LPT VARIABLE INSURANCE SERIES TRUST, 485APOS, 1997-03-07

LPT VARIABLE INSURANCE SERIES TRUST
485APOS, 1997-03-07

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As filed with the Securities and Exchange Commission
on March 7, 1997.
Registration Nos. 33-88792
811-8960
==============================================================================

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
____________________

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 2 [X]

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ]
Amendment No. 4 [X]

(Check appropriate box or boxes.)

LPT VARIABLE INSURANCE SERIES TRUST
__________________________________________________
(Exact name of registrant as specified in charter)

1755 Creekside Oaks Drive
Sacramento, CA 95833
________________________________________ __________
(Address of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number, Including Area Code (916) 641-4200

George Nicholson
London Pacific Life and Annuity Company
3109 Poplarwood Court
Raleigh, North Carolina 27604

(Name and Address of Agent For Service)

Copies to:

Raymond A. O'Hara III, Esq.
Blazzard, Grodd & Hasenauer, P.C.
P.O. Box 5108
Westport, CT 06881
(203) 226-7866

It is proposed that this filing will become effective (Check appropriate
space):

_____ immediately upon filing pursuant to paragraph (b) of Rule 485
_____ on (date) pursuant to paragraph (b) of Rule 485
__X__ 60 days after filing pursuant to paragraph (a)(1) of Rule 485
_____ on (date) pursuant to paragraph (a)(1) of Rule 485
_____ 75 days after filing pursuant to paragraph (a)(2) of Rule 485
_____ on (date) pursuant to paragraph (a)(2) of Rule 485

If appropriate, check the following box:

_____ This post-effective amendment designates a new effective date
for a previously filed post-effective amendment

Registrant has declared that it has registered an indefinite number or amount
of securities under the Securities Act of 1933 pursuant to Rule 24f-2 of the
Investment Company Act of 1940, and the Rule 24f-2 Notice for Registrant's
fiscal year 1996 was filed on or about February 27, 1997.
==============================================================================

LPT VARIABLE INSURANCE SERIES TRUST

CROSS REFERENCE SHEET
(as required by rule 404(c))
<TABLE>
<CAPTION>
<S> <C> <C>
PART A

N-1A
- --------
Item No. Location
- -------- ----------------------------

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

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

3. Condensed Financial Information.... Financial Highlights

4. General Description of Registrant.. Cover Page; Investment
Objectives and Policies;
Additional Information

5. Management of the Fund............. Management of the Trust;
Additional Information

6. Capital Stock and Other Securities. Sales and Redemptions;
Net Asset Value; Tax Status,
Dividends and Distributions;
Additional Information

7. Purchase of Securities Being
Offered....................... Net Asset Value; Sales and
Redemptions

8. Redemption or Repurchase........... Sales and Redemptions;
Net Asset Value

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

PART B

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

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

12. General Information and History.... Not Applicable

13. Investment Objectives and Policies. Investment Objectives and
Policies of the Trust;
Investment Restrictions;
Portfolio Turnover
</TABLE>

CROSS REFERENCE SHEET (cont'd)
(as required by rule 404(c))
<TABLE>
<CAPTION>
<S> <C> <C>
N-1A
- --------
Item No. Location
- -------- ---------------------------------

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

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

16. Investment Advisory and Other
Services...................... Management of the Trust;
Independent Accountants;
Custodian

17. Brokerage Allocation............... Management of the Trust
(Brokerage and Research
Services)

18. Capital Stock and Other Securities. Sales and Redemptions (Part A);
Net Asset Value (Part A); Tax
Status, Dividends and Distribu-
tions (Part A); Organization and
Capitalization; Additional
Information (Part A)

19. Purchase, Redemption and Pricing of
Securities Being Offered...... Determination of Net Asset
Value; Sales and Redemptions
(Part A)

20. Tax Status......................... Taxes; Dividends and
Distributions

21. Underwriters....................... Not Applicable

22. Calculations of Yield Quotations of
Money Market Funds............ Performance Information

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

PART C

Information required to be included in Part C is set forth under the
appropriate Item, so numbered, in Part C of the Registration Statement.

PART A

The Prospectuses for each of the following series of the LPT Variable
Insurance Series Trust are incorporated into Part A of this Post-Effective
Amendment No. 2, by reference to the Prospectus for each such series of
the Trust as filed electronically on May 20, 1996, pursuant to Rule
497(e)(File No. 33-88792): MFS Total Return Portfolio, Salomon U.S. Quality
Bond Portfolio, Strong International Stock Portfolio, Strong Growth
Portfolio, Lexington Corporate Leaders Portfolio and Salomon Money Market
Portfolio.

HARRIS ASSOCIATES VALUE PORTFOLIO
LPT VARIABLE INSURANCE SERIES TRUST
1755 Creekside Oaks Drive
Sacramento, California 95833

Class A Shares

LPT Variable Insurance Series Trust (the "Trust") is an open-end, series
management investment company which currently offers shares of beneficial
interest of eight series (the "Portfolios"), each of which has a different
investment objective and represents the entire interest in a separate portfolio
of investments. THIS PROSPECTUS CONTAINS INFORMATION PERTAINING TO THE HARRIS
ASSOCIATES VALUE PORTFOLIO ONLY (formerly the MAS Value Portfolio). This
Portfolio is currently available to the public only through variable annuity
contracts ("VA Contracts") issued by London Pacific Life and Annuity Company
("Life Company").

Please read this Prospectus carefully before investing in the Harris Associates
Value Portfolio and keep it for future reference. The Prospectus contains
information about the Harris Associates Value Portfolio, formerly the MAS Value
Portfolio, that a prospective investor should know before investing.

A Statement of Additional Information ("SAI") dated May __, 1997, is available
without charge upon request and may be obtained by calling the Life Company at
(800) 852-3152 or by writing to the Life Company's Annuity Service Center, P.O.
Box 29564, Raleigh, North Carolina 27626. Some of the discussions contained in
this Prospectus refer to the more detailed descriptions contained in the SAI,
which is incorporated by reference into this Prospectus and has been filed with
the Securities and Exchange Commission.

MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED BY, ANY
BANK OR OTHER DEPOSITORY INSTITUTION. SHARES ARE NOT INSURED BY THE FDIC, THE
FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY, AND ARE SUBJECT TO INVESTMENT RISK,
INCLUDING THE POSSIBLE LOSS OF THE PRINCIPAL AMOUNT INVESTED.

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

THE PURCHASER OF A VA CONTRACT SHOULD READ THIS PROSPECTUS IN CONJUNCTION WITH
THE PROSPECTUS FOR HIS OR HER VA CONTRACT.

PROSPECTUS DATED MAY __, 1997

TABLE OF CONTENTS

Page

FINANCIAL HIGHLIGHTS

INVESTMENT OBJECTIVE AND POLICIES
Harris Associates Value Portfolio

INVESTMENT TECHNIQUES

RISK FACTORS

RESTRICTIONS ON THE PORTFOLIO'S INVESTMENTS

MANAGEMENT OF THE TRUST
Investment Adviser
Expense Reimbursement
Organizational Expenses of the Trust
Sub-Adviser
Sub-Advisory Fees
Portfolio Transactions

SALES AND REDEMPTIONS

NET ASSET VALUE

PERFORMANCE INFORMATION

TAX STATUS, DIVIDENDS, AND DISTRIBUTIONS

ADDITIONAL INFORMATION

FINANCIAL HIGHLIGHTS

LPT Variable Insurance Series Trust
Harris Associates Value Portfolio
Financial Highlights
For the Period January 31, 1996 (Commencement of Operations)
to December 31, 1996
For a Share Outstanding Throughout the Period

[TO BE FILED BY AMENDMENT]

INVESTMENT OBJECTIVE AND POLICIES

Each Portfolio of the Trust has a different investment objective or objectives
which it pursues through separate investment policies. The investment objective
of the Harris Associates Value Portfolio is not fundamental and may be changed
without the approval of a majority of the outstanding shares of the Portfolio.
All other investment policies and limitations, unless otherwise specifically
stated, are non-fundamental and may be changed by the Trustees of the Trust
without a vote of the shareholders. There is no assurance that the Portfolio
will achieve its objective. A complete list of investment restrictions,
including those restrictions which cannot be changed without shareholder
approval, is contained in the SAI. United States Treasury Regulations applicable
to portfolios that serve as the funding vehicles for variable annuity and
variable life insurance contracts generally require that such portfolios invest
no more than 55% of the value of their assets in one investment, 70% in two
investments, 80% in three investments, and 90% in four investments. The
Portfolio intends to comply with the requirements of these Regulations.

In order to comply with regulations which may be issued by the U.S. Treasury,
the Trust may be required to limit the availability or change the investment
policies of one or more Portfolios or to take steps to liquidate one or more
Portfolios. The Trust will not change any fundamental investment policy of a
Portfolio without a vote of shareholders of that Portfolio.

Except as otherwise noted herein, if the securities rating of a debt security
held by the Portfolio declines below the minimum rating for securities in which
the Portfolio may invest, the Portfolio will not be required to dispose of the
security, but the Portfolio's Sub-Adviser will consider whether continued
investment in the security is consistent with the Portfolio's investment
objective.

In implementing its investment objective and policies, the Portfolio uses a
variety of instruments, strategies and techniques which are described in more
detail in the SAI. With respect to the Portfolio's investment policies, use of
the term "primarily" means that under normal circumstances, at least 65% of such
Portfolio's assets will be invested as indicated. A description of the ratings
systems used by the following nationally recognized statistical rating
organizations ("NRSROs") is contained in the SAI: Moody's Investors Service,
Inc. ("Moody's"), Standard & Poor's Corporation ("S&P"), Duff & Phelps, Inc.
("Duff"), Fitch Investors Service, Inc. ("Fitch"), Thomson Bankwatch, Inc., IBCA
Limited and IBCA Inc. New instruments, strategies and techniques, however, are
evolving continually and the Portfolio reserves authority to invest in or
implement them to the extent consistent with its investment objectives and
policies. If new instruments, strategies or techniques would involve a material
change to the information contained herein, they will not be purchased or
implemented until this Prospectus is appropriately supplemented.

Harris Associates Value Portfolio

Objective:

To seek long-term capital appreciation by investing primarily in equity
securities. Although income is considered in the selection of securities, the
Portfolio is not designed for investors whose primary investment objective is
income.

How the Portfolio Invests:

The Portfolio invests principally in securities of U.S. issuers. However, it may
invest up to 25% of its total assets (valued at the time of investment) in
securities of non-U.S. issuers, including foreign government obligations and
foreign equity and debt securities that are traded over-the-counter or on
foreign exchanges. There are no geographic limits on the Portfolio's foreign
investments, but the Portfolio does not expect to invest more than 5% of its
assets in securities of issuers based in emerging markets. See "Risk Factors
International Investing" below.

INVESTMENT TECHNIQUES

Equity Securities. The equity securities in which the Portfolio may invest
include common and preferred stocks and warrants or other similar rights and
convertible securities. The chief consideration in the selection of equity
securities for the Portfolio is the size of the discount of market price
relative to the economic value of the security as determined by the Sub-Adviser.
The Sub-Adviser's investment philosophy for those investments is predicated on
the belief that over time market price and value converge and that investment in
securities priced significantly below long-term value presents the best
opportunity to achieve long-term capital appreciation.

The Sub-Adviser uses several qualitative and quantitative methods in
analyzing economic value, but considers the primary determinant of value to be
the enterprise's long-run ability to generate cash for its owners. Once the
Sub-Adviser has determined that a security is undervalued, the Sub-Adviser will
consider it for purchase by the Portfolio, taking into account the quality and
motivation of the management, the firm's market position within its industry and
its degree of pricing power. The Sub-Adviser believes that the risks of equity
investing are often reduced if management's interests are strongly aligned with
the interests of its stockholders.

Debt Securities. The Portfolio may invest in debt securities of both
governmental and corporate issuers. The Portfolio may invest up to 25% of its
assets (valued at the time of investment), in debt securities that are rated
below investment grade, without a minimum rating requirement. Lower-grade debt
securities (commonly called "junk bonds") are obligations of issuers rated BB or
lower by S&P or Ba or lower by Moody's. Lower-grade debt securities are
considered speculative and may be in poor standing or actually in default.
Medium-grade debt securities are those rated BBB by S&P or Baa by Moody's.
Securities so rated are considered to have speculative characteristics. See
"Risk Factors." A description of the ratings used by S&P and Moody's is included
as an appendix to the SAI.

Short Sales against the Box. The Portfolio may sell short securities it
owns or has the right to acquire without further consideration, a technique
called selling short "against the box." Short sales against the box may protect
the Portfolio against the risk of losses in the value of its portfolio
securities because any unrealized losses with respect to such securities should
be wholly or partially offset by a corresponding gain in the short position.
However, any potential gains in such securities should be wholly or partially
offset by a corresponding loss in the short position. Short sales against the
box may be used to lock in a profit on a security when, for tax reasons or
otherwise, the Sub-Adviser does not want to sell the security. The Trust does
not currently expect that more than 20% of the Portfolio's total assets would be
involved in short sales against the box. For a more complete explanation, please
refer to the SAI.

Currency Exchange Transactions. The Portfolio may engage in currency
exchange transactions either on a spot (i.e., cash) basis at the spot rate for
purchasing or selling currency prevailing in the foreign exchange market or
through a forward currency exchange contract ("forward contract"). A forward
contract is an agreement to purchase or sell a specified currency at a specified
future date (or within a specified time period) and price set at the time of the
contract. Forward contracts are usually entered into with banks and
broker-dealers, are not exchange-traded and are usually for less than one year,
but may be renewed.

Forward currency transactions may involve currencies of the different
countries in which the Portfolio may invest, and serve as hedges against
possible variations in the exchange rate between these currencies. The
Portfolio's forward transactions are limited to transaction hedging and
portfolio hedging involving either specific transactions or actual or
anticipated portfolio positions. Transaction hedging is the purchase or sale of
a forward contract with respect to a specified receivable or payable of the
Portfolio accruing in connection with the purchase or sale of portfolio
securities. Portfolio hedging is the use of a forward contract with respect to
an actual or anticipated portfolio security position denominated or quoted in a
particular currency. The Portfolio may engage in portfolio hedging with respect
to the currency of a particular country in amounts approximating actual or
anticipated positions in securities denominated in such currency. When the
Portfolio owns or anticipates owning securities in countries whose currencies
are linked, the Sub-Adviser may aggregate such positions as to the currency
hedged. Although forward contracts may be used to protect the Portfolio from
adverse currency movements, the use of such hedges may reduce or eliminate the
potentially positive effect of currency revaluations on the Portfolio's total
return.

Other Investment Companies. Certain markets are closed in whole or in part
to equity investments by foreigners. The Portfolio may be able to invest in such
markets solely or primarily through governmentally authorized investment
vehicles or companies. The Portfolio generally may invest up to 10% of its
assets in the aggregate in shares of other investment companies and up to 5% of
its assets in any one investment company, as long as no investment represents
more than 3% of the outstanding voting stock of the acquired investment company
at the time of investment.

Investment in another investment company may involve the payment of a
premium above the value of such issuers' portfolio securities, and is subject to
market availability. The Portfolio does not intend to invest in such vehicles or
funds unless, in the judgment of the Sub-Adviser, the potential benefits of the
investment justify the payment of any applicable premium or sales charge. As a
shareholder in an investment company, the Portfolio would bear its ratable share
of that investment company's expenses, including its advisory and administration
fees. At the same time the Portfolio would continue to pay its own management
fees and other expenses.

When-Issued and Forward Commitment Securities. The Portfolio may purchase
securities on a "when-issued" basis and may purchase or sell securities on a
"forward commitment" basis in order to hedge against anticipated changes in
interest rates and prices. There is a risk that the securities may not be
delivered or that they may decline in value before the settlement date.

Private Placements. The Portfolio may acquire securities in private
placements. Because an active trading market may not exist for such securities,
the sale of such securities may be subject to delay and additional costs. The
Portfolio will not purchase such a security if more than 15% of the value of the
Portfolio's net assets would be invested in illiquid securities.

Options. The Portfolio may purchase both call options and put options on
securities. A call or put option is a contract that gives the Portfolio, in
return for a premium paid on purchase of the option, the right to buy from, or
to sell to, the seller of the option the security underlying the option at a
specified exercise price during the term of the option.

Cash Reserves. To meet liquidity needs or for temporary defensive purposes,
the Portfolio may hold cash in domestic and foreign currencies and may invest in
domestic and foreign money market securities.

RISK FACTORS

General. All investments, including those in mutual funds, have risks, and
no investment is suitable for all investors. The Portfolio is intended for
long-term investors.

Small Cap Companies. During some periods, the securities of small cap
companies, as a class, have performed better than the securities of large
companies, and in some periods they have performed worse. Stocks of small cap
companies tend to be more volatile and less liquid than stocks of large
companies. Small cap companies, as compared to larger companies, may have a
shorter history of operations, may not have as great an ability to raise
additional capital, may have a less diversified product line making them
susceptible to market pressure, and may have a smaller public market for their
shares.

International Investing. The Portfolio may invest up to 25% of its assets
in securities of non-U.S. issuers. International investing allows you to achieve
greater diversification and to take advantage of changes in foreign economies
and market conditions. Many foreign economies have, from time to time, grown
faster than the U.S. economy, and the returns on investments in these countries
have exceeded those of similar U.S. investments, although there can be no
assurance that these conditions will continue.

You should understand and consider carefully the greater risks involved in
investing internationally. Investing in securities of non-U.S. issuers,
positions in which are generally denominated in foreign currencies, and
utilization of forward foreign currency exchange contracts involve both
opportunities and risks not typically associated with investing in U.S.
securities. These include: fluctuations in exchange rates of foreign currencies;
possible imposition of exchange control regulation or currency restrictions that
would prevent cash from being brought back to the United States; less public
information with respect to issuers of securities; less governmental supervision
of stock exchanges, securities brokers and issuers of securities; different
accounting, auditing and financial reporting standards; different settlement
periods and trading practices; less liquidity and frequently greater price
volatility in foreign markets than in the United States; imposition of foreign
taxes; and sometimes less advantageous legal, operational and financial
protections applicable to foreign subcustodial arrangements.

Although the Portfolio tries to invest in companies and governments of
countries having stable political environments, there is the possibility of
restriction of foreign investment, expropriation of assets, or confiscatory
taxation, seizure or nationalization of foreign bank deposits or other assets,
establishment of exchange controls, the adoption of foreign government
restrictions, or other adverse political, social or diplomatic developments that
could affect investment in these nations. Economics in individual emerging
markets may differ favorably or unfavorably from the U.S. economy in such
respects as growth of gross domestic products, rates of inflation, currency
depreciation, capital reinvestment, resource self-sufficiency and balance of
payments positions. Many emerging market countries have experienced high rates
of inflation for many years, which has had and may continue to have very
negative effects on the economies and securities markets of those countries.

The securities markets of emerging countries are substantially smaller,
less developed, less liquid and more volatile than the securities markets of the
United States and other more developed countries. Disclosure and regulatory
standards in many respects are less stringent than in the U.S. and other major
markets. There also may be a lower level of monitoring and regulation of
emerging markets and the activities of investors in such markets, and
enforcement of existing regulations has been extremely limited.

The Portfolio may invest in American Depositary Receipts (ADRs), European
Depositary Receipts (EDRs) or Global Depositary Receipts (GDRs) that are not
sponsored by the issuer of the underlying security. To the extent it does so,
the Portfolio would probably bear its proportionate share of the expenses of the
depository and might have greater difficulty in receiving copies of the issuer's
shareholder communications than would be the case with a sponsored ADR, EDR or
GDR.
The cost of investing in securities of non-U.S. issuers is higher than the
cost of investing in U.S. securities.

Debt Securities. As noted above, the Portfolio may invest to a limited
extent in debt securities that are rated below investment grade or, if unrated,
are considered by the Portfolio's Sub-Adviser to be of comparable quality. A
decline in prevailing levels of interest rates generally increases the value of
debt securities in a Portfolio's portfolio, while an increase in rates usually
reduces the value of those securities. As a result, to the extent that the
Portfolio invests in debt securities, interest rate fluctuations will affect its
net asset value, but not the income it receives from its debt securities. In
addition, if the debt securities contain call, prepayment or redemption
provisions, during a period of declining interest rates, those securities are
likely to be redeemed, and the Portfolio would probably be unable to replace
them with securities having as great a yield.

Investment in medium- or lower-grade debt securities involves greater
investment risk, including the possibility of issuer default or bankruptcy. An
economic downturn could severely disrupt this market and adversely affect the
value of outstanding bonds and the ability of the issuers to repay principal and
interest. In addition, lower-quality bonds are less sensitive to interest rates
changes than higher-quality instruments and generally are more sensitive to
adverse economic changes or individual corporate developments. During a period
of adverse economic changes, including a period of rising interest rates,
issuers of such bonds may reexperience difficulty in servicing their principal
and interest payment obligations.

Furthermore, medium- and lower-grade debt securities tend to be less
marketable than higher-quality debt securities because the market for them is
less broad. The market for unrated debt securities is even narrower. During
periods of thin trading in these markets, the spread between bid and asked
prices is likely to increase significantly, and the Portfolio may have greater
difficulty selling its portfolio securities. The market value of these
securities and their liquidity may be affected by adverse publicity and investor
perceptions.

RESTRICTIONS ON THE PORTFOLIO'S INVESTMENTS

The Portfolio will not:

1. In regard to 75% of its assets, invest more than 5% of its assets
(valued at the time of investment) in securities of any one issuer, except in
U.S. government obligations;

2. Acquire securities of any one issuer which at the time of investment (a)
represent more than 10% of the voting securities of the issuer, or (b) have a
value greater than 10% of the value of the outstanding securities of the issuer;

3. Borrow money except from banks for temporary or emergency purposes in
amounts not exceeding 10% of the value of the Portfolio's assets at the time of
borrowing [the Portfolio will not purchase additional securities when its
borrowings, less receivables from portfolio securities sold, exceed 5% of its
total assets];

4. Issue any senior security except in connection with permitted
borrowings; or

5. Make loans, except that the Portfolio may invest in debt obligations and
repurchase agreements. [A repurchase agreement involves a sale of securities to
the Portfolio with the concurrent agreement of the seller (bank or securities
dealer) to repurchase the securities at the same price plus an amount equal to
an agreed-upon interest rate within a specified time. In the event of a
bankruptcy or other default of a seller of a repurchase agreement, the Portfolio
could experience both delays in liquidating the underlying securities and
losses. The Portfolio may not invest more than 15% of its net assets in
repurchase agreements maturing in more than seven days and other illiquid
securities.] The Portfolio may not lend its portfolio securities.

These restrictions, except for the bracketed portions, and certain other
restrictions described in the SAI are fundamental and may be changed only with
the approval of the holders of a majority of the shares of the Portfolio. The
other investment restrictions described here and in the SAI are not fundamental
policies meaning that the Board of Trustees may change them without shareholder
approval. If a percentage limitation on investment or utilization of assets as
set forth above is adhered to at the time an investment is made, a later change
in percentage resulting from changes in the value or total cost of the
Portfolio's assets will not be considered a violation of the restriction, and
the sale of securities will not be required.

MANAGEMENT OF THE TRUST

Investment Adviser

Under an Investment Advisory Agreement dated January 9, 1996, LPIMC Insurance
Marketing Services, 1755 Creekside Oaks Drive, Sacramento, CA 95833 (the
"Adviser"), manages the investment strategies and policies of the Portfolios and
the Trust, subject to the control of the Trustees.

The Adviser is a registered investment adviser organized under the laws of
California. The Adviser is a wholly-owned subsidiary of the Life Company.

Under the Investment Advisory Agreement, the Adviser is obligated to formulate a
continuing program for the investment of the assets of each Portfolio of the
Trust in a manner consistent with each Portfolio's investment objectives,
policies and restrictions and to determine from time to time securities to be
purchased, sold, retained or lent by the Trust and implement those decisions.
The Investment Advisory Agreement also provides that the Adviser shall manage
the Trust's business and affairs and shall provide such services required for
effective administration of the Trust as are now provided by employees or other
agents engaged by the Trust. The Investment Advisory Agreement further provides
that the Adviser shall furnish the Trust with office space and necessary
personnel, pay ordinary office expenses, pay all executive salaries of the Trust
and furnish, without expense to the Trust, the services of such members of its
organization as may be duly elected officers or Trustees of the Trust. The
Investment Advisory Agreement provides that the Adviser may retain sub-advisers,
at the Adviser's own cost and expense, for the purpose of managing the
investment of the assets of one or more Portfolios of the Trust.

As full compensation for its services under the Investment Advisory
Agreement with respect to the Harris Associates Value Portfolio, the Trust will
pay the Adviser a monthly fee at the following annual rates based on the average
daily net assets of the Portfolio.

<TABLE>
<CAPTION>
Portfolio Advisory Fee
- --------- ------------
<S> <C>
Harris Associates Value 1.00% of first $25 million of average daily
Portfolio net assets

.85% of next $75 million of average daily
net assets

.75% of average daily net assets over and
above $100 million
</TABLE>

Expense Reimbursement

The Life Company has voluntarily agreed through December 31, 1997 to reimburse
the Portfolio for certain expenses (excluding brokerage commissions) in excess
of 1.29%. The Life Company has reserved the right to withdraw or modify its
policy of expense reimbursement for the Portfolio.

Organizational Expenses of the Trust

The Life Company paid for all organizational expenses of the Trust including
contribution of the initial "seed money" to the Trust.

Sub-Adviser

The Adviser has engaged the Sub-Adviser for the Portfolio to make investment
decisions and place orders. In accordance with the Portfolio's investment
objective and policies and under the supervision of the Adviser and the Trust's
Board of Trustees, the Portfolio's Sub-Adviser is responsible for the day to day
investment management of the Portfolio, makes investment decisions for the
Portfolio and places orders on behalf of the Portfolio to effect the investment
decisions made as provided in a Sub-Advisory Agreement among the Sub-Adviser,
the Adviser and the Trust.

The Sub-Adviser for the Portfolio is Harris Associates L.P., a limited
partnership, managed by its general partner, Harris Associates, Inc., a
wholly-owned subsidiary of New England Investment Companies, L.P. ("NEIC"). NEIC
owns all of the limited partnership interests in the Sub-Adviser. NEIC is a
publicly traded limited partnership that owns investment management firms. A
majority of the limited partnership interests in NEIC is owned by Metropolitan
Life Insurance Company. The Sub-Adviser is located at 2 North LaSalle Street,
Chicago, IL 60602.

The investment professionals of the Sub-Adviser who are primarily responsible
for the day-to-day management of the Portfolio are Robert Sanborn and Floyd
Bellman. Mr. Sanborn, a portfolio manager of the Sub-Adviser, joined the
Sub-Adviser in August 1988 and has managed The Oakmark Fund of the Harris
Associates Investment Trust since its inception in 1991. Mr. Bellman, a
portfolio manager at the Sub-Adviser, joined the firm in 1995. Prior to joining
the Sub-Adviser, Mr. Bellman was a Vice President and Senior Portfolio Manager
at Harris Trust and Savings Bank.

Sub-Advisory Fees

Under the terms of the Sub-Advisory Agreement, the Adviser shall pay to the
Sub-Adviser, as full compensation for services rendered under the Sub-Advisory
Agreement with respect to the Portfolio, monthly fees at the following annual
rates based on the average daily net assets of the Portfolio.

<TABLE>
<CAPTION>
Portfolio Advisory Fee
- --------- ------------
<S> <C>
Harris Associates Value .75% of first $25 million of average daily
Portfolio net assets

.60% of next $75 million of average daily
net assets

.50% of average daily net assets over and
above $100 million
</TABLE>

Portfolio Transactions

The Sub-Advisory Agreement authorizes the Sub-Adviser to select the brokers or
dealers that will execute the purchases and sales of investment securities for
the Portfolio and directs the Sub-Adviser to use its best efforts to obtain the
best execution with respect to all transactions for the Portfolio. In doing so,
the Portfolio may pay higher commission rates than the lowest available when the
Sub-Adviser believes it is reasonable to do so in light of the value of the
research, statistical, and pricing services provided by the broker effecting the
transaction.

Some securities considered for investment by the Portfolio may also be
appropriate for other clients served by the Sub-Adviser. If a purchase or sale
of securities consistent with the investment policies of the Portfolio and one
or more of these other clients served by the Sub-Adviser is considered at or
about the same time, transactions in such securities will be allocated among the
Portfolio and clients in a manner deemed fair and reasonable by the Sub-Adviser.
Although there is no specified formula for allocating such transactions, the
various allocation methods used by the Sub-Adviser, and the results of such
allocations, are subject to periodic review by the Trust's Trustees.

SALES AND REDEMPTIONS

The Trust sells shares only to the separate accounts of the Life Company as a
funding vehicle for the VA Contracts offered by the Life Company. No fee is
charged upon the sale or redemption of the Trust's shares. Expenses of the Trust
will be passed through to the separate accounts of the Life Company, and
therefore, will be ultimately borne by VA Contract owners. In addition, other
fees and expenses will be assessed by the Life Company at the separate account
level. (See the Prospectus for the VA Contract for a description of all fees and
charges relating to the VA Contract.)

