Welcome to the Bright Start College Savings Program

              THIRD SUPPLEMENT TO THE BRIGHT START® PROGRAM
DISCLOSURE STATEMENT AND PARTICIPATION AGREEMENT
DATED JULY 18, 2005
This Third Supplement to the Bright Start Program Disclosure Statement dated
July 18, 2005 (this “Supplement”) supplements and amends the Program
Disclosure Statement dated April 8, 2005 (the “Disclosure Statement”) relating
to the Bright Start College Savings Program (the “Program”). Terms not
otherwise defined in this Supplement shall have the meanings assigned to such
terms in the Disclosure Statement.
The paragraphs under the “Portfolio Investment” and “Fund Investment
Advisers” headings of the section of the Disclosure Statement captioned
“MANAGEMENT AND OTHER SERVICE PROVIDERS” on page 62 of the
Disclosure Statement are supplemented by the following information:
“On June 24, 2005, Citigroup Inc. (“Citigroup”) announced that it has
signed a definitive agreement under which Citigroup will sell substantially
all of its worldwide asset management business, including the college
savings plan business and operations of the Manager, to Legg Mason, Inc.
(“Legg Mason”). The closing of the transaction is subject to certain
regulatory approvals, as well as other customary conditions. In addition,
the transfer of the Services Agreement to Legg Mason in connection with
the transaction is subject to the prior consent of the Treasurer. Subject to
the satisfaction of the conditions to closing and the Treasurer’s consent to
the transfer of the Services Agreement to Legg Mason, Citigroup expects
the closing of the transaction and the transfer of the Services Agreement to
take place later this year. In such event, the Manager as well as each Fund
investment adviser or sub-adviser that is currently a Citigroup subsidiary
would no longer be part of Citigroup and would become part of Legg
Mason. As part of Legg Mason, the Manager would continue to invest the
assets of each Portfolio in accordance with the policies, objectives and
guidelines set forth in the Policy Statement and reflected in the Disclosure
Statement. If the Treasurer decides not to consent to the proposed transfer
of the Services Agreement, you will receive written notice of such decision
and of the arrangements for the management of the Program’s assets that
the Treasurer has implemented or proposes to implement in light of such
decision. The Treasurer’s office has indicated that a decision by the
Treasurer to consent to the transfer of the Services Agreement to Legg
Mason will be based on a determination that any proposed changes in the
management and administration of the Program as a result of such transfer
are in the best interest of Account Owners.”
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