  than the yield  because of the
compounding effect of this assumed reinvestment.

         The  yield  of  a  Variable   Sub-Account   (except  the  Money  Market
Sub-Account)  refers to the annualized  income generated by an investment in the
Variable  Sub-Account over a specified 30-day or one-month  period. We calculate
the yield by assuming that the income  generated by the  investment  during that
30-day or one-month period is generated over a 12-month period.

TOTAL RETURN

         The total return of a Variable  Sub-Account refers to return quotations
assuming  an  investment  under  a  Contract  has  been  held  in  the  Variable
Sub-Account  for the stated  times.  Average  annual  total return of a Variable
Sub-Account  tells you the return you would have  experienced if you allocated a
$1,000  purchase  payment to a Variable  Sub-Account  for the specified  period.
Standard average annual total return reflects all historical  investment results
for the Variable  Sub-Account,  less all charges and deductions  applied against
the Variable Sub-Account,  but excluding any deductions for purchase payment tax
charges and optional  benefit  charges.  Standard total return may be quoted for
various  periods  including 1 year, 5 years,  and 10 years, or from inception of
the  Variable   Sub-Account   if  any  of  those  periods  are  not   available.
"Non-Standard"  average  annual  total  return  information  may  be  presented,
computed on the same basis as  described  above,  except that we will not deduct
contract charges. In addition,  we may from time to time disclose average annual
total return for non-standard periods and cumulative total return for a Variable
Sub-Account.

PERFORMANCE/COMPARISONS

         We may, from time to time, also disclose yield, standard total returns,
and  non-standard  total  returns  for the Funds.  We may also  disclose  yield,
standard  total  returns,  and  non-standard  total  returns  of  funds or other
accounts managed by the Adviser or Subadviser with investment objectives similar
to  those of the  Funds,  and  Variable  Sub-Account  performance  based on that
performance  data.  We  will  accompany  non-standard  performance  by  standard
performance.

         In advertising and sales literature,  we may compare the performance of
each Variable  Sub-Account to the performance of other variable  annuity issuers
in general or to the  performance  of  particular  types of  variable  annuities
investing in mutual funds, or investment series of mutual funds with investment
objectives similar to each of the Variable  Sub-Accounts.  Advertising and sales
literature may also compare the performance of a Variable Sub-Account to the S&P
500  Composite  Stock Price Index,  a widely used measure of stock  performance.
This unmanaged index assumes the  reinvestment of dividends but does not reflect
any deduction for the expense of operating or managing an investment  portfolio.
Other  independent  ranking services and indexes may also be used as a source of
performance  comparison.  We may also report other  information,  including  the
effect  of  tax-deferred  compounding  on a  Variable  Sub-Account's  investment
returns, or returns in general,  which may be illustrated by tables,  graphs, or
charts.

==============================================================================
9.  DOES THE CONTRACT HAVE A DEATH BENEFIT?
==============================================================================

         Your Contract  provides a death benefit for your Beneficiary if you die
before the Income Date.

         If any Owner dies before the Income Date,  we will pay the  Beneficiary
the greatest of:

         -    the Account  Value  determined  as of the  Business Day we receive
              proof of death  (if  proof of death is  received  on other  than a
              Business  Day,  we will  deem the  proof as  received  on the next
              following Business Day);

         -    100% of the sum of all purchase  payments made under the Contract,
              reduced  proportionately  by the amount that any prior  withdrawal
              (including  any  associated  Market  Value  Adjustment   incurred)
              reduced Amount Value; or

         -    the highest anniversary value (the "Highest Anniversary Value").

         The  Highest  Anniversary  Value  is  the  greatest  anniversary  value
attained  in the  following  manner.  When we  receive  proof of death,  we will
calculate an anniversary  value for each Contract  Anniversary prior to the date
of the Owner's death, but not beyond the Owner's attained age 80. An anniversary
value for a Contract Anniversary equals:

         (1)    the Account Value on that Contract Anniversary;

         (2)    increased by the dollar amount of any purchase payments made
                since the Contract Anniversary; and

         (3)    reduced   proportionately  by  any  withdrawals  (including  any
                associated  Market Value  Adjustment  incurred) taken since that
                Contract   Anniversary.   (By   proportionately,   we  take  the
                percentage by which the  withdrawal  decreases the Account Value
                and we reduce the sum of (1) and (2) by that percentage.)

         If there are multiple Owners, we will use the age of the oldest Owner
to determine the applicable death benefit. If there is an Owner who is not a
natural person (that is, an individual), we will treat the Annuitant as an Owner
for the purpose of determining  when an Owner dies and the  Annuitant's age will
determine  the death  benefit  payable to the  Beneficiary  in the event of such
Annuitant's death. We will consider any rider benefits payable upon death of the
Owner (or Annuitant, if no natural Owner) part of the death benefit.

OWNER'S DEATH BEFORE THE INCOME DATE

         If an Owner dies before the Income Date, the Beneficiary has up to five
years from the Owner's date of death to request  that the death  benefit be paid
in one lump  sum.  If the  Beneficiary  elects  the lump sum and we pay it,  the
Contract  will  terminate,  and we will have no  further  obligations  under the
Contract. Alternatively, the Beneficiary may provide us with Satisfactory Notice
and request  that the  Contract  continue,  in which case we will  continue  the
Contract subject to the following conditions:

         (1)    If there are joint Owners, the surviving Owner becomes the new
                Owner.  Otherwise, the Beneficiary becomes the new Owner.

         (2)    Unless the new Owner  otherwise  tells us, we will  allocate any
                excess of the Death  Benefit over the Account Value to and among
                the Variable and Fixed Accounts in proportion to their values as
                of the date on which we  determine  the death  benefit.  We will
                establish  a new Fixed  Sub-Account  for any  allocation  to the
                Fixed Account  based on the Guarantee  Period the new Owner then
                elects.

         However,  certain  distribution  rules  will  apply  to  the  continued
Contract.  If the sole new Owner is not the  deceased  Owner's  spouse,  we must
distribute the entire interest in the Contract either:  (i) over the life of the
new Owner, but not extending  beyond the life expectancy of the new Owner,  with
distributions  beginning  within one year of the prior  Owner's  death;  or (ii)
within five years of the deceased Owner's death.  These  distributions,  if from
the Fixed  Account,  are  subject  to our  Market  Value  Adjustment  rules.  In
addition, no additional purchase payments may be applied to the Contract.

         Alternatively,  if the sole new Owner is the deceased  Owner's  spouse,
the Contract  will  continue  with the  surviving  spouse as the new Owner.  The
Account Value will be the Death Benefit that  otherwise  would be paid in a lump
sum as of the Business Day we receive proof of death,  and the surviving  spouse
may make additional  purchase payments under the Contract.  The surviving spouse
may name a new Beneficiary.  If no Beneficiary is named, the surviving  spouse's
estate will be the  Beneficiary.  Upon the death of the  surviving  spouse,  the
death  benefit  will equal the Account  Value as of the  Business Day we receive
proof of the  spouse's  death.  We will  distribute  the entire  interest in the
Contract to the new  Beneficiary in accordance with the provisions that apply in
the case when the new Owner is not the surviving spouse.

         If there is more than one Beneficiary, the distribution provisions will
apply independently to each Beneficiary.

         If no Owner of the Contract is an individual, we will treat the death
of any Annuitant under the Contract as the death of an Owner.

         In all events,  for Non-Qualified  Contracts we will make death benefit
distributions  in accordance  with section 72(s) of the Code, or any  applicable
successor provision. Other rules may apply to a Qualified Contract.

OWNER'S DEATH AFTER THE INCOME DATE

         If any Owner dies on or after the Income  Date,  but before the time we
have  distributed  the entire  interest in the Contract,  we will distribute the
remaining portion at least as rapidly as under the method of distribution  being
used as of the date of the Owner's death.

OWNER'S OR ANNUITANT'S DEATH AFTER THE INCOME DATE

         If income payments have been selected based on an income plan providing
for  payments  for a guaranteed  period and the  Annuitant  dies on or after the
Income Date, we will make the remaining  guaranteed payments to the Beneficiary.
We will  make  any  remaining  payments  as  rapidly  as  under  the  method  of
distribution  being  used  as of  the  date  of  the  Annuitant's  death.  If no
Beneficiary  is living,  we will  commute  any unpaid  guaranteed  payments to a
single sum (on the basis of the interest rate used in determining  the payments)
and pay that single sum to the estate of the last to die of the Annuitant or the
Beneficiary.

OPTIONAL ENHANCED DEATH BENEFIT RIDER

         You may enhance the  Contract's  basic death benefit by purchasing  the
optional  Enhanced  Death Benefit  rider.  The Enhanced  Death Benefit rider may
provide an additional death benefit if the Owner dies before the Income Date (or
the Annuitant,  if the Owner is not a natural person). We determine the Enhanced
Death Benefit on the Business Day we receive proof of death by  subtracting  (b)
from (a), and then multiplying by (c), where:

         a)       is your Account Value on the date of calculation;

         b)       is the Net Purchase Amount; and

         c)       is the Benefit Rate.

         The Enhanced  Death Benefit will not exceed the Maximum  Benefit Amount
as shown in your Contract Schedule. The Maximum Benefit Amount is guaranteed not
to be less than 100% of your Net Purchase Amount times the benefit rate.

         On the Contract Date, the Net Purchase  Amount is equal to your Initial
Purchase  Payment.  Thereafter,  the Net  Purchase  Amount is  increased  by any
additional  purchase  payments  you make;  and is reduced in  proportion  to the
reduction in Account Value that results from withdrawals you make.

         The  Benefit  Rate is 40.0% for issue ages 69 and under,  and 25.0% for
issue ages 70 through 79.



<PAGE>



         We will pay the Enhanced Death Benefit to your Beneficiary or surviving
joint  Owner upon  receipt of written  proof of death.  PLEASE NOTE THAT IF YOUR
ACCOUNT VALUE HAS DECLINED SUCH THAT IT IS LESS THAN THE NET PURCHASE AMOUNT, NO
ENHANCED DEATH BENEFIT WILL BE PAYABLE.

         We show examples of the Enhanced Death Benefit in Appendix E.

         CONTRACT  CONTINUATION  OPTION.  An  Owner's  surviving  spouse  who is
eligible to continue the Contract under the Contract  Continuation  Option,  may
also be eligible to continue  this rider.  To do so, the  surviving  spouse must
give our Customer  Service  Center  notice within 30 days of the Business Day we
receive  proof of the Owner's  death.  If the spouse is eligible  under our then
existing rules, we will continue the rider based on our then current charges for
the new  Owner's  attained  age.  The  rider's  effective  date for  purposes of
calculating  the Net  Purchase  Amount  will be the  Business  Day the new Owner
elects to continue the rider. On this date the Net Purchase Amount will be equal
to the Account Value.  After that, the Net Purchase  Amount will be increased by
any  additional  purchase  payments the new Owner makes,  and will be reduced in
proportion to the reduction in Account Value that results from  withdrawals  the
new  Owner  makes.  All of the  other  terms and  conditions  of the rider  will
continue as before.


OTHER ENHANCED DEATH BENEFIT TERMS AND CONDITIONS.



         -  You can only purchase the Enhanced Death Benefit at time of
            application;

         -  You must be age 79 or younger at the time the Contract is issued;

         -  If you purchase the Enhanced Death Benefit as an optional benefit it
            is  irrevocable  and charges for it will remain in force  during the
            Accumulation  Phase  (unless not  renewed by a surviving  spouse who
            continues the Contract under the Contract Continuation Option).


IMPORTANT CONSIDERATIONS REGARDING THE ENHANCED DEATH BENEFIT OPTION.

         -  The Enhanced Death Benefit rider does not guarantee that any amounts
            under the rider will  become  payable  upon death.  Market  declines
            resulting  in your  Account  Value at death  being less than the Net
            Purchase  Amount  will  result in no Enhanced  Death  Benefit  being
            payable.

         -  Once  purchased,  the Enhanced  Death Benefit is  irrevocable.  This
            means that even if the investment  performance of the Funds are such
            as would result in a basic death benefit that is sufficient for your
            needs, the Enhanced Death Benefit charges will still be assessed.



<PAGE>



         -  Please take  advantage  of the  guidance  of a  qualified  financial
            adviser in evaluating the Enhanced Death Benefit option,  as well as
            all other aspects of the Contract.

         - The Enhanced Death Benefit may not be available in all states.

PROOF OF DEATH

         We must receive  satisfactory  proof of death at our  Customer  Service
Center before we will pay any death benefit. We will accept one of the following
items:

         1.     An original certified copy of an official death certificate; or

         2.     An original certified copy of a decree of a court of competent
                jurisdiction as to the finding of death; or

         3.     Any other proof satisfactory to us.

=============================================================================
10.  WHAT OTHER INFORMATION SHOULD I KNOW?
=============================================================================

SEPARATE ACCOUNTS

         THE SAGE  VARIABLE  ANNUITY  ACCOUNT  A. We  established  the  Variable
Account as a separate investment account under Delaware law on December 3, 1997.
The Variable  Account may invest in mutual funds,  unit investment  trusts,  and
other investment  portfolios.  We own the assets in the Variable Account and are
obligated to pay all benefits under the Contracts.  We use the Variable  Account
to support the  Contracts  as well as for other  purposes  permitted  by law. We
registered the Variable  Account with the SEC as a unit  investment  trust under
the 1940 Act and it qualifies as a "separate  account" within the meaning of the
federal  securities laws. Such  registration does not involve any supervision by
the SEC of the management of the Variable Account or Sage Life.

         We divided the Variable  Account into  Variable  Sub-Accounts,  each of
which currently  invests in shares of a specific Fund of AIM Variable  Insurance
Funds, The Alger American Fund,  Liberty  Variable  Investment  Trust,  SteinRoe
Variable Investment Trust, MFS(R) Variable Investment  Trust(SM),  The Universal
Institutional  Funds,  Inc.,  Oppenheimer  Variable  Account  Funds,  Sage  Life
Investment Trust, and T. Rowe Price Equity Series,  Inc.  Variable  Sub-Accounts
buy and redeem  Fund  shares at net asset value  without  any sales  charge.  We
reinvest  any  dividends  from net  investment  income  and  distributions  from
realized gains from security transactions of a Fund at net asset value in shares
of the same Fund.  Income,  gains and  losses,  realized or  unrealized,  of the
Variable Account are credited to or charged against the Variable Account without
regard to any other  income,  gains or losses of Sage Life.  Assets equal to the
reserves and other Contract liabilities with respect to the Variable Account are
not chargeable with liabilities  arising out of any other business or account of
Sage Life. If the assets exceed the required reserves and other
liabilities, we may transfer the excess to our General Account.

         VOTING OF FUND  SHARES.  We are the legal  owner of shares  held by the
Variable  Sub-Accounts  and as  such,  have  the  right  to vote on all  matters
submitted to  shareholders  of the Funds.  However,  as required by law, we will
vote shares held in the Variable Sub-Accounts at regular and special meetings of
shareholders of the Funds  according to  instructions  received from Owners with
Account Value in the Variable  Sub-Accounts.  To obtain your voting instructions
before  a  Fund  shareholder  meeting,  we  will  send  you  voting  instruction
materials,  a voting  instruction form, and any other related material.  We will
vote  shares  held by a Variable  Sub-Account  for which we  received  no timely
instructions in the same proportion as those shares for which we received voting
instructions.  Should the applicable  federal securities laws,  regulations,  or
interpretations thereof change so as to permit us to vote shares of the Funds in
our own right, we may elect to do so.