The separate account of the Life Company places orders to purchase and redeem
shares of each Portfolio based on, among other things, the amount of
contributions to be invested and surrender and transfer requests to be effected
on that day pursuant to the VA Contracts issued by the Life Company. Orders
received by the Trust are effected on days on which the New York Stock Exchange
is open for trading, at the net asset value per share next determined after
receipt of the order. For orders received before 4:00 p.m. New York time, such
purchases and redemptions of shares of each Portfolio are effected at the
respective net asset values per share determined as of 4:00 p.m. New York time
on that day. See "Net Asset Value", below and "Determination of Net Asset Value"
in the Trust's SAI. Payment for redemptions will be made within seven days after
receipt of a redemption request in good order. No fee is charged the separate
account of the Life Company when it redeems Portfolio shares. The Trust may
suspend the sale of shares at any time and may refuse any order to purchase
shares.

The Trust may suspend the right of redemption of shares of any Portfolio and may
postpone payment for any period: (i) during which the New York Stock Exchange is
closed other than for customary weekend and holiday closings or during which
trading on the New York Stock Exchange is restricted; (ii) when the Securities
and Exchange Commission determines that a state of emergency exists which makes
the sale of portfolio securities or the determination of net asset value not
reasonably practicable; (iii) as the Securities and Exchange Commission may by
order permit for the protection of the security holders of the Trust; or (iv) at
any time when the Trust may, under applicable laws and regulations, suspend
payment on the redemption of its shares.

NET ASSET VALUE

Each Portfolio calculates the net asset value of its shares by dividing the
total value of its assets (the securities held by the Portfolio, plus any cash
or other assets, including interest and dividends accrued but not yet received),
less its total liabilities, by the total number of shares outstanding. Shares
are valued as of the close of trading on the New York Stock Exchange (usually
considered 4:00 p.m. Eastern Time) each day the New York Stock Exchange is open
("Business Days"). Portfolio securities for which market quotations are readily
available are stated at market value. Short-term investments that will mature in
60 days or less are valued using amortized cost, which the Trust's Board of
Trustees has determined approximates market value. Amortized cost valuation
means that a debt security with a maturity at purchase of 60 days or less is
valued at its acquisition cost and a debt security originally purchased with a
maturity in excess of 60 days, which currently has a maturity of 60 days or
less, is valued at the market or fair value of the security on the 61st day
prior to maturity (each as adjusted for amortization of premium or discount)
rather than at current market value. All other securities and assets are valued
at their fair value following procedures approved by the Trust's Board of
Trustees. See "Determination of Net Asset Value" in the SAI for a description of
the special valuation procedures for options and futures contracts.

Certain Portfolios are expected to invest in foreign securities listed on
foreign stock exchanges or debt securities of the United States and foreign
governments and corporations. Some of these securities trade on days other than
Business Days, as defined above. Foreign securities quoted in foreign currencies
are translated into United States dollars at the exchange rates at 1:00 p.m.
Eastern Time or at such other rates as a Sub-Adviser may determine to be
appropriate in computing net asset value. As a result, fluctuations in the value
of such currencies in relation to the United States dollar will affect the net
asset value of a Portfolio's shares even though there has not been any change in
the market values of such securities.

Because of time zone differences, foreign exchanges and securities markets will
usually be closed prior to the time of the closing of the New York Stock
Exchange and values of foreign options and foreign securities will be determined
as of the earlier closing of such exchanges and securities markets. However,
events affecting the values of such foreign securities may occasionally occur
between the earlier closing of such exchanges and securities markets and the
closing of the New York Stock Exchange which will not be reflected in the
computation of the net asset value of the Portfolios. If an event materially
affecting the value of such foreign securities occurs during such period of
which a Sub-Adviser becomes aware, then such securities will be valued at fair
value as determined in good faith, or in accordance with procedures adopted, by
the Trust's Board of Trustees.

PERFORMANCE INFORMATION

Performance information for each of the Portfolios may also be presented from
time to time in advertisements and sales literature. The Portfolios may
advertise several types of performance information. These are the "yield,"
"average annual total return" and "aggregate total return". Each of these
figures is based upon historical results and is not necessarily representative
of the future performance of any Portfolio.

The yield of a Portfolio's shares is determined by annualizing net investment
income earned per share for a stated period (normally one month or thirty days)
and dividing the result by the net asset value per share at the end of the
valuation period. The average annual total return and aggregate total return
figures measure both the net investment income generated by, and the effect of
any realized or unrealized appreciation or depreciation of the underlying
investments in, the Portfolio's portfolio for the period in question, assuming
the reinvestment of all dividends. Thus, these figures reflect the change in the
value of an investment in a Portfolio's shares during a specified period.
Average annual total return will be quoted for at least the one, five and ten
year periods ending on a recent calendar quarter (or if such periods have not
yet elapsed, at the end of a shorter period corresponding to the life of the
Portfolio). Average annual total return figures are annualized and, therefore,
represent the average annual percentage change over the period in question.
Total return figures are not annualized and represent the aggregate percentage
or dollar value change over the period in question. For more information
regarding the computation of yield, average annual total return and aggregate
total return, see "Performance Information" in the SAI.

Any Portfolio performance information presented will also include performance
information for the Life Company separate accounts investing in the Trust which
will take into account insurance-related charges and expenses under such
insurance policies and contracts.

Advertisements concerning the Trust may from time to time compare the
performance of one or more Portfolios to various indices. Advertisements may
also contain the performance rankings assigned certain Portfolios or their
Sub-Advisers by various publications and statistical services, including, for
example, SEI, Lipper Analytical Services Mutual Funds Survey, Lipper Variable
Insurance Products Performance Analysis Service, Morningstar, Intersec Research
Survey of Non-U.S. Equity Fund Returns, Frank Russell International Universe,
and Financial Services Week. Any such comparisons or rankings are based on past
performance and the statistical computation performed by publications and
services, and are not necessarily indications of future performance. Because the
Portfolios are managed investment vehicles investing in a wide variety of
securities, the securities owned by a Portfolio will not match those making up
an index.

Performance of the Portfolio

The following table shows the average annualized total returns for the fiscal
period ended December 31, 1996, of an investment since inception in the Harris
Associates Value Portfolio, formerly MAS Value Portfolio, as well as a
comparison with the Standard & Poor's 500 Composite Stock Price Index, an
unmanaged index generally considered to be representative of the stock market.

<TABLE>
<CAPTION>
<S> <C> <C>
Since Inception
Fund Inception Date
- ---- --------- ---------
Harris Associates Value,
formerly MAS Value ____% ______

Standard & Poor's 500 Stock Index ____% ______
</TABLE>

Comparable Public Fund Performance

The Harris Associates Value Portfolio has the same investment objective and
follows substantially the same investment strategies as The Oakmark Fund of the
Harris Associates Investment Trust, a mutual fund whose shares are sold to the
public, the investment adviser of which is the Sub-Adviser.

Set forth below is the historical performance of The Oakmark Fund. Investors
should not consider this performance data as an indication of the future
performance of the Harris Associates Value Portfolio. The performance figures
shown below reflect the deduction of the historical fees and expenses paid by
The Oakmark Fund, and not those to be paid by the Portfolio. The figures also do
not reflect the deduction of any insurance fees or charges which are imposed by
the Life Company in connection with its sale of VA Contracts. Investors should
refer to the separate account prospectus describing the VA Contracts for
information pertaining to these insurance fees and charges. The insurance
separate account fees will have a detrimental effect on the performance of the
Portfolio. The results shown reflect the reinvestment of dividends and
distributions, and were calculated in the same manner that will be used by the
Harris Associates Value Portfolio to calculate its own performance.

The following table shows the average annualized total returns for the fiscal
year ended December 31, 1996, of a 1-year and 5-year investment and of an
investment since inception in The Oakmark Fund, as well as a comparison with the
Standard & Poor's 500 Composite Stock Price Index, an unmanaged index generally
considered to be representative of the stock market.

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Since Inception
Fund 1 Year 5 Years Inception Date
- ---- ------ ------- --------- ----

The Oakmark Fund of the Harris
Associates Investment Trust ____% ____% ____% ______

Standard & Poor's 500 Stock Index ____% ____% ____% ______
</TABLE>

TAX STATUS, DIVIDENDS, AND DISTRIBUTIONS

Each Portfolio of the Trust intends to qualify and elect to be treated as a
regulated investment company that is taxed under the rules of Subchapter M of
the Internal Revenue Code. As such an electing regulated investment company, a
Portfolio will not be subject to federal income tax on its net ordinary income
and net realized capital gains to the extent that at least 90% of such income
and gains are distributed to the separate account of the Life Company which hold
its shares. For further information concerning federal income tax consequences
for the holders of the VA Contracts of the Life Company, investors should
consult the prospectus used in connection with the issuance of their VA
Contracts.

Each of the Portfolios will declare and distribute dividends from net ordinary
income at least annually and will distribute its net realized capital gains, if
any, at least annually. Distributions of ordinary income and capital gains will
be made in shares of such Portfolios unless an election is made on behalf of a
separate account to receive distributions in cash. The Life Company will be
informed at least annually about the amount and character of distributions from
the Trust for federal income tax purposes.

ADDITIONAL INFORMATION

The Trust was established as a Massachusetts business trust under the laws of
Massachusetts by a Declaration of Trust dated January 23, 1995, as amended (the
"Declaration of Trust"). Under Massachusetts law, shareholders of such a trust
may, under certain circumstances, be held personally liable as partners for the
obligations of the trust. The Declaration of Trust contains an express
disclaimer of shareholder liability in connection with Trust property or the
acts, obligations, or affairs of the Trust. The Declaration of Trust also
provides for indemnification out of a Portfolio's property of any shareholder of
that Portfolio held personally liable for the claims and liabilities to which a
shareholder may become subject by reason of being or having been a shareholder.
Thus, the risk of a shareholder incurring financial loss on account of
shareholder liability is limited to circumstances in which the Portfolio itself
would be unable to meet its obligations. A copy of the Declaration of Trust is
on file with the Secretary of State of The Commonwealth of Massachusetts.

The Trust has an unlimited authorized number of shares of beneficial interest.
Shares of the Trust are entitled to one vote per share (with proportional voting
for fractional shares) and are freely transferable, and, in liquidation of a
Portfolio, shareholders of the Portfolio are entitled to receive pro rata the
net assets of the Portfolio. Although no Portfolio is required to hold annual
meetings of its shareholders, shareholders have the right to call a meeting to
elect or remove Trustees or to take other actions as provided in the Declaration
of Trust. Shareholders have no preemptive rights. The Trust is authorized to
subdivide each series (Portfolio) into two or more classes. Currently, shares of
the Portfolios are divided into Class A and Class B. Each class of shares of a
Portfolio is entitled to the same rights and privileges as all other classes of
the Portfolio, provided however, that each class bears the expenses related to
its distribution arrangements, as well as any other expenses attributable to the
class and unrelated to managing the Portfolio's portfolio securities. Any matter
that affects only the holders of a particular class of shares may be voted on
only by such shareholders. Through this Prospectus, the Trust offers Class A
shares in the Portfolio. To date, the Trust has never offered its Class B shares
for sale.

The Trust's custodian is State Street Bank and Trust Company, 225 Franklin
Street, Boston, Massachusetts 02110.

ROBERTSON STEPHENS SMALLER COMPANIES PORTFOLIO
LPT VARIABLE INSURANCE SERIES TRUST
1755 Creekside Oaks Drive
Sacramento, California 95833

Class A Shares

LPT Variable Insurance Series Trust (the "Trust") is an open-end, series
management investment company which currently offers shares of beneficial
interest of eight series (the "Portfolios"), each of which has a different
investment objective and represents the entire interest in a separate portfolio
of investments. THIS PROSPECTUS CONTAINS INFORMATION PERTAINING TO THE ROBERTSON
STEPHENS SMALLER COMPANIES PORTFOLIO ONLY, formerly the Berkeley Smaller
Companies Portfolio. This Portfolio is currently available to the public only
through variable annuity contracts ("VA Contracts") issued by London Pacific
Life and Annuity Company ("Life Company").

Please read this Prospectus carefully before investing in the Robertson Stephens
Smaller Companies Portfolio and keep it for future reference. The Prospectus
contains information about the Robertson Stephens Smaller Companies Portfolio
that a prospective investor should know before investing.

A Statement of Additional Information ("SAI") dated May __, 1997 is available
without charge upon request and may be obtained by calling the Life Company at
(800) 852-3152 or by writing to the Life Company's Annuity Service Center, P.O.
Box 29564, Raleigh, North Carolina 27626. Some of the discussions contained in
this Prospectus refer to the more detailed descriptions contained in the SAI,
which is incorporated by reference into this Prospectus and has been filed with
the Securities and Exchange Commission.

THE PURCHASER OF A VA CONTRACT SHOULD READ THIS PROSPECTUS IN CONJUNCTION WITH
THE PROSPECTUS FOR HIS OR HER VA CONTRACT.

PROSPECTUS DATED MAY __, 1997

TABLE OF CONTENTS

Page

FINANCIAL HIGHLIGHTS

INVESTMENT OBJECTIVE, POLICIES AND RISK CONSIDERATIONS
Investment Objectives and Policies
Other Investment Practices and Risk Considerations

MANAGEMENT OF THE TRUST
Investment Adviser
Expense Reimbursement
Organizational Expenses of the Trust
Sub-Adviser
Sub-Advisory Fees
Allocation of Portfolio Transactions

SALES AND REDEMPTIONS

NET ASSET VALUE

PERFORMANCE INFORMATION
Performance of the Portfolio

TAX STATUS, DIVIDENDS, AND DISTRIBUTIONS

ADDITIONAL INFORMATION

FINANCIAL HIGHLIGHTS

[TO BE FILED BY AMENDMENT]

INVESTMENT OBJECTIVE, POLICIES AND RISK CONSIDERATIONS

Each Portfolio of the Trust has a different investment objective or objectives
which it pursues through separate investment policies. The investment objective
of the Robertson Stephens Smaller Companies Portfolio is not fundamental and may
be changed without the approval of a majority of the outstanding shares of the
Portfolio. All other investment policies and limitations, unless otherwise
specifically stated, are non-fundamental and may be changed by the Trustees of
the Trust without a vote of the shareholders. There is no assurance that the
Portfolio will achieve its objective. A complete list of investment
restrictions, including those restrictions which cannot be changed without
shareholder approval, is contained in the SAI. United States Treasury
Regulations applicable to portfolios that serve as the funding vehicles for
variable annuity and variable life insurance contracts generally require that
such portfolios invest no more than 55% of the value of their assets in one
investment, 70% in two investments, 80% in three investments, and 90% in four
investments. The Portfolio intends to comply with the requirements of these
Regulations.

In implementing its investment objective and policies, the Portfolio uses a
variety of instruments, strategies and techniques which are described in more
detail in the SAI. With respect to the Portfolio's investment policies, use of
the term "primarily" means that under normal circumstances, at least 65% of such
Portfolio's assets will be invested as indicated. A description of the ratings
systems used by the following nationally recognized statistical rating
organizations ("NRSROs") is contained in the SAI: Moody's Investors Service,
Inc. ("Moody's") and Standard & Poor's Corporation ("S&P"). New instruments,
strategies and techniques, however, are evolving continually and the Portfolio
reserves authority to invest in or implement them to the extent consistent with
its investment objectives and policies. If new instruments, strategies or
techniques would involve a material change to the information contained herein,
they will not be purchased or implemented until this Prospectus is appropriately
supplemented.

Investment Objectives and Policies

The Robertson Stephens Smaller Companies Portfolio's investment objective is to
seek long-term capital growth. In selecting investments for the Portfolio, the
Sub-Adviser focuses on small- and mid-cap companies, to create a portfolio of
investments broadly diversified over industry sectors and companies.

The Portfolio will invest primarily in common and preferred stocks and warrants.
Although the Portfolio intends to focus on companies with market capitalizations
of up to $3 billion, the Portfolio will remain flexible and may invest in
securities of larger companies. The Portfolio may also purchase debt securities
which the Sub-Adviser believes are consistent with the Portfolio's investment
objective, and may engage in short sales of securities it expects to decline in
price.

Small- and mid-cap companies may present greater opportunities for investment
return than do larger companies, but also involve greater risks. They may have
limited product lines, markets, or financial resources, or may depend on a
limited management group. Their securities may trade less frequently and in
limited volume. As a result, the prices of these securities may fluctuate more
than prices of securities of larger, widely traded companies. See "Investments
in Smaller Companies," below.

The Portfolio's investment strategies and portfolio investments will differ from
those of most other mutual funds. The Sub-Adviser seeks aggressively to identify
favorable securities, economic and market sectors, and investment opportunities
that other investors and investment advisers may not have identified. The
Sub-Adviser may devote more of the Portfolio's assets to pursuing an investment
opportunity than many other mutual funds might; it may buy or sell an investment
at times different from when most other mutual funds might do so; and it may
select investments for the Portfolio that would be inappropriate for less
aggressive mutual funds. In addition, unlike most other mutual funds, the
Portfolio may engage in short sales of securities which involve special risks.

The Portfolio does not invest for current income. The Portfolio may hold a
portion of its assets in cash or money market investments.

All percentage limitations on investments will apply at the time of investment
and will not be considered violated unless an excess or deficiency occurs or
exists immediately after and as a result of the investment.

For a description of certain risks associated with the Portfolio's investment
practices, see "Other Investment Practices and Risk Considerations," below.

Other Investment Practices and Risk Considerations

The Portfolio may also engage in the following investment practices, each of
which involves certain special risks. The SAI contains more detailed information
about these practices (some of which, including, for example, options and
futures contracts, and certain debt securities, may be considered "derivative"
investments), including limitations designed to reduce these risks.

Investments in Smaller Companies. The Portfolio may invest a substantial portion
of its assets in securities issued by small companies. Such companies may offer
greater opportunities for capital appreciation than larger companies, but
investments in such companies may involve certain special risks. Such companies
may have limited product lines, markets, or financial resources and may be
dependent on a limited management group. While the markets in securities of such
companies have grown rapidly in recent years, such securities may trade less
frequently and in smaller volume than more widely held securities. The values of
these securities may fluctuate more sharply than those of other securities, and
the Portfolio may experience some difficulty in establishing or closing out
positions in these securities at prevailing market prices. There may be less
publicly available information about the issuers of these securities or less
market interest in such securities than in the case of larger companies, and it
may take a longer period of time for the prices of such securities to reflect
the full value of their issuers' underlying earnings potential or assets.

Some securities of smaller issuers may be restricted as to resale or may
otherwise be highly illiquid. The ability of the Portfolio to dispose of such
securities may be greatly limited, and the Portfolio may have to continue to
hold such securities during periods when the Sub-Adviser would otherwise have
sold the security. It is possible that the Sub-Adviser or its affiliates or
clients may hold securities issued by the same issuers, and may in some cases
have acquired the securities at different times, on more favorable terms, or at
more favorable prices, than the Portfolio.

Short Sales. When the Sub-Adviser anticipates that the price of a security will
decline, it may sell the security short and borrow the same security from a
broker or other institution to complete the sale. The Portfolio may make a
profit or incur a loss depending upon whether the market price of the security
decreases or increases between the date of the short sale and the date on which
the Portfolio must replace the borrowed security. An increase in the value of a
security sold short by the Portfolio over the price at which it was sold short
will result in a loss to the Portfolio, and there can be no assurance that the
Portfolio will be able to close out the position at any particular time or at an
acceptable price. All short sales must be fully collateralized.

Foreign Securities. The Portfolio may invest in securities principally traded in
foreign markets. Because foreign securities are normally denominated and traded
in foreign currencies, the value of the Portfolio's assets may be affected
favorably or unfavorably by currency exchange rates and exchange control
regulations. There may be less information publicly available about a foreign
company than about a U.S. company, and foreign companies are not generally
subject to accounting, auditing, and financial reporting standards and practices
comparable to those in the United States. The securities of some foreign
companies are less liquid and at times more volatile than securities of
comparable U.S. companies. Foreign brokerage commissions and other fees are also
generally higher than in the United States. Foreign settlement procedures and
trade regulations may involve certain risks (such as delay in payment or
delivery of securities or in the recovery of the Portfolio's assets held abroad)
and expenses not present in the settlement of domestic investments.

In addition, there may be a possibility of nationalization or expropriation of
assets, imposition of currency exchange controls, confiscatory taxation,
political or financial instability, and diplomatic developments that could
affect the value of the Portfolio's investments in certain foreign countries.
Legal remedies available to investors in certain foreign countries may be more
limited than those available with respect to investments in the United States or
in other foreign countries. In the case of securities issued by a foreign
governmental entity, the issuer may in certain circumstances be unable or
unwilling to meet its obligations on the securities in accordance with their
terms, and the Portfolio may have limited recourse available to it in the event
of default. The laws of some foreign countries may limit the Portfolio's ability
to invest in securities of certain issuers located in those foreign countries.
Special tax considerations apply to foreign securities. The Portfolio may buy or
sell foreign currencies and options and futures contracts on foreign currencies
for hedging purposes in connection with its foreign investments. Except as
otherwise provided in this Prospectus, there is no limit on the amount of the
Portfolio's assets that may be invested in foreign securities.

The Portfolio may invest in securities of issuers in developing countries. The
Portfolio may at times invest a substantial portion of its assets in such
securities. Investments in developing countries are subject to the same risks
applicable to foreign investments generally, although those risks may be
increased due to conditions in such countries. For example, the securities
markets and legal systems in developing countries may only be in a developmental
stage and may provide few, or none, of the advantages or protections of markets
or legal systems available in more developed countries. Although many of the
securities in which the Portfolio may invest are traded on securities exchanges,
these securities may trade in limited volume, and the exchanges may not provide
all of the conveniences or protections provided by securities exchanges in more
developed markets. The Portfolio may also invest a substantial portion of its
assets in securities traded in the over-the-counter markets in such countries
and not on any exchange, which may affect the liquidity of the investment and
expose the Portfolio to the credit risk of its counterparties in trading those
investments.

Debt Securities. The Portfolio may invest in debt securities from time to time,
if the Sub-Adviser believes investing in such securities might help achieve the
Portfolio's objective. The Portfolio may invest in debt securities to the extent
consistent with its investment policies, although the Sub-Adviser expects that
under normal circumstances the Portfolio would not likely invest a substantial
portion of its assets in debt securities.

The Portfolio may invest in lower-quality, high-yielding debt securities.
Lower-rated debt securities (commonly called "junk bonds") are considered to be
of poor standing and predominantly speculative. Securities in the lowest rating
categories may have extremely poor prospects of attaining any real investment
standing, and some of those securities in which the Portfolio may invest may be
in default. The rating services' descriptions of securities in the lower rating
categories, including their speculative characteristics, are set forth in the
SAI.

Like those of other fixed-income securities, the values of lower-rated
securities fluctuate in response to changes in interest rates. In addition, the
lower ratings of such securities reflect a greater possibility that adverse
changes in the financial condition of the issuer, or in general economic
conditions, or both, or an unanticipated rise in interest rates, may impair the
ability of the issuer to make payments of interest and principal. Changes by
recognized rating services in their ratings of any fixed-income security and in
the ability or perceived inability of an issuer to make payments of interest and
principal may also affect the value of these investments. See the SAI.

The Portfolio may at times invest in so-called "zero-coupon" bonds and
"payment-in-kind" bonds. Zero-coupon bonds are issued at a significant discount
from face value and pay interest only at maturity rather than at intervals
during the life of the security. Payment-in-kind bonds allow the issuer, at its
option, to make current interest payments on the bonds either in cash or in
additional bonds. The values of zero-coupon bonds and payment-in-kind bonds are
subject to greater fluctuation in response to changes in market interest rates
than bonds which pay interest currently, and may involve greater credit risk
than such bonds.

The Portfolio will not necessarily dispose of a security when its debt rating is
reduced below its rating at the time of purchase, although the Sub-Adviser will
monitor the investment to determine whether continued investment in the security
will assist in meeting the Portfolio's investment objective. If a security's
ratings is reduced below investment grade, an investment in that security may
entail the risks of lower-rated securities described below.

Options and Futures. The Portfolio may buy and sell call and put options to
hedge against changes in net asset value or to attempt to realize a greater
current return. In addition, through the purchase and sale of futures contracts
and related options, the Portfolio may at times seek to hedge against
fluctuations in net asset value and to attempt to increase its investment
return.

The Portfolio's ability to engage in options and futures strategies will depend
on the availability of liquid markets in such instruments. It is impossible to
predict the amount of trading interest that may exist in various types of
options or futures contracts. Therefore, there is no assurance that the
Portfolio will be able to utilize these instruments effectively for the purposes
stated above. Options and futures transactions involve certain risks which are
described below and in the SAI.

Transactions in options and futures contracts involve brokerage costs and may
require the Portfolio to segregate assets to cover its outstanding positions.
For more information, see the SAI.

Index Futures and Options. The Portfolio may buy and sell index futures
contracts ("index futures") and options on index futures and on indices (or may
purchase investments whose values are based on the value from time to time of
one or more securities indices) for hedging purposes. An index future is a
contract to buy or sell units of a particular bond or stock index at an agreed
price on a specified future date. Depending on the change in value of the index
between the time when the Portfolio enters into and terminates an index futures
or option transaction, the Portfolio realizes a gain or loss. The Portfolio may
also buy and sell index futures and options to increase its investment return.

Risks Related to Options and Futures Strategies. Options and futures
transactions involve costs and may result in losses. Certain risks arise because
of the possibility of imperfect correlations between movements in the prices of
futures and options and movements in the prices of the underlying security or
index or of the securities held by the Portfolio that are the subject of a
hedge. The successful use by the Portfolio of the strategies described above
further depends on the ability of the Sub-Adviser to forecast market movements
correctly. Other risks arise from the Portfolio's potential inability to close
out futures or options positions. Although the Portfolio will enter into options
or futures transactions only if the Sub-Adviser believes that a liquid secondary
market exists for such option or futures contract, there can be no assurance
that the Portfolio will be able to effect closing transactions at any particular
time or at an acceptable price. Certain provisions of the Internal Revenue Code
may limit the Portfolio's ability to engage in options and futures transactions.

The Portfolio expects that its options and futures transactions generally will
be conducted on recognized exchanges. The Portfolio may in certain instances
purchase and sell options in the over-the-counter markets. The Portfolio's
ability to terminate options in the over-the-counter markets may be more limited
than for exchange-traded options, and such transactions also involve the risk
that securities dealers participating in such transactions would be unable to
meet their obligations to the Portfolio. The Portfolio will, however, engage in
over-the-counter transactions only when appropriate exchange-traded transactions
are unavailable and when, in the opinion of the Sub-Adviser, the pricing
mechanism and liquidity of the over-the-counter markets are satisfactory and the
participants are responsible parties likely to meet their obligations.

The Portfolio will not purchase futures or options on futures or sell futures
if, as a result, the sum of the initial margin deposits on the Portfolio's
existing futures positions and premiums paid for outstanding options on futures
contracts would exceed 5% of the Portfolio's assets. (For options that are
"in-the-money" at the time of purchase, the amount by which the option is
"in-the-money" is excluded from this calculation.)

Securities Loans and Repurchase Agreements. The Portfolio may lend portfolio
securities to broker-dealers and may enter into repurchase agreements. These
transactions must be fully collateralized at all times, but involve some risk to
the Portfolio if the other party should default on its obligations and the
Portfolio is delayed or prevented from recovering the collateral.

Defensive Strategies. At times, the Sub-Adviser may judge that market conditions
make pursuing the Portfolio's basic investment strategy inconsistent with the
best interests of its shareholders. At such times, the Sub-Adviser may
temporarily use alternative strategies, primarily designed to reduce
fluctuations in the values of the Portfolio's assets. In implementing these
"defensive" strategies, the Portfolio may invest in U.S. Government securities,
other high-quality debt instruments, and other securities the Sub-Adviser
believes to be consistent with the Portfolio's best interests.

See the SAI for the full text of these restrictions and the Portfolio's other
investment policies. Except for those investment restrictions designated as
fundamental in the SAI, the investment policies described in this Prospectus and
in the SAI are not fundamental policies. The Trust's Board of Trustees may
change a non-fundamental investment policy without shareholder approval.

MANAGEMENT OF THE TRUST

Investment Adviser

The Adviser is a registered investment adviser organized under the laws of
California. The Adviser is a wholly-owned subsidiary of the Life Company.

As full compensation for its services under the Investment Advisory Agreement
with respect to the Robertson Stephens Smaller Companies Portfolio, the Trust
will pay the Adviser a monthly fee at the following annual rates based on the
average daily net assets of the Portfolio.

<TABLE>
<CAPTION>
Portfolio Advisory Fee
- --------- ------------
<S> <C>
Robertson Stephens Smaller
Companies Portfolio .95% of first $10 million of average
daily net assets

.90% of the next $25 million of average
daily net assets

.85% of the next $165 million of average
daily net assets

.80% of average daily net assets over
and above $200 million
</TABLE>

Expense Reimbursement

The Life Company has voluntarily agreed through December 31, 1997 to reimburse
the Portfolio for certain expenses (excluding brokerage commissions) in excess
of ____%. The Life Company has reserved the right to withdraw or modify its
policy of expense reimbursement for the Portfolio.

