STEINROE VARIABLE INVESTMENT TRUST, 497, 2000-06-05

STEINROE VARIABLE INVESTMENT TRUST
497, 2000-06-05

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STEINROE VARIABLE
INVESTMENT TRUST
PROSPECTUS

JUNE 1, 2000

- Stein Roe Balanced Fund, Variable Series
- Stein Roe Growth Stock Fund, Variable Series
- Stein Roe Mortgage Securities Fund, Variable Series
- Stein Roe Money Market Fund, Variable Series

CLASS A AND B SHARES

Trust shares are available only through variable annuity contracts and variable
life insurance policies of participating insurance companies.

* * * *

This prospectus must be accompanied by a prospectus for your variable annuity
contract or variable life insurance policy. Retain both prospectuses for future
reference.

* * * *

Although trust shares have been registered with the Securities and Exchange
Commission, the Commission has not approved any shares offered in this
prospectus or determined whether this prospectus is accurate or complete. Any
representation to the contrary is a criminal offense.

----------- -------------------
NOT FDIC- MAY LOSE VALUE
INSURED NO BANK GUARANTEE
----------- -------------------

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<TABLE>
<S> <C>
THE TRUST...............................................................................................3

THE FUNDS...............................................................................................3
Each Fund section contains the following information specific to that Fund:
investment goal, primary investment strategy, primary investment risks,
and performance history
Stein Roe Balanced Fund, Variable Series..........................................................4
Stein Roe Growth Stock Fund, Variable Series......................................................7
Stein Roe Mortgage Securities Fund, Variable Series...............................................9
Stein Roe Money Market Fund, Variable Series.....................................................12

OTHER INVESTMENTS AND RISKS............................................................................15

TRUST MANAGEMENT ORGANIZATIONS.........................................................................17
The Trustees.....................................................................................17
The Adviser: Stein Roe & Farnham Incorporated....................................................17
Portfolio Managers...............................................................................17
Rule 12b-1 Plan..................................................................................18
Mixed and Shared Funding.........................................................................18

FINANCIAL HIGHLIGHTS...................................................................................20

SHAREHOLDER INFORMATION................................................................................24
</TABLE>

2
<PAGE>

THE TRUST

SteinRoe Variable Investment Trust (Trust) includes five separate mutual funds
(Funds), each with its own investment goal and strategies. This prospectus
contains information about four of the Funds in the Trust:

- Stein Roe Balanced Fund, Variable Series
- Stein Roe Growth Stock Fund, Variable Series
- Stein Roe Mortgage Securities Fund, Variable Series
- Stein Roe Money Market Fund, Variable Series

Other Funds may be added or deleted from time to time. Each Fund, except for
Stein Roe Money Market Fund, Variable Series, offers two classes of shares -
Class A and Class B shares. Stein Roe Money Market Fund, Variable Series only
offers Class A shares. Each share class has its own expense structure. This
prospectus offers the Class B shares of each Fund except Stein Roe Money Market
Fund, Variable Series and the Class A shares of Stein Roe Money Market Fund,
Variable Series.

The Trust's Funds are investment options under variable annuity contracts (VA
contracts) and variable life insurance policies (VLI policies) issued by life
insurance companies (Participating Insurance Companies). Some (but not all)
Participating Insurance Companies are affiliated with the investment adviser to
the Funds. Participating Insurance Companies invest in the Funds through
separate accounts that they set up for that purpose. Owners of VA contracts and
VLI policies invest in sub-accounts of those separate accounts through
instructions they give to their insurance company.

The prospectuses of the Participating Insurance Companies' separate accounts
describe which Funds are available to the purchasers of their own VA contracts
and VLI policies.

THE FUNDS

DEFINING CAPITALIZATION

A company's market capitalization is simply its stock price multiplied by the
number of shares of stock it has issued and outstanding. In the financial
markets, companies generally are sorted into one of three capitalization-based
categories: large capitalization (large cap); medium capitalization (midcap); or
small capitalization (small cap). In defining a company's market capitalization,
we use capitalization-based categories as they are defined by Lipper, Inc.

According to Lipper, Inc. as of December 1999, large-cap companies had market
capitalizations greater than $9.0 billion, midcap companies had market
capitalizations between $2.2 and $9.0 billion, and small-cap companies had
market capitalizations less than $2.2 billion. These amounts are subject to
change.

3
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INVESTMENT GOAL--STEIN ROE BALANCED FUND, VARIABLE SERIES
--------------------------------------------------------------------------------
Stein Roe Balanced Fund, Variable Series, seeks high total investment return.

PRIMARY INVESTMENT STRATEGY
--------------------------------------------------------------------------------
The Fund allocates its investments among common stocks and securities
convertible into common stocks, bonds and cash. The Fund invests primarily in
well-established companies that have large market capitalizations. The portfolio
manager may invest in a company because it has a history of steady to improving
sales or earnings growth that the portfolio manager believes can be sustained.
He also may invest in a company because he believes its stock is priced
attractively compared to the value of its assets. The Fund may invest up to 25%
of its assets in foreign stocks.

The Fund also invests at least 25% of its assets in bonds. The Fund purchases
bonds that are "investment grade"--that is, within the four highest investment
grades assigned by a nationally recognized statistical rating organization. The
Fund may invest in unrated bonds if the portfolio manager believes that the
securities are investment-grade quality. To select debt securities for the Fund,
the portfolio manager considers a bond's expected income together with its
potential for price gains or losses.

The portfolio manager sets the Fund's asset allocation between stocks, bonds and
cash. The portfolio manager may change the allocation from time to time based
upon economic, market and other factors that affect investment opportunities.

The portfolio manager may sell a portfolio holding if the security reaches the
portfolio manager's price target or if the company has a deterioration of
fundamentals such as failing to meet key operating benchmarks. The portfolio
manager may also sell a portfolio holding to fund redemptions.