         THE SAGE  FIXED  INTEREST  ACCOUNT  A. The Fixed  Account is a separate
investment  account under state  insurance law. We maintain it separate from our
General  Account and separate from any other separate  account that we may have.
We own the assets in the Fixed  Account,  and may offer the Fixed Account in our
variable  life  insurance  products.  Assets  equal to the  reserves  and  other
liabilities of the Fixed Account will not be charged with liabilities that arise
from any other  business that we conduct.  Thus,  the Fixed  Account  represents
pools of assets that provide an additional measure of assurance that Owners will
receive full  payment of benefits  under the  Contracts.  We may transfer to our
General  Account  assets that exceed the reserves and other  liabilities  of the
Fixed Account.  However,  our obligations  under (and values and benefits under)
the Fixed Account do not vary as a function of the investment performance of the
Fixed Account.  Owners and Beneficiaries  with rights under the Contracts do not
participate  in the  investment  gains or  losses  of the  assets  of the  Fixed
Account.  These gains or losses accrue solely to us. We retain the risk that the
value of the assets in the Fixed  Account may fall below the  reserves and other
liabilities  that we must maintain in connection with our obligations  under the
Fixed  Account.  In such an event,  we will  transfer  assets  from our  General
Account to the Fixed Account to make up the  difference.  We are not required to
register the Fixed Account as an investment company under the 1940 Act.

MODIFICATION

         When  permitted  by  applicable  law,  we may modify the  Contracts  as
follows:

         -    deregister the Variable Account under the 1940 Act;

         -    operate the Variable Account as a management company under the
              1940 Act if it is operating as a unit investment trust;

         -    operate the Variable  Account as a unit investment trust under the
              1940 Act if it is operating as a managed separate account;

         -    restrict or eliminate any voting rights of Owners, or other
              persons who have voting rights as to the Variable Account;

         -    combine the Variable Account with other separate accounts; and

         -    combine a Variable Sub-Account with another Variable Sub-Account.

         We also reserve the right, subject to applicable law, to make additions
to,  deletions from, or  substitutions  of shares of a Fund that are held by the
Variable  Account  (the  shares of the new Fund may have higher fees and charges
than the Fund it replaced,  and not all Funds may be available to all classes of
Contracts);  and to  establish  additional  Variable  Sub-Accounts  or eliminate
Variable Sub-Accounts,  if marketing,  tax, or investment conditions so warrant.
Subject to any required regulatory  approvals,  we reserve the right to transfer
assets of a Variable  Sub-Account  that we determine to be  associated  with the
class of Contracts to which the Contract belongs, to another separate account or
to another separate account sub-account.

         If the  actions we take result in a material  change in the  underlying
investments of a Variable Sub-Account in which you are invested,  we will notify
you of the change. You may then make a new choice of Variable Sub-Accounts.

DISTRIBUTION OF THE CONTRACTS

         Sage Distributors, Inc., 300 Atlantic Street, Stamford, CT 06901 ("Sage
Distributors") acts as the distributor (principal underwriter) of the Contracts.
Sage  Distributors  is a corporation  organized  under  Delaware law in 1997, is
registered as a broker-dealer  under the Securities Exchange Act of 1934, and is
a member of the National  Association of Securities Dealers,  Inc. (the "NASD").
Sage  Distributors is a wholly owned  subsidiary of Sage Insurance Group Inc. We
compensate  Sage  Distributors  for  acting  as  principal  underwriter  under a
distribution agreement. We offer the Contracts on a continuous basis, and do not
anticipate  discontinuing  their sale. The Contracts may not be available in all
states.

EXPERTS

         The  financial  statements of Sage Life  Assurance of America,  Inc. at
December 31, 1999 and 1998,  and for each of the three years in the period ended
December 31, 1999,  and the financial  statements  of The Sage Variable  Annuity
Account A at  December  31,  1999 and for the  period  from  February  19,  1999
(commencement  of  operations)  through  December  31,  1999,  appearing in this
Prospectus and Registration Statement have been audited by  ___________________,
independent  auditors, as set forth in their reports thereon appearing elsewhere
herein,  and are included in reliance upon such reports given upon the authority
of such firm as experts in accounting and auditing.  The financial statements of
Sage Life  Assurance of America,  Inc. for the nine months ended  September  30,
2000 and 1999 have not been audited.

LEGAL PROCEEDINGS

         Sage Life and its subsidiaries, as of the date of this Prospectus, are
not involved in any lawsuits. However, Sage Life's direct and indirect parent
companies,  like other  companies,  are involved in lawsuits.  In some  lawsuits
involving  insurers,  substantial  damages  have  been  sought  and/or  material
settlement  payments  have been made.  Although  the  outcome of any  litigation
cannot be predicted with certainty,  Sage Life believes that at the present time
there are no pending or threatened lawsuits that are reasonably likely to have a
material adverse impact on the Variable Account,  the Fixed Account, the General
Account, or Sage Life.

REPORTS TO CONTRACT OWNERS

         We maintain  records and  accounts of all  transactions  involving  the
Contracts,  the Variable Account,  and the Fixed Account at our Customer Service
Center.  Each year,  or more often if required by law, we will send you a report
showing information about your Contract for the period covered by the report. We
will also send you an annual and a semi-annual report for each Fund underlying a
Variable  Sub-Account  in which you are invested as required by the 1940 Act. In
addition,  when  you  make  purchase  payments,  or if  you  make  transfers  or
withdrawals, we will send you a confirmation of these transactions.

AUTHORITY TO MAKE AGREEMENTS

         One of our officers must sign all  agreements we make. No other person,
including an insurance agent or registered representative,  can change the terms
of your Contract or make changes to it without our consent.

FINANCIAL STATEMENTS

         Financial  statements  are  presented in the  Statement  of  Additional
Information  for  the  Variable  Account  as  of  December  31,  1999  from  its
commencement of operations on February 19, 1999.

         We included  the  audited  financial  statements  for Sage Life for the
years ended December 31, 1999 and 1998 and each of the three years in the period
ended December 31, 1999 and unaudited financial  information as of September 30,
2000 and for the nine month  periods  ended  September 30, 2000 and 1999 in this
Prospectus.  You should consider these  financial  statements only as bearing on
the ability of Sage Life to meet its obligations under the Contracts. You should
not consider them as bearing on the investment performance of the assets held in
the Variable Account.

================================================================================
11.  HOW CAN I MAKE INQUIRIES?
================================================================================

        You may make  inquiries  about your  Contract by  contacting  one of our
authorized  registered  representatives  or by  writing  or  calling  us at  our
Customer Service Center.

================================================================================
12.  ADDITIONAL INFORMATION ABOUT SAGE LIFE ASSURANCE OF AMERICA, INC.
================================================================================


HISTORY AND BUSINESS

        OWNERSHIP.  Sage  Life was  incorporated  under the laws of the state of
Delaware in 1981.  The Company is authorized to write general life insurance and
fixed and variable annuity  contracts in all states except New York, and also is
licensed to conduct variable life insurance business in all but five states.

        Fidelity  Mutual  Life  Insurance  Company,   a  Pennsylvania   insurer,
sponsored  the Company's  formation in 1981 under the name of Fidelity  Standard
Life Insurance Company ("Fidelity Life").  Security First Life Insurance Company
("Security First") of Los Angeles, California acquired Fidelity Life in December
1984.  In January 1997,  Sage  Insurance  Group Inc.  ("Sage  Insurance  Group")
(formerly Finplan Investment  Corp.), a Delaware  corporation and a wholly owned
indirect  subsidiary  of Sage Group  Limited  ("Sage  Group"),  a South  African
corporation  and the Company's  ultimate  parent,  acquired  Fidelity  Life. The
Company  changed to its present name in September  1997. In December 1998,  Sage
Insurance Group formed a new company, Sage Life Holdings of America, Inc. ("Sage
Life  Holdings"),  to  act as the  new  immediate  parent  of the  Company.  The
transaction  is  discussed  more fully in the section  below  entitled  "Holding
Company Structure and Background."

        PRIOR BUSINESS OPERATIONS.  As a Security First subsidiary,  the Company
specialized in the marketing of annuities qualifying under Section 403(b) of the
Code.  Under  an  assumption  reinsurance  agreement,  Fidelity  Life's  annuity
business was  irrevocably  transferred  to Security First in January 1997 except
for a  small  number  of  contracts.  During  1998,  Security  First  assumption
reinsured all of the remaining annuity business of Fidelity Life. Security First
is now a subsidiary of The Metropolitan Life Insurance Company.

        HOLDING  COMPANY  STRUCTURE AND BACKGROUND.  We are an indirect,  wholly
owned subsidiary of Sage Insurance Group,  which is a holding company for us and
affiliated entities conducting life and annuity insurance business in the United
States. We also are an indirect,  wholly-owned  subsidiary of Sage Group Limited
("Sage Group"), a corporation  quoted on the Johannesburg  Stock Exchange.  Sage
Group is a holding  company with a  thirty-year  history of extensive  operating
experience in mutual funds, life assurance and investment management. Sage Group
has directly and  indirectly  engaged in insurance  marketing  activities in the
United  States  since  1977  through  its  financial  interests  in  Independent
Financial  Marketing  Group  Inc.,  a  financial  planning  and  bank  insurance
marketing  company.  Sage  Group  sold its  interest  in  Independent  Financial
Marketing Group in March 1996 to the Liberty Financial Companies of Boston.

        On December  1, 1998,  Sage Group  entered  into a letter of intent with
Swiss  Re Life & Health  America  Inc.  ("Swiss  Re").  Swiss Re is an  indirect
subsidiary of Swiss Reinsurance Company, Switzerland, one of the world's largest
reinsurance groups. This agreement  encompassed two transactions:  (1) that Sage
Life would enter into a reinsurance  agreement  with Swiss Re or its  affiliate,
Life Reassurance  Corporation of America ("LRCA"); and (2) that Swiss Re or LRCA
would make an  investment  in Sage Life  Holdings,  our  immediate  parent.  The
reinsurance  agreement  with LRCA was  entered  into on June 8, 2000.  As to the
investment in Sage Life  Holdings,  on December 31, 1998,  LRCA did invest $12.5
million in non-voting, non-redeemable, cumulative preferred stock of Sage Life
Holdings,  which at that point became our  immediate  parent and a  wholly-owned
subsidiary of Sage Insurance Group. We anticipate that, during the third quarter
of 2000, LRCA will exchange part of its preferred stock for a voting interest of
not more that 9.9% in Sage Life Holdings with a  retroactive  effective  date of
April 1999.  The  arrangements  contemplated  by the agreement may be subject to
regulatory approval.

        The  Company is licensed  to write  business  in all states,  except New
York. However, the Company has formed a subsidiary company,  Sage Life Assurance
Company of New York  ("Sage  Life New  York"),  that will be  licensed  to write
business  in New York.  It is  anticipated  that  Sage Life New York will  begin
operations at the beginning of 2001.

        SELECTED FINANCIAL DATA. (To be filed by Amendment)


       MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                              RESULTS OF OPERATIONS

        INTRODUCTION.   The  following  discussion  highlights  the  significant
factors that influence our operations.  Please read this  discussion  along with
our financial statements and the related notes included in this Prospectus.



(To be filed by Amendment)


                        DIRECTORS AND EXECUTIVE OFFICERS

<TABLE>
<CAPTION>
                               POSITION HELD WITH THE              OTHER PRINCIPAL POSITIONS
NAME (AGE)                     COMPANY/YEAR COMMENCED              DURING PAST FIVE YEARS
- ----------                     ----------------------              ----------------------
<S>                          <C>                                   <C>
Ronald S. Scowby(1)            Director, 1/97 to present;          Chairman, President and Chief
    Age 61                     Chairman, 2/98 to present           Executive Officer, 1/2000 to present,
                                                                   Sheldon Scowby Associates, Inc.;
                                                                   Chairman and Trustee, Sage Life
                                                                   Investment Trust, 7/98 to present;
                                                                   Director, Sage Life Assurance Company
                                                                   of New York, 5/98 to present; Deputy
                                                                   Chairman 2/98 to present, President,
                                                                   1/97 to 2/98, Director, 1/97 to
                                                                   present, Sage Insurance Group Inc.;
                                                                   Director, Sage Advisors, Inc., 1/98
                                                                   to 12/99; President, Chief Executive
                                                                   Officer, Sage Life Assurance of
                                                                   America Inc., 1/97-2/98; Director,
                                                                   Sage Distributors, Inc., 1/98 to
                                                                   12/99; Director, President, Chief
                                                                   Executive Officer, Sage Management
                                                                   Services (USA), Inc., 6/96 to 12/99;
                                                                   Owner, Sheldon Scowby Resources
                                                                   7/95-6/96.

Robin I. Marsden(2)            Director, 1/97 to present;          President and Chief Executive
    Age 34                     President and Chief Executive       Officer, Sage Life Assurance Company
                               Officer, 2/98 to present            of New York, 4/2000 to present;
                                                                   Director and President, Sage Life
                                                                   (Bermuda) Ltd., 1/2000 to present;
                                                                   President and Trustee, Sage Life
                                                                   Investment Trust, 7/98 to present;
                                                                   Director, Sage Life Assurance Company
                                                                   of New York, 5/98 to present;
                                                                   Director, President, Sage Advisors,
                                                                   Inc., 1/98 to present; Director, Sage
                                                                   Distributors, Inc., 1/98 to present;
                                                                   Director, 1/97 to present, President
                                                                   and Chief Executive Officer, 2/98 to
                                                                   present, Sage Insurance Group, Inc.;
                                                                   Chief Investment Officer, Sage Life
                                                                   Holdings, Ltd., 11/94 to 1/98; and
                                                                   Executive-Strategic Developments,
                                                                   Sage Group Ltd., 11/94 to 1/98.

H. Louis Shill(3)              Director, 1/97 to                   Director, Sage Life Assurance Company
    Age 70                     present                             of New York, 5/98 to present;
                                                                   Chairman, Sage Life Assurance of
                                                                   America, Inc., 1/97 to 2/98;
                                                                   Chairman, Sage Insurance Group, Inc.,
                                                                   1/97 to present; Founder, Chairman,
                                                                   Sage Group Limited, 1965 to present.

Paul C. Meyer(4)               Director, 1/97 to                   Director, Sage Life Assurance Company
    Age 47                     present                             of New York, 5/98 to present; Partner,
                                                                   Clifford, Chance, Rogers & Wells LLP, 1986 to
                                                                   present.

Richard D. Starr(5)            Director, 1/97 to                   Chairman and Director, ABN Amro
    Age 56                     present                             Financial Services, Inc., 7/00 to
                                                                   present; Director, Sage Life Assurance
                                                                   Company of New York, 5/98 to present;
                                                                   President, First Interstate
                                                                   Securities, 1/95 to 12/95; Chairman &
                                                                   Chief Executive Officer, Financial
                                                                   Institutions Group, Inc., 10/78 to
                                                                   present.

