SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
(Amendment No. __)
Filed by Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
SteinRoe Variable Investment Trust
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(Name of Registrant as Specified In Its Charter)
Kevin M. Carome
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined).
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(4) Date Filed:
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<PAGE>
IMPORTANT INFORMATION FOR CONTRACT AND POLICY HOLDERS
OF ALL STEINROE VARIABLE INVESTMENT TRUST SUBACCOUNTS
This document contains your Proxy Statement and is accompanied by a voting
instruction card(s). A voting instruction card (which we refer to in the Proxy
Statement as your "proxy card" or "proxy") is, in essence, a ballot. When you
complete your voting instruction card, it tells your insurance company how to
vote on your behalf on important issues relating to the portion of your account
that is allocated to your Fund(s). If you complete and sign the voting
instruction card, it will be voted exactly as you instruct. If you simply sign
your voting instruction card, it will be voted in the same proportion as shares
for which instructions have been received.
Notice of Special Meeting of Shareholders--October 30, 1998
STEINROE VARIABLE INVESTMENT TRUST
Stein Roe Special Venture Fund, Variable Series
Stein Roe Growth Stock Fund, Variable Series
Stein Roe Balanced Fund, Variable Series
Stein Roe Mortgage Securities Fund, Variable Series
Stein Roe Money Market Fund, Variable Series
(each a "Fund" and, collectively, the "Funds")
A special meeting of the shareholders of the above-named Funds, each a
separate series of SteinRoe Variable Investment Trust, will be held on October
30, 1998, at 10:00 a.m., Boston time, at the offices of the Trust, 600 Atlantic
Avenue, 24th floor, Boston, Massachusetts 02210, for the following purposes:
1. To elect a Board of Trustees of SteinRoe Variable Investment Trust; and
2. To act on such other business as may properly come before the meeting.
Shareholders of record at the close of business on August 31, 1998 are
entitled to notice of and to vote at the meeting and at any adjournments
thereof.
By order of the Board of Trustees,
Kevin M. Carome
Secretary
September 25, 1998
YOUR VOTE IS IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES YOU OWN. PLEASE VOTE,
SIGN AND RETURN YOUR PROXY CARD IN THE ENCLOSED POSTAGE-PAID ENVELOPE
IMMEDIATELY.
<PAGE>
PROXY STATEMENT FOR A SPECIAL MEETING OF SHAREHOLDERS OF STEINROE VARIABLE
INVESTMENT TRUST
TO BE HELD ON OCTOBER 30, 1998
The Trustees of SteinRoe Variable Investment Trust ("SRVIT" or the
"Trust") have asked that you vote to elect an expanded Board of Trustees of the
Trust. The enclosed proxy, which was first mailed on or about September 21,
1998, is solicited by and on behalf of SRVIT. The vote will be formally taken
at a special meeting of shareholders on October 30, 1998.
Shareholders of record of each Fund of SRVIT at the close of business on
August 31, 1998, are entitled to one vote for each share held. As of the record
date, the following number of shares of beneficial interest outstanding
(without par value) were as follows:
<TABLE>
<CAPTION>
Fund No. of Shares Outstanding
- --------------------------------------------------------------- --------------------------
<S> <C>
Stein Roe Special Venture Fund, Variable Series .............. 10,161,287.938
Stein Roe Growth Stock Fund, Variable Series ................. 6,193,484.021
Stein Roe Balanced Fund, Variable Series ..................... 20,770,578.998
Stein Roe Mortgage Securities Fund, Variable Series .......... 8,184,097.967
Stein Roe Money Market Fund, Variable Series ................. 90,893,285.316
</TABLE>
All shares were owned of record by sub-accounts of separate accounts
("Separate Accounts") of life insurance companies (the "Participating Insurance
Companies") established to fund benefits under variable annuity contracts and
variable life insurance policies issued by the Participating Insurance
Companies. The Participating Insurance Companies are Keyport Life Insurance
Company ("Keyport"), Independence Life & Annuity Company (a wholly owned
subsidiary of Keyport), Keyport Benefit Life Insurance Company (also a wholly
owned subsidiary of Keyport), Liberty Life Assurance Company of Boston (an
affiliate of Liberty Mutual Insurance Company ["Liberty Mutual"]), and, with
respect to Special Venture Fund, Transamerica Occidental Life Insurance
Company, First Transamerica Life Insurance Company, Great-West Life & Annuity
Insurance Company, First Great-West Life & Annuity Insurance Company, Providian
Life and Health Insurance Company and First Providian Life and Health Insurance
Company. Keyport is an indirect wholly owned subsidiary of Liberty Financial
Companies, Inc. ("Liberty Financial"). Liberty Financial is an indirect
majority owned subsidiary of Liberty Mutual.
The Participating Insurance Companies are mailing copies of this proxy
material to the holders of these contracts and policies who, by completing and
signing the accompanying proxy cards, will instruct the Separate Accounts how
they wish the shares of the Funds to be voted. The Separate Accounts will vote
shares of the Funds as instructed on the proxy cards by their contract or
policy holders. If no instructions are specified on a proxy returned by a
contract or policy holder, the Separate Accounts will vote the shares of the
Fund represented thereby in favor of the election of each person nominated as a
Trustee. The Separate Accounts intend to vote shares for which no proxies are
returned in the same proportions as the shares for which instructions are
received.
Further information concerning the Funds is contained in SRVIT's annual
and semiannual reports. If you would like to have copies of the reports sent to
you free of charge, please write to Keyport Financial Services Corp. at 125
High Street, Boston, Massachusetts 02110 or call toll-free at 800-367-3653, or
call your financial advisor.
<PAGE>
1. ELECTION OF TRUSTEES
Background
Stein Roe & Farnham Incorporated ("Stein Roe") is the investment adviser
to the five Funds of SRVIT. Liberty Advisory Services Corp. ("LASC") is
investment adviser to the nine Funds of Liberty Variable Investment Trust
("LVIT"). Stein Roe, LASC, and each of the sub-advisers of the LVIT Funds
(which include, in addition to Stein Roe, Colonial Management Associates, Inc.
["Colonial"], Newport Fund Management, Inc. ["Newport"], and Liberty Asset
Management Company ["LAMCO"]) all are wholly owned subsidiaries of Liberty
Financial. Liberty Financial and its affiliates created the SRVIT Funds and the
LVIT Funds to be offered as investment options underlying variable annuity
contracts and variable life insurance policies. These include contracts and
policies issued by insurance companies that are subsidiaries or affiliates of
Liberty Financial. They also include contracts and policies issued by insurance
companies that are not affiliated with Liberty Financial.