Organizational Expenses of the Trust

The Life Company paid for all organizational expenses of the Trust including
contribution of the initial "seed money" to the Trust.

Sub-Adviser

The Sub-Adviser for the Portfolio is Robertson, Stephens & Company
Investment Management, L.P., 555 California Street, San Francisco, CA 94104.
Robertson, Stephens & Company Investment Management, L.P., a California limited
partnership, was formed in 1993 and is registered as an investment adviser with
the Securities and Exchange Commission. The general partner of Robertson,
Stephens & Company Investment Management, L.P. is Robertson, Stephens & Company,
Inc. The Sub-Adviser and its affiliates have in excess of $3.4 billion under
management in public and private investment funds. Robertson, Stephens & Company
LLC, its general partner, Robertson, Stephens & Company, Inc., and Sanford R.
Robertson may be deemed to be control persons of the Sub-Adviser.

The portfolio manager for the Portfolio is John L. Wallace who has been a
portfolio manager with the Sub-Adviser since July 1995. He holds a B.A. from the
University of Idaho and an M.B.A. from Pace University.

Prior to joining the Sub-Adviser, Mr. Wallace was Vice President of Oppenheimer
Funds, Inc., where he was portfolio manager of the Oppenheimer Main Street
Income and Growth Fund from 1991 through June 1995 and of the Oppenheimer Total
Return Fund from 1990 through June 1995.

Sub-Advisory Fees

<TABLE>
<CAPTION>
Portfolio Sub-Advisory Fee
- -------- ----------------
<S> <C>
Robertson Stephens Smaller
Companies Portfolio .70% of first $10 million of average
daily net assets

.65% of the next $25 million of average
daily net assets

.60% of the next $165 million of average
daily net assets

.55% of average daily net assets over
and above $200 million
</TABLE>

Allocation of Portfolio Transactions

Neither the Adviser nor the Sub-Adviser has any agreement or commitment to place
orders with any particular securities dealer or dealers with respect to the
Portfolio. In placing orders for the Portfolio's investment transactions, the
Sub-Adviser seeks the best net results, analyzing such factors as price, size of
order, difficulty of execution and the operational capabilities of the firm
involved. Prior to making an investment, the Sub-Adviser performs considerable
research on the specified company and country. In underwritten offerings,
securities are usually purchased at a fixed price which includes an amount of
compensation to the underwriter. On occasion, securities may be purchased
directly from an issuer, in which case there are no commissions or discounts.
Dealers may receive commissions on futures, currency and options transactions.
Commissions on trades made through foreign securities exchanges or OTC markets
typically are fixed and generally are higher than those made through United
States securities exchanges or OTC markets.

Consistent with its obligation to obtain the best net results, the Sub-Adviser
may consider research and brokerage services provided by the securities
broker-dealer as a factor in considering through whom portfolio transactions
will be effected. The Portfolio may pay to those securities broker-dealers who
provide brokerage and research services to the Sub-Adviser a higher commission
than that charged by other securities broker-dealers if the Sub-Adviser
determines in good faith that the amount of the commission is reasonable in
relation to the value of those services in terms either of the particular
transaction, or in terms of the overall responsibility of the Sub-Adviser to the
Portfolio and to any other accounts over which the Sub-Adviser exercises
investment discretion.

Portfolio Turnover. The length of time the Portfolio has held a particular
security is not generally a consideration in investment decisions. The
investment policies of the Portfolio may lead to frequent changes in the
Portfolio's investments, particularly in periods of volatile market movements. A
change in the securities held by the Portfolio is known as "portfolio turnover."
Portfolio turnover generally involves some expense to the Portfolio, including
brokerage commissions or dealer mark-ups and other transaction costs on the sale
of securities and reinvestment in other securities. Such sales may result in
realization of taxable capital gains. Annual portfolio turnover is expected to
be less than 200% for the Portfolio.

SALES AND REDEMPTIONS

NET ASSET VALUE

This Portfolio may invest in foreign securities listed on foreign stock
exchanges or debt securities of the United States and foreign governments and
corporations. Some of these securities trade on days other than Business Days,
as defined above. Foreign securities quoted in foreign currencies are translated
into United States dollars at the exchange rates at 1:00 p.m. Eastern Time or at
such other rates as a Sub-Adviser may determine to be appropriate in computing
net asset value. As a result, fluctuations in the value of such currencies in
relation to the United States dollar will affect the net asset value of the
Portfolio's shares even though there has not been any change in the market
values of such securities.

PERFORMANCE INFORMATION

Performance of the Portfolio The following table shows the average
annualized total return for the fiscal period ended December 31, 1996, of an
investment since inception in the Robertson Stephens Smaller Companies
Portfolio, formerly Berkeley Smaller Companies Portfolio, as well as a
comparison with the Standard & Poor's 500 Composite Stock Price Index, an
unmanaged index generally considered to be representative of the stock market.

<TABLE>
<CAPTION>
Since Inception
Portfolio Inception Date
- --------- --------- ---------
<S> <C> <C>
Robertson Stephens Smaller Companies Portfolio,
formerly Berkeley Smaller Companies Portfolio ___% 1/31/96

Standard & Poor's 500 Stock Index ___% _______
</TABLE>

TAX STATUS, DIVIDENDS, AND DISTRIBUTIONS

ADDITIONAL INFORMATION

The Trust is authorized to subdivide each series (Portfolio) into two or more
classes. Currently, shares of the Portfolios are divided into Class A and Class
B. Each class of shares of a Portfolio is entitled to the same rights and
privileges as all other classes of the Portfolio, provided however, that each
class bears the expenses related to its distribution arrangements, as well as
any other expenses attributable to the class and unrelated to managing the
Portfolio's portfolio securities. Any matter that affects only the holders of a
particular class of shares may be voted on only by such shareholders. Through
this Prospectus, the Trust offers Class A shares in the Portfolio. To date, the
Trust has never offered its Class B shares for sale.

The Trust's custodian is State Street Bank and Trust Company, 225 Franklin
Street, Boston, Massachusetts 02110.

PART B

LPT VARIABLE INSURANCE SERIES TRUST

FORM N-1A

PART B

STATEMENT OF ADDITIONAL INFORMATION

May __, 1997

This Statement of Additional Information (this "SAI") contains information
which may be of interest to investors but which is not included in the
Prospectus of LPT Variable Insurance Series Trust (the "Trust"). This SAI is
not a prospectus and is only authorized for distribution when accompanied or
preceded by the Prospectus of the Trust dated May __, 1997. This SAI should be
read together with the Prospectus. Investors may obtain a free copy of the
Prospectus by calling London Pacific Life and Annuity Company ("Life Company")
at (800) 852-3152.

THIS SAI CONTAINS INFORMATION RELATING TO ALL PORTFOLIOS OF THE TRUST.

TABLE OF CONTENTS
PAGE

DEFINITIONS

INVESTMENT OBJECTIVES AND POLICIES OF THE TRUST

DESCRIPTION OF SECURITIES, INVESTMENT POLICIES AND RISK FACTORS
Repurchase Agreements
Mortgage Dollar Rolls and Reverse Repurchase Agreements
Illiquid or Restricted Securities
Mortgage- and Asset-Backed Securities
Collateralized Mortgage Obligations (CMOs)
Foreign Securities
Depositary Receipts
Lending of Portfolio Securities
Borrowing
High-Yield (High Risk) Securities
In General
Effect of Interest Rates and Economic Changes
Payment Expectations
Credit Ratings
Liquidity and Valuation
Recent and Proposed Legislation
U.S. Government Obligations
U.S. Government Agency Securities
Bank Obligations
Savings and Loan Obligations
Price Volatility
Maturity
Credit Quality
Temporary Defensive Position
Short-Term Corporate Debt Instruments
Municipal Obligations
Municipal Lease Obligations
Eurodollar and Yankee Obligations
Brady Bonds
When Issued Securities and Forward Commitment Contracts
Warrants
Zero-Coupon, Step-Coupon and Pay-in-Kind Securities
Floating and Variable Rate Instruments
Short Sales Against the Box
Inverse Floating Rate Obligations
Loan Participations and Other Direct Indebtedness
Indexed Securities
Other Investment Companies
Foreign Investment Companies
Swaps and Related Transactions
Derivative Instruments
General Description
Special Risks of These Instruments
General Limitations on Certain Derivative Transactions
Options
Yield Curve Options
Spread Transactions
Futures Contracts
Foreign Currency-Related Derivative Strategies-Special Considerations
Forward Currency Contracts
Foreign Currency Transactions
Hybrid Instruments

Combined Transactions

INVESTMENT RESTRICTIONS
Fundamental Investment Restrictions
Strong International Stock Portfolio and Strong Growth Portfolio
Salomon U.S. Quality Bond Portfolio
Salomon Money Market Portfolio
Harris Associates Value Portfolio
Lexington Corporate Leaders Portfolio
Robertson Stephens Smaller Companies Portfolio
MFS Total Return Portfolio
Non-Fundamental Investment Restrictions
Strong International Stock Portfolio and Strong Growth Portfolio
Salomon U.S. Quality Bond Portfolio
Harris Associates Value Portfolio
Lexington Corporate Leaders Portfolio
Robertson Stephens Smaller Companies Portfolio
MFS Total Return Portfolio

MANAGEMENT OF THE TRUST
Sub-Advisers
Brokerage and Research Services
Investment Decisions

DETERMINATION OF NET ASSET VALUE

TAXES

DIVIDENDS AND DISTRIBUTIONS

PERFORMANCE INFORMATION

SHAREHOLDER COMMUNICATIONS

ORGANIZATION AND CAPITALIZATION

PORTFOLIO TURNOVER

CUSTODIAN

LEGAL COUNSEL

INDEPENDENT ACCOUNTANTS

SHAREHOLDER LIABILITY

DESCRIPTION OF NRSRO RATINGS

FINANCIAL STATEMENTS

LPT VARIABLE INSURANCE SERIES TRUST

STATEMENT OF ADDITIONAL INFORMATION

CLASS A SHARES

DEFINITIONS

The "Trust" -- LPT Variable Insurance Series Trust.

"Adviser" -- LPIMC Insurance Marketing Services,
the Trust's investment adviser.

INVESTMENT OBJECTIVES AND POLICIES OF THE TRUST

The Trust currently offers shares of beneficial interest of eight series (the
"Portfolios") with separate investment objectives and policies. The
investment objectives and policies of each of the Portfolios of the Trust are
described in the Prospectus. This SAI contains additional information
concerning certain investment practices and investment restrictions of the
Trust.

Except as described below under "Investment Restrictions", the investment
objectives and policies described in the Prospectus and in this SAI are not
fundamental, and the Trustees may change the investment objectives and
policies of a Portfolio without an affirmative vote of shareholders of the
Portfolio.

DESCRIPTION OF SECURITIES, INVESTMENT POLICIES AND RISK FACTORS

The Prospectus for each Portfolio indicates the extent to which each
Portfolio may purchase the instruments or engage in the investment activities
described below. The discussion below supplements the information set forth
in the Portfolio Prospectuses.

REPURCHASE AGREEMENTS

The Portfolios may enter into repurchase agreements with certain banks or
non-bank dealers. In a repurchase agreement, the Portfolio buys a security at
one price, and at the time of sale, the seller agrees to repurchase the
obligation at a mutually agreed upon time and price (usually within seven
days). The repurchase agreement, thereby, determines the yield during the
purchaser's holding period, while the seller's obligation to repurchase is
secured by the value of the underlying security. Repurchase agreements permit
a Portfolio to keep all its assets at work while retaining "overnight"
flexibility in pursuit of investments of a longer-term nature. The
Sub-Adviser for each Portfolio will monitor, on an ongoing basis, the value of
the underlying securities to ensure that the value always equals or exceeds
the repurchase price plus accrued interest. Repurchase agreements could
involve certain risks in the event of a default or insolvency of the other
party to the agreement, including possible delays or restrictions upon a
Portfolio's ability to dispose of the underlying securities. Each Portfolio
will enter into repurchase agreements only with banks or dealers, which in the
opinion of each Portfolio's Sub-Adviser based on guidelines established by the
Trust's Board of Trustees, are deemed creditworthy. A Portfolio may, under
certain circumstances, deem repurchase agreements collateralized by U.S.
Government securities to be investments in U.S. Government securities.
Repurchase agreements with maturities of more than seven days will be treated
as illiquid securities by the Portfolios.

The Salomon U.S. Quality Bond Portfolio may invest in open repurchase
agreements which vary from the typical agreement in the following respects:
(1) the agreement has no set maturity, but instead matures upon 24 hours'
notice to the seller; and (2) the repurchase price is not determined at the
time the agreement is entered into, but is instead based on a variable
interest rate and the duration of the agreement.

MORTGAGE DOLLAR ROLLS AND REVERSE REPURCHASE AGREEMENTS

A Portfolio may engage in reverse repurchase agreements to facilitate
portfolio liquidity, a practice common in the mutual fund industry; to earn
additional income on portfolio securities, such as Treasury bills and notes;
or, with respect to the Strong International Stock Portfolio and the Strong
Growth Portfolio, for arbitrage transactions discussed below. In a reverse
repurchase agreement, a Portfolio temporarily transfers possession of a
security to another party, such as a bank, in return for cash, and agrees to
buy the security back at a future date and price. In a reverse repurchase
agreement, the Portfolio generally retains the right to interest and principal
payments on the security. Since a Portfolio receives cash upon entering into a
reverse repurchase agreement, it may be considered a borrowing and therefore
is subject to the overall percentage limitations on borrowings and the
restrictions on the purposes of borrowing described therein. (See "Borrowing"
and "Investment Restrictions.") When required by guidelines of the Securities
and Exchange Commission ("SEC"), a Portfolio will set aside permissible liquid
assets in a segregated account to secure its obligations to repurchase the
security.

A Portfolio may also enter into mortgage dollar rolls, in which the Portfolio
would sell mortgage-backed securities for delivery in the current month and
simultaneously contract to purchase substantially similar securities on a
specified future date. While the Portfolio would forego principal and
interest paid on the mortgage-backed securities during the roll period, the
Portfolio would be compensated by the difference between the current sales
price and the lower price for the future purchase as well as by any interest
earned on the proceeds of the initial sale. The Portfolio also could be
compensated through the receipt of fee income equivalent to a lower forward
price. At the time the Portfolio would enter into a mortgage dollar roll, it
would set aside permissible liquid assets in a segregated account to secure
its obligation for the forward commitment to buy mortgage-backed securities.
Mortgage dollar roll transactions may be considered a borrowing by the
Portfolio. (See "Borrowing.")

The mortgage dollar rolls and reverse repurchase agreements entered into by
the Strong International Stock and Strong Growth Portfolios may be used as
arbitrage transactions in which a Portfolio will maintain an offsetting
position in investment grade debt obligations or repurchase agreements that
mature on or before the settlement date on the related mortgage dollar roll or
reverse repurchase agreement. Since a Portfolio will receive interest on the
securities or repurchase agreements in which it invests the transaction
proceeds, such transactions may involve leverage. However, since such
securities or repurchase agreements will be high quality and will mature on or
before the settlement date of the mortgage dollar roll or reverse repurchase
agreement, the Sub-Adviser believes that such arbitrage transactions do not
present the risks to the Portfolios that are associated with other types of
leverage.

ILLIQUID OR RESTRICTED SECURITIES

A Portfolio may invest in securities that are considered illiquid because of
the absence of a readily available market or due to legal or contractual
restrictions. Each Portfolio may invest up to 15% of its net assets in such
securities or, with respect to the Strong International Stock Portfolio and
Strong Growth Portfolio, such other amounts as may be permitted under the
Investment Company Act of 1940 ("1940 Act"), (except 10% with respect to the
Salomon Money Market Portfolio). The Board of Trustees of the Trust has
the ultimate authority to determine, to the extent permissible under the
federal securities laws, which securities are illiquid for purposes of these
limitations. Certain securities exempt from registration or issued in
transactions exempt from registration under the Securities Act of 1933, as
amended (the "1933 Act"), including securities that may be resold pursuant
to Rule 144A under the 1933 Act, may be considered liquid. The Board of
Trustees has adopted guidelines and delegated to the Sub-Advisers the daily
function of determining and monitoring the liquidity of Rule 144A
securities, although it has retained oversight and ultimate responsibility
for such determinations. Although no definitive liquidity criteria are used,
the Board of Trustees has directed the Sub-Advisers to look to such
factors as (i) the nature of the market for a security (including the
institutional private resale market), (ii) the terms of certain securities
or other instruments allowing for the disposition to a third party or the
issuer thereof (e.g., certain repurchase obligations and demand
instruments), (iii) the availability of market quotations (e.g. for
securities quoted in the PORTAL system), and (iv) other permissible relevant
factors.

Restricted securities may be sold only in privately negotiated transactions
or in a public offering with respect to which a registration statement is in
effect under the 1933 Act. Where registration is required, a Portfolio may be
obligated to pay all or part of the registration expenses and a considerable
period may elapse between the time of the decision to sell and the time the
Portfolio may be permitted to sell a security under an effective registration
statement. If, during such a period, adverse market conditions were to
develop, a Portfolio might obtain a less favorable price than prevailed when
it decided to sell. Restricted securities will be priced at fair value as
determined in good faith by the Board of Trustees of the Trust. If through
the appreciation of restricted securities or the depreciation of unrestricted
securities, a Portfolio should be in a position where it has exceeded its
maximum percentage limitation with respect to its net assets which are
invested in illiquid assets, including restricted securities which are not
readily marketable, the Portfolio will take such steps as is deemed advisable,
if any, to protect liquidity.

A Portfolio may sell over-the-counter ("OTC") options and, in connection
therewith, segregate assets or cover its obligations with respect to OTC
options written by the Portfolio. The assets used as cover for OTC options
written by the Portfolio will be considered illiquid unless the OTC options
are sold to qualified dealers who agree that the Portfolio may repurchase any
OTC option it writes at a maximum price to be calculated by a formula set
forth in the option agreement. The cover for an OTC option written subject to
this procedure would be considered illiquid only to the extent that the
maximum repurchase price under the formula exceeds the intrinsic value of the
option.

Notwithstanding the above, the Sub-Adviser for the Strong International Stock
Portfolio and the Strong Growth Portfolio intends, as a matter of internal
policy, to limit each of such Portfolio's investments in illiquid securities
to 10% of its net assets.

MORTGAGE- AND ASSET-BACKED SECURITIES

Mortgage-backed securities represent direct or indirect participations in, or
are secured by and payable from, mortgage loans secured by real property, and
include single- and multi-class pass-through securities and collateralized
mortgage obligations. Such securities may be issued or guaranteed by U.S.
Government agencies or instrumentalities, such as the Government National
Mortgage Association and the Federal National Mortgage Association, or by
private issuers, generally originators and investors in mortgage loans,
including savings associations, mortgage bankers, commercial banks, investment
bankers, and special purpose entities (collectively, "private lenders").
Mortgage-backed securities issued by private lenders may be supported by pools
of mortgage loans or other mortgage-backed securities that are guaranteed,
directly or indirectly, by the U.S. Government or one of its agencies or
instrumentalities, or they may be issued without any governmental guarantee of
the underlying mortgage assets but with some form of non-governmental credit
enhancement.

Asset-backed securities have structural characteristics similar to
mortgage-backed securities. However, the underlying assets are not first lien
mortgage loans or interests therein, but include assets such as motor vehicle
installment sales contracts, other installment loan contracts, home equity
loans, leases of various types of property, and receivables from credit card
or other revolving credit arrangements. Payments or distributions of
principal and interest on asset-backed securities may be supported by
non-governmental credit enhancements similar to those utilized in connection
with mortgage-backed securities.

The yield characteristics of mortgage- and asset-backed securities differ
from those of traditional debt securities. Among the principal differences
are that interest and principal payments are made more frequently on mortgage-
and asset-backed securities, usually monthly, and that principal may be
prepaid at any time because the underlying mortgage loans or other assets
generally may be prepaid at any time. As a result, if a Portfolio purchases
these securities at a premium, a prepayment rate that is faster than expected
will reduce yield to maturity, while a prepayment rate that is slower than
expected will have the opposite effect of increasing the yield to maturity.
Conversely, if a Portfolio purchases these securities at a discount, a
prepayment rate that is faster than expected will increase yield to maturity,
while a prepayment rate that is slower than expected will reduce yield to
maturity. Amounts available for reinvestment by the Portfolio are likely to
be greater during a period of declining interest rates and, as a result, are
likely to be reinvested at lower interest rates than during a period of rising
interest rates. Accelerated prepayments on securities purchased by a
Portfolio at a premium also impose a risk of loss of principal because the
premium may not have been fully amortized at the time the principal is prepaid
in full. The market for privately issued mortgage- and asset-backed
securities is smaller and less liquid than the market for government-sponsored
mortgage-backed securities.

A Portfolio may invest in stripped mortgage- or asset-backed securities,
which receive differing proportions of the interest and principal payments
from the underlying assets. The market value of such securities generally is
more sensitive to changes in prepayment and interest rates than is the case
with traditional mortgage- and asset-backed securities, and in some cases such
market value may be extremely volatile. With respect to certain stripped
securities, such as interest only and principal only classes, a rate of
prepayment that is faster or slower than anticipated may result in a Portfolio
failing to recover all or a portion of its investment, even though the
securities are rated investment grade.

STRIPPED MORTGAGE SECURITIES. A Portfolio may purchase stripped mortgage
securities which are derivative multiclass mortgage securities. Stripped
mortgage securities may be issued by agencies or instrumentalities of the U.S.
Government, or by private originators of, or investors in, mortgage loans,
including savings and loan associations, mortgage banks, commercial banks,
investment banks and special purpose subsidiaries of the foregoing. Stripped
mortgage securities have greater volatility than other types of mortgage
securities. Although stripped mortgage securities are purchased and sold by
institutional investors through several investment banking firms acting as
brokers or dealers, the market for such securities has not yet been fully
developed. Accordingly, stripped mortgage securities are generally illiquid
and to such extent, together with any other illiquid investments, will be
subject to the Portfolio's applicable restriction on investments in illiquid
securities.

Stripped mortgage securities are structured with two or more classes of
securities that receive different proportions of the interest and principal
distributions on a pool of mortgage assets. A common type of stripped
mortgage security will have at least one class receiving only a small portion
of the interest and a larger portion of the principal from the mortgage
assets, while the other class will receive primarily interest and only a small
portion of the principal. In the most extreme case, one class will receive
all of the interest ("IO" or interest-only), while the other class will
receive all of the principal ("PO" or principal-only class). The yield to
maturity on IOs, POs and other mortgage-backed securities that are purchased
at a substantial premium or discount generally are extremely sensitive not
only to changes in prevailing interest rates but also to the rate of principal
payments (including pre-payments) on the related underlying mortgage assets,
and a rapid rate of principal payments may have a material adverse effect on
such securities' yield to maturity. If the underlying mortgage assets
experience greater than anticipated prepayments of principal, the Portfolio
may fail to fully recoup its initial investment in these securities even if
the securities have received the highest rating by a nationally recognized
statistical rating organization.

In addition to the stripped mortgage securities described above, a
Portfolio may invest in similar securities such as Super POs and Levered IOs
which are more volatile than POs, IOs and IOettes. Risks associated with
instruments such as Super POs are similar in nature to those risks related to
investments in POs. Risks connected with Levered IOs and IOettes are similar
in nature to those associated with IOs. The Portfolio may also invest in
other similar instruments developed in the future that are deemed consistent
with its investment objective, policies and restrictions. POs may generate
taxable income from the current accrual of original issue discount, without a
corresponding distribution of cash to the Portfolio.

COLLATERALIZED MORTGAGE OBLIGATIONS (CMOS)

CMOs are bonds that are collateralized by whole loan mortgages or mortgage
pass-through securities. The bonds issued in a CMO transaction are divided
into groups, and each group of bonds is referred to as a "tranche." Under the
traditional CMO structure, the cash flows generated by the mortgages or
mortgage pass-through securities in the collateral pool are used to first pay
interest and then pay principal to the CMO bondholders. The bonds issued under
a CMO structure are retired sequentially as opposed to the pro rata return of
principal found in traditional pass-through obligations. Subject to the
various provisions of individual CMO issues the cash flow generated by the
underlying collateral (to the extent it exceeds the amount required to pay the
stated interest) is used to retire the bonds. Under the CMO structure, the
repayment of principal among the different tranches is prioritized in
accordance with the terms of the particular CMO issuance. The "fastest-pay"
tranche of bonds, as specified in the prospectus for the issue, would
initially receive all principal payments. When that tranche of bonds is
retired, the next tranche, or tranches, in the sequence, as specified in the
prospectus, receive all of the principal payments until they are retired. The
sequential retirement of bonds groups continues until the last tranche, or
group of bonds, is retired. Accordingly, the CMO structure allows the issuer
to use cash flows of long maturity, monthly-pay collateral to formulate
securities with short, intermediate and long final maturities and expected
average lives.

In recent years, new types of CMO structures have evolved. These include
floating rate CMOs, planned amortization classes, accrual bonds, and CMO
residuals. These newer structures affect the amount and timing of principal
and interest received by each tranche from the underlying collateral. Under
certain of these new structures, given classes of CMOs have priority over
others with respect to the receipt of prepayments on the mortgages. Therefore,
depending on the type of CMOs in which a Portfolio invests, the investment may
be subject to a greater or lesser risk of prepayment than other types of
mortgage-related securities.

The primary risk of any mortgage security is the uncertainty of the timing of
cash flows. For CMOs, the primary risk results from the rate of prepayments on
the underlying mortgages serving as collateral. An increase or decrease in
prepayment rates (resulting from a decrease or increase in mortgage interest
rates) will affect the yield, average life, and price of CMOs. The prices of
certain CMOs, depending on their structure and the rate of prepayments, can be
volatile. Some CMOs may also not be as liquid as other securities.

FOREIGN SECURITIES

Investment by a Portfolio in securities issued by companies or other issuers
whose principal activities are outside the United States involves significant
risks not present in U.S. investments. The value of securities denominated in
foreign currencies and of dividends and interest paid with respect to such
securities will fluctuate based on the relative strength of the U.S. dollar.
In addition, less publicly available information is generally available about
foreign companies, particularly those not subject to the disclosure and
reporting requirements of the U.S. securities laws. Foreign companies are not
bound by uniform accounting, auditing, and financial reporting requirements
and standards of practice comparable to those applicable to U.S. companies.
Investments in foreign securities also involve the risk of possible adverse
changes in investment or exchange control regulations, expropriation or
confiscatory taxation, limitations on the repatriation of monies or other
assets of a Portfolio, political or financial instability or diplomatic and
other developments which could affect such investments. Further, the economies
of particular countries or areas of the world may perform less favorably than
the economy of the U.S. and the U.S. dollar value of securities denominated in
currencies other than the U.S. dollar may be affected unfavorably by exchange
rate movements. Each of these factors could influence the value of a
Portfolio's shares, as well as the value of dividends and interest earned by a
Portfolio and the gains and losses which it realizes. It is anticipated that
in most cases the best available market for foreign securities will be on
exchanges or in over-the-counter markets located outside of the U.S. However,
foreign securities markets, while growing in volume and sophistication, are
generally not as developed as those in the U.S., and securities of some
foreign companies (particularly those located in developing countries) are
generally less liquid and more volatile than securities of comparable U.S.
companies. Foreign security trading practices, including those involving
securities settlement where Portfolio assets may be released prior to receipt
of payment, may expose a Portfolio to increased risk in the event of a failed
trade or the insolvency of a foreign broker-dealer. In addition, foreign
brokerage commissions and other fees are generally higher than on securities
traded in the U.S. and may be non-negotiable. These is less overall
governmental supervision and regulation of securities exchanges, securities
dealers, and listed companies than in the U.S.

The Portfolios may invest in foreign securities that are restricted against
transfer within the U.S. or to U.S. persons. Although securities subject to
such transfer restrictions may be marketable abroad, they may be less liquid
than foreign securities of the same class that are not subject to such
restrictions.

DEPOSITARY RECEIPTS

A Portfolio may invest in foreign securities by purchasing depositary
receipts, including American Depositary Receipts ("ADRs") and European
Depositary Receipts ("EDRs"), or other securities convertible into securities
or issuers based in foreign countries. These securities may not necessarily be
denominated in the same currency as the securities into which they may be
converted. Generally, ADRs, in registered form, are denominated in U.S.
dollars and are designed for use in the U.S. securities markets, while EDRs,
in bearer form, may be denominated in other currencies and are designed for
use in European securities markets. ADRs are receipts typically issued by a
U.S. bank or trust company evidencing ownership of the underlying securities.
EDRs are European receipts evidencing a similar arrangement. For purposes of
a Portfolio's investment policies, ADRs and EDRs are deemed to have the same
classification as the underlying securities they represent. Thus, an ADR or
EDR representing ownership of common stock will be treated as common stock.

