LPT VARIABLE INSURANCE SERIES TRUST, 485APOS, 1999-02-12

LPT VARIABLE INSURANCE SERIES TRUST
485APOS, 1999-02-12

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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. 6 [X]

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ]
Amendment No. 8 [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
_____ 60 days after filing pursuant to paragraph (a)(1) of Rule 485
__X__ on May 1, 1999 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

Title of Securities Being Registered:
Investment Company Shares

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

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. Front and Back Cover Pages......... Front and Back Cover Pages

2. Risk/Return Summary: Investments,
Risks and Performance.............. Summary of Principal Risks
for all Portfolios; Performance

3. Risk/Return Summary: Fee Table.... Management of the Portfolios

4. Investment Objectives, Principal
Investment Strategies, and Related
Risks.............................. Description of the Portfolios

5. Management's Discussion of
Fund Performance................... Performance of the Portfolios

6. Management, Organization, and
Capital Structure.................. Management of the Portfolios

7. Shareholder Information............ Portfolio Shares

8. Distribution Arrangements.......... Distribution of Shares

9. Financial Highlights Information... Financial Highlights

PART B

10. Cover Page and Table of Contents... Cover Page and Table of Contents

11. Fund History....................... The Trust

12. Description of the Fund and
Its Investments and Risks.......... Investment Strategies and Risks

13. Management of the Fund............. Management of the Trust

14. Control Persons and Principal
Holders of Securities.............. Control Persons and Principal
Holders of Securities

15. Investment Advisory and Other
Services........................... Investment Advisory and Other
Services

16. Brokerage Allocation and Other
Practices.......................... Brokerage Allocation and Other
Practices
17. Capital Stock and Other
Securities......................... Capital Stock and Other Securities
</TABLE>

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

18. Purchase, Redemption and
Pricing of Shares.................. Purchase, Redemption and
Pricing of Shares

19. Taxation of the Fund............... Taxation of the Trust

20. Underwriters....................... Not Applicable

21. Calculation of Performance Data.... Performance Information

22. 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

LPT VARIABLE INSURANCE SERIES TRUST
1755 CREEKSIDE OAKS DRIVE
SACRAMENTO, CALIFORNIA 95833

ROBERTSON STEPHENS DIVERSIFIED GROWTH PORTFOLIO
BERKELEY U.S. QUALITY BOND PORTFOLIO
BERKELEY MONEY MARKET PORTFOLIO
HARRIS ASSOCIATES VALUE PORTFOLIO
LEXINGTON CORPORATE LEADERS PORTFOLIO
STRONG GROWTH PORTFOLIO
MFS TOTAL RETURN PORTFOLIO
SAI GLOBAL LEADERS PORTFOLIO

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES NOR HAS IT DETERMINED THAT THIS PROSPECTUS IS ACCURATE OR COMPLETE.
IT IS A CRIMINAL OFFENSE TO STATE OTHERWISE.

The date of this Prospectus is May 1, 1999

TABLE OF CONTENTS

[TO BE INSERTED]

SUMMARY

THE TRUST AND THE PORTFOLIOS

All of the Portfolios described in this document are series of LPT Variable
Insurance Series Trust ("Trust"), an open-end management investment company.
Investment companies (or "mutual funds") pool the money of a number of different
investors and buy many different securities. Pooling allows the investors to
spread the risk of loss of their investments over more securities than they
could if they invested their money alone.

Although the Portfolios are structured the same as mutual funds, they are not
offered or sold directly to the public. Unless you are an insurance company, you
may only invest in the Portfolios through a variable annuity contract
("Contract"), which you purchase from an insurance company. The insurance
company becomes the legal shareholder in the Portfolio. You (the holder of the
Contract) are not a shareholder in the Trust, but have a beneficial interest in
it. Although you do not have the same rights as if you were a direct
shareholder, you are given many similar rights, such as voting rights under
rules of the Securities and Exchange Commission that apply to registered
investment companies. Within limitations described in the Contract, owners may
allocate the amounts under the Contracts for ultimate investment in the various
Portfolios of the Trust. See the prospectus which is attached at the front of
this Prospectus for a description of (a) the Contract, (b) the Portfolios of the
Trust that are available under that Contract and (c) the relationship between
increases or decreases in the net asset value of Trust shares (and any dividends
and distributions on such shares) and the benefits provided under that Contract.

The Contracts may be sold by banks. An investment in a Portfolio of the Trust
through a Contract is not a deposit of a bank and is not insured or guaranteed
by the Federal Deposit Insurance Corporation or any other government agency.

Some of the Portfolios have names and investment objectives that are very
similar to certain publicly available mutual funds that are managed by the same
money managers. These Portfolios are not those publicly available mutual funds
and will not have the same performance. Different performance will result from
such factors as different implementation of investment policies, different cash
flows into and out of the Portfolios, different fees, and different sizes.

LPIMC Insurance Marketing Services ("LPIMC") is the investment adviser for each
Portfolio. The day to day decisions about the investment of assets is made by
one or more Portfolio Managers who work for a Subadviser appointed by LPIMC for
each Portfolio.

Investment Goals

* Robertson Stephens Diversified Growth Portfolio seeks long-term capital
growth.

* Berkeley U.S. Quality Bond Portfolio seeks to obtain a high level of
current income.

* Berkeley Money Market Portfolio seeks as high a level of current income as
is possible while maintaining a high level of liquidity and stability of
principal.

* Harris Associates Value Portfolio seeks long-term capital appreciation.

* Lexington Corporate Leaders Portfolio seeks long-term capital growth and
income.

* Strong Growth Portfolio seeks capital growth.

* MFS Total Return Portfolio seeks total return.

* SAI Global Leaders Portfolio seeks long-term capital growth.

Principal Investment Strategies and Risks

* Robertson Stephens Diversified Growth Portfolio

-> The Portfolio will invest at least 65% of its total assets in stocks
and warrants of companies that have a market capitalization of $3
billion or less. The Subadviser looks for companies that it believes
have a potential for growth that other investors have not recognized.
The Subadviser may invest a larger percentage of the assets of the
Portfolio in a single company than do other investment advisers.

-> Investments in small to medium sized companies may produce higher
returns than investments in companies with larger capitalizations;
however, companies with smaller capitalizations may have a higher risk
of failure than larger companies.

-> There is no assurance that the Subadviser will find securities that
meet the goals of the Portfolio or that the companies the Subadviser
selects will reach their potential value.

-> Investing larger amounts in a single company can increase the
potential risk to the Portfolio if one of those companies is not
successful

* Berkeley U.S. Quality Bond Portfolio (Shares of this Portfolio are no
longer offered for sale.)

-> The Portfolio will invest at least 65% of its total assets in higher
quality bonds or securities that represent an interest in pools of
higher quality debt obligations such as mortgages.

-> Early repayments of the principal of mortgages that make up the pooled
assets can reduce the interest earned on the pooled assets and affect
the Portfolio's return.

* Berkeley Money Market Portfolio (Shares of this Portfolio are no longer
offered for sale.)

-> The Portfolio will invest in high quality instruments that meet the
requirements for money market securities as defined by the Securities
and Exchange Commission.

-> Investments in the Portfolio are not insured or guaranteed by the
Federal Deposit Insurance Corporation or any other governmental
agency. Although the Portfolio seeks to preserve the value of your
investment at $1.00 per share, it is possible to lose money by
investing in the Portfolio.

* Harris Associates Value Portfolio

-> The Portfolio will invest at least 65% of its total assets in stocks
or securities that can be converted into stocks. The Subadviser may
invest up to 25% of the assets in securities of non-U.S. companies or
may invest up to 25% of the assets in lower quality, higher-yielding,
bonds (junk bonds).

-> Securities of non-U.S. companies are subject to risks in addition to
the normal risks of investments, such as changes in value related to
changes in currency exchange rates, additional transaction costs and
more difficulty in selling the securities.

-> Lower quality, higher-yielding, bonds (junk bonds) may have a greater
potential return than higher quality bonds but also have a higher risk
of default.

* Lexington Corporate Leaders Portfolio

-> The Portfolio will invest its assets in the stocks of large,
well-established companies that have a market capitalization greater
than $1 billion. The stocks that the Portfolio will own will be
substantially selected from among the stocks of companies represented
in the Dow Jones Industrial Average.

-> The Portfolio is not required to be diversified and therefore the
Subadviser may invest in a small number of companies. Investing in a
small number of companies can increase the potential risk to the
Portfolio if one of those companies is not successful.

* Strong Growth Portfolio

-> The Portfolio will invest at least 65% of its assets in stocks and
securities that can be converted into stocks, which may include a
substantial amount of stocks of companies that have a market
capitalization of $3 billion or less. The Subadviser may also invest
up to 25% of the assets in foreign securities, including up to 15% of
the assets directly in securities of non-U.S. companies and the rest
in depository receipts.

-> Investments in small- to medium-sized companies may produce higher
returns than investments in companies with larger capitalizations;
however, companies with smaller capitalizations may have a higher risk
of failure than larger companies.

-> Securities of non-U.S. companies are subject to risks in addition to
the normal risks of investments, such as changes in value related to
changes in currency exchange rates, higher transaction costs and more
difficulty in selling the securities.

* MFS Total Return Portfolio

-> The Portfolio seeks to meet its goal by investing between 40% and 75%
of its assets in stocks and securities that can be converted into
stocks and at least 25% of its assets in debt obligations, including
up to 20% in lower-quality, higher-yielding bonds (junk bonds).

-> Lower quality, higher-yielding, bonds (junk bonds) may have a greater
potential return than higher quality bonds but also have a higher risk
of default.

* SAI Global Leaders Portfolio

-> The Portfolio seeks to meet its goals by investing primarily in equity
securities of foreign and domestic companies with large market
capitalizations ($3 billion or more).

-> The Portfolio may invest up to 80% of its assets in foreign equity
securities, including depository receipts or shares. The Portfolio
usually invests in companies from at least three different countries.

-> The Portfolio may invest up to 35% of its assets in intermediate- to
long-term debt securities. The Portfolio may invest up to 20% of its
assets in non-investment grade debt securities.

-> Lower quality, higher-yielding, bonds (junk bonds) may have a greater
potential return than higher quality bonds but also have a higher risk
of default.

SUMMARY OF PRINCIPAL RISKS FOR ALL PORTFOLIOS

* There is no assurance that the Subadvisers will achieve the investment
goals described above for the Portfolios.

* All securities fluctuate in value. The value of your investment in a
Portfolio at any given time may be less than the purchase payments you (the
owner of the Contract) originally invested in the Portfolio. If you
liquidate your investment in a Portfolio when the value is low, you have a
greater risk of receiving less than the amount you originally invested.

* All securities are subject to market risk. Stocks will be valued based on
their past earnings and growth and based on the way the market evaluates
the potential of the company issuing the stock. Stocks have a higher
potential return than do bonds or other debt securities (fixed income
securities) but they also have a higher risk of loss and tend to go up and
down in value more than fixed income securities. Fixed income securities
will change in value as interest rates change. Fixed income securities are
also subject to the risk that an issuer of a fixed income security owned by
a Portfolio may be unable to make interest or principal payments.

PERFORMANCE

The following charts provide information about the performance of each of the
Portfolios, except the Berkeley Money Market Portfolio for which seven day yield
information is provided. The SAI Global Leaders Portfolio has not yet commenced
investment operations. Unless noted otherwise, information is shown from
February 9, 1996 (the date the Portfolios were first offered for investment)
through December 31, 1998. The bar charts show you how much the performance of
each Portfolio has varied for each calendar year since it began operations. The
amount of variation between years can show you how much risk there is in
investing in a particular Portfolio. The tables compare the performance of each
Portfolio to the performance of one or more broad market indexes. This
comparison can show you how well the Portfolio performed against the market.

You should note, however, that since the Portfolios only started their
operations in 1996, there is only a limited performance history described below.
A longer history might give a clearer indication of the risks involved in
investing in the Portfolios. Furthermore, some of the Portfolios have changed
Subadvisers since February 9, 1996 and therefore some of the performance results
shown below were achieved by different Subadvisers. Some Portfolios have also
changed investment goals and policies since their formation. For those
Portfolios, only the performance achieved with the current investment goals and
policies is shown.

The performance described below will give you an indication of how the
Portfolios have performed in the past. Of course, past performance is not
necessarily an indication of how the Portfolios will perform in the future. In
addition, the fees and expenses related to your Contract have not been included
in the calculations of performance shown below. Therefore, the actual
performance you would have received through your Contract would have been less
than the results shown below.

* ROBERTSON STEPHENS DIVERSIFIED GROWTH PORTFOLIO

[BAR CHART]

One Year Since May 1,
Ended 1997*
12/31/98

Portfolio average annual total return
Standard & Poor's 500 Stock Index
Russell 2000 Small Company Index

* Before May 1, 1997, the Portfolio had a different investment goal and a
different subadviser.

* BERKELEY U.S. QUALITY BOND PORTFOLIO

[BAR CHART]

One Year Since February
Ended 9, 1996*
12/31/98
Portfolio average annual total return
Lipper Government Intermediate Fund Index

* The date the Portfolio was first available for sale. The current Subadviser
has been managing the Portfolio since November 3, 1997.

* BERKELEY MONEY MARKET PORTFOLIO

[BAR CHART]

One Year Since
Ended November
12/31/98 3, 1997*

Portfolio Average annual total return

7 Day yield as of December 31, 1998 -

* The current Subadviser has been managing the Portfolio since November 3,
1997.

* HARRIS ASSOCIATES VALUE PORTFOLIO

[BAR CHART]

One Year Since February
Ended 9, 1996*
12/31/98
Portfolio Average annual total return
Standard & Poor's 500 Stock Index
Lipper Growth & Income Index

* The date the Portfolio was first available for sale. The current Subadviser
has been managing the Portfolio since May 1, 1997.

* LEXINGTON CORPORATE LEADERS PORTFOLIO

[BAR CHART]

One Year Since February
Ended 9, 1996*
12/31/98
Portfolio average annual total return
Standard & Poor's 500 Stock Index
Lipper Growth & Income Index

* The date the Portfolio was first available for sale.

* STRONG GROWTH PORTFOLIO

[BAR CHART]

One Year Since February
Ended 9, 1996*
12/31/98
Portfolio average annual total return
Standard & Poor's 500 Stock Index
Russell 2000 Small Company Index

* The date the Portfolio was first available for sale.

* MFS TOTAL RETURN PORTFOLIO

[BAR CHART]

One Year Since February 9,
Ended 1996*
12/31/98
Portfolio average annual total return
Standard & Poor's 500 Stock Index
Lehman Brothers Aggregate Bond Index
Lipper Balanced Fund Index

* The date the Portfolio was first available for sale.

DESCRIPTION OF THE PORTFOLIOS

Fundamental Policies. This Prospectus and the Statement of Additional
Information for the Trust describe certain investment policies of the Portfolios
as fundamental. The consent of the shareholders of a Portfolio (determined under
the rules of the Securities and Exchange Commission) is required to change a
fundamental policy. The Board of Trustees may change all other policies,
percentage limits and investment goals of the Portfolios without the consent of
shareholders or the holders of the Contracts who have assets invested in the
Portfolios.

Robertson Stephens Diversified Growth Portfolio

Before May 1, 1997, the Portfolio was called the Berkeley Smaller Companies
Portfolio and it had a different investment goal and a different subadviser.

