LIBERTY VARIABLE INVESTMENT TRUST
497, 1999-05-05
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                        LIBERTY VARIABLE INVESTMENT TRUST

PROSPECTUS DATED MAY 1, 1999

Colonial Small Cap Value Fund, Variable Series
Colonial U.S. Stock Fund, Variable Series
Colonial Strategic Income Fund, Variable Series
Colonial High Yield Securities Fund, Variable Series
Liberty All-Star Equity Fund, Variable Series

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

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

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

          NOT FDIC                   MAY LOSE VALUE
          INSURED                   NO BANK GUARANTEE


<PAGE>



                                            TABLE OF CONTENTS

THE TRUST                                                                    3

THE FUNDS                                                                    4



Each of these sections discusses the following
topics: Investment Goals, Primary Investment Strategies,
Primary Investment Risks and Performance History

<TABLE>
<S>                                                                         <C>
Colonial Small Cap Value Fund, Variable Series ............................  4

Colonial U.S. Stock Fund, Variable Series .................................  5

Colonial Strategic Income Fund, Variable Series ...........................  7

Colonial High Yield Securities Fund, Variable Series ...................... 10

Liberty All-Star Equity Fund, Variable Series ............................. 12


TRUST MANAGEMENT ORGANIZATIONS                                              15

Trustees .................................................................. 15

Investment Advisor ........................................................ 15

Investment Sub-Advisors and Portfolio Managers ............................ 15

OTHER INVESTMENT STRATEGIES AND RISKS ..................................... 17

Temporary Defensive Measures .............................................. 17

U.S. Government Securities ................................................ 17

Structure Risk ............................................................ 17

Zero Coupon Bonds ......................................................... 17

Hedging Strategies ........................................................ 18

Year 2000 Compliance ...................................................... 18

FINANCIAL HIGHLIGHTS ...................................................... 19

SHAREHOLDER INFORMATION ................................................... 24

Purchases and Redemptions ................................................. 24

How a Fund's Share Price is Determined .................................... 24

Dividends and Distributions ............................................... 24

Tax Consequences .......................................................... 24
</TABLE>




                                       2
<PAGE>




                                    THE TRUST

Liberty Variable Investment Trust ("Trust") includes nine separate mutual funds
("Funds"), each with its own investment goal and strategies. This Prospectus
contains information about five of the Funds in the Trust. Liberty Advisory
Services Corp. ("LASC") is the investment advisor to each Fund. LASC has
appointed a Sub-Advisor for each Fund, all of which are affiliates of LASC. Each
Fund is sub-advised by the following Sub-Advisor:

<TABLE>
                                      FUND                                                             SUB-ADVISOR

<S>                                                                          <C>
Colonial U.S. Stock Fund, Variable Series (U.S. Stock Fund)                  Colonial Management Associates, Inc. (Colonial)
Colonial Small Cap Value Fund, Variable Series (Small Cap Fund)

Colonial Strategic Income Fund, Variable Series (Strategic Income Fund)
Colonial High Yield Securities Fund, Variable Series (High Yield Fund)

Liberty All-Star Equity Fund, Variable Series (All-Star Equity Fund)         Liberty Asset Management Company (LAMCO)
</TABLE>

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

The Trust's Funds are investment options under variable annuity contracts ("VA
contracts") and variable life insurance policies ("VLI policies") issued by life
insurance companies ("Participating Insurance Companies"). Some (but not all)
Participating Insurance Companies are affiliated with the investment advisor to
the Funds. Participating Insurance Companies invest in the Funds through
separate accounts that they set up for that purpose. Owners of VA contracts and
of VLI policies invest in sub-accounts of those separate accounts through
instructions they give to their insurance company. The principal underwriters of
the Fund are Keyport Financial Services Corp. ("KFSC") and Liberty Funds
Distributor, Inc. ("LFD"). KFSC serves as principal underwriter of the shares of
the portfolios of the Trust with respect to the sale of shares to Participating
Insurance Companies that are affiliated with LASC and LFD serves as principal
underwriter with respect to the sale of shares to Participating Insurance
Companies that are not affiliated with LASC. KFSC and LFD are affiliates of
LASC.

The prospectuses of the Participating Insurance Companies' separate accounts
describe which Funds are available to the purchasers of their VA contracts and
VLI policies. The Trust assumes no responsibility for those prospectuses.




                                       3
<PAGE>






                                    THE FUNDS

                 COLONIAL SMALL CAP VALUE FUND, VARIABLE SERIES

INVESTMENT GOAL
The Fund seeks long-term growth.

PRIMARY INVESTMENT STRATEGIES

Under normal market conditions, the Fund invests primarily in small
capitalization stocks. These are stocks with market capitalizations of less than
the market capitalization of the stock in the Russell 2000 Index that has the
largest capitalization at the time of purchase. The remainder of the Fund's
assets may be invested in other stocks, or in bonds that are rated or considered
by the advisor to be investment grade. In managing the Fund, Colonial uses a
value investing strategy that focuses on buying stocks cheaply when they are
under valued or "out of favor." Colonial buys stocks that have attractive
current prices, consistent operating performance and/or favorable future growth
prospects. Colonial's strategy uses fact-based quantitative analysis supported
by fundamental business and financial analysis.

PRIMARY INVESTMENT RISKS

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

Smaller companies are more likely than larger companies to have limited product
lines, markets or financial resources, and to depend on a small, inexperienced
management team. They are more likely to fail or prove unable to grow. Stocks of
smaller companies may trade less frequently and in limited volume and their
prices may fluctuate more than stocks of other companies. In addition, they may
not be widely followed by the investment community, which can lower the demand
for their stock. Stocks of smaller companies may, therefore, be more vulnerable
to adverse developments than those of larger companies.

Market risk is the risk that the price of a security held by the Fund will fall
due to changing economic, political or market conditions, or due to the
financial condition of the company which issued the security.

PERFORMANCE HISTORY

We compare the Fund to the Russell 2000 Index, an unmanaged index that tracks
the performance of small capitalization stocks and the Lipper Small Cap -
Annuities peer group average return (Lipper Average). This Lipper Average which
is calculated by Lipper, Inc. is composed of funds with similar investment
objectives as the Fund. Unlike the Fund, indices are not investments, do not
incur fees or expenses and are not professionally managed. It is not possible to
invest directly in an index. The Fund commenced investment operations on May 19,
1998, and therefore does not have a full calendar year of investment
performance.




                                       4
<PAGE>



                    COLONIAL U.S. STOCK FUND, VARIABLE SERIES

INVESTMENT GOAL

The Fund seeks long-term capital growth.

PRIMARY INVESTMENT STRATEGIES

Under normal market conditions, the Fund invests primarily in large
capitalization stocks. These are stocks with market capitalizations of greater
than $3 billion at the time of purchase.

In managing the Fund, Colonial uses a value investing strategy that focuses on
buying stocks cheaply when they are under valued or "out of favor." Colonial
buys stocks that have attractive current prices, consistent operating
performance and/or favorable future growth prospects. Colonial's strategy uses
quantitative analysis supported by fundamental business and financial analyses.

PRIMARY INVESTMENT RISKS

The primary risk of investing in the Fund is described below. There are many
circumstances (including additional risks that are not described here) which
could cause you to lose money by investing in the Fund or prevent the Fund from
achieving its goal.

Market risk is the risk that the price of a security held by the Fund will fall
due to changing economic, political or market conditions, or due to the
financial condition of the company which issued the security.




                                       5
<PAGE>



THE FUNDS Colonial U.S. Stock Fund, Variable Series

PERFORMANCE HISTORY

The bar chart below shows changes in the Fund's performance from year to year by
illustrating the Fund's total calendar-year returns. The performance table
following the bar chart shows how the Fund's average annual total returns
compare with those of a broad measure of market performance for 1 year and the
life of the Fund. We compare the Fund to the Standard & Poor's 500 Index (S&P
Index), an unmanaged index that tracks the performance of a selection of widely
held common stocks and the Lipper Growth & Income Annuities peer group average
return (Lipper Average). This Lipper Average which is calculated by Lipper, Inc.
is composed of funds with similar investment objectives as the Fund. Unlike the
Fund, indices are not investments, do not incur fees or expenses and are not
professionally managed. It is not possible to invest directly in an index. The
chart and table are intended to illustrate some of the risks of investing in the
Fund by showing the changes in the Fund's performance. All returns include the
reinvestment of dividends and distributions. As with all mutual funds, past
performance does not predict the Fund's future performance. Performance results
include the effect of any expense reduction arrangements. If these arrangements
were not in place, then the performance results would have been lower. We may
cease any reduction arrangements at any time. The Fund's performance results do
not reflect the cost of insurance and separate account charges which are imposed
under your VA contract or VLI policy.

CALENDAR-YEAR TOTAL RETURNS

[BAR GRAPH]
<TABLE>
<CAPTION>
 1995     1996     1997     1998
 ----     ----     ----     ----
<S>      <C>      <C>      <C>
29.70%   21.84%   32.23%   20.15%
</TABLE>

The Fund's year to date total return through March 31, 1999 was +1.70%.

Best Quarter:  4th quarter 1998, +21.79%

Worst Quarter: 3rd quarter 1998, -14.16%

AVERAGE ANNUAL TOTAL RETURN - FOR PERIODS ENDED 12/31/98

<TABLE>
                                              1 YEAR          SINCE
                                                           INCEPTION ON
                                                             7/5/94

<S>                                           <C>          <C>
Fund (%)                                       20.15          23.90
S&P Index (%)                                  28.60           N/A
Lipper Average (%)                             16.37           N/A
</TABLE>






                                       6
<PAGE>



                 COLONIAL STRATEGIC INCOME FUND, VARIABLE SERIES

INVESTMENT GOALS

The Fund seeks as high a level of current income as is consistent with prudent
risk and maximizing total return.

PRIMARY INVESTMENT STRATEGIES

The Fund seeks to achieve its investment goal by investing in:

- -        debt securities issued by the U.S. government;

- -        debt securities issued by foreign governments; and

- -        lower rated corporate debt securities.

Colonial allocates the Fund's investments among these types of securities at any
given time based on its estimate of the expected performance and risk of each
type of investment.

The Fund pursues its investment goal by investing a portion of its assets in
lower rated corporate debt securities. These securities have the following
ratings:

- -        BBB through C by Standard & Poor's Corporation;

- -        Baa through D by Moody's Investor Services, Inc.; 

- -        a comparable rating by another nationally recognized rating service; or

- -        the security is unrated and Colonial believes it to be comparable in
         quality to securities having such ratings as noted above.

The Fund may invest in securities issued or guaranteed by foreign governments or
foreign companies, including securities issued in emerging market countries.

PRIMARY INVESTMENT RISKS

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

Market risk is the risk that the price of a security held by the Fund will fall
due to changing economic, political or market conditions, or due to the
financial condition of the company which issued the security.

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

Interest rate risk is the risk of a decline or increase in the price of a bond
when interest rates increase or decline. In general, if interest rates rise,
bond prices fall, and if interest rates fall, bond prices rise. Changes in the
values of bonds usually will not affect the amount of income the Fund receives
from them but will affect the value of the Fund's shares. Interest rate risk is
generally greater for bonds with longer maturities.




                                       7
<PAGE>

THE FUNDS Colonial Strategic Income Fund, Variable Series


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

Emerging markets are also subject to special risks. The risks of foreign
investments are typically increased in less developed and developing countries.
For example, political and economic structures in these countries may be new and
developing rapidly, which may cause instability. These countries are also more
likely to experience high levels of inflation, deflation or currency
devaluations, which could hurt their economies and securities markets.

Lower rated debt securities are commonly referred to as "junk bonds" and are
considered speculative. Lower quality debt securities involve greater risk of
loss and are less liquid, especially during periods of economic uncertainty or
change, than higher quality debt securities.




                                       8
<PAGE>



THE FUNDS  Colonial Strategic Income Fund, Variable Series

PERFORMANCE HISTORY

The bar chart below shows changes in the Fund's performance from year to year by
illustrating the Fund's total calendar-year returns. The performance table
following the bar chart shows how the Fund's average annual total returns
compare with those of a broad measure of market performance for 1 year and the
life of the Fund. We compare the Fund to the Lehman Brothers
Government/Corporate Bond Index (Lehman Index), an unmanaged index that tracks
the performance of a selection of U.S. government agency, treasury and
investment grade corporate bonds and the Lipper Corporate Bonds - Annuities peer
group average return (Lipper Average). This Lipper Average which is calculated
by Lipper, Inc. is composed of funds with similar investment objectives as the
Fund. Unlike the Fund, indices are not investments, do not incur fees or
expenses and are not professionally managed. It is not possible to invest
directly in an index. The chart and table are intended to illustrate some of the
risks of investing in the Fund by showing the changes in the Fund's performance.
All returns include the reinvestment of dividends and distributions. As with all
mutual funds, past performance does not predict the Fund's future performance.
Performance results include the effect of any expense reduction arrangements. If
these arrangements were not in place, then the performance results would have
been lower. We may cease any reduction arrangements at any time. The Fund's
performance results do not reflect the cost of insurance and separate account
charges which are imposed under your VA contract or VLI policy.



CALENDAR-YEAR TOTAL RETURNS

[BAR GRAPH]
<TABLE>
<CAPTION>
 1995     1996     1997     1998
 ----     ----     ----     ----
<S>      <C>      <C>      <C>
18.30%   9.83%    9.11%    6.03%
</TABLE>

The Fund's year to date total return through March 31, 1999 was +0.99%.

Best Quarter:  1st quarter 1995, +5.62%

Worst Quarter: 1st quarter 1997, -1.00%

AVERAGE ANNUAL TOTAL RETURN - FOR PERIODS ENDED 12/31/98

<TABLE>
                                              1 YEAR          SINCE
                                                           INCEPTION ON
                                                             7/5/94

<S>                                           <C>          <C>
Fund (%)                                       6.03           9.75
Lehman Index (%)                               9.47            N/A
Lipper Average (%)                             4.82            N/A
</TABLE>





                                       9
<PAGE>








              COLONIAL HIGH YIELD SECURITIES FUND, VARIABLE SERIES

INVESTMENT GOALS

The Fund seeks current income and total return.

PRIMARY INVESTMENT STRATEGIES

The Fund pursues its investment goal by investing primarily in lower rated
corporate debt securities. These securities have the following ratings:

- -        BBB through C by Standard & Poor's Corporation;

- -        Baa through D by Moody's Investor Services, Inc.;

- -        a comparable rating by another nationally recognized rating service; or

- -        the security is unrated and Colonial believes it to be comparable in
         quality to securities having such ratings as noted above.

Although the Fund will invest primarily in debt securities, the Fund may invest
in equity securities to seek capital appreciation. Equity securities include
common stocks, preferred stocks, warrants and debt securities convertible into
common stocks. Additionally, the Fund may invest in securities issued or
guaranteed by foreign governments or foreign companies, including securities
issued in emerging market countries.

PRIMARY INVESTMENT RISKS

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

Market risk is the risk that the price of a security held by the Fund will fall
due to changing economic, political or market conditions, or due to the
financial condition of the company which issued the security.

Lower rated debt securities are commonly referred to as "junk bonds" and are
considered speculative. Lower quality debt securities involve greater risk of
loss and are less liquid, especially during periods of economic uncertainty or
change, than higher quality debt securities.

Interest rate risk is the risk of a decline or increase in the price of a bond
when interest rates increase or decline. In general, if interest rates rise,
bond prices fall, and if interest rates fall, bond prices rise. Changes in the
values of bonds usually will not affect the amount of income the Fund receives
from them but will affect the value of the Fund's shares. Interest rate risk is
generally greater for bonds with longer maturities.

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




                                       10
<PAGE>

THE FUNDS  Colonial High Yield Securities Fund, Variable Series

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

Emerging markets are also subject to special risks. The risks of foreign
investments are typically increased in less developed and developing countries.
For example, political and economic structures in these countries may be new and
developing rapidly, which may cause instability. These countries are also more
likely to experience high levels of inflation, deflation or currency
devaluations, which could hurt their economies and securities markets.

PERFORMANCE HISTORY

We compare the Fund to the CS First Boston High Yield Index, an unmanaged index
that tracks the performance of high yield bond funds and the Lipper High Yield -
Annuities peer group average return (Lipper Average). This Lipper Average which
is calculated by Lipper, Inc. is composed of funds with similar investment
objectives as the Fund. Unlike the Fund, indices are not investments, do not
incur fees or expenses and are not professionally managed. It is not possible to
invest directly in an index. The Fund commenced investment operations on May 19,
1998, and therefore does not have a full calendar year of investment
performance.




                                       11
<PAGE>






                  LIBERTY ALL-STAR EQUITY FUND, VARIABLE SERIES

INVESTMENT GOALS

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.

PRIMARY INVESTMENT STRATEGIES

Under normal market conditions, the Fund invests primarily in equity and equity
related securities, which include common stocks, bonds convertible into stocks,
warrants and other rights to purchase stocks.

The Fund's sub-advisor, LAMCO, utilizes a 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). There are
five Portfolio Managers as of the date of this prospectus each of which employs
a different investment style. LAMCO attempts to rebalance 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 for the following reasons:

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

- -        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;

- -        Consequently, by allocating the Fund's portfolio on an approximately
         equal basis among Portfolio Managers employing different styles, the
         impact of any one 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

- -        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.

The Fund's current Portfolio Managers and investment styles are:

- -        J. P. Morgan Investment Management Inc. uses a value approach by
         investing in companies that are diversified across all sectors and that
         are undervalued relative to the firm's projected growth rates.

- -        Oppenheimer Capital uses a value approach by investing in companies
         that exhibit the ability to generate excess cash flow while earning
         high returns on invested capital.

- -        Boston Partners Asset Management, L.P. uses a value approach by
         investing in companies with low price-to-earnings and price-to-book
         ratios where a catalyst for positive change has been identified.

- -        Westwood Management Corporation uses a growth approach by investing in
         growth companies selling at reasonable valuations based on the firm's
         earnings projections which are not yet reflected in consensus
         estimates.

- -        Wilke/Thompson Capital Management, Inc. uses a growth approach by
         investing in companies that demonstrate the ability to sustain strong
         secular growth across a broad range of market capitalizations.

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.




                                       12
<PAGE>

THE FUNDS  Liberty All-Star Equity Fund, Variable Series


LAMCO also may recommend Portfolio Manager changes to change the mix of
investment styles employed by the Fund's Portfolio Managers. The Board of
Trustees must approve all Portfolio Manager changes. LAMCO is also the manager
of Liberty All-Star Equity Fund, a multi-managed, closed-end fund. This 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.

The Fund will 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.

PRIMARY INVESTMENT RISKS

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

Market risk is the risk that the price of a security held by the Fund will fall
due to changing economic, political or market conditions, or due to the
financial condition of the company which issued the security.




                                       13
<PAGE>

THE FUNDS Liberty All-Star Equity Fund, Variable Series

PERFORMANCE HISTORY

The bar chart below shows the Fund's performance by illustrating the Fund's
total calendar-year return. The performance table following the bar chart shows
how the Fund's average annual total returns compare with those of a broad
measure of market performance for one year and the life of the Fund. We compare
the Fund to the Standard & Poor's 500 Index (S&P Index), an unmanaged index that
tracks the performance of a selection of widely held common stocks and the
Lipper Growth & Income - Annuities peer group average return (Lipper Average).
This Lipper Average which is calculated by Lipper, Inc. is composed of funds
with similar investment objectives as the Fund. Unlike the Fund, indices are not
investments, do not incur fees or expenses and are not professionally managed.
It is not possible to invest directly in an index. The chart and table are
intended to illustrate some of the risks of investing in the Fund by showing the
changes in the Fund's performance. All returns include the reinvestment of
dividends and distributions. As with all mutual funds, past performance does not
predict the Fund's future performance. Performance results include the effect of
any expense reduction arrangements. If these arrangements were not in place,
then the performance results would have been lower. We may cease any reduction
arrangements at any time. The Fund's performance results do not reflect the cost
of insurance and separate account charges which are imposed under your VA
contract or VLI policy.

CALENDAR-YEAR TOTAL RETURNS


[BAR GRAPH]

<TABLE>
<S>       <C>
1998................ 18.67%
</TABLE>

The Fund's year to date total return through March 31, 1999 was 0.00%.

Best Quarter:  4th quarter 1998, +18.67%

Worst Quarter: 3rd quarter 1998, -12.05%

AVERAGE ANNUAL TOTAL RETURN - FOR PERIODS ENDED 12/31/98

<TABLE>
                                              1 YEAR          SINCE
                                                          INCEPTION ON
                                                            11/17/97

<S>  <C>                                       <C>        <C>
Fund (%)                                       18.67          17.29
S&P Index (%)                                  28.60           N/A
Lipper Average (%)                             16.37           N/A
</TABLE>





                                       14
<PAGE>











                         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 (SAI) contains names of and
biographical information on the Trustees.

INVESTMENT ADVISOR: LIBERTY ADVISORY SERVICES CORP.

LASC, located at 125 High Street, Boston Massachusetts 02110, is the investment
advisor to the Trust. LASC is an indirect wholly-owned subsidiary of Liberty
Financial Companies, Inc. ("LFC"). LASC has been an investment advisor since
1993. As of March 31, 1999, LASC managed over $727 million in assets. LASC
designates the Trust's Sub-Advisors, evaluates and monitors Sub-Advisors'
performance and investment programs and recommends to the Board of Trustees
whether Sub-Advisors' contracts should be continued or modified and the addition
or deletion of Sub-Advisors. LASC also has the responsibility of administering
the Trust's operations, which it may delegate, at its own expense, to certain
affiliates. LASC has delegated its administrative responsibilities to Colonial
in accordance with this authority.

For the 1998 fiscal year, the Trust paid LASC management fees at the following
annual rates of the average daily net assets of each specified Fund:

           Colonial Small Cap Value Fund, Variable Series              0.80% (1)
           Colonial U.S. Stock Fund, Variable Series                   0.80%
           Colonial Strategic Income Fund, Variable Series             0.65%
           Colonial High Yield Securities Fund, Variable Series        0.60% (2)
           Liberty All-Star Equity Fund, Variable Series               0.80% (3)

(1)      The Small Cap Fund's advisor has voluntarily agreed to waive its
         management fee so that total expenses of the Fund do not exceed 1.00%.
         As a result the actual management fee paid to the advisor for the 1998
         fiscal year was 0.00%

(2)      The High Yield Fund's advisor has voluntarily agreed to waive its
         management fee so that total expenses of the Fund do not exceed 0.80%.
         As a result the actual management fee paid to the advisor for the 1998
         fiscal year was 0.00%

(3)      The All-Star Equity Fund's advisor has voluntarily agreed to waive a
         portion of its management fee. As a result the actual management fee
         paid to the advisor for the 1998 fiscal year was 0.76%

INVESTMENT SUB-ADVISORS AND PORTFOLIO MANAGERS

The Sub-Advisors manage the assets of the Funds under the supervision of LASC
and the Board of Trustees. Each Sub-Advisor determines which securities and
other instruments are purchased and sold for the Fund(s) it sub-advises. Each
Sub-Advisor is an indirect wholly-owned subsidiary of LFC.

COLONIAL

Colonial, an investment advisor since 1931, is the Sub-Advisor of each of the
Small Cap Fund, U.S. Stock Fund, Strategic Income Fund and High Yield Fund.
Colonial's principal business address is One Financial Center, Boston,
Massachusetts 02111. As of March 31, 1999, Colonial managed over $16.7 billion
in assets.

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 each specified Fund:

           Colonial Small Cap Value Fund, Variable Series                  0.60%
           Colonial U.S. Stock Fund, Variable Series                       0.60%
           Colonial Strategic Income Fund, Variable Series                 0.45%
           Colonial High Yield Securities Fund, Variable Series            0.40%

Colonial also provides transfer agency, pricing and record keeping services for
the Funds under separate agreements.

                                       15
<PAGE>
TRUST MANAGEMENT ORGANIZATIONS

Mark Stoeckle has managed the U.S. Stock Fund since December, 1996. Mr. Stoeckle
is a Senior Vice President of Colonial. 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. He
also has managed the High Yield Fund since January, 1999. Mr. Ericson, a Senior
Vice President of Colonial and director of Colonial's Taxable Fixed Income
Group, has managed various Colonial taxable income funds since 1985.

James P. Haynie, Senior Vice President of Colonial, has co-managed the Colonial
Small Cap Fund since 1993.

Michael Rega, Vice President of Colonial, has co-managed the Colonial Small Cap
Fund since 1996. He was an analyst at Colonial from 1993 to 1996.

LAMCO AND LAMCO'S PORTFOLIO MANAGERS

LAMCO, an investment advisor since 1985, is the Sub-Advisor of the All-Star
Equity Fund. LAMCO's principal address is 600 Atlantic Avenue, 23rd Floor,
Boston, Massachusetts 02210. As of March 31, 1999, LAMCO managed over $1.6
billion in assets.

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 Equity Fund.

LAMCO is a manager of other investment managers which LAMCO recommends to the
Board of Trustees for appointment pursuant to a portfolio management agreement
among the Trust, LAMCO and the Portfolio Manager. That management agreement
permits each Portfolio Manager to have full investment discretion and authority
over investment of a portion of the Fund's assets.

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

No one individual at LAMCO is responsible for LAMCO's investment management of
the All-Star Equity Fund. The following individuals who work for the indicated
Portfolio Managers manage a portion of All-Star Equity Fund's assets:

- -        Henry D. Cavanna, Managing Director of J.P. Morgan Investment
         Management, Inc.

- -        John Lindenthal, Managing Director of Oppenheimer Capital

- -        Mark Donovan, Chairman, Equity Strategy Committee, of Boston Partners
         Asset Management, L.P.

- -        Susan M. Byrne, President and Chief Executive Officer of Westwood
         Management Corp.

- -        Mark A. Thompson, Chairman and Chief Investment Officer of
         Wilke/Thompson Capital Management, Inc.

A more complete description of each Portfolio Manager is included in the SAI.
The Trust and LAMCO have received an exemptive order from the SEC that permits
the All-Star Equity Fund to change Portfolio Managers without a vote of the
shareholders. Information regarding any new Portfolio Manager is sent to holders
of VA contracts and VLI policies within 90 days following the effective date of
the change.

AFFILIATED BROKER/DEALER

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




                                       16
<PAGE>




                      OTHER INVESTMENT STRATEGIES AND RISKS

Each Fund's primary investments and its risks are described above in its
individual description. This section describes other investments a Fund may make
and the risks associated with them. In seeking to achieve its goal, each Fund
may invest in various types of securities and engage in various investment
techniques which are not the principle focus of the Fund and therefore are not
described in this prospectus. These types of securities and investment practices
are identified and discussed in the Funds' SAI, which you may obtain free of
charge (see back cover). Approval by the Funds' shareholders is not required to
modify or change any of the Funds' investment goals or investment strategies.

TEMPORARY DEFENSIVE MEASURES

With the exception of the All-Star Equity Fund, each Fund's Sub-Advisor may
determine that adverse market conditions make it desirable to temporarily
suspend the Fund's normal investment activities. During such times, as a
temporary defensive strategy, the Fund may, but is not required to, invest in
cash or high quality, short-term debt securities, without limit.

(High Yield Fund) If necessary, the Fund has the ability to invest 100% of its
assets in higher rated securities, if, in Colonial's opinion, economic
conditions create a situation where yield spreads narrow between lower and
higher rated securities.

Taking a temporary defensive position may prevent a Fund from achieving its
investment objective.

U.S. GOVERNMENT SECURITIES

(Strategic Income Fund) The Fund will invest in U.S. Government securities,
including U.S. Treasuries and securities of various U.S. government agencies.
Agency securities include mortgage-backed securities, which represent interests
in pools of mortgages. The Fund has flexibility to vary its allocation among
different types of U.S. Government securities based upon the Sub-Advisor's
judgement of which types of securities will outperform others. In selecting
investments for the Fund, the Sub-Advisor considers a security's expected
income, together with its potential to rise or fall in price.

STRUCTURE RISK

(Strategic Income Fund) Structure risk is the risk that an event will occur
(such as a security being prepaid or called) that alters the security's cash
flows. Prepayment risk is a particular type of risk that involves both
mortgage-backed securities (which are guaranteed by a U.S. Government agency)
and asset-backed securities (which are interests in pools of debt securities).
Prepayment risk is the possibility that asset-backed securities may be prepaid
if the underlying debt securities are prepaid. Prepayment risk for
mortgage-backed securities is the possibility that, as interest rates fall,
homeowners are more likely to refinance their home mortgages. When mortgages are
refinanced, the principal on mortgage-backed securities is paid earlier than
expected. In an environment of declining interest rates, asset-backed securities
and mortgage-backed securities may offer less potential for gain than other debt
securities. During periods of rising interest rates, these securities have a
high risk of declining in price because the declining prepayment rates
effectively increase the maturity of the securities. In addition, the potential
impact of prepayment on the price of a security may be difficult to predict and
result in greater volatility.

ZERO COUPON BONDS

(Strategic Income Fund, High Yield Fund) Zero coupon bonds are issued at less
than their fair value and do not make any payments of interest. As a result,
these bonds involve greater credit risk and are subject to greater volatility
than bonds that pay cash interest on a current basis.




                                       17
<PAGE>

OTHER INVESTMENT STRATEGIES AND RISKS

HEDGING STRATEGIES

Each Fund may enter into a number of hedging strategies, including those that
employ futures and options, to gain or reduce exposure to particular securities
or markets. These strategies, which are commonly referred to as derivatives, may
involve the use of financial instruments whose values depend on, or are derived
from the value of an underlying security, an index or a currency. A Fund may use
these strategies for hedging purposes (attempting to offset a potential loss in
one position by establishing an interest in an opposite position) or to adjust
the Fund's duration. Hedging strategies involve the risk that they may
exaggerate a loss, potentially losing more money than the actual cost of the
security, or limit a potential gain. Also, with some hedging strategies there is
the risk that the other party to the transaction may fail to honor its contract
terms, causing a loss to a Fund.

YEAR 2000 COMPLIANCE

Like other investment companies, financial and business organizations and
individuals around the world, the Funds could be adversely affected if the
computer systems used by LASC, the Sub-Advisors and other service providers do
not properly process and calculate date-related information and data from and
after January 1, 2000. This is commonly known as the "Year 2000 Problem." LASC,
the Sub-Advisors, the Funds' distributors and transfer agent (Liberty Companies)
are taking steps that they believe are reasonably designed to address the Year
2000 Problem, including communicating with vendors who furnish services,
software and systems to the Funds, to provide that date-related information and
data can be properly processed after January 1, 2000. Many Fund service
providers and vendors, including the Liberty Companies, are in the process of
making Year 2000 modifications to their software and systems and believe that
such modifications will be completed on a timely basis prior to January 1, 2000.
However, no assurances can be given that all modifications required to ensure
proper data processing and calculation on and after January 1, 2000 will be
timely made or that services to the Fund will not be adversely affected. Some of
the Funds invest in emerging markets in developing countries and some reports
indicate that developing countries may be behind other countries with respect to
Year 2000 Compliance.




                                       18
<PAGE>

                              FINANCIAL HIGHLIGHTS


The financial highlights tables that follow are intended to help you understand
the Funds' financial performance. Information is shown for the Funds' last five
fiscal years, (or shorter period if a Fund commenced operations less than five
years ago) which run from January 1 to December 31. Certain information reflects
financial results for a single fund share. This information has been audited by
PricewaterhouseCoopers LLP, independent accountants, whose report, along with
the Funds' financial statements, is included in the Trust's annual report. 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. You can request a free annual report by writing
Keyport Financial Services Corp. (see back cover for address) or by calling or
writing the Participating Insurance Company which issued your VA contract or VLI
policy.

  COLONIAL SMALL CAP VALUE FUND, VARIABLE SERIES
                                                         Year Ended December 31,
                                                                 1998***
<TABLE>
<S>                                                              <C>
  PER SHARE OPERATING PERFORMANCE:

      Net asset value, beginning of period ($)                      10.00
      Net investment income (a)                                      0.08
      Net realized and unrealized losses on investments             (1.41)
      Total from investment operations                              (1.33)
      Less distributions:
         Dividends from net investment income                       (0.07)
         In excess of net investment income                         (0.01)

      Total distributions                                           (0.08)

      Net asset value, end of period                                 8.59
      TOTAL RETURN

         Total investment return (%)(b)(c)                         (13.25)**

      RATIOS/SUPPLEMENTAL DATA:

      Net assets, end of period (000) ($)                            1,782
      Ratio of expenses to average net assets (%) (d)(e)             1.00*
      Ratio of net investment income to                              1.41*
         average net assets (%) (c)(e)

      Portfolio turnover ratio (%)                                   51**
</TABLE>
      *     Annualized.