Except as noted below, each of the SRVIT and LVIT Funds has an investment
objective and investment program that is similar to that of another registered
investment company managed by the same entity (i.e., either Stein Roe,
Colonial, Newport or LAMCO) and sold to the public outside of variable
insurance products (a "public fund"). Those SRVIT and LVIT Funds typically have
the same portfolio managers as their corresponding public funds and are managed
in a similar manner. However, differences such as the timing of cash inflows
and outflows and the varying tax treatment of variable insurance products and
public funds can produce different portfolio investments, which in turn will
produce different portfolio holdings and investment results. The SRVIT Mortgage
Securities Fund does not correspond to any Stein Roe public fund. Similarly,
the LVIT Colonial Growth and Income Fund and Colonial International Fund for
Growth do not correspond to any Colonial public funds.
The Board of Trustees that supervises the Stein Roe family of mutual funds
(the "Stein Roe Funds Board") supervises the public funds that correspond to
the SRVIT Funds. Similarly, the Board of Trustees that supervises the Colonial
family of mutual funds (the "Colonial Funds Board") supervises the public finds
that correspond to the LVIT Funds (with the exception of Liberty All-Star
Equity Fund, a closed-end fund listed on the New York Stock Exchange, that
corresponds to Liberty All-Star Equity Fund, Variable Series, which has a
separate Board that includes some, but not all, of the members of the Colonial
Funds Board). Currently, the same four individuals (Richard R. Christensen,
John A. Bacon Jr., Salvatore Macera and Dr. Thomas E. Stitzel) serve as
Trustees of both SRVIT and LVIT. None of these four individuals is currently a
member of either the Colonial or Stein Roe Funds Boards.
The Board of Trustees of each of SRVIT and LVIT, with the concurrence and
support of the Stein Roe Funds Board and the Colonial Funds Board, as well as
the support of Liberty Financial and its affiliates, propose to consolidate the
governance of the SRVIT and LVIT Funds with the Stein Roe and Colonial Funds in
the following manner:
o Mr. Christensen (who plans to retire during 1999), Mr. Macera and Dr. Stitzel
would resign as Trustees of SRVIT. Their resignations would become effective
upon the effectiveness of the election of additional Trustees of SRVIT, as
described below.
o Six individuals who are the Trustees of the Stein Roe Funds and one
additional person, Thomas W. Butch, who is the President of Stein Roe's
Mutual Funds Division would be elected as Trustees of SRVIT, joining Mr.
Bacon who will stay on the SRVIT Board. This Proposal 1 provides for the
election of these eight individuals as trustees of SRVIT. The formal
proposal, and information on each of these Trustee nominees, appears below.
The election of these seven individuals would become effective on November
3, 1998 (the date of the next scheduled regular meeting of the Stein Roe
Funds Board following the date of the SRVIT special shareholders meeting).
2
<PAGE>
o On July 28, 1998, the Stein Roe Funds Board elected Mr. Bacon as a Trustee of
the Stein Roe Funds. Mr. Bacon's election will become effective on November
3, 1998.
o Mr. Christensen and Mr. Bacon would resign as Trustees of LVIT. Their
resignations would become effective upon the election of additional Trustees
of LVIT, as described below.
o The nine individuals who are currently the Trustees of the Colonial Funds and
two other individuals who have been nominated for election as Colonial Funds
Trustees would be elected as Trustees of LVIT, joining Mr. Macera and Dr.
Stitzel, who will stay on the LVIT Board. The election of these eleven
individuals would become effective on December 17, 1998 (the date of the
next scheduled regular meeting of the Colonial Funds Board following the
date of the LVIT special shareholders meeting, which also will be held on
October 30, 1998).
o Mr. Macera and Dr. Stitzel would become Trustees of the Colonial Funds. On
June 18, 1998, the Colonial Funds Board nominated each of Mr. Macera and Dr.
Stitzel for these positions, subject to the approval of the Shareholders of
the Colonial Funds at a meeting called for October 30, 1998.
Upon the effectiveness of all these transactions, the membership of the
SRVIT Board (with the exception of Mr. Butch) would be identical to the
membership of the Stein Roe Funds Board and the membership of the LVIT Board
would be identical to the membership of the Colonial Funds Board.
The Trustees of SRVIT have discussed these matters extensively. The
Trustees, as well as Liberty Financial and its affiliates, believe this
consolidation of the governance of SRVIT and the Stein Roe Funds is in the best
interests of the SRVIT Funds and their Shareholders. Following these
transactions, one group of individuals will be responsible for supervising both
the SRVIT Funds and the corresponding public funds. This arrangement should
promote efficiencies in the governance and administration of the SRVIT Funds
and those corresponding funds. For example, consolidation of the SRVIT and
Stein Roe Funds Boards will eliminate the need for several of the portfolio
managers to make separate presentations to separate Boards, reducing the time
portfolio managers spend on such administrative matters.
The Board of Trustees of SRVIT has nominated eight individuals for
election as Trustees. The nominees are as follows:
John A. Bacon Jr. Private investor. Trustee of SRVIT since 1988 and of
LVIT since 1993. Age 70.
William W. Boyd. Chairman and Director of Sterling Plumbing Group, Inc.
(manufacturer of plumbing products) since 1992; President and Chief Executive
Officer prior thereto. Also a Director of Cummins-Allison Corp. (manufacturer
of currency counting equipment), Kohler Company (manufacturer of plumbing
products), and Market Facts, Inc. (market research); and Chairman of the Board
of Trustees, Elmhurst College. Age 71. (1)
Thomas W. Butch. President of the Mutual Funds Division of Stein Roe since
March 1998; Senior Vice President of Stein Roe from September 1994 to March
1998; First Vice President or Vice President, Corporate Communications, Mellon
Bank Corporation prior thereto. Also a Vice President of Liberty Funds
Distributor, Inc., a principal underwriter of SRVIT. Age 41. (2)
Lindsay Cook. Executive Vice President of Liberty Financial Companies,
Inc. (the indirect parent of Stein Roe) since March 1997; Senior Vice President
prior thereto. Age 46. (1) (3)
3
<PAGE>
Douglas A. Hacker. Senior Vice President and Chief Financial Officer of
UAL, Inc. (parent company of United Airlines) since July 1994; Senior Vice
President, Finance, UAL, Inc. from February 1993 to July 1994; Vice President,
Corporate & Fleet Planning, American Airlines from 1991 to February 1993. Also
a Director of the Steppenwolf Theatre Company and a Trustee of Providence-St.
