LPT VARIABLE INSURANCE SERIES TRUST
497, 1999-05-24
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                       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

                                                                           Page

SUMMARY....................................................                  1
  The Trust and the Portfolios.............................                  1
  Performance..............................................                  5

DESCRIPTION OF THE PORTFOLIOS..............................                  8

MANAGEMENT OF THE PORTFOLIOS...............................                  18

PERFORMANCE OF THE PORTFOLIOS..............................                  22

COMPARABLE PERFORMANCE.....................................                  23

PORTFOLIO SHARES...........................................                  24

DISTRIBUTION OF SHARES.....................................                  26

FINANCIAL HIGHLIGHTS.......................................                  26



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:

o    the Contract,

o    the Portfolios of the Trust that are available under that Contract, and

o    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.

Robertson Stephens Diversified Growth Portfolio

Investment Goal

Robertson Stephens Diversified Growth 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.

The principal risks of investing in the Portfolio are:

     o 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.

     o 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.  The value of the  securities  purchased  by the
Portfolio may decline as a result of economic, political or market conditions or
an issuer's financial circumstances.

     o  The  portfolio   manager's  judgment  that  a  particular   security  is
undervalued in relation to the company's  fundamental  economic values may prove
incorrect.  Stocks of  undervalued  companies may never achieve their  potential
value.

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

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

     o 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.

Berkeley U.S. Quality Bond Portfolio

Investment Goal

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

Principal Investment Strategies and Risks

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.

 The principal risks of investing in the Portfolio are:

    o The risk that the value of the securities  purchased by the Portfolio will
decline as a result of economic,  political or market  conditions or an issuer's
financial circumstances.

    o The risk that an issuer of a fixed income  security owned by the Portfolio
may be unable to make interest or principal payments.

    o The risk that  fluctuations  in interest rates may affect the value of the
Portfolio's interest-paying fixed income securities.

    o The risk  that the  holder  of a  mortgage  underlying  a  mortgage-backed
security  owned by the  Portfolio  will prepay  principal,  particularly  during
periods of declining interest rates.

    o 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.

Berkeley Money Market Portfolio

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.


Principal Investment Strategies and Risks

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.

The short-term money market securities the Portfolio invests in are high-quality
investments  posing low credit and interest  rate risk.  Because the risk to the
money you invest is low, the potential for profit is also low.

The principal risks of investing in the Portfolio are:

     o The rate of income varies daily depending on short-term interest rates.

     o A significant change in interest rates or a default on a security held by
the Portfolio could cause the value of your investment to decline.

     o An  investment  in the  Portfolio  is not  insured or  guaranteed  by the
Federal Deposit Insurance Corporation or any other government agency.

     o 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.

     o 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.


Harris Associates Value Portfolio

Investment Goal

Harris Associates Value Portfolio seeks long-term capital appreciation.

Principal Investment Strategies and Risks

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 and may invest up to 25%
of the assets in lower quality, higher-yielding, bonds (junk bonds).

The principal risks of investing in the Portfolio are:

    o The value of the  securities  purchased by the  Portfolio may decline as a
result of economic,  political  or market  conditions  or an issuer's  financial
circumstances.

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

    o  The  portfolio   manager's   judgment  that  a  particular   security  is
under-valued in relation to the company's  fundamental economic values may prove
incorrect.  Stocks of  undervalued  companies may never achieve their  potential
value.

    o 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.

    o 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.

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

    o All  securities  fluctuate  in value.  The value of your  investment  in a
Portfolio at any given time may be less than the purchase payment 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.

Lexington Corporate Leaders Portfolio

Investment Goal

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

Principal Investment Strategies and Risks

Lexington Corporate Leaders Portfolio

The  Portfolio  will invest 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  (DJIA),  but the
Portfolio  is not limited in its  investment  to  companies in the DJIA and will
purchase shares of other companies that meet its investment criteria.

The principal risks of investing in the Portfolio are:

    o The value of the  securities  purchased by the  Portfolio may decline as a
result of economic,  political  or market  conditions  or an issuer's  financial
circumstances.

    o 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  rate of
successful  smaller  companies,  especially  during extended periods of economic
expansion.

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

    o 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.

    o 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.

Strong Growth Portfolio

Investment Goal

Strong Growth Portfolio seeks capital growth.

Principal Investment Strategies and Risks

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.

The principal risks of investing in the Portfolio are:

    o 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.

    o 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.

    o General stock risks:  The major risk of the Portfolio is that of investing
in  the  stock  market.   That  means  the  Portfolio  may  experience   sudden,
unpredictable declines in value, as well as periods of poor performance. Because
stock values go up and down, the value of your Portfolio's  shares may go up and
down.  Therefore,  when you sell your  investment,  you may receive more or less
money than you originally invested.

    o Growth-style  investing:  Different types of stocks tend to shift into and
out of favor with  stock  market  investors  depending  on market  and  economic
conditions.   Because  the  Portfolio  focuses  on  growth-style   stocks,   the
Portfolio's  performance may at times be better or worse than the performance of
stock  funds  that  focus  on other  types of  stocks,  or that  have a  broader
investment style.

    o 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.

MFS Total Return Portfolio

Investment Goal

MFS Total Return Portfolio seeks total return.

Principal Investment Strategies and Risks

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).

The principal risks of investing in the Portfolio are:

    o The value of the  securities  purchased by the  Portfolio may decline as a
result of economic,  political  or market  conditions  or on issuer's  financial
circumstances.

    o The issuer of a fixed income security owned by the Portfolio may be unable
to make interest or principal payments.

    o  Fluctuations  in interest  rates may affect the value of the  Portfolio's
interest-paying fixed income securities.

    o 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.

    o 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.

