KEYPORT VARIABLE INVESTMENT TRUST, 497, 1997-11-20

KEYPORT VARIABLE INVESTMENT TRUST
497, 1997-11-20

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LIBERTY VARIABLE INVESTMENT TRUST
Federal Reserve Plaza
600 Atlantic Avenue
Boston, Massachusetts 02210

- --------------------------------------------------------------------------------

Liberty Variable Investment Trust (formerly named "Keyport Variable Investment
Trust") ("Trust") is an open-end management investment company that currently
includes seven separate Funds, each with its own investment objective and
policies. The seven Funds and their investment objectives are:

[bullet] Colonial Growth and Income Fund, Variable Series seeks primarily
income and long-term capital growth and, secondarily, preservation of
capital.

[bullet] Stein Roe Global Utilities Fund, Variable Series seeks current income
and long-term growth of capital and income.

[bullet] Colonial International Fund For Growth, Variable Series seeks
long-term capital growth, by investing primarily in non-U.S. equity
securities. The Fund is non-diversified and may invest more than 5% of
its total assets in the securities of a single issuer, thereby
increasing the risk of loss compared to a diversified fund.

[bullet] Colonial U.S. Stock Fund, Variable Series seeks long-term capital
growth by investing primarily in large capitalization equity
securities.

[bullet] Colonial Strategic Income Fund, Variable Series seeks a high level of
current income, as is consistent with prudent risk and maximizing
total return, by diversifying investments primarily in U.S. and
foreign government and high yield, high risk corporate debt
securities. The Fund may invest a substantial portion of its assets in
high yield, high risk bonds (commonly referred to as "junk bonds") and
therefore may not be suitable for all investors. Purchasers should
carefully assess the risks associated with an investment in the Fund.

[bullet] Newport Tiger Fund, Variable Series seeks long-term capital growth by
investing primarily in equity securities of companies located in the
nine Tigers of Asia (Hong Kong, Singapore, South Korea, Taiwan,
Malaysia, Thailand, Indonesia, China and the Philippines).

[bullet] Liberty All-Star Equity Fund, Variable Series seeks total investment
return, comprised of long-term capital appreciation and current
income, through investment primarily in a diversified portfolio of
equity securities.

There is no assurance that the objectives of the Funds will be realized.

Other Funds may be added or deleted from time to time.

- --------------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
- --------------------------------------------------------------------------------

This Prospectus contains information about the Funds that a prospective
investor should know before applying for certain variable annuity contracts and
variable life insurance policies offered by separate accounts of insurance
companies investing in the Trust. Please read it carefully and retain it for
future reference.

Additional facts about the Funds are included in a Statement of Additional
Information dated November 15, 1997, incorporated herein by reference, which
has been filed with the Securities and Exchange Commission. For a free copy
write to Keyport Financial Services Corp. at 125 High Street, Boston,
Massachusetts 02110 or other broker-dealers offering the variable annuity
contracts and variable life insurance policies of Participating Insurance
Companies (as such term is defined in this Prospectus).

- --------------------------------------------------------------------------------
SHARES OF THE TRUST ARE AVAILABLE AND ARE BEING MARKETED EXCLUSIVELY AS A
POOLED FUNDING VEHICLE FOR VARIABLE ANNUITY CONTRACTS ("VA CONTRACTS") AND
VARIABLE LIFE INSURANCE POLICIES ("VLI POLICIES") OF PARTICIPATING INSURANCE
COMPANIES.
- --------------------------------------------------------------------------------

THIS PROSPECTUS MUST BE ACCOMPANIED BY A CURRENT PROSPECTUS FOR THE APPROPRIATE
VA CONTRACTS OR VLI POLICIES OF THE APPLICABLE PARTICIPATING INSURANCE COMPANY.
BOTH PROSPECTUSES SHOULD BE READ AND RETAINED FOR FUTURE REFERENCE.
- --------------------------------------------------------------------------------

The date of this Prospectus is November 15, 1997

<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
-----
<S> <C>
THE TRUST ................................................ 3
FINANCIAL HIGHLIGHTS .................................... 4
THE FUNDS ................................................ 10
Colonial Growth and Income Fund, Variable Series ...... 10
Stein Roe Global Utilities Fund, Variable Series ...... 10
Colonial International Fund For Growth, Variable
Series ............................................. 11
Colonial U.S. Stock Fund, Variable Series ............... 12
Colonial Strategic Income Fund, Variable Series ......... 12
Newport Tiger Fund, Variable Series .................. 12
Liberty All-Star Equity Fund, Variable Series ......... 13
TRUST MANAGEMENT ORGANIZATIONS ........................ 14
The Trustees .......................................... 14
The Manager: Liberty Advisory Services Corp.
(LASC) ............................................. 14
LASC's Sub-Advisers .................................... 15
TRUST SERVICE ORGANIZATIONS ........................... 16
Custodians ............................................. 16
Independent Accountants: Price Waterhouse LLP ......... 16
OTHER CONSIDERATIONS .................................... 16
Expenses of the Funds ................................. 16
Purchases and Redemptions .............................. 17
Investment Return .................................... 17
Net Asset Value ....................................... 17
Distributions .......................................... 18
Taxes ................................................ 18
Shareholder Communications ........................... 19

Page
-----
<S> <C>
Organization, Meetings, and Voting Rights ............. 19
Additional Information ................................. 19
OTHER INVESTMENT PRACTICES, RISK
CONSIDERATIONS AND POLICIES OF THE FUNDS .............. 19
Short-Term Trading .................................... 19
Certain Investment Considerations Pertaining to
Government Debt Securities ......................... 20
Cash Reserves and Repurchase Agreements ............... 20
Forward Commitments and When-Issued Securities;
Dollar Roll Transactions ............................ 20
Securities Lending .................................... 21
Foreign Securities .................................... 21
Mortgage-Backed Securities ............................ 22
Collateralized Mortgage Obligations (CMOs) and
Real Estate Mortgage Investment Conduits
(REMICs) .......................................... 22
Certain Derivative Investments ........................ 23
Zero-Coupon Bonds; Pay-in-Kind Securities ............... 23
High Yield, High Risk Bonds ........................... 24
Leverage Risks Associated with Certain Investment
Techniques ......................................... 24
Certain Policies to Reduce Risk ........................ 24
CHANGES TO INVESTMENT OBJECTIVES AND
NON-FUNDAMENTAL POLICIES ............................. 24
APPENDIX A: Description of Bond Ratings ................. A-1
APPENDIX B: Colonial Strategic Income Fund, Variable
Series -- Schedule of Portfolio Asset Composition by
Rating for 1996 ...................................... B-1
</TABLE>

<PAGE>

THE TRUST

The Trust is an open-end management investment company currently consisting of
seven series: Colonial Growth and Income Fund, Variable Series ("Growth and
Income Fund"), Stein Roe Global Utilities Fund, Variable Series ("Global
Utilities Fund"), Colonial International Fund For Growth, Variable Series
("International Fund For Growth"), Colonial U.S. Stock Fund, Variable Series
("U.S. Stock Fund"), Colonial Strategic Income Fund, Variable Series
("Strategic Income Fund"), Newport Tiger Fund, Variable Series (" Tiger Fund")
and Liberty All-Star Equity Fund, Variable Series ("All-Star Fund")
(individually referred to as a "Fund" or by the abbreviated name indicated, or
collectively as the "Funds"). Each Fund other than International Fund For
Growth is a diversified fund. International Fund For Growth is non-diversified
and may invest more than 5% of its total assets in the securities of a single
issuer. This increases the risk of loss compared to a diversified fund. The
Trust issues shares of beneficial interest in each Fund that represent
interests in a separate portfolio of securities and other assets. The Trust may
add or delete Funds from time to time.

The Trust is the funding vehicle for variable annuity contracts ("VA
contracts") and variable life insurance policies ("VLI policies") offered by
the separate accounts of life insurance companies ("Participating Insurance
Companies"). Certain Participating Insurance Companies are affiliated with the
adviser to the Funds ("Affiliated Participating Insurance Companies"). As of
the date of this Prospectus, such Affiliated Participating Insurance Companies
are Keyport Life Insurance Company ("Keyport"), Independence Life & Annuity
Company ("Independence") and Liberty Life Assurance Company of Boston ("Liberty
Life"). Shares of the Funds from time to time may be sold to other unaffiliated
Participating Insurance Companies.

The Participating Insurance Companies and their separate accounts are the
shareholders or investors ("shareholders") of the Funds. Owners of VA contracts
and owners of VLI policies invest in sub-accounts of separate accounts of the
Participating Insurance Companies that, in turn, invest in the Funds.

The prospectuses of the separate accounts of the Participating Insurance
Companies describe which Funds are available to the separate accounts offering
the VA contracts and VLI policies. The Trust assumes no responsibility for
those prospectuses. However, Liberty Advisory Services Corp. (formerly named
"Keyport Advisory Services Corp.") ("LASC") and the Board of Trustees of the
Trust ("Board of Trustees") monitor events to identify any material conflicts
that may arise between the interests of the Participating Insurance Companies
or between the interests of owners of VA contracts and VLI policies. The Trust
currently does not foresee any disadvantages to the owners of VA contracts and
VLI policies arising from the fact that certain interests of the owners may
differ. The Statement of Additional Information contains additional information
regarding such differing interests and related risks.

LASC provides investment management and advisory services to the Funds pursuant
to its Management Agreements with the Trust.

Colonial Management Associates, Inc. ("Colonial") sub-advises four Funds:
Growth and Income Fund, International Fund For Growth, U.S. Stock Fund and
Strategic Income Fund pursuant to separate Sub-Advisory Agreements (the
"Colonial Sub-Advisory Agreements") with each such Fund and LASC.

Stein Roe & Farnham Incorporated ("Stein Roe") sub-advises Global Utilities
Fund pursuant to a Sub-Advisory Agreement (the "Stein Roe Sub-Advisory
Agreement") with such Fund and LASC.

Newport Fund Management, Inc. ("Newport") sub-advises Tiger Fund pursuant to a
Sub-Advisory Agreement (the "Newport Sub-Advisory Agreement") with such Fund
and LASC.

Liberty Asset Management Company ("LAMCO") sub-advises All-Star Fund pursuant
to LASC's Management Agreement for such Fund (to which LAMCO is a party).

LASC has delegated various administrative matters to Colonial. Colonial also
provides transfer agency and pricing and record keeping services to the Trust.
Keyport Financial Services Corp. ("KFSC") serves as the principal underwriter
of the Trust with respect to sales of shares to Affiliated Participating
Insurance Companies.

LASC, Colonial, Stein Roe, Newport, LAMCO, KFSC, Keyport and Independence are
wholly-owned indirect subsidiaries of Liberty Financial Companies, Inc.
("LFC"). As of October 31, 1997, approximately 74.7% of the combined voting
power of LFC's issued and outstanding voting stock was held, indirectly, by
Liberty Mutual Insurance Company ("Liberty Mutual"). Liberty Life is a
subsidiary of Liberty Mutual.

3
<PAGE>

FINANCIAL HIGHLIGHTS

The tables below present certain financial information for each Fund in the
Trust (other than All-Star Fund, which commenced operations on or about the
date of this Prospectus) for the period beginning with such Fund's commencement
of operations (July 1, 1993 for each of Growth and Income Fund and Global
Utilities Fund; May 2, 1994 for International Fund For Growth; July 5, 1994 for
each of U.S. Stock Fund and Strategic Income Fund; and May 1, 1995 for Tiger
Fund) and ended June 30, 1997. The information through the fiscal year ended
December 31, 1996 has been audited and reported on by the Trust's independent
accountants, Price Waterhouse LLP, whose report thereon appears in the Trust's
annual report to shareholders for the fiscal year ended December 31, 1996
(which may be obtained without charge from KFSC or from the Participating
Insurance Company issuing the applicable VA contract or VLI policy) and is
incorporated by reference into the Statement of Additional Information. The
information for the six-month period ended June 30, 1997 is unaudited. The
Funds' total returns presented below do not reflect the cost of insurance and
other insurance company separate account charges which vary with the VA
contracts and VLI policies offered through the separate accounts of
Participating Insurance Companies.

Colonial Growth and Income Fund, Variable Series

<TABLE>
<CAPTION>
(Unaudited)
Six Months
Ended
June 30,
---------------
1997
---------------
<S> <C>
Per share operating performance:
Net asset value, beginning of period ..................... $ 13.96
----------
Net investment income (a) ................................. 0.14
Net realized and unrealized gains (losses) on
investments and foreign currency transactions (a) ......... 2.10
----------
Total from investment operations ........................... 2.24
----------
Less distributions from:
Dividends from net investment income ..................... --
Dividends from net realized gains on investments ......... --
----------
Total distributions ....................................... --
----------
Net asset value, end of period ........................... $ 16.20
==========
Total return:
Total investment return (b) .............................. 16.05%**
Ratios/supplemental data:
Net assets, end of period (000) ........................... $ 88,370
Ratio of net expenses to average net assets ............... 0.78%*(e)
Ratio of net investment income to average net assets ...... 1.91%*(e)
Portfolio turnover ratio .................................... 13%**
Average commission rate (f) .............................. $ 0.0492

<CAPTION>
Year Ended December 31,
--------------------------------------------------------------------
1996 1995 1994 1993***
--------------- ----------------- ------------ ---------------------
<S> <C> <C> <C> <C>
Per share operating performance:
Net asset value, beginning of period ..................... $ 12.60 $ 10.03 $ 10.36 $ 10.00
---------- ------------ ------------ ------------
Net investment income (a) ................................. 0.28 0.29 0.26 0.09
Net realized and unrealized gains (losses) on
investments and foreign currency transactions (a) ......... 1.98 2.72 (0.34) 0.41
---------- ------------ ------------ ------------
Total from investment operations ........................... 2.26 3.01 (0.08) 0.50
---------- ------------ ------------ ------------
Less distributions from:
Dividends from net investment income ..................... (0.28) ( 0.25) (0.25) (0.11)
Dividends from net realized gains on investments ......... (0.62) ( 0.19) -- (0.03)
---------- ------------ ------------ ------------
Total distributions ....................................... (0.90) ( 0.44) (0.25) (0.14)
---------- ------------ ------------ ------------
Net asset value, end of period ........................... $ 13.96 $ 12.60 $ 10.03 $ 10.36
========== ============ ============ ============
Total return:
Total investment return (b) .............................. 17.89% 30.03% (0.76)% 5.01%**(d)
Ratios/supplemental data:
Net assets, end of period (000) ........................... $ 93,247 $ 71,070 $ 48,052 $ 29,298
Ratio of net expenses to average net assets ............... 0.79%(e) 0.81%(e) 0.87% 1.00%*(c)
Ratio of net investment income to average net assets ...... 2.02%(e) 2.51%(e) 2.82% 2.32%*(d)
Portfolio turnover ratio .................................... 24% 79% 55% 8%**
Average commission rate (f) .............................. $ 0.0383 -- -- --
</TABLE>

- ----------------
* Annualized

** Not Annualized

*** For the period from the commencement of operations (July 1, 1993) to
December 31, 1993.

(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) If the Fund had paid all of its expenses and there had been no
reimbursement from KASC, this ratio would have been 1.23% (annualized) for
the period ended December 31, 1993.

(d) Computed giving effect to LASC's expense limitation undertaking.

(e) The benefits derived from custody credits and directed brokerage
arrangements had no impact. Prior years' ratios are net of benefits
received, if any.

(f) For fiscal years beginning on or after September 1, 1995, a fund is
required to disclose its average commission rate per share for trades on
which commissions are charged.

4
<PAGE>

Stein Roe Global Utilities Fund, Variable Series

<TABLE>
<CAPTION>
(Unaudited)
Six Months
Ended
June 30,
-----------------
1997
-----------------
<S> <C>
Per share operating performance:
Net asset value, beginning of period ..................... $ 10.70
-----------
Net investment income (a) ................................. 0.22
Net realized and unrealized gains (losses) on
investments (a) .......................................... 0.56
-----------
Total from investment operations ........................... 0.78
-----------
Less distributions from:
Dividends from net investment income ..................... --
-----------
Net asset value, end of period ........................... $ 11.48
===========
Total return:
Total investment return (b) ................................. 7.29%**
Ratios/supplemental data:
Net assets, end of period (000) ........................... $ 47,296
Ratio of net expenses to average net assets ............... 0.78%*(e)
Ratio of net investment income to average net assets ...... 4.09%*(e)
Portfolio turnover ratio ................................. 4%**
Average commission rate (f) .............................. $ 0.0446

<CAPTION>
Year Ended December 31,
------------------------------------------------------------------------
1996 1995 1994 1993***
--------------- ----------------- ------------- ----------------------
<S> <C> <C> <C> <C>
Per share operating performance:
Net asset value, beginning of period .................. $ 10.50 $ 8.11 $ 9.65 $ 10.00
---------- ------------ ------------ -------------
Net investment income (a) .............................. 0.46 0.46 0.54 0.18
Net realized and unrealized gains (losses) on
investments (a) ....................................... 0.23 2.39 (1.53) (0.35)
---------- ------------ ------------ -------------
Total from investment operations ........................ 0.69 2.85 (0.99) (0.17)
---------- ------------ ------------ -------------
Less distributions from:
Dividends from net investment income .................. (0.49) (0.46) (0.55) (0.18)
---------- ------------ ------------ -------------
Net asset value, end of period ........................ $ 10.70 $ 10.50 $ 8.11 $ 9.65
========== ============ ============ =============
Total return:
Total investment return (b) .............................. 6.53% 35.15% (10.27)% (1.70)%**(c)
Ratios/supplemental data:
Net assets, end of period (000) ........................ $ 47,907 $ 51,597 $ 38,156 $ 54,441
Ratio of net expenses to average net assets ............ 0.81%(d) 0.83%(d) 0.86% 1.00%*(e)
Ratio of net investment income to average net assets ... 4.36%(d) 4.98%(d) 5.80% 5.10%*(c)
Portfolio turnover ratio .............................. 14% 18% 16% 2%**
Average commission rate (f) ........................... $ 0.0468 -- -- --

</TABLE>

- ----------------
* Annualized

** Not Annualized

*** For the period from the commencement of operations (July 1, 1993) to
December 31, 1993.

(a) Per share data was calculated using average shares outstanding during the
period.

(b) Total return at net asset value assuming all distributions reinvested.

(d) The benefits derived from custody credits and directed brokerage
arrangements had no impact. Prior years' ratios are net of benefits
received, if any.

(e) If the Fund had paid all of its expenses and there had been no
reimbursement from LASC, this ratio would have been 1.09% (annualized) for
the period ended December 31, 1993.

(f) For fiscal years beginning on or after September 1, 1995, a fund is
required to disclose its average commission rate per share for trades on
which commissions are charged.

5
<PAGE>

Colonial International Fund For Growth, Variable Series

<TABLE>
<CAPTION>
(Unaudited)
Six Months
Ended
June 30, Year Ended December 31,
--------------- -------------------------------------------------
1997 1996 1995 1994***
--------------- --------------- ---------------- ----------------
<S> <C> <C> <C> <C>
Per share operating performance:
Net asset value, beginning of period ..................... $ 1.96 $ 1.97 $ 1.88 $ 2.00
---------- --------- ---------- ----------
Net investment income (a) ................................. 0.01 0.02 0.01 --
Net realized and unrealized gains (losses) on investments and
foreign currency transactions (a) ........................ 0.27 0.09 0.10 (0.12)
---------- --------- ---------- ----------
Total from investment operations ........................... 0.28 0.11 0.11 (0.12)
---------- --------- ---------- ----------
Less distributions from:
Dividends from net investment income ..................... -- -- (0.02) --
Dividends from net realized gains on investments ......... -- (0.12) -- --
---------- --------- ---------- ----------
Total distributions ....................................... -- (0.12) (0.02) --
---------- --------- ---------- ----------
Net asset value, end of period ........................... $ 2.24 $ 1.96 $ 1.97 $ 1.88
========== ========= ========== ==========
Total return:
Total investment return (b) ................................. 14.29%** 5.61% 5.85% (6.00)%**
Ratios/supplemental data:
Net assets, end of period (000) ........................... $ 33,089 $ 26,593 $ 22,764 $ 19,146
Ratio of net expenses to average net assets ............... 1.51%*(c) 1.40%(c) 1.40%(c) 1.74%*
Ratio of net investment income to average net assets ...... 1.34%*(c) 0.84%(c) 0.75%(c) 0.13%*
Portfolio turnover ratio ................................. 16%** 115% 40% 31%**
Average commission rate (d) .............................. $ 0.0070 $ 0.0010 -- --
</TABLE>

- ----------------
* Annualized

** Not Annualized

*** For the period from the commencement of operations (May 2, 1994) to
December 31, 1994.

(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. Prior years' ratios are net of benefits
received, if any.

(d) For fiscal years beginning on or after September 1, 1995, a fund is
required to disclose its average commission rate per share for trades on
which commissions are charged.

6
<PAGE>

Colonial U.S. Stock Fund, Variable Series

<TABLE>
<CAPTION>
(Unaudited)
Six Months
Ended
June 30,
---------------
1997
---------------
<S> <C>
Per share operating performance:
Net asset value, beginning of period ..................... $ 14.22
----------
Net investment income (a) ................................. 0.09
Net realized and unrealized gains on investments (a) ...... 2.61
----------
Total from investment operations ........................... 2.70
----------
Less distributions from:
Dividends from net investment income ..................... --
Dividends from net realized gains on investments ......... --
----------
Total distributions ....................................... --
----------
Net asset value, end of period ........................... $ 16.92
==========
Total return:
Total investment return (c) .............................. 18.99%**
Ratios/supplemental data:
Net assets, end of period (000) ........................... $ 77,835
Ratio of net expenses to average net assets ............... 0.95%*(e)
Ratio of net investment income to average net assets ...... 1.18%*(e)
Portfolio turnover ratio ................................. 19%**
Average commission rate (f) .............................. $ 0.0421

<CAPTION>
Year Ended December 31,
----------------------------------------------------------
1996 1995 1994***
--------------- ----------------------- ------------------
<S> <C> <C> <C>
Per share operating performance:
Net asset value, beginning of period ..................... $ 12.36 $ 10.27 $ 10.00
---------- --------------- ------------
Net investment income (a) ................................. 0.19 0.21 0.09
Net realized and unrealized gains on investments (a) ...... 2.52 2.84 0.35
---------- --------------- ------------
Total from investment operations ........................... 2.71 3.05 0.44
---------- --------------- ------------
Less distributions from:
Dividends from net investment income ..................... (0.17) (0.16) (0.11)
Dividends from net realized gains on investments ......... (0.68) (0.80) (0.06)
---------- --------------- ------------
Total distributions ....................................... (0.85) (0.96) (0.17)
---------- --------------- ------------
Net asset value, end of period ........................... $ 14.22 $ 12.36 $ 10.27
========== =============== ============
Total return:
Total investment return (c) .............................. 21.84% 29.70%(b) 4.40%(b)**
Ratios/supplemental data:
Net assets, end of period (000) ........................... $ 60,855 $ 43,017 $ 15,373
Ratio of net expenses to average net assets ............... 0.95%(e) 1.00%(d)(e) 1.00%(d)*
Ratio of net investment income to average net assets ...... 1.39%(e) 1.72%(b)(e) 2.16%(b)*
Portfolio turnover ratio ................................. 77% 115% 52%**
Average commission rate (f) .............................. $ 0.0395 -- --
</TABLE>

- ----------------
* Annualized

** Not Annualized

*** For the period from the commencement of operations (July 5, 1994) to
December 31, 1994.

(a) Per share data was calculated using average shares outstanding during the
period.

(b) Computed giving effect to LASC's expense limitation undertaking.

(d) If the Fund had paid all of its expenses and there had been no
reimbursement from LASC, these ratios would have been 1.07% and 1.64%
(annualized), respectively.

(e) The benefits derived from custody credits and directed brokerage
arrangements had no impact. Prior years' ratios are net of benefits
received, if any.

(f) For fiscal years beginning on or after September 1, 1995, a fund is
required to disclose its average commission rate per share for trades on
which commissions are charged.

7
<PAGE>

Colonial Strategic Income Fund, Variable Series

<TABLE>
<CAPTION>
(Unaudited)
Six Months
Ended
June 30, Year Ended December 31,
----------------- ----------------------------------------------
1997 1996 1995 1994***
----------------- --------------- ----------------- ------------
<S> <C> <C> <C> <C>
Per share operating performance:
Net asset value, beginning of period ........................ $ 11.04 $ 10.99 $ 9.79 $ 10.00
----------- ---------- ------------ ------------
Net investment income (a) .................................... 0.44 0.92 0.55 0.30
Net realized and unrealized gains (losses) on investments and
foreign currency transactions (a) ........................... (0.07) 0.16 1.24 (0.19)
----------- ---------- ------------ ------------
Total from investment operations .............................. 0.37 1.08 1.79 0.11
----------- ---------- ------------ ------------
Less distributions from:
Dividends from net investment income ........................ -- (0.96) (0.56) (0.31)
Dividends from net realized gains on investments ............ -- (0.07) (0.03) (0.01)
----------- ---------- ------------ ------------
Total distributions .......................................... -- (1.03) (0.59) (0.32)
----------- ---------- ------------ ------------
Net asset value, end of period .............................. $ 11.41 $ 11.04 $ 10.99 $ 9.79
=========== ========== ============ ============
Total return:
Total investment return (b) (c) .............................. 3.35%** 9.83% 18.30% 1.10%**
Ratios/supplemental data:
Net assets, end of period (000) .............................. $ 60,401 $ 53,393 $ 48,334 $ 13,342
Ratio of net expenses to average net assets (e) ............... 0.80%*(e) 0.80%(d) 0.84%(d) 1.00%*
Ratio of net investment income to average net assets (c) ...... 7.93%*(e) 8.13%(d) 8.08%(d) 7.33%*
Portfolio turnover ratio .................................... 51%** 114% 281% 94%**

</TABLE>

- ----------------
* Annualized
** Not Annualized
*** For the period from the commencement of operations (July 5, 1994) to
December 31, 1994.
(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) Computed giving effect to LASC's expense limitation undertaking.
(d) The benefits derived from custody credits and directed brokerage
arrangements had no impact. Prior years' ratios are net of benefits
received, if any.
(e) If the Fund had paid all of its expenses and there had been no
reimbursement from LASC, these ratios would have been 0.86%, 0.94% and
1.60% (annualized), respectively.

8
<PAGE>

Newport Tiger Fund, Variable Series

<TABLE>
<CAPTION>
(Unaudited)
Six Months
Ended
June 30, Year Ended December 31,
------------ ----------------------------
1997 1996 1995***
------------ ----------- --------------
<S> <C> <C> <C>
Per share operating performance:
Net asset value, beginning of period ........................... $ 2.52 $ 2.28 $ 2.00
---------- ------- ----------
Net investment income (a) .................................... 0.02 0.03 0.01
Net realized and unrealized gains on investments and foreign
currency transactions (a) .................................... 0.10 0.24 0.29
---------- ------- ----------
Total from investment operations .............................. 0.12 0.27 0.30
---------- ------- ----------
Less distributions from:
Dividends from net investment income ........................ -- (0.02) (0.01)
In excess of net investment income ........................... -- -- (0.01)
Dividends from net realized gains on investments ............ -- (0.01) --
---------- ------- ----------
Total distributions .......................................... -- (0.03) (0.02)
---------- ------- ----------
Net asset value, end of period ................................. $ 2.64 $ 2.52 $ 2.28
========== ======= ==========
Total return:
Total investment return (b) .................................... 4.76%** 11.73% 15.00%**
Ratios/supplemental data:
Net assets, end of period (000) .............................. $ 39,725 $34,642 $ 18,977
Ratio of net expenses to average net assets (c) ............... 1.20%* 1.27% 1.79%*
Ratio of net investment income to average net assets (c) ...... 1.42%* 1.20% 0.89%*
Portfolio turnover ratio ....................................... 6%** 7% 12%**
Average commission rate (d) .................................... $ 0.0103 $0.0172 --
</TABLE>

* Annualized
** Not Annualized
*** For the period from the commencement of operations (May 1, 1995) to
December 31, 1995.
(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) For fiscal years beginning on or after September 1, 1995, a fund is
required to disclose its average commission rate per share for trades on
which commissions are charged.

9
<PAGE>

Further information about the performance of the Funds is contained in the
Trust's annual report to shareholders for the period ended December 31, 1996,
which may be obtained without charge from KFSC or from the Participating
Insurance Company issuing the applicable VA contract or VLI policy.

THE FUNDS

All investments, including mutual funds, have risks, and no one mutual fund is
suitable for all investors. No one Fund by itself constitutes a complete
investment program. The net asset value of the shares of the Funds will vary
with market conditions and there can be no guarantee that any Fund will achieve
its investment objective.

Each Fund and its investment objectives and policies are described below.
Certain additional investment policies and techniques common to some or all of
the Funds are described under "OTHER INVESTMENT PRACTICES, RISK CONSIDERATIONS
AND POLICIES OF THE FUNDS" below.

More information about the portfolio securities in which the Funds invest,
including certain risks and investment limitations, is provided in the
Statement of Additional Information.

Colonial Growth and Income Fund, Variable Series

Investment Objective. The Fund seeks primarily income and long-term capital
growth and, secondarily, preservation of capital.

Investment Program. The Fund may invest without limit in U.S. stock exchange or
Nasdaq National Market System listed common stocks and foreign common stocks
which, when purchased, meet quantitative standards which in Colonial's judgment
indicate above average financial soundness and high intrinsic value relative to
price. Companies in which the Fund invests will fall into one of the following
three categories:

1. Companies whose current business activities provide earnings, dividends or
assets that represent above average value for each dollar invested; or

2. Companies whose business activities are concentrated in industries or
business strategies which are expected to provide above average stability
or value in turbulent markets; or

3. Companies with anticipated business growth prospects that represent above
average value for each dollar invested.

For this purpose, "average" will not be pegged to a specific index but rather
determined in Colonial's judgment based on an eligible universe of securities
of appropriate market capitalization for which sufficient data is available.
Such average may also be qualified by industry group or sector.

Up to 5% of the Fund's net assets may be invested in common stocks not meeting
any of the foregoing conditions at the time of purchase.

The Fund will not invest in residual classes of CMOs. The Fund may invest in
U.S. Government Securities of any maturity that pay fixed, floating or
adjustable interest rates.

The Fund may invest without limit in securities traded outside of the U.S. and
may purchase foreign currencies on a spot or forward basis in conjunction with
its investments in foreign securities and to hedge against fluctuations in
foreign currencies.

Stein Roe Global Utilities Fund, Variable Series

Investment Objective. The Fund seeks current income and long-term growth of
capital and income.

Investment Program. The Fund normally invests at least 65% of its total assets
in U.S. and foreign equity and debt securities of companies engaged in the
manufacture, production, generation, transmission, sale or distribution of
electricity, natural gas or other types of energy, or water or other sanitary
services, and companies engaged in telecommunications, including telephone,
telegraph, satellite, microwave and other communications media (but not
companies primarily engaged in public broadcasting, print media or cable
television) ("Utility Companies"). The Fund will invest primarily in securities
of large, established Utility Companies located in developed countries,
including the U.S. The Fund may invest without limit in foreign securities. See
"OTHER INVESTMENT PRACTICES, RISK CONSIDERATIONS AND POLICIES OF THE FUNDS:
Foreign Securities." The Fund normally will invest in securities issued by
companies located in at least three countries includ-

10
<PAGE>

ing the U.S. Up to 35% of the Fund's total assets may be invested in equity
securities of any type and investment grade debt securities that are not issued
by Utility Companies. Because the Fund concentrates its investments in
securities of Utility Companies, an investment in the Fund may entail more risk
than an investment in a more diversified portfolio.

Equity securities purchased by the Fund generally include common and preferred
stock, warrants (rights) to purchase such stock, debt securities convertible
into such stock, and structured and unstructured American Depositary Receipts
(receipts issued in the U.S. by banks or trust companies evidencing ownership
of underlying foreign securities (ADRs)). At least 20% of the Fund's total
assets will be invested in equity securities of Utility Companies.

Debt securities purchased by the Fund generally include securities of any
maturity that pay fixed, floating or adjustable interest rates. The Fund may
invest in zero-coupon bonds and pay-in-kind securities. See "OTHER INVESTMENT
PRACTICES, RISK CONSIDERATIONS AND OTHER POLICIES OF THE FUNDS: Zero-Coupon
Bonds; Pay-in-Kind Securities."

The debt securities in which the Fund invests will be rated at the time of
investment at least Baa by Moody's Investors Service ("Moody's") or BBB by
Standard & Poor's Corporation ("S&P") or will be unrated but considered by
Stein Roe to be of comparable credit quality. Such securities will not
necessarily be sold if the rating is subsequently reduced unless any such
downgrade would cause the Fund to hold more than 5% of its total assets in debt
securities rated below investment grade. Debt securities rated BBB or Baa have
speculative characteristics, and changes in economic conditions or other
circumstances are more likely to lead to a weakened capacity of the issuers of
such securities to make principal and interest payments than would likely be
the case with investments in securities with higher credit ratings.

The values of debt securities generally fluctuate inversely with changes in
interest rates. This is less likely to be true for adjustable or floating rate
securities, since interest rate changes are more likely to be reflected in
changes in the rates paid on the securities. However, reductions in interest
rates may also translate into lower return.

The values of securities issued by Utility Companies are especially affected by
changes in prevailing interest rate levels (as interest rates increase, the
values of Utility Company securities tend to decrease, and vice versa), as well
as by general competitive and market forces in the utility industries, changes
in federal and state regulation, energy conservation efforts and other
environmental concerns and, particularly with respect to nuclear facilities,
shortened economic life and cost overruns. Certain utilities, especially gas
and telephone utilities, have in recent years been affected by increased
competition, which could adversely affect the profitability of such utilities.
Similarly, the profitability of certain electric utilities may in the future be
adversely affected by increased competition resulting from partial
deregulation.

The Fund may purchase and sell (i) U.S. and foreign stock and bond index
futures contracts, (ii) U.S. and foreign interest rate futures contracts and
(iii) options on any of the foregoing. Such transactions will be entered into
(x) for hedging purposes or (y) to gain exposure to a particular market pending
investment in individual securities. The Fund also may purchase and sell
options on individual securities for hedging purposes. See "OTHER INVESTMENT
PRACTICES, RISK CONSIDERATIONS AND POLICIES OF THE FUNDS: Certain Derivative
Investments." The Fund will purchase and sell such derivative securities only
with respect to securities it may otherwise purchase or indices composed of
such securities.

Colonial International Fund For Growth, Variable Series

Investment Objective. The Fund seeks long-term capital growth by investing
primarily in non-U.S. equity securities.

Investment Program. The Fund normally invests at least 65% of its assets in
equity securities, consisting of common and preferred stock, warrants to
purchase such stock, and convertible debt, of issuers in at least three
countries other than the U.S. The Fund may also invest up to 35% of its assets
in high quality foreign government debt securities. The debt securities in
which the Fund may invest may be of any maturity that pay fixed, floating or
adjustable rates. The Fund may invest in both exchange and over-the-counter
traded securities.

The Fund is non-diversified and may invest more than 5% of its total assets in
the securities of a single issuer, increasing the risk of loss compared to a
diversified fund.

The Fund may invest up to 10% of its total assets in closed-end investment
companies commonly referred to as "country funds." Such investments will
involve the payment of duplicative fees through the indirect payment of a
portion of the expenses, including advisory fees, of such other investment
companies.

The Fund may invest in smaller, less established companies which may offer
greater opportunities for capital appreciation than larger, better established
companies. These stocks may also involve certain special risks related to
limited product lines, markets or financial resources and dependence on a small
management group. Their securities may trade less frequently, in smaller
volumes and fluctuate more sharply in value than exchange listed securities of
larger companies.

The Fund may purchase and sell (i) foreign stock and bond index futures
contracts, (ii) foreign interest rate futures contracts and (iii) options on
any of the foregoing. Such transactions will be entered into (x) for hedging
purposes or (y) to gain exposure to a particular market pending investment in
individual securities. The Fund also may purchase and sell options

11
<PAGE>

on individual securities for hedging purposes. See "OTHER INVESTMENT PRACTICES,
RISK CONSIDERATIONS AND POLICIES OF THE FUNDS: Certain Derivative Investments."
The Fund will purchase and sell such derivative securities only with respect to
securities it may otherwise purchase or indices composed of such securities.

Colonial U.S. Stock Fund, Variable Series

Investment Objective. The Fund seeks long-term capital growth by investing
primarily in large capitalization equity securities.

Investment Program. The Fund normally invests at least 65% of its total assets
in common stock of U.S. companies with equity market capitalizations at the
time of purchase in excess of $3 billion. Up to 35% of total assets may be
invested in common stock of U.S. companies with equity market capitalizations
at the time of purchase between $1 billion and $3 billion. Up to 10% of total
assets may be invested in ADRs. Up to 10% of total assets may be invested in
any combination of (i) convertible debt securities (i.e., debt securities that
are convertible into common stock at the holder's option), (ii) investment
grade corporate debt securities (i.e., rated investment grade by at least two
nationally recognized rating agencies), and (iii) debt securities issued or
guaranteed by the U.S. Government or its agencies (including mortgage-backed
securities, CMOs and REMICs). The Fund will purchase equity securities that
Colonial believes have superior earnings and value characteristics selected
from a universe which meets certain guidelines for liquidity and available
investment information. Quantitative standards, designed to identify above
average intrinsic value relative to price and favorable earnings trends, are
used as the core of the process. Fundamental company analysis is then used to
select securities. The Fund will not concentrate more than 25% of its total
assets in any one industry.

Colonial Strategic Income Fund, Variable Series

Investment Objective. The Fund seeks a high level of current income, as is
consistent with prudent risk and maximizing total return, by diversifying
investments primarily in U.S. and foreign government and high yield, high risk
corporate debt securities.

Investment Program. The Fund will seek to achieve its objectives by investing
its assets in each of the following sectors of the debt securities markets: (i)
U.S. Government Securities; (ii) debt securities issued by foreign governments
and their political subdivisions; and (iii) high yield, high risk securities,
some of which may involve equity features. The Fund may invest in debt
securities of any maturity. The allocation of investments among these types of
securities at any given time is based on Colonial's estimate of expected
performance and risk of each type of investment. The value of debt securities
(and thus of Fund shares) usually will fluctuate inversely to changes in
interest rates.

The U.S. Government Securities in which the Fund invests include those
described as eligible for investment by Growth and Income Fund. The Fund may
invest in U.S. Government Securities of any maturity and in zero coupon
securities. The Fund also may invest in certificates representing undivided
interests in the interest or principal of mortgage-backed securities (interest
only/principal only), which tend to be more volatile than other types of
securities. See "OTHER INVESTMENT PRACTICES, RISK CONSIDERATIONS AND POLICIES
OF THE FUNDS: Mortgage-Backed Securities."

The Fund may invest any portion of its assets in securities issued or
guaranteed by foreign governments. For a discussion of certain special risks
and other considerations pertaining to investments in foreign securities
applicable to the Fund, see "OTHER INVESTMENT PRACTICES, RISK CONSIDERATIONS
AND POLICIES OF THE FUNDS: Foreign Securities."

The Fund may purchase high yield, high risk bonds (commonly referred to as junk
bonds), including bonds in the lowest rating categories (C for Moody's and D
for S&P) and unrated bonds. The lowest rating categories include bonds which
are in default. Because these securities are regarded as predominantly
speculative as to payment of principal and interest, the Fund will not purchase
the debt securities of a single issuer rated Ca by Moody's or CC by S&P or
lower or comparable unrated securities if, as a result, holdings of that issuer
exceed 0.5% of the Fund's net assets. High yield, high risk bonds are those
rated lower than Baa by Moody's or BBB by S&P, or comparable unrated
securities. For a discussion of certain risks and other considerations
pertaining to investments in high yield bonds, see "OTHER INVESTMENT PRACTICES,
RISK CONSIDERATIONS AND POLICIES OF THE FUNDS: High Yield, High Risk Bonds."
Appendix A to this Prospectus provides a description of bond ratings.

The Fund may purchase and sell U.S. and foreign interest rate futures contracts
and options thereon to hedge against changes in interest rates. See "OTHER
INVESTMENT PRACTICES, RISK CONSIDERATIONS AND POLICIES OF THE FUNDS: Certain
Derivative Investments." The Fund will engage in such activities only with
respect to securities it may otherwise purchase or indices composed of such
securities.

Newport Tiger Fund, Variable Series

Investment Objective. The Fund seeks long-term capital growth.

Investment Program. The Fund invests primarily in equity securities of
companies located in the nine Tigers of East Asia (Hong Kong, Singapore, South
Korea, Taiwan, Malaysia, Thailand, Indonesia, China and the Philippines). These
nine countries are referenced to herein as the "Tiger countries." Normally, the
Fund will seek to be fully invested in equity securities of larger, well
established companies located in the Tiger countries.

12
<PAGE>

Equity securities in which the Fund invests include common and preferred stock,
warrants (rights) to purchase such stock, debt securities convertible into
stock, ADRs, Global Depositary Receipts (receipts issued by foreign banks or
trust companies) and shares of other investment companies that invest primarily
in the foregoing securities.

The Fund may invest up to 10% of its total assets in other investment companies
commonly referred to as "country funds." Such investments will involve the
payment of duplicative fees through the indirect payment of a portion of the
expenses, including advisory fees, of such other investment companies.

For a discussion of certain special risks and other considerations pertaining
to investments in foreign securities applicable to the Fund, see "OTHER
INVESTMENT PRACTICES, RISK CONSIDERATIONS, AND POLICIES OF THE FUNDS: Foreign
Securities." Such special risks are particularly relevant to investments in
equity securities issued by companies located in the Tiger countries.

Although the securities markets of the Tiger countries, especially China, have
grown and evolved rapidly over the last several years, political, legal,
economic and regulatory systems continue to lag behind those of more developed
countries. Accordingly, the risk that restrictions on repatriation of Fund
investments may be imposed unexpectedly or other limitations on the Fund's
ability to realize on its investments may be instituted are greater with
respect to investments in the Tiger countries.

Hong Kong. A substantial amount of the Fund's investments have been and may
continue to be in companies located in Hong Kong. Although Hong Kong has the
most developed securities markets of the Tiger countries, a substantial portion
of its economy is dependent on investments in or trade with China and other
less-developed Asian countries. Political and economic developments in those
countries could adversely impact the Fund's Hong Kong investments.

On July 1, 1997, sovereignty over Hong Kong was transferred from Great Britain
to China and Hong Kong became a Special Administrative Region of China. In
connection with this transfer, China has agreed to maintain for 50 years Hong
Kong's current economic and social systems, as well as most of the personal
freedoms currently enjoyed by Hong Kong residents. Nevertheless, it is
impossible to predict with certainty the ultimate effect Chinese sovereignty
will have on Hong Kong's business environment. Further, uncertainty surrounding
the transfer could hurt the value of the Fund's investments or make them more
volatile in the short-run.

Liberty All-Star Equity Fund, Variable Series

Investment Objective. The Fund seeks total investment return, comprised of
long-term capital appreciation and current income, through investment primarily
in a diversified portfolio of equity securities.

Investment Program. The Fund invests primarily in equity securities, defined as
common stocks and securities convertible into common stocks (such as bonds and
preferred stocks) and securities having common stock characteristics (such as
warrants and rights to purchase equity securities.) The Fund also may invest in
ADRs. The Fund may lend its portfolio securities.

The Fund's investment program is based upon LAMCO's multi-manager concept.
LAMCO allocates the Fund's portfolio assets on an approximately equal basis
among a number of independent investment management organizations ("Portfolio
Managers")--currently five in number--each of which employs a different
investment style, and from time to time rebalances the portfolio among the
Portfolio Managers so as to maintain an approximately equal allocation of the
portfolio among them throughout all market cycles.

In LAMCO's opinion, the multi-manager concept provides advantages over the use
of a single manager because of the following primary factors:

(i) Most equity investment management firms consistently employ a distinct
investment "style" which causes them to emphasize stocks with particular
characteristics;

(ii) because of changing investor preferences, any given investment style
will move into and out of market favor and will result in better investment
performance under certain market conditions but less successful performance
under other conditions;

(iii) consequently, by allocating the Fund's portfolio on an approximately
equal basis among Portfolio Managers employing different styles, the impact of
any one such style on investment performance will be diluted, and the
investment performance of the total portfolio will be more consistent and less
volatile over the long term than if a single style were employed throughout the
entire period; and

(iv) more consistent performance at a given annual rate of return over time
produces a higher rate of return for the long term than more volatile
performance having the same average annual rate of return.

LAMCO, based on the foregoing principles and on its analysis and evaluation of
information regarding the personnel and investment styles and performance of a
universe of several hundred professional investment management firms, has
selected for appointment by the Fund a group of Portfolio Managers representing
a blending of different investment styles which, in its opinion, is appropriate
to the Fund's investment objective.

LAMCO continuously monitors the performance and investment styles of the Fund's
Portfolio Managers and from time to time may recommend changes of Portfolio
Managers based on factors such as changes in a Portfolio Manager's investment
style or a departure by a Portfolio Manager from the investment style for which
it had been selected, a deterioration in a Portfolio Manager's performance
relative to that of other investment management firms practicing a similar
style, or adverse changes in its ownership or personnel.

13
<PAGE>

The Fund's current Portfolio Managers are:

J. P. Morgan Investment Management Inc.

Oppenheimer Capital

Palley-Needelman Asset Management, Inc.

Westwood Management Corp.

Wilke/Thompson Capital Management, Inc.

LAMCO also is the manager of Liberty All-Star Equity Fund, a multi-managed
closed-end fund. This other fund has the same investment objective and
investment program as the Fund, and currently has the same Portfolio Managers.
LAMCO expects that both funds will make corresponding changes if and when
Portfolio Managers are changed in the future.

Although under normal circumstances the Fund will remain substantially fully
invested in equity securities, up to 35% of the value of the Fund's total
assets may be invested in U.S. dollar denominated money market instruments of
the type described under "OTHER INVESTMENT PRACTICES, RISK CONSIDERATIONS AND
POLICIES OF THE FUNDS: Cash Reserves and Repurchase Agreements."

The Fund may purchase and sell U.S. stock futures contracts and options
thereon. Such transactions will be entered into (i) for hedging purposes or
(ii) to maintain market exposure in connection with (A) LAMCO's rebalancing the
Funds' Portfolio among Portfolio Managers or (B) changes in Portfolio Managers.
The Fund also may purchase and sell options on individual securities (i) for
hedging purposes or (ii) to increase investment return. See "OTHER INVESTMENT
PRACTICES, RISK CONSIDERATIONS AND POLICIES OF THE FUNDS: Certain Derivative
Investments." The Fund will purchase and sell such derivative securities only
with respect to securities it may otherwise purchase or indices composed of
such securities.

The Fund may remain substantially fully invested during periods when stock
prices generally rise and also during periods when they generally decline. The
Fund is intended to be a long-term investment vehicle and is not designed to
provide a means of speculating on short-term stock market movements.

TRUST MANAGEMENT ORGANIZATIONS

The Trustees

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

The Manager: Liberty Advisory Services Corp. (LASC)

LASC, 125 High Street, Boston Massachusetts 02110, is the manager of the Trust.
LASC was incorporated on January 8, 1993 under the laws of the Commonwealth of
Massachusetts.

In accordance with its Management Agreements with the Trust, LASC designs and
supervises a continuous investment program for the Trust, evaluates,
recommends, and monitors its Sub-Advisers' performance, investment programs,
and compliance with applicable laws and regulations, and recommends to the
Board of Trustees whether its Sub-Advisers' respective contracts should be
continued or modified and whether a new sub-adviser or multiple sub-advisers
should be added or deleted. LASC is also responsible for administering the
Trust's operations, including the provision of office space and equipment in
connection with the maintenance of the Trust's headquarters, preparation and
filing of required reports, arrangements for Trustees' and shareholders'
meetings, maintenance of the Trust's corporate books and records,
communications with shareholders, and oversight of custodial, accounting and
other services provided to the Funds by others. In accordance with its
Management Agreements with the Trust, LASC may, at its own expense, delegate
the performance of certain of its administrative responsibilities to its
affiliate LFC, or any of LFC's majority-owned subsidiaries. LASC has delegated
its administrative responsibilities to Colonial in accordance with this
authority. LASC, or its affiliates, pay all compensation of the Trust's
directors and officers who are employees of LASC or its affiliates.

The Trust may add funds that utilize the investment advisory services of more
than one portfolio adviser, whereby each portfolio adviser is responsible for
specified portions of the Funds' investments. LASC will be responsible for the
selection and supervision of such advisers and the allocation of the portions
of the assets among such advisers.

The Trust pays LASC management fees, accrued daily and paid monthly, at the
following maximum annual rates of the average daily net assets of the specified
Fund.

<TABLE>
<S> <C>
Growth and Income Fund 0.65%
Global Utilities Fund 0.65%
International Fund For Growth 0.90%
U.S. Stock Fund 0.80%
Strategic Income Fund 0.65%
Tiger Fund 0.90%
All-Star Fund 0.80%
</TABLE>

14
<PAGE>

LASC's Sub-Advisers

Colonial

Colonial, an investment adviser since 1931, is the Sub-Adviser of each of
Growth and Income Fund, International Fund For Growth, U.S. Stock Fund and
Strategic Income Fund. Colonial, whose principal business address is One
Financial Center, Boston, Massachusetts 02111, is an indirect wholly owned
subsidiary of LFC.

LASC, out of the management fees it receives from the Trust, pays Colonial
sub-advisory fees at the following annual rates of the average daily net assets
of the specified Fund:

Growth and Income Fund 0.45%
International Fund For Growth 0.70%
U.S. Stock Fund 0.60%
Strategic Income Fund 0.45%

Under the Colonial Sub-Advisory Agreements, Colonial manages the assets of the
respective Funds in accordance with their investment objectives, investment
programs, policies, and restrictions under the supervision of LASC and the
Board of Trustees. Colonial determines which securities and other instruments
are purchased and sold for each Fund. Colonial also provides transfer agency
and certain pricing and record keeping services for the Funds under separate
agreements.

Daniel Rie, Senior Vice President, Colonial, and director of Colonial's Equity
Group, has managed the Growth and Income Fund since its inception. Mr. Rie
manages The Colonial Fund, and has managed or co-managed various other Colonial
equity funds since 1986.

Mark Stoeckle has managed the U.S. Stock Fund since December, 1996. Mr.
Stoeckle is a Vice President of Colonial. He also manages the Colonial U.S.
Stock Fund. Prior to joining Colonial in 1996, Mr. Stoeckle was a portfolio
manager at Massachusetts Financial Services Company and an investment banker at
Bear, Stearns & Co., Inc.

Carl C. Ericson has managed the Strategic Income Fund since its inception. Mr.
Ericson, a Senior Vice President of Colonial and director of Colonial's Taxable
Fixed Income Group, has managed the Colonial Strategic Income Fund since 1991
and various other Colonial taxable income funds since 1985.

Bruno Bertocci and David Harris, each of whom is jointly employed by Colonial
and Stein Roe, have co-managed the International Fund For Growth since January
1, 1996. Prior to joining Stein Roe in May, 1995, each of Messrs. Bertocci and
Harris was employed by Rockefeller & Co., Inc., Mr. Bertocci as a Managing
Director and Mr. Harris as a Portfolio Manager.

Colonial utilizes the trading facilities of Stein Roe to place all orders for
the purchase and sale of portfolio securities, futures contracts and foreign
currencies for the International Fund For Growth. In selecting broker-dealers,
Colonial may direct Stein Roe to consider research and brokerage services
furnished to Colonial.

Stein Roe

Stein Roe is the Sub-Adviser of the Global Utilities Fund. Stein Roe, whose
principal address is One South Wacker Drive, Chicago, Illinois 60606, is an
indirect wholly owned subsidiary of LFC.

LASC, out of the management fees it receives from the Trust, pays Stein Roe a
sub-advisory fee at the annual rate of 0.45% of the average daily net assets of
the Global Utilities Fund.

Under the Stein Roe Sub-Advisory Agreement, Stein Roe manages the assets of the
Fund in accordance with its investment objective, investment program, policies,
and restrictions under the supervision of LASC and the Board of Trustees. Stein
Roe determines which securities and other instruments are purchased and sold
for the Fund.

Ophelia Barsketis, Senior Vice President of Stein Roe, co-manages the Global
Utilities Fund. Ms. Barsketis joined Stein Roe in 1983 and progressed through a
variety of equity analyst positions before assuming her current
responsibilities.

Deborah A. Jansen, Vice President and Senior Research Analyst for global and
domestic equities and global economic forecasting for Stein Roe, co-manages the
Global Utilities Fund. Ms. Jansen joined Stein Roe in 1987 and served as an
associate economist and senior economist before assuming her current
responsibilities. Ms. Jansen left Stein Roe in January, 1995 and returned to
her position as Vice President in March, 1996. From June 5, 1995 through June
30, 1995, Ms. Jansen was a Senior Equity Research Analyst for BancOne
Investment Advisers Corporation.

Newport

Newport is the Sub-Adviser of the Tiger Fund. Newport, whose principal address
is 580 California Street, Suite 1960, San Francisco, California 94104, is an
indirect wholly owned subsidiary of LFC.

LASC, out of the management fees it receives from the Trust, pays Newport a
sub-advisory fee at the annual rate of 0.70% of the average daily net assets of
the Tiger Fund.

Under the Newport Sub-Advisory Agreement, Newport manages the assets of the
Fund in accordance with its investment objective, investment program, policies,
and restrictions under the supervision of LASC and the Board of Trustees.
Newport determines which securities and other instruments are purchased and
sold for the Fund.

John M. Mussey and Thomas R. Tuttle, President and Senior Vice President,
respectively, of Newport, co-manage the Fund. Mr. Mussey has managed the
Colonial Newport Tiger Fund since 1989. (The Colonial Newport Tiger Fund is the
successor by merger to the Newport Tiger Fund, which commenced operations in
1989.) Mr. Tuttle has co-managed the Colonial Newport Tiger Fund since
November, 1995. Messrs. Mussey and Tuttle have been officers of Newport since
1984.

15
<PAGE>

LAMCO and LAMCO's Portfolio Managers

LAMCO is the Sub-Adviser of the All-Star Fund. LAMCO, whose principal address
is 600 Atlantic Avenue, 23rd Floor, Boston, Massachusetts 02210, is an indirect
wholly owned subsidiary of LFC.

LASC, out of the management fees it receives from the Trust, pays LAMCO a
sub-advisory fee at the annual rate of 0.60% of the average daily net assets of
the All-Star Fund.

LAMCO is party to LASC's Management Agreement with the Trust for the All-Star
Fund. Under the Management Agreement, LASC delegates investment management of
the Fund to LAMCO, in accordance with the Fund's investment objective,
investment program, policies and restrictions under the supervision of LASC and
the Board of Trustees. The Management Agreement further authorizes LAMCO to
recommend for appointment one or more Portfolio Managers pursuant to a
portfolio management agreement among the Trust, LAMCO and the applicable
Portfolio Manager. The Management Agreement provides that each Portfolio
Manager shall have full investment discretion and authority to make all
determinations with respect to the investment of the portion of the Fund's
assets assigned to such Portfolio Manager by LAMCO, in accordance with LAMCO's
multi-manager concept.

Pursuant to a separate portfolio management agreement with each Portfolio
Manager, LAMCO, out of the management fees it receives from LASC, pays each
such Portfolio Manager a fee at the annual rate of 0.30% of the average daily
net assets of that portion of the Fund's assets assigned to such Portfolio
Manager.

No one individual at LAMCO is responsible for LAMCO's investment management of
All-Star Fund.

Henry D. Cavanna, Managing Director of J.P. Morgan Investment Management, Inc.,
manages that portion of All-Star Fund's portfolio assigned to that firm.

John Lindenthal, Managing Director of Oppenheimer Capital, manages that portion
of All-Star Fund's portfolio assigned to that firm.

Roger B. Palley, President and Senior Investment Officer of Palley-Needelman
Asset Management, Inc., manages that portion of All-Star Fund's portfolio
assigned to that firm.

Susan M. Byrne, President and Chief Executive Officer of Westwood Management
Corp., manages that portion of All-Star Fund's portfolio assigned to that firm.

Mark A. Thompson, Chairman and Chief Investment Officer of Wilke/Thompson
Capital Management, Inc., manages that portion of All-Star Fund's portfolio
assigned to that firm.

The Trust and LAMCO have applied to the Securities and Exchange Commission for
an exemptive order that would permit LAMCO to enter into a new portfolio
management agreement with a new Portfolio Manager (whether or not in connection
with the replacement of an existing Portfolio Manager) and with an existing
Portfolio Manager (or its successor) following a transaction resulting in a
change of control of such Portfolio Manager without a vote of the shareholders
of the All-Star Fund. The application seeks an exemptive order permitting such
a new agreement, provided that the new agreement is at a fee no higher than
that provided in, and is on other terms and conditions substantially similar
to, the Fund's agreements with its other Portfolio Managers. Information
regarding the new Portfolio Manager will be sent to holders of VA contracts and
VLI policies within 90 days following the effective date of the change or
addition.

TRUST SERVICE ORGANIZATIONS

Custodian

As of the date of this Prospectus, (i) Boston Safe Deposit and Trust Company,
One Boston Place, Boston, Massachusetts 02109, is the custodian for each of the
Funds other than Tiger Fund and (ii) UMB, n.a., 928 Grand Ave., Kansas City,
Missouri 64141, is the custodian for Tiger Fund. The Board of Trustees has
approved the appointment of The Chase Manhattan Bank, 3 Chase Metro Tech
Center, 8th Floor, Brooklyn, New York 11245 to become the custodian for each of
the Funds. This change is expected to be completed not later than during the
first quarter of 1998. Foreign securities are maintained in the custody of
foreign branches of U.S. banks, foreign banks and foreign trust companies that
are members of the custodians' global custody network or foreign depositories
used by such members.

Independent Accountants: Price Waterhouse LLP

Price Waterhouse LLP, 160 Federal Street, Boston, Massachusetts 02110 are the
Trust's independent accountants.

OTHER CONSIDERATIONS

Expenses of the Funds

The Funds generally will pay all their expenses, other than those borne by
LASC, Colonial, Stein Roe, Newport, LAMCO and LAMCO's Portfolio Managers. LASC
has agreed to reimburse all expenses, including management fees, but excluding
interest, taxes, brokerage, and other expenses which are capitalized in
accordance with accepted accounting procedures, and extraordinary expenses,
incurred by (i) Growth and Income Fund, Global Utilities Fund, U.S. Stock Fund
and All-Star Fund in excess of 1.00% of average net asset value per annum, (ii)
each of International Fund For Growth and

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Tiger Fund in excess of 1.75% of average net asset value per annum and (iii)
Strategic Income Fund in excess of 0.80% of average net asset value per annum,
in each case for the period beginning May 1, 1997 until April 30, 1998.

The expenses payable by the Funds include, among other things, the management
fees payable to LASC, described above; fees for services of independent
accountants; consultant fees; legal fees; transfer agent, custodian and
portfolio record keeping and tax information services fees; fees for pricing
and record keeping services, and of equipment for communication among the
Funds' custodians, LASC, Colonial, Stein Roe, Newport, LAMCO, LAMCO's Portfolio
Managers and others; taxes and fees for the preparation of the Funds' tax
returns; brokerage fees and commissions; interest; costs of Board of Trustees
and shareholder meetings; cost of updates and printing of prospectuses and
reports to shareholders; fees for filing reports with regulatory bodies and the
maintenance of the Trust's existence; membership dues for industry trade
associations; fees to federal authorities for the registration of the shares of
the Funds; fees and expenses of Trustees who are not directors, officers,
employees or stockholders of LASC, Colonial, Stein Roe, Newport, LAMCO, LAMCO's
Portfolio Managers or their affiliates; insurance and fidelity bond premiums;
and other extraordinary expenses of a non-recurring nature.

It is the policy of the Trust that expenses directly charged or attributable to
any particular Fund will be paid from the assets of that Fund. General expenses
of the Trust will be allocated among and charged to the assets of each of the
Funds on a basis that the Board of Trustees deems fair and equitable, which may
be based on the relative assets of each Fund or the nature of the services
performed and their relative applicability to each Fund.

Purchases and Redemptions

The Participating Insurance Companies place daily orders to purchase and redeem
shares of each Fund based on, among other things, the net amount of purchase
payments to be invested and surrender and transfer requests to be effected on
that day pursuant to the VA contracts and VLI policies, including deductions
for fees and charges by the applicable insurance company separate account. The
Trust continuously offers and redeems shares at net asset value without the
addition of any selling commission, sales load or redemption charge. Shares are
sold and redeemed at their net asset value as next determined after receipt of
purchase payments or redemption requests, respectively, by the separate
accounts. Similarly, shares are sold or redeemed as a result of such other
transactions under the VA contracts and VLI policies at the net asset value
computed for the day on which such transactions are effected by the separate
accounts. The right of redemption may be suspended or payments postponed
whenever permitted by applicable law and regulations.

Investment Return

Average annual total returns for the Funds are calculated in accordance with
the Securities and Exchange Commission's formula and assume reinvestment of all
distributions. Other total returns differ from average annual total return only
in that they may relate to different time periods and may represent aggregate
as opposed to average annual total returns. A Fund's average annual total
return is determined by computing the annual percentage change in value of a
$1,000 investment in such Fund for a specified period, assuming reinvestment of
all dividends and distributions.

Performance information describes a Fund's performance for the period shown and
does not predict future performance. Comparison of a Fund's yield or total
return with those of alternative investments should consider differences
between the Fund and the alternative investments. A Fund's investment
performance figures do not reflect the cost of insurance and the separate
account fees and charges which vary with the VA contracts and VLI policies
offered through the separate accounts of the Participating Insurance Companies,
and which will decrease the return realized by a contract or policyholder.

Net Asset Value

The initial net asset value of each Fund (other than International Fund For
Growth and Tiger Fund) at the commencement of operations was established at
$10.00. The initial net asset value of each of International Fund For Growth
and Tiger Fund was established at $2.00. The net asset value per share of each
Fund is determined as of the close of regular trading on the New York Stock
Exchange ("NYSE") (currently 4:00 p.m., New York time). Net asset value per
share is calculated for each Fund by dividing the current market value of total
portfolio assets, less all liabilities (including accrued expenses), by the
total number of shares outstanding. Net asset value is determined on each day
when the NYSE is open, except on such days in which no order to purchase or
redeem shares is received. The NYSE is scheduled to be open Monday through
Friday throughout the year except for certain federal and other holidays.

All assets denominated in foreign currencies are converted to U.S. dollars. The
books and records of the Trust are recorded in U.S. dollars.

Fund securities are valued based on market quotations or, if such quotations
are not available, at fair market value determined in good faith under
procedures established by the Board of Trustees. Investments maturing in 60
days or less are valued at amortized cost.

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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 estimated expenses (including the advisory and
administrative fees). Income dividends will be declared and distributed
annually in the case of each Fund. 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 net asset value, as of the record date for the distributions.

Taxes

Each Fund intends to elect to be treated and to qualify as a "regulated
investment company" under Subchapter M of the Code. As a result of such
election, for any tax year in which a Fund meets the investment limitations and
the distribution, diversification and other requirements referred to below, to
the extent a Fund distributes its taxable net investment income and its net
realized long-term and short-term capital gains, that Fund will not be subject
to federal income tax, and the income of the Fund will be treated as the income
of its shareholders. Under current law, since the shareholders are life
insurance company "segregated asset accounts," they will not be subject to
income tax currently on this income to the extent such income is applied to
increase the values of VA contracts and VLI policies.

Among the conditions for qualification and avoidance of taxation at the Trust
level, Subchapter M imposes investment limitations, distribution requirements,
and requirements relating to the diversification of investments. The
requirements of Subchapter M may affect the investments made by each Fund. Any
of the applicable diversification requirements could require a sale of assets
of a Fund that would affect the net asset value of the Fund.

In addition, the Tax Reform Act of 1986 made certain changes to the tax
treatment of regulated investment companies, including the imposition of a
nondeductible 4% excise tax on certain undistributed amounts. To avoid this
tax, each Fund must declare and distribute to its shareholders by the end of
each calendar year at least 98% of ordinary income earned during that calendar
year and at least 98% of capital gain net income, net of carry-forward losses,
if any, realized for the twelve-month period ending October 31 of that year,
plus any remaining undistributed income from the prior year.

Pursuant to the requirements of Section 817(h) of the Code, the only
shareholders of the Trust and its Funds will be Participating Insurance
Companies and their separate accounts that fund VA contracts, VLI policies and
other variable insurance contracts and retirement plans. The prospectus that
describes a particular VA contract or VLI policy discusses the taxation of both
separate accounts and the owner of such contract or policy.

Each Fund intends to comply with the requirements of Section 817(h) of the Code
and the related regulations issued thereunder by the Treasury Department. These
provisions impose certain diversification requirements affecting the securities
in which the Funds may invest and other limitations. The diversification
requirements of Section 817(h) of the Code are in addition to the
diversification requirements under Subchapter M and the Investment Company Act
of 1940. The consequences of failure to meet the requirements of Section 817(h)
could result in taxation of the Participating Insurance Company offering the VA
contracts and VLI policies and immediate taxation of all owners of the
contracts and policies to the extent of appreciation on investment under the
contracts. The Trust believes it is in compliance with these requirements.

The Secretary of the Treasury may issue additional rulings or regulations that
will prescribe the circumstances in which a variable insurance contract owner's
control of the investments of a segregated asset account may cause such owner,
rather than the insurance company, to be treated as an owner of the assets of a
segregated asset account. It is expected that such regulations would have
prospective application. However, if a ruling or regulation were not considered
to set forth a new position, the ruling or regulation could have retroactive
effect.

The Trust therefore may find it necessary, and reserves the right to take
action to assure, that a VA contract or VLI policy continues to qualify as an
annuity or insurance contract under federal tax laws. The Trust, for example,
may be required to alter the investment objectives of any Fund or substitute
the shares of one Fund for those of another. No such change of investment
objectives or substitution of securities will take place without notice to the
contract and policy owners with interests invested in the affected Fund and
without prior approval of the Securities and Exchange Commission, or the
approval of a majority of such owners, to the extent legally required.

To the extent a Fund invests in foreign securities, investment income received
by the Fund from sources within foreign countries may be subject to foreign
income taxes withheld at the source. The United States has entered into tax
treaties with many foreign countries which entitle a Fund to a reduced tax or
exemption from tax on such income.

Gains and losses from foreign currency dispositions, foreign-currency
denominated debt securities and payables or receivables, and foreign currency
forward contracts are subject to special tax rules that generally cause them to
be recharacterized as ordinary income and losses, and may affect the timing and
amount of the Fund's recognition of income, gain or loss.

It is impossible to determine the effective rate of foreign tax in advance
since the amount of a Fund's assets, if any, to be invested

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<PAGE>

within various countries will fluctuate and the extent to which tax refunds
will be recovered is uncertain. The Funds intend to operate so as to qualify
for treaty-reduced tax rates where applicable.

The preceding is a brief summary of some relevant tax considerations. This
discussion is not intended as a complete explanation or a substitute for
careful tax planning and consultation with individual tax advisers.

Shareholder Communications

Owners of VA contracts and VLI policies, issued by the Participating Insurance
Companies or for which shares of one or more Funds are the investment vehicles,
receive from the Participating Insurance Company unaudited semi-annual
financial statements and audited year-end financial statements of such Funds
certified by the Trust's independent auditors. Each report shows the
investments owned by each Fund and provides other information about the Trust
and its operations. Copies of such reports may be obtained from the
Participating Insurance Company or the Secretary of the Trust.

Organization, Meetings, and Voting Rights

The Trust is organized as a Massachusetts business trust under an Agreement and
Declaration of Trust ("Declaration of Trust") dated March 4, 1993. The
Declaration of Trust may be amended by a vote of either the Trust's
shareholders or the Board of Trustees. The Trust is authorized to issue an
unlimited number of shares of beneficial interest without par value, in one or
more series as the Board of Trustees may authorize. Each Fund is a separate
series of the Trust.

Each share of a Fund is entitled to participate pro rata in any dividends and
other distributions declared by the Board of Trustees with respect to that
Fund, and all shares of a Fund have equal rights in the event of liquidation of
that Fund.

The Trust is not required to hold annual meetings and does not intend to do so.
However, special meetings may be called for purposes such as electing Trustees
or approving an amendment to an advisory contract. Shareholders receive one
vote for each Fund share. Shares of the Trust vote together except when
required to vote separately by Fund. Shareholders have the power to remove
Trustees and to call meetings to consider removal.

Under Massachusetts law, shareholders of a business trust may, under certain
circumstances, be held personally liable for the obligations of the Trust.
However, the Trust's Declaration of Trust disclaims liability of the
shareholders, the Trustees, or officers of the Trust for acts or obligations of
the Trust, which are binding only on the assets and property of the Trust (or
the applicable Fund thereof) and requires that notice of such disclaimer be
given in each agreement, obligation, or contract entered into or executed by
the Trust or the Board. The Declaration of Trust provides for indemnification
out of the Trust's assets (or the applicable Fund) for all losses and expenses
of any shareholder held personally liable for the obligations of the Trust.
Thus, the risk of a shareholder incurring financial loss on account of
shareholder liability is believed to be remote because it is limited to
circumstances in which the disclaimer is inoperative and the Trust itself is
unable to meet its obligations. The risk to any one Fund of sustaining a loss
on account of liabilities incurred by another Fund also is believed to be
remote.

Additional Information

This Prospectus, including the Statement of Additional Information which has
been incorporated by reference herein, does not contain all the information set
forth in the Registration Statement filed by the Trust with the Securities and
Exchange Commission under the Securities Act of 1933. Copies of the
Registration Statement may be obtained from the Commission or may be examined
at the office of the Commission in Washington, D.C.

OTHER INVESTMENT PRACTICES, RISK CONSIDERATIONS AND POLICIES OF THE FUNDS

A number of the investment policies and techniques referred to below are
subject to certain additional risks described more fully in the Statement of
Additional Information.

Short-Term Trading

In seeking each Fund's objective, the applicable portfolio manager will buy or
sell portfolio securities whenever it believes it is appropriate. Their
decisions will not generally be influenced by how long the Fund may have owned
the security. A Fund may buy securities intending to seek short-term trading
profits, subject to limitations imposed by the Code. A change in the securities
held by a Fund is known as "portfolio turnover" and generally involves some
expense to the Fund. These expenses may include brokerage commissions or dealer
mark-ups, custodian fees and other transaction costs on both the sale of
securities and the reinvestment of the proceeds in other securities.

As a result of a Fund's investment policies, under certain market conditions, a
Fund's portfolio turnover rate may be higher than that of other mutual funds.
Portfolio turnover rate for a fiscal year is the ratio of the lesser of
purchases or sales of portfolio

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<PAGE>

securities to the monthly average of the value of portfolio securities,
excluding securities whose maturities at acquisition were one year or less. A
100% turnover rate would occur if all of the securities in the portfolio were
sold and either repurchased or replaced within one year. Although the Funds
cannot predict portfolio turnover rate, it is estimated that, under normal
circumstances, the annual rate for each Fund will be no greater than 100%.
Global Utilities Fund and International Fund For Growth may have a higher rate
of turnover than the other Funds or alternative investment funds because of the
flexibility of their investment policies permitting shifts between different
types of investments and the use of aggressive strategies and investments.
Changes in All-Star Fund's Portfolio Managers and rebalancings of its portfolio
among the Portfolio Managers may result in higher portfolio turnover than would
otherwise be the case. The portfolio turnover rates of the Funds for the period
ended December 31, 1996 are shown under "FINANCIAL HIGHLIGHTS" above. A Fund's
portfolio turnover rate is not a limiting factor when the portfolio manager
considers a change in the Fund's portfolio.

Certain Investment Considerations Pertaining to Government Debt Securities

Each of Growth and Income Fund, Strategic Income Fund and U.S. Stock Fund may,
as part of its normal investment program, invest in U.S. Government Securities.
Similarly, each of International Fund For Growth and Strategic Income Fund may,
as part of its normal investment program, invest in foreign government debt
securities.

While U.S. Government Securities are considered virtually free of default risk,
their values nevertheless generally fluctuate inversely with changes in
interest rates. Further, U.S. Government Securities consisting of
mortgage-backed securities, CMOs or REMICs may decline in value more
substantially than comparable maturity treasury securities given an interest
rate increase, but may not increase in value as much given an interest rate
decline. See "Mortgage-Backed Securities" and "Collateralized Mortgage
Obligations (CMOs) and Real Estate Mortgage Investment Conduits (REMICs)"
below.

The values of foreign government debt securities generally fluctuate inversely
with changes in interest rates in the countries where the securities are
issued. Foreign government debt securities are also subject generally to the
additional special risks and other considerations pertaining to investments in
foreign securities discussed below under "Foreign Securities."

Cash Reserves and Repurchase Agreements

Each of the Funds may invest temporarily available cash in U.S. dollar
denominated money market instruments. Tiger Fund also may purchase foreign
currency denominated instruments. Such money market instruments will be limited
to high-quality securities rated within the two highest credit categories by
any nationally recognized securities rating organization or, if not rated, of
comparable investment quality as determined by the applicable portfolio
manager. Such domestic money market instruments may include: U.S. Government
securities; certificates of deposit; bankers' acceptances; bank time deposits;
commercial paper; short-term corporate debt securities; and repurchase
agreements with a securities dealer or bank. In these repurchase transactions,
the underlying security, which is held by the custodian through the federal
book-entry system for a Fund as collateral, will be marked to market on a daily
basis to ensure full collateralization of the repurchase agreement. In the
event of a bankruptcy or default of certain sellers of repurchase agreements, a
Fund could experience costs and delays in liquidating the underlying security
and might incur a loss if such collateral held declines in value during this
period. Not more than 15% of a Fund's total assets will be invested in
repurchase agreements maturing in more than seven days and other illiquid
assets.

Forward Commitments and When-Issued Securities; Dollar Roll Transactions

Each of Growth and Income Fund, Global Utilities Fund and Strategic Income Fund
may purchase securities on a when-issued, delayed delivery, or forward
commitment basis. When such transactions are negotiated, the price of such
securities is fixed at the time of the commitment, but delivery and payment for
the securities may take place up to 120 days after the date of the commitment
to purchase. The securities so purchased are subject to market fluctuation, and
no interest accrues to the purchaser during this period. When-issued securities
or forward commitments involve a risk of loss if the value of the security to
be purchased declines prior to the settlement date. Colonial and Stein Roe do
not believe that the net asset value or income of the Funds will be adversely
affected by the purchase of securities on a when-issued or forward commitment
basis. The Funds will not enter into such transactions for leverage (borrowing)
purposes.

Strategic Income Fund may enter into dollar roll transactions. A dollar roll
transaction involves a sale by the Fund of securities that it holds with an
agreement by the Fund to repurchase substantially similar securities at an
agreed upon price and date. During the period between the sale and repurchase,
the Fund will not be entitled to accrue interest and receive principal payments
on the securities sold. Dollar roll transactions involve the risk that the
market value of the securities sold by the Fund may decline below the
repurchase price of those securities. In the event the buyer of securities
under a dollar roll transaction files for bankruptcy or becomes insolvent, the
Fund's use of proceeds of the transaction may be restricted pending a
determination by or with respect to the other party.

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<PAGE>

Securities Lending

Each of Global Utilities Fund, U.S. Stock Fund and All-Star Fund may lend
portfolio securities to certain institutions (principally broker-dealers) that
the applicable portfolio manager considers qualified in order to increase
income. The loans will not exceed 30% of total assets. Securities lending
involves the risk of loss to the Fund if the borrower defaults.

Foreign Securities

Tiger Fund normally will remain fully invested in equity securities of
companies located in the Tiger countries. International Fund For Growth
normally invests primarily in foreign securities. Global Utilities Fund may
invest without limit in foreign securities. Similarly, Strategic Income Fund
may invest any portion of its assets in securities issued or guaranteed by
foreign governments. Growth and Income Fund also may invest in foreign
securities. Investments in foreign securities include sovereign risks and risks
pertaining to the local economy in the country or countries in which the
foreign issuer conducts business. Investments in foreign securities also
involve certain risks that are not typically associated with investing in
domestic issuers, including: (i) foreign securities traded for foreign
currencies and/or denominated in foreign currencies may be affected favorably
or unfavorably by changes in currency exchange rates and exchange control
regulations, and the Fund may incur costs in connection with conversions
between various currencies; (ii) less publicly available information about the
securities and about the foreign company or government issuing them; (iii) less
comprehensive accounting, auditing, and financial reporting standards,
practices, and requirements; (iv) securities markets outside the United States
may be less developed or efficient than those in the United States and
government supervision and regulation of those securities markets and brokers
and the issuers in those markets is less comprehensive than that in the United
States; (v) the securities of some foreign issuers may be less liquid and more
volatile than securities of comparable domestic issuers; (vi) settlement of
transactions with respect to foreign securities may sometimes be delayed beyond
periods customary in the United States; (vii) fixed brokerage commissions on
certain foreign securities exchanges and custodial costs with respect to
securities of foreign issuers generally exceed domestic costs; and (viii) with
respect to some countries, there is the possibility of unfavorable changes in
investment or exchange control regulations, expropriation, or confiscatory
taxation, taxation at the source of the income payment or dividend
distribution, difficulties in enforcing judgements, limitations on the removal
of funds or other assets of the Fund, political or social instability, or
diplomatic developments that could adversely affect United States investments
in those countries.

International Fund For Growth's investments in foreign securities may include
investments in countries whose economies or securities markets are not yet
highly developed. Special risks associated with these investments (in addition
to the considerations regarding foreign investments generally) may include,
among others, greater political uncertainties, an economy's dependence on
revenues from particular commodities or on international aid or development
assistance, currency transfer restrictions, highly limited numbers of potential
buyers for such securities and delays and disruptions in securities settlement
procedures. See "DESCRIPTION OF CERTAIN INVESTMENTS: Investments in Less
Developed Countries" in the Statement of Additional Information for a list of
the countries whose economies or securities markets currently are considered by
Colonial not to be highly developed. Normally no more than 40% of the Fund's
assets will be invested in such securities.

Foreign Currency Transactions. Transactions in foreign securities include
currency conversion costs. Tiger Fund, International Fund For Growth, Global
Utilities Fund, Strategic Income Fund and Growth and Income Fund may engage in
currency exchange transactions to convert currencies to or from U.S. dollars.
These Funds may purchase or sell foreign currencies on a spot or forward basis.
Such transactions will be entered into (i) to lock in a particular foreign
exchange rate pending settlement of a purchase or sale of a foreign security or
pending the receipt of interest, principal or dividend payments on a foreign
security held by the Fund, or (ii) to hedge against a decline in the value, in
U.S. dollars or in another currency, of a foreign currency in which securities
held by the Fund are denominated.

International Fund For Growth, Global Utilities Fund, and Strategic Income Fund
also may buy and sell currency futures contracts and options thereon for such
hedging purposes. Global Utilities Fund and Strategic Income Fund also may buy
or sell options on currencies for such hedging purposes.

The Funds will not attempt, nor would they be able, to eliminate all foreign
currency risk. The precise matching of foreign currency exchange transactions
and the portfolio securities generally will not be possible since the future
value of such securities in foreign currencies will change as a consequence of
market movements which cannot be precisely forecast. Currency hedging does not
eliminate fluctuations in the underlying prices of securities, but rather
establishes a rate of exchange at some future point in time. Although hedging
may lessen the risk of loss due to a decline in the value of the hedged
currency, it tends to limit potential gain from increases in currency values.

ADRs. With respect to equity securities, each of Tiger Fund, International Fund
For Growth, Global Utilities Fund, Growth and Income Fund, U.S. Stock Fund and
All-Star Fund may purchase structured and unstructured ADRs. ADRs are U.S.
dollar-denominated certificates issued by a United States bank or trust company
representing the right to receive securities of a foreign issuer deposited in a
domestic bank or foreign branch of that bank or a corresponding bank and traded
on a United States exchange or in an over-the-counter market. Generally, ADRs
are in registered form. There are no fees imposed on the purchase or sale of
ADRs when purchased from the issuing bank

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<PAGE>

or trust company in the initial underwriting, although the issuing bank or
trust company may impose charges for the collection of dividends and the
conversion of ADRs into the underlying securities. Investment in ADRs has
certain advantages over direct investment in the underlying foreign securities
since: (i) ADRs are U.S. dollar-denominated investments that are registered
domestically, easily transferable and for which market quotations are readily
available; and (ii) issuers whose securities are represented by ADRs are
subject to the same auditing, accounting, and financial reporting standards as
domestic issuers. Investments in ADRs, however, are otherwise subject to the
same general considerations and risks pertaining to foreign securities
described above.

See "DESCRIPTION OF CERTAIN INVESTMENTS: Investments in Less Developed
Countries;" "Foreign Currency Transactions;" "Forward Currency and Futures
Contracts;" "Currency Options;" "Settlement Procedures;" "Foreign Currency
Conversion;" and "Passive Foreign Investment Companies" in the Statement of
Additional Information for more information about foreign investments.

Mortgage-Backed Securities

Strategic Income Fund, Growth and Income Fund and U.S. Stock Fund may invest in
mortgage-backed securities, which are securities representing interests in
pools of mortgages. Principal and interest payments made on the mortgages in
the pools are passed through to the holder of such securities. Payment of
principal and interest on some mortgage-backed securities (but not the market
value of the securities themselves) may be guaranteed by the full faith and
credit of the U.S. Government (in the case of securities guaranteed by GNMA),
or guaranteed by agencies or instrumentalities of the U.S. Government (in the
case of securities guaranteed by the FNMA or FHLMC). Mortgage-backed securities
created by non-governmental issuers (such as commercial banks, savings and loan
institutions, private mortgage insurance companies, mortgage bankers, and other
secondary market issuers) may be supported by various forms of insurance or
guarantees, including individual loan, title, pool and hazard insurance and
letters of credit, which may be issued by governmental entities, private
insurers, or the mortgage poolers. The Funds will only invest in mortgage-
backed securities that are issued or guaranteed by governmental entities,
except that Strategic Income Fund also may invest in other mortgage-backed
securities if the underlying mortgages are guaranteed by a governmental agency.

Unscheduled or early repayment of principal on mortgage-backed securities
(arising from prepayment of principal due to the sale of the underlying
property, refinancing, or foreclosure, net of fees and costs which may be
incurred) may expose the Funds to a lower rate of return upon reinvestment of
principal. The Funds may only be able to invest prepaid principal at lower
yields. The prepayment of securities purchased at a premium may result in losses
equal to the premium. Like other fixed-income securities, when interest rates
rise, the value of a mortgage-related security generally will decline; however,
when interest rates are declining, the value of mortgage-related securities with
prepayment features may not increase as much as other fixed-income securities.
This is because the mortgages underlying the securities can be prepaid, and
prepayment rates tend to increase as interest rates decline (effectively
shortening the mortgage-backed security's maturity) and decrease as interest
rates rise (effectively lengthening the mortgage-backed security's maturity).

Strategic Income Fund also may invest in certificates representing undivided
interests in the interest or principal of mortgage-backed securities
(interest-only/principal-only securities). These securities tend to be more
volatile than other types of debt securities. The interest-only class involves
the risk of loss of the entire value of the investment if the underlying
mortgages are prepaid. In the case of principal-only class securities, the Fund
recognizes (accrues) as income for accounting purposes a portion of the
difference between purchase price and face value. Because the Fund includes
this accrued income in calculating its dividend even though it has not received
payment, the Fund may have to sell other investments to obtain cash needed to
make income distributions.

Collateralized Mortgage Obligations (CMOs) and Real Estate Mortgage Investment
Conduits (REMICs)

Strategic Income Fund, Growth and Income Fund and U.S. Stock Fund may invest in
CMOs and REMICs of investments grade or considered by Colonial to be of
comparable quality. U.S. Stock Fund may invest only in CMOs and REMICs which
are issued or guaranteed by the U.S. government or its agencies. CMOs and
REMICs are debt securities issued by special-purpose trusts collateralized by
underlying mortgage loans or pools of mortgage-backed securities guaranteed by
GNMA, FHLMC, or FNMA. CMOs and REMICs may be issued by agencies or
instrumentalities of the U.S. Government, or by private originators of, or
investors in mortgage loans, including depository institutions, mortgage banks,
investment banks and special-purpose subsidiaries of the foregoing.

22
<PAGE>

The Fund will not invest in the Residual class. Although the structures of CMOs
and REMICs vary greatly, monthly payments of principal, including prepayments,
typically are first returned to the investors holding the shortest maturity
class; investors holding longer maturity classes typically receive principal
payments only after the shorter class or classes have been retired. The Fund
may experience costs and delays in liquidating the collateral if the issuer
defaults or enters bankruptcy and may incur a loss. Principal on a REMIC, CMO
or other mortgage-backed security may be prepaid if the underlying mortgages
are prepaid. Because of the prepayment feature these investments may not
increase in value when interest rates fall. The Fund may be able to invest
prepaid principal only at lower yields. The prepayment of REMICs, CMOs or other
mortgage-backed securities purchased at a premium may result in losses equal to
the premium.

Certain Derivative Investments

As specified above under "THE FUNDS," certain Funds may invest in derivative
securities for certain specified purposes. These derivative securities include
U.S. and foreign stock and bond index futures contracts, U.S. and foreign
interest rate futures contracts, options on stock, bond and interest rate
futures contracts, and options on individual securities.

A financial futures contract creates an obligation by the seller to sell and
the purchaser to buy an amount of cash equal to a specified cash amount
multiplied by the difference between the value of a specified index (based on
stocks, bonds, or interest rates) at the contract's settlement date and the
benchmark index value at which the contract is made. A sale of a futures
contract can be terminated in advance of the settlement date by subsequently
purchasing a similar offsetting (opposite way) contract. Similarly, a purchase
of a futures contract can be terminated by a similar offsetting sale. Gain or
loss on a futures contract generally is realized upon such termination.

An option generally gives the option holder the right, but not the obligation,
to purchase or sell a specified security or futures contract prior to the
option's specified expiration date. A call option gives the option purchaser
the right to buy from the option seller (writer); a put option gives the option
purchaser the right to sell to the option writer. A Fund will pay a premium to
purchase an option, which will become a loss if the option expires unexercised.
A Fund will receive a premium from writing an option, which increases its
return if the option expires unexercised or is closed out at a profit. When a
Fund writes a call option, it may become obligated to sell the underlying
security at a below market price. Similarly, if a Fund writes a put option, it
may become obligated to buy the underlying security at an above market price.

With respect to each futures contract or call option purchased, the Fund will
set aside in a segregated account maintained with its custodian (or broker, if
legally permitted) cash or liquid securities in an amount equal to the market
value of the futures contract or option, less the initial margin deposit. A
Fund will write only "covered" options, meaning that, so long as the Fund is
obligated under the option, it must own the underlying security subject to the
option (or comparable securities satisfying the cover requirements of the
Securities and Exchange Commission) in the case of a call option written by the
Fund, or maintain in a segregated account with the Fund's custodian cash or
liquid securities with a value sufficient at all times to cover its obligations
under put options written by it.

Transactions in futures and options may not precisely achieve the goals of
hedging, gaining or maintaining market exposure or increasing returns, as
applicable, to the extent there is an imperfect correlation between the price
movements of the futures contracts or options and of the underlying securities.
In addition, if the portfolio manager's prediction on stock or bond market
movements or changes in interest rates is inaccurate, the Fund may be worse off
than if it had not used such derivative investment techniques.

For more information on these derivative investments, see "DESCRIPTION OF
CERTAIN INVESTMENTS: Futures Contracts and Related Options" and "--Options on
Securities" in the Statement of Additional Information.

Zero-Coupon Bonds; Pay-In-Kind Securities

Global Utilities Fund and Strategic Income Fund may invest in zero-coupon
bonds. Such bonds may be issued directly by agencies and instrumentalities of
the U.S. Government or by private corporations. Zero-coupon bonds may originate
as such or may be created by stripping an outstanding bond. Zero-coupon bonds
do not make regular interest payments. Instead, they are sold at a deep
discount from their face value. Because a zero-coupon bond does not pay current
income, its price can be very volatile when interest rates change. In
calculating its dividend, the Fund takes into account as income a portion of
the difference between a zero-coupon bond's purchase price and its face value.
Thus, the Fund may have to sell other investments to obtain cash needed to make
income distributions.

Global Utilities Fund also may invest in pay-in-kind securities. Such
securities pay interest, typically at the issuer's option, in additional
securities instead of cash. Similar to zero-coupon bonds, the Fund accrues
interest paid in kind and may have to sell other investments to raise the cash
needed to make income distributions.

23
<PAGE>

High Yield, High Risk Bonds

Strategic Income Fund may invest a significant portion of its assets in lower
rated bonds (commonly referred to as "junk bonds") which are regarded as
speculative as to payment of principal and interest. Relative to comparable
securities of higher quality:

1. The market price is likely to be more volatile because:

a. an economic downturn or increased interest rates may have a more
significant effect on the yield, price and potential for default;

b. the secondary market may at times become less liquid or respond to adverse
publicity or investor perceptions, increasing the difficulty in
valuing or disposing of the bonds;

c. existing or future legislation limits and may further limit (i) investment
by certain institutions and (ii) tax deductibility of the interest
by the issuer, which may adversely affect value; and

d. certain high yield, high risk bonds do not pay interest in cash on a
current basis. However, the Fund will accrue and distribute this
interest on a current basis, and may have to sell securities to
generate cash for distributions.

2. The Fund's achievement of its investment objectives in respect of
investments in high yield, high risk bonds is more dependent on Colonial's
credit analysis.

3. High yield, high risk bonds are less sensitive to interest rate changes but
are more sensitive to adverse economic developments.

Leverage Risks Associated with Certain Investment Techniques

Certain investment techniques used by the Funds and described above may present
additional risks associated with the use of leverage. These techniques are
forward commitments and the purchase of securities on a when-issued basis, the
purchase and sale of foreign currency on a forward basis, the purchase and sale
of certain futures contracts and options thereon, and the purchase and sale of
certain options. Leverage may magnify the effect on Fund shares of fluctuations
in the values of the securities underlying these transactions. In accordance
with Securities and Exchange Commission pronouncements, to reduce (but not
necessarily eliminate) leverage, the Fund will either "cover" its obligations
under such transactions by holding the securities or other commodities (or
rights to acquire the securities or such commodities) it is obligated to
deliver under such transactions, or deposit and maintain in segregated account
with its custodian cash, liquid securities, or securities denominated in the
particular foreign currency, equal in value to the Fund's obligations under
such transactions.

Certain Policies to Reduce Risk

Each Fund has adopted certain fundamental investment policies in managing its
portfolio that are designed to maintain the portfolio's diversity and reduce
risk. Each Fund will not: (i) with respect to 75% of its total assets, invest
in more than 10% of its outstanding voting securities of any one issuer or
invest more than 5% of its total assets in the securities of any one issuer; or
(ii) borrow money except temporarily from banks to facilitate redemption
requests that might otherwise require untimely disposition of portfolio
securities and in amounts not exceeding 10% of each Fund's total assets.
Limitation (i) does not apply to the International Fund For Growth or, in the
case of the other Funds, to U.S. Government Securities. The investment policies
described above in this paragraph are fundamental and may be changed for a
Fund only by approval of that Fund's shareholders.

It is the policy of each Fund that when its portfolio manager(s) deem a
temporary defensive position advisable, the Fund may invest, without limitation
(i.e., up to 100% of its assets), in high-quality fixed-income securities, or
hold assets in cash or cash equivalents, to the extent such portfolio managers
believe such alternative investments to be less risky than those securities in
which the Fund normally invests.

Additional investment restrictions are set forth in the Statement of Additional
Information.

CHANGES TO INVESTMENT OBJECTIVES AND NON-FUNDAMENTAL POLICIES

The Funds may not always achieve their investment objectives. The Funds'
investment objectives and non-fundamental policies may be changed without
shareholder approval. The holders of VA Contracts and VLI Policies will be
notified in connection with any material change in a Fund's investment
objective. A Fund's fundamental investment policies listed in the Statement of
Additional Information cannot be changed without shareholder majority approval.

24
<PAGE>

APPENDIX A

Description of Bond Ratings

The ratings of certain debt instruments in which one or more of the Funds may
invest are described below:

Standard and Poor's Corporation--Bond Ratings

AAA bonds have the highest rating assigned by S&P. Capacity to pay interest and
repay principal is extremely strong.

AA bonds have a very strong capacity to pay interest and repay principal, and
they differ from AAA only in small degree.

A bonds have a strong capacity to pay interest and repay principal, although
they are somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than debt in higher rated categories.

BBB bonds are regarded as having an adequate capacity to pay interest and repay
principal. Whereas they normally exhibit adequate protection parameters,
adverse economic conditions or changing circumstances are more likely to lead
to a weakened capacity to pay interest and repay principal than for bonds in
the A category.

BB, B, CCC and CC bonds are regarded, on balance, as predominantly speculative
with respect to capacity to pay interest and repay principal in accordance with
the terms of the obligation. BB indicates the lowest degree of speculation and
CC the highest degree. While such debt will likely have some quality and
protective characteristics, these are outweighed by large uncertainties or
large exposures to adverse conditions.

C ratings are reserved for income bonds on which no interest is being paid.

D bonds are in default, and payment of interest and/or principal is in arrears.

Plus (+) or minus (-) are modifiers relative to the standing within the major
rating categories.

Moody's Investors Service, Inc.--Bond Ratings

Aaa bonds are judged to be of the best quality. They carry the smallest degree
of investment risk and are generally referred to as "gilt edge". Interest
payments are protected by a large or by an exceptionally stable margin and
principal is secure. While various protective elements are likely to change,
such changes as can be visualized are most unlikely to impair the fundamentally
strong position of such issues.

Aa bonds are judged to be of high quality by all standards. Together with Aaa
bonds they comprise what are generally known as high grade bonds. They are
rated lower than the best bonds because margins of protection may not be as
large as in Aaa securities or fluctuation of protective elements may be of
greater amplitude or there may be other elements present which make the
long-term risks appear somewhat larger than in Aaa securities. Those bonds in
the Aa through B groups which Moody's believes possess the strongest investment
attributes are designated by the symbol Aa1, A1 and Baa1.

A bonds possess many favorable investment attributes and are to be considered
as upper medium grade obligations. Factors giving security to principal and
interest are considered adequate, but elements may be present which suggest a
susceptibility to impairment sometime in the future.

Baa bonds are considered as medium grade obligations, i.e., they are neither
highly protected nor poorly secured. Interest payments and principal security
appear adequate for the present but certain protective elements may be lacking
or may be characteristically unreliable over any great length of time. Such
bonds lack outstanding investment characteristics and in fact have speculative
characteristics as well.

Ba bonds are judged to have speculative elements; their future cannot be
considered as well secured. Often the protection of interest and principal
payments may be very moderate and thereby not well safeguarded during both good
and bad times over the future. Uncertainty of position characterizes bonds in
this class.

B bonds generally lack characteristics of the desirable investment. Assurance
of interest and principal payments or of maintenance of other terms of the
contract over any long period of time may be small.

Caa bonds are of poor standing. Such issues may be in default or there may be
present elements of danger with respect to principal or interest.

Ca bonds represent obligations which are speculative in a high degree. Such
issues are often in default or have other marked shortcomings.

C bonds are the lowest rated class of bonds and issues so rated can be regarded
as having extremely poor prospects of ever attaining any real investment
standing.

A-1
<PAGE>

APPENDIX B

Colonial Strategic Income Fund, Variable Series -- Schedule of Portfolio Asset
Composition by Rating For 1996

<TABLE>
<CAPTION>
Month
-----------------------------------------------------
January February March April May
Rating --------- ---------- ---------- ---------- ----------
(percentage of portfolio)
-----------------------------------------------------
<S> <C> <C> <C> <C> <C>
Aaa/AAA 44.0% 45.8% 41.7% 44.7% 40.7%
Aa/AA ... 8.3% 8.1% 8.5% 8.6% 13.0%
A/A ...... 0.0% 0.0% 0.0% 0.0% 0.0%
Baa/BBB 1.8% 1.7% 1.7% 0.0% 0.0%
Ba/BB ... 11.1% 10.6% 10.8% 11.1% 10.2%
B/B ...... 32.8% 31.7% 34.4% 32.9% 33.4%
Caa/CCC 2.0% 2.0% 2.8% 2.7% 2.7%
Ca/CC ... 0.0% 0.0% 0.0% 0.0% 0.0%
C ...... 0.0% 0.0% 0.0% 0.0% 0.0%
D ...... 0.0% 0.0% 0.0% 0.0% 0.0%
Unrated 0.0% 1.4% 0.0% 0.0% 0.0%
------ ------ ------ ------ ------
Total ... 100.0% 100.0% 100.0% 100.0% 100.0%
====== ====== ====== ====== ======

<CAPTION>
Month
-------------------------------------------------------------------------
June July August September October November December
Rating ---------- ---------- -------- ----------- --------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Aaa/AAA 40.0% 44.1% 41.3% 38.7% 34.3% 36.3% 37.0%
Aa/AA ... 13.1% 11.9% 16.3% 19.1% 19.5% 19.4% 19.0%
A/A ...... 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Baa/BBB 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Ba/BB ... 9.5% 9.8% 9.4% 8.9% 9.4% 9.9% 9.6%
B/B ...... 34.1% 30.8% 29.9% 30.3% 33.9% 30.4% 30.4%
Caa/CCC 3.4% 3.3% 3.1% 3.0% 3.0% 4.0% 4.0%
Ca/CC ... 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
C ...... 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
D ...... 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Unrated 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
------ ------ ------ ------ ------ ------ ------
Total ... 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%
====== ====== ====== ====== ====== ====== ======
</TABLE>

<TABLE>
<CAPTION>
1996
(percentage of portfolio)
Rating --------------------------
<S> <C>
Aaa/AAA ...... 40.7%
Aa/AA ......... 13.7%
A/A ......... 0.0%
Baa/BBB ...... 0.4%
Ba/BB ......... 10.0%
B/B ......... 32.1%
Caa/CCC ...... 3.0%
Ca/CC ......... 0.0%
C ............ 0.0%
D ............ 0.0%
Unrated ...... 0.0%
------
Total ......... 100.0%
======
</TABLE>

B-1
<PAGE>

<PAGE>

COLONIAL U.S. STOCK FUND, VARIABLE SERIES
a series of
Liberty Variable Investment Trust
Federal Reserve Plaza
600 Atlantic Avenue
Boston, Massachusetts 02210

- --------------------------------------------------------------------------------

Colonial U.S. Stock Fund, Variable Series ("Fund") is a series of Liberty
Variable Investment Trust ("Trust"). The Trust is an open-end management
investment company. The Fund seeks long-term capital growth by investing
primarily in large capitalization equity securities.

There is no assurance that the objective of the Fund will be realized.

- --------------------------------------------------------------------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

- --------------------------------------------------------------------------------

This Prospectus contains information about the Fund that a prospective investor
should know before applying for certain variable annuity contracts and variable
life insurance policies offered by separate accounts of insurance companies
investing in the Fund. Please read it carefully and retain it for future
reference.

Additional facts about the Fund are included in a Statement of Additional
Information dated November 15, 1997, incorporated herein by reference, which
has been filed with the Securities and Exchange Commission. For a free copy
write to Liberty Financial Investments, Inc. at One Financial Center, Boston,
Massachusetts 02111 or other broker-dealers offering the variable annuity
contracts and variable life insurance policies of Participating Insurance
Companies (as such term is defined in this Prospectus).

- --------------------------------------------------------------------------------

SHARES OF THE FUND ARE AVAILABLE AND ARE BEING MARKETED EXCLUSIVELY AS A POOLED
FUNDING VEHICLE FOR VARIABLE ANNUITY CONTRACTS ("VA CONTRACTS") AND VARIABLE
LIFE INSURANCE POLICIES ("VLI POLICIES") OF PARTICIPATING INSURANCE COMPANIES.

- --------------------------------------------------------------------------------

The date of this Prospectus is November 15, 1997

NOT
FDIC- May lose value
INSURED No bank guarantee

<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
-----
<S> <C>
THE FUND ............................................. 3

FINANCIAL HIGHLIGHTS ................................. 4

HOW THE FUND INVESTS ................................. 5

FUND MANAGEMENT ORGANIZATIONS ........................ 5
The Trustees ....................................... 5
The Manager: Liberty Advisory Services Corp.
(LASC) .......................................... 5
LASC's Sub-Adviser ................................. 5

FUND SERVICE ORGANIZATIONS ........................... 6
Custodian .......................................... 6
Independent Accountants: Price Waterhouse LLP ...... 6

OTHER CONSIDERATIONS ................................. 6
Expenses of the Fund .............................. 6
Purchases and Redemptions ........................... 6
Investment Return ................................. 6
Net Asset Value .................................... 7
Distributions ....................................... 7
Taxes ............................................. 7
Shareholder Communications ........................ 8
Organization, Meetings, and Voting Rights ......... 8
Additional Information .............................. 8

OTHER INVESTMENT PRACTICES, RISK
CONSIDERATIONS AND POLICIES OF THE FUND ............ 9
Short-Term Trading ................................. 9
Certain Investment Considerations Pertaining to
Government Debt Securities ........................ 9
Cash Reserves and Repurchase Agreements ............ 9
Securities Lending ................................. 9
Foreign Securities ................................. 9
Mortgage-Backed Securities ........................... 10
Collateralized Mortgage Obligations (CMOs) and
Real Estate Mortgage Investment Conduits
(REMICs) .......................................... 10
Certain Policies to Reduce Risk ..................... 11

CHANGES TO INVESTMENT OBJECTIVE AND
NON-FUNDAMENTAL POLICIES ........................ 11
</TABLE>

<PAGE>

THE FUND

The Fund is one of a series of separate portfolios of the Trust. The Trust is
an open-end management investment company currently consisting of seven series.
The Fund is a diversified fund. The Trust issues shares of beneficial interest
in the Fund that represent interests in a separate portfolio of securities and
other assets. The Trust may add or delete series from time to time.

The Fund is a funding vehicle for variable annuity contracts ("VA contracts")
and variable life insurance policies ("VLI policies") offered by the separate
accounts of life insurance companies ("Participating Insurance Companies").
Certain Participating Insurance Companies are affiliated with the adviser to
the Fund.

The Participating Insurance Companies and their separate accounts are the
shareholders or investors ("shareholders") of the Fund. Owners of VA contracts
and owners of VLI policies invest in sub-accounts of separate accounts of the
Participating Insurance Companies that, in turn, invest in the Fund.

The prospectuses of the separate accounts of the Participating Insurance
Companies describe which Funds are available to the separate accounts offering
the VA contracts and VLI policies. The Trust assumes no responsibility for
those prospectuses. However, Liberty Advisory Services Corp. ("LASC") and the
Board of Trustees of the Trust ("Board of Trustees") monitor events to identify
any material conflicts that may arise between the interests of the
Participating Insurance Companies or between the interests of owners of VA
contracts and VLI policies. The Fund currently does not foresee any
disadvantages to the owners of VA contracts and VLI policies arising from the
fact that certain interests of the owners may differ. The Statement of
Additional Information contains additional information regarding such differing
interests and related risks.

LASC provides investment management and advisory services to the Fund pursuant
to its Management Agreements with the Trust.

Colonial Management Associates, Inc. ("Colonial") sub-advises the Fund pursuant
to a separate Sub-Advisory Agreement (the "Colonial Sub-Advisory Agreement")
with the Fund and LASC.

LASC has delegated various administrative matters to Colonial. Colonial also
provides transfer agency and pricing and record keeping services to the Fund.
Liberty Financial Investments, Inc. ("LFII") serves as the principal
underwriter of the Fund with respect to sales of Fund shares to separate
accounts of Participating Insurance Companies which are not affiliated with
LASC.

LASC, Colonial and LFII are wholly-owned indirect subsidiaries of Liberty
Financial Companies, Inc. ("LFC"). As of October 31, 1997, approximately 74.7%
of the combined voting power of LFC's issued and outstanding voting stock was
held, indirectly, by Liberty Mutual Insurance Company ("Liberty Mutual").
Liberty Life is a subsidiary of Liberty Mutual.

3
<PAGE>

FINANCIAL HIGHLIGHTS

The table below presents certain financial information for the Fund for the
period beginning with the Fund's commencement of operations July 5, 1994 and
ended June 30, 1997. The information through the fiscal year ended December 31,
1996 has been audited and reported on by the Fund's independent accountants,
Price Waterhouse LLP, whose report thereon appears in the Fund's annual report
to shareholders for the fiscal year ended December 31, 1996 (which may be
obtained without charge from LFII or from the Participating Insurance Company
issuing the applicable VA contract or VLI policy) and is incorporated by
reference into the Statement of Additional Information. The information for the
six-month period ended June 30, 1997 is unaudited. The Fund's total return
presented below does not reflect the cost of insurance and other insurance
company separate account charges which vary with the VA contracts and VLI
policies offered through the separate accounts of Participating Insurance
Companies.

<TABLE>
<CAPTION>
(Unaudited)
Six Months
Ended
June 30,
---------------
1997
---------------
<S> <C>
Per share operating performance:
Net asset value, beginning of period ..................... $ 14.22
----------
Net investment income (a) ................................. 0.09
Net realized and unrealized gains on investments (a) ...... 2.61
----------
Total from investment operations ........................... 2.70
----------
Less distributions from:
Dividends from net investment income ..................... --
Dividends from net realized gains on investments ......... --
----------
Total distributions ....................................... --
----------
Net asset value, end of period ........................... $ 16.92
==========
Total return:
Total investment return (c) .............................. 18.99%**
Ratios/supplemental data:
Net assets, end of period (000) ........................... $ 77,835
Ratio of net expenses to average net assets ............... 0.95%*(e)
Ratio of net investment income to average net assets ...... 1.18%*(e)
Portfolio turnover ratio ................................. 19%**
Average commission rate (f) .............................. $ 0.0421

<CAPTION>
Year Ended December 31,
-------------------------------------------------------------
1996 1995 1994***
--------------- ----------------------- ---------------------
<S> <C> <C> <C>
Per share operating performance:
Net asset value, beginning of period ..................... $ 12.36 $ 10.27 $ 10.00
---------- --------------- --------------
Net investment income (a) ................................. 0.19 0.21 0.09
Net realized and unrealized gains on investments (a) ...... 2.52 2.84 0.35
---------- --------------- --------------
Total from investment operations ........................... 2.71 3.05 0.44
---------- --------------- --------------
Less distributions from:
Dividends from net investment income ..................... (0.17) (0.16) (0.11)
Dividends from net realized gains on investments ......... (0.68) (0.80) (0.06)
---------- --------------- --------------
Total distributions ....................................... (0.85) (0.96) (0.17)
---------- --------------- --------------
Net asset value, end of period ........................... $ 14.22 $ 12.36 $ 10.27
========== =============== ==============
Total return:
Total investment return (c) .............................. 21.84% 29.70%(b) 4.40%(b)**
Ratios/supplemental data:
Net assets, end of period (000) ........................... $ 60,855 $ 43,017 $ 15,373
Ratio of net expenses to average net assets ............... 0.95%(e) 1.00%(d)(e) 1.00%(d)*
Ratio of net investment income to average net assets ...... 1.39%(e) 1.72%(b)(e) 2.16%(b)*
Portfolio turnover ratio ................................. 77% 115% 52%**
Average commission rate (f) .............................. $ 0.0395 -- --
</TABLE>

- ----------------
* Annualized
** Not Annualized
*** For the period from the commencement of operations (July 5, 1994) to
December 31, 1994.

(a) Per share data was calculated using average shares outstanding during the
period.
(b) Computed giving effect to LASC's expense limitation undertaking.
(c) Total return at net asset value assuming all distributions reinvested.
(d) If the Fund had paid all of its expenses and there had been no
reimbursement from LASC, these ratios would have been 1.07% and 1.64%
(annualized), respectively.
(e) The benefits derived from custody credits and directed brokerage
arrangements had no impact. Prior years' ratios are net of benefits
received, if any.
(f) For fiscal years beginning on or after September 1, 1995, a fund is
required to disclose its average commission rate per share for trades on
which commissions are charged.

Further information about the performance of the Fund is contained in the
Fund's annual report to shareholders for the period ended December 31, 1996,
which may be obtained without charge from LFII or from the Participating
Insurance Company issuing the applicable VA contract or VLI policy.

4
<PAGE>

HOW THE FUND INVESTS

All investments, including mutual funds, have risks, and no one mutual fund is
suitable for all investors. No one Fund by itself constitutes a complete
investment program. The net asset value of the shares of the Fund will vary
with market conditions and there can be no guarantee that the Fund will achieve
its investment objective.

The Fund and its investment objective and policies are described below. Certain
additional investment policies and techniques of the Fund are described under
"OTHER INVESTMENT PRACTICES, RISK CONSIDERATIONS AND POLICIES OF THE FUND"
below.

More information about the portfolio securities in which the Fund invests,
including certain risks and investment limitations, is provided in the
Statement of Additional Information.

Investment Objective. The Fund seeks long-term capital growth by investing
primarily in large capitalization equity securities.

Investment Program. The Fund normally invests at least 65% of its total assets
in common stock of U.S. companies with equity market capitalizations at the time
of purchase in excess of $3 billion. Up to 35% of total assets may be invested
in common stock of U.S. companies with equity market capitalizations at the time
of purchase between $1 billion and $3 billion. Up to 10% of total assets may be
invested in ADRs. Up to 10% of total assets may be invested in any combination
of (i) convertible debt securities (i.e., debt securities that are convertible
into common stock at the holder's option), (ii) investment grade corporate debt
securities (i.e., rated investment grade by at least two nationally recognized
rating agencies), and (iii) debt securities issued or guaranteed by the U.S.
Government or its agencies (including mortgage-backed securities, collateralized
mortgage obligations ("CMOs") and real estate mortgage investment conduits
("REMICs"). The Fund will purchase equity securities that Colonial believes have
superior earnings and value characteristics selected from a universe which meets
certain guidelines for liquidity and available investment information.
Quantitative standards, designed to identify above average intrinsic value
relative to price and favorable earnings trends, are used as the core of the
process. Fundamental company analysis is then used to select securities. The
Fund will not concentrate more than 25% of its total assets in any one industry.

FUND MANAGEMENT ORGANIZATIONS

The Trustees

The business of the Trust and the Fund is supervised by the Trust's Board of
Trustees. The Statement of Additional Information contains the names of and
biographical information on the Trustees.

The Manager: Liberty Advisory Services Corp. (LASC)

LASC, 125 High Street, Boston Massachusetts 02110, is the manager of the Fund.
LASC was incorporated on January 8, 1993 under the laws of the Commonwealth of
Massachusetts.

In accordance with its Management Agreement with the Fund, LASC designs and
supervises a continuous investment program for the Fund, evaluates, recommends,
and monitors its Sub-Advisor's performance, investment program, and compliance
with applicable laws and regulations, and recommends to the Board of Trustees
whether its Sub-Advisor's contract should be continued or modified and whether
a new sub-adviser or multiple sub-advisers should be added or deleted. LASC is
also responsible for administering the Fund's operations, including the
provision of office space and equipment in connection with the maintenance of
the Fund's headquarters, preparation and filing of required reports,
arrangements for Trustees' and shareholders' meetings, maintenance of the
Fund's corporate books and records, communications with shareholders, and
oversight of custodial, accounting and other services provided to the Fund by
others. In accordance with its Management Agreement with the Fund, LASC may, at
its own expense, delegate the performance of certain of its administrative
responsibilities to its affiliate LFC, or any of LFC's majority-owned
subsidiaries. LASC has delegated its administrative responsibilities to
Colonial in accordance with this authority. LASC, or its affiliates, pay all
compensation of the Fund's directors and officers who are employees of LASC or
its affiliates.

The Trust pays LASC a management fee, accrued daily and paid monthly, at a
maximum annual rate of 0.80% of the average daily net assets of the Fund.

LASC's Sub-Adviser

Colonial

Colonial, an investment adviser since 1931, is the Sub-Adviser of the Fund.
Colonial, whose principal business address is One Financial Center, Boston,
Massachusetts 02111, is a wholly-owned indirect subsidiary of LFC.

LASC, out of the management fee it receives from the Fund, pays Colonial
sub-advisory fees at the annual rate of 0.60% of the average daily net assets
of the specified Fund.

Under the Colonial Sub-Advisory Agreements, Colonial manages the assets of the
Fund in accordance with its investment objective, investment programs,
policies, and restrictions under the supervision of LASC and the Board of
Trustees. Colonial determines which securities and other instruments are
purchased and sold for the Fund. Colonial also provides transfer agency and
certain pricing and record keeping services for the Fund under a separate
agreement.

5
<PAGE>

Mark Stoeckle has managed the Fund since December, 1996. Mr. Stoeckle is a Vice
President of Colonial. He also manages the Colonial U.S. Stock Fund. Prior to
joining Colonial in 1996, Mr. Stoeckle was a portfolio manager at Massachusetts
Financial Services Company and an investment banker at Bear, Stearns & Co.,
Inc.

FUND SERVICE ORGANIZATIONS

Custodian

As of the date of this Prospectus, Boston Safe Deposit and Trust Company, One
Boston Place, Boston, Massachusetts 02109, is the custodian for the Fund. The
Board of Trustees has approved the appointment of The Chase Manhattan Bank, 4
Chase Metro Tech Center, Brooklyn, New York 11245 to become the custodian for
the Fund. This change is expected to be completed not later than during the
first quarter of 1998. Foreign securities are maintained in the custody of
foreign branches of U.S. banks, foreign banks and foreign trust companies that
are members of the custodian's global custody network or foreign depositories
used by such members.

Independent Accountants: Price Waterhouse LLP

Price Waterhouse LLP, 160 Federal Street, Boston, Massachusetts 02110 are the
Fund's independent accountants.

OTHER CONSIDERATIONS

Expenses of the Fund

The Fund generally will pay all its expenses, other than those borne by LASC
and Colonial. LASC has agreed to reimburse all expenses, including management
fees, but excluding interest, taxes, brokerage, and other expenses which are
capitalized in accordance with accepted accounting procedures, and
extraordinary expenses, incurred by the Fund in excess of 1.00% of average net
asset value per annum, for the period beginning May 1, 1997 until April 30,
1998.

The expenses payable by the Fund include, among other things, the management
fee payable to LASC, described above; fees for services of independent
accountants; consultant fees; legal fees; transfer agent, custodian and
portfolio record keeping and tax information services fees; fees for pricing
and record keeping services, and of equipment for communication among the
Fund's custodian, LASC, Colonial and others; taxes and fees for the preparation
of the Fund's tax returns; brokerage fees and commissions; interest; costs of
Board of Trustees and shareholder meetings; cost of updates and printing of
prospectuses and reports to shareholders; fees for filing reports with
regulatory bodies and the maintenance of the Fund's existence; membership dues
for industry trade associations; fees to federal authorities for the
registration of the shares of the Fund; fees and expenses of Trustees who are
not directors, officers, employees or stockholders of LASC, Colonial or their
affiliates; insurance and fidelity bond premiums; and other extraordinary
expenses of a non-recurring nature.

It is the policy of the Trust that expenses directly charged or attributable to
the Fund will be paid from the assets of the Fund. General expenses of the
Trust will be allocated among and charged to the assets of each series of the
Trust, including the Fund, on a basis that the Board of Trustees deems fair and
equitable, which may be based on the relative assets of each series or the
nature of the services performed and their relative applicability to each
series.

Purchases and Redemptions

The Participating Insurance Companies place daily orders to purchase and redeem
shares of the Fund based on, among other things, the net amount of purchase
payments to be invested and surrender and transfer requests to be effected on
that day pursuant to the VA contracts and VLI policies, including deductions
for fees and charges by the applicable insurance company separate account. The
Fund continuously offers and redeems shares at net asset value without the
addition of any selling commission, sales load or redemption charge. Shares are
sold and redeemed at their net asset value as next determined after receipt of
purchase payments or redemption requests, respectively, by the separate
accounts. Similarly, shares are sold or redeemed as a result of such other
transactions under the VA contracts and VLI policies at the net asset value
computed for the day on which such transactions are effected by the separate
accounts. The right of redemption may be suspended or payments postponed
whenever permitted by applicable law and regulations.

Investment Return

6
<PAGE>

annual total return is determined by computing the annual percentage change in
value of a $1,000 investment in the Fund for a specified period, assuming
reinvestment of all dividends and distributions.

Performance information describes the Fund's performance for the period shown
and does not predict future performance. Comparison of the Fund's yield or
total return with those of alternative investments should consider differences
between the Fund and the alternative investments. The Fund's investment
performance figures do not reflect the cost of insurance and the separate
account fees and charges which vary with the VA contracts and VLI policies
offered through the separate accounts of the Participating Insurance Companies,
and which will decrease the return realized by a contract or policyholder.

Net Asset Value

The initial net asset value of the Fund at the commencement of operations was
established at $10.00. The net asset value per share of the Fund is determined
as of the close of regular trading on the New York Stock Exchange ("NYSE")
(currently 4:00 p.m., New York time). Net asset value per share is calculated
for the Fund by dividing the current market value of total portfolio assets,
less all liabilities (including accrued expenses), by the total number of
shares outstanding. Net asset value is determined on each day when the NYSE is
open, except on such days in which no order to purchase or redeem shares is
received. The NYSE is scheduled to be open Monday through Friday throughout the
year except for certain federal and other holidays.

Distributions

The 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 the Fund consists of all dividends or interest
received by the Fund, less estimated expenses (including the advisory and
administrative fees). The Fund will declare and distribute income dividends
annually. All net short-term and long-term capital gains of the 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 net asset
value, as of the record date for the distributions.

Taxes

The Fund intends to elect to be treated and to qualify as a "regulated
investment company" under Subchapter M of the Code. As a result of such
election, for any tax year in which the Fund meets the investment limitations
and the distribution, diversification and other requirements referred to below,
to the extent the Fund distributes its taxable net investment income and its
net realized long-term and short-term capital gains, the Fund will not be
subject to federal income tax, and the income of the Fund will be treated as
the income of its shareholders. Under current law, since the shareholders are
life insurance company "segregated asset accounts," they will not be subject to
income tax currently on this income to the extent such income is applied to
increase the values of VA contracts and VLI policies.

Among the conditions for qualification and avoidance of taxation at the Trust
level, Subchapter M imposes investment limitations, distribution requirements,
and requirements relating to the diversification of investments. The
requirements of Subchapter M may affect the investments made by the Fund. Any
of the applicable diversification requirements could require a sale of assets
of the Fund that would affect the net asset value of the Fund.

In addition, the Tax Reform Act of 1986 made certain changes to the tax
treatment of regulated investment companies, including the imposition of a
nondeductible 4% excise tax on certain undistributed amounts. To avoid this
tax, the Fund must declare and distribute to its shareholders by the end of
each calendar year at least 98% of ordinary income earned during that calendar
year and at least 98% of capital gain net income, net of carry-forward losses,
if any, realized for the twelve-month period ending October 31 of that year,
plus any remaining undistributed income from the prior year.

Pursuant to the requirements of Section 817(h) of the Code, the only
shareholders of the Fund will be Participating Insurance Companies and their
separate accounts that fund VA contracts, VLI policies and other variable
insurance contracts and retirement plans. The prospectus that describes a
particular VA contract or VLI policy discusses the taxation of both separate
accounts and the owner of such contract or policy.

The Fund intends to comply with the requirements of Section 817(h) of the Code
and the related regulations issued thereunder by the Treasury Department. These
provisions impose certain diversification requirements affecting the securities
in which the Fund may invest and other limitations. The diversification
requirements of Section 817(h) of the Code are in addition to the
diversification requirements under Subchapter M and the Investment Company Act
of 1940. The consequences of failure to meet the requirements of Section 817(h)
could result in taxation of the Participating Insurance Company offering the VA
contracts and VLI policies and immediate taxation of all owners of the
contracts and policies to the extent of

7
<PAGE>

appreciation on investment under the contracts. The Fund believes it is in
compliance with these requirements.

The Fund therefore may find it necessary, and reserves the right to take action
to assure, that a VA contract or VLI policy continues to qualify as an annuity
or insurance contract under federal tax laws. The Fund, for example, may be
required to alter its investment objective or substitute its shares for those
of another fund. No such change of investment objective or substitution of
securities will take place without notice to the contract and policy owners
with interests invested in the Fund and without prior approval of the
Securities and Exchange Commission, or the approval of a majority of such
owners, to the extent legally required.

Shareholder Communications

Owners of VA contracts and VLI policies, issued by the Participating Insurance
Companies or for which shares of the Fund are the investment vehicle, receive
from the Participating Insurance Company unaudited semi-annual financial
statements and audited year-end financial statements of the Fund certified by
the Fund's independent auditors. Each report shows the investments owned by the
Fund and provides other information about the Fund and its operations. Copies
of such reports may be obtained from the Participating Insurance Company or the
Secretary of the Fund.

Organization, Meetings, and Voting Rights

The Fund is a separate series of the Trust. The Trust is organized as a
Massachusetts business trust under an Agreement and Declaration of Trust
("Declaration of Trust") dated March 4, 1993. The Declaration of Trust may be
amended by a vote of either the Trust's shareholders or the Board of Trustees.
The Trust is authorized to issue an unlimited number of shares of beneficial
interest without par value, in one or more series as the Board of Trustees may
authorize.

Each share of the Fund is entitled to participate pro rata in any dividends and
other distributions declared by the Board of Trustees with respect to the Fund,
and all shares of the Fund have equal rights in the event of liquidation of the
Fund.

The Fund is not required to hold annual meetings and does not intend to do so.
However, special meetings may be called for purposes such as electing Trustees
or approving an amendment to an advisory contract. Shareholders receive one
vote for each Fund share. Shares of the Trust vote together except when
required to vote separately by Fund. Shareholders have the power to remove
Trustees and to call meetings to consider removal.

Under Massachusetts law, shareholders of a business trust may, under certain
circumstances, be held personally liable for the obligations of the Trust.
However, the Trust's Declaration of Trust disclaims liability of the
shareholders, the Trustees, or officers of the Trust for acts or obligations of
the Trust, which are binding only on the assets and property of the Trust (or
the Fund) and requires that notice of such disclaimer be given in each
agreement, obligation, or contract entered into or executed by the Trust or the
Board. The Declaration of Trust provides for indemnification out of the Trust's
(or the Fund's) assets for all losses and expenses of any shareholder held
personally liable for the obligations of the Trust. Thus, the risk of a
shareholder incurring financial loss on account of shareholder liability is
believed to be remote because it is limited to circumstances in which the
disclaimer is inoperative and the Trust itself is unable to meet its
obligations. The risk to the Fund of sustaining a loss on account of
liabilities incurred by another fund also is believed to be remote.

Additional Information

8
<PAGE>

OTHER INVESTMENT PRACTICES, RISK CONSIDERATIONS AND POLICIES OF THE FUND

A number of the investment policies and techniques referred to below are
subject to certain additional risks described more fully in the Statement of
Additional Information.

Short-Term Trading

In seeking the Fund's objective, the portfolio manager will buy or sell
portfolio securities whenever it believes it is appropriate. The portfolio
manager's decisions will not generally be influenced by how long the Fund may
have owned the security. The Fund may buy securities intending to seek
short-term trading profits, subject to limitations imposed by the Code. A
change in the securities held by the Fund is known as "portfolio turnover" and
generally involves some expense to the Fund. These expenses may include
brokerage commissions or dealer mark-ups, custodian fees and other transaction
costs on both the sale of securities and the reinvestment of the proceeds in
other securities.

As a result of the Fund's investment policies, under certain market conditions,
the Fund's portfolio turnover rate may be higher than that of other mutual
funds. Portfolio turnover rate for a fiscal year is the ratio of the lesser of
purchases or sales of portfolio securities to the monthly average of the value
of portfolio securities, excluding securities whose maturities at acquisition
were one year or less. A 100% turnover rate would occur if all of the
securities in the portfolio were sold and either repurchased or replaced within
one year. Although the Fund cannot predict portfolio turnover rate, it is
estimated that, under normal circumstances, the annual rate for the Fund will
be no greater than 100%. The portfolio turnover rate of the Fund for the period
ended December 31, 1996 is shown under "FINANCIAL HIGHLIGHTS" above. The Fund's
portfolio turnover rate is not a limiting factor when the portfolio manager
considers a change in the Fund's portfolio.

Certain Investment Considerations Pertaining to Government Debt Securities

The Fund may, as part of its normal investment program, invest in U.S.
Government Securities. While U.S. Government Securities are considered
virtually free of default risk, their values nevertheless generally fluctuate
inversely with changes in interest rates. See also "Mortgaged-Backed
Securities" and "Collateralized Mortgage Obligations (CMOs) and Real Estate
Mortgage Investment Conduits (REMICs)" below.

Cash Reserves and Repurchase Agreements

The Fund may invest temporarily available cash in U.S. dollar denominated money
market instruments. Such money market instruments will be limited to
high-quality securities rated within the two highest credit categories by any
nationally recognized securities rating organization or, if not rated, of
comparable investment quality as determined by the portfolio manager. Such
domestic money market instruments may include: U.S. Government securities;
certificates of deposit; bankers' acceptances; bank time deposits; commercial
paper; short-term corporate debt securities; and repurchase agreements with a
securities dealer or bank. In these repurchase transactions, the underlying
security, which is held by the custodian through the federal book-entry system
for the Fund as collateral, will be marked to market on a daily basis to ensure
full collateralization of the repurchase agreement. In the event of a
bankruptcy or default of certain sellers of repurchase agreements, the Fund
could experience costs and delays in liquidating the underlying security and
might incur a loss if such collateral held declines in value during this
period. Not more than 15% of the Fund's total assets will be invested in
repurchase agreements maturing in more than seven days and other illiquid
assets.

Securities Lending

The Fund may lend portfolio securities to certain institutions (principally
broker-dealers) that the portfolio manager considers qualified in order to
increase income. The loans will not exceed 30% of total assets. Securities
lending involves the risk of loss to the Fund if the borrower defaults.

Foreign Securities

9
<PAGE>

since: (i) ADRs are U.S. dollar-denominated investments that are registered
domestically, easily transferable and for which market quotations are readily
available; and (ii) issuers whose securities are represented by ADRs are
subject to the same auditing, accounting, and financial reporting standards as
domestic issuers. Investments in ADRs, however, are otherwise subject to the
same general considerations and risks pertaining to foreign securities
including: (i) less publicly available information about the securities and
about the foreign company or government issuing them; (ii) less comprehensive
accounting, auditing, and financial reporting standards, practices, and
requirements; (iii) government supervision and regulation of foreign issuers is
less comprehensive than that in the United States; (iv) the securities of some
foreign issuers may be less liquid and more volatile than securities of
comparable domestic issuers; and (v) with respect to some countries, there is
the possibility of unfavorable changes in investment or exchange control
regulations, expropriation, or confiscatory taxation, taxation at the source of
the income payment or dividend distribution, difficulties in enforcing
judgements, limitations on the removal of funds or other assets of the Fund,
political or social instability, or diplomatic developments that could
adversely affect United States investments in those countries.

Mortgage-Backed Securities

Unscheduled or early repayment of principal on mortgage-backed securities
(arising from prepayment of principal due to the sale of the underlying
property, refinancing, or foreclosure, net of fees and costs which may be
incurred) may expose the Fund to a lower rate of return upon reinvestment of
principal. The Fund may only be able to invest prepaid principal at lower
yields. The prepayment of securities purchased at a premium may result in
losses equal to the premium. Like other fixed-income securities, when interest
rates rise, the value of a mortgage-related security generally will decline;
however, when interest rates are declining, the value of mortgage-related
securities with prepayment features may not increase as much as other
fixed-income securities. This is because the mortgages underlying the
securities can be prepaid, and prepayment rates tend to increase as interest
rates decline (effectively shortening the mortgage-backed security's maturity)
and decrease as interest rates rise (effectively lengthening the
mortgage-backed security's maturity).

Collateralized Mortgage Obligations (CMOs) and Real Estate Mortgage Investment
Conduits (REMICs)

The Fund may invest in CMOs and REMICs which are issued or guaranteed by the
U.S. government or its agencies. CMOs and REMICs are debt securities issued by
special-purpose trusts collateralized by underlying mortgage loans or pools of
mortgage-backed securities guaranteed by GNMA, FHLMC, or FNMA. CMOs and REMICs
are not, however, "mortgage pass-through" securities, such as those described
above under "Mortgage-Backed Securities." Rather they are pay-through
securities--i.e., securities backed by the cash flow from the underlying
mortgages. Investors in CMOs and REMICs are not owners of the underlying
mortgages, which serve as collateral for such debt securities, but are simply
owners of a fixed-income security backed by such pledged assets. CMOs and
REMICs typically are structured into multiple classes, with each class bearing
a different stated maturity and having different payment streams. One class
(the Residual) is in the nature of equity. The Fund will not invest in the
Residual class. Although the structures of CMOs and REMICs vary greatly,
monthly payments of principal, including prepayments, typically are first
returned to the investors holding the shortest maturity class; investors
holding longer maturity classes typically receive principal payments only after
the shorter class or classes have been retired. The Fund may experience costs
and delays in liquidating the collateral if the issuer defaults or enters
bankruptcy and may incur a loss. Principal on a REMIC, CMO or other
mortgage-backed security may be prepaid if the underlying mortgages are
prepaid. Because of the prepayment feature these investments may not increase
in value when interest rates fall. The Fund may be able to invest prepaid
principal only at lower yields. The prepayment of REMICs, CMOs or other
mortgage-backed securities purchased at a premium may result in losses equal to
the premium.

10
<PAGE>

Certain Policies to Reduce Risk

The Fund has adopted certain fundamental investment policies in managing its
portfolio that are designed to maintain the portfolio's diversity and reduce
risk. The Fund will not: (i) with respect to 75% of its total assets, invest in
more than 10% of the outstanding voting securities of any one issuer or invest
more than 5% of its total assets in the securities of any one issuer; or (ii)
borrow money except temporarily from banks to facilitate redemption requests
that might otherwise require untimely disposition of portfolio securities and
in amounts not exceeding 10% of each Fund's total assets. Limitation (i) does
not apply to U.S. Government Securities. The investment policies described
above in this paragraph are fundamental and may be changed only by approval of
shareholders.

It is the Fund's policy that when its portfolio manager deems a temporary
defensive position advisable, the Fund may invest, without limitation (i.e., up
to 100% of its assets), in high-quality fixed-income securities, or hold assets
in cash or cash equivalents, to the extent the portfolio manager believes such
alternative investments to be less risky than those securities in which the
Fund normally invests.

Additional investment restrictions are set forth in the Statement of Additional
Information.

CHANGES TO INVESTMENT OBJECTIVE AND NON-FUNDAMENTAL POLICIES

The Fund may not always achieve its investment objective. The Fund's investment
objective and non-fundamental policies may be changed without shareholder
approval. The holders of VA Contracts and VLI Policies will be notified in
connection with any material change in the Fund's investment objective. The
Fund's fundamental investment policies listed in the Statement of Additional
Information cannot be changed without shareholder majority approval.

11
<PAGE>

Distributed by:
Liberty Financial Investments, Inc.
One Financial Center, Boston, MA 02111-2621

VA Contract and VLI Policy Service Hotline
800-367-3653 (Option 3)
Keyline 800-367-3654

<PAGE>

COLONIAL STRATEGIC INCOME FUND, VARIABLE SERIES
a series of
Liberty Variable Investment Trust
Federal Reserve Plaza
600 Atlantic Avenue
Boston, Massachusetts 02210

- --------------------------------------------------------------------------------

Colonial Strategic Income Fund, Variable Series ("Fund") is a series of Liberty
Variable Investment Trust ("Trust"). The Trust is an open-end management
investment company. The Fund seeks a high level of current income, as is
consistent with prudent risk and maximizing total return, by diversifying
investments primarily in U.S. and foreign government and high yield, high risk
corporate debt securities. The Fund may invest a substantial portion of its
assets in high yield, high risk bonds (commonly referred to as "junk bonds")
and therefore may not be suitable for all investors. Purchasers should
carefully assess the risks associated with an investment in the Fund.

There is no assurance that the objective of the Fund will be realized.

- --------------------------------------------------------------------------------

The date of this Prospectus is November 15, 1997

NOT
FDIC- May lose value
INSURED No bank guarantee

<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
-----
<S> <C>
THE FUND ............................................. 3

FINANCIAL HIGHLIGHTS ................................. 4

HOW THE FUND INVESTS ................................. 5

FUND MANAGEMENT ORGANIZATIONS ........................ 5
The Trustees ....................................... 5
The Manager: Liberty Advisory Services Corp.
(LASC) .......................................... 6
LASC's Sub-Adviser ................................. 6

FUND SERVICE ORGANIZATIONS ........................... 6
Custodian .......................................... 6
Independent Accountants: Price Waterhouse LLP ...... 6

OTHER CONSIDERATIONS ................................. 7
Expenses of the Fund .............................. 7
Purchases and Redemptions ........................... 7
Investment Return ................................. 7
Net Asset Value .................................... 7
Distributions ....................................... 8
Taxes ............................................. 8
Shareholder Communications ........................ 9
Organization, Meetings, and Voting Rights ......... 9
Additional Information .............................. 9

OTHER INVESTMENT PRACTICES, RISK
CONSIDERATIONS AND POLICIES OF THE FUND ......... 9
Short-Term Trading ................................. 9
Certain Investment Considerations Pertaining to
Government Debt Securities ..................... 10
Cash Reserves and Repurchase Agreements ............ 10
Forward Commitments and When-Issued Securities;
Dollar Roll Transactions ........................ 10
Foreign Securities ................................. 11
Mortgage-Backed Securities ........................ 11
Collateralized Mortgage Obligations (CMOs) and
Real Estate Mortgage Investment Conduits
(REMICs) ....................................... 12
Certain Derivative Investments ..................... 12
Zero-Coupon Bonds ................................. 12
High Yield, High Risk Bonds ........................ 13
Leverage Risks Associated with Certain Investment
Techniques .................................... 13
Certain Policies to Reduce Risk ..................... 13

CHANGES TO INVESTMENT OBJECTIVE AND
NON-FUNDAMENTAL POLICIES ........................ 13

APPENDIX A: Description of Bond Ratings ............ A-1
APPENDIX B: Schedule of Portfolio Asset Composition
by Rating for 1996 .............................. B-1
</TABLE>

<PAGE>

THE FUND

The prospectuses of the separate accounts of the Participating Insurance
Companies describe which Funds are available to the separate accounts offering
the VA contracts and VLI policies. The Trust assumes no responsibility for
those prospectuses. However, Liberty Advisory Services Corp. (formerly named
"Keyport Advisory Services Corp.") ("LASC") and the Board of Trustees of the
Trust ("Board of Trustees") monitor events to identify any material conflicts
that may arise between the interests of the Participating Insurance Companies
or between the interests of owners of VA contracts and VLI policies. The Fund
currently does not foresee any disadvantages to the owners of VA contracts and
VLI policies arising from the fact that certain interests of the owners may
differ. The Statement of Additional Information contains additional information
regarding such differing interests and related risks.

LASC provides investment management and advisory services to the Fund pursuant
to its Management Agreement with the Trust.

Colonial Management Associates, Inc. ("Colonial") sub-advises the Fund pursuant
to a separate Sub-Advisory Agreement (the "Colonial Sub-Advisory Agreement")
with the Fund and LASC.

3
<PAGE>

FINANCIAL HIGHLIGHTS

Colonial Strategic Income Fund, Variable Series

<TABLE>
<CAPTION>
(Unaudited)
Six Months
Ended
June 30,
-----------------
1997
-----------------
<S> <C>
Per share operating performance:
Net asset value, beginning of period ........................ $ 11.04
-----------
Net investment income (a) .................................... 0.44
Net realized and unrealized gains (losses) on investments and
foreign currency transactions (a) ........................... (0.07)
-----------
Total from investment operations .............................. 0.37
-----------
Less distributions from:
Dividends from net investment income ........................ --
Dividends from net realized gains on investments ............ --
-----------
Total distributions .......................................... --
-----------
Net asset value, end of period .............................. $ 11.41
===========
Total return:
Total investment return (b) (c) .............................. 3.35%**
Ratios/supplemental data:
Net assets, end of period (000) .............................. $ 60,401
Ratio of net expenses to average net assets (e) ............... 0.80%*(e)
Ratio of net investment income to average net assets (c) ...... 7.93%*(e)
Portfolio turnover ratio .................................... 51%**

<CAPTION>
Year Ended December 31,
-------------------------------------------------
1996 1995 1994***
--------------- ----------------- ---------------
<S> <C> <C> <C>
Per share operating performance:
Net asset value, beginning of period ........................ $ 10.99 $ 9.79 $ 10.00
---------- ------------ ------------
Net investment income (a) .................................... 0.92 0.55 0.30
Net realized and unrealized gains (losses) on investments and
foreign currency transactions (a) ........................... 0.16 1.24 (0.19)
---------- ------------ ------------
Total from investment operations .............................. 1.08 1.79 0.11
---------- ------------ ------------
Less distributions from:
Dividends from net investment income ........................ (0.96) (0.56) (0.31)
Dividends from net realized gains on investments ............ (0.07) (0.03) (0.01)
---------- ------------ ------------
Total distributions .......................................... (1.03) (0.59) (0.32)
---------- ------------ ------------
Net asset value, end of period .............................. $ 11.04 $ 10.99 $ 9.79
========== ============ ============
Total return:
Total investment return (b) (c) .............................. 9.83% 18.30% 1.10%**
Ratios/supplemental data:
Net assets, end of period (000) .............................. $ 53,393 $ 48,334 $ 13,342
Ratio of net expenses to average net assets (e) ............... 0.80%(d) 0.84%(d) 1.00%*
Ratio of net investment income to average net assets (c) ...... 8.13%(d) 8.08%(d) 7.33%*
Portfolio turnover ratio .................................... 114% 281% 94%**
</TABLE>

- ----------------

* Annualized
** Not Annualized
*** For the period from the commencement of operations (July 5, 1994) to
December 31, 1994.
(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) Computed giving effect to LASC's expense limitation undertaking.
(d) The benefits derived from custody credits and directed brokerage
arrangements had no impact. Prior years' ratios are net of benefits
received, if any.
(e) If the Fund had paid all of its expenses and there had been no
reimbursement from LASC, these ratios would have been 0.86%, 0.94% and
1.60% (annualized), respectively.

Further information about the performance of the Fund is contained in the
Trust's annual report to shareholders for the period ended December 31, 1996,
which may be obtained without charge from LFII or from the Participating
Insurance Company issuing the applicable VA contract or VLI policy.

4
<PAGE>

HOW THE FUND INVESTS

All investments, including mutual funds, have risks, and no one mutual fund is
suitable for all investors. No one Fund by itself constitutes a complete
investment program. The net asset value of the shares of the Fund will vary
with market conditions and there can be no guarantee that the Fund will achieve
its investment objective.

More information about the portfolio securities in which the Fund invests,
including certain risks and investment limitations, is provided in the
Statement of Additional Information.

Colonial Strategic Income Fund, Variable Series

Investment Program. The Fund will seek to achieve its objective by investing
its assets in each of the following sectors of the debt securities markets: (i)
U.S. Government Securities; (ii) debt securities issued by foreign governments
and their political subdivisions; and (iii) high yield, high risk securities,
some of which may involve equity features. The Fund may invest in debt
securities of any maturity. The allocation of investments among these types of
securities at any given time is based on Colonial's estimate of expected
performance and risk of each type of investment. The value of debt securities
(and thus of Fund shares) usually will fluctuate inversely to changes in
interest rates.

The U.S. Government Securities in which the Fund invests include (1) U.S.
Treasury obligations; (2) obligations issued or guaranteed by U.S. Government
agencies and instrumentalities ("Agencies") which are supported by (a) the full
faith and credit of the U.S. Government, (b) the right of the issuer or
guarantor to borrow an amount limited to a line of credit with the U.S.
Treasury, (c) discretionary power of the U.S. Government to purchase
obligations of the Agencies, or (d) the credit of the Agencies; (3) real estate
mortgage investment conduits ("REMICs"), and collateralized mortgage
obligations ("CMOs"), including privately issued asset-backed securities and
privately issued mortgage-backed securities guaranteed by an Agency; (4)
"when-issued" commitments relating to the foregoing; and (5) certain high
quality U.S. Government money market instruments, including repurchase
agreements ("REPOs") collateralized by U.S. Government Securities. The Fund may
invest in U.S. Government Securities of any maturity and in zero coupon
securities. The Fund also may invest in certificates representing undivided
interests in the interest or principal of mortgage-backed securities (interest
only/principal only), which tend to be more volatile than other types of
securities. See "OTHER INVESTMENT PRACTICES, RISK CONSIDERATIONS AND POLICIES
OF THE FUND: Mortgage-Backed Securities."

The Fund may purchase high yield, high risk bonds (commonly referred to as junk
bonds), including bonds in the lowest rating categories (C for Moody's and D
for S&P) and unrated bonds. The lowest rating categories include bonds which
are in default. Because these securities are regarded as predominantly
speculative as to payment of principal and interest, the Fund will not purchase
the debt securities of a single issuer rated Ca by Moody's or CC by S&P or
lower or comparable unrated securities if, as a result, holdings of that issuer
exceed 0.5% of the Fund's net assets. High yield, high risk bonds are those
rated lower than Baa by Moody's or BBB by S&P, or comparable unrated
securities. For a discussion of certain risks and other considerations
pertaining to investments in high yield bonds, see "OTHER INVESTMENT PRACTICES,
RISK CONSIDERATIONS AND POLICIES OF THE FUND: High Yield, High Risk Bonds."
Appendix A to this Prospectus provides a description of bond ratings.

The Fund may purchase and sell U.S. and foreign interest rate futures contracts
and options thereon to hedge against changes in interest rates. See "OTHER
INVESTMENT PRACTICES, RISK CONSIDERATIONS AND POLICIES OF THE FUND: Certain
Derivative Investments." The Fund will engage in such activities only with
respect to securities it may otherwise purchase or indices composed of such
securities.

FUND MANAGEMENT ORGANIZATIONS

The Trustees

The business of the Trust and the Fund is supervised by the Trust's Board of
Trustees. The Statement of Additional Information contains the names of and
biographical information on the Trustees.

5
<PAGE>

The Manager: Liberty Advisory Services Corp. (LASC)

LASC, 125 High Street, Boston Massachusetts 02110, is the manager of the Trust.
LASC was incorporated on January 8, 1993 under the laws of the Commonwealth of
Massachusetts.

In accordance with its Management Agreement with the Fund, LASC designs and
supervises a continuous investment program for the Fund, evaluates, recommends,
and monitors its Sub-Adviser's performance, investment program, and compliance
with applicable laws and regulations, and recommends to the Board of Trustees
whether its Sub-Adviser's contract should be continued or modified and whether
a new sub-adviser or multiple sub-advisers should be added or deleted. LASC is
also responsible for administering the Fund's operations, including the
provision of office space and equipment in connection with the maintenance of
the Fund's headquarters, preparation and filing of required reports,
arrangements for Trustees' and shareholders' meetings, maintenance of the
Fund's corporate books and records, communications with shareholders, and
oversight of custodial, accounting and other services provided to the Fund by
others. In accordance with its Management Agreement with the Fund, LASC may, at
its own expense, delegate the performance of certain of its administrative
responsibilities to its affiliate LFC, or any of LFC's majority-owned
subsidiaries. LASC has delegated its administrative responsibilities to
Colonial in accordance with this authority. LASC, or its affiliates, pay all
compensation of the Fund's directors and officers who are employees of LASC or
its affiliates.

The Trust pays LASC a management fee, accrued daily and paid monthly, at a
maximum annual rate of 0.65% of the average daily net assets of the Fund.

LASC's Sub-Adviser

Colonial

LASC, out of the management fee it receives from the Fund, pays Colonial
sub-advisory fees at the annual rate of 0.45% of the average daily net assets
of the Fund.

Under the Colonial Sub-Advisory Agreements, Colonial manages the assets of the
Fund in accordance with the Fund's investment objective, investment program,
policies, and restrictions under the supervision of LASC and the Board of
Trustees. Colonial determines which securities and other instruments are
purchased and sold for the Fund. Colonial also provides transfer agency and
certain pricing and record keeping services for the Fund under a separate
agreement.

FUND SERVICE ORGANIZATIONS

Custodian

Independent Accountants: Price Waterhouse LLP

Price Waterhouse LLP, 160 Federal Street, Boston, Massachusetts 02110 are the
Trust's independent accountants.

6
<PAGE>

OTHER CONSIDERATIONS

Expenses of the Fund

The Fund generally will pay all its expenses, other than those borne by LASC
and Colonial. LASC has agreed to reimburse all expenses, including management
fees, but excluding interest, taxes, brokerage, and other expenses which are
capitalized in accordance with accepted accounting procedures, and
extraordinary expenses, incurred by the Fund in excess of 0.80% of average net
asset value per annum, for the period beginning May 1, 1997 until April 30,
1998.

The expenses payable by the Fund include, among other things, the management
fee payable to LASC, described above; fees for services of independent
accountants; consultant fees; legal fees; transfer agent, custodian and
portfolio record keeping and tax information services fees; fees for pricing
and record keeping services, and of equipment for communication among the
Fund's custodians, LASC, Colonial and others; taxes and fees for the
preparation of the Fund's tax returns; brokerage fees and commissions;
interest; costs of Board of Trustees and shareholder meetings; cost of updates
and printing of prospectuses and reports to shareholders; fees for filing
reports with regulatory bodies and the maintenance of the Fund's existence;
membership dues for industry trade associations; fees to federal authorities
for the registration of the shares of the Funds; fees and expenses of Trustees
who are not directors, officers, employees or stockholders of LASC, Colonial,
Stein Roe, Newport, LAMCO, LAMCO's Portfolio Managers or their affiliates;
insurance and fidelity bond premiums; and other extraordinary expenses of a
non-recurring nature.

Purchases and Redemptions

Investment Return

Average annual total return for the Fund is calculated in accordance with the
Securities and Exchange Commission's formula and assumes reinvestment of all
distributions. Other total return differs from average annual total return only
in that it may relate to a different time period and may represent aggregate as
opposed to average annual total return. The Fund's average annual total return
is determined by computing the annual percentage change in value of a $1,000
investment in the Fund for a specified period, assuming reinvestment of all
dividends and distributions.

Net Asset Value

7
<PAGE>

All assets denominated in foreign currencies are converted to U.S. dollars. The
books and records of the Fund are recorded in U.S. dollars.

Distributions

The 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 the Fund consists of all dividends or interest
received by the Fund, less estimated expenses (including the advisory and
administrative fees). The Fund will declare and distribute income dividends
annually. 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 net asset
value, as of the record date for the distributions.

Taxes

Among the conditions for qualification and avoidance of taxation at the Trust
level, Subchapter M imposes investment limitations, distribution requirements,
and requirements relating to the diversification of investments. The
requirements of Subchapter M may affect the investments made by the Fund. Any
of the applicable diversification requirements could require a sale of assets
of the Fund that would affect the net asset value of the Fund.

In addition, the Tax Reform Act of 1986 made certain changes to the tax
treatment of regulated investment companies, including the imposition of a
nondeductible 4% excise tax on certain undistributed amounts. To avoid this
tax, the Fund must declare and distribute to its shareholders by the end of
each calendar year at least 98% of ordinary income earned during that calendar
year and at least 98% of capital gain net income, net of carry-forward losses,
if any, realized for the twelve-month period ending October 31 of that year,
plus any remaining undistributed income from the prior year.

To the extent the Fund invests in foreign securities, investment income
received by the Fund from sources within foreign countries may be subject to
foreign income taxes withheld at the source. The United States has entered into
tax treaties with

8
<PAGE>

many foreign countries which entitle the Fund to a reduced tax or exemption
from tax on such income.

It is impossible to determine the effective rate of foreign tax in advance
since the amount of the Fund's assets, if any, to be invested within various
countries will fluctuate and the extent to which tax refunds will be recovered
is uncertain. The Fund intends to operate so as to qualify for treaty-reduced
tax rates where applicable.

Shareholder Communications

Organization, Meetings, and Voting Rights

Under Massachusetts law, shareholders of a business trust may, under certain
circumstances, be held personally liable for the obligations of the Trust.
However, the Trust's Declaration of Trust disclaims liability of the
shareholders, the Trustees, or officers of the Trust for acts or obligations of
the Trust, which are binding only on the assets and property of the Trust (or
the Fund) and requires that notice of such disclaimer be given in each
agreement, obligation, or contract entered into or executed by the Trust or the
Board. The Declaration of Trust provides for indemnification out of the Trust's
(or the Fund's) assets for all losses and expenses of any shareholder held
personally liable for the obligations of the Trust. Thus, the risk of a
shareholder incurring financial loss on account of shareholder liability is
believed to be remote because it is limited to circumstances in which the
disclaimer is inoperative and the Trust itself is unable to meet its
obligations. The risk to the Fund of sustaining a loss on account of
liabilities incurred by another fund also is believed to be remote.

Additional Information

OTHER INVESTMENT PRACTICES, RISK CONSIDERATIONS AND POLICIES OF THE FUNDS

A number of the investment policies and techniques referred to below are
subject to certain additional risks described more fully in the Statement of
Additional Information.

Short-Term Trading

9
<PAGE>

expenses may include brokerage commissions or dealer mark-ups, custodian fees
and other transaction costs on both the sale of securities and the reinvestment
of the proceeds in other securities.

Certain Investment Considerations Pertaining to Government Debt Securities

The Fund may, as part of its normal investment program, invest in U.S.
Government Securities and foreign government debt securities.

Cash Reserves and Repurchase Agreements

Forward Commitments and When-Issued Securities; Dollar Roll Transactions

The Fund may purchase securities on a when-issued, delayed delivery, or forward
commitment basis. When such transactions are negotiated, the price of such
securities is fixed at the time of the commitment, but delivery and payment for
the securities may take place up to 120 days after the date of the commitment
to purchase. The securities so purchased are subject to market fluctuation, and
no interest accrues to the purchaser during this period. When-issued securities
or forward commitments involve a risk of loss if the value of the security to
be purchased declines prior to the settlement date. Colonial and Stein Roe do
not believe that the net asset value or income of the Funds will be adversely
affected by the purchase of securities on a when-issued or forward commitment
basis. The Funds will not enter into such transactions for leverage (borrowing)
purposes.

The Fund may enter into dollar roll transactions. A dollar roll transaction
involves a sale by the Fund of securities that it holds with an agreement by
the Fund to repurchase substantially similar securities at an agreed upon price
and date. During the period between the sale and repurchase, the Fund will not
be entitled to accrue interest and receive principal payments on the securities
sold. Dollar roll transactions involve the risk that the market value of the
securities sold by the Fund may decline below the repurchase price of those
securities. In the event the buyer of securities under a dollar roll
transaction files for bankruptcy or becomes insolvent, the Fund's use of
proceeds of the transaction may be restricted pending a determination by or
with respect to the other party.

10
<PAGE>

Foreign Securities

The Fund may invest any portion of its assets in securities issued or
guaranteed by foreign governments. Growth and Income Fund also may invest in
foreign securities. Investments in foreign securities include sovereign risks
and risks pertaining to the local economy in the country or countries in which
the foreign issuer conducts business. Investments in foreign securities also
involve certain risks that are not typically associated with investing in
domestic issuers, including: (i) foreign securities traded for foreign
currencies and/or denominated in foreign currencies may be affected favorably
or unfavorably by changes in currency exchange rates and exchange control
regulations, and the Fund may incur costs in connection with conversions
between various currencies; (ii) less publicly available information about the
securities and about the foreign company or government issuing them; (iii) less
comprehensive accounting, auditing, and financial reporting standards,
practices, and requirements; (iv) securities markets outside the United States
may be less developed or efficient than those in the United States and
government supervision and regulation of those securities markets and brokers
and the issuers in those markets is less comprehensive than that in the United
States; (v) the securities of some foreign issuers may be less liquid and more
volatile than securities of comparable domestic issuers; (vi) settlement of
transactions with respect to foreign securities may sometimes be delayed beyond
periods customary in the United States; (vii) fixed brokerage commissions on
certain foreign securities exchanges and custodial costs with respect to
securities of foreign issuers generally exceed domestic costs; and (viii) with
respect to some countries, there is the possibility of unfavorable changes in
investment or exchange control regulations, expropriation, or confiscatory
taxation, taxation at the source of the income payment or dividend
distribution, difficulties in enforcing judgements, limitations on the removal
of funds or other assets of the Fund, political or social instability, or
diplomatic developments that could adversely affect United States investments
in those countries.

Foreign Currency Transactions. Transactions in foreign securities include
currency conversion costs. The Fund may engage in currency exchange
transactions to convert currencies to or from U.S. dollars. The Fund may
purchase or sell foreign currencies on a spot or forward basis. Such
transactions will be entered into (i) to lock in a particular foreign exchange
rate pending settlement of a purchase or sale of a foreign security or pending
the receipt of interest, principal or dividend payments on a foreign security
held by the Fund, or (ii) to hedge against a decline in the value, in U.S.
dollars or in another currency, of a foreign currency in which securities held
by the Fund are denominated.

The Fund also may buy and sell, for hedging purposes, currency options,
currency futures and options on currency futures.

The Fund will not attempt, nor would it be able, to eliminate all foreign
currency risk. The precise matching of foreign currency exchange transactions
and the portfolio securities generally will not be possible since the future
value of such securities in foreign currencies will change as a consequence of
market movements which cannot be precisely forecast. Currency hedging does not
eliminate fluctuations in the underlying prices of securities, but rather
establishes a rate of exchange at some future point in time. Although hedging
may lessen the risk of loss due to a decline in the value of the hedged
currency, it tends to limit potential gain from increases in currency values.

Mortgage-Backed Securities

The Fund may invest in mortgage-backed securities, which are securities
representing interests in pools of mortgages. Principal and interest payments
made on the mortgages in the pools are passed through to the holder of such
securities. Payment of principal and interest on some mortgage-backed
securities (but not the market value of the securities themselves) may be
guaranteed by the full faith and credit of the U.S. Government (in the case of
securities guaranteed by Government National Mortgage Association ("GNMA")), or
guaranteed by agencies or instrumentalities of the U.S. Government (in the case
of securities guaranteed by the Federal National Mortgage Association ("FNMA")
or Federal Home Loan Mortgage Corporation ("FHLMC"). Mortgage-backed securities
created by non-governmental issuers (such as commercial banks, savings and loan
institutions, private mortgage insurance companies, mortgage bankers, and other
secondary market issuers) may be supported by various forms of insurance or
guarantees, including individual loan, title, pool and hazard insurance and
letters of credit, which may be issued by governmental entities, private
insurers, or the mortgage poolers. The Fund will only invest in mortgage-backed
securities that are issued or guaranteed by governmental entities.

Unscheduled or early repayment of principal on mortgage-backed securities
(arising from prepayment of principal due to the sale of the underlying
property, refinancing, or foreclosure, net of fees and costs which may be
incurred) may expose the Fund to a lower rate of return upon reinvestment of
principal. The Fund may only be able to invest prepaid principal at lower
yields. The prepayment of securities purchased at a premium may result in
losses equal to the premium. Like other fixed-income securities, when interest
rates rise, the value of a mortgage-related security generally will decline;
however, when interest rates are declining, the value of mortgage-related
securities with prepayment features may not increase as much as other
fixed-income securities. This is because the mortgages underlying the
securities can be prepaid, and prepayment rates tend to increase as interest
rates decline (effectively shortening the mortgage-backed security's maturity)
and decrease as interest rates rise (effectively lengthening the
mortgage-backed security's maturity).

The Fund also may invest in certificates representing undivided interests in
the interest or principal of mortgage-backed securities
(interest-only/principal-only securities). These securities

11
<PAGE>

tend to be more volatile than other types of debt securities. The interest-only
class involves the risk of loss of the entire value of the investment if the
underlying mortgages are prepaid. In the case of principal-only class
securities, the Fund recognizes (accrues) as income for accounting purposes a
portion of the difference between purchase price and face value. Because the
Fund includes this accrued income in calculating its dividend even though it
has not received payment, the Fund may have to sell other investments to obtain
cash needed to make income distributions.

Collateralized Mortgage Obligations (CMOs) and Real Estate Mortgage Investment
Conduits (REMICs)

The Fund may invest in CMOs and REMICs of investment grade or considered by
Colonial to be of comparable quality. CMOs and REMICs are debt securities
issued by special-purpose trusts collateralized by underlying mortgage loans or
pools of mortgage-backed securities guaranteed by GNMA, FHLMC, or FNMA. CMOs
and REMICs may be issued by agencies or instrumentalities of the U.S.
Government, or by private originators of, or investors in mortgage loans,
including depository institutions, mortgage banks, investment banks and
special-purpose subsidiaries of the foregoing.

CMOs and REMICs are not, however, "mortgage pass-through" securities, such as
those described above under "Mortgage-Backed Securities." Rather they are
pay-through securities-- i.e., securities backed by the cash flow from the
underlying mortgages. Investors in CMOs and REMICs are not owners of the
underlying mortgages, which serve as collateral for such debt securities, but
are simply owners of a fixed-income security backed by such pledged assets.
CMOs and REMICs typically are structured into multiple classes, with each class
bearing a different stated maturity and having different payment streams. One
class (the Residual) is in the nature of equity. The Fund will not invest in
the Residual class. Although the structures of CMOs and REMICs vary greatly,
monthly payments of principal, including prepayments, typically are first
returned to the investors holding the shortest maturity class; investors
holding longer maturity classes typically receive principal payments only after
the shorter class or classes have been retired. The Fund may experience costs
and delays in liquidating the collateral if the issuer defaults or enters
bankruptcy and may incur a loss. Principal on a REMIC, CMO or other
mortgage-backed security may be prepaid if the underlying mortgages are
prepaid. Because of the prepayment feature these investments may not increase
in value when interest rates fall. The Fund may be able to invest prepaid
principal only at lower yields. The prepayment of REMICs, CMOs or other
mortgage-backed securities purchased at a premium may result in losses equal to
the premium.

Certain Derivative Investments

As specified above under "HOW THE FUND INVESTS," the Fund may invest in U.S.
and foreign interest rate futures contracts and options thereon to hedge
against interest rate changes.

An interest rate futures contract creates an obligation by the seller to sell
and the purchaser to buy an amount of cash equal to a specified cash amount
multiplied by the difference between the value of a specified interest rate
index at the contract's settlement date and the benchmark index value at which
the contract is made. A sale of a futures contract can be terminated in advance
of the settlement date by subsequently purchasing a similar offsetting
(opposite way) contract. Similarly, a purchase of a futures contract can be
terminated by a similar offsetting sale. Gain or loss on a futures contract
generally is realized upon such termination.

An option generally gives the option holder the right, but not the obligation,
to purchase or sell a futures contract prior to the option's specified
expiration date. A call option gives the option purchaser the right to buy from
the option seller (writer); a put option gives the option purchaser the right
to sell to the option writer. The Fund will pay a premium to purchase an
option, which will become a loss if the option expires unexercised.

With respect to each futures contract purchased, the Fund will set aside in a
segregated account maintained with its custodian (or broker, if legally
permitted) cash or liquid securities in an amount equal to the market value of
the futures contract or option, less the initial margin deposit.

Zero-Coupon Bonds

The Fund may invest in zero-coupon bonds. Such bonds may be issued directly by
agencies and instrumentalities of the U.S. Government or by private
corporations. Zero-coupon bonds may originate as such or may be created by
stripping an outstanding bond. Zero-coupon bonds do not make regular interest
payments. Instead, they are sold at a deep discount from

12
<PAGE>

their face value. Because a zero-coupon bond does not pay current income, its
price can be very volatile when interest rates change. In calculating its
dividend, the Fund takes into account as income a portion of the difference
between a zero-coupon bond's purchase price and its face value. Thus, the Fund
may have to sell other investments to obtain cash needed to make income
distributions.

High Yield, High Risk Bonds

The Fund may invest a significant portion of its assets in lower rated bonds
(commonly referred to as "junk bonds") which are regarded as speculative as to
payment of principal and interest. Relative to comparable securities of higher
quality:

1. The market price is likely to be more volatile because:

a. an economic downturn or increased interest rates may have a more
significant effect on the yield, price and potential for default;

b. the secondary market may at times become less liquid or respond to
adverse publicity or investor perceptions, increasing the difficulty in
valuing or disposing of the bonds;

c. existing or future legislation limits and may further limit (i)
investment by certain institutions and (ii) tax deductibility of the
interest by the issuer, which may adversely affect value; and

d. certain high yield, high risk bonds do not pay interest in cash on a
current basis. However, the Fund will accrue and distribute this interest
on a current basis, and may have to sell securities to generate cash for
distributions.

2. The Fund's achievement of its investment objectives in respect of
investments in high yield, high risk bonds is more dependent on
Colonial's credit analysis.

3. High yield, high risk bonds are less sensitive to interest rate changes but
are more sensitive to adverse economic developments.

Leverage Risks Associated with Certain Investment Techniques

Certain investment techniques used by the Fund and described above may present
additional risks associated with the use of leverage. These techniques are
forward commitments and the purchase of securities on a when-issued basis, the
purchase and sale of foreign currency on a forward basis, the purchase and sale
of certain futures contracts and options thereon, and the purchase and sale of
certain options. Leverage may magnify the effect on Fund shares of fluctuations
in the values of the securities underlying these transactions. In accordance
with Securities and Exchange Commission pronouncements, to reduce (but not
necessarily eliminate) leverage, the Fund will either "cover" its obligations
under such transactions by holding the securities or other commodities (or
rights to acquire the securities or such commodities) it is obligated to
deliver under such transactions, or deposit and maintain in segregated account
with its custodian cash, liquid securities, or securities denominated in the
particular foreign currency, equal in value to the Fund's obligations under
such transactions.

Certain Policies to Reduce Risk

The Fund has adopted certain fundamental investment policies in managing its
portfolio that are designed to maintain the portfolio's diversity and reduce
risk. The Fund will not: (i) with respect to 75% of its total assets, invest in
more than 10% of the outstanding voting securities of any one issuer or invest
more than 5% of its total assets in the securities of any one issuer; or (ii)
borrow money except temporarily from banks to facilitate redemption requests
that might otherwise require untimely disposition of portfolio securities and in
amounts not exceeding 10% of the Fund's total assets. Limitation (i) does not
apply to U.S. Government Securities. The investment policies described above in
this paragraph are fundamental and may be changed only by approval of the Fund's
shareholders.

It is the Fund's policy that when its portfolio manager deems a temporary
defensive position advisable, the Fund may invest, without limitation (i.e., up
to 100% of its assets), in high-quality fixed-income securities, or hold assets
in cash or cash equivalents, to the extent such portfolio manager believes such
alternative investments to be less risky than those securities in which the
Fund normally invests.

Additional investment restrictions are set forth in the Statement of Additional
Information.

CHANGES TO INVESTMENT OBJECTIVE AND NON-FUNDAMENTAL POLICIES

13
<PAGE>

APPENDIX A

Description of Bond Ratings

The ratings of certain debt instruments in which the Fund may invest are
described below:

Standard and Poor's Corporation--Bond Ratings

AAA bonds have the highest rating assigned by S&P. Capacity to pay interest and
repay principal is extremely strong.

AA bonds have a very strong capacity to pay interest and repay principal, and
they differ from AAA only in small degree.

C ratings are reserved for income bonds on which no interest is being paid.

D bonds are in default, and payment of interest and/or principal is in arrears.

Plus (+) or minus (-) are modifiers relative to the standing within the major
rating categories.

Moody's Investors Service, Inc.--Bond Ratings

Caa bonds are of poor standing. Such issues may be in default or there may be
present elements of danger with respect to principal or interest.

Ca bonds represent obligations which are speculative in a high degree. Such
issues are often in default or have other marked shortcomings.

C bonds are the lowest rated class of bonds and issues so rated can be regarded
as having extremely poor prospects of ever attaining any real investment
standing.

A-1
<PAGE>

APPENDIX B

Schedule of Portfolio Asset Composition by Rating For 1996

<CAPTION>
June July August September October November December
Rating ---------- ---------- -------- ----------- --------- ---------- ---------
(percentage of portfolio)
-------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Aaa/AAA 40.0% 44.1% 41.3% 38.7% 34.3% 36.3% 37.0%
Aa/AA ... 13.1% 11.9% 16.3% 19.1% 19.5% 19.4% 19.0%
A/A ...... 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Baa/BBB 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Ba/BB ... 9.5% 9.8% 9.4% 8.9% 9.4% 9.9% 9.6%
B/B ...... 34.1% 30.8% 29.9% 30.3% 33.9% 30.4% 30.4%
Caa/CCC 3.4% 3.3% 3.1% 3.0% 3.0% 4.0% 4.0%
Ca/CC ... 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
C ...... 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
D ...... 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Unrated 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
------ ------ ------ ------ ------ ------ ------
Total ... 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%
====== ====== ====== ====== ====== ====== ======

</TABLE>

B-1
<PAGE>

Distributed by:
Liberty Financial Investments, Inc.
One Financial Center, Boston, MA 02111-2621

VA Contract and VLI Policy Service Hotline
800-367-3653 (Option 3)
Keyline 800-367-3654

<PAGE>

NEWPORT TIGER FUND, VARIABLE SERIES
a series of
Liberty Variable Investment Trust
Federal Reserve Plaza
600 Atlantic Avenue
Boston, Massachusetts 02210

- --------------------------------------------------------------------------------

Newport Tiger Fund, Variable Series ("Fund") is a series of Liberty Variable
Investment Trust ("Trust"), an open-end management investment company. The Fund
seeks long-term capital growth by investing primarily in equity securities of
companies located in the nine Tigers of Asia (Hong Kong, Singapore, South Korea,
Taiwan, Malaysia, Thailand, Indonesia, China and the Philippines).

There is no assurance that the objective of the Fund will be realized.

- --------------------------------------------------------------------------------

The date of this Prospectus is November 15, 1997

NOT May lose value
FDIC- No bank guarantee
INSURED

<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
-----
<S> <C>
THE FUND ............................................. 3

FINANCIAL HIGHLIGHTS ................................. 4

HOW THE FUND INVESTS ................................. 5

FUND SERVICE ORGANIZATIONS ........................... 6
Custodian .......................................... 6
Independent Accountants: Price Waterhouse LLP ...... 6

OTHER CONSIDERATIONS ................................. 6
Expenses of the Fund .............................. 6
Purchases and Redemptions ........................... 7
Investment Return ................................. 7
Net Asset Value .................................... 7
Distributions ....................................... 7
Taxes ............................................. 7
Shareholder Communications ........................ 8
Organization, Meetings, and Voting Rights ......... 8
Additional Information .............................. 9

OTHER INVESTMENT PRACTICES, RISK
CONSIDERATIONS AND POLICIES OF THE FUND ............ 9
Foreign Securities ................................. 9
Short-Term Trading ................................. 10
Cash Reserves and Repurchase Agreements ............ 10
Leverage Risks Associated with Certain Investment
Techniques ........................................ 11
Certain Policies to Reduce Risk ..................... 11

CHANGES TO INVESTMENT OBJECTIVE AND
NON-FUNDAMENTAL POLICIES ........................ 11

</TABLE>

<PAGE>

THE FUND

The Fund is one of a series of separate portfolios of the Trust. The Trust is
an open-end management investment company currently consisting of seven series.
The Fund is a diversified Fund. The Trust issues shares of beneficial interest
in the Fund that represent interests in a separate portfolio of securities and
other assets. The Trust may add or delete series from time to time.

The Trust is a funding vehicle for variable annuity contracts ("VA contracts")
and variable life insurance policies ("VLI policies") offered by the separate
accounts of life insurance companies ("Participating Insurance Companies").
Certain Participating Insurance Companies are affiliated with the adviser to
the Fund ("Affiliated Participating Insurance Companies"). Shares of the Fund
from time to time may be sold to other unaffiliated Participating Insurance
Companies.

The prospectuses of the separate accounts of the Participating Insurance
Companies describe which funds are available to the separate accounts offering
the VA contracts and VLI policies. The Fund assumes no responsibility for those
prospectuses. However, Liberty Advisory Services Corp. (formerly named "Keyport
Advisory Services Corp.") ("LASC") and the Board of Trustees of the Trust
("Board of Trustees") monitor events to identify any material conflicts that
may arise between the interests of the Participating Insurance Companies or
between the interests of owners of VA contracts and VLI policies. The Fund
currently does not foresee any disadvantages to the owners of VA contracts and
VLI policies arising from the fact that certain interests of the owners may
differ. The Statement of Additional Information contains additional information
regarding such differing interests and related risks.

LASC provides investment management and advisory services to the Fund pursuant
to its Management Agreement with the Fund.

Newport Fund Management, Inc. ("Newport") sub-advises the Fund pursuant to a
Sub-Advisory Agreement (the "Newport Sub-Advisory Agreement") with the Fund and
LASC.

LASC has delegated various administrative matters to Colonial Management
Associates, Inc. ("Colonial"). Colonial also provides transfer agency and
pricing and record keeping services to the Trust. Liberty Financial
Investments, Inc. ("LFII") serves as the principal underwriter of the Trust
with respect to sales of shares to Participating Insurance Companies which are
not affiliated with LASC.

LASC, Newport and LFII are wholly-owned indirect subsidiaries of Liberty
Financial Companies, Inc. ("LFC"). As of October 31, 1997, approximately 74.7%
of the combined voting power of LFC's issued and outstanding voting stock was
held, indirectly, by Liberty Mutual Insurance Company ("Liberty Mutual").
Liberty Life is a subsidiary of Liberty Mutual.

3
<PAGE>

FINANCIAL HIGHLIGHTS

The table below presents certain financial information for the Fund for the
period beginning with the Fund's commencement of operations May 1, 1995 and
ended June 30, 1997. The information through the fiscal year ended December 31,
1996 has been audited and reported on by the Fund's independent accountants,
Price Waterhouse LLP, whose report thereon appears in the Fund's annual report
to shareholders for the fiscal year ended December 31, 1996 (which may be
obtained without charge from LFII or from the Participating Insurance Company
issuing the applicable VA contract or VLI policy) and is incorporated by
reference into the Statement of Additional Information. The information for the
six-month period ended June 30, 1997 is unaudited. The Fund's total return
presented below does not reflect the cost of insurance and other insurance
company separate account charges which vary with the VA contracts and VLI
policies offered through the separate accounts of Participating Insurance
Companies.

<TABLE>
<CAPTION>
(Unaudited)
Six Months
Ended
June 30, Year Ended December 31,
------------ ------------------------------
1997 1996 1995**
------------ ----------- ----------------
<S> <C> <C> <C>
Per share operating performance:
Net asset value, beginning of period ........................... $ 2.52 $ 2.28 $ 2.00
---------- ------- ----------
Net investment income (a) .................................... 0.02 0.03 0.01
Net realized and unrealized gains on investments and foreign
currency transactions (a) .................................... 0.10 0.24 0.29
---------- ------- ----------
Total from investment operations .............................. 0.12 0.27 0.30
---------- ------- ----------
Less distributions from:
Dividends from net investment income ........................ -- (0.02) (0.01)
In excess of net investment income ........................... -- -- (0.01)
Dividends from net realized gains on investments ............ -- (0.01) --
---------- ------- ----------
Total distributions .......................................... -- (0.03) (0.02)
---------- ------- ----------
Net asset value, end of period ................................. $ 2.64 $ 2.52 $ 2.28
========== ======= ==========
Total return:
Total investment return (b) .................................... 4.76%** 11.73% 15.00%***
Ratios/supplemental data:
Net assets, end of period (000) .............................. $ 39,725 $34,642 $ 18,977
Ratio of net expenses to average net assets (c) ............... 1.20%* 1.27% 1.79%*
Ratio of net investment income to average net assets (c) ...... 1.42%* 1.20% 0.89%*
Portfolio turnover ratio ....................................... 6%** 7% 12%***
Average commission rate (d) .................................... $ 0.0103 $0.0172 --

</TABLE>

* Annualized
** For the period from the commencement of operations (May 1, 1995) to
December 31, 1995.
*** Not Annualized
(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) For fiscal years beginning on or after September 1, 1995, a fund is
required to disclose its average commission rate per share for trades on
which commissions are charged.

4
<PAGE>

HOW THE FUND INVESTS

All investments, including mutual funds, have risks, and no one mutual fund is
suitable for all investors. No one Fund by itself constitutes a complete
investment program. The net asset value of the shares of the Fund will vary
with market conditions and there can be no guarantee that the Fund will achieve
its investment objective.

More information about the portfolio securities in which the Fund invests,
including certain risks and investment limitations, is provided in the
Statement of Additional Information.

Investment Objective. The Fund seeks long-term capital growth.

For a discussion of certain special risks and other considerations pertaining
to investments in foreign securities applicable to the Fund, see "OTHER
INVESTMENT PRACTICES, RISK CONSIDERATIONS, AND POLICIES OF THE FUND: Foreign
Securities." Such special risks are particularly relevant to investments in
equity securities issued by companies located in the Tiger countries.

FUND MANAGEMENT ORGANIZATIONS

The Trustees

The business of the Trust and the Fund is supervised by the Trust's Board of
Trustees. The Statement of Additional Information contains the names of and
biographical information on the Trustees.

The Manager: Liberty Advisory Services Corp. (LASC)

LASC, 125 High Street, Boston Massachusetts 02110, is the manager of the Trust.
LASC was incorporated on January 8, 1993 under the laws of the Commonwealth of
Massachusetts.

5
<PAGE>

Fund by others. In accordance with its Management Agreement with the Fund, LASC
may, at its own expense, delegate the performance of certain of its
administrative responsibilities to its affiliate LFC, or any of LFC's
majority-owned subsidiaries. LASC has delegated its administrative
responsibilities to Colonial in accordance with this authority. LASC, or its
affiliates, pay all compensation of the Fund's directors and officers who are
employees of LASC or its affiliates.

The Trust pays LASC a management fee, accrued daily and paid monthly, at a
maximum annual rate of 0.90% of the average daily net assets of the Fund.

LASC's Sub-Adviser

Newport is the Sub-Adviser of the Fund. Newport, whose principal address is 580
California Street, Suite 1960, San Francisco, California 94104, is an indirect
wholly owned subsidiary of LFC.

LASC, out of the management fee it receives from the Fund, pays Newport a
sub-advisory fee at the annual rate of 0.70% of the average daily net assets of
the Fund.

Under the Newport Sub-Advisory Agreement, Newport manages the assets of the Fund
in accordance with its investment objective, investment program, policies, and
restrictions under the supervision of LASC and the Board of Trustees. Newport
determines which securities and other instruments are purchased and sold for the
Fund.

FUND SERVICE ORGANIZATIONS

Custodian

As of the date of this Prospectus, UMB, n.a., 928 Grand Ave., Kansas City,
Missouri 64141, is the custodian for the Fund. The Board of Trustees has
approved the appointment of The Chase Manhattan Bank, 4 Chase Metro Tech
Center, Brooklyn, New York 11245 to become the custodian for the Fund. This
change is expected to be completed not later than during the first quarter of
1998. Foreign securities are maintained in the custody of foreign branches of
U.S. banks, foreign banks and foreign trust companies that are members of the
custodian's global custody network or foreign depositories used by such
members.

Independent Accountants: Price Waterhouse LLP

Price Waterhouse LLP, 160 Federal Street, Boston, Massachusetts 02110 are the
Fund's independent accountants.

OTHER CONSIDERATIONS

Expenses of the Fund

The Fund generally will pay all its expenses, other than those borne by LASC
and Newport. LASC has agreed to reimburse all expenses, including management
fees, but excluding interest, taxes, brokerage, and other expenses which are
capitalized in accordance with accepted accounting procedures, and
extraordinary expenses, incurred by the Fund in excess of 1.75% of average net
asset value per annum for the period beginning May 1, 1997 until April 30,
1998.

The expenses payable by the Fund include, among other things, the management
fee payable to LASC, described above; fees for services of independent
accountants; consultant fees; legal fees; transfer agent, custodian and
portfolio record keeping and tax information services fees; fees for pricing
and record keeping services, and of equipment for communication among the
Fund's custodian, LASC, Newport and others; taxes and fees for the preparation
of the Fund's tax returns; brokerage fees and commissions; interest; costs of
Board of Trustees and shareholder meetings; cost of updates and printing of
prospectuses and reports to shareholders; fees for filing reports with
regulatory bodies and the maintenance of the Fund's existence; membership dues
for industry trade associations; fees to federal authorities for the
registration of the shares of the Fund; fees and expenses of Trustees who are
not directors, officers, employees or stockholders of LASC, Newport or their
affiliates; insurance and fidelity bond premiums; and other extraordinary
expenses of a non-recurring nature.

It is the policy of the Trust that expenses directly charged or attributable to
the Fund will be paid from the assets of the Fund.

6
<PAGE>

General expenses of the Trust will be allocated among and charged to the assets
of each series of the Trust, including the Fund, on a basis that the Board of
Trustees deems fair and equitable, which may be based on the relative assets of
each series or the nature of the services performed and their relative
applicability to each series.

Purchases and Redemptions

Investment Return

Net Asset Value

The initial net asset value of the Fund at the commencement of operations was
established at $2.00. The net asset value per share of the Fund is determined as
of the close of regular trading on the New York Stock Exchange ("NYSE")
(currently 4:00 p.m., New York time). Net asset value per share is calculated
for the Fund by dividing the current market value of total portfolio assets,
less all liabilities (including accrued expenses), by the total number of shares
outstanding. Net asset value is determined on each day when the NYSE is open,
except on such days in which no order to purchase or redeem shares is received.
The NYSE is scheduled to be open Monday through Friday throughout the year
except for certain federal and other holidays.

All assets denominated in foreign currencies are converted to U.S. dollars. The
books and records of the Fund are recorded in U.S. dollars.

Distributions

The 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 the Fund consists of all dividends or interest
received by the Fund, less estimated expenses (including the advisory and
administrative fees). The Fund will declare and distribute income dividends
annually. 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 net asset
value, as of the record date for the distributions.

Taxes

7
<PAGE>

tax currently on this income to the extent such income is applied to increase
the values of VA contracts and VLI policies.

Among the conditions for qualification and avoidance of taxation at the Trust
level, Subchapter M imposes investment limitations, distribution requirements,
and requirements relating to the diversification of investments. The
requirements of Subchapter M may affect the investments made by the Fund. Any
of the applicable diversification requirements could require a sale of assets
of the Fund that would affect the net asset value of the Fund.

In addition, the Tax Reform Act of 1986 made certain changes to the tax
treatment of regulated investment companies, including the imposition of a
nondeductible 4% excise tax on certain undistributed amounts. To avoid this
tax, the Fund must declare and distribute to its shareholders by the end of
each calendar year at least 98% of ordinary income earned during that calendar
year and at least 98% of capital gain net income, net of carry-forward losses,
if any, realized for the twelve-month period ending October 31 of that year,
plus any remaining undistributed income from the prior year.

Shareholder Communications

Organization, Meetings, and Voting Rights

8
<PAGE>

the Trust's shareholders or the Board of Trustees. The Trust is authorized to
issue an unlimited number of shares of beneficial interest without par value,
in one or more series as the Board of Trustees may authorize.

Under Massachusetts law, shareholders of a business trust may, under certain
circumstances, be held personally liable for the obligations of the Trust.
However, the Trust's Declaration of Trust disclaims liability of the
shareholders, the Trustees, or officers of the Trust for acts or obligations of
the Trust, which are binding only on the assets and property of the Trust (or
the Fund) and requires that notice of such disclaimer be given in each
agreement, obligation, or contract entered into or executed by the Trust or the
Board. The Declaration of Trust provides for indemnification out of the Trust's
(or the Fund's) assets for all losses and expenses of any shareholder held
personally liable for the obligations of the Trust. Thus, the risk of a
shareholder incurring financial loss on account of shareholder liability is
believed to be remote because it is limited to circumstances in which the
disclaimer is inoperative and the Trust itself is unable to meet its
obligations. The risk to the Fund of sustaining a loss on account of
liabilities incurred by another fund also is believed to be remote.

Additional Information

OTHER INVESTMENT PRACTICES, RISK CONSIDERATIONS AND POLICIES OF THE FUND

A number of the investment policies and techniques referred to below are subject
to certain additional risks described more fully in the Statement of Additional
Information.

Foreign Securities

The Fund normally will remain fully invested in equity securities of companies
located in the Tiger countries. Investments in foreign securities include
sovereign risks and risks pertaining to the local economy in the country or
countries in which the foreign issuer conducts business. Investments in foreign
securities also involve certain risks that are not typically associated with
investing in domestic issuers, including: (i) foreign securities traded for
foreign currencies and/or denominated in foreign currencies may be affected
favorably or unfavorably by changes in currency exchange rates and exchange
control regulations, and the Fund may incur costs in connection with
conversions between various currencies; (ii) less publicly available
information about the securities and about the foreign company or government
issuing them; (iii) less comprehensive accounting, auditing, and financial
reporting standards, practices, and requirements; (iv) securities markets
outside the United States may be less developed or efficient than those in the
United States and government supervision and regulation of those securities
markets and brokers and the issuers in those markets is less comprehensive than
that in the United States; (v) the securities of some foreign issuers may be
less liquid and more volatile than securities of comparable domestic issuers;
(vi) settlement of transactions with respect to foreign securities may
sometimes be delayed beyond periods customary in the United States; (vii) fixed
brokerage commissions on certain foreign securities exchanges and custodial
costs with respect to securities of foreign issuers generally exceed domestic
costs; and (viii) with respect to some countries, there is the possibility of
unfavorable changes in investment or exchange control regulations,
expropriation, or confiscatory taxation, taxation at the source of the income
payment or dividend distribution, difficulties in enforcing judgements,
limitations on the removal of funds or other assets of the Fund, political or
social instability, or diplomatic developments that could adversely affect
United States investments in those countries.

The Fund's investments in foreign securities may include investments in
countries whose economies or securities markets are not yet highly developed.
Special risks associated with these investments (in addition to the
considerations regarding foreign investments generally) may include, among
others, greater political uncertainties, an economy's dependence on revenues
from particular commodities or on international aid or development assistance,
currency transfer restrictions, highly limited numbers of potential buyers for
such securities and delays and disruptions in securities settlement procedures.

Foreign Currency Transactions. Transactions in foreign securities include
currency conversion costs. The Fund may engage in currency exchange
transactions to convert currencies

9
<PAGE>

to or from U.S. dollars. The Fund may purchase or sell foreign currencies on a
spot or forward basis. Such transactions will be entered into (i) to lock in a
particular foreign exchange rate pending settlement of a purchase or sale of a
foreign security or pending the receipt of interest, principal or dividend
payments on a foreign security held by the Fund, or (ii) to hedge against a
decline in the value, in U.S. dollars or in another currency, of a foreign
currency in which securities held by the Fund are denominated.

ADRs. With respect to equity securities, the Fund may purchase structured and
unstructured ADRs. ADRs are U.S. dollar-denominated certificates issued by a
United States bank or trust company representing the right to receive
securities of a foreign issuer deposited in a domestic bank or foreign branch
of that bank or a corresponding bank and traded on a United States exchange or
in an over-the-counter market. Generally, ADRs are in registered form. There
are no fees imposed on the purchase or sale of ADRs when purchased from the
issuing bank or trust company in the initial underwriting, although the issuing
bank or trust company may impose charges for the collection of dividends and
the conversion of ADRs into the underlying securities. Investment in ADRs has
certain advantages over direct investment in the underlying foreign securities
since: (i) ADRs are U.S. dollar-denominated investments that are registered
domestically, easily transferable and for which market quotations are readily
available; and (ii) issuers whose securities are represented by ADRs are
subject to the same auditing, accounting, and financial reporting standards as
domestic issuers. Investments in ADRs, however, are otherwise subject to the
same general considerations and risks pertaining to foreign securities
described above.

See "DESCRIPTION OF CERTAIN INVESTMENTS: Investments in Less Developed
Countries;" "Foreign Currency Transactions;" "Currency Forward and Futures
Contracts;" "Settlement Procedures;" "Foreign Currency Conversion;" and
"Passive Foreign Investment Companies" in the Statement of Additional
Information for more information about foreign investments.

Short-Term Trading

As a result of the Fund's investment policies, under certain market conditions,
the Fund's portfolio turnover rate may be higher than that of other mutual
funds. Portfolio turnover rate for a fiscal year is the ratio of the lesser of
purchases or sales of portfolio securities to the monthly average of the value
of portfolio securities, excluding securities whose maturities at acquisition
were one year or less. A 100% turnover rate would occur if all of the securities
in the portfolio were sold and either repurchased or replaced within one year.
Although the Fund cannot predict portfolio turnover rate, it is estimated that,
under normal circumstances, the annual rate for the Fund will be no greater than
100%. The portfolio turnover rate of the Fund for the period ended December 31,
1996 is shown under "FINANCIAL HIGHLIGHTS" above. The Fund's portfolio turnover
rate is not a limiting factor when the portfolio manager considers a change in
the Fund's portfolio.

Cash Reserves and Repurchase Agreements

10
<PAGE>

Leverage Risks Associated with Certain Investment Techniques

The purchase and sale of foreign currency on a forward basis may present
additional risks associated with the use of leverage. Leverage may magnify the
effect on Fund shares of fluctuations in the values of the securities
underlying these transactions. In accordance with Securities and Exchange
Commission pronouncements, to reduce (but not necessarily eliminate) leverage,
the Fund will either "cover" its obligations under such transactions by holding
the securities or other commodities (or rights to acquire the securities or
such commodities) it is obligated to deliver under such transactions, or
deposit and maintain in segregated account with its custodian cash, liquid
securities, or securities denominated in the particular foreign currency, equal
in value to the Fund's obligations under such transactions.

Certain Policies to Reduce Risk

The Fund has adopted certain fundamental investment policies in managing its
portfolio that are designed to maintain the portfolio's diversity and reduce
risk. The Fund will not: (i) with respect to 75% of its total assets, invest in
more than 10% of the outstanding voting securities of any one issuer or invest
more than 5% of its total assets in the securities of any one issuer; or (ii)
borrow money except temporarily from banks to facilitate redemption requests
that might otherwise require untimely disposition of portfolio securities and
in amounts not exceeding 10% of the Fund's total assets. Limitation (i) does
not apply to U.S. Government Securities. The investment policies described
above in this paragraph are fundamental and may be changed only by approval of
the Fund's shareholders.

Additional investment restrictions are set forth in the Statement of Additional
Information.

CHANGES TO INVESTMENT OBJECTIVES AND NON-FUNDAMENTAL POLICIES

11
<PAGE>

Distributed by:
Liberty Financial Investments, Inc.
One Financial Center, Boston, MA 02111-2621

VA Contract and VLI Policy Service Hotline
800-367-3653 (Option 3)
Keyline 800-367-3654

<PAGE>

LIBERTY VARIABLE INVESTMENT TRUST

Federal Reserve Plaza, 600 Atlantic Avenue
Boston, Massachusetts 02210

STATEMENT OF ADDITIONAL INFORMATION
Dated November 15, 1997

The Statement of Additional Information ("SAI") is not a Prospectus,
but should be read in conjunction with the Trust's Prospectus, dated November
15, 1997 and any supplement thereto, which may be obtained at no charge by
calling Keyport Financial Services Corp. at (800) 437-4466, or by contacting the
applicable Participating Insurance Company, or the broker-dealers offering
certain variable annuity contracts or variable life insurance policies issued by
the Participating Insurance Company.

The date of this SAI is November 15, 1997.

<PAGE>

TABLE OF CONTENTS

ITEM PAGE

INVESTMENT MANAGEMENT AND OTHER SERVICES.............................. S-3
General...................................................... S-3
Trust Charges and Expenses................................... S-6

INVESTMENT RESTRICTIONS ........................................... S-7
Growth and Income Fund....................................... S-7
Global Utilities Fund........................................ S-8
International Fund For Growth................................ S-9
U.S. Stock Fund ........................................... S-10
Strategic Income Fund........................................ S-11
Tiger Fund................................................... S-12
All-Star Fund................................................ S-14

MORE FACTS ABOUT TRUST .............................................. S-16
Mixed and Shared Funding..................................... S-16
Organization................................................. S-16
Trustees and Officers ...................................... S-17
Principal Holders of Securities.............................. S-20
Custodians................................................... S-21

OTHER CONSIDERATIONS ................................................ S-21
Portfolio Turnover ...... .................................. S-21
Suspension of Redemptions.................................... S-21
Valuation of Securities .................................... S-21
Portfolio Transactions ..................................... S-23

DESCRIPTION OF CERTAIN INVESTMENTS.................................... S-26
Money Market Instruments..................................... S-26
Investments in Less Developed Countries...................... S-29
Foreign Currency Transactions................................ S-29
Options on Securities ...................................... S-33
Futures Contracts and Related Options........................ S-36
Passive Foreign Investment Companies......................... S-40
Securities Loans ........................................... S-40

INVESTMENT PERFORMANCE .............................................. S-41

INDEPENDENT ACCOUNTANTS AND FINANCIAL STATEMENTS...................... S-42

S-2
<PAGE>

Liberty Variable Investment Trust (formerly "Keyport Variable Investment
Trust") (the "Trust"), a Massachusetts business trust, is registered with the
Securities and Exchange Commission ("SEC") as an open-end management investment
company. The Trust currently offers seven Funds: Colonial Growth and Income
Fund, Variable Series ("Growth and Income Fund"); Stein Roe Global Utilities
Fund, Variable Series ("Global Utilities Fund"); Colonial International Fund For
Growth, Variable Series ("International Fund For Growth"); Colonial U.S. Stock
Fund, Variable Series ("U.S. Stock Fund"); Colonial Strategic Income Fund,
Variable Series ("Strategic Income Fund"); Newport Tiger Fund, Variable Series
("Tiger Fund") and Liberty All-Star Equity Fund, Variable Series ("All-Star
Fund"). The Trust may add or delete Funds from time to time. The Trust commenced
operations on July 1, 1993.

INVESTMENT MANAGEMENT AND OTHER SERVICES

General

Liberty Advisory Services Corp. ("LASC") serves as Manager pursuant to
four investment advisory agreements between the Trust on behalf of one or more
of the Funds and LASC (the "Management Agreements"). LASC is a direct wholly
owned subsidiary of Keyport Life Insurance Company ("Keyport"), which is an
indirect wholly owned subsidiary of Liberty Financial Companies, Inc. ("LFC").
As of October 31, 1997, approximately 74.7% of the combined voting power of
LFC's outstanding voting stock was owned, indirectly, by Liberty Mutual
Insurance Company ("Liberty Mutual").

LASC and the Trust, on behalf of each of Growth and Income Fund,
International Fund For Growth, U.S. Stock Fund and Strategic Income Fund, have
entered into separate Sub-Advisory Agreements ("Colonial Sub-Advisory
Agreements") with Colonial Management Associates, Inc. ("Colonial"). Colonial is
an indirect wholly owned subsidiary of LFC.

LASC and the Trust, on behalf of the Global Utilities Fund, have
entered into a separate Sub-Advisory Agreement (the "Stein Roe Sub-Advisory
Agreement") with Stein Roe & Farnham Incorporated ("Stein Roe"). Stein Roe is an
indirect wholly owned subsidiary of LFC.

LASC and the Trust, on behalf of the Tiger Fund, have entered into a
separate Sub-Advisory Agreement (the "Newport Sub-Advisory Agreement;"
collectively, with the Colonial Sub-Advisory Agreements and the Stein Roe
Sub-Advisory Agreement, the "Sub-Advisory Agreements") with Newport Fund
Management, Inc. ("Newport"). Newport is an indirect wholly owned subsidiary of
LFC.

Liberty Asset Management Company ("LAMCO") sub-advises All-Star Fund
pursuant to the Management Agreement for such Fund (to which LAMCO is a party).
All-Star Fund's investment program is based upon LAMCO's multi-manager concept.
LAMCO allocates the Fund's portfolio assets on an equal basis among a number of
independent investment management organizations ("Portfolio Managers") --
currently five in number -- each of which employs a different investment style,
and periodically rebalances the Fund's portfolio among the Portfolio Managers so
as to maintain an approximately equal allocation of the portfolio among them
throughout all market cycles. Each

S-3
<PAGE>

Portfolio Manager provides these services under a Portfolio Management Agreement
(the "Portfolio Management Agreements") among the Trust, on behalf of All-Star
Fund, LAMCO and such Portfolio Manager.

All-Star Fund's current Portfolio Managers are:

J.P. Morgan Investment Management Inc.
Oppenheimer Capital
Palley-Needelman Asset Management, Inc.
Westwood Management Corp.
Wilke/Thompson Capital Management, Inc.

Liberty Advisory Services Corp. Keyport owns all of the outstanding
common stock of LASC. LASC's address is 125 High Street, Boston, Massachusetts
02110. The directors and principal executive officer of LASC are: John W.
Rosensteel (principal executive officer); John E. Arant, III; James J. Klopper;
and Paul H. LeFevre, Jr. Mr. Rosensteel also is a director of Keyport Financial
Services Corp. ("KFSC"), the principal underwriter for shares of the Funds sold
to Affiliated Participating Insurance Companies (as such term is defined in the
Prospectus).

Colonial Management Associates, Inc. The Colonial Group, Inc., One
Financial Center, Boston, Massachusetts 02111, owns all of the outstanding
common stock of Colonial. LFC owns all of the outstanding common stock of The
Colonial Group, Inc. The directors and principal executive officer of Colonial
are Bonny E. Boatman, Sheila A. Carroll, Harold W. Cogger, Stephen Gibson
(principal executive officer), Carl C. Ericson, C. Frazier Evans, Donald S.
MacKinnon, Helen Frame Peters, Daniel Rie, Davey S. Scoon and Michael H. Koonce.

Stein Roe & Farnham Incorporated. Stein Roe, One South Wacker Drive,
Chicago, Illinois, 60606, is an indirect wholly owned subsidiary of LFC. The
directors and principal executive officer of Stein Roe are Kenneth R. Leibler,
C. Allen Merritt, Jr., Hans P. Ziegler (principal executive officer), Timothy K.
Armour, and Harold W. Cogger.

Newport. Newport Pacific Management, Inc. ("Newport Pacific"), 580
California Street, San Francisco, California 94104, owns all of the outstanding
common stock of Newport. Liberty Newport Holdings, Ltd. ("LNH") owns all of the
outstanding common stock of Newport Pacific. LFC owns all of the outstanding
stock of LNH. The directors and principal executive officer of Newport are John
M. Mussey (principal executive officer), Sabino Marinella, Kenneth R. Leibler,
Lindsay Cook, Thomas R. Tuttle, Pamela Frantz and Linda Couch.

Liberty Asset Management Company; LAMCO's Portfolio Managers. LAMCO,
600 Atlantic Avenue, 23rd Floor, Boston, Massachusetts 02210, is an indirect
wholly owned subsidiary of LFC. The directors and principal executive officer of
LAMCO are: Kenneth R. Leibler, Richard R. Christensen (principal executive
officer), Lindsay Cook and C. Allen Merritt, Jr. Mr. Christensen is Chairman of
the Board of Trustees of the Trust.

S-4
<PAGE>

As of the date of this Statement of Additional Information, the
following entities serve as LAMCO's Portfolio Managers for All-Star Fund:

[bullet] J.P. Morgan Investment Management, Inc. J.P. Morgan Investment
Management Inc. ("J.P. Morgan"), 522 Fifth Avenue, New York, New York
10036, is a wholly-owned subsidiary of J.P. Morgan & Co. Incorporated,
a New York Stock Exchange listed bank holding company the principal
banking subsidiary of which is Morgan Guaranty Trust Company of New
York. J.P. Morgan's principal executive officer is Keith M. Schappert,
and its directors are Mr. Schappert and Messrs. William L. Cobb, Jr.,
C. Nicolas Potter, Michael R. Granito, John R. Thomas, Thomas M. Luddy,
Michael E. Patterson, Jean Louis Pierre Brunel, Robert A. Anselmi,
Milan Steven Soltis and K. Warren Anderson.

[bullet] Oppenheimer Capital. Oppenheimer Capital, Oppenheimer Tower, World
Financial Center, New York, New York 10281, also is a wholly-owned
subsidiary of PIMCO Advisors L.P. Oppenheimer Capital's principal
executive officer is George Long, and its directors are Mr. Long and
Frank LaCates.

[bullet] Palley-Needelman Asset Management, Inc. Palley-Needelman Asset
Management, Inc.'s address is 800 Newport Center Drive, Suite 450,
Newport Beach, California 92660. The firm is owned by Roger B. Palley,
President, and Chester J. Needelman, chief executive officer. Messrs.
Palley and Needelman are its directors.

[bullet] Westwood Management Corp. Westwood Management Corp., 300 Crescent
Court, Suite 1320, Dallas, Texas 75201, is a wholly owned subsidiary of
Southwest Securities Group, Inc. Its principal executive officer is
Susan M. Byne. Its directors are Ms. Byrne, Raymond E. Wooldridge, Don
A. Buchhotz, David M. Glatstein, and Patricia R. Fraze.

[bullet] Wilke/Thompson Capital Management, Inc. Wilke/Thompson Capital
Management, Inc. ("Wilke/Thompson"), 3800 Norwest Center, 90 South
Seventh Street, Minneapolis, Minnesota 55402, is a corporation of which
Anthony L. Ventura, its President, owns 23%, and Mark A. Thompson, its
Chairman and Chief Investment Officer, owns 56%, of its outstanding
shares. (The balance of such shares are owned by other employees).
Messrs. Thompson and Ventura comprise its Board of Directors.

The Management Agreements, the Sub-Advisory Agreements and the
Portfolio Management Agreements provide that none of LASC, Colonial, Stein Roe,
Newport, LAMCO or LAMCO's Portfolio Managers (collectively, the "Advisers"), nor
any of their respective directors, officers, stockholders (or partners of
stockholders), agents, or employees shall have any liability to the Trust or any
shareholder of any Fund for any error of judgment, mistake of law or any loss
arising out of any investment, or for any other act or omission in the
performance by such Adviser of its respective duties under such agreements,
except for liability resulting from willful misfeasance, bad faith or gross

S-5
<PAGE>

negligence on the part of such Adviser, in the performance of its respective
duties or from reckless disregard by such Adviser of its respective obligations
and duties thereunder.

Trust Charges and Expenses

Growth and Income Fund and Global Utilities Fund commenced operations
on July 1, 1993. International Fund For Growth commenced operations on May 2,
1994. U.S. Stock Fund and Strategic Income Fund commenced operations on July 5,
1994. Tiger Fund commenced operations on May 1, 1995. All-Star Fund commenced
operations on or about the date of this SAI.

Management Fees. Each Fund listed below paid LASC management fees as
follows during each year in the three-year period ended December 31, 1996
pursuant to the Management Agreements described in the Prospectus:

1994 1995 1996
---- ---- ----

Growth and Income Fund: $273,406 $384,179 $538,173
Global Utilities Fund: $269,227 $284,469 $315,944
International Fund For Growth: $ 88,260 $183,697 $224,146
U.S. Stock Fund: $ 48,403 $237,547 $418,745
Strategic Income Fund: $ 36,266 $181,811 $322,142
Tiger Fund: -- $ 86,228 $258,891

Certain Administrative Expenses. During each year in the three-year
period ended December 31, 1996 each Fund listed below made payments as follows
to Colonial or an affiliate thereof for pricing and bookkeeping services.

1994 1995 1996
---- ---- ----
Growth and Income Fund: $27,000 $30,524 $40,025
Global Utilities Fund: $27,091 $27,000 $27,000
International Fund For Growth: $18,000 $27,000 $27,000
U.S. Stock Fund: $13,500 $27,000 $27,000
Strategic Income Fund: $13,500 $27,000 $27,000
Tiger Fund: -- $18,000 $27,000

In addition, during each year in the three-year period ended December
31, 1996 each Fund listed below made payments as follows to Colonial or an
affiliate thereof for transfer agent services:

1994 1995 1996
---- ---- ----
Growth and Income Fund: $7,500 $7,500 $7,500
Global Utilities Fund: $7,500 $7,500 $7,500
International Fund For Growth: $5,000 $7,500 $7,500
U.S. Stock Fund: $3,750 $7,500 $7,500
Strategic Income Fund: $3,750 $7,500 $7,500
Tiger Fund: -- $5,000 $7,500

S-6
<PAGE>

Expense Limitations. LASC has agreed to reimburse all expenses,
including management fees, but excluding interest, taxes, brokerage, and other
expenses which are capitalized in accordance with generally accepted accounting
procedures, and extraordinary expenses, incurred by (i) each of Growth and
Income Fund, Global Utilities Fund, U.S. Stock Fund and All-Star Fund in excess
of 1.00% of average net asset value per annum, (ii) each of International Fund
For Growth and Tiger Fund in excess of 1.75% of average daily net asset value
per annum, and (iii) Strategic Income Fund in excess of 0.80% of average daily
net asset value per annum, in each case for the period from May 1, 1997 until
April 30, 1998. Pursuant to such limitations the total expenses of Strategic
Income Fund were reduced during 1996 by $27,636.

INVESTMENT RESTRICTIONS

In addition to the restrictions set forth in the Prospectus with
respect to each Fund which are described as fundamental investment policies, the
investment restrictions specified below with respect to each Fund as
"Fundamental Investment Policies" have been adopted as fundamental investment
policies of each Fund. Such fundamental investment policies may be changed only
with the consent of a "majority of the outstanding voting securities" of the
particular Fund. As used in the Prospectus and in this SAI, the term "majority
of the outstanding voting securities" means the lesser of (i) 67% of the voting
securities of a Fund present at a meeting where the holders of more than 50% of
the outstanding voting securities of a Fund are present in person or by proxy,
or (ii) more than 50% of the outstanding voting securities of a Fund. Shares of
each Fund will be voted separately on matters affecting only that Fund,
including approval of changes in the fundamental objectives, policies, or
restrictions of that Fund.

Total assets and net assets are determined at current value for
purposes of compliance with investment restrictions and policies. All percentage
limitations will apply at the time of investment and are not violated unless an
excess or deficiency occurs as a result of such investment. For purposes of the
diversification requirement of the Investment Company Act of 1940, as amended
(the "1940 Act"), the issuer with respect to a security is the entity whose
revenues support the security.

Growth and Income Fund

Fundamental Investment Policies. Growth and Income Fund may:

1. Issue senior securities only through borrowing money from
banks for temporary or emergency purposes up to 10% of its net
assets; however, the Fund will not purchase additional
portfolio securities while borrowings exceed 5% of net assets;

2. Invest up to 15% of its net assets in illiquid assets;

3. Underwrite securities issued by others only when disposing of
portfolio securities;

S-7
<PAGE>

4. Make loans through lending of securities not exceeding 30% of
total assets, through the purchase of debt instruments and
similar evidences of indebtedness typically sold privately to
financial institutions and through repurchase agreements;

5. Not concentrate more than 25% of its total assets in any one
industry;

6. With respect to 75% of total assets not purchase any security
(other than obligations of the U.S. Government and cash items
including receivables) if as a result more than 5% of its
total assets would then be invested in securities of a single
issuer or purchase the voting securities of an issuer if, as a
result of such purchase, the Fund would own more than 10% of
the outstanding voting shares of such issuer; and

7. Own real estate if it is acquired as the result of owning
securities and not more than 5% of total assets.

Other Investment Policies. As non-fundamental investment policies of
Growth and Income Fund which may be changed without a shareholder vote, the Fund
may not:

1. Purchase securities on margin, but it may receive short-term
credit to clear securities transactions and may make initial
or maintenance margin deposits in connection with futures
transactions;

2. Purchase and sell futures contracts and related options if the
total initial margin and premiums required to establish
non-hedging positions exceed 5% of its total assets; or

3. Have a short securities position, unless the Fund owns, or
owns rights (exercisable without payment) to acquire, an equal
amount of such securities.

Global Utilities Fund

Fundamental Investment Policies. Global Utilities Fund may:

2. Invest up to 15% of its net assets in illiquid assets;

3. Underwrite securities issued by others only when disposing of
portfolio securities;

S-8
<PAGE>

5. With respect to 75% of total assets not purchase any security
(other than obligations of the U.S. Government and cash items
including receivables) if as a result more than 5% of its
total assets would then be invested in securities of a single
issuer or purchase the voting securities of an issuer if, as a
result of such purchase, the Fund would own more than 10% of
the outstanding voting shares of such issuer; and

6. Own real estate if it is acquired as the result of owning
securities and not more than 5% of total assets.

Other Investment Policies. As non-fundamental investment policies of
Global Utilities Fund which may be changed without a shareholder vote, the Fund
may not:

1. Purchase securities on margin, but it may receive short-term
credit to clear securities transactions (this restriction does
not apply to securities purchased on a when-issued basis or to
margin deposits in connection with futures or options
transactions);

2. Purchase and sell futures contracts and related options if the
total initial margin and premiums required to establish
non-hedging positions exceed 5% of its total assets; and

3. Have a short securities position, unless the Fund owns, or
owns rights (exercisable without payment) to acquire, an equal
amount of such securities.

International Fund For Growth

Fundamental Investment Policies. International Fund For Growth may:

2. Underwrite securities issued by others only when disposing of
portfolio securities;

3. Make loans through lending of securities not exceeding 30% of
total assets, through the purchase of debt instruments and
similar evidences of indebtedness typically sold privately to
financial institutions and through repurchase agreements;

4. Not concentrate more than 25% of its total assets in any one
industry;

5. Only own real estate acquired as the result of owning
securities and not more than 5% of total assets;

6. Purchase and sell futures contracts and related options so
long as the total initial margin and premiums on the contracts
do not exceed 5% of its total assets; and

S-9
<PAGE>

7. Not purchase any security issued by another investment company
if immediately after such purchase the Fund would own in the
aggregate (i) more than 3% of the total outstanding voting
securities of such other investment company, (ii) securities
issued by such other investment company having an aggregate
value in excess of 5% of the Fund's total assets, or (iii)
securities issued by investment companies having an aggregate
value in excess of 10% of the Fund's total assets.

Other Investment Policies. As non-fundamental investment policies of
International Fund For Growth which may be changed without a shareholder vote,
the Fund may not:

1. Purchase securities on margin, but it may receive short-term
credit to clear securities transactions and may make initial
or maintenance margin deposits in connection with futures
transactions;

2. Have a short securities position, unless the Fund owns, or
owns rights (exercisable without payment) to acquire, an equal
amount of such securities;

3. Invest more than 15% of its net assets in illiquid assets;

4. With respect to 75% of total assets, purchase any voting
security of an issuer if, as a result of such purchase, the
Fund would own more than 10% of the outstanding voting
securities of such issuer;

5. Purchase puts, calls, straddles, spreads, or any combination
thereof if, as a result of such purchase, the Fund's aggregate
investment in such securities would exceed 5% of total assets;

6. Acquire any security issued by a person that, in its most
recent fiscal year, derived 15% or less of its gross revenues
from securities related activities (within the meaning of Rule
12d3-1 under the Investment Company Act of 1940 (the "1940
Act")) if the Fund would control such person after such
acquisition; or

7. Acquire any security issued by a person that, in its most
recent fiscal year, derived more than 15% of its gross
revenues from securities related activities (as so defined)
unless (i) immediately after such acquisition of any equity
security, the Fund owns 5% or less of the outstanding
securities of that class of the issuer's equity securities,
(ii) immediately after such acquisition of a debt security,
the Fund owns 10% or less of the outstanding principal amount
of the issuer's debt securities, and (iii) immediately after
such acquisition, the Fund has invested not more than 5% of
its total assets in the securities of the issuer.

U.S. Stock Fund

Fundamental Investment Policies. U.S. Stock Fund may:

S-10
<PAGE>

2. Underwrite securities issued by others only when disposing of
portfolio securities;

4. Not concentrate more than 25% of its total assets in any one
industry; and

6. Only own real estate acquired as the result of owning
securities and not more than 5% of total assets; and

7. Purchase and sell futures contracts and related options so
long as the total initial margin and premiums on the contracts
do not exceed 5% of its total assets.

Other Investment Policies. As non-fundamental investment policies of
U.S. Stock Fund which may be changed without a shareholder vote, the Fund may
not:

1. Purchase securities on margin, but it may receive short-term
credit to clear securities transactions and may make initial
or maintenance margin deposits in connection with futures
transactions;

2. Have a short securities position, unless the Fund owns, or
owns rights (exercisable without payment) to acquire, an equal
amount of such securities;

3. Invest more than 15% of its net assets in illiquid assets; or

4. Purchase or sell commodity contracts if the total initial
margin and premiums on the contracts would exceed 5% of its
total assets.

Strategic Income Fund

Fundamental Investment Policies. Strategic Income Fund may:

S-11
<PAGE>

2. Underwrite securities issued by others only when disposing of
portfolio securities;

4. Not concentrate more than 25% of its total assets in any one
industry;

6. Only own real estate acquired as the result of owning
securities and not more than 5% of total assets; and

7. Purchase and sell futures contracts and related options so
long as the total initial margin and premiums on the contracts
do not exceed 5% of its total assets.

Other Investment Policies. As non-fundamental investment policies of
Strategic Income Fund which may be changed without a shareholder vote, the Fund
may not:

1. Purchase securities on margin, but it may receive short-term
credit to clear securities transactions and may make initial
or maintenance margin deposits in connection with futures
transactions;

2. Have a short securities position, unless the Fund owns, or
owns rights (exercisable without payment) to acquire, an equal
amount of such securities; or

3. Invest more than 15% of its net assets in illiquid assets.

S-12
<PAGE>

Tiger Fund

Fundamental Investment Policies. Tiger Fund may not:

1. With respect to 75% of total assets purchase any security
(other than obligations of the U.S. Government and cash items
including receivables) if as a result more than 5% of its
total assets would then be invested in securities of a single
issuer or purchase the voting securities of an issuer if, as a
result of such purchase, the Fund would own more than 10% of
the outstanding voting shares of such issuer;

2. Underwrite securities issued by others except when disposing
of portfolio securities;

3. Buy or sell commodities or commodity contracts (other than
currency forward contracts);

4. Borrow amounts in excess of 5% of the Fund's net asset value,
and only from banks as a temporary measure for extraordinary
or emergency purposes and not for investment in securities. To
avoid the untimely disposition of assets to meet redemptions
it may borrow up to 20% of the net value of its assets to meet
redemptions. The Fund will not make other investments while
such borrowings referred to above in this item are
outstanding. The Fund will not mortgage, pledge or in any
other manner transfer, as security for indebtedness, any of
its assets. (Short-term credits necessary for the clearance of
purchases or sales of securities will not be deemed to be
borrowings by the Fund.);

5. Make loans, except that the Fund may: (a) acquire for
investment a portion of an issue of bonds, debentures, notes
or other evidences of indebtedness of a corporation or
government; (b) enter into repurchase agreements, secured by
obligations of the United States or any agency or
instrumentality thereof;

6. Issue senior securities (except in accordance with 4 above);

7. Concentrate more than 25% of its total assets in any one of
its industry;

8. Purchase or sell real estate, provided that securities of
companies which deal in real estate or interests therein will
not be deemed to be investments in real estate.

S-13
<PAGE>

Other Investment Policies. As non-fundamental investment policies of
Tiger Fund which may be changed without a shareholder vote, the Fund may not:

1. Invest in companies for the purpose of exercising control;

2. Invest in securities of other investment companies except by
purchase in the open market involving only customary broker's
commissions, or as part of a merger, consolidation, or
acquisition of assets;

3. Participate on a joint and several basis in any securities
trading account;

4. Write or trade in put or call options;

5. Purchase securities on margin, but the Fund may utilize such
short-term credits as may be necessary for clearance of
purchases or sales of securities; or

6. Engage in short sales of securities.

All-Star Fund

Fundamental Investment Policies. All-Star Fund may not:

1. Issue senior securities, except as permitted by (2) below;

2. Borrow money, except that it may borrow in an amount not
exceeding 7% of its total assets (including the amount
borrowed) taken at market value at the time of such borrowing,
and except that it may make borrowings in amounts up to an
additional 5% of its total assets (including the amount
borrowed) taken at market value at the time of such borrowing,
to obtain such short-term credits as are necessary for the
clearance of securities transactions, or for temporary or
emergency purposes, and may maintain and renew any of the
foregoing borrowings, provided that the Fund maintains asset
coverage of 300% with respect to all such borrowings;

3. Pledge, mortgage or hypothecate its assets, except to secure
indebtedness permitted by paragraph (2) above and then only if
such pledging, mortgaging or hypothecating does not exceed 12%
of the Fund's total assets taken at market value at the time
of such pledge, mortgage or hypothecation. The deposit in
escrow of securities in connection with the writing of put and
call options and collateral arrangements with respect to
margin for future contracts are not deemed to be pledges or
hypothecation for this purpose;

4. Act as an underwriter of securities of other issuers, except
when disposing of securities;

S-14
<PAGE>

5. Purchase or sell real estate or any interest therein, except
that the Fund may invest in securities issued or guaranteed by
corporate or governmental entities secured by real estate or
interests therein, such as mortgage pass-through and
collateralized mortgage obligations, or issued by companies
that invest in real estate or interests therein;

6. Make loans to other persons except for loans of portfolio
securities (up to 30% of total assets) and except through the
use of repurchase agreements, the purchase of commercial paper
or the purchase of all or a portion of an issue of debt
securities in accordance with its investment objective,
policies and restrictions, and provided that not more than 10%
of the Fund's assets will be invested in repurchase agreements
maturing in more than seven days;

7. Invested in commodities or in commodity contracts (except
stock index futures and options);

8. Purchase securities on margin (except to the extent that the
purchase of options and futures may involve margin and except
that it may obtain such short-term credits as may be necessary
for the clearance of purchases or sales of securities), or
make short sales of securities;

9. Purchase the securities of issuers conducting their principal
business activity in the same industry (other than securities
issued or guaranteed by the United States, its agencies and
instrumentalities) if, immediately after such purchase, the
value of its investments in such industry would comprise 25%
or more of the value of its total assets taken at market value
at the time of each investment;

10. Purchase securities of any one issuer, if

(a) more than 5% of the Fund's total assets taken at
market value would at the time be invested in the securities
of such issuer, except that such restriction does not apply to
securities issued or guaranteed by the U.S. Government or its
agencies or instrumentalities or corporations sponsored
thereby, and except that up to 25% of the Fund's total assets
may be invested without regard to this limitation; or

(b) such purchase would at the time result in more
than 10% of the outstanding voting securities of such issuer
being held by the Fund, except that up to 25% of the Fund's
total assets may be invested without regard to this
limitation;

11. Invest in securities of another registered investment company,
except (i) as permitted by the Investment Company Act of 1940,
as amended from time to time, or any rule or order thereunder,
or (ii) in connection with a merger, consolidation,
acquisition or reorganization;

S-15
<PAGE>

12. Purchase any security, including any repurchase agreement
maturing in more than seven days, which is subject to legal or
contractual delays in or restrictions on resale, or which is
not readily marketable, if more than 10% of the net assets of
the Fund, taken at market value, would be invested in such
securities;

13. Invest for the purpose of exercising control over or
management of any company; or

14. Purchase securities unless the issuer thereof or any company
on whose credit the purchase was based, together with its
predecessors, has a record of at least three years' continuous
operations prior to the purchase, except for investments
which, in the aggregate, taken at cost do not exceed 5% of the
Fund's total assets.

Other Investment Policies. As non-fundamental investment policies of
All-Star Fund which may be changed without a shareholder vote, the Fund may not
borrow in an amount in excess of 5% of its total assets (including the amount
borrowed).

MORE FACTS ABOUT THE TRUST

Mixed and Shared Funding

As described in the Prospectus, the Trust serves as the funding medium
for VA contracts and VLI policies of Participating Insurance Companies (as such
term is defined therein), including those of Keyport, Independence Life &
Annuity Company ("Independence"), a wholly owned subsidiary of Keyport, and
Liberty Life Assurance Company of Boston ("Liberty Life"), 90%-owned subsidiary
of Liberty Mutual. This is referred to as "mixed and shared funding." 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 Board of Trustees monitors 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 of Participating Insurance
Companies 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.

At this time the Trust does not offer its shares to separate accounts
of insurance companies that are unaffiliated with Keyport or Liberty Mutual, but
anticipates doing so in the future.

Organization

The Trust is required to hold a shareholders' meeting to elect Trustees
to fill vacancies in the event that less than a majority of Trustees were
elected by shareholders. Trustees may also be removed by the vote of two-thirds
of the outstanding shares at a meeting called at the request of shareholders
whose interests represent 10% or more of the outstanding shares.

S-16
<PAGE>

The shares do not have cumulative voting rights, which means that the
holders of more than 50% of the shares of the Funds voting for the election of
Trustees can elect all of the Trustees, and, in such event, the holders of the
remaining shares will not be able to elect any Trustees.

The Funds are not required by law to hold regular annual meetings of
their shareholders and do not intend to do so. However, special meetings may be
called for purposes such as electing or removing Trustees or changing
fundamental policies.

Under Massachusetts law, shareholders of a business trust may, under
certain circumstances, be held personally liable for the obligations of the
Trust. The Trust's shareholders are the separate accounts of Participating
Insurance Companies, and, in certain cases, the general account of Keyport.
However, the Trust's Declaration of Trust disclaims liability of the
shareholders, the Trustees, or officers of the Trust for acts or obligations of
the Trust, which are binding only on the assets and property of the Trust (or
the applicable Fund thereof) and requires that notice of such disclaimer be
given in each agreement, obligation, or contract entered into or executed by the
Trust or the Board of Trustees. The Declaration of Trust provides for
indemnification out of the Trust's assets (or the applicable Fund) for all
losses and expenses of any shareholder held personally liable for the
obligations of the Trust. Thus, the risk of a shareholder incurring financial
loss on account of shareholder liability is believed to be remote because it is
limited to circumstances in which the disclaimer is inoperative and the Trust
itself is unable to meet its obligations. The risk to any one Fund of sustaining
a loss on account of liabilities incurred by another Fund is also believed to be
remote.

Trustees and Officers

The Trustees and officers of the Trust, together with information as to
their principal addresses and business occupations during the last five years,
are shown below. An asterisk next to a name indicates that a Trustee is
considered an "interested person" of the Trust (as defined in the 1940 Act).

======================================== ======================= =============================================
Positions(s) held Principal occupations
Name and Address with the Trust during past five years
======================================== ======================= =============================================
<S> <C> <C>
Richard R. Christensen* President and Trustee President, Liberty Investment Services,
Federal Reserve Plaza Inc.; since 1994, President, LAMCO
600 Atlantic Avenue
Boston, MA 02210
- ---------------------------------------- ----------------------- ---------------------------------------------
John A. Bacon Jr. Trustee Private Investor
4N640 Honey Hill Road
Box 296
Wayne, IL 60184
- ---------------------------------------- ----------------------- ---------------------------------------------

S-17
<PAGE>

Salvatore Macera Trustee Private Investor; formerly Executive Vice
20 Rowes Wharf President of Itek Corp. and President of
Boston, MA 02109 Itek Optical & Electronic Industries, Inc.

- ---------------------------------------- ----------------------- ---------------------------------------------
Dr. Thomas E. Stitzel Professor of Finance, College of Business,
2208 Tawny Woods Place Trustee Boise State University; Business Consultant
Boise, ID 83706 and Author
- ---------------------------------------- ----------------------- ---------------------------------------------
Timothy J. Jacoby Treasurer and Chief Treasurer and Chief Financial Officer of
One Financial Center Financial Officer the Colonial Funds; Senior Vice President
Boston, MA 02111 and Chief Financial Officer of Colonial
Management Associates, Inc.; formerly
Senior Vice President, Fidelity Accounting
and Custody Services, Inc. and Assistant
Treasurer to the Fidelity Group of Funds
- ---------------------------------------- ----------------------- ---------------------------------------------
John E. Lennon Vice President Vice President, Colonial
One Financial Center Management Associates, Inc.
Boston, MA 02111
- ---------------------------------------- ----------------------- ---------------------------------------------
Michael H. Koonce Vice President Senior Vice President and General Counsel,
One Financial Center Colonial Management Associates, Inc.
Boston, MA 02111 (August, 1997 to present); Vice President
and Counsel (prior thereto)
- ---------------------------------------- ----------------------- ---------------------------------------------
Carl C. Ericson Vice President Senior Vice President (Vice President prior
One Financial Center to 1996) Director and Manager of the
Boston, MA 02111 Taxable Fixed Income Group, Colonial
Management Associates, Inc.
- ---------------------------------------- ----------------------- ---------------------------------------------
John M. Mussey Vice President President, Newport Fund Management, Inc.
580 California Street
San Francisco, CA 94104
- ---------------------------------------- ----------------------- ---------------------------------------------
Ophelia Barsketis Vice President Senior Vice President, Stein Roe
One South Wacker Drive
Chicago, Illinois 60606
- ---------------------------------------- ----------------------- ---------------------------------------------

S-18
<PAGE>

======================================== ======================= =============================================
Positions(s) held Principal occupations
Name and Address with the Trust during past five years
======================================== ======================= =============================================
Deborah A. Jansen Vice President Vice President and Senior Research Analyst,
One South Wacker Drive Stein Roe (March 1996 to present and 1987
Chicago, Illinois 60606 to January, 1995); from June 5, 1995 to
June 30, 1995, Senior Equity Research
Analyst, BankOne Investment Advisers
Corporation
- ---------------------------------------- ----------------------- ---------------------------------------------
William R. Parmentier, Jr. Vice President Chief Investment Officer, LAMCO (April,
600 Atlantic Avenue 1995 to present); Chief Investment Officer
Boston, Massachusetts 02210 of Grumman Corporation, 1979-1994

- ---------------------------------------- ----------------------- ---------------------------------------------
Christopher S. Carabell Vice President Vice President, Investments, LAMCO (March,
600 Atlantic Avenue 1996 to present); Associate Director, U.S.
Boston, Massachusetts 02210 Equity Research, Rogers Casey & Associates,
January, 1995 to March, 1996; Director of
Investments, Boy Scouts of America, Inc.,
June, 1990 to January, 1995
- ---------------------------------------- ----------------------- ---------------------------------------------
John A. Benning Assistant Secretary Senior Vice President and General Counsel,
Federal Reserve Plaza Liberty Financial Companies, Inc.
600 Atlantic Avenue
Boston, MA 02210
- ---------------------------------------- ----------------------- ---------------------------------------------
Kevin M. Carome Secretary Since August 1993, Associate General
Federal Reserve Plaza Counsel and Vice President (since February
600 Atlantic Avenue 1995), Liberty Financial Companies, Inc.;
Boston, MA 02210 Associate, Ropes & Gray, prior thereto
======================================== ======================= =============================================

</TABLE>

As indicated in the above table, certain Trustees and officers of the
Trust also hold positions with LFC, Keyport, LASC, KFSC, Colonial, Stein Roe,
Newport, LAMCO and/or certain of their affiliates. Certain of the Trustees and
officers of the Trust hold comparable positions with certain other investment
companies.

S-19
<PAGE>

Compensation of Trustees

The table set forth below presents certain information regarding the
fees paid to the Trustees for their services in such capacity and total fees
paid to them by all other investment companies affiliated with the Trust.
Trustees do not receive any pension or retirement benefits from the Trust. No
officers of the Trust or other individuals who are affiliated with the Trust
receive any compensation from the Trust for services provided to it.

Compensation Table
- --------------------------------------------------------------------------------
Total Compensation
From the Trust and
Affiliated Investment
Name of Trustee Aggregate 1996 Compensation* Companies in 1996**
- --------------- --------------------------- -----------------

Richard R. Christensen -- --

John A. Bacon Jr. $9,000 $27,000

Salvatore Macera 9,000 27,000

Dr. Thomas E. Stitzel 9,000 27,000

- -----------------

* Consists of Trustee fees in the amount of (i) a $5,000 annual retainer,
(ii) a $1,000 meeting fee for each meeting attended in person and (iii)
a $500 meeting fee for each telephone meeting. Beginning in 1997, the
fee for meetings attended in person has been increased to $1,500 per
meeting.

** Includes Trustee fees paid by the Trust and Trustee fees paid by
SteinRoe Variable Investment Trust.

Principal Holders of Securities

All the shares of the Funds are held of record by sub-accounts of
separate accounts of Participating Insurance Companies on behalf of the owners
of VA contracts and VLI policies or by the general account of Keyport. At March
31, 1997 the general account of Keyport owned of record 37.5% of International
Fund For Growth, 26.2% of U.S. Stock Fund and 35.7% of Tiger Fund. As of that
date, Keyport's general account owned of record less than 25% of the outstanding
shares of the other Funds. At all meetings of shareholders of the Funds,
Participating Insurance Companies will vote the shares held of record by
sub-accounts of their respective separate accounts as to which instructions are
received from the VA contract and VLI policy owners on behalf of whom such
shares are held only in accordance with such instructions. All such shares as to
which no instructions are received (as well as, in the case of Keyport, all
shares held by its general account) will be voted in the same proportion as
shares as to which instructions are received (with Keyport's general account
shares being voted in the proportions determined by instructing owners of
Keyport VA contracts and VLI policies). There is no requirement as to the
minimum level of instructions which must be received from policy and contract
owners. Accordingly, each Participating Insurance Company and Keyport disclaims
beneficial

S-20
<PAGE>

ownership of the shares of the Funds held of record by the sub-accounts of their
respective separate accounts (or, in the case of Keyport, its general account).
No Participating Insurance Company has informed the Trust that it knows of any
owner of a VA contract or VLI policy issued by it which on March 31, 1997 owned
beneficially 5% or more of the outstanding shares of any Fund.

Custodians

As of the date of this SAI, (i) Boston Safe Deposit and Trust Company,
One Boston Place, Boston, Massachusetts 02108, is custodian of the securities
and cash owned by each Fund other than Tiger Fund and (ii) UMB, n.a., 928 Grand
Avenue, Kansas City, Missouri 64141 is custodian for Tiger Fund. The Board of
Trustee has approved the appointment of The Chase Manhattan Bank, 3 MetroTech
Center, 8th Floor, Brooklyn, New York 11245, to become custodian of all the
Funds. This change is expected to be effected not later than during the first
quarter of 1998. The custodians are responsible for holding all securities and
cash of each Fund they serve, receiving and paying for securities purchased,
delivering against payment securities sold, receiving and collecting income from
investments, making all payments covering expenses of the Fund, and performing
other administrative duties, all as directed by persons authorized by the Trust.
The custodians do not exercise any supervisory function in such matters as the
purchase and sale of portfolio securities, payment of dividends, or payment of
expenses of the Funds or the Trust. Portfolio securities of the Funds purchased
in the U.S. are maintained in the custody of the custodians and may be entered
into the Federal Reserve Book Entry system, or the security depository system of
the Depository Trust Company or other securities depository systems. Portfolio
securities purchased outside the U.S. are maintained in the custody of various
foreign branches of the custodians and/or third party subcustodians, including
foreign banks and foreign securities depositories.

OTHER CONSIDERATIONS

Portfolio Turnover

Although no Fund purchases securities with a view to rapid turnover,
there are no limitations on the length of time that securities must be held by
any Fund and a Fund's annual portfolio turnover rate may vary significantly from
year to year. A 100% turnover rate would occur if all of the securities in the
portfolio were sold and either repurchased or replaced within one year. Although
the Funds cannot predict portfolio turnover rate, it is estimated that, under
normal circumstances, the annual rate for each Fund will be no greater than
100%. The portfolio turnover rates of the Funds are shown under "Financial
Highlights" in the Prospectus.

If a Fund writes a substantial number of call or put options (on
securities or indexes) or engages in the use of futures contracts or options on
futures contracts (all referred to as "Collateralized Transactions"), and the
market prices of the securities underlying the Collateralized Transactions move
inversely to the Collateralized Transaction, there may be a very substantial
turnover of the portfolios. The Funds pay brokerage commissions in connection
with options and futures transactions and effecting closing purchase or sale
transactions, as well as for the purchases and sales of other portfolio
securities other than fixed income securities.

S-21
<PAGE>

International Fund For Growth may be expected to experience higher
portfolio turnover rates if such Fund makes a change in its investments from one
geographic sector (e.g., Europe; Japan; emerging Asian markets; etc.) to another
geographic sector. Costs will be greater if the change is from the sector in
which the greatest proportion of its assets are invested.

Suspension of Redemptions

The right to redeem shares or to receive payment with respect to any
redemption of shares of the Funds may only be suspended (i) for any period
during which trading on the New York Stock Exchange ("NYSE") is restricted or
the NYSE is closed, other than customary weekend and holiday closing, (ii) for
any period during which an emergency exists as a result of which disposal of
securities or determination of the net asset value of the Funds is not
reasonably practicable, or (iii) for such other periods as the SEC may by order
permit for protection of shareholders of the Funds.

Valuation of Securities

The assets of the Funds are valued as follows:

Debt securities generally are valued by a pricing service which
determines valuations based upon market transactions for normal,
institutional-size trading units of similar securities. However, in
circumstances where such prices are not available or where Colonial (the Trust's
pricing and bookkeeping agent) deems it appropriate to do so, an
over-the-counter or exchange bid quotation is used. Securities listed on an
exchange or on Nasdaq are valued at the last sale price. Listed securities for
which there were no sales during the day and unlisted securities are valued at
the last quoted bid prices. Short-term obligations with a maturity of 60 days or
less are valued at amortized cost when such cost approximates market value
pursuant to procedures approved by the Trustees. The values of foreign
securities quoted in foreign currencies are translated into U.S. dollars at the
exchange rate as of 3:00 p.m. Eastern time. Portfolio positions for which there
are no such valuations and other assets are valued at fair value as determined
in good faith under the direction of the Trustees.

The net asset value of shares of each Fund is normally calculated as of
the close of regular trading on the NYSE, currently 4:00 p.m., Eastern time, on
every day the NYSE is open for trading, except on days where both (i) the degree
of trading in a Fund's portfolio securities would not materially affect the net
asset value of that Fund's shares and (ii) no shares of a Fund were tendered for
redemption and no purchase order was received. The NYSE is open Monday through
Friday, except on the following holidays: New Year's Day, Martin Luther King
Day, Washington's Birthday, Good Friday, Memorial Day, Independence Day, Labor
Day, Thanksgiving Day and Christmas Day.

Generally, trading in certain securities (such as foreign securities)
is substantially completed each day at various times prior to the close of the
NYSE. The values of these securities used in determining the net asset value are
computed as of such times. Also, because of the amount of time required to
collect and process trading information as to large numbers of securities
issues, the values of certain securities (such as convertible bonds and U.S.
government securities) are determined based

S-22
<PAGE>

on market quotations collected earlier in the day at the latest practicable time
prior to the close of the NYSE. Occasionally, events affecting the value of such
securities may occur between such times and the close of the NYSE which will not
be reflected in the computation of a Fund's net asset value. If events
materially affecting the value of such securities occur during such period, then
these securities will be valued at their fair value following procedures
approved by the Trustees.

Portfolio Transactions

The Trust has no obligation to do business with any broker-dealer or
group of broker-dealers in executing transactions in securities with respect to
the Funds, and the Funds have no intention to deal exclusively with any
particular broker-dealer or group of broker-dealers.

Each of Colonial, Stein Roe, Newport and each of LAMCO's Portfolio
Managers (each an "Adviser") places the transactions of the Funds with
broker-dealers selected by it and, if applicable, negotiates commissions.
Broker-dealers may receive brokerage commissions on portfolio transactions,
including the purchase and writing of options, the effecting of closing purchase
and sale transactions, and the purchase and sale of underlying securities upon
the exercise of options and the purchase or sale of other instruments. The Funds
from time to time may also execute portfolio transactions with such
broker-dealers acting as principals.

Except as described below in connection with commissions paid to a
clearing agent on sales of securities, it is each Fund's policy and the policy
of its Adviser always to seek best execution, which is to place the Fund's
transactions where the Fund can obtain the most favorable combination of price
and execution services in particular transactions or provided on a continuing
basis by a broker-dealer, and to deal directly with a principal market maker in
connection with over-the-counter transactions, except when the Adviser believes
that best execution is obtainable elsewhere. In evaluating the execution
services of, including the overall reasonableness of brokerage commissions paid
to, a broker-dealer, consideration is given to, among other things, the firm's
general execution and operational capabilities, and to its reliability,
integrity and financial condition.

Subject to such policy of always seeking best execution, and subject to
the additional matters described below regarding each of International Fund For
Growth and All-Star Fund, securities transactions of the Funds may be executed
by broker-dealers who also provide research services (as defined below) to an
Adviser, the Funds or other accounts as to which such Adviser exercises
investment discretion. Such Adviser may use all, some or none of such research
services in providing investment advisory services to each of its clients,
including the Fund(s) it advises. To the extent that such services are used by
the Advisers, they tend to reduce their expenses. It is not possible to assign
an exact dollar value for such services.

Subject to such policies as the Board of Trustees may determine, each
of the Advisers may cause a Fund to pay a broker-dealer that provides brokerage
and research services to it an amount of commission for effecting a securities
transaction, including the sale of an option or a closing purchase transaction,
for a Fund in excess of the amount of commission that another broker-dealer
would have charged for effecting that transaction. As provided in Section 28(e)
of the Securities Exchange Act of

S-23
<PAGE>

1934, "brokerage and research services" include advice as to the value of
securities, the advisability of investing in, purchasing or selling securities
and the availability of securities or purchasers or sellers of securities;
furnishing analyses and reports concerning issuers, industries, securities,
economic factors and trends and portfolio strategy and performance of accounts;
and effecting securities transactions and performing functions incidental
thereto (such as clearance and settlement). An Adviser placing a brokerage
transaction must determine in good faith that such greater commission is
reasonable in relation to the value of the brokerage and research services
provided to it by the executing broker-dealer viewed in terms of that particular
transaction or its overall responsibilities to the applicable Fund and all its
other clients.

Certain of the other accounts of any of the Advisers may have
investment objectives and programs that are similar to those of the Funds.
Accordingly, occasions may arise when each of the Advisers engages in
simultaneous purchase and sale transactions of securities that are consistent
with the investment objectives and programs of a Fund and such other accounts.
On those occasions, the Adviser will allocate purchase and sale transactions in
an equitable manner according to written procedures as approved by the Board of
Trustees. Such procedures may, in particular instances, be either advantageous
or disadvantageous to a Fund.

Consistent with applicable rules of the National Association of
Securities Dealers, Inc., and subject to seeking best execution and such other
policies as the Board of Trustees may determine, each of the Advisers may
consider sales of VA contracts and VLI policies as a factor in the selection of
broker-dealers to execute securities transactions for the Funds.

Additional Matters Pertaining to International Fund For Growth. The
portfolio managers for the International Fund For Growth are Bruno Bertocci and
David Harris, each of whom is jointly employed by Colonial and Stein Roe (each
of which is an indirect wholly owned subsidiary of LFC). Messrs. Bertocci and
Harris also are the portfolio managers for the Colonial International Fund For
Growth, an open-end investment company sponsored by Colonial, and various
investment company and non-investment company clients of Stein Roe. Colonial
utilizes the trading facilities of Stein Roe to place all orders on behalf of
the International Fund For Growth and the Colonial International Fund For Growth
for the purchase and sale of portfolio securities, futures contracts and foreign
currencies. The International Fund For Growth and the other accounts advised by
Messrs. Bertocci and Harris sometimes invest in the same securities and
sometimes enter into similar transactions utilizing futures contracts and
foreign currencies. In certain cases, purchases and sales on behalf of the Fund
and such other accounts will be bunched and executed on an aggregate basis. In
such cases, each participating account (including the International Fund For
Growth) will receive the average price at which the trade is executed. Where
less than the desired aggregate amount is able to be purchased or sold, the
actual amount purchased or sold will be allocated among the participating
accounts (including the International Fund For Growth) in proportion to the
amounts desired to be purchased or sold by each. Although in some cases these
practices could have a detrimental effect on the price or volume of the
securities, futures or currencies as far as the International Fund For Growth is
concerned, Colonial believes that in most cases these practices should produce
better executions. It is the opinion of Colonial that the advantages of these
practices outweigh the disadvantages, if any, which might result from them.

S-24
<PAGE>

Portfolio transactions on behalf of the International Fund For Growth
may be executed by broker-dealers who provide research services to Colonial or
Stein Roe which are used in the investment management of such Fund or other
accounts over which Colonial or Stein Roe exercise investment discretion. Such
transactions will be effected in accordance with the policies described above.
No portfolio transactions on behalf of the Fund will be directed to a
broker-dealer in consideration of the broker-dealer's provision of research
services to Colonial, or to Colonial and Stein Roe, unless a determination is
made that such research assists Colonial in its investment management of the
International Fund For Growth or other accounts over which Colonial exercises
investment discretion (including, without limitation, the Colonial International
Fund For Growth).

Additional Matters Pertaining to All-Star Fund. The Portfolio
Management Agreements with LAMCO's Portfolio Managers provide that LAMCO has the
right to request that transactions giving rise to brokerage commissions, in
amounts to be agreed upon from time to time between LAMCO and the Portfolio
Manager, be executed by brokers and dealers (to be agreed upon from time to time
between LAMCO and the Portfolio Manager) which provide research products and
services to LAMCO or to All-Star Fund or other accounts managed by LAMCO
(collectively with All-Star Fund, "LAMCO Clients"). The commissions paid on such
transactions may exceed the amount of commissions another broker would have
charged for effecting that transaction. Research products and services made
available to LAMCO through brokers and dealers executing transactions for LAMCO
Clients involving brokerage commissions include performance and other
qualitative and quantitative data relating to investment managers in general and
the Portfolio Managers in particular; data relating to the historic performance
of categories of securities associated with particular investment styles; mutual
fund portfolio and performance data; data relating to portfolio manager changes
by pension plan fiduciaries; quotation equipment; and related computer hardware
and software, all of which research products and services are used by LAMCO in
connection with its selection and monitoring of portfolio managers (including
the Portfolio Managers) for LAMCO Clients, the assembly of a mix of investment
styles appropriate to LAMCO's Clients' investment objectives, and the
determination of overall portfolio strategies.

LAMCO from time to time reaches understandings with each of the
Portfolio Managers as to the amount of the All-Star Fund portfolio transactions
initiated by such Portfolio Manager that are to be directed to brokers and
dealers which provide research products and services to LAMCO. These amounts may
differ among the Portfolio Managers based on the nature of the markets for the
types of securities managed by them and other factors.

These research products and services are used by LAMCO in connection
with its management of LAMCO Clients' portfolios, regardless of the source of
the brokerage commissions. In instances where LAMCO receives from broker-dealers
products or services which are used both for research purposes and for
administrative or other non-research purposes, LAMCO makes a good faith effort
to determine the relative proportions of such products or services which may be
considered as investment research, based primarily on anticipated usage, and
pays for the costs attributable to the non-research usage in cash.

S-25
<PAGE>

The table below shows information on brokerage commissions paid by each
Fund during the periods indicated. (Strategic Income Fund did not pay
commissions on any of its transactions; All-Star Fund commenced operations on or
about November 15, 1997.)

- ---------------------------- --------------------- ------------------- ---------------- ------------------ -----------------
Growth and Income Global Utilities International U.S. Stock Fund Tiger Fund
Fund Fund Fund For Growth
- ---------------------------- --------------------- ------------------- ---------------- ------------------ -----------------
<S> <C> <C> <C> <C> <C>
Total amount of brokerage $35,863 $22,345 $92,485 $75,253 $109,515
commissions paid during
1996
- ---------------------------- --------------------- ------------------- ---------------- ------------------ -----------------
Amount of such commissions $3,535 $4,081 $0 $0 $0
paid to brokers or dealers
who supplied research
services
- ---------------------------- --------------------- ------------------- ---------------- ------------------ -----------------
Amount of commissions paid $3,535 $4,081 $0 $0 $0
to brokers or dealers that
were allocated to such
brokers or dealers because
of research services
provided to the Fund
- ---------------------------- --------------------- ------------------- ---------------- ------------------ -----------------
Total amount of brokerage $110,453 $24,902 $52,394 $81,150 $129,019
commissions paid during
1995
- ---------------------------- --------------------- ------------------- ---------------- ------------------ -----------------
Total brokerage paid $64,373 $37,872 $68,394 $31,950 --
during 1994
- ---------------------------- --------------------- ------------------- ---------------- ------------------ -----------------

</TABLE>

DESCRIPTION OF CERTAIN INVESTMENTS

The following is a description of certain types of investments which
may be made by one or more of the Funds.

Money Market Instruments

As stated in the Prospectus, each Fund may invest in a variety of
high-quality money market instruments. The money market instruments that may be
used by each Fund may include:

United States Government Obligations. These consist of various types of
marketable securities issued by the U.S. Treasury, i.e., bills, notes and bonds.
Such securities are direct obligations of the U.S. Government and differ mainly
in the length of their maturity. Treasury bills, the most frequently issued
marketable government security, have a maturity of up to one year and are issued
on a discount basis.

S-26
<PAGE>

United States Government Agency Securities. These consist of debt
securities issued by agencies and instrumentalities of the U.S. Government,
including the various types of instruments currently outstanding or which may be
offered in the future. Agencies include, among others, the Federal Housing
Administration, Government National Mortgage Association, Farmer's Home
Administration, Export-Import Bank of the United States, Maritime
Administration, and General Services Administration. Instrumentalities include,
for example, each of the Federal Home Loan Banks, the National Bank for
Cooperatives, the Federal Home Loan Mortgage Corporation, the Farm Credit Banks,
the Federal National Mortgage Association, and the United States Postal Service.
These securities are either: (i) backed by the full faith and credit of the U.S.
Government (e.g., U.S. Treasury Bills); (ii) guaranteed by the U.S. Treasury
(e.g., Government National Mortgage Association mortgage-backed securities);
(iii) supported by the issuing agency's or instrumentality's right to borrow
from the U.S. Treasury (e.g., Federal National Mortgage Association Discount
Notes); or (iv) supported only by the issuing agency's or instrumentality's own
credit (e.g., securities issued by the Farmer's Home Administration).

Bank and Savings and Loan Obligations. These include certificates of
deposit, bankers' acceptances, and time deposits. Certificates of deposit
generally are short-term, interest-bearing negotiable certificates issued by
commercial banks or savings and loan associations against funds deposited in the
issuing institution. Bankers' acceptances are time drafts drawn on a commercial
bank by a borrower, usually in connection with an international commercial
transaction (e.g., to finance the import, export, transfer, or storage of
goods). With a bankers' acceptance, the borrower is liable for payment as is the
bank, which unconditionally guarantees to pay the draft at its face amount on
the maturity date. Most bankers' acceptances have maturities of six months or
less and are traded in secondary markets prior to maturity. Time deposits are
generally short-term, interest-bearing negotiable obligations issued by
commercial banks against funds deposited in the issuing institutions. The Funds
will not invest in any security issued by a commercial bank or a savings and
loan association unless the bank or savings and loan association is organized
and operating in the United States, has total assets of at least one billion
dollars, and is a member of the Federal Deposit Insurance Corporation ("FDIC"),
in the case of banks, or insured by the FDIC in the case of savings and loan
associations; provided, however, that such limitation will not prohibit
investments in foreign branches of domestic banks which meet the foregoing
requirements. The Funds will not invest in time-deposits maturing in more than
seven days.

Short-Term Corporate Debt Instruments. These include commercial paper
(i.e., short-term, unsecured promissory notes issued by corporations to finance
short-term credit needs). Commercial paper is usually sold on a discount basis
and has a maturity at the time of issuance not exceeding nine months. Also
included are non-convertible corporate debt securities (e.g., bonds and
debentures). Corporate debt securities with a remaining maturity of less than 13
months are liquid (and tend to become more liquid as their maturities lessen)
and are traded as money market securities. Each Fund may purchase corporate debt
securities having greater maturities.

Repurchase Agreements. The Funds may invest in repurchase agreements. A
repurchase agreement is an instrument under which the investor (such as a Fund)
acquires ownership of a security (known as the "underlying security") and the
seller (i.e., a bank or primary dealer) agrees, at the time of

S-27
<PAGE>

the sale, to repurchase the underlying security at a mutually agreed upon time
and price, thereby determining the yield during the term of the agreement. This
results in a fixed rate of return insulated from market fluctuations during such
period, unless the seller defaults on its repurchase obligations. The underlying
securities will consist only of securities issued by the U.S. Government, its
agencies or instrumentalities ("U.S. Government Securities"). Repurchase
agreements are, in effect, collateralized by such underlying securities, and,
during the term of a repurchase agreement, the seller will be required to
mark-to-market such securities every business day and to provide such additional
collateral as is necessary to maintain the value of all collateral at a level at
least equal to the repurchase price. Repurchase agreements usually are for short
periods, often under one week, and will not be entered into by a Fund for a
duration of more than seven days if, as a result, more than 15% of the value of
that Fund's total assets would be invested in such agreements or other
securities which are illiquid.

The Funds will seek to assure that the amount of collateral with
respect to any repurchase agreement is adequate. As with any extension of
credit, however, there is risk of delay in recovery or the possibility of
inadequacy of the collateral should the seller of the repurchase agreement fail
financially. In addition, a Fund could incur costs in connection with
disposition of the collateral if the seller were to default. The Funds will
enter into repurchase agreements only with sellers deemed to be creditworthy
under creditworthiness standards approved by the Board of Trustees and only when
the economic benefit to the Funds is believed to justify the attendant risks.
The Board of Trustees believes these standards are designed to reasonably assure
that such sellers present no serious risk of becoming involved in bankruptcy
proceedings within the time frame contemplated by the repurchase agreement. The
Funds may enter into repurchase agreements only with commercial banks or
registered broker-dealers.

Adjustable Rate and Floating Rate Securities. Adjustable rate
securities (i.e., variable rate and floating rate instruments) are securities
that have interest rates that are adjusted periodically, according to a set
formula. The maturity of some adjustable rate securities may be shortened under
certain special conditions described more fully below.

Variable rate instruments are obligations (usually certificates of
deposit) that provide for the adjustment of their interest rates on
predetermined dates or whenever a specific interest rate changes. A variable
rate instrument subject to a demand feature is considered to have a maturity
equal to the longer of the period remaining until the next readjustment of the
interest rate or the period remaining until the principal amount can be
recovered through demand.

Floating rate instruments (generally corporate notes, bank notes or
Eurodollar certificates of deposit) have interest rate reset provisions similar
to those for variable rate instruments and may be subject to demand features
like those for variable rate instruments. The interest rate is adjusted,
periodically (e.g. daily, monthly, semi-annually), to the prevailing interest
rate in the marketplace. The interest rate on floating rate securities is
ordinarily determined by reference to, or is a percentage of, a bank's prime
rate, the 90-day U.S. Treasury bill rate, the rate of return on commercial paper
or bank certificates of deposit, an index of short-term interest rates or some
other objective measure. The maturity of a floating rate instrument is
considered to be the period remaining until the principal amount can be
recovered through demand.

S-28
<PAGE>

Investments in Less Developed Countries

International Fund For Growth's investments in foreign securities may
include investments in countries whose economies or securities markets are
considered by Colonial not to be highly developed (referred to as "emerging
market countries"). Normally no more than 40% of the Fund's assets will be
invested in such emerging market countries. As of May 1, 1997, the following
countries were considered by Colonial to be emerging market countries:

=========================== =========================== ========================= ===========================
Europe and
Asia Latin America the Middle East Africa
- --------------------------- --------------------------- ------------------------- --------------------------
<S> <C> <C> <C>
India Argentina Czech Republic South Africa
- --------------------------- --------------------------- ------------------------- --------------------------
Indonesia Brazil Egypt
- --------------------------- --------------------------- ------------------------- --------------------------
Korea Chile Greece
- --------------------------- --------------------------- ------------------------- --------------------------
Pakistan Colombia Hungary
- --------------------------- --------------------------- ------------------------- --------------------------
Philippines Mexico Israel
- --------------------------- --------------------------- ------------------------- --------------------------
Sri Lanka Peru Jordan
- --------------------------- --------------------------- ------------------------- --------------------------
Taiwan Venezuela Portugal
- --------------------------- --------------------------- ------------------------- --------------------------
Thailand Russia
- --------------------------- --------------------------- ------------------------- --------------------------
Turkey
- --------------------------- --------------------------- ------------------------- --------------------------

</TABLE>

Tiger Fund invests primarily in companies located in the Tiger
countries of East Asia, which include Indonesia, Korea, the Philippines, Taiwan
and Thailand.

Foreign Currency Transactions

Each of International Fund For Growth, Tiger Fund, Global Utilities
Fund, Strategic Income Fund and Growth and Income Fund may engage in currency
exchange transactions to protect against uncertainty in the level of future
currency exchange rates. These Funds may purchase foreign currencies on a spot
or forward basis in conjunction with their investments in foreign securities and
to hedge against fluctuations in foreign currencies. International Fund For
Growth, Global Utilities Fund, and Strategic Income Fund also may buy and sell
currency futures contracts and options thereon for such hedging purposes. Global
Utilities Fund and Strategic Income Fund also may buy options on currencies for
hedging purposes.

A Fund may engage in both "transaction hedging" and "position hedging."
When it engages in transaction hedging, a Fund enters into foreign currency
transactions with respect to specific receivables or payables of the Fund
generally arising in connection with purchases or sales of its

S-29
<PAGE>

portfolio securities. A Fund will engage in transaction hedging when it desires
to "lock in" the U.S. dollar price of a security it has agreed to purchase or
sell, or the U.S. dollar equivalent of a dividend or interest payment in a
foreign currency. By transaction hedging a Fund attempts to protect itself
against a possible loss resulting from an adverse change in the relationship
between the U.S. dollar and the applicable foreign currency during the period
between the date on which the security is purchased or sold, or on which the
dividend or interest payments is declared, and the date on which such payments
are made or received.

A Fund may purchase or sell a foreign currency on a spot (or cash)
basis at the prevailing spot rate in connection with the settlement of
transactions in portfolio securities denominated in that foreign currency. A
Fund may also enter into contracts to purchase or sell foreign currencies at a
future date ("forward contracts") and (if the Fund is so authorized) purchase
and sell foreign currency futures contracts.

For transaction hedging purposes a Fund which is so authorized may also
purchase exchange-listed and over-the-counter call and put options on foreign
currency futures contracts and on foreign currencies. Over-the-counter options
are considered to be illiquid by the SEC staff. A put option on a futures
contract gives the Fund the right to assume a short position in the futures
contract until expiration of the option. A put option on a currency gives the
Fund the right to sell a currency at an exercise price until the expiration of
the option. A call option on a futures contract gives the Fund the right to
assume a long position in the futures contract until the expiration of the
option. A call option on a currency gives the Fund the right to purchase a
currency at the exercise price until the expiration of the option.

When it engages in position hedging, a Fund enters into foreign
currency exchange transactions to protect against a decline in the values of the
foreign currencies in which its portfolio securities are denominated (or an
increase in the value of currency for securities which the Fund expects to
purchase, when the Fund holds cash or short-term investments). In connection
with position hedging, a Fund which is so authorized may purchase put or call
options on foreign currency and foreign currency futures contracts and buy or
sell forward contracts and foreign currency futures contracts. A Fund may enter
into short sales of a foreign currency to hedge a position in a security
denominated in that currency. In such circumstances, the Fund will maintain in a
segregated account with its Custodian an amount of cash or liquid debt
securities equal to the excess of (i) the amount of foreign currency required to
cover such short sale position over (ii) the amount of such foreign currency
which could then be realized through the sale of the foreign securities
denominated in the currency subject to the hedge.

The precise matching of the amounts of foreign currency exchange
transactions and the value of the portfolio securities involved will not
generally be possible since the future value of such securities in foreign
currencies will change as a consequence of market movements in the value of
those securities between the dates the currency exchange transactions are
entered into and the dates they mature.

It is impossible to forecast with precision the market value of
portfolio securities at the expiration or maturity of a forward or futures
contract. Accordingly, it may be necessary for a Fund to

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purchase additional foreign currency on the spot market (and bear the expense of
such purchase) if the market value of the security or securities being hedged is
less than the amount of foreign currency the Fund is obligated to deliver and if
a decision is made to sell the security or securities and make delivery of the
foreign currency. Conversely, it may be necessary to sell on the spot market
some of the foreign currency received upon the sale of the portfolio security or
securities if the market value of such security or securities exceeds the amount
of foreign currency the Fund is obligated to deliver.

Transaction and position hedging do not eliminate fluctuations in the
underlying prices of the securities which the Fund owns or intends to purchase
or sell. They simply establish a rate of exchange which the Fund can achieve at
some future point in time. Additionally, although these techniques tend to
minimize the risk of loss due to a decline in the value of the hedged currency,
they tend to limit any potential gain which might result from the increase in
value of such currency.

Currency Forward and Futures Contracts

Each of International Fund For Growth, Global Utilities Fund, Strategic
Income Fund and Tiger Fund will enter into such contracts only when cash or
equivalents equal in value to either (i) the commodity value (less any
applicable margin deposits) or (ii) the difference between the commodity value
(less any applicable margin deposits) and the aggregate market value of all
equity securities denominated in the particular currency held by the Fund have
been deposited in a segregated account of the Fund's custodian. A forward
currency contract involves an obligation to purchase or sell specific currency
at a future date, which may be any fixed number of days from the date of the
contract as agreed by the parties, at a price set at the time of the contract.
In the case of a cancelable contract, the holder has the unilateral right to
cancel the contract at maturity by paying a specified fee. The contracts are
traded in the interbank market conducted directly between currency traders
(usually large commercial banks) and their customers. A contract generally has
no deposit requirement, and no commissions are charged at any stage for trades.
A currency futures contract is a standardized contract for the future delivery
of a specified amount of a foreign currency at a future date at a price set at
the time of the contract. Currency futures contracts traded in the United States
are designed and traded on exchanges regulated by the Commodities Futures
Trading Commission ("CFTC"), such as the New York Mercantile Exchange. (Tiger
Fund may not invest in currency futures contracts.)

Forward currency contracts differ from currency futures contracts in
certain respects. For example, the maturity date of a forward contract may be
any fixed number of days from the date of the contract agreed upon the parties,
rather than a predetermined date in a given month. Forward contracts may be in
any amounts agreed upon by the parties rather than predetermined amounts. Also,
forward contracts are traded directly between currency traders so that no
intermediary is required. A forward contract generally requires no margin or
other deposit.

At the maturity of a forward or futures contract, the Fund may either
accept or make delivery of the currency specified in the contract, or at or
prior to maturity enter into a closing transaction involving the purchase or
sale of an offsetting contract. Closing transactions with respect to forward
contracts are usually effected with the currency trader who is a party to the
original forward contract. Closing transactions with respect to futures
contracts are effected on a commodities exchange; a

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clearing corporation associated with the exchange assumes responsibility for
closing out such contracts.

Positions in currency futures contracts may be closed out only on an
exchange or board of trade which provides a secondary market in such contracts.
Although the Funds intend to purchase or sell currency futures contracts only on
exchanges or boards of trade where there appears to be an active secondary
market, there is no assurance that a secondary market on an exchange or board of
trade will exist for any particular contract or at any particular time. In such
event, it may not be possible to close a futures position and, in the event of
adverse price movements, the Fund would continue to be required to make daily
cash payments or variation margin.

Currency Options

In general, options on currencies operate similarly to options on
securities and are subject to many risks similar to those applicable to currency
futures and forward contracts. Currency options are traded primarily in the
over-the-counter market, although options on currencies have recently been
listed on several exchanges. Options are traded not only on the currencies of
individual nations, but also on the European Currency Unit ("ECU"). The ECU is
composed of amounts of a number of currencies, and is the official medium of
exchange of the European Economic Community's European Monetary System.

Global Utilities Fund and Strategic Income Fund will only purchase or
write currency options when Stein Roe or Colonial believes that a liquid
secondary market exists for such options. There can be no assurance that a
liquid secondary market will exist for a particular option at any specified
time. Currency options are affected by all of those factors which influence
exchange rates and investments generally. To the extent that these options are
traded over the counter, they are considered to be illiquid by the SEC staff.

The value of any currency, including the U.S. dollar, may be affected
by complex political and economic factors applicable to the issuing country. In
addition, the exchange rates of currencies (and therefore the value of currency
options) may be significantly affected, fixed, or supported directly or
indirectly by government actions. Government intervention may increase risks
involved in purchasing or selling currency options, since exchange rates may not
be free to fluctuate in respect to other market forces.

The value of a currency option reflects the value of an exchange rate
which in turn reflects relative values of two currencies, the U.S. dollar and
the foreign currency in question. Because currency transactions occurring in the
interbank market involve substantially larger amounts than those that may be
involved in the exercise of currency options, investors may be disadvantaged by
having to deal in an odd-lot market for the underlying currencies in connection
with options at prices that are less favorable than for round-lots. Foreign
governmental restrictions or taxes could result in adverse changes in the cost
of acquiring or disposing of currencies.

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Valuations

There is no systematic reporting of last sale information for
currencies and there is no regulatory requirement that quotations available
through dealers or other market sources be firm or revised on a timely basis.
Available quotation information is generally representative of very large
round-lot transactions in the interbank market and thus may not reflect exchange
rates for smaller odd-lot transactions (less than $1 million) where rates may be
less favorable. The interbank market in currencies is a global, around-the-clock
market. To the extent that options markets are closed while the markets for the
underlying currencies remain open, significant price and rate movements may take
place in the underlying markets that cannot be reflected in the options markets.

Settlement Procedures

Settlement procedures relating to the Funds' investments in foreign
securities and to their foreign currency exchange transactions may be more
complex than settlements with respect to investments in debt or equity
securities of U.S. issuers, and may involve certain risks not present in such
Funds' domestic investments, including foreign currency risks and local custom
and usage. Foreign currency transactions may also involve the risk that an
entity involved in the settlement may not meet its obligations.

Foreign Currency Conversion

Although foreign exchange dealers do not charge a fee for currency
conversion, they do realize a profit based on the difference (the "spread")
between prices at which they are buying and selling various currencies. Thus, a
dealer may offer to sell a foreign currency to the Funds at one rate, while
offering a lesser rate of exchange should the Funds desire to resell that
currency to the dealer. Foreign currency transactions may also involve the risk
that an entity involved in the settlement may not meet its obligations.

Options on Securities

Each of Global Utilities Fund, International Fund For Growth and
All-Star Fund may purchase and sell options on individual securities.

Writing covered options.

A Fund may write covered call options and covered put options on
securities held in its portfolio when, in the opinion of the Adviser, such
transactions are consistent with the Fund's investment objective and policies.
Call options written by the Fund give the purchaser the right to buy the
underlying securities from the Fund at a stated exercise price; put options give
the purchaser the right to sell the underlying securities to the Fund at a
stated price.

A Fund may write only covered options, which means that, so long as the
Fund is obligated as the writer of a call option, it will own the underlying
securities subject to the option (or comparable

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securities satisfying the cover requirements of securities exchanges). In the
case of put options, the Fund will hold cash and/or high-grade short-term debt
obligations equal to the price to be paid if the option is exercised. In
addition, the Fund will be considered to have covered a put or call option if
and to the extent that it holds an option that offsets some or all of the risk
of the option it has written. The Fund may write combinations of covered puts
and calls on the same underlying security.

A Fund will receive a premium from writing a put or call option, which
increases the Fund's return on the underlying security if the option expires
unexercised or is closed out at a profit. The amount of the premium reflects,
among other things, the relationship between the exercise price and the current
market value of the underlying security, the volatility of the underlying
security, the amount of time remaining until expiration, current interest rates,
and the effect of supply and demand in the options market and in the market for
the underlying security. By writing a call option, the Fund limits its
opportunity to profit from any increase in the market value of the underlying
security above the exercise price of the option but continues to bear the risk
of a decline in the value of the underlying security. By writing a put option,
the Fund assumes the risk that it may be required to purchase the underlying
security for an exercise price higher than its then-current market value,
resulting in a potential capital loss unless the security subsequently
appreciates in value.

A Fund may terminate an option that it has written prior to its
expiration by entering into a closing purchase transaction in which it purchases
an offsetting option. The Fund realizes a profit or loss from a closing
transaction if the cost of the transaction (option premium plus transaction
costs) is less or more than the premium received from writing the option.
Because increases in the market price of a call option generally reflect
increases in the market price of the security underlying the option, any loss
resulting from a closing purchase transaction may be offset in whole or in part
by unrealized appreciation of the underlying security.

If a Fund writes a call option but does not own the underlying
security, and then it writes a put option, the Fund may be required to deposit
cash or securities with its broker as "margin" or collateral for its obligation
to buy or sell the underlying security. As the value of the underlying security
varies, the Fund may have to deposit additional margin with the broker. Margin
requirements are complex and are fixed by individual brokers, subject to minimum
requirements currently imposed by the Federal Reserve Board and by stock
exchanges and other self-regulatory organizations.

Purchasing put options.

A Fund may purchase put options to protect its portfolio holdings in an
underlying security against a decline in market value. Such hedge protection is
provided during the life of the put option since the Fund, as holder of the put
option, is able to sell the underlying security at the put exercise price
regardless of any decline in the underlying security's market price. For a put
option to be profitable, the market price of the underlying security must
decline sufficiently below the exercise price to cover the premium and
transaction costs. By using put options in this manner, the Fund will reduce any
profit it might otherwise have realized from appreciation of the underlying
security by the premium paid for the put option and by transaction costs.

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Purchasing call options.

A Fund may purchase call options to hedge against an increase in the
price of securities that the Fund wants ultimately to buy. Such hedge protection
is provided during the life of the call option since the Fund, as holder of the
call option, is able to buy the underlying security at the exercise price
regardless of any increase in the underlying security's market price. In order
for a call option to be profitable, the market price of the underlying security
must rise sufficiently above the exercise price to cover the premium and
transaction costs. These costs will reduce any profit the Fund might have
realized had it bought the underlying security at the time it purchased the call
option.

Over-the-Counter (OTC) options.

The Staff of the Division of Investment Management of the Securities
and Exchange Commission has taken the position that OTC options purchased by a
Fund and assets held to cover OTC options written by the Fund are illiquid
securities. Although the Staff has indicated that it is continuing to evaluate
this issue, pending further developments, a Fund will enter into OTC options
transactions only with primary dealers in U.S. Government Securities and, in the
case of OTC options written by the Fund, only pursuant to agreements that will
assure that the Fund will at all times have the right to repurchase the option
written by it from the dealer at a specified formula price. The Fund will treat
the amount by which such formula price exceeds the amount, if any, by which the
option may be "in the money" as an illiquid investment. It is the present policy
of the Fund not to enter into any OTC option transaction if, as a result, more
than 15% of the Fund's net assets would be invested in (i) illiquid investments
(determined under the foregoing formula) relating to OTC options written by the
Fund, (ii) OTC options purchased by the Fund, (iii) securities which are not
readily marketable and (iv) repurchase agreements maturing in more than seven
days.

Risk factors in options transactions.

The successful use of a Fund's options strategies depends on the
ability of its Adviser to forecast interest rate and market movements correctly.

When it purchases an option, the Fund runs the risk that it will lose
its entire investment in the option in a relatively short period of time, unless
the Fund exercises the option or enters into a closing sale transaction with
respect to the option during the life of the option. If the price of the
underlying security does not rise (in the case of a call) or fall (in the case
of a put) to an extent sufficient to cover the option premium and transaction
costs, the Fund will lose part or all of its investment in the option. This
contrasts with an investment by the Fund in the underlying securities, since the
Fund may continue to hold its investment in those securities notwithstanding the
lack of a change in price of those securities.

The effective use of options also depends on a Fund's ability to
terminate option positions at times when its Adviser deems it desirable to do
so. Although the Fund will take an option position only if the Adviser believes
there is a liquid secondary market for the option, there is no assurance that
the Fund will be able to effect closing transactions at any particular time or
at an acceptable price.

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If a secondary trading market in options were to become unavailable, a
Fund could no longer engage in closing transactions. Lack of investor interest
might adversely affect the liquidity of the market for particular options or
series of options. A marketplace may discontinue trading of a particular option
or options generally. In addition, a market could become temporarily unavailable
if unusual events -- such as volume in excess of trading or clearing capability
- -- were to interrupt normal market operations.

A marketplace may at times find it necessary to impose restrictions on
particular types of options transactions, which may limit a Fund's ability to
realize its profits or limit its losses.

Disruptions in the markets for the securities underlying options
purchased or sold by a Fund could result in losses on the options. If trading is
interrupted in an underlying security, the trading of options on that security
is normally halted as well. As a result, the Fund as purchaser or writer of an
option will be unable to close out its positions until options trading resumes,
and it may be faced with losses if trading in the security reopens at a
substantially different price. In addition, the Options Clearing Corporation
("OCC") or other options markets may impose exercise restrictions. If a
prohibition on exercise is imposed at the time when trading in the option has
also been halted, the Fund as purchaser or writer of an option will be locked
into its position until one of the two restrictions has been lifted. If a
prohibition on exercise remains in effect until an option owned by the Fund has
expired, the Fund could lose the entire value of its option.

Special risks are presented by internationally-traded options. Because
of time differences between the United States and various foreign countries, and
because different holidays are observed in different countries, foreign options
markets may be open for trading during hours or on days when U.S. markets are
closed. As a result, option premiums may not reflect the current prices of the
underlying interest in the United States.

Futures Contracts and Related Options

Each of Global Utilities Fund, International Fund For Growth, Strategic
Income Fund and All-Star Fund may buy and sell certain future contracts (and in
certain cases related options), to the extent and for the purposes specified in
the Prospectus.

A futures contract sale creates an obligation by the seller to deliver
the type of financial instrument called for in the contract in a specified
delivery month for a stated price. A futures contract purchase creates an
obligation by the purchaser to take delivery of the type of financial instrument
called for in the contract in a specified delivery month at a stated price. The
specific instruments delivered or taken at settlement date are not determined
until on or near that date. The determination is made in accordance with the
rules of the exchanges on which the futures contract was made. Futures contracts
are traded in the United States only on a commodity exchange or boards of trade
- -- known as "contract markets" -- approved for such trading by the CFTC, and
must be executed through a futures commission merchant or brokerage firm which
is a member of the relevant contract market.

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Although futures contracts by their terms call for actual delivery or
acceptance of the underlying financial instruments, the contracts usually are
closed out before the settlement date without the making or taking of delivery.
Closing out a futures contract sale is effected by purchasing a futures contract
for the same aggregate amount of the specific type of financial instrument with
the same delivery date. If the price of the initial sale of the futures contract
exceeds the price of the offsetting purchase, the seller is paid the difference
and realizes a gain. Conversely, if the price of the offsetting purchase exceeds
the price of the initial sale, the seller realizes a loss. Similarly, the
closing out of a futures contract purchase is effected by the purchaser's
entering into a futures contract sale. If the offsetting sale price exceeds the
purchase price, the purchaser realizes a gain, and if the purchase price exceeds
the offsetting sale price, the purchaser realizes a loss.

Unlike when a Fund purchases or sells a security, no price is paid or
received by the Fund upon the purchase or sale of a futures contract, although
the Fund is required to deposit with its custodian in a segregated account in
the name of the futures broker an amount of cash and/or U.S. Government
Securities. This amount is known as "initial margin." The nature of initial
margin in futures transactions is different from that of margin in security
transactions in that futures contract margin does not involve the borrowing of
funds by the Fund to finance the transactions. Rather, initial margin is in the
nature of a performance bond or good faith deposit on the contract that is
returned to the Fund upon termination of the futures contract, assuming all
contractual obligations have been satisfied. Futures contracts also involve
brokerage costs.

Subsequent payments, called "variation margin," to and from the broker
(or the custodian) are made on a daily basis as the price of the underlying
security or commodity fluctuates, making the long and short positions in the
futures contract more or less valuable, a process known as "marking to market."

A Fund may elect to close some or all of its futures positions at any
time prior to their expiration. The purpose of making such a move would be to
reduce or eliminate the hedge position then currently held by the Fund. The Fund
may close its positions by taking opposite positions which will operate to
terminate the Fund's position in the futures contracts. Final determinations of
variation margin are then made, additional cash is required to be paid by or
released to the Fund, and the Fund realizes a loss or gain. Such closing
transactions involve additional commission costs.

A Fund will enter into futures contracts only when, in compliance with
the SEC's requirements, cash or high quality liquid debt securities equal in
value to the commodity value (less any applicable margin deposits) have been
deposited in a segregated account of the Fund's custodian.

Options on futures contracts

A Fund may purchase and write call and put options on futures contracts
it may buy or sell and enter into closing transactions with respect to such
options to terminate existing positions. The Fund may use such options on
futures contracts in lieu of purchasing and selling the underlying futures
contracts. Such options generally operate in the same manner as options
purchased or written directly on the underlying investments.

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As with options on securities, the holder or writer of an option may
terminate his position by selling or purchasing an offsetting option. There is
no guarantee that such closing transactions can be effected.

A Fund will be required to deposit initial margin and maintenance
margin with respect to put and call options on futures contracts written by it
pursuant to brokers' requirements similar to those described above. The Fund
will enter into written options on futures contracts only when, in compliance
with the SEC's requirements, cash or equivalents equal in value to the commodity
value (less any applicable margin deposits) have been deposited in a segregated
account of the Fund's custodian.

Risks of transactions in futures contracts and related options

Successful use of futures contracts by a Fund is subject its Adviser's
ability to predict correctly movements in the direction of interest rates and
other factors affecting securities markets.

Compared to the purchase or sale of futures contracts, the purchase of
call or put options on futures contracts involves less potential risk to a Fund
because the maximum amount at risk is the premium paid for the options (plus
transaction costs). However, there may be circumstances when the purchase of a
call or put option on a futures contract would result in a loss to the Fund when
the purchase or sale of a futures contract would not, such as when there is no
movement in the prices of the hedged investments. The writing of an option on a
futures contract involves risks similar to those relating to the sale of futures
contracts.

There is no assurance that higher than anticipated trading activity or
other unforeseen events might not at times render certain market clearing
facilities inadequate, and thereby result in the institution by exchanges of
special procedures which may interfere with the timely execution of customer
orders.

To reduce or eliminate a hedge position held by a Fund, the Fund may
seek to close out a position. The ability to establish and close out positions
will be subject to the development and maintenance of a liquid secondary market.
It is not certain that this market will develop or continue to exist for a
particular futures contract. Reasons for the absence of a liquid secondary
market on an exchange include the following: (i) there may be insufficient
trading interest in certain contracts or options; (ii) restrictions may be
imposed by an exchange on opening transactions or closing transactions or both;
(iii) trading halts, suspensions or other restrictions may be imposed with
respect to particular classes or series of contracts or options, or underlying
securities; (iv) unusual or unforeseen circumstances may interrupt normal
operations on an exchange; (v) the facilities of an exchange or a clearing
corporation may not at all times be adequate to handle current trading volume;
or (vi) one or more exchanges could, for economic or other reasons, decide or be
compelled at some future date to discontinue the trading of contracts or options
(or a particular class or series of contracts or options), in which event the
secondary market on that exchange (or in the class or series of contacts or
options), would cease to exist, although outstanding contracts or options on the
exchange that had

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been issued by a clearing corporation as a result of trades on that exchange
would continue to be exercisable in accordance with their terms.

Index futures contracts and related options; associated risks

An index futures contract is a contract to buy or sell units of an
index at a specified future date at a price agreed upon when the contract is
made. Entering into a contract to buy units of an index is commonly referred to
as buying or purchasing a contract or holding a long position in the index.
Entering into a contract to sell units of an index is commonly referred to as
selling a contract or holding a short position. A unit is the current value of
the index. A Fund may enter into stock index future contracts, debt index
futures contracts, or other index futures contracts (e.g., an interest rate
futures contract), as specified in the Prospectus. A Fund may also purchase and
sell options on index futures contracts, to the extent specified in the
Prospectus.

There are several risks in connection with the use by a Fund of index
futures as a hedging device. One risk arises because of the imperfect
correlation between movements in the prices of the index futures and movements
in the prices of securities which are the subject of the hedge. The Fund's
Adviser will attempt to reduce this risk by selling, to the extent possible,
futures on indices the movements of which will, in its judgement, have a
significant correlation with movements in the prices of the Fund's portfolio
securities sought to be hedged.

Successful use of index futures by a Fund for hedging purposes is also
subject to its Adviser's ability to predict correctly movements in the direction
of the market. It is possible that, where the Fund has sold futures to hedge its
portfolio against a decline in the market, the index on which the futures are
written may advance and the value of securities subject to the hedge held in the
Fund's portfolio may decline. If this occurs, the Fund would lose money on the
futures and also experience a decline in the value in its portfolio securities.
However, while this could occur to a certain degree, over time the value of the
Fund's portfolio should tend to move in the same direction as the market indices
which are intended to correlate to the price movements of the portfolio
securities sought to be hedged. It is also possible that, if the Fund has hedged
against the possibility of a decline in the market adversely affecting
securities held in its portfolio and securities prices increase instead, the
Fund will lose part or all of the benefit of the increased values of those
securities that it has hedged because it will have offsetting losses in its
futures positions. In addition, in such situations, if the Fund has insufficient
cash, it may have to sell securities to meet daily variation margin
requirements.

In addition to the possibility that there may be an imperfect
correlation, or no correlation at all, between movements in the index futures
and the securities of the portfolio being hedged, the prices of index futures
may not correlate perfectly with movements in the underlying index due to
certain market distortions. First, all participants in the futures markets are
subject to margin deposit and maintenance requirements. Rather than meeting
additional margin deposit requirements, investors may close futures contracts
through offsetting transactions which would distort the normal relationship
between the index and futures markets. Second, margin requirements in the
futures markets are less onerous than margin requirements in the securities
markets, and as a result the futures markets may attract more speculators than
the securities markets. Increased participation by speculators in the futures
markets may also

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cause temporary price distortions. Due to the possibility of price distortions
in the futures markets and also because of the imperfect correlation between
movements in the index and movements in the prices of index futures, even a
correct forecast of general market trends by a Fund's Adviser may still not
result in a successful hedging transaction.

Options on index futures are similar to options on securities except
that options on index futures give the purchaser the right, in return for the
premium paid, to assume a position in an index futures contract (a long position
if the option is a call and a short position if the option is a put), at a
specified exercise price at any time during the period of the option. Upon
exercise of the option, the delivery of the futures position by the writer of
the option to the holder of the option will be accompanied by delivery of the
accumulated balance in the writer's futures margin account which represents the
amount by which the market price of the index futures contract, at exercise,
exceeds (in the case of a call) or is less than (in the case of a put) the
exercise price of the option on the index future. If an option is exercised on
the last trading day prior to the expiration date of the option, the settlement
will be made entirely in cash equal to the difference between the exercise price
of the option and the closing level of the index on which the future is based on
the expiration date. Purchasers of options who fail to exercise their options
prior to the exercise date suffer a loss of the premium paid.

Securities Loans

Each of Global Utilities Fund, U.S. Stock Fund and All-Star Fund may
make loans of its portfolio securities amounting to not more than 30% of its
total assets. The risks in lending portfolio securities, as with other
extensions of credit, consist of possible delay in recovery of the securities or
possible loss of rights in the collateral should the borrower fail financially.
As a matter of policy, securities loans are made to broker-dealers pursuant to
agreements requiring that loans be continuously secured by collateral in cash or
short-term debt obligations at least equal at all times to the value of the
securities on loan. This collateral is deposited with the Trust's custodian
which segregates and identifies these assets on its books as security for the
loan. The borrower pays to the Fund an amount equal to any dividends, interest
or other distributions received on securities lent. The borrower is obligated to
return identical securities on termination of the loan. The Fund retains all or
a portion of the interest received on investment of the cash collateral or
receives a fee from the borrower. Although voting rights or rights to consent
with respect to the loaned securities pass to the borrower, the Fund retains the
right to call the loans at any time on reasonable notice, and it will do so in
order that the securities may be voted by the Fund if the holders of such
securities are asked to vote upon or consent to matters materially affecting the
investment. The Fund may also call such loans in order to sell the securities
involved. The Trust has adopted these policies, in part, so that interest,
dividends and other distributions received on the loaned securities, the
interest or fees paid by the borrower to the Fund for the loan, and the
investment income from the collateral will qualify under certain investment
limitations under Subchapter M of the Internal Revenue Code.

INVESTMENT PERFORMANCE

Each of the Funds may quote total return figures from time to time.
Total return on a per share basis is the amount of dividends received per share
plus or minus the change in the net asset value per

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share for a given period. Total return percentages may be calculated by dividing
the value of a share at the end of a given period by the value of the share at
the beginning of the period and subtracting one.

Average Annual Total Return is computed as follows:

ERV = P(1+T)(n)

Where: P = a hypothetical initial payment of $1,000
T = average annual total return
n = number of years
ERV = ending redeemable value of a
hypothetical $1,000 payment made at
the beginning of the period (or
fractional portion thereof).

For example, for a $1,000 investment in the Funds, the "Total Return",
the "Total Return Percentage" and (where applicable) the "Average Annual Total
Return" for the life of each Fund listed below (the period from July 1, 1993 in
the case of Growth and Income Fund and Global Utilities Fund; May 1, 1994, in
the case of International Fund For Growth; July 5, 1994 in the case of U.S.
Stock Fund and Strategic Income Fund; and May 1, 1995, in the case of Tiger
Fund) through December 31, 1996 were:

========================================= ================= ================ ====================
Fund Total Return Total Return Average Annual
Percentage Total Return
- ----------------------------------------- ----------------- ---------------- --------------------
<S> <C> <C> <C>
Growth and Income Fund $1,598 59.76% 14.29%
- ----------------------------------------- ----------------- ---------------- --------------------
Global Utilities Fund $1,270 26.99% 7.05%
- ----------------------------------------- ----------------- ---------------- --------------------
International Fund For Growth $1,051 5.09% 1.87%
- ----------------------------------------- ----------------- ---------------- --------------------
U.S. Stock Fund $1,650 64.97% 22.21%
- ----------------------------------------- ----------------- ---------------- --------------------
Strategic Income Fund $1,314 31.35% 11.55%
- ----------------------------------------- ----------------- ---------------- --------------------
Tiger Fund $1,285 28.50% 16.16%
========================================= ================= ================ ====================

</TABLE>

The figures contained in this "Investment Performance" section assume
reinvestment of all dividends and distributions. They are not necessarily
indicative of future results. The performance of a Fund is a result of
conditions in the securities markets, portfolio management, and operating
expenses. Although information such as that shown above is useful in reviewing a
Fund's performance and in providing some basis for comparison with other
investment alternatives, it should not be used for comparison with other
investments using different reinvestment assumptions or time periods. The Funds'
total returns do not reflect the cost of insurance and other insurance company
separate account charges which vary with the VA contracts and VLI policies
offered through the separate accounts of the Participating Insurance Companies.

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INDEPENDENT ACCOUNTANTS AND FINANCIAL STATEMENTS

Price Waterhouse LLP are the Trust's independent accountants. The
financial statements as of December 31, 1996 or for the fiscal years or periods
ended December 31, 1995 and December 31, 1996 incorporated by reference in this
SAI have been so incorporated, and the schedule of financial highlights for the
periods ended December 31, 1996 has been included in the Prospectus, in reliance
upon the report of Price Waterhouse LLP given on the authority of said firm as
experts in accounting and auditing.

The financial statements of the Trust and Report of Independent
Accountants appearing on pages 15 to 53 of the December 31, 1996 Annual Report
of the Trust are incorporated in this SAI by reference. In addition, the
unaudited financial statements of the Trust appearing on pages 15 to 53 of the
June 30, 1997 Semi-Annual Report of the Trust are incorporated in this SAI by
reference.

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