* Investment Goal

Robertson Stephens Diversified Growth Portfolio seeks long-term capital
growth.

* Implementation of Goal

The Subadviser of the Robertson Stephens Diversified Growth Portfolio seeks
to meet the goal of the Portfolio by investing the total assets of the
Portfolio

-> at least 65% in common and preferred stocks and warrants (collectively
called stocks or equity securities) of small- to medium-sized
companies, that is companies which have market capitalizations of $3
billion or less (warrants are securities that give the purchaser the
right to buy common or preferred stock in the future at a price that
is fixed when the purchaser buys the warrant);

-> in stocks and warrants of companies with market capitalizations
greater than $3 billion;

-> in stocks and warrants of non-U.S. companies or stocks that trade in
non-U.S. markets; and

-> in debt securities such as bonds, including lower-quality,
higher-yielding bonds (junk bonds).

* Principal Strategies

The Subadviser seeks aggressively to find investment opportunities that
other investors and investment advisers may not find. The Subadviser will
buy stocks based on the Subadviser's evaluation of the company issuing the
stock, the economic climate, the sector of the market in which the
company's operations are involved and other investment factors that the
Subadviser believes will mean the stock will increase in value. The
Subadviser may buy and sell securities at different times than other
investors or investment advisers. The Subadviser may invest a larger
percentage of the assets of the Portfolio in a single stock than would many
other investment advisers.

The Subadviser may engage in short sales of stock when the Subadviser
expects that the purchase price of the stock is going to go down. A short
sale means that the Subadviser agrees to sell the stock at a fixed price,
but does not deliver the stock until the sale date. A short sale protects
the Portfolio from a loss if the price goes down, or allows the Portfolio
to realize a profit on the stock. The Portfolio will not sell securities
short if, immediately after and as a result of the sale, the value of the
securities sold short by the Portfolio exceeds 25% of its total assets. The
Portfolio will limit short sales of any one issuer's securities to 2% of
the Portfolio's total assets and to 2% of any one class of the issuer's
securities.

* Portfolio Turnover Rate

In 1998, the portfolio turnover rate was over ____%. The Subadviser expects
the rate to remain at approximately the same level during 1999.

* Principal Risks of the Robertson Stephens Diversified Growth Portfolio

-> Stocks tend to go up and down in value more than bonds or other debt
(fixed income) securities.

-> Smaller companies may have a greater risk of failing than more
established companies.

-> Stocks of undervalued companies may never achieve their potential
value.

-> Investing large amounts in one security can increase losses.

-> Lower quality bonds have a greater risk of default than higher quality
bonds.

-> Engaging in short sales of stock can increase the losses of the
Portfolio.

-> Frequent trades of securities can increase costs of the Portfolio.

-> Investments in non-U.S. securities are subject to risks in addition to
the normal risks of investments.

All of the above factors can reduce the return you may receive from an
investment in the Portfolio. You should review carefully the discussion
below in the Section called Principal Strategies and Risks of Portfolios.
That section discusses the above risks and some additional strategies and
risks that could affect the return you receive from an investment in the
Portfolio.

* Subadviser: Robertson, Stephens & Company

* Portfolio Manager: John L. Wallace of Robertson, Stephens & Company.

Berkeley U.S. Quality Bond Portfolio

Prior to November 3, 1997, the Portfolio was called the Salomon U.S. Quality
Bond Portfolio and it had a different subadviser. Shares of this Portfolio are
no longer available for sale.

* Investment Goal

Berkeley U.S. Quality Bond Portfolio seeks to obtain a high level of
current income.

* Implementation of Goal

The Subadviser of the Berkeley U.S. Quality Bond Portfolio seeks to meet
the goal of the Portfolio by investing at least 65% of the total assets of
the Portfolio in a combination of:

(1) U.S. Treasury obligations;

(2) debt obligations (such as bonds) issued or guaranteed by the U.S.
Government, its agencies or instrumentalities;

(3) debt obligations that represent an interest in a pool of mortgages
(mortgage-backed securities) which mortgages are issued or guaranteed by
the U.S. Government, its agencies or instrumentalities; and

(4) debt obligations that represent an interest in a pool of mortgages, which
are collateralized (collateralized mortgage obligations) by debt
obligations or mortgage-backed securities issued or guaranteed by the U.S.
Government, its agencies or instrumentalities.

The Subadviser also expects to invest:

-> in investment grade bonds, that is debt obligations rated BBB or
higher by Standard & Poor's or rated Baa or higher by Moody's Investor
Services;

-> in mortgage-backed securities issued by private issuers that are not
backed by the U.S. Government or its agencies or instrumentalities

-> in debt obligations of non-U.S. companies or governments or their
agencies or instrumentalities.

* Principal Strategies

The Subadviser seeks investments that will provide a high level of income
but will not provide high risk to the Portfolio. The Subadviser seek
investments that provide less volatility than securities considered high
risk. The Subadviser may use one or more of the following strategies in
managing the assets of the Portfolio:

-> investing up to 33% of the assets in transactions where the Subadviser
sells mortgage backed securities at a current date and simultaneously
contracts to purchase substantially similar securities at a future
date (mortgage dollar roll transactions);

-> lending up to 25% of its assets to third parties;

-> borrowing against up to 25% of the total assets, including using

* repurchase agreements (which are transactions where the Portfolio
buys a debt instrument for a relatively short time and the seller
of the debt instrument agrees to repurchase the instrument and
the Portfolio agrees to sell the instrument at a fixed price and
time);

* reverse repurchase agreements, (which is the opposite side of a
repurchase agreement); and

* uncovered dollar roll transactions where the Portfolio does not
currently own the securities to cover the mortgage dollar roll
transaction which it has contracted to complete

-> purchasing securities on a firm commitment basis, including agreeing
to buy securities that have not been issued at the time when they are
issued (when-issued securities).

* Portfolio Turnover Rate

In 1998, the portfolio turnover rate for the Portfolio was ____%. The rate
may remain high during 1999.

* Principal Risks of the Portfolio

-> Although the securities that the Portfolio purchases may be guaranteed
by the U.S. Government or one of its agencies or instrumentalities,
neither the shares of the Portfolio nor your beneficial interest in the
Portfolio is guaranteed or insured by any one.

-> The value of bonds and other debt obligations will change when interest
rates change.

-> Mortgage dollar roll transactions, repurchase agreements and reverse
repurchase agreements are subject to market risks and prepayment risks
which can reduce the return they pay.

-> Mortgage-backed securities can lose value if the borrowers whose loans
back the securities prepay those loans or default on the loans.

-> Borrowing money or securities can exaggerate the amount of losses of a
Portfolio if there is a downturn in the market.

-> Lending Portfolio securities may result in losses if the borrower fails
to repay the securities loaned.

-> Frequent trades of securities can increase costs of the Portfolio.

All of the above factors can reduce the return you may receive from an
investment in the Portfolio. You should review carefully the discussion
below in the Section called Principal Strategies and Risks of the
Portfolios. That section discusses the above risks and some additional
strategies and risks that could affect the return you receive from an
investment in the Portfolio.

* Subadviser: Berkeley Capital Management.

* Portfolio Manager: William F. Cox, CFA, of Berkeley Capital Management .

Berkeley Money Market Portfolio

Prior to November 3, 1997, the Portfolio was called the Salomon Money Market
Portfolio and it had a different subadviser. Shares of this Portfolio are no
longer available for sale.

* Investment Goal

Berkeley Money Market Portfolio seeks as high a level of current income as
is possible while maintaining a high level of liquidity and stability of
principal.

* Implementation of Goal

The Subadviser of the Berkeley Money Market Portfolio seeks to meet the
goal of the Portfolio by using the amounts you invest in the Portfolio to
purchase high quality, short-term, securities that are sold in U.S. dollars
and that meet the requirements for money market securities under the 1940
Act. These securities include the following:

-> obligations of the U.S. Government, its agencies or instrumentalities;

-> obligations of U.S. or foreign banks;

-> obligations guaranteed by the U.S. Government, its agencies or
instrumentalities;

-> obligations guaranteed by U.S. or foreign banks;

-> Commercial paper;

-> Corporate debt obligations including variable rate obligations;

-> Short-term credit facilities; and

-> Asset-backed securities.

* Principal Strategies

-> The Subadviser will purchase obligations for the Portfolio that the
Subadviser determines have a very small amount of risk of loss to the
Portfolio. To determine the credit risk to the Portfolio, the
Subadviser will follow credit guidelines established by the Board of
Trustees for the Portfolio. Under those guidelines, the Subadviser
will only purchase obligations for the Portfolio if, immediately after
the purchase,

* the Portfolio has 95% of its assets invested in obligations that
are rated in the highest rating category by specified rating
organizations or in obligations that have not been rated but that
the Subadviser considers comparable to the rated obligations
(First Tier Obligations);

* any remaining assets, but no more than 5% of the total assets of
the Portfolio, are invested in obligations that are rated in the
second highest rating category by specified rating organizations
and/or in comparable unrated obligations (Second Tier
Obligations); and

* no more than 1% of the total assets of the Portfolio that are
invested in Second Tier Obligations (or $1 million if greater)
are invested in the securities of any one issuer, excluding the
U.S. Government or its agencies or instrumentalities.

-> The Subadviser will only purchase obligations that mature in 13 months
or less.

-> The Subadviser will manage the Portfolio so that the average weighted
maturity of the Portfolio will not exceed 90 days.

* Principal Risks of the Portfolio

-> Interests in the Portfolio are not guaranteed or insured by the U.S.
Government or any other entity.

-> Repurchase agreements are subject to market risks and prepayment risks
which can reduce the return they pay.

-> Asset-backed securities can lose value if the borrowers whose loans
back the securities prepay those loans or default on the loans.

All of the above factors can reduce the return you may receive from an
investment in the Portfolio. You should review carefully the discussion
below in the Section called Principal Strategies and Risks of the
Portfolios. That section discusses the above risks and some additional
strategies and risks that could affect the return you receive from an
investment in the Portfolio.

* Subadviser: Berkeley Capital Management

* Portfolio Manager: William F. Cox, CFA, of Berkeley Capital Management

Harris Associates Value Portfolio

Before May 1, 1997, the Portfolio had different investment goals, policies and
restrictions and a different Subadviser.

* Investment Goal

Harris Associates Value Portfolio seeks long-term capital appreciation.

* Implementation of Goals

The Subadviser of the Harris Associates Value Portfolio seeks to meet the
goal of the Portfolio by investing the total assets of the Portfolio:

-> at least 65% in common and preferred stocks and securities that can be
converted into stocks such as convertible bonds and warrants
(collectively called stocks or equity securities), including in stocks
of smaller companies, that is companies with market capitalizations of
less than $1 billion;

-> up to 25% in stocks or warrants of non-U.S. companies or stocks traded
in non- U.S. markets;

-> in debt securities such as bonds issued by governments or
corporations, including up to 25% of its total assets in
lower-quality, higher-yielding bonds (junk bonds); and

-> up to 10% in other investment companies, such as mutual funds.

* Principal Strategies

The Subadviser tries to find stocks for the Portfolio that the Portfolio
can buy at a price that is significantly less than what the Subadviser
believes the stock is worth. The Subadviser believes that the Portfolio
will benefit if the Portfolio holds these undervalued stocks until they
reach their potential value. The Subadviser uses several methods to
evaluate the companies whose stock the Subadviser is considering for the
Portfolio. The Subadviser relies primarily, however, on how well the
Subadviser believes the company can produce cash for its shareholders.

The Subadviser may engage in short sales of stock when the Subadviser
expects that the purchase price of the stock is going to go down. A short
sale means that the Subadviser agrees to sell the stock at a fixed price,
but does not deliver the stock until the sale date. The Portfolio may
already own the stock, but a short sale protects the Portfolio from a loss
if the price goes down, or allows the Portfolio to realize a profit on the
stock. The Subadviser may use up to 20% of the total assets of the
Portfolio for short sales of securities. The Subadviser will only sell
stock short that it owns or that it has the right to purchase and for which
it has already paid.

* Portfolio Turnover Rate

The portfolio turnover rate for the Portfolio for 1998 was ___%. The rate
may vary from year to year depending on markets and redemption requests,
but is not expected to exceed ___% during 1999.

* Specific Risks of the Portfolio

-> Stocks tend to go up and down in value more than bonds or other debt
(fixed income) securities.

-> Stocks of undervalued companies may never achieve their potential
value.

-> Smaller companies may have a greater risk of failing than more
established companies.

-> Investments in non-U.S. securities are subject to risks in addition to
the normal risks of investments.

-> Lower quality bonds have a greater risk of default than higher quality
bonds.

-> Engaging in short sales of stock can increase the losses of the
Portfolio.

-> Purchasing shares of other investment companies may result in the
Portfolio paying for some administrative costs both through the
investment company it purchases and directly.

All of the above factors can reduce the return you may receive from an
investment in the Portfolio. You should review carefully the discussion
below in the Section called Principal Strategies and Risks of the
Portfolios. That section discusses the above risks and some additional
strategies and risks that could affect the return you receive from an
investment in the Portfolio.

* Subadviser: Harris Associates L.P.

* Portfolio Managers: Robert Sanborn and Floyd Bellman of Harris Associates
L.P.

Lexington Corporate Leaders Portfolio

* Investment Goal

Lexington Corporate Leaders Portfolio seeks long-term capital growth and
income.

* Implementation of Goal

The Subadviser of the Lexington Corporate Leaders Portfolio seeks to meet
the goal of the Portfolio by investing the assets of the Portfolio in the
common stocks of large, well-established companies. These are companies
that have a market capitalization greater than $1 billion, an established
history of earnings and dividend payments and a large number of publicly
held shares with high trading volume and a high degree of liquidity.

* Principal Strategies

The stocks that the Subadviser will select for the Portfolio will be
substantially selected from among the stocks of companies represented in
the Dow Jones Industrial Average. The stocks will be selected from a list
of the stocks of approximately 100 companies that the Subadviser considers
"corporate leaders." These are companies that meet the standards listed
above, which the Subadviser has set for the investments of the Portfolio.
Under normal circumstances, the Subadviser will invest the assets of the
Portfolio equally among all of those stocks. The Subadviser does not have
to invest in the stocks of all of the companies listed on the Dow Jones
Industrial Average and may invest in stocks of companies not listed on the
Dow Jones Industrial Average if the Subadviser believes that those
companies meet the high standards it applies in selecting stocks for the
Portfolio.

The Subadviser is not required to diversify the assets of the Portfolio.
The Subadviser can invest one-half of the assets of the Portfolio in as few
as two companies by investing up to 25% of the total assets in the stocks
of each company. The Subadviser can invest the other half of the assets in
as few as ten companies by investing up to 5% of the total assets in the
stocks of each company.

The Dow Jones Industrial Average is a list put together by Dow Jones &
Company of companies that meet certain high standards and that represent
dominant firms in their respective industries. The return of the stocks on
the Dow Jones Industrial Average is used to measure the daily performance
of the stock markets. The Portfolio is not sponsored by Dow Jones & Company
nor is it an affiliate of Dow Jones & Company. The term "Dow Jones
Industrial Average" and the abbreviation "DJIA" are trademarks of Dow Jones
& Company.

* Portfolio Turnover Rate

The portfolio turnover rate for the Portfolio for 1998 was ___%. The rate
may vary from year to year depending on markets and redemption requests,
but is not expected to exceed ___% during 1999.

