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. 333-43329
                                                              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. 19                         [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

<PAGE>   2


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


<PAGE>



                      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.


<PAGE>



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

                                       P-1
<PAGE>   2

         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  surrender  charge,  and a Market  Value  Adjustment  (positive  or
negative) may apply if you take the amount from the Fixed Account before the end
of the applicable Guarantee Period.

         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.



<PAGE>



         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.

                                       P-2
<PAGE>   3

[     ] 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.

         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?


<PAGE>



         In most cases,  you may purchase a Contract with $5,000 or more ($2,000
or more in the  case of a  Contract  used  in  connection  with a  tax-qualified
retirement plan) 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 $250 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:

                                       P-3
<PAGE>   4

         -    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



<PAGE>



         -    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

                                       P-4
<PAGE>   5

         -    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:

         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.

         SURRENDER  CHARGE -- During the first seven  Contract  Years  only,  we
ordinarily  will deduct a surrender  charge when you surrender  your Contract or
withdraw amounts in excess of the Free Withdrawal Amount. The maximum applicable
percentage is 7% in the first Contract Year. It declines to 0% after the seventh
Contract Year. We calculate the surrender charge as a percentage of the purchase
payment(s) you surrender or withdraw.

         PURCHASE  PAYMENT  TAX CHARGE -- We will  deduct  any state  premium or
local tax that we incur from your Account  Value.  We reserve the right to defer
collection  of this  charge and deduct it against  your  Account  Value when you
surrender your Contract,  make an Excess Withdrawal,  or begin receiving regular
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.

                                       P-5
<PAGE>   6

         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 Surrender Charges,
            -        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
                                                                 Total       Total                  Examples of          Total
                                                                Annual      Annual      Total     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                          1.93%       0.90%      2.83%          $99             $351
     AIM V.I. Growth and Income Fund                              1.93        0.77       2.70            98              334
     AIM V.I. International Equity Fund                           1.93        0.97       2.90           100              360
     AIM V.I. Value Fund                                          1.93        0.76       2.69            98              333
THE ALGER AMERICAN FUND:
     Alger American MidCap Growth Portfolio                       1.93        0.85       2.78            98              344
     Alger American Income and Growth Portfolio                   1.93        0.70       2.63            97              325
     Alger American Small Capitalization Portfolio                1.93        0.90       2.83            99              351
LIBERTY VARIABLE INVESTMENT TRUST:
     Colonial High Yield Securities Fund, Variable Series         1.93        0.80       2.73            98              338
     Colonial Small Cap Value Fund, Variable Series               1.93        1.00       2.93           100              363
     Colonial Strategic Income Fund, Variable Series              1.93        0.75       2.68            97              331
     Colonial U.S. Growth and Income Fund, Variable Series        1.93        0.88       2.81            99              348
     Liberty All-Star Equity Fund, Variable Series                1.93        0.95       2.88           100              357
     Newport Tiger Fund, Variable Series                          1.93        1.21       3.14           102              391
     Stein Roe Global Utilities Fund, Variable Series             1.93        0.77       2.70            98              334
STEINROE VARIABLE INVESTMENT TRUST:
     Stein Roe Growth Stock Fund, Variable Series                 1.93        0.67       2.60            97              321
     Stein Roe Balanced Fund, Variable Series                     1.93        0.62       2.55            96              314
MFS(R) VARIABLE INSURANCE TRUST(SM):
     MFS Growth With Income Series                                1.93        0.88       2.81            99              348
     MFS High Income Series                                       1.93        0.91       2.84            99              352
     MFS Research Series                                          1.93        0.86       2.79            99              345
     MFS Total Return Series                                      1.93        0.90       2.83            99              351
     MFS Capital Opportunities Series                             1.93        0.91       2.44            99              352
</TABLE>

                                       P-6

<TABLE>
<CAPTION>
                                                                                                                      Examples of
                                                                 Total       Total                  Examples of          Total
                                                                Annual      Annual      Total     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                                  1.93%       1.15%      3.08%         $102             $383
     The Mid Cap Value Portfolio                                  1.93        1.05       2.98           101              370
     The Value Portfolio                                          1.93        0.85       2.78            98              344
OPPENHEIMER VARIABLE ACCOUNT FUNDS:
     Oppenheimer Bond Fund/VA                                     1.93        0.73       2.66            97              329
     Oppenheimer Capital Appreciation Fund/VA                     1.93        0.70       2.63            97              325
     Oppenheimer Small Cap Growth Fund/VA                         1.93        1.34       3.27           104              407
SAGE LIFE INVESTMENT TRUST:
     EAFE(R) Equity Index Fund                                    1.93        0.90       2.83            99              378
     S&P 500 Equity Index Fund                                    1.93        0.55       2.48            95              332
     Money Market Fund                                            1.93        0.65       2.58            96              345
     Nasdaq-100 Index(R) Fund                                     1.93        0.85       2.78            98              371
     All-Cap Growth Fund                                          1.93        1.10       3.03           101              403
T. ROWE PRICE EQUITY SERIES, INC.:
     T. Rowe Price Equity Income Portfolio                        1.93        0.85       2.78            98              344
     T. Rowe Price Mid-Cap Growth Portfolio                       1.93        0.85       2.78            98              344
     T. Rowe Price Personal Strategy Balanced Portfolio           1.93        0.90       2.83            99              351
</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  $30,000  and  the  Annual
Administration Charge to be 0.13% of the value of an average Contract).

         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.  The
examples assume you make a complete  surrender at the end of the period and,
therefore, surrender charges may be assessed.

         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 amounts you surrender or withdraw may be subject to a
surrender charge if taken during the first seven Contract Years. However, during
that period,  the Contract does provide a Free Withdrawal  Amount (an amount not
subject to a surrender charge),  each year equal to your cumulative earnings, or
if greater,  10% of total purchase payments you have invested.  In addition,  if
you take the  amounts  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 two different  types of death benefits for your
Beneficiary. There is the basic death benefit and the accidental death benefit.