      **    Not Annualized.

      ***   For the period from the commencement of operations May 19, 1998 to
            December 31, 1998.

      (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 Manager's expense limitation undertaking.

      (d)   If the Fund had paid all of its expenses and there had been no
            reimbursement from the Manager, this ratio would have been 4.34%
            (annualized).

      (e)   The benefits derived from custody credits and directed brokerage
            arrangements had no impact.



                                       19
<PAGE>
 FINANCIAL HIGHLIGHTS

COLONIAL U.S. STOCK FUND, VARIABLE SERIES

<TABLE>
                                                                                                                     Period Ended
                                                                     Years Ended December 31,                          December 31,
                                                            1998           1997           1996           1995            1994***

  PER SHARE OPERATING PERFORMANCE:

<S>                                                     <C>             <C>            <C>            <C>               <C>  
Net asset value, beginning of year ($)                     16.29          14.22          12.36          10.27             10.00
Net investment income (a)                                   0.16           0.20           0.19           0.21              0.09
Net realized and unrealized gains on investments            3.12           4.37           2.52           2.84              0.35
Total from investment operations                            3.28           4.57           2.71           3.05              0.44
Less distributions:

   Dividends from net investment income                    (0.12)         (0.18)         (0.17)         (0.16)            (0.11)
   In excess of net investment income                        --           (0.01)           --             --                --
   Dividends from net realized gains                       (0.64)         (2.30)         (0.68)         (0.80)            (0.06)
   In excess of net realized gains                         (0.02)         (0.01)           --             --                --
Total distributions                                        (0.78)         (2.50)         (0.85)         (0.96)            (0.17)
Net asset value, end of year ($)                           18.79          16.29          14.22          12.36             10.27
TOTAL RETURN:

   Total investment return (%) (b)                         20.15          32.23          21.84          29.70(c)           4.40(c)**
RATIOS/SUPPLEMENTAL DATA:

Net assets, end of period (000) ($)                      146,239         96,715         60,855         43,017            15,373
Ratio of net expenses to average net assets (%)             0.90(e)        0.94(e)        0.95(e)        1.00(d)(e)        1.00(d)*
Ratio of net investment income to
   average net assets (%)                                   0.88(e)        1.19(e)        1.39(e)        1.72(c)(e)        2.16(c)*
Portfolio turnover ratio (%)                                  64             63             77            115                52**
</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 Manager's expense limitation undertaking.


(d)   If the Fund had paid all of its expenses and there had been no
      reimbursement from the Manager, 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.




                                       20
<PAGE>


FINANCIAL HIGHLIGHTS


COLONIAL STRATEGIC INCOME FUND, VARIABLE SERIES
<TABLE>
<CAPTION>

                                                                                                                   Period Ended
                                                                        Years Ended December 31,                   December 31,
                                                             1998          1997          1996          1995          1994***

  PER SHARE OPERATING PERFORMANCE:

<S>                                                       <C>          <C>            <C>           <C>            <C>
  Net asset value, beginning of year ($)                    11.15          11.04         10.99         9.79           10.00
  Net investment income (a)                                  0.91          0.90          0.92          0.55            0.30
  Net realized and unrealized gains (losses)
     on investments                                         (0.24)         0.11          0.16          1.24           (0.19)
  Total from investment operations                           0.67          1.01          1.08          1.79            0.11
  Less distributions:

     Dividends from net investment income                   (0.72)        (0.79)        (0.96)        (0.56)          (0.31)
     In excess of net investment income                     (0.02)        (0.05)          ---           ---            ---
     Dividends from net realized gains                       ---          (0.05)        (0.07)        (0.03)          (0.01)
     In excess of net realized gains                         ---          (0.01)          ---           ---            ---
  Total distributions                                       (0.74)        (0.90)        (1.03)        (0.59)          (0.32)
  Net asset value, end of year ($)                          11.08          11.15         11.04         10.99           9.79
  TOTAL RETURN:

     Total investment return (%)(b)                          6.03         9.11(c)       9.83(c)      18.30(c)       1.10(c)**
  RATIOS/SUPPLEMENTAL DATA:

  Net assets, end of year (000) ($)                        118,985        73,175        53,393        48,334          13,342
  Ratio of net expenses to average net assets (%)          0.78(e)      0.80(d)(e)    0.80(d)(e)    0.84(d)(e)       1.00(d)*
  Ratio of net investment income to
     average net assets (%)                                7.92(e)      7.86(c)(e)    8.13(c)(e)    8.08(c)(e)       7.33(c)*
  Portfolio turnover ratio (%)                                50            94            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 Manager's expense limitation undertaking.

(d)   If the Fund had paid all of its expenses and there had been no
      reimbursement from the Manager, these ratios would have been 0.82%, 0.86%,
      0.94% and 1.60% (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.




                                       21
<PAGE>


FINANCIAL HIGHLIGHTS


COLONIAL HIGH YIELD SECURITIES FUND, VARIABLE SERIES

<TABLE>
<CAPTION>
                                                                                         Period Ended
                                                                                         December 31,

                                                                                          1998***

  PER SHARE OPERATING PERFORMANCE:

<S>                                                                                      <C>

  Net asset value, beginning of period ($)                                                 10.00
  Net investment income (a)                                                                 0.48
  Net realized and unrealized losses on investments                                        (0.74)
  Total from investment operations                                                         (0.26)
  Less distributions:
     Dividends from net investment income                                                  (0.43)
     In excess of net investment income                                                    (0.00)

  Total distributions                                                                      (0.43)
  Net asset value, end of period ($)                                                        9.31
  TOTAL RETURN:

     Total investment return (%)(b)(c)                                                    (2.57)**
  RATIOS/SUPPLEMENTAL DATA:
  Net assets, end of year (000)($)                                                         5,915
  Ratio of expenses to average net assets (%)(d)(e)                                        0.80*
  Ratio of net investment income to average net assets (%)(c)(e)                           7.93*
  Portfolio turnover ratio (%)                                                              23**
</TABLE>

*     Annualized.

**    Not Annualized.

***   For the period from the commencement of operations May 19, 1998 to
      December 31, 1998.

(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 Manager's expense limitation undertaking.

(d)   If the Fund had paid all of its expenses and there had been no
      reimbursement from the Manager, this ratio would have been 1.84%
      (annualized).

(e)   The benefits derived from custody credits and directed brokerage
      arrangements had no impact.




                                       22
<PAGE>


FINANCIAL HIGHLIGHTS



                  LIBERTY ALL-STAR EQUITY FUND, VARIABLE SERIES


<TABLE>
<CAPTION>
                                                                Year Ended     Period Ended
                                                                December 31,    December 31,

                                                                    1998           1997***
  PER SHARE OPERATING PERFORMANCE:

<S>                                                              <C>           <C>
  Net asset value, beginning of year ($)                           10.07            10.00
  Net investment income (a)                                         0.06            0.01
  Net realized and unrealized gains on investments                  1.82            0.07
  Total from investment operations                                  1.88            0.08
  Less distributions:

     Dividends from net investment income                          (0.05)          (0.01)
     In excess of net investment income                            (0.00)            ---
  Total distributions                                              (0.05)          (0.01)
  Net asset value, end of year ($)                                 11.90            10.07
  TOTAL RETURN:

     Total investment return (%)(b)(c)                             18.67           0.80**
  RATIOS/SUPPLEMENTAL DATA:

  Net assets, end of period (000)($)                               44,870          22,228
  Ratio of net expenses to average net assets (%)(d)(e)             1.00            1.00*
  Ratio of net investment income to
     average net assets (%)(c)(e)                                   0.54            0.83*
  Portfolio turnover ratio (%)                                       70              1**
</TABLE>




*     Annualized.

**    Not Annualized.

***   For the period from the commencement of operations November 17, 1997 to
      December 31, 1997.

(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 Manager's expense limitation undertaking.

(d)   If the Fund had paid all of its expenses and there had been no
      reimbursement from the Manager, this ratio would have been 1.04% and 1.45%
      (annualized), respectively.

(e)   The benefits derived from custody credits and directed brokerage
      arrangements had no impact.



                                       23
<PAGE>








                             SHAREHOLDER INFORMATION

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

HOW A FUND'S SHARE PRICE IS DETERMINED Each share price is its NAV next
determined. NAV is the difference between the value of a fund's assets and
liabilities divided by the number of shares outstanding. The NAV is determined
at the close of the New York Stock Exchange ("NYSE"), usually 4:00 p.m. Eastern
time, on each business day that the NYSE is open (typically Monday through
Friday).

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

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

We value a security at fair value when events have occurred after the last
available market price and before the close of the NYSE that materially affect
the security's price. In the case of foreign securities, this could include
events occurring after the close of the foreign market and before the close of
the NYSE.

A Fund's foreign securities may trade on days when the NYSE is closed for
trading and Participating Insurance Companies may not purchase or redeem shares.

DIVIDENDS AND DISTRIBUTIONS Each Fund intends to declare and distribute, as
dividends or capital gain 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
investment advisory and administrative fees). Income dividends will be declared
and distributed annually. All net short-term and long-term capital gains of each
Fund realized during the fiscal year are declared and distributed periodically,
no less frequently than annually. All dividends and distributions are reinvested
in additional shares of the Fund at NAV, as of the record date for the
distributions.

TAX CONSEQUENCES Each Fund is treated as a separate entity for federal income
tax purposes and has elected or intends to elect to be treated, and intends to
qualify each year as a "regulated investment company" under Subchapter M of the
Internal Revenue Code (the "Code"). Each Fund must satisfy certain requirements
relating to the sources of its income, diversification of its assets and
distribution of its income to shareholders to qualify as a regulated investment
company. As a regulated investment company, a Fund will not be subject to
federal income tax on any net investment income and net realized capital gains
that are distributed to its shareholders as required under the Code.

In addition, each Fund follows certain portfolio diversification requirements
imposed by the Code on separate accounts of insurance companies relating to the
tax-deferred status of VA contracts and VLI policies. More specific information
on these diversification requirements is contained in the prospectus that
describes a particular VA contract or VLI policy.




                                       24
<PAGE>




FOR MORE INFORMATION

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

You may wish to read the SAI for more information on the Funds and the
securities in which they invest. The SAI is incorporated into this prospectus by
reference, which means that it is considered to be part of this prospectus.

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

Keyport Financial Services Corp.
125 High Street
Boston, MA 02111
1-800-437-4466

or by calling or writing the Participating Insurance Company which issued your
VA contract or VLI policy.

Text-only versions of all Fund documents can be viewed online or downloaded from
the SEC at www.sec.gov.

You can review and copy information about the Funds by visiting the following
location, and you can obtain copies upon payment of a duplicating fee, by
writing the:

Public Reference Room
Securities and Exchange Commission
Washington, DC 20549-6009

Information on the operation of the Public Reference Room may be obtained by
calling 1-800-SEC-0330.

INVESTMENT COMPANY ACT FILE NUMBER:
Liberty Variable Investment Trust :  811-07556

Colonial Small Cap Value Fund, Variable Series
Colonial U.S. Stock Fund, Variable Series
Colonial Strategic Income Fund, Variable Series
Colonial High Yield Securities Fund, Variable Series
Liberty All-Star Equity Fund, Variable Series








<PAGE>
                        LIBERTY VARIABLE INVESTMENT TRUST

 PROSPECTUS DATED MAY 1, 1999

NEWPORT TIGER FUND, VARIABLE SERIES


TABLE OF CONTENTS


THE TRUST                                                                      2
- --------------------------------------------------------------------------------

THE FUND                                                                       2
- --------------------------------------------------------------------------------

Investment Goal ...........................................................    2
Primary Investment Strategies .............................................    2
Primary Investment Risks ..................................................    2
Performance History .......................................................    3

TRUST MANAGEMENT ORGANIZATIONS                                                 4
- --------------------------------------------------------------------------------

Trustees ..................................................................    4
Investment Advisor ........................................................    4
Investment Sub-Advisor and Portfolio Managers .............................    4

OTHER INVESTMENT STRATEGIES AND RISKS                                          5
- --------------------------------------------------------------------------------

Temporary Defensive Measures ..............................................    5
Hedging Strategies ........................................................    5
Year 2000 Compliance ......................................................    5

FINANCIAL HIGHLIGHTS                                                           6
- --------------------------------------------------------------------------------

SHAREHOLDER INFORMATION                                                        7
- --------------------------------------------------------------------------------

Purchases and Redemptions .................................................    7
How the Fund's Share Price is Determined ..................................    7
Dividends and Distributions ...............................................    7
Tax Consequences ..........................................................    7

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

                                     * * * *

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

                                     * * * *

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


          NOT FDIC                   MAY LOSE VALUE
          INSURED                   NO BANK GUARANTEE
<PAGE>
                                    THE TRUST

Liberty Variable Investment Trust ("Trust") includes nine separate mutual funds
("Funds"), each with its own investment goal and strategies. This Prospectus
contains information about one of the Funds in the Trust. Liberty Advisory
Services Corp. ("LASC") is the investment advisor to the Fund. LASC has
appointed a Sub-Advisor for the Fund, who is an affiliate of LASC. The Fund is
sub-advised by Newport Fund Management, Inc. (Newport).

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

The Trust's Funds are investment options under variable annuity contracts ("VA
contracts") and variable life insurance policies ("VLI policies") issued by life
insurance companies ("Participating Insurance Companies"). Some (but not all)
Participating Insurance Companies are affiliated with the investment advisor to
the Funds. Participating Insurance Companies invest in the Funds through
separate accounts that they set up for that purpose. Owners of VA contracts and
of VLI policies invest in sub-accounts of those separate accounts through
instructions they give to their insurance company. The principal underwriters of
the Fund are Keyport Financial Services Corp. ("KFSC") and Liberty Funds
Distributor, Inc. ("LFD"). KFSC serves as principal underwriter of the shares of
the portfolios of the Trust with respect to the sale of shares to Participating
Insurance Companies that are affiliated with LASC and LFD serves as principal
underwriter with respect to the sale of shares to Participating Insurance
Companies that are not affiliated with LASC. KFSC and LFD are affiliates of
LASC.

The prospectuses of the Participating Insurance Companies' separate accounts
describe which Funds are available to the purchasers of their VA contracts and
VLI policies. The Trust assumes no responsibility for those prospectuses.


                                    THE FUND


INVESTMENT GOAL

The Fund seeks long-term capital appreciation.


PRIMARY INVESTMENT STRATEGIES

Under normal market conditions, the Fund invests primarily in stocks of
companies located in the nine Tiger countries of Asia. The Tigers of Asia are
Hong Kong, Singapore, South Korea, Taiwan, Malaysia, Thailand, Indonesia, The
People's Republic of China and the Philippines. In selecting investments for the
Fund, Newport typically purchases stocks of larger, well-established companies.


PRIMARY INVESTMENT RISKS

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

Market risk is the risk that the price of a security held by the Fund will fall
due to changing economic, political or market conditions, or due to the
financial condition of the company which issued the security.

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

Because the Fund's investments are concentrated in the nine Tiger countries of
Asia, the Fund is particularly susceptible to regional risks. Events in any one
Tiger country may impact the other countries in the Southeast Asian region as a
whole. As a result events in the region will generally have a greater effect on
the Fund than if it were more geographically diversified, which may result in
greater losses and volatility.


                                       2
<PAGE>
PERFORMANCE HISTORY

The bar chart below shows changes in the Fund's performance from year to year by
illustrating the Fund's total calendar-year returns. The performance table
following the bar chart shows how the Fund's average annual total returns
compare with those of a broad measure of market performance for 1 year and the
life of the Fund. We compare the Fund to the Morgan Stanley Capital
International EAFE Index GDP (Morgan Stanley Index), an unmanaged index that
tracks the performance of foreign stocks and the Lipper Pacific Region -
Annuities peer group average return (Lipper Average). This Lipper Average which
is calculated by Lipper, Inc. is composed of funds with similar investment
objectives as the Fund. Unlike the Fund, indices are not investments, do not
incur fees or expenses and are not professionally managed. It is not possible to
invest directly in an index. The chart and table are intended to illustrate some
of the risks of investing in the Fund by showing the changes in the Fund's
performance. All returns include the reinvestment of dividends and
distributions. As with all mutual funds, past performance does not predict the
Fund's future performance. Performance results include the effect of any expense
reduction arrangements. If these arrangements were not in place, then the
performance results would have been lower. We may cease any reduction
arrangements at any time. The Fund's performance results do not reflect the cost
of insurance and separate account charges which are imposed under your VA
contract or VLI policy.


CALENDAR-YEAR TOTAL RETURNS

[BAR GRAPH]

<TABLE>
<CAPTION>
1996     1997     1998
- ----     ----     ----
<S>     <C>      <C>
11.73%  -31.14%  -6.43%
</TABLE>

The Fund's year to date total return through March 31, 1999 was +2.55%.

Best Quarter:  4th quarter 1998, +37.93%

Worst Quarter: 2nd quarter 1998, -28.81%



AVERAGE ANNUAL TOTAL RETURN - FOR PERIODS ENDED 12/31/98

<TABLE>
<CAPTION>
                                                                           SINCE
                                                                       INCEPTION ON
                                                     1 YEAR               5/1/95
                                                     ------            ------------
<S>                                                  <C>               <C>
Fund (%)                                              -6.43                -5.01

Morgan Stanley Index (%)                              26.71                N/A

Lipper Average (%)                                    -6.46                N/A
</TABLE>


                                       3
<PAGE>
                         TRUST 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 (SAI) contains names of and
biographical information on the Trustees.


INVESTMENT ADVISOR: LIBERTY ADVISORY SERVICES CORP.

LASC, located at 125 High Street, Boston Massachusetts 02110, is the investment
advisor to the Trust. LASC is an indirect wholly-owned subsidiary of Liberty
Financial Companies, Inc. ("LFC"). LASC has been an investment advisor since
1993. As of March 31, 1999, LASC managed over $727 million in assets. LASC
designates the Trust's Sub-Advisors, evaluates and monitors Sub-Advisors'
performance and investment programs and recommends to the Board of Trustees
whether Sub-Advisors' contracts should be continued or modified and the addition
or deletion of Sub-Advisors. LASC also has the responsibility of administering
the Trust's operations, which it may delegate, at its own expense, to certain
affiliates. LASC has delegated its administrative responsibilities to Colonial
in accordance with this authority.

For the 1998 fiscal year, the Trust paid LASC management fees at the annual rate
of 0.90% of the average daily net assets of the Fund.

INVESTMENT SUB-ADVISOR AND PORTFOLIO MANAGERS

The Sub-Advisor manages the assets of the Fund under the supervision of LASC and
the Board of Trustees. The Sub-Advisor determines which securities and other
instruments are purchased and sold for the Fund. The Sub-Advisor is an indirect
wholly-owned subsidiary of LFC.

NEWPORT

Newport, an investment advisor since 1987, is the Sub-Advisor of the Tiger Fund.
Newport's principal address is 580 California Street, Suite 1960, San Francisco,
California 94104. As of March 31, 1999, Newport managed over $843.1 million in
assets.

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.

Thomas R. Tuttle and Lynda Couch, Senior Vice President and Vice President,
respectively, of Newport, co-manage the Fund. Mr. Tuttle has co-managed other
Newport Funds since November, 1995. Mr. Tuttle has been an officer of Newport
since 1984. Ms. Couch has managed other Newport Funds since April, 1995. Ms.
Couch has been an officer of Newport since 1994.


                                       4
<PAGE>
                      OTHER INVESTMENT STRATEGIES AND RISKS


The Fund's primary investments and its risks are described above. This section
describes other investments the Fund may make and the risks associated with
them. In seeking to achieve its goal, the Fund may invest in various types of
securities and engage in various investment techniques which are not the
principle focus of the Fund and therefore are not described in this prospectus.
These types of securities and investment practices are identified and discussed
in the Fund's SAI, which you may obtain free of charge (see back cover).
Approval by the Fund's shareholders is not required to modify or change any of
the Fund's investment goals or investment strategies.


TEMPORARY DEFENSIVE MEASURES

The Fund's Sub-Advisor may determine that adverse market conditions make it
desirable to temporarily suspend the Fund's normal investment activities. During
such times, as a temporary defensive strategy, the Fund may, but is not required
to, invest in cash or high quality, short-term debt securities, without limit.

Taking a temporary defensive position may prevent a Fund from achieving its
investment objective.


HEDGING STRATEGIES

The Fund may enter into a number of hedging strategies, including those that
employ futures and options, to gain or reduce exposure to particular securities
or markets. These strategies, which are commonly referred to as derivatives, may
involve the use of financial instruments whose values depend on, or are derived
from the value of an underlying security, an index or a currency. The Fund may
use these strategies for hedging purposes (attempting to offset a potential loss
in one position by establishing an interest in an opposite position) or to
adjust the Fund's duration. Hedging strategies involve the risk that they may
exaggerate a loss, potentially losing more money than the actual cost of the
security, or limit a potential gain. Also, with some hedging strategies there is
the risk that the other party to the transaction may fail to honor its contract
terms, causing a loss to the Fund.


YEAR 2000 COMPLIANCE

Like other investment companies, financial and business organizations and
individuals around the world, the Fund could be adversely affected if the
computer systems used by LASC, the Sub-Advisor and other service providers do
not properly process and calculate date-related information and data from and
after January 1, 2000. This is commonly known as the "Year 2000 Problem." LASC,
the Sub-Advisor, the Fund's distributors and transfer agent (Liberty Companies)
are taking steps that they believe are reasonably designed to address the Year
2000 Problem, including communicating with vendors who furnish services,
software and systems to the Fund, to provide that date-related information and
data can be properly processed after January 1, 2000. Many Fund service
providers and vendors, including the Liberty Companies, are in the process of
making Year 2000 modifications to their software and systems and believe that
such modifications will be completed on a timely basis prior to January 1, 2000.
However, no assurances can be given that all modifications required to ensure
proper data processing and calculation on and after January 1, 2000 will be
timely made or that services to the Fund will not be adversely affected.


                                       5
<PAGE>
                              FINANCIAL HIGHLIGHTS


The financial highlights table that follows is intended to help you understand
the Fund's financial performance. Information is shown for the Fund's fiscal
years since it commenced operations, which run from January 1 to December 31.
Certain information reflects financial results for a single fund share. This
information has been audited by PricewaterhouseCoopers LLP, independent
accountants, whose report, along with the Fund's financial statements, is
included in the Trust's annual report. The Fund's 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. You can
request a free annual report by writing Keyport Financial Services Corp. (see
back cover for address) or by calling or writing the Participating Insurance
Company which issued your VA contract or VLI policy.


NEWPORT TIGER FUND, VARIABLE SERIES

<TABLE>
<CAPTION>
                                                                             Years Ended December 31,           Period Ended
                                                                                                                December 31,
                                                                       1998           1997           1996          1995***
<S>                                                                   <C>            <C>            <C>            <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of year ($)                                  1.71           2.52           2.28           2.00

Net investment income (a)                                               0.03           0.03           0.03           0.01

Net realized and unrealized gains (losses) on investments
   and foreign currency transactions                                   (0.14)         (0.81)          0.24           0.29

Total from investment operations                                       (0.11)         (0.78)          0.27           0.30

Less distributions:
   Distributions from net investment income                            (0.03)         (0.02)         (0.02)         (0.01)

   In excess of net investment income                                    --           (0.01)           --           (0.01)

   Dividends from net realized gains                                     --             --           (0.01)           --

   In excess of net realized gains                                       --           (0.00)           --             --

Total distributions                                                    (0.03)         (0.03)         (0.03)         (0.02)

Net asset value, end of year ($)                                        1.57           1.71           2.52           2.28

TOTAL RETURN:
   Total investment return (%)(b)                                      (6.43)        (31.14)         11.73          15.00**

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000) ($)                                   23,655         24,934         34,642         18,977

Ratio of net expenses to average net assets (%)(c)                      1.30           1.25           1.27           1.75*

Ratio of net investment income to average net assets (%)(c)             2.16           1.14           1.20           0.89*

Portfolio turnover ratio (%)                                           16             27              7             12**
</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.


                                       6
<PAGE>
                             SHAREHOLDER INFORMATION


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


HOW THE FUND'S SHARE PRICE IS DETERMINED Each share price is its NAV next
determined. NAV is the difference between the value of the fund's assets and
liabilities divided by the number of shares outstanding. The NAV is determined
at the close of the New York Stock Exchange ("NYSE"), usually 4:00 p.m. Eastern
time, on each business day that the NYSE is open (typically Monday through
Friday).

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

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

We value a security at fair value when events have occurred after the last
available market price and before the close of the NYSE that materially affect
the security's price. In the case of foreign securities, this could include
events occurring after the close of the foreign market and before the close of
the NYSE.

The Fund's foreign securities may trade on days when the NYSE is closed for
trading and Participating Insurance Companies may not purchase or redeem shares.


DIVIDENDS AND DISTRIBUTIONS The Fund intends to declare and distribute, as
dividends or capital gain 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
investment advisory and administrative fees). Income dividends will be declared
and distributed annually. All net short-term and long-term capital gains of the
Fund realized during the fiscal year are declared and distributed periodically,
no less frequently than annually. All dividends and distributions are reinvested
in additional shares of the Fund at NAV, as of the record date for the
distributions.


TAX CONSEQUENCES The Fund is treated as a separate entity for federal income tax
purposes and has elected or intends to elect to be treated, and intends to
qualify each year as a "regulated investment company" under Subchapter M of the
Internal Revenue Code (the "Code"). The Fund must satisfy certain requirements
relating to the sources of its income, diversification of its assets and
distribution of its income to shareholders to qualify as a regulated investment
company. As a regulated investment company, the Fund will not be subject to
federal income tax on any net investment income and net realized capital gains
that are distributed to its shareholders as required under the Code.

In addition, the Fund follows certain portfolio diversification requirements
imposed by the Code on separate accounts of insurance companies relating to the
tax-deferred status of VA contracts and VLI policies. More specific information
on these diversification requirements is contained in the prospectus that
describes a particular VA contract or VLI policy.


                                       7
<PAGE>
FOR MORE INFORMATION

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

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

You can get free copies of reports and the SAI, request other information and
discuss your questions about the Fund by writing or calling:

Keyport Financial Services Corp.
125 High Street
Boston, MA 02111
1-800-437-4466

or by calling or writing the Participating Insurance Company which issued your
VA contract or VLI policy.

Text-only versions of all Fund documents can be viewed online or downloaded from
the SEC at www.sec.gov.

You can review and copy information about the Fund by visiting the following
location, and you can obtain copies upon payment of a duplicating fee, by
writing the:

Public Reference Room
Securities and Exchange Commission
Washington, DC 20549-6009

Information on the operation of the Public Reference Room may be obtained by
calling 1-800-SEC-0330.

INVESTMENT COMPANY ACT FILE NUMBER:
Liberty Variable Investment Trust :  811-07556

Newport Tiger Fund, Variable Series
<PAGE>
                        LIBERTY VARIABLE INVESTMENT TRUST


 PROSPECTUS DATED MAY 1, 1999


Colonial U.S. Stock Fund, Variable Series
Newport Tiger Fund, Variable Series




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

                                     * * * *

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

                                     * * * *

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


          NOT FDIC                   MAY LOSE VALUE
          INSURED                   NO BANK GUARANTEE
<PAGE>
                                TABLE OF CONTENTS



THE TRUST                                                                      3
- --------------------------------------------------------------------------------

THE FUNDS                                                                      4
- --------------------------------------------------------------------------------

Each of these sections discusses the following
topics: Investment Goals, Primary Investment Strategies,
Primary Investment Risks and Performance History
Colonial U.S. Stock Fund, Variable Series ...............................      4
Newport Tiger Fund, Variable Series .....................................      6


TRUST MANAGEMENT ORGANIZATIONS                                                 8
- --------------------------------------------------------------------------------

Trustees ................................................................      8
Investment Advisor ......................................................      8
Investment Sub-Advisors and Portfolio Managers ..........................      8


OTHER INVESTMENT STRATEGIES AND RISKS                                         10
- --------------------------------------------------------------------------------

Temporary Defensive Measures ............................................     10
Hedging Strategies ......................................................     10
Year 2000 Compliance ....................................................     10


FINANCIAL HIGHLIGHTS                                                          11
- --------------------------------------------------------------------------------

SHAREHOLDER INFORMATION                                                       13
- --------------------------------------------------------------------------------

Purchases and Redemptions ...............................................     13
How a Fund's Share Price is Determined ..................................     13
Dividends and Distributions .............................................     13
Tax Consequences ........................................................     13


                                       2
<PAGE>
                                    THE TRUST

Liberty Variable Investment Trust ("Trust") includes nine separate mutual funds
("Funds"), each with its own investment goal and strategies. This Prospectus
contains information about two of the Funds in the Trust. Liberty Advisory
Services Corp. ("LASC") is the investment advisor to each Fund. LASC has
appointed a Sub-Advisor for each Fund, all of which are affiliates of LASC.
Each Fund is sub-advised by the following Sub-Advisor:


<TABLE>
<CAPTION>
                                      FUND                                           SUB-ADVISOR
                                      ----                                           -----------
<S>                                                              <C>
Colonial U.S. Stock Fund, Variable Series (U.S. Stock Fund)      Colonial Management Associates, Inc. (Colonial)

Newport Tiger Fund, Variable Series (Tiger Fund)                 Newport Fund Management, Inc. (Newport)
</TABLE>


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

The Trust's Funds are investment options under variable annuity contracts ("VA
contracts") and variable life insurance policies ("VLI policies") issued by life
insurance companies ("Participating Insurance Companies"). Some (but not all)
Participating Insurance Companies are affiliated with the investment advisor to
the Funds. Participating Insurance Companies invest in the Funds through
separate accounts that they set up for that purpose. Owners of VA contracts and
of VLI policies invest in sub-accounts of those separate accounts through
instructions they give to their insurance company. The principal underwriters of
the Fund are Keyport Financial Services Corp. ("KFSC") and Liberty Funds
Distributor, Inc. ("LFD"). KFSC serves as principal underwriter of the shares of
the portfolios of the Trust with respect to the sale of shares to Participating
Insurance Companies that are affiliated with LASC and LFD serves as principal
underwriter with respect to the sale of shares to Participating Insurance
Companies that are not affiliated with LASC. KFSC and LFD are affiliates of
LASC.

The prospectuses of the Participating Insurance Companies' separate accounts
describe which Funds are available to the purchasers of their VA contracts and
VLI policies. The Trust assumes no responsibility for those prospectuses.


                                       3
<PAGE>
                                    THE FUNDS


                    COLONIAL U.S. STOCK FUND, VARIABLE SERIES


INVESTMENT GOAL

The Fund seeks long-term capital growth.


PRIMARY INVESTMENT STRATEGIES

Under normal market conditions, the Fund invests primarily in large
capitalization stocks. These are stocks with market capitalizations of greater
than $3 billion at the time of purchase.

In managing the Fund, Colonial uses a value investing strategy that focuses on
buying stocks cheaply when they are under valued or "out of favor." Colonial
buys stocks that have attractive current prices, consistent operating
performance and/or favorable future growth prospects. Colonial's strategy uses
quantitative analysis supported by fundamental business and financial analyses.


PRIMARY INVESTMENT RISKS

The primary risk of investing in the Fund is described below. There are many
circumstances (including additional risks that are not described here) which
could cause you to lose money by investing in the Fund or prevent the Fund from
achieving its goal.

Market risk is the risk that the price of a security held by the Fund will fall
due to changing economic, political or market conditions, or due to the
financial condition of the company which issued the security.