SAI Global Leaders Portfolio

Investment Goal

SAI Global Leaders Portfolio seeks long-term capital growth.

Principal Investment Strategies and Risks

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.

The principal risks of investing in the Portfolio are:

    o 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.

    o 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.

    o The value of the  securities  purchased by the  Portfolio may decline as a
result of economic,  political  or market  conditions  or an issuer's  financial
circumstances.

    o 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  obtain  the  high  growth  rates of
successful  smaller  companies,  especially  during extended periods of economic
expansion.

    o The issuer of a fixed income security owned by the Portfolio may be unable
to make interest or principal payments.

    o  Fluctuations  in interest  rates may affect the value of the  Portfolio's
interest-paying fixed income securities.

    o 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.

PERFORMANCE

The following  charts provide  information  about the performance of each of the
Portfolios.  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.

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

(The following table will be depicted as a bar chart in the printed material.)

                      1997   19.12%
                      1998   17.42%

Best  Quarter:  Q4 `98, up 31.87% Worst  Quarter:  Q1 `97,  down 20.40%

                                             Average Annual Total Return

                                           One Year         Since Inception
                                        Ended 12/31/98    (February 9, 1996)*
                                        --------------    -------------------
Robertson Stephens
 Diversified Growth Portfolio               17.42%                13.23%
Standard & Poor's
 Stock Index                                28.58%                26.49%
Russell 2000 Small
 Company Index                             (2.55)%               10.03%

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

The  Standard & Poor's 500  Composite  Stock Price Index ("S&P 500 Index") is an
unmanaged index of 500 leading stocks.

The Russell 2000 Small Company Index is an unmanaged index of 2000 small company
stocks.

Berkeley U.S. Quality Bond Portfolio

(The following will be depicted as a bar chart in the printed material.)

                      1997    9.45%
                      1998    7.87%



Best Quarter: Q3 `98, up 4.08      Worst Quarter: Q1 `97, down 0.71%

                                         Average Annual Total Return

                                        One Year          Since Inception
                                     Ended 12/31/98   (February 9, 1996)*
                                     --------------   -------------------
Berkeley U.S. Quality
 Bond Portfolio                         7.87%                   6.73%
Lipper Government
 Intermediate Bond Index                8.17%                   6.48%

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

The Lipper  Government  Intermediate  Bond Index is a  nonweighted  index of 139
funds investing in government bonds.

Berkeley Money Market Portfolio

(The following table will be depicted as a bar chart in the printed material.)

                      1997   4.58%
                      1998   4.55%

Best Quarter: Q2 `97, up 1.20%      Worst Quarter: Q4 `98, up 1.06%



                                           Average Annual Total Return

                                          One Year           Since Inception
                                       Ended 12/31/98      (February 9, 1996)*
                                       --------------      -------------------
Berkeley Money Market
  Portfolio                                  4.55%                    4.57%

7 Day yield as of December 31, 1998 -        4.22%

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

Harris Associates Value Portfolio

(The following table will be depicted as a bar chart in the printed material.)

                      1997   25.56%
                      1998    4.31%



Best Quarter:  Q4 `98, up 14.91%     Worst Quarter:  Q3 `98, down 15.09%


                                           Average Annual Total Return

                                          One Year            Since Inception
                                      Ended 12/31/98        (February 9, 1996)*
                                      --------------        -------------------

Harris Associates Value
  Portfolio                               4.31%                  17.17%
Standard & Poor's 500
  Stock Index                            28.58%                  26.49%
Lipper Growth &
 Income Index                            13.58%                  19.00%

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

The  Standard & Poor's 500  Composite  Stock Price Index ("S&P 500 Index") is an
unmanaged index of 500 leading stocks.

The Lipper Growth & Income Index is a nonweighted  index of 139 funds  investing
in stocks and corporate and government bonds.

Lexington Corporate Leaders Portfolio

(The following table will be depicted as a bar chart in the printed material.)

                      1997   24.71%
                      1998   12.04%


Best Quarter:  Q2 `97, up 14.71%   Worst Quarter:  Q3 `98, down 10.75%


                                           Average Annual Total Return

                                         One Year            Since Inception
                                      Ended 12/31/98       (February 9, 1996)*
                                      --------------       -------------------
Lexington Corporate
  Leaders Portfolio                       12.04%                17.07%
Standard & Poor's 500
  Stock Index                             28.58%                26.49%
Lipper Growth &
  Income Index                            13.58%                19.00%

*    The date the Portfolio was first available for sale.

The  Standard & Poor's 500  Composite  Stock Price Index ("S&P 500 Index") is an
unmanaged index of 500 leading stocks.

The Lipper Growth & Income Index is a nonweighted  index of 139 funds  investing
in stocks and corporate and government bonds.

Strong Growth Portfolio

(The following table will be depicted as a bar chart in the printed material.)

                      1997   25.56%
                      1998   30.43%


Best Quarter:  Q4 `98, up 26.04%   Worst Quarter:  Q3 `98, down 11.16%

                                            Average Annual Total Return

                                          One Year            Since Inception
                                       Ended 12/31/98       (February 9, 1996)*
                                       --------------       -------------------

Strong Growth Portfolio                   30.43%                   26.47%
Standard & Poor's 500
  Stock Index                             28.58%                   26.49%
Russell 2000 Small
  Company Index                          (2.55)%                   10.03%

*    The date the Portfolio was first available for sale.

The  Standard & Poor's 500  Composite  Stock Price Index ("S&P 500 Index") is an
unmanaged index of 500 leading stocks.