         BASIC  DEATH  BENEFIT.  We will  pay the  basic  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  surrender
                  charge and 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 surrender


<PAGE>



charge  and  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.

         ACCIDENTAL  DEATH  BENEFIT.  The Contract  also  provides an accidental
death benefit during the Accumulation Phase at no additional cost. If you die as
a direct result of an accident before reaching age 81, we will pay an additional
death benefit to the  Beneficiary  of your choice.  This  additional  benefit is
equal to 100% of the sum of all  purchase  payments  you have  invested  in your
Contract, less any withdrawals you have made (including any associated surrender
charge and Market Value Adjustment incurred) up to a maximum of $250,000.

         OPTIONAL ENHANCED DEATH BENEFIT. Subject to availability in your state,
at the time we issue your 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:

                                       P-9
<PAGE>   10

         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.

         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.

         WAIVER OF SURRENDER  CHARGE RIDER:  This rider,  which is automatically
included in your Contract at no additional  cost,  permits you to withdraw money
from  your  Contract  without  a  surrender  charge if you need it while you are
confined  to a nursing  care  facility  or  hospital,  or if you have a terminal
illness. Certain restrictions apply.

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

                                      P-10

our  Customer  Service  Center  office  is P.O.  Box  290680,  Wethersfield,  CT
06129-0680 and (877) 835-7243 (Toll Free).

                                      P-11


                              PROSPECTUS SUPPLEMENT
                              DATED _____________,


                          SUPPLEMENT TO THE PROSPECTUS
                          DATED ____________,       FOR
                 FLEXIBLE PAYMENT DEFERRED COMBINATION FIXED AND
                           VARIABLE ANNUITY CONTRACTS


                                    ISSUED BY


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

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

              YOU SHOULD KEEP THIS SUPPLEMENT WITH YOUR PROSPECTUS.

         The  purpose  of this  supplement  is to add,  for a limited  time,  an
investment credit feature to your Contract. This feature applies both to new and
existing Contracts.

          For Contracts  issued on and after  September 15, 2000, we will add 2%
of your initial  purchase  payment that you allocate to the Variable  Account to
your Variable  Account Value on the later of 1) the first Business Day after the
end of the Free Look  Period  ("Ten Day Right to  Cancel"  period in  Minnesota)
according to the cover page of your Contract  (for  purposes of this  Prospectus
Supplement,  we assume you receive your  Contract on the Contract  Date),  or 2)
October 16, 2000. For all Contracts,  we will add 2% of any additional  purchase
payment you  allocate to the Variable  Account,  if we receive the payment on or
before April 30, 2001. However, transfers to the Variable Account from the Fixed
Account are not eligible to receive the investment credit.

         We will  allocate  the  investment  credits on a pro-rata  basis to the
Variable  Sub-Accounts  you select in the same ratio as the applicable  purchase
payment.  We fund the investment credits through anticipated profits that are at
least in part funded by the fees and charges you pay under the Contracts.

         The  investment  credit is yours to keep, and we will not recapture the
investment  credit.  We will not  count  the  investment  credit  as a  purchase
payment,  and  therefore,  will not assess  surrender  charges on the investment
credit. We reserve the right to cancel the investment credit feature at any time
and for any reason.


<PAGE>   13


                          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.

<PAGE>   15

<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?.......................................
       Basic Death Benefit...........................................................
       Owner's Death Before the Income Date..........................................
       Owner's or Annuitant's Death After the Income Date............................
       Accidental Death Benefit......................................................
       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..............

CONDENSED FINANCIAL INFORMATION......................................................

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.

                                       ii
<PAGE>   17

===============================================================================
                                 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 these 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


<PAGE>



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.

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

         EXCESS  WITHDRAWAL  -- An Excess  Withdrawal is a withdrawal of Account
Value that exceeds the Free Withdrawal Amount.

         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.

         FREE  WITHDRAWAL  AMOUNT -- A Free  Withdrawal  Amount  is the  maximum
amount that you can  withdraw  within a Contract  Year  during the  Accumulation
Phase without being subject to a surrender charge.

         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 a 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  surrender  charge and 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

Sales Load Imposed on Purchases (as a percentage of purchase payments)......None

Surrender Charge(1) (as a percentage of purchase payments withdrawn or
surrendered)


                APPLICABLE              APPLICABLE SURRENDER
               CONTRACT YEAR             CHARGE PERCENTAGE
               -------------             -----------------

                    1                           7%
                    2                           7%
                    3                           6%
                    4                           5%
                    5                           4%
                    6                           3%
                    7                           1%
             8 and thereafter                   0%

Maximum Transfer Charge(2)
     First 12 transfers in a Contract Year..................................$ 0
     After 12th transfer in a Contract Year.................................$25

Annual Administration Charge
     Contract Years 1-7(3)..................................................$40
     After Contract Year 7..................................................$ 0


         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, make an Excess Withdrawal, or apply your
Account  Value to  provide  income  payments.  We refer to this as the  Purchase
Payment Tax Charge.

