PARTICIPATION AGREEMENT

                                      Among

                        VAN KAMPEN LIFE INVESTMENT TRUST,

                             VAN KAMPEN FUNDS INC.,

                        VAN KAMPEN ASSET MANAGEMENT INC.,

                                       and

                      SAGE LIFE ASSURANCE OF AMERICA, INC.

                                   DATED AS OF

                                SEPTEMBER , 2001


<PAGE>



                                        i
                                Table of Contents
<TABLE>
<CAPTION>

<S>     <C>    <C>    <C>    <C>    <C>    <C>
ARTICLE I.              Fund Shares................................................................................

ARTICLE II              Representations and Warranties.............................................................

ARTICLE III             Prospectuses, Reports to Shareholders and
                        Proxy Statements; Voting...................................................................

ARTICLE IV              Sales Material and Information.............................................................

ARTICLE V               Distribution and Service Plans.............................................................

ARTICLE VI              Diversification............................................................................

ARTICLE VII             Potential Conflicts........................................................................

ARTICLE VIII            Indemnification............................................................................

ARTICLE IX              Applicable Law.............................................................................

ARTICLE X               Termination................................................................................

ARTICLE XI              Notices....................................................................................

ARTICLE XII             Foreign Tax Credits........................................................................

ARTICLE XIII            Miscellaneous..............................................................................

SCHEDULE A              Separate Accounts and Contracts...........................................................

SCHEDULE B              Participating Van Kampen Life Investment Trust Portfolios..................................

SCHEDULE C              Proxy Voting Procedures....................................................................

</TABLE>






<PAGE>





                             PARTICIPATION AGREEMENT

                                      Among

                        VAN KAMPEN LIFE INVESTMENT TRUST,

                             VAN KAMPEN FUNDS INC.,

                        VAN KAMPEN ASSET MANAGEMENT INC.,

                                       and

                      SAGE LIFE ASSURANCE OF AMERICA, INC.


     THIS AGREEMENT,  made and entered into as of the [ ] day of September, 2001
by and among Sage Life Assurance of America, Inc. (hereinafter the "Company"), a
Delaware  corporation,  on its own behalf and on behalf of each separate account
of the  Company  set forth on  Schedule A hereto as may be amended  from time to
time (each such  account  hereinafter  referred  to as the  "Account"),  and VAN
KAMPEN LIFE  INVESTMENT  TRUST  (hereinafter  the "Fund"),  a Delaware  business
trust,  VAN  KAMPEN  FUNDS  INC.  (hereinafter  the  "Underwriter"),  a Delaware
corporation, and VAN KAMPEN ASSET MANAGEMENT INC. (hereinafter the "Adviser"), a
Delaware corporation.

     WHEREAS, the Fund engages in business as an open-end management  investment
company and is available to act as the investment  vehicle for separate accounts
established  by insurance  companies  for  individual  and group life  insurance
policies  and  annuity  contracts  with  variable   accumulation  and/or  payout
provisions   (hereinafter   referred  to  individually  and/or  collectively  as
"Variable Insurance Products"); and

     WHEREAS,  insurance companies desiring to utilize the Fund as an investment
vehicle  under their  Variable  Insurance  Products  are  required to enter into
participation  agreements with the Fund and the Underwriter (the  "Participating
Insurance Companies"); and

     WHEREAS, shares of the Fund are divided into several series of shares, each
representing  the interest in a particular  managed  portfolio of securities and
other  assets,  any one or more of  which  may be made  available  for  Variable
Insurance Products of Participating Insurance Companies; and

     WHEREAS,  the Fund  intends  to offer  shares  of the  series  set forth on
Schedule B (each such series hereinafter referred to as a "Portfolio") as may be
amended from time to time by mutual agreement of the parties hereto,  under this
Agreement to the Accounts of the Company; and



<PAGE>




     WHEREAS,  the Fund has obtained an order from the  Securities  and Exchange
Commission, dated September 19, 1990 (File No. 812-7552), granting Participating
Insurance  Companies and Variable Insurance Product separate accounts exemptions
from the provisions of Sections 9(a), 13(a),  15(a), and 15(b) of the Investment
Company  Act of  1940,  as  amended  (hereinafter  the  "1940  Act")  and  Rules
6e2(b)(15) and 6e3j)(b)(15)  thereunder to the extent necessary to permit shares
of the Fund to be sold to and held by Variable Annuity Product separate accounts
of both affiliated and unaffiliated  life insurance  companies  (hereinafter the
"Shared Funding Exemptive Order"); and

     WHEREAS,  the  Fund is  registered  as an  open-end  management  investment
company under the 1940 Act and its shares are  registered  under the  Securities
Act of 1933, as amended (hereinafter the "1933 Act"); and

     WHEREAS,  the Adviser is duly registered as an investment adviser under the
Investment Advisers Act of 1940, as amended, and any applicable state securities
laws; and

     WHEREAS,  the Adviser is the  investment  adviser of the  Portfolios of the
Fund; and

     WHEREAS,  the  Underwriter  is  registered  as a  broker/dealer  under  the
Securities Exchange Act of 1934, as amended  (hereinafter the "l 934 Act"), is a
member in good standing of the National Association of Securities Dealers,  Inc.
(hereinafter  "NASD") and serves as principal  underwriter  of the shares of the
Fund; and

     WHEREAS,  the Company has  registered  or will  register  certain  Variable
Insurance Products under the 1933 Act; and

     WHEREAS,  each Account is a duly  organized,  validly  existing  segregated
asset  account,  established  by resolution  or under  authority of the Board of
Directors  of the  Company,  on the date shown for such  Account  on  Schedule A
hereto,  to set aside and invest assets  attributable to the aforesaid  Variable
Insurance Products; and

     WHEREAS, the Company has registered or will register each Account as a unit
investment trust under the 1940 Act; and

     WHEREAS,  to  the  extent  permitted  by  applicable   insurance  laws  and
regulations,  the Company intends to purchase shares in the Portfolios on behalf
of each Account to fund certain of the aforesaid Variable Insurance Products and
the  Underwriter  is  authorized to sell such shares to each such Account at net
asset value.

     NOW, THEREFORE, in consideration of their mutual promises, the Company, the
Fund, the Underwriter and the Adviser agree as follows:





<PAGE>



ARTICLE 1

                                  Fund Shares

1.1 The Fund and the  Underwriter  agree to make  available  for purchase by the
Company  shares of the  Portfolios  and shall  execute  orders  placed  for each
Account on a daily basis at the net asset value next  computed  after receipt by
the Fund or its  designee of such order.  For  purposes of this Section 1.1, the
Company  shall be the  designee of the Fund and the  Underwriter  for receipt of
such orders from each  Account and  receipt by such  designee  shall  constitute
receipt by the Fund;  provided  that the Fund  receives  notice of such order by
10:00 a.m. Houston time on the next following Business Day.  Notwithstanding the
foregoing,  the  Company  shall use its best  efforts to  provide  the Fund with
notice of such orders by 9:15 a.m.  Houston time on the next following  Business
Day.  "Business Day" shall mean any day on which New York Stock Exchange is open
for trading and on which the Fund calculates its net asset value pursuant to the
rules of the  Securities  and  Exchange  Commission,  as set forth in the Fund's
prospectus  and  statement  of  additional   information.   Notwithstanding  the
foregoing,  the Board of  Trustees of the Fund  (hereinafter  the  "Board")  may
refuse to permit the Fund to sell  shares of any  Portfolio  to any  person,  or
suspend or terminate  the offering of shares of any  Portfolio if such action is
required by law or by regulatory  authorities having  jurisdiction or is, in the
sole  discretion  of the  Board  acting  in good  faith  and in  light  of their
fiduciary duties under federal and any applicable  state laws,  necessary in the
best interests of the shareholders of such Portfolio.

1.2 The Fund and the Underwriter agree that shares of the Fund will be sold only
to Participating  Insurance Companies for their Variable Insurance Products.  No
shares of any Portfolio will be sold to the general public.

1.3 The Fund will not make its shares  available  for purchase by any  insurance
company or separate  account  unless an agreement  containing  provisions  which
afford the Company  substantially  the same  protections  currently  provided by
Sections 2.1,  2.4,  2.9, 3.4 and Article VII of this  Agreement is in effect to
govern such sales.

1.4 The Fund and the  Underwriter  agree to redeem  for cash,  on the  Company's
request,  any  full or  fractional  shares  of the  Fund  held  by the  Company,
executing  such  requests on a daily basis at the net asset value next  computed
after  receipt by the Fund or its  designee of the request for  redemption.  For
purposes of this Section 1.4, the Company  shall be the designee of the Fund for
receipt  of  requests  for  redemption  from each  Account  and  receipt by such
designee shall  constitute  receipt by the Fund;  provided that the  Underwriter
receives  notice of such request for redemption on the next  following  Business
Day in accordance with the timing rules described in Section 1.1.