PRIMARY INVESTMENT RISKS
--------------------------------------------------------------------------------
There are two basic risks for all mutual funds that invest in stocks and bonds:
management risk and market risk. For bonds, market risk is primarily a factor of
interest rate changes. These risks may cause you to lose money by investing in
the Fund.

Management risk means that Stein Roe's stock selections and other investment
decisions might produce losses or cause the Fund to underperform when compared
to other funds with similar goals. Market risk means that security prices in a
market, sector or industry may move down. Downward movements will reduce the
value of your investment. Because of management and market risk, there is no
guarantee that the Fund will achieve its investment goal or perform favorably
compared with competing funds.

Because the Fund invests in stocks and bonds, the price of the Fund's
shares--its net asset value per share (NAV)--fluctuates daily in response to
changes in the market value of the stocks and bonds.

4
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FOREIGN SECURITIES

Foreign securities are subject to special risks. Foreign stock markets,
especially in countries with developing stock markets, can be extremely
volatile. The liquidity of foreign securities may be more limited than domestic
securities, which means that the Fund may at times be unable to sell them at
desirable prices. Fluctuations in currency exchange rates impact the value of
foreign securities. Brokerage commissions, custodial fees, and other fees are
generally higher for foreign investments. In addition, foreign governments may
impose withholding taxes which would reduce the amount of income available to
distribute to shareholders. Other risks include: possible delays in settlement
of transactions; less publicly available information about companies; the impact
of political, social or diplomatic events; and possible seizure, expropriation
or nationalization of the company or its assets.

DEBT SECURITIES

The Fund's investments in debt securities, generally bonds, expose the Fund to
interest rate risk. Interest rate risk is the risk of a change in the price of a
bond when interest rates increase or decrease. In general, if interest rates
rise, bond prices fall; and if interest rates fall, bond prices rise. Changes in
the values of bonds will not affect the amount of income the Fund receives from
them but will affect the value of the Fund's shares. Interest rate risk is
generally greater for bonds having longer maturities.

PERFORMANCE HISTORY
--------------------------------------------------------------------------------
The bar chart below shows changes in the Fund's performance from year to year by
illustrating the Fund's calendar-year total returns for its Class A shares. The
performance table following the bar chart shows how the Fund's average annual
returns compare with those of a broad measure of market performance for one
year, five years and 10 years. We compare the Fund to the S&P 500 Index and the
Lehman Brothers Government/Corporate Bond Index, which are broad-based measures
of market performance. The chart and table are intended to illustrate some of
the risks of investing in the Fund by showing the changes in the Fund's
performance. All returns include the reinvestment of dividends and
distributions. As with all mutual funds, past performance does not predict the
Fund's future performance. Performance results include any expense reduction
arrangements. If these arrangements were not in place, then the performance
results would have been lower. Any reduction arrangements may be discontinued at
any time. The Fund's performance results do not reflect the cost of insurance
and separate account charges which are imposed under your VA contract or VLI
policy.

5
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CALENDAR-YEAR TOTAL RETURNS(1)

[PERFORMANCE GRAPH]
1990 -0.69%
1991 27.93%
1992 7.53%
1993 9.29%
1994 -3.19%
1995 25.43%
1996 15.63%
1997 16.82%
1998 12.54%
1999 12.53%

Best quarter: 4th quarter 1999, +12.39%
Worst quarter: 3rd quarter 1990, -10.04%

1 YEAR 5 YEARS 10 YEARS
Stein Roe Balanced Fund, Variable 12.53% 16.50% 11.99%
Series(1)
S&P 500 Index* 21.03% 28.54% 18.19%
Lehman Brothers Government/ -2.15% 7.61% 7.65%
Corporate Bond Index*
--------
*The S&P 500 Index and the Lehman Brothers Government/Corporate Bond Index are
unmanaged groups of stocks that differ from the Fund's composition; they are not
available for direct investment.

--------------------------
(1) Because the Class B shares have not completed a full calendar year, the bar
chart and average annual total returns shown is for Class A shares, the oldest
existing fund class.

6
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INVESTMENT GOAL--STEIN ROE GROWTH STOCK FUND, VARIABLE SERIES
--------------------------------------------------------------------------------
Stein Roe Growth Stock Fund, Variable Series, seeks long-term growth of capital.

PRIMARY INVESTMENT STRATEGY
--------------------------------------------------------------------------------
The Fund invests primarily in the common stocks of companies with large market
capitalizations. The Fund emphasizes the technology, financial services, health
care, and global consumer franchise sectors. The Fund may invest up to 25% of
its assets in foreign stocks. To select investments for the Fund, the portfolio
manager considers companies that he believes will generate earnings growth over
the long term regardless of the economic environment.

PRIMARY INVESTMENT RISKS
--------------------------------------------------------------------------------
There are two basic risks for all mutual funds that invest in stocks: management
risk and market risk. These risks may cause you to lose money by investing in
the Fund.

Because the Fund invests in stocks, the price of its shares--its net asset value
per share (NAV)--fluctuates daily in response to changes in the market value of
the stocks.

The Portfolio's emphasis on certain market sectors may increase volatility in
the Fund's NAV. If sectors that the Portfolio invests in do not perform well,
the Fund's NAV could decrease.

FOREIGN SECURITIES

7
<PAGE>

PERFORMANCE HISTORY
--------------------------------------------------------------------------------
The bar chart below shows changes in the Fund's performance from year to year by
illustrating the Fund's calendar-year total returns for its Class A shares. The
performance table following the bar chart shows how the Fund's average annual
returns compare with those of a broad measure of market performance for one
year, five years and 10 years. We compare the Fund to the S&P 500 Index, a
broad-based measure of market performance. The chart and table are intended to
illustrate some of the risks of investing in the Fund by showing the changes in
the Fund's performance. All returns include the reinvestment of dividends and
distributions. As with all mutual funds, past performance does not predict the
Fund's future performance. Performance results include any expense reduction
arrangements. If these arrangements were not in place, then the performance
results would have been lower. Any reduction arrangements may be discontinued at
any time. The Fund's performance results do not reflect the cost of insurance
and separate account charges which are imposed under your VA contract or VLI
policy.