VARIABLE ACCOUNT ANNUAL EXPENSES(4) (deducted daily as percentage of the assets
of the Variable Account)


                                                       CONTRACT YEARS
                                                       --------------
                                                       1-7            8+
                                                     -----         -----

 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%


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


         Guaranteed Minimum Income Benefit Charge..........................0.20%
         Enhanced Death Benefit Charge.....................................0.20%
         Total Optional Benefit Annual Charges.............................0.40%


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,
                                                               MANAGEMENT                     TOTAL EXPENSES     AS APPLICABLE,
                                                                  FEES       OTHER EXPENSES     (AFTER FEE       AND INCLUDING
                                                               (AFTER FEE        (AFTER         WAIVERS AND    MAXIMUM 12b-1 FEES
                                                                 WAIVER,     REIMBURSEMENT,   REIMBURSEMENTS,    [NOT CURRENTLY
                            FUND                             AS 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(5)         0.20(5)         0.80(5)          1.88%
   Colonial Small Cap Value Fund, Variable Series......            0.80(5)         0.20(5)         1.00(5)          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              N/A
   Liberty All-Star Equity Fund, Variable Series.......            0.80            0.15            0.95              N/A
   Newport Tiger Fund, Variable Series.................            0.90            0.31            1.21              N/A
   Stein Roe Global Utilities Fund, Variable Series....            0.65            0.12            0.77              N/A
STEINROE VARIABLE INVESTMENT TRUST:
   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):
   MFS Growth with Income Series.......................            0.75            0.13(6)         0.88(6)           N/A
   MFS High Income Series..............................            0.75(6)         0.16(6)         0.91(6)          0.97
   MFS Research Series.................................            0.75            0.11(6)         0.86(6)           N/A
   MFS Total Return Series.............................            0.75            0.15(6)         0.90(6)           N/A
   MFS Capital Opportunities Series....................            0.75(6)         0.16(6)         0.91(6)          1.02
THE UNIVERSAL INSTITUTIONAL FUNDS, INC.:
   The Global Equity Portfolio.........................            0.47(7)         0.68(7)         1.15(7)          1.48
   The Mid Cap Value Portfolio.........................            0.43(7)         0.62(7)         1.05(7)          1.37
   The Value Portfolio.................................            0.18(7)         0.67(7)         0.85(7)          1.22
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................            0.75            0.59            1.34              N/A
</TABLE>

<TABLE>
<CAPTION>

                                                                                                                 TOTAL EXPENSES
                                                                                                                  (BEFORE FEE
                                                                                                                  WAIVERS AND
                                                                                                                REIMBURSEMENTS,
                                                               MANAGEMENT                     TOTAL EXPENSES     AS APPLICABLE),
                                                                  FEES       OTHER EXPENSES     (AFTER FEE       AND INCLUDING
                                                               (AFTER FEE        (AFTER         WAIVERS AND    MAXIMUM 12b-1 FEES
                                                                 WAIVER,     REIMBURSEMENT,   REIMBURSEMENTS,    [NOT CURRENTLY
                            FUND                             AS APPLICABLE)  AS APPLICABLE)   AS APPLICABLE)        CHARGED]
                            ----                             --------------  --------------   --------------   -----------------
<S>                                                              <C>             <C>             <C>             <C>
SAGE LIFE INVESTMENT TRUST:
   EAFE(R) Equity Index Fund*..........................            0.73(8)         0.17(8)         0.90(8)          1.32
   S&P 500 Equity Index Fund**.........................            0.38(8)         0.17(8)         0.55(8)          0.97
   Money Market Fund...................................            0.48(8)         0.17(8)         0.65(8)          1.07
   Nasdaq-100 Index(R) Fund***.........................            0.80(9)         0.05(9)         0.85(9)          1.15
   All-Cap Growth Fund.................................            0.99(9)         0.11(9)         1.10(9)          1.46
T. ROWE PRICE EQUITY SERIES, INC.:
   T. Rowe Price Equity Income Portfolio...............            0.85(10)        0.00            0.85(10)          N/A
   T. Rowe Price Mid-Cap Growth Portfolio..............            0.85(10)        0.00            0.85(10)          N/A
   T. Rowe Price Personal Strategy Balanced Portfolio..            0.90(10)        0.00            0.90(10)          N/A
</TABLE>
- -------------

(1)      You may withdraw a portion of your Account  Value  without  incurring a
         surrender charge.  This amount is called the Free Withdrawal Amount and
         is equal to the greater of (i) 10% of your total purchase payments less
         all prior  withdrawals  (including any associated  surrender charge and
         Market  Value  Adjustment  incurred)  in that  Contract  Year,  or (ii)
         cumulative  earnings (i.e., the excess of the Account Value on the date
         of withdrawal over unliquidated purchase payments).

(2)      Currently, we do not assess a transfer charge.

(3)      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.

(4)      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?"

(5)      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%.

(6)      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%.

(7)      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%.

(8)      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.
(9)      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.

(10)     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 $30,000, and that you have invested all your money
in the Variable Account.

         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 assess 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.