* Specific Risks of the Portfolio

-> Although the Subadviser expects to invest in the stocks of companies
listed in the Dow Jones Industrial Average, the Subadviser does not
expect the Portfolio to have the same return as the Dow Jones
Industrial Average.

-> Stocks tend to go up and down in value more than bonds or other debt
(fixed income) securities.

-> Since the Portfolio is not diversified, it can invest a large
percentage of the assets in a small number of different companies,
which means there is a larger risk to the Portfolio if one of those
companies is not successful.

All of the above factors can reduce the return you may receive from an
investment in the Portfolio. You should review carefully the discussion
below in the Section called Principal Strategies and Risks of the
Portfolios. That section discusses the above risks and some additional
strategies and risks that could affect the return you receive from an
investment in the Portfolio.

* Subadviser: Lexington Management Corporation.

* Portfolio Manager: An investment management team from the Subadviser is
responsible for the day to day management of the Portfolio. Lawrence
Kantor, an Executive Vice President of Lexington Management Corporation, is
the lead manager.

Strong Growth Portfolio

* Investment Goal

Strong Growth Portfolio seeks capital growth.

* Implementation of Goals

The Subadviser of the Strong Growth Portfolio seeks to meet the goal of the
Portfolio by investing the total assets of the Portfolio

-> at least 65% in common and preferred stocks and securities that can be
converted into stocks, such as warrants and convertible bonds
(collectively called stocks or equity securities); the stocks may
include a substantial amount of stocks of small to medium sized
companies, that is companies with market capitalizations of $3 billion
or less;

-> up to 35% in debt obligations, such as bonds, issued by governments or
corporations, including up to 5% in debt which is considered below
investment grade, which may be lower-quality, higher-yielding bonds
(junk bonds);

-> up to 15% in securities of non-U.S. companies or traded in non-U.S.
markets; and

-> an unlimited amount of depository receipts which are securities traded
in U.S. dollars in U.S. markets, but which represent an indirect
interest in non-U.S. companies. The Subadviser has agreed, however, to
limit the total amount of its foreign investments, both direct and
indirect through depository receipts, to no more than 25% of the total
assets of the Portfolio.

* Principal Strategies

The Subadviser will generally try to invest in the securities of companies
that the Subadviser believes will have growth in their earnings, or
companies which the Subadviser believes are undervalued by the market. In
selecting stocks for the Portfolio, the Subadviser generally evaluates the
company's prospects for sales growth and growth of earnings; the projected
return the company will provide for the amount of capital the Portfolio
would invest in the company; the overall financial strength of the company;
any competitive advantages the company might have such as innovative
products or services; the effectiveness of the company's research, product
development and marketing activities; and the stability and capabilities of
management.

The Subadviser may use derivatives for hedging or managing risk, but not
for speculation. Derivatives are securities or agreements whose value is
derived from or comes from the value of some underlying asset, such as
futures and options.

* Portfolio Turnover Rate

The Subadviser may actively trade the securities held by the Portfolio if
the Subadviser decides that the trades will help the Portfolio meet its
investment goal. Active trading can increase the portfolio turnover rate
for the Portfolio. The portfolio turnover rate for the Portfolio was ___%
in 1998 . The rate may vary from year to year depending on markets and
redemption requests, but is not expected to exceed ___% during 1999.

* Specific Risks of the Portfolio

-> Stocks tend to go up and down in value more than bonds or other debt
(fixed income) securities.

-> Smaller companies may have a greater risk of failing than more
established companies.

-> Stocks of undervalued companies may never achieve their potential
value.

-> Investments in non-U.S. securities are subject to risks in addition to
the normal risks of investments.

-> There is a risk in using derivative transactions that the security may
not go up or down as the Subadviser anticipates, resulting in a loss
to the Portfolio.

-> Frequent trades of securities can increase costs of the Portfolio.

All of the above factors can reduce the return you may receive from an
investment in the Portfolio. You should review carefully the discussion
below in the Section called Principal Strategies and Risks of the
Portfolios. That section discusses the above risks and some additional
strategies and risks that could affect the return you receive from an
investment in the Portfolio.

* Subadviser: Strong Capital Management, Inc.

* Portfolio Manager: Mr. Ronald C. Ognar of Strong Capital Management, Inc.

MFS Total Return Portfolio

* Investment Goal

MFS Total Return Portfolio seeks total return.

* Implementation of Goal

The Subadviser of the MFS Total Return Portfolio seeks to meet the goal of
the Portfolio by investing the total assets of the Portfolio

-> at least 40% and no more than 75% in common and preferred stocks and
securities that can be converted into stocks, such as warrants and
convertible bonds (collectively called stock or equity securities);

-> at least 25% in debt obligations, such as bonds, that produce income
(fixed income securities), including short-term obligations and
including up to 20% of the assets in lower-quality, higher-yielding
bonds (junk bonds).

* Principal Strategies

The Subadviser seeks to invest in a way that is consistent with the way a
prudent investor would invest its assets. It selects investments for the
Portfolio that it believes will provide the Portfolio with a return that
includes both above average income from its investments (that is more
income than you would receive from investing only in stocks) and growth of
capital from its investments. The Subadviser will select investments for
the Portfolio from a broad list of securities that may be diversified among
different types of companies and different industries. The Subadviser will
divide the assets between equity and fixed income securities based on the
Subadviser's evaluation of the then current economic and market conditions
and which securities will best help the Portfolio meet its investment goal
under those conditions.

* Portfolio Turnover Rate

* Specific Risks of the Portfolio

-> Stocks tend to go up and down in value more than bonds or other debt
(fixed income) securities.

-> Lower quality bonds have a greater risk of default than higher quality
bonds.

All of the above factors can reduce the return you may receive from an
investment in the Portfolio. You should review carefully the discussion
below in the Section called Principal Strategies and Risks of the
Portfolios. That section discusses the above risks and some additional
strategies and risks that could affect the return you receive from an
investment in the Portfolio.

* Subadviser: Massachusetts Financial Services Company.

* Portfolio Manager: David M. Calabro of Massachusetts Financial
Services Company is the head of a team of Portfolio managers
responsible for the Portfolio. Geoffrey L. Kurinsky, also of
Massachusetts Financial Services Company, is responsible for the
management of the fixed income portion of the assets.

SAI Global Leaders Portfolio

* Investment Goal

SAI Global Leaders Portfolio seeks long-term capital growth.

* Implementation of Goal

-> The Portfolio may invest up to 80% of its net assets in foreign equity
securities, either directly or through depositary shares.

-> The Portfolio will invest primarily in the equity securities of
foreign and domestic companies with large capitalizations (in excess
of $3.0 billion). These companies will also generally have a high
degree of liquidity and will have exhibited dominance in their
respective industries on a global basis.

-> The Portfolio usually invests in issuers from at least three different
countries, although it may at times invest in fewer than three
countries. Outside the U.S., the Portfolio will invest primarily in
Europe, Japan and Australia, although it may invest up to 10% of its
assets in emerging markets countries.

-> The Portfolio may also invest up to 35% of its assets in intermediate-
to long-term debt securities including U.S. Government, U.S.
Government Agency, corporate and foreign debt obligations such as
Brady Bonds.

-> The Portfolio may invest up to 20% of its assets in debt which is
considered below investment grade.

* Principal Strategies

The Portfolio will primarily invest in common stocks, but may also invest
in other securities including preferred stocks, warrants, convertible bonds
and debt securities when the Subadviser perceives these other securities
offer attractive growth potential or to receive a return on idle cash.

The Portfolio will generally invest in companies that have the following
characteristics in the opinion of the Subadviser:

* Large capitalization with strong overall financial strength and sound
financing policies.

* High profitability as measured by an adjusted return on capital
calculation.

* A worldwide market for the company's products or services.

* High quality management with a history of providing attractive returns
to shareholders.

* A relatively narrow industry focus with exhibited dominance in that
industry.

* Strong earnings growth prospects and attractive valuation measures.

The Subadviser may use derivatives, including derivatives related to foreign
securities or currencies, for hedging or managing risk, and to a limited extent,
to seek an enhanced return. Derivatives are securities or agreements whose value
is derived from or comes from the value of some underlying asset, such as
futures and options.

* Portfolio Turnover Rate

The Portfolio has not yet commenced investment operations. The portfolio
turnover rate for the Portfolio may vary from year to year depending on market
and redemption requests, but is not expected to exceed ____% during 1999.

* Specific Risks of the Portfolio

-> Stocks tend to go up and down in value more than bonds or other debt
(fixed income) securities.

-> Investments in non-U.S. securities are subject to risks in addition to
the normal risks of investments.

-> Securities traded in emerging or developing markets may be affected by
the political, social or market conditions where they are traded.

-> There is a risk in using derivative transactions that the security may
not go up or down as the Subadviser anticipates, resulting in a loss
to the Portfolio.

-> Lower quality bonds have a greater risk of default than higher quality
bonds.

All of the above factors can reduce the return you may receive from an
investment in the Portfolio. You should review carefully the discussion
below in the Section called Principal Strategies and Risks of the
Portfolios. That section discusses the above risks and some additional
strategies and risks that could affect the return you receive from an
investment in the Portfolio.

* Subadviser: Select Advisors, Inc.

* Portfolio Manager: David L. Ruff, CFA and Jack Waymire of Select Advisors,
Inc.

Principal Strategies and Risks of the Portfolios

The following strategies will be used by some or all of the Portfolios. These
strategies can affect the return you receive from your investment in a
Portfolio.

* Investment Goals. The above discussion lists investment goals for each of
the Portfolios described in this document. There is no assurance that the
Subadvisers will achieve the investment goals described above or any other
investment goals for the Portfolios. Furthermore, the Board of Trustees of
the Trust may change the investment goals of any of the Portfolios at any
time, without the consent of the shareholders or the holders of the
Contracts who have assets invested in the Portfolios.

* Market Risks. All securities have market risk. The Subadvisers invest in
different types of securities and investment techniques all of which
involve varying amounts of risk. The value of bonds and other fixed income
securities will go up and down in response to changes in interest rates
charged by the federal reserve and the lending banks. Stocks may be
affected by the overall economy, both within and without the United States
and by changes in demand for certain products or in certain parts of the
market.

* Investments in Stocks. Stocks tend to go up and down in value more than do
bonds or other debt obligations (fixed income securities), making them more
volatile. Volatile securities have a greater potential return than do fixed
income securities, but have more risk of loss. Although, in the past,
stocks that have been held for a long period of time have provided higher
returns than less volatile securities, there is no assurance that they will
do so in the future.

* Investment in Bonds. The value of bonds and other debt obligations(fixed
income securities) will change when interest rates change. If interest
rates go down, the market value of bonds held by the Portfolio that pay
higher interest rates increases; however if interest rates go up, the
market value of bonds held by the Portfolio that pay lower interest rates
goes down.

* Smaller Companies. Investment in the stocks of smaller companies has risks
in addition to the risk of investing in any stocks. Smaller companies have
less capitalization than larger companies and a greater risk of failing.
Smaller companies may be less diversified than larger companies and
therefore may be more at risk from economic changes that affect only
specific industries or markets.

* Investing in Larger Companies. Larger more established companies may be
unable to respond quickly to new competitive challenges such as changes in
technology and consumer tastes. Many larger companies also may not be able
to attain the high growth rates of successful smaller companies, especially
during an extended period of economic expansion.

* Purchasing for Value. When a Subadviser purchases stocks of companies that
other investors have not recognized as having value, there is a risk that
those stocks will never be recognized by other investors and therefore may
not achieve their potential value.

* Limited Diversification. Each of the Portfolios, except the Lexington
Corporate Leaders Portfolio, is diversified as described in the Investment
Company Act of 1940. Although the Lexington Corporate Leaders Portfolio is
not diversified as defined by the Investment Company Act of 1940, it will
invest its assets so that it meets the diversification requirements
necessary to qualify it as a regulated investment company under Subchapter
M of the Internal Revenue Code. Investing larger amounts in the securities
of only a few companies, can increase the potential losses of the
Portfolio, since a loss on that stock would have a larger effect on the
Portfolio than a loss on a stock in which the Portfolio has a smaller
interest. There is potentially a larger risk to the Portfolio if one of its
investments is not successful, or if there is a downturn in the industry in
which one of its investments is involved.

* Derivatives. Derivatives can be volatile investments and involve certain
risks. A Portfolio may be unable to limit its losses by closing a position
due to lack of a liquid market or similar factors. Losses may also occur if
there is not a perfect correlation between the value of futures or forward
contracts and the related securities. The use of futures may involve a high
degree of leverage because of low margin requirements. As a result, small
price movements in futures contracts may result in immediate and
potentially unlimited gains or losses to a Portfolio. Leverage may
exaggerate losses of principal. The amount of gains or losses on
investments in futures contracts depends on the investment adviser's
ability to predict correctly the direction of stock prices, interest rates
and other economic factors.

* Foreign Securities. Investments in non-U.S. securities are subject to risks
in addition to the normal risks of investments. The value of non-U.S.
securities will change as the exchange rates for the currency in the
countries where the companies are located change. Some countries do not
have the same kinds of laws that protect the purchasers of securities, as
do countries with more established markets such as the United States.
Therefore, there is more risk in purchasing securities issued by companies
located in those countries. In addition, there may be less information
available about non-U.S. issuers, delays in settling sales of foreign
securities and governmental restrictions or controls that can adversely
affect the value of securities of foreign companies. Securities of foreign
companies may not be as easy to sell as securities of U.S. companies. The
Portfolio may incur additional costs in handling foreign securities, such
as increased sales costs and custody costs.

* Emerging Market Countries. The risks associated with investment in foreign
securities are heightened in connection with investments in the securities
of issuers in emerging markets countries, as these markets are generally
more volatile than the markets of developed countries.

* Mortgage-Backed Securities. There is a risk for a Portfolio when it
purchases mortgage-backed securities. Under these arrangements, the
Portfolio acquires an interest in a pool of loans and the mortgages
securing those loans. As the borrowers make principal and interest payments
on the loans, the Portfolio receives a share of those payments. The value
of the interests in these pools will go up and down as interest rates go up
and down in the same manner as bonds. In addition, however, the value is
reduced if the borrowers repay the loans earlier than predicted,
particularly when the interest rates on the repaid loans are higher than
current interest rates being paid for new loans that would replace the
repaid loans. The value of the interests is also reduced if the borrowers
default on the loans and the mortgaged property, collateral and/or other
guarantees securing the loans are not sufficient to cover the amounts in
default.

* Repurchase Agreements. Under a repurchase agreement the purchaser acquires
a debt instrument for a relatively short time. The seller of the debt
instrument agrees to repurchase the instrument and the purchaser agrees to
resell the instrument at a fixed price and time. Repurchase agreements give
the Portfolio the potential for increased returns, but also have similar
market risks to those of investing in mortgage dollar roll transactions
described below. If the value of the security that will be repurchased
increases above the repurchase price, the Portfolio will benefit. However,
if the value goes down, the Portfolio will be purchasing a security at a
price higher than its value. In addition in a repurchase agreement, there
is a risk that the other party will refuse to resell the security at the
end of the transaction period. The purchaser receives collateral from the
seller to back up the seller's agreement to repurchase; however, there is a
risk that the collateral may not be worth the amount paid by the purchaser
for the instrument. The purchaser may also have difficulty selling the
collateral.