Mel School. Age 42. (1)
Janet Langford Kelly. Senior Vice President, Secretary and General Counsel
of Sara Lee Corporation (branded, packaged, consumer-products manufacturer)
since 1995. Partner of Sidley & Austin (law firm) from 1991 through 1994. Age
40. (1)
Charles R. Nelson. Van Voorhis Professor of Political Economy, University
of Washington. Also serves as a consultant on economic and statistical matters.
Age 56. (1)
Thomas C. Theobald. Managing Director of William Blair Capital Partners
(private equity fund) since 1994; Chief Executive Officer and Chairman of the
Board of Directors of Continental Bank Corporation, 1987 to 1994. Also a
director of the following public companies: Xerox Corporation, Anixter
International (distributes network support equipment), LaSalle Partners (real
estate management services), and U.S. Timberlands LLC (owns forests and sells
timber). Director or partner of following private company: LaSalle Income &
Growth Properties (private real estate investment trust). Also a Director of
Associates of Harvard Business School, Chicago Council on Foreign Relations,
and MacArthur Foundation, and a Trustee of Mutual Life Insurance Company of New
York and Northwestern University. Age 61. (1)
- ------------
(1) Ms. Kelly and Messrs. Boyd, Cook, Hacker, Nelson, and Theobald are also
Trustees of each of the following investment companies: Stein Roe
Investment Trust, Stein Roe Income Trust, Stein Roe Municipal Trust, Stein
Roe Advisor Trust, Stein Roe Institutional Trust, Stein Roe Trust, and
SR&F Base Trust.
(2) Mr. Butch is an interested person of SRVIT and of Stein Roe, as defined in
the Investment Company Act of 1940, by reason of his relationship with
Stein Roe.
(3) Mr. Cook is an interested person of SRVIT and of Stein Roe, as defined in
the Investment Company Act of 1940, by reason of his relationship with
Stein Roe (which is a wholly owned subsidiary of Liberty Financial).
The Board of Trustees of SRVIT currently has an audit committee consisting
of Dr. Stitzel and Messrs. Bacon and Macera. The Audit Committee makes
recommendations regarding the selection of auditors, reviews with the auditors
the reports issued by them and the financial statements, confers with the
auditors regarding the results of the annual audit and the adequacy of
accounting procedures and controls, and considers related matters. The Audit
Committee met once during 1997, with each member present.
During 1997, the Board met four times. Each incumbent Trustee attended all
meetings of the Board during the period.
Trustees who are "interested persons" of SRVIT or Stein Roe receive no
compensation from SRVIT. As compensation for their services, trustees who are
not "interested persons" are paid the following fees: (i) a $10,000 annual
retainer, (ii) a $3,000 meeting fee for each meeting of the Board attended in
person, and (iii) a $1,000 meeting fee for each telephone meeting of the Board.
The Trustees do not receive any pension or retirement benefits from SRVIT. The
following table shows aggregate compensation received by each incumbent Trustee
during the fiscal year ended December 31, 1997.
4
<PAGE>
<TABLE>
<CAPTION>
Aggregate 1997 Total Compensation from SRVIT
Compensation and Affiliated Investment
Name of Trustee from SRVIT Companies in 1997*
- -------------------------------- --------------- -------------------------------
<S> <C> <C>
Richard R. Christensen ......... -- --
John A. Bacon Jr. .............. $21,000 $33,500
Salvatore Macera ............... 21,000 33,500
Thomas E. Stitzel .............. 21,000 33,500
</TABLE>
- ------------
* Includes Trustee fees paid by SRVIT and by LVIT.
The following table sets forth the compensation paid during 1997 to the
following seven nominees in their capacity as trustees of the Stein Roe Funds.
At December 31, 1997, the Stein Roe Funds consisted of 36 open-end management
investment company portfolios.
<TABLE>
<CAPTION>
Total Compensation from the Stein Roe
Funds Paid to the Nominee for the
Nominee Calendar Year Ended December 31, 1997
- ------------------------------- --------------------------------------
<S> <C>
William W. Boyd .............. $104,100
Thomas W. Butch .............. --
Lindsay Cook ................. --
Douglas A. Hacker ............ 100,600
Janet Langford Kelly ......... 100,600
Charles R. Nelson ............ 104,100
Thomas C. Theobald ........... 100,600
</TABLE>
If shareholders elect an expanded Board of Trustees, it is expected that
the Trust's arrangement for compensating its trustees will be integrated with
the current trustee compensation arrangements for the Stein Roe Funds. However,
even if the Board is expanded, during 1999 the Trust will not be charged
aggregate Trustee fees that exceed the amount paid to the current SRVIT
trustees in 1997 ($63,000).
As of the record date, Richard R. Christensen owned beneficially 1,696
shares of Special Venture Fund. In addition, as of that date Elizabeth Bacon,
spouse of John A. Bacon Jr., owned beneficially 2,339 shares of Special Venture
Fund. Mr. Bacon disclaims beneficial ownership of these shares. No other
Trustee or officer of SRVIT owned beneficially any shares of a SRVIT Fund.
The Board of Trustees recommends that shareholders of each Fund vote FOR
the election of each nominee as trustee.
2. OTHER BUSINESS
The Trustees do not know of any other business to be brought before the
meeting. However, if any other matters properly come before the meeting, it is
their intention that proxies that do not contain specific restrictions to the
contrary will be voted on such matters in accordance with the judgment of the
proxy holders.
FURTHER INFORMATION ABOUT VOTING
Voting requirements. All Funds in SRVIT vote together on matters that
affect the Trust as a whole, such as the election of Trustees. Each share is
entitled one vote on any matter that comes before the meeting.
Quorum and Required Vote. Thirty percent of the shares of each Fund
entitled to vote, present in person or represented by proxy, constitutes a
quorum for the transaction of business by the Fund's shareholders at the
meeting. Election of Trustees requires the affirmative vote of a plurality of
the shares voting.
5
<PAGE>
Solicitation of proxies. In addition to soliciting proxies by mail, the
Trustees and employees of Liberty Financial or its affiliates may solicit
proxies in person or by telephone but will not be additionally compensated
therefor. Persons holding shares as nominees will upon request be reimbursed
for their reasonable expenses in soliciting instructions from their principals.
The expenses of the meeting or any adjournment thereof and of any proxy
solicitation will be borne by the Funds.
Revocation of proxies. Any contract or policy holder may revoke his or her
proxy at any time before the shares represented thereby are voted by a written
revocation received by the Secretary of SRVIT or by properly executing a
later-dated proxy.