         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
                                                           1. IF YOU SURRENDER YOUR CONTRACT    2. IF YOU DO NOT SURRENDER YOUR
                                                              OR YOU ANNUITIZE AT THE END             CONTRACT AT THE END
                           FUND                                  OF EACH TIME PERIOD                  OF EACH TIME PERIOD
                           ----                                -----------------------              -----------------------
                                                            1  YEAR  3  YEARS  5 YEARS 10 YEARS 1 YEAR 3 YEARS 5 YEARS   10 YEARS
                                                            ------  -------  -------  --------  ------  -------  -------  --------
<S>                                                          <C>   <C>      <C>       <C>        <C>      <C>    <C>      <C>
AIM VARIABLE INSURANCE FUNDS:
     AIM V.I. Government Securities Fund .................... $95   $138     $177      $299       $25      $78    $137     $299
     AIM V.I. Growth and Income Fund ........................  94    134      170       282        24       74     130      282
     AIM V.I. International Equity Fund .....................  96    141      181       308        26       81     141      308
     AIM V.I. Value Fund ....................................  93    134      169       281        23       74     129      281
THE ALGER AMERICAN FUND:
     Alger American MidCap Growth Portfolio .................  94    137      174       293        24       77     134      293
     Alger American Income and Growth Portfolio .............  93    132      166       273        23       72     126      273
     Alger American Small Capitalization Portfolio ..........  95    138      177       299        25       78     137      299
LIBERTY VARIABLE INVESTMENT TRUST:
     Colonial High Yield Securities Fund, Variable Series ...  94    135      171       286        24       75     131      286
     Colonial Small Cap Value Fund, Variable Series .........  96    142      183       312        26       82     143      312
     Colonial Strategic Income Fund, Variable Series ........  93    133      168       280        23       73     128      280
     Colonial U.S. Growth and Income Fund, Variable Series ..  95    138      176       296        25       78     136      296
     Liberty All-Star Equity Fund, Variable Series ..........  95    140      180       305        25       80     140      305
     Newport Tiger Fund, Variable Series ....................  98    148      194       339        28       88     154      339
     Stein Roe Global Utilities Fund, Variable Series .......  94    134      170       282        24       74     130      282
STEINROE VARIABLE INVESTMENT TRUST:
     Stein Roe Growth Stock Fund, Variable Series ...........  93    131      164       269        23       71     124      269
     Stein Roe Balanced Fund, Variable Series ...............  92    129      161       263        22       69     121      263
MFS(R) VARIABLE INSURANCE TRUST(SM)
     MFS Growth With Income Series ..........................  95    138      176       296        25       78     136      296
     MFS High Income Series .................................  95    139      177       300        25       79     137      300
     MFS Research Series ....................................  94    137      175       294        24       77     135      294
     MFS Total Return Series ................................  95    138      177       299        25       78     137      299
     MFS Capital Opportunities Series .......................  95    139      177       300        25       79     137      300
THE UNIVERSAL INSTITUTIONAL FUNDS, INC.:
     The Global Equity Portfolio ............................  97    146      191       331        27       86     151      331
     The Mid Cap Value Portfolio ............................  96    143      185       318        26       83     145      318
     The Value Portfolio ....................................  94    137      174       293        24       77     134      293
OPPENHEIMER VARIABLE ACCOUNT FUNDS:
     Oppenheimer Bond Fund/VA ...............................  93    133      167       277        23       73     127      277
     Oppenheimer Capital Appreciation Fund/VA ...............  93    132      166       273        23       72     126      273
     Oppenheimer Small Cap Growth Fund/VA ...................  99    153      202       356        29       93     162      356
SAGE LIFE INVESTMENT TRUST:
     EAFE(R) Equity Index Fund .............................. $95   $114     $186      $326       $25      $81    $146     $326
     S&P 500 Equity Index Fund ..............................  91    130      166       281        21       70     126      281
     Money Market Fund ......................................  92    140      172       294        22       73     132      294
     Nasdaq-100 Index(R) Fund ...............................  94    140      183       320        24       80     143      320
     All-Cap Growth Fund ....................................  97    148      197       352        27       88     157      352
T. ROWE PRICE EQUITY SERIES, INC.:
     T. Rowe Price Equity Income Portfolio ..................  94    137      174       303        24       77     134      293
     T. Rowe Price Mid-Cap Growth Portfolio .................  94    137      174       303        24       77     134      293
     T. Rowe Price Personal Strategy Balanced Portfolio .....  95    138      177       310        25       78     137      259
</TABLE>

<TABLE>
<CAPTION>
                                                                                    WITH GMIB AND EDB CHARGES
                                                           1. IF YOU SURRENDER YOUR CONTRACT    2. IF YOU DO NOT SURRENDER YOUR
                                                              OR YOU ANNUITIZE AT THE END             CONTRACT AT THE END
                           FUND                                  OF EACH TIME PERIOD                  OF EACH TIME PERIOD
                           ----                                -----------------------              -----------------------
                                                            1  YEAR  3  YEARS  5 YEARS 10 YEARS 1 YEAR 3 YEARS 5 YEARS   10 YEARS
                                                            ------  -------  -------  --------  ------  -------  -------  --------
<S>                                                          <C>   <C>      <C>       <C>        <C>      <C>    <C>      <C>
AIM VARIABLE INSURANCE FUNDS:
     AIM V.I. Government Securities Fund .................... $99   $151     $200      $351       $29      $91    $160     $351
     AIM V.I. Growth and Income Fund ........................  98    147      192       334        28       87     152      334
     AIM V.I. International Equity Fund ..................... 100    154      204       360        30       94     164      360
     AIM V.I. Value Fund ....................................  98    147      192       333        28       87     152      333
THE ALGER AMERICAN FUND:
     Alger American MidCap Growth Portfolio .................  98    150      197       344        28       90     157      344
     Alger American Income and Growth Portfolio .............  97    145      188       325        27       85     148      325
     Alger American Small Capitalization Portfolio ..........  99    151      200       351        29       91     160      351
LIBERTY VARIABLE INVESTMENT TRUST:
     Colonial High Yield Securities Fund, Variable Series ...  98    148      194       338        28       88     154      338
     Colonial Small Cap Value Fund, Variable Series ......... 100    154      205       363        30       94     165      363
     Colonial Strategic Income Fund, Variable Series ........  97    146      191       331        27       86     151      331
     Colonial U.S. Growth and Income Fund, Variable            99    151      198       348        29       91     158      348
Series.......................................................
     Liberty All-Star Equity Fund, Variable Series .......... 100    153      202       357        30       93     162      357
     Newport Tiger Fund, Variable Series .................... 102    161      217       391        32      101     177      391
     Stein Roe Global Utilities Fund, Variable Series .......  98    147      192       334        28       87     152      334
STEINROE VARIABLE INVESTMENT TRUST:
     Stein Roe Growth Stock Fund, Variable Series ...........  97    144      187       321        27       84     147      321
     Stein Roe Balanced Fund, Variable Series ...............  96    142      184       314        26       82     144      314
MFS(R) VARIABLE INSURANCE TRUST(SM)
     MFS Growth With Income Series ..........................  99    151      198       348        29       91     158      348
     MFS High Income Series .................................  99    152      200       352        29       92     160      352
     MFS Research Series ....................................  99    150      197       345        29       90     157      345
     MFS Total Return Series ................................  99    151      200       351        29       91     160      351
     MFS Capital Opportunities Series .......................  99    152      200       352        29       92     160      352
</TABLE>