Mitchell R. Katcher(2)         Director, 12/97 to present; Senior  Senior Executive Vice President and
    Age 47                     Executive Vice President,           Chief Actuary, Sage Life Assurance
                               Chief Actuary 5/27 to present       Company of New York, 4/2000 to
                                                                   present; Also, Chief Financial
                                                                   Officer of Sage Life 5/97 to __/00;
                                                                   Director, Chief Financial Officer and
                                                                   Chief Actuary, Sage Life (Bermuda), Ltd.,
                                                                   1/2000 to present; Vice President, Sage Life Investment
                                                                   Trust,   7/98 to   present; Director, Sage Life Assurance
                                                                   Company of New York, 5/98 to present; Director,
                                                                   Treasurer, Sage Advisors, Inc., 1/98 to present;
                                                                   Director, Sage Distributors, Inc., 1/98 to present;
                                                                   Treasurer, 7/97 to present, Senior Executive Vice
                                                                   President, 12/97 to present, Sage Insurance Group, Inc.;
                                                                   Executive Vice President, Golden American Life Insurance
                                                                   Company, 7/93-2/97.

Meyer Feldberg(6)              Director, 1/2000 to present         Dean/Professor, Columbia University
    Age 58                                                         Graduate School of Business, 7/89 to
                                                                   present; Director, 1/2000 to present,
                                                                   Sage Life Assurance Company of New
                                                                   York and Sage Insurance Group, Inc.

John A. Benning(7)             Director, 4/2000 to present         Director, 4/2000 to present, Sage Life
     Age 66                                                        Assurance Company of New York; Treasurer and
                                                                   General Counsel, Liberty Hospitality Company,
                                                                   1/2000 to present; Senior Vice President and
                                                                   General Counsel, Liberty Financial Companies,
                                                                   1986 to 1999.
</TABLE>

- ---------------
(1)  Mr. Scowby's principal business address is 200 Broad Street, Suite 2337,
     Stamford, CT 06901
(2)  The principal  business  address of these  persons is 300 Atlantic  Street,
     Stamford, CT 06901.
(3)  Mr. Shill's principal business address is Sage Centre, 10 Fraser Street,
     Johannesburg, South Africa 2000.
(4)  Mr. Meyer's principal business address is 200 Park Avenue, New York, NY
     10166.
(5)  Mr. Starr's principal business address is 22507 SE 47th Place, Issaquah, WA
     98029.
(6)  Dr. Feldberg's  principal business address is Columbia  University Graduate
     School of Business, Uris Hall, Room 101, 3022 Broadway, New York, NY 10027.
(7)  Mr. Benning's principal business address is 23rd Floor, 600 Atlantic
     Street, Boston, MA 02210

COMPENSATION

        Our  executive  officers  also  serve as  officers  of our parent and of
certain  affiliated  companies.  Cost allocations have been made to us as to the
time these individuals devoted to their duties with us. No allocation was made
during 1997 nor was any made for 1998 for the services of Mr. Shill. No
allocation was made during 1997 for the services of Mr. Marsden.

        The  following  table  includes  compensation  paid  by us for  services
rendered  in all  capacities  for the years  indicated  for the Chief  Executive
Officer and the other Executive Officers  compensated more than $100,000 for the
year ended December 31, 1999.

<TABLE>
<CAPTION>
                                                            ANNUAL COMPENSATION
                                                    -----------------------------------
                                                                                           ALL OTHER
               NAME AND PRINCIPAL POSITION            YEAR       SALARY        BONUS      COMPENSATION
               ---------------------------            ----       ------        -----      ------------
<S>                                                   <C>        <C>           <C>        <C>
      Ronald S. Scowby.........................       1997        $337,500     $100,000
         Chairman(1)                                  1998        $350,000     $100,000    $ 22,097
                                                      1999        $350,000     $100,000    $100,000

      Robin I. Marsden.........................       1998        $275,000     $100,000
         President and Chief Executive Officer(1)     1999        $322,500     $150,000    $ 20,956


      Mitchell R. Katcher......................       1997        $114,583     $265,000
         Senior Executive Vice President,             1998        $250,000     $125,000
         Chief Financial Officer                      1999        $268,750     $150,000    $ 19,037
         and Chief Actuary(1)
</TABLE>

- ---------------
(1) All salaries and bonuses are paid by Sage Insurance Group.

We pay outside directors  $12,000 and $2,000 per meeting attended.  Dr. Feldberg
is paid $30,000 and $8,000 per meeting  attended.  For meetings  attended in the
year ended  December  31,  1999,  we paid each  outside  director  $20,000.  Dr.
Feldberg  attended no meetings in 1999; we paid his 2000  retainer in 1999.  All
directors'  compensation  includes  compensation  for  services  on any board of
directors  for any company  affiliated  with the Company.  We do not  compensate
directors who are officers or employees of ours or our affiliates for serving on
the Board. Directors do not receive retirement benefits.



                      Sage Life Assurance of America, Inc.

                              Financial Statements


(To be filed by Amendment.)


                            TABLE OF CONTENTS OF THE
                       STATEMENT OF ADDITIONAL INFORMATION

         Additional  information  about  the  Contracts  and The  Sage  Variable
Annuity Account A is contained in the Statement of Additional  Information.  You
can obtain a free copy of the Statement of Additional  Information by writing to
us at the address  shown on the front cover or by calling (877)  835-7243  (Toll
Free).  The  following is the Table of Contents for the  Statement of Additional
Information.

                       STATEMENT OF ADDITIONAL INFORMATION
                                TABLE OF CONTENTS

Assignment

Change of Owner, Beneficiary or Annuitant

Misstatement and Proof of Age, Sex or Survival

Incontestability

Participation

Beneficiary Designation

Tax Status of the Contracts
       Diversification Requirements
       Owner Control
       Required Distribution from Non-Qualified Contracts

Qualified Contracts
       Taxation of Withdrawals
       Individual Retirement Accounts (IRAs)
       SIMPLE IRAs
       Roth IRAs

Calculation of Historical Performance Data
       Money Market Sub-Account Yields
       Other Variable Sub-Account Yields
       Average Annual Total Returns
       Other Total Returns

       Effect of the Annual Administration Charge on Performance Data
       Use of Indexes
       Other Information

Income Payment Provisions
       Amount of Fixed Income Payments
       Amount of Variable Income Payments
       Income Units
       Income Unit Value
       Exchange of Income Units

Safekeeping of Account Assets

Legal Matters

Other Information

Financial Statements

===============================================================================
                                   APPENDIX A
===============================================================================


                             MARKET VALUE ADJUSTMENT

         We  will  apply a  Market  Value  Adjustment  to  amounts  surrendered,
withdrawn,  transferred  or  applied  to an income  plan when taken from a Fixed
Sub-Account  more than 30 days  before its  Expiration  Date.  We apply a Market
Value Adjustment separately to each Fixed Sub-Account.

         For a surrender,  withdrawal,  transfer or amount  applied to an income
plan, we will calculate the Market Value Adjustment by applying the factor below
to the total amount that must be surrendered,  withdrawn, transferred or applied
to an income plan in order to provide the amount requested.

                                            (N/365)
                             [(1+I)/(1+J+.0025)] - 1

Where

           -    I  is  the  Index  Rate  for  a  maturity  equal  to  the  Fixed
                Sub-Account's  Guarantee  Period at the time that we established
                the Sub-Account;

           -    J is the Index Rate for a maturity  equal to the time  remaining
                (rounded  up to the next full  year) in the Fixed  Sub-Account's
                Guarantee  Period,   at  the  time  of  surrender,   withdrawal,
                transfer, or application to an income plan; and

           -    N is the remaining number of days in the Guarantee Period at the
                time of calculation.

We will apply Market Value Adjustments as follows:

If the  Market  Value  Adjustment  is  negative,  we  first  deduct  it from any
remaining value in the Fixed Sub-Account.  We then deduct any remaining negative
Market Value Adjustment from the amount you surrender,  withdraw,  transfer,  or
apply to an income plan.

If the Market Value Adjustment is positive,  we add it to any remaining value in
the Fixed Sub-Account or the amount you surrender. If you withdraw,  transfer or
apply to an income plan the full amount of the Fixed Sub-Account, we add the


<PAGE>



Market Value  Adjustment  to the amount you withdraw,  transfer,  or apply to an
income plan.

                                  MVA EXAMPLES

Example #1:  Surrender  --  Example of a Negative Market Value Adjustment

Assume you invest $100,000 in a Fixed Sub-Account with a Guarantee Period of ten
years,  with a Guaranteed  Interest Rate of 7.5% and an Index Rate ("I") of 7.0%
based on the U.S.  Treasury  Constant Maturity Series at the time we established
the Sub-Account.  You request a surrender three years into the Guarantee Period,
the  Index  Rate  based on the U.S.  Treasury  Constant  Maturity  Series  for a
seven-year  Guarantee  Period ("J") is 8.0% at the time of the  surrender and no
prior transfers or withdrawals affecting this Fixed Sub-Account have been made.


                                       A-1

CALCULATE THE MARKET VALUE ADJUSTMENT

1.    The Account Value of the Fixed Sub-Account on the date of surrender is
      $124,230 ($100,000 x 1.075(3))

2.    N = 2,555 (365 x 7)

3.    Market Value Adjustment = $124,230 x {[(1.07)/(1.0825)] (2555/365)
      -1) = - $9,700


Therefore, the amount paid on full surrender is $114,530 ($124,230 - $9,700).

Example #2:  Surrender  --  Example of a Positive Market Value Adjustment

Assume you invest $100,000 in a Fixed Sub-Account with a Guarantee Period of ten
years,  with a Guaranteed  Interest Rate of 7.5% and an Index Rate ("I") of 7.0%
based on the U.S.  Treasury  Constant Maturity Series at the time we established
the Sub-Account.  You request a surrender three years into the Guarantee Period,
the  Index  Rate  based on the U.S.  Treasury  Constant  Maturity  Series  for a
seven-year  Guarantee  Period ("J") is 6.0% at the time of the  surrender and no
prior transfers or withdrawals affecting this Fixed Sub-Account have been made.

CALCULATE THE MARKET VALUE ADJUSTMENT

1.    The Account Value of the Fixed Sub-Account on the date of surrender is
      $124,230 ($100,000 x 1.075(3))

2.    N = 2,555 (365 x 7)

3.    Market Value Adjustment = $124,230 x {[(1.07)/(1.0625)](2555/365) -1) = +
      $6,270




<PAGE>



Therefore, the amount paid on full surrender is $130,500 ($124,230 + $6,270).

Example #3:  Withdrawal  --  Example of a Negative Market Value Adjustment

Assume you invest $200,000 in a Fixed Sub-Account with a Guarantee Period of ten
years,  with a Guaranteed  Interest Rate of 7.5% and an Index Rate ("I") of 7.0%
based on the U.S.  Treasury  Constant Maturity Series at the time we established
the  Sub-Account.  You request a  withdrawal  of  $100,000  three years into the
Guarantee  Period,  the Index Rate based on the U.S.  Treasury Constant Maturity
Series for a seven-year Guarantee Period ("J") is 8.0% at the time of withdrawal
and no prior transfers or withdrawals affecting this Fixed Sub-Account have been
made.

CALCULATE THE MARKET VALUE ADJUSTMENT

1.    The Account Value of the Fixed Sub-Account on the date of withdrawal is
      $248,459 ($200,000 x 1.075(3)).

2.    N = 2,555 (365 x 7)

3.    Market Value Adjustment = $100,000 x {[(1.07)/(1.0825)](2555/365) -1) = -
      $7,808


                                       A-2


Therefore,  the amount of the  withdrawal  paid is $100,000,  as requested.  The
Fixed  Sub-Account  will  be  reduced  by  the  amount  of the  withdrawal  paid
($100,000) and by the Market Value Adjustment ($7,808), for a total reduction in
the Fixed Sub-Account of $107,808.

Example #4: Withdrawal  -  Example of a Positive Market Value Adjustment

Assume you invest $200,000 in a Fixed Sub-Account with a Guarantee Period of ten
years,  with a Guaranteed  Interest Rate of 7.5% and an initial Index Rate ("I")
of 7.0%  based on the U.S.  Treasury  Constant  Maturity  Series  at the time we
established  the  Sub-Account.  You request a withdrawal of $100,000 three years
into the Guarantee  Period,  the Index Rate based on the U.S.  Treasury Constant
Maturity Series for a seven-year  Guarantee  Period ("J") is 6.0% at the time of
the  withdrawal  and no prior  transfers  or  withdrawals  affecting  this Fixed
Sub-Account have been made.

CALCULATE THE MARKET VALUE ADJUSTMENT

1.    The Account Value of the Fixed Sub-Account on the date of withdrawal is
      $248,459 ($200,000 x 1.075(3))

2.    N = 2,555 (365 x 7)

3.    Market Value Adjustment = $100,000 x {[(1.07)/(1.0625)](2555/365) - 1) =
      + $5,047


<PAGE>



Therefore,  the amount of the  withdrawal  paid is $100,000,  as requested.  The
Fixed  Sub-Account  will  be  reduced  by  the  amount  of the  withdrawal  paid
($100,000) and increased by the amount of the Market Value Adjustment  ($5,047),
for a total reduction of $94,953.



                                       A-3

===============================================================================
                                   APPENDIX B
===============================================================================


                          DOLLAR-COST AVERAGING PROGRAM

Below is an example of how the Dollar-Cost Averaging Program works.

         Assume that the Dollar-Cost Averaging Program has been elected and that
$24,000 is invested in a DCA Fixed  Sub-Account  with a Guarantee  Period of two
years and an annual Guaranteed Interest Rate of 6.0%.