Date for receipt of shareholders' proposals for subsequent meetings of
shareholders. SRVIT's Agreement and Declaration of Trust does not provide for
annual meetings of shareholders, and SRVIT currently does not intend to hold
such a meeting in 1999. Shareholder proposals for inclusion in the proxy
statement for any subsequent meeting must be received by SRVIT within a
reasonable period of time prior to any such meeting. Shareholders wishing to
submit the name of a candidate for consideration as a nominee for trustee
should submit their recommendations to the Secretary of SRVIT.
Adjournment. If sufficient votes in favor of the election of each nominee
are not received by the time scheduled for the meeting, proxy holders may
propose adjournments of the meeting for a period or periods of not more than 60
days in the aggregate to permit further solicitation of proxies with respect to
Proposal 1. Any adjournment will require the affirmative vote of a majority of
the votes cast on the question in person or by proxy at the session of the
meeting to be adjourned. The proxy holders will vote in favor of such
adjournment those proxies that they are entitled to vote in favor of the
election of at least one nominee. They will vote against any such adjournment
those proxies required to be voted against all nominees.
FURTHER INFORMATION ABOUT SRVIT AND STEIN ROE
Stein Roe. Stein Roe is a wholly owned subsidiary of SteinRoe Services
Inc. ("SSI"). SSI is SRVIT's transfer agent. SSI is a wholly owned subsidiary
of Liberty Financial. Liberty Financial is an integrated asset accumulation and
management organization. Liberty Financial is a majority owned subsidiary of
LFC Holdings, Inc. ("LFC Holdings"). LFC Holdings is a wholly owned subsidiary
of Liberty Mutual Equity Corporation ("Liberty Equity"). Liberty Equity is a
wholly owned subsidiary of Liberty Mutual. Liberty Mutual is a mutual insurance
company, principally in the property/casualty insurance field. The address of
Stein Roe and of SSI is One South Wacker Drive, Chicago, Illinois 60606; the
address of Liberty Financial is Federal Reserve Plaza, 600 Atlantic Avenue,
Boston, Massachusetts 02210; and the address of LFC Holdings, Liberty Equity
and Liberty Mutual is 175 Berkeley Street, Boston, Massachusetts 02117.
The directors of Stein Roe are Kenneth R. Leibler, C. Allen Merritt, Jr.,
Thomas W. Butch, and Hans P. Ziegler. Mr. Leibler is President and Chief
Executive Officer of Liberty Financial; Mr. Merritt is Chief Operating Officer
of Liberty Financial; Mr. Butch is President of Stein Roe's Mutual Funds
division; and Mr. Ziegler is Chief Executive Officer of Stein Roe. The business
address of Messrs. Leibler and Merritt is Federal Reserve Plaza, 600 Atlantic
Avenue, Boston, Massachusetts 02210; and that of Messrs. Butch and Ziegler is
One South Wacker Drive, Chicago, Illinois 60606.
Independent auditors. KPMG Peat Marwick LLP are SRVIT's independent
auditors. No representative of the accounting firm is expected to be present at
the shareholder meeting.
6
<PAGE>
Officers of SRVIT. The following persons are officers of SRVIT:
<TABLE>
<CAPTION>
Position Held Position Held with
Name with SRVIT Stein Roe or its Affiliates
- -------------------------------- --------------------- ---------------------------------------------
<S> <C> <C>
Richard R. Christensen ......... President and Chairman of LAMCO
Trustee
Gary A. Anetsberger ............ Treasurer Senior Vice President of Stein Roe
Sharon R. Robertson ............ Controller Associate of Stein Roe
Richard B. Peterson ............ Vice President Senior Vice President of Stein Roe
Harvey B. Hirschhorn ........... Vice President Executive Vice President of Stein Roe
Jane M. Naeseth ................ Vice President Senior Vice President of Stein Roe
Erik P. Gustafson .............. Vice President Senior Vice President of Stein Roe
John S. McLandsborough ......... Vice President Vice President of Stein Roe
William M. Wadden IV ........... Vice President Senior Vice President of Stein Roe
John A. Benning ................ Assistant Secretary Senior Vice President, General Counsel and
Secretary of Liberty Financial
Kevin M. Carome ................ Secretary Associate General Counsel and Vice President
of Liberty Financial; General Counsel and
Secretary of Stein Roe
</TABLE>
Principal Underwriters. Keyport Financial Services Corp. ("KFSC"), 125
High Street, Boston, Massachusetts 02110, is the principal underwriter to the
Trust for sales of shares to Participating Insurance Companies that are
affiliated with Liberty Financial. Liberty Funds Distributor, Inc. ("LFD"), One
Financial Center, Boston, Massachusetts 02111, is the principal underwriter to
the Trust for sales of shares to other Participating Insurance Companies. Each
of KFSC and LFD is an indirect wholly owned subsidiary of Liberty Financial.
Shareholdings. As of the record date, to the knowledge of the Funds, there
were no holders of record of variable annuity contracts or variable life
insurance policies who beneficially had the right to vote 5% or more of the
outstanding shares of the Fund, as determined in accordance with Rule 13d-3
under the Securities Exchange Act of 1934. Each Participating Insurance Company
disclaims beneficial ownership of the shares of the Funds held of record by the
sub-accounts of its separate accounts.
Reports, proxy statements and other information have been filed with the
SEC and may be inspected and copied at the SEC's public reference room, 450
Fifth Street, N.W., Washington, D.C. 20549. Copies of such material can also be
obtained from the Public Reference Branch, Office of Consumer Affairs and
Information Services, Securities and Exchange Commission, Washington, D.C.
20549, at prescribed rates.
SHAREHOLDERS ARE URGED TO VOTE, SIGN, AND MAIL THEIR PROXIES IMMEDIATELY.
By Order of the Board of Trustees,
Kevin M. Carome
Secretary
September 25, 1998
7
<PAGE>
BY SIGNING AND DATING THIS CARD, YOU AUTHORIZE THE PROXIES TO VOTE EACH
PROPOSAL AS MARKED, OR, IF NOT MARKED, TO VOTE "FOR" EACH PROPOSAL AND TO USE
THEIR DISCRETION TO VOTE ON ANY OTHER MATTER THAT MAY COME BEFORE THE SPECIAL
MEETING. IF YOU DO NOT INTEND PERSONALLY TO ATTEND THE SPECIAL MEETING, PLEASE
COMPLETE AND MAIL THIS CARD AT ONCE IN THE ENCLOSED ENVELOPE.