The Russell 2000 Small Company Index is an unmanaged index of 2000 small company
stocks.

MFS Total Return Portfolio

(The following table will be depicted as a bar chart in the printed material.)

                      1997   21.81%
                      1998   11.98%

Best Quarter:  Q2 `97, up 10.46%   Worst Quarter:  Q3 `98, down  4.11%


                                          Average Annual Total Return

                                         One Year            Since Inception
                                     Ended 12/31/98        (February 9, 1996)*
                                     --------------        -------------------
MFS Total Return
  Portfolio                              11.98%                   14.76%
Standard & Poor's 500
  Stock Index                            28.58%                   26.49%
Lehman Brothers
 Aggregate Bond Index                     8.69%                    7.35%
Lipper Balanced Fund
 Index                                   15.37%                   15.45%

*    The date the Portfolio was first available for sale.

The  Standard & Poor's 500  Composite  Stock Price Index ("S&P 500 Index") is an
unmanaged index of 500 leading stocks.

The Lehman Brother  Aggregate Bond Index is an unmanaged  index of average yield
U.S. investment grade bonds.

The Lipper Balanced Fund Index is a nonweighted  index of 210 funds investing in
stocks and corporate and government bonds.

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:

     o 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);

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

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

     o  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

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 381.64% in 1998. The rate may
vary from year to year depending on markets and redemption requests.

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.

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 Investment  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: RS Investment Management Company, L.P.

Portfolio Manager: John L. Wallace of RS Investment Management Company, L.P.

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:

o    U.S. Treasury obligations;

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

o    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

o    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:

o    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;

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

o    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  seeks  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:

o    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);

o    lending up to 25% of its assets to third parties;

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

o    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);

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

o    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

o    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 5.21%. The Subadviser
expects the rate to remain at approximately the same level during 1999.

Specific 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.

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  Investment  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:

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

o    obligations of U.S. or foreign banks;

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

o    obligations guaranteed by U.S. or foreign banks;

o    commercial paper;

o    corporate debt obligations including variable rate obligations;

o    short-term credit facilities; and

o    asset-backed securities.

Principal Strategies

The Subadviser  will purchase  obligations for the Portfolio that the Subadviser
determines  has 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:

o    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);

o    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

o    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.

Specific 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  Investment  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:

o    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;

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

o    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

o    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 49.83%. The rate may
vary from year to year depending on markets and redemption requests.

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  Investment  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  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 7.08%.  The rate may
vary from year to year depending on markets and redemption requests.

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  Investment  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:

o    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;

o    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);

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

o    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 Strong  Growth  Portfolio  focuses on stocks of  companies  that its manager
believes are  reasonably  priced and has  above-average  growth  potential.  The
Portfolio can include stocks of any size. The manager may decide to sell a stock
when the company's  growth  prospects  become less  attractive.  The Portfolio's
active trading approach may increase the Portfolio's costs.

The  manager  may invest  without  limitation  in cash or  cash-type  securities
(high-quality,  short-term debt  securities  issued by  corporations,  financial
institutions, or the U.S. government) as a temporary defensive position to avoid
losses during adverse market conditions.  Taking a temporary  defensive position
could  reduce the benefit to the  Portfolio if the market goes up. In this case,
the Portfolio may not achieve its investment goals.

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 275.16% in 1998. The rate may
vary from year to year depending on markets and redemption requests.

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  Investment  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:

o    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);

o    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  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

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 126.29% in 1998. The rate may
vary from year to year depending on markets and redemption requests.

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  Investment  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 depository 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.

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:

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

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

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

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

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

o    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 50% 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.

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  Investment  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.

Investment Strategies and Risks of the Portfolios

The following  strategies will be used by some or all of the Portfolios.  Unless
otherwise  noted,  the  strategies  and  risks  apply to all  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  Bank and the  lending  banks.  Stocks may be  affected  by the
overall  domestic  and  international  economies  and by  changes  in demand for
certain products or in certain parts of the market.

Investments in Stocks. The investment  strategies of all Portfolios,  except the
Berkeley U.S.  Quality Bond Portfolio and the Berkeley  Money Market  Portfolio,
involve investing 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.  The Strong  Growth  Portfolio  and the  Robertson  Stephens
Diversified Growth Portfolio will invest in the stocks of smaller companies. The
Harris Associates Value Portfolio may also invest in such stocks.  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.  This is an  investment  risk of the Harris  Associates  Value
Portfolio and the Robertson Stephens Diversified Growth Portfolio.

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. This risk applies to all Portfolios except the
Money Market Portfolio.

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. This risk is not applicable to the Money Market Portfolio.

Mortgage-Backed  Securities.  The Berkeley  Quality Bond Portfolio and the Money
Market Portfolio may invest in such 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.  The Berkeley U.S. Quality Bond Portfolio may
engage in 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. The investment strategies of the MFS
Total Return  Portfolio,  Harris  Associates  Value Portfolio and the SAI Global
Leaders Portfolio  involve investing in lower quality 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. The Robertson Stephens  Diversified Growth Portfolio and the Harris
Associates Value Portfolio may engage in 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).  Like  other  mutual  funds,  as well as other  financial  and
business  organizations  around the world, the Trust could be adversely affected
if the computer  systems used by the Adviser,  the Subadvisers and other service
providers in performing their  administrative  functions do not properly process
and calculate date-related information and data as of and after January 1, 2000.
This is commonly known as the "Year 2000 issue." When the Year 2000 arrives, the
Trust's  operations could be adversely  affected if the computer systems used by
its  managers,  its service  providers  and other third parties it does business
with are not Year 2000 ready. For example, the Trust's portfolio and operational
areas could be  impacted,  including  securities  trade  processing,  securities
pricing,  reporting,  custody  functions and others.  The Trust could experience
difficulties in effecting transactions if any of its foreign  subcustodians,  or
foreign broker/dealers or foreign markets is not ready for Year 2000.