<PAGE>


1.5 The Company  agrees that  purchases  and  redemptions  of  Portfolio  shares
offered by the then current  prospectus  of the Fund shall be made in accordance
with the provisions of such prospectus. The Accounts of the Company, under which
amounts may be invested in the Fund are listed on Schedule A attached hereto and
incorporated herein by reference, as such Schedule A may be amended from time to
time by mutual written agreement of all of the parties hereto.  The Company will
give the  Fund  and the  Underwriter  sixty  (60)  days  written  notice  of its
intention  to make  available  in the  future,  as a funding  vehicle  under the
Contracts, any other investment company.

1.6 The Company will place separate  orders to purchase or redeem shares of each
Portfolio.  Each order shall describe the net amount of shares and dollar amount
of each  Portfolio to be purchased or redeemed.  In the event of net  purchases,
the Company  shall pay for  Portfolio  shares on the next  Business Day after an
order to purchase  Portfolio shares is made in accordance with the provisions of
Section 1.1 hereof.  Payment shall be in federal funds  transmitted  by wire. In
the event of net redemptions, the Portfolio shall pay the redemption proceeds in
federal  funds  transmitted  by wire on the next  Business Day after an order to
redeem Portfolio shares is made in accordance with the provisions of Section 1.4
hereof.

Notwithstanding the foregoing, if the payment of redemption proceeds on the next
Business Day would require the  Portfolio to dispose of Portfolio  securities or
otherwise  incur  substantial   additional  costs,  and  if  the  Portfolio  has
determined to settle  redemption  transactions for all shareholders on a delayed
basis,  proceeds  shall be wired to the  Company  within  seven (7) days and the
Portfolio  shall notify in writing the person  designated  by the Company as the
recipient  for such notice of such delay by 3:00 p.m.  Houston  time on the same
Business Day that the Company transmits the redemption order to the Portfolio.

1.7 Issuance and transfer of the Fund's shares will be by book entry only. Share
certificates  will not be issued to the Company or any Account.  Shares  ordered
from the Fund will be recorded in an  appropriate  title for each Account or the
appropriate subaccount of each Account.

1.8 The  Underwriter  shall use its best  efforts to furnish  same day notice by
6:00 p.m. Houston time (by wire or telephone,  followed by written confirmation)
to the Company of any  dividends  or capital gain  distributions  payable on the
Fund's  shares.  The Company  hereby  elects to receive all such  dividends  and
capital gain  distributions as are payable on the Portfolio shares in additional
shares of that Portfolio. The Company reserves the right to revoke this election
and to receive all such  dividends and capital gain  distributions  in cash. The
Fund shall  notify  the  Company of the number of shares so issued as payment of
such dividends and distributions.



<PAGE>


1.9 The  Underwriter  shall make the net asset value per share of each Portfolio
available to the Company on a daily basis as soon as reasonably  practical after
the net asset value per share is  calculated  and shall use its best  efforts to
make such net asset value per share available by 6:00 p.m.  Houston time. In the
event that  Underwriter is unable to meet the 6:00 p.m. time stated  immediately
above, then Underwriter shall provide the Company with additional time to notify
Underwriter of purchase or redemption  orders  pursuant to Sections 1.1 and 1.4,
respectively  above.  Such additional time shall be equal to the additional time
that  Underwriter  takes to make the net asset  values  available to the Company
provided,  however, that notification must be made by 10:00 a.m. Houston time on
the  Business  Day such order is to be  executed,  regardless  of when net asset
value is made available.

1.10  If  Underwriter  provides  materially  incorrect  share  net  asset  value
information through no fault of the Company, the Company shall be entitled to an
adjustment with respect to the Fund shares  purchased or redeemed to reflect the
correct net asset value per share.  The  determination of the materiality of any
net asset value pricing error shall be based on the SEC's recommended guidelines
regarding  such errors.  The  correction of any such errors shall be made at the
Company level pursuant to the SEC's recommended  guidelines.  Any material error
in the  calculation  or  reporting  of net asset  value per share,  dividend  or
capital  gain  information  shall be reported  promptly  upon  discovery  to the
Company.

ARTICLE 2

                         Representations and Warranties

2.1 The Company  represents  and warrants  that the  interests of Accounts  (the
"Contracts") are or will be registered and will maintain the registration  under
the 1933 Act and the  regulations  thereunder to the extent required by the 1933
Act;  that  the  Contracts  will be  issued  and  sold in  compliance  with  all
applicable  federal  and  state  laws  and  regulations.   The  Company  further
represents  and warrants that it is an insurance  company duly  organized and in
good  standing  under  applicable  law  and  that  it has  legally  and  validly
established  each Account  prior to any issuance or sale thereof as a segregated
asset account under the Delaware  Insurance Code and the regulations  thereunder
and has  registered  or,  prior to any issuance or sale of the  Contracts,  will
register and will maintain the registration of each Account as a unit investment
trust in  accordance  with and to the extent  required by the  provisions of the
1940 Act and the  regulations  thereunder  to serve as a  segregated  investment
account for the Contracts.  The Company shall amend its  registration  statement
for its  contracts  under  the 1933  Act and the  1940 Act from  time to time as
required in order to effect the continuous offering of its Contracts.

2.2 The Fund and the  Underwriter  represent  and warrant  that Fund shares sold
pursuant  to this  Agreement  shall  be  registered  under  the 1933 Act and the
regulations  thereunder to the extent  required by the 1933 Act, duly authorized
for  issuance in  accordance  with the laws of the State of Delaware and sold in
compliance with all applicable federal and state securities laws and regulations
and that the Fund is and  shall  remain  registered  under  the 1940 Act and the
regulations  thereunder  to the extent  required by the 1940 Act. The Fund shall
amend the registration  statement for its shares under the 1933 Act and the 1940
Act from time to time as required in order to effect the continuous  offering of
its  shares.  The  Fund  shall  register  and  qualify  the  shares  for sale in
accordance  with the laws of the various states only if and to the extent deemed
advisable by the Fund.

<PAGE>



2.3 The Fund and the Adviser represent that the Fund is currently qualified as a
Regulated  Investment Company under Subchapter M of the Internal Revenue Code of
1986,  as amended  (the "Code") and that each will make every effort to maintain
such qualification (under Subchapter M or any successor or similar provision and
that each will notify the Company immediately upon having a reasonable basis for
believing  that the Fund has  ceased to so qualify or that the Fund might not so
qualify in the future.

2.4 The  Company  represents  that each  Account  is and will  continue  to be a
"segregated  account"  under  applicable  provisions  of the Code and that  each
Contract  is and will be  treated  as a  "variable  contract"  under  applicable
provisions  of the Code and that it will  make  every  effort to  maintain  such
treatment and that it will notify the Fund  immediately upon having a reasonable
basis for believing  that the Account or Contract has ceased to be so treated or
that they might not be so treated in the future.

2.5  The  Fund  represents  that  to the  extent  that  it  decides  to  finance
distribution  expenses  pursuant  to Rule  12b-1  under the 1940  Act,  the Fund
undertakes to have a board of directors,  a majority of whom are not  interested
persons of the Fund,  formulate and approve any plan under Rule 12b-1 to finance
distribution expenses.

2.6 The Fund makes no  representation as to whether any aspect of its operations
(including,  but not limited  to, fees and  expenses  and  investment  policies)
complies with the insurance laws or regulations of the various states.

2.7 The Fund and the  Adviser  represent  that  the Fund is duly  organized  and
validly  existing under the laws of the State of Delaware and that the Fund does
and will comply in all material  respects  with the 1940 Act, and that they have
full power,  authority,  and legal right to execute,  deliver and perform  their
duties and comply with their obligations under this Agreement.

2.8 The  Underwriter  represents  and warrants  that it is and shall remain duly
registered under all applicable  federal and state laws and regulations and that
it will perform its  obligations for the Fund and the Company in compliance with
the laws and  regulations of its state of domicile and any applicable  state and
federal  laws and  regulations,  and that they have full power,  authority,  and
legal right to execute,  deliver and perform  their duties and comply with their
obligations under this Agreement.

2.9 The Company  represents  and warrants  that all of its  trustees,  officers,
employees,  investment advisers, and other individuals/entities dealing with the
money and/or  securities  of the Fund are covered by a blanket  fidelity bond or
similar coverage,  in an amount equal to the greater of $5 million or any amount
required  by  applicable  federal  or state  law or  regulation.  The  aforesaid
includes  coverage for larceny and embezzlement is issued by a reputable bonding
company. The Company agrees to make all reasonable efforts to see that this bond
or another bond containing these  provisions is always in effect,  and agrees to
notify the Fund and the  Underwriter  in the event that such  coverage no longer
applies.