* Mortgage Dollar Roll Transactions. Mortgage dollar roll transactions have
risks that are similar to those of reverse repurchase agreements. These
transactions can increase the return of a Portfolio if the market value of
the security sold by the Portfolio goes up to a price higher than the price
at which the Portfolio can repurchase the security. However, if the market
value goes down, the Portfolio will be purchasing a security at a price
that is higher than its market value.

* Borrowing. All of the Portfolios may borrow money for temporary or
emergency purposes. Most of the Portfolios can engage in borrowing by
investing in dollar roll transactions, repurchase agreements or similar
securities. Some Portfolios can borrow money or securities to increase the
return on a Portfolio. Borrowing money or securities increases the assets
that a Portfolio has available to invest. If the investments are
profitable, the return for the Portfolio is enhanced. However, if the
investments lose value, the losses are exaggerated.

* Lending Securities. Lending securities means that the Portfolio lends
securities that the Portfolio owns to a third party for a fee. The
Portfolio holds other assets of the borrower as collateral to insure the
repayment of the securities loaned. Lending Portfolio securities may result
in losses to the Portfolio if the borrower does not repay the securities
loaned and the Portfolio is unable to sell the collateral for an amount
equal to the value of the loaned securities.

* Below Investment Grade Bonds or Junk Bonds. Investing in below investment
grade bonds, such as the lower quality, higher yielding bonds called junk
bonds, can increase the risks of loss for a Portfolio. Junk bonds are bonds
that are issued by small companies or companies with limited assets or
short operating histories. These companies are more likely than more
established or larger companies to default on the bonds and not pay
interest or pay back the full principal amount. Third parties may not be
willing to purchase the bonds from the Portfolios, which means they may be
difficult to sell and some may be considered illiquid. Because of these
risks, the companies issuing the junk bonds pay higher interest rates than
companies issuing higher grade bonds. The higher interest rates can give
investors a higher return on their investment.

* Short Sales. Engaging in short sales of stock can increase the losses of
the Portfolio if the value of the stock increases before the Portfolio buys
the stock to cover the short sale.

* Illiquid and Restricted Securities. The Berkeley Money Market Portfolio may
invest up to 10% of its assets in securities which it cannot easily sell or
which it cannot sell quickly (within seven days) without taking a reduced
price for them (illiquid securities). All other Portfolios may invest up to
15% of their assets in illiquid securities. Any Portfolio may invest in
securities that the Portfolio cannot sell unless it meets certain
restrictions (restricted securities). The restrictions usually relate to
the initial sale of the security, such as securities purchased in a private
transaction or securities sold only to qualified purchasers. It may take
the Subadvisers more time to sell illiquid or restricted securities than it
would take them to sell other securities. The Portfolio might be forced to
sell the securities at a discount or be unable to sell securities at all
that are losing value.

* Cash Investments. In addition to the investments described above for each
Portfolio, each Subadviser may keep a portion of a Portfolio's assets in
cash or in investments that are as liquid as cash such as money market
mutual funds. The Subadvisers keep the cash available to meet unexpected
expenditures such as redemptions. Investments in cash or similar liquid
securities (cash equivalents) generally do not provide as high a return as
would assets invested in other types of securities.

* Defensive Positions. The Subadvisers have described their strategies for
investing the assets of each Portfolio under normal market conditions.
Under extraordinary market, economic, political or other conditions, the
Subadvisers may not follow their normal strategies, but instead may take
certain temporary, defensive actions. These actions may include moving all
assets to cash or cash equivalent investments or taking extraordinary steps
to limit losses in response to adverse conditions. Defensive actions may
prevent a Portfolio from achieving its investment goal.

* Portfolio Turnover. Some of the Subadvisers may buy and sell securities for
the Portfolios frequently, which increases a Portfolio's portfolio turnover
rate. That rate is the percentage of all the net assets of a Portfolio that
are bought and sold during a year. The higher the portfolio turnover rate,
the higher will be the related transaction costs, such as brokerage costs,
charged to the Portfolio. The Subadvisers that actively trade Portfolio
assets, expect that the potentially improved performance from frequent
transactions will offset the higher costs; however, higher transaction
costs can reduce the return of the Portfolio.

* Year 2000 (Y2K). There is a risk that computer systems that the Portfolios
or their service providers use might not be ready for the year 2000. In
some systems, the programs use dates that only include the last two numbers
for the year. In that case, the computer program will not be able to tell
the difference between 1900 and 2000. Reports, pricing or other information
might not be available on January 1, 2000. The Portfolios and the Trust
have taken actions which they believe will make their systems compatible
with the year 2000. In addition, the Trust has obtained representations
from service providers that their systems will be ready for the year 2000.
Nonetheless, there is a risk that some systems may not be ready or that
unanticipated problems could arise once the year 2000 arrives. There is
also a risk that companies in which the Portfolios invest may not be ready
for the year 2000, which could affect the value of the securities in those
companies which the Portfolios hold.

MANAGEMENT OF THE PORTFOLIOS

Investment Adviser

* Background. LPIMC Insurance Marketing Services has been the investment
adviser for each Portfolio since its inception. The investment adviser
maintains its principal office at 1755 Creekside Oaks Drive, Sacramento,
California 95833. The investment adviser is a wholly-owned subsidiary of
London Pacific Life and Annuity Company, which is a wholly-owned subsidiary
of London Pacific Group Limited, a corporation listed on the London Stock
Exchange and the NASDAQ market system. As of December 31, 1998, London
Pacific Group Limited had a market capitalization of over $210 million and,
either directly or through its subsidiaries, managed or administered funds
having total assets in excess of $7.3 billion. London Pacific Life and
Annuity Company issues the Contracts through which you may invest in the
Portfolios. The investment adviser has been registered as an investment
adviser with the Securities and Exchange Commission since ----------.

* Investment Advisory Agreement. The Board of Trustees oversees the
investment of the assets of each Portfolio. The Board, on behalf of the
Trust and its Portfolios, has entered into an Investment Advisory Agreement
with the investment adviser. The agreement authorizes the investment
adviser to manage the investment of the assets of each Portfolio, based on
the investment goals and policies of each Portfolio. The investment adviser
must develop a program for investing the assets of each Portfolio that is
consistent with the investment goal of each Portfolio and that follows the
policies and restrictions that the Board of Trustees has set for the
Portfolios. This Prospectus and the Statement of Additional Information
describe these policies. (See the back cover of this prospectus to find out
how to get a free copy of the Statement of Additional Information.) The
investment adviser is responsible for determining the securities to be
bought, sold, held or lent by each Portfolio and for carrying out those
transactions.

* Compensation. The investment adviser receives a fee, monthly, from each
Portfolio for management of the net assets of the Portfolio. The investment
adviser calculates the fee based on the average daily net assets of each
Portfolio. During 1998, the last fiscal year of the Portfolio, each of the
Portfolios paid the investment adviser the following percentage of its
average daily net assets as compensation for its services as investment
adviser to the Portfolios:

Robertson Stephens Diversified Growth Portfolio.......................%

Berkeley U.S. Quality Bond Portfolio..................................%

Berkeley Money Market Portfolio.......................................%

Harris Associates Value Portfolio.....................................%

Strong Growth Portfolio...............................................%

Lexington Corporate Leaders Portfolio ................................%

MFS Total Return Portfolio............................................%

The percentage of net assets paid to the investment adviser as an
investment advisory fee for each Portfolio changes with the amount of net
assets in the Portfolio. Generally the larger the net assets, the lower the
fees as a percentage of net assets.

Under the Investment Advisory Agreement, the Trust is obligated to pay the
Adviser a monthly fee at the following annual rates based on the average daily
net assets of a Portfolio:

<TABLE>
<CAPTION>
PORTFOLIO ADVISORY FEE
--------- ------------
<S> <C> <C>
Robertson Stephens Diversified Growth 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

Berkeley U.S. Quality Bond Portfolio .55% of first $50 million of average daily net assets
.525% of next $100 million of average daily net assets
.50% of next $150 million of average daily net assets
.45% of next $200 million of average daily net assets
.425% of average daily net assets over and above $500 million

Berkeley Money Market Portfolio .45% of first $50 million of average daily net assets
.425% of next $100 million of average daily net assets
.40% of next $150 million of average daily net assets
.35% of next $200 million of average daily net assets
.325% of average daily net assets over and above $500 million

Harris Associates Value Portfolio 1.00% of first $25 million of average daily net assets
.85% of next $75 million of average daily net assets
.75% of average daily net assets over and above $100 million

Lexington Corporate Leaders Portfolio .65% of first $10 million of average daily net assets
.60% of next $90 million of average daily net assets
.55% of average daily net assets over and above $100 million

Strong Growth Portfolio .75% of first $150 million of average daily net assets
.70% of next $350 million of average daily net assets
.65% of average daily net assets over and above $500 million

MFS Total Return Portfolio .75% of first $200 million of average daily net assets
.70% of the next $1.1 billion of average daily net assets
.65% of average daily net assets over and above $1.3 billion

SAI Global Leaders Portfolio .25% of average daily net assets
</TABLE>

* Other Services and Expenses. The investment adviser is also responsible for
the operation of each Portfolio and the supervision of others who provide
services to the Portfolios such as custodians, accountants and transfer
agents. The investment adviser must provide office space and the services
of personnel to carry out the operations of the Portfolios. The investment
adviser pays all ordinary office expenses for the Trust and the Portfolios.
The investment adviser also pays the salaries and costs of persons employed
by the investment adviser who serve as officers or Trustees of the Trust.
The Portfolios are responsible for all their own direct expenses such as
fees of custodians, accountants, transfer agents and unaffiliated trustees.
London Pacific Life and Annuity Company has entered into an agreement with
the Trust agreeing to reimburse each of the Portfolios, except the Berkeley
U.S. Quality Bond and Berkeley Money Market Portfolios, for their expenses
that exceed certain agreed limits. This agreement continues through
December 31, 1999 and would limit the expenses of each of the Portfolios,
except the Berkeley U.S. Quality Bond and Berkeley Money Market Portfolios
(other than brokerage commissions) to the following annual percentages of
average daily net assets:

Robertson Stephens Diversified Growth Portfolio........................1.39%

Harris Associates Value Portfolio......................................1.29%

Strong Growth Portfolio................................................1.29%

Lexington Corporate Leaders Portfolio..................................1.29%

MFS Total Return Portfolio.............................................1.29%

SAI Global Leaders Portfolio...........................................1.29%

Subadvisers and Portfolio Management

* Subadvisory Agreements. The investment advisory agreement allows the
investment adviser to contract with third parties to provide some or all of
its duties to the Portfolios under the Investment Advisory Agreement. The
investment adviser has contracted with the Subadvisers listed below to
provide day to day management of the assets of each of the Portfolios.
Under the terms of the agreements between each Subadviser and the
investment adviser, the Subadviser will develop a plan for investing the
assets of each Portfolio, select the assets to be purchased and sold by
each Portfolio, select the broker-dealer or broker-dealers through which
the Portfolio will buy and sell its assets, and negotiate the payment of
commissions, if any, to those broker-dealers. Each Subadviser follows the
policies set by the investment adviser and the Board of Trustees for each
of the Portfolios.

* Compensation. Under the Subadvisory Agreements, the investment adviser has
agreed to pay each Subadviser a fee for its services out of the fees the
investment adviser receives from the Portfolios. During 1998, the last
fiscal year of the Portfolios, the investment adviser paid each of the
Subadvisers fees based on the following percentage of each Portfolio's
average daily net assets:

Robertson Stephens Diversified Growth Portfolio.....................%

Berkeley U.S. Quality Bond Portfolio................................%

Berkeley Money Market Portfolio.....................................%

Harris Associates Value Portfolio...................................%

Strong Growth Portfolio.............................................%

Lexington Corporate Leaders Portfolio ..............................%

MFS Total Return Portfolio..........................................%

The percentage of net assets paid to the Subadvisers as fees for their
services to each Portfolio changes with the amount of net assets in the
Portfolio. Generally the larger the net assets, the lower the fees as a
percentage of net assets.

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

<TABLE>
<CAPTION>
PORTFOLIO SUB-ADVISORY FEE
--------- ----------------
<S> <C> <C>
Robertson Stephens Diversified Growth 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

Berkeley U.S. Quality Bond Portfolio .30% of first $50 million of average daily net assets
.275% of next $100 million of average daily net assets
.25% of next $150 million of average daily net assets
.20% of next $200 million of average daily net assets
.175% of average daily net assets over and above $500 million

Berkeley Money Market Portfolio .20% of first $50 million of average daily net assets
.175% of next $100 million of average daily net assets
.15% of next $150 million of average daily net assets
.10% of next $200 million of average daily net assets
.075% of average daily net assets over and above $500 million

Harris Associates Value Portfolio .75% of first $25 million of average daily net assets
.60% of next $75 million of average daily net assets
.50% of average daily net assets over and above $100 million

Lexington Corporate Leaders Portfolio .40% of first $10 million of average daily net assets
.35% of the next $90 million of average daily net assets
.30% over and above $100 million of average daily net assets

Strong Growth Portfolio .50% of first $150 million of average daily net assets
.45% of the next $350 million of average daily net assets
.40% of average daily net assets over and above $500 million

MFS Total Return Portfolio .50% of first $200 million of average net assets
.45% of the next $1.1 billion of average daily net assets
.40% of average daily net assets over and above $1.3 billion

SAI Global Leaders Portfolio .50% of average daily net assets
</TABLE>

* Robertson Stephens Diversified Growth Portfolio

-> Subadviser. Robertson, Stephens & Company Investment Management, L.P.
has been the Subadviser of the Robertson Stephens Diversified Growth
Portfolio since May 1, 1997. The Subadviser was formed in 1993 and has
been registered as an investment adviser with the Securities and
Exchange Commission since 1993. It maintains its principal office at
555 California Street, San Francisco, California 94104. The Subadviser
is an indirect wholly owned subsidiary of BankAmerica Corporation.
BankAmerica Corporation is a global financial services company with
$250 billion in assets and an equity capital base of $20 billion. As
of December 31, 1998, the Subadviser and its investment advisory
affiliates were managing in excess of $20 billion for public and
private investment funds.

-> Portfolio Manager. John L. Wallace is responsible for the day to day
management of the assets of the Portfolio. Mr. Wallace has been a
portfolio manager with the Subadviser since July 1995. From 19____
until joining Robertson, Stephens & Company, Mr. Wallace was a Vice
President of Oppenheimer Funds, Inc. From 1991 through June 1995, he
was the portfolio manager of the Oppenheimer Main Street Income and
Growth Fund and from 1990 through June 1995, he was the manager of the
Oppenheimer Total Return Fund. Mr. Wallace received his B.A. from the
University of Idaho and his M.B.A. from Pace University.

* Berkeley U.S. Quality Bond Portfolio and Berkeley Money Market Portfolio

-> Subadviser. Berkeley Capital Management has been the Subadviser of the
Berkeley U.S. Quality Bond Portfolio and Berkeley Money Market
Portfolio since November 3, 1997. The Subadviser has been managing
assets as an investment adviser since 1972. As of December 31, 1998,
it was managing approximately $1.6 billion in assets for both
institutional and retail clients. The Subadviser maintains its
principal office at 650 California Street, Suite 2800, San Francisco,
California 94108. Berkeley Capital Management is a wholly- owned
subsidiary of London Pacific Group, Inc. and is an affiliate of the
investment adviser and London Pacific Life and Annuity Company, the
life insurance company issuing the Contracts.