ADR facilities may be established as either "unsponsored" or "sponsored."
While ADRs issued under these two types of facilities are in some respects
similar, there are distinctions between them relating to the rights and
obligations of ADR holders and the practices of market participants. A
depositary may establish an unsponsored facility without participation by (or
even necessarily the acquiescence of) the issuer of the deposited securities,
although typically the depositary requests a letter of non-objection from such
issuer prior to the establishment of the facility. Holders of unsponsored
ADRs generally bear all the costs of such facilities. The depositary usually
charges fees upon the deposit and withdrawal of the deposited securities, the
conversion of dividends into U.S. dollars, the disposition of non-cash
distributions, and the performance of other services. The depositary of an
unsponsored facility frequently is under no obligation to distribute
shareholder communications received from the issuer of the deposited
securities or to pass through voting rights to ADR holders in respect of the
deposited securities. Sponsored ADR facilities are created in generally the
same manner as unsponsored facilities, except that the issuer of the deposited
securities enters into a deposit agreement with the depositary. The deposit
agreement sets out the rights and responsibilities of the issuer, the
depositary and the ADR holders. With sponsored facilities, the issuer of the
deposited securities generally will bear some of the costs relating to the
facility (such as dividend payment fees of the depositary), although ADR
holders continue to bear certain other costs (such as deposit and withdrawal
fees). Under the terms of most sponsored arrangements, depositories agree to
distribute notices of shareholder meetings and voting instructions, and to
provide shareholder communications and other information to the ADR holders at
the request of the issuer of the deposited securities.

LENDING OF PORTFOLIO SECURITIES

Except with respect to the Harris Associates Value Portfolio, a Portfolio is
authorized to lend its portfolio securities to broker-dealers or institutional
investors that the Sub-Adviser deems qualified, but only when the borrower
maintains with the Portfolio's custodian bank collateral either in cash or
money market instruments in an amount at least equal to the market value of
the securities loaned, plus accrued interest and dividends, determined on a
daily basis and adjusted accordingly. However, the Portfolios do not
presently intend to engage in such lending. In determining whether to lend
securities to a particular broker-dealer or institutional investor, the
Sub-Adviser will consider, and during the period of the loan will monitor,
all relevant facts and circumstances, including the creditworthiness of the
borrower. A Portfolio will retain authority to terminate any loans at any
time. The Portfolios may pay reasonable administrative and custodial fees in
connection with a loan and may pay a negotiated portion of the interest earned
on the cash or money market instruments held as collateral to the borrower or
placing broker. The Portfolios will receive reasonable interest on the loan
or a flat fee from the borrower and amounts equivalent to any dividends,
interest or other distributions on the securities loaned. The Portfolios will
retain record ownership of loaned securities to exercise beneficial rights,
such as voting and subscription rights and rights to dividends, interest or
other distributions, when retaining such rights is considered to be in a
Portfolio's interest.

Other than the Salomon Money Market Portfolio, each of the Portfolios may
lend up to 33 1/3% of the total value of its securities (except 30% with
respect to the MFS Total Return Portfolio and 25% with respect to the Salomon
U.S. Quality Bond Portfolio).

BORROWING

The Portfolios may borrow money from banks, limited by each Portfolio's
investment restriction as to the percentage of its total assets that it may
borrow, and may engage in mortgage dollar roll transactions and reverse
repurchase agreements which may be considered a form of borrowing. (See
"Mortgage Dollar Rolls and Reverse Repurchase Agreements," above.) In
addition, the Strong International Stock Portfolio and the Strong Growth
Portfolio may borrow up to an additional 5% of their respective total assets
from banks for temporary or emergency purposes. A Portfolio will not purchase
securities when bank borrowings exceed 5% of the Portfolio's total assets.

HIGH-YIELD (HIGH RISK) SECURITIES

IN GENERAL. Certain Portfolios have the authority to invest in non-investment
grade debt securities (up to 5% of its net assets with respect to the Strong
International Stock and Strong Growth Portfolios). Non-investment grade debt
securities (hereinafter referred to as "lower-quality securities") include (i)
bonds rated as low as C by Moody's Investors Service, Inc. ("Moody's"),
Standard & Poor's Ratings Group ("S&P"), or Fitch Investors Service, Inc.
("Fitch"), or CCC by Duff & Phelps, Inc. ("D&P"); (ii) commercial paper rated
as low as C by S&P, Not Prime by Moody's or Fitch 4 by Fitch; and (iii)
unrated debt obligations of comparable quality. Lower-quality securities,
while generally offering higher yields than investment grade securities with
similar maturities, involve greater risks, including the possibility of
default or bankruptcy. They are regarded as predominantly speculative with
respect to the issuer's capacity to pay interest and repay principal. The
special risk considerations in connection with investments in these securities
are discussed below. Refer to "Description of NRSRO Ratings" for a discussion
of securities ratings.

EFFECT OF INTEREST RATES AND ECONOMIC CHANGES. The lower-quality and
comparable unrated securities market is relatively new and its growth has
paralleled a long economic expansion. As a result, it is not clear how this
market may withstand a prolonged recession or economic downturn. Such an
economic downturn could severely disrupt the market for and adversely affect
the value of such securities.

All interest-bearing securities typically experience appreciation when
interest rates decline and depreciation when interest rates rise. The market
values of lower-quality and comparable unrated securities tend to reflect
individual corporate developments to a greater extent than do higher rated
securities, which react primarily to fluctuations in the general level of
interest rates. Lower-quality and comparable unrated securities also tend to
be more sensitive to economic conditions than are higher-rated securities. As
a result, they generally involve more credit risks than securities in the
higher-rated categories. During an economic downturn or a sustained period of
rising interest rates, highly leveraged issuers of lower-quality and
comparable unrated securities may experience financial stress and may not have
sufficient revenues to meet their payment obligations. The issuer's ability
to service its debt obligations may also be adversely affected by specific
corporate developments, the issuer's inability to meet specific projected
business forecasts or the unavailability of additional financing. The risk of
loss due to default by an issuer of these securities is significantly greater
than issuers of higher-rated securities because such securities are generally
unsecured and are often subordinated to other creditors. Further, if the
issuer of a lower-quality or comparable unrated security defaulted, a
Portfolio might incur additional expenses to seek recovery. Periods of
economic uncertainty and changes would also generally result in increased
volatility in the market prices of these securities and thus in the
Portfolio's net asset value.

As previously stated, the value of a lower-quality or comparable unrated
security will decrease in a rising interest rate market, and accordingly so
will a Portfolio's net asset value. If a Portfolio experiences unexpected net
redemptions in such a market, it may be forced to liquidate a portion of its
portfolio securities without regard to their investment merits. Due to the
limited liquidity of lower-quality and comparable unrated securities
(discussed below), a Portfolio may be forced to liquidate these securities at
a substantial discount. Any such liquidation would reduce the Portfolio's
asset base over which expenses could be allocated and could result in a
reduced rate of return for the Portfolio.

PAYMENT EXPECTATIONS. Lower-quality and comparable unrated securities
typically contain redemption, call or prepayment provisions which permit the
issuer of such securities containing such provisions to, at its discretion,
redeem the securities. During periods of falling interest rates, issuers of
these securities are likely to redeem or prepay the securities and refinance
them with debt securities with a lower interest rate. To the extent an issuer
is able to refinance the securities, or otherwise redeem them, a Portfolio may
have to replace the securities with a lower yielding security, which would
result in a lower return for the Portfolio.

CREDIT RATINGS. Credit ratings issued by credit-rating agencies evaluate the
safety of principal and interest payments of rated securities. They do not,
however, evaluate the market value risk of lower-quality securities and,
therefore, may not fully reflect the true risks of an investment. In
addition, credit rating agencies may or may not make timely changes in a
rating to reflect changes in the economy or in the condition of the issuer
that affect the market value of the security. Consequently, credit ratings
are used only as a preliminary indicator of investment quality. Investments in
lower-quality and comparable unrated securities will be more dependent on the
Sub-Adviser's credit analysis than would be the case with investments in
investment-grade debt securities. The Sub-Advisers employ their own credit
research and analysis, which includes a study of existing debt, capital
structure, ability to service debt and to pay dividends, the issuer's
sensitivity to economic conditions, its operating history and the current
trend of earnings. The Sub-Advisers continually monitor the investments in
each Portfolio's portfolio and carefully evaluate whether to dispose of or to
retain lower-quality and comparable unrated securities whose credit ratings or
credit quality may have changed.

LIQUIDITY AND VALUATION. A Portfolio may have difficulty disposing of certain
lower-quality and comparable unrated securities because there may be a thin
trading market for such securities. Because not all dealers maintain markets
in all lower-quality and comparable unrated securities, there is no
established retail secondary market for many of these securities. The
Portfolios anticipate that such securities could be sold only to a limited
number of dealers or institutional investors. To the extent a secondary
trading market does exist, it is generally not as liquid as the secondary
market for higher-rated securities. The lack of a liquid secondary market may
have an adverse impact on the market price of the security. As a result, the
Portfolio's asset value and ability to dispose of particular securities, when
necessary to meet the Portfolio's liquidity needs or in response to a specific
economic event, may be impacted. The lack of a liquid secondary market for
certain securities may also make it more difficult for a Portfolio to obtain
accurate market quotations for purposes of valuing the Portfolio's
investments. Market quotations are generally available on many lower-quality
and comparable unrated issues only from a limited number of dealers and may
not necessarily represent firm bids of such dealers or prices for actual
sales. During periods of thin trading, the spread between bid and asked
prices is likely to increase significantly. In addition, adverse publicity
and investor perceptions, whether or not based on fundamental analysis, may
decrease the values and liquidity of lower-quality and comparable unrated
securities, especially in a thinly traded market.

RECENT AND PROPOSED LEGISLATION. Recent legislation has been adopted, and
from time to time proposals have been discussed, regarding new legislation
designed to limit the use of certain lower-quality and comparable unrated
securities by certain issuers. An example of legislation is a recent law
which requires federally insured savings and loan associations to divest their
investments in these securities over time. It is not currently possible to
determine the impact of the recent legislation or the proposed legislation on
the lower-quality and comparable unrated securities market. However, it is
anticipated that if additional legislation is enacted or proposed, it could
have a material affect on the value of these securities and the existence of a
secondary trading market for the securities.

U.S. GOVERNMENT OBLIGATIONS

U.S. Government Obligations include bills, notes, bonds, and other debt
securities issued by the U.S. Treasury. These are direct obligations of the
U.S. Government and differ mainly in the length of their maturities.

U.S. GOVERNMENT AGENCY SECURITIES

Securities issued or guaranteed by Federal agencies and U.S. Government
sponsored instrumentalities may or may not be backed by the full faith and
credit of the United States. In the case of securities not backed by the full
faith and credit of the United States, the investor must look principally to
the agency or instrumentality issuing or guaranteeing the obligation for
ultimate repayment, and may not be able to assert a claim against the United
States itself in the event the agency or instrumentality does not meet its
commitment. Agencies which are backed by the full faith and credit of the
United States include the Export Import Bank, Farmers Home Administration,
Federal Financing Bank, and others. Certain debt issued by Resolution Funding
Corporation has both its principal and interest backed by the full faith and
credit of the U.S. Treasury in that its principal is defeased by U.S. Treasury
zero coupon issues, while the U.S. Treasury is explicitly required to advance
funds sufficient to pay interest on it, if needed. Certain agencies and
instrumentalities, such as the Government National Mortgage Association, are,
in effect, backed by the full faith and credit of the United States through
provisions in their charters that they may make "indefinite and unlimited"
drawings on the Treasury, if needed to service its debt. Debt from certain
other agencies and instrumentalities, including the Federal Home Loan Bank and
Federal National Mortgage Association, are not guaranteed by the United
States, but those institutions are protected by the discretionary authority of
the U.S. Treasury to purchase certain amounts of their securities to assist
the institution in meeting its debt obligations. Finally, other agencies and
instrumentalities, such as the Farm Credit System and the Federal Home Loan
Mortgage Corporation, are federally chartered institutions under Government
supervision, but their debt securities are backed only by the credit
worthiness of those institutions, not the U.S. Government.

Some of the U.S. Government agencies that issue or guarantee securities
include the Export-Import Bank of the United States, Farmers Home
Administration, Federal Housing Administration, Maritime Administration, Small
Business Administration and The Tennessee Valley Authority.

An instrumentality of the U.S. Government is a Government agency organized
under Federal charter with Government supervision. Instrumentalities issuing
or guaranteeing securities include, among others, Federal Home Loan Banks, the
Federal Land Banks, Central Bank for Cooperatives, Federal Intermediate Credit
Banks and the Federal National Mortgage Association.

BANK OBLIGATIONS

Bank obligations include, but are not limited to, negotiable certificates of
deposit, bankers' acceptances and fixed time deposits.

Fixed time deposits are obligations of U.S. banks, of foreign branches of
U.S. banks, or of foreign banks which are payable at a stated maturity date
and bear a fixed rate of interest. Generally, fixed time deposits may be
withdrawn on demand by the investor, but they may be subject to early
withdrawal penalties which vary depending upon market conditions and the
remaining maturity of the obligation. Although fixed time deposits do not have
a market, there are no contractual restrictions on a Portfolio's right to
transfer a beneficial interest in the deposit to a third party.

Obligations of foreign banks and foreign branches of United States banks
involve somewhat different investment risks from those affecting obligations
of United States banks, including the possibilities that liquidity could be
impaired because of future political and economic developments, that the
obligations may be less marketable than comparable obligations of United
States banks, that a foreign jurisdiction might impose withholding taxes on
interest income payable on those obligations, that foreign deposits may be
seized or nationalized, that foreign governmental restrictions (such as
foreign exchange controls) may be adopted which might adversely affect the
payment of principal and interest on those obligations and that the selection
of those obligations may be more difficult because there may be less publicly
available information concerning foreign banks, or the accounting, auditing
and financial reporting standards, practices and requirements applicable to
foreign banks differ from those applicable to United States banks. In that
connection, foreign banks are not subject to examination by any United States
Government agency or instrumentality.

SAVINGS AND LOAN OBLIGATIONS

The Portfolios may invest in savings and loan obligations which are
negotiable certificates of deposit and other short-term debt obligations of
savings and loan associations.

DEBT OBLIGATIONS

A Portfolio may invest a portion of its assets in debt obligations. Issuers
of debt obligations have a contractual obligation to pay interest at a
specified rate on specified dates and to repay principal on a specified
maturity date. Certain debt obligations (usually intermediate- and long-term
bonds) have provisions that allow the issuer to redeem or "call" a bond before
its maturity. Issuers are most likely to call such securities during periods
of falling interest rates.

PRICE VOLATILITY. The market value of debt obligations is affected by changes
in prevailing interest rates. The market value of a debt obligation generally
reacts inversely to interest-rate changes, meaning, when prevailing interest
rates decline, an obligation's price usually rises, and when prevailing
interest rates rise, an obligation's price usually declines. A fund portfolio
consisting primarily of debt obligations will react similarly to changes in
interest rates.

MATURITY. In general, the longer the maturity of a debt obligation, the
higher its yield and the greater its sensitivity to changes in interest rates.
Conversely, the shorter the maturity, the lower the yield but the greater the
price stability. Commercial paper is generally considered the shortest form
of debt obligation. The term "bond" generally refers to securities with
maturities longer than two years. Bonds with maturities of three years or
less are considered short-term, bonds with maturities between three and seven
years are considered intermediate-term, and bonds with maturities greater than
seven years are considered long-term.

CREDIT QUALITY. The values of debt obligations may also be affected by
changes in the credit rating or financial condition of their issuers.
Generally, the lower the quality rating of a security, the higher the degree
of risk as to the payment of interest and return of principal. To compensate
investors for taking on such increased risk, those issuers deemed to be less
creditworthy generally must offer their investors higher interest rates than
do issuers with better credit ratings.

In conducting their credit research and analysis, the Sub-Advisers consider
both qualitative and quantitative factors to evaluate the creditworthiness of
individual issuers. The Sub-Advisers also rely, in part, on credit ratings
compiled by a number of NRSROs. See the Appendix for additional information.

TEMPORARY DEFENSIVE POSITION. When a Sub-Adviser determines that market
conditions warrant a temporary defensive position, the Portfolios may invest
without limitation in cash and short-term fixed income securities, including
U.S. Government securities, commercial paper, banker's acceptances,
certificates of deposit, and time deposits.

SHORT-TERM CORPORATE DEBT INSTRUMENTS

A Portfolio may invest in commercial paper, which refers to short-term,
unsecured promissory notes issued by U.S. and foreign corporations to finance
short-term credit needs. Commercial paper is usually sold on a discount basis
and has a maturity at the time of issuance not exceeding nine months.

A Portfolio may also invest in non-convertible corporate debt securities
(e.g., bonds and debentures) with no more than one year remaining to maturity
at the date of settlement. Corporate debt securities with a remaining maturity
of less than one year tend to become extremely liquid and are traded as money
market securities.

MUNICIPAL OBLIGATIONS

Municipal Obligations include debt obligations issued to obtain funds for
various public purposes, including the construction of a wide range of public
facilities such as bridges, highways, housing, hospitals, mass transportation,
schools, streets and water and sewer works. Other public purposes for which
Municipal Obligations may be issued include refunding outstanding obligations,
obtaining funds for general operating expenses, and obtaining funds to loan to
other public institutions and facilities. In addition, certain types of
industrial development bonds are issued by or on behalf of public authorities
to obtain funds to provide privately-operated housing facilities, sports
facilities, convention or trade show facilities, airport, mass transit, port
or parking facilities, air or water pollution control facilities for water
supply, gas, electricity or sewage or solid waste disposal. Such obligations
are included with the term Municipal Obligations if the interest paid thereon
qualifies as exempt from federal income tax.

Other types of industrial development bonds, the proceeds of which are used
for the construction, equipment, repair or improvement of privately operated
industrial or commercial facilities, may constitute Municipal Obligations,
although the current federal tax laws place substantial limitations on the
size of such issues.

MUNICIPAL LEASE OBLIGATIONS

Municipal lease obligations are secured by revenues derived from the lease of
property to state and local government units. The underlying leases typically
are renewable annually by the governmental user, although the lease may have a
term longer than one year. If the governmental user does not appropriate
sufficient funds for the following year's lease payments, the lease will
terminate, with the possibility of default on the lease obligations and
significant loss to a Portfolio. In the event of a termination, assignment or
sublease by the governmental user, the interest paid on the municipal lease
obligation could become taxable, depending upon the identity of the succeeding
user.

EURODOLLAR AND YANKEE OBLIGATIONS

Eurodollar bank obligations are dollar-denominated certificates of deposit
and time deposits issued outside the U.S. capital markets by foreign branches
of banks and by foreign banks. Yankee bank obligations are dollar-denominated
obligations issued in the U.S. capital markets by foreign banks.

Eurodollar and Yankee obligations are subject to the same risks that pertain
to domestic issues, notably credit risk, market risk and liquidity risk.
Additionally, Eurodollar (and to a limited extent, Yankee) obligations are
subject to certain sovereign risks. One such risk is the possibility that a
sovereign country might prevent capital, in the form of dollars, from flowing
across their borders. Other risks include: adverse political and economic
developments; the extent and quality of government regulation of financial
markets and institutions; the imposition of foreign withholding taxes, and the
expropriation or nationalization of foreign issuers.

BRADY BONDS

A portion of a Portfolio's fixed -income investments may be invested in
certain debt obligations customarily referred to as "Brady Bonds", which are
created through the exchange of existing commercial bank loans to foreign
entities for new obligations in connection with debt restructuring under a
plan introduced by former U.S. Secretary of the Treasury, Nicholas F. Brady
(the "Brady Plan").

Brady Bonds have been issued only recently, and, accordingly, do not have a
long payment history. They may be collateralized or uncollateralized and
issued in various currencies (although most are dollar-denominated) and they
are actively traded in the over-the-counter secondary market.

Dollar-denominated, collateralized Brady Bonds, which may be fixed rate par
bonds or floating rate discount bonds, are generally collateralized in full as
to principal due at maturity by U.S. Treasury zero coupon obligations which
have the same maturity as the Brady Bonds. Interest payments on these Brady
Bonds generally are collateralized by cash or securities in an amount that, in
the case of fixed rate bonds, is equal to at least one year of rolling
interest payments or, in the case of floating rate bonds, initially is equal
to at least one year's rolling interest payments based on the applicable
interest rate at that time and is adjusted at regular intervals thereafter.
Certain Brady Bonds are entitled to "value recovery payments" in certain
circumstances, which in effect constitute supplemental interest payments but
generally are not collateralized. Brady Bonds are often viewed as having three
or four valuation components: (i) the collateralized repayment of principal at
final maturity; (ii) the collateralized interest payments; (iii) the
uncollateralized interest payments; and (iv) any uncollateralized repayment of
principal at maturity (these uncollateralized amounts constitute the "residual
risk"). In the event of a default with respect to Collateralized Brady Bonds
as a result of which the payment obligations of the issuer are accelerated,
the U.S. Treasury zero coupon obligations held as collateral for the payment
of principal will not be distributed to investors, nor will such obligations
be sold and the proceeds distributed. The collateral will be held by the
collateral agent to the scheduled maturity of the defaulted Brady Bonds, which
will continue to be outstanding, at which time the face amount of the
collateral will equal the principal payments which would have then been due on
the Brady Bonds in the normal course. In addition, in light of the residual
risk of the Brady Bonds and, among other factors, the history of default with
respect to commercial bank loans by public and private entities of countries
issuing Brady Bonds, investments in Brady Bonds are to be viewed as
speculative.

Brady Plan debt restructurings totaling approximately $73 billion have been
implemented to date in Argentina, Brazil, Bulgaria, Costa Rica, Dominican
Republic, Ecuador, Jordan, Mexico, Nigeria, Panama, the Philippines, Poland,
Uruguay and Venezuela, with the largest proportion of Brady Bonds having been
issued to date by Mexico and Venezuela. Brazil has announced plans to issue
Brady Bonds aggregating approximately $35 billion, based on current estimates.
There can be no assurance that the circumstances regarding the issuance of
Brady Bonds by these countries will not change.

WHEN ISSUED SECURITIES AND FORWARD COMMITMENT CONTRACTS

A Portfolio may from time to time purchase securities on a "when-issued"
basis. The price of debt obligations purchased on a when-issued basis, which
may be expressed in yield terms, is fixed at the time the commitment to
purchase is made, but delivery and payment for the securities take place at a
later date. Normally, the settlement date occurs within one month of the
purchase. During the period between the purchase and settlement, no payment is
made by a Portfolio to the issuer and no interest on the debt obligations
accrues to the Portfolio. Forward commitments involve a risk of loss if the
value of the security to be purchased declines prior to the settlement date,
which risk is in addition to the risk of decline in value of a Portfolio's
other assets. While when-issued securities may be sold prior to the settlement
date, the Portfolios intend to purchase such securities with the purpose of
actually acquiring them unless a sale appears desirable for investment
reasons. At the time a Portfolio makes the commitment to purchase a security
on a when-issued basis, it will record the transaction and reflect the value
of the security in determining its net asset value. The Portfolios do not
believe that their respective net asset values will be adversely affected by
purchases of securities on a when-issued basis.

The Portfolios will maintain cash and marketable securities equal in value to
commitments for when-issued securities. Such segregated securities either will
mature or, if necessary, be sold on or before the settlement date. When the
time comes to pay for when-issued securities, a Portfolio will meet its
obligations from then-available cash flow, sale of the securities held in the
separate account, described above, sale of other securities or, although it
would not normally expect to do so, from the sale of the when-issued
securities themselves (which may have a market value greater or less than the
Portfolio's payment obligation).

WARRANTS

A Portfolio may acquire warrants. Warrants are securities giving the holder
the right, but not the obligation, to buy the stock of an issuer at a given
price (generally higher than the value of the stock at the time of issuance)
during a specified period or perpetually. Warrants may be acquired separately
or in connection with the acquisition of securities. Warrants do not carry
with them the right to dividends or voting rights with respect to the
securities that they entitle their holder to purchase, and they do not
represent any rights in the assets of the issuer. As a result, warrants may
be considered more speculative than certain other types of investments. In
addition, the value of a warrant does not necessarily change with the value of
the underlying securities, and a warrant ceases to have value if it is not
exercised prior to its expiration date.

ZERO-COUPON, STEP-COUPON AND PAY-IN-KIND SECURITIES

A Portfolio may invest in zero-coupon, step-coupon, and pay-in-kind
securities. These securities are debt securities that do not make regular
cash interest payments. Zero-coupon and step-coupon securities are sold at a
deep discount to their face value. Pay-in-kind securities pay interest
through the issuance of additional securities. Because such securities do not
pay current cash income, the price of these securities can be volatile when
interest rates fluctuate. While these securities do not pay current cash
income, federal income tax law requires the holders of zero-coupon,
step-coupon, and pay-in-kind securities to include in income each year the
portion of the original issue discount (or deemed discount) and other non-cash
income on such securities accruing that year. The Salomon U.S. Quality Bond
Portfolio may invest up to 10% of its assets in zero coupon bonds or strips.
Strips are debt securities that are stripped of their interest after the
securities are issued, but otherwise are comparable to zero coupon bonds.

FLOATING AND VARIABLE RATE INSTRUMENTS

Certain of the floating or variable rate obligations that may be purchased by
a Portfolio may carry a demand feature that would permit the holder to tender
them back to the issuer of the instrument or to a third party at par value
prior to maturity. Some of the demand instruments purchased by a Portfolio are
not traded in a secondary market and derive their liquidity solely from the
ability of the holder to demand repayment from the issuer or third party
providing credit support. If a demand instrument is not traded in a secondary
market, a Portfolio will nonetheless treat the instrument as "readily
marketable" for the purposes of its investment restriction limiting
investments in illiquid securities unless the demand feature has a notice
period of more than seven days; if the notice period is greater than seven
days, the demand instrument will be characterized as "not readily marketable"
for such purpose.

A Portfolio's right to obtain payment at par on a demand instrument could be
affected by events occurring between the date such Portfolio elects to demand
payment and the date payment is due that may affect the ability of the issuer
of the instrument or third party providing credit support to make payment when
due, except when such demand instruments permit same day settlement. To
facilitate settlement, these same day demand instruments may be held in book
entry form at a bank other than the Trust's custodian subject to a
sub-custodian agreement approved by the Trust between that bank and the
Trust's custodian.

SHORT SALES AGAINST THE BOX

A Portfolio may sell securities short against the box to hedge unrealized
gains on portfolio securities. Selling securities short against the box
involves selling a security that a Portfolio owns or has the right to acquire,
for delivery at a specified date in the future. If a Portfolio sells
securities short against the box, it may protect unrealized gains, but will
lose the opportunity to profit on such securities if the price rises.

INVERSE FLOATING RATE OBLIGATIONS

Certain Portfolios may invest in inverse floating rate obligations, or
"inverse floaters." Inverse floaters have coupon rates that vary inversely at
a multiple of a designated floating rate (which typically is determined by
reference to an index rate, but may also be determined through a dutch auction
or a remarketing agent) (the "reference rate"). Inverse floaters may
constitute a class of CMOs with a coupon rate that moves inversely to a
designated index, such as LIBOR (London Inter-Bank Offered Rate) or COFI (Cost
of Funds Index). Any rise in the reference rate of an inverse floater (as a
consequence of an increase in interest rates) causes a drop in the coupon rate
while any drop in the reference rate of an inverse floater causes an increase
in the coupon rate. In addition, like most other fixed income securities, the
value of inverse floaters will generally decrease as interest rates increase.

Inverse floaters exhibit substantially greater price volatility than fixed
rate obligations having similar credit quality, redemption provisions and
maturity, and inverse floater CMOs exhibit greater price volatility than the
majority of mortgage pass-through securities or CMOs. In addition, some
inverse floater CMOs exhibit extreme sensitivity to changes in prepayments. As
a result, the yield to maturity of an inverse floater CMO is sensitive not
only to changes in interest rates but also to changes in prepayment rates on
the related underlying mortgage assets.

LOAN PARTICIPATIONS AND OTHER DIRECT INDEBTEDNESS

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

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

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

A Portfolio's ability to receive payments of principal, interest and other
amounts due in connection with these investments will depend primarily on the
financial condition of the borrower. In selecting the loan participations and
other direct investments which a Portfolio will purchase, the Sub-Adviser will
rely upon its (and not that of the original lending institutions) own credit
analysis of the borrower. As a Portfolio may be required to rely upon another
lending institution to collect and pass on to the Portfolio amounts payable
with respect to the loan and to enforce a Portfolio's rights under the loan,
an insolvency, bankruptcy or reorganization of the lending institution may
delay or prevent a Portfolio from receiving such amounts. In such cases, a
Portfolio will evaluate as well the creditworthiness of the lending
institution and will treat both the borrower and the lending institution as an
"issuer" of the loan participation for purposes of certain investment
restrictions pertaining to the diversification of a Portfolio's investments.
The highly leveraged nature of many such loans may make such loans especially
vulnerable to adverse changes in economic or market conditions. Investments in
such loans may involve additional risks to a Portfolio. For example, if a loan
is foreclosed, a Portfolio could become part owner of any collateral, and
would bear the costs and liabilities associated with owning and disposing of
the collateral. In addition, it is conceivable that under emerging legal
theories of lender liability, a Portfolio could be held liable as a co-lender.
It is unclear whether loans and other forms of direct indebtedness offer
securities law protections against fraud and misrepresentation. In the absence
of definitive regulatory guidance, a Portfolio relies on the Sub-Adviser's
research in an attempt to avoid situations where fraud or misrepresentation
could adversely affect the Portfolio. In addition, loan participations and
other direct investments may not be in the form of securities or may be
subject to restrictions on transfer, and only limited opportunities may exist
to resell such instruments. As a result, a Portfolio may be unable to sell
such investments at an opportune time or may have to resell them at less than
fair market value. To the extent that the Sub-Adviser determines that any such
investments are illiquid, a Portfolio will include them in the investment
limitations described below.