When evaluating current and potential portfolio  positions,  Year 2000 is one of
the factors that a Portfolio's  Subadviser  may consider.  Subadvisers  may rely
upon public filings and other statements made by companies  regarding their Year
2000 readiness. Issuers in countries outside of the U.S. may be more susceptible
to Year  2000  problems  and may not be  required  to make  the  same  level  of
disclosure  regarding  Year  2000  readiness  as is  required  in the  U.S.  The
Subadvisers,  of course,  cannot  audit any company or their major  suppliers to
verify  their  Year 2000  readiness.  If a company  in which  any  Portfolio  is
invested  is  adversely  affected by Year 2000  problems,  it is likely that the
price of its security will also be adversely  affected.  A decrease in the value
of one or more of a  Portfolio's  holdings  will  have a  similar  impact on the
Portfolio's performance.

The Adviser and  Subadvisers  are taking steps that they believe are  reasonably
designed to address the Year 2000 issue with  respect to computer  systems  that
they use and to obtain  reasonable  assurances that  comparable  steps are being
taken by the Trust's other major service providers. At this time, however, there
can be no  assurance  that these steps will be  sufficient  to avoid any adverse
impact to the Trust.

MANAGEMENT OF THE PORTFOLIOS

Investment Adviser

Background.  LPIMC Insurance  Marketing Services has been the investment adviser
for each Portfolio  since its  inception.  The  day-to-day  decisions  about the
investment of assets are made by one or more  Portfolio  Managers who work for a
Subadviser  appointed  by  the  investment  adviser  for  each  Portfolio.   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 1995.

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 ..........................     .95%
Berkeley U.S. Quality Bond ......................................    .55%
Berkeley Money Market ...........................................    .45%
Harris Associates Value ........................................    1.00%
Lexington Corporate Leaders  ...................................     .65%
Strong Growth ..............  ..................................     .75%
MFS Total Return ...............................................     .75%

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:
                                                       ADVISORY FEE
      PORTFOLIO                           (as a % of average daily net assets)
      ---------                           ------------------------------------

Robertson Stephens                       .95% of first $10 million
   Diversified Growth                    .90% of the next $25 million
                                         .85% of the next $165 million
                                         .80% over and above $200 million

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

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

Harris Associates  Value                 1.00% of first  $25 million
                                         .85% of next $75 million
                                         .75% over and above $100 million

Lexington Corporate
 Leaders                                 .65% of first $10 million
                                         .60% of next $90 million
                                         .55% over and above $100 million

Strong Growth                            .75% of first $150 million
                                         .70% of next $350 million
                                         .65% over and above $500 million

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

SAI Global Leaders                       .75% of first $25 million
                                         .70% of next $75 million
                                         .65% over and above $100 million

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  voluntarily  agreed to reimburse  each of the  Portfolios,
except the Berkeley  U.S.  Quality Bond and  Berkeley  Money Market  Portfolios,
through December 31, 1999 for their expenses (other than brokerage  commissions)
that exceed the following annual percentages of average daily net assets:

Robertson Stephens Diversified Growth ..........................   1.39%
Harris Associates Value...........  ............................   1.29%
Strong Growth ..................................................   1.29%
Lexington Corporate Leaders.....................................   1.29%
MFS Total Return................................................   1.29%
SAI Global Leaders..............................................   1.29%

London  Pacific  Life and Annuity  Company may withdraw or modify this policy of
expense reimbursement in the future.

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................  .70%
Berkeley U.S. Quality Bond Portfolio...........................  .30%
Berkeley Money Market Portfolio................................  .20%
Harris Associates Value Portfolio..............................  .75%
Lexington Corporate Leaders Portfolio .........................  .40%
Strong Growth Portfolio........................................  .50%
MFS Total Return Portfolio.....................................  .50%

 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:

                                                   SUB-ADVISORY FEE
 PORTFOLIO                              (as a % of average daily net assets)
 ---------                              ------------------------------------

Robertson Stephens
  Diversified Growth                      .70% of first $10 million
                                          .65% of the next $25 million
                                          .60% of the next $165 million
                                          .55% over and above $200 million

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

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

Harris Associates  Value                  .75% of  first  $25 million
                                          .60% of next $75 million
                                          .50% over and above $100 million

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

Strong Growth                             .50% of first $150 million
                                          .45% of the next $350 million
                                          .40% over and above $500 million

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

SAI Global Leaders                        .50% of first $25 million
                                          .45% of next $75 million
                                          .40% over and above $100 million

Robertson Stephens Diversified Growth Portfolio

Subadviser. RS Investment Management Company, L.P. (formerly 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
principally  owned by senior  managers and  portfolio  managers of RS Investment
Management  Company,  LLC. As of  December  31,  1998,  the  Subadviser  and its
investment  advisory  affiliates  were  managing  in excess of $3.5  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 1990 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  $2.0 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 14 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 1976. 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 $17 billion 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 1989 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  and its  predecessor
companies,  registered  investment advisers under the Investment Advisers Act of
1940, as amended, were established in 1938. It maintains its principal office at
Park 80 West  Plaza Two,  Post  Office Box 1515,  Saddle  Brook,  and 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. ("Strong") is the subadviser for the
Strong Growth Portfolio.  Strong began conducting  business in 1974. Since then,
its principal business has been providing  investment advice for individuals and
institutional  accounts,  such as pension and  profit-sharing  plans, as well as
mutual  funds,  several  of  which  are  available  through  variable  insurance
products.  Strong provides  investment  management services for mutual funds and
other  investment  portfolios  representing  assets  of over $32  billion  as of
December  31, 1998.  Strong's  address is P.O.  Box 2936,  Milwaukee,  Wisconsin
53201.