<PAGE>


ARTICLE 3

       Prospectuses, Reports to Shareholders and Proxy Statements; Voting

3.1 The Fund shall provide the Company with as many printed copies of the Fund's
current  prospectus  and statement of additional  information as the Company may
reasonably  request.  If requested  by the Company in lieu of providing  printed
copies the Fund shall provide  camera-ready  film or computer  diskettes  (which
shall include a pdf version for Fund  prospectuses  only)  containing the Fund's
prospectus and statement of additional information, and such other assistance as
is  reasonably  necessary  in order  for the  Company  once  each  year (or more
frequently if the prospectus and/or statement of additional  information for the
Fund is amended  during the year) to have the  prospectus  for the Contracts and
the Fund's  prospectus  printed  together  in one  document or  separately.  The
Company  may  elect to print the  Fund's  prospectus  and/or  its  statement  of
additional  information in combination  with other fund companies'  prospectuses
and statements of additional information.

3.2(a)  Except as  otherwise  provided in this  Section  3.2.,  all  expenses of
preparing,  setting in type and printing and distributing  Fund prospectuses and
statements of additional  information  shall be the expense of the Company.  For
prospectuses and statements of additional information provided by the Company to
its existing  owners of Contracts in order to update  disclosure  as required by
the 1933 Act and/or the 1940 Act,  the cost of  setting  in type,  printing  and
distributing  shall be borne by the Fund.  If the  Company  chooses  to  receive
camera-ready  film or computer  diskettes in lieu of receiving printed copies of
the Fund's prospectus and/or statement of additional information, the Fund shall
bear the cost of typesetting to provide the Fund's  prospectus  and/or statement
of  additional  information  to the  Company  in the format in which the Fund is
accustomed to formatting  prospectuses and statements of additional information,
respectively,  and the Company  shall bear the expense of  adjusting or changing
the  format  to  conform  with  any of its  prospectuses  and/or  statements  of
additional information. In such event, the Fund will reimburse the Company in an
amount  equal  to  the  product  of x  and y  where  x is  the  number  of  such
prospectuses  distributed  to owners of the  Contracts,  and y is the Fund's per
unit cost of printing  the Fund's  prospectuses.  The same  procedures  shall be
followed  with respect to the Fund's  statement of additional  information.  The
Fund  shall not pay any costs of  typesetting,  printing  and  distributing  the
Fund's  prospectus  and/or  statement of additional  information  to prospective
Contract owners.

3.2(b) The Fund,  at its expense,  shall  provide the Company with copies of its
proxy statements,  reports to shareholders, and other communications (except for
prospectuses  and  statements  of additional  information,  which are covered in
Section  3.2(a)  above) to  shareholders  in such  quantity as the Company shall
reasonably  require for distributing to Contract owners.  The Fund shall not pay
any costs of distributing such proxy related material,  reports to shareholders,
and other communications to prospective Contract owners.



<PAGE>


3.2(c)  The  Company  agrees  to  provide  the Fund or its  designee  with  such
information as may be reasonably requested by the Fund to assure that the Fund's
expenses do not include the cost of typesetting, printing or distributing any of
the  foregoing  documents  other than those  actually  distributed  to  existing
Contract owners.

3.2(d) The Fund shall pay no fee or other compensation to the Company under this
Agreement, except that if the Fund or any Portfolio adopts and implements a plan
pursuant to Rule 12b-1 to finance  distribution  expenses,  then the Underwriter
may make payments to the Company or to the  underwriter for the Contracts if and
in amounts agreed to by the Underwriter in writing.

3.2(e) All  expenses,  including  expenses  to be borne by the Fund  pursuant to
Section 3.2 hereof,  incident to  performance  by the Fund under this  Agreement
shall be paid by the  Fund.  The Fund  shall see to it that all its  shares  are
registered and authorized for issuance in accordance with applicable federal law
and, if and to the extent  deemed  advisable  by the Fund,  in  accordance  with
applicable  state laws prior to their sale. The Fund shall bear the expenses for
the cost of registration and qualification of the Fund's shares.

3.3 The Fund's statement of additional  information shall be obtainable from the
Fund,  the  Underwriter,  the  Company  or such  other  person  as the  Fund may
designate.

3.4 If and to the extent required by law the Company shall  distribute all proxy
material  furnished by the Fund to Contract Owners to whom voting privileges are
required to be extended and shall:

(1)  solicit voting instructions from Contract owners;

(2)  vote the Fund shares in accordance with instructions received from Contract
     owners; and

(3)  vote Fund shares for which no  instructions  have been received in the same
     proportion  as Fund shares of such  Portfolio for which  instructions  have
     been received,

so long  as and to the  extent  that  the  Securities  and  Exchange  Commission
continues to interpret the 1940 Act to require passthrough voting privileges for
variable  contract  owners.  The Company  reserves the right to vote Fund shares
held in any segregated  asset account in its own right, to the extent  permitted
by law. The Fund and the Company shall follow the procedures, and shall have the
corresponding responsibilities, for the handling of proxy and voting instruction
solicitations,  as set forth in  Schedule  C attached  hereto  and  incorporated
herein by reference.  Participating Insurance Companies shall be responsible for
ensuring  that  each  of  their  separate  accounts  participating  in the  Fund
calculates voting privileges in a manner consistent with the standards set forth
on Schedule C, which standards will also be provided to the other  Participating
Insurance Companies.


<PAGE>


3.5 The Fund will comply with all provisions of the 1940 Act requiring voting by
shareholders, and in particular the Fund will either provide for annual meetings
(except insofar as the Securities and Exchange  Commission may interpret Section
16 not to require such  meetings)  or comply with Section  16(c) of the 1940 Act
(although  the Fund is not one of the trusts  described in Section 16(c) of that
Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further,
the Fund will act in accordance  with the Securities  and Exchange  Commission's
interpretation  of the  requirements  of Section  16(a) with respect to periodic
elections of directors and with whatever  rules the  Commission  may  promulgate
with respect thereto.

ARTICLE 4

                         Sales Material and Information

4.1 The Company shall furnish, or shall cause to be furnished,  to the Fund, the
Underwriter  or  their  designee,  each  piece  of  sales  literature  or  other
promotional  material prepared by the Company or any person contracting with the
Company in which the Fund, the Adviser or the Underwriter is named, at least ten
Business Days prior to its use. No such material  shall be used if the Fund, the
Adviser, the Underwriter or their designee reasonably objects to such use within
ten Business Days after receipt of such material.

4.2 Neither the Company nor any person  contracting  with the Company shall give
any information or make any  representations or statements on behalf of the Fund
or concerning the Fund in connection  with the sale of the Contracts  other than
the information or  representations  contained in the registration  statement or
Fund  prospectus,  as such  registration  statement  or Fund  prospectus  may be
amended or  supplemented  from time to time,  or in reports to  shareholders  or
proxy  statements  for the Fund,  or in sales  literature  or other  promotional
material approved by the Fund or its designee, except with the permission of the
Fund or its designee.

4.3 The Fund shall  furnish,  or shall cause to be furnished,  to the Company or
its  designee,  each piece of sales  literature  or other  promotional  material
prepared  by the Fund in which the Company or its  Accounts,  are named at least
ten  Business  Days  prior to its  use.  No such  material  shall be used if the
Company or its designee  reasonably objects to such use within ten Business Days
after receipt of such material.



<PAGE>


4.4 Neither the Fund nor the Underwriter  shall give any information or make any
representations  on  behalf of the  Company  or  concerning  the  Company,  each
Account,  or the  Contracts,  other  than  the  information  or  representations
contained in a registration  statement or prospectus for the Contracts,  as such
registration statement or prospectus may be amended or supplemented from time to
time, or in published reports or solicitations  for voting  instruction for each
Account  which  are in  the  public  domain  or  approved  by  the  Company  for
distribution to Contract  owners,  or in sales  literature or other  promotional
material approved by the Company or its designee,  except with the permission of
the Company.

4.5 The Fund will  provide  to the  Company  at least one  complete  copy of all
registration  statements,  prospectuses,  statements of additional  information,
reports,  proxy statements,  sales literature and other  promotional  materials,
applications for exemptions,  requests for no-action letters, and all amendments
to any of the above,  that relate to the Fund or its  shares,  contemporaneously
with the filing of such document with the Securities and Exchange  Commission or
other regulatory authorities.

4.6 The  Company  will  provide  to the Fund at least one  complete  copy of all
registration  statements,  prospectuses,  statements of additional  information,
reports,  solicitations  for voting  instructions,  sales  literature  and other
promotional  materials,  applications  for  exemptions,  requests  for no action
letters,  and all amendments to any of the above,  that relate to the investment
in an Account or Contract,  contemporaneously  with the filing of such  document
with the Securities and Exchange Commission or other regulatory authorities.