STEINROE VARIABLE INVESTMENT TRUST
STEIN ROE SPECIAL VENTURE FUND, VARIABLE SERIES
PROXY SOLICITED BY THE BOARD OF TRUSTEES
FOR A MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 30, 1998
THE UNDERSIGNED HEREBY APPOINTS RICHARD R. CHRISTENSEN, JOHN A. BENNING, KEVIN
M. CAROME, BERNARD R. BECKERLEGGE, JAMES L. KLOPPER AND ELIZABETH B. LOVE, AND
EACH OF THEM, PROXIES OF THE UNDERSIGNED, WITH POWER OF SUBSTITUTION, TO VOTE
AT THE SPECIAL MEETING OF SHAREHOLDERS OF STEIN ROE SPECIAL VENTURE FUND,
VARIABLE SERIES (THE "FUND") TO BE HELD AT 10:00 A.M. ON OCTOBER 30, 1998, AT
600 ATLANTIC AVENUE, BOSTON, MASSACHUSETTS, AND AT ANY ADJOURNMENTS THEREOF, AS
FOLLOWS:
For election as Trustees, the nominees are:
<TABLE>
<S> <C> <C>
John A. Bacon Jr., William W. Boyd, FOR ALL WITHHOLD ALL
Thomas W. Butch, Lindsay Cook, (except as marked to the contrary)
Douglas A. Hacker, Janet Langford Kelly,
Charles R. Nelson, and Thomas C. Theobald [ ] [ ]
</TABLE>
TO WITHHOLD AUTHORITY TO VOTE ON ANY INDIVIDUAL NOMINEE(S), WRITE NAME(S) ON
THE LINE BELOW:
- --------------------------------------------------------------------------------
- ----------------------------- ----------------------------- -------------
SIGNATURE SIGNATURE (JOINT OWNERS) DATE
PLEASE SIGN NAME OR NAMES EXACTLY AS PRINTED ABOVE TO AUTHORIZE THE VOTING OF
YOUR SHARES AS INDICATED ABOVE. WHERE SHARES ARE REGISTERED WITH JOINT OWNERS,
ALL JOINT OWNERS SHOULD SIGN. PERSONS SIGNING AS EXECUTORS, ADMINISTRATORS,
TRUSTEES, ETC. SHOULD SO INDICATE. CORPORATE PROXIES SHOULD BE SIGNED BY AN
AUTHORIZED OFFICER.
<PAGE>
VOTING INSTRUCTIONS
Stein Roe Special Venture Fund, Variable Series
SteinRoe Variable Investment Trust
INSTRUCTIONS OF VARIABLE CONTRACT PARTICIPANTS
FOR VOTING SHARES OF STEINROE VARIABLE INVESTMENT TRUST.
The ballot for which voting instructions are being requested is solicited by
the Board of Trustees of SteinRoe Variable Investment Trust.
The undersigned, being a Participant under a variable annuity contract or
variable life insurance policy issued by Keyport Life Insurance Company,
Independence Life & Annuity Company, Keyport Benefit Life Insurance Company,
Liberty Life Assurance Company of Boston, Transamerica Occidental Life
Insurance Company, First Transamerica Life Insurance Company, Great-West Life &
Annuity Insurance Company, First Great-West Life & Annuity Insurance Company,
Providian Life and Health Insurance Company, or First Providian Life and Health
Insurance Company (the "Insurance Company"), hereby instructs the Insurance
Company to cause the shares of the above-referenced fund (the "Fund") allocable
to Participant's account identified below to vote in the manner specified on
the reverse side with respect to the matter described in the accompanying proxy
statement.
THE INSURANCE COMPANY WILL FOLLOW VOTING INSTRUCTIONS ONLY IF THEY ARE RECEIVED
AT LEAST ONE DAY PRIOR TO THE DATE OF THE MEETING. IF NO INSTRUCTIONS ARE
SPECIFIED, THE INSURANCE COMPANY WILL VOTE THE SHARES IN FAVOR OF THE ELECTION
OF TRUSTEES.
PLEASE MARK, SIGN, DATE AND RETURN
THE VOTING INSTRUCTIONS CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
Please date and sign exactly as name
appears hereon. Executors,
administrators, trustees, etc. should
so indicate when signing.
DATE: __________________________________
________________________________________
(Signature of contract owner/participant)
________________________________________
(Signature of joint owner/participant)
<PAGE>
[REVERSE SIDE]
For election as Trustees, the nominees are:
<TABLE>
<S> <C> <C>
John A. Bacon Jr., William W. Boyd, FOR ALL WITHHOLD ALL
Thomas W. Butch, Lindsay Cook, (except as marked to the contrary)
Douglas A. Hacker, Janet Langford Kelly,
Charles R. Nelson, and Thomas C. Theobald [ ] [ ]
</TABLE>
TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE(S), WRITE NAME(S) ON
THE LINE BELOW:
- --------------------------------------------------------------------------------
<PAGE>
BY SIGNING AND DATING THIS CARD, YOU AUTHORIZE THE PROXIES TO VOTE EACH
PROPOSAL AS MARKED, OR, IF NOT MARKED, TO VOTE "FOR" EACH PROPOSAL AND TO USE
THEIR DISCRETION TO VOTE ON ANY OTHER MATTER THAT MAY COME BEFORE THE SPECIAL
MEETING. IF YOU DO NOT INTEND PERSONALLY TO ATTEND THE SPECIAL MEETING, PLEASE
COMPLETE AND MAIL THIS CARD AT ONCE IN THE ENCLOSED ENVELOPE.
STEINROE VARIABLE INVESTMENT TRUST
STEIN ROE GROWTH STOCK FUND, VARIABLE SERIES
PROXY SOLICITED BY THE BOARD OF TRUSTEES
FOR A MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 30, 1998
THE UNDERSIGNED HEREBY APPOINTS RICHARD R. CHRISTENSEN, JOHN A. BENNING, KEVIN
M. CAROME, BERNARD R. BECKERLEGGE, JAMES L. KLOPPER AND ELIZABETH B. LOVE, AND
EACH OF THEM, PROXIES OF THE UNDERSIGNED, WITH POWER OF SUBSTITUTION, TO VOTE
AT THE SPECIAL MEETING OF SHAREHOLDERS OF STEIN ROE GROWTH STOCK FUND, VARIABLE
SERIES (THE "FUND") TO BE HELD AT 10:00 A.M. ON OCTOBER 30, 1998, AT 600
ATLANTIC AVENUE, BOSTON, MASSACHUSETTS, AND AT ANY ADJOURNMENTS THEREOF, AS
FOLLOWS:
For election as Trustees, the nominees are:
<TABLE>
<S> <C> <C>
John A. Bacon Jr., William W. Boyd, FOR ALL WITHHOLD ALL
Thomas W. Butch, Lindsay Cook, (except as marked to the contrary)
Douglas A. Hacker, Janet Langford Kelly,
Charles R. Nelson, and Thomas C. Theobald [ ] [ ]
</TABLE>
TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE(S), WRITE NAME(S) ON
THE LINE BELOW:
- --------------------------------------------------------------------------------
- ----------------------------- ----------------------------- --------------
SIGNATURE SIGNATURE (JOINT OWNERS) DATE
PLEASE SIGN NAME OR NAMES EXACTLY AS PRINTED ABOVE TO AUTHORIZE THE VOTING OF
YOUR SHARES AS INDICATED ABOVE. WHERE SHARES ARE REGISTERED WITH JOINT OWNERS,
ALL JOINT OWNERS SHOULD SIGN. PERSONS SIGNING AS EXECUTORS, ADMINISTRATORS,
TRUSTEES, ETC. SHOULD SO INDICATE. CORPORATE PROXIES SHOULD BE SIGNED BY AN
AUTHORIZED OFFICER.