Portfolio Manager. Ronald C. Ognar, a Chartered Financial Analyst with more than
30 years of  investment  experience,  is  primarily  responsible  for the Strong
Growth Portfolio. He joined Strong in April 1993, after two years as a principal
and portfolio manager with RCM Capital Management. For approximately three years
prior to that,  he was a  portfolio  manager  at Kemper  Financial  Services  in
Chicago.  In addition to his duties as  portfolio  manager of the Strong  Growth
Portfolio,  Mr. Ognar has managed the Strong Growth Fund, the Strong Growth Fund
II and the Strong Growth 20 Fund since their  inception on December  1993,  June
1995 and June 1997,  respectively.  In addition,  he has  co-managed  the Strong
Total Return Fund since  December  1994 and the Strong Mid Cap Growth Fund since
January 1999.

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 an indirect  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  approximately  $100 billion in
assets for approximately 3.7 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,  a Senior Vice President of MFS, has been employed by the Subadviser as
a  portfolio  manager  since  1992.  Mr.  Calabro is the head of this  portfolio
management  team and a manager of the  common  stock  portion of the  Portfolio.
Geoffrey L.  Kurinsky,  a Senior Vice President of MFS, has been employed by the
Subadviser as a portfolio manager since 1987. Mr. Kurinsky is the manager of the
Portfolio's fixed income securities.  Constantinos G. Mokas, a Vice President of
MFS, has been a portfolio  manager of the Portfolio since April 1, 1998, and has
been employed by the Sub-Adviser as a portfolio manager since 1990. Mr. Mokas is
the manager of the Portfolio's convertible  securities.  Lisa B. Nurme, a Senior
Vice  President  of MFS,  has been  employed  by the  Subadviser  as a portfolio
manager  since 1987.  Ms. Nurme is a manager of the common stock  portion of the
Portfolio.  Each individual  became a portfolio manager of the Portfolio on July
19, 1995.  Kenneth J. Enright, a Senior Vice President of MFS, has been employed
by the  Subadviser  as a portfolio  manager  since 1986.  Mr.  Enright  became a
manager of the common stock portion of the Portfolio on January 15, 1999.

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 $237 million.  The London
Pacific  Group   Limited,   which  manages  or   administers   funds  valued  at
approximately  $3.9 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:

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

o    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:

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

o    differences in the relative weightings of securities;

o    differences in the price paid for particular portfolio holdings;

o    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.

                                                        Since        Inception
Fund                                       1 Year     Inception        Date
- -----                                      ------     ---------        ----

Robertson Stephens Diversified
 Growth Fund                               16.42%        29.62%       8/1/96
Standard & Poor's 500
 Stock Index                               28.58%        33.42%       8/1/96
Russell 2000 Small Company
 Index                                    (2.55)%        14.27%       8/1/96


                                                       Since        Inception
 Fund                           1 Year     5 Year    Inception         Date
 -----                          ------     ------    ---------         ----

Oakmark Fund of
  the Harris Associates
  Investment Trust              3.74%      17.28%      26.22%        8/5/91
Standard & Poor's 500
  Stock Index                  28.58%      24.05%      19.73%       7/31/91
Lipper Growth &
  Income Index                 13.58%      17.83%      15.97%       7/31/91

                                                   Since       Inception
Fund                             1 Year          Inception        Date
- -----                            ------          ---------        ----

Strong Growth Fund               26.98%          24.47%       12-31-93
Standard & Poor's
 500 Stock Index                 28.58%          24.06%     From 1-1-94
Russell 2000 Small
 Company Index                  (2.55)%          11.87%     From 1-1-94



                                                        Since    Inception
Fund                     1 Year    5 Year    10 Year   Inception   Date
- ------                   ------    ------    -------   ---------   ----

MFS Total
 Return Fund             11.91%   13.84%   13.48%   12.22%        10-6-70
Standard &
 Poor's  500
 Stock Index             28.58%   24.09%   19.22%   14.12%        9-30-70
Lehman Brothers
  Aggregate Bond
  Index                   8.69%     7.27%   9.26%    9.69%         1-1-70
Lipper Balanced
 Fund Index              15.37%    13.87%  13.32%   11.80%        9-30-70

Description of Indices Used

Standard & Poor's 500 Composite Stock Price Index

An  unmanaged  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  nonweighted  index  of 139  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  nonweighted  index  of 210  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

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

o    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

Average Annual Total Return

                                             Since
                                        Inception Date
Private Account                             1  Year    (January 1, 1998)
- ---------------                             -  ----    -----------------

SAI Global Leaders Equity                   39.22%             39.22%
Standard & Poor's 500 Stock Index           28.58%             28.58%
65% Standard & Poor's 500 Stock
  Index/35% Morgan Stanley Capital
  International Europe, Asia, and Far
  East (EAFE) Index*                        27.00%            27.00%

*    The Morgan Stanley Capital  International  Europe, Asia and Far East (EAFE)
     Index is an unmanaged index of leading international stocks.