<TABLE>
<CAPTION>

                            (1)                    (2)                   (3)                  (4)                  (5)
    Beginning       Beginning of Month    Dollar Cost Averaging     Amount Dollar      Interest Credited      End of Month
    of Month           Account Value          Monthly Factor        Cost Averaged          For Month          Account Value
    --------           -------------          --------------        -------------          ---------          -------------

<S>                    <C>                    <C>                    <C>                   <C>                <C>
        1                 24,000                    --                    --                  117                24,117
        2                 24,117                  1 / 24                1,005                 112                23,224
        3                 23,224                  1 / 23                1,010                 108                22,323
        4                 22,323                  1 / 22                1,015                 104                21,412
        5                 21,412                  1 / 21                1,020                  99                20,492
        6                 20,492                  1 / 20                1,025                  95                19,562
        7                 19,562                  1 / 19                1,030                  90                18,622
        8                 18,622                  1 / 18                1,035                  86                17,673
        9                 17,673                  1 / 17                1,040                  81                16,715
       10                 16,175                  1 / 16                1,045                  76                15,746
       11                 15,746                  1 / 15                1,050                  72                14,768
       12                 14,768                  1 / 14                1,055                  67                13,780
       13                 13,780                  1 / 13                1,060                  62                12,782
       14                 12,782                  1 / 12                1,065                  57                11,774
       15                 11,774                  1 / 11                1,070                  52                10,756
       16                 10,756                  1 / 10                1,076                  47                 9,727
       17                  9,727                   1 / 9                1,081                  42                 8,688
       18                  8,688                   1 / 8                1,086                  37                 7,639
       19                  7,639                   1 / 7                1,091                  32                 6,580
       20                  6,580                   1 / 6                1,097                  27                 5,510
       21                  5,510                   1 / 5                1,102                  21                 4,429
       22                  4,429                   1 / 4                1,107                  16                 3,338
       23                  3,338                   1 / 3                1,113                  11                 2,236
       24                  2,236                   1 / 2                1,118                   5                 1,124
       25                  1,124                   1 / 1                1,124                  --                    --
</TABLE>

                                      NOTE:

                   Column (3) = Column (1) x Column (2)
                   Column (5) = Column (1) - Column (3) + Column (4)



                                       B-1
<PAGE>   88



===============================================================================
                                   APPENDIX C
===============================================================================


                       CONTRACTS ISSUED BEFORE JANUARY 1, 2001

         The  purpose  of  this  Appendix  is to  show  certain  provisions  for
Contracts  issued before certain dates.  Generally,  Contracts  purchased  after
January 1, 2001, will have the provisions described in the Prospectus.  However,
in certain states the provisions  described in this Appendix will apply.  Please
contact our Customer  Service  Center to see if these  provisions  apply to your
Contract.


CONTRACTS ISSUED BEFORE JANUARY 1, 2001

ASSET-BASED CHARGES

         We assess  Asset-Based  Charges  against  your  Contract  for  assuming
mortality  and  expense  risks and  administrative  costs we assume.  Before the
Income Date, we deduct Asset-Based  Charges monthly and calculate the charges as
a percentage  of the Variable  Account  Value on the date of  deduction.  On the
Contract  Date  and  monthly  thereafter,  we  deduct  the  Asset-Based  Charges
proportionately from the Variable Sub-Accounts in which you are invested. On and
after the Income Date,  however,  these charges are called Variable Sub- Account
Charges  and we deduct them daily from the assets in each  Variable  Sub-Account
supporting variable income payments. The maximum charges are:

                                    COMBINED
                               ASSET-BASED CHARGES

                  -------------------------------------------------
                      ANNUAL           MONTHLY             DAILY
                      CHARGE           CHARGE              CHARGE
                      ------           -------             ------

Contract Years 1-7    1.40%            .116667%            .0038626%
Contract Years 8+     1.25%            .104167%            .0034462%


          We reserve the right to deduct  Asset-Based  Charges on the  effective
date of any transfer from the Fixed Account,  or allocation of purchase  payment
to the Variable Account,  based on the amount transferred or allocated and based
on the number of days remaining until the next date of deduction.  These charges
do not apply to any Fixed Account Value.

ACCUMULATION UNIT VALUE - NET INVESTMENT FACTOR

        NET INVESTMENT  FACTOR.  The net investment factor is an index we use to
measure the investment  performance of a Variable Sub-Account from one Valuation
Period  to the  next  during  the  Accumulation  Phase.  We  determine  the  net
investment factor for any Valuation Period by dividing (a) by (b) where:

        (a)    is the net result of:

               (1)  the Net  Asset  Value  of the  Fund in  which  the  Variable
               Sub-Account   invests  determined  at  the  end  of  the  current
               Valuation Period; PLUS

               (2)  the  per  share  amount  of any  dividend  or  capital  gain
               distributions  made by the Fund on  shares  held in the  Variable
               Sub-Account if the  "ex-dividend"  date occurs during the current
               Valuation Period; PLUS OR MINUS

               (3) a per  share  charge or credit  for any taxes  reserved  for,
               which we determine to have  resulted  from the  operations of the
               Variable Sub-Account; and

        (b)    is the  Net  Asset  Value  of the  Fund  in  which  the  Variable
               Sub-Account  invests  determined  at the  end of the  immediately
               preceding Valuation Period.

        The net investment factor may be more or less than, or equal to, one.

CONDENSED FINANCIAL INFORMATION

We began operations in February, 1999. For Contracts purchased before January 1,
2001,  the  Accumulation  Unit  Values  and the  number  of  accumulation  units
outstanding for each Variable Sub-Account for the periods shown are as follows:

<TABLE>
<CAPTION>
                                                                                           Accumulation               Accumulation
                                                                                           Unit Values                Unit Values
                                                              Fund                         as of 9/30/00             as of 12/31/99
                                                              ----                         --------------            --------------
<S>                                                                                          <C>                   <C>
                  AIM VARIABLE INSURANCE FUNDS:
                        AIM V.I. Government Securities Fund.............................                                9.939464
                        AIM V.I. Growth and Income Fund.................................                               11.206934
                        AIM V.I. International Equity Fund..............................                               16.010519
                        AIM V.I. Value Fund.............................................                               12.265469
                  THE ALGER AMERICAN FUND:
                        Alger American MidCap Growth Portfolio..........................                               12.646000
                        Alger American Income and Growth Portfolio......................                               13.895548
                        Alger American Small Capitalization Portfolio...................                               11.860213
                  LIBERTY VARIABLE INVESTMENT TRUST:
                        Colonial High Yield Securities Fund, Variable Series............                               10.132350
                        Colonial Small Cap Value Fund, Variable Series..................                               12.344051
                        Colonial Strategic Income Fund, Variable Series.................                               10.087292
                        Colonial U.S. Growth and Income Fund, Variable Series...........                               10.892669
                        Liberty All-Star Equity Fund, Variable Series.....................                             10.855902
                        Newport Tiger Fund, Variable Series...............................                             12.310435
                        Stein Roe Global Utilities Fund, Variable Series..................                             11.302434
                  STEINROE VARIABLE INVESTMENT TRUST:
                        Stein Roe Growth Stock Fund, Variable Series......................                             11.198531
                        Stein Roe Balanced Fund, Variable Series..........................                             10.439622
                  MFS(R) VARIABLE INSURANCE TRUSTS:
                        MFS Growth With Income Series.....................................                             10.481767
                        MFS High Income Series............................................                             10.151440
                        MFS Research Series...............................................                             10.932084
                        MFS Total Return Series...........................................                              9.839246
                        MFS Capital Opportunities.........................................                             11.300049
                  THE UNIVERSAL INSTITUTIONAL FUNDS, INC.:
                        The Global Equity Portfolio.......................................                             10.855955
                        The Mid Cap Value Portfolio.......................................                             12.575303
                        The Value Portfolio...............................................                              9.861418
                  OPPENHEIMER VARIABLE ACCOUNT FUNDS:
                        Oppenheimer Bond Fund/VA..........................................                              9.863016
                        Oppenheimer Capital Appreciation Fund/VA..........................                             13.794624
                        Oppenheimer Small Cap Growth Fund/VA..............................                             15.934311
                  SAGE LIFE INVESTMENT TRUST:
                        EAFE(R)Equity Index Fund..........................................                             12.658833
                        S&P 500 Equity Index Fund.........................................                             11.777777
                        Money Market Fund.................................................                             10.396108
                  T. ROWE PRICE EQUITY SERIES, INC.:
                        T. Rowe Price Equity Income Portfolio.............................                             10.362079
                        T. Rowe Price Mid-Cap Growth Portfolio............................                             12.593555
                        T. Rowe Price Personal Strategy Balanced Portfolio................                             10.245335
</TABLE>

If you bought your  Contract on or after  January 1, 2001,  we will  provide you
Accumulation Unit Values in our next prospectus update.

CONTRACTS ISSUED BEFORE MAY 1, 2000

VARIABLE INCOME BENEFITS

         To calculate your initial and future variable income payments,  we need
to make an assumption  regarding  the  investment  performance  of the Funds you
select.  We call this your assumed  investment  rate. We currently allow assumed
investment rates of 3% and 6%. If you do not specify an assumed investment rate,
we will apply the 3.0% rate.

TRANSFER RESTRICTIONS

         We may defer  transfers  to, from and among the  Variable  Sub-Accounts
under the same conditions that we delay paying proceeds. The additional transfer
restrictions relating to the affected Variable Sub-Accounts' ability to purchase
and redeem  shares of a Fund,  transfers  involving  the same  Sub-Account,  and
transfers that adversely  affect  Accumulation  Unit Values do not apply to your
Contract.

WITHDRAWALS

         A partial withdrawal will reduce your death benefit and may be subject
to federal income tax and a Market Value Adjustment. See "What Are The Expenses
Under A Contract?" "How Will My Contact Be Taxed?" and "Does The Contract Have A
Death Benefit?"

DEATH BENEFIT

If any Owner dies  before  the  Income  Date,  we will pay the  Beneficiary  the
greatest of the following:

     -   the Account Value determined as of the day we receive proof of death;
         or

     -   100% of the sum of all  purchase  payments  made  under  the  Contract,
         reduced by any prior withdrawals (including any associated Market Value
         Adjustment incurred); or

     -   the Highest Anniversary Value.

The Highest Anniversary Value is the greatest  anniversary value attained in the
following  manner.  When  we  receive  proof  of  death,  we will  calculate  an
anniversary value for each Contract Anniversary prior to the date of the Owner's
death,  but not beyond the Owner's  attained age 80. An anniversary  value for a
Contract Anniversary equals:

      (1)   the Account Value on that Contract Anniversary;

      (2)   increased by the dollar amount of any purchase payments made since
            the Contract Anniversary; and

                                       C-1
<PAGE>   89

      (3)   Reduced proportionately by any withdrawals (including any associated
            Market  Value   Adjustment   incurred)  taken  since  that  Contract
            Anniversary.  (By  proportionately,  we take the percentage by which
            the  withdrawal  decrease the Account Value and we reduce the sum of
            (1) and (2) by that percentage.)



                                       C-2
<PAGE>   90

===============================================================================
                                   APPENDIX D
===============================================================================


                        GUARANTEED MINIMUM INCOME BENEFIT

         Below is an example of how the GMIB will work. The example  assumes the
following:

            -  you are a male whose age last birthday is 55;

            -  you purchase a Contract with the GMIB rider;

            -  you do not make any additional purchase payments nor any
               withdrawals;

            -  you elect to receive income from the Contract 10 years later, at
               attained age 65; and

            -  you  elect  a Life  Annuity  with 10 Year  Certain,  which  is an
               eligible Income Plan under the GMIB rider.

         Assume your Account Value is $200,000 and that your Highest Anniversary
Value ("HAV") is $250,000.

Calculate the GMIB:

       1.  Your guaranteed Monthly Income Payment rate per $1,000 (as shown in
           your Contract Schedule) is $5.42.

       2.  Your HAV is $250,000.

       3.  The GMIB = $1,355 [$5.42 x $250,000 / $1,000].

       Therefore,  under this Income Plan, we guarantee that your monthly income
payment will not be less than $1,355.00.

Different  guaranteed minimum Monthly Income Payment rates per $1,000 will apply
for females, for males who begin income payments at ages other than the age
shown above,  or for income  payments  under  different  Income Plans.  In these
cases, the GMIB will be different.


                                       D-1
<PAGE>   91




===============================================================================
                                   APPENDIX E
===============================================================================


                             ENHANCED DEATH BENEFIT

         Below are examples of how the  Enhanced  Death  Benefit will work.  All
examples assume the following:

            -  The Owner is a male whose age last birthday is 55;

            -  The Owner purchases a Contract with the Enhanced Death Benefit
               rider;

            -  The Owner makes an initial purchase payment of $150,000; and

            -  The Owner does not make any additional  purchase payments nor any
               withdrawals.

Example 1.

         Assume the Account  Value is $200,000,  the Highest  Anniversary  Value
("HAV") is $175,000 and the Owner dies of natural causes.

Calculate the basic Death Benefit:

           1.  The Account Value determined as of the Business Day we receive
               proof of the Owner's death is $200,000.

           2.  The sum of all purchase payments made is $150,000.

           3.  The HAV is $175,000.

           4.  The basic Death Benefit is $200,000 [the greatest of (1), (2)
               and (3)].

Calculate the Enhanced Death Benefit:

           5.  The Benefit Rate for an issue age of 55 is 40.0%.

           6.  The Net Purchase Amount is $150,000.

           7.  The Maximum Benefit Amount is $60,000  ($150,000 x .40).

           8.  The Enhanced Death Benefit is $20,000 ([.40 x [$200,000 -
               $150,000] = $20,000, but not in excess of $60,000).

         We will pay the Owner's Beneficiary the basic Death Benefit of $200,000
and the Enhanced Death Benefit of $20,000, for a total payment of $220,000.

                                       E-1
<PAGE>   92

Example 2.

         Assume the Account Value is $500,000, the HAV is $300,000 and the Owner
dies of natural causes.

Calculate the basic Death Benefit:

           1.  The Account Value determined as of the Business Day we receive
               proof of the Owner's death is $500,000.

           2.  The sum of all purchase payments made is $150,000.

           3.  The HAV is $300,000.

           4.  The basic Death Benefit is $500,000 [the greatest of (1), (2)
               and (3)].

Calculate the Enhanced Death Benefit:

           5.  The Benefit Rate for an issue age of 55 is 40.0%.

           6.  The Net Purchase Amount is $150,000.

           7.  The Maximum Benefit Amount is $60,000 ($150,000 x .40).

           8.  The Enhanced Death Benefit is $60,000 ([.40 x [$500,000 -
               $150,000] = $140,000, but not in excess of $60,000).

         We will pay the Owner's Beneficiary the basic Death Benefit of $500,000
and the Enhanced Death Benefit of $60,000, for a total payment of $560,000.

Example 3.

         Assume the Account Value is $100,000, the HAV is $175,000 and the Owner
dies of natural causes.

Calculate the basic Death Benefit:

           1.  The Account Value determined as of the Business Day we receive
               proof of the Owner's death is $100,000.

           2.  The sum of all purchase payments made is $150,000.

           3.  The HAV is $175,000.

           4.  The basic Death Benefit is $175,000 [the greatest of (1), (2)
               and (3)].

Calculate the Enhanced Death Benefit:

           5.  The Benefit Rate for an issue age of 55 is 40.0%.

                                       E-2
<PAGE>   93

           6.  The Net Purchase Amount is $150,000.

           7.  The Maximum Benefit Amount is $60,000 ($150,000 x .40).

           8.  The Enhanced Death Benefit is $0 ([.40 x [$100,000 - $150,000] =
               $0, but not in excess of $60,000).

We will pay the Owner's  Beneficiary the basic Death Benefit of $175,000 and the
Enhanced Death Benefit of $0, for a total payment of $175,000.



                                       E-3

To obtain a Statement of  Additional  Information  for this  Prospectus,  please
complete the form below and mail to:

Sage Life Assurance of America, Inc.
Customer Service Center
P.O. Box 290680
Wethersfield, CT 06129-0680

Please  send a  Statement  of  Additional  Information  to me at  the  following
address:

- -------------------------------------------------------
Name

- -------------------------------------------------------
Address

- -------------------------------------------------------
City/State                                     Zip Code




                                     PART B

                       STATEMENT OF ADDITIONAL INFORMATION


                            DATED ___________________


        FLEXIBLE PAYMENT DEFERRED COMBINATION FIXED AND VARIABLE ANNUITY
                                    CONTRACTS

                                   issued by:

         THE SAGE VARIABLE ANNUITY ACCOUNT A AND SAGE LIFE ASSURANCE OF
                                  AMERICA, INC.