-> Portfolio Manager. William F. Cox, CFA has been responsible for the
day to day management of the assets of both the Berkeley Quality Bond
Portfolio and Berkeley Money Market Portfolio since November 3, 1997.
Mr. Cox has been a Portfolio manager for the Subadviser since 1992 and
has over 11 years experience in the investment business. Mr. Cox
received his B.S. from the University of California at Berkeley and
his M.B.A. from the University of California at Los Angeles.

* Harris Associates Value Portfolio

-> Subadviser. Harris Associates L.P. has been the Subadviser of the
Harris Associates Value Portfolio since May 1, 1997. The Subadviser
has been in business as an investment adviser since 19__. It maintains
its principal office at 2 North LaSalle Street, Chicago, Illinois
60602. The Subadviser is a wholly owned subsidiary of New England
Investment Companies, L.P., which is a publicly traded limited
partnership that owns investment management firms. A majority of the
limited partnership interests in New England Investment Companies,
L.P. are owned by Metropolitan Life Insurance Company. As of December
31, 1998, the Subadviser was managing in excess of $_______ for its
clients.

-> Portfolio Manager. Robert Sanborn and Floyd Bellman are primarily
responsible for the day-to-day management of the Portfolio. Mr.
Sanborn has been employed by Harris Associates L.P. since 1988 and has
managed The Oakmark Fund of the Harris Associates Investment Trust
since its inception in 1991.Mr. Bellman joined Harris Associates L.P.
in 1995. From 19__ to 1995, Mr. Bellman was a Vice President and
Senior Portfolio Manager at Harris Trust and Savings Bank

* Lexington Corporate Leaders Portfolio

-> Subadviser. Lexington Management Corporation has been the Subadviser
of the Lexington Corporate Leaders Portfolio since February 9, 1996,
the date the Portfolio was first available for sale. The Subadviser
has been in business as an investment adviser since 1938. It maintains
its principal office at Park 80 West Plaza Two, Post Office Box 1515,
Saddle Brook, New Jersey 07663. The Subadviser is a wholly owned
subsidiary of Lexington Global Asset Managers, Inc., which is
privately owned. As of December 31, 1998, the Subadviser was managing
in excess of $3.5 billion in assets for its clients. The service marks
"Lexington" and "Corporate Leaders" are owned by Lexington Management
Corporation. The Portfolio has a sublicense to use the service marks
as long as Lexington Management Corporation or its affiliates manage
the assets of the Portfolio.

-> Portfolio Manager. The Lexington Corporate Leaders Portfolio is
managed by an investment management team. Lawrence Kantor, who has
over 28 years investment experience, is the lead manager. Mr. Kantor
is a Managing Director and Executive Vice President of Lexington
Management Corporation. He is also a Director/Trustee of the Lexington
Funds and an Executive Vice President of Lexington Global Asset
Managers, Inc. Mr. Kantor joined the Subadviser in 1984. Mr. Kantor
received his B.S. from Long Island University and attended its
Graduate School of Business.

* Strong Growth Portfolio

-> Subadviser. Strong Capital Management, Inc. has been the Subadviser of
the Strong Growth Portfolio since February 9, 1996, the date the
Portfolio was first made available to the public. The Subadviser has
been in business as an investment adviser since 1974. It maintains its
principal office at Post Office Box 2936, Milwaukee, Wisconsin
53201-2936. The Subadviser is privately owned. As of December 31,
1998, the Subadviser was managing in excess of $29.8 billion in assets
for its clients, which include mutual funds, individuals and
institutional investors. It serves as the investment adviser of the
Strong Family of Funds.

-> Portfolio Managers. Ronald C. Ognar is primarily responsible for the
day to day management of the Strong Growth Portfolio. Mr. Ognar is a
Chartered Financial Analyst with more than 26 years of investment
experience. Mr. Ognar joined the Subadviser in 1993 after two years as
a principal and portfolio manager with RCM Capital Management. For
three years before joining RCM Capital Management, Mr. Ognar was a
portfolio manager at Kemper Financial Services in Chicago. Mr. Ognar
received his bachelor's degree in accounting from the University of
Illinois in 1968.

* MFS Total Return Portfolio

-> Subadviser. Massachusetts Financial Services Company has been the
Subadviser of the MFS Total Return Portfolio since February 9, 1996,
the date the Portfolio was first made available to the public. The
Subadviser is the oldest mutual fund organization in the United
States. The Subadviser and its predecessor organizations have a
history of money management dating from 1924. It maintains its
principal office at 500 Boylston Street, Boston, Massachusetts 02116.
The Subadviser is a wholly-owned subsidiary of Sun Life Assurance
Company of Canada, which is one of the largest international life
insurance companies. As of December 31, 1998, the Subadviser was
managing in excess of $77.6 billion in assets for approximately 2.9
million investors.

-> Portfolio Manager. A team of investment professionals is responsible
for the day-to-day management of the MFS Total Return Portfolio. David
M. Calabro, a Senior Vice President of the Subadviser, is the head of
the management team and a manager of the common stock portion of the
assets of the Portfolio. Mr. Calabro has been employed by the
Subadviser as a portfolio manager since 1992. Before joining the
Subadviser he was an analyst and sector portfolio manager with
Fidelity Investments for ___ years.

Geoffrey L. Kurinsky, a Senior Vice President of the Subadviser, is
responsible for managing the fixed income securities held by the
Portfolio. Mr. Kurinsky has been employed by the Subadviser as a
portfolio manager since 1987.

* SAI Global Leaders Portfolio

-> Subadviser. Select Advisors, Inc. (SAI) is an affiliate of London
Pacific Life and Annuity Company and of the investment adviser. SAI
began operations in 1983 through its predecessor company, and is a
registered investment adviser located at 1755 Creekside Oaks Drive,
Suite 290, Sacramento, CA 95833. SAI and affiliated companies provide
financial services for clients with assets in excess of $2 billion.
SAI is a wholly-owned subsidiary of the London Pacific Group Limited,
a corporation listed on the London Stock Exchange and the NASDAQ
market system with a market valuation of approximately $210 million.
The London Pacific Group Limited, which manages or administers funds
valued at approximately $_____ billion (including the assets managed
by the Sub-Adviser) as of December 31, 1998, maintains offices in
Jersey (Channel Islands), Sacramento, Raleigh and San Francisco.

-> Portfolio Manager. The investment professionals primarily responsible
for the daily management of the Portfolio are David L. Ruff, CFA and
Jack Waymire. Jack Waymire founded the SAI predecessor company in 1983
and has 26 years of investment experience. David Ruff has 12 years of
investment experience, and began with the SAI predecessor company in
1987.

PERFORMANCE OF THE PORTFOLIOS

Performance information for the Portfolios of the Trust, including a bar chart
and average annual total return information since the inception of the
Portfolios, is contained in this Prospectus under the heading "Performance."

COMPARABLE PERFORMANCE

Public Fund Performance

Each of the Robertson Stephens Diversified Growth Portfolio, the Harris
Associates Value Portfolio, the Strong Growth Portfolio and the MFS Total Return
Portfolio has a substantially similar investment objective and follows
substantially the same investment strategies as certain mutual funds whose
shares are sold to the public. Each of these public mutual funds is managed by
the same Subadviser which manages each of the corresponding Portfolios.

The historical performance of each of these public mutual funds is shown below.
This performance data should not be considered as an indication of future
performance of the Portfolios. The public mutual fund performance figures shown
below:

* reflect the deduction of the historical fees and expenses paid by the
public mutual funds and not those to be paid by the Portfolios

* do not reflect Contract fees or charges imposed by London Pacific Life
and Annuity Company. Investors should refer to the separate account
prospectus for information describing the Contract fees and charges.
These fees and charges will have a detrimental effect on Portfolio
performance.

The Portfolios and their corresponding public mutual fund series are expected to
hold similar securities. However, their investment results are expected to
differ for the following reasons:

* differences in asset size and cash flow resulting from purchases and
redemptions of Portfolio shares may result in different security
selections

* differences in the relative weightings of securities

* differences in the price paid for particular portfolio holdings

* differences relating to certain tax matters

The following table shows average annualized total returns for each comparable
public mutual fund for their fiscal 1998 years (ended December 31, 1998, except
September 30, 1998 for the MFS Total Return Fund). Also shown are performance
comparisons between these public mutual funds and comparable indices.

<TABLE>
<CAPTION>
SINCE INCEPTION
FUND 1 YEAR INCEPTION DATE
---- ------ --------- ----

<S> <C> <C> <C> <C>
The Robertson Stephens Diversified Growth Fund ____% ____% 8/1/96

Standard & Poor's 500 Stock Index ____% ____% _____

Russell 2000 Small Company Index ____% ____% _____

SINCE INCEPTION
FUND 1 YEAR 5 YEAR INCEPTION DATE
---- ------ ------ --------- ----

The Oakmark Fund of the Harris

Associates Investment Trust _____% _____% _____% 8/5/91

Standard & Poor's 500 Stock Index _____% _____% _____% _____

Lipper Growth & Income Index _____% _____% _____% _____

SINCE INCEPTION
FUND 1 YEAR INCEPTION DATE
---- ------ --------- ----

Strong Growth Fund ____% ____% 12-31-93

Standard & Poor's 500 Stock Index ____% ____% From 1-1-94

Russell 2000 Small Company Index ____% ____% 1-1-94

SINCE INCEPTION
FUND 1 YEAR 5 YEAR 10 YEAR INCEPTION DATE
------ ------- ------- ------- --------- ---------

MFS Total Return Fund ____% ____% ____% ____% 10-6-70

Standard & Poor's 500 Stock Index ____% ____% ____% ____% 9-30-70

Lehman Brothers Aggregate Bond Index ____% ____% ____% ____% From 1-1-70

Lipper Balanced Fund Index ____% ____% ____% ____% 9-30-70
</TABLE>

DESCRIPTION OF INDICES USED

Standard & Poor's 500 Composite Stock Price Index

An unweighted index generally considered to be representative of the stock
market.

Russell 2000 Small Company Index

An unmanaged index of 2000 small company stocks.

Lipper Growth & Income Index

A non-weighted index of _____ funds investing in stocks and corporate and
government bonds.

Lehman Brothers Aggregate Bond Index

An unmanaged index of average yield U.S. investment grade bonds.

Lipper Balanced Fund Index

A non-weighted index of ____ funds investing in stocks and corporate and
government bonds.

PRIVATE ACCOUNT PERFORMANCE

The SAI Global Leaders Portfolio, which is subadvised by Select Advisors, Inc.
(SAI), is commencing the sale of its shares as of the date of this Prospectus.
This Portfolio has an investment objective, policies and strategies which are
substantially similar to those employed by SAI with respect to certain Private
Accounts. Thus the performance information derived from these Private Accounts
may be deemed relevant to the investor. The performance of the Portfolio will
vary from the Private Account composite information because

* the Portfolio will be actively managed and its investments will vary
from time to time and will not be identical to the past portfolio
investments of the Private Accounts

* the Private Accounts are not subject to certain investment
limitations, diversification requirements and other restrictions
imposed under federal tax and securities laws which, if applicable,
may have adversely affected the performance results of the Private
Account composites.

The chart below shows performance information derived from historical composite
performance of the Private Accounts. The performance figures shown below
represent the performance results of the composites of comparable Private
Accounts, adjusted to reflect the deduction of the fees and expenses paid or
anticipated to be paid by the Portfolio. The Private Account composites are not
substitutes for the performance history of the Portfolio. The Private Account
composite performance figures are time-weighted rates of return which include
all income and accrued income and realized and unrealized gains or losses, but
do not reflect the deduction of investment advisory fees actually charged to the
Private Accounts.

Investors should not consider the performance data of these Private Accounts as
an indication of the future performance of the Portfolio. The figures also do
not reflect the deduction of any insurance fees or charges which are imposed by
London Pacific Life and Annuity Company in connection with the Contracts.
Investors should refer to the separate account prospectus describing the
Contracts for information pertaining to these insurance fees and charges. Any
fees and charges will have a detrimental effect on the performance of the
Portfolio.

Private Account Composite Performance
Reduced by Portfolio Fees and Expenses
For the periods ended 12/31/98

<TABLE>
<CAPTION>
Average Annual Total Return

10 Years
Private Or Since
Account 1 year 5 years Inception
- ------- ------ ------- ---------
<S> <C> <C> <C>
__________ Composite _____% _____% _____%
</TABLE>

Legal Proceedings

Neither the Trust nor any Portfolio is involved in any material legal
proceedings. Neither the investment adviser nor any Subadviser is involved in
any legal proceedings that if decided against any such party would materially
affect the ability of the party to carry out its duties to the Portfolios. None
of such persons is aware of any litigation that has been threatened.

PORTFOLIO SHARES

Price of Shares

The Portfolios are available as investment options under the Contracts. The
insurance companies offering the Contracts will purchase and sell shares for you
when you direct them to do so under the terms of your Contract. The Portfolios
will buy or sell shares at the price determined at the end of each day during
which the New York Stock Exchange is open for trading (see Net Asset Value,
below). The Portfolio must receive your order by 4:00 p.m. Eastern time for you
to receive the price for that day. The Portfolio will buy or sell shares for
orders it receives after 4:00 p.m. at the price calculated for the next day on
which the New York Stock Exchange is open.

Placing Orders for Shares

The prospectus for your Contract describes the procedures for investing your
purchase payments in shares of the Portfolios. You may obtain a copy of that
prospectus, free of charge, from your insurance company or from the person who
sold you the Contract. The investment adviser and the life insurance company
will not consider an order to buy or sell shares in the Portfolios as received
until the order meets the requirements for documentation or signatures described
in the prospectus for your Contract. The Portfolios do not charge any fees for
selling (redeeming) shares. You should review the prospectus for your Contract
to see if the insurance company charges any fees for redeeming your interest in
the Contract or for moving your assets from one Portfolio to another.

Payment for Redemptions

Payment for orders to sell (redeem) shares will be made within seven days after
the investment adviser receives the order.

Suspension or Rejection of Purchases and Redemptions

The Portfolios may suspend the offer of shares, or reject any specific request
to purchase shares from a Portfolio at any time. The Portfolios may suspend
their obligation to redeem shares or postpone payment for redemptions when the
New York Stock Exchange is closed or when trading is restricted on the Exchange
for any reason, including emergency circumstances established by the Securities
and Exchange Commission.

Net Asset Value

The investment adviser calculates the value or price of each share of each
Portfolio (net asset value per share) at the close of business, usually 4:00
p.m., of the New York Stock Exchange, every day that the New York Stock Exchange
is open for business. The investment adviser determines the value of all assets
held by each Portfolio at the end of the day, subtracts all liabilities and
divides the total by the total number of shares outstanding. The investment
adviser provides this value to the insurance company, which uses it to calculate
the value of your interest in your Contract. It is also the price at which the
investment adviser will buy or sell shares in the Portfolios for orders it
receives that day.

The investment adviser determines the value of the net assets of the Portfolio
by obtaining market quotations, where available, usually from pricing services.
Short-term debt instruments maturing in less than 60 days are valued at
amortized cost. Securities for which market quotations are not available are
valued at their fair value as determined, in good faith, by the investment
adviser based on policies adopted by the Board of Trustees.

Some of the Portfolios trade securities on foreign markets or in foreign
currencies. Those markets are open at different times and occasionally on
different days than securities traded on the New York Stock Exchange. Exchange
rates for foreign currencies are usually determined at 1:00 p.m. rather than
4:00 p.m. These factors may mean that the value of the securities held by these
Portfolios may change after the close of business of the New York Stock
Exchange.