<TABLE>
<CAPTION>
                                                                                     WITH GMIB AND EDB CHARGES
                                                           1. IF YOU SURRENDER YOUR CONTRACT    2. IF YOU DO NOT SURRENDER YOUR
                                                              OR YOU ANNUITIZE AT THE END             CONTRACT AT THE END
                           FUND                                  OF EACH TIME PERIOD                  OF EACH TIME PERIOD
                           ----                                -----------------------              -----------------------
                                                            1  YEAR  3  YEARS  5 YEARS 10 YEARS 1 YEAR 3 YEARS 5 YEARS   10 YEARS
                                                            ------  -------  -------  --------  ------  -------  -------  --------
<S>                                                          <C>   <C>      <C>       <C>        <C>      <C>    <C>      <C>
THE UNIVERSAL INSTITUTIONAL FUNDS, INC.:
     The Global Equity Portfolio ............................ 102     159      214       383      32       99      174      383
     The Mid Cap Value Portfolio ............................ 101     156      208       370      31       96      168      370
     The Value Portfolio ....................................  98     150      197       344      28       90      157      344
OPPENHEIMER VARIABLE ACCOUNT FUNDS:
     Oppenheimer Bond Fund/VA ...............................  97     146      190       329      27       86      150      329
     Oppenheimer Capital Appreciation Fund/VA ...............  97     145      188       325      27       85      148      325
     Oppenheimer Small Cap Growth Fund/VA ................... 104     165      224       407      34      105      184      407
SAGE LIFE INVESTMENT TRUST:
     EAFE(R) Equity Index Fund ..............................  99     154      208       378      29       94      168      378
     S&P 500 Equity Index Fund ..............................  95     143      189       332      25       83      149      332
     Money Market Fund ......................................  96     146      194       345      26       86      154      345
     Nasdaq-100 Index(R) Fund ...............................  98     152      206       371      28       92      166      371
     All-Cap Growth Fund .................................... 101     161      220       403      31      101      180      403
T. ROWE PRICE EQUITY SERIES, INC.:
     T. Rowe Price Equity Income Portfolio ..................  98     150      197       344      28       90      157      344
     T. Rowe Price Mid-Cap Growth Portfolio .................  98     150      197       344      28       90      157      344
     T. Rowe Price Personal Strategy Balanced Portfolio .....  99     151      200       351      29       91      160      351
</TABLE>

         More  information  about  Accumulation  Unit Values may be found in the
Condensed Financial Information section at the end of this Prospectus.


===============================================================================
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 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 continue to 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.

                                       10
<PAGE>   27

         -        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


<PAGE>



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:

                                       11
<PAGE>   28
         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 Adjustments) 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.

                                       12
<PAGE>   29
         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
different  minimum  initial  purchase  payment  depending  on  whether  you  are
purchasing a  Non-Qualified  or Qualified  Contract,  as shown in the  following
table:


                                               MINIMUM INITIAL
                                               PURCHASE PAYMENT
                                                   REQUIRED


Non-Qualified Contract                              $5,000
Qualified Contract                                  $2,000


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 $250 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>
                ========================== =====================================================================
                     CONTRACT TYPE              RESTRICTIONS ON ACCEPTANCE OF ADDITIONAL PURCHASE PAYMENTS
                -------------------------- ---------------------------------------------------------------------
<S>                                         <C>
                 Non-Qualified                  Accepted until the earlier of the year in which
                 Contract                       you attain age 85 or the year in which the Annuitant
                                                attains age 85.

                -------------------------- ---------------------------------------------------------------------
                 Qualified                      Accepted until the year in which you attain 70 1/2,
                 Contract                       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 Value
Portfolio and The Mid Cap 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.


<PAGE>



         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 .25% of the  average  aggregate  net amount we have
invested on behalf of the Variable  Account and other separate  accounts.  These
percentages  differ;  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  (including any applicable  surrender charge)
                  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 (including any applicable  surrender charge) that must
be surrendered,  withdrawn,  transferred,  or applied to an income plan from the
Fixed Sub-Account to provide the amount you 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 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


<PAGE>



                  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.


                                       22
<PAGE>   39
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 with 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.

                                       23
<PAGE>   40

         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. In addition to telephone 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


<PAGE>



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
dollar-cost  averaging into the Money Market Sub-Account.  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 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 a 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



<PAGE>



            -     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, reduced by any applicable surrender charge that would be deducted if
your  Contract  were   surrendered   that  day,  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.  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.

                                       26
<PAGE>   43

         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.

                                       27
<PAGE>   44
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

         If you make an Excess  Withdrawal or surrender your Contract during the
first seven Contract  Years,  we may deduct a surrender  charge  calculated as a
percentage of the amount of purchase  payment(s)  withdrawn or surrendered.  The
applicable  percentage is 7% in the first  Contract  Year, and declines until it
reaches 0% in the eighth Contract Year.

         If you surrender your Contract, we deduct the surrender charge from the
Account  Value  in  determining  the  Surrender  Value.  If you  take an  Excess
Withdrawal,  we deduct the surrender  charge from your Account  Value  remaining
after we pay you the amount requested. We include any surrender charge we assess
in the  calculation of any applicable  Market Value  Adjustment for  withdrawals
from the Fixed Account.  Each year you may withdraw a "Free  Withdrawal  Amount"
without  incurring a surrender  charge.  For a table of surrender  charges and a
description of the Free Withdrawal Amount, see the "Fee Table."

         The amount you request from a  Sub-Account  may not exceed the value of
that Sub-Account less any applicable surrender charge.