4.7 For  purposes of this  Article  IV, the phrase  "sales  literature  or other
promotional  material"  includes,  but is not limited to, any of the  following:
advertisements (such as material published, or designed for use in, a newspaper,
magazine, or other periodical,  radio, television,  telephone or tape recording,
videotape display, signs or billboards, motion pictures, or other public media),
sales literature (i.e., any written communication  distributed or made generally
available to customers or the public, including brochures,  circulars,  research
reports,  market letters,  form letters,  seminar texts, reprints or excerpts of
any other advertisement, sales literature, or published article), educational or
training  materials  or  other  communications  distributed  or  made  generally
available  to some or all  agents or  employees,  and  registration  statements,
prospectuses,  statements of additional  information,  shareholder  reports, and
proxy materials.

ARTICLE 5

                         Distribution and Service Plans


5.1 The Fund is subject to a plan  adopted  under Rule 18f-3  under the 1940 Act
pursuant to which, as described in the current prospectus of each Portfolio, the
Fund may sell multiple  classes of its shares of each  Portfolio  with a varying
combination of distribution  fees, service fees,  exchange features,  conversion
rights, voting rights, expense allocations and investment requirements.



<PAGE>


5.2 Should the Company wish to participate in the Fund's  distribution plan with
respect to a class of shares of a Portfolio  of the Fund  pursuant to Rule 12b-1
(the "Rule  12b-1  Plan")  under the 1940 Act, or the Fund's  service  plan (the
"Service Plan"),  each as described in the current prospectus of each Portfolio,
with respect to a class of shares of a Portfolio of the Fund,  it is  understood
that the Company must be approved by the Board of Trustees of the Fund. Pursuant
to the Rule 12b-1 Plan and the Service Plan,  the  Underwriter  is authorized to
remit payments at rates  specified in the  respective  plans with respect to the
net asset value of shares  maintained  by the  Company for  distribution-related
services and/or personal services to Contract owners accounts  provided.  If the
Company  wishes to  participate  in these plans and  receive the  aforementioned
remittance,  the  Company  must  enter into a  separate  agreement  specifically
regarding these plans.



5.3 The Company's acceptance of this Agreement constitutes a representation that
it will adopt  policies and  procedures to comply with Rule 18f-3 under the 1940
Act,  with  respect to when the Company may  appropriately  make  available  the
various  classes of shares of the  Portfolios  of the Fund and that it will make
available such shares only in accordance therewith.

<PAGE>



ARTICLE 6

                                Diversification

6.1 The Fund will use its best  efforts  to at all  statutorily  required  times
comply with Section 817(h) of the Code and Treasury Regulation 1.817-5, relating
to the  diversification  requirements for variable annuity,  endowment,  or life
insurance contracts and any amendments or other modifications to such Section or
Regulations.  In the  event  the Fund  ceases  to so  qualify,  it will take all
reasonable  steps  (a) to notify  Company  of such  event and (b) to  adequately
diversify the Fund so as to achieve  compliance within the grace period afforded
by Regulation 817-5.

ARTICLE 7

                              Potential Conflicts

7.1  The  Board  will  monitor  the  Fund  for  the  existence  of any  material
irreconcilable  conflict  between the  interests of the  contract  owners of all
separate accounts investing in the Fund. An irreconcilable material conflict may
arise for a variety of reasons,  including: (a) an action by any state insurance
regulatory  authority;  (b) a change in applicable  federal or state  insurance,
tax, or securities  laws or  regulations,  or a public  ruling,  private  letter
ruling,  no-action or interpretative letter, or any similar action by insurance,
tax, or securities  regulatory  authorities;  (c) an  administrative or judicial
decision in any relevant proceeding;  (d) the manner in which the investments of
any Portfolio are being managed;  (e) a difference in voting  instructions given
by variable annuity contract owners and variable life insurance contract owners;
or (f) a decision by a Participating  Insurance  Company to disregard the voting
instructions of contract owners.  The Board shall promptly inform the Company if
it  determines  that  an   irreconcilable   material  conflict  exists  and  the
implications thereof.

7.2 The Company will report any  potential or existing  material  irreconcilable
conflict of which it is aware to the Board. The Company will assist the Board in
carrying out its  responsibilities  under the Shared Funding Exemptive Order, by
providing the Board with all information  reasonably  necessary for the Board to
consider any issues raised. This includes,  but is not limited to, an obligation
by the Company to inform the Board whenever  contract owner voting  instructions
are disregarded.



<PAGE>


7.3 If it is  determined  by a  majority  of the  Board,  or a  majority  of its
disinterested  trustees,  that a material  irreconcilable  conflict exists,  the
Company and other Participating  Insurance Companies shall, at their expense and
to the  extent  reasonably  practicable  (as  determined  by a  majority  of the
disinterested  trustees),  take  whatever  steps  are  necessary  to  remedy  or
eliminate  the  irreconcilable  material  conflict,  up to  and  including:  (1)
withdrawing  the assets  allocable to some or all of the separate  accounts from
the Fund or any Portfolio and reinvesting such assets in a different  investment
medium,  including  (but not  limited  to)  another  Portfolio  of the Fund,  or
submitting the question whether such segregation should be implemented to a vote
of all affected  Contract owners and, as appropriate,  segregating the assets of
any appropriate  group (i.e.,  annuity  contract  owners,  life insurance policy
owners,  or  variable  contract  owners of one or more  Participating  Insurance
Companies) that votes in favor of such segregation,  or offering to the affected
contract owners the option of making such a change;  and (2)  establishing a new
registered  management investment company or managed separate account. No charge
or penalty will be imposed as a result of such  withdrawal.  The Company  agrees
that it bears the responsibility to take remedial action in the event of a Board
determination  of an  irreconcilable  material  conflict  and  the  cost of such
remedial action, and these responsibilities will be carried out with a view only
to the interests of Contract owners.

7.4 If a material  irreconcilable  conflict  arises because of a decision by the
Company to  disregard  contract  owner  voting  instructions  and that  decision
represents a minority  position or would  preclude a majority  vote, the Company
may be required,  at the Fund's  election,  to withdraw  the  affected  Accounts
investment in the Fund and terminate this Agreement with respect to such Account
(at  the  Company's  expense);   provided,  however  that  such  withdrawal  and
termination  shall be limited to the extent  required by the foregoing  material
irreconcilable conflict as determined by a majority of the disinterested members
of the  Board.  No  charge  or  penalty  will be  imposed  as a  result  of such
withdrawal. The Company agrees that it bears the responsibility to take remedial
action  in the  event of a Board  determination  of an  irreconcilable  material
conflict and the cost of such remedial action, and these  responsibilities  will
be carried out with a view only to the interests of Contract owners.

7.5 For  purposes of Sections 7.3 through 7.4 of this  Agreement,  a majority of
the  disinterested  members of the Board shall  determine  whether any  proposed
action adequately remedies any irreconcilable material conflict, but in no event
will the Fund be required to establish a new funding  medium for the  Contracts.
The Company  shall not be required by Section 7.3 through 7.4 to establish a new
funding  medium for the Contracts if an offer to do so has been declined by vote
of  a  majority  of  Contract  owners  materially   adversely  affected  by  the
irreconcilable material conflict.

7.6 If and to the extent that Rule 6e-2 and Rule  6e-3(T) are  amended,  or Rule
6e-3 is adopted,  to provide exemptive relief from any provision of the 1940 Act
or the rules promulgated  thereunder with respect to mixed or shared funding (as
defined  in  the  Shared  Funding  Exemptive  Order)  on  terms  and  conditions
materially different from those contained in the Shared Funding Exemptive Order,
then the Fund and/or the  Participating  Insurance  Companies,  as  appropriate,
shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T),
as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable.



<PAGE>


7.7 Each of the Company and the Adviser  shall at least  annually  submit to the
Board such  reports,  materials or data as the Board may  reasonably  request so
that the Board may fully  carry  out the  obligations  imposed  upon them by the
provisions  hereof and in the Shared Funding  Exemptive Order, and said reports,
materials and data shall be submitted more  frequently if deemed  appropriate by
the Board. All reports received by the Board of potential or existing conflicts,
and all Board  action with regard to  determining  the  existence of a conflict,
notifying  Participating  Insurance  Companies  of a conflict,  and  determining
whether any proposed action  adequately  remedies a conflict,  shall be properly
recorded  in the  minutes of the Board or other  appropriate  records,  and such
minutes or other records shall be made  available to the Securities and Exchange
Commission upon request.