Dividends and Distributions

Each Portfolio will declare and distribute dividends from net ordinary income
and will distribute its net realized capital gains, if any, at least annually.
The insurance companies generally direct that all dividends and distributions of
the Portfolios be reinvested in the Portfolios under the terms of the Contracts.

Tax Matters

The Trust intends to qualify as a regulated investment company under the tax law
and, as such distributes substantially all of each Portfolio's ordinary net
income and capital gains each calendar year as a dividend to the separate
accounts funding the Contracts to avoid an excise tax on certain undistributed
amounts. The Trust expects to pay no income tax. Dividends are reinvested in
additional full and partial shares of the Portfolio as of the dividend payment
date.

The Trust and its Portfolios intend to comply with special diversification and
other tax law requirements that apply to investments under the Contracts. Under
these rules, shares of the Trust will generally only be available through the
purchase of a variable life insurance or annuity contract. Income tax
consequences to Contract owners who allocate premiums to Trust shares are
discussed in the prospectus for the Contracts that is attached at the front of
this Prospectus.

DISTRIBUTION OF SHARES

Sales Charges

You will not have to pay any fees or sales charges for investing in a Portfolio
or for withdrawing money from a Portfolio. You may have to pay sales charges on
payments you make to your Contract or on amounts you withdraw from the Contract.
The prospectus for the Contract you have purchased describes those charges.

Classes of Shares

The Trust has the authority to issue two classes of shares - Class A and Class
B. The shares offered by this prospectus are Class A Shares. As of the date of
this prospectus, the Trust has not offered or sold any Class B shares.

Additional Information

This Prospectus sets forth concisely the information about the Trust and each
Portfolio that you should know before you invest money in a Portfolio. Please
read this prospectus carefully and keep it for future reference. The Trust has
prepared and filed with the Securities and Exchange Commission (Commission) a
Statement of Additional Information that contains more information about the
Trust and the Portfolios. You may obtain a free copy of the Statement of
Additional Information from your registered representative who offers you the
Contract. You may also obtain copies by calling the Trust at 1-800-_________ or
by writing to the Trust at the following address:
1755 Creekside Oaks Drive, Sacramento, CA 95833.

FINANCIAL HIGHLIGHTS

Financial Information

The following information is intended to help you understand the financial
performance of the Portfolios since the time they were first offered to the
public. The total returns in the table represent the rate that an investor would
have earned or lost on an investment in the Portfolios, assuming reinvestment of
all dividends and distributions. This information has been audited by
PricewaterhouseCoopers LLP, Independent Accountants, whose unqualified report
thereon is included in the Annual Report for the Trust. The annual report is
incorporated into the Statement of Additional Information for the Trust. You
will find information about how to get a free copy of the annual report and
Statement of Additional Information on the back cover of this prospectus.

FINANCIAL HIGHLIGHTS

[TO BE FILED BY AMENDMENT]

LPT VARIABLE INSURANCE SERIES TRUST

1755 Creekside Oaks Drive

Sacramento, California 95833

Additional information about the Trust and its Portfolios can be found in the
Statement of Additional Information. Additional information about the
Portfolios' investments is available in the Trust's annual and semi-annual
reports to shareholders. In the annual report, you will find a discussion of the
market conditions and investment strategies that significantly affected the
performance of the Portfolios during their last fiscal year. The Statement of
Additional Information and the annual and semi-annual reports are available on
request without charge for any person having an interest in the Trust. Please
call 1-800 -___________ or write to the Trust at the address listed above to
request copies of the Statement of Additional Information, the annual report,
the semi-annual report, or any additional information you would like about the
Portfolios or to ask questions about the Portfolios.

Information about the purchase and sale of the Trust shares and the related
costs is included in the prospectus for the Contracts that offer the Portfolios
as investments.

The Commission maintains a Web site (http://www.sec.gov) on the Internet that
contains the Statement of Additional Information, which is incorporated into
this Prospectus by reference, and other information about the Trust and this
offering. You can also review and copy those materials at the Public Reference
Room of the Securities and Exchange Commission in Washington, D.C. You may
obtain information on the operation of the public reference room by calling the
Commission at 1-800-SEC-0330 (1-800-732-0330).

SEC File No: 33-88792

PART B

STATEMENT OF ADDITIONAL INFORMATION

FOR

LPT VARIABLE INSURANCE SERIES TRUST

Robertson Stephens Diversified Growth Portfolio
Berkeley U.S. Quality Bond Portfolio
Berkeley Money Market Portfolio
Harris Associates Value Portfolio
Lexington Corporate Leaders Portfolio
Strong Growth Portfolio
MFS Total Return Portfolio
SAI Global Leaders Portfolio

The date of this Statement of Additional Information is May 1, 1999

This Statement of Additional Information is not a prospectus. It contains
information that supplements the information in the prospectus dated May 1,
1999, for the Trust and its Portfolios. It also contains additional information
that may be of interest to you. The prospectus incorporates this Statement of
Additional Information by reference. You may obtain a free copy of the
prospectus from your registered representative who offered or sold you your
Contract that uses the Portfolios for investment. You may also obtain copies by
calling London Pacific Life and Annuity Company at 1-800-852-3152 or by writing
to:

LPT VARIABLE INSURANCE SERIES TRUST
1755 Creekside Oaks Drive
Sacramento, California 95833

STATEMENT OF ADDITIONAL INFORMATION
TABLE OF CONTENTS

[TO BE INSERTED]

THE TRUST

History

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").

Classification

The Trust is an open-end, management investment company. It is divided into
different series, each of which has its own assets, investment objectives and
policies. Each is managed separately, using distinct strategies appropriate to
its objectives and policies. The Trust currently has eight Portfolios. The Trust
may authorize additional Portfolios in the future. Each Portfolio is authorized
to offer two different classes of shares. This document describes Class A
shares. The Trust has not issued any Class B shares. All the Portfolios, except
the Lexington Corporate Leaders Portfolio, are diversified, which means that for
75% of the assets of each Portfolio, no more than 5% is invested in any one
issuer and no Portfolio will own more than 10% of any single issuer. For
purposes of this restriction, the Rules of the Securities and Exchange
Commission do not consider the U.S. Government, its agencies and
instrumentalities to be a single issuer. The Trust cannot change its
classification as an open-end, management investment company without the consent
of a majority of its shareholders. A Portfolio that is currently diversified
cannot change to nondiversified without the approval of a majority of the
shareholders of that Portfolio.

Shareholder Liability

Under Massachusetts law, shareholders of a trust may be held personally liable
as partners for the obligations of the trust under certain circumstances. 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.

INVESTMENT STRATEGIES AND RISKS

Summary

The prospectus for the Trust describes the principal strategies of each of the
Portfolios and the risks of those strategies. This Section describes the
strategies that are not principal strategies for the Portfolios, but which the
Subadvisers may use in managing a Portfolio and the risks of those strategies.
Some of these strategies could affect the return of the Portfolio. Additional
information on certain Portfolios is also provided.

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 Berkeley 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 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 Growth Portfolio may be used as arbitrage transactions in which the
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
the 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 Portfolio 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 Growth Portfolio, such other amounts
as may be permitted under the Investment Company Act of 1940 ("1940 Act"),
(except 10% with respect to the Berkeley 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 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
("NRSRO").

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 he 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.

INTRODUCTION OF THE EURO

Austria, Belgium, Finland, France, Germany, Ireland, Italy, Luxembourg, the
Netherlands, Portugal, and Spain are members of the European Economic and
Monetary Union (the "European Union"). On January 1, 1999, the European Union
established a common European currency for participating countries that will
generally be known as the "Euro." Each such member country supplements its
existing currency with the Euro and intends to replace its existing currency
with the Euro on July 1, 2002. Additional European countries that are members of
the European Union may elect to supplement their existing currencies with the
Euro after January 1, 1999.

The introduction of the Euro presents unique risks and uncertainties, including
the treatment of outstanding financial contracts after January 1, 1999; the
application of exchange rates for existing currencies and the Euro; and the
creation of suitable clearing and settlement systems for the new currency. While
it is impossible to predict what effect the Euro's introduction may have on a
Portfolio's investments in foreign securities and foreign currencies, these and
other factors could cause market disruptions and could, among other things,
adversely affect the value of securities held by the Portfolio.

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 and the Berkeley
Money Market Portfolio, each 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 Berkeley Money Market Portfolio and the Harris Associates Value
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 Berkeley 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 Growth Portfolio may borrow up to an additional 5% of its 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
Growth Portfolio). 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 IBCA, 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.

LEGISLATION. 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 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 any 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 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 have been implemented to date in various
countries including Argentina, Brazil, Bulgaria, Costa Rica, Dominican Republic,
Ecuador, Jordan, Mexico, Nigeria, Panama, the Philippines, Poland, Uruguay and
Venezuela. 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 Berkeley 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

A Portfolio may sell securities short to hedge unrealized gains on portfolio
securities. Selling securities short 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, it may protect unrealized
gains, but will lose the opportunity to profit on such securities if the price
rises. All short sales must be fully collateralized and marked to market daily.
The net proceeds of the short sale will be retained by the broker (or by the
Trust's custodian in a special custody account), to the extent necessary to meet
margin requirements, until the short position is closed out. A Portfolio also
will incur transaction costs in effecting short sales. Proposed legislation
would require recognition of unrealized gains from short sales and other
constructive sales.

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 has filed 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 SAI Global Leaders 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 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 GROWTH PORTFOLIO

The Strong Growth Portfolio:

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.

BERKELEY U.S. QUALITY BOND PORTFOLIO

The Berkeley 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.

BERKELEY MONEY MARKET PORTFOLIO

The Berkeley 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 Berkeley 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 DIVERSIFIED GROWTH PORTFOLIO

The Robertson Stephens Diversified Growth 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).

SAI GLOBAL LEADERS PORTFOLIO

The SAI Global Leaders Portfolio will not:

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 75% 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;

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 GROWTH PORTFOLIO

The Strong Growth Portfolio 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.

BERKELEY U.S. QUALITY BOND PORTFOLIO

The Berkeley 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 in 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 exceeds 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 DIVERSIFIED GROWTH PORTFOLIO

The Robertson Stephens Diversified Growth 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. invest 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.

SAI GLOBAL LEADERS PORTFOLIO

The SAI Global 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
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 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 that 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.

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

viii. purchase or sell puts, calls, straddles, spreads or combinations
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
10% of total assets.

MANAGEMENT OF THE TRUST

Responsibilities of Trustees

The Board of Trustees of the Trust provides broad supervision over the affairs
of the Trust and the Portfolios. In carrying out their duties, the Trustees
follow the provisions of the Investment Company Act of 1940, the General Laws of
the Commonwealth of Massachusetts governing business trusts, the Declaration of
Trust of the Trust and its Bylaws. The Trustees approve contracts with the
investment adviser, custodians and other service providers on behalf of the
Portfolios. The Trustees also set broad policies for the management of the
assets of each Portfolio, including the pricing of securities owned by the
Portfolios and the policies governing investments by the Portfolios.

Management Information

The Trustees and officers of the Trust and their respective backgrounds are as
follows:

<TABLE>
<CAPTION>
Name Address** Positions Held with Trust Principal Occupation During Past 5 Years
and Age
<S> <C> <C>
Ian K. Whitehead* President and Principal [TO BE ADDED]
Age: __ Executive Officer

Raymond L. Pfeister Trustee Principal, Chief Marketing Officer of Fred
One World Trade Center Alger Management, Inc. for more than 5 years.
New York, NY 10048
Age: 52

Robert H. Singletary Trustee Senior Capital Markets Advisor, U.S. Agency
1800 N. Kent Street for International Development (since 1996);
Arlington, VA 22209 Chief of Enforcement, San Francisco Office,
Age: 42 U.S. Securities and Exchange Commission
(1990 to 1996).

James A. Winther Trustee President of WMI Corporation (since 1983).
11000 Placidia Road
Placidia, FL 33946
Age: 61

George C. Nicholson* Vice President, Treasurer, Chief Financial Officer, Secretary and Director
3109 Poplar Wood Court Principal Financial Officer - London Pacific Life and Annuity Company
Raleigh, NC 27604 and Principal Accounting and LPIMC Insurance Marketing Services
Age: 40 Officer. (since ___); Treasurer and Director - London
Pacific Financial & Insurance Services (since
9/1974); Senior Manager- Ernst & Young,
Louisville, Kentucky (1/1985 to 8/1994).

Jerry T. Tamura* Vice President and Secretary Vice President - Administrative Services -
Age: 52 London Pacific Life and Annuity Company
since (1989).
<FN>
* Designates persons who are interested persons as defined by the Rules of
the Securities and Exchange Commission.

** The address for Ian K. Whitehead and Jerry T. Tamura is LPIMC Insurance
Marketing Services, 1755 Creekside Oaks Drive, Sacramento, California,
95833.
</FN>
</TABLE>

Committees

The Board has established two committees. The committees, their members and the
responsibilities of the committees are as follows:

Pricing Committee. The Pricing Committee has the responsibility of overseeing
the determination of the net asset value of the Portfolios and the calculation
of the value of any debt instrument, share of stock, or other Portfolio security
or asset. The members are as follows:

George C. Nicholson
Jerry T. Tamura

Audit Committee. The Audit Committee makes recommendations to the Board
concerning the selection of the Trust's independent accountants and reviews with
such accountants the scope and results of the Trust's annual audit. The members
are as follows:

Raymond L. Pfeister
Robert H. Singletary
James A. Winther

Compensation of Management

The table below describes the compensation paid by the Trust during the past
fiscal year to each of the Trustees who is a not an interested person of the
Trust. None of the officers and no Trustee who is an interested person of the
Trust received compensation from the Trust during the past fiscal year.

<TABLE>
<CAPTION>
Pension or Estimated Total
Aggregate Retirement Annual Benefits Compensation
Name, Compensation Benefits upon From Trust and
Position from Trust Accrued Retirement Trust Complex
-------- ---------- ------- ---------- -------------
<S> <C>
Raymond L. Pfeister
Robert H. Singletary
James A. Winther
</TABLE>

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

Only the life insurance companies that issue the variable annuity contracts or
variable life insurance policies that use the Portfolios for investment can own
shares in the Portfolios. The shares are usually held in a Separate Account of
the life insurance company on behalf of the holders of the variable annuity
contracts or variable life insurance policies who invest assets in the
Portfolios. As of March 31, 1999, London Pacific Life and Annuity Company, a
North Carolina corporation and its Separate Account One held all of the
outstanding shares of all the Portfolios (except the SAI Global Leaders
Portfolio which has not yet commenced investment operations). The respective
ownership of the shares was as follows:

<TABLE>
<CAPTION>
% Owned by London
% Owned by Separate Pacific Life and Annuity
Name of Portfolio Account One Company
----------------- ----------- -------
<S> <C>
Robertson Stephens
Diversified Growth
Portfolio

Berkeley U.S. Quality Bond
Portfolio

Berkeley Money Market
Portfolio

Harris Associates Value
Portfolio

Lexington Corporate
Leaders Portfolio

Strong Growth Portfolio

MFS Total Return Portfolio
</TABLE>

London Pacific Group Limited, a corporation organized under the laws of the
United Kingdom owns all of the outstanding shares of London Pacific Life and
Annuity Company, which in turn owns Separate Account One. London Pacific Group
Limited is a corporation whose shares are publicly traded on the London Stock
Exchange and in the NASDAQ Stock Market.