         EXAMPLE OF  CALCULATION  OF  SURRENDER  CHARGE.  Assume the  applicable
surrender charge is 7%, you have requested a withdrawal of $1,000, and no Market
Value Adjustment is applicable.  Your initial purchase payment was $5,000,  your
current Account Value is $5,250,  and you made no prior withdrawals  during that
Contract Year. Your Free Withdrawal Amount is the greater of (a) or (b), where:

       (a)   is the excess of 10% of the total  purchase  payments  over 100% of
             all prior  withdrawals  (including any associated  surrender charge
             and Market Value Adjustment  incurred) in that Contract Year (10% x
             $5,000 = $500); and

       (b)   is the excess of the Account Value on the date of  withdrawal  over
             the unliquidated purchase payments ($5,250 - $5,000 = $250).

Therefore,  the Free Withdrawal Amount is $500. A surrender charge will apply to
the excess of $1,000 over $500. The surrender charge equals $35 (7% x $500).

         WAIVER OF SURRENDER CHARGE. We will not deduct a surrender charge if,
at the time we receive your request for a withdrawal or a surrender, we have
also  received  due  proof  that you (or the  Annuitant,  if the Owner is not an
individual)  have  a  "Qualifying   Terminal  Illness"  or  have  been  confined
continuously to a "Qualifying Hospital or Nursing Care Facility" for at least 45
days in a 60 day period.

                                       29
<PAGE>   46

We define "Qualifying Terminal Illness" and "Qualifying Hospital or Nursing Care
Facility" in your Contract.

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. The 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:

<TABLE>
<CAPTION>


                                                                        COMBINED
                                                                  ASSET-BASED CHARGES
                                                                  -------------------

                                                               ANNUAL             DAILY
                                                               CHARGE             CHARGE
                                                               ------             ------
<S>                                                          <C>                   <C>
                    Contract Years 1-7                          1.40%            .0038626%
                    Contract Years 8+                           1.25%            .0034462%
</TABLE>


        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  purchase  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 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 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 .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
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


<PAGE>



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.

                                       31
<PAGE>   48

==============================================================================
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


<PAGE>



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."
                  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."

                                       33
<PAGE>   50

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 advisors 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.

         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.

                                       34
<PAGE>   51

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 surrender charge and Market
Value Adjustment) reduces Account Value and may be subject to federal income
tax. See "What Are The Expenses Under A Contract?" "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.  Any amount in excess of
           the Free Withdrawal Amount may be subject to a surrender charge.  See
           "Surrender  Charge." 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 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, including any surrender charge that would apply if you
surrendered your Contract at the end of each period indicated, but excluding any
deductions for purchase payment tax 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.  We show
standard  performance  that  reflects  no  charges  for the  optional  benefits.
"Non-Standard"  average  annual  total  return  information  may  be  presented,
computed on the same basis as described  above,  except that deductions will not
include any 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.


<PAGE>



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

         Your Contract  provides two different  types of death benefits for your
Beneficiary if you die before the Income Date.  There is the basic death benefit
and the accidental death benefit.

         BASIC DEATH BENEFIT. 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  surrender  charge  and  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   surrender   charge  and  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 OR ANNUITANT'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.

         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.

         ACCIDENTAL  DEATH BENEFIT.  Under certain  circumstances,  if the Owner
dies before the Income Date, we will provide an additional  death benefit called
the accidental death benefit. This additional benefit will equal:

           -      the purchase payments made; MINUS

           -      any withdrawals (including any associated surrender charge and
                  Market Value Adjustment incurred),

           each  determined  as of the date of the  Owner's  death  (or the next
           Business Day if the Owner dies on other than a Business Day), up to a
           maximum of $250,000.

To qualify for this benefit, the Owner's death must occur:

           (1)    before the first Contract Anniversary after the Owner attains
                  age 80; and

           (2)    as a direct result of accidental bodily injury, independent of
                  all other causes.

         If there is no Owner who is a natural person (that is, an  individual),
we will treat the Annuitant as Owner and use the Annuitant's age for purposes of
determining whether the accidental death benefit is payable.


         Further, all the terms and conditions described in the Contract must be
satisfied,  including  the  requirement  that we receive  satisfactory  proof of
accidental  death  at our  Customer  Service  Center  within  30 days  after  an
accidental death or as soon thereafter as reasonably possible. We will pay the
accidental  death benefit to the  Beneficiary or the person  entitled to receive
the death  benefit under the Contract,  after receipt of  satisfactory  proof of
accidental death. The deceased Owner's spouse may continue the Contact (and this
benefit)  according to the terms set forth in the Contract and accidental  death
benefit rider.

         We terminate the accidental death benefit provision:

         -        when we pay the benefit after the death of the surviving
                  spouse;

         -        when you surrender the Contract or apply the entire Account
                  Value to an income plan;

         -        when we distribute the interest in the Contract due to the
                  death of an Owner; or

         -        when you request termination of the benefit.

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 0.40% for issue ages 69 and under,  and 25.0% for
issue ages 70 through 79.

         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.

            -     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.



<PAGE>



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;



<PAGE>



         -        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.


<PAGE>



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 to December 31, 1999.

         We  included  the  audited  financial  statements  for Sage  Life as of
December  31, 1999 and 1998 and for 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 Executive Officer, 1/2000
      Age 61               Chairman, 2/98 to present                   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        President and Chief Executive Officer, Sage Life
      Age 34               and Chief Executive Officer, 2/98           Assurance Company of New York, 4/2000 to present;
                           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 of New York, 5/98
      Age 70               present                                     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 of New York, 5/98
      Age 47               present                                     to present; Partner, Clifford, Chance, Rogers & Wells
                                                                       LLP, 1986 to present.

Richard D. Starr(5)        Director, 1/97 to                           Chairman and Director, ABN Amro Financial
      Age 56               present                                     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 5/97 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 Graduate School of
      Age 58                                                           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       $ 20,956
    President and Chief Executive Officer(1)           1999       $322,500       $150,000

Mitchell R. Katcher ............................       1997       $114,583       $265,000
    Senior Executive Vice President,                   1998       $250,000       $125,000       $ 19,037
    Chief Financial Officer                            1999       $268,750       $150,000
    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.  Surrender charges also
may apply.