                                       4
<PAGE>
PERFORMANCE HISTORY

The bar chart below shows changes in the Fund's performance from year to year by
illustrating the Fund's total calendar-year returns. The performance table
following the bar chart shows how the Fund's average annual total returns
compare with those of a broad measure of market performance for 1 year and the
life of the Fund. We compare the Fund to the Standard & Poor's 500 Index (S&P
Index), an unmanaged index that tracks the performance of a selection of widely
held common stocks and the Lipper Growth & Income - Annuities peer group average
return (Lipper Average). This Lipper Average which is calculated by Lipper, Inc.
is composed of funds with similar investment objectives as the Fund. Unlike the
Fund, indices are not investments, do not incur fees or expenses and are not
professionally managed. It is not possible to invest directly in an index. The
chart and table are intended to illustrate some of the risks of investing in the
Fund by showing the changes in the Fund's performance. All returns include the
reinvestment of dividends and distributions. As with all mutual funds, past
performance does not predict the Fund's future performance. Performance results
include the effect of any expense reduction arrangements. If these arrangements
were not in place, then the performance results would have been lower. We may
cease any reduction arrangements at any time. The Fund's performance results do
not reflect the cost of insurance and separate account charges which are imposed
under your VA contract or VLI policy.


CALENDAR-YEAR TOTAL RETURNS

[BAR CHART]
<TABLE>
<CAPTION>
 1995     1996     1997     1998
 ----     ----     ----     ----
<S>      <C>      <C>      <C>
29.70%   21.64%   32.23%   20.15%
</TABLE>


The Fund's year to date total return through March 31, 1999 was +1.70%.

Best Quarter:  4th quarter 1998, +21.79%

Worst Quarter: 3rd quarter 1998, -14.16%



AVERAGE ANNUAL TOTAL RETURN - FOR PERIODS ENDED 12/31/98

<TABLE>
<CAPTION>
                                                                       SINCE
                                                                    INCEPTION ON
                                                        1 YEAR         7/5/94
                                                        ------      ------------
<S>                                                     <C>         <C>
Fund (%)                                                 20.15          23.90

S&P Index (%)                                            28.60           N/A

Lipper Average (%)                                       16.37           N/A
</TABLE>


                                       5
<PAGE>
                       NEWPORT TIGER FUND, VARIABLE SERIES


INVESTMENT GOAL

The Fund seeks long-term capital appreciation.


PRIMARY INVESTMENT STRATEGIES

Under normal market conditions, the Fund invests primarily in stocks of
companies located in the nine Tiger countries of Asia. The Tigers of Asia are
Hong Kong, Singapore, South Korea, Taiwan, Malaysia, Thailand, Indonesia, The
People's Republic of China and the Philippines. In selecting investments for the
Fund, Newport typically purchases stocks of larger, well-established companies.


PRIMARY INVESTMENT RISKS

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

Market risk is the risk that the price of a security held by the Fund will fall
due to changing economic, political or market conditions, or due to the
financial condition of the company which issued the security.

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

Because the Fund's investments are concentrated in the nine Tiger countries of
Asia, the Fund is particularly susceptible to regional risks. Events in any one
Tiger country may impact the other countries in the Southeast Asian region as a
whole. As a result events in the region will generally have a greater effect on
the Fund than if it were more geographically diversified, which may result in
greater losses and volatility.


                                       6
<PAGE>
THE FUNDS  Newport Tiger Fund, Variable Series


PERFORMANCE HISTORY

The bar chart below shows changes in the Fund's performance from year to year by
illustrating the Fund's total calendar-year returns. The performance table
following the bar chart shows how the Fund's average annual total returns
compare with those of a broad measure of market performance for 1 year and the
life of the Fund. We compare the Fund to the Morgan Stanley Capital
International EAFE Index GDP (Morgan Stanley Index), an unmanaged index that
tracks the performance of foreign stocks and the Lipper Pacific Region -
Annuities peer group average return (Lipper Average). This Lipper Average which
is calculated by Lipper, Inc. is composed of funds with similar investment
objectives as the Fund. Unlike the Fund, indices are not investments, do not
incur fees or expenses and are not professionally managed. It is not possible to
invest directly in an index. The chart and table are intended to illustrate some
of the risks of investing in the Fund by showing the changes in the Fund's
performance. All returns include the reinvestment of dividends and
distributions. As with all mutual funds, past performance does not predict the
Fund's future performance. Performance results include the effect of any expense
reduction arrangements. If these arrangements were not in place, then the
performance results would have been lower. We may cease any reduction
arrangements at any time. The Fund's performance results do not reflect the cost
of insurance and separate account charges which are imposed under your VA
contract or VLI policy.


CALENDAR-YEAR TOTAL RETURNS

[BAR GRAPH]
<TABLE>
<CAPTION>
1996     1997     1998
- ----     ----     ----
<S>      <C>      <C>      
11.73%   -31.14%  -6.43%
</TABLE>


The Fund's year to date total return through March 31, 1999 was +2.55%.

Best Quarter:  4th quarter 1998, +37.93%

Worst Quarter: 2nd quarter 1998, -28.81%



AVERAGE ANNUAL TOTAL RETURN - FOR PERIODS ENDED 12/31/98

<TABLE>
<CAPTION>
                                                                       SINCE
                                                                    INCEPTION ON
                                                        1 YEAR         5/1/95
                                                        ------      ------------
<S>                                                     <C>         <C>
Fund (%)                                                 -6.43          -5.01

Morgan Stanley Index (%)                                 26.71           N/A

Lipper Average (%)                                       -6.46           N/A
</TABLE>


                                       7
<PAGE>
                         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 (SAI) contains names of and
biographical information on the Trustees.


INVESTMENT ADVISOR: LIBERTY ADVISORY SERVICES CORP.

LASC, located at 125 High Street, Boston Massachusetts 02110, is the investment
advisor to the Trust. LASC is an indirect wholly-owned subsidiary of Liberty
Financial Companies, Inc. ("LFC"). LASC has been an investment advisor since
1993. As of March 31, 1999, LASC managed over $727 million in assets. LASC
designates the Trust's Sub-Advisors, evaluates and monitors Sub-Advisors'
performance and investment programs and recommends to the Board of Trustees
whether Sub-Advisors' contracts should be continued or modified and the addition
or deletion of Sub-Advisors. LASC also has the responsibility of administering
the Trust's operations, which it may delegate, at its own expense, to certain
affiliates. LASC has delegated its administrative responsibilities to Colonial
in accordance with this authority.

For the 1998 fiscal year, the Trust paid LASC management fees at the following
annual rates of the average daily net assets of each specified Fund:

      Colonial U.S. Stock Fund, Variable Series                          0.80%
      Newport Tiger Fund, Variable Series                                0.90%


INVESTMENT SUB-ADVISORS AND PORTFOLIO MANAGERS

The Sub-Advisors manage the assets of the Funds under the supervision of LASC
and the Board of Trustees. Each Sub-Advisor determines which securities and
other instruments are purchased and sold for the Fund(s) it sub-advises. Each
Sub-Advisor is an indirect wholly-owned subsidiary of LFC.

COLONIAL

Colonial, an investment advisor since 1931, is the Sub-Advisor of the U.S. Stock
Fund. Colonial's principal business address is One Financial Center, Boston,
Massachusetts 02111. As of March 31, 1999, Colonial managed over $16.7 billion
in assets.

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

      Colonial U.S. Stock Fund, Variable Series                          0.60%

Colonial also provides transfer agency, pricing and record keeping services for
the Funds under separate agreements.

Mark Stoeckle has managed the U.S. Stock Fund since December, 1996. Mr. Stoeckle
is a Senior Vice President of Colonial. 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.


                                       8
<PAGE>
TRUST MANAGEMENT ORGANIZATIONS

NEWPORT

Newport, an investment advisor since 1987, is the Sub-Advisor of the Tiger Fund.
Newport's principal address is 580 California Street, Suite 1960, San Francisco,
California 94104. As of March 31, 1999, Newport managed over $843.1 million in
assets.

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.

Thomas R. Tuttle and Lynda Couch, Senior Vice President and Vice President,
respectively, of Newport, co-manage the Fund. Mr. Tuttle has co-managed other
Newport Funds since November, 1995. Mr. Tuttle has been an officer of Newport
since 1984. Ms. Couch has managed other Newport Funds since April, 1995. Ms.
Couch has been an officer of Newport since 1994.

The mutual funds and institutional investment advisory business of both Stein
Roe and Colonial are managed together by a combined management team of employees
from both companies. Colonial also shares personnel, facilities and systems with
Stein Roe that may be used in providing administrative services to the Fund.


AFFILIATED BROKER/DEALER

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


                                       9
<PAGE>
                      OTHER INVESTMENT STRATEGIES AND RISKS


Each Fund's primary investments and its risks are described above in its
individual description. This section describes other investments a Fund may make
and the risks associated with them. In seeking to achieve its goal, each Fund
may invest in various types of securities and engage in various investment
techniques which are not the principle focus of the Fund and therefore are not
described in this prospectus. These types of securities and investment practices
are identified and discussed in the Funds' SAI, which you may obtain free of
charge (see back cover). Approval by the Funds' shareholders is not required to
modify or change any of the Funds' investment goals or investment strategies.


TEMPORARY DEFENSIVE MEASURES

Each Fund's Sub-Advisor may determine that adverse market conditions make it
desirable to temporarily suspend the Fund's normal investment activities. During
such times, as a temporary defensive strategy, the Fund may, but is not required
to, invest in cash or high quality, short-term debt securities, without limit.

Taking a temporary defensive position may prevent a Fund from achieving its
investment objective.


HEDGING STRATEGIES

Each Fund may enter into a number of hedging strategies, including those that
employ futures and options, to gain or reduce exposure to particular securities
or markets. These strategies, which are commonly referred to as derivatives, may
involve the use of financial instruments whose values depend on, or are derived
from the value of an underlying security, an index or a currency. A Fund may use
these strategies for hedging purposes (attempting to offset a potential loss in
one position by establishing an interest in an opposite position) or to adjust
the Fund's duration. Hedging strategies involve the risk that they may
exaggerate a loss, potentially losing more money than the actual cost of the
security, or limit a potential gain. Also, with some hedging strategies there is
the risk that the other party to the transaction may fail to honor its contract
terms, causing a loss to a Fund.


YEAR 2000 COMPLIANCE

Like other investment companies, financial and business organizations and
individuals around the world, the Funds could be adversely affected if the
computer systems used by LASC, the Sub-Advisors and other service providers do
not properly process and calculate date-related information and data from and
after January 1, 2000. This is commonly known as the "Year 2000 Problem." LASC,
the Sub-Advisors, the Funds' distributors and transfer agent (Liberty Companies)
are taking steps that they believe are reasonably designed to address the Year
2000 Problem, including communicating with vendors who furnish services,
software and systems to the Funds, to provide that date-related information and
data can be properly processed after January 1, 2000. Many Fund service
providers and vendors, including the Liberty Companies, are in the process of
making Year 2000 modifications to their software and systems and believe that
such modifications will be completed on a timely basis prior to January 1, 2000.
However, no assurances can be given that all modifications required to ensure
proper data processing and calculation on and after January 1, 2000 will be
timely made or that services to the Fund will not be adversely affected.


                                       10
<PAGE>
                              FINANCIAL HIGHLIGHTS

The financial highlights tables that follow are intended to help you understand
the Funds' financial performance. Information is shown for the Funds' last five
fiscal years, (or shorter period if a Fund commenced operations less than five
years ago) which run from January 1 to December 31. Certain information reflects
financial results for a single fund share. This information has been audited by
PricewaterhouseCoopers LLP, independent accountants, whose report, along with
the Funds' financial statements, is included in the Trust's annual report. 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. You can request a free annual report by writing
Keyport Financial Services Corp. (see back cover for address) or by calling or
writing the Participating Insurance Company which issued your VA contract or VLI
policy.

COLONIAL U.S. STOCK FUND, VARIABLE SERIES

<TABLE>
<CAPTION>
                                                                                                            Period Ended
                                                                  Years Ended December 31,                  December 31,
                                                      1998         1997          1996          1995            1994***
<S>                                                 <C>           <C>           <C>           <C>           <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of year ($)                16.29        14.22         12.36         10.27            10.00

Net investment income (a)                              0.16         0.20          0.19          0.21             0.09

Net realized and unrealized gains on investments       3.12         4.37          2.52          2.84             0.35

Total from investment operations                       3.28         4.57          2.71          3.05             0.44

Less distributions:

   Dividends from net investment income               (0.12)       (0.18)        (0.17)        (0.16)           (0.11)

   In excess of net investment income                   --         (0.01)          --            --               --

   Dividends from net realized gains                  (0.64)       (2.30)        (0.68)        (0.80)           (0.06)

   In excess of net realized gains                    (0.02)       (0.01)          --            --               --

Total distributions                                   (0.78)       (2.50)        (0.85)        (0.96)           (0.17)

Net asset value, end of year ($)                      18.79        16.29         14.22         12.36            10.27

TOTAL RETURN:
   Total investment return (%) (b)                    20.15        32.23         21.84         29.70(c)          4.40(c)**

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000) ($)                 146,239       96,715        60,855        43,017           15,373

Ratio of net expenses to average net assets (%)        0.90(e)      0.94(e)       0.95(e)       1.00(d)(e)       1.00(d)*

Ratio of net investment income to
   average net assets (%)                              0.88(e)      1.19(e)       1.39(e)       1.72(c)(e)       2.16(c)*

Portfolio turnover ratio (%)                             64           63            77           115               52**
</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 Manager's expense limitation undertaking.

(d)      If the Fund had paid all of its expenses and there had been no
         reimbursement from the Manager, 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.


                                       11
<PAGE>
FINANCIAL HIGHLIGHTS


NEWPORT TIGER FUND, VARIABLE SERIES

<TABLE>
<CAPTION>
                                                                          Years Ended December 31,           Period Ended
                                                                                                             December 31,
                                                                    1998           1997           1996          1995***
<S>                                                                <C>            <C>            <C>            <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of year ($)                               1.71           2.52           2.28           2.00

Net investment income (a)                                            0.03           0.03           0.03           0.01

Net realized and unrealized gains (losses) on investments
   and foreign currency transactions                                (0.14)         (0.81)          0.24           0.29

Total from investment operations                                    (0.11)         (0.78)          0.27           0.30

Less distributions:
   Distributions from net investment income                         (0.03)         (0.02)         (0.02)         (0.01)

   In excess of net investment income                                --            (0.01)           --           (0.01)

   Dividends from net realized gains                                 --             --            (0.01)           --

   In excess of net realized gains                                   --            (0.00)           --             --

Total distributions                                                 (0.03)         (0.03)         (0.03)         (0.02)

Net asset value, end of year ($)                                     1.57           1.71           2.52           2.28

TOTAL RETURN:
   Total investment return (%)(b)                                   (6.43)        (31.14)         11.73          15.00**

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000) ($)                                23,655         24,934         34,642         18,977

Ratio of net expenses to average net assets (%)(c)                   1.30           1.25           1.27           1.75*

Ratio of net investment income to average net assets (%)(c)          2.16           1.14           1.20           0.89*

Portfolio turnover ratio (%)                                        16             27              7             12**
</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.


                                       12
<PAGE>
                             SHAREHOLDER INFORMATION


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


HOW A FUND'S SHARE PRICE IS DETERMINED Each share price is its NAV next
determined. NAV is the difference between the value of a fund's assets and
liabilities divided by the number of shares outstanding. The NAV is determined
at the close of the New York Stock Exchange ("NYSE"), usually 4:00 p.m. Eastern
time, on each business day that the NYSE is open (typically Monday through
Friday).

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

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

We value a security at fair value when events have occurred after the last
available market price and before the close of the NYSE that materially affect
the security's price. In the case of foreign securities, this could include
events occurring after the close of the foreign market and before the close of
the NYSE.

A Fund's foreign securities may trade on days when the NYSE is closed for
trading and Participating Insurance Companies may not purchase or redeem shares.


DIVIDENDS AND DISTRIBUTIONS Each Fund intends to declare and distribute, as
dividends or capital gain 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
investment advisory and administrative fees). Income dividends will be declared
and distributed annually. All net short-term and long-term capital gains of each
Fund realized during the fiscal year are declared and distributed periodically,
no less frequently than annually. All dividends and distributions are reinvested
in additional shares of the Fund at NAV, as of the record date for the
distributions.


TAX CONSEQUENCES Each Fund is treated as a separate entity for federal income
tax purposes and has elected or intends to elect to be treated, and intends to
qualify each year as a "regulated investment company" under Subchapter M of the
Internal Revenue Code (the "Code"). Each Fund must satisfy certain requirements
relating to the sources of its income, diversification of its assets and
distribution of its income to shareholders to qualify as a regulated investment
company. As a regulated investment company, a Fund will not be subject to
federal income tax on any net investment income and net realized capital gains
that are distributed to its shareholders as required under the Code.

In addition, each Fund follows certain portfolio diversification requirements
imposed by the Code on separate accounts of insurance companies relating to the
tax-deferred status of VA contracts and VLI policies. More specific information
on these diversification requirements is contained in the prospectus that
describes a particular VA contract or VLI policy.


                                       13
<PAGE>
FOR MORE INFORMATION

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

You may wish to read the SAI for more information on the Funds and the
securities in which they invest. The SAI is incorporated into this prospectus by
reference, which means that it is considered to be part of this prospectus.

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

Keyport Financial Services Corp.
125 High Street
Boston, MA 02111
1-800-437-4466

or by calling or writing the Participating Insurance Company which issued your
VA contract or VLI policy.

Text-only versions of all Fund documents can be viewed online or downloaded from
the SEC at www.sec.gov.

You can review and copy information about the Funds by visiting the following
location, and you can obtain copies upon payment of a duplicating fee, by
writing the:

Public Reference Room
Securities and Exchange Commission
Washington, DC 20549-6009

Information on the operation of the Public Reference Room may be obtained by
calling 1-800-SEC-0330.

INVESTMENT COMPANY ACT FILE NUMBER:
Liberty Variable Investment Trust :  811-07556

Colonial U.S. Stock Fund, Variable Series
Newport Tiger Fund, Variable Series
<PAGE>
                        LIBERTY VARIABLE INVESTMENT TRUST


PROSPECTUS DATED MAY 1, 1999


Stein Roe Global Utilities Fund, Variable Series
Colonial Small Cap Value Fund, Variable Series
Colonial U.S. Stock Fund, Variable Series
Colonial Strategic Income Fund, Variable Series
Colonial High Yield Securities Fund, Variable Series
Liberty All-Star Equity Fund, Variable Series
Newport Tiger Fund, Variable Series




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

                                     * * * *

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

                                     * * * *

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

          NOT FDIC                   MAY LOSE VALUE
          INSURED                   NO BANK GUARANTEE
<PAGE>
                                TABLE OF CONTENTS

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


THE FUNDS .............................................................        4

Each of these sections discusses the following
topics: Investment Goals, Primary Investment Strategies,
Primary Investment Risks and Performance History
Stein Roe Global Utilities Fund, Variable Series ......................        4
Colonial Small Cap Value Fund, Variable Series ........................        6
Colonial U.S. Stock Fund, Variable Series .............................        7
Colonial Strategic Income Fund, Variable Series .......................        9
Colonial High Yield Securities Fund, Variable Series ..................       12
Liberty All-Star Equity Fund, Variable Series .........................       14
Newport Tiger Fund, Variable Series ...................................       17


TRUST MANAGEMENT ORGANIZATIONS ........................................       19

Trustees ..............................................................       19
Investment Advisor ....................................................       19
Investment Sub-Advisors and Portfolio Managers ........................       19


OTHER INVESTMENT STRATEGIES AND RISKS .................................       22

Temporary Defensive Measures ..........................................       22
U.S. Government Securities ............................................       22
Structure Risk ........................................................       22
Zero Coupon Bonds .....................................................       22
Hedging Strategies ....................................................       23
Year 2000 Compliance ..................................................       23


FINANCIAL HIGHLIGHTS ..................................................       24


SHAREHOLDER INFORMATION ...............................................       31

Purchases and Redemptions .............................................       31
How a Fund's Share Price is Determined ................................       31
Dividends and Distributions ...........................................       31
Tax Consequences ......................................................       31
</TABLE>


                                       2
<PAGE>
                                    THE TRUST

Liberty Variable Investment Trust ("Trust") includes nine separate mutual funds
("Funds"), each with its own investment goal and strategies. This Prospectus
contains information about seven of the Funds in the Trust. Liberty Advisory
Services Corp. ("LASC") is the investment advisor to each Fund. LASC has
appointed a Sub-Advisor for each Fund, all of which are affiliates of LASC. Each
Fund is sub-advised by the following Sub-Advisor:

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
                                      FUND                                                             SUB-ADVISOR
                                      ----                                                             -----------

- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                <C>
Colonial U.S. Stock Fund, Variable Series (U.S. Stock Fund)                        Colonial Management Associates, Inc. (Colonial)
Colonial Small Cap Value Fund, Variable Series (Small Cap Fund)
Colonial Strategic Income Fund, Variable Series (Strategic Income Fund)
Colonial High Yield Securities Fund, Variable Series (High Yield Fund)

- -----------------------------------------------------------------------------------------------------------------------------------
Stein Roe Global Utilities Fund, Variable Series (Global Utilities Fund)           Stein Roe & Farnham Incorporated (Stein Roe)

- -----------------------------------------------------------------------------------------------------------------------------------
Newport Tiger Fund, Variable Series (Tiger Fund)                                   Newport Fund Management, Inc. (Newport)

- -----------------------------------------------------------------------------------------------------------------------------------
Liberty All-Star Equity Fund, Variable Series (All-Star Equity Fund)               Liberty Asset Management Company (LAMCO)

- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


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

The Trust's Funds are investment options under variable annuity contracts ("VA
contracts") and variable life insurance policies ("VLI policies") issued by life
insurance companies ("Participating Insurance Companies"). Some (but not all)
Participating Insurance Companies are affiliated with the investment advisor to
the Funds. Participating Insurance Companies invest in the Funds through
separate accounts that they set up for that purpose. Owners of VA contracts and
of VLI policies invest in sub-accounts of those separate accounts through
instructions they give to their insurance company. The principal underwriters of
the Fund are Keyport Financial Services Corp. ("KFSC") and Liberty Funds
Distributor, Inc. ("LFD"). KFSC serves as principal underwriter of the shares of
the portfolios of the Trust with respect to the sale of shares to Participating
Insurance Companies that are affiliated with LASC and LFD serves as principal
underwriter with respect to the sale of shares to Participating Insurance
Companies that are not affiliated with LASC. KFSC and LFD are affiliates of
LASC.

The prospectuses of the Participating Insurance Companies' separate accounts
describe which Funds are available to the purchasers of their VA contracts and
VLI policies. The Trust assumes no responsibility for those prospectuses.


                                       3
<PAGE>
                                    THE FUNDS


                STEIN ROE GLOBAL UTILITIES FUND, VARIABLE SERIES


INVESTMENT GOALS

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


PRIMARY INVESTMENT STRATEGIES

Under normal market conditions, the Fund invests primarily in U.S. and foreign
securities of utility companies. Stein Roe diversifies the Fund's investments
among a number of developed countries and market sectors and will have exposure
to at least three countries, including the U.S. In selecting investments for the
Fund, Stein Roe looks primarily for stocks of larger utility companies with
established records.

Utility companies in which the Fund may invest include 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. They also include companies engaged in telecommunications, including
telephone, telegraph, satellite, microwave and other communications media (but
excluding companies primarily engaged in public broadcasting, print media, cable
television or the internet).


PRIMARY INVESTMENT RISKS

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

Utility company securities are subject to special risks. These securities are
especially affected by changes in prevailing interest rates (as interest rates
increase, the value of securities of utility companies tend to decrease, and
vice versa), as well as by general competitive and market forces in the
industry. In addition, utility companies are affected by changes in government
regulation. In particular, the profitability of utilities may in the future be
adversely affected by increased competition resulting from deregulation.

Market risk is the risk that the price of a security held by the Fund will fall
due to changing economic, political or market conditions, or due to the
financial condition of the company which issued the security.

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


                                       4
<PAGE>
THE FUNDS  Stein Roe Global Utilities Fund, Variable Series


PERFORMANCE HISTORY

The bar chart below shows changes in the Fund's performance from year to year by
illustrating the Fund's total calendar-year returns. The performance table
following the bar chart shows how the Fund's average annual total returns
compare with those of a broad measure of market performance for 1 year, 5 years
and the life of the Fund. We compare the Fund to the Standard & Poor's Utilities
Index (S&P Index), Lipper Utilities - Annuities peer group average return
(Lipper Average) and Morgan Stanley Capital International World Index ND (MSCI
World Index). The S&P Index is an unmanaged index that tracks the performance of
domestic utilities stocks. The Lipper Average which is calculated by Lipper,
Inc. is composed of funds with similar investment objectives as the Fund. MSCI
World Index is an unmanaged index that tracks the performance of global stocks.
Unlike the Fund, indices are not investments, do not incur fees or expenses and
are not professionally managed. It is not possible to invest directly in an
index. The chart and table are intended to illustrate some of the risks of
investing in the Fund by showing the changes in the Fund's performance. All
returns include the reinvestment of dividends and distributions. As with all
mutual funds, past performance does not predict the Fund's future performance.
Performance results include the effect of any expense reduction arrangements. If
these arrangements were not in place, then the performance results would have
been lower. We may cease any reduction arrangements at any time. The Fund's
performance results do not reflect the cost of insurance and separate account
charges which are imposed under your VA contract or VLI policy.


CALENDAR-YEAR TOTAL RETURNS


                                  [BAR GRAPH]
<TABLE>
<CAPTION>
1994      1995     1996     1997     1998
- ----      ----     ----     ----     ----
<S>      <C>      <C>      <C>      <C>
- -10.27%  35.15%   6.53%   28.75%    16.33%
</TABLE>


The Fund's year to date total return through March 31, 1999 was  -0.58%.

Best Quarter:  4th quarter 1997, +15.29%

Worst Quarter: 1st quarter 1994, -8.91%



AVERAGE ANNUAL TOTAL RETURN - FOR PERIODS ENDED 12/31/98

<TABLE>
<CAPTION>
                                              1 YEAR         5 YEARS        SINCE
                                                                          INCEPTION
                                                                          ON 7/1/93
- --------------------------------------------------------------------------------------
<S>                                          <C>             <C>          <C>
Fund (%)                                       18.33          14.50         12.73
- --------------------------------------------------------------------------------------
MSCI World Index (%)                           24.34          15.68          N/A
- --------------------------------------------------------------------------------------
S&P Index (%)                                  14.77          13.90          N/A
- --------------------------------------------------------------------------------------
Lipper Average (%)                             18.61          14.76          N/A
- --------------------------------------------------------------------------------------
</TABLE>


                                       5
<PAGE>
                 COLONIAL SMALL CAP VALUE FUND, VARIABLE SERIES


INVESTMENT GOAL

The Fund seeks long-term growth.


PRIMARY INVESTMENT STRATEGIES

Under normal market conditions, the Fund invests primarily in small
capitalization stocks. These are stocks with market capitalizations of less than
the market capitalization of the stock in the Russell 2000 Index that has the
largest capitalization at the time of purchase. The remainder of the Fund's
assets may be invested in other stocks, or in bonds that are rated or considered
by the advisor to be investment grade. In managing the Fund, Colonial uses a
value investing strategy that focuses on buying stocks cheaply when they are
under valued or "out of favor." Colonial buys stocks that have attractive
current prices, consistent operating performance and/or favorable future growth
prospects. Colonial's strategy uses fact-based quantitative analysis supported
by fundamental business and financial analysis.


PRIMARY INVESTMENT RISKS

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

Smaller companies are more likely than larger companies to have limited product
lines, markets or financial resources, and to depend on a small, inexperienced
management team. They are more likely to fail or prove unable to grow. Stocks of
smaller companies may trade less frequently and in limited volume and their
prices may fluctuate more than stocks of other companies. In addition, they may
not be widely followed by the investment community, which can lower the demand
for their stock. Stocks of smaller companies may, therefore, be more vulnerable
to adverse developments than those of larger companies.

Market risk is the risk that the price of a security held by the Fund will fall
due to changing economic, political or market conditions, or due to the
financial condition of the company which issued the security.


PERFORMANCE HISTORY

We compare the Fund to the Russell 2000 Index, an unmanaged index that tracks
the performance of small capitalization stocks and the Lipper Small Cap -
Annuities peer group average return (Lipper Average). This Lipper Average which
is calculated by Lipper, Inc. is composed of funds with similar investment
objectives as the Fund. Unlike the Fund, indices are not investments, do not
incur fees or expenses and are not professionally managed. It is not possible to
invest directly in an index. The Fund commenced investment operations on May 19,
1998, and therefore does not have a full calendar year of investment
performance.


                                       6
<PAGE>
                    COLONIAL U.S. STOCK FUND, VARIABLE SERIES


INVESTMENT GOAL

The Fund seeks long-term capital growth.


PRIMARY INVESTMENT STRATEGIES

Under normal market conditions, the Fund invests primarily in large
capitalization stocks. These are stocks with market capitalizations of greater
than $3 billion at the time of purchase.

In managing the Fund, Colonial uses a value investing strategy that focuses on
buying stocks cheaply when they are under valued or "out of favor." Colonial
buys stocks that have attractive current prices, consistent operating
performance and/or favorable future growth prospects. Colonial's strategy uses
quantitative analysis supported by fundamental business and financial analyses.


PRIMARY INVESTMENT RISKS

The primary risk of investing in the Fund is described below. There are many
circumstances (including additional risks that are not described here) which
could cause you to lose money by investing in the Fund or prevent the Fund from
achieving its goal.

Market risk is the risk that the price of a security held by the Fund will fall
due to changing economic, political or market conditions, or due to the
financial condition of the company which issued the security.


                                       7
<PAGE>
THE FUNDS  Colonial U.S. Stock Fund, Variable Series


PERFORMANCE HISTORY

The bar chart below shows changes in the Fund's performance from year to year by
illustrating the Fund's total calendar-year returns. The performance table
following the bar chart shows how the Fund's average annual total returns
compare with those of a broad measure of market performance for 1 year and the
life of the Fund. We compare the Fund to the Standard & Poor's 500 Index (S&P
Index), an unmanaged index that tracks the performance of a selection of widely
held common stocks and the Lipper Growth & Income - Annuities peer group average
return (Lipper Average). This Lipper Average which is calculated by Lipper, Inc.
is composed of funds with similar investment objectives as the Fund. Unlike the
Fund, indices are not investments, do not incur fees or expenses and are not
professionally managed. It is not possible to invest directly in an index. The
chart and table are intended to illustrate some of the risks of investing in the
Fund by showing the changes in the Fund's performance. All returns include the
reinvestment of dividends and distributions. As with all mutual funds, past
performance does not predict the Fund's future performance. Performance results
include the effect of any expense reduction arrangements. If these arrangements
were not in place, then the performance results would have been lower. We may
cease any reduction arrangements at any time. The Fund's performance results do
not reflect the cost of insurance and separate account charges which are imposed
under your VA contract or VLI policy.


CALENDAR-YEAR TOTAL RETURNS


                                  [BAR GRAPH]
<TABLE>
<CAPTION>
 1995     1996     1997     1998
 ----     ----     ----     ----
<S>      <C>      <C>      <C>
28.70%   21.84%   32.23%   20.15%
</TABLE>


The Fund's year to date total return through March 31, 1999 was +1.70%.

Best Quarter:  4th quarter 1998, +21.79%

Worst Quarter: 3rd quarter 1998, -14.16%



AVERAGE ANNUAL TOTAL RETURN - FOR PERIODS ENDED 12/31/98

<TABLE>
<CAPTION>
                                              1 YEAR          SINCE
                                                           INCEPTION ON
                                                              7/5/94
- ------------------------------------------------------------------------
<S>                                           <C>          <C>
Fund (%)                                       20.15          23.90
- ------------------------------------------------------------------------
S&P Index (%)                                  28.60           N/A
- ------------------------------------------------------------------------
Lipper Average (%)                             16.37           N/A
- ------------------------------------------------------------------------
</TABLE>


                                       8
<PAGE>
                 COLONIAL STRATEGIC INCOME FUND, VARIABLE SERIES


INVESTMENT GOALS

The Fund seeks as high a level of current income as is consistent with prudent
risk and maximizing total return.


PRIMARY INVESTMENT STRATEGIES

The Fund seeks to achieve its investment goal by investing in:

- -     debt securities issued by the U.S. government;

- -     debt securities issued by foreign governments; and

- -     lower rated corporate debt securities.

Colonial allocates the Fund's investments among these types of securities at any
given time based on its estimate of the expected performance and risk of each
type of investment.

The Fund pursues its investment goal by investing a portion of its assets in
lower rated corporate debt securities. These securities have the following
ratings:

- -     BBB through C by Standard & Poor's Corporation;

- -     Baa through D by Moody's Investor Services, Inc.;

- -     a comparable rating by another nationally recognized rating service; or

- -     the security is unrated and Colonial believes it to be comparable in
      quality to securities having such ratings as noted above.