                                                Customer Service Center:
                                                P.O. Box 290680
                                                Wethersfield, CT  06129-0680
                                                Telephone:  (877) 835-7243
                                                      (Toll Free)



This Statement of Additional  Information  expands upon subjects we discussed in
the current  Prospectus for the Flexible Payment Deferred  Combination Fixed and
Variable Annuity Contracts (the  "Contracts")  offered by Sage Life Assurance of
America, Inc. ("we," "us," "our," "Sage Life," or the "Company"). You may obtain
a copy of the Prospectus dated  ____________________  by calling  1-877-835-7243
(Toll Free) or by writing to our Customer  Service  Center at the above address.
You may also obtain a copy of the  Prospectus  by accessing the  Securities  and
Exchange  Commission's website at  http://www.sec.gov.  The terms we used in the
current  Prospectus for the Contracts are  incorporated  into and made a part of
this Statement of Additional Information.


        THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS AND
           SHOULD BE READ ONLY IN CONJUNCTION WITH THE PROSPECTUS FOR
               THE CONTRACTS AND THE PROSPECTUSES FOR THE TRUSTS.



                       Statement of Additional Information
                                Table of Contents



<TABLE>
<CAPTION>

                                                                                                           Page
                                                                                                           ----

<S>                                                                                                        <C>
Assignment..................................................................................................

Change of Owner, Beneficiary, or Annuitant..................................................................

Misstatement and Proof of Age, Sex or Survival..............................................................

Incontestability............................................................................................

Participation...............................................................................................

Beneficiary Designation.....................................................................................

Tax Status of the Contracts.................................................................................
   Diversification Requirements.............................................................................
   Owner Control............................................................................................
   Required Distribution from Non-Qualified Contracts.......................................................

Qualified Contracts.........................................................................................
   Taxation of Withdrawals..................................................................................
   Individual Retirement Accounts (IRAs)....................................................................
   SIMPLE IRAs..............................................................................................
   Roth IRAs................................................................................................

Calculation of Historical Performance Data..................................................................
   Money Market Sub-Account Yields..........................................................................
   Other Variable Sub-Account Yields........................................................................
   Average Annual Total Returns.............................................................................
   Other Total Returns......................................................................................
   Effect of the Annual Administration Charge on Performance Data...........................................
   Use of Indexes...........................................................................................
   Other Information........................................................................................

Income Payment Provisions...................................................................................
   Amount of Fixed Income Payments..........................................................................
   Amount of Variable Income Payments.......................................................................
   Income Units.............................................................................................
   Income Unit Value........................................................................................
   Exchange of Income Units.................................................................................

Safekeeping of Account Assets...............................................................................

Legal Matters...............................................................................................

Other Information...........................................................................................

Financial Statements........................................................................................
</TABLE>


<PAGE>   99



ASSIGNMENT

         You may assign your  Contract at any time  before the Income  Date.  No
assignment will be binding on us unless we receive  Satisfactory Notice. We will
not be liable for any  payments  made or  actions  we take  before we accept the
assignment.  An absolute  assignment  will revoke the interest of any  revocable
Beneficiary.  We are not  responsible  for the  validity of any  assignment.  AN
ASSIGNMENT MAY BE A TAXABLE EVENT.

CHANGE OF OWNER, BENEFICIARY, OR ANNUITANT

         During  your  lifetime  and while your  Contract  is in force,  you can
transfer  ownership  of your  Contract,  change the  Beneficiary,  or change the
Annuitant.  However,  you cannot change the Annuitant  after the Income Date. To
make any of these changes,  you must send us Satisfactory  Notice.  If accepted,
any change in Owner, Beneficiary,  or Annuitant will take effect on the date you
signed the notice.  Any of these  changes  will not affect any  payment  made or
action we took before our  acceptance.  A CHANGE IN OWNER MAY BE A TAXABLE EVENT
AND MAY ALSO AFFECT THE AMOUNT OF DEATH BENEFIT PAYABLE UNDER YOUR CONTRACT.

MISSTATEMENT AND PROOF OF AGE, SEX OR SURVIVAL

     We may require proof of age, sex, or survival of any person upon whose age,
sex, or survival any payments  depend.  If the age or sex of the  Annuitant  has
been misstated, or if the age of the Owner has been misstated, the benefits will
be those that the Account  Value applied would have provided for the correct age
and sex. If we have made incorrect  income  payments,  we will pay the amount of
any  underpayments.  We will  deduct the amount of any  overpayment  from future
income payments.

INCONTESTABILITY

     Your Contract is incontestable from its Contract Date.

PARTICIPATION

     The Contracts do not  participate in our surplus or profits,  and we do not
pay dividends on the Contracts.

BENEFICIARY DESIGNATION


<PAGE>



     This  is as  shown  in  the  application.  It  includes  the  name  of  the
Beneficiary  and the order and  method of  payment.  If you name  "estate"  as a
Beneficiary,  it means the executors or  administrators  of your estate.  If you
name  "children" of a person as a Beneficiary,  only children born to or legally
adopted by that person as of an Owner's date of death will be included.

     We may rely on an  affidavit as to the ages,  names,  and other facts about
all Beneficiaries. We will incur no liability if we act on such affidavit.

                                      SAI-1
<PAGE>   100

TAX STATUS OF THE CONTRACTS

     Tax law imposes several  requirements that variable  annuities must satisfy
in order to receive the tax treatment normally accorded to annuity contracts.

     DIVERSIFICATION  REQUIREMENTS.  The Internal  Revenue Code (Code)  requires
that  the  investments  of each  investment  division  of the  separate  account
underlying the Contracts be "adequately  diversified" in order for the Contracts
to be  treated as annuity  contracts  for  federal  income tax  purposes.  It is
intended that each  investment  division,  through the fund in which it invests,
will satisfy these diversification requirements.

     OWNER  CONTROL.  In  certain  circumstances,  owners  of  variable  annuity
contracts have been  considered for Federal income tax purposes to be the owners
of the assets of the separate  account  supporting  their contracts due to their
ability to exercise investment control over those assets. When this is the case,
the contract owners have been currently  taxed on income and gains  attributable
to the variable account assets.  There is little guidance in this area, and some
features  of our  Contracts,  such as the  flexibility  of an owner to  allocate
premium  payments and transfer  amounts  among the  investment  divisions of the
separate account, have not been explicitly addressed in published rulings. While
we  believe  that the  Contracts  do not give  Owners  investment  control  over
separate  account  assets,  we  reserve  the right to modify  the  Contracts  as
necessary  to prevent an Owner from being  treated as the Owner of the  separate
account assets supporting the Contract.

     REQUIRED DISTRIBUTIONS FROM NON-QUALIFIED CONTRACTS. In order to be treated
as an annuity  contract for Federal  income tax  purposes,  section 72(s) of the
Code  requires  any  Non-Qualified   Contract  to  contain  certain   provisions
specifying how your interest in the Contract will be distributed in the event of
the death of an owner of the Contract. Specifically, section 72(s) requires that
(a) if any owner dies on or after the annuity  starting  date,  but prior to the
time the  entire  interest  in the  contract  has been  distributed,  the entire
interest in the contract  will be  distributed  at least as rapidly as under the
method of distribution  being used as of the date of such owner's death; and (b)
if any owner dies prior to the annuity starting date, the entire interest in the
contract  will be  distributed  within five years after the date of such owner's
death.  These  requirements will be considered  satisfied as to any portion of a
owner's  interest  which  is  payable  to or for  the  benefit  of a  designated
beneficiary and which is distributed over the life of such designated


<PAGE>



beneficiary  or over a period not extending  beyond the life  expectancy of that
beneficiary,  provided  that such  distributions  begin  within  one year of the
owner's death. The designated  beneficiary refers to a natural person designated
by the owner as a beneficiary  and to whom  ownership of the contract  passes by
reason of death. However, if the designated  beneficiary is the surviving spouse
of the deceased owner,  the contract may be continued with the surviving  spouse
as the new owner.

     The Non-Qualified  Contracts contain provisions that are intended to comply
with  these  Code  requirements,  although  no  regulations  interpreting  these
requirements  have yet been  issued.  We intend to review  such  provisions  and
modify  them if  necessary  to  assure  that  they  comply  with the  applicable
requirements when such requirements are clarified by regulation or otherwise.

                                      SAI-2


QUALIFIED CONTRACTS

     TAXATION  OF  WITHDRAWALS.  When you  take a  withdrawal  from a  Qualified
Contract, a pro-rata portion of the amount you receive is taxable.  This portion
is based on the ratio of your investment in the contract (such as non-deductible
purchase  payments or other  consideration  paid for the Contract) to your total
accrued benefit balance under the retirement  plan. As a result,  the investment
in the contract for a Qualified Contract can be zero. Special tax rules apply to
distributions from a Roth IRA.


     INDIVIDUAL  RETIREMENT  ACCOUNTS (IRAS). IRAs are defined in Section 408 of
the Code and permit individuals to make annual contributions of up to the lesser
of $2,000 or the amount of  compensation  includible in the  individual's  gross
income for the year.  The  contributions  may be deductible in whole or in part,
depending on the individual's  income.  Distributions from certain pension plans
may be "rolled over" into an IRA on a tax-deferred basis without regard to these
limits.  Amounts in the IRA (other than  nondeductible  contributions) are taxed
when  distributed  from  the  IRA.  A  10%  penalty  tax  generally  applies  to
distributions made before age 59 1/2, unless certain exceptions apply.



     SIMPLE IRAS. SIMPLE IRAs permit certain small employers to establish SIMPLE
plans as provided by Section 408(p) of the Code, under which employees may elect
to defer to a SIMPLE IRA a percentage of compensation up to $6,000 (as increased
for cost of living  adjustments).  The  sponsoring  employer is required to make
matching or  non-elective  contributions  on behalf of employees.  Distributions
from  SIMPLE  IRAs  are  subject  to the  same  restrictions  that  apply to IRA
distributions and are taxed as ordinary income.  Subject to certain  exceptions,
premature  distributions prior to age 59 1/2 are subject to a 10 percent penalty
tax,  which is increased  to 25 percent if the  distribution  occurs  within the
first two years after the  commencement of the employee's  participation  in the
plan.


     ROTH IRAS.  Roth IRAs are  described  in Code  section  408A.  They  permit
certain eligible individuals to contribute to make non-deductible  contributions
to a Roth IRA in cash or as a rollover  or  transfer  from  another  Roth IRA or
other IRA. A rollover  from or  conversion  of an IRA to a Roth IRA is generally
subject to tax and other  special  rules apply.  The Owner may wish to consult a
tax adviser  before  combining  any  converted  amounts  with any other Roth IRA
contributions,  including  any other  conversion  amounts  from other tax years.
Distributions  from a Roth  IRA  generally  are not  taxed,  except  that,  once
aggregate  distributions  exceed contributions to the Roth IRA, income tax and a
10% penalty tax may apply to  distributions  made (1) before age 59" (subject to
certain  exceptions) or (2) during the five taxable years starting with the year
in which the first  contribution  is made to any Roth IRA. A 10% penalty tax may
apply  to  amounts  attributable  to a  conversion  from  an  IRA  if  they  are
distributed  during the five taxable years  beginning with the year in which the
conversion was made.

CALCULATION OF HISTORICAL PERFORMANCE DATA

     From  time to time,  we may  disclose  yields,  total  returns,  and  other
performance data of the Variable  Sub-Accounts  and the Funds.  Such performance
data  will  be  computed,  or  accompanied  by  performance  data  computed,  in
accordance with the standards defined by the SEC.

                                      SAI-3
<PAGE>   102

MONEY MARKET SUB-ACCOUNT YIELDS

     From  time to time,  advertisements  and  sales  literature  may  quote the
current  annualized  yield of the  Variable  Sub-Account  investing in the Money
Market Fund (the "Money Market  Sub-Account")  of the Sage Life Investment Trust
for a  seven-day  period in a manner that does not take into  consideration  any
realized or unrealized gains or losses on shares of the Money Market Fund.

     We compute  the  current  annualized  yield by  determining  the net change
(exclusive of realized gains and losses on the sale of securities and unrealized
appreciation  and  depreciation) at the end of the seven-day period in the value
of a hypothetical  account under a Contract having a balance of one Accumulation
Unit of the Money Market  Sub-Account  at the beginning of the period,  dividing
such net change in Account Value by the value of the hypothetical account at the
beginning of the period to determine  the base period  return,  and  annualizing
this quotient on a 365-day  basis.  The net change in Account Value reflects (1)
net income from the Money Market Fund attributable to the hypothetical  account;
and (2) charges and deductions  imposed under a Contract which are  attributable
to the  hypothetical  account.  The charges and deductions  include the per unit
charges for the hypothetical  account for the annual  administration  charge and
the  Asset-Based  Charges.  For  purposes of  calculating  current  yields for a
Contract,  an average per unit annual administration charge is used based on the
$40 Annual  Administration  Charge.  We calculate current yield according to the
following formula:

Current Yield =               ((NCS - ES)/UV) (365/7)


<PAGE>



Where:

NCS =                         the net change in the value of the
                              Money Market Fund (exclusive of
                              realized gains or losses on the sale of
                              securities, unrealized appreciation and
                              depreciation, and income other than
                              investment income) for the seven-day
                              period attributable to a hypothetical
                              account having a balance of one
                              Accumulation Unit.

ES =                          per unit expenses  attributable to the
                              hypothetical  account for the  seven-day
                              period.

UV =                          the unit  value  for the  first day of
                              the seven-day period.

Effective Yield =             (1+((NCS - ES)/UV))(365/7)-1

Where:

NCS =                         the net change in the value of the
                              Money Market Fund (exclusive of
                              realized gains or losses on the sale of
                              securities, unrealized appreciation and
                              depreciation and income other than
                              investment income) for the seven-day
                              period attributable to a hypothetical
                              account having a balance of one
                              Accumulation Unit.

ES =                          per unit expenses  attributable to the
                              hypothetical  account for the  seven-day
                              period.


                                      SAI-4
<PAGE>   103

UV =                          the unit  value  for the  first day of
                              the seven-day period.

     Because of the charges and  deductions  imposed  under the  Contracts,  the
yield for the Money  Market  Sub-Account  is lower  than the yield for the Money
Market Fund.

     The  current  and  effective  yields on  amounts  held in the Money  Market
Sub-Account normally fluctuate on a daily basis. THEREFORE,  THE DISCLOSED YIELD
FOR ANY GIVEN  PAST  PERIOD IS NOT AN  INDICATION  OR  REPRESENTATION  OF FUTURE
YIELDS OR RATES OF RETURN. The Money Market Sub-Account's actual yield is
affected  by changes  in  interest  rates on money  market  securities,  average
portfolio  maturity of the Money Market Fund, the types and quality of portfolio
securities  held by the Money Market Fund and the Money Market Fund's  operating
expenses.  Yields on amounts  held in the Money Market  Sub-Account  may also be
presented for periods other than a seven-day period.