The persons who own a Contract that uses the Portfolios as investments have an
indirect interest in the Trust. Rules of the Securities and Exchange Commission
require the insurance company shareholders to pass to these Contract owners any
vote that is given to shareholders of the Trust. To the knowledge of management
of the Trust, no person has an indirect ownership interest in the Trust of more
than 25% of the voting securities of the Trust.

Management Ownership

As of March 31, 1999, one officer and trustee of the Trust had an indirect
interest in the Portfolios of the Trust as the holder of a Contract. That
interest was less than 1% of any one Portfolio.

INVESTMENT ADVISORY AND OTHER SERVICES

Investment Advisory Services

Investment Adviser. The Trust and LPIMC Insurance Marketing Services, a
California corporation, have entered into an Investment Advisory Agreement
appointing LPIMC Insurance Marketing Services as the investment adviser for each
Portfolio. The investment adviser is responsible for the management of the
assets of each Portfolio based on the investment objectives and policies of each
Portfolio.

London Pacific Life and Annuity Company, a North Carolina insurance corporation
owns all the outstanding stock of the investment adviser and London Pacific
Group Limited owns all of the outstanding stock of London Pacific Life and
Annuity Company. See the discussion under Control Persons and Principal Holders
of Securities for additional information on the ownership and control of London
Pacific Group Limited. See also the table under Management of the Trust for
information about the officers and Trustees of the Trust who hold positions as
officers or Trustees with the investment adviser, London Pacific Life and
Annuity Company and its parent, London Pacific Group Limited.

Compensation. The investment adviser receives a fee from the Trust for its
services as investment adviser as described in the Prospectus.

The investment adviser calculates the fee each day that the New York Stock
Exchange is open for business based on the net asset value determined for that
day. The fee accrues daily and is paid monthly. The investment adviser received
the following fees from each Portfolio during the past three fiscal years:

<TABLE>
<CAPTION>
Name of Fiscal Year Ended Period Ended
Portfolio 1998 1997 1996
--------- ---- ---- ----

Robertson Stephens Diversified
<S> <C> <C>
Growth Portfolio $18,662 $6,607

Berkeley U.S. Quality Bond
Portfolio $8,125 $3,543

Berkeley Money Market Portfolio $7,334 $2,019

Harris Associates Value Portfolio $18,552 $6,141

Lexington Corporate Leaders
Portfolio $11,968 $5,213

Strong Growth Portfolio $16,134 $7,229

MFS Total Return Portfolio $19,980 $3,967
</TABLE>

Operating Expenses. The investment adviser is obligated to provide overhead and
office space for the Trust under the terms of the Investment Advisory Agreement.
Each Portfolio is responsible for its other operating costs, including the cost
of services described below. Expenses that the Trust incurs on behalf of all the
Portfolios are charged to the individual Portfolios based on the ratio of their
respective average daily net assets during the period for which the expenses
were incurred.

Operating Expense Reimbursement Contract. The investment adviser has entered
into a contract with the Trust to reimburse certain Portfolios for their
operating expenses (other than brokerage commissions) that exceed certain
specified limits. The specific limits for each Portfolio are described in the
prospectus for the Portfolios. The Operating Expense Reimbursement Contract will
remain in effect through December 31, 1999, at which time it may be discontinued
or renewed.

Code of Ethics

To mitigate the possibility that a Portfolio will be adversely affected by
personal trading of employees, the Trust, the Adviser and the Sub-Advisers have
adopted Codes of Ethics under Rule 17j-1 of the 1940 Act. These Codes contain
policies restricting securities trading in personal accounts of the portfolio
managers and others who normally come into possession of information on
portfolio transactions. These Codes comply, in all material respects, with the
recommendations of the Investment Company Institute.

Subadvisory Services

Appointment. The investment adviser has entered into agreements with registered
investment advisers to carry out the management of the assets of the Portfolio
based on the investment objectives and policies of the Portfolios. The
Subadvisers are responsible for deciding which securities to purchase and sell
for the Portfolios and for placing trades for those securities. The prospectus
provides more information about the Subadvisers.

Compensation. The investment adviser pays the Subadvisers fees for their
services, as described in the Prospectus, out of the compensation the investment
adviser receives from each Portfolio:

The Subadviser calculates the fee each day that the New York Stock Exchange is
open for business based on the net asset value determined for that day. The fee
accrues daily and is paid monthly. The investment adviser received the following
fees from each Portfolio during the past three fiscal years:

<TABLE>
<CAPTION>
Name of Fiscal Year Ended
Portfolio
Period Ended
1998 1997 1996
---- ---- ----
<S> <C>
Robertson Stephens
Diversified Growth Portfolio

Berkeley U.S. Quality Bond
Portfolio

Berkeley Money Market
Portfolio

Harris Associates Value
Portfolio

Lexington Corporate Leaders
Portfolio

Strong Growth Portfolio

MFS Total Return Portfolio
</TABLE>

Other Service Providers

Custody. State Street Bank and Trust Company has entered into a Custody
Agreement with the Trust appointing it the custodian of the assets of each of
the Portfolios. The Custodian maintains its principal office at
_________________, Boston, Massachusetts. The responsibilities of the Custodian
include safeguarding and controlling the cash and securities of the Portfolios,
handling the receipt and delivery of securities, and collecting interest and
dividends on their investments. The Trust may employ foreign subcustodians that
are approved by the Board of Trustees to hold foreign assets.

Transfer Agent and Dividend Paying Agent. The investment adviser serves as the
transfer agent and dividend paying agent for the shares of each of the
Portfolios and keeps the records of share ownership and is responsible for
paying dividends to the shareholders. The investment adviser receives no
compensation for providing this service.

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

Accountants. The Trust has appointed PricewaterhouseCoopers LLP as the
independent accountants who will audit the annual financial statements of the
Trust and provide related advice to the Trust and the Trustees.

BROKERAGE ALLOCATION AND OTHER PRACTICES

Brokerage Transactions

General. The Subadvisers purchase securities for each Portfolio in different
ways depending on the type of security and the market for it. The following
describes the way in which different kinds of securities would be purchased by
the Portfolios.

Equities. The Subadvisers will purchase equity securities such as stock from
broker-dealers on either a principal or an agency basis. A principal basis means
the broker-dealer holds the security in inventory and sells it at a mark-up over
the price it pays for the security. Although the broker-dealer does not usually
charge a commission on the principal transaction, the price of the security will
reflect an increase over the broker-dealer's cost that represents compensation
to it. Mark-ups generally cannot exceed 5% of the price of the security, but
different rules apply when the broker has held the security in inventory for a
long time.

In an agency transaction, the broker-dealer does not own the security itself,
but will find the security for the Portfolio from someone who is willing to sell
it. The Subadvisers will generally purchase and sell securities listed on the
stock exchanges from broker-dealers who have seats on the exchange. The
Subadvisers will generally purchase and sell securities traded in the
over-the-counter-market from broker-dealers who make a market in those
securities (market makers). The broker-dealer will generally add a commission to
the price of the security to compensate it for its efforts in finding the
security for the Portfolio. Commissions for these transactions generally average
approximately six cents per share, but may increase to a much higher amount if
the security is difficult to find or the transaction is very small.

The Subadvisers may also use matching services to purchase and sell equity
securities. These services generally attempt to match buy and sell orders for
securities that they receive. Matching services do not attempt to find the
security for the Portfolio, but will simply match buy orders with sell orders
for the same security. Matching services generally charge a low commission on
the transaction, equal to a few cents per share, but they cannot guarantee the
availability or the price of the securities sought to be purchased or sold.

Under limited circumstances, a Portfolio may acquire equity securities from the
issuer of the security through an underwriter or selling dealer in an initial
public offering or secondary offering by the issuer. The price of these
securities is generally fixed in the offering in the same manner as for fixed
income securities, described below. Alternatively, commissions may be charged
uniformly for the purchase of these securities and paid to the underwriter, who
pays a portion to the selling dealers.

On rare occasions, one Portfolio wants to purchase a security that another
Portfolio is selling. The Portfolios have adopted a policy that allows the
Portfolios to purchase or sell securities to and from each other. These
transactions must comply with Rules of the Securities and Exchange Commission
that try to ensure that both Portfolios to the transaction are treated
equitably.

Fixed Income Securities. Fixed income securities are often purchased directly
from the issuer through an underwriter or selling dealer in an initial offering
of the security. The price for the security is set for the offering. There is no
additional compensation added for the underwriter or broker-dealer selling the
security. The issuer generally pays a commission to the underwriter out of the
proceeds of the offering and the underwriter pays (re-allows) a portion of that
commission to the other selling dealers.

Fixed income securities may also be purchased in the market from broker-dealers
acting as principal or through broker-dealers acting on an agency basis in the
same manner as equity securities.

Options and Futures. Commodities, futures and options on futures are purchased
through commodity brokers and generally include a commission based on the size
of the transaction. Options on equities are purchased through the broker-dealers
who buy and sell the equities. These brokers also receive commissions on the
transactions.

Commissions Paid by the Portfolios. The following are the aggregate amounts of
commissions paid by each of the Portfolios for brokerage during the past three
fiscal years:

<TABLE>
<CAPTION>
Name of Fiscal Year Ended
Portfolio
Period Ended
1998 1997 1996
---- ---- ----
<S> <C>
Robertson Stephens
Diversified Growth Portfolio

Berkeley U.S. Quality Bond
Portfolio

Berkeley Money Market
Portfolio

Harris Associates Value
Portfolio

Lexington Corporate Leaders
Portfolio

Strong Growth Portfolio

MFS Total Return Portfolio
</TABLE>

Transactions with Affiliates

The Portfolios may enter into brokerage transactions with affiliates subject to
the applicable rules of the Securities and Exchange Commission.

Brokerage Selection

The Subadvisers are responsible for selecting the broker-dealers through which
Portfolio securities are purchased. The Subadvisers use their judgment to decide
which broker-dealer firm, commodity broker or other firm will provide the best
service to the Portfolio for each security a Portfolio wants to buy or sell. In
deciding which firms provide the best service or 'best execution'; the
Subadvisers consider a number of factors, including the cost of the service, the
price of the security through that firm, the overall financial quality of the
firm, the firm's capacity for handling the transaction, the speed with which the
transaction will be completed, research provided by the firm on behalf of the
Portfolios, the quality of the reporting for the transaction and any other
services the firm may provide. Best execution does not mean the lowest price
available or lowest commission, but means the combination of the factors
discussed above, which is appropriate for the specific transaction. The Board of
Trustees has overall responsibility for assuring that the Subadvisers obtain
best execution for Portfolio transactions and for monitoring commissions paid to
broker-dealers by the Portfolios.

Research Services

The Subadvisers may select broker-dealers to execute trades for the Portfolios
which broker-dealers provide research and other services to the Subadvisers.
These services may include research information, analyses and reports about
securities, statistical data, advice on the value of securities, as well as
equipment or services that provide access directly to such data through third
parties. Agreements with these broker-dealers may provide that the broker-dealer
may use a portion of the commissions paid by the Portfolios to offset the costs
of these services. The Subadvisers will use research services in managing the
assets of the Portfolios. The Subadvisers may also use the research services in
managing accounts of clients other than the Portfolios. The Subdvisers must at
all times assure that the brokerage services of these broker-dealers meet the
standards for best execution discussed above. The Board of Trustees of the Trust
must also oversee these arrangements to assure that they meet the standards
imposed by the Securities and Exchange Commission for best execution and that
the research services conform to the guidelines established by the Securities
and Exchange Commission for such services.

The following are the firms to whom brokerage transactions were directed because
of research services provided and the amount of the transactions and related
commissions during the last fiscal year:

[TO BE PROVIDED BY AMENDMENT]

Bunching and Allocation of Trades

Although the Subadvisers will make investment decisions independently for each
Portfolio, there may be occasions when more than one client of the Subadvisers,
including other Portfolios managed by a Subadviser, will be purchasing or
selling the same security. There are occasions when the price for purchasing the
security, or the commissions the Portfolios would pay on the transaction, would
be lower if all the trades were combined (bunched or aggregated) in one order. A
Subadviser may bunch trades of different Portfolios it subadvises when placing
an order with a broker-dealer where the Subadviser believes the aggregation is
in the best interests of each Portfolio or client.

There may be other occasions where a Subadviser is unable to purchase all the
securities required to fill all the orders of the Portfolios and other clients.
The Subadviser must allocate the securities among the Portfolios and clients in
a manner that is fair to all parties. Certain Subadvisers have adopted
procedures for bunching and allocating securities of their clients. These
procedures are intended to treat each client equitably and to assure that the
best interests of the Portfolios are protected. There may be situations where
one Portfolio may be disadvantaged in an isolated case; however, the investment
adviser believes that all Portfolios will benefit from the procedures over time.

CAPITAL STOCK AND OTHER SECURITIES

Capital Stock

Series and Classes of Shares. The Trust issues shares in series, called
Portfolios, each of which has its own distinct assets, investment objectives,
policies, costs, expenses and shareholders. The Trust is authorized to subdivide
each Portfolio into two or more classes. Currently, the shares of each Portfolio
are divided into Class A and Class B shares. Each class of shares of a Portfolio
is entitled to the same rights and privileges as all other classes of the
Portfolio, except for expenses from selling arrangements or other matters not
related to the investment of the assets of the Portfolio. The Trust may
authorize additional Portfolios and additional classes of shares in the future.

Restrictions on Purchase and Sale. You may only purchase shares as investments
under the Contracts. Only insurance companies offering variable annuity
contracts or variable life insurance policies that use the Portfolios as
investments may purchase shares of the Portfolios. The insurance companies
purchase shares at the direction of the owners of the variable annuity contract
or variable life insurance policy. The insurance companies sell shares back to
the Trust at the direction of the owners of the variable annuity contracts or
variable life insurance policies. The shareholders cannot transfer the shares to
third parties. The Trust does not issue certificates for shares of the
Portfolios.

Dividend Rights. The Board of Trustees may, from time to time, declare and pay
dividends of the net investment income, if any, and will distribute net realized
capital gains, if any, on the shares of each Portfolio, in such form and in such
amount, as the Board of Trustees, in its sole discretion determines. The Board
of Trustees may declare dividends monthly, or at other times as it determines,
but will do so at least annually. The Board of Trustees attempts to declare
dividends so that the Portfolios comply with the requirements of the Internal
Revenue Code for qualifying as regulated investment companies, but they are not
required to do so and will not be held liable if they do not meet those
requirements. The Portfolios will generally pay all dividends and distributions
in additional shares, though if requested by an insurance company shareholder,
they may pay in dividends and distributions in cash. The Portfolios will value
dividends or distributions that it pays in securities at the current net asset
value of the securities determined on the day of payment.

A Portfolio pays dividends and distributions only to shareholders of that
Portfolio. The Board of Trustees establishes a date and a time for determining
the shareholders to whom payment of the dividend or distribution are made
(record date). Dividends and distributions are allocated among the shareholders
of a Portfolio in proportion to the number of shares of the Portfolio held by
each shareholder on the record date; provided, however, that if there are
separate classes of shares that bear different expenses, the dividend or
distribution is adjusted for those charges and allocated among shareholders of
each specific class of shares of the Portfolio. The Portfolios will not pay
dividends or distributions on shares for which the Portfolio has not received
payment or a completed purchase order as of the record date.