<PAGE>
VOTING INSTRUCTIONS
STEIN ROE GROWTH STOCK FUND, VARIABLE SERIES
STEINROE VARIABLE INVESTMENT TRUST
INSTRUCTIONS OF VARIABLE CONTRACT PARTICIPANTS
FOR VOTING SHARES OF STEINROE VARIABLE INVESTMENT TRUST.
The ballot for which voting instructions are being requested is solicited by
the Board of Trustees of SteinRoe Variable Investment Trust.
The undersigned, being a Participant under a variable annuity contract or
variable life insurance policy issued by Keyport Life Insurance Company,
Independence Life & Annuity Company, Keyport Benefit Life Insurance Company,
Liberty Life Assurance Company of Boston, Transamerica Occidental Life
Insurance Company, First Transamerica Life Insurance Company, Great-West Life &
Annuity Insurance Company, First Great-West Life & Annuity Insurance Company,
Providian Life and Health Insurance Company, or First Providian Life and Health
Insurance Company (the "Insurance Company"), hereby instructs the Insurance
Company to cause the shares of the above-referenced fund (the "Fund") allocable
to Participant's account identified below to vote in the manner specified on
the reverse side with respect to the matter described in the accompanying proxy
statement.
THE INSURANCE COMPANY WILL FOLLOW VOTING INSTRUCTIONS ONLY IF THEY ARE RECEIVED
AT LEAST ONE DAY PRIOR TO THE DATE OF THE MEETING. IF NO INSTRUCTIONS ARE
SPECIFIED, THE INSURANCE COMPANY WILL VOTE THE SHARES IN FAVOR OF THE ELECTION
OF TRUSTEES.
PLEASE MARK, SIGN, DATE AND RETURN
THE VOTING INSTRUCTIONS CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
Please date and sign exactly as name
appears hereon. Executors,
administrators, trustees, etc. should
so indicate when signing.
DATE: __________________________________
________________________________________
(Signature of contract owner/participant)
________________________________________
(Signature of joint owner/participant)
<PAGE>
[REVERSE SIDE]
For election as Trustees, the nominees are:
<TABLE>
<S> <C> <C>
John A. Bacon Jr., William W. Boyd, FOR ALL WITHHOLD ALL
Thomas W. Butch, Lindsay Cook, (except as marked to the contrary)
Douglas A. Hacker, Janet Langford Kelly,
Charles R. Nelson, and Thomas C. Theobald [ ] [ ]
</TABLE>
TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE(S), WRITE NAME(S) ON
THE LINE BELOW:
- --------------------------------------------------------------------------------
<PAGE>
BY SIGNING AND DATING THIS CARD, YOU AUTHORIZE THE PROXIES TO VOTE EACH
PROPOSAL AS MARKED, OR, IF NOT MARKED, TO VOTE "FOR" EACH PROPOSAL AND TO USE
THEIR DISCRETION TO VOTE ON ANY OTHER MATTER THAT MAY COME BEFORE THE SPECIAL
MEETING. IF YOU DO NOT INTEND PERSONALLY TO ATTEND THE SPECIAL MEETING, PLEASE
COMPLETE AND MAIL THIS CARD AT ONCE IN THE ENCLOSED ENVELOPE.
STEINROE VARIABLE INVESTMENT TRUST
STEIN ROE BALANCED FUND, VARIABLE SERIES
PROXY SOLICITED BY THE BOARD OF TRUSTEES
FOR A MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 30, 1998
THE UNDERSIGNED HEREBY APPOINTS RICHARD R. CHRISTENSEN, JOHN A. BENNING, KEVIN
M. CAROME, BERNARD R. BECKERLEGGE, JAMES L. KLOPPER AND ELIZABETH B. LOVE, AND
EACH OF THEM, PROXIES OF THE UNDERSIGNED, WITH POWER OF SUBSTITUTION, TO VOTE
AT THE SPECIAL MEETING OF SHAREHOLDERS OF STEIN ROE BALANCED FUND, VARIABLE
SERIES (THE "FUND") TO BE HELD AT 10:00 A.M. ON OCTOBER 30, 1998, AT 600
ATLANTIC AVENUE, BOSTON, MASSACHUSETTS, AND AT ANY ADJOURNMENTS THEREOF, AS
FOLLOWS:
For election as Trustees, the nominees are:
<TABLE>
<S> <C> <C>
John A. Bacon Jr., William W. Boyd, FOR ALL WITHHOLD ALL
Thomas W. Butch, Lindsay Cook, (except as marked to the contrary)
Douglas A. Hacker, Janet Langford Kelly,
Charles R. Nelson, and Thomas C. Theobald [ ] [ ]
</TABLE>
TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE(S), WRITE NAME(S) ON
THE LINE BELOW:
- --------------------------------------------------------------------------------
- ----------------------------- ----------------------------- --------------
SIGNATURE SIGNATURE (JOINT OWNERS) DATE
PLEASE SIGN NAME OR NAMES EXACTLY AS PRINTED ABOVE TO AUTHORIZE THE VOTING OF
YOUR SHARES AS INDICATED ABOVE. WHERE SHARES ARE REGISTERED WITH JOINT OWNERS,
ALL JOINT OWNERS SHOULD SIGN. PERSONS SIGNING AS EXECUTORS, ADMINISTRATORS,
TRUSTEES, ETC. SHOULD SO INDICATE. CORPORATE PROXIES SHOULD BE SIGNED BY AN
AUTHORIZED OFFICER.
<PAGE>
VOTING INSTRUCTIONS
STEIN ROE BALANCED FUND, VARIABLE SERIES
STEINROE VARIABLE INVESTMENT TRUST
INSTRUCTIONS OF VARIABLE CONTRACT PARTICIPANTS
FOR VOTING SHARES OF STEINROE VARIABLE INVESTMENT TRUST.