       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  (including  any applicable  surrender  charge) that must be
surrendered,  withdrawn,  transferred  or applied to an income  plan in order to
provide the amount 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 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:


<PAGE>



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

                                       A-1


<PAGE>   91


                                  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, no prior
transfers or withdrawals affecting this Fixed Sub-Account have been made, and no
surrender charge is applicable.

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, no prior
transfers or withdrawals affecting this Fixed Sub-Account have been made, and no
surrender charge is applicable.

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

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,  no prior transfers or withdrawals  affecting this Fixed Sub-Account
have been made and no surrender charge is applicable.

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

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,   no  prior  transfers  or  withdrawals  affecting  this  Fixed
Sub-Account have been made, and no surrender charge is applicable.

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

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


<PAGE>   93


================================================================================
                                   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>   94


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

                     CONTRACTS ISSUED BEFORE JANUARY 1, 2001

       The purpose of this  Appendix is to show certain  benefits 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 continue to 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 your 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

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

</TABLE>



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 Value do not apply to your
Contract.

WITHDRAWALS

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

BASIC 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  surrender charge and
       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;

                                       C-1


<PAGE>   95


       (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  surrender charge and 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>   96

================================================================================
                                   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;


<PAGE>



          -   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>   97

================================================================================
                                   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>   98

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:



<PAGE>



          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)].
                                       E-2


<PAGE>   99

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 $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.


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 _______________, 2001


        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)


<PAGE>





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  _______________,  2001 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.................................................................................................


<PAGE>



   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>   105


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

       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>


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 an
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
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


<PAGE>   107


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", 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" 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>

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)

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.


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.  Yield  calculations do not take into account the surrender  charge
that we assess on certain withdrawals and surrender of Account Value.

       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,


<PAGE>



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:

<TABLE>
<S>                      <C>
      Yield =             2 x ((((NI - ES)/(U x UV)) + 1)(6)-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.
</TABLE>

                                      SAI-5


<PAGE>   110


       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.

       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.

       Yield  calculations do not take into account the surrender charge that is
assessed on certain withdrawals and surrenders of Account Value.

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.


<PAGE>



       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.  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:



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


                                      SAI-6

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

      N =    the number of years in the period.




<PAGE>



       We  show  standard  average  annual  total  return  for the  period  from
Sub-Account  inception  through September 30, 2000 in the chart below. The total
return figures  reflect the deduction of all the charges  discussed  above,  and
reflects  surrender charges because we assume that you make 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>
                                                                                         FOR THE              FROM SUB-ACCOUNT
                                                                      SUB-ACCOUNT        PERIOD ENDED         INCEPTION 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                                    -8.89%
            AIM V.I. Growth and Income Fund                            11/12/99                                     N/A
            AIM V.I. International Equity Fund                          3/24/99                                    51.11
            AIM V.I. Value Fund                                         3/24/99                                    14.10
      THE ALGER AMERICAN FUND:

            Alger American MidCap Growth Portfolio                      3/30/99                                    17.86
            Alger American Income and Growth Portfolio                  3/24/99                                    30.21
            Alger American Small Capitalization Portfolio              11/12/99                                     N/A
      LIBERTY VARIABLE INVESTMENT TRUST:
            Colonial High Yield Securities Fund, Variable Series       11/12/99                                     N/A
            Colonial Small Cap Value Fund, Variable Series              3/30/99                                    14.87
            Colonial Strategic Income Fund, Variable Series             3/30/99                                    -7.43
            Colonial U.S. Growth and Income Fund, Variable Series       3/30/99                                     0.53
            Liberty All-Star Equity Fund, Variable Series               3/30/99                                     0.17
            Newport Tiger Fund, Variable Series                         3/30/99                                    15.68
            Stein Roe Global Utilities Fund, Variable Series           11/12/99                                     N/A
      STEINROE VARIABLE INVESTMENT TRUST:
            Stein Roe Growth Stock Fund, Variable Series               11/12/99                                     N/A
            Stein Roe Balanced Fund, Variable Series                   11/12/99                                     N/A
      MFS(R) VARIABLE INSURANCE TRUST(SM):
            MFS Growth With Income Series                               3/30/99                                    -3.53
            MFS High Income Series                                      3/30/99                                    -6.80
            MFS Research Series                                        11/12/99                                     N/A
            MFS Total Return Series                                    11/12/99                                     N/A
            MFS Capital Opportunities Series                           11/12/99                                     N/A
      THE UNIVERSAL INSTITUTIONAL FUNDS, INC.:
            The Global Equity Portfolio                                 3/24/99                                     0.17
            The Mid Cap Value Portfolio                                 3/30/99                                    17.16
            The Value Portfolio                                        11/12/99                                     N/A
      OPPENHEIMER VARIABLE ACCOUNT FUNDS:
            Oppenheimer Bond Fund/VA                                    3/30/99                                    -9.65
            Oppenheimer Capital Appreciation Fund/VA                    3/24/99                                    29.21
            Oppenheimer Small Cap Growth Fund/VA                        3/30/99                                    50.36
      SAGE LIFE INVESTMENT TRUST:
            EAFE(R)Equity Index Fund                                    3/19/99                                    17.99
            S&P 500 Equity Index Fund                                   2/18/99                                    10.80
            Money Market Fund*                                          2/18/99                                    -4.44
            Nasdaq-100 Index(R) Fund                                      N/A                                       N/A
            All-Cap Growth Fund                                           N/A                                       N/A
      T. ROWE PRICE EQUITY SERIES, INC.:
            T. Rowe Price Equity Income Portfolio                       3/30/99                                    -4.72
            T. Rowe Price Mid-Cap Growth Portfolio                      3/30/99                                    17.34
            T. Rowe Price Personal Strategy Balanced Portfolio         11/12/99                                     N/A
</TABLE>



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


                                      SAI-7


<PAGE>   112


       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 charges).