     As of September 30, 2000 the current yield for the Money Market Sub-Account
was ____% and the effective  yield for the Money Market  Sub-Account  was ____%.


OTHER VARIABLE SUB-ACCOUNT YIELDS

     We compute the yield by: 1) dividing the net investment  income of the Fund
attributable  to the Variable  Sub-Account  units less  expenses  allocated to a
Variable  Sub-Account for the period;  by 2) the maximum offering price per unit
on the last day of the period  times the daily  average  number of  Accumulation
Units  outstanding  for the  period;  and then 3)  compounding  that yield for a
six-month  period;  and then 4)  multiplying  that  result by two (2).  Expenses
allocated to a Variable Sub-Account include the Annual Administration Charge and
the Asset-Based Charges. The yield calculation assumes an annual  administration
charge of $40 per  Contract  deducted  at the end of each  Contract  Year on the
Contract Anniversary. For purposes of calculating the 30-day or one-month yield,
we use an average  administration cost charge based on the average Account Value
in the Variable  Sub-Account to determine the amount of the charge  attributable
to the Variable Sub-Account for the 30-day or one-month period. We calculate the
30-day or one-month yield according to the following formula:

                                                                               6
     Yield =                   2 x ((((NI - ES)/(U x UV)) + 1)  -1)


     Where:

     NI =                      net income of the  portfolio  for the 30-day or
                               one-month  period  attributable  to the  Variable
                               Sub-Account's units.

     ES =                      expenses of the  Variable  Sub-Account  for the
                               30- day or one-month period.

     U =                       the average number of units outstanding.

     UV =                      the unit  value at the close  (highest)  of the
                               last day in the 30-day or one-month period.

     Because of the charges and  deductions  imposed  under the  Contracts,  the
yield for the Variable Sub-Account is lower than the yield for the corresponding
Fund.

                                      SAI-5
<PAGE>   104

     The  yield  on  amounts  invested  in the  Variable  Sub-Accounts  normally
fluctuates over time.  THEREFORE,  THE DISCLOSED YIELD FOR ANY GIVEN PAST PERIOD
IS NOT AN INDICATION OR  REPRESENTATION  OF FUTURE YIELDS OR RATES OF RETURN.  A
Variable  Sub-Account's  actual  yield is  affected  by the types and quality of
securities held by the corresponding Fund and that Fund's operating expenses.

AVERAGE ANNUAL TOTAL RETURNS

     From  time to time,  sales  literature  or  advertisements  may also  quote
average  annual total returns for one or more of the Variable  Sub-Accounts  for
various periods of time.

     When a Variable  Sub-Account or Fund has been in operation for 1, 5, and 10
years,  respectively,  the average annual total return for these periods will be
provided. Otherwise, average annual total return will be shown from inception of
the Variable Sub-Account. Average annual total returns for other periods of time
may, from time to time, also be disclosed.

     Standard  average  annual  total  returns   represent  the  average  annual
compounded  rates of return that would  equate an initial  investment  of $1,000
under a Contract to the Surrender Value of that investment as of the last day of
each of the  periods.  The ending date for each  period for which  total  return
quotations  are  provided  will  be for the  most  recent  calendar  quarter-end
practicable,  considering  the type of the  communication  and the media through
which it is communicated.

     We  calculate   standard   average  annual  total  returns  using  Variable
Sub-Account  unit values which we  calculate  on each  Business Day based on the
performance  of the Variable  Sub-Account's  underlying  Fund.  The  calculation
assumes that annual Asset-Based Charges of 1.40% during the first seven Contract
Years  (decreasing  to 1.25%  during  Contract  Years 8 and later) are  deducted
monthly  beginning on the Contract Date. The  calculation  also assumes that the
Annual Administration Charge is $40 per year per Contract deducted at the end of
each  Contract  Year  during the first seven  Contract  Years.  For  purposes of
calculating  average annual total return, we use an average  per-dollar  per-day
annual  administration  charge attributable to the hypothetical  account for the
period.  The calculation  also assumes  surrender of Account Value at the end of
the period for the return quotation. We may also include standard average annual
total return without the optional  benefit charges when we show standard average
annual total return with the optional  benefit  charges.  We calculate the total
return according to the following formula:


                                       1/N
     TR =                      (ESV/P)    -1

     Where:

     TR =                   the average annual total return for the period.

     ESV =                  the Surrender Value of the hypothetical account
                            at the end of the period.


<PAGE>



     P =                       a hypothetical initial payment of $1,000.

     N =                       the number of years in the period.


     We  show  standard   average  annual  total  return  for  the  period  from
Sub-Account  inception  through  December 31, 1999 in the chart below. The total
return figures  reflect the deduction of all the charges  discussed  above,  and
assumes a complete  surrender at the end of the time  period.  We do not reflect
the deduction of any charges for the optional benefit riders in the chart below.
If we were to deduct the charges for these riders,  the performance shown in the
chart would be reduced.



<TABLE>
<CAPTION>




                                                                                                              FROM SUB-ACCOUNT
                                                                                          FOR THE PERIOD      INCEPTION DATE
                                                                       SUB-ACCOUNT            ENDED               THROUGH
                                 FUND                                 INCEPTION DATE     SEPTEMBER 30, 2000  DECEMBER 31, 1999
                                 ----                                 --------------     ------------------  -----------------
<S>                                                                   <C>                <C>                  <C>
     AIM VARIABLE INSURANCE FUNDS:
          AIM V.I. Government Securities Fund                            3/30/99
          AIM V.I. Growth and Income Fund                               11/12/99
          AIM V.I. International Equity Fund                             3/24/99
          AIM V.I. Value Fund                                            3/24/99
     THE ALGER AMERICAN FUND:
          Alger American MidCap Growth Portfolio                         3/30/99
          Alger American Income and Growth Portfolio                     3/24/99
          Alger American Small Capitalization Portfolio                 11/12/99
     LIBERTY VARIABLE INVESTMENT TRUST:
          Colonial High Yield Securities Fund, Variable Series          11/12/99
          Colonial Small Cap Value Fund, Variable Series                 3/30/99
          Colonial Strategic Income Fund, Variable Series                3/30/99
          Colonial U.S. Growth and Income Fund, Variable Series          3/30/99
          Liberty All-Star Equity Fund, Variable Series                  3/30/99
          Newport Tiger Fund, Variable Series                            3/30/99
          Stein Roe Global Utilities Fund, Variable Series              11/12/99
     STEINROE VARIABLE INVESTMENT TRUST:
          Stein Roe Growth Stock Fund, Variable Series                  11/12/99
          Stein Roe Balanced Fund, Variable Series                      11/12/99
     MFS(R) VARIABLE INSURANCE TRUST(SM):
          MFS Growth With Income Series                                  3/30/99
          MFS High Income Series                                         3/30/99
          MFS Research Series                                           11/12/99
          MFS Total Return Series                                       11/12/99
          MFS Capital Opportunities Series                              11/12/99
     THE UNIVERSAL INSTITUTIONAL FUNDS, INC.:
          The Global Equity Portfolio                                    3/24/99
          The Mid Cap Value Portfolio                                    3/30/99
          The Value Portfolio                                           11/12/99
     OPPENHEIMER VARIABLE ACCOUNT FUNDS:
          Oppenheimer Bond Fund/VA                                       3/30/99
          Oppenheimer Capital Appreciation Fund/VA                       3/24/99
          Oppenheimer Small Cap Growth Fund/VA                           3/30/99
     SAGE LIFE INVESTMENT TRUST:
          EAFE(R)Equity Index Fund                                       3/19/99
          S&P 500 Equity Index Fund                                      2/18/99
          Money Market Fund*                                             2/18/99
          Nasdaq-100 Index(R) Fund                                         N/A
          All-Cap Growth Fund                                              N/A
     T. ROWE PRICE EQUITY SERIES, INC.:
          T. Rowe Price Equity Income Portfolio                          3/30/99
          T. Rowe Price Mid-Cap Growth Portfolio                         3/30/99
          T. Rowe Price Personal Strategy Balanced Portfolio            11/12/99
</TABLE>



     * Yield more closely  reflects current earnings of the Sage Life Investment
Trust's Money Market Fund than its total return.


     We may also show non-standard  average annual total returns.  These returns
may be calculated the same way as standard  average total  returns,  except that
the annual administrative charge and the surrender charge is not included in the
calculations,  or they may just  show  underlying  fund fees and  expenses.  The
following chart shows the non-standard  average annual  compounded total returns
for  the  underlying  Funds  for  the  period  ending  September  30,  2000  The
performance below reflects  hypothetical returns based on the actual performance
of each underlying  Fund. The performance  assumes the Sage Variable Annuity was
available  as of the  inception  date of the  underlying  Funds  for the  period
indicated.  The  performance  assumes  the  deduction  of  fund  management  and
operating  expenses,  but does not include any contract  level  expenses  (i.e.,
transaction expenses and optional rider expenses).




<TABLE>
<CAPTION>




                                                                        AVERAGE ANNUAL COMPOUNDED TOTAL RETURN
                                                                  -------------------------------------------------
                                 FUND                                 ONE YEAR        FIVE YEARS      TEN YEARS
                                 ----                             ----------------- --------------- ---------------

<S>                                                                 <C>               <C>            <C>
       AIM VARIABLE INSURANCE FUNDS:
            AIM V.I. Government Securities Fund
            AIM V.I. Growth and Income Fund
            AIM V.I. International Equity Fund
            AIM V.I. Value Fund
       THE ALGER AMERICAN FUND:
            Alger American MidCap Growth Portfolio
            Alger American Income and Growth Portfolio
            Alger American Small Capitalization Portfolio
       LIBERTY VARIABLE INVESTMENT TRUST:
            Colonial High Yield Securities Fund, Variable Series
            Colonial Small Cap Value Fund, Variable Series
            Colonial Strategic Income Fund, Variable Series
            Colonial U.S. Growth and Income Fund, Variable
                Series
            Liberty All-Star Equity Fund, Variable Series
            Newport Tiger Fund, Variable Series
            Stein Roe Global Utilities Fund, Variable Series
       STEINROE VARIABLE INVESTMENT TRUST:
            Stein Roe Growth Stock Fund, Variable Series
            Stein Roe Balanced Fund, Variable Series
       MFS(R) VARIABLE INSURANCE TRUST(SM):
            MFS Growth With Income Series
            MFS High Income Series
            MFS Research Series
            MFS Total Return Series
            MFS Capital Opportunities Series
       THE UNIVERSAL INSTITUTIONAL FUNDS, INC.:
            The Global Equity Portfolio
            The Mid Cap Value Portfolio
            The Value Portfolio
       OPPENHEIMER VARIABLE ACCOUNT FUNDS:
            Oppenheimer Bond Fund/VA
            Oppenheimer Capital Appreciation Fund/VA
            Oppenheimer Small Cap Growth Fund/VA
       SAGE LIFE INVESTMENT TRUST:
            EAFE(R)Equity Index Fund*
            S&P 500 Equity Index Fund*
            Money Market Fund**
       T. ROWE PRICE EQUITY SERIES, INC.:
            T. Rowe Price Equity Income Portfolio
            T. Rowe Price Mid-Cap Growth Portfolio
            T. Rowe Price Personal Strategy Balanced Portfolio
</TABLE>


* The S&P 500 Equity Index Fund and Money Market Fund  commenced  operations  on
February 19, 1999. The EAFE Equity Index Fund  commenced  operations on March 2,
1999. Total investment return is calculated  assuming an initial investment made
at  net  asset  value  at  the  beginning  of the  period,  reinvestment  of all
distributors at net asset value during the period and redemption on the last day
of the period. Total investment return is not annualized.



** Yield more  closely  reflects  current  earnings of the Sage Life  Investment
Trust's Money Market Fund than its total return.


                                      SAI-8
<PAGE>   107

OTHER TOTAL RETURNS

     We may disclose  cumulative  total returns in conjunction with the standard
formats  described  above. We will calculate the cumulative  total returns using
the following formula:

     CTR =                     (ESV/P) - 1

     Where:

     CTR = The cumulative total return for the period.

     ESV = The ending  Surrender Value of the hypothetical
           investment  at  the  end  of  the  period  net of
           recurring charges.

     P =   A hypothetical single payment of $1,000.

EFFECT OF THE ANNUAL ADMINISTRATION CHARGE ON PERFORMANCE DATA

     The Contracts  provide for a $40 Annual  Administration  Charge (waived for
Contracts with Account Value of at least $50,000,  or beginning on and after the
eighth  Contract Year) that is deducted from the  Sub-Accounts  proportionately.
For purposes of reflecting the Annual  Administration  Charge in yield and total
return quotations,  the average Account Value is assumed to be $50,000,  so that
the annual administration charge is waived.

USE OF INDEXES

     From time to time,  we may present the  performance  of certain  historical
indexes in advertisements or sales literature. We may compare the performance of
these indexes to the performance of certain  Variable  Sub-Accounts or Funds, or
we may present without such a comparison.

OTHER INFORMATION

The following is a partial list of those  publications  which we may note in the
Funds' sales  literature  and/or  shareholder  materials which contain  articles
describing  investment  results  or other  data  relative  to one or more of the
Variable Sub-Accounts. We also may cite other publications.


Broker World                                            Financial World
Across the Board                                        Advertising Age
American Banker                                         Barron's
Best's Review                                           Business Insurance
Business Month                                          Business Week
Changing Times                                          Consumer Reports
The Economist                                           Financial Planning
Forbes                                                  Fortune
Inc.                                                    Institutional Investor
Insurance Forum                                         Insurance Sales
Insurance Week                                          Journal of Accountancy
Journal of Financial Service Professionals              Journal of Commerce
Life Insurance Selling                                  Life Association News
MarketFacts                                             Manager's Magazine
National Underwriter                                    Money
Morningstar, Inc.                                       Nation's Business
New Choices (formerly 50 Plus)                          The New York Times
Pension World                                           Pensions & Investments
Rough Notes                                             Round the Table
U.S. Banker                                             VARDs
The Wall Street Journal                                 Working Woman


INCOME PAYMENT PROVISIONS

     AMOUNT OF FIXED INCOME  PAYMENTS.  On the Income Date,  the amount you have
chosen to apply to provide  fixed  income  payments  will be  applied  under the
income plan you have chosen.  The monthly income payment factor in effect on the
Income  Date times that  amount  and then  divided by $1,000  will be the dollar
amount of each monthly payment. Each of these payments are guaranteed and remain
level throughout the period you selected.

     The monthly income payment factor used to determine the amount of the fixed
income payments will not be less than the guaranteed minimum monthly income
payment factor shown in your Contract.

     AMOUNT OF VARIABLE INCOME PAYMENTS. These payments will vary in amount. The
dollar amount of each payment  attributable to each Variable  Sub-Account is the
number of Income Units for each Variable Sub-Account times the Income Unit value
of that Sub-Account. The sum of the dollar amounts for each Variable Sub-Account
is the amount of the total variable income payment. We will determine the Income
Unit values for each payment no earlier than five  Business  Days  preceding the
due date of the variable  income  payment  (except for Income  Payment Option 4,
which we determine on the due date).  We guarantee the payment will not vary due
to changes in mortality or expenses.