CALENDAR-YEAR TOTAL RETURNS(2)

[PERFORMANCE GRAPH]
1990 -1.65%
1991 48.03%
1992 6.63%
1993 4.97%
1994 -0.35%
1995 37.73%
1996 21.28%
1997 32.28%
1998 27.91%
1999 36.94%

Best quarter: 4th quarter 1998, +26.43%
Worst quarter: 3rd quarter 1990, -17.42%

1 YEAR 5 YEARS 10 YEARS
Stein Roe Growth Stock Fund, Variable 36.94% 31.08% 19.43%
Series(2)
S&P 500 Index* 21.03% 28.54% 18.19%
--------
*The S&P 500 Index is an unmanaged group of stocks that differs from the Fund's
composition; it is not available for direct investment.

------------------------
(2) Because the Class B shares have not completed a full calendar year, the bar
chart and average annual total returns shown is for Class A shares, the oldest
existing fund class.

8
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INVESTMENT GOAL--STEIN ROE MORTGAGE SECURITIES FUND, VARIABLE SERIES
--------------------------------------------------------------------------------
Stein Roe Mortgage Securities Fund, Variable Series, seeks the highest possible
level of current income, consistent with safety of principal and maintenance of
liquidity.

PRIMARY INVESTMENT STRATEGY
--------------------------------------------------------------------------------
Under normal market conditions, the Stein Roe Mortgage Securities Fund, Variable
Series invests at least 65% of its total assets in the following types of
securities:

- Mortgage securities and mortgage-related (home equity, home
improvement and manufactured housing) asset-backed securities;
- U.S. government securities, including U.S. treasuries and securities of
various U.S. government agencies;
- Agency pass-throughs;
- Agency and whole-loan collateralized mortgage obligations (CMOs); and
- Commercial mortgage-backed securities.

The Fund has wide flexibility to vary its allocation among different types of
mortgage securities, U.S. government securities and the securities of
non-governmental issuers based on the portfolio managers' judgment of which
types of securities will outperform the others. In selecting investments for the
Fund, Stein Roe considers a security's expected income together with its
potential to rise or fall in price.

To select investments for the Fund, the portfolio managers looks for securities
within these sectors that balance the potential for the highest yield and
relative value with the prospects for incremental capital appreciation. The
portfolio managers usually focus on securities rated AA or higher. However, the
Fund may invest in securities rated investment grade (BBB) or higher. The Fund
also may invest in unrated securities if Stein Roe believes the security is
comparable in quality to a security that is rated at least investment grade.

TYPES OF MORTGAGE SECURITIES

Mortgage securities represent ownership interests in large, diversified pools of
individual home mortgage loans. Sponsors pool together mortgages of similar
rates and terms and offer them as a security to investors. The monthly payments
of principal and interest made by homeowners are in turn passed through to the
mortgage investor.

The Fund invests in three major sectors of the mortgage securities universe.
Most mortgage securities are pooled together and structured as pass-throughs.
Monthly payments of principal and interest from the underlying mortgage loans
backing the pool are collected by a service and "passed through" regularly to
the investor. Pass-throughs can have a fixed or an adjustable rate. The majority
of pass-through securities are issued by three agencies: Ginnie Mae, Fannie Mae,
and Freddie Mac.

Collateralized mortgage obligations (CMOs) are backed by either agency or whole
loan pass-throughs, which carry either fixed or adjustable rate interest rates.
Tailored to meet investor demand, CMOs redirect principal and interest flows,
thereby shifting prepayment risk to investors that are most suited to bear such
risk. Typically, principal prepayments are paid sequentially to separate
"tranches," which create mortgage securities of short-, medium- and

9
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long-term maturities. The Fund may buy CMOs of any maturity tranch, depending
upon the portfolio manager's judgment regarding which tranch at the time offers
the best relative value.

Asset-backed securities are securities backed by various types of loans such as
credit card, auto and home-equity loans. The Fund generally invests in
"mortgage-related" asset-backed securities, which are backed by residential
first and second lien home equity, home improvement and manufactured housing
loans.

Commercial mortgage-backed securities are secured by loans to office buildings,
multi-family apartment buildings and shopping centers. These loans usually
contain prepayment penalties which provide protection from refinancing in a
declining interest rate environment.

PRIMARY INVESTMENT RISKS
--------------------------------------------------------------------------------
The primary risks of investing in the Fund are described below. There are many
circumstances (that are not described here) which could cause you to lose money
by investing in the Fund or prevent the Fund from achieving its goals.

Interest rate risk is the risk of a decline in the price of a mortgage security
when interest rates rise. In general, if interest rates rise, mortgage security
prices fall; and if interest rates fall, mortgage security prices rise. Interest
rate risk is generally greater for securities with longer maturities. Changes in
the values of securities will not affect the amount of income the Fund receives
but will affect the value of the Fund's shares.

Prepayment risk is the possibility that, as interest rates fall, homeowners are
more likely to refinance their home mortgages. When mortgages are refinanced,
the principal on mortgage-backed securities is paid earlier than expected. In an
environment of declining interest rates, early return of principal from
prepayments must be reinvested at lower interest rates, reducing the expected
total rate of return for mortgage securities. During periods of rising interest
rates, mortgage securities have a high risk of declining in price. This is
because higher rates lead to slower prepayments, effectively extending the
expected maturity of the bond at a time when interest rates are rising.
Prepayment risk applies to generally all mortgage securities, regardless of
whether they represent interests in pools of fixed or adjustable interest rate
loans. The potential impact of prepayment on the price of a mortgage-backed
security may be difficult to predict and result in greater volatility than other
types of fixed income securities.

Because the Fund may invest in securities issued by private entities, it can at
times be exposed to default risk. To protect against these risks, the securities
generally have some type of credit enhancement, usually a senior/subordinated
structure. The portfolio manager attempts to assure that the amount of credit
enhancement in each holding subject to default is commensurate with the credit
rating assigned from the rating agencies. There can be no assurance that the
amount of credit support will be sufficient to fully cover losses stemming from
defaults of the underlying loans.