INDEXED SECURITIES

A Portfolio may purchase securities whose prices are indexed to the prices of
other securities, securities indices, currencies, precious metals or other
commodities, or other financial indicators. Index securities may include
securities that have embedded swaps (see "Swaps and Related Transactions") and
typically, but not always, are debt securities or deposits whose value at
maturity or coupon rate is determined by reference to a specific instrument or
statistic. Gold-indexed securities, for example, typically provide for a
maturity value that depends on the price of gold, resulting in a security
whose price tends to rise and fall together with gold prices. Currency-indexed
securities typically are short-term to intermediate-term debt securities whose
maturity values or interest rates are determined by reference to the values of
one or more specified foreign currencies, and may offer higher yields than
U.S. dollar-denominated securities of equivalent issuers. Currency-indexed
securities may be positively or negatively indexed; that is, their maturity
value may increase when the specified currency value increases, resulting in a
security that performs similarly to a foreign-denominated instrument, or their
maturity value may decline when foreign currencies increase, resulting in a
security whose price characteristics are similar to a put on the underlying
currency. Currency-indexed securities may also have prices that depend on the
values of a number of different foreign currencies relative to each other.

The performance of indexed securities depends to a great extent on the
performance of the security, currency, or other instrument to which they are
indexed, and may also be influenced by interest rate changes in the U.S. and
abroad. At the same time, indexed securities are subject to the credit risks
associated with the issuer of the security, and their values may decline
substantially if the issuer's creditworthiness deteriorates. Recent issuers of
indexed securities have included banks, corporations, and certain U.S.
Government agencies.

OTHER INVESTMENT COMPANIES

As indicated under "Investment Restrictions", a Portfolio may from time to
time invest in securities of other investment companies. The return on such
investments will be reduced by the operating expenses, including investment
advisory and administration fees, of such investment funds, and will be
further reduced by the Portfolio expenses, including management fees; that is,
there will be a layering of certain fees and expenses.

FOREIGN INVESTMENT COMPANIES

Some of the countries in which a Portfolio may invest may not permit direct
investment by outside investors. Investments in such countries may only be
permitted through foreign government-approved or -authorized investment
vehicles, which may include other investment companies. Investing through such
vehicles may involve frequent or layered fees or expenses and may also be
subject to limitation under the 1940 Act. Under the 1940 Act, a Portfolio may
invest up to 10% of its assets in shares of investment companies and up to 5%
of its assets in any one investment company as long as the investment does not
represent more than 3% of the voting stock of the acquired investment company.

SWAPS AND RELATED TRANSACTIONS

A Portfolio may enter into interest rate swaps, currency swaps and other
types of available swap agreements, such as caps, collars and floors.

Swap agreements may be individually negotiated and structured to include
exposure to a variety of different types of investments or market factors.
Depending on their structure, swap agreements may increase or decrease a
Portfolio's exposure to long or short-term interest rates (in the U.S. or
abroad), foreign currency values, mortgage securities, corporate borrowing
rates, or other factors such as securities prices or inflation rates. Swap
agreements can take many different forms and are known by a variety of names.
A Portfolio is not limited to any particular form or variety of swap agreement
if the Sub-Adviser determines it is consistent with the Portfolio's investment
objective and policies.

A Portfolio will maintain cash or appropriate liquid assets with its
custodian to cover its current obligations under swap transactions. If a
Portfolio enters into a swap agreement on a net basis (i.e., the two payment
streams are netted out, with the Portfolio receiving or paying as the case may
be, only the net amount of the two payments), the Portfolio will maintain cash
or liquid assets with its Custodian with a daily value at least equal to the
excess, if any, of the Portfolio's accrued obligations under the swap
agreement over the accrued amount the Portfolio is entitled to receive under
the agreement. If the Portfolio enters into a swap agreement on other than a
net basis, it will maintain cash or liquid assets with a value equal to the
full amount of the Portfolio's accrued obligations under the agreement.

The most significant factor in the performance of swaps, caps, floors and
collars is the change in the specific interest rate, currency or other factor
that determines the amount of payments to be made under the arrangement. If a
Sub-Adviser is incorrect in its forecasts of such factors, the investment
performance of the Portfolio would be less than what it would have been if
these investment techniques had not been used. If a swap agreement calls for
payments by the Portfolio, the Portfolio must be prepared to make such
payments when due. In addition, if the counterparty's creditworthiness
declined, the value of the swap agreement would be likely to decline,
potentially resulting in losses. If the counterparty defaults, the Portfolio's
risk of loss consists of the net amount of payments that the Portfolio is
contractually entitled to receive. The Portfolio anticipates that it will be
able to eliminate or reduce its exposure under these arrangements by
assignment or other disposition or by entering into an offsetting agreement
with the same or another counterparty.

DERIVATIVE INSTRUMENTS

GENERAL DESCRIPTION. As discussed in the Prospectus, the Sub-Advisers for
certain Portfolios may use a variety of derivative instruments, including
options, futures contracts (sometimes referred to as "futures"), options on
futures contracts, and forward currency contracts for any lawful purpose, such
as to hedge a Portfolio's investments, risk management, or to attempt to
enhance returns.

The use of these instruments is subject to applicable regulations of the SEC,
the several options and futures exchanges upon which they may be traded, the
Commodity Futures Trading Commission ("CFTC") and various state regulatory
authorities. In addition, a Portfolio's ability to use these instruments will
be limited by tax considerations.

In addition to the products, strategies and risks described below and in the
Prospectus, the Sub-Advisers expect to discover additional derivative
instruments and other hedging techniques. These new opportunities may become
available as the Sub-Advisers develop new techniques or as regulatory
authorities broaden the range of permitted transactions. The Sub-Advisers may
utilize these opportunities to the extent that they are consistent with a
Portfolio's investment objective and permitted by a Portfolio's investment
limitations and applicable regulatory authorities.

SPECIAL RISKS OF THESE INSTRUMENTS. The use of derivative instruments
involves special considerations and risks as described below. Risks
pertaining to particular instruments are described in the sections that
follow.

(1) Successful use of most of these instruments depends upon a
Sub-Adviser's ability to predict movements of the overall securities and
currency markets, which requires different skills than predicting changes in
the prices of individual securities. While the Sub-Advisers are experienced
in the use of these instruments, there can be no assurance that any particular
strategy adopted will succeed.

(2) There might be imperfect correlation, or even no correlation,
between price movements of an instrument and price movements of investments
being hedged. For example, if the value of an instrument used in a short
hedge (such as writing a call option, buying a put option, or selling a
futures contract) increased by less than the decline in value of the hedged
investment, the hedge would not be fully successful. Such a lack of
correlation might occur due to factors unrelated to the value of the
investments being hedged, such as speculative or other pressures on the
markets in which these instruments are traded. The effectiveness of hedges
using instruments on indices will depend on the degree of correlation between
price movements in the index and price movements in the investments being
hedged.

(3) Hedging strategies, if successful, can reduce risk of loss by
wholly or partially offsetting the negative effect of unfavorable price
movements in the investments being hedged. However, hedging strategies can
also reduce opportunity for gain by offsetting the positive effect of
favorable price movements in the hedged investments. For example, if a
Portfolio entered into a short hedge because the Sub-Adviser projected a
decline in the price of a security in the Portfolio's investments, and the
price of that security increased instead, the gain from that increase might be
wholly or partially offset by a decline in the price of the instrument.
Moreover, if the price of the instrument declined by more than the increase in
the price of the security, a Portfolio could suffer a loss.

(4) As described below, a Portfolio might be required to maintain
assets as "cover," maintain segregated accounts, or make margin payments when
it takes positions in these instruments involving obligations to third parties
(i.e., instruments other than purchased options). If a Portfolio were unable
to close out its positions in such instruments, it might be required to
continue to maintain such assets or accounts or make such payments until the
position expired or matured. The requirements might impair a Portfolio's
ability to sell a portfolio security or make an investment at a time when it
would otherwise be favorable to do so, or require that a Portfolio sell a
portfolio security at a disadvantageous time. A Portfolio's ability to close
out a position in an instrument prior to expiration or maturity depends on the
existence of a liquid secondary market or, in the absence of such a market,
the ability and willingness of the other party to the transaction ("counter
party") to enter into a transaction closing out the position. Therefore,
there is no assurance that any hedging position can be closed out at a time
and price that is favorable to a Portfolio.

GENERAL LIMITATIONS ON CERTAIN DERIVATIVE TRANSACTIONS. The Trust will file a
notice of eligibility for exclusion from the definition of the term "commodity
pool operator" with the CFTC and the National Futures Association, which
regulate trading in the futures markets. Pursuant to Rule 4.5 of the
regulations under the Commodity Exchange Act (the "CEA"), the notice of
eligibility will include representations that the Trust will use futures
contracts and related options solely for bona fide hedging purposes within the
meaning of CFTC regulations, provided that the Trust may hold other positions
in futures contracts and related options that do not qualify as a bona fide
hedging position if the aggregate initial margin deposits and premiums
required to establish these positions, less the amount by which any such
options positions are "in the money," do not exceed 5% of the Trust's net
assets. Adoption of these guidelines does not limit the percentage of the
Trust's assets at risk to 5%.

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

The foregoing limitations are not fundamental policies of the Portfolios and
may be changed by the Trust's Board of Trustees without shareholder approval
as regulatory agencies permit.

Transactions using options (other than purchased options) expose a Portfolio
to counter-party risk. To the extent required by SEC guidelines, a Portfolio
will not enter into any such transactions unless it owns either (1) an
offsetting ("covered") position in securities, other options, or futures or
(2) cash and liquid high grade debt securities with a value sufficient at all
times to cover its potential obligations to the extent not covered as provided
in (1) above. A Portfolio will also set aside cash and/or appropriate liquid
assets in a segregated custodial account if required to do so by the SEC and
CFTC regulations. Assets used as cover or held in a segregated account cannot
be sold while the position in the corresponding option or futures contract is
open, unless they are replaced with similar assets. As a result, the
commitment of a large portion of a Portfolio's assets to segregated accounts
as a cover could impede portfolio management or the Portfolio's ability to
meet redemption requests or other current obligations.

OPTIONS. A Portfolio may purchase and write put and call options on
securities, on indices of securities, and foreign currency, and enter into
closing transactions with respect to such options to terminate an existing
position. The purchase of call options serves as a long hedge, and the
purchase of put options serves as a short hedge. Writing put or call options
can enable a Portfolio to enhance income by reason of the premiums paid by the
purchaser of such options. Writing call options serves as a limited short
hedge because declines in the value of the hedged investment would be offset
to the extent of the premium received for writing the option. However, if the
security appreciates to a price higher than the exercise price of the call
option, it can be expected that the option will be exercised and the Portfolio
will be obligated to sell the security at less than its market value or will
be obligated to purchase the security at a price greater than that at which
the security must be sold under the option. All or a portion of any assets
used as cover for OTC options written by a Portfolio would be considered
illiquid to the extent described under "Illiquid or Restricted Securities."
Writing put options serves as a limited long hedge because increases in the
value of the hedged investment would be offset to the extent of the premium
received for writing the option. However, if the security depreciates to a
price lower than the exercise price of the put option, it can be expected that
the put option will be exercised and the Portfolio will be obligated to
purchase the security at more than its market value.

The value of an option position will reflect, among other things, the
historical price volatility of the underlying investment, the current market
value of the underlying investment, the time remaining until expiration, the
relationship of the exercise price to the market price of the underlying
investment, and general market conditions. Options that expire unexercised
have no value. Options used by a Portfolio may include European-style options.
This means that the option is only exercisable at its expiration. This is in
contrast to American-style options which are exercisable at any time prior to
the expiration date of the option.

A Portfolio may effectively terminate its right or obligation under an option
by entering into a closing transaction. For example, a Portfolio may
terminate its obligation under a call or put option that it had written by
purchasing an identical call or put option; this is known as a closing
purchase transaction. Conversely, a Portfolio may terminate a position in a
put or call option it had purchased by writing an identical put or call
option; this is known as a closing sale transaction. Closing transactions
permit a Portfolio to realize the profit or limit the loss on an option
position prior to its exercise or expiration.

A Portfolio may purchase or write both exchange-traded and OTC options.
Exchange-traded options are issued by a clearing organization affiliated with
the exchange on which the option is listed that, in effect, guarantees
completion of every exchange-traded option transaction. OTC options are
contracts between a Portfolio and the other party to the transaction ("counter
party") (usually a securities dealer or a bank) with no clearing organization
guarantee. Thus, when a Portfolio purchases or writes an OTC option, it
relies on the counter party to make or take delivery of the underlying
investment upon exercise of the option. Failure by the counter party to do so
would result in the loss of any premium paid by a Portfolio as well as the
loss of any expected benefit of the transaction.

A Portfolio's ability to establish and close out positions in exchange-listed
options depends on the existence of a liquid market. The Portfolios intend to
purchase or write only those exchange-traded options for which there appears
to be a liquid secondary market. However, there can be no assurance that such
a market will exist at any, particular time. Closing transactions can be made
for OTC options only by negotiating directly with the counter party, or by a
transaction in the secondary market if any such market exists. Although a
Portfolio will enter into OTC options only with counter parties that are
expected to be capable of entering into closing transactions with the
Portfolio, there is no assurance that the Portfolio will in fact be able to
close out an OTC option at a favorable price prior to expiration. In the
event of insolvency of the counter party, a Portfolio might be unable to close
out an OTC option position at any time prior to its expiration.

If a Portfolio were unable to effect a closing transaction for an option it
had purchased, it would have to exercise the option to realize any profit. The
inability to enter into a closing purchase transaction for a covered call
option written by a Portfolio could cause material losses because the
Portfolio would be unable to sell the investment used as cover for the written
option until the option expires or is exercised.

A Portfolio may engage in options transactions on indices in much the same
manner as the options on securities discussed above, except the index options
may serve as a hedge against overall fluctuations in the securities markets
in general.

The writing and purchasing of options is a highly specialized activity that
involves investment techniques and risks different from those associated with
ordinary portfolio securities transactions. Imperfect correlation between the
options and securities markets may detract from the effectiveness of attempted
hedging.

YIELD CURVE OPTIONS: A Portfolio may also enter into options on the "spread,"
or yield differential, between two fixed income securities, in transactions
referred to as "yield curve" options. In contrast to other types of options, a
yield curve option is based on the difference between the yields of designated
securities, rather than the prices of the individual securities, and is
settled through cash payments. Accordingly, a yield curve option is profitable
to the holder if this differential widens (in the case of a call) or narrows
(in the case of a put), regardless of whether the yields of the underlying
securities increase or decrease.

Yield curve options may be used for the same purposes as other options on
securities. Specifically, a Portfolio may purchase or write such options for
hedging purposes. For example, a Portfolio may purchase a call option on the
yield spread between two securities, if it owns one of the securities and
anticipates purchasing the other security and wants to hedge against an
adverse change in the yield spread between the two securities. A Portfolio may
also purchase or write yield curve options for other than hedging purposes
(i.e., in an effort to increase its current income) if, in the judgment of the
Sub-Adviser, a Portfolio will be able to profit from movements in the spread
between the yields of the underlying securities. The trading of yield curve
options is subject to all of the risks associated with the trading of other
types of options. In addition, however, such options present risk of loss even
if the yield of one of the underlying securities remains constant, if the
spread moves in a direction or to an extent which was not anticipated. Yield
curve options written by a Portfolio will be "covered". A call (or put) option
is covered if the Portfolio holds another call (or put) option on the spread
between the same two securities and maintains in a segregated account with its
custodian cash or cash equivalents sufficient to cover the Portfolio's net
liability under the two options. Therefore, a Portfolio's liability for such a
covered option is generally limited to the difference between the amount of
the Portfolio's liability under the option written by the Portfolio less the
value of the option held by the Portfolio. Yield curve options may also be
covered in such other manner as may be in accordance with the requirements of
the counterparty with which the option is traded and applicable laws and
regulations. Yield curve options are traded over-the-counter and because they
have been only recently introduced, established trading markets for these
securities have not yet developed.

The staff of the SEC has taken the position that purchased over-the-counter
options and assets used to cover written over-the-counter options are illiquid
and, therefore, together with other illiquid securities, cannot exceed a
certain percentage of the Portfolio's assets (the "SEC illiquidity ceiling").
The Sub-Advisers intend to limit a Portfolio's writing of over-the-counter
options in accordance with the following procedure. Except as provided below,
the Portfolios intend to write over-the-counter options only with primary U.S.
government securities dealers recognized by the Federal Reserve Bank of New
York. Also, the contracts which a Portfolio will have in place with such
primary dealers will provide that the Portfolio has the absolute right to
repurchase an option it writes at any time at a price which represents the
fair market value, as determined in good faith through negotiation between the
parties, but which in no event will exceed a price determined pursuant to a
formula in the contract. Although the specific formula may vary between
contracts with different primary dealers, the formula will generally be based
on a multiple of the premium received by the Portfolio for writing the option,
plus the amount, if any, of the option's intrinsic value (i.e., the amount
that the option is in-the-money). The formula may also include a factor to
account for the difference between the price of the security and the strike
price of the option if the option is written out-of-money. A Portfolio will
treat all or a part of the formula price as illiquid for purposes of the SEC
illiquidity ceiling. A Portfolio may also write over-the-counter options with
non-primary dealers, including foreign dealers, and will treat the assets used
to cover these options as illiquid for purposes of such SEC illiquidity
ceiling.

SPREAD TRANSACTIONS. A Portfolio may purchase covered spread options from
securities dealers. Such covered spread options are not presently
exchange-listed or exchange-traded. The purchase of a spread option gives a
Portfolio the right to put, or sell, a security that it owns at a fixed dollar
spread or fixed yield spread in relationship to another security that a
Portfolio does not own, but which is used as a benchmark. The risk to the
Portfolio in purchasing covered spread options is the cost of the premium paid
for the spread option and any transaction costs. In addition, there is no
assurance that closing transactions will be available. The purchase of spread
options will be used to protect the Portfolio against adverse changes in
prevailing credit quality spreads, i.e., the yield spread between high quality
and lower quality securities. Such protection is only provided during the
life of the spread option.

FUTURES CONTRACTS. A Portfolio may enter into futures contracts, including
interest rate, index, and foreign currency futures. A Portfolio may also
purchase put and call options, and write covered put and call options, on
futures in which it is allowed to invest. The purchase of futures or call
options thereon can serve as a long hedge, and the sale of futures or the
purchase of put options thereon can serve as a short hedge. Writing covered
call options on futures contracts can serve as a limited short hedge, and
writing covered put options on futures contracts can serve as a limited long
hedge, using a strategy similar to that used for writing covered options in
securities. A Portfolio's hedging may include purchases of futures as an
offset against the effect of expected increases in securities prices and
currency exchange rates and sales of futures as an offset against the effect
of expected declines in securities prices and currency exchange rates. A
Portfolio's futures transactions may be entered into for any lawful purpose
such as hedging purposes, risk management, or to enhance returns. A Portfolio
may also write put options on futures contracts while at the same time
purchasing call options on the same futures contracts in order to create
synthetically a long futures contract position. Such options would have the
same strike prices and expiration dates. A Portfolio will engage in this
strategy only when a Sub-Adviser believes it is more advantageous to the
Portfolio than is purchasing the futures contract.

To the extent required by regulatory authorities, the Portfolios only enter
into futures contracts that are traded on national futures exchanges and are
standardized as to maturity date and underlying financial instrument. Futures
exchanges and trading are regulated under the CEA by the CFTC. Although
techniques other than sales and purchases of futures contracts could be used
to reduce a Portfolio's exposure to market, currency, or interest rate
fluctuations, the Portfolio may be able to hedge its exposure more effectively
and perhaps at a lower cost through using futures contracts.

A futures contract provides for the future sale by one party and purchase by
another party of a specified amount of a specific financial instrument (e.g.
debt security) or currency for a specified price at a designated date, time,
and place. An index futures contract is an agreement pursuant to which the
parties agree to take or make delivery of an amount of cash equal to the
difference between the value of the index at the close of the last trading day
of the contract and the price at which the index futures contract was
originally written. Transaction costs are incurred when a futures contract is
bought or sold and margin deposits must be maintained. A futures contract may
be satisfied by delivery or purchase, as the case may be, of the instrument,
the currency, or by payment of the change in the cash value of the index.
More commonly, futures contracts are closed out prior to delivery by entering
into an offsetting transaction in a matching futures contract. Although the
value of an index might be a function of the value of certain specified
securities, no physical delivery of those securities is made. If the
offsetting purchase price is less than the original sale price, the Portfolio
realizes a gain; if it is more, the Portfolio realizes a loss. Conversely, if
the offsetting sale price is more than the original purchase price, the
Portfolio realizes a gain; if it is less, the Portfolio realizes a loss. The
transaction costs must also be included in these calculations. There can be
no assurance, however, that a Portfolio will be able to enter into an
offsetting transaction with respect to a particular futures contract at a
particular time. If the Portfolio is not able to enter into an offsetting
transaction, the Portfolio will continue to be required to maintain the margin
deposits on the futures contract.

No price is paid by a Portfolio upon entering into a futures contract.
Instead, at the inception of a futures contract, the Portfolio is required to
deposit in a segregated account with its custodian, in the name of the futures
broker through whom the transaction was effected, "initial margin" consisting
of cash, U.S. Government securities or other liquid, high grade debt
obligations, in an amount generally equal to 10% or less of the contract
value. Margin must also be deposited when writing a call or put option on a
futures contract, in accordance with applicable exchange rules. Unlike margin
in securities transactions, initial margin on futures contracts does not
represent a borrowing, but rather is in the nature of a performance bond or
good-faith deposit that is returned to the Portfolio at the termination of the
transaction if all contractual obligations have been satisfied. Under certain
circumstances, such as periods of high volatility, the Portfolio may be
required by an exchange to increase the level of its initial margin payment,
and initial margin requirements might be increased generally in the future by
regulatory action.

Subsequent "variation margin" payments are made to and from the futures
broker daily as the value of the futures position varies, a process known as
"marking to market." Variation margin does not involve borrowing, but rather
represents a daily settlement of the Portfolio's obligations to or from a
futures broker. When a Portfolio purchases an option on a future, the premium
paid plus transaction costs is all that is at risk. In contrast, when the
Portfolio purchases or sells a futures contract or writes a call or put option
thereon, it is subject to daily variation margin calls that could be
substantial in the event of adverse price movements. If a Portfolio has
insufficient cash to meet daily variation margin requirements, it might need
to sell securities at a time when such sales are disadvantageous. Purchasers
and sellers of futures positions and options on futures can enter into
offsetting closing transactions by selling or purchasing, respectively, an
instrument identical to the instrument held or written. Positions in futures
and options on futures may be closed only on an exchange or board of trade
that provides a secondary market. The Portfolios intend to enter into futures
transactions only on exchanges or boards of trade where there appears to be a
liquid secondary market. However, there can be no assurance that such a
market will exist for a particular contract at a particular time.

Under certain circumstances, futures exchanges may establish daily limits on
the amount that the price of a future or option on a futures contract can vary
from the previous day's settlement price; once that limit is reached, no
trades may be made that day at a price beyond the limit. Daily price limits
do not limit potential losses because prices could move to the daily limit for
several consecutive days with little or no trading, thereby preventing
liquidation of unfavorable positions.

If a Portfolio were unable to liquidate a futures or option on a futures
contract position due to the absence of a liquid secondary market or the
imposition of price limits, it could incur substantial losses. The Portfolio
would continue to be subject to market risk with respect to the position. In
addition, except in the case of purchased options, the Portfolio would
continue to be required to make daily variation margin payments and might be
required to maintain the position being hedged by the future or option or to
maintain cash or securities in a segregated account.

Certain characteristics of the futures market might increase the risk that
movements in the prices of futures contracts or options on futures contracts
might not correlate perfectly with movements in the prices of the investments
being hedged. For example, all participants in the futures and options on
futures contracts markets are subject to daily variation margin calls and
might be compelled to liquidate futures or options on futures contracts
positions whose prices are moving unfavorably to avoid being subject to
further calls. These liquidations could increase price volatility of the
instruments and distort the normal price relationship between the futures or
options and the investments being hedged. Also, because initial margin
deposit requirements in the futures market are less onerous than margin
requirements in the securities markets, there might be increased participation
by speculators in the future markets. This participation also might cause
temporary price distortions. In addition, activities of large traders in both
the futures and securities markets involving arbitrage, "program trading" and
other investment strategies might result in temporary price distortions.

FOREIGN CURRENCY-RELATED DERIVATIVE STRATEGIES-SPECIAL CONSIDERATIONS. A
Portfolio may also use options and futures on foreign currencies and forward
currency contracts to hedge against movements in the values of the foreign
currencies in which the Portfolio's securities are denominated. The Portfolio
may utilize foreign currency-related derivative instruments for any lawful
purposes such as for bona fide hedging or to seek to enhance returns through
exposure to a particular foreign currency. Such currency hedges can protect
against price movements in a security the Portfolio owns or intends to acquire
that are attributable to changes in the value of the currency in which it is
denominated. Such hedges do not, however, protect against price movements in
the securities that are attributable to other causes.

A Portfolio might seek to hedge against changes in the value of a particular
currency when no hedging instruments on that currency are available or such
hedging instruments are more expensive than certain other hedging instruments.
In such cases, the Portfolio may hedge against price movements in that
currency by entering into transactions using hedging instruments on another
foreign currency or a basket of currencies, the values of which the
Sub-Adviser believes will have a high degree of positive correlation to the
value of the currency being hedged. The risk that movements in the price of
the hedging instrument will not correlate perfectly with movements in the
price of the currency being hedged is magnified when this strategy is used.

The value of derivative instruments on foreign currencies depends on the
value of the underlying currency relative to the U.S. dollar. Because foreign
currency transactions occurring in the interbank market might involve
substantially larger amounts than those involved in the use of such hedging
instruments, the Portfolio could be disadvantaged by having to deal in the odd
lot market (generally consisting of transactions of less than $1 million) for
the underlying foreign currencies at prices that are less favorable than for
round lots.

There is no systematic reporting of last sale information for foreign
currencies or any regulatory requirement that quotations available through
dealers or other market sources be firm or revised on a timely basis.
Quotation information generally is representative of very large transactions
in the interbank market and thus might not reflect odd-lot transactions where
rates might be less favorable. The interbank market in foreign currencies is
a global, round-the-clock market. To the extent the U.S. options or futures
markets are closed while the markets for the underlying currencies remain
open, significant price and rate movements might take place in the underlying
markets that cannot be reflected in the markets for the derivative instruments
until they reopen.

Settlement of derivative transactions involving foreign currencies might be
required to take place within the country issuing the underlying currency.
Thus, the Portfolio might be required to accept or make delivery of the
underlying foreign currency in accordance with any U.S. or foreign regulations
regarding the maintenance of foreign banking arrangements by U.S. residents
and might be required to pay any fees, taxes and charges associated with such
delivery assessed in the issuing country.

Permissible foreign currency options will include options traded primarily in
the OTC market. Although options on foreign currencies are traded primarily
in the OTC market, the Portfolio will normally purchase OTC options on foreign
currency only when the Sub-Adviser believes a liquid secondary market will
exist for a particular option at any specific time.

FORWARD CURRENCY CONTRACTS. A forward currency contract involves an
obligation to purchase or sell a specific currency at a specified future date,
which may be any fixed number of days from the contract date agreed upon by
the parties, at a price set at the time the contract is entered into.

A Portfolio may enter into forward currency contracts to purchase or sell
foreign currencies for a fixed amount of U.S. dollars or another foreign
currency for any lawful purpose. Such transactions may serve as long hedges
- -- for example, a Portfolio may purchase a forward currency contract to lock
in the U.S. dollar price of a security denominated in a foreign currency that
a Portfolio intends to acquire. Forward currency contracts may also serve as
short hedges -- for example, the Portfolio may sell a forward currency
contract to lock in the U.S. dollar equivalent of the proceeds from the
anticipated sale of a security denominated in a foreign currency.

A Portfolio may seek to hedge against changes in the value of a particular
currency by using forward contracts on another foreign currency or a basket of
currencies, the value of which the Sub-Adviser believes will have a positive
correlation to the values of the currency being hedged. In addition, the
Portfolio may use forward currency contracts to shift exposure to foreign
currency fluctuations from one country to another. For example, if a
Portfolio owns securities denominated in a foreign currency and the
Sub-Adviser believes that currency will decline relative to another currency,
it might enter into a forward contract to sell an appropriate amount of the
first foreign currency, with payment to be made in the second foreign
currency. Transactions that use two foreign currencies are sometimes referred
to as "cross hedges." Use of different foreign currency magnifies the risk
that movements in the price of the instrument will not correlate or will
correlate unfavorably with the foreign currency being hedged.