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,  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  1-800-852-3152 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.  The  information  applies to a single share
throughout   each  year  indicated.   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  by reference 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




<TABLE>
<CAPTION>


                                                  LPT Variable Insurance Series Trust
                                                         Financial Highlights
                                             For a Share Outstanding throughout the Period


                                           Robertson Stephens Diversified Growth
                                                     Portfolio (4)
                                            --------------------------------------
                                                Year Ended          Year Ended        Period Ended
                                             December 31, 1998   December 31, 1997   December 31, 1996*
                                             -----------------   -----------------   ------------------


<S>                                                <C>                  <C>                   <C>
     Net asset value, beginning of period          $10.22             $8.58            $10.00

     Income from investment operations:
     Net investment income (a)                      (0.08)            (0.07)             2.10
     Net realized and unrealized gain
     (loss) on investments                           1.86              1.71             (1.69)
                                                     ----              ----             -----
     Total from investment operations                1.78              1.64              0.41
                                                     ----              ----              ----
     Less distributions:
     Dividends from net investment income            0.00              0.00             (1.83)
     Distributions from net realized capital gains   0.00              0.00             (0.00)
                                                     ----              ----             -----
     Total distributions                             0.00              0.00             (1.83)
                                                     ----              ----             -----
     Net asset value, end of period                $12.00            $10.22             $8.58
                                                   ======            ======             =====
     Total return ++                               17.42%            19.12%             2.42%
                                                   =====             =====              ====

     Ratios to average net assets/supplemental
       data

     Net assets, end of period (in 000's)          $6,257            $3,452            $1,441

     Ratio of operating expenses to average
       net assets                                   1.39%             1.39%            1.36%+
     Ratio of net investment income/loss to
       average net assets                         (0.73%)           (0.72%)           20.30%+
     Portfolio turnover rate                      381.64%           234.54%         2,242.85%
     Ratio of operating expenses to average net
       assets before expense reimbursements         2.37%             4.53%            7.02%+
     Net investment income (loss) per share before
       expense reimbursements (a)                 ($0.18)           ($0.35)             $1.51
<FN>
+  Annualized
++ Total  returns  represent  aggregate  total return for the years
ended  December  1998 and 1997 and for the period  February  9, 1996  (effective
date) to December 31, 1996, respectively. The total return would have been lower
if certain expenses had not been reimbursed by London Pacific.
(a) Based on the average of the daily shares  outstanding  throughout  the year.
(4) Formerly Berkeley Smaller Companies Portfolio

 *For the period January 31, 1996 (Commencement of Operations) to December 31, 1996
</FN>
</TABLE>

<TABLE>
<CAPTION>

                                                  LPT Variable Insurance Series Trust
                                                         Financial Highlights
                                             For a Share Outstanding throughout the Period


                                                      Berkeley U. S. Quality Bond Portfolio (2)
                                              -----------------------------------------------------------
                                                 Year Ended        Year Ended           Period Ended
                                             December 31,1998    December 31,1997    December 31, 1996*
                                             ----------------    ----------------    ------------------


<S>                                                   <C>                <C>                 <C>
   Net asset value, beginning of period               $9.91              $9.81               $10.00

   Income from investment operations:
   Net investment income (a)                           0.52               0.58                 0.49
   Net realized and unrealized gain (loss)
     on investments                                    0.26               0.34                (0.25)
                                                       ----               ----                -----
   Total from investment operations                    0.78               0.92                 0.24
                                                       ----               ----                 ----
   Less distributions:
   Dividends from net investment income                0.00              (0.82)               (0.43)
   Distributions from net realized capital gains       0.00              (0.00)               (0.00)
                                                       ----              -----                -----
   Total distributions                                 0.00              (0.82)               (0.43)

   Net asset value, end of period                    $10.69              $9.91                $9.81
                                                     ======              =====                =====

   Total return ++                                    7.87%              9.45%                2.27%
                                                      ====               ====                 ====

   Ratios to average net assets/supplemental
      data

   Net assets, end of period (in 000's)              $1,978             $1,082               $1,553
   Ratio of operating expenses to average net assets  0.99%              0.99%               0.97%+
   Ratio of net investment income to average
     net assets                                       4.97%              5.79%               5.41%+
   Portfolio turnover rate                            5.21%            431.63%              231.03%
   Ratio of operating expenses to average net
     assets before expense reimbursements             3.60%              5.09%               5.79%+

   Net investment income (loss) per share
     before expense reimbursements (a)                $0.24              $0.17                $0.05

<FN>
+  Annualized
++ Total  returns  represent  aggregate  total return for the years
ended  December  1998 and 1997 and for the period  February  9, 1996  (effective
date) to December 31, 1996, respectively. The total return would have been lower
if certain expenses had not been reimbursed by London Pacific.
(a) Based on the average of the daily shares  outstanding  throughout  the year.
(2) Formerly Salomon U.S. Quality Bond Portfolio

     *For the period January 31, 1996 (Commencement of Operations) to December 31, 1996
</FN>
</TABLE>

<TABLE>
<CAPTION>

                                                  LPT Variable Insurance Series Trust
                                                         Financial Highlights
                                             For a Share Outstanding throughout the Period


                                                      Berkeley Money Market Portfolio (3)
                                              -----------------------------------------------------------
                                                 Year Ended        Year Ended           Period Ended
                                             December 31,1998    December 31,1997    December 31, 1996*
                                             ----------------    ----------------    ------------------


<S>                                                   <C>                <C>                 <C>
   Net asset value, beginning of period               $1.00             $1.00               $1.00