The Fund may invest in securities issued or guaranteed by foreign governments or
foreign companies, including securities issued in emerging market countries.


PRIMARY INVESTMENT RISKS

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

Market risk is the risk that the price of a security held by the Fund will fall
due to changing economic, political or market conditions, or due to the
financial condition of the company which issued the security.

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

Interest rate risk is the risk of a decline or increase in the price of a bond
when interest rates increase or decline. In general, if interest rates rise,
bond prices fall, and if interest rates fall, bond prices rise. Changes in the
values of bonds usually will not affect the amount of income the Fund receives
from them but will affect the value of the Fund's shares. Interest rate risk is
generally greater for bonds with longer maturities.


                                       9
<PAGE>
THE FUNDS  Colonial Strategic Income Fund, Variable Series


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

Emerging markets are also subject to special risks. The risks of foreign
investments are typically increased in less developed and developing countries.
For example, political and economic structures in these countries may be new and
developing rapidly, which may cause instability. These countries are also more
likely to experience high levels of inflation, deflation or currency
devaluations, which could hurt their economies and securities markets.

Lower rated debt securities are commonly referred to as "junk bonds" and are
considered speculative. Lower quality debt securities involve greater risk of
loss and are less liquid, especially during periods of economic uncertainty or
change, than higher quality debt securities.


                                       10
<PAGE>
THE FUNDS  Colonial Strategic Income Fund, Variable Series


PERFORMANCE HISTORY

The bar chart below shows changes in the Fund's performance from year to year by
illustrating the Fund's total calendar-year returns. The performance table
following the bar chart shows how the Fund's average annual total returns
compare with those of a broad measure of market performance for 1 year and the
life of the Fund. We compare the Fund to the Lehman Brothers
Government/Corporate Bond Index (Lehman Index), an unmanaged index that tracks
the performance of a selection of U.S. government agency, treasury and
investment grade corporate bonds and the Lipper Corporate Bonds - Annuities peer
group average return (Lipper Average). This Lipper Average which is calculated
by Lipper, Inc. is composed of funds with similar investment objectives as the
Fund. Unlike the Fund, indices are not investments, do not incur fees or
expenses and are not professionally managed. It is not possible to invest
directly in an index. The chart and table are intended to illustrate some of the
risks of investing in the Fund by showing the changes in the Fund's performance.
All returns include the reinvestment of dividends and distributions. As with all
mutual funds, past performance does not predict the Fund's future performance.
Performance results include the effect of any expense reduction arrangements. If
these arrangements were not in place, then the performance results would have
been lower. We may cease any reduction arrangements at any time. The Fund's
performance results do not reflect the cost of insurance and separate account
charges which are imposed under your VA contract or VLI policy.


CALENDAR-YEAR TOTAL RETURNS


                                  [BAR GRAPH]
<TABLE>
<CAPTION>
 1995     1996     1997     1998
 ----     ----     ----     ----
<S>      <C>      <C>      <C>
18.30%   9.83%    9.11%    6.03%
</TABLE>



The Fund's year to date total return through March 31, 1999 was +0.99%.

Best Quarter:  1st quarter 1995, +5.62%

Worst Quarter: 1st quarter 1997, -1.00%



AVERAGE ANNUAL TOTAL RETURN - FOR PERIODS ENDED 12/31/98

<TABLE>
<CAPTION>
                                              1 YEAR          SINCE
                                                           INCEPTION ON
                                                             7/5/94
- ------------------------------------------------------------------------
<S>                                          <C>           <C>
Fund (%)                                       6.03           9.75
- ------------------------------------------------------------------------
Lehman Index (%)                               9.47            N/A
- ------------------------------------------------------------------------
Lipper Average (%)                             4.82            N/A
- ------------------------------------------------------------------------
</TABLE>


                                       11
<PAGE>
              COLONIAL HIGH YIELD SECURITIES FUND, VARIABLE SERIES


INVESTMENT GOALS

The Fund seeks current income and total return.


PRIMARY INVESTMENT STRATEGIES

The Fund pursues its investment goal by investing primarily in lower rated
corporate debt securities. These securities have the following ratings:

- -     BBB through C by Standard & Poor's Corporation;

- -     Baa through D by Moody's Investor Services, Inc.;

- -     a comparable rating by another nationally recognized rating service; or

- -     the security is unrated and Colonial believes it to be comparable in
      quality to securities having such ratings as noted above.

Although the Fund will invest primarily in debt securities, the Fund may invest
in equity securities to seek capital appreciation. Equity securities include
common stocks, preferred stocks, warrants and debt securities convertible into
common stocks. Additionally, the Fund may invest in securities issued or
guaranteed by foreign governments or foreign companies, including securities
issued in emerging market countries.


PRIMARY INVESTMENT RISKS

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

Market risk is the risk that the price of a security held by the Fund will fall
due to changing economic, political or market conditions, or due to the
financial condition of the company which issued the security.

Lower rated debt securities are commonly referred to as "junk bonds" and are
considered speculative. Lower quality debt securities involve greater risk of
loss and are less liquid, especially during periods of economic uncertainty or
change, than higher quality debt securities.

Interest rate risk is the risk of a decline or increase in the price of a bond
when interest rates increase or decline. In general, if interest rates rise,
bond prices fall, and if interest rates fall, bond prices rise. Changes in the
values of bonds usually will not affect the amount of income the Fund receives
from them but will affect the value of the Fund's shares. Interest rate risk is
generally greater for bonds with longer maturities.

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


                                       12
<PAGE>
THE FUNDS  Colonial High Yield Securities Fund, Variable Series


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

Emerging markets are also subject to special risks. The risks of foreign
investments are typically increased in less developed and developing countries.
For example, political and economic structures in these countries may be new and
developing rapidly, which may cause instability. These countries are also more
likely to experience high levels of inflation, deflation or currency
devaluations, which could hurt their economies and securities markets.


PERFORMANCE HISTORY

We compare the Fund to the CS First Boston High Yield Index, an unmanaged index
that tracks the performance of high yield bond funds and the Lipper High Yield -
Annuities peer group average return (Lipper Average). This Lipper Average which
is calculated by Lipper, Inc. is composed of funds with similar investment
objectives as the Fund. Unlike the Fund, indices are not investments, do not
incur fees or expenses and are not professionally managed. It is not possible to
invest directly in an index. The Fund commenced investment operations on May 19,
1998, and therefore does not have a full calendar year of investment
performance.


                                       13
<PAGE>
                  LIBERTY ALL-STAR EQUITY FUND, VARIABLE SERIES


INVESTMENT GOALS

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.


PRIMARY INVESTMENT STRATEGIES

Under normal market conditions, the Fund invests primarily in equity and equity
related securities, which include common stocks, bonds convertible into stocks,
warrants and other rights to purchase stocks.

The Fund's sub-advisor, LAMCO, utilizes a 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). There are
five Portfolio Managers as of the date of this prospectus each of which employs
a different investment style. LAMCO attempts to rebalance 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 for the following reasons:

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

      -     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;

      -     Consequently, by allocating the Fund's portfolio on an approximately
            equal basis among Portfolio Managers employing different styles, the
            impact of any one 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

      -     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.

The Fund's current Portfolio Managers and investment styles are:

      -     J. P. Morgan Investment Management Inc. uses a value approach by
            investing in companies that are diversified across all sectors and
            that are undervalued relative to the firm's projected growth rates.

      -     Oppenheimer Capital uses a value approach by investing in companies
            that exhibit the ability to generate excess cash flow while earning
            high returns on invested capital.

      -     Boston Partners Asset Management, L.P. uses a value approach by
            investing in companies with low price-to-earnings and price-to-book
            ratios where a catalyst for positive change has been identified.

      -     Westwood Management Corporation uses a growth approach by investing
            in growth companies selling at reasonable valuations based on the
            firm's earnings projections which are not yet reflected in consensus
            estimates.

      -     Wilke/Thompson Capital Management, Inc. uses a growth approach by
            investing in companies that demonstrate the ability to sustain
            strong secular growth across a broad range of market
            capitalizations.

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.


                                       14
<PAGE>
THE FUNDS  Liberty All-Star Equity Fund, Variable Series


LAMCO also may recommend Portfolio Manager changes to change the mix of
investment styles employed by the Fund's Portfolio Managers. The Board of
Trustees must approve all Portfolio Manager changes. LAMCO is also the manager
of Liberty All-Star Equity Fund, a multi-managed, closed-end fund. This 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.

The Fund will 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.


PRIMARY INVESTMENT RISKS

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

Market risk is the risk that the price of a security held by the Fund will fall
due to changing economic, political or market conditions, or due to the
financial condition of the company which issued the security.


                                       15
<PAGE>
THE FUNDS  Liberty All-Star Equity Fund, Variable Series


PERFORMANCE HISTORY

The bar chart below shows the Fund's performance by illustrating the Fund's
total calendar-year return. The performance table following the bar chart shows
how the Fund's average annual total returns compare with those of a broad
measure of market performance for one year and the life of the Fund. We compare
the Fund to the Standard & Poor's 500 Index (S&P Index), an unmanaged index that
tracks the performance of a selection of widely held common stocks and the
Lipper Growth & Income - Annuities peer group average return (Lipper Average).
This Lipper Average which is calculated by Lipper, Inc. is composed of funds
with similar investment objectives as the Fund. Unlike the Fund, indices are not
investments, do not incur fees or expenses and are not professionally managed.
It is not possible to invest directly in an index. The chart and table are
intended to illustrate some of the risks of investing in the Fund by showing the
changes in the Fund's performance. All returns include the reinvestment of
dividends and distributions. As with all mutual funds, past performance does not
predict the Fund's future performance. Performance results include the effect of
any expense reduction arrangements. If these arrangements were not in place,
then the performance results would have been lower. We may cease any reduction
arrangements at any time. The Fund's performance results do not reflect the cost
of insurance and separate account charges which are imposed under your VA
contract or VLI policy.


CALENDAR-YEAR TOTAL RETURNS


                                  [BAR GRAPH]

<TABLE>
<S>            <C>
1998...............  18.67%
</TABLE>

The Fund's year to date total return through March 31, 1999 was 0.00%.

Best Quarter:  4th quarter 1998, +18.67%

Worst Quarter: 3rd quarter 1998, -12.05%



AVERAGE ANNUAL TOTAL RETURN - FOR PERIODS ENDED 12/31/98

<TABLE>
<CAPTION>
                                              1 YEAR          SINCE
                                                           INCEPTION ON
                                                             11/17/97
- ------------------------------------------------------------------------
<S>                                          <C>           <C>
Fund (%)                                       18.67          17.29
- ------------------------------------------------------------------------
S&P Index (%)                                  28.60           N/A
- ------------------------------------------------------------------------
Lipper Average (%)                             16.37           N/A
- ------------------------------------------------------------------------
</TABLE>


                                       16
<PAGE>
                       NEWPORT TIGER FUND, VARIABLE SERIES


INVESTMENT GOAL

The Fund seeks long-term capital appreciation.


PRIMARY INVESTMENT STRATEGIES

Under normal market conditions, the Fund invests primarily in stocks of
companies located in the nine Tiger countries of Asia. The Tigers of Asia are
Hong Kong, Singapore, South Korea, Taiwan, Malaysia, Thailand, Indonesia, The
People's Republic of China and the Philippines. In selecting investments for the
Fund, Newport typically purchases stocks of larger, well-established companies.


PRIMARY INVESTMENT RISKS

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

Market risk is the risk that the price of a security held by the Fund will fall
due to changing economic, political or market conditions, or due to the
financial condition of the company which issued the security.

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

Because the Fund's investments are concentrated in the nine Tiger countries of
Asia, the Fund is particularly susceptible to regional risks. Events in any one
Tiger country may impact the other countries in the Southeast Asian region as a
whole. As a result events in the region will generally have a greater effect on
the Fund than if it were more geographically diversified, which may result in
greater losses and volatility.


                                       17
<PAGE>
THE FUNDS  Newport Tiger Fund, Variable Series


PERFORMANCE HISTORY

The bar chart below shows changes in the Fund's performance from year to year by
illustrating the Fund's total calendar-year returns. The performance table
following the bar chart shows how the Fund's average annual total returns
compare with those of a broad measure of market performance for 1 year and the
life of the Fund. We compare the Fund to the Morgan Stanley Capital
International EAFE Index GDP (Morgan Stanley Index), an unmanaged index that
tracks the performance of foreign stocks and the Lipper Pacific Region -
Annuities peer group average return (Lipper Average). This Lipper Average which
is calculated by Lipper, Inc. is composed of funds with similar investment
objectives as the Fund. Unlike the Fund, indices are not investments, do not
incur fees or expenses and are not professionally managed. It is not possible to
invest directly in an index. The chart and table are intended to illustrate some
of the risks of investing in the Fund by showing the changes in the Fund's
performance. All returns include the reinvestment of dividends and
distributions. As with all mutual funds, past performance does not predict the
Fund's future performance. Performance results include the effect of any expense
reduction arrangements. If these arrangements were not in place, then the
performance results would have been lower. We may cease any reduction
arrangements at any time. The Fund's performance results do not reflect the cost
of insurance and separate account charges which are imposed under your VA
contract or VLI policy.


CALENDAR-YEAR TOTAL RETURNS


                                  [BAR CHART]
<TABLE>
<CAPTION>
1996     1997     1998
- ----     ----     ----
<S>      <C>      <C>
11.73%   -31.14%  -6.43%
</TABLE>



The Fund's year to date total return through March 31, 1999 was +2.55%.

Best Quarter:  4th quarter 1998, +37.93%

Worst Quarter: 2nd quarter 1998, -28.81%



AVERAGE ANNUAL TOTAL RETURN - FOR PERIODS ENDED 12/31/98

<TABLE>
<CAPTION>
                                              1 YEAR          SINCE
                                                           INCEPTION ON
                                                             5/1/95
- ------------------------------------------------------------------------
<S>                                           <C>          <C>
Fund (%)                                       -6.43          -5.01
- ------------------------------------------------------------------------
Morgan Stanley Index (%)                       26.71           N/A
- ------------------------------------------------------------------------
Lipper Average (%)                             -6.46           N/A
- ------------------------------------------------------------------------
</TABLE>


                                       18
<PAGE>
                         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 (SAI) contains names of and
biographical information on the Trustees.


INVESTMENT ADVISOR: LIBERTY ADVISORY SERVICES CORP.

LASC, located at 125 High Street, Boston Massachusetts 02110, is the investment
advisor to the Trust. LASC is an indirect wholly-owned subsidiary of Liberty
Financial Companies, Inc. ("LFC"). LASC has been an investment advisor since
1993. As of March 31, 1999, LASC managed over $727 million in assets. LASC
designates the Trust's Sub-Advisors, evaluates and monitors Sub-Advisors'
performance and investment programs and recommends to the Board of Trustees
whether Sub-Advisors' contracts should be continued or modified and the addition
or deletion of Sub-Advisors. LASC also has the responsibility of administering
the Trust's operations, which it may delegate, at its own expense, to certain
affiliates. LASC has delegated its administrative responsibilities to Colonial
in accordance with this authority.

For the 1998 fiscal year, the Trust paid LASC management fees at the following
annual rates of the average daily net assets of each specified Fund:

<TABLE>
<S>                                                                 <C>
      Stein Roe Global Utilities Fund, Variable Series              0.65%
      Colonial Small Cap Value Fund, Variable Series                0.80% (1)
      Colonial U.S. Stock Fund, Variable Series                     0.80%
      Colonial Strategic Income Fund, Variable Series               0.65%
      Colonial High Yield Securities Fund, Variable Series          0.60% (2)
      Liberty All-Star Equity Fund, Variable Series                 0.80% (3)
      Newport Tiger Fund, Variable Series                           0.90%
</TABLE>

(1)   The Small Cap Fund's advisor has voluntarily agreed to waive its
      management fee so that total expenses of the Fund do not exceed 1.00%. As
      a result the actual management fee paid to the advisor for the 1998 fiscal
      year was 0.00%

(2)   The High Yield Fund's advisor has voluntarily agreed to waive its
      management fee so that total expenses of the Fund do not exceed 0.80%. As
      a result the actual management fee paid to the advisor for the 1998 fiscal
      year was 0.00%

(3)   The All-Star Equity Fund's advisor has voluntarily agreed to waive a
      portion of its management fee. As a result the actual management fee paid
      to the advisor for the 1998 fiscal year was 0.76%


INVESTMENT SUB-ADVISORS AND PORTFOLIO MANAGERS

The Sub-Advisors manage the assets of the Funds under the supervision of LASC
and the Board of Trustees. Each Sub-Advisor determines which securities and
other instruments are purchased and sold for the Fund(s) it sub-advises. Each
Sub-Advisor is an indirect wholly-owned subsidiary of LFC.

COLONIAL

Colonial, an investment advisor since 1931, is the Sub-Advisor of each of the
Small Cap Fund, U.S. Stock Fund, Strategic Income Fund and High Yield Fund.
Colonial's principal business address is One Financial Center, Boston,
Massachusetts 02111. As of March 31, 1999, Colonial managed over $16.7 billion
in assets.


                                       19
<PAGE>
TRUST MANAGEMENT ORGANIZATIONS


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 each specified Fund:

<TABLE>
<S>                                                                      <C>
      Colonial Small Cap Value Fund, Variable Series                     0.60%
      Colonial U.S. Stock Fund, Variable Series                          0.60%
      Colonial Strategic Income Fund, Variable Series                    0.45%
      Colonial High Yield Securities Fund, Variable Series               0.40%
</TABLE>

Colonial also provides transfer agency, pricing and record keeping services for
the Funds under separate agreements.

Mark Stoeckle has managed the U.S. Stock Fund since December, 1996. Mr. Stoeckle
is a Senior Vice President of Colonial. 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. He
also has managed the High Yield Fund since January, 1999. Mr. Ericson, a Senior
Vice President of Colonial and director of Colonial's Taxable Fixed Income
Group, has managed various Colonial taxable income funds since 1985.

James P. Haynie, Senior Vice President of Colonial, has co-managed the Colonial
Small Cap Fund since 1993.

Michael Rega, Vice President of Colonial, has co-managed the Colonial Small Cap
Fund since 1996. He was an analyst at Colonial from 1993 to 1996.


STEIN ROE

Stein Roe, an investment advisor since 1932, is the Sub-Advisor of the Global
Utilities Fund. Stein Roe's principal address is One South Wacker Drive,
Chicago, Illinois 60606. As of March 31, 1999, Stein Roe managed over $30.1
billion in assets.

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.

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, which include managing other Stein Roe and Colonial funds.

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.


LAMCO AND LAMCO'S PORTFOLIO MANAGERS

LAMCO, an investment advisor since 1985, is the Sub-Advisor of the All-Star
Equity Fund. LAMCO's principal address is 600 Atlantic Avenue, 23rd Floor,
Boston, Massachusetts 02210. As of March 31, 1999, LAMCO managed over $1.6
billion in assets.

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 Equity Fund.

LAMCO is a manager of other investment managers which LAMCO recommends to the
Board of Trustees for appointment pursuant to a portfolio management agreement
among the Trust, LAMCO and the Portfolio Manager. That management agreement
permits each Portfolio Manager to have full investment discretion and authority
over investment of a portion of the Fund's assets.

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

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


                                       20
<PAGE>
TRUST MANAGEMENT ORGANIZATIONS


individuals who work for the indicated Portfolio Managers manage a portion of
All-Star Equity Fund's assets:

- -     Henry D. Cavanna, Managing Director of J.P. Morgan Investment Management,
      Inc.

- -     John Lindenthal, Managing Director of Oppenheimer Capital

- -     Mark Donovan, Chairman, Equity Strategy Committee, of Boston Partners
      Asset Management, L.P.

- -     Susan M. Byrne, President and Chief Executive Officer of Westwood
      Management Corp.

- -     Mark A. Thompson, Chairman and Chief Investment Officer of Wilke/Thompson
      Capital Management, Inc.

A more complete description of each Portfolio Manager is included in the SAI.
The Trust and LAMCO have received an exemptive order from the SEC that permits
the All-Star Equity Fund to change Portfolio Managers without a vote of the
shareholders. Information regarding any new Portfolio Manager is sent to holders
of VA contracts and VLI policies within 90 days following the effective date of
the change.


NEWPORT

Newport, an investment advisor since 1987, is the Sub-Advisor of the Tiger Fund.
Newport's principal address is 580 California Street, Suite 1960, San Francisco,
California 94104. As of March 31, 1999, Newport managed over $843.1 million in
assets.

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.

Thomas R. Tuttle and Lynda Couch, Senior Vice President and Vice President,
respectively, of Newport, co-manage the Fund. Mr. Tuttle has co-managed other
Newport Funds since November, 1995. Mr. Tuttle has been an officer of Newport
since 1984. Ms. Couch has managed other Newport Funds since April, 1995. Ms.
Couch has been an officer of Newport since 1994.

The mutual funds and institutional investment advisory business of both Stein
Roe and Colonial are managed together by a combined management team of employees
from both companies. Colonial also shares personnel, facilities and systems with
Stein Roe that may be used in providing administrative services to the Fund.


AFFILIATED BROKER/DEALER

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


                                       21
<PAGE>
                      OTHER INVESTMENT STRATEGIES AND RISKS


Each Fund's primary investments and its risks are described above in its
individual description. This section describes other investments a Fund may make
and the risks associated with them. In seeking to achieve its goal, each Fund
may invest in various types of securities and engage in various investment
techniques which are not the principle focus of the Fund and therefore are not
described in this prospectus. These types of securities and investment practices
are identified and discussed in the Funds' SAI, which you may obtain free of
charge (see back cover). Approval by the Funds' shareholders is not required to
modify or change any of the Funds' investment goals or investment strategies.


TEMPORARY DEFENSIVE MEASURES

With the exception of the All-Star Equity Fund, each Fund's Sub-Advisor may
determine that adverse market conditions make it desirable to temporarily
suspend the Fund's normal investment activities. During such times, as a
temporary defensive strategy, the Fund may, but is not required to, invest in
cash or high quality, short-term debt securities, without limit.

(High Yield Fund) If necessary, the Fund has the ability to invest 100% of its
assets in higher rated securities, if, in Colonial's opinion, economic
conditions create a situation where yield spreads narrow between lower and
higher rated securities.

Taking a temporary defensive position may prevent a Fund from achieving its
investment objective.


U.S. GOVERNMENT SECURITIES

(Strategic Income Fund) The Fund will invest in U.S. Government securities,
including U.S. Treasuries and securities of various U.S. government agencies.
Agency securities include mortgage-backed securities, which represent interests
in pools of mortgages. The Fund has flexibility to vary its allocation among
different types of U.S. Government securities based upon the Sub-Advisor's
judgement of which types of securities will outperform others. In selecting
investments for the Fund, the Sub-Advisor considers a security's expected
income, together with its potential to rise or fall in price.


STRUCTURE RISK

(Strategic Income Fund) Structure risk is the risk that an event will occur
(such as a security being prepaid or called) that alters the security's cash
flows. Prepayment risk is a particular type of risk that involves both
mortgage-backed securities (which are guaranteed by a U.S. Government agency)
and asset-backed securities (which are interests in pools of debt securities).
Prepayment risk is the possibility that asset-backed securities may be prepaid
if the underlying debt securities are prepaid. Prepayment risk for
mortgage-backed securities is the possibility that, as interest rates fall,
homeowners are more likely to refinance their home mortgages. When mortgages are
refinanced, the principal on mortgage-backed securities is paid earlier than
expected. In an environment of declining interest rates, asset-backed securities
and mortgage-backed securities may offer less potential for gain than other debt
securities. During periods of rising interest rates, these securities have a
high risk of declining in price because the declining prepayment rates
effectively increase the maturity of the securities. In addition, the potential
impact of prepayment on the price of a security may be difficult to predict and
result in greater volatility.


ZERO COUPON BONDS

(Global Utilities Fund, Strategic Income Fund, High Yield Fund) Zero coupon
bonds are issued at less than their fair value and do not make any payments of
interest. As a result, these bonds involve greater credit risk and are subject
to greater volatility than bonds that pay cash interest on a current basis.


                                       22
<PAGE>
OTHER INVESTMENT STRATEGIES AND RISKS


HEDGING STRATEGIES

Each Fund may enter into a number of hedging strategies, including those that
employ futures and options, to gain or reduce exposure to particular securities
or markets. These strategies, which are commonly referred to as derivatives, may
involve the use of financial instruments whose values depend on, or are derived
from the value of an underlying security, an index or a currency. A Fund may use
these strategies for hedging purposes (attempting to offset a potential loss in
one position by establishing an interest in an opposite position) or to adjust
the Fund's duration. Hedging strategies involve the risk that they may
exaggerate a loss, potentially losing more money than the actual cost of the
security, or limit a potential gain. Also, with some hedging strategies there is
the risk that the other party to the transaction may fail to honor its contract
terms, causing a loss to a Fund.


YEAR 2000 COMPLIANCE

Like other investment companies, financial and business organizations and
individuals around the world, the Funds could be adversely affected if the
computer systems used by LASC, the Sub-Advisors and other service providers do
not properly process and calculate date-related information and data from and
after January 1, 2000. This is commonly known as the "Year 2000 Problem." LASC,
the Sub-Advisors, the Funds' distributors and transfer agent (Liberty Companies)
are taking steps that they believe are reasonably designed to address the Year
2000 Problem, including communicating with vendors who furnish services,
software and systems to the Funds, to provide that date-related information and
data can be properly processed after January 1, 2000. Many Fund service
providers and vendors, including the Liberty Companies, are in the process of
making Year 2000 modifications to their software and systems and believe that
such modifications will be completed on a timely basis prior to January 1, 2000.
However, no assurances can be given that all modifications required to ensure
proper data processing and calculation on and after January 1, 2000 will be
timely made or that services to the Fund will not be adversely affected. Some of
the Funds invest in emerging markets in developing countries and some reports
indicate that developing countries may be behind other countries with respect to
Year 2000 Compliance.


                                       23
<PAGE>
                              FINANCIAL HIGHLIGHTS


The financial highlights tables that follow are intended to help you understand
the Funds' financial performance. Information is shown for the Funds' last five
fiscal years, (or shorter period if a Fund commenced operations less than five
years ago) which run from January 1 to December 31. Certain information reflects
financial results for a single fund share. This information has been audited by
PricewaterhouseCoopers LLP, independent accountants, whose report, along with
the Funds' financial statements, is included in the Trust's annual report. 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. You can request a free annual report by writing
Keyport Financial Services Corp. (see back cover for address) or by calling or
writing the Participating Insurance Company which issued your VA contract or VLI
policy.

STEIN ROE GLOBAL UTILITIES FUND, VARIABLE SERIES

<TABLE>
<CAPTION>
                                                                               Years Ended December 31,
                                                       1998             1997             1996             1995             1994
<S>                                                   <C>              <C>              <C>               <C>              <C>
PER SHARE OPERATING PERFORMANCE:
- ---------------------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of year ($)                 11.92            10.70            10.50             8.11             9.65
- ---------------------------------------------------------------------------------------------------------------------------------
Net investment income (a)                               0.24             0.46             0.46             0.46             0.54
- ---------------------------------------------------------------------------------------------------------------------------------
Net realized and unrealized gains (losses)
   on investments                                       1.93             2.62             0.23             2.39            (1.53)
- ---------------------------------------------------------------------------------------------------------------------------------
Total from investment operations                        2.17             3.08             0.69             2.85            (0.99)
- ---------------------------------------------------------------------------------------------------------------------------------
Less distributions:
- ---------------------------------------------------------------------------------------------------------------------------------
   Dividends from net investment income                (0.21)           (0.48)           (0.49)           (0.46)           (0.55)
- ---------------------------------------------------------------------------------------------------------------------------------
   In excess of net investment income                  (0.01)              --               --               --               --
- ---------------------------------------------------------------------------------------------------------------------------------
   Dividends from net realized gains                   (0.11)           (1.38)              --               --               --
- ---------------------------------------------------------------------------------------------------------------------------------
Total distributions                                    (0.33)           (1.86)           (0.49)           (0.46)           (0.55)
- ---------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of year ($)                       13.76            11.92            10.70            10.50             8.11
- ---------------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN:
   Total investment return (%)(b)                      18.33            28.75             6.53            35.15           (10.27)
- ---------------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of year (000) ($)                     71,186           54,603           47,907           51,597           38,156
- ---------------------------------------------------------------------------------------------------------------------------------
Ratio of net expenses to average net assets (%)         0.82(c)          0.83(c)          0.81(c)          0.83(c)          0.86
- ---------------------------------------------------------------------------------------------------------------------------------
Ratio of net investment income to                       1.90(c)          3.96(c)          4.36(c)          4.98(c)          5.80
   average net assets (%)
- ---------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover ratio (%)                              53               89               14               18               16
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

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

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


                                       24
<PAGE>
FINANCIAL HIGHLIGHTS


                 COLONIAL SMALL CAP VALUE FUND, VARIABLE SERIES

<TABLE>
<CAPTION>
                                                             Year Ended December 31,
                                                                    1998***
<S>                                                          <C>
  PER SHARE OPERATING PERFORMANCE:

  Net asset value, beginning of period ($)                         10.00
- ------------------------------------------------------------------------------------
  Net investment income (a)                                         0.08
- ------------------------------------------------------------------------------------
  Net realized and unrealized losses on investments                (1.41)
- ------------------------------------------------------------------------------------
  Total from investment operations                                 (1.33)
- ------------------------------------------------------------------------------------
  Less distributions:
- ------------------------------------------------------------------------------------
     Dividends from net investment income                          (0.07)
- ------------------------------------------------------------------------------------
     In excess of net investment income                            (0.01)
- ------------------------------------------------------------------------------------
  Total distributions                                              (0.08)
- ------------------------------------------------------------------------------------
  Net asset value, end of period                                    8.59
- ------------------------------------------------------------------------------------
  TOTAL RETURN

     Total investment return (%)(b)(c)                            (13.25)**
- ------------------------------------------------------------------------------------
  RATIOS/SUPPLEMENTAL DATA:

  Net assets, end of period (000) ($)                              1,782
- ------------------------------------------------------------------------------------
  Ratio of expenses to average net assets (%) (d)(e)                1.00*
- ------------------------------------------------------------------------------------
  Ratio of net investment income to                                 1.41*
     average net assets (%) (c)(e)
- ------------------------------------------------------------------------------------
  Portfolio turnover ratio (%)                                        51**
- ------------------------------------------------------------------------------------
</TABLE>

*     Annualized.

**    Not Annualized.

***   For the period from the commencement of operations May 19, 1998 to
      December 31, 1998.

(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 Manager's expense limitation undertaking.

(d)   If the Fund had paid all of its expenses and there had been no
      reimbursement from the Manager, this ratio would have been 4.34%
      (annualized).

(e)   The benefits derived from custody credits and directed brokerage
      arrangements had no impact.


                                       25
<PAGE>
FINANCIAL HIGHLIGHTS


COLONIAL U.S. STOCK FUND, VARIABLE SERIES

<TABLE>
<CAPTION>
                                                                                                                    Period Ended
                                                                        Years Ended December 31,                     December 31,
                                                          1998           1997           1996           1995             1994***
<S>                                                      <C>            <C>            <C>            <C>           <C>
PER SHARE OPERATING PERFORMANCE:

Net asset value, beginning of year ($)                   16.29          14.22          12.36          10.27             10.00
- ---------------------------------------------------------------------------------------------------------------------------------
Net investment income (a)                                 0.16           0.20           0.19           0.21              0.09
- ---------------------------------------------------------------------------------------------------------------------------------
Net realized and unrealized gains on investments          3.12           4.37           2.52           2.84              0.35
- ---------------------------------------------------------------------------------------------------------------------------------
Total from investment operations                          3.28           4.57           2.71           3.05              0.44
- ---------------------------------------------------------------------------------------------------------------------------------
Less distributions:
- ---------------------------------------------------------------------------------------------------------------------------------
   Dividends from net investment income                  (0.12)         (0.18)         (0.17)         (0.16)            (0.11)
- ---------------------------------------------------------------------------------------------------------------------------------
   In excess of net investment income                       --          (0.01)            --             --                --
- ---------------------------------------------------------------------------------------------------------------------------------
   Dividends from net realized gains                     (0.64)         (2.30)         (0.68)         (0.80)            (0.06)
- ---------------------------------------------------------------------------------------------------------------------------------
   In excess of net realized gains                       (0.02)         (0.01)            --             --                --
- ---------------------------------------------------------------------------------------------------------------------------------
Total distributions                                      (0.78)         (2.50)         (0.85)         (0.96)            (0.17)
- ---------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of year ($)                         18.79          16.29          14.22          12.36             10.27
- ---------------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN:

   Total investment return (%) (b)                       20.15          32.23          21.84          29.70(c)           4.40(c)**
- ---------------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA:

Net assets, end of period (000) ($)                    146,239         96,715         60,855         43,017            15,373
- ---------------------------------------------------------------------------------------------------------------------------------
Ratio of net expenses to average net assets (%)           0.90(c)        0.94(e)        0.95(e)        1.00(d)(e)        1.00(d)*
- ---------------------------------------------------------------------------------------------------------------------------------
Ratio of net investment income to
   average net assets (%)                                 0.88(e)        1.19(e)        1.39(e)        1.72(c)(e)        2.16(c)*
- ---------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover ratio (%)                                64             63             77            115                52**
- ---------------------------------------------------------------------------------------------------------------------------------
</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 Manager's expense limitation undertaking.