The cost to the Portfolio of engaging in forward currency contracts varies
with factors such as the currency involved, the length of the contract period
and the market conditions then prevailing. Because forward currency contracts
are usually entered into on a principal basis, no fees or commissions are
involved. When the Portfolio enters into a forward currency contract, it
relies on the counter party to make or take delivery of the underlying
currency at the maturity of the contract. Failure by the counter party to do
so would result in the loss of any expected benefit of the transaction.

As is the case with futures contracts, holders and writers of forward
currency contracts can enter into offsetting closing transactions, similar to
closing transactions on futures, by selling or purchasing, respectively, an
instrument identical to the instrument held or written. Secondary markets
generally do not exist for forward currency contracts, with the result that
closing transactions generally can be made for forward currency contracts only
by negotiating directly with the counter party. Thus, there can be no
assurance that the Portfolio will in fact be able to close out a forward
currency contract at a favorable price prior to maturity. In addition, in the
event of insolvency of the counter party, the Portfolio might be unable to
close out a forward currency contract at any time prior to maturity. In
either event, the Portfolio would continue to be subject to market risk with
respect to the position, and would continue to be required to maintain a
position in securities denominated in the foreign currency or to maintain cash
or securities in a segregated account.

The precise matching of forward currency contract amounts and the value of
the securities involved generally will not be possible because the value of
such securities, measured in the foreign currency, will change after the
foreign currency contract has been established. Thus, the Portfolio might
need to purchase or sell foreign currencies in the spot (cash) market to the
extent such foreign currencies are not covered by forward contracts. The
projection of short-term currency market movements is extremely difficult, and
the successful execution of a short-term hedging strategy is highly uncertain.

FOREIGN CURRENCY TRANSACTIONS

Although the Strong International Stock Portfolio values its assets daily in
U.S. dollars, it is not required to convert its holdings of foreign currencies
to U.S. dollars on a daily basis. The Portfolio's foreign currencies generally
will be held as "foreign currency call accounts" at foreign branches of
foreign or domestic banks. These accounts bear interest at negotiated rates
and are payable upon relatively short demand periods. If a bank became
insolvent, the Portfolio could suffer a loss of some or all of the amounts
deposited. The Portfolio may convert foreign currency to U.S. dollars from
time to time. Although foreign exchange dealers generally do not charge a
stated commission or fee for conversion, the prices posted generally include a
"spread," which is the difference between the prices at which the dealers are
buying and selling foreign currencies.

HYBRID INSTRUMENTS

Hybrid Instruments have recently been developed and combine the elements of
futures contracts or options with those of debt, preferred equity or a
depository instrument. Often these Hybrid Instruments are indexed to the price
of a commodity, a particular currency, or a domestic or foreign debt or equity
securities index. Hybrid Instruments may take a variety of forms, including,
but not limited to, debt instruments with interest or principal payments or
redemption terms determined by reference to the value of a currency or
commodity or securities index at a future point in time, preferred stock with
dividend rates determined by reference to the value of a currency, or
convertible securities with the conversion terms related to a particular
commodity.

The risks of investing in Hybrid Instruments reflect a combination of the
risks of investing in securities, options, futures and currencies, including
volatility and lack of liquidity. Reference is made to the discussion of
futures, options, and forward contracts herein for a discussion of these
risks. Further, the prices of the Hybrid Instrument and the related commodity
or currency may not move in the same direction or at the same time. Hybrid
Instruments may bear interest or pay preferred dividends at below market (or
even relatively nominal) rates. Alternatively, Hybrid Instruments may bear
interest at above market rates but bear an increased risk of principal loss
(or gain). In addition, because the purchase and sale of Hybrid Instruments
could take place in an over-the-counter market or in a private transaction
between a Portfolio and the seller of the Hybrid Instrument, the
creditworthiness of the counterparty to the transaction would be a risk factor
which a Portfolio would have to consider. Hybrid Instruments also may not be
subject to regulation by the CFTC, which generally regulates the trading of
commodity futures by U.S. persons, the SEC (which regulates the offer and sale
of securities by and to U.S. persons), or any other governmental regulatory
authority.

COMBINED TRANSACTIONS

The Portfolios may enter into multiple transactions, including multiple
options transactions, multiple futures transactions, multiple foreign currency
transactions (including forward foreign currency exchange contracts) and any
combination of futures, options and foreign currency transactions, instead of
a single transaction, as part of a single hedging strategy when, in the
opinion of a Sub-Adviser, it is in the best interest of a Portfolio to do so.
A combined transaction, while part of a single strategy, may contain elements
of risk that are present in each of its component transactions and will be
structured in accordance with applicable SEC regulations and SEC staff
guidelines.

INVESTMENT RESTRICTIONS

FUNDAMENTAL INVESTMENT RESTRICTIONS

The following investment restrictions are fundamental and may not be changed
with respect to any Portfolio without the approval of a majority of the
outstanding voting securities of that Portfolio. Under the 1940 Act and the
rules thereunder, "majority of the outstanding voting securities" of a
Portfolio means the lesser of (1) 67% of the shares of that Portfolio present
at a meeting if the holders of more than 50% of the outstanding shares of that
Portfolio are present in person or by proxy, and (2) more than 50% of the
outstanding shares of that Portfolio. Any investment restrictions which
involve a maximum percentage of securities or assets shall not be considered
to be violated unless an excess over the percentage occurs immediately after,
and is caused by, an acquisition or encumbrance of securities or assets of, or
borrowings by or on behalf of, a Portfolio, as the case may be.

STRONG INTERNATIONAL STOCK PORTFOLIO AND STRONG GROWTH PORTFOLIO

Each of the Strong Portfolios:

1. May not with respect to 75% of its total assets, purchase the
securities of any issuer (except securities issued or guaranteed by the U.S.
government or its agencies or instrumentalities) if, as a result, (i) more
than 5% of the Portfolio's total assets would be invested in the securities of
that issuer, or (ii) the Portfolio would hold more than 10% of the outstanding
voting securities of that issuer.

2. May (i) borrow money from banks and (ii) make other investments or
engage in other transactions permissible under the 1940 Act which may involve
a borrowing such as reverse repurchase agreement and mortgage "dollar roll"
transactions, provided that the combination of (i) and (ii) shall not exceed
33 1/3% of the value of the Portfolio's total assets (including the amount
borrowed), less the Portfolio's liabilities (other than borrowings), except
that the Portfolio may borrow up to an additional 5% of its total assets (not
including the amount borrowed) from a bank for temporary or emergency purposes
(but not for leverage or the purchase of investments). The Portfolio may also
borrow money from the other Strong Funds for which it serves as investment
adviser or other persons to the extent permitted by applicable law.

3. May not issue senior securities, except as permitted under the 1940
Act.

4. May not act as an underwriter of another issuer's securities, except
to the extent that the Portfolio may be deemed to be an underwriter within
the meaning of the 1933 Act in connection with the purchase and sale of
portfolio securities.

5. May not purchase or sell physical commodities unless acquired as a
result of ownership of securities or other instruments (but this shall not
prevent the Portfolio from purchasing or selling options, futures contracts,
or other derivative instruments, or from investing in securities or other
instruments backed by physical commodities).

6. May not make loans if, as a result, more than 33 1/3% of the
Portfolio's total assets would be lent to other persons, except through (i)
purchases of debt securities or other debt instruments, or (ii) engaging in
repurchase agreements.

7. May not purchase the securities of any issuer if, as a result, more
than 25% of the Portfolio's total assets would be invested in the securities
of issuers, the principal business activities of which are in the same
industry.

8. May not purchase or sell real estate unless acquired as a result of
ownership of securities or other instruments (but this shall not prohibit the
Portfolio from purchasing or selling securities or other instruments backed by
real estate or of issuers engaged in real estate activities).

9. May, notwithstanding any other fundamental investment policy or
restriction, invest all of its assets in the securities of a single open-end
management investment company with substantially the same fundamental
investment objective, policies, and restrictions as the Portfolio.

SALOMON U.S. QUALITY BOND PORTFOLIO

The Salomon U.S. Quality Bond Portfolio may not:

(1) Own more than 10% of the outstanding voting securities of any one
issuer, and as to seventy-five percent (75%) of the value of the total assets
of the Portfolio, purchase the securities of any one issuer (except cash items
and "government securities" as defined under the 1940 Act, if immediately
after and as a result of such purchase, the value of the holdings of the
Portfolio in the securities of such issuer exceeds 5% of the value of the
Portfolio's total assets.

(2) Invest more than 25% of the value of its respective assets in any
particular industry (other than U.S. Government securities).

(3) Invest directly in real estate or interests in real estate; however,
the Portfolio may own debt or equity securities issued by companies engaged in
those businesses.

(4) Purchase or sell physical commodities other than foreign currencies
unless acquired as a result of ownership of securities (but this limitation
shall not prevent the Portfolio from purchasing or selling options, futures,
swaps and forward contracts or from investing in securities or other
instruments backed by physical commodities).

(5) Lend any security or make any other loan if, as a result, more than
25% of the Portfolio's total assets would be lent to other parties (but this
limitation does not apply to purchases of commercial paper, debt securities or
repurchase agreements).

(6) Act as an underwriter of securities issued by others, except to the
extent that the Portfolio may be deemed an underwriter in connection with the
disposition of portfolio securities of the Portfolio.

(7) Invest more than 15% of the Portfolio's net assets in securities
which are restricted as to disposition under federal securities law, or
securities with other legal or contractual restrictions or resale. This
limitation does not apply to securities eligible for resale pursuant to Rule
144A of the 1933 Act which the Board of Trustees has determined to be liquid.

(8) Purchase or retain the securities of any issuer if any of the
officers, trustees or directors of the Trust or the investment adviser or
sub-adviser owns beneficially more than 1/2 of 1% of the securities of such
issuer and together they own more than 5% of the securities of such issuer.

(9) The Portfolio will not issue senior securities except that it may
borrow money for temporary or emergency purposes (not for leveraging or
investment) in an amount not exceeding 25% of the value of its respective
total assets (including the amount borrowed) less liabilities (other than
borrowings). If borrowings exceed 25% of the value of the Portfolio's total
assets by reason of a decline in net assets, the Portfolio will reduce its
borrowings within three business days to the extent necessary to comply with
the 25% limitation. This policy shall not prohibit reverse repurchase
agreements, deposits of assets to margin or guarantee positions in futures,
options, swaps and forward contracts, or the segregation of assets in
connection with such contracts.

SALOMON MONEY MARKET PORTFOLIO

The Salomon Money Market Portfolio may not:

(1) purchase any securities which would cause more than 25% of the value
of its total assets at the time of such purchase to be invested in securities
of one or more issuers conducting their principal business activities in the
same industry, provided that there is no limitation with respect to
investment in obligations issued or guaranteed by the U.S. government, its
agencies or instrumentalities, with respect to bank obligations or with
respect to repurchase agreements collateralized by any of such obligations;

(2) own more than 10% of the outstanding voting stock or other
securities, or both, of any one issuer (other than securities of the U.S.
government or any agency or instrumentality thereof);

(3) purchase shares of other investment companies (except as part of a
merger, consolidation or reorganization or purchase of assets approved by the
Portfolio's shareholders), provided that the Portfolio may purchase shares of
any registered open-end investment company that determines its net asset value
per share based on the amortized cost- or penny-rounding method, if
immediately after any such purchase the Portfolio does not (a) own more than
3% of the outstanding voting stock of any one investment company, (b) invest
more than 5% of the value of its total assets in any one investment company,
or (c) invest more than 10% of the value of its total assets in the aggregate
in securities of investment companies;

(4) purchase securities on margin (except for delayed delivery or
when-issued transactions or such short-term credits as are necessary for the
clearance of transactions);

(5) sell securities short;

(6) purchase or sell commodities or commodity contracts, including
futures contracts;

(7) invest for the purpose of exercising control over management of any
company;

(8) make loans, except that the Portfolio may (a) purchase and hold debt
instruments (including bonds, debentures or other obligations and certificates
of deposit, banker's acceptances and fixed time deposits) in accordance with
its investment objectives and policies; and (b) enter into repurchase
agreements with respect to portfolio securities;

(9) underwrite the securities of other issuers, except to the extent
that the purchase of investments directly from the issuer thereof and later
disposition of such securities in accordance with the Portfolio's investment
program may be deemed to be an underwriting;

(10) purchase real estate or real estate limited partnership interests
(other than money market securities secured by real estate or interests
therein or securities issued by companies that invest in real estate or
interests therein);

(11) invest directly in interests in oil, gas or other mineral
exploration development programs or mineral leases; or

(12) purchase warrants.

With respect to the Salomon Money Market Portfolio, for the purpose of
applying the above percentage restrictions and the percentage investment
limitations set forth in the Prospectus to receivables-backed obligations,
both the special purpose entity issuing the receivables-backed obligations and
the issuer of the underlying receivables will be considered an issuer.

HARRIS ASSOCIATES VALUE PORTFOLIO

The Harris Associates Value Portfolio may not:

1. In regard to 75% of its assets, invest more than 5% of its assets
(valued at the time of investment) in securities of any one issuer, except in
U.S. government obligations;

2. Acquire securities of any one issuer which at the time of investment
(a) represent more than 10% of the voting securities of the issuer, or (b)
have a value greater than 10% of the value of the outstanding securities of the
issuer;

3. Invest more than 25% of its assets (valued at the time of investment)
in securities of companies in any one industry, except that this restriction
does not apply to investments in U.S. government obligations;

4. Borrow money except from banks for temporary or emergency purposes in
amounts not exceeding 10% of the value of the Portfolio's assets at the time of
borrowing;

5. Issue any senior security except in connection with permitted
borrowings; or

6. Underwrite the distribution of securities of other issuers; however
the Portfolio may acquire "restricted" securities which, in the event of a
resale, might be required to be registered under the Securities Act of 1933 on
the ground that the Portfolio could be regarded as an underwriter as defined
by that Act with respect to such resale;

7. Make loans, but this restriction shall not prevent the Portfolio from
(a) investing in debt obligations, (b) investing in repurchase agreements
(A repurchase agreement involves a sale of securities to the Portfolio with the
concurrent agreement of the seller (bank or securities dealer) to repurchase
the securities at the same price plus an amount equal to an agreed-upon
interest rate within a specified time. In the event of a bankruptcy or other
default of a seller of a repurchase agreement, the Portfolio could experience
both delays in liquidating the underlying securities and losses);

8. Purchase and sell real estate or interests in real estate, although
it may invest in marketable securities of enterprises which invest in real
estate or interests in real estate;

9. Purchase and sell commodities or commodity contracts, except that
it may enter into forward foreign currency contracts;

10. Acquire securities of other investment companies except (a) by
purchase in the open market, where no commission or profit to a sponsor
or dealer results from such purchase other than the customary broker's
commission or (b) where the acquisition results from a dividend or a merger,
consolidation or other reorganization. (In addition to this investment
restriction, the Investment Company Act of 1940 provides that the Portfolio
may neither purchase more than 3% of the voting securities of any one
investment company nor invest more than 10% of the Portfolio's assets
(valued at the time of investment) in all investment company securities
purchased by the Portfolio. Investment in the shares of another investment
company would require the Portfolio to bear a portion of the management and
advisory fees paid by that investment company, which might duplicate the
fees paid by the Portfolio.)

LEXINGTON CORPORATE LEADERS PORTFOLIO

The Lexington Corporate Leaders Portfolio will not:

a. issue any senior security (as defined in the 1940 Act), except that
(a) the Portfolio may enter into commitments to purchase securities in
accordance with the Portfolio's investment program, including reverse
repurchase agreements, foreign exchange contracts, delayed delivery and
when-issued securities, which may be considered the issuance of senior
securities; (b) the Portfolio may engage in transactions that may result in
the issuance of a senior security to the extent permitted under applicable
regulations, interpretation of the 1940 Act or an exemptive order; (c) the
Portfolio may engage in short sales of securities to the extent permitted in
its investment program and other restrictions; (d) the purchase or sale of
futures contracts and related options shall not be considered to involve the
issuance of senior securities; and (e) subject to fundamental restrictions,
the Portfolio may borrow money as authorized by the 1940 Act.

b. act as an underwriter of securities except to the extent that, in
connection with the disposition of portfolio securities by the Portfolio, the
Portfolio may be deemed to be an underwriter under the provisions of the 1933
Act.

c. purchase real estate, interests in real estate or real estate limited
partnership interests except that, to the extent appropriate under its
investment program, the Portfolio may invest in securities secured by real
estate or interests therein or issued by companies, including real estate
investment trusts, which deal in real estate or interests therein;

d. invest in commodity contracts, except that the Portfolio may, to the
extent appropriate under its investment program, purchase securities of
companies engaged in such activities, may enter into transactions in financial
and index futures contracts and related options, may engage in transactions on
a when-issued or forward commitment basis, and may enter into forward currency
contracts.

e. make loans, except that, to the extent appropriate under its
investment program, the Portfolio may (a) purchase bonds, debentures or other
debt securities, including short-term obligations, (b) enter into repurchase
transactions and (c) lend portfolio securities provided that the value of such
loaned securities does not exceed one-third of the Portfolio's total assets;

f. hold more than 5% of the value of its total assets in the securities
of any one issuer or hold more than 10% of the outstanding voting securities
of any one issuer. This restriction applies only to 50% of the value of the
Portfolio's total assets. Securities issued or guaranteed by the U.S.
government, its agencies and instrumentalities are excluded from this
restriction;

g. concentrate its investments in any one industry except that the
Portfolio may invest up to 25% of its total assets in securities issuers
principally engaged in any one industry. This limitation, however, will not
apply to securities issued or guaranteed by the U.S. Government, its agencies
or instrumentalities, securities invested in, or repurchase agreements for,
U.S. Government securities, and certificates of deposit, or bankers'
acceptances, or securities of U.S. banks and bank holding companies;

h. borrow money, except that (a) the Portfolio may enter into certain
futures contracts and options related thereto; (b) the Portfolio may enter
into commitments to purchase securities in accordance with the Portfolio's
investment program, including delayed delivery and when-issued securities and
reverse repurchase agreements; (c) for temporary emergency purposes, the
Portfolio may borrow money in amounts not exceeding 5% of the value of its
total assets at the time when the loan is made; (d) the Portfolio may pledge
its portfolio securities or receivable or transfer or assign or otherwise
encumber them in an amount not exceeding one-third of the value of its total
assets; and (e) for purposes of leveraging, the Portfolio may borrow money
from banks (including its custodian bank), only if, immediately after such
borrowing, the value of the Portfolio's assets, including the amount borrowed,
less its liabilities, is equal to at least 300% of the amount borrowed, plus
all outstanding borrowings. If at any time, the value of the Portfolio's
assets fails to meet the 300% asset coverage requirement relative only to
leveraging, the Portfolio will, within three days (not including Sundays and
holidays), reduce its borrowings to the extent necessary to meet the 300%
test.

ROBERTSON STEPHENS SMALLER COMPANIES PORTFOLIO

The Robertson Stephens Smaller Companies Portfolio may not:

1. issue any class of securities which is senior to the Portfolio's
shares of beneficial interest, except that the Portfolio may borrow money to
the extent contemplated by Restriction 3 below;

2. purchase securities on margin (but may obtain such short-term credits
as may be necessary for the clearance of transactions). (Margin payments or
other arrangements in connection with transactions in short sales, futures
contracts, options, and other financial instruments are not considered to
constitute the purchase of securities on margin for this purpose.);

3. borrow more than one-third of the value of its total assets less all
liabilities and indebtedness (other than such borrowings) not represented by
senior securities;

4. act as underwriter of securities of other issuers except to the
extent that, in connection with the disposition of portfolio securities, it
may be deemed to be an underwriter under certain federal securities laws;

5. (i) as to 75% of the Portfolio's total assets, purchase any security
(other than obligations of the U.S. Government, its agencies or
instrumentalities) if as a result more than 5% of the Portfolio's total
assets (taken at current value) would then be invested in securities of a
single issuer, or (ii) purchase any security if as a result 25% or more of
the Portfolio's total assets (taken at current value) would be invested in
a single industry;

6. make loans, except by purchase of debt obligations or other financial
instruments in which the Portfolio may invest consistent with its investment
policies, by entering into repurchase agreements, or through the lending of
its portfolio securities;

7. purchase or sell commodities or commodity contracts, except that the
Portfolio may purchase or sell financial futures contracts, options on
financial futures contracts, and futures contracts, forward contracts, and
options with respect to foreign currencies, and may enter into swap
transactions or other financial transactions, and except as required in
connection with otherwise permissible options, futures, and commodity
activities as described elsewhere in the prospectus or this SAI at the time;

8. purchase or sell real estate or interests in real estate, including
real estate mortgage loans, although it may purchase and sell securities which
are secured by real estate and securities of companies, including limited
partnership interests, that invest or deal in real estate and it may purchase
interests in real estate investment trusts. (For purposes of this restriction,
investments by the Portfolio in mortgage-backed securities and other
securities representing interests in mortgage pools shall not constitute the
purchase or sale of real estate or interests in real estate or real estate
mortgage loans.)

MFS TOTAL RETURN PORTFOLIO

The MFS Total Return Portfolio shall not:

(1) borrow amounts in excess of 33 1/3% of its assets including amounts
borrowed and then only as a temporary measure for extraordinary or emergency
purposes;

(2) underwrite securities issued by other persons except insofar as the
Portfolio may technically be deemed an underwriter under the Securities Act of
1933, as amended (the "1933 Act") in selling a portfolio security;

(3) purchase or sell real estate (including limited partnership
interests but excluding securities secured by real estate or interests therein
and securities of companies, such as real estate investment trusts, which deal
in real estate or interests therein), interests in oil, gas or mineral leases,
commodities or commodity contracts (excluding currencies and any type of
option, futures contracts and forward contracts) in the ordinary course of its
business. The Portfolio reserves the freedom of action to hold and to sell
real estate, mineral leases, commodities or commodity contracts (including
currencies and any type of option, futures contracts and forward contracts)
acquired as a result of the ownership of securities;

(4) issue any senior securities except as permitted by the 1940 Act. For
purposes of this restriction, collateral arrangements with respect to any type
of swap, option, forward contracts and futures contracts and collateral
arrangements with respect to initial and variation margin are not deemed to be
the issuance of a senior security;

(5) make loans to other persons. For these purposes, the purchase of
commercial paper, the purchase of a portion or all of an issue of debt
securities, the lending of portfolio securities, or the investment of the
Portfolio's assets in repurchase agreements, shall not be considered the
making of a loan; or

(6) purchase any securities of an issuer of a particular industry, if as
a result, more than 25% of its gross assets would be invested in securities of
issuers whose principal business activities are in the same industry (except
there is no limitation with respect to obligations issued or guaranteed by
the U.S. Government or its agencies and instrumentalities and repurchase
agreements collateralized by such obligations).

NON-FUNDAMENTAL INVESTMENT RESTRICTIONS

The following investment restrictions are non-fundamental and may be changed
by the Trustees of the Trust without shareholder approval. Although
shareholder approval is not necessary, the Trust intends to notify its
shareholders before implementing any material change in any non-fundamental
investment restriction.

STRONG INTERNATIONAL STOCK PORTFOLIO AND STRONG GROWTH PORTFOLIO

Each of the Strong Portfolios may not:

1. Sell securities short, unless the Portfolio owns or has the right to
obtain securities equivalent in kind and amount to the securities sold short,
or unless it covers such short sale as required by the current rules and
positions of the SEC or its staff, and provided that transactions in options,
futures contracts, options on futures contracts, or other derivative
instruments are not deemed to constitute selling securities short.

2. Purchase securities on margin, except that the Portfolio may obtain
such short-term credits as are necessary for the clearance of transactions;
and provided that margin deposits in connection with futures contracts,
options on futures contracts, or other derivative instruments shall not
constitute purchasing securities on margin.

3. Invest in illiquid securities if, as a result of such investment,
more than 15% of its net assets would be invested in illiquid securities, or
such other amounts as may be permitted under the 1940 Act.

4. Purchase securities of other investment companies except in
compliance with the 1940 Act and applicable state law.

5. Invest all of its assets in the securities of a single open-end
investment management company with substantially the same fundamental
investment objective, restrictions and policies as the Portfolio.

6. Purchase the securities of any issuer (other than securities issued
or guaranteed by domestic or foreign governments or political subdivisions
thereof) if, as a result, more than 5% of its total assets would be invested
in the securities of issuers that, including predecessor or unconditional
guarantors, have a record of less than three years of continuous operation.
This policy does not apply to securities of pooled investment vehicles or
mortgage or asset-backed securities.

7. Invest in direct interests in oil, gas, or other mineral exploration
programs or leases; however, the Portfolio may invest in the securities of
issuers that engage in these activities.

8. Engage in futures or options on futures transactions which are
impermissible pursuant to Rule 4.5 under the CEA and, in accordance with Rule
4.5, will use futures or options on futures transactions solely for bona fide
hedging transactions (within the meaning of the CEA), provided, however, that
the Portfolio may, in addition to bona fide hedging transactions, use futures
and options on futures transactions if the aggregate initial margin and
premiums required to establish such positions, less the amount by which any
such options positions are in the money (within the meaning of the CEA), do
not exceed 5% of the Portfolio's net assets.

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

9. Pledge, mortgage or hypothecate any assets owned by the Portfolio
except as may be necessary in connection with permissible borrowings or
investments and then such pledging, mortgaging, or hypothecating may not
exceed 33 1/3% of the Portfolio's total assets at the time of the borrowing or
investment.

10. Purchase or retain the securities of any issuer if any officer or
trustee of the Trust or its investment advisor beneficially owns more than 1/2
of 1% of the securities of such issuer and such officers and trustees together
own beneficially more than 5% of the securities of such issuer.

11. Purchase warrants, valued at the lower of cost or market value, in
excess of 5% of the Portfolio's net assets. Included in that amount, but not
to exceed 2% of the Portfolio's net assets, may be warrants that are not
listed on any stock exchange. Warrants acquired by the Portfolio in units or
attached to securities are not subject to these restrictions.

12. Borrow money except (i) from banks or (ii) through reverse
repurchase agreements or mortgage dollar rolls, and will not purchase
securities when bank borrowings exceed 5% of its total assets.

13. Make any loans other than loans of portfolio securities, except
through (i) purchases of debt securities or other debt instruments, or (ii)
engaging in repurchase agreements.

SALOMON U.S. QUALITY BOND PORTFOLIO

The Salomon U.S. Quality Bond Portfolio's additional investment restrictions
are as follows:

(a) Portfolio investments in warrants, valued at the lower of cost or
market, may not exceed 5% of the value of its net assets. Included within
that amount, but not to exceed 2% of the value of a Portfolio's net assets,
may be warrants that are not listed on the New York or American Stock
Exchanges. Warrants acquired by a Portfolio in units or attached to
securities shall be deemed to be without value for the purpose of monitoring
this policy.

(b) The Portfolio does not currently intend to sell securities short,
unless they own or have the right to obtain securities equivalent in kind and
amount to the securities sold short without the payment of any additional
consideration therefor, and provided that transactions in futures, options,
swaps and forward contracts are not deemed to constitute selling securities
short.

(c) The Portfolio does not currently intend to purchase securities on
margin, except that the Portfolio may obtain such short-term credits as are
necessary for the clearance of transactions, and provided that margin payments
and other deposits in connection with transactions in futures, options, swaps
and forward contracts shall not be deemed to constitute purchasing securities
on margin.

(d) The Portfolio does not currently intend to (i) purchase securities
of other investment companies, except in the open market where no commission
except the ordinary broker's commission is paid, or (ii) purchase or retain
securities issued by other open-end investment companies. Limitations (i) and
(ii) do not apply to money market funds or to securities received as
dividends, through offers of exchange, or as a result of a reorganization,
consolidation, or merger.

(e) The Portfolio does not currently intend to invest directly in oil,
gas, or other mineral development or exploration programs or leases; however,
the Portfolio may own debt or equity securities of companies engaged in those
businesses.

(f) The Portfolio intends to comply with the CFTC regulations limiting
its investments in futures and options for non-hedging purposes.