ARTICLE 8

                                Indemnification

8.1      Indemnification By The Company

8.1(a)  The  Company  agrees  to  indemnify  and hold  harmless  the  Fund,  the
Underwriter  and each member of their  respective  Board and  officers  and each
person,  if any,  who  controls the Fund within the meaning of Section 15 of the
1933 Act (collectively,  the "Indemnified  Parties" for purposes of this Section
8.1) against any and all losses, claims, damages, liabilities (including amounts
paid in  settlement  with the  written  consent of the  Company)  or  litigation
(including  legal and other  expenses),  to which the  Indemnified  Parties  may
become  subject  under any  statute,  regulation,  at common  law or  otherwise,
insofar as such losses, claims, damages,  liabilities or expenses (or actions in
respect  thereof) or  settlements  are related to the sale or acquisition of the
Fund's shares or the Contracts and:

(1)  arise out of or are based upon any  untrue  statements  or  alleged  untrue
     statements of any material fact contained in the registration  statement or
     prospectus  for the  Contracts  or  contained  in the  Contracts  or  sales
     literature  for the Contracts (or any amendment or supplement to any of the
     foregoing),  or arise out of or are based upon the  omission or the alleged
     omission to state therein a material fact required to be stated  therein or
     necessary to make the statements therein not misleading, provided that this
     agreement to indemnify shall not apply as to any Indemnified  Party if such
     statement  or omission or such  alleged  statement  or omission was made in
     reliance upon and in conformity with  information  furnished to the Company
     by or on  behalf  of the  Fund  for use in the  registration  statement  or
     prospectus  for the Contracts or in the Contracts or sales  literature  (or
     any amendment or  supplement)  or otherwise for use in connection  with the
     sale of the Contracts or Fund shares; or



<PAGE>


(2)  arise out of or as a result of  statements or  representations  (other than
     statements  or  representations  contained in the  registration  statement,
     prospectus or sales literature of the Fund not supplied by the Company,  or
     persons  under its control  and other than  statements  or  representations
     authorized  by the Fund or the  Underwriter)  or  unlawful  conduct  of the
     Company  or  persons  under  its  control,  with  respect  to the  sale  or
     distribution of the Contracts or Fund shares; or

(3)  arise out of or as a result  of any  untrue  statement  or  alleged  untrue
     statement  of  a  material  fact  contained  in a  registration  statement,
     prospectus,  or sales  literature of the Fund or any  amendment  thereof or
     supplement  thereto, or the omission or alleged omission to state therein a
     material  fact  required  to be stated  therein  or  necessary  to make the
     statement  or  statements  therein not  misleading,  if such a statement or
     omission  was made in  reliance  upon and in  conformity  with  information
     furnished to the Fund by or on behalf of the Company; or

(4)  arise as a result of any failure by the Company to provide the services and
     furnish the materials under the terms of this Agreement; or

(5)  arise  out of or result  from any  material  breach  of any  representation
     and/or  warranty  made by the Company in this  Agreement or arise out of or
     result from any other material breach of this Agreement by the Company.

8.1(b) The Company shall not be liable under this indemnification provision with
respect to any losses,  claims,  damages,  liabilities or litigation incurred or
assessed  against an Indemnified  Party as such may arise from such  Indemnified
Party's willful  misfeasance,  bad faith, or gross negligence in the performance
of such  Indemnified  Party's  duties or by reason of such  Indemnified  Party's
reckless disregard of obligations or duties under this Agreement.



<PAGE>


8.1(c) The Company shall not be liable under this indemnification provision with
respect to any claim made against an Indemnified  Party unless such  Indemnified
Party shall have notified the Company in writing within a reasonable  time after
the  summons or other  first  legal  process  shall have been  served  upon such
Indemnified Party (or after such Indemnified Party shall have received notice of
such service on any designated  agent),  giving information of the nature of the
claim but  failure to notify the Company of any such claim shall not relieve the
Company from any liability  which it may have to the  indemnified  Party against
whom such action is brought  otherwise  than on account of this  indemnification
provision.  In case any such action is brought against the Indemnified  Parties,
the Company shall be entitled to participate, at its own expense, in the defense
thereof. The Company also shall be entitled to assume the defense thereof,  with
counsel  satisfactory  to the party named in the action.  After  notice from the
Company to such party of the Company's  election to assume the defense  thereof,
the Indemnified Party shall bear the fees and expenses of any additional counsel
retained  by it, and the  Company  will not be liable to such  party  under this
Agreement for any legal or other  expenses  subsequently  incurred by such party
independently in connection with the defense thereof other than reasonable costs
of investigation.

8.1(d)  The  Indemnified  Parties  will  promptly  notify  the  Company  of  the
commencement  of any litigation or proceedings  against them in connection  with
this Agreement, the issuance or sale of the Fund shares or the Contracts, or the
operation of the Fund.

8.2      Indemnification by Underwriter

8.2(a)  The  Underwriter   agrees,  with  respect  to  each  Portfolio  that  it
distributes,  to  indemnify  and  hold  harmless  the  Company  and  each of its
directors and officers and each person,  if any, who controls the Company within
the  meaning  of  Section  15 of the 1933 Act  (collectively,  the  "Indemnified
Parties" for  purposes of this Section 8.2) against any and all losses,  claims,
damages,  liabilities  (including  amounts paid in  settlement  with the written
consent of the Underwriter) or litigation  (including legal and other expenses),
to  which  the  Indemnified  Parties  may  become  subject  under  any  statute,
regulation, at common law or otherwise, insofar as such losses, claims, damages,
liabilities  or expenses  (or actions in respect  thereof)  or  settlements  are
related to the sale or  acquisition  of the Fund's shares that it distributes or
the Contracts and:

(1)  arise out of or are based  upon any  untrue  statement  or  alleged  untrue
     statement of any material fact contained in the  registration  statement or
     prospectus or sales  literature of the Fund (or any amendment or supplement
     to any of the foregoing), or arise out of or are based upon the omission or
     the alleged omission to state therein a material fact required to be stated
     therein  or  necessary  to make  the  statements  therein  not  misleading,
     provided  that  this  agreement  to  indemnify  shall  not  apply as to any
     Indemnified  Party if such statement or omission or such alleged  statement
     or omission was made in reliance  upon and in conformity  with  information
     furnished to the Fund or the Underwriter by or on behalf of the Company for
     use in the  registration  statement or prospectus  for the Fund or in sales
     literature  (or  any  amendment  or  supplement)  or  otherwise  for use in
     connection with the sale of the Contracts or Portfolio shares; or



<PAGE>


(2)  arise out of or as a result of  statements or  representations  (other than
     statements  or  representations  contained in the  registration  statement,
     prospectus or sales  literature for the Contracts not supplied by the Fund,
     the  Underwriter or persons under their  respective  control and other than
     statements  or  representations  authorized  by the  Company)  or  unlawful
     conduct of the Fund or  Underwriter  or persons under their  control,  with
     respect to the sale or distribution  of the Contracts or Portfolio  shares;
     or

(3)  arise out of or as a result  of any  untrue  statement  or  alleged  untrue
     statement  of  a  material  fact  contained  in a  registration  statement,
     prospectus,  or sales literature  covering the Contracts,  or any amendment
     thereof or supplement thereto, or the omission or alleged omission to state
     therein a material fact required to be stated  therein or necessary to make
     the statement or statements  therein not  misleading,  if such statement or
     omission  was made in  reliance  upon and in  conformity  with  information
     furnished to the Company by or on behalf of the Fund or the Underwriter; or

(4)  arise as a result of any failure by the Fund or the  Underwriter to provide
     the services and furnish the materials  under the terms of this  Agreement;
     or

(5)  arise  out of or result  from any  material  breach  of any  representation
     and/or  warranty made by the  Underwriter in this Agreement or arise out of
     or  result  from  any  other  material  breach  of  this  Agreement  by the
     Underwriter; as limited by and in accordance with the provisions of Section
     8.2(b) and 8.2(c) hereof.

8.2(b) The Underwriter shall not be liable under this indemnification  provision
with respect to any losses, claims, damages,  liabilities or litigation incurred
or assessed against an Indemnified Party as such may arise from such Indemnified
Party's willful  misfeasance,  bad faith, or gross negligence in the performance
of such  Indemnified  Party's  duties or by reason of such  Indemnified  Party's
reckless disregard of obligations or duties under this Agreement.



<PAGE>


8.2(c) The Underwriter shall not be liable under this indemnification  provision
with  respect  to any claim  made  against  an  Indemnified  Party  unless  such
Indemnified  Party  shall have  notified  the  Underwriter  in writing  within a
reasonable   time  after  the  summons  or  other  first  legal  process  giving
information  of the  nature  of the  claim  shall  have  been  served  upon such
Indemnified Party (or after such Indemnified Party shall have received notice of
such service on any designated  agent), but failure to notify the Underwriter of
any such claim shall not relieve the Underwriter from any liability which it may
have to the Indemnified Party against whom such action is brought otherwise than
on account of this indemnification provision. In case any such action is brought
against  the  Indemnified   Parties,   the  Underwriter   will  be  entitled  to
participate,  at its own expense,  in the defense thereof.  The Underwriter also
shall be entitled to assume the defense  thereof,  with counsel  satisfactory to
the party named in the action.  After notice from the  Underwriter to such party
of the  Underwriter's  election to assume the defense  thereof,  the Indemnified
Party shall bear the fees and expenses of any additional counsel retained by it,
and the  Underwriter  will not be liable to such party under this  Agreement for
any legal or other expenses subsequently incurred by such party independently in
connection   with  the  defense   thereof   other  than   reasonable   costs  of
investigation.