The ballot for which voting instructions are being requested is solicited by
the Board of Trustees of SteinRoe Variable Investment Trust.
The undersigned, being a Participant under a variable annuity contract or
variable life insurance policy issued by Keyport Life Insurance Company,
Independence Life & Annuity Company, Keyport Benefit Life Insurance Company,
Liberty Life Assurance Company of Boston, Transamerica Occidental Life
Insurance Company, First Transamerica Life Insurance Company, Great-West Life &
Annuity Insurance Company, First Great-West Life & Annuity Insurance Company,
Providian Life and Health Insurance Company, or First Providian Life and Health
Insurance Company (the "Insurance Company"), hereby instructs the Insurance
Company to cause the shares of the above-referenced fund (the "Fund") allocable
to Participant's account identified below to vote in the manner specified on
the reverse side with respect to the matter described in the accompanying proxy
statement.
THE INSURANCE COMPANY WILL FOLLOW VOTING INSTRUCTIONS ONLY IF THEY ARE RECEIVED
AT LEAST ONE DAY PRIOR TO THE DATE OF THE MEETING. IF NO INSTRUCTIONS ARE
SPECIFIED, THE INSURANCE COMPANY WILL VOTE THE SHARES IN FAVOR OF THE ELECTION
OF TRUSTEES.
PLEASE MARK, SIGN, DATE AND RETURN
THE VOTING INSTRUCTIONS CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
Please date and sign exactly as name
appears hereon. Executors,
administrators, trustees, etc. should
so indicate when signing.
DATE: __________________________________
________________________________________
(Signature of contract owner/participant)
________________________________________
(Signature of joint owner/participant)
<PAGE>
[REVERSE SIDE]
For election as Trustees, the nominees are:
<TABLE>
<S> <C> <C>
John A. Bacon Jr., William W. Boyd, FOR ALL WITHHOLD ALL
Thomas W. Butch, Lindsay Cook, (except as marked to the contrary)
Douglas A. Hacker, Janet Langford Kelly,
Charles R. Nelson, and Thomas C. Theobald [ ] [ ]
</TABLE>
TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE(S), WRITE NAME(S) ON
THE LINE BELOW:
- --------------------------------------------------------------------------------
<PAGE>
BY SIGNING AND DATING THIS CARD, YOU AUTHORIZE THE PROXIES TO VOTE EACH
PROPOSAL AS MARKED, OR, IF NOT MARKED, TO VOTE "FOR" EACH PROPOSAL AND TO USE
THEIR DISCRETION TO VOTE ON ANY OTHER MATTER THAT MAY COME BEFORE THE SPECIAL
MEETING. IF YOU DO NOT INTEND PERSONALLY TO ATTEND THE SPECIAL MEETING, PLEASE
COMPLETE AND MAIL THIS CARD AT ONCE IN THE ENCLOSED ENVELOPE.
STEINROE VARIABLE INVESTMENT TRUST
STEIN ROE MORTGAGE SECURITIES FUND, VARIABLE SERIES
PROXY SOLICITED BY THE BOARD OF TRUSTEES
FOR A MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 30, 1998
THE UNDERSIGNED HEREBY APPOINTS RICHARD R. CHRISTENSEN, JOHN A. BENNING, KEVIN
M. CAROME, BERNARD R. BECKERLEGGE, JAMES L. KLOPPER AND ELIZABETH B. LOVE, AND
EACH OF THEM, PROXIES OF THE UNDERSIGNED, WITH POWER OF SUBSTITUTION, TO VOTE
AT THE SPECIAL MEETING OF SHAREHOLDERS OF STEIN ROE MORTGAGE SECURITIES FUND,
VARIABLE SERIES (THE "FUND") TO BE HELD AT 10:00 A.M. ON OCTOBER 30, 1998, AT
600 ATLANTIC AVENUE, BOSTON, MASSACHUSETTS, AND AT ANY ADJOURNMENTS THEREOF, AS
FOLLOWS:
For election as Trustees, the nominees are:
<TABLE>
<S> <C> <C>
John A. Bacon Jr., William W. Boyd, FOR ALL WITHHOLD ALL
Thomas W. Butch, Lindsay Cook, (except as marked to the contrary)
Douglas A. Hacker, Janet Langford Kelly,
Charles R. Nelson, and Thomas C. Theobald [ ] [ ]
</TABLE>
TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE(S), WRITE NAME(S) ON
THE LINE BELOW:
- --------------------------------------------------------------------------------
- ----------------------------- ----------------------------- --------------
SIGNATURE SIGNATURE (JOINT OWNERS) DATE
PLEASE SIGN NAME OR NAMES EXACTLY AS PRINTED ABOVE TO AUTHORIZE THE VOTING OF
YOUR SHARES AS INDICATED ABOVE. WHERE SHARES ARE REGISTERED WITH JOINT OWNERS,
ALL JOINT OWNERS SHOULD SIGN. PERSONS SIGNING AS EXECUTORS, ADMINISTRATORS,
TRUSTEES, ETC. SHOULD SO INDICATE. CORPORATE PROXIES SHOULD BE SIGNED BY AN
AUTHORIZED OFFICER.
<PAGE>
VOTING INSTRUCTIONS
STEIN ROE MORTGAGE SECURITIES FUND, VARIABLE SERIES
STEINROE VARIABLE INVESTMENT TRUST
INSTRUCTIONS OF VARIABLE CONTRACT PARTICIPANTS
FOR VOTING SHARES OF STEINROE VARIABLE INVESTMENT TRUST.
The ballot for which voting instructions are being requested is solicited by
the Board of Trustees of SteinRoe Variable Investment Trust.
The undersigned, being a Participant under a variable annuity contract or
variable life insurance policy issued by Keyport Life Insurance Company,
Independence Life & Annuity Company, Keyport Benefit Life Insurance Company,
Liberty Life Assurance Company of Boston, Transamerica Occidental Life
Insurance Company, First Transamerica Life Insurance Company, Great-West Life &
Annuity Insurance Company, First Great-West Life & Annuity Insurance Company,
Providian Life and Health Insurance Company, or First Providian Life and Health
Insurance Company (the "Insurance Company"), hereby instructs the Insurance
Company to cause the shares of the above-referenced fund (the "Fund") allocable
to Participant's account identified below to vote in the manner specified on
the reverse side with respect to the matter described in the accompanying proxy
statement.