     INCOME  UNITS.  On the  Income  Date,  the  number of  Income  Units for an
applicable  Variable  Sub-Account  is  determined  by  multiplying  (1) by  (2),
dividing the result by (3), and then dividing that result by (4) where:

    (1)   is the amount you have chosen to allocate to that Variable Sub-
          Account;

    (2)   is the monthly income payment factor for the income plan chosen;

    (3)   is $1,000; and

    (4)   is the  Income  Unit  value  for  the  Variable  Sub-Account  for  the
          Valuation Period ending on that date.

     INCOME UNIT  VALUE.  We  calculate  the value of an Income Unit at the same
time that the value of an  Accumulation  Unit is calculated  and is based on the
same values for Fund shares and other  assets and  liabilities.  The Income Unit
value for a Variable  Sub-Account's  first  Business  Day was set at $10.  After
that, we determine the Income Unit value for every  Business Day by  multiplying
(a) by (b), and then dividing by (c) where:

    (a)   is the Income Unit value for the immediately preceding Valuation
          Period;

    (b)   is the "net investment factor" (as described in the prospectus) for
          the Variable Sub-Account for the Valuation Period for which the value
          is being determined; and

    (c)  is the daily  equivalent of the assumed  investment  rate that you have
         selected  and that is shown in your  Contract for the number of days in
         the Valuation Period.


                ILLUSTRATION OF CALCULATION OF INCOME UNIT VALUE

<TABLE>
<CAPTION>

<S>                                                                                                         <C>

1.   Net Investment Factor...................................................................................1.00022253

2.   Income Unit value for the immediately preceding Valuation
     Period.................................................................................................10.00000000

3.   Daily equivalent of the assumed investment rate for the number of days in the
     Valuation Period (assuming you select 3%)=(1.03(1/365)).................................................1.00008099

4.   Income Unit value for current Valuation Period
     [(1) x (2)]/(3)........................................................................................10.00141533

</TABLE>

                                     SAI-11
<PAGE>   110

                    ILLUSTRATION OF VARIABLE INCOME PAYMENTS
<TABLE>
<CAPTION>


<S>                                                                                                         <C>
1.   Number of Accumulation Units.................................................................................1,000

2.   Accumulation Unit value.................................................................................10.0026116

3.   Account Value (1) x (2)..................................................................................10,002.61

4.   Minimum monthly income payment factor per $1,000 applied.....................................................10.50

5.   First monthly variable income payment [(3) x (4)]/$1,000....................................................105.03

6.   Income Unit value......................................................................................10.00141533

7.   Number of Income Units (5)/(6)............................................................................10.50151

8.   Assume Income Unit value at the end of the second month is...................................................10.05

9.   Second monthly variable income payment (7) x (8)............................................................105.54

10. Assume Income Unit value at the end of the third month is.....................................................10.10

11. Third monthly variable income payment (7) x (10).............................................................106.07
</TABLE>

     EXCHANGE OF INCOME UNITS. After the Income Date, if there is an exchange of
value of a designated number of Income Units of particular Variable Sub-Accounts
into other Income  Units,  the value will be such that the dollar  amount of the
income payment made on the date of exchange will be unaffected by the exchange.

SAFEKEEPING OF ACCOUNT ASSETS

     We hold the title to the  assets of the  Variable  Account.  The assets are
kept physically  segregated and held separate and apart from our General Account
assets and from the assets in any other separate account.

     We maintain records of all purchases and redemptions of Fund shares held by
each of the Variable Sub-Accounts.

     A fidelity bond in the amount of  approximately  $10 million per occurrence
covering the  Company's  directors,  officers,  and employees has been issued by
Lloyd's of London.

LEGAL MATTERS

     All matters relating to Delaware law pertaining to the Contracts, including
the  validity  of the  Contracts  and  the  Company's  authority  to  issue  the
Contracts,  have been  passed  upon by James F.  Bronsdon,  the  Company's  Vice
President,  Legal and  Compliance.____________________  has  provided  advice on
certain matters relating to the federal securities laws.


                                     SAI-12

<PAGE>   111
OTHER INFORMATION

     A  registration  statement has been filed with the SEC under the Securities
Act of 1933,  as  amended,  with  respect  to the  Contracts  discussed  in this
Statement of Additional  Information.  Not all the  information set forth in the
registration  statement,  amendments  and exhibits  thereto has been included in
this Statement of Additional Information. Statements contained in this Statement
of  Additional  Information  concerning  the content of the  Contracts and other
legal instruments are intended to be summaries.  For a complete statement of the
terms of these documents, reference should be made to the instruments filed with
the SEC.

FINANCIAL STATEMENTS


     The Variable  Account began  operations on February 19, 1999, and financial
statements  for the Variable  Account from  February 19, 1999 through the period
ended  December 31, 1999 are provided.  Financial  statements of the Company are
presented in the Prospectus.



                                     SAI-13
(To be filed by amendment)



                                     PART C

                                OTHER INFORMATION

ITEM 24.      FINANCIAL STATEMENTS AND EXHIBITS

(a)  Financial Statements

     All  required  financial  statements  are  included  in Part  A.  Financial
statements for The Sage Variable Annuity Account A (the "Variable  Account") are
included in Part B. (Financial statements will be filed by Amendment.)

(b)  Exhibits


     (1)(a)         Resolutions of the Board of Directors of Sage Life
                    Assurance of America, Inc. establishing The Sage Variable
                    Annuity Account A.1/

     (2)            Not Applicable.

     (3)            Form of Distribution Agreement with Sage Distributors, Inc.
                    and Form of Selling Agreement.2/

     (4)(a)(i)(B)   Amended Form of Individual Contract.3/

           (i)(C)   Second Amended Form of Individual Contract.14/

           (ii)(B)  Amended Form of Individual Contract with Interest Account.3/

           (ii)(C)  Second Amended Form of Individual Contract with Interest
                    Account.14/

          (iii)(B)  Amended Form of Group Contract.4/

          (iii)(C)  Second Amended Form of Group Contract.14/

           (iv)(B)  Amended Form of Group Certificate.4/

           (iv)(C)  Second Amended Form of Group Contract.14/

         (b)(i)(B)  Amended Form of Individual IRA Rider.4/

           (ii)(B)  Amended Form of Group IRA Rider.4/

          (iii)(B)  Amended Form of Individual SIMPLE IRA Rider.4/

           (iv)(B)  Amended Form of Group SIMPLE IRA Rider.4/

            (v)(A)  Form of Individual Roth IRA Rider.5/

           (vi)(A)  Form of Group Roth IRA Rider.5/



                                      PC-1
<PAGE>   131


          (vii)(A)  Form of Individual Enhanced Death Benefit Rider.16/

          (vii)(B)  Form of Group Enhanced Benefit Rider.16/

         (viii)(A)  Form of Individual Guaranteed Minimum Income Benefit Rider.
                    16/

         (viii)(B)  Form of Group Guaranteed Minimum Income Benefit Rider.16/

     (5)  (i)       Form of Individual Contract Application.6/

         (ii)(B)    Amended Form of Group Certificate Application6/

     (6)(a)         Articles of Incorporation of the Company.7/

        (b)         By-Laws of the Company.7/

     (7)            Not Applicable.

     (8)(a)(i)      Form of Participation Agreement with AIM Variable Insurance
                    Funds8/

           (ii)     Form of Participation Agreement with The Alger American
                    Fund.8/

           (iii)    Form of Participation Agreement with Liberty Variable
                    Investment Trust.9/

           (iv)     Form of Participation Agreement with MFS(R) Variable
                    Insurance Trust. 8/

           (v)      Form of Participation Agreement with Morgan Stanley The
                    Universal Institutional Funds, Inc.9/

           (vi)     Form of Participation Agreement with Oppenheimer Variable
                    Account Funds.9/

           (vii)    Form of Participation Agreement with Sage Life Investment
                    Trust.8/

           (viii)   Form of Participation Agreement with SteinRoe Variable
                    Investment Trust.9/

           (ix)     Form of Participation Agreement with T. Rowe Price Equity
                    Series, Inc.9/

        (b)         Form of Services Agreement with Financial Administration
                    Services, Inc.9/

     (9)            Opinion and Consent of James F. Bronsdon. (To be filed by
                    Amendment)

     (10)           Consent of Ernst & Young LLP. (To be filed by Amendment)

     (11)           Not Applicable.

     (12)           Not Applicable.




                                      PC-2
<PAGE>   132

     (13)           Not Applicable.

     (14)(a)        Power of Attorney for Paul C. Meyer.10/

     (14)(b)        Power of Attorney for Ronald S. Scowby.11/

     (14)(c)        Power of Attorney for Richard D. Starr.11/

     (14)(d)        Power of Attorney for H. Louis Shill.12/

     (14)(e)        Power of Attorney for Mitchell R. Katcher.12/

     (14)(f)        Power of Attorney for Robin I. Marsden.13/

     (14)(g)        Power of Attorney for Paul C. Meyer, Ronald S. Scowby,
                    Meyer Feldberg, Richard D. Starr and H. Louis Shill.15/


1 This exhibit was previously filed in Exhibit 1 to the  Registration  Statement
on Form N-4 dated  December 24, 1997 (File No.  333-43329)  and is  incorporated
herein by reference.

2 This exhibit was previously filed in Exhibit No. 3 to Pre-Effective Amendment
No. 1 to the Registration Statement on Form N-4 (File No. 333-43329) dated
December 31, 1998, and is incorporated herein by reference.

3 This exhibit was previously filed in Exhibit No. 4 to Pre-Effective Amendment
No. 1 to the Registration Statement on Form N-4 (File No. 333-44751) dated
January 12, 1999, and is incorporated herein by reference.


4 This exhibit was previously filed in Exhibit No. 4 to the Pre-Effective
Amendment No. 1 to the Registration Statement on Form N-4 (File No. 333-43329)
dated December 31, 1998, and is incorporated herein by reference.


5 This exhibit was previously filed in Exhibit No. 4 to the Registration
Statement on Form N-4 (File No. 333-43329) dated December 24, 1997, and is
incorporated herein by reference.


6 This exhibit was previously filed in Exhibit No. 5 to Pre-Effective Amendment
No. 1 to the Registration Statement filed on Form N-4 (File No. 333-44751) dated
January 12, 1999, and is incorporated herein by reference.


7 This exhibit was previously filed in Exhibit No. 6 to the Registration
Statement filed on Form N-4 (File No. 333-43329) dated December 24, 1997, and is
incorporated herein by reference.


8 This exhibit was previously filed in Exhibit No. 8 to Pre-Effective Amendment
No. 1 to the Registration Statement filed on Form N-4 (File No. 333-43329) dated
December 31, 1998, and is incorporated herein by reference.


                                      PC-3
<PAGE>   133


9 This exhibit was previously filed in Exhibit No. 8 to Pre-Effective Amendment
No. 2 to the Registration Statement filed on Form N-4 (File No. 333-43329) dated
January 28, 1999, and is incorporated herein by reference.



10 This exhibit was previously filed in Exhibit No. 14 to Pre-Effective
Amendment No. 1 to the Registration Statement on Form N-4 (File No. 333-44751)
dated January 12, 1999, and is incorporated herein by reference.



11 This exhibit was previously filed in Exhibit No. 14 to Pre-Effective
Amendment No. 2 to the Registration Statement on Form N-4 (File No. 333-43329)
dated January 28, 1999, and is incorporated herein by reference.



12 This exhibit was previously filed in Exhibit No. 14 to Pre-Effective
Amendment No. 2 to the Registration Statement filed on Form N-4 (File No.
333-44751) dated February 10, 1999, and is incorporated herein by reference.



13 This exhibit was previously filed in Exhibit No. 14 to Pre-Effective
Amendment No. 1 to the Registration Statement on Form N-4 (File No. 333-43329)
dated February 26, 1999, and is incorporated herein by reference.



14 This exhibit was previously filed in Exhibit No. 4 to Pre-Effective
Amendment No. 3 to the Registration Statement on Form N-4 (File No. 333-43329)
dated February 29, 2000, and is incorporated herein by reference.



15/ This exhibit was previously filed in Exhibit No. 14 to the Post Effective
Amendment No. 3 to the Registration Statement on Form N-4 (File No. 333-43329)
dated February 29, 2000, and is incorporated herein by reference.



16/ This exhibit was previously filed in Exhibit No. 4 to the Registration
Statement on Form N-4 (File No. 333-43329) dated June 27, 2000, and is
incorporated herein by reference.


ITEM 25.      DIRECTORS AND OFFICERS OF THE DEPOSITOR

         Incorporated  herein by reference to the section titled  "Directors and
Executive  Officers"  of the  Prospectus  filed  as Part A of this  Registration
Statement.

ITEM 26.      PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR
              OR REGISTRANT


     The  registrant is a segregated  asset account of the Company and therefore
is owned and  controlled by the Company.  The Company is a stock life  insurance
company of which all the voting  securities  are owned by Sage Life  Holdings of
America, Inc., a Delaware corporation, ("Sage Life Holdings"), all of the voting
securities  of  which  are  owned  by Sage  Insurance  Group  Inc.,  a  Delaware
corporation. (The Company in turn owns all of the voting securities of Sage Life
Assurance  Company of New York, a New York domiciled company which is pursuing a
license to conduct  insurance  business in that state.) In addition to Sage Life
Holdings,  Sage Insurance  Group also owns all of the voting  securities of Sage
Distributors,  Inc.  (a  broker-dealer),   Sage  Advisors,  Inc.  (a  registered
investment adviser),  and Finplan Holdings,  Inc. (a financing company),  all of
which are Delaware  corporations,  and Sage Re (Bermuda)  Ltd. (an  insurer),  a
Bermudian  corporation.  All the voting  securities of Sage Insurance Group Inc.
are  owned  by Sage  Insurance  Holdings,  Inc,  a  Delaware  corporation.  Sage
Insurance  Holdings,  Inc. is a wholly owned  subsidiary of Sage Holdings (USA),
Inc., a Delaware  corporation.  (Sage Holdings (USA),  Inc. also owns all of the
voting securities of Sage Properties (USA),  Inc., a Virginia  corporation whose
principal  assets are real estate.) Sage Holdings (USA),  Inc. is a wholly owned
subsidiary  of Sage Life Holdings  Limited,  a South  African  corporation.  The
nature of the business of the companies  listed above is insurance and financial
services.  Sage Life  Holdings  is 100%  owned by Sage  Group  Limited,  a South
African corporation that is the ultimate holding company.  Sage Group Limited is
a controlling  company operating in life insurance,  mutual funds and investment
management.  Various  companies  and other  entities  controlled  by Sage  Group
Limited may be considered to be under common  control with the registrant or the
Company.  Such other  companies and entities and the nature of their  businesses
are set forth below.  These  companies are  incorporated in South Africa and are
wholly owned subsidiaries unless otherwise noted.