<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


                                      SAI-8


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.


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 $30,000,  so that
the annual administration charge is .1333%.

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.

                                     SAI-10


<PAGE>   115


       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>
<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>

                    ILLUSTRATION OF VARIABLE INCOME PAYMENTS

<TABLE>
<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.

                                     SAI-12


<PAGE>   117


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.

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.

(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

<TABLE>
<S>                       <C>
      (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. 15/

              (ii)(B)     Amended Form of Individual Contract with Interest Account.4/

              (ii)(C)     Second Amended Form of Individual Contract with Interest Account. 15/

             (iii)(B)     Amended Form of Group Contract.3/

             (iii)(C)     Second Amended Form of Group Contract. 15/

              (iv)(B)     Amended Form of Group Certificate.3/

              (iv)(C)     Second Amended Form of Group Certificate. 15/

            (b)(i)(B)     Amended Form of Individual IRA Rider.3/

              (ii)(B)     Amended Form of Group IRA Rider.3/

             (iii)(B)     Amended Form of Individual SIMPLE IRA Rider.3/

              (iv)(B)     Amended Form of Group SIMPLE IRA Rider.3/

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

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

              (vii)       Form of Individual Waiver of Surrender Charge Rider.5/

             (viii)       Form of Group Waiver of Surrender Charge Rider.5/

            (ix)(A)       Form of Individual Accidental Death Benefit Rider.5/

            (ix)(B)       Amended Form of Individual Accidental Death Benefit Rider. 15/

             (x)(A)       Form of Group Accidental Death Benefit Rider.5/

             (x)(B)       Amended Form of Group Accidental Death Benefit Rider. 15/

            (xi)(A)       Form of Individual Enhanced Death Benefit Rider. 17/

            (xi)(B)       Form of Group Enhanced Benefit Rider. 17/

            (xii)(A)      Form of Individual Guaranteed Minimum Income Benefit Rider. 17/

            (xii)(B)      Form of Group Guaranteed Minimum Income Benefit Rider. 17/

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

             (ii)         Form of Group Certificate Application.7/

      (6)(a)              Articles of Incorporation of the Company.8/

         (b)              By-Laws of the Company.8/

      (7)                 Not Applicable.

      (8)(a)(i)           Form of Participation Agreement with AIM Variable Insurance Funds.9/

             (ii)         Form of Participation Agreement with The Alger American Fund.9/

             (iii)        Form of Participation Agreement with Liberty Variable Investment Trust.10/

             (iv)         Form of Participation Agreement with MFS(R) Variable Insurance TrustSM.9/

             (v)          Form of Participation Agreement with Morgan Stanley The Universal
                          Institutional Funds, Inc.10/

             (vi)         Form of Participation Agreement with Oppenheimer Variable Account Funds.10/

             (vii)        Form of Participation Agreement with Sage Life Investment Trust.9/

             (viii)       Form of Participation Agreement with SteinRoe Variable Investment Trust.10/

             (ix)         Form of Participation Agreement with T. Rowe Price Equity Series, Inc.10/

         (b)              Form of Services Agreement with Financial Administration Services, Inc.10/

      (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.

      (13)                Not Applicable.

      (14)(a)             Power of Attorney for Paul C. Meyer.11/

      (14)(b)             Power of Attorney for Ronald S. Scowby.12/

      (14)(c)             Power of Attorney for Richard D. Starr.12/

      (14)(d)             Power of Attorney for H. Louis Shill.13/

      (14)(e)             Power of Attorney for Mitchell R. Katcher.13/

      (14)(f)             Power of Attorney for Robin I. Marsden.14/

      (14)(g)             Power of Attorney for Paul C. Meyer, Ronald S. Scowby, Richard D. Starr, H.
                          Louis Shill and Meyer Feldberg.16/
</TABLE>

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

(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. 333-43329)
dated December 31, 1998, and is incorporated herein by reference.


(4) 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. 333-43329)
dated January 28, 1999, 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.


                                      PC-3



<PAGE>   139

(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.
333-43329) dated December 31, 1998, and is incorporated herein by reference.

(7) This exhibit was previously filed in Exhibit No. 5 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. 6 to the Registration
Statement filed on Form N-4 (File No. 333-43329) dated December 24, 1997, and
is incorporated herein by reference.

(9) 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.


<PAGE>



(10) This exhibit was previously filed in Exhibit No. 8 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.


(11) 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.



(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.
333-43329) dated January 28, 1999, and is incorporated herein by reference.



(13) 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. 333-44751)
dated February 10, 1999, and is incorporated herein by reference.



(14) 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.



(15) This exhibit was previously filed in Exhibit No. 4 to 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. 14 to Post-Effective
Amendment No. 3 to the Registration Statement on Form N-4 (File No. 333-43329)
dated February 29, 1999, and is incorporated herein by reference.



(17) This exhibit was previously filed in Exhibit No. 4 to Post-Effective
Amendment No. 5 to the Registration Statement on Form N-4 (File No. 333-43329)
dated June 27, 2000, and is incorporated herein by reference.


                                      PC-4



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.


<TABLE>
<CAPTION>
                                 DIRECT AND INDIRECT SUBSIDIARIES OF SAGE GROUP LIMITED

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


<PAGE>



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, 40 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 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 below 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.


<PAGE>



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.


                                   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.


                                     The Sage Variable Annuity Account A
                                     (Registrant)

                                     By:  Sage Life Assurance of America, Inc.


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



           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
           ------------------------                 Senior Executive Vice
           Mitchell R. Katcher                      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 and              October 30, 2000
          ---------------------                     Chief Executive Officer
          Robin I. Marsden
</TABLE>


*By: /s/  Mitchell R. Katcher
     ------------------------
        Mitchell R. Katcher

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




                                  EXHIBIT INDEX

(Exhibits to be filed by Amendment)



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