THE INSURANCE COMPANY WILL FOLLOW VOTING INSTRUCTIONS ONLY IF THEY ARE RECEIVED
AT LEAST ONE DAY PRIOR TO THE DATE OF THE MEETING. IF NO INSTRUCTIONS ARE
SPECIFIED, THE INSURANCE COMPANY WILL VOTE THE SHARES IN FAVOR OF THE ELECTION
OF TRUSTEES.
PLEASE MARK, SIGN, DATE AND RETURN
THE VOTING INSTRUCTIONS CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
Please date and sign exactly as name
appears hereon. Executors,
administrators, trustees, etc. should
so indicate when signing.
DATE: __________________________________
________________________________________
(Signature of contract owner/participant)
________________________________________
(Signature of joint owner/participant)
<PAGE>
[REVERSE SIDE]
For election as Trustees, the nominees are:
<TABLE>
<S> <C> <C>
John A. Bacon Jr., William W. Boyd, FOR ALL WITHHOLD ALL
Thomas W. Butch, Lindsay Cook, (except as marked to the contrary)
Douglas A. Hacker, Janet Langford Kelly,
Charles R. Nelson, and Thomas C. Theobald [ ] [ ]
</TABLE>
TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE(S), WRITE NAME(S) ON
THE LINE BELOW:
- --------------------------------------------------------------------------------
<PAGE>
BY SIGNING AND DATING THIS CARD, YOU AUTHORIZE THE PROXIES TO VOTE EACH
PROPOSAL AS MARKED, OR, IF NOT MARKED, TO VOTE "FOR" EACH PROPOSAL AND TO USE
THEIR DISCRETION TO VOTE ON ANY OTHER MATTER THAT MAY COME BEFORE THE SPECIAL
MEETING. IF YOU DO NOT INTEND PERSONALLY TO ATTEND THE SPECIAL MEETING, PLEASE
COMPLETE AND MAIL THIS CARD AT ONCE IN THE ENCLOSED ENVELOPE.
STEINROE VARIABLE INVESTMENT TRUST
STEIN ROE MONEY MARKET FUND, VARIABLE SERIES
PROXY SOLICITED BY THE BOARD OF TRUSTEES
FOR A MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 30, 1998
THE UNDERSIGNED HEREBY APPOINTS RICHARD R. CHRISTENSEN, JOHN A. BENNING, KEVIN
M. CAROME, BERNARD R. BECKERLEGGE, JAMES L. KLOPPER AND ELIZABETH B. LOVE, AND
EACH OF THEM, PROXIES OF THE UNDERSIGNED, WITH POWER OF SUBSTITUTION, TO VOTE
AT THE SPECIAL MEETING OF SHAREHOLDERS OF STEIN ROE MONEY MARKET FUND, VARIABLE
SERIES (THE "FUND") TO BE HELD AT 10:00 A.M. ON OCTOBER 30, 1998, AT 600
ATLANTIC AVENUE, BOSTON, MASSACHUSETTS, AND AT ANY ADJOURNMENTS THEREOF, AS
FOLLOWS:
For election as Trustees, the nominees are:
<TABLE>
<S> <C> <C>
John A. Bacon Jr., William W. Boyd, FOR ALL WITHHOLD ALL
Thomas W. Butch, Lindsay Cook, (except as marked to the contrary)
Douglas A. Hacker, Janet Langford Kelly,
Charles R. Nelson, and Thomas C. Theobald [ ] [ ]
</TABLE>
TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE(S), WRITE NAME(S) ON
THE LINE BELOW:
- --------------------------------------------------------------------------------
- ----------------------------- ----------------------------- --------------
SIGNATURE SIGNATURE (JOINT OWNERS) DATE
PLEASE SIGN NAME OR NAMES EXACTLY AS PRINTED ABOVE TO AUTHORIZE THE VOTING OF
YOUR SHARES AS INDICATED ABOVE. WHERE SHARES ARE REGISTERED WITH JOINT OWNERS,
ALL JOINT OWNERS SHOULD SIGN. PERSONS SIGNING AS EXECUTORS, ADMINISTRATORS,
TRUSTEES, ETC. SHOULD SO INDICATE. CORPORATE PROXIES SHOULD BE SIGNED BY AN
AUTHORIZED OFFICER.
<PAGE>
VOTING INSTRUCTIONS
STEIN ROE MONEY MARKET FUND, VARIABLE SERIES
STEINROE VARIABLE INVESTMENT TRUST
INSTRUCTIONS OF VARIABLE CONTRACT PARTICIPANTS
FOR VOTING SHARES OF STEINROE VARIABLE INVESTMENT TRUST.
The ballot for which voting instructions are being requested is solicited by
the Board of Trustees of SteinRoe Variable Investment Trust.
The undersigned, being a Participant under a variable annuity contract or
variable life insurance policy issued by Keyport Life Insurance Company,
Independence Life & Annuity Company, Keyport Benefit Life Insurance Company,
Liberty Life Assurance Company of Boston, Transamerica Occidental Life
Insurance Company, First Transamerica Life Insurance Company, Great-West Life &
Annuity Insurance Company, First Great-West Life & Annuity Insurance Company,
Providian Life and Health Insurance Company, or First Providian Life and Health
Insurance Company (the "Insurance Company"), hereby instructs the Insurance
Company to cause the shares of the above-referenced fund (the "Fund") allocable
to Participant's account identified below to vote in the manner specified on
the reverse side with respect to the matter described in the accompanying proxy
statement.
THE INSURANCE COMPANY WILL FOLLOW VOTING INSTRUCTIONS ONLY IF THEY ARE RECEIVED
AT LEAST ONE DAY PRIOR TO THE DATE OF THE MEETING. IF NO INSTRUCTIONS ARE
SPECIFIED, THE INSURANCE COMPANY WILL VOTE THE SHARES IN FAVOR OF THE ELECTION
OF TRUSTEES.
PLEASE MARK, SIGN, DATE AND RETURN
THE VOTING INSTRUCTIONS CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
Please date and sign exactly as name
appears hereon. Executors,
administrators, trustees, etc. should
so indicate when signing.
DATE: __________________________________
________________________________________
(Signature of contract owner/participant)
________________________________________
(Signature of joint owner/participant)
<PAGE>
[REVERSE SIDE]
For election as Trustees, the nominees are:
<TABLE>
<S> <C> <C>
John A. Bacon Jr., William W. Boyd, FOR ALL WITHHOLD ALL
Thomas W. Butch, Lindsay Cook, (except as marked to the contrary)
Douglas A. Hacker, Janet Langford Kelly,
Charles R. Nelson, and Thomas C. Theobald [ ] [ ]
</TABLE>
TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE(S), WRITE NAME(S) ON
THE LINE BELOW:
- --------------------------------------------------------------------------------