Management risk, which exists in varying amounts in all mutual funds, refers to
the possibility that the portfolio manager may fail to anticipate these
movements or risks, or effectively execute the Fund's strategy.

10
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PERFORMANCE HISTORY
--------------------------------------------------------------------------------
The bar chart below shows changes in the Fund's performance from year to year by
illustrating the Fund's calendar-year total returns for its Class A shares. The
performance table following the bar chart shows how the Fund's average annual
returns compare with those of a broad measure of market performance for one
year, five years and 10 years. We compare the Fund to the Lehman Mortgage-Backed
Securities Index, a broad-based measure of market performance. The chart and
table are intended to illustrate some of the risks of investing in the Fund by
showing the changes in the Fund's performance. All returns include the
reinvestment of dividends and distributions. As with all mutual funds, past
performance does not predict the Fund's future performance. Performance results
include any expense reduction arrangements. If these arrangements were not in
place, then the performance results would have been lower. Any reduction
arrangements may be discontinued at any time. The Fund's performance results do
not reflect the cost of insurance and separate account charges which are imposed
under your VA contract or VLI policy.

CALENDAR-YEAR TOTAL RETURNS(3)
[PERFORMANCE GRAPH]
1990 9.10%
1991 14.48%
1992 5.96%
1993 6.26%
1994 -1.47%
1995 15.74%
1996 4.70%
1997 9.04%
1998 6.80%
1999 1.08%

Best quarter: 3rd quarter 1991, +5.13%
Worst quarter: 1st quarter 1994, -1.77%

1 YEAR 5 YEARS 10 YEARS
Stein Roe Mortgage Securities Fund, Variable 1.08% 7.34% 7.04%
Series(3)
Lehman Mortgage-Backed Securities Index* 1.86% 7.98% 7.78%
--------
*The Lehman Mortgage-Backed Securities Index is an unmanaged group of securities
that differs from the Fund's composition; it is not available for direct
investment.

-----------------------
(3) Because the Class B shares have not completed a full calendar year, the bar
chart and average annual total returns shown is for Class A shares, the oldest
existing fund class.

11
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INVESTMENT GOAL--STEIN ROE MONEY MARKET FUND, VARIABLE SERIES
--------------------------------------------------------------------------------
Stein Roe Money Market Fund, Variable Series, seeks high current income,
consistent with capital preservation and the maintenance of liquidity.

PRIMARY INVESTMENT STRATEGY
--------------------------------------------------------------------------------
The Fund invests in a diversified portfolio of high-quality money market
securities. Money market funds are subject to strict rules that require them to
buy individual securities that have remaining maturities of 13 months or less,
maintain an average dollar-weighted portfolio maturity of 90 days or less, and
buy only high-quality U.S. dollar-denominated obligations. The Fund invests in
the following types of money market securities:

o Securities issued or guaranteed by the U.S. government or by its agencies.
o Securities issued or guaranteed by the government of any foreign country
that have a long-term rating at time of purchase of A or better (or
equivalent rating) by at least one nationally recognized bond rating
agency.
o Certificates of deposit, bankers' acceptances, time deposits and other
short-term securities issued by domestic or foreign banks or their
subsidiaries or branches.
o Commercial paper of domestic or foreign issuers, including variable rate
demand notes.
o Short-term debt securities having a long-term rating at time of purchase of
A or better (or equivalent rating) by at least one nationally recognized
bond rating agency.
o Repurchase agreements.
o Other high-quality short-term obligations.

The Portfolio invests more than 25% of its total assets in securities of issuers
in the financial services industry, including banks and financial companies such
as mortgage companies, investment banks, brokerage companies, special purpose
entities, and personal and business credit institutions

The Fund seeks to preserve the value of your investment at $1 per share.

The portfolio manager generally makes decisions on buying and selling portfolio
investments based upon her judgment that the decision will improve the Fund's
investment return and further its investment goal. The portfolio manager may
also be required to sell portfolio investments to fund redemptions.

PRIMARY INVESTMENT RISKS
--------------------------------------------------------------------------------
The primary risks of investing in the Fund are described below. These risks
could cause you to lose money by investing in the Fund.

An investment in the Fund is not insured or guaranteed by the Federal Deposit
Insurance Corporation or any other government agency. Although the Fund seeks to
preserve the value of your investment at $1 per share, it is possible to lose
money by investing in the Fund. Additionally, the Fund's yield will vary as the
short-term securities in its portfolio mature and the proceeds are reinvested in
securities with different interest rates.

12
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Market risk is the risk that the price of a security held by the Fund will fall
due to changing market, economic, or political conditions, or due to the
financial condition of the company which has issued the security. Market risk
includes interest rate risk. Interest rate risk is the risk of change in the
price of a security when interest rates increase or decrease. In general, if
interest rates rise, securities prices fall; and if interest rates fall,
securities prices rise. Changes in the values of securities usually will not
affect the amount of income the Fund receives from them but will affect the
value of the Fund's shares.

Because the Portfolio may invest in debt securities issued by private entities,
including corporate bonds, the Fund is subject to issuer risk. Issuer risk is
the possibility that changes in the financial condition of the issuer of a
security, changes in general economic conditions, or changes in economic
conditions that affect the issuer may impact the issuer's ability to make timely
payment of interest or principal. This could result in decreases in the price of
the security.

Foreign securities are subject to special risks. The liquidity of foreign
securities may be more limited than domestic securities, which means that the
Portfolio may at times be unable to sell them at desirable prices. Brokerage
commissions, custodial fees, and other fees are generally higher for foreign
investments. In addition, foreign governments may impose withholding taxes which
would reduce the amount of income available to distribute to shareholders. Other
risks include: possible delays in settlement of transactions; less publicly
available information about companies; the impact of political, social or
diplomatic events; and possible seizure, expropriation or nationalization of an
issuer or its assets.