Voting Rights. Each shareholder is entitled to one vote for each full share and
a fractional vote for each fractional share held in the name of the shareholder
on the books of the Trust. The shareholders of the Portfolios are the insurance
companies issuing the respective variable annuity contracts or variable life
insurance policies that offer the Portfolios as investments. Under Rules of the
Securities and Exchange Commission, the insurance companies, under most
circumstances, must pass the voting rights through to the owners of the variable
annuity contracts or variable life insurance policies. The prospectus for the
variable annuity contracts or variable life insurance policies describes if and
how voting rights are passed to you.

On matters affecting the Trust, all shareholders of all Portfolios vote and
matters generally require approval of a majority of the shareholders of all of
the Portfolios to pass. Certain matters such as fee issues that are different
for each Portfolio or approval of the investment advisory agreement require a
separate vote by each Portfolio or class of a Portfolio. In addition, the Board
of Trustees may decide, on any matter put to a vote of shareholders, that the
issue affects only a single Portfolio or class of a Portfolio. Under those
circumstances, the Board of Trustees may require that the shareholders of the
Portfolio or class vote separately on the matter.

The remaining Trustees may fill vacancies on the Board of Trustees as long as at
least two thirds of the Trustees after the vacancies are filled, were elected by
shareholders. If at any time less than a majority of the Trustees were elected
by shareholders, the Trust must call a meeting of shareholders within 60 days to
elect Trustees.

Rules of the Securities and Exchange Commission state that the Trust or a
Portfolio may do the following only if approved by a 'majority of shareholders'
as defined by Rules of the Securities and Exchange Commission:

* execute an investment advisory or subadvisory contract or any amendment to
it;

* adopt or amend a service or distribution plan under Rule 12b-1 of the
Securities and Exchange Commission;

* amend any policy that the Portfolio has stated is fundamental;

* change a Portfolio from diversified to nondiversified; or

* increase the advisory fees charged by the Portfolio.

The Investment Company Act of 1940, which is the law governing mutual funds,
defines a majority vote of shareholders for the purpose of voting on these
matters to mean the vote in person or by proxy of shareholders holding 67% or
more of the shares of the Portfolio present in person or by proxy at a meeting
of shareholders, if the holders of more than 50% of the outstanding shares are
represented in person or by proxy at the meeting. In the alternative, the vote
of a majority of shareholders means the vote in person or by proxy of
shareholders holding more than 50% of all the outstanding shares. The Portfolio
can use whichever method is less, to determine if the matter has passed.

Liquidation Rights. Each share of a Portfolio represents an equal proportionate
interest in the assets of the Portfolio, subject to the liabilities of the
particular Portfolio. If the Board of Trustees establishes classes of shares in
a Portfolio, each class would be charged with its respective expenses. Shares of
one Portfolio do not have any rights with respect to the assets of any other
Portfolio. In the event any Portfolio is liquidated, the shareholders of the
Portfolio will receive a proportionate share of the assets of the Portfolio
reduced by the liabilities of the Portfolio. If the Portfolio has been divided
into classes, the amount available for liquidation is determined by class.
Shareholders of any class of a Portfolio will receive their proportionate share
of the net assets of the class. If the Trust is liquidated, all Portfolios and
classes of Portfolios will be liquidated in the same manner. In no event will
the fact that a shareholder owns shares in one Portfolio entitle that
shareholder to participate in a distribution of the assets of any other
Portfolio.

Preemptive and Conversion Rights. Shares have no preemptive or conversion
rights.

Redemption. The Trust does not have the right to redeem shares from shareholders
except at the request of shareholders.

Liabilities and Assessments. The Trust will not issue shares unless it has
received full payment for those shares. The shares are not subject to
assessments for any additional costs of the Trust or the Portfolios.

Authority of Board of Trustees. Under the Declaration of Trust, the Board of
Trustees has full power and authority to establish and amend the preferences,
rights, voting powers, restrictions, limitations on dividends, qualifications,
terms and conditions of redemption, of the shares of the Portfolios, as the
Board of Trustees, in its sole discretion, determines from time to time. Certain
provisions of the laws and rules governing mutual funds limit this authority.
Therefore, under most circumstances, changes that would materially, adversely
affect shareholders require the approval of shareholders or would only apply to
shares issued after the change has been adopted by the Trustees and the
shareholders have been notified.

PURCHASE, REDEMPTION AND PRICING OF SHARES

Purchase of Shares

As discussed above, shares may only be purchased as investments under variable
annuity contracts or variable life insurance policies. Only insurance companies
offering the variable annuity contracts or variable life insurance policies that
use the Portfolios for investments may purchase shares of the Portfolios. The
insurance companies purchase shares at the direction of the owners of the
variable annuity contract or variable life insurance policy as described in the
prospectus for the applicable contract or policy. There are no sales charges for
the purchase of shares and there are no special plans for the purchase of
shares. Purchase orders from the insurance companies generally must be received
by 4:00 p.m. Eastern time or the close of business of the New York Stock
Exchange, if earlier, to be purchased at the net asset value determined for the
Portfolio for that day. Under certain circumstances, the Portfolio may accept
purchase orders at the net asset value determined for that day if the order is
received from the insurance company after the deadline, but before the opening
of the New York Stock Exchange on the next business day. The insurance company
must have received the order directing the investment in the Portfolio from the
annuity contract or life insurance policy owner before the close of the New York
Stock Exchange.

Offering Price

As described in the prospectus, the investment adviser calculates the value of
each share of each Portfolio (net asset value per share) at 4:00 p.m. every day
that the New York Stock Exchange is open for business. If the New York Stock
Exchange closes before 4:00 p.m., the net asset value is calculated at the time
the Exchange closes. The investment adviser determines the value of all assets
held by the Portfolio at the end of the day, subtracts all liabilities and
divides the total by the total number of shares outstanding.

The investment adviser determines the value of the assets of the Portfolio by
assigning to each security its current market price for that day. 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
Custodian for the Trust. 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 the closing bid price. Portfolio
securities for which market quotations are readily available are valued at
market. Short-term debt instruments maturing in less than 60 days are valued at
amortized cost, which the Board of Trustees has determined approximates market
value. Restricted and illiquid securities or other securities for which market
quotations are not available are valued at their fair value determined in good
faith based on policies of the Board of Trustees.

The value of the assets of the Portfolio so determined is then increased by any
accrued but uncollected dividends or interest earned on the securities it holds.
The total value is then reduced by all liabilities including accrued, but unpaid
liabilities such as the investment advisory fee.

Certain portfolios invest in securities that trade on days other than the days
on which the New York Stock Exchange is open. Those securities include
securities of non-U.S. companies, securities listed on foreign stock exchanges
and debt securities of the United States and foreign governments. The value of
securities quoted in foreign currencies are generally converted into U.S.
Dollars at 1:00 p.m. Eastern Time unless a Subadviser believes that another time
may be more appropriate. Changes in the value of the currencies will change the
value of the assets of a Portfolio even where there has been no change in the
market value of the security.

Foreign exchanges and securities markets close at times other than the closing
of the New York Stock Exchange. Values of the securities traded on those markets
will generally be determined prior to the close of the New York Stock Exchange.
If an event materially affecting the value of foreign securities occurs during
the period between the close of the foreign exchange and the time for
determining the net asset value of the Portfolio holding the security, the
securities will be valued at fair value as determined in good faith by the
Subadviser.

TAXATION OF THE TRUST

Each Portfolio intends to qualify as a regulated investment company under
Subchapter M of the Internal Revenue Code of 1986. If a Portfolio fails to
qualify as a regulated investment company under Subchapter M, the Portfolio
would be taxed on its net investment income and net capital gains without being
able to deduct dividends and distributions paid to shareholders. The tax
liability would reduce amounts available for distribution under your Contract
and would reduce the total return of the Portfolio. The Portfolios make every
effort to meet the requirements of Subchapter M which include earning 90% of
their income from dividends, interest, and gains from the sale of securities;
distributing at least 90% of their net income during each year and meeting
diversification tests.

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 is
distributed. If a Portfolio does not distribute substantially all taxable income
and realized gains each year, it is subject to an excise tax. Each Portfolio
intends to avoid this tax except when the cost of processing the distribution is
greater than the tax.

The Contract you have purchased must also meet certain requirements to allow the
deferral of income tax on earnings of the Portfolio through the Contract. One of
those requirements is that the assets of the annuity contract or life insurance
policy be adequately diversified as defined by the Internal Revenue Code and
interpretations and regulations under the Code. This diversification requirement
is different from the diversification requirement under Subchapter M.

PERFORMANCE INFORMATION

Yield of the Berkeley Money Market Fund

The Berkeley Money Market Portfolio occasionally advertises its yield and
effective yield. The "yield" of the Berkeley 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 Berkeley 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.

The following is the 7 day yield and the effective 7 day yield for the Berkeley
Money Market Fund based on the 7 days ended as of the date of the financial
statements included in this Statement of Additional Information:
_________________________ and _______________________.

Performance of Other Portfolios

The other Portfolios may advertise performance in terms of yield or total
return. 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.

The performance of the Portfolios depends on a number of factors, including the
success of the investment adviser in selecting securities that meet the
objectives of the Portfolios. The performance of the Portfolios varies daily as
net earnings and the value of the assets in the Portfolio vary. The performance
of a mutual fund is commonly measured as total return. 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 investment 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 Portfolios will use the following formula to calculate performance when
applicable:The average annual compounded rate of return (denoted by T below) is
the rate that would equate the initial amount invested to the ending redeemable
value according to the formula:

n
P(1+T) = ERV

Where:

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

T = average annual total return.

n = number of years.

ERV = ending redeemable value of a hypothetical $1,000 payment made at the
beginning of the 1-, 5- or 10-year periods at the end of the 1-, 5-, or
10-year periods (or fractional portion).

You may compare the performance of the Portfolios to that of other funds that
are comparable to the Portfolios or to indices which represent the asset classes
in which the assets of the Portfolios are invested. You may also use financial
publications and other sources to obtain a complete view of the performance of
the Portfolios. When comparing performance, you should consider all factors that
are relevant to performance, such as the securities that make up the index used
or that are held by funds to which the Portfolios are compared, the actual type
of assets held by other funds to which the Portfolios are compared, and the
methods used to value the assets of other funds. You should also remember that
indices do not incur any costs and therefore the performance reported for an
index may be higher than that of a Portfolio which has management, service and
other costs and expenses.

Financial services and other financial publications may publish the past
performance of the Portfolios from time to time. Such performance may be measure
by independent sources such as, but not limited to:

* Lipper Analytical Services, Inc.

* Weisenberger Investment Companies Service

* Bank Rate Monitor

* Barron's

* Business Week

* Changing Times

* Financial World

* Forbes

* Fortune

* Money

* Personal Investor

* The Wall Street Journal

* Standard & Poor's Indices

* Morningstar, Inc.

Advertisements and other sales literature for the Portfolios may quote total
returns which are calculated for periods other than the 1-, 5- and 10-year
periods required by the Rules of the Securities and Exchange Commission or may
quote returns that do not reflect the deduction of all expenses incurred by a
Portfolio. The investment adviser may use these returns in advertising if the
investment adviser believes the nonstandard returns are useful. Nonstandard
returns are always accompanied by total returns calculated as required by Rules
of the Securities and Exchange Commission, which require performance to be
calculated for 1-, 5- and 10-year periods with the deduction of all expenses and
the assumption that all dividends and distributions are reinvested.

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 5000 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. 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 contract holders
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.

FINANCIAL STATEMENTS

[To be provided by amendment]

PART C

OTHER INFORMATION

ITEM 23. EXHIBITS

(a) Amended and Restated Declaration of Trust**

(b) By-laws of Trust++

(d) (1) Investment Advisory Agreement**
(2) Form of Amendment to Investment Advisory Agreement*****
(3) (i) Sub-Advisory Agreement dated as of July 24, 1995, among
Strong Capital Management, Inc., the Adviser and the Trust++

(ii) Sub-Advisory Agreement dated as of July 7, 1995, among Lexington
Management Corporation, the Adviser and the Trust++

(iii)Sub-Advisory Agreement dated as of July 17, 1995, among
Massachusetts Financial Services Company, the Adviser and the
Trust++

(iv) Form of Sub-Advisory Agreement among Harris Associates L.P., the
Adviser and the Trust*****

(v) Form of Sub-Advisory Agreement among Robertson, Stephens &
Company (RSC) Investment Management, L.P., the Adviser and the
Trust +

(vi) Form of Sub-Advisory Agreement among Berkeley Capital Management,
the Adviser and the Trust +

(vii)Form of Sub-Advisory Agreement among Select Advisors, Inc., the
Adviser and the Trust (to be filed by amendment)

(e) Not Applicable

(f) Not Applicable

(g)(1) Form of Custodian Agreement and Fund Accounting Agreement
between the Registrant and the Custodian++

(g)(2) Amendment to Custodian Agreement++

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

(i) Consent and Opinion of Counsel (to be filed by amendment)

(j) Consent of Independent Accountants (to be filed by amendment)

(k) Not Applicable

(l) Not Applicable

(m) Not Applicable

(n) Not Applicable

(o) Not Applicable

** 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.

**** incorporated by reference to Registrant's Post-Effective Amendment No.
2 to Form N-1A (File No. 33-88792), as filed electronically on March 7,
1997.

***** incorporated by reference to Registrant's Post-Effective Amendment
No. 3 to Form N-1A (File No. 33-88792), as filed electronically on April
25, 1997.

+ incorporated by reference to Registrant's Post-Effective Amendment No. 4
to Form N-1A (File No. 33-88792), as filed electronically on September 5,
1997.

++ incorporated by reference to Registrant's Post-Effective Amendment No.
5 to Form N-1A (File No. 33-88792), as filed electronically on April
28, 1998.

ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE FUND

The shares of the Trust are currently sold to LPLA Separate Account One.

ITEM 25. 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 26. BUSINESS AND OTHER CONNECTIONS OF THE 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

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. 801-50333

Lexington Management Corporation
File No. 801-8281

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

Massachusetts Financial Services Company
File No. 801-17352

Berkeley Capital Management Inc
File No. 801-40598

Select Advisors, Inc.
File No. 801-29775

ITEM 27. PRINCIPAL UNDERWRITER

Not Applicable

ITEM 28. 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 29. 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 30. 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. 6 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 10th day of February, 1999.

LPT VARIABLE INSURANCE SERIES TRUST

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

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment No. 6 to the Registration Statement 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/IAN K. WHITEHEAD President and Principal 2-10-99
- ------------------------------- ----------------
Ian K. Whitehead Executive Officer

/s/GEORGE NICHOLSON Vice President, Treasurer, 2-10-99
- ------------------------------- ----------------
George C. Nicholson Principal Financial
Officer and Principal
Accounting Officer

/S/ RAYMOND L. PFEISTER* Trustee 2-10-99
- ------------------------------- -----------------
Raymond L. Pfeister

/S/ ROBERT H. SINGLETARY* 2-10-99
- ------------------------------- Trustee -----------------
Robert H. Singletary

/S/ JAMES WINTHER* Trustee 2-10-99
- ------------------------------- ----------------
James Winther
</TABLE>

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

PART II

EXHIBITS

POST-EFFECTIVE AMENDMENT NO. 6

FORM N-1A

FOR

LPT VARIABLE INSURANCE SERIES TRUST

INDEX TO EXHIBITS

[TO BE FILED BY AMENDMENT]

PAGE