8.2(d) The Company agrees promptly to notify the Underwriter of the commencement
of any litigation or proceedings  against it or any of its officers or directors
in connection with this Agreement,  the issuance or sale of the Contracts or the
operation of each Account.

8.3      Indemnification by the Adviser

8.3(a) The Adviser  agrees to  indemnify  and hold  harmless the Company and its
directors and officers and each person,  if any, who controls the Company within
the  meaning  of  Section  15 of the 1933  Act  (hereinafter  collectively,  the
"Indemnified  Parties" and  individually,  "Indemnified  Party," for purposes of
this  Section  8.3)  against any and all losses,  claims,  damages,  liabilities
(including  amounts paid in settlement  with the written consent of the Adviser)
or litigation  (including  legal and other  expenses),  to which the Indemnified
Parties  may become  subject  under any  statute,  regulation,  at common law or
otherwise,  insofar as such losses, claims, damages, liabilities or expenses (or
actions in respect  thereof) or settlements are related to the operations of the
Adviser or the Fund and:

(1)  arise out of or are based  upon any  untrue  statement  or  alleged  untrue
     statement of any material fact contained in the  registration  statement or
     prospectus or sales  literature of the Fund (or any amendment or supplement
     to any of the foregoing), or arise out of or are based upon the omission or
     the alleged omission to state therein a material fact required to be stated
     therein  or  necessary  to make  the  statements  therein  not  misleading,
     provided  that  this  agreement  to  indemnify  shall  not  apply as to any
     Indemnified  Party if such statement or omission or such alleged  statement
     or omission was made in reliance  upon and in conformity  with  information
     furnished to the Adviser,  the Fund or the  Underwriter  by or on behalf of
     the Company for use in the  registration  statement or  prospectus  for the
     Fund or in sales  literature  (or any amendment or supplement) or otherwise
     for use in connection  with the sale of the Contracts or Portfolio  shares;
     or

(2)  arise out of or as a result of  statements or  representations  (other than
     statements  or  representations  contained in the  registration  statement,
     prospectus or sales  literature for the Contracts not supplied by the Fund,
     the  Adviser or persons  under its  control  and other than  statements  or
     representations authorized by the Company) or unlawful conduct of the Fund,
     the Adviser or persons  under their  control,  with  respect to the sale or
     distribution of the Contracts or Portfolio shares; or

(3)  arise out of or as a result  of any  untrue  statement  or  alleged  untrue
     statement  of  a  material  fact  contained  in a  registration  statement,
     prospectus,  or sales literature  covering the Contracts,  or any amendment
     thereof or supplement thereto, or the omission or alleged omission to state
     therein a material fact required to be stated  therein or necessary to make
     the statement or statements  therein not  misleading,  if such statement or
     omission was made in reliance upon information  furnished to the Company by
     or on behalf of the Fund or the Adviser; or

(4)  arise as a result of any failure by the Adviser to provide the services and
     furnish the materials under the terms of this Agreement; or

(5)  arise  out of or result  from any  material  breach  of any  representation
     and/or  warranty made by the Fund or the Adviser in this Agreement or arise
     out of or result from any other  material  breach of this  Agreement by the
     Fund or the Adviser,  including without  limitation any failure by the Fund
     to comply with the conditions of Article VI hereof.

8.3(b) The Adviser shall not be liable under this indemnification provision with
respect to any losses,  claims,  damages,  liabilities or litigation incurred or
assessed against an Indemnified Party as may arise from such Indemnified Party's
willful  misfeasance,  bad faith, or gross negligence in the performance of such
Indemnified  Party's duties or by reason of such  Indemnified  Party's  reckless
disregard of obligations or duties under this Agreement.

8.3(c) The Adviser shall not be liable under this indemnification provision with
respect to any claim made against an Indemnified  Party unless such  Indemnified
Party shall have notified the Adviser in writing within a reasonable  time after
the summons or other first legal process giving information of the nature of the
claim  shall  have been  served  upon  such  Indemnified  Party  (or after  such
Indemnified  Party shall have received  notice of such service on any designated
agent),  but  failure to notify the  Adviser of any such claim shall not relieve
the  Adviser  from any  liability  which it may  have to the  Indemnified  Party
against  whom  such  action  is  brought  otherwise  than  on  account  of  this
indemnification  provision.  In case any such  action  is  brought  against  the
Indemnified  Parties,  the Adviser will be entitled to  participate,  at its own
expense,  in the defense  thereof.  The Adviser also shall be entitled to assume
the defense thereof, with counsel satisfactory to the party named in the action.
After notice from the Adviser to such party of the Adviser's  election to assume
the defense thereof,  the Indemnified  Party shall bear the fees and expenses of
any  additional  counsel  retained by it, and the Adviser  will not be liable to
such party under this  Agreement  for any legal or other  expenses  subsequently
incurred by such party  independently  in  connection  with the defense  thereof
other than reasonable costs of investigation.



<PAGE>


8.3(d) The Company agrees to promptly notify the Adviser of the  commencement of
any litigation or proceedings  against it or any of its officers or directors in
connection  with this  Agreement,  the issuance or sale of the  Contracts,  with
respect to the operation of each Account,  or the sale or  acquisition of shares
of the Adviser.

ARTICLE 9

                                 Applicable Law

9.1 This  Agreement  shall be construed and the  provisions  hereof  interpreted
under and in accordance with the laws of the State of Illinois.

9.2 This Agreement shall be subject to the provisions of the 1933, 1934 and 1940
Acts,  and the rules and  regulations  and rulings  thereunder,  including  such
exemptions  from those  statutes,  rules and  regulations  as the Securities and
Exchange Commission may grant (including, but not limited to, the Shared Funding
Exemptive  Order) and the terms hereof  shall be  interpreted  and  construed in
accordance therewith.


ARTICLE 10

                                  Termination

10.1 This  Agreement  shall continue in full force and effect until the first to
occur of:

(a)  termination  by any party for any reason  upon six months  advance  written
     notice delivered to the other parties; or

(b)  termination  by the Company by written  notice to the Fund, the Adviser and
     the  Underwriter  with respect to any  Portfolio  based upon the  Company's
     determination that shares of such Portfolio are not reasonably available to
     meet the  requirements  of the  Contracts.  Reasonable  advance  notice  of
     election to terminate shall be furnished by the Company,  said  termination
     to be effective ten (10) days after receipt of notice unless the fund makes
     available a sufficient number of shares to reasonably meet the requirements
     of the Account within said ten (10) day period; or



<PAGE>


(c)  termination  by the Company by written  notice to the Fund, the Adviser and
     the  Underwriter  with  respect  to any  Portfolio  in the event any of the
     Portfolio's  shares are not  registered,  issued or sold in accordance with
     applicable  state and/or  federal law or such law precludes the use of such
     shares as the underlying investment medium of the Contracts issued or to be
     issued by the Company.  The  terminating  party shall give prompt notice to
     the other parties of its decision to terminate; or

(d)  termination  by the Company by written  notice to the Fund, the Adviser and
     the  Underwriter  with  respect  to any  Portfolio  in the event  that such
     Portfolio  ceases  to  qualify  as a  Regulated  Investment  Company  under
     Subchapter M of the Code or under any successor or similar provision; or

(e)  termination  by  the  Company  by  written  notice  to  the  Fund  and  the
     Underwriter  with respect to any Portfolio in the event that such Portfolio
     fails to meet the  diversification  requirements  specified  in  Article VI
     hereof, or

(f)  termination by either the Fund,  the Adviser or the  Underwriter by written
     notice to the  Company,  if either one or more of the Fund,  the Adviser or
     the Underwriter,  shall determine,  in its or their sole judgment exercised
     in good faith,  that the Company  and/or  their  affiliated  companies  has
     suffered a material adverse change in its business,  operations,  financial
     condition or prospects  since the date of this  Agreement or is the subject
     of material adverse  publicity,  provided that the Fund, the Adviser or the
     Underwriter  will give the Company sixty (60) days' advance  written notice
     of such  determination  of its  intent to  terminate  this  Agreement,  and
     provided  further  that after  consideration  of the  actions  taken by the
     Company  and any other  changes in  circumstances  since the giving of such
     notice, the determination of the Fund, the Adviser or the Underwriter shall
     continue to apply on the 60th day since  giving of such  notice,  then such
     60th day shall be the effective date of termination, or

(g)  termination  by the Company by written  notice to the Fund, the Adviser and
     the  Underwriter,  if the Company  shall  determine,  in its sole  judgment
     exercised  in  good  faith,  that  either  the  Fund,  the  Adviser  or the
     Underwriter  has  suffered  a  material  adverse  change  in its  business,
     operations,  financial  condition  or  prospects  since  the  date  of this
     Agreement or is the subject of material  adverse  publicity,  provided that
     the Company will give the Fund, the Adviser and the Underwriter  sixty (60)
     days'  advance  written  notice  of such  determination  of its  intent  to
     terminate this Agreement,  and provided further that after consideration of
     the actions taken by the Fund, the Adviser or the Underwriter and any other
     changes in circumstances since the giving of such notice, the determination
     of the Company shall continue to apply on the 60th day since giving of such
     notice, then such 60th day shall be the effective date of termination; or