HARRIS ASSOCIATES VALUE PORTFOLIO

The Harris Associates Value Portfolio will not:

1. Invest more than (a) 5% of its total assets (valued at the time of
investment) in securities of issuers (other than issuers of federal agency
obligations or securities issued or guaranteed by any foreign country or
asset-backed securities) that, together with any predecessors or unconditional
guarantors, have been in continuous operation for less than three years
("unseasoned issuers") or (b) more than 15% of its total assets (valued at time
of investment) in restricted securities and securities of unseasoned issuers;

2. Pledge, mortgage or hypothecate its assets, except for temporary or
emergency purposes and then to an extent not greater than 15% of its assets at
cost;

3. Make margin purchases or participate in a joint or on a joint or
several basis any trading account in securities;

4. Invest in companies for the purpose of management or the exercise of
control;

5. Invest more than 15% of its net assets (valued at time of investment)
in illiquid securities, including repurchase agreements maturing in more than
seven days;

6. Invest in oil, gas or other mineral leases or exploration or
development programs, although it may invest in marketable securities of
enterprises engaged in oil, gas or mineral exploration;

7. Invest more than 25% of its total assets (valued at time of
investment) in securities of non-U.S. issuers (other than securities
represented by American Depository Receipts);

8. Make short sales of securities unless the Portfolio owns at least an
equal amount of such securities, or owns securities that are convertible or
exchangeable, without payment of further consideration, into at least an equal
amount of such securities;

9. Purchase a call option or a put option if the aggregate premium paid
for all call and put options then held exceed 20% of its net assets (less the
amount by which any such positions are in-the-money);

10. Invest in futures or options on futures, except that it may invest
in forward foreign currency contracts.

11. Purchase additional securities when its borrowings, less receivables
from portfolio securities sold, exceed 5% of the Portfolio's total assets.

Notwithstanding the foregoing investment restrictions, the Portfolio may
purchase securities pursuant to the exercise of subscription rights,
provided that such purchase will not result in the Portfolio's ceasing to
be a diversified investment company. Japanese and European corporations
frequently issue additional capital stock by means of subscription rights
offerings to existing shareholders at a price substantially below the
market price of the shares. The failure to exercise such rights would
result in a Portfolio's interest in the issuing company being diluted. The
market for such rights is not well developed in all cases and, accordingly,
the Portfolio may not always realize full value on the sale of rights. The
exception applies in cases where the limits set forth in the investment
restrictions would otherwise be exceeded by exercising rights or would
have already been exceeded as a result of fluctuations in the market value
of a Portfolio's portfolio securities with the result that the Portfolio
would be forced either to sell securities at a time when it might not
otherwise have done so, or to forego exercising the rights.

LEXINGTON CORPORATE LEADERS PORTFOLIO

The Lexington Corporate Leaders Portfolio will not:

i. purchase the securities of any other investment company, except as
permitted under the 1940 Act.

ii. purchase any securities on margin or make short sales of
securities, other than short sales "against the box", or purchase securities
on margin except for short-term credits necessary for clearance of portfolio
transactions, provided that this restriction will not be applied to limit the
use of options, futures contracts and related options, in the manner otherwise
permitted by the investment restrictions, policies and investment programs of
the Portfolio.

iii. buy securities from or sell securities (other than securities
issued by the Portfolio) to any of its officers, trustees or its investment
adviser or sub-adviser or distributor as principal.

iv. contract to sell any security or evidence of interest therein,
except to the extent that the same shall be owned by the Portfolio.

v. purchase securities of an issuer if to the Portfolio's knowledge,
one or more of the Trustees or officers of the Trust, the adviser or the
sub-adviser individually owns beneficially more than 0.5% and together own
beneficially more than 5% of the securities of such issuer nor will the
Portfolio hold the securities of such issuer.

vi. except for investments which, in the aggregate, do not exceed 5% of
the Portfolio's total assets taken at market value, purchase securities unless
the issuer thereof or any company on whose credit the purchase was based has a
record of at least three years continuous operations prior to the purchase.

vii. invest for the purpose of exercising control over or management of
any company.

viii. write, purchase or sell puts, calls or combinations thereof.
However, the Portfolio may invest up to 15% of the value of its assets in
warrants. This restriction on the purchase of warrants does not apply to
warrants attached to, or otherwise included in, a unit with other securities.

ix. The Portfolio will not invest more than 15% of its total assets in
illiquid securities. Illiquid securities are securities that are not readily
marketable or cannot be disposed of promptly within seven days and in the
usual course of business without taking a materially reduced price. Such
securities include, but are not limited to, time deposits and repurchase
agreements with maturities longer than seven days. Securities that may be
resold under Rule 144A or securities offered pursuant to Section 4(2) of the
1933 Act, shall not be deemed illiquid solely by reason of being unregistered.
The Sub-Adviser shall determine whether a particular security is deemed to be
liquid based on the trading markets for the specific security and other
factors.

x. The Portfolio will not purchase interests in oil, gas, mineral
leases or other exploration programs; however, this policy will not prohibit
the acquisition of securities of companies engaged in the production or
transmission of oil, gas or other materials.

ROBERTSON STEPHENS SMALLER COMPANIES PORTFOLIO

The Robertson Stephens Smaller Companies Portfolio does not currently intend
to:

1. purchase securities restricted as to resale if, as a result, (i)
more than 10% of the Portfolio's total assets would be invested in such
securities, or (ii) more than 5% of the Portfolio's total assets (excluding
any securities eligible for resale under Rule 144A under the Securities
Act of 1933) would be invested in such securities;

2. invest in (a) securities which at the time of such investment are
not readily marketable, (b) securities restricted as to resale, and (c)
repurchase agreements maturing in more than seven days, if, as a result,
more than 15% of the Portfolio's net assets (taken at current value) would
then be invested in the aggregate in securities described in (a), (b), and
(c) above;

3. invest in securities of other registered investment companies,
except by purchases in the open market involving only customary brokerage
commissions and as a result of which not more than 10% of its total assets
(taken at current value) would be invested in such securities, or except as
part of a merger, consolidation, or other acquisition;

4. invest in real estate limited partnerships;

5. purchase any security if, as a result, the Portfolio would then
have more than 5% of its total assets (taken at current value) invested in
securities of companies (including predecessors) less than three years old;

6. make investments for the purpose of exercising control or management;

7. investment in interests in oil, gas or other mineral exploration or
development programs or leases, although it may invest in the common stocks
of companies that invest in or sponsor such programs;

8. acquire more than 10% of the voting securities of any issuer;

9. invest more than 15%, in the aggregate, of its total assets in the
securities of issuers which, together with any predecessors, have a record of
less than three years continuous operation and securities restricted as to
resale (including any securities eligible for resale under Rule 144A under
the Securities Act of 1933);

10. purchase or sell puts, calls, straddles, spreads, or any combination
thereof, if, as a result, the aggregate amount of premiums paid or received
by the Portfolio in respect of any such transactions then outstanding would
exceed 5% of its total assets.

In addition, the Portfolio will only sell short securities that are
traded on a national securities exchange in the U.S. (including the National
Association of Securities Dealers' Automated Quotation National Market System)
or in the country where the principal trading market in the securities is
located. (This limitation does not apply to short sales against the box).

MFS TOTAL RETURN PORTFOLIO

The MFS Total Return Portfolio will not:

(1) invest in illiquid investments, including securities subject to
legal or contractual restrictions on resale or for which there is no readily
available market (e.g., trading in the security is suspended, or, in the case
of unlisted securities, where no market exists) if more than 15% of the
Portfolio's assets (taken at market value) would be invested in such
securities. Repurchase agreements maturing in more than seven days will be
deemed to be illiquid for purposes of the Portfolio's limitation on investment
in illiquid securities. Securities that are not registered under the 1933 Act
and sold in reliance on Rule 144A thereunder, but are determined to be liquid
by the Trust's Board of Trustees (or its delegee), will not be subject to this
15% limitation;

(2) purchase securities issued by any other investment company in excess
of the amount permitted by the 1940 Act, except when such purchase is part of
a plan of merger or consolidation;

(3) purchase any securities or evidences of interest therein on margin,
except that the Portfolio may obtain such short-term credit as may be
necessary for the clearance of any transaction and except that the Portfolio
may make margin deposits in connection with any type of swap, option, futures
contracts and forward contracts;

(4) sell any security which the Portfolio does not own unless by virtue
of its ownership of other securities the Portfolio has at the time of sale a
right to obtain securities without payment of further consideration equivalent
in kind and amount to the securities sold and provided that if such right is
conditional, the sale is made upon the same conditions;

(5) pledge, mortgage or hypothecate in excess of 33 1/3% of its gross
assets. For purposes of this restriction, collateral arrangements with respect
to any type of swap, option, futures contracts and forward contracts and
payments of initial and variation margin in connection therewith, are not
considered a pledge of assets;

(6) purchase or sell any put or call option or any combination thereof,
provided that this shall not prevent the purchase, ownership, holding or sale
of (1) warrants where the grantor of the warrants is the issuer of the
underlying securities or (ii) put or call options or combinations thereof with
respect to securities, indices of securities, swaps, foreign currencies and
futures contracts;

(7) invest for the purpose of exercising control of management.

These investment restrictions are adhered to at the time of purchase or
utilization of assets; a subsequent change in circumstances will not be
considered to result in a violation of policy.

MANAGEMENT OF THE TRUST

The Trust's Board of Trustees has the responsibility for the overall
management of the Trust, including general supervision and review of their
investment activities. The Board of Trustees, in turn, appoints the officers
who are responsible for administering the day-to-day operations of the Trust.
Listed below are the Trustees and officers of the Trust and their affiliations
and principal occupations for the past five years.

Position Held Principal Occupation
Name and Address With the Trust During Past 5 Years
- ------------------- ---------------------- -------------------------------

George C. Nicholson Vice President, Chief Financial Officer,
Treasurer & Principal Secretary and Director - Life
Financial Officer and Company; Treasurer and Director
Principal Accounting (since September 1994) - London
Officer Pacific Financial & Insurance
Services; Senior Manager - Ernst
& Young, Louisville, Kentucky
from January 1985 to August 1994

Mark E. Prillaman* President, Principal Executive Vice President
Executive Officer and and Chief Marketing Officer of
Trustee the Life Company and Adviser
since February 1994;
prior thereto, Regional
Marketing Director, American
Skandia Assurance Company

Raymond L. Pfeister Trustee Principal, Chief Marketing
Officer of Fred Alger
Management, Inc.

Robert H. Singletary Trustee Senior Capital Markets Advisor
of U.S. Agency for International
Development since 1996; Chief of
Enforcement, San Francisco
Office, U.S. Securities and
Exchange Commission from 1990
to 1996.

Jerry T. Tamura* Vice President and Vice President - Administrative
Secretary Services of the Life Company
since 1989.

James A. Winther Trustee President of WMI Corporation since
1983

<FN>

* Interested person of the Trust within the meaning of the 1940 Act.
</TABLE>

Each Trustee of the Trust who is not an interested person of the Trust or
Adviser or Sub-Adviser receives fee of $2,500 for attendance at each Trustees'
meeting and is reimbursed for expenses incurred in connection with attending
Trustees' meetings. No Trustee receives any other compensation directly from
the Trust.

For the period ended December 31, 1996, the disinterested trustees received
the following fees for service as Trustee:

Pension or Total
Aggregate Retirement Benefits Compensation
Compensation Accrued As Part of from Trust and
Trustee From Trust of Trust Expenses Fund Complex

Raymond L. Pfeister __________ -0- ___________

Robert H. Singletary __________ -0- ___________

James Winther __________ -0- ___________

The Declaration of Trust provides that the Trust will indemnify its Trustees
and officers against liabilities and expenses incurred in connection with
litigation in which they may be involved because of their offices with the
Trust, except if it is determined in the manner specified in the Declaration
of Trust that they have not acted in good faith in the reasonable belief that
their actions were in the best interests of the Trust or that such
indemnification would relieve any officer or Trustee of any liability to the
Trust or its shareholders by reason of willful misfeasance, bad faith, gross
negligence, or reckless disregard of his or her duties. The Trust, at its
expense, may provide liability insurance for the benefit of its Trustees and
officers.

Under the Investment Advisory Agreement between the Trust and the Adviser
(the "Investment Advisory Agreement"), the Adviser, at its expense, provides
the Portfolios with investment advisory services and advises and assists the
officers of the Trust in taking such steps as are necessary or appropriate to
carry out the decisions of its Trustees regarding the conduct of business of
the Trust and each Portfolio. The fees to be paid under the Investment
Advisory Agreement are set forth in the Trust's prospectus.

The Investment Advisory Agreement further provides that the Adviser shall
furnish the Trust with office space and necessary personnel, pay ordinary
office expenses, pay all executive salaries of the Trust and furnish, without
expense to the Trust, the services of such members of its organization as may
be duly elected officers or Trustees of the Trust.

Under the Investment Advisory Agreement, the Trust is responsible for all its
other expenses including, but not limited to, the following expenses: legal,
auditing or accounting expenses, Trustees' fees and expenses, insurance
premiums, brokers' commissions, taxes and governmental fees, reports and
notices to shareholders, and fees and disbursements of custodians, transfer
agents, registrars, shareholder servicing agents and dividend disbursing
agents, and certain expenses with respect to membership fees of industry
associations.

The Investment Advisory Agreement provides that the Adviser may retain
sub-advisers, at the Adviser's own cost and expense, for the purpose of
managing the investment of the assets of one or more Portfolios.

The Investment Advisory Agreement provides that neither the Adviser nor any
director, officer or employee of the Adviser will be liable for any loss
suffered by the Trust in the absence of willful misfeasance, bad faith, gross
negligence or reckless disregard of obligations and duties. In addition, the
Agreement provides for indemnification of the Adviser by the Trust.

The Investment Advisory Agreement may be terminated without penalty by vote
of the Trustees, as to any Portfolio by the shareholders of that Portfolio, or
by the Adviser on 60 days written notice. The Agreement also terminates
without payment of any penalty in the event of its assignment. In addition,
the Investment Advisory Agreement may be amended only by a vote of the
shareholders of the affected Portfolio(s), and provides that it will continue
in effect from year to year only so long as such continuance is approved at
least annually with respect to each Portfolio by vote of either the Trustees
or the shareholders of the Portfolio, and, in either case, by a majority of
the Trustees who are not "interested persons" of the Adviser. In each of the
foregoing cases, the vote of the shareholders is the affirmative vote of a
"majority of the outstanding voting securities" as defined in the 1940 Act.

The Adviser has undertaken to bear certain operating expenses of each
Portfolio as described in the Prospectus.

State Street Bank and Trust Company provides certain accounting and other
services to the Trust.

SUB-ADVISERS

Each of the Sub-Advisers described in the Prospectus serves as Sub-Adviser to
one or more of the Portfolios of the Trust pursuant to separate written
agreements. Certain of the services provided by, and the fees paid to, the
Sub-Advisers are described in the Prospectus under "Management of the Trust -
Sub-Advisers."

BROKERAGE AND RESEARCH SERVICES

Transactions on U.S. stock exchanges and other agency transactions involve
the payment by the Trust of negotiated brokerage commissions. Such
commissions vary among different brokers. Also, a particular broker may
charge different commissions according to such factors as the difficulty and
size of the transaction. Transactions in foreign securities often involve the
payment of fixed brokerage commissions, which are generally higher than those
in the United States. There is generally no stated commission in the case of
securities traded in the over-the-counter markets, but the price paid by the
Trust usually includes an undisclosed dealer commission or mark-up. In
underwritten offerings, the price paid by the Trust includes a disclosed,
fixed commission or discount retained by the underwriter or dealer.

It is currently intended that the Sub-Advisers will place all orders for the
purchase and sale of portfolio securities for the Trust and buy and sell
securities for the Trust through a substantial number of brokers and dealers.
In so doing, the Sub-Advisers will use their best efforts to obtain for the
Trust the best price and execution available. In seeking the best price and
execution, the Sub-Advisers, having in mind the Trust's best interests, will
consider all factors they deem relevant, including, by way of illustration,
price, the size of the transaction, the nature of the market for the security,
the amount of the commission, the timing of the transaction taking into
account market prices and trends, the reputation, experience, and financial
stability of the broker-dealer involved, and the quality of service rendered
by the broker-dealer in other transactions.

It has for many years been a common practice in the investment advisory
business for advisers of investment companies and other institutional
investors to receive research, statistical, and quotation services from
broker-dealers which execute portfolio transactions for the clients of such
advisers. Consistent with this practice, the Sub-Advisers may receive
research, statistical, and quotation services from any broker-dealers with
which they place the Trust's portfolio transactions. These services, which in
some cases may also be purchased for cash, include such matters as general
economic and security market reviews, industry and company reviews,
evaluations of securities, and recommendations as to the purchase and sale of
securities. Some of these services may be of value to the Sub-Advisers and/or
their affiliates in advising various other clients (including the Trust),
although not all of these services are necessarily useful and of value in
managing the Trust. The management fees paid by the Trust are not reduced
because the Sub-Advisers and/or their affiliates may receive such services.

As permitted by Section 28(e) of the Securities Exchange Act of 1934, a
Sub-Adviser may cause a Portfolio to pay a broker-dealer which provides
brokerage and research services to the Sub-Adviser an amount of disclosed
commission for effecting a securities transaction for the Portfolio in excess
of the commission which another broker-dealer would have charged for effecting
that transaction provided that the Sub-Adviser determines in good faith that
such commission was reasonable in relation to the value of the brokerage and
research services provided by such broker-dealer viewed in terms of that
particular transaction or in terms of all of the accounts over which
investment discretion is so exercised. A Sub-Adviser's authority to cause a
Portfolio to pay any such greater commissions is also subject to such policies
as the Adviser or the Trustees may adopt from time to time.

During the Trusts' fiscal year ended December 31, 1996, the Portfolios paid
the following amounts in brokerage commissions:

Harris Associates Value Portfolio $________________

Lexington Corporate Leaders Portfolio $________________

Strong Growth Portfolio $________________

Strong International Stock Portfolio $________________

Robertson Stephens Smaller Companies Portfolio $________________

MFS Total Return Portfolio $________________

Salomon U.S. Quality Bond Portfolio $________________

Salomon Money Market Portfolio $________________

INVESTMENT DECISIONS. Investment decisions for the Trust and for the other
investment advisory clients of the Sub-Advisers are made with a view to
achieving their respective investment objectives and after consideration of
such factors as their current holdings, availability of cash for investment,
and the size of their investments generally. Frequently, a particular
security may be bought or sold for only one client or in different amounts and
at different times for more than one but less than all clients. Likewise, a
particular security may be bought for one or more clients when one or more
other clients are selling the security. In addition, purchases or sales of
the same security may be made for two or more clients of a Sub-Adviser on the
same day. In such event, such transactions will be allocated among the
clients in a manner believed by the Sub-Adviser to be equitable to each. In
some cases, this procedure could have an adverse effect on the price or amount
of the securities purchased or sold by the Trust. Purchase and sale orders
for the Trust may be combined with those of other clients of a Sub-Adviser in
the interest of achieving the most favorable net results for the Trust.

DETERMINATION OF NET ASSET VALUE

The net asset value per share of each Portfolio is determined daily as of
4:00 p.m. New York time on each day the New York Stock Exchange is open for
trading. The New York Stock Exchange is normally closed on the following
national holidays: New Year's Day, President's Day, Good Friday, Memorial
Day, Independence Day, Labor Day, Thanksgiving, and Christmas.

The value of a foreign security is determined in its national currency as of
the close of trading on the foreign exchange on which it is traded or as of
4:00 p.m. New York time, if that is earlier, and that value is then converted
into its U.S. dollar equivalent at the foreign exchange rate in effect at
noon, New York time, on the day the value of the foreign security is
determined.

The net asset value of the shares of the Portfolios is determined by dividing
the total assets of the Portfolio, less all liabilities, by the total number
of shares outstanding. Securities traded on a national securities exchange or
quoted on the NASDAQ National Market System are valued at their last-reported
sale price on the principal exchange or reported by NASDAQ or, if there is no
reported sale, and in the case of over-the-counter securities not included in
the NASDAQ National Market System, at a bid price estimated by a broker or
dealer. Debt securities, including zero-coupon securities, and certain
foreign securities will be valued by a pricing service. Other foreign
securities will be valued by the Trust's custodian. Securities for which
current market quotations are not readily available and all other assets are
valued at fair value as determined in good faith by the Trustees, although the
actual calculations may be made by persons acting pursuant to the direction of
the Trustees.

If any securities held by a Portfolio are restricted as to resale, their fair
value is generally determined as the amount which the Trust could reasonably
expect to realize from an orderly disposition of such securities over a
reasonable period of time. The valuation procedures applied in any specific
instance are likely to vary from case to case. However, consideration is
generally given to the financial position of the issuer and other fundamental
analytical data relating to the investment and to the nature of the
restrictions on disposition of the securities (including any registration
expenses that might be borne by the Trust in connection with such
disposition). In addition, specific factors are also generally considered,
such as the cost of the investment, the market value of any unrestricted
securities of the same class (both at the time of purchase and at the time of
valuation), the size of the holding, the prices of any recent transactions or
offers with respect to such securities, and any available analysts' reports
regarding the issuer.

Generally, trading in certain securities (such as foreign securities) is
substantially completed each day at various times prior to the close of the
New York Stock Exchange. The values of these securities used in determining
the net asset value of the Trust's shares are computed as of such times.
Also, because of the amount of time required to collect and process trading
information as to large numbers of securities issues, the values of certain
securities (such as convertible bonds and U.S. Government Securities) are
determined based on market quotations collected earlier in the day at the
latest practicable time prior to the close of the Exchange. Occasionally,
events affecting the value of such securities may occur between such times and
the close of the Exchange which will not be reflected in the computation of
the Trust's net asset value. If events materially affecting the value of such
securities occur during such period, then these securities will be valued at
their fair value, in the manner described above.

The proceeds received by each Portfolio for each issue or sale of its shares,
and all income, earnings, profits, and proceeds thereof, subject only to the
rights of creditors, will be specifically allocated to such Portfolio, and
constitute the underlying assets of that Portfolio. The underlying assets of
each Portfolio will be segregated on the Trust's books of account, and will be
charged with the liabilities in respect of such Portfolio and with a share of
the general liabilities of the Trust. Expenses with respect to any two or
more Portfolios may be allocated in proportion to the net asset values of the
respective Portfolios except where allocations of direct expenses can
otherwise be fairly made.

TAXES

Each Portfolio of the Trust intends to qualify each year and elect to be
taxed as a regulated investment company under Subchapter M of the United
States Internal Revenue Code of 1986, as amended (the "Code").

As a regulated investment company qualifying to have its tax liability
determined under Subchapter M, a Portfolio will not be subject to federal
income tax on any of its net investment income or net realized capital gains
that are distributed to the separate account of the Life Company. As a
Massachusetts business trust, a Portfolio under present law will not be
subject to any excise or income taxes in Massachusetts.

In order to qualify as a "regulated investment company," a Portfolio must,
among other things, (a) derive at least 90% of its gross income from
dividends, interest, payments with respect to securities loans, gains from the
sale or other disposition of stock, securities, or foreign currencies, and
other income (including gains from options, futures, or forward contracts)
derived with respect to its business of investing in such stock, securities,
or currencies; (b) derive less than 30% of its gross income from the sale or
other disposition of certain assets (including stock and securities) held less
than three months; (c) diversify its holdings so that, at the close of each
quarter of its taxable year, (i) at least 50% of the value of its total assets
consists of cash, cash items, U.S. Government Securities, and other securities
limited generally with respect to any one issuer to not more than 5% of the
total assets of the Portfolio and not more than 10% of the outstanding voting
securities of such issuer, and (ii) not more than 25% of the value of its
assets is invested in the securities of any issuer (other than U.S. Government
Securities). In order to receive the favorable tax treatment accorded
regulated investment companies and their shareholders, moreover, a Portfolio
must in general distribute at least 90% of its interest, dividends, net
short-term capital gain, and certain other income each year.

With respect to investment income and gains received by a Portfolio from
sources outside the United States, such income and gains may be subject to
foreign taxes which are withheld at the source. The effective rate of foreign
taxes in which a Portfolio will be subject depends on the specific countries
in which its assets will be invested and the extent of the assets invested in
each such country and therefore cannot be determined in advance.

A Portfolio's ability to use options, futures, and forward contracts and
other hedging techniques, and to engage in certain other transactions, may be
limited by tax considerations. A Portfolio's transactions in
foreign-currency-denominated debt instruments and its hedging activities will
likely produce a difference between its book income and its taxable income.
This difference may cause a portion of the Portfolio's distributions of book
income to constitute returns of capital for tax purposes or require the
Portfolio to make distributions exceeding book income in order to permit the
Trust to continue to qualify, and be taxed under Subchapter M of the Code, as
a regulated investment company.

Under federal income tax law, a portion of the difference between the
purchase price of zero-coupon securities in which a Portfolio has invested and
their face value ("original issue discount") is considered to be income to the
Portfolio each year, even though the Portfolio will not receive cash interest
payments from these securities. This original issue discount (imputed income)
will comprise a part of the net investment income of the Portfolio which must
be distributed to shareholders in order to maintain the qualification of the
Portfolio as a regulated investment company and to avoid federal income tax at
the level of the Portfolio.

It is the policy of each of the Portfolios to meet the requirements of the
Code to qualify as a regulated investment company that is taxed pursuant to
Subchapter M of the Code. One of these requirements is that less than 30% of a
Portfolio's gross income must be derived from gains from sale or other
disposition of securities held for less than three months (with special rules
applying to so-called designated hedges). Accordingly, a Portfolio will be
restricted in selling securities held or considered under Code rules to have
been held less than three months, and in engaging in hedging or other
activities (including entering into options, futures, or short-sale
transactions) which may cause the Trust's holding period in certain of its
assets to be less than three months.

This discussion of the federal income tax and state tax treatment of the
Trust and its shareholders is based on the law as of the date of this SAI. It
does not describe in any respect the tax treatment or offsets of any insurance
or other product pursuant to which investments in the Trust may be made.

DIVIDENDS AND DISTRIBUTIONS

Each of the Portfolios will declare and distribute dividends from net
investment income, if any, and will distribute its net realized capital gains,
if any, at least annually. Both dividends and capital gain distributions will
be made in shares of such Portfolios unless an election is made on behalf of a
separate account to receive dividends and capital gain distributions in cash.

PERFORMANCE INFORMATION

A Portfolio's yield is presented for a specified 30-day period (the "base
period"). Yield is based on the amount determined by (i) calculating the
aggregate of dividends and interest earned by the Portfolio during the base
period less expenses accrued for that period, and (ii) dividing that amount by
the product of (A) the average daily number of shares of the Portfolio
outstanding during the base period and entitled to receive dividends and (B)
the net asset value per share of the Portfolio on the last day of the base
period. The result is annualized on a compounding basis to determine the
Portfolio's yield. For this calculation, interest earned on debt obligations
held by a Portfolio is generally calculated using the yield to maturity (or
first expected call date) of such obligations based on their market values
(or, in the case of receivables-backed securities such as Ginnie Maes, based
on cost). Dividends on equity securities are accrued daily at their stated
dividend rates.

From time to time the Salomon Money Market Portfolio may make available
information as to its "yield" and "effective yield." The "yield" of the
Salomon Money Market Portfolio refers to the income generated by an investment
in the Portfolio over a seven-day period. This income is then "annualized."
That is, the amount of income generated by the investment during that week is
assumed to be generated each week over a 52-week period and is shown as a
percentage of the investment. The "effective yield" is calculated similarly
but, when annualized, the income earned by an investment in the Salomon Money
Market Portfolio is assumed to be reinvested. The effective yield will be
slightly higher than the yield because of the compounding effect of this
assumed reinvestment.

Total return of a Portfolio for periods longer than one year is determined by
calculating the actual dollar amount of investment return on a $1,000
investment in the Portfolio made at the beginning of each period, then
calculating the average annual compounded rate of return which would produce
the same investment return on the $1,000 investment over the same period.
Total return for a period of one year or less is equal to the actual
investment return on a $1,000 investment in the Portfolio during that period.
Total return calculations assume that all Portfolio distributions are
reinvested at net asset value on their respective reinvestment dates.

From time to time, the Adviser may reduce its compensation or assume expenses
in respect of the operations of a Portfolio in order to reduce the Portfolio's
expenses. Any such waiver or assumption would increase a Portfolio's yield
and total return during the period of the waiver or assumption.

The performance of the Portfolios may, from time to time, be compared to that
of other mutual funds tracked by mutual fund rating services, to broad groups
of comparable mutual funds, or to unmanaged indices which may assume
investment of dividends but generally do not reflect deductions for
administrative and management costs.

The Prospectus contains historical performance information of Strong Growth
Fund, MFS Total Return Fund, Strong International Stock Fund, The Oakmark
Fund, which are public mutual funds which have the same investment objective
and follow substantially the same investment strategies as Strong Growth
Portfolio, MFS Total Return Portfolio, Strong International Stock Portfolio,
Harris Associates Value Portfolio, respectively.

The performance of those public mutual funds is commonly measured as total
return. An average annual compounded rate of return ("T") may be computed by
using the redeemable value at the end of a specified period ("ERV") of a
hypothetical initial investment of $1,000 ("P") over a period of time ["n"]
according to the formula:
n
P (1 + T) = ERV

The Prospectus contains comparative performance information with respect to
the S&P 500 Composite Stock Price Index ("S&P 500 Index"). The S&P 500 Index
is a broad index of common stock prices which assumes reinvestment of
distributions and is calculated without regard to tax consequences or the
costs of investing.

Investors should not consider this performance data as an indication of the
future performance of any of the Portfolios in the Trust.