   Income from investment operations:
   Net investment income (a)                           0.04              0.05                0.04
   Net realized and unrealized gain (loss)
     on investments                                    0.00              0.00                0.00
                                                       ----              ----                ----
   Total from investment operations                    0.04              0.05                0.04
                                                       ----              ----                ----
   Less distributions:
   Dividends from net investment income               (0.04)            (0.05)              (0.04)
   Distributions from net realized capital gains      (0.00)            (0.00)              (0.00)
                                                      -----             -----               -----
   Total distributions                                (0.04)            (0.05)              (0.04)

   Net asset value, end of period                     $1.00             $1.00               $1.00
                                                      =====             =====               =====

   Total return ++                                    4.55%             4.58%               3.93%
                                                      ====              ====                ====

   Ratios to average net assets/supplemental
      data

   Net assets, end of period (in 000's)              $1,304            $1,373              $1,178
   Ratio of operating expenses to average net assets  0.89%             0.89%              0.87%+
   Ratio of net investment income to average
     net assets                                       4.50%             4.58%              4.43%+
   Portfolio turnover rate                              N/A               N/A                 N/A
   Ratio of operating expenses to average net
     assets before expense reimbursements             3.14%             4.30%              6.67%+

   Net investment income (loss) per share
     before expense reimbursements (a)                $0.02             $0.01             ($0.01)

<FN>
+  Annualized
++ Total  returns  represent  aggregate  total return for the years
ended  December  1998 and 1997 and for the period  February  9, 1996  (effective
date) to December 31, 1996, respectively. The total return would have been lower
if certain expenses had not been reimbursed by London Pacific.
(a) Based on the average of the daily shares  outstanding  throughout  the year.
(3) Formerly Salomon Money Market Portfolio

 *For the period January 31, 1996 (Commencement of Operations) to December 31, 1996
</FN>
</TABLE>

<TABLE>
<CAPTION>

                                                  LPT Variable Insurance Series Trust
                                                         Financial Highlights
                                             For a Share Outstanding Throughout the Period



                                                       Harris Associates Value Portfolio (1)
                                              --------------------------------------------------------
                                                Year Ended         Year Ended         Period Ended
                                            December 31, 1998   December 31,1997   December 31, 1996*
                                            -----------------   ----------------   ------------------


<S>                                                <C>                <C>                 <C>
Net asset value, beginning of period               $13.45             $11.86              $10.00

Income from investment operations:
Net investment income (a)                            0.10               0.08                0.10
Net realized and unrealized gain  on
  investments                                        0.48               2.94                2.13
                                                     ----               ----                ----
Total from investment operations                     0.58               3.02                2.23
                                                     ----               ----                ----

Less distributions:
Dividends from net investment income                 0.00             (0.05)              (0.10)
Distributions from net realized capital gains        0.00             (1.38)              (0.27)
                                                     ----             -----               -----
Total distributions                                  0.00             (1.43)              (0.37)
                                                     ----             -----               -----

Net asset value, end of period                     $14.03            $13.45              $11.86
                                                   ======            ======              ======

Total return ++                                     4.31%            25.56%              20.39%
                                                    ====             =====               =====

Ratios to average net assets/supplemental
   data


Net assets, end of period (in 000's)                $7,223            $3,523               $1,421
Ratio of operating expenses to average net assets    1.29%             1.29%               1.26%+
Ratio of net investment income to average net assets 0.75%             0.56%               1.01%+
Portfolio turnover rate                             49.83%            84.94%               41.08%
Ratio of operating expenses to average net
  assets before expense reimbursements               1.85%             4.22%               7.55%+
Net investment income (loss) per share
before expense reimbursements (a)                    $0.03           ($0.32)              ($0.52)
<FN>
+  Annualized
++ Total  returns  represent  aggregate  total return for the years
ended  December  1998 and 1997 and for the period  February  9, 1996  (effective
date) to December 31, 1996, respectively. The total return would have been lower
if certain expenses had not been reimbursed by London Pacific.
(a) Based on the average of the daily shares  outstanding  throughout  the year.
(1) Formerly MAS Value Portfolio

*For the period January 31, 1996 (Commencement of Operations) to December 31, 1996
</FN>
</TABLE>


<TABLE>
<CAPTION>


                                                  LPT Variable Insurance Series Trust
                                                         Financial Highlights
                                             For a Share Outstanding Throughout the Period



                                                      Lexington Corporate Leaders Portfolio
                                            -----------------------------------------------------------
                                               Year Ended          Year Ended        Period Ended
                                            December 31, 1998  December 31, 1997   December 31,1996*
                                            -----------------  -----------------   -----------------


<S>                                                <C>                 <C>              <C>
     Net asset value, beginning of period          $13.39              $11.44           $10.00

     Income from investment operations:
     Net investment income (a)                       0.12                0.13             0.14
     Net realized and unrealized gain
     (loss) on investments                           1.49                2.70             1.42
                                                     ----                ----             ----
     Total from investment operations                1.61                2.83             1.56
                                                     ----                ----             ----
     Less distributions:
     Dividends from net investment income            0.00               (0.08)           (0.12)
     Distributions from net realized capital gains  (0.03)              (0.80)           (0.00)
                                                    -----               -----            -----
     Total distributions                            (0.03)              (0.88)           (0.12)
                                                    -----               -----            -----
     Net asset value, end of period                $14.97              $13.39           $11.44
                                                   ======              ======           ======
     Total return ++                               12.04%              24.71%           12.84%
                                                   =====               =====            =====

     Ratios to average net assets/supplemental
      data

     Net assets, end of period (in 000's)          $8,169              $3,453           $1,323
     Ratio of operating expenses to average net
     assets                                         1.29%               1.29%           1.26%+
     Ratio of net investment income to average
     net assets                                     0.87%               0.99%           1.40%+
     Portfolio turnover rate                        7.08%              35.69%            0.00%
     Ratio of operating expenses to average net
       assets before expense reimbursements         1.60%               4.08%           6.86%+
     Net investment income (loss) per share
       before expense reimbursements (a)            $0.08             ($0.24)          ($0.41)
<FN>
+  Annualized
++ Total  returns  represent  aggregate  total return for the years
ended  December  1998 and 1997 and for the period  February  9, 1996  (effective
date) to December 31, 1996, respectively. The total return would have been lower
if certain expenses had not been reimbursed by London Pacific.
(a) Based on the average of the daily shares  outstanding  throughout  the year.