Because of the policy of investing more than 25% of assets in securities of
issuers in the financial services industry, the Fund may be affected more
adversely than competing funds by changes affecting that industry.

Financial Services Industry Concentration. The financial services industries are
subject to extensive government regulation which can limit both the amounts and
types of loans and other financial commitments they can make, and the interest
rates and fees they can charge. Profitability is largely dependent on the
availability and cost of capital funds, and can fluctuate significantly when
interest rates change. Credit losses resulting from financial difficulties of
borrowers can negatively affect the financial services industries. Insurance
companies can be subject to severe price competition. The financial services
industries are currently undergoing relatively rapid change as existing
distinctions between financial service segments become less clear. For instance,
recent business combinations have included insurance, finance, and securities
brokerage under single ownership. Some primarily retail corporations have
expanded into securities and insurance industries. Moreover, the federal laws
generally separating commercial and investment banking are currently being
studied by Congress.

13
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PERFORMANCE HISTORY
--------------------------------------------------------------------------------
The bar chart below shows changes in the Fund's performance from year to year by
illustrating the Fund's calendar-year total returns for its Class A shares. The
chart is intended to illustrate some of the risks of investing in the Fund by
showing the changes in the Fund's performance. All returns include the
reinvestment of dividends and distributions. As with all mutual funds, past
performance does not predict the Fund's future performance. Performance results
include any expense reduction arrangements. If these arrangements were not in
place, then the performance results would have been lower. Any reduction
arrangements may be discontinued at any time. The Fund's performance results do
not reflect the cost of insurance and separate account charges which are imposed
under your VA contract or VLI policy.

CALENDAR-YEAR TOTAL RETURNS

[PERFORMANCE GRAPH]
1990 7.95%
1991 5.99%
1992 3.64%
1993 2.78%
1994 3.67%
1995 5.62%
1996 5.01%
1997 5.18%
1998 5.17%
1999 4.79%

Best quarter: 1st quarter 1990, +2.04%
Worst quarter: 3rd quarter 1993, +0.67%

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OTHER INVESTMENTS AND RISKS

The first portion of this prospectus describes each Fund's principal investment
strategy and principal investment risks. In seeking to meet its investment
goals, a Fund also may invest in other securities and use other investment
techniques. A Fund may elect not to buy any of these other securities or use any
of these other investment techniques. A Fund may not always achieve its
investment goal.

This section describes other securities and techniques, and risks associated
with them. The Statement of Additional Information (SAI) contains additional
information about a Fund's securities and investment techniques (including other
securities and techniques) and the risks associated with them. Such risks could
cause you to lose money by investing in a Fund or could cause a Fund's total
return to decrease. The SAI also contains a Fund's fundamental and
non-fundamental investment policies.

The Board of Trustees can change a Fund's investment objective without
shareholder approval.

FUTURES AND OPTIONS

Balanced Fund uses futures to gain exposure to groups of stocks or individual
issuers. The Fund uses futures to invest cash pending direct investments in
stocks and to enhance their return. It also uses futures and options on futures
to decrease equity exposure or to adjust interest rate duration of the Fund's
fixed-income security holdings. The Fund uses options on securities to earn
additional income or to hedge against price erosion in the underlying security
for the intermediate term. A future is an agreement to buy or sell a specific
amount of a financial instrument or physical commodity for an agreed-upon price
at a certain time in the future. Futures and options are efficient since they
typically cost less than direct investments in the underlying securities.
However, the Fund can lose money if the portfolio manager does not correctly
anticipate the market movements of those underlying securities.

SHORT SALES

Balanced Fund and Small Company Growth Fund may make short sales of securities.
Short selling involves the sale of borrowed securities. When the Fund thinks the
price of a stock will decline, it borrows the stock and then sells the borrowed
stock. When the Fund has to return the borrowed stock, it tries to buy the stock
at a lower price. If the Fund is successful, it has a capital gain. If the Fund
is unsuccessful and buys the stock at a higher price than the price at which it
sold the stock, the Fund has a capital loss. The Fund's capital gains and losses
may result in federal income tax consequences to the Fund's shareholders. Short
selling involves certain risks. The Fund could have a loss if the borrowed
security increases in value and if the purchased security declines in value.

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PORTFOLIO TURNOVER

The Funds do not have limits on portfolio turnover. Turnover may vary
significantly from year to year. Stein Roe does not expect it to exceed 100%
(150% in the case of Small Company Growth Fund) under normal conditions. The
Funds generally intend to purchase securities for long-term investment although,
to a limited extent, they may purchase securities (including securities
purchased in initial public offerings) in anticipation of relatively short-term
price gains. Portfolio turnover increases transaction expenses, which reduce a
Fund's return.

TEMPORARY DEFENSIVE POSITIONS

When Stein Roe believes that a temporary defensive position is necessary, a Fund
may invest, without limit, in high-quality debt securities or hold assets in
cash and cash equivalents. Stein Roe is not required to take a temporary
defensive position, and market conditions may prevent such an action. A Fund may
not achieve its investment objective if it takes a defensive position.

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<PAGE>

TRUST MANAGEMENT ORGANIZATIONS

THE TRUSTEES

The business of the Trust and the Funds is supervised by the Trust's Board of
Trustees. The SAI contains names of and biographical information on the
Trustees.

THE ADVISER: STEIN ROE & FARNHAM INCORPORATED

Stein Roe & Farnham Incorporated, One South Wacker Drive, Chicago, IL 60606,
manages the day-to-day operations of the Funds. Stein Roe has advised and
managed mutual funds since 1949. As of December 31, 1999, Stein Roe managed more
than $30.1 billion in assets. For the 1999 fiscal year, the Trust paid Stein Roe
management and administrative fees at the following annual rates of the average
daily net assets of the specified Fund:

Stein Roe Balanced Fund, Variable Series 0.60%
Stein Roe Growth Stock Fund, Variable Series 0.65%
Stein Roe Mortgage Securities Fund, Variable Series 0.55%
Stein Roe Money Market Fund, Variable Series 0.50%

Stein Roe's mutual funds and institutional investment advisory businesses are
part of a larger business unit known as Liberty Funds Group (LFG) that includes
several separate legal entities. LFG includes certain affiliates of Stein Roe,
including Colonial Management Associates, Inc. (Colonial). The LFG business unit
is managed by a single management team. Colonial and other LFG entities also
share personnel, facilities, and systems with Stein Roe that may be used in
providing administrative or operational services to the Funds. Colonial is a
registered investment adviser. Stein Roe also has a wealth management business
that is not part of LFG and is managed by a different team. Stein Roe and the
other entities that make up LFG are subsidiaries of Liberty Financial Companies,
Inc.

Stein Roe may use the services of AlphaTrade Inc., an affiliated broker-dealer,
when buying or selling equity securities for a Fund's portfolio, pursuant to
procedures adopted by the Board of Trustees.

PORTFOLIO MANAGERS

STEIN ROE BALANCED FUND, VARIABLE SERIES. Harvey B. Hirschhorn has been
portfolio manager of Balanced Fund since 1996. He joined Stein Roe in 1973 and
is executive vice president and chief economist and investment strategist.

STEIN ROE GROWTH STOCK FUND, VARIABLE SERIES. Erik P. Gustafson is portfolio
manager of Growth Stock Fund and has managed Stein Roe Growth Stock Fund and
Stein Roe Young Investor Fund since 1994. Mr. Gustafson joined Stein Roe in 1992
as a portfolio manager for privately managed accounts and is a senior vice
president.

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<PAGE>

STEIN ROE MORTGAGE SECURITIES FUND, VARIABLE SERIES. Leslie W. Finnemore, a
senior vice president of Stein Roe, is a co-manager of the Stein Roe Mortgage
Securities Fund, Variable Series as of June, 2000. Ms. Finnemore has served as
manager or co-manager of various other taxable income funds for Stein Roe and
its affiliate, Colonial, since 1987.

Michael Bissonnette, a senior vice president of Stein Roe, is a co-manager of
the Stein Roe Mortgage Securities Fund, Variable Series as of June, 2000. Mr.
Bisonnette also serves as a manager or co-manager of various other taxable
income funds for Stein Roe and its affiliate, Colonial, since June, 1999. Mr.
Bissonnette was a portfolio manager at APAM, Inc. from June, 1998 to June, 1999
and a portfolio manager at Caxton Corporation from July, 1996 to June, 1998.
From June, 1993 to June, 1996, Mr. Bissonnette served as a portfolio manager of
fixed-income funds and a vice president of Colonial.

STEIN ROE MONEY MARKET FUND, VARIABLE SERIES. Jane M. Naeseth has been portfolio
manager of Money Market Fund since its inception. She has managed Stein Roe Cash
Reserves Fund since 1980. Ms. Naeseth is a senior vice president of Stein Roe,
which she joined in 1977.

RULE 12b-1 PLAN

The Trust has adopted a plan for and on behalf of the Funds' Class B shares in
accordance with Rule 12b-1 (Plan) under the Investment Company Act of 1940. The
Plan allows the Funds to pay fees for the sale and distribution of their Class B
shares. Under the Plan, each Fund pays the distributor a distribution fee of
0.25% of the average daily net assets attributable to the Funds' Class B shares.
Because these fees are an ongoing expense, over time they increase the cost of
an investment and the shares may cost more than shares that are not subject to a
distribution fee.

MIXED AND SHARED FUNDING

As described above, the Trust serves as a funding medium for VA
contracts and VLI policies of Participating Insurance Companies, so-called mixed
and shared funding. As of the date of this Prospectus, the Participating
Insurance Companies are Keyport Life Insurance Company (Keyport), Independence
Life & Annuity Company (a wholly owned subsidiary of Keyport) (Independence),
American Benefit Life Insurance Company (also a wholly owned subsidiary of
Keyport) (American Benefit), Liberty Life Assurance Company of Boston (an
affiliate of Liberty Mutual Insurance Company) (Liberty Life), and, with respect
to Small Company Growth Fund, Transamerica Occidental Life Insurance Company,
First Transamerica Life Insurance Company, Great-West Life & Annuity Insurance
Company and Providian Life and Health Insurance Company. Keyport is an indirect
wholly owned subsidiary of Liberty Financial Companies, Inc. (LFC). As of March
31, 2000, approximately 71.30% of the combined voting power of LFC's outstanding
voting stock was held by Liberty Mutual Insurance Company (Liberty Mutual). One
or more of the Funds may from time to time become funding vehicles for VA
contracts or VLI policies of other Participating Insurance Companies, including
other entities not affiliated with Keyport, LFC or Liberty Mutual.

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<PAGE>

The interests of owners of VA contracts and VLI policies could diverge
based on differences in state regulatory requirements, changes in the tax laws
or other unanticipated developments. The Trust does not foresee any such
differences or disadvantages at this time. However, the Trustees will monitor
for such developments to identify any material irreconcilable conflicts and to
determine what action, if any, should be taken in response to such conflicts. If
such a conflict were to occur, one or more separate accounts might be required
to withdraw its investments in one or more Funds or shares of another Fund may
be substituted. This might force a Fund to sell securities at disadvantageous
prices.

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<PAGE>

FINANCIAL HIGHLIGHTS

The financial highlights tables that follow are intended to help you understand
the Funds' financial information for the last five fiscal years. Because the
Class B shares commenced investment operations on June 1, 2000, the Financial
Highlights shown for the Funds' offering Class B shares are for the Funds' Class
A shares, the oldest existing Fund class. The total returns in the table
represent the return that investors earned assuming that they reinvested all
dividends and distributions. Certain information in the tables reflects the
financial results for a single Fund share. This information is included in the
Funds' financial statements, which, for the year ended December 31, 1999, have
been audited by PricewaterhouseCoopers LLP, independent accountants, whose
reports, along with the financial statements, are included in the Funds' annual
report, which is available upon request. KPMG LLP audited the financial
statements for the years 1995 through 1998. The Funds' total returns presented
below do not reflect the cost of insurance and other company separate account
charges which vary with the VA contracts or VLI policies.

STEIN ROE BALANCED FUND, VARIABLE SERIES

Total from investment operations.................. 2.02 1.96 2.49 2.20 3.09
-------- -------- -------- -------- --------
Less distributions:
From net investment income..................... (0.47) (0.51) (0.56) -- (0.48)
From net realized gains ....................... (0.89) (1.12) (1.40) -- (0.71)
--------- --------- --------- -------- --------
Total distributions............................... (1.36) (1.63) (1.96) -- (1.19)
--------- --------- --------- -------- --------
Net asset value, end of year...................... $ 17.80 $ 17.14 $ 16.81 $ 16.28 $ 14.08
======== ======== ======== ======== ========
TOTAL RETURN:
Total investment return (b)....................... 12.53% 12.54% 16.82% 15.63% 25.43%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of year (000s).................... $425,005 $361,823 $325,033 $299,184 $277,014
Ratio of expenses to average net assets (c)....... 0.63%(d) 0.65% 0.66% 0.67% 0.66%
Ratio of net investment income to average net
assets(c) ..................................... 2.60%(d) 3.00% 3.18% 3.68% 3.12%
Portfolio turnover ratio ......................... 43% 61% 44% 76% 66%
</TABLE>

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<PAGE>

STEIN ROE GROWTH STOCK FUND, VARIABLE SERIES

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-------------------------------------------------------------
1999 1998 1997 1996 1995
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of year................. $ 43.53 $ 36.13 $ 28.61 $ 23.59 $ 18.11
-------- -------- -------- -------- --------
Net investment income (loss) (a)................... (0.03) 0.08 0.10 0.13 0.15
Net realized and unrealized gains on investments... 15.79 9.54 8.84 4.89 6.68
-------- -------- -------- -------- --------
Total from investment operations................... 15.76 9.62 8.94 5.02 6.83
-------- -------- -------- -------- --------
Less distributions:
From net investment income...................... (0.08) (0.10) (0.12) -- (0.15)
From net realized gains ........................ (1.28) (2.12) (1.30) -- (1.20)
-------- -------- -------- -------- --------
Total distributions................................ (1.36) (2.22) (1.42) -- (1.35)
-------- -------- -------- -------- --------
Net asset value, end of year....................... $ 57.93 $ 43.53 $ 36.13 $ 28.61 $ 23.59
======== ======== ======== ======== ========
TOTAL RETURN:
Total investment return (b)........................ 36.94% 27.91% 32.28% 21.28% 37.73%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of year (000s)..................... $403,836 $271,584 $213,399 $161,879 $136,834
Ratio of expenses to average net assets (c)........ 0.67% 0.70% 0.71% 0.73% 0.74%
Ratio of net investment income (loss) to average
net assets(c)................................... (0.05%) 0.21% 0.32% 0.49% 0.72%
Portfolio turnover ratio .......................... 70% 40% 28% 35% 41%
</TABLE>

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<PAGE>

STEIN ROE MORTGAGE SECURITIES FUND, VARIABLE SERIES

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-----------------------------------------------------------------
1999 1998 1997 1996 1995
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of year............ $ 10.79 $ 10.73 $ 9.84 $ 10.16 $ 9.28
-------- -------- -------- -------- --------
Net investment income (a)..................... 0.66 0.55 0.68 0.78 0.57
Net realized and unrealized gains (losses)
on investments............................. (0.55) 0.14 0.21 (0.30) 0.89
-------- -------- -------- -------- --------
Total from investment operations.............. 0.11 0.69 0.89 0.48 1.46
-------- -------- -------- -------- --------
Less distributions:
Dividends from net investment income....... (0.55) (0.63) -- (0.80) (0.58)
-------- -------- -------- -------- --------
Net asset value, end of year.................. $ 10.35 $ 10.79 $ 10.73 $ 9.84 $ 10.16
======== ======== ======== ======== ========
TOTAL RETURN:
Total investment return (b)................... 1.08% 6.80% 9.04% 4.70% 15.74%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of year (000s)................ $105,898 $96,693 $ 77,173 $ 76,009 $101,778
Ratio of expenses to average net assets (c)... 0.64%(d) 0.70% 0.70% 0.70%(e) 0.69%
Ratio of net investment income to average
net assets (c)............................. 6.29%(d) 5.91% 6.59% 6.71%(f) 6.76%
Portfolio turnover ratio (g).................. 28% 8% 29% 72% 112%
</TABLE>

(a) Per share data was calculated using average shares outstanding during the
period.
(b) Total return at net asset value assuming all distributions reinvested.
(c) The benefits derived from custody credits and directed brokerage
arrangements had no impact.
(d) During the year ended December 31, 1999, the Fund experienced a one-time
reduction in its expenses of three basis points as a result of expenses
accrued in a prior period. The Fund's ratios disclosed above reflect the
actual rate at which expenses were incurred throughout the current fiscal
year without reduction.
(e) If the Fund had paid all of its expenses and there had been no
reimbursement from Stein Roe, this ratio would have been 0.72% for the year
ended December 31, 1996.
(f) Computed giving effect to Stein Roe's expense limitation undertaking.
(g) Portfolio turnover includes dollar roll transactions.

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<PAGE>

STEIN ROE MONEY MARKET FUND, VARIABLE SERIES

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-------------------------------------------------------------
1999 1998 1997 1996 1995
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of year..................... $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
-------- -------- -------- -------- --------
Net investment income (a).............................. 0.047 0.050 0.050 0.049 0.055
-------- -------- -------- -------- --------
Net realized and unrealized gains on investments....... -- -- -- -- --
-------- -------- -------- -------- --------
Total from investment operations 0.047 0.050 0.050 0.049 0.055
-------- -------- -------- -------- --------
Less distributions:....................................
From net investment income.......................... (0.047) (0.050) (0.050) (0.049) (0.055)
-------- -------- -------- -------- --------
Net asset value, end of year........................... $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
======== ======== ======== ======== ========
TOTAL RETURN:
Total investment return (b)............................ 4.79% 5.17% 5.18% 5.01% 5.62%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of year (000s)......................... $170,539 $101,340 $67,137 $65,461 $64,992
Ratio of expenses to average net assets (c)............ 0.52%(d) 0.62% 0.65% 0.65% 0.63%
Ratio of net investment income to average net assets
(c)................................................. 4.75%(d) 4.99% 5.05% 4.90% 5.48%
</TABLE>

23
<PAGE>

SHAREHOLDER INFORMATION

PURCHASES AND REDEMPTIONS

The Participating Insurance Companies place daily orders to purchase and redeem
shares of the Funds. These orders generally reflect the net effect of
instructions they receive from holders of their VA contracts and VLI policies
and certain other terms of those contracts and policies. The Trust issues and
redeems shares at NAV without imposing any selling commission, sales load or
redemption charge. Shares generally are sold and redeemed at their NAV next
determined after receipt of purchase or redemption requests from Participating
Insurance Companies. The right of redemption may be suspended or payment
postponed whenever permitted by applicable law and regulations.

HOW A FUND'S SHARE PRICE IS DETERMINED

Each Fund's share price is its NAV next determined. Each Fund determines the NAV
for each share class by dividing each class's total net assets by the number of
that class's total net assets by the number of that class's shares outstanding.
We determine NAV at the close of regular trading on the New York Stock Exchange
(NYSE)--normally 4 p.m. New York time.

Money Market Fund. The valuation of the Money Market Fund's securities is based
on their amortized cost, which does not take into account unrealized gains or
losses, in an attempt to maintain its NAV at $1 per share. The extent of any
deviation between the Fund's NAV based upon market quotations or equivalents and
$1 per share based on amortized cost will be examined by the Board. If such
deviation were to exceed 1/2 of 1%, the Board would consider what action, if
any, should be taken, including selling portfolio securities, increasing,
reducing, or suspending distributions or redeeming shares in kind. Assets and
securities of the Fund for which this valuation method does not produce a fair
value are valued at a fair value determined in good faith by the Board.

Other Funds. To calculate the NAV on a given day, we value each stock listed or
traded on a stock exchange at its latest sale price on that day. If there are no
sales that day, we value the security at the most recently quoted bid price. We
value each over-the-counter security or National Association of Securities
Dealers Automated Quotation (Nasdaq) security as of the last sale price for that
day. We value all other over-the-counter securities that have reliable quotes at
the latest quoted bid price.

We value long-term debt obligations and securities convertible into common stock
at fair value. Pricing services provide the Funds with the value of the
securities. When the price of a security is not available, including days when
we determine that the sale or bid price of the security does not reflect that
security's market value, we value the security at a fair value determined in
good faith under procedures established by the Board of Trustees.

We value a security at fair value when events have occurred after the last
available market price and before the close of the NYSE that materially affect
the security's price. In the case of foreign securities, this could include
events occurring after the close of the foreign market and before the close of
the NYSE. A Fund's foreign securities may trade on days when the NYSE is closed.
We will not price shares on days that the NYSE is closed for trading and
Participating Insurance Companies may not purchase or redeem shares.

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<PAGE>

DIVIDENDS AND DISTRIBUTIONS

Each Fund intends to declare and distribute, as dividends or capital gains
distributions, at least annually, substantially all of its net investment income
and net profits realized from the sale of portfolio securities, if any, to its
shareholders (Participating Insurance Companies' separate accounts). The net
investment income of each Fund consists of all dividends or interest received by
such Fund, less expenses (including the investment advisory and administrative
fees). Income dividends will be declared and distributed annually in the case of
each Fund other than Money Market Fund. With respect to Money Market Fund, the
dividends are declared daily and are reinvested monthly in shares of Money
Market Fund at the NAV per share of $1. All net short-term and long-term capital
gains of each Fund, net of carry-forward losses, if any, realized during the
fiscal year, are declared and distributed periodically, no less frequently than
annually. All dividends and distributions are reinvested in additional shares of
the Fund at NAV, as of the record date for the distributions.

TAXES

For information regarding applicable taxes, please see the prospectus relating
to your Participating Insurance Company's separate account.

OTHER CLASS OF SHARES

The Stein Roe Balanced Fund, Variable Series, Stein Roe Growth Stock Fund,
Variable Series and the Stein Roe Mortgage Securities Fund, Variable Series also
offer an additional class of shares, Class A shares, which are not available in
this prospectus. Your particular VA contract or VLI policy may not offer these
shares.

25
<PAGE>

FOR MORE INFORMATION
--------------------------------------------------------------------------------

Adviser: Stein Roe & Farnham Incorporated

You can get more information about the Funds' investments in the Funds'
semiannual and annual reports to shareholders. The annual report contains a
discussion of the market conditions and investment strategies that significantly
affected the Funds' performance over the last fiscal year.

You may wish to read the Funds' Statement of Additional Information (SAI) for
more information on a Fund and the securities in which it invests. The SAI is
incorporated into this prospectus by reference, which means that it is
considered to be part of this prospectus.

You can get free copies of the annual report and the SAI, request other
information and discuss your questions about the Funds by writing:

Liberty Funds Distributor, Inc.
One Financial Center
Boston, MA 02111
(800) 426-3750

or by calling or writing the Participating Insurance Company which issued your
variable annuity contract or variable life insurance policy.

Information about the Funds (including the SAI) can be reviewed and copied at
the Public Reference Room of the Securities and Exchange Commission (SEC) in
Washington, D.C. Information on the Public Reference Room may be obtained by
calling the SEC at 202-942-8090. Reports and other information about the Funds
are available on the EDGAR database on the SEC's Internet site at
http://www.sec.gov. Copies of this information may be obtained, after paying a
duplicating fee, by electronic request at the following E-mail address:
[email protected] or by writing the SEC's Public Reference Section, Washington,
D.C. 20549-0102.

Investment Company Act file number: 811-05199