<PAGE>


(h)  termination by the Fund,  the Adviser or the  Underwriter by written notice
     to the  Company,  if the  Company  gives  the  Fund,  the  Adviser  and the
     Underwriter  the written notice  specified in Section 1.5 hereof and at the
     time such notice was given there was no notice of  termination  outstanding
     under  any  other  provision  of  this  Agreement;  provided,  however  any
     termination  under this Section  10.1(h) shall be effective sixty (60) days
     after the notice specified in Section 1.5 was given; or

(i)  termination   by  any  party   upon  the  other   party's   breach  of  any
     representation  in Section 2 or any material  provision  of this  Agreement
     which  breach has not been  cured to the  satisfaction  of the  terminating
     party within ten (10) days after written notice of such breach is delivered
     to the Fund or the Company, as the case may be; or

(j)  termination  by the Fund,  Adviser or  Underwriter by written notice to the
     Company in the event an Account or  Contract is not  registered  or sold in
     accordance  with  applicable  federal  or state law or  regulation,  or the
     Company  fails to provide  passthrough  voting  privileges  as specified in
     Section 3.4.

10.2 Effect of Termination.  Notwithstanding  any termination of this Agreement,
the  Fund  shall  at the  option  of the  Company,  continue  to make  available
additional  shares of the Fund  pursuant  to the terms  and  conditions  of this
Agreement,  for all Contracts in effect on the effective  date of termination of
this Agreement  (hereinafter  referred to as "Existing  Contracts")  unless such
further  sale of Fund shares is  proscribed  by law,  regulation  or  applicable
regulatory  body, or unless the Fund  determines  that  liquidation  of the Fund
following termination of this Agreement is in the best interests of the Fund and
its shareholders.  Specifically,  without limitation, the owners of the Existing
Contracts shall be permitted to direct  reallocation of investments in the Fund,
redemption  of  investments  in the Fund and/or  investment in the Fund upon the
making of additional purchase payments under the Existing Contracts. The parties
agree that this Section 10.2 shall not apply to any  terminations  under Article
VII and the effect of such Article VII terminations shall be governed by Article
VII of this Agreement.

10.3 The Company shall not redeem Fund shares  attributable to the Contracts (as
distinct  from Fund  shares  attributable  to the  Company's  assets held in the
Account)  except (i) as  necessary  to  implement  Contract  Owner  initiated or
approved  transactions,  or (ii) as required  by state  and/or  federal  laws or
regulations  or  judicial  or  other  legal  precedent  of  general  application
(hereinafter  referred  to as a  "Legally  Required  Redemption")  or  (iii)  as
permitted by an order of the SEC pursuant to Section 26(b) of the 1940 Act or as
otherwise allowed under applicable law. Upon request,  the Company will promptly
furnish to the Fund and the  Underwriter  the opinion of counsel for the Company
(which counsel shall be reasonably satisfactory to the Fund and the Underwriter)
to the effect  that any  redemption  pursuant  to clause (ii) above is a Legally
Required  Redemption.  Furthermore,  except in cases where  permitted  under the
terms of the  Contracts,  the  Company  shall not prevent  Contract  Owners from
allocating  payments  to a  Portfolio  that was  otherwise  available  under the
Contracts  without  first  giving the Fund or the  Adviser 60 days notice of its
intention to do so.

<PAGE>



ARTICLE 11

                                    Notices

11.1 Any notice shall be sufficiently given when sent by registered or certified
mail to the other  party at the address of such party set forth below or at such
other  address  as such  party may from time to time  specify  in writing to the
other party.

         If to the Fund:

                  Van Kampen Life Investment Trust
                  1 Parkview Plaza
                  PO Box 5555
                  Oakbrook Terrace, Illinois 60181-5555
                  Attention:  A. Thomas Smith III

         If to Underwriter:

                  Van Kampen Funds Inc.
                  1 Parkview Plaza
                  PO Box 5555
                  Oakbrook Terrace, Illinois 60181-5555
                  Attention:  A. Thomas Smith III

         If to Adviser:

                  Van Kampen Asset Management Inc.
                  1 Parkview Plaza
                  PO Box 5555
                  Oakbrook Terrace, Illinois 60181-5555
                  Attention:  A. Thomas Smith III

         If to the Company:

                  Sage Life Assurance of America, Inc.
                  300 Atlantic Street
                  Stanford, CT  06901
                  Attention:  Robin I. Marsden, President & CEO
                              Corporate Counsel


ARTICLE 12

                              Foreign Tax Credits

12.1  The  Fund and  Adviser  agree  to  consult  in  advance  with the  Company
concerning  whether  any series of the Fund  qualifies  to provide a foreign tax
credit pursuant to Section 853 of the Code.



<PAGE>


ARTICLE 13

                                 Miscellaneous

13.1 All persons  dealing  with the Fund must look solely to the property of the
Fund for the  enforcement  of any claims  against the Fund as neither the Board,
officers,  agents or shareholders  assume any personal liability for obligations
entered into on behalf of the Fund. Each of the Company, Adviser and Underwriter
acknowledges  and agrees  that,  as provided by Article 8,  Section  8.1, of the
Fund's Agreement and Declaration of Trust, the shareholders, trustees, officers,
employees and other agents of the Fund and its  Portfolios  shall not personally
be bound by or liable for matters set forth  hereunder,  nor shall resort be had
to their  private  property  for the  satisfaction  of any  obligation  or claim
hereunder.  A  Certificate  of  Trust  referring  to the  Fund's  Agreement  and
Declaration of Trust is on file with the Secretary of State of Delaware.

13.2 Subject to the requirements of legal process and regulatory authority, each
party hereto shall treat as  confidential  the names and addresses of the owners
of the Contracts and all  information  reasonably  identified as confidential in
writing by any other party hereto and,  except as  permitted by this  Agreement,
shall not  disclose,  disseminate  or utilize such names and addresses and other
confidential  information  until such time as it may come into the public domain
without  the express  written  consent of the  affected  party.  .  Furthermore,
subject to the  requirements  of legal process and  regulatory  authority,  each
party hereto shall treat as confidential any "non-public  personal  information"
about  any  "consumer"  or  another  party  as such  terms  are  defined  in SEC
Regulation  S-P,  and shall not  disclose  or use such  information  without the
express  written  consent of such party.  Such written consent shall specify the
purposes for which such  information may be disclosed or used,  which disclosure
or use shall be consistent with SEC Regulation S-P.

13.3 The captions in this  Agreement are included for  convenience  of reference
only and in no way define or delineate any of the provisions hereof or otherwise
affect their construction or effect.

13.4 This Agreement may be executed  simultaneously in two or more counterparts,
each of which taken together shall constitute one and the same instrument.

13.5 If any provision of this Agreement shall be held or made invalid by a court
decision,  statute, rule or otherwise, the remainder of this Agreement shall not
be affected thereby.

13.6 Each party hereto shall cooperate with each other party and all appropriate
governmental  authorities  (including  without  limitation  the  Securities  and
Exchange  Commission,  the National  Association of Securities Dealers and state
insurance regulators) and shall permit such authorities reasonable access to its
books and records in connection with any  investigation  or inquiry  relating to
this Agreement or the transactions contemplated hereby

13.7 The rights,  remedies  and  obligations  contained  in this  Agreement  are
cumulative and are in addition to any and all rights,  remedies and  obligations
at law or in equity,  which the parties  hereto are  entitled to under state and
federal laws.

13.8 This Agreement sets out the entire agreement and understanding  between the
parties with respect to the subject matter hereof. This Agreement supersedes all
previous  agreements,   arrangements,  and  understandings  (whether  formal  or
informal,  oral or written)  between the parties  with respect to the subject of
this  Agreement,  which  (subject to any rights  and/or  liabilities  which have
accrued before the date hereof) shall cease to have any further force or effect.

13.9 The parties agree that the arrangements contemplated by this Agreement will
be  non-exclusive,  and shall not prevent any party from entering  other similar
arrangements with third parties.

13.10 This Agreement or any of the rights and  obligations  hereunder may not be
assigned by any party without the prior written  consent of all parties  hereto;
provided,  however,  that the Adviser may assign this Agreement or any rights or
obligations  hereunder to any affiliate of or company under common  control with
the Adviser if such  assignee is duly  licensed  and  registered  to perform the
obligations of the Adviser under this Agreement.

13.11 The Company shall furnish, or shall cause to be furnished,  to the Fund or
its designee copies of the following reports:

(a)  the  Company's  annual  statement  (prepared  under  statutory   accounting
     principles) and annual report (prepared under generally accepted accounting
     principles ("GAAP"),  if any), as soon practical and in any event within 90
     days after the end of each fiscal year;

(b)  the  Company's  June  30th  quarterly  statements  (statutory),  as soon as
     practical and in any event within 45 days following such period;

(c)  any financial  statement proxy  statement,  notice or report of the Company
     sent to stockholders and/or  policyholders,  as soon as practical after the
     delivery thereof to stockholders;

(d)  any registration  statement (without exhibits) and financial reports of the
     Company  filed with the  Securities  and Exchange  Commission  or any state
     insurance regulator, as soon as practical after the filing thereof,

(e)  any other public report submitted to the Company by independent accountants
     in connection with any annual, interim or special audit made by them of the
     books of the Company, as soon as practical after the receipt thereof.



<PAGE>


     IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be executed in its name and on its behalf by its duly authorized  representative
as of the date specified above.


SAGE LIFE ASSURANCE OF AMERICA, INC.
on behalf of itself and each of its Accounts named in
Schedule A hereto, as amended from time to time


By:  ________________________________


VAN KAMPEN LIFE INVESTMENT TRUST


By:  ________________________________


VAN KAMPEN FUNDS INC.


By:  ________________________________



VAN KAMPEN ASSET MANAGEMENT INC.


By:  ________________________________


<PAGE>


                                   SCHEDULE A

                         SEPARATE ACCOUNTS AND CONTRACTS


Name of Separate Account and                Form Numbers and Names of Contracts
Date Established by Board of Directors      Funded by Separate Account

The Sage Variable Life Account A            LifeAsset I, Form No. MSPVL-9801
Established 12/03/97                           and MSPVL-C-9801



The Sage Variable Annuity Account A         Asset I, Form No. DVA-9712
Established 12/03/97                           and DVA-C-9712
                                            Asset II, Form No. DVAZ-9712
                                               and DVA-C-9712
                                            SageChoice, Form No. DVA-2001C
                                               and DVA-C-2001C
                                            SageSelect, Form No. DVA-2001SS
                                               and DVA-C-2001SS
                                            SagePlus, Form No. DVA-2001B
                                               and DVA-C-2001B
                                            SageFreedom, Form No. DVA-2001Z
                                               and DVA-C-2001Z

<PAGE>


                                   SCHEDULE B

            PARTICIPATING VAN KAMPEN LIFE INVESTMENT TRUST PORTFOLIOS



Emerging Growth Portfolio - Class II Shares
Growth and Income Portfolio - Class II Shares

<PAGE>


                                   SCHEDULE C

                             PROXY VOTING PROCEDURES


The following is a list of procedures and corresponding responsibilities for the
handling of proxies and voting  instructions  relating to the Fund.  The defined
terms  herein shall have the meanings  assigned in the  Participation  Agreement
except that the term "Company"  shall also include the department or third party
assigned by the Company to perform the steps delineated below.

1.   The  proxy  proposals  are  given  to the  Company  by the Fund as early as
     possible  before  the date set by the Fund for the  shareholder  meeting to
     enable the Company to consider and prepare for the  solicitation  of voting
     instructions   from  owners  of  the  Contracts   and  to  facilitate   the
     establishment of tabulation  procedures.  At this time the Fund will inform
     the Company of the Record,  Mailing  and Meeting  dates.  This will be done
     verbally approximately two months before meeting.

2.   Promptly  after the Record Date,  the Company will perform a "tape run," or
     other activity,  which will generate the names, address and number of units
     which are attributed to each contract  owner/policyholder  (the "Customer")
     as of the Record  Date.  Allowance  should be made for account  adjustments
     made  after  this date  that  could  affect  the  status of the  Customers'
     accounts as of the Record Date.

     Note: The number of proxy statements is determined by the activities
     described in Step #2. The Company will use its best efforts to call in
     the number of Customers to the Fund, as soon as possible, but no later
     than two weeks after the Record Date.

3.   The Fund's  Annual  Report  must be sent to each  Customer  by the  Company
     either before or together with the Customers' receipt of voting instruction
     solicitation  material. The Fund will provide the last Annual Report to the
     Company pursuant to the terms of Section 3.3 of the Agreement to which this
     Schedule relates.

4.   The text and format for the Voting Instruction Cards ("Cards" or "Card") is
     provided to the Company by the Fund.  The Company,  at its  expense,  shall
     produce  and  personalize  the Voting  Instruction  Cards.  The Fund or its
     affiliate must approve the Card before it is printed.  Allow  approximately
     2-4  business  days for  printing  information  on the  Cards.  Information
     commonly found on the Cards includes:

     a)       name (legal name as found on account registration)
     b)       address
     c)       fund or account number
     d)       coding to state number of units (or equivalent shares)
     e)       individual Card number for use in tracking and verification of
              votes (already on Cards as printed by the Fund).

This and  related  steps may occur  later in the  chronological  process  due to
possible uncertainties relating to the proposals.)

5.   During this time, the Fund will develop, produce, and the Fund will pay for
     the Notice of Proxy and the Proxy  Statement  (one  document).  Printed and
     folded  notices and  statements  will be sent to Company for insertion into
     envelopes  (envelopes and return envelopes are provided and paid for by the
     Company).  Contents  of envelope  sent to  Customers  by the  Company  will
     include:

a)       Voting Instruction Card(s)
b)       One proxy notice and statement (one document)
c)       Return envelope (postage pre-paid by Company) addressed to the Company
         or its tabulation agent
d)       "Urge buckslip" optional, but recommended. (This is a small,
         single sheet of paper that requests Customers to vote as
         quickly as possible and that their vote is important. One copy
         will be supplied by the Fund.)
e)       Cover letter  optional, supplied by Company and reviewed and approved
         in advance by the Fund.

6.   The above  contents  should be received by the  Company  approximately  3-5
     business days before mail date. Individual in charge at Company reviews and
     approves  the  contents of the mailing  package to ensure  correctness  and
     completeness. Copy of this approval sent to the Fund.

7.   Package mailed by the Company.

         *        The Fund must allow at least a 15 day solicitation time to the
                  Company as the shareowner. (A 5week period is recommended.)
                  Solicitation time is calculated as calendar days from (but not
                  including) the meeting, counting backwards.

8.   Collection and tabulation of Cards begins.  Tabulation  usually takes place
     in another department or another vendor depending on process used. An often
     used procedure is to sort Cards on arrival by proposal into vote categories
     of all yes, no, or mixed replies, and to begin data entry.

Note:Postmarks are not generally  needed. A need for postmark  information would
     be due to an  insurance  company's  internal  procedure  and has  not  been
     required by the Fund in the past.



<PAGE>


9.   Signatures on Card checked against legal name on account registration which
     was printed on the Card.

     Note: For example, if the account registration is under "John A. Smith,
     Trustee," then that is the exact legal name to be printed on the Card and
     is the signature needed on the Card.

10.  If Cards are  mutilated,  or for any reason are illegible or are not signed
     properly,  they are sent back to Customer with an explanatory  letter and a
     new  Card  and  return  envelope.   The  mutilated  or  illegible  Card  is
     disregarded  and  considered  to be  not  received  for  purposes  of  vote
     tabulation.  Any Cards  that  have  been  "kicked  out"  (e.g.,  mutilated,
     illegible) of the procedure are "hand verified," (i.e.,  examined as to why
     they did not complete the system). Any questions on those Cards are usually
     remedied individually.

11.  There are various control  procedures  used to ensure proper  tabulation of
     votes and accuracy of that  tabulation.  The most  prevalent is to sort the
     Cards as they first arrive,  into categories  depending upon their vote; an
     estimate  of how the vote is  progressing  may then be  calculated.  If the
     initial  estimates  and the actual vote do not  coincide,  then an internal
     audit of that vote should occur. This may entail a recount.

12.  The  actual  tabulation  of votes is done in units (or  equivalent  shares)
     which is then  converted  to shares.  (It is very  important  that the fund
     receives the tabulations  stated in terms of a percentage and the number of
     shares.) The Fund must review and approve tabulation format.

13.  Final  tabulation in shares is verbally given by the Company to the Fund on
     the morning of the meeting not later than 10:00 A.M. Houston time. The Fund
     may request an earlier  deadline if reasonable and if required to calculate
     the vote in time for the meeting.

14.  A  Certification  of Mailing  and  Authorization  to Vote.  Shares  will be
     required  from the Company as well as an  original  copy of the final vote.
     The Fund will provide a standard form for each Certification.

15.  The Company will be required to box and archive the Cards received from the
     Customers.  In the  event  that  any  vote is  challenged  or if  otherwise
     necessary for legal,  regulatory,  or accounting purposes, the Fund will be
     permitted reasonable access to such Cards.

16.  All  approvals  and "signing  off' may be done  orally,  but must always be
     followed up in writing.