 *For the period January 31, 1996 (Commencement of Operations) to December 31, 1996
</FN>
</TABLE>


<TABLE>
<CAPTION>


                                                  LPT Variable Insurance Series Trust
                                                         Financial Highlights
                                             For a Share Outstanding throughout the Period



                                                              Strong Growth Portfolio
                                            -----------------------------------------------------------
                                                Year Ended          Year Ended          Period Ended
                                             December 31, 1998   December 31, 1997   December 31, 1996*
                                             -----------------   -----------------   ------------------


<S>                                                <C>                  <C>                   <C>
     Net asset value, beginning of period          $13.47               $11.92                $10.00

     Income from investment operations:
     Net investment income (a)                      (0.08)               (0.04)                 0.25
     Net realized and unrealized gain
     (loss) on investments                           4.17                 3.07                  2.49
                                                     ----                 ----                  ----
     Total from investment operations                4.09                 3.03                  2.74
                                                     ----                 ----                  ----
     Less distributions:
     Dividends from net investment income            0.00                 0.00                 (0.22)
     Distributions from net realized capital gains  (0.50)               (1.48)                (0.60)
                                                    -----                -----                 -----
     Total distributions                            (0.50)               (1.48)                (0.82)
                                                    -----                -----                 -----
     Net asset value, end of period                $17.06               $13.47                $11.92
                                                   ======               ======                ======
     Total return ++                               30.43%               25.56%                20.27%
                                                   =====                =====                 =====

     Ratios to average net assets/supplemental
       data

     Net assets, end of period (in 000's)          $6,860               $2,912                $1,513

     Ratio of operating expenses to average
       net assets                                   1.29%                1.29%                1.26%+
     Ratio of net investment income/loss to
       average net assets                         (0.53%)              (0.26%)                2.25%+
     Portfolio turnover rate                      275.16%              270.11%               422.67%
     Ratio of operating expenses to average net
       assets before expense reimbursements         2.39%                4.44%                7.09%+
     Net investment income (loss) per share before
       expense reimbursements (a)                 ($0.24)              ($0.46)               ($0.39)
<FN>
+  Annualized
++ Total  returns  represent  aggregate  total return for the years
ended  December  1998 and 1997 and for the period  February  9, 1996  (effective
date) to December 31, 1996, respectively. The total return would have been lower
if certain expenses had not been reimbursed by London Pacific.
(a) Based on the average of the daily shares  outstanding  throughout  the year.

 *For the period January 31, 1996 (Commencement of Operations) to December 31, 1996
</FN>
</TABLE>


<TABLE>
<CAPTION>

                                                  LPT Variable Insurance Series Trust
                                                         Financial Highlights
                                             For a Share Outstanding Throughout the Period



                                                        MFS Total Return Portfolio
                                              --------------------------------------------------------
                                                Year Ended         Year Ended         Period Ended
                                            December 31, 1998   December 31,1997   December 31, 1996*
                                            -----------------   ----------------   ------------------


<S>                                                <C>                <C>                 <C>
Net asset value, beginning of period               $12.80                 $10.90                $10.00

Income from investment operations:
Net investment income (a)                            0.37                   0.35                  0.25
Net realized and unrealized gain  on
  investments                                        1.16                   1.95                  0.85
                                                     ----                   ----                  ----
Total from investment operations                     1.53                   2.30                  1.10
                                                     ----                   ----                  ----

Less distributions:
Dividends from net investment income                 0.00                  (0.19)                (0.20)
Distributions from net realized capital gains       (0.05)                 (0.21)                (0.00)
                                                    -----                  -----                 -----
Total distributions                                 (0.05)                 (0.40)                (0.20)
                                                    -----                  -----                 -----

Net asset value, end of period                     $14.28                 $12.80                $10.90
                                                   ======                 ======                ======

Total return ++                                    11.98%                 21.18%                 9.81%
                                                    =====                  =====                  ====

Ratios to average net assets/supplemental
   data


Net assets, end of period (in 000's)               $11,766                 $5,973                $1,529
Ratio of operating expenses to average net assets   1.29%                  1.29%                1.26%+
Ratio of net investment income to average net assets 2.72%                  2.80%                2.59%+
Portfolio turnover rate                            126.29%                103.75%                53.91%
Ratio of operating expenses to average net
  assets before expense reimbursements               1.87%                  3.88%                7.84%+
Net investment income (loss) per share
before expense reimbursements (a)                    $0.29                  $0.03               ($0.38)
<FN>
+  Annualized
++ Total  returns  represent  aggregate  total return for the years
ended  December  1998 and 1997 and for the period  February  9, 1996  (effective
date) to December 31, 1996, respectively. The total return would have been lower
if certain expenses had not been reimbursed by London Pacific.
(a) Based on the average of the daily shares  outstanding  throughout  the year.

*For the period January 31, 1996 (Commencement of Operations) to December 31, 1996
</FN>
</TABLE>






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 1-800-852-3152 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).



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