         Sage Life  Holdings was formed  pursuant to a letter of intent  between
Sage Group  Limited and Swiss Re Life and Health  America,  Inc.  ("Swiss  Re").
Swiss Re's ultimate parent company is Swiss  Reinsurance  Company,  Switzerland,
one of the world's largest life and health reinsurance groups.  Under the letter
of  intent,  Swiss Re made an equity  investment  into Sage Life  Holdings.  The
arrangements  contemplated  by the letter of intent may be subject to regulatory
approval.

             DIRECT AND INDIRECT SUBSIDIARIES OF SAGE GROUP LIMITED

<TABLE>
<CAPTION>



COMPANY NAME                                                           PRINCIPAL BUSINESS
<S>                                                                    <C>
Bentley Office Park (Pty) Ltd                                          Property development & investment
Blackreef Properties (Pty) Ltd                                         Property holding
Edenston Properties (Pty) Ltd                                          Property development
Educational Information Services (Pty) Ltd                             Publishing
Ensiklopedie Afrikana (Edms) Beperk                                    Publishing
Estromin Properties & Investments (Pty) Ltd                            Property investment
Everest Construction (Pty) Ltd                                         Construction
FPS (South Vaal) Investments (Pty) Ltd                                 Property investment
FPS (Vaal) Investments (Pty) Ltd                                       Investment holding
FPS Investment Holdings Ltd                                            Investment holding
FPS Investments (Pty) Ltd                                              Investment holding
FPS Ltd                                                                Investment consultants
Fraser Street Registrars (Pty) Ltd                                     Transfer secretaries
Hatfield Primary Square (Pty) Ltd.                                     Property investment
Hatfield Properties (Block A) (Pty) Ltd                                Property investment
Hatfield Properties (Block C) (Pty) Ltd                                Property investment
Hatfield Properties (Block D) (Pty) Ltd                                Property investment
Highrise Home Investments (Pty) Ltd                                    Property investment
Home Mortgage Investments (Pty) Ltd (50% owner)                        Financing
J van Streepen (Kempton Park) (Pty) Ltd (51% owner)                    Property development
Kemparkto (Pty) Ltd                                                    Property investment & development
Lakeview Management Properties (Pty) Ltd (75% owner)                   Property management
Marlands Flats (Pty) Ltd                                               Property holding
Meumann & Heyneke (Pty) Ltd                                            Retail merchants
Nedrep Investments Ltd                                                 Investment holding
New Smal Construction Co. (Pty) Ltd                                    Construction
Palmiet Townships (Pty) Ltd                                            Property development
R/E 105 Rosebank (Pty) Ltd                                             Investment holding
Residential Mortgage Investments (Pty) Ltd                             Financing
S A Cultural Holdings (Pty) Ltd                                        Investment
S A Kultuur Beleggings (Edms) Beperk                                   Investment
S.B. Plant Hire (Pty) Ltd                                              Plant hire
SACI Finance (Pty) Ltd                                                 Finance company
Sage Structured Options (Eight) (Pty) Ltd                              Investment holding
Sage Structured Options (Five) (Pty) Ltd                               Investment holding
Sage Structured Options (Four) (Pty) Ltd                               Investment holding
Sage Structured Options (Nine) (Pty) Ltd                               Investment holding
Sage Structured Options (One) (Pty) Ltd                                Investment holding
Sage Structured Options (Seven) (Pty) Ltd                              Investment holding
Sage Structured Options (Six) (Pty) Ltd                                Investment holding
Sage Structured Options (Three) (Pty) Ltd                              Investment holding
Sage Structured Options (Two) (Pty) Ltd                                Investment holding
Sage Centre (Pty) Ltd                                                  Investment holding
Sage Consulting Services (Pty) Ltd.                                    Consulting, financial, administrative
                                                                          and management services
Sage Corporate Services (Pty) Ltd                                      Investment holding
Sage Family Benefits (Pty) Ltd                                         Insurance consultants
Sage Holdings Ltd                                                      Financial, investment & management
Sage Investment Trust Ltd                                              Insurance & investment
Sage Land Finance (Pty) Ltd                                            Financiers
Sage Land Holdings (Pty) Ltd                                           Investment holding
Sage Library Gardens Ltd                                               Investment holding
Sage Life Holdings Ltd                                                 Investment holding
Sage Life Ltd                                                          Life insurance
Sage Management Services (Pty) Ltd                                     Management
Sage Parking (Pty) Ltd                                                 Own & operate parking garages
Sage Personal Investment Marketing (Pty) Ltd                           Investment consultants
Sage Properties (549 Sandown) (Pty) Ltd                                Property holding
Sage Properties (Menlyn) (Pty) Ltd                                     Property investment
Sage Properties (Rivonia Four) (Pty) Ltd                               Property holding
Sage Properties (Sunnyside) (Pty) Ltd                                  Property holding
Sage Properties Ltd                                                    Investment holding
Sage Property Holdings Ltd                                             Property holding
Sage Property Management Services (Pty) Ltd                            Property management
Sage Property Trust Managers, Ltd. (77.2% owner)                       Management of unit trusts
Sage Schachat Developments (Pty) Ltd                                   Builders
Sage Schachat Ltd                                                      Investment holding
Sage Selections (Pty) Ltd                                              Investment
Sage Specialized Insurances Ltd                                        Short term insurance
Sage Strategic Investments (Pty) Ltd                                   Investment holding
Sage Strategic Services (Pty) Ltd.                                     Consulting, financial, administrative
                                                                          and management services
Sage Trustees (Pty) Ltd                                                Trustees
Sage Unit Trusts Ltd                                                   Management of unit trusts
Sagemed (Pty) Ltd                                                      Health & medical insurance
SAK Holdings (Pty) Ltd                                                 Investment holding
Sandhurst Properties (Block A) (Pty) Ltd                               Property investment & management
Sandhurst Properties (Block C) (Pty) Ltd                               Property investment & management
Sandhurst Properties (Block D) (Pty) Ltd                               Property investment & management
Sandhurst Properties (Block E) (Pty) Ltd                               Property investment & management
Sandhurst Properties (Block F) (Pty) Ltd                               Property investment & management
Sandhurst Properties (Block G) (Pty) Ltd                               Property investment & management
Sandown Development Holdings (Pty) Ltd                                 Property holding
Sandown Developments (Pty) Ltd                                         Property development
Schachat Ciskei (Pty) Ltd                                              Property development
Schachat Construction (Pty) Ltd                                        Construction
Schachat Cullum (Pty) Ltd                                              Property development & management
Schachat Finance Company (Pty) Ltd                                     Financiers
Schachat Land Resources (Pty) Ltd                                      Investment holding
Schachat Natal (Pty) Ltd                                               Farming & other
Schalab Townships (Pty) Ltd (51% owner)                                Property development
Sectional Title (Pty) Ltd                                              Property development
SLR Land Development (Pty) Ltd                                         Building contractors
SMH Land Development (Pty) Ltd                                         Property investment
SPTM Holdings (Pty) Ltd                                                Investment holding
SSI Securities (Pty) Ltd                                               Financiers
Stonehouse Investments (Pty) Ltd                                       Property investment
Sunnyside Erf 26 (Block D) (Pty) Ltd                                   Property investment & management
Table Classics (Pty) Ltd                                               Deal in tableware products
The Gold Jewellery Corporation (Pty) Ltd                               Manufacture & sale of coins & jewelry
Townhomes (Pty) Ltd                                                    Building contractors
Von Brandis Square Development Co. (Pty) Ltd                           Property development
Witch Construction Company (Pty) Ltd                                   Property investment & development
Witch Construction Company (Transvaal) (Pty) Ltd                       Property investment & development
Sage International B.V. (Netherlands corporation)                      Holding
Sage International Assets Ltd (BVI corporation)                        Holding
Sage Management Services (USA), Inc.
   (New York corporation)                                              Management services
</TABLE>



ITEM 27.      NUMBER OF CONTRACT OWNERS


         As of July 31, 2000, 208 Contracts were in force.


ITEM 28.      INDEMNIFICATION

         Sage Life's  Articles of  Incorporation  provide that a director of the
Company shall not be personally  liable to the Company or its  stockholders  for
monetary damages for breach of fiduciary duty as a director, except that (i) for
any breach of the director's duty of loyalty to the Company or its stockholders,
(ii) for acts or omissions not in good faith or which would involve  intentional
misconduct  or a  knowing  violation  of law,  (iii)  under  Section  174 of the
Delaware  General  Corporation  Law, or (iv) for any transaction  from which the
director  derived any  personal  benefit.  Notwithstanding  the  foregoing,  the
Articles  provide that if the  Delaware  General  Corporation  Law is amended to
authorize  further  limitations of the liability of a director or a corporation,
then a director of the Company, in addition to circumstances in which a director
is not personally liable as

                                      PC-7
<PAGE>   137

set forth in the preceding  sentence,  shall be held free from  liability to the
fullest extent permitted by the Delaware General Corporation Law as amended.

         Sage  Life's  Bylaws  provide  that the  Company  shall  indemnify  its
officers, directors, employees and agents to the extent permitted by the General
Corporation Law of Delaware.

         Further,  Section 145 of Delaware General Corporation Law provides that
a corporation  shall have power to indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit, or proceeding,  whether civil,  criminal,  administrative or investigative
(other  than an action by or in the right of the  corporation)  by reason of the
fact  that  he  is or  was  a  director,  officer,  employee  or  agent  of  the
corporation,  or is or was  serving  at the  request  of  the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust, or other  enterprise,  against expenses  (including  attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action,  suit, or proceeding if he acted
in good faith and in a manner he reasonably  believed to be in or not opposed to
the best interests of the corporation,  and, with respect to any criminal action
or proceeding,  had no reasonable cause to believe his conduct was unlawful. The
termination of any action,  suit or proceeding by judgment,  order,  settlement,
conviction,  or upon a plea of nolo contendere or its equivalent,  shall not, of
itself,  create a presumption that the person did not act in good faith and in a
manner  which  he  reasonably  believed  to be in or not  opposed  to  the  best
interests  of the  corporation,  and,  with  respect to any  criminal  action or
proceeding, had a reasonable cause to believe that his conduct was not unlawful.

         Insofar as  indemnification  for liability arising under the Securities
Act of 1933 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 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 Act and will be governed by the final adjudication of
such issue.

ITEM 29.      PRINCIPAL UNDERWRITER

      (a)  Sage Distributors, Inc. ("Sage Distributors") is the registrant's
           principal underwriter.
      (b)  Officers and Directors of Sage Distributors

         The principal  business  address of all of the persons  listed above is
300 Atlantic Street, Stamford, CT 06901.

<TABLE>
<CAPTION>

Name and Principal Business Address       Positions and Offices With Sage Distributors

<S>                                         <C>


Robin I. Marsden                            Director

Mitchell R. Katcher                         Director

Lincoln B. Yersin                           President and Chief Executive Officer

James F. Bronsdon                           Chief Compliance Officer, Chief Legal Officer

James F. Renz                               Chief Financial Officer, Treasurer, Assistant Secretary


</TABLE>


ITEM 30.      LOCATION OF BOOKS AND RECORDS

         All of the accounts,  books,  records or other documents required to be
kept  by  Section  31(a)  of the  Investment  Company  Act  of  1940  and  rules
thereunder, are maintained at our Customer Service Center.

ITEM 31.      MANAGEMENT SERVICES

         All  management  contracts  are  discussed  in Part A or Part B of this
registration statement.

ITEM 32.      UNDERTAKINGS AND REPRESENTATIONS

              (a) The registrant  undertakes that it will file a  post-effective
                  amendment to this  registration  statement as frequently as is
                  necessary to ensure that the audited  financial  statements in
                  the statement are never more than 16 months old for as long as
                  purchase payments under the Contracts offered herein are being
                  accepted.

              (b) The registrant  undertakes  that it will include either (1) as
                  part of any application to purchase a Contract  offered by the
                  prospectus,  a space that an applicant  can check to request a
                  Statement  of  Additional  Information,  or (2) a post card or
                  similar  written  communication  affixed to or included in the
                  prospectus  that  the  applicant  can  remove  and send to the
                  Company for a Statement of Additional Information.


         Additional Information.

              (c) The   registrant   undertakes  to  deliver  any  Statement  of
                  Additional  Information and any financial  statements required
                  to be made available under this Form N-4 promptly upon written
                  or oral  request to the Company at the address or phone number
                  listed in the prospectus.

              (d) The Company  represents  that the fees and  charges  under the
                  Contracts, in the aggregate, are reasonable in relation to the
                  services rendered,  the expenses expected to be incurred,  and
                  the risks assumed by the Company.



                                      PC-9
<PAGE>   139


                                   SIGNATURES


         As required by the Securities  Act of 1933, and the Investment  Company
Act of 1940, the registrant has caused this Registration  Statement to be signed
on its behalf,  in the City of Stamford,  in the State of  Connecticut,  on this
30th day of October, 2000.


<TABLE>


                                                    The Sage Variable Annuity Account A
                                                    (Registrant)

                                                     By:  Sage Life Assurance of America, Inc.


<S>                                                 <C>
Attest:

/s/ James F. Bronsdon                                By: /s/ Robin I. Marsden
- ------------------------------------                   ------------------------------------------------
James F. Bronsdon                                        Robin I. Marsden
Assistant Secretary                                      President  and Chief Executive Officer

                                                     By:  Sage Life Assurance of America, Inc.
                                                          (Depositor)

Attest:


 /s/ James F. Bronsdon                               By: /s/ Robin I. Marsden
- ------------------------------------                   ---------------------------------------------------
James F. Bronsdon                                        Robin I. Marsden
Assistant Secretary                                      President and Chief Executive Officer

</TABLE>


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



<TABLE>
<CAPTION>

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

<S>                                                  <C>                         <C>
         /s/ Ronald S. Scowby*                       Chairman                     October 30, 2000
         ---------------------
         Ronald S. Scowby

         /s/ H. Louis Shill*                         Director                     October 30, 2000
         -----------------------
         H. Louis Shill

         /s/ Paul C. Meyer*                          Director                     October 30, 2000
         ----------------------
         Paul C. Meyer

         /s/ Richard D. Starr*                       Director                     October 30, 2000
         -----------------------
         Richard D. Starr

         /s/ Mitchell R. Katcher                     Director,                    October 30, 2000
         ------------------------
         Mitchell R. Katcher                         Senior Executive Vice
                                                     President, Chief Actuary


         /s/ Meyer Feldberg*                         Director                     October 30, 2000
         ---------------------------
         Meyer Feldberg

         /s/ John A. Benning*                        Director                     October 30, 2000
         ---------------------------
         John A. Benning

        /s/ ROBIN I. MARSDEN                         Director, President          October 30, 2000
        ----------------------------                 and Chief Executive
        Robin I. Marsden                             Officer


*By: /s/  Mitchell R. Katcher
         ---------------------------
         Mitchell R. Katcher
</TABLE>



As Attorney-In-Fact pursuant to a Power of Attorney dated below.

Director                   Date

Meyer Feldberg             February 28, 2000
Ronald S. Scowby           February 24, 2000
H. Louis Shill             February 25, 2000
Paul C. Meyer              February 23, 2000
Richard D. Starr           February 25, 2000
John A. Benning            July 31, 2000



<PAGE>   141



                                  EXHIBIT LIST

(Exhibits to be filed by Amendment.)




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