From time to time indications of the Portfolios' past performance may be
published. Such performance will be measured by independent sources such as
(but not limited to) Lipper Analytical Services, Incorporated, Weisenberger
Investment Companies Service, Bank Rate Monitor, Financial Planning Magazine,
Standard & Poor's Indices, Dow Jones Industrial Averages, VARDS, Barron's,
Business Week, Changing Times, Financial World, Forbes, Fortune, Money,
Personal Investor, Sylvia Porter's Personal Finance and The Wall Street
Journal. Information provided to the NASD for review may be used as
advertisements for publication in regional and local newspapers. In addition,
Portfolio performance may be advertised relative to certain indices and
benchmark investments, including: (a) the Lipper Analytical Services, Inc.
Mutual Fund Performance Analysis, Fixed-Income Analysis and Mutual Fund
indices (which measure total return and average current yield for the mutual
fund industry and rank mutual fund performance); (b) the CDA Mutual Fund
Report published by CDA Investment Technologies, Inc. (which analyzes price,
risk and various measures of return for the mutual fund industry); (c) the
Consumer Price Index published by the U.S. Bureau of Labor Statistics (which
measures changes in the price of goods and services); (d) Stocks, Bonds, Bills
and Inflation published by Ibbotson Associates (which provides historical
performance figures for stocks, government securities and inflation); (e) the
Hambrecht & Quist Growth Stock Index; (f) the NASDAQ OTC Composite Prime
Return; (g) the Russell Midcap Index; (h) the Russell 2000 Index - Total
Return; (i) the ValueLine Composite-Price Return; (j) the Wilshire 4500 Index;
(k) the Salomon Brothers' World Bond Index (which measures the total return in
U.S. dollar terms of government bonds, Eurobonds and non-U.S. bonds of ten
countries, with all such bonds having a minimum maturity of five years); (l)
the Shearson Lehman Brothers Aggregate Bond Index or its component indices
(the Aggregate Bond Index measures the performance of Treasury, U.S.
Government agencies, mortgage and Yankee bonds); (m) the S&P Bond indices
(which measure yield and price of corporate, municipal and U.S. Government
bonds); (n) the J.P. Morgan Global Government Bond Index; (o) other taxable
investments including certificates of deposit, money market deposit accounts,
checking accounts, savings accounts, money market mutual funds and repurchase
agreements; (p) historical investment data supplied by the research
departments of Goldman Sachs, Lehman Brothers, First Boston Corporation,
Morgan Stanley (including EAFE), Salomon Brothers, Merrill Lynch, Donaldson
Lufkin and Jenrette or other providers of such data; (q) the FT-Actuaries
Europe and Pacific Index; (r) mutual fund performance indices published by
Variable Annuity Research & Data Service; and (s) mutual fund performance
indices published by Morningstar, Inc. The composition of the investment in
such indices and the characteristics of such benchmark investments are not
identical to, and in some cases are very different from, those of a Portfolio.
These indices and averages are generally unmanaged and the items included in
the calculations of such indices and averages may be different from those of
the equations used by the Trust to calculate a Portfolio's performance
figures.

A Portfolio's investment results will vary from time to time depending upon
market conditions, the composition of its investment portfolio and its
operating expenses. Yield and performance information of any Portfolio will
not be compared with such information for funds that offer their shares
directly to the public, because Portfolio performance data does not reflect
charges imposed by the Life Company on the variable contracts. The effective
yield and total return for a Portfolio should be distinguished from the rate
of return of a corresponding division of the Life Company's separate account,
which rate will reflect the deduction of additional charges, including
mortality and expense risk charges, and will therefore be lower. Accordingly,
performance figures for a Portfolio will only be advertised if comparable
performance figures for the corresponding division of the separate account are
included in the advertisements. Variable annuity contractholders should
consult the variable annuity contract prospectus for further information.
Each Portfolio's results also should be considered relative to the risks
associated with its investment objectives and policies.

SHAREHOLDER COMMUNICATIONS

Owners of VA contracts issued by the Life Company for which shares of one or
more Portfolios are the investment vehicle are entitled to receive from the
Life Company unaudited semi-annual financial statements and audited year-end
financial statements certified by the Trust's independent public accountants.
Each report will show the investments owned by the Portfolio and the market
value thereof and will provide other information about the Portfolio and its
operations.

ORGANIZATION AND CAPITALIZATION

The Trust is an open-end investment company established under the laws of The
Commonwealth of Massachusetts by a Declaration of Trust dated January 23,
1995, as amended.

Shares entitle their holders to one vote per share, with fractional shares
voting proportionally; however, a separate vote will be taken by each
Portfolio on matters affecting an individual Portfolio. For example, a change
in a fundamental investment policy for the Strong Growth Portfolio would be
voted upon only by shareholders of the Strong Growth Portfolio. Additionally,
approval of the Investment Advisory Agreement is a matter to be determined
separately by each Portfolio. Approval by the shareholders of one Portfolio
is effective as to that Portfolio. Shares have noncumulative voting rights.
Although the Trust is not required to hold annual meetings of its
shareholders, shareholders have the right to call a meeting to elect or remove
Trustees or to take other actions as provided in the Declaration of Trust.
Shares have no preemptive or subscription rights, and are transferable.
Shares are entitled to dividends as declared by the Trustees, and if a
Portfolio were liquidated, the shares of that Portfolio would receive the net
assets of that Portfolio. The Trust may suspend the sale of shares at any
time and may refuse any order to purchase shares.

The Trust is authorized to subdivide each series (Portfolio) into two or more
classes. Currently, shares of the Portfolios are divided into Class A and
Class B. Each class of shares of a Portfolio is entitled to the same rights
and privileges as all other classes of the Portfolio, provided however, that
each class bears the expenses related to its distribution arrangements, as
well as any other expenses attributable to the class and unrelated to managing
the Portfolio's portfolio securities. Any matter that affects only the
holders of a particular class of shares may be voted on only by such
shareholders. To date, the Trust has never offered any Class B shares for sale.

Additional Portfolios may be created from time to time with different
investment objectives or for use as funding vehicles for variable life
insurance policies or for different variable annuity contracts. Any
additional Portfolios may be managed by investment advisers or sub-advisers
other than the current Adviser and Sub-Advisers. In addition, the Trustees
have the right, subject to any necessary regulatory approvals, to create
additional classes of shares in a Portfolio, with the classes being subject
to different charges and expenses and having such other different rights as
the Trustees may prescribe and to terminate any Portfolio of the Trust.

PORTFOLIO TURNOVER

The portfolio turnover rate of a Portfolio is defined by the Securities and
Exchange Commission as the ratio of the lesser of annual sales or purchases to
the monthly average value of the portfolio, excluding from both the numerator
and the denominator securities with maturities at the time of acquisition of
one year or less. Portfolio turnover generally involves some expense to a
Portfolio, including brokerage commissions or dealer mark-ups and other
transaction costs on the sale of securities and reinvestment in other
securities.

The Trust's Board of Trustees periodically reviews the Adviser's and
Sub-Advisers' performance of their respective responsibilities in connection
with the placement of portfolio transactions on behalf of the Portfolios, and
reviews the commissions paid by the Portfolios to determine whether such
commissions are reasonable in relation to what the Trustees believe are the
benefits for the Portfolios.

CUSTODIAN

State Street Bank and Trust Company is the custodian of the Trust's assets.
The custodian's responsibilities include safeguarding and controlling the
Trust's cash and securities, handling the receipt and delivery of securities,
and collecting interest and dividends on the Trust's investments. The Trust
may employ foreign sub-custodians that are approved by the Board of Trustees
to hold foreign assets.

LEGAL COUNSEL

Legal matters in connection with the offering are being passed upon by
Blazzard, Grodd & Hasenauer, P.C., Westport, Connecticut.

INDEPENDENT ACCOUNTANTS

The Trust has selected Price Waterhouse LLP as the independent accountants who
will audit the annual financial statements of the Trust.

SHAREHOLDER LIABILITY

Under Massachusetts law, shareholders could, under certain circumstances, be
held personally liable for the obligations of the Trust. However, the
Declaration of Trust disclaims shareholder liability for acts or obligations
of the Trust and requires that notice of such disclaimer be given in each
agreement, obligation, or instrument entered into or executed by the Trust or
the Trustees. The Declaration of Trust provides for indemnification out of a
Portfolio's property for all loss and expense of any shareholder held
personally liable for the obligations of a Portfolio. Thus the risk of a
shareholder's incurring financial loss on account of shareholder liability is
limited to circumstances in which the Portfolio would be unable to meet its
obligations.

DESCRIPTION OF NRSRO RATINGS

DESCRIPTION OF MOODY'S CORPORATE RATINGS

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

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

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

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

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

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

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

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

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

DESCRIPTION OF S&P CORPORATE RATINGS

AAA -- Bonds rated AAA have the highest rating assigned by Standard &
Poor's to a debt obligation. Capacity to pay interest and repay principal is
extremely strong.

AA -- Bonds rated AA have a very strong capacity to pay interest and
repay principal and differ from the highest rated issues only in small degree.

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

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

BB-B-CCC-CC AND C -- Bonds rated BB, B, CCC, CC and C are regarded, on
balance, as predominantly speculative with respect to the issuer's capacity to
pay interest and repay principal in accordance with the terms of the
obligation. BB indicates the least degree of speculation and C the highest
degree of speculation. While such debt will likely have some quality and
protective characteristics, these are outweighed by large uncertainties or
major risk exposures to adverse conditions. A "C" rating is typically applied
to debt subordinated to senior debt which is assigned an actual or implied CCC
rating. It may also be used to cover a situation where a bankruptcy petition
has been filed, but debt service payments are continued.

DESCRIPTION OF DUFF CORPORATE RATINGS

AAA - Highest credit quality. The risk factors are negligible being only
slightly more than for risk-free U.S. Treasury debt.

AA - risk is modest but may vary slightly from time to time because of
economic conditions.

A - Protection factors are average but adequate. However, risk factors
are more variable and greater in periods of economic stress.

BBB - Investment grade. Considerable variability in risk during economic
cycles.

BB - Below investment grade but deemed likely to meet obligations when
due. Present or prospective financial protection factors fluctuate according
to industry conditions or company fortunes. Overall quality may move up or
down frequently within this category.

B - Below investment grade and possessing risk that obligations will not
be met when due. Financial protection factors will fluctuate widely according
to economic cycles, industry conditions and/or company fortunes. Potential
exists for frequent changes in quality rating within this category or into a
higher or lower quality rating grade.

SUBSTANTIAL RISK - Well below investment grade securities. May be in
default or have considerable uncertainty as to timely payment of interest,
preferred dividends and/or principal. Protection factors are narrow and risk
can be substantial with unfavorable economic/industry conditions, and/or with
favorable company developments.

DESCRIPTION OF FITCH CORPORATE RATINGS

AAA - Bonds considered to be investment grade and of the highest credit
quality. The obligor has an exceptionally strong ability to pay interest and
repay principal, which is unlikely to be affected by reasonably foreseeable
events.

AA - Bonds considered to be investment grade and of very high credit
quality. The obligor's ability to pay interest and repay principal is very
strong, although not quite as strong as bonds rated "AAA." Because bonds
rated in the "AAA" and "AA" categories are not significantly vulnerable to
foreseeable future developments, short-term debt of these issues is generally
rated "[-]+."

A - Bonds considered to be investment grade and of high credit quality.
The obligor's ability to pay interest and to repay principal is considered to
be strong, but may be more vulnerable to adverse changes in economic
conditions and circumstances than bonds with higher ratings.

BBB - Bonds considered to be investment grade and of satisfactory credit
quality. The obligor's ability to pay interest and to repay principal is
considered to be adequate. Adverse changes in economic conditions and
circumstances, however, are more likely to have an adverse impact on these
bonds, and therefore impair timely payment. The likelihood that the ratings
of these bonds will fall below investment grade is higher than for bonds with
higher ratings.

BB - Bonds considered speculative and of low investment grade. The
obligor's ability to pay interest and repay principal is not strong and is
considered likely to be affected over time by adverse economic changes.

B - Bonds considered highly speculative. Bonds in this class are lightly
protected as to the obligor's ability to pay interest over the life of the
issue and repay principal when due.

CCC - Bonds which may have certain identifiable characteristics which, if
not remedied, could lead to the possibility of default in either principal or
interest payments.

CC - Bonds which are minimally protected. Default in payment of interest
and/or principal seems probable.

C - Bonds which are in imminent default in payment of interest or
principal.

DESCRIPTION OF THOMSON BANKWATCH, INC. CORPORATE RATINGS

AAA - Long-term fixed income securities that are rated AAA indicate that
the ability to repay principal and interest on a timely basis is very high.

AA - Long-term fixed income securities that are rated AA indicate a
superior ability to repay principal and interest on a timely basis with
limited incremental risk versus issues rated in the highest category.

TBW may apply plus ("+") and minus ("-") modifiers in the AAA and AA
categories to indicate where within the respective category the issue is
placed.

DESCRIPTION OF IBCA LIMITED AND IBCA INC. CORPORATE RATINGS

AAA - Obligations which are rated AAA are considered to be of the lowest
expectation of investment risk. Capacity for timely repayment of principal
and interest is substantial such that adverse changes in business, economic,
or financial conditions are unlikely to increase investment risk
significantly.

AA - Obligations which are rated AA are considered to be of a very low
expectation of investment risk. Capacity for timely repayment of principal
and interest is substantial. Adverse changes in business, economic, or
financial conditions may increase investment risk albeit not very
significantly.

DESCRIPTION OF S&P COMMERCIAL PAPER RATINGS

Commercial paper rated A-1 by S&P indicates that the degree of safety
regarding timely payments is either overwhelming or very strong. Those issues
determined to possess overwhelming safety characteristics are denoted A-1+.
Capacity for timely payment on commercial paper rated A-2 is strong, but the
relative degree of safety is not as high as for issues designated A-1. An A-3
designation indicates an adequate capacity for timely payment. Issues with
this designation, however, are more vulnerable to the adverse effects of
changes in circumstances than obligations carrying the higher designations. B
issues are regarded as having only speculative capacity for timely payment. C
issues have a doubtful capacity for payment. D issues are in payment default.
The D rating category is used when interest payments or principal payments
are not made on the due date, even if the applicable grace period has not
expired, unless Standard & Poor's believes that such payments will be made
during such grace period.

DESCRIPTION OF MOODY'S COMMERCIAL PAPER RATINGS

The rating Prime-1 is the highest commercial paper rating assigned by Moody's.
Issuers rated Prime-1 (or related supporting institutions) are considered to
have a superior capacity for repayment of short-term promissory obligations.
Issuers rated Prime-2 (or related supporting institutions) are considered to
have a strong capacity for repayment of short-term promissory obligations.
This will normally be evidenced by many of the characteristics of issuers
rated Prime-1 but to a lesser degree. Earnings trend and coverage ratios,
while sound, will be more subject to variation. Capitalization
characteristics, while still appropriate, may be more affected by external
conditions. Ample alternative liquidity is maintained. P-3 issuers have an
acceptable capacity for repayment of short-term promissory obligations. The
effect of industry characteristics and market composition may be more
pronounced. Variability in earnings and profitability may result in changes
in the level of debt protection measurements and the requirement for
relatively high financial leverage. Adequate alternate liquidity is
maintained. Not Prime issuers do not fall within any of the Prime rating
categories.

DESCRIPTION OF DUFF'S COMMERCIAL PAPER RATINGS

The rating Duff-1 is the highest commercial paper rating assigned by Duff &
Phelps. Paper rated Duff-1 is regarded as having very high certainty of
timely payment with excellent liquidity factors which are supported by ample
asset protection. Risk factors are minor. Paper rated Duff-2 is regarded as
having good certainty of timely payment, good access to capital markets and
sound liquidity factors and company fundamentals. Risk factors are small.

DESCRIPTION OF FITCH'S COMMERCIAL PAPER RATINGS

The rating Fitch-1 (Highest Grade) is the highest commercial paper rating
assigned by Fitch. Paper rated Fitch-1 is regarded as having the strongest
degree of assurance for timely payment. The rating Fitch-2 (Very Good Grade)
is the second highest commercial paper rating assigned by Fitch which reflects
an assurance of timely payment only slightly less in degree than the strongest
issues.

DESCRIPTION OF IBCA LIMITED AND IBCA INC. COMMERCIAL PAPER RATINGS

A1 - Short-term obligations rated A1 are supported by a very strong
capacity for timely repayment. A plus ("+") sign is added to those issues
determined to possess the highest capacity for timely payment.

A2 - Short-term obligations rated A2 are supported by a strong capacity
for timely repayment, although such capacity may be susceptible to adverse
changes in business, economic or financial conditions.

DESCRIPTION OF THOMSON BANKWATCH, INC. COMMERCIAL PAPER RATINGS

TBW-1 - Short-term obligations rated TBW-1 indicate a very high degree of
likelihood that principal and interest will be paid on a timely basis.

TBW-2 - Short-term obligations rated TBW-2 indicate that while the degree
of safety regarding timely payment of principal and interest is strong, the
relative degree of safety is not as high as for issues rated TBW-1.

FINANCIAL STATEMENTS

[TO BE FILED BY AMENDMENT]

PART C

OTHER INFORMATION

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS

(A) FINANCIAL STATEMENTS:

[TO BE FILED BY AMENDMENT]

(B) EXHIBITS

(1) (c) Amended and Restated Declaration of Trust**

(2) By-laws of Trust*

(3) Not Applicable

(4) Not Applicable

(5) (a) Investment Advisory Agreement**
(b) Amendment to Investment Advisory Agreement
(to be filed by amendment)

(6) Not Applicable

(7) Not Applicable

(8) Form of Custodian Agreement and Fund Accounting Agreement
between the Registrant and the Custodian*

(9) Form of Subadministration Agreement for Reporting and
Accounting Services between the Registrant and the
Subadministrator***

(10) Consent and Opinion of Counsel

(11) Not Applicable

(12) Not Applicable

(13) Not Applicable

(14) Not Applicable

(15) Not Applicable

(16) Not Applicable

(27) Financial Data Schedules
(to be filed by amendment)

* incorporated by reference to Registrant's Registration Statement on
Form N-1A (File No. 33-88792), as filed August 7, 1995.

** incorporated by reference to Registrant's Pre-Effective Amendment
No. 2 to Form N-1A (File No. 33-88792), as filed electronically on
January 26, 1996.

*** incorporated by reference to Registrant's Post-Effective Amendment
No. 1 to Form N-1A (File No. 33-88792), as filed electronically on
September 13, 1996.

ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT

None

ITEM 26. NUMBER OF HOLDERS OF SECURITIES

None

ITEM 27. INDEMNIFICATION

Each officer, Trustee or agent of the Trust shall be indemnified by the Trust
to the full extent permitted under the General Laws of The Commonwealth of
Massachusetts and the Investment Company Act of 1940 ("1940 Act"), as amended,
except that such indemnity shall not protect any such person against any
liability to the Trust or any shareholder thereof to which such person would
otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of his
office ("disabling conduct"). Indemnification shall be made when (i) a final
decision on the merits, by a court or other body before whom the proceeding
was brought, that the person to be indemnified was not liable by reason of
disabling conduct or, (ii) in the absence of such a decision, a reasonable
determination, based upon a review of the facts, that the person to be
indemnified was not liable by reason of disabling conduct, by (a) the vote of
a majority of a quorum of Trustees who are neither "interested persons" of the
company as defined in section 2(a)(19) of the 1940 Act, nor parties to the
proceedings or (b) an independent legal counsel in a written opinion. The
Trust may, by vote of a majority of a quorum of Trustees who are not
interested persons, advance attorneys' fees or other expenses incurred by
officers, Trustees, investment advisers or principal underwriters, in
defending a proceeding upon the undertaking by or on behalf of the person to
be indemnified to repay the advance unless it is ultimately determined that he
is entitled to indemnification. Such advance shall be subject to at least one
of the following: (1) the person to be indemnified shall provide a security
for his undertaking, (2) the Trust shall be insured against losses arising by
reason of any lawful advances, or (3) a majority of a quorum of the
disinterested, non-party Trustees of the Trust,or an independent legal counsel
in a written opinion, shall determine, based on a review of readily available
facts, that there is reason to believe that the person to be indemnified
ultimately will be found entitled to indemnification. The law of
Massachusetts is superseded by the 1940 Act insofar as it conflicts with the
1940 Act or rules published thereunder.

Insofar as indemnification for liability arising under the Securities Act of
1933 may be permitted to trustees, 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 trustee, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by
such trustee, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.

ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER AND SUB-
ADVISERS

There is set forth below information as to any other business, profession,
vocation or employment of a substantial nature in which each director or
officer of the Registrant's Investment Adviser is, or at any time during the
past two years has been, engaged for his own account or in the capacity of
director, officer, employee, partner or trustee.

<TABLE>
<CAPTION>
<S> <C>
NAME AND PRINCIPAL
BUSINESS ADDRESS BUSINESS AND OTHER CONNECTIONS
- ----------------------- ------------------------------------------------

Ian K. Whitehead President, Chief Executive Officer and Director
1755 Creekside Oaks Dr. of the Adviser; President, Chief Executive
Sacramento, CA 95833 Officer and Director - Life Company; Chairman and
Director - London Pacific Financial & Insurance
Services; Chief Financial Officer - Govett & Company
Limited; Chairman - North American Trust
Company, an affiliate of the Life Company

Arthur I. Trueger Chairman of the Board and Director of the
650 California St. Adviser; Chairman of the Board and Director -
San Francisco, CA 94108 Life Company; Executive Chairman - Govett &
Company Limited

George C. Nicholson Chief Financial Officer and Director of the
3109 Poplarwood Court Adviser; Chief Financial Officer, Secretary
Raleigh, NC 27604 and Director - Life Company; Treasurer and
Director (since September 1994) - London Pacific
Financial & Insurance Services; Senior Manager
- Ernst & Young, Louisville, Kentucky from
January 1985 to August 1994

Mark E. Prillaman Executive Vice President and Chief Marketing
1755 Creekside Oaks Dr. Officer of the Adviser and the Life Company
Sacramento, CA 95833 (since February 1994); Regional Marketing
Director - American Skandia Assurance Company,
from August 1989 to February 1994

Susan Y. Gressel Vice President and Treasurer of the Adviser;
3109 Poplarwood Court Vice President and Treasurer - Life Company
Raleigh, NC 27604

Charles M. King Vice President and Controller of the Adviser;
3109 Poplarwood Court Vice President and Controller - Life Company
Raleigh, NC 27604

William J. McCarthy Vice President and Chief Actuary of the Adviser;
3109 Poplarwood Court Vice President and Chief Actuary - Life Company
Raleigh, NC 27604

Charlotte M. Stott Vice President, Marketing of the Adviser; Vice
1755 Creekside Oaks Dr. President, Marketing - Life Company
Sacramento, CA 95833

Jerry T. Tamura Vice President - Administrative Services of the
1755 Creekside Oaks Dr. Adviser; Vice President - Administrative
Sacramento, CA 95833 Services - Life Company; Chairman, President and
Chief Executive Officer - London Pacific
Financial & Insurance Services

Jerry S. Waters Vice President, Technology Services of the
1755 Creekside Oaks Dr. Adviser; Vice President, Technology Services -
Sacramento, CA 95833 Life Company
</TABLE>

The principal address of Registrant's Investment Adviser is 1755 Creekside
Oaks Drive, Sacramento, California 95833.

With respect to information regarding the Sub-Advisers, reference is hereby
made to "Management of the Trust" in the Prospectus. For information as to
the business, profession, vocation or employment of a substantial nature of
each of the officers and directors of the Sub-Advisers, reference is made to
the current Form ADVs of the Sub-Advisers filed under the Investment Advisers
Act of 1940, incorporated herein by reference, the file numbers of which are
as follows:

Robertson, Stephens & Company Investment Management, L.P.
File No. 801-144125

Harris Associates L.P.
File No. _________

Lexington Management Corporation
File No. 801-8281

Strong Capital Management, Inc.
File No. 801-10724

Massachusetts Financial Services Company
File No. 801-17352

Salomon Brothers Asset Management Inc
File No. 801-32046

ITEM 29. PRINCIPAL UNDERWRITER

Not Applicable

ITEM 30. LOCATION OF ACCOUNTS AND RECORDS

Persons maintaining physical possession of accounts, books, and other
documents required to be maintained by Section 31(a) of the Investment Company
Act of 1940 and the Rules promulgated thereunder include the Registrant's
Secretary; the Registrant's investment adviser, LPIMC Insurance Marketing
Services; and the Registrant's custodian, State Street Bank and Trust Company.
The address of the Secretary and LPIMC Insurance Marketing Services is 31
Poplarwood Court, Raleigh, NC 27604.

ITEM 31. MANAGEMENT SERVICES

Other than as set forth in Parts A and B of this Registration Statement, the
Registrant is not a party to any management-related service contract.

ITEM 32. UNDERTAKINGS

Not Applicable.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant has duly caused this Post-Effective
Amendment No. 2 to its Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Raleigh, and
State of North Carolina on the 6th day of March, 1997.

LPT VARIABLE INSURANCE SERIES TRUST

By: /S/ GEORGE C. NICHOLSON
__________________________________________
George C. Nicholson
Vice President and Treasurer

Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 2 has been signed below by the following
persons in the capacities and on the date indicated.

<TABLE>
<CAPTION>
<S> <C> <C>
SIGNATURE TITLE DATE
--------- ----- ----

/S/ MARK E. PRILLAMAN* President, Principal March 6, 1997
- ------------------------------- ----------------
Mark E. Prillaman Executive Officer and
Trustee

/S/ GEORGE C. NICHOLSON Vice President, Treasurer, March 6, 1997
- ------------------------------- ----------------
George C. Nicholson Principal Financial
Officer and Principal
Accounting Officer

/S/ RAYMOND L. PFEISTER* Trustee March 6, 1997
- ------------------------------- -----------------
Raymond L. Pfeister

/S/ ROBERT H. SINGLETARY* March 6, 1997
- ------------------------------- Trustee -----------------
Robert H. Singletary

/S/ JAMES WINTHER* Trustee March 6, 1997
- ------------------------------- ----------------
James Winther
</TABLE>

*By: /s/ GEORGE C. NICHOLSON
-------------------------
George C. Nicholson
Attorney-in-Fact

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that I, Robert H. Singletary, Jr., a
Trustee of LPT VARIABLE INSURANCE SERIES TRUST, a Massachusetts Business
Trust (the "Trust"), do hereby nominate, constitute and appoint Mark E.
Prillaman and George C. Nicholson (with full power to each of them to act
alone) as my lawful attorney-in-fact and agent, for me and in my name, as a
Trustee of the Trust, to make, execute and sign all amendments to the Trust's
Registration Statement on Form N-1A under the Securities Act of 1933 and the
Investment Company Act of 1940, and to file with the Securities and Exchange
Commission and any other regulatory authority having jurisdiction over the
offer and sale of shares of the Trust, such amendments, and any and all
amendments and supplements thereto, and any and all exhibits and other
documents requisite in connection therewith granting unto said attorneys and
each of them, full power and authority to do and perform each and every act
that said attorney may deem necessary or advisable to comply with the intent
of the aforesaid Acts.

WITNESS my hand this 25th day of February, 1997.

/S/ ROBERT H. SINGLETARY, JR.
_________________________________
Robert H. Singletary, Jr.

WITNESS:

/S/ S.P. WALSH
____________________________

PART II

EXHIBITS

POST-EFFECTIVE AMENDMENT NO. 2

FORM N-1A

FOR

LPT VARIABLE INSURANCE SERIES TRUST

INDEX TO EXHIBITS

PAGE

EX-99.B10 Consent and Opinion of Counsel

March 7, 1997

Board of Trustees
LPT Variable Insurance Series Trust
1755 Creekside Oaks Drive
Sacramento, CA 95833

Re: Opinion of Counsel - LPT Variable Insurance Series Trust

Gentlemen:

You have requested our Opinion of Counsel in connection with the filing with
the Securities and Exchange Commission of a Post-Effective Amendment to a
Registration Statement on Form N-1A with respect to LPT Variable Insurance
Series Trust.

We have made such examination of the law and have examined such records and
documents as in our judgment are necessary or appropriate to enable us to
render the opinions expressed below.

We are of the following opinions:

1. LPT Variable Insurance Series Trust ("Trust") is a valid and
existing unincorporated voluntary association, commonly known as a business
trust.

2. The Trust is a business Trust created and validly existing pursuant
to the Massachusetts Laws.

3. All of the prescribed Trust procedures for the issuance of the shares
have been followed, and, when such shares are issued in accordance with the
Prospectus contained in the Registration Statement for such shares, all state
requirements relating to such Trust shares will have been complied with.

4. Upon the acceptance of purchase payments made by shareholders in
accordance with the Prospectus contained in the Registration Statement and
upon compliance with applicable law, such shareholders will have
legally-issued, fully paid, non-assessable shares of the Trust.

You may use this opinion letter, or a copy thereof, as an exhibit to the
Registration.

We consent to the reference to our Firm under the caption "Legal Counsel"
contained in the Statement of Additional Information which forms a part of the
Registration Statement.

Sincerely,

BLAZZARD, GRODD & HASENAUER, P.C.

By: /s/ RAYMOND A. O'HARA III
-----------------------------
Raymond A. O'Hara III