(d)   If the Fund had paid all of its expenses and there had been no
      reimbursement from the Manager, 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.


                                       26
<PAGE>
FINANCIAL HIGHLIGHTS


COLONIAL STRATEGIC INCOME FUND, VARIABLE SERIES

<TABLE>
<CAPTION>
                                                                                                                        Period Ended
                                                                        Years Ended December 31,                        December 31,
                                                        1998            1997            1996              1995            1994***
<S>                                                 <C>             <C>              <C>              <C>              <C>
PER SHARE OPERATING PERFORMANCE:

Net asset value, beginning of year ($)                  11.15          11.04            10.99             9.79            10.00
- ------------------------------------------------------------------------------------------------------------------------------------
Net investment income (a)                                0.91           0.90             0.92             0.55             0.30
- ------------------------------------------------------------------------------------------------------------------------------------
Net realized and unrealized gains (losses)
   on investments                                       (0.24)          0.11             0.16             1.24            (0.19)
- ------------------------------------------------------------------------------------------------------------------------------------
Total from investment operations                         0.67           1.01             1.08             1.79             0.11
- ------------------------------------------------------------------------------------------------------------------------------------
Less distributions:
- ------------------------------------------------------------------------------------------------------------------------------------
   Dividends from net investment income                 (0.72)         (0.79)           (0.96)           (0.56)           (0.31)
- ------------------------------------------------------------------------------------------------------------------------------------
   In excess of net investment income                   (0.02)         (0.05)              --               --               --
- ------------------------------------------------------------------------------------------------------------------------------------
   Dividends from net realized gains                       --          (0.05)           (0.07)           (0.03)           (0.01)
- ------------------------------------------------------------------------------------------------------------------------------------
   In excess of net realized gains                         --          (0.01)              --               --               --
- ------------------------------------------------------------------------------------------------------------------------------------
Total distributions                                     (0.74)         (0.90)           (1.03)           (0.59)           (0.32)
- ------------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of year ($)                        11.08          11.15            11.04            10.99             9.79
- ------------------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN:

   Total investment return (%)(b)                        6.03           9.11(c)          9.83(c)         18.30(c)          1.10(c)**
- ------------------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA:

Net assets, end of year (000) ($)                     118,985         73,175           53,393           48,334           13,342
- ------------------------------------------------------------------------------------------------------------------------------------
Ratio of net expenses to average net assets (%)          0.78(e)        0.80(d)(e)       0.80(d)(c)       0.84(d)(e)       1.00(d)*
- ------------------------------------------------------------------------------------------------------------------------------------
Ratio of net investment income to
   average net assets (%)                                7.92(e)        7.86(c)(e)       8.13(c)(e)       8.08(c)(e)       7.33(c)*
- ------------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover ratio (%)                               50             94              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 Manager's expense limitation undertaking.

(d)   If the Fund had paid all of its expenses and there had been no
      reimbursement from the Manager, these ratios would have been 0.82%, 0.86%,
      0.94% and 1.60% (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.


                                       27
<PAGE>
FINANCIAL HIGHLIGHTS


COLONIAL HIGH YIELD SECURITIES FUND, VARIABLE SERIES

<TABLE>
<CAPTION>
                                                                               Period Ended
                                                                               December 31,
                                                                                 1998***
<S>                                                                            <C>
PER SHARE OPERATING PERFORMANCE:

Net asset value, beginning of period ($)                                         10.00
- --------------------------------------------------------------------------------------------
Net investment income (a)                                                         0.48
- --------------------------------------------------------------------------------------------
Net realized and unrealized losses on investments                                (0.74)
- --------------------------------------------------------------------------------------------
Total from investment operations                                                 (0.26)
- --------------------------------------------------------------------------------------------
Less distributions:
- --------------------------------------------------------------------------------------------
   Dividends from net investment income                                          (0.43)
- --------------------------------------------------------------------------------------------
   In excess of net investment income                                            (0.00)
- --------------------------------------------------------------------------------------------
Total distributions                                                              (0.43)
- --------------------------------------------------------------------------------------------
Net asset value, end of period ($)                                                9.31
- --------------------------------------------------------------------------------------------
TOTAL RETURN:

   Total investment return (%) (b)(c)                                            (2.57)**
- --------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA:

Net assets, end of year (000) ($)                                                5,915
- --------------------------------------------------------------------------------------------
Ratio of expenses to average net assets (%) (d)(e)                                0.80*
- --------------------------------------------------------------------------------------------
Ratio of net investment income to average net assets (%) (c)(e)                   7.93*
Portfolio turnover ratio (%)                                                        23**
- --------------------------------------------------------------------------------------------
</TABLE>


*     Annualized.

**    Not Annualized.

***   For the period from the commencement of operations May 19, 1998 to
      December 31, 1998.

(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 Manager's expense limitation undertaking.

(d)   If the Fund had paid all of its expenses and there had been no
      reimbursement from the Manager, this ratio would have been 1.84%
      (annualized).

(e)   The benefits derived from custody credits and directed brokerage
      arrangements had no impact.


                                       28
<PAGE>
FINANCIAL HIGHLIGHTS


                  LIBERTY ALL-STAR EQUITY FUND, VARIABLE SERIES

<TABLE>
<CAPTION>
                                                                 Year Ended            Period Ended
                                                                 December 31,           December 31,
                                                                    1998                   1997***
<S>                                                              <C>                    <C>
PER SHARE OPERATING PERFORMANCE:

Net asset value, beginning of year ($)                              10.07                  10.00
- ---------------------------------------------------------------------------------------------------
Net investment income (a)                                            0.06                   0.01
- ---------------------------------------------------------------------------------------------------
Net realized and unrealized gains on investments                     1.82                   0.07
- ---------------------------------------------------------------------------------------------------
Total from investment operations                                     1.88                   0.08
- ---------------------------------------------------------------------------------------------------
Less distributions:
- ---------------------------------------------------------------------------------------------------
   Dividends from net investment income                             (0.05)                 (0.01)
- ---------------------------------------------------------------------------------------------------
   In excess of net investment income                               (0.00)                    --
- ---------------------------------------------------------------------------------------------------
Total distributions                                                 (0.05)                 (0.01)
- ---------------------------------------------------------------------------------------------------
Net asset value, end of year ($)                                    11.90                  10.07
- ---------------------------------------------------------------------------------------------------
TOTAL RETURN:

   Total investment return (%)(b)(c)                                18.67                   0.80**
- ---------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA:

Net assets, end of period (000) ($)                                44,870                 22,228
- ---------------------------------------------------------------------------------------------------
Ratio of net expenses to average net assets (%) (d)(e)               1.00                   1.00*
- ---------------------------------------------------------------------------------------------------
Ratio of net investment income to
   average net assets (%)(c)(e)                                      0.54                   0.83*
- ---------------------------------------------------------------------------------------------------
Portfolio turnover ratio (%)                                           70                      1**
- ---------------------------------------------------------------------------------------------------
</TABLE>


*     Annualized.

**    Not Annualized.

***   For the period from the commencement of operations November 17, 1997 to
      December 31, 1997.

(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 Manager's expense limitation undertaking.

(d)   If the Fund had paid all of its expenses and there had been no
      reimbursement from the Manager, this ratio would have been 1.04% and 1.45%
      (annualized), respectively.

(e)   The benefits derived from custody credits and directed brokerage
      arrangements had no impact.


                                       29
<PAGE>
FINANCIAL HIGHLIGHTS


NEWPORT TIGER FUND, VARIABLE SERIES

<TABLE>
<CAPTION>
                                                                             Years Ended December 31,               Period Ended
                                                                                                                     December 31,
                                                                      1998            1997            1996             1995***
<S>                                                               <C>             <C>             <C>                <C>
PER SHARE OPERATING PERFORMANCE:

Net asset value, beginning of year ($)                                1.71            2.52            2.28               2.00
- ----------------------------------------------------------------------------------------------------------------------------------
Net investment income (a)                                             0.03            0.03            0.03               0.01
- ----------------------------------------------------------------------------------------------------------------------------------
Net realized and unrealized gains (losses) on investments
   and foreign currency transactions                                 (0.14)          (0.81)           0.24               0.29
- ----------------------------------------------------------------------------------------------------------------------------------
Total from investment operations                                     (0.11)          (0.78)           0.27               0.30
- ----------------------------------------------------------------------------------------------------------------------------------
Less distributions:
   Distributions from net investment income                          (0.03)          (0.02)          (0.02)             (0.01)
- ----------------------------------------------------------------------------------------------------------------------------------
   In excess of net investment income                                   --           (0.01)             --              (0.01)
- ----------------------------------------------------------------------------------------------------------------------------------
   Dividends from net realized gains                                    --              --           (0.01)                --
- ----------------------------------------------------------------------------------------------------------------------------------
   In excess of net realized gains                                      --           (0.00)             --                 --
- ----------------------------------------------------------------------------------------------------------------------------------
Total distributions                                                  (0.03)          (0.03)          (0.03)             (0.02)
- ----------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of year ($)                                      1.57            1.71            2.52               2.28
- ----------------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN:

   Total investment return (%)(b)                                    (6.43)         (31.14)          11.73              15.00**
- ----------------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA:

Net assets, end of period (000) ($)                                 23,655          24,934          34,642             18,977
- ----------------------------------------------------------------------------------------------------------------------------------
Ratio of net expenses to average net assets (%)(c)                    1.30            1.25            1.27               1.75*
- ----------------------------------------------------------------------------------------------------------------------------------
Ratio of net investment income to average net assets (%)(c)           2.16            1.14            1.20               0.89*
- ----------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover ratio (%)                                            16              27               7                 12**
- ----------------------------------------------------------------------------------------------------------------------------------
</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.


                                       30
<PAGE>
                             SHAREHOLDER INFORMATION


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


HOW A FUND'S SHARE PRICE IS DETERMINED Each share price is its NAV next
determined. NAV is the difference between the value of a fund's assets and
liabilities divided by the number of shares outstanding. The NAV is determined
at the close of the New York Stock Exchange ("NYSE"), usually 4:00 p.m. Eastern
time, on each business day that the NYSE is open (typically Monday through
Friday).

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

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

We value a security at fair value when events have occurred after the last
available market price and before the close of the NYSE that materially affect
the security's price. In the case of foreign securities, this could include
events occurring after the close of the foreign market and before the close of
the NYSE.

A Fund's foreign securities may trade on days when the NYSE is closed for
trading and Participating Insurance Companies may not purchase or redeem shares.


DIVIDENDS AND DISTRIBUTIONS Each Fund intends to declare and distribute, as
dividends or capital gain 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
investment advisory and administrative fees). Income dividends will be declared
and distributed annually. All net short-term and long-term capital gains of each
Fund realized during the fiscal year are declared and distributed periodically,
no less frequently than annually. All dividends and distributions are reinvested
in additional shares of the Fund at NAV, as of the record date for the
distributions.


TAX CONSEQUENCES Each Fund is treated as a separate entity for federal income
tax purposes and has elected or intends to elect to be treated, and intends to
qualify each year as a "regulated investment company" under Subchapter M of the
Internal Revenue Code (the "Code"). Each Fund must satisfy certain requirements
relating to the sources of its income, diversification of its assets and
distribution of its income to shareholders to qualify as a regulated investment
company. As a regulated investment company, a Fund will not be subject to
federal income tax on any net investment income and net realized capital gains
that are distributed to its shareholders as required under the Code.

In addition, each Fund follows certain portfolio diversification requirements
imposed by the Code on separate accounts of insurance companies relating to the
tax-deferred status of VA contracts and VLI policies. More specific information
on these diversification requirements is contained in the prospectus that
describes a particular VA contract or VLI policy.


                                       31
<PAGE>
FOR MORE INFORMATION

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

You may wish to read the SAI for more information on the Funds and the
securities in which they invest. The SAI is incorporated into this prospectus by
reference, which means that it is considered to be part of this prospectus.

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

Keyport Financial Services Corp.
125 High Street
Boston, MA 02111
1-800-437-4466

or by calling or writing the Participating Insurance Company which issued your
VA contract or VLI policy.

Text-only versions of all Fund documents can be viewed online or downloaded from
the SEC at www.sec.gov.

You can review and copy information about the Funds by visiting the following
location, and you can obtain copies upon payment of a duplicating fee, by
writing the:

Public Reference Room
Securities and Exchange Commission
Washington, DC 20549-6009

Information on the operation of the Public Reference Room may be obtained by
calling 1-800-SEC-0330.

INVESTMENT COMPANY ACT FILE NUMBER:
Liberty Variable Investment Trust :  811-07556

Stein Roe Global Utilities Fund, Variable Series
Colonial Small Cap Value Fund, Variable Series
Colonial U.S. Stock Fund, Variable Series
Colonial Strategic Income Fund, Variable Series
Colonial High Yield Securities Fund, Variable Series
Liberty All-Star Equity Fund, Variable Series
Newport Tiger Fund, Variable Series


<PAGE>
                        LIBERTY VARIABLE INVESTMENT TRUST


 PROSPECTUS DATED MAY 1, 1999


Colonial U.S. Stock Fund, Variable Series
Colonial Strategic Income Fund, Variable Series
Newport Tiger Fund, Variable Series




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

                                     * * * *

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

                                     * * * *

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



          NOT FDIC                   MAY LOSE VALUE
          INSURED                   NO BANK GUARANTEE
<PAGE>
                                TABLE OF CONTENTS



THE TRUST                                                                      3
- --------------------------------------------------------------------------------

THE FUNDS                                                                      4
- --------------------------------------------------------------------------------

Each of these sections discusses the following
topics: Investment Goals, Primary Investment Strategies,
Primary Investment Risks and Performance History
Colonial U.S. Stock Fund, Variable Series .................................    4
Colonial Strategic Income Fund, Variable Series ...........................    6
Newport Tiger Fund, Variable Series .......................................    9


TRUST MANAGEMENT ORGANIZATIONS                                                11
- --------------------------------------------------------------------------------

Trustees ..................................................................   11
Investment Advisor ........................................................   11
Investment Sub-Advisors and Portfolio Managers ............................   11


OTHER INVESTMENT STRATEGIES AND RISKS                                         13
- --------------------------------------------------------------------------------

Temporary Defensive Measures ..............................................   13
U.S. Government Securities ................................................   13
Structure Risk ............................................................   13
Zero Coupon Bonds .........................................................   13
Hedging Strategies ........................................................   14
Year 2000 Compliance ......................................................   14


FINANCIAL HIGHLIGHTS                                                          15
- --------------------------------------------------------------------------------

SHAREHOLDER INFORMATION                                                       18
- --------------------------------------------------------------------------------

Purchases and Redemptions .................................................   18
How a Fund's Share Price is Determined ....................................   18
Dividends and Distributions ...............................................   18
Tax Consequences ..........................................................   18


                                       2
<PAGE>
                                    THE TRUST

Liberty Variable Investment Trust ("Trust") includes nine separate mutual funds
("Funds"), each with its own investment goal and strategies. This Prospectus
contains information about three of the Funds in the Trust. Liberty Advisory
Services Corp. ("LASC") is the investment advisor to each Fund. LASC has
appointed a Sub-Advisor for each Fund, all of which are affiliates of LASC.
Each Fund is sub-advised by the following Sub-Advisor:


<TABLE>
<CAPTION>
                              FUND                                                                   SUB-ADVISOR
                              ----                                                                   -----------
<S>                                                                                <C>
Colonial U.S. Stock Fund, Variable Series (U.S. Stock Fund)                        Colonial Management Associates, Inc. (Colonial)
Colonial Strategic Income Fund, Variable Series (Strategic Income Fund)

Newport Tiger Fund, Variable Series (Tiger Fund)                                   Newport Fund Management, Inc. (Newport)
</TABLE>


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

The Trust's Funds are investment options under variable annuity contracts ("VA
contracts") and variable life insurance policies ("VLI policies") issued by life
insurance companies ("Participating Insurance Companies"). Some (but not all)
Participating Insurance Companies are affiliated with the investment advisor to
the Funds. Participating Insurance Companies invest in the Funds through
separate accounts that they set up for that purpose. Owners of VA contracts and
of VLI policies invest in sub-accounts of those separate accounts through
instructions they give to their insurance company. The principal underwriters of
the Fund are Keyport Financial Services Corp. ("KFSC") and Liberty Funds
Distributor, Inc. ("LFD"). KFSC serves as principal underwriter of the shares of
the portfolios of the Trust with respect to the sale of shares to Participating
Insurance Companies that are affiliated with LASC and LFD serves as principal
underwriter with respect to the sale of shares to Participating Insurance
Companies that are not affiliated with LASC. KFSC and LFD are affiliates of
LASC.

The prospectuses of the Participating Insurance Companies' separate accounts
describe which Funds are available to the purchasers of their VA contracts and
VLI policies. The Trust assumes no responsibility for those prospectuses.


                                       3
<PAGE>
                                    THE FUNDS


                    COLONIAL U.S. STOCK FUND, VARIABLE SERIES


INVESTMENT GOAL

The Fund seeks long-term capital growth.


PRIMARY INVESTMENT STRATEGIES

Under normal market conditions, the Fund invests primarily in large
capitalization stocks. These are stocks with market capitalizations of greater
than $3 billion at the time of purchase.

In managing the Fund, Colonial uses a value investing strategy that focuses on
buying stocks cheaply when they are under valued or "out of favor." Colonial
buys stocks that have attractive current prices, consistent operating
performance and/or favorable future growth prospects. Colonial's strategy uses
quantitative analysis supported by fundamental business and financial analyses.


PRIMARY INVESTMENT RISKS

The primary risk of investing in the Fund is described below. There are many
circumstances (including additional risks that are not described here) which
could cause you to lose money by investing in the Fund or prevent the Fund from
achieving its goal.

Market risk is the risk that the price of a security held by the Fund will fall
due to changing economic, political or market conditions, or due to the
financial condition of the company which issued the security.


                                       4
<PAGE>
THE FUNDS  Colonial U.S. Stock Fund, Variable Series



PERFORMANCE HISTORY

The bar chart below shows changes in the Fund's performance from year to year by
illustrating the Fund's total calendar-year returns. The performance table
following the bar chart shows how the Fund's average annual total returns
compare with those of a broad measure of market performance for 1 year and the
life of the Fund. We compare the Fund to the Standard & Poor's 500 Index (S&P
Index), an unmanaged index that tracks the performance of a selection of widely
held common stocks and the Lipper Growth & Income - Annuities peer group average
return (Lipper Average). This Lipper Average which is calculated by Lipper, Inc.
is composed of funds with similar investment objectives as the Fund. Unlike the
Fund, indices are not investments, do not incur fees or expenses and are not
professionally managed. It is not possible to invest directly in an index. The
chart and table are intended to illustrate some of the risks of investing in the
Fund by showing the changes in the Fund's performance. All returns include the
reinvestment of dividends and distributions. As with all mutual funds, past
performance does not predict the Fund's future performance. Performance results
include the effect of any expense reduction arrangements. If these arrangements
were not in place, then the performance results would have been lower. We may
cease any reduction arrangements at any time. The Fund's performance results do
not reflect the cost of insurance and separate account charges which are imposed
under your VA contract or VLI policy.


CALENDAR-YEAR TOTAL RETURNS

[BAR GRAPH]

<TABLE>
<CAPTION>
 1995     1996     1997     1998
 ----     ----     ----     ----
<S>      <C>      <C>      <C>
29.70%   21.84%   32.23%   20.15%
</TABLE>


The Fund's year to date total return through March 31, 1999 was +1.70%.

Best Quarter:  4th quarter 1998, +21.79%

Worst Quarter: 3rd quarter 1998, -14.16%



AVERAGE ANNUAL TOTAL RETURN - FOR PERIODS ENDED 12/31/98

<TABLE>
<CAPTION>
                                                             SINCE
                                                          INCEPTION ON
                                              1 YEAR         7/5/94
                                              ------      ------------
<S>                                           <C>         <C>
Fund (%)                                       20.15          23.90

S&P Index (%)                                  28.60           N/A

Lipper Average (%)                             16.37           N/A
</TABLE>


                                       5
<PAGE>
                 COLONIAL STRATEGIC INCOME FUND, VARIABLE SERIES


INVESTMENT GOALS

The Fund seeks as high a level of current income as is consistent with prudent
risk and maximizing total return.


PRIMARY INVESTMENT STRATEGIES

The Fund seeks to achieve its investment goal by investing in:

- -        debt securities issued by the U.S. government;

- -        debt securities issued by foreign governments; and

- -        lower rated corporate debt securities.

Colonial allocates the Fund's investments among these types of securities at any
given time based on its estimate of the expected performance and risk of each
type of investment.

The Fund pursues its investment goal by investing a portion of its assets in
lower rated corporate debt securities. These securities have the following
ratings:

- -        BBB through C by Standard & Poor's Corporation;

- -        Baa through D by Moody's Investor Services, Inc.;

- -        a comparable rating by another nationally recognized rating service; or

- -        the security is unrated and Colonial believes it to be comparable in
         quality to securities having such ratings as noted above.

The Fund may invest in securities issued or guaranteed by foreign governments or
foreign companies, including securities issued in emerging market countries.


PRIMARY INVESTMENT RISKS

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

Market risk is the risk that the price of a security held by the Fund will fall
due to changing economic, political or market conditions, or due to the
financial condition of the company which issued the security.

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

Interest rate risk is the risk of a decline or increase in the price of a bond
when interest rates increase or decline. In general, if interest rates rise,
bond prices fall, and if interest rates fall, bond prices rise. Changes in the
values of bonds usually will not affect the amount of income the Fund receives
from them but will affect the value of the Fund's shares. Interest rate risk is
generally greater for bonds with longer maturities.


                                       6
<PAGE>
THE FUNDS  Colonial Strategic Income Fund, Variable Series


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

Emerging markets are also subject to special risks. The risks of foreign
investments are typically increased in less developed and developing countries.
For example, political and economic structures in these countries may be new and
developing rapidly, which may cause instability. These countries are also more
likely to experience high levels of inflation, deflation or currency
devaluations, which could hurt their economies and securities markets.

Lower rated debt securities are commonly referred to as "junk bonds" and are
considered speculative. Lower quality debt securities involve greater risk of
loss and are less liquid, especially during periods of economic uncertainty or
change, than higher quality debt securities.


                                       7
<PAGE>
THE FUNDS  Colonial Strategic Income Fund, Variable Series


PERFORMANCE HISTORY

The bar chart below shows changes in the Fund's performance from year to year by
illustrating the Fund's total calendar-year returns. The performance table
following the bar chart shows how the Fund's average annual total returns
compare with those of a broad measure of market performance for 1 year and the
life of the Fund. We compare the Fund to the Lehman Brothers
Government/Corporate Bond Index (Lehman Index), an unmanaged index that tracks
the performance of a selection of U.S. government agency, treasury and
investment grade corporate bonds and the Lipper Corporate Bonds - Annuities peer
group average return (Lipper Average). This Lipper Average which is calculated
by Lipper, Inc. is composed of funds with similar investment objectives as the
Fund. Unlike the Fund, indices are not investments, do not incur fees or
expenses and are not professionally managed. It is not possible to invest
directly in an index. The chart and table are intended to illustrate some of the
risks of investing in the Fund by showing the changes in the Fund's performance.
All returns include the reinvestment of dividends and distributions. As with all
mutual funds, past performance does not predict the Fund's future performance.
Performance results include the effect of any expense reduction arrangements. If
these arrangements were not in place, then the performance results would have
been lower. We may cease any reduction arrangements at any time. The Fund's
performance results do not reflect the cost of insurance and separate account
charges which are imposed under your VA contract or VLI policy.


CALENDAR-YEAR TOTAL RETURNS

[BAR GRAPH]

<TABLE>
<CAPTION>
 1995     1996     1997     1998
 ----     ----     ----     ----
<S>      <C>      <C>      <C>
18.30%    9.83%    8.11%    6.03%
</TABLE>

The Fund's year to date total return through March 31, 1999 was +0.99%.

Best Quarter:  1st quarter 1995, +5.62%

Worst Quarter: 1st quarter 1997, -1.00%



AVERAGE ANNUAL TOTAL RETURN - FOR PERIODS ENDED 12/31/98

<TABLE>
<CAPTION>
                                                             SINCE
                                                          INCEPTION ON
                                              1 YEAR         7/5/94
                                              ------      ------------
<S>                                           <C>         <C>
Fund (%)                                       6.03           9.75

Lehman Index (%)                               9.47            N/A

Lipper Average (%)                             4.82            N/A
</TABLE>


                                       8
<PAGE>
                       NEWPORT TIGER FUND, VARIABLE SERIES


INVESTMENT GOAL

The Fund seeks long-term capital appreciation.


PRIMARY INVESTMENT STRATEGIES

Under normal market conditions, the Fund invests primarily in stocks of
companies located in the nine Tiger countries of Asia. The Tigers of Asia are
Hong Kong, Singapore, South Korea, Taiwan, Malaysia, Thailand, Indonesia, The
People's Republic of China and the Philippines. In selecting investments for the
Fund, Newport typically purchases stocks of larger, well-established companies.


PRIMARY INVESTMENT RISKS

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

Market risk is the risk that the price of a security held by the Fund will fall
due to changing economic, political or market conditions, or due to the
financial condition of the company which issued the security.

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

Because the Fund's investments are concentrated in the nine Tiger countries of
Asia, the Fund is particularly susceptible to regional risks. Events in any one
Tiger country may impact the other countries in the Southeast Asian region as a
whole. As a result events in the region will generally have a greater effect on
the Fund than if it were more geographically diversified, which may result in
greater losses and volatility.


                                       9
<PAGE>
THE FUNDS  Newport Tiger Fund, Variable Series


PERFORMANCE HISTORY

The bar chart below shows changes in the Fund's performance from year to year by
illustrating the Fund's total calendar-year returns. The performance table
following the bar chart shows how the Fund's average annual total returns
compare with those of a broad measure of market performance for 1 year and the
life of the Fund. We compare the Fund to the Morgan Stanley Capital
International EAFE Index GDP (Morgan Stanley Index), an unmanaged index that
tracks the performance of foreign stocks and the Lipper Pacific Region -
Annuities peer group average return (Lipper Average). This Lipper Average which
is calculated by Lipper, Inc. is composed of funds with similar investment
objectives as the Fund. Unlike the Fund, indices are not investments, do not
incur fees or expenses and are not professionally managed. It is not possible to
invest directly in an index. The chart and table are intended to illustrate some
of the risks of investing in the Fund by showing the changes in the Fund's
performance. All returns include the reinvestment of dividends and
distributions. As with all mutual funds, past performance does not predict the
Fund's future performance. Performance results include the effect of any expense
reduction arrangements. If these arrangements were not in place, then the
performance results would have been lower. We may cease any reduction
arrangements at any time. The Fund's performance results do not reflect the cost
of insurance and separate account charges which are imposed under your VA
contract or VLI policy.


CALENDAR-YEAR TOTAL RETURNS

[BAR GRAPH]

<TABLE>
<CAPTION>
 1996     1997     1998
 ----     ----     ----
<S>      <C>      <C>
11.73%   -31.14%  -6.43%
</TABLE>

The Fund's year to date total return through March 31, 1999 was +2.55%.

Best Quarter:  4th quarter 1998, +37.93%

Worst Quarter: 2nd quarter 1998, -28.81%



AVERAGE ANNUAL TOTAL RETURN - FOR PERIODS ENDED 12/31/98

<TABLE>
<CAPTION>
                                                             SINCE
                                                          INCEPTION ON
                                              1 YEAR         5/1/95
                                              ------      ------------
<S>                                           <C>         <C>
Fund (%)                                       -6.43          -5.01

Morgan Stanley Index (%)                       26.71           N/A

Lipper Average (%)                             -6.46           N/A
</TABLE>


                                       10
<PAGE>
                         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 (SAI) contains names of and
biographical information on the Trustees.


INVESTMENT ADVISOR: LIBERTY ADVISORY SERVICES CORP.

LASC, located at 125 High Street, Boston Massachusetts 02110, is the investment
advisor to the Trust. LASC is an indirect wholly-owned subsidiary of Liberty
Financial Companies, Inc. ("LFC"). LASC has been an investment advisor since
1993. As of March 31, 1999, LASC managed over $727 million in assets. LASC
designates the Trust's Sub-Advisors, evaluates and monitors Sub-Advisors'
performance and investment programs and recommends to the Board of Trustees
whether Sub-Advisors' contracts should be continued or modified and the addition
or deletion of Sub-Advisors. LASC also has the responsibility of administering
the Trust's operations, which it may delegate, at its own expense, to certain
affiliates. LASC has delegated its administrative responsibilities to Colonial
in accordance with this authority.

For the 1998 fiscal year, the Trust paid LASC management fees at the following
annual rates of the average daily net assets of each specified Fund:

    Colonial U.S. Stock Fund, Variable Series                          0.80%
    Colonial Strategic Income Fund, Variable Series                    0.65%
    Newport Tiger Fund, Variable Series                                0.90%


INVESTMENT SUB-ADVISORS AND PORTFOLIO MANAGERS

The Sub-Advisors manage the assets of the Funds under the supervision of LASC
and the Board of Trustees. Each Sub-Advisor determines which securities and
other instruments are purchased and sold for the Fund(s) it sub-advises. Each
Sub-Advisor is an indirect wholly-owned subsidiary of LFC.

COLONIAL

Colonial, an investment advisor since 1931, is the Sub-Advisor of each of the
U.S. Stock Fund and Strategic Income Fund. Colonial's principal business address
is One Financial Center, Boston, Massachusetts 02111. As of March 31, 1999,
Colonial managed over $16.7 billion in assets.

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 each specified Fund:

    Colonial U.S. Stock Fund, Variable Series                          0.60%
    Colonial Strategic Income Fund, Variable Series                    0.45%

Colonial also provides transfer agency, pricing and record keeping services for
the Funds under separate agreements.

Mark Stoeckle has managed the U.S. Stock Fund since December, 1996. Mr. Stoeckle
is a Senior Vice President of Colonial. 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 various Colonial taxable income funds since
1985.


NEWPORT

Newport, an investment advisor since 1987, is the Sub-Advisor of the Tiger Fund.
Newport's principal address is 580 California Street, Suite 1960, San Francisco,
California 94104. As of March 31, 1999, Newport managed over $843.1 million in
assets.


                                       11
<PAGE>
TRUST MANAGEMENT ORGANIZATIONS


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.

Thomas R. Tuttle and Lynda Couch, Senior Vice President and Vice President,
respectively, of Newport, co-manage the Fund. Mr. Tuttle has co-managed other
Newport Funds since November, 1995. Mr. Tuttle has been an officer of Newport
since 1984. Ms. Couch has managed other Newport Funds since April, 1995. Ms.
Couch has been an officer of Newport since 1994.

The mutual funds and institutional investment advisory business of both Stein
Roe and Colonial are managed together by a combined management team of employees
from both companies. Colonial also shares personnel, facilities and systems with
Stein Roe that may be used in providing administrative services to the Fund.


AFFILIATED BROKER/DEALER

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


                                       12
<PAGE>
                      OTHER INVESTMENT STRATEGIES AND RISKS


Each Fund's primary investments and its risks are described above in its
individual description. This section describes other investments a Fund may make
and the risks associated with them. In seeking to achieve its goal, each Fund
may invest in various types of securities and engage in various investment
techniques which are not the principle focus of the Fund and therefore are not
described in this prospectus. These types of securities and investment practices
are identified and discussed in the Funds' SAI, which you may obtain free of
charge (see back cover). Approval by the Funds' shareholders is not required to
modify or change any of the Funds' investment goals or investment strategies.


TEMPORARY DEFENSIVE MEASURES

Each Fund's Sub-Advisor may determine that adverse market conditions make it
desirable to temporarily suspend the Fund's normal investment activities. During
such times, as a temporary defensive strategy, the Fund may, but is not required
to, invest in cash or high quality, short-term debt securities, without limit.

Taking a temporary defensive position may prevent a Fund from achieving its
investment objective.


U.S. GOVERNMENT SECURITIES

(Strategic Income Fund) The Fund will invest in U.S. Government securities,
including U.S. Treasuries and securities of various U.S. government agencies.
Agency securities include mortgage-backed securities, which represent interests
in pools of mortgages. The Fund has flexibility to vary its allocation among
different types of U.S. Government securities based upon the Sub-Advisor's
judgement of which types of securities will outperform others. In selecting
investments for the Fund, the Sub-Advisor considers a security's expected
income, together with its potential to rise or fall in price.


STRUCTURE RISK

(Strategic Income Fund) Structure risk is the risk that an event will occur
(such as a security being prepaid or called) that alters the security's cash
flows. Prepayment risk is a particular type of risk that involves both
mortgage-backed securities (which are guaranteed by a U.S. Government agency)
and asset-backed securities (which are interests in pools of debt securities).
Prepayment risk is the possibility that asset-backed securities may be prepaid
if the underlying debt securities are prepaid. Prepayment risk for
mortgage-backed securities is the possibility that, as interest rates fall,
homeowners are more likely to refinance their home mortgages. When mortgages are
refinanced, the principal on mortgage-backed securities is paid earlier than
expected. In an environment of declining interest rates, asset-backed securities
and mortgage-backed securities may offer less potential for gain than other debt
securities. During periods of rising interest rates, these securities have a
high risk of declining in price because the declining prepayment rates
effectively increase the maturity of the securities. In addition, the potential
impact of prepayment on the price of a security may be difficult to predict and
result in greater volatility.


ZERO COUPON BONDS

(Strategic Income Fund) Zero coupon bonds are issued at less than their fair
value and do not make any payments of interest. As a result, these bonds involve
greater credit risk and are subject to greater volatility than bonds that pay
cash interest on a current basis.


                                       13
<PAGE>
OTHER INVESTMENT STRATEGIES AND RISKS


HEDGING STRATEGIES

Each Fund may enter into a number of hedging strategies, including those that
employ futures and options, to gain or reduce exposure to particular securities
or markets. These strategies, which are commonly referred to as derivatives, may
involve the use of financial instruments whose values depend on, or are derived
from the value of an underlying security, an index or a currency. A Fund may use
these strategies for hedging purposes (attempting to offset a potential loss in
one position by establishing an interest in an opposite position) or to adjust
the Fund's duration. Hedging strategies involve the risk that they may
exaggerate a loss, potentially losing more money than the actual cost of the
security, or limit a potential gain. Also, with some hedging strategies there is
the risk that the other party to the transaction may fail to honor its contract
terms, causing a loss to a Fund.


YEAR 2000 COMPLIANCE

Like other investment companies, financial and business organizations and
individuals around the world, the Funds could be adversely affected if the
computer systems used by LASC, the Sub-Advisors and other service providers do
not properly process and calculate date-related information and data from and
after January 1, 2000. This is commonly known as the "Year 2000 Problem." LASC,
the Sub-Advisors, the Funds' distributors and transfer agent (Liberty Companies)
are taking steps that they believe are reasonably designed to address the Year
2000 Problem, including communicating with vendors who furnish services,
software and systems to the Funds, to provide that date-related information and
data can be properly processed after January 1, 2000. Many Fund service
providers and vendors, including the Liberty Companies, are in the process of
making Year 2000 modifications to their software and systems and believe that
such modifications will be completed on a timely basis prior to January 1, 2000.
However, no assurances can be given that all modifications required to ensure
proper data processing and calculation on and after January 1, 2000 will be
timely made or that services to the Fund will not be adversely affected. Some of
the Funds may invest in emerging markets in developing countries and some
reports indicate that developing countries may be behind other countries with
respect to Year 2000 compliance.


                                       14
<PAGE>
                              FINANCIAL HIGHLIGHTS

The financial highlights tables that follow are intended to help you understand
the Funds' financial performance. Information is shown for the Funds' last five
fiscal years, (or shorter period if a Fund commenced operations less than five
years ago) which run from January 1 to December 31. Certain information reflects
financial results for a single fund share. This information has been audited by
PricewaterhouseCoopers LLP, independent accountants, whose report, along with
the Funds' financial statements, is included in the Trust's annual report. 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. You can request a free annual report by writing
Keyport Financial Services Corp. (see back cover for address) or by calling or
writing the Participating Insurance Company which issued your VA contract or VLI
policy.

COLONIAL U.S. STOCK FUND, VARIABLE SERIES

<TABLE>
<CAPTION>
                                                                                                              Period Ended
                                                                    Years Ended December 31,                  December 31,
                                                      1998            1997          1996          1995          1994***
<S>                                                 <C>             <C>            <C>          <C>           <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of year ($)                16.29           14.22         12.36         10.27          10.00

Net investment income (a)                              0.16           0.20           0.19         0.21           0.09

Net realized and unrealized gains on investments       3.12           4.37           2.52         2.84           0.35

Total from investment operations                       3.28           4.57           2.71         3.05           0.44

Less distributions:

   Dividends from net investment income               (0.12)         (0.18)         (0.17)       (0.16)         (0.11)

   In excess of net investment income                  ---           (0.01)          ---           ---            ---

   Dividends from net realized gains                  (0.64)         (2.30)         (0.68)       (0.80)         (0.06)

   In excess of net realized gains                    (0.02)         (0.01)          ---           ---            ---

Total distributions                                   (0.78)         (2.50)         (0.85)       (0.96)         (0.17)

Net asset value, end of year ($)                      18.79          16.29          14.22        12.36          10.27

TOTAL RETURN:
   Total investment return (%) (b)                    20.15          32.23          21.84        29.70(c)        4.40(c)**

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000) ($)                 146,239         96,715         60,855       43,017         15,373

Ratio of net expenses to average net assets (%)        0.90(e)        0.94(e)        0.95(e)      1.00(d)(e)     1.00(d)*

Ratio of net investment income to
   average net assets (%)                              0.88(e)        1.19(e)        1.39(e)      1.72(c)(e)     2.16(c)*

Portfolio turnover ratio (%)                          64              63            77          115             52**
</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 Manager's expense limitation undertaking.

(d)      If the Fund had paid all of its expenses and there had been no
         reimbursement from the Manager, 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.


                                       15
<PAGE>
FINANCIAL HIGHLIGHTS


COLONIAL STRATEGIC INCOME FUND, VARIABLE SERIES

<TABLE>
<CAPTION>
                                                                                                                   Period Ended
                                                                    Years Ended December 31,                       December 31,
                                                        1998          1997            1996            1995            1994***
<S>                                                  <C>             <C>             <C>             <C>              <C>
  PER SHARE OPERATING PERFORMANCE:
  Net asset value, beginning of year ($)               11.15          11.04           10.99           9.79             10.00

  Net investment income (a)                             0.91          0.90            0.92            0.55              0.30

  Net realized and unrealized gains (losses)
     on investments                                    (0.24)         0.11            0.16            1.24             (0.19)

  Total from investment operations                      0.67          1.01            1.08            1.79              0.11

  Less distributions:

     Dividends from net investment income              (0.72)        (0.79)          (0.96)          (0.56)            (0.31)

     In excess of net investment income                (0.02)        (0.05)            ---             ---              ---

     Dividends from net realized gains                  ---          (0.05)          (0.07)          (0.03)            (0.01)

     In excess of net realized gains                    ---          (0.01)            ---             ---              ---

  Total distributions                                  (0.74)        (0.90)          (1.03)          (0.59)            (0.32)

  Net asset value, end of year ($)                     11.08          11.15           11.04           10.99             9.79

  TOTAL RETURN:
     Total investment return (%)(b)                     6.03           9.11(c)         9.83(c)        18.30(c)          1.10(c)**

  RATIOS/SUPPLEMENTAL DATA:
  Net assets, end of year (000) ($)                  118,985         73,175          53,393          48,334           13,342

  Ratio of net expenses to average net assets (%)       0.78(e)        0.80(d)(e)      0.80(d)(e)      0.84(d)(e)       1.00(d)*

  Ratio of net investment income to
     average net assets (%)                             7.92(e)        7.86(c)(e)      8.13(c)(e)      8.08(c)(e)       7.33(c)*

  Portfolio turnover ratio (%)                         50             94             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 Manager's expense limitation undertaking.

(d)      If the Fund had paid all of its expenses and there had been no
         reimbursement from the Manager, these ratios would have been 0.82%,
         0.86%, 0.94% and 1.60% (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.


                                       16
<PAGE>
FINANCIAL HIGHLIGHTS


NEWPORT TIGER FUND, VARIABLE SERIES

<TABLE>
<CAPTION>
                                                                          Years Ended December 31,           Period Ended
                                                                                                             December 31,
                                                                     1998          1997           1996          1995***
<S>                                                                <C>           <C>            <C>          <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of year ($)                               1.71          2.52           2.28           2.00

Net investment income (a)                                            0.03          0.03           0.03           0.01

Net realized and unrealized gains (losses) on investments
   and foreign currency transactions                                (0.14)        (0.81)          0.24           0.29

Total from investment operations                                    (0.11)        (0.78)          0.27           0.30

Less distributions:
   Distributions from net investment income                         (0.03)        (0.02)         (0.02)         (0.01)

   In excess of net investment income                                 ---         (0.01)          ---           (0.01)

   Dividends from net realized gains                                  ---           ---          (0.01)           ---

   In excess of net realized gains                                    ---         (0.00)          ---             ---

Total distributions                                                 (0.03)        (0.03)         (0.03)         (0.02)

Net asset value, end of year ($)                                     1.57          1.71           2.52           2.28

TOTAL RETURN:
   Total investment return (%)(b)                                   (6.43)       (31.14)         11.73          15.00**

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000) ($)                                23,655        24,934         34,642         18,977

Ratio of net expenses to average net assets (%)(c)                   1.30          1.25           1.27           1.75*

Ratio of net investment income to average net assets (%)(c)          2.16          1.14           1.20           0.89*

Portfolio turnover ratio (%)                                        16            27              7             12**
</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.


                                       17
<PAGE>
                             SHAREHOLDER INFORMATION


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


HOW A FUND'S SHARE PRICE IS DETERMINED Each share price is its NAV next
determined. NAV is the difference between the value of a fund's assets and
liabilities divided by the number of shares outstanding. The NAV is determined
at the close of the New York Stock Exchange ("NYSE"), usually 4:00 p.m. Eastern
time, on each business day that the NYSE is open (typically Monday through
Friday).

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

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

We value a security at fair value when events have occurred after the last
available market price and before the close of the NYSE that materially affect
the security's price. In the case of foreign securities, this could include
events occurring after the close of the foreign market and before the close of
the NYSE.

A Fund's foreign securities may trade on days when the NYSE is closed for
trading and Participating Insurance Companies may not purchase or redeem shares.


DIVIDENDS AND DISTRIBUTIONS Each Fund intends to declare and distribute, as
dividends or capital gain 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
investment advisory and administrative fees). Income dividends will be declared
and distributed annually. All net short-term and long-term capital gains of each
Fund realized during the fiscal year are declared and distributed periodically,
no less frequently than annually. All dividends and distributions are reinvested
in additional shares of the Fund at NAV, as of the record date for the
distributions.


TAX CONSEQUENCES Each Fund is treated as a separate entity for federal income
tax purposes and has elected or intends to elect to be treated, and intends to
qualify each year as a "regulated investment company" under Subchapter M of the
Internal Revenue Code (the "Code"). Each Fund must satisfy certain requirements
relating to the sources of its income, diversification of its assets and
distribution of its income to shareholders to qualify as a regulated investment
company. As a regulated investment company, a Fund will not be subject to
federal income tax on any net investment income and net realized capital gains
that are distributed to its shareholders as required under the Code.

In addition, each Fund follows certain portfolio diversification requirements
imposed by the Code on separate accounts of insurance companies relating to the
tax-deferred status of VA contracts and VLI policies. More specific information
on these diversification requirements is contained in the prospectus that
describes a particular VA contract or VLI policy.


                                       18
<PAGE>
FOR MORE INFORMATION

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

You may wish to read the SAI for more information on the Funds and the
securities in which they invest. The SAI is incorporated into this prospectus by
reference, which means that it is considered to be part of this prospectus.

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

Keyport Financial Services Corp.
125 High Street
Boston, MA 02111
1-800-437-4466

or by calling or writing the Participating Insurance Company which issued your
VA contract or VLI policy.

Text-only versions of all Fund documents can be viewed online or downloaded from
the SEC at www.sec.gov.

You can review and copy information about the Funds by visiting the following
location, and you can obtain copies upon payment of a duplicating fee, by
writing the:

Public Reference Room
Securities and Exchange Commission
Washington, DC 20549-6009

Information on the operation of the Public Reference Room may be obtained by
calling 1-800-SEC-0330.

INVESTMENT COMPANY ACT FILE NUMBER:

Liberty Variable Investment Trust :  811-07556

Colonial U.S. Stock Fund, Variable Series
Colonial Strategic Income Fund, Variable Series
Newport Tiger Fund, Variable Series
<PAGE>

                        LIBERTY VARIABLE INVESTMENT TRUST


PROSPECTUS DATED MAY 1, 1999


Colonial Growth and Income Fund, Variable Series
Stein Roe Global Utilities Fund, Variable Series
Colonial U.S. Stock Fund, Variable Series
Colonial Strategic Income Fund, Variable Series
Liberty All-Star Equity Fund, Variable Series
Colonial International Fund for Growth, Variable Series
Newport Tiger Fund, Variable Series




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

                                     * * * *
This Prospectus must be accompanied by a prospectus for your variable annuity
contract or variable life insurance policy. Retain both prospectuses for future
reference.
                                     * * * *
Although trust shares have been registered with the Securities and Exchange
Commission (SEC), the SEC has not approved any shares offered in this prospectus
or determined whether this prospectus is accurate or complete. Any
representation to the contrary is a criminal offense.

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

          NOT FDIC                   MAY LOSE VALUE
          INSURED                   NO BANK GUARANTEE

- ----------------------------- ------------------------------
<PAGE>
                                TABLE OF CONTENTS

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


THE FUNDS ...............................................................     4

Each of these sections discusses the following
topics: Investment Goals, Primary Investment Strategies,
Primary Investment Risks and Performance History
Colonial Growth and Income Fund, Variable Series ........................     4
Stein Roe Global Utilities Fund, Variable Series ........................     6
Colonial U.S. Stock Fund, Variable Series ...............................     8
Colonial Strategic Income Fund, Variable Series..........................    10
Liberty All-Star Equity Fund, Variable Series............................    13
Colonial International Fund for Growth, Variable Series..................    16
Newport Tiger Fund, Variable Series......................................    18


TRUST MANAGEMENT ORGANIZATIONS ..........................................    20

Trustees.................................................................    20
Investment Advisor.......................................................    20
Investment Sub-Advisors and Portfolio Managers...........................    20


OTHER INVESTMENT STRATEGIES AND RISKS ...................................    23

Temporary Defensive Measures.............................................    23
U.S. Government Securities...............................................    23
Structure Risk...........................................................    23
Zero Coupon Bonds........................................................    23
Hedging Strategies.......................................................    24
Year 2000 Compliance.....................................................    24


FINANCIAL HIGHLIGHTS ....................................................    25


SHAREHOLDER INFORMATION .................................................    32

Purchases and Redemptions................................................    32
How a Fund's Share Price is Determined...................................    32
Dividends and Distributions..............................................    32
Tax Consequences.........................................................    32
</TABLE>




                                       2
<PAGE>
                                    THE TRUST

Liberty Variable Investment Trust ("Trust") includes nine separate mutual funds
("Funds"), each with its own investment goal and strategies. This Prospectus
contains information about seven of the Funds in the Trust. Liberty Advisory
Services Corp. ("LASC") is the investment advisor to each Fund. LASC has
appointed a Sub-Advisor for each Fund, all of which are affiliates of LASC. Each
Fund is sub-advised by the following Sub-Advisor:


<TABLE>
<CAPTION>
                                FUND                                                             SUB-ADVISOR
<S>                                                                            <C>
Colonial Growth and Income Fund, Variable Series (Growth & Income Fund)        Colonial Management Associates, Inc. (Colonial)
Colonial International Fund for Growth, Variable Series (International Fund)
Colonial U.S. Stock Fund, Variable Series (U.S. Stock Fund)
Colonial Strategic Income Fund, Variable Series (Strategic Income Fund)

Stein Roe Global Utilities Fund, Variable Series (Global Utilities Fund)       Stein Roe & Farnham Incorporated (Stein Roe)

Newport Tiger Fund, Variable Series (Tiger Fund)                               Newport Fund Management, Inc. (Newport)

Liberty All-Star Equity Fund, Variable Series (All-Star Equity Fund)           Liberty Asset Management Company (LAMCO)
</TABLE>

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

The Trust's Funds are investment options under variable annuity contracts ("VA
contracts") and variable life insurance policies ("VLI policies") issued by life
insurance companies ("Participating Insurance Companies"). Some (but not all)
Participating Insurance Companies are affiliated with the investment advisor to
the Funds. Participating Insurance Companies invest in the Funds through
separate accounts that they set up for that purpose. Owners of VA contracts and
of VLI policies invest in sub-accounts of those separate accounts through
instructions they give to their insurance company. The principal underwriters of
the Fund are Keyport Financial Services Corp. ("KFSC") and Liberty Funds
Distributor, Inc. ("LFD"). KFSC serves as principal underwriter of the shares of
the portfolios of the Trust with respect to the sale of shares to Participating
Insurance Companies that are affiliated with LASC and LFD serves as principal
underwriter with respect to the sale of shares to Participating Insurance
Companies that are not affiliated with LASC. KFSC and LFD are affiliates of
LASC.

The prospectuses of the Participating Insurance Companies' separate accounts
describe which Funds are available to the purchasers of their VA contracts and
VLI policies. The Trust assumes no responsibility for those prospectuses.


                                       3
<PAGE>
                                    THE FUNDS


                COLONIAL GROWTH AND INCOME FUND, VARIABLE SERIES


INVESTMENT GOALS

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


PRIMARY INVESTMENT STRATEGIES

The Fund invests in both U.S. and foreign common stocks. In selecting stocks for
the Fund, Colonial invests primarily in "value" stocks, but may also invest in
"growth" stocks of medium and large capitalized companies. Colonial generally
selects stocks which, when purchased, fall into one of the following categories:

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

         2.       Companies which have a record of consistent earnings growth
                  that may provide above average stability or value in turbulent
                  markets; or

         3.       Companies with anticipated business growth prospects that
                  represent above average value.

Colonial assesses whether a company's prospects are "above average." Colonial
makes this judgement subjectively, based upon available information.



PRIMARY INVESTMENT RISKS

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

Market risk is the risk that the price of a security held by the Fund will fall
due to changing economic, political or market conditions, or due to the
financial condition of the company which issued the security.

Value Stocks are securities of companies that Colonial believes are undervalued.
These companies may have experienced adverse business or industry developments
or may be subject to special risks that have caused the stocks to be out of
favor. If Colonial's assessment of a company's prospects is wrong, the price of
its stock may fall or may not approach the value Colonial has placed on it.

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


                                       4
<PAGE>
THE FUNDS  Colonial Growth and Income Fund, Variable Series

PERFORMANCE HISTORY

The bar chart below shows changes in the Fund's performance from year to year by
illustrating the Fund's total calendar-year returns. The performance table
following the bar chart shows how the Fund's average annual total returns
compare with those of a broad measure of market performance for 1 year, 5 years
and the life of the Fund. We compare the Fund to the Standard & Poor's 500 Index
(S&P 500 Index), an unmanaged index that tracks the performance of a selection
of widely held common stocks and the Lipper Growth & Income - Annuities peer
group average return (Lipper Average). This Lipper Average which is calculated
by Lipper, Inc. is composed of funds with similar investment objectives as the
Fund. Unlike the Fund, indices are not investments, do not incur fees or
expenses and are not professionally managed. It is not possible to invest
directly in an index. The chart and table are intended to illustrate some of the
risks of investing in the Fund by showing the changes in the Fund's performance.
All returns include the reinvestment of dividends and distributions. As with all
mutual funds, past performance does not predict the Fund's future performance.
Performance results include the effect of any expense reduction arrangements. If
these arrangements were not in place, then the performance results would have
been lower. We may cease any reduction arrangements at any time. The Fund's
performance results do not reflect the cost of insurance and separate account
charges which are imposed under your VA contract or VLI policy.


CALENDAR-YEAR TOTAL RETURNS

<TABLE>
<CAPTION>
 1994     1995     1996     1997     1998
 ----     ----     ----     ----     ----
<S>      <C>      <C>      <C>      <C> 
- -0.76%   30.03%   17.89%   28.07%   11.13%
</TABLE>


The Fund's year to date total return through March 31, 1999 was  -0.24%.

Best Quarter:  4th quarter 1998, +16.92%

Worst Quarter: 3rd quarter 1998, -13.57%



AVERAGE ANNUAL TOTAL RETURN - FOR PERIODS ENDED 12/31/98

<TABLE>
<CAPTION>
                                         1 YEAR         5 YEARS        SINCE
                                                                     INCEPTION
                                                                     ON 7/1/93
                                         ------         -------      ---------
<S>                                      <C>            <C>          <C>  
Fund (%)                                  11.13          16.87         16.23
S&P 500 Index (%)                         28.60          24.05          N/A
Lipper Average (%)                        16.37          18.55          N/A
</TABLE>


                                       5
<PAGE>
                STEIN ROE GLOBAL UTILITIES FUND, VARIABLE SERIES


INVESTMENT GOALS

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


PRIMARY INVESTMENT STRATEGIES

Under normal market conditions, the Fund invests primarily in U.S. and foreign
securities of utility companies. Stein Roe diversifies the Fund's investments
among a number of developed countries and market sectors and will have exposure
to at least three countries, including the U.S. In selecting investments for the
Fund, Stein Roe looks primarily for stocks of larger utility companies with
established records.

Utility companies in which the Fund may invest include 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. They also include companies engaged in telecommunications, including
telephone, telegraph, satellite, microwave and other communications media (but
excluding companies primarily engaged in public broadcasting, print media, cable
television or the internet).


PRIMARY INVESTMENT RISKS

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

Utility company securities are subject to special risks. These securities are
especially affected by changes in prevailing interest rates (as interest rates
increase, the value of securities of utility companies tend to decrease, and
vice versa), as well as by general competitive and market forces in the
industry. In addition, utility companies are affected by changes in government
regulation. In particular, the profitability of utilities may in the future be
adversely affected by increased competition resulting from deregulation.

Market risk is the risk that the price of a security held by the Fund will fall
due to changing economic, political or market conditions, or due to the
financial condition of the company which issued the security.

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


                                       6
<PAGE>
THE FUNDS  Stein Roe Global Utilities Fund Variable Series

PERFORMANCE HISTORY

The bar chart below shows changes in the Fund's performance from year to year by
illustrating the Fund's total calendar-year returns. The performance table
following the bar chart shows how the Fund's average annual total returns
compare with those of a broad measure of market performance for 1 year, 5 years
and the life of the Fund. We compare the Fund to the Standard & Poor's Utilities
Index (S&P Index), Lipper Utilities - Annuities peer group average return
(Lipper Average) and Morgan Stanley Capital International World Index ND (MSCI
World Index). The S&P Index is an unmanaged index that tracks the performance of
domestic utilities stocks. The Lipper Average which is calculated by Lipper,
Inc. is composed of funds with similar investment objectives as the Fund. MSCI
World Index is an unmanaged index that tracks the performance of global stocks.
Unlike the Fund, indices are not investments, do not incur fees or expenses and
are not professionally managed. It is not possible to invest directly in an
index. The chart and table are intended to illustrate some of the risks of
investing in the Fund by showing the changes in the Fund's performance. All
returns include the reinvestment of dividends and distributions. As with all
mutual funds, past performance does not predict the Fund's future performance.
Performance results include the effect of any expense reduction arrangements. If
these arrangements were not in place, then the performance results would have
been lower. We may cease any reduction arrangements at any time. The Fund's
performance results do not reflect the cost of insurance and separate account
charges which are imposed under your VA contract or VLI policy.


CALENDAR-YEAR TOTAL RETURNS

<TABLE>
<CAPTION>
 1994     1995     1996     1997     1998
 ----     ----     ----     ----     ----
<S>      <C>      <C>      <C>      <C> 
- -10.27%   35.15%   6.53%   28.75%   18.83%
</TABLE>


The Fund's year to date total return through March 31, 1999 was  -0.58%.

Best Quarter:  4th quarter 1997, +15.29%

Worst Quarter: 1st quarter 1994, -8.91%



AVERAGE ANNUAL TOTAL RETURN - FOR PERIODS ENDED 12/31/98

<TABLE>
<CAPTION>
                                          1 YEAR         5 YEARS        SINCE
                                                                      INCEPTION
                                                                      ON 7/1/93
                                          ------         -------      ---------
<S>                                       <C>            <C>          <C>  
Fund (%)                                   18.33          14.50         12.73
MSCI World Index (%)                       24.34          15.68          N/A
S&P Index (%)                              14.77          13.90          N/A
Lipper Average (%)                         18.61          14.76          N/A
</TABLE>


                                       7
<PAGE>
                    COLONIAL U.S. STOCK FUND, VARIABLE SERIES


INVESTMENT GOAL

The Fund seeks long-term capital growth.


PRIMARY INVESTMENT STRATEGIES

Under normal market conditions, the Fund invests primarily in large
capitalization stocks. These are stocks with market capitalizations of greater
than $3 billion at the time of purchase.

In managing the Fund, Colonial uses a value investing strategy that focuses on
buying stocks cheaply when they are under valued or "out of favor." Colonial
buys stocks that have attractive current prices, consistent operating
performance and/or favorable future growth prospects. Colonial's strategy uses
quantitative analysis supported by fundamental business and financial analyses.


PRIMARY INVESTMENT RISKS

The primary risk of investing in the Fund is described below. There are many
circumstances (including additional risks that are not described here) which
could cause you to lose money by investing in the Fund or prevent the Fund from
achieving its goal.

Market risk is the risk that the price of a security held by the Fund will fall
due to changing economic, political or market conditions, or due to the
financial condition of the company which issued the security.


                                       8
<PAGE>
THE FUNDS  Colonial U.S. Stock Fund, Variable Series


PERFORMANCE HISTORY
The bar chart below shows changes in the Fund's performance from year to year by
illustrating the Fund's total calendar-year returns. The performance table
following the bar chart shows how the Fund's average annual total returns
compare with those of a broad measure of market performance for 1 year and the
life of the Fund. We compare the Fund to the Standard & Poor's 500 Index (S&P
Index), an unmanaged index that tracks the performance of a selection of widely
held common stocks and the Lipper Growth & Income - Annuities peer group average
return (Lipper Average). This Lipper Average which is calculated by Lipper, Inc.
is composed of funds with similar investment objectives as the Fund. Unlike the
Fund, indices are not investments, do not incur fees or expenses and are not
professionally managed. It is not possible to invest directly in an index. The
chart and table are intended to illustrate some of the risks of investing in the
Fund by showing the changes in the Fund's performance. All returns include the
reinvestment of dividends and distributions. As with all mutual funds, past
performance does not predict the Fund's future performance. Performance results
include the effect of any expense reduction arrangements. If these arrangements
were not in place, then the performance results would have been lower. We may
cease any reduction arrangements at any time. The Fund's performance results do
not reflect the cost of insurance and separate account charges which are imposed
under your VA contract or VLI policy.


CALENDAR-YEAR TOTAL RETURNS

<TABLE>
<CAPTION>
 1995     1996     1997     1998
 ----     ----     ----     ----
<S>      <C>      <C>      <C>
29.70%   21.84%   32.23%   20.15%
</TABLE>


The Fund's year to date total return through March 31, 1999 was +1.70%.

Best Quarter:  4th quarter 1998, +21.79%

Worst Quarter: 3rd quarter 1998, -14.16%



AVERAGE ANNUAL TOTAL RETURN - FOR PERIODS ENDED 12/31/98

<TABLE>
<CAPTION>
                                              1 YEAR          SINCE
                                                            INCEPTION
                                                            ON 7/5/94
                                              -------       ---------
<S>                                           <C>           <C>  
Fund (%)                                       20.15          23.90
S&P Index (%)                                  28.60           N/A
Lipper Average (%)                             16.37           N/A
</TABLE>


                                       9
<PAGE>
                 COLONIAL STRATEGIC INCOME FUND, VARIABLE SERIES


INVESTMENT GOALS

The Fund seeks as high a level of current income as is consistent with prudent
risk and maximizing total return.


PRIMARY INVESTMENT STRATEGIES

The Fund seeks to achieve its investment goal by investing in:

- -        debt securities issued by the U.S. government;

- -        debt securities issued by foreign governments; and

- -        lower rated corporate debt securities.

Colonial allocates the Fund's investments among these types of securities at any
given time based on its estimate of the expected performance and risk of each
type of investment.

The Fund pursues its investment goal by investing a portion of its assets in
lower rated corporate debt securities. These securities have the following
ratings:

- -        BBB through C by Standard & Poor's Corporation;

- -        Baa through D by Moody's Investor Services, Inc.;

- -        a comparable rating by another nationally recognized rating service; or

- -        the security is unrated and Colonial believes it to be comparable in
         quality to securities having such ratings as noted above.

The Fund may invest in securities issued or guaranteed by foreign governments or
foreign companies, including securities issued in emerging market countries.


PRIMARY INVESTMENT RISKS

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

Market risk is the risk that the price of a security held by the Fund will fall
due to changing economic, political or market conditions, or due to the
financial condition of the company which issued the security.

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

Interest rate risk is the risk of a decline or increase in the price of a bond
when interest rates increase or decline. In general, if interest rates rise,
bond prices fall, and if interest rates fall, bond prices rise. Changes in the
values of bonds usually will not affect the amount of income the Fund receives
from them but will affect the value of the Fund's shares. Interest rate risk is
generally greater for bonds with longer maturities.


                                       10
<PAGE>
THE FUNDS  Colonial Strategic Income Fund, Variable Series

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

Emerging markets are also subject to special risks. The risks of foreign
investments are typically increased in less developed and developing countries.
For example, political and economic structures in these countries may be new and
developing rapidly, which may cause instability. These countries are also more
likely to experience high levels of inflation, deflation or currency
devaluations, which could hurt their economies and securities markets.

Lower rated debt securities are commonly referred to as "junk bonds" and are
considered speculative. Lower quality debt securities involve greater risk of
loss and are less liquid, especially during periods of economic uncertainty or
change, than higher quality debt securities.


                                       11
<PAGE>
THE FUNDS  Colonial Strategic Income Fund, Variable Series

PERFORMANCE HISTORY

The bar chart below shows changes in the Fund's performance from year to year by
illustrating the Fund's total calendar-year returns. The performance table
following the bar chart shows how the Fund's average annual total returns
compare with those of a broad measure of market performance for 1 year and the
life of the Fund. We compare the Fund to the Lehman Brothers
Government/Corporate Bond Index (Lehman Index), an unmanaged index that tracks
the performance of a selection of U.S. government agency, treasury and
investment grade corporate bonds and the Lipper Corporate Bonds Annuities peer
group average return (Lipper Average). This Lipper Average which is calculated
by Lipper, Inc. is composed of funds with similar investment objectives as the
Fund. Unlike the Fund, indices are not investments, do not incur fees or
expenses and are not professionally managed. It is not possible to invest
directly in an index. The chart and table are intended to illustrate some of the
risks of investing in the Fund by showing the changes in the Fund's performance.
All returns include the reinvestment of dividends and distributions. As with all
mutual funds, past performance does not predict the Fund's future performance.
Performance results include the effect of any expense reduction arrangements. If
these arrangements were not in place, then the performance results would have
been lower. We may cease any reduction arrangements at any time. The Fund's
performance results do not reflect the cost of insurance and separate account
charges which are imposed under your VA contract or VLI policy.


CALENDAR-YEAR TOTAL RETURNS

<TABLE>
<CAPTION>
 1995     1996     1997     1998
 ----     ----     ----     ----
<S>      <C>      <C>      <C>
18.30%   9.83%    9.11%    6.03%
</TABLE>


The Fund's year to date total return through March 31, 1999 was +0.99%.

Best Quarter:  1st quarter 1995, +5.62%

Worst Quarter: 1st quarter 1997, -1.00%


AVERAGE ANNUAL TOTAL RETURN - FOR PERIODS ENDED 12/31/98

<TABLE>
<CAPTION>
                                              1 YEAR          SINCE
                                                            INCEPTION
                                                            ON 7/5/94
                                              ------        ---------
<S>                                           <C>           <C> 
Fund (%)                                       6.03           9.75
Lehman Index (%)                               9.47            N/A
Lipper Average (%)                             4.82            N/A
</TABLE>


                                       12
<PAGE>
                  LIBERTY ALL-STAR EQUITY FUND, VARIABLE SERIES


INVESTMENT GOALS

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.


PRIMARY INVESTMENT STRATEGIES

Under normal market conditions, the Fund invests primarily in equity and equity
related securities, which include common stocks, bonds convertible into stocks,
warrants and other rights to purchase stocks.

The Fund's sub-advisor, LAMCO, utilizes a 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). There are
five Portfolio Managers as of the date of this prospectus each of which employs
a different investment style. LAMCO attempts to rebalance 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 for the following reasons:

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

         -        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;

         -        Consequently, by allocating the Fund's portfolio on an
                  approximately equal basis among Portfolio Managers employing
                  different styles, the impact of any one 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

         -        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.

The Fund's current Portfolio Managers and investment styles are:

         -        J. P. Morgan Investment Management Inc. uses a value approach
                  by investing in companies that are diversified across all
                  sectors and that are undervalued relative to the firm's
                  projected growth rates.

         -        Oppenheimer Capital uses a value approach by investing in
                  companies that exhibit the ability to generate excess cash
                  flow while earning high returns on invested capital.

         -        Boston Partners Asset Management, L.P. uses a value approach
                  by investing in companies with low price-to-earnings and
                  price-to-book ratios where a catalyst for positive change has
                  been identified.

         -        Westwood Management Corporation uses a growth approach by
                  investing in growth companies selling at reasonable valuations
                  based on the firm's earnings projections which are not yet
                  reflected in consensus estimates.

         -        Wilke/Thompson Capital Management, Inc. uses a growth approach
                  by investing in companies that demonstrate the ability to
                  sustain strong secular growth across a broad range of market
                  capitalizations.

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 FUNDS  Liberty All-Star Equity Fund, Variable Series

LAMCO also may recommend Portfolio Manager changes to change the mix of
investment styles employed by the Fund's Portfolio Managers. The Board of
Trustees must approve all Portfolio Manager changes. LAMCO is also the manager
of Liberty All-Star Equity Fund, a multi-managed, closed-end fund. This 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.

The Fund will 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.


PRIMARY INVESTMENT RISKS

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

Market risk is the risk that the price of a security held by the Fund will fall
due to changing economic, political or market conditions, or due to the
financial condition of the company which issued the security.


                                       14
<PAGE>
THE FUNDS  Liberty All-Star Equity Fund, Variable Series

PERFORMANCE HISTORY

The bar chart below shows the Fund's performance by illustrating the Fund's
total calendar-year return. The performance table following the bar chart shows
how the Fund's average annual total returns compare with those of a broad
measure of market performance for one year and the life of the Fund. We compare
the Fund to the Standard & Poor's 500 Index (S&P Index), an unmanaged index that
tracks the performance of a selection of widely held common stocks and the
Lipper Growth & Income - Annuities peer group average return (Lipper Average).
This Lipper Average which is calculated by Lipper, Inc. is composed of funds
with similar investment objectives as the Fund. Unlike the Fund, indices are not
investments, do not incur fees or expenses and are not professionally managed.
It is not possible to invest directly in an index. The chart and table are
intended to illustrate some of the risks of investing in the Fund by showing the
changes in the Fund's performance. All returns include the reinvestment of
dividends and distributions. As with all mutual funds, past performance does not
predict the Fund's future performance. Performance results include the effect of
any expense reduction arrangements. If these arrangements were not in place,
then the performance results would have been lower. We may cease any reduction
arrangements at any time. The Fund's performance results do not reflect the cost
of insurance and separate account charges which are imposed under your VA
contract or VLI policy.


CALENDAR-YEAR TOTAL RETURNS

 1998 -- 18.67%


The Fund's year to date total return through March 31, 1999 was 0.00%.

Best Quarter:  4th quarter 1998, +18.67%

Worst Quarter: 3rd quarter 1998, -12.05%



AVERAGE ANNUAL TOTAL RETURN - FOR PERIODS ENDED 12/31/98

<TABLE>
<CAPTION>
                                              1 YEAR          SINCE
                                                            INCEPTION
                                                           ON 11/17/97
                                              ------       -----------
<S>                                           <C>          <C>  
Fund (%)                                       18.67          17.29
S&P Index (%)                                  28.60           N/A
Lipper Average (%)                             16.37           N/A
</TABLE>


                                       15
<PAGE>
             COLONIAL INTERNATIONAL FUND FOR GROWTH, VARIABLE SERIES


INVESTMENT GOAL

The Fund seeks long-term capital growth.


PRIMARY INVESTMENT STRATEGIES

Under normal market conditions, the Fund invests primarily in equity securities
of companies located outside the United States. The Fund may invest in equity
securities located in any foreign country, including emerging market countries.
The Fund may invest in companies of any size, including small capitalization
stocks. The Fund may also invest in high quality foreign government debt
securities. The Fund generally diversifies its holdings across several different
countries and regions.

The Fund is a non-diversified mutual fund and may invest more than 5% of its
total assets in the securities of a single issuer.

The Fund may invest up to 10% of its assets in shares of other investment
companies. Investing in investment companies may involve payment of duplicate
fees because the Fund, as a shareholder, will indirectly pay a portion of the
other investment company's expenses.


PRIMARY INVESTMENT RISKS

The primary risks of investing in the Fund are described below. There are many
circumstances (including additional risks that are not described here) which
could cause you to lose money by investing in the Fund or prevent the Fund from
achieving its goals. Additionally, as a non-diversified mutual fund, the Fund is
allowed to invest a greater percentage of its total net assets in the securities
of a single company. Therefore, the Fund may have an increased risk of loss
compared to a similar diversified mutual fund.

Market risk is the risk that the price of a security held by the Fund will fall
due to changing economic, political or market conditions, or due to the
financial condition of the company which issued the security.

Interest rate risk is the risk of a decline or increase in the price of a bond
when interest rates increase or decline. In general, if interest rates rise,
bond prices fall, and if interest rates fall, bond prices rise. Changes in the
values of bonds usually will not affect the amount of income the Fund receives
from them but will affect the value of the Fund's shares. Interest rate risk is
generally greater for bonds with longer maturities.

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

Emerging markets are also subject to risk. The risks of foreign investments are
typically increased in less developed and developing countries, which are
sometimes referred to as emerging markets. For example, political and economic
structures in these countries may be new and developing rapidly, which may cause
instability. These countries are also more likely to experience high levels of
inflation, deflation or currency devaluations, which could hurt their economies
and securities markets.

Smaller companies are more likely than larger companies to have limited product
lines, markets or financial resources, and to depend on a small, inexperienced
management team. Stocks of smaller companies may trade less frequently and in
limited volume and their prices may fluctuate more than stocks of other
companies. Stocks of smaller companies may, therefore, be more vulnerable to
adverse developments than those of larger companies.


                                       16
<PAGE>
THE FUNDS  Colonial International Fund for Growth, Variable Series


PERFORMANCE HISTORY

The bar chart below shows changes in the Fund's performance from year to year by
illustrating the Fund's total calendar-year returns. The performance table
following the bar chart shows how the Fund's average annual total returns
compare with those of a broad measure of market performance for 1 year and the
life of the Fund. We compare the Fund to the Morgan Stanley Capital
International EAFE Index (Morgan Stanley Index), an unmanaged index that tracks
the performance of a selection of widely held common stocks and the Lipper
International - Annuities peer group average return (Lipper Average). This
Lipper Average which is calculated by Lipper, Inc. is composed of funds with
similar investment objectives as the Fund. Unlike the Fund, indices are not
investments, do not incur fees or expenses and are not professionally managed.
It is not possible to invest directly in an index. The chart and table are
intended to illustrate some of the risks of investing in the Fund by showing the
changes in the Fund's performance. All returns include the reinvestment of
dividends and distributions. As with all mutual funds, past performance does not
predict the Fund's future performance. Performance results include the effect of
any expense reduction arrangements. If these arrangements were not in place,
then the performance results would have been lower. We may cease any reduction
arrangements at any time. The Fund's performance results do not reflect the cost
of insurance and separate account charges which are imposed under your VA
contract or VLI policy.

CALENDAR-YEAR TOTAL RETURNS

<TABLE>
<CAPTION>
1995     1996      1997     1998
<S>      <C>      <C>      <C>
5.95%    5.61%    -3.27%   12.96%
</TABLE>



The Fund's year to date total return through March 31, 1999 was +1.50%.

Best Quarter:  4th quarter 1998, +17.40%

Worst Quarter: 3rd quarter 1998, -16.04%



AVERAGE ANNUAL TOTAL RETURN - FOR PERIODS ENDED 12/31/98

<TABLE>
<CAPTION>
                                              1 YEAR          SINCE
                                                            INCEPTION
                                                            ON 5/2/94
                                              ------        ---------
<S>                                           <C>           <C> 
Fund (%)                                       12.96          3.00
Morgan Stanley Index (%)                       20.00           N/A
Lipper Average (%)                             13.26           N/A
</TABLE>


                                       17
<PAGE>
                       NEWPORT TIGER FUND, VARIABLE SERIES


INVESTMENT GOAL

The Fund seeks long-term capital appreciation.


PRIMARY INVESTMENT STRATEGIES

Under normal market conditions, the Fund invests primarily in stocks of
companies located in the nine Tiger countries of Asia. The Tigers of Asia are
Hong Kong, Singapore, South Korea, Taiwan, Malaysia, Thailand, Indonesia, The
People's Republic of China and the Philippines. In selecting investments for the
Fund, Newport typically purchases stocks of larger, well-established companies.


PRIMARY INVESTMENT RISKS

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

Market risk is the risk that the price of a security held by the Fund will fall
due to changing economic, political or market conditions, or due to the
financial condition of the company which issued the security.

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

Because the Fund's investments are concentrated in the nine Tiger countries of
Asia, the Fund is particularly susceptible to regional risks. Events in any one
Tiger country may impact the other countries in the Southeast Asian region as a
whole. As a result events in the region will generally have a greater effect on
the Fund than if it were more geographically diversified, which may result in
greater losses and volatility.


                                       18
<PAGE>
THE FUNDS  Newport Tiger Fund, Variable Series


PERFORMANCE HISTORY

The bar chart below shows changes in the Fund's performance from year to year by
illustrating the Fund's total calendar-year returns. The performance table
following the bar chart shows how the Fund's average annual total returns
compare with those of a broad measure of market performance for 1 year and the
life of the Fund. We compare the Fund to the Morgan Stanley Capital
International EAFE Index GDP (Morgan Stanley Index), an unmanaged index that
tracks the performance of foreign stocks and the Lipper Pacific Region -
Annuities peer group average return (Lipper Average). This Lipper Average which
is calculated by Lipper, Inc. is composed of funds with similar investment
objectives as the Fund. Unlike the Fund, indices are not investments, do not
incur fees or expenses and are not professionally managed. It is not possible to
invest directly in an index. The chart and table are intended to illustrate some
of the risks of investing in the Fund by showing the changes in the Fund's
performance. All returns include the reinvestment of dividends and
distributions. As with all mutual funds, past performance does not predict the
Fund's future performance. Performance results include the effect of any expense
reduction arrangements. If these arrangements were not in place, then the
performance results would have been lower. We may cease any reduction
arrangements at any time. The Fund's performance results do not reflect the cost
of insurance and separate account charges which are imposed under your VA
contract or VLI policy.


CALENDAR-YEAR TOTAL RETURNS

<TABLE>
<CAPTION>
 1996     1997     1998
 ----     ----     ----
<S>      <C>      <C>
11.73%   -31.14%  -6.43%
</TABLE>

The Fund's year to date total return through March 31, 1999 was +2.55%.

Best Quarter:  4th quarter 1998, +37.93%

Worst Quarter: 2nd quarter 1998, -28.81%



AVERAGE ANNUAL TOTAL RETURN - FOR PERIODS ENDED 12/31/98

<TABLE>
<CAPTION>
                                              1 YEAR          SINCE
                                                            INCEPTION
                                                            ON 5/1/95
                                              ------        ---------
<S>                                           <C>           <C> 
Fund (%)                                       -6.43          -5.01
Morgan Stanley Index (%)                       26.71           N/A
Lipper Average (%)                             -6.46           N/A
</TABLE>


                                       19
<PAGE>
                         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 (SAI) contains names of and
biographical information on the Trustees.


INVESTMENT ADVISOR: LIBERTY ADVISORY SERVICES CORP.

LASC, located at 125 High Street, Boston Massachusetts 02110, is the investment
advisor to the Trust. LASC is an indirect wholly-owned subsidiary of Liberty
Financial Companies, Inc. ("LFC"). LASC has been an investment advisor since
1993. As of March 31, 1999, LASC managed over $727 million in assets. LASC
designates the Trust's Sub-Advisors, evaluates and monitors Sub-Advisors'
performance and investment programs and recommends to the Board of Trustees
whether Sub-Advisors' contracts should be continued or modified and the addition
or deletion of Sub-Advisors. LASC also has the responsibility of administering
the Trust's operations, which it may delegate, at its own expense, to certain
affiliates. LASC has delegated its administrative responsibilities to Colonial
in accordance with this authority.

For the 1998 fiscal year, the Trust paid LASC management fees at the following
annual rates of the average daily net assets of each specified Fund:

<TABLE>
<S>                                                                   <C>  
   Colonial Growth and Income Fund, Variable Series                   0.65%
   Stein Roe Global Utilities Fund, Variable Series                   0.65%
   Colonial U.S. Stock Fund, Variable Series                          0.80%
   Colonial Strategic Income Fund, Variable Series                    0.65%
   Liberty All-Star Equity Fund, Variable Series                      0.80%(1)
   Colonial International Fund for Growth, Variable Series            0.90%
   Newport Tiger Fund, Variable Series                                0.90%
</TABLE>

(1)      The All-Star Equity Fund's advisor has voluntarily agreed to waive a
         portion of its management fee. As a result the actual management fee
         paid to the advisor for the 1998 fiscal year was 0.76%


INVESTMENT SUB-ADVISORS AND PORTFOLIO MANAGERS

The Sub-Advisors manage the assets of the Funds under the supervision of LASC
and the Board of Trustees. Each Sub-Advisor determines which securities and
other instruments are purchased and sold for the Fund(s) it sub-advises.
Each Sub-Advisor is an indirect wholly-owned subsidiary of LFC.

COLONIAL

Colonial, an investment advisor since 1931, is the Sub-Advisor of each of the
Growth & Income Fund, U.S. Stock Fund, Strategic Income Fund and International
Fund. Colonial's principal business address is One Financial Center, Boston,
Massachusetts 02111. As of March 31, 1999, Colonial managed over $16.7 billion
in assets.

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 each specified Fund:

<TABLE>
<S>                                                                   <C>  
   Colonial Growth and Income Fund, Variable Series                   0.45%
   Colonial Small Cap Value Fund, Variable Series                     0.60%
   Colonial U.S. Stock Fund, Variable Series                          0.60%
   Colonial Strategic Income Fund, Variable Series                    0.45%
   Colonial International Fund for Growth, Variable Series            0.70%
</TABLE>


                                       20
<PAGE>
TRUST MANAGEMENT ORGANIZATIONS


Colonial also provides transfer agency, pricing and record keeping services for
the Funds under separate agreements.

John E. Lennon, Senior Vice President of Colonial, has managed the Growth &
Income Fund since 1997 and has managed various other Colonial equity funds since
1982.

Mark Stoeckle has managed the U.S. Stock Fund since December, 1996. Mr. Stoeckle
is a Senior Vice President of Colonial. 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 various Colonial taxable income funds since
1985.

Gita Rao, a Senior Vice President of Colonial, manages the International Fund.
Ms. Rao has managed various other Colonial funds since 1995. Prior to joining
Colonial, she was a global equity analyst at Fidelity Management & Research
Company from 1994 to 1995 and a Vice President in the domestic equity research
group at Kidder, Peabody and Company from 1991 to 1994.


STEIN ROE

Stein Roe, an investment advisor since 1932, is the Sub-Advisor of the Global
Utilities Fund. Stein Roe's principal address is One South Wacker Drive,
Chicago, Illinois 60606. As of March 31, 1999, Stein Roe managed over $30.1
billion in assets.

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.

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, which include managing other Stein Roe and Colonial funds.

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.

LAMCO AND LAMCO'S PORTFOLIO MANAGERS

LAMCO, an investment advisor since 1985, is the Sub-Advisor of the All-Star
Equity Fund. LAMCO's principal address is 600 Atlantic Avenue, 23rd Floor,
Boston, Massachusetts 02210. As of March 31, 1999, LAMCO managed over $1.6
billion in assets.

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 Equity Fund.

LAMCO is a manager of other investment managers which LAMCO recommends to the
Board of Trustees for appointment pursuant to a portfolio management agreement
among the Trust, LAMCO and the Portfolio Manager. That management agreement
permits each Portfolio Manager to have full investment discretion and authority
over investment of a portion of the Fund's assets.

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


                                       21
<PAGE>
TRUST MANAGEMENT ORGANIZATIONS

No one individual at LAMCO is responsible for LAMCO's investment management of
the All-Star Equity Fund. The following individuals who work for the indicated
Portfolio Managers manage a portion of All-Star Equity Fund's assets:

- -        Henry D. Cavanna, Managing Director of J.P. Morgan Investment
         Management, Inc.

- -        John Lindenthal, Managing Director of Oppenheimer Capital

- -        Mark Donovan, Chairman, Equity Strategy Committee, of Boston Partners
         Asset Management, L.P.

- -        Susan M. Byrne, President and Chief Executive Officer of Westwood
         Management Corp.

- -        Mark A. Thompson, Chairman and Chief Investment Officer of
         Wilke/Thompson Capital Management, Inc.

A more complete description of each Portfolio Manager is included in the SAI.
The Trust and LAMCO have received an exemptive order from the SEC that permits
the All-Star Equity Fund to change Portfolio Managers without a vote of the
shareholders. Information regarding any new Portfolio Manager is sent to holders
of VA contracts and VLI policies within 90 days following the effective date of
the change.


NEWPORT

Newport, an investment advisor since 1987, is the Sub-Advisor of the Tiger Fund.
Newport's principal address is 580 California Street, Suite 1960, San Francisco,
California 94104. As of March 31, 1999, Newport managed over $843.1 million in
assets.

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.

Thomas R. Tuttle and Lynda Couch, Senior Vice President and Vice President,
respectively, of Newport, co-manage the Fund. Mr. Tuttle has co-managed other
Newport Funds since November, 1995. Mr. Tuttle has been an officer of Newport
since 1984. Ms. Couch has managed other Newport Funds since April, 1995. Ms.
Couch has been an officer of Newport since 1994.

The mutual funds and institutional investment advisory business of both Stein
Roe and Colonial are managed together by a combined management team of employees
from both companies. Colonial also shares personnel, facilities and systems with
Stein Roe that may be used in providing administrative services to the Fund.


AFFILIATED BROKER/DEALER

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


                                       22
<PAGE>
                      OTHER INVESTMENT STRATEGIES AND RISKS


Each Fund's primary investments and its risks are described above in its
individual description. This section describes other investments a Fund may make
and the risks associated with them. In seeking to achieve its goal, each Fund
may invest in various types of securities and engage in various investment
techniques which are not the principle focus of the Fund and therefore are not
described in this prospectus. These types of securities and investment practices
are identified and discussed in the Funds' SAI, which you may obtain free of
charge (see back cover). Approval by the Funds' shareholders is not required to
modify or change any of the Funds' investment goals or investment strategies.


TEMPORARY DEFENSIVE MEASURES

With the exception of the All-Star Equity Fund, each Fund's Sub-Advisor may
determine that adverse market conditions make it desirable to temporarily
suspend the Fund's normal investment activities. During such times, as a
temporary defensive strategy, the Fund may, but is not required to, invest in
cash or high quality, short-term debt securities, without limit.

Taking a temporary defensive position may prevent a Fund from achieving its
investment objective.


U.S. GOVERNMENT SECURITIES

(Strategic Income Fund) The Fund will invest in U.S. Government securities,
including U.S. Treasuries and securities of various U.S. government agencies.
Agency securities include mortgage-backed securities, which represent interests
in pools of mortgages. The Fund has flexibility to vary its allocation among
different types of U.S. Government securities based upon the Sub-Advisor's
judgement of which types of securities will outperform others. In selecting
investments for the Fund, the Sub-Advisor considers a security's expected
income, together with its potential to rise or fall in price.


STRUCTURE RISK

(Strategic Income Fund) Structure risk is the risk that an event will occur
(such as a security being prepaid or called) that alters the security's cash
flows. Prepayment risk is a particular type of risk that involves both
mortgage-backed securities (which are guaranteed by a U.S. Government agency)
and asset-backed securities (which are interests in pools of debt securities).
Prepayment risk is the possibility that asset-backed securities may be prepaid
if the underlying debt securities are prepaid. Prepayment risk for
mortgage-backed securities is the possibility that, as interest rates fall,
homeowners are more likely to refinance their home mortgages. When mortgages are
refinanced, the principal on mortgage-backed securities is paid earlier than
expected. In an environment of declining interest rates, asset-backed securities
and mortgage-backed securities may offer less potential for gain than other debt
securities. During periods of rising interest rates, these securities have a
high risk of declining in price because the declining prepayment rates
effectively increase the maturity of the securities. In addition, the potential
impact of prepayment on the price of a security may be difficult to predict and
result in greater volatility.


ZERO COUPON BONDS

(Global Utilities Fund, Strategic Income Fund) Zero coupon bonds are issued at
less than their fair value and do not make any payments of interest. As a
result, these bonds involve greater credit risk and are subject to greater
volatility than bonds that pay cash interest on a current basis.


                                       23
<PAGE>
OTHER INVESTMENT STRATEGIES AND RISKS


HEDGING STRATEGIES

Each Fund may enter into a number of hedging strategies, including those that
employ futures and options, to gain or reduce exposure to particular securities
or markets. These strategies, which are commonly referred to as derivatives, may
involve the use of financial instruments whose values depend on, or are derived
from the value of an underlying security, an index or a currency. A Fund may use
these strategies for hedging purposes (attempting to offset a potential loss in
one position by establishing an interest in an opposite position) or to adjust
the Fund's duration. Hedging strategies involve the risk that they may
exaggerate a loss, potentially losing more money than the actual cost of the
security, or limit a potential gain. Also, with some hedging strategies there is
the risk that the other party to the transaction may fail to honor its contract
terms, causing a loss to a Fund.


YEAR 2000 COMPLIANCE

Like other investment companies, financial and business organizations and
individuals around the world, the Funds could be adversely affected if the
computer systems used by LASC, the Sub-Advisors and other service providers do
not properly process and calculate date-related information and data from and
after January 1, 2000. This is commonly known as the "Year 2000 Problem." LASC,
the Sub-Advisors, the Funds' distributors and transfer agent (Liberty Companies)
are taking steps that they believe are reasonably designed to address the Year
2000 Problem, including communicating with vendors who furnish services,
software and systems to the Funds, to provide that date-related information and
data can be properly processed after January 1, 2000. Many Fund service
providers and vendors, including the Liberty Companies, are in the process of
making Year 2000 modifications to their software and systems and believe that
such modifications will be completed on a timely basis prior to January 1, 2000.
However, no assurances can be given that all modifications required to ensure
proper data processing and calculation on and after January 1, 2000 will be
timely made or that services to the Fund will not be adversely affected. Some of
the Funds invest in emerging markets in developing countries and some reports
indicate that developing countries may be behind other countries with respect to
Year 2000 Compliance.


                                       24
<PAGE>
                              FINANCIAL HIGHLIGHTS


The financial highlights tables that follow are intended to help you understand
the Funds' financial performance. Information is shown for the Funds' last five
fiscal years, (or shorter period if a Fund commenced operations less than five
years ago) which run from January 1 to December 31. Certain information reflects
financial results for a single fund share. This information has been audited by
PricewaterhouseCoopers LLP, independent accountants, whose report, along with
the Funds' financial statements, is included in the Trust's annual report. 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. You can request a free annual report by writing
Keyport Financial Services Corp. (see back cover for address) or by calling or
writing the Participating Insurance Company which issued your VA contract or VLI
policy.


COLONIAL GROWTH AND INCOME FUND, VARIABLE SERIES

<TABLE>
<CAPTION>
                                                                     Years Ended December 31,
                                                      1998         1997        1996        1995        1994
<S>                                                 <C>          <C>          <C>         <C>         <C>   
 PER SHARE OPERATING PERFORMANCE:
 Net asset value, beginning of period ($)             15.34        13.96       12.60       10.03       10.36
- ------------------------------------------------------------------------------------------------------------
 Net investment income (a)                             0.20         0.28        0.28        0.29        0.26
- ------------------------------------------------------------------------------------------------------------
 Net realized and unrealized gains (losses) on
    investments and foreign currency transactions      1.50         3.75        1.98        2.72       (0.34)
- ------------------------------------------------------------------------------------------------------------
 Total from investment operations                      1.70         4.03        2.26        3.01       (0.08)
- ------------------------------------------------------------------------------------------------------------
 Less distributions:
- ------------------------------------------------------------------------------------------------------------
    Dividends from net investment income              (0.18)       (0.27)      (0.28)      (0.25)      (0.25)
- ------------------------------------------------------------------------------------------------------------
    In excess of net investment income                (0.00)       (0.01)         --          --          --
- ------------------------------------------------------------------------------------------------------------
    Dividends from net realized gains                 (0.47)       (2.37)      (0.62)      (0.19)         --
- ------------------------------------------------------------------------------------------------------------
    In excess of net realized gains                   (0.00)          --          --          --          --
- ------------------------------------------------------------------------------------------------------------
 Total distributions                                  (0.65)       (2.65)      (0.90)      (0.44)      (0.25)
- ------------------------------------------------------------------------------------------------------------
Net asset value, end of year ($)                      16.39        15.34       13.96       12.60       10.03
- ------------------------------------------------------------------------------------------------------------
 TOTAL RETURN:
   Total investment return (%) (b)                    11.13        28.97       17.89       30.03       (0.76)
- ------------------------------------------------------------------------------------------------------------
 RATIOS/SUPPLEMENTAL DATA:
 Net assets, end of year (000) ($)                  149,820      106,909      93,247      71,070      48,052
- ------------------------------------------------------------------------------------------------------------
 Ratio of net expenses to average net assets (%)       0.76(c)      0.79(c)     0.79(c)     0.81(c)     0.87
- ------------------------------------------------------------------------------------------------------------
 Ratio of net investment income to                     1.24(c)      1.77(c)     2.02(c)     2.51(c)     2.82
    average net assets (%)
- ------------------------------------------------------------------------------------------------------------
 Portfolio turnover ratio (%)                            28           60          24          79          55
</TABLE>

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

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

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


                                       25
<PAGE>
FINANCIAL HIGHLIGHTS


STEIN ROE GLOBAL UTILITIES FUND, VARIABLE SERIES

<TABLE>
<CAPTION>
                                                                        Years Ended December 31,
                                                      1998          1997          1996          1995          1994
<S>                                                 <C>           <C>           <C>           <C>            <C>   
  PER SHARE OPERATING PERFORMANCE:
  Net asset value, beginning of year ($)              11.92         10.70         10.50          8.11          9.65
- -------------------------------------------------------------------------------------------------------------------
  Net investment income (a)                            0.24          0.46          0.46          0.46          0.54
- -------------------------------------------------------------------------------------------------------------------
  Net realized and unrealized gains (losses)                                                                             
     on investments                                    1.93          2.62          0.23          2.39         (1.53)
- -------------------------------------------------------------------------------------------------------------------
  Total from investment operations                     2.17          3.08          0.69          2.85         (0.99)
- -------------------------------------------------------------------------------------------------------------------
  Less distributions:
- -------------------------------------------------------------------------------------------------------------------
     Dividends from net investment income             (0.21)        (0.48)        (0.49)        (0.46)        (0.55)
- -------------------------------------------------------------------------------------------------------------------
     In excess of net investment income               (0.01)         ---           ---           ---            ---
- -------------------------------------------------------------------------------------------------------------------
     Dividends from net realized gains                (0.11)        (1.38)         ---           ---            ---
- -------------------------------------------------------------------------------------------------------------------
  Total distributions                                 (0.33)        (1.86)        (0.49)        (0.46)        (0.55)
- -------------------------------------------------------------------------------------------------------------------
  Net asset value, end of year ($)                    13.76         11.92         10.70         10.50          8.11
- -------------------------------------------------------------------------------------------------------------------
  TOTAL RETURN:
     Total investment return (%)(b)                   18.33         28.75          6.53         35.15         (10.27)
- -------------------------------------------------------------------------------------------------------------------
  RATIOS/SUPPLEMENTAL DATA:
  Net assets, end of year (000) ($)                  71,186        54,603        47,907        51,597        38,156
- -------------------------------------------------------------------------------------------------------------------
  Ratio of net expenses to average net assets (%)      0.82(c)       0.83(c)       0.81(c)       0.83(c)       0.86
- -------------------------------------------------------------------------------------------------------------------
  Ratio of net investment income to                    1.90(c)       3.96(c)       4.36(c)       4.98(c)       5.80
     average net assets (%)
- -------------------------------------------------------------------------------------------------------------------
  Portfolio turnover ratio (%)                           53            89            14            18            16
</TABLE>

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

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

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


                                       26
<PAGE>
FINANCIAL HIGHLIGHTS

COLONIAL U.S. STOCK FUND, VARIABLE SERIES

<TABLE>
<CAPTION>
                                                                                                                Period Ended
                                                                     Years Ended December 31,                   December 31,
                                                        1998            1997          1996          1995          1994***
<S>                                                   <C>              <C>           <C>         <C>          <C>   
  PER SHARE OPERATING PERFORMANCE:
  Net asset value, beginning of year ($)                16.29           14.22         12.36         10.27          10.00
- ------------------------------------------------------------------------------------------------------------------------------
  Net investment income (a)                              0.16           0.20           0.19         0.21           0.09
- ------------------------------------------------------------------------------------------------------------------------------
  Net realized and unrealized gains on investments       3.12           4.37           2.52         2.84           0.35
- ------------------------------------------------------------------------------------------------------------------------------
  Total from investment operations                       3.28           4.57           2.71         3.05           0.44
- ------------------------------------------------------------------------------------------------------------------------------
  Less distributions:
- ------------------------------------------------------------------------------------------------------------------------------
     Dividends from net investment income               (0.12)         (0.18)         (0.17)       (0.16)         (0.11)
- ------------------------------------------------------------------------------------------------------------------------------
     In excess of net investment income                  ---           (0.01)          ---           ---            ---
- ------------------------------------------------------------------------------------------------------------------------------
     Dividends from net realized gains                  (0.64)         (2.30)         (0.68)       (0.80)         (0.06)
- ------------------------------------------------------------------------------------------------------------------------------
     In excess of net realized gains                    (0.02)         (0.01)          ---           ---            ---
- ------------------------------------------------------------------------------------------------------------------------------
  Total distributions                                   (0.78)         (2.50)         (0.85)       (0.96)         (0.17)
- ------------------------------------------------------------------------------------------------------------------------------
  Net asset value, end of year ($)                      18.79           16.29         14.22        12.36          10.27
- ------------------------------------------------------------------------------------------------------------------------------
  TOTAL RETURN:
     Total investment return (%) (b)                    20.15           32.23         21.84        29.70(c)        4.40(c)**
- ------------------------------------------------------------------------------------------------------------------------------
  RATIOS/SUPPLEMENTAL DATA:
  Net assets, end of period (000) ($)                 146,239          96,715        60,855       43,017         15,373
- ------------------------------------------------------------------------------------------------------------------------------
  Ratio of net expenses to average net assets (%)      0.90(e)         0.94(e)       0.95(e)        1.00(d)(e)     1.00(d)*
- ------------------------------------------------------------------------------------------------------------------------------
  Ratio of net investment income to                                                                                         
     average net assets (%)                            0.88(e)         1.19(e)       1.39(e)        1.72(c)(e)     2.16(c)*
- ------------------------------------------------------------------------------------------------------------------------------
  Portfolio turnover ratio (%)                           64              63            77            115             52**
</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 Manager's expense limitation undertaking.

(d)      If the Fund had paid all of its expenses and there had been no
         reimbursement from the Manager, 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.


                                       27
<PAGE>
FINANCIAL HIGHLIGHTS

COLONIAL STRATEGIC INCOME FUND, VARIABLE SERIES

<TABLE>
<CAPTION>
                                                                                                                   Period Ended
                                                                        Years Ended December 31,                   December 31,
                                                             1998          1997          1996          1995          1994***
<S>                                                       <C>            <C>           <C>           <C>            <C>   
  PER SHARE OPERATING PERFORMANCE:
  Net asset value, beginning of year ($)                    11.15         11.04         10.99          9.79           10.00
- ----------------------------------------------------------------------------------------------------------------------------------
  Net investment income (a)                                  0.91          0.90          0.92          0.55            0.30
- ----------------------------------------------------------------------------------------------------------------------------------
  Net realized and unrealized gains (losses)                                                                                      
     on investments                                         (0.24)         0.11          0.16          1.24           (0.19)
- ----------------------------------------------------------------------------------------------------------------------------------
  Total from investment operations                           0.67          1.01          1.08          1.79            0.11
- ----------------------------------------------------------------------------------------------------------------------------------
  Less distributions:
- ----------------------------------------------------------------------------------------------------------------------------------
     Dividends from net investment income                   (0.72)        (0.79)        (0.96)        (0.56)          (0.31)
- ----------------------------------------------------------------------------------------------------------------------------------
     In excess of net investment income                     (0.02)        (0.05)          ---           ---            ---
- ----------------------------------------------------------------------------------------------------------------------------------
     Dividends from net realized gains                       ---          (0.05)        (0.07)        (0.03)          (0.01)
- ----------------------------------------------------------------------------------------------------------------------------------
     In excess of net realized gains                         ---          (0.01)          ---           ---            ---
- ----------------------------------------------------------------------------------------------------------------------------------
  Total distributions                                       (0.74)        (0.90)        (1.03)        (0.59)          (0.32)
- ----------------------------------------------------------------------------------------------------------------------------------
  Net asset value, end of year ($)                          11.08         11.15         11.04         10.99            9.79
- ----------------------------------------------------------------------------------------------------------------------------------
  TOTAL RETURN:
     Total investment return (%)(b)                          6.03          9.11(c)       9.83(c)      18.30(c)         1.10(c)**
- ----------------------------------------------------------------------------------------------------------------------------------
  RATIOS/SUPPLEMENTAL DATA:
  Net assets, end of year (000) ($)                       118,985        73,175        53,393        48,334          13,342
- ----------------------------------------------------------------------------------------------------------------------------------
  Ratio of net expenses to average net assets (%)          0.78(e)      0.80(d)(e)    0.80(d)(e)    0.84(d)(e)       1.00(d)*
- ----------------------------------------------------------------------------------------------------------------------------------
  Ratio of net investment income to                                                                                               
     average net assets (%)                                7.92(e)      7.86(c)(e)    8.13(c)(e)    8.08(c)(e)       7.33(c)*
- ----------------------------------------------------------------------------------------------------------------------------------
  Portfolio turnover ratio (%)                                50            94            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 Manager's expense limitation undertaking.

(d)      If the Fund had paid all of its expenses and there had been no
         reimbursement from the Manager, these ratios would have been 0.82%,
         0.86%, 0.94% and 1.60% (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.


                                       28
<PAGE>
FINANCIAL HIGHLIGHTS

LIBERTY ALL-STAR EQUITY FUND, VARIABLE SERIES

<TABLE>
<CAPTION>
                                                                 Year Ended     Period Ended
                                                                December 31,    December 31,
                                                                    1998           1997***
<S>                                                              <C>             <C>   
  PER SHARE OPERATING PERFORMANCE:
  Net asset value, beginning of year ($)                           10.07           10.00
- -----------------------------------------------------------------------------------------------
  Net investment income (a)                                         0.06            0.01
- -----------------------------------------------------------------------------------------------
  Net realized and unrealized gains on investments                  1.82            0.07
- -----------------------------------------------------------------------------------------------
  Total from investment operations                                  1.88            0.08
- -----------------------------------------------------------------------------------------------
  Less distributions:
- -----------------------------------------------------------------------------------------------
     Dividends from net investment income                          (0.05)          (0.01)
- -----------------------------------------------------------------------------------------------
     In excess of net investment income                            (0.00)            ---
- -----------------------------------------------------------------------------------------------
  Total distributions                                              (0.05)          (0.01)
- -----------------------------------------------------------------------------------------------
  Net asset value, end of year ($)                                 11.90            10.07
- -----------------------------------------------------------------------------------------------
  TOTAL RETURN:
     Total investment return (%)(b)(c)                             18.67             0.80**
- -----------------------------------------------------------------------------------------------
  RATIOS/SUPPLEMENTAL DATA:
  Net assets, end of period (000) ($)                             44,870           22,228
- -----------------------------------------------------------------------------------------------
  Ratio of net expenses to average net assets (%) (d)(e)            1.00             1.00*
- -----------------------------------------------------------------------------------------------
  Ratio of net investment income to                                                            
     average net assets (%)(c)(e)                                   0.54             0.83*
- -----------------------------------------------------------------------------------------------
  Portfolio turnover ratio (%)                                        70                1**
</TABLE>

*        Annualized.

**       Not Annualized.

***      For the period from the commencement of operations November 17, 1997 to
         December 31, 1997.

(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 Manager's expense limitation undertaking.

(d)      If the Fund had paid all of its expenses and there had been no
         reimbursement from the Manager, this ratio would have been 1.04% and
         1.45% (annualized), respectively.

(e)      The benefits derived from custody credits and directed brokerage
         arrangements had no impact.


                                       29
<PAGE>
FINANCIAL HIGHLIGHTS

COLONIAL INTERNATIONAL FUND FOR GROWTH, VARIABLE SERIES

<TABLE>
<CAPTION>
                                                                    Years Ended December 31,                Period Ended
                                                                                                             December 31,
                                                        1998           1997          1996         1995         1994***
<S>                                                    <C>            <C>           <C>          <C>        <C>   
  PER SHARE OPERATING PERFORMANCE:
  Net asset value, beginning of year ($)                 1.78           1.96          1.97         1.88          2.00
- ----------------------------------------------------------------------------------------------------------------------------
  Net investment income (a)                              0.02           0.02          0.02         0.01           ---
- ----------------------------------------------------------------------------------------------------------------------------
  Net realized and unrealized gains (losses) on                                                                             
     investments and foreign currency transactions       0.21          (0.08)         0.09         0.10         (0.12)
- ----------------------------------------------------------------------------------------------------------------------------
  Total from investment operations                       0.23          (0.06)         0.11         0.11         (0.12)
- ----------------------------------------------------------------------------------------------------------------------------
  Less distributions:
     Dividends from net investment income               (0.00)         (0.02)         ---         (0.02)          ---
- ----------------------------------------------------------------------------------------------------------------------------
     In excess of net investment income                 (0.01)         (0.02)         ---          ---            ---
- ----------------------------------------------------------------------------------------------------------------------------
     Dividends from net realized gains                    ---          (0.08)        (0.12)        ---            ---
- ----------------------------------------------------------------------------------------------------------------------------
  Total distributions                                   (0.01)         (0.12)        (0.12)       (0.02)          ---
- ----------------------------------------------------------------------------------------------------------------------------
  Net asset value, end of year ($)                       2.00           1.78          1.96         1.97          1.88
- ----------------------------------------------------------------------------------------------------------------------------
  TOTAL RETURN:
     Total investment return (%) (b)                    12.96          (3.27)         5.61         5.85         (6.00)**
- ----------------------------------------------------------------------------------------------------------------------------
  RATIOS/SUPPLEMENTAL DATA:
  Net assets, end of period (000) ($)                  52,468         30,600        26,593       22,764        19,146
- ----------------------------------------------------------------------------------------------------------------------------
  Ratio of net expenses to average net assets (%)        1.24(c)        1.34(c)       1.40(c)      1.40(c)       1.74*
- ----------------------------------------------------------------------------------------------------------------------------
  Ratio of net investment income to                                                                                         
     average net assets (%)                              0.77(c)        0.82(c)       0.84(c)      0.75(c)       0.13*
- ----------------------------------------------------------------------------------------------------------------------------
  Portfolio turnover ratio (%)                             28             28           115           40            31**
</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.


                                       30
<PAGE>
FINANCIAL HIGHLIGHTS


NEWPORT TIGER FUND, VARIABLE SERIES

<TABLE>
<CAPTION>
                                                                            Years Ended December 31,          Period Ended
                                                                                                               December 31,
                                                                      1998          1997           1996          1995***
<S>                                                                  <C>           <C>            <C>         <C>   
  PER SHARE OPERATING PERFORMANCE:
  Net asset value, beginning of year ($)                               1.71          2.52           2.28           2.00
- ------------------------------------------------------------------------------------------------------------------------------
  Net investment income (a)                                            0.03          0.03           0.03           0.01
- ------------------------------------------------------------------------------------------------------------------------------
  Net realized and unrealized gains (losses) on investments                                                                   
     and foreign currency transactions                                (0.14)        (0.81)          0.24           0.29
- ------------------------------------------------------------------------------------------------------------------------------
  Total from investment operations                                    (0.11)        (0.78)          0.27           0.30
- ------------------------------------------------------------------------------------------------------------------------------
  Less distributions:
     Distributions from net investment income                         (0.03)        (0.02)         (0.02)         (0.01)
- ------------------------------------------------------------------------------------------------------------------------------
     In excess of net investment income                                 ---         (0.01)          ---           (0.01)
- ------------------------------------------------------------------------------------------------------------------------------
     Dividends from net realized gains                                  ---           ---          (0.01)           ---
- ------------------------------------------------------------------------------------------------------------------------------
     In excess of net realized gains                                    ---         (0.00)          ---             ---
- ------------------------------------------------------------------------------------------------------------------------------
  Total distributions                                                 (0.03)        (0.03)         (0.03)         (0.02)
- ------------------------------------------------------------------------------------------------------------------------------
  Net asset value, end of year ($)                                     1.57          1.71           2.52           2.28
- ------------------------------------------------------------------------------------------------------------------------------
  TOTAL RETURN:
     Total investment return (%)(b)                                   (6.43)       (31.14)         11.73          15.00**
- ------------------------------------------------------------------------------------------------------------------------------
  RATIOS/SUPPLEMENTAL DATA:
  Net assets, end of period (000) ($)                                23,655        24,934         34,642         18,977
- ------------------------------------------------------------------------------------------------------------------------------
  Ratio of net expenses to average net assets (%)(c)                   1.30          1.25           1.27           1.75*
- ------------------------------------------------------------------------------------------------------------------------------
  Ratio of net investment income to average net assets (%)(c)          2.16          1.14           1.20           0.89*
- ------------------------------------------------------------------------------------------------------------------------------
  Portfolio turnover ratio (%)                                           16            27              7             12**
</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.


                                       31
<PAGE>
                             SHAREHOLDER INFORMATION


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


HOW A FUND'S SHARE PRICE IS DETERMINED Each share price is its NAV next
determined. NAV is the difference between the value of a fund's assets and
liabilities divided by the number of shares outstanding. The NAV is determined
at the close of the New York Stock Exchange ("NYSE"), usually 4:00 p.m. Eastern
time, on each business day that the NYSE is open (typically Monday through
Friday).

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

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

We value a security at fair value when events have occurred after the last
available market price and before the close of the NYSE that materially affect
the security's price. In the case of foreign securities, this could include
events occurring after the close of the foreign market and before the close of
the NYSE.

A Fund's foreign securities may trade on days when the NYSE is closed for
trading and Participating Insurance Companies may not purchase or redeem shares.


DIVIDENDS AND DISTRIBUTIONS Each Fund intends to declare and distribute, as
dividends or capital gain 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
investment advisory and administrative fees). Income dividends will be declared
and distributed annually. All net short-term and long-term capital gains of each
Fund realized during the fiscal year are declared and distributed periodically,
no less frequently than annually. All dividends and distributions are reinvested
in additional shares of the Fund at NAV, as of the record date for the
distributions.


TAX CONSEQUENCES Each Fund is treated as a separate entity for federal income
tax purposes and has elected or intends to elect to be treated, and intends to
qualify each year as a "regulated investment company" under Subchapter M of the
Internal Revenue Code (the "Code"). Each Fund must satisfy certain requirements
relating to the sources of its income, diversification of its assets and
distribution of its income to shareholders to qualify as a regulated investment
company. As a regulated investment company, a Fund will not be subject to
federal income tax on any net investment income and net realized capital gains
that are distributed to its shareholders as required under the Code.

In addition, each Fund follows certain portfolio diversification requirements
imposed by the Code on separate accounts of insurance companies relating to the
tax-deferred status of VA contracts and VLI policies. More specific information
on these diversification requirements is contained in the prospectus that
describes a particular VA contract or VLI policy.


                                       32
<PAGE>
FOR MORE INFORMATION

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

You may wish to read the SAI for more information on the Funds and the
securities in which they invest. The SAI is incorporated into this prospectus by
reference, which means that it is considered to be part of this prospectus.

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

Keyport Financial Services Corp.
125 High Street
Boston, MA 02111
1-800-437-4466

or by calling or writing the Participating Insurance Company which issued your
VA contract or VLI policy.

Text-only versions of all Fund documents can be viewed online or downloaded from
the SEC at www.sec.gov.

You can review and copy information about the Funds by visiting the following
location, and you can obtain copies upon payment of a duplicating fee, by
writing the:

Public Reference Room
Securities and Exchange Commission
Washington, DC 20549-6009

Information on the operation of the Public Reference Room may be obtained by
calling 1-800-SEC-0330.

INVESTMENT COMPANY ACT FILE NUMBER:
Liberty Variable Investment Trust :  811-07556

Colonial Growth and Income Fund, Variable Series
Stein Roe Global Utilities Fund, Variable Series
Colonial U.S. Stock Fund, Variable Series
Colonial Strategic Income Fund, Variable Series
Liberty All-Star Equity Fund, Variable Series
Colonial International Fund for Growth, Variable Series
Newport Tiger Fund, Variable Series



<PAGE>

                        LIBERTY VARIABLE INVESTMENT TRUST


 PROSPECTUS DATED MAY 1, 1999


Colonial Growth and Income Fund, Variable Series
Stein Roe Global Utilities Fund, Variable Series
Colonial U.S. Stock Fund, Variable Series
Colonial Strategic Income Fund, Variable Series
Colonial International Fund for Growth, Variable Series
Newport Tiger Fund, Variable Series




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

                                     * * * *

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

                                     * * * *

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



          NOT FDIC                   MAY LOSE VALUE
          INSURED                   NO BANK GUARANTEE
<PAGE>
                                TABLE OF CONTENTS



THE TRUST ...............................................................      3


THE FUNDS ...............................................................      4

Each of these sections discusses the following
topics: Investment Goals, Primary Investment Strategies,
Primary Investment Risks and Performance History
Colonial Growth and Income Fund, Variable Series ........................      4
Stein Roe Global Utilities Fund, Variable Series ........................      6
Colonial U.S. Stock Fund, Variable Series ...............................      8
Colonial Strategic Income Fund, Variable Series .........................     10
Colonial International Fund for Growth, Variable Series .................     13
Newport Tiger Fund, Variable Series .....................................     15


TRUST MANAGEMENT ORGANIZATIONS ..........................................     17

Trustees ................................................................     17
Investment Advisor ......................................................     17
Investment Sub-Advisors and Portfolio Managers ..........................     17


OTHER INVESTMENT STRATEGIES AND RISKS ...................................     19

Temporary Defensive Measures ............................................     19
U.S. Government Securities ..............................................     19
Structure Risk ..........................................................     19
Zero Coupon Bonds .......................................................     19
Hedging Strategies ......................................................     20
Year 2000 Compliance ....................................................     20


FINANCIAL HIGHLIGHTS ....................................................     21


SHAREHOLDER INFORMATION .................................................     27

Purchases and Redemptions ...............................................     27
How a Fund's Share Price is Determined ..................................     27
Dividends and Distributions .............................................     27
Tax Consequences ........................................................     27


                                       2
<PAGE>
                                    THE TRUST

Liberty Variable Investment Trust ("Trust") includes nine separate mutual funds
("Funds"), each with its own investment goal and strategies. This Prospectus
contains information about six of the Funds in the Trust. Liberty Advisory
Services Corp. ("LASC") is the investment advisor to each Fund. LASC has
appointed a Sub-Advisor for each Fund, all of which are affiliates of LASC. Each
Fund is sub-advised by the following Sub-Advisor:


<TABLE>
<CAPTION>
                                      FUND                                                             SUB-ADVISOR
                                      ----                                                             -----------
<S>                                                                                <C>
Colonial Growth and Income Fund, Variable Series (Growth & Income Fund)            Colonial Management Associates, Inc. (Colonial)
Colonial International Fund for Growth, Variable Series (International Fund)
Colonial U.S. Stock Fund, Variable Series (U.S. Stock Fund)
Colonial Strategic Income Fund, Variable Series (Strategic Income Fund)

Stein Roe Global Utilities Fund, Variable Series (Global Utilities Fund)           Stein Roe & Farnham Incorporated (Stein Roe)

Newport Tiger Fund, Variable Series (Tiger Fund)                                   Newport Fund Management, Inc. (Newport)
</TABLE>


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

The Trust's Funds are investment options under variable annuity contracts ("VA
contracts") and variable life insurance policies ("VLI policies") issued by life
insurance companies ("Participating Insurance Companies"). Some (but not all)
Participating Insurance Companies are affiliated with the investment advisor to
the Funds. Participating Insurance Companies invest in the Funds through
separate accounts that they set up for that purpose. Owners of VA contracts and
of VLI policies invest in sub-accounts of those separate accounts through
instructions they give to their insurance company. The principal underwriters of
the Fund are Keyport Financial Services Corp. ("KFSC") and Liberty Funds
Distributor, Inc. ("LFD"). KFSC serves as principal underwriter of the shares of
the portfolios of the Trust with respect to the sale of shares to Participating
Insurance Companies that are affiliated with LASC and LFD serves as principal
underwriter with respect to the sale of shares to Participating Insurance
Companies that are not affiliated with LASC. KFSC and LFD are affiliates of
LASC.

The prospectuses of the Participating Insurance Companies' separate accounts
describe which Funds are available to the purchasers of their VA contracts and
VLI policies. The Trust assumes no responsibility for those prospectuses.


                                       3
<PAGE>
                                    THE FUNDS


                COLONIAL GROWTH AND INCOME FUND, VARIABLE SERIES


INVESTMENT GOALS

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


PRIMARY INVESTMENT STRATEGIES

The Fund invests in both U.S. and foreign common stocks. In selecting stocks for
the Fund, Colonial invests primarily in "value" stocks, but may also invest in
"growth" stocks of medium and large capitalized companies. Colonial generally
selects stocks which, when purchased, fall into one of the following categories:

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

2.       Companies which have a record of consistent earnings growth that may
         provide above average stability or value in turbulent markets; or

3.       Companies with anticipated business growth prospects that represent
         above average value.

Colonial assesses whether a company's prospects are "above average." Colonial
makes this judgement subjectively, based upon available information.



PRIMARY INVESTMENT RISKS

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

Market risk is the risk that the price of a security held by the Fund will fall
due to changing economic, political or market conditions, or due to the
financial condition of the company which issued the security.

Value Stocks are securities of companies that Colonial believes are undervalued.
These companies may have experienced adverse business or industry developments
or may be subject to special risks that have caused the stocks to be out of
favor. If Colonial's assessment of a company's prospects is wrong, the price of
its stock may fall or may not approach the value Colonial has placed on it.

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


                                       4
<PAGE>
THE FUNDS  Colonial Growth and Income Fund, Variable Series


PERFORMANCE HISTORY

The bar chart below shows changes in the Fund's performance from year to year by
illustrating the Fund's total calendar-year returns. The performance table
following the bar chart shows how the Fund's average annual total returns
compare with those of a broad measure of market performance for 1 year, 5 years
and the life of the Fund. We compare the Fund to the Standard & Poor's 500 Index
(S&P 500 Index), an unmanaged index that tracks the performance of a selection
of widely held common stocks and the Lipper Growth & Income - Annuities peer
group average return (Lipper Average). This Lipper Average which is calculated
by Lipper, Inc. is composed of funds with similar investment objectives as the
Fund. Unlike the Fund, indices are not investments, do not incur fees or
expenses and are not professionally managed. It is not possible to invest
directly in an index. The chart and table are intended to illustrate some of the
risks of investing in the Fund by showing the changes in the Fund's performance.
All returns include the reinvestment of dividends and distributions. As with all
mutual funds, past performance does not predict the Fund's future performance.
Performance results include the effect of any expense reduction arrangements. If
these arrangements were not in place, then the performance results would have
been lower. We may cease any reduction arrangements at any time. The Fund's
performance results do not reflect the cost of insurance and separate account
charges which are imposed under your VA contract or VLI policy.


CALENDAR-YEAR TOTAL RETURNS

[BAR CHART]

<TABLE>
<CAPTION>
 1994     1995     1996     1997     1998
 ----     ----     ----     ----     ----
<S>      <C>      <C>      <C>       <C>
- -0.78%   30.03%   17.69%    28.97%   11.13%
</TABLE>

The Fund's year to date total return through March 31, 1999 was -0.24%.

Best Quarter:  4th quarter 1998, +16.92%

Worst Quarter: 3rd quarter 1998, -13.57%



AVERAGE ANNUAL TOTAL RETURN - FOR PERIODS ENDED 12/31/98

<TABLE>
<CAPTION>
                                              1 YEAR         5 YEARS        SINCE
                                                                          INCEPTION
                                                                          ON 7/1/93
<S>                                           <C>            <C>          <C>
Fund (%)                                       11.13          16.87         16.23

S&P 500 Index (%)                              28.60          24.05          N/A

Lipper Average (%)                             16.37          18.55          N/A
</TABLE>


                                       5
<PAGE>
                STEIN ROE GLOBAL UTILITIES FUND, VARIABLE SERIES



INVESTMENT GOALS

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


PRIMARY INVESTMENT STRATEGIES

Under normal market conditions, the Fund invests primarily in U.S. and foreign
securities of utility companies. Stein Roe diversifies the Fund's investments
among a number of developed countries and market sectors and will have exposure
to at least three countries, including the U.S. In selecting investments for the
Fund, Stein Roe looks primarily for stocks of larger utility companies with
established records.

Utility companies in which the Fund may invest include 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. They also include companies engaged in telecommunications, including
telephone, telegraph, satellite, microwave and other communications media (but
excluding companies primarily engaged in public broadcasting, print media, cable
television or the internet).


PRIMARY INVESTMENT RISKS

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

Utility company securities are subject to special risks. These securities are
especially affected by changes in prevailing interest rates (as interest rates
increase, the value of securities of utility companies tend to decrease, and
vice versa), as well as by general competitive and market forces in the
industry. In addition, utility companies are affected by changes in government
regulation. In particular, the profitability of utilities may in the future be
adversely affected by increased competition resulting from deregulation.

Market risk is the risk that the price of a security held by the Fund will fall
due to changing economic, political or market conditions, or due to the
financial condition of the company which issued the security.

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


                                       6
<PAGE>
THE FUNDS  Stein Roe Global Utilities Fund, Variable Series


PERFORMANCE HISTORY

The bar chart below shows changes in the Fund's performance from year to year by
illustrating the Fund's total calendar-year returns. The performance table
following the bar chart shows how the Fund's average annual total returns
compare with those of a broad measure of market performance for 1 year, 5 years
and the life of the Fund. We compare the Fund to the Standard & Poor's Utilities
Index (S&P Index), Lipper Utilities - Annuities peer group average return
(Lipper Average) and Morgan Stanley Capital International World Index ND (MSCI
World Index). The S&P Index is an unmanaged index that tracks the performance of
domestic utilities stocks. The Lipper Average which is calculated by Lipper,
Inc. is composed of funds with similar investment objectives as the Fund. MSCI
World Index is an unmanaged index that tracks the performance of global stocks.
Unlike the Fund, indices are not investments, do not incur fees or expenses and
are not professionally managed. It is not possible to invest directly in an
index. The chart and table are intended to illustrate some of the risks of
investing in the Fund by showing the changes in the Fund's performance. All
returns include the reinvestment of dividends and distributions. As with all
mutual funds, past performance does not predict the Fund's future performance.
Performance results include the effect of any expense reduction arrangements. If
these arrangements were not in place, then the performance results would have
been lower. We may cease any reduction arrangements at any time. The Fund's
performance results do not reflect the cost of insurance and separate account
charges which are imposed under your VA contract or VLI policy.


CALENDAR-YEAR TOTAL RETURNS

[BAR CHART]
<TABLE>
<CAPTION>
 1994     1995     1996     1997     1998
 ----     ----     ----     ----     ----
<S>      <C>      <C>      <C>       <C>
- -10.27%   35.15%   6.53%    28.75%   18.30%
</TABLE>

The Fund's year to date total return through March 31, 1999 was -0.58%.

Best Quarter:  4th quarter 1997, +15.29%

Worst Quarter: 1st quarter 1994, -8.91%



AVERAGE ANNUAL TOTAL RETURN - FOR PERIODS ENDED 12/31/98

<TABLE>
<CAPTION>
                                              1 YEAR         5 YEARS        SINCE
                                                                          INCEPTION
                                                                          ON 7/1/93
<S>                                           <C>            <C>          <C>
Fund (%)                                       18.33          14.50         12.73

MSCI World Index (%)                           24.34          15.68          N/A

S&P Index (%)                                  14.77          13.90          N/A

Lipper Average (%)                             18.61          14.76          N/A
</TABLE>


                                       7
<PAGE>
                    COLONIAL U.S. STOCK FUND, VARIABLE SERIES


INVESTMENT GOAL

The Fund seeks long-term capital growth.


PRIMARY INVESTMENT STRATEGIES

Under normal market conditions, the Fund invests primarily in large
capitalization stocks. These are stocks with market capitalizations of greater
than $3 billion at the time of purchase.

In managing the Fund, Colonial uses a value investing strategy that focuses on
buying stocks cheaply when they are under valued or "out of favor." Colonial
buys stocks that have attractive current prices, consistent operating
performance and/or favorable future growth prospects. Colonial's strategy uses
quantitative analysis supported by fundamental business and financial analyses.


PRIMARY INVESTMENT RISKS

The primary risk of investing in the Fund is described below. There are many
circumstances (including additional risks that are not described here) which
could cause you to lose money by investing in the Fund or prevent the Fund from
achieving its goal.

Market risk is the risk that the price of a security held by the Fund will fall
due to changing economic, political or market conditions, or due to the
financial condition of the company which issued the security.


                                       8
<PAGE>
THE FUNDS  Stein Roe Global Utilities Fund, Variable Series


PERFORMANCE HISTORY

The bar chart below shows changes in the Fund's performance from year to year by
illustrating the Fund's total calendar-year returns. The performance table
following the bar chart shows how the Fund's average annual total returns
compare with those of a broad measure of market performance for 1 year and the
life of the Fund. We compare the Fund to the Standard & Poor's 500 Index (S&P
Index), an unmanaged index that tracks the performance of a selection of widely
held common stocks and the Lipper Growth & Income - Annuities peer group average
return (Lipper Average). This Lipper Average which is calculated by Lipper, Inc.
is composed of funds with similar investment objectives as the Fund. Unlike the
Fund, indices are not investments, do not incur fees or expenses and are not
professionally managed. It is not possible to invest directly in an index. The
chart and table are intended to illustrate some of the risks of investing in the
Fund by showing the changes in the Fund's performance. All returns include the
reinvestment of dividends and distributions. As with all mutual funds, past
performance does not predict the Fund's future performance. Performance results
include the effect of any expense reduction arrangements. If these arrangements
were not in place, then the performance results would have been lower. We may
cease any reduction arrangements at any time. The Fund's performance results do
not reflect the cost of insurance and separate account charges which are imposed
under your VA contract or VLI policy.


CALENDAR-YEAR TOTAL RETURNS

[BAR CHART]
<TABLE>
<CAPTION>
 1995     1996     1997     1998
 ----     ----     ----     ----
<S>      <C>      <C>      <C>
29.70%   21.84%   32.23%   20.15%
</TABLE>


The Fund's year to date total return through March 31, 1999 was +1.70%.

Best Quarter:  4th quarter 1998, +21.79%

Worst Quarter: 3rd quarter 1998, -14.16%



AVERAGE ANNUAL TOTAL RETURN - FOR PERIODS ENDED 12/31/98

<TABLE>
<CAPTION>
                                              1 YEAR          SINCE
                                                          INCEPTION ON
                                                             7/5/94
<S>                                           <C>         <C>
Fund (%)                                       20.15          23.90

S&P Index (%)                                  28.60           N/A

Lipper Average (%)                             16.37           N/A
</TABLE>


                                       9
<PAGE>
                 COLONIAL STRATEGIC INCOME FUND, VARIABLE SERIES


INVESTMENT GOALS

The Fund seeks as high a level of current income as is consistent with prudent
risk and maximizing total return.


PRIMARY INVESTMENT STRATEGIES

The Fund seeks to achieve its investment goal by investing in:

- -        debt securities issued by the U.S. government;

- -        debt securities issued by foreign governments; and

- -        lower rated corporate debt securities.

Colonial allocates the Fund's investments among these types of securities at any
given time based on its estimate of the expected performance and risk of each
type of investment.

The Fund pursues its investment goal by investing a portion of its assets in
lower rated corporate debt securities. These securities have the following
ratings:

- -        BBB through C by Standard & Poor's Corporation;

- -        Baa through D by Moody's Investor Services, Inc.;

- -        a comparable rating by another nationally recognized rating service; or

- -        the security is unrated and Colonial believes it to be comparable in
         quality to securities having such ratings as noted above.

The Fund may invest in securities issued or guaranteed by foreign governments or
foreign companies, including securities issued in emerging market countries.


PRIMARY INVESTMENT RISKS

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

Market risk is the risk that the price of a security held by the Fund will fall
due to changing economic, political or market conditions, or due to the
financial condition of the company which issued the security.

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

Interest rate risk is the risk of a decline or increase in the price of a bond
when interest rates increase or decline. In general, if interest rates rise,
bond prices fall, and if interest rates fall, bond prices rise. Changes in the
values of bonds usually will not affect the amount of income the Fund receives
from them but will affect the value of the Fund's shares. Interest rate risk is
generally greater for bonds with longer maturities.


                                       10
<PAGE>
THE FUNDS  Colonial Strategic Income Fund, Variable Series


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

Emerging markets are also subject to special risks. The risks of foreign
investments are typically increased in less developed and developing countries.
For example, political and economic structures in these countries may be new and
developing rapidly, which may cause instability. These countries are also more
likely to experience high levels of inflation, deflation or currency
devaluations, which could hurt their economies and securities markets.

Lower rated debt securities are commonly referred to as "junk bonds" and are
considered speculative. Lower quality debt securities involve greater risk of
loss and are less liquid, especially during periods of economic uncertainty or
change, than higher quality debt securities.


                                       11
<PAGE>
THE FUNDS  Colonial Strategic Income Fund, Variable Series


PERFORMANCE HISTORY

The bar chart below shows changes in the Fund's performance from year to year by
illustrating the Fund's total calendar-year returns. The performance table
following the bar chart shows how the Fund's average annual total returns
compare with those of a broad measure of market performance for 1 year and the
life of the Fund. We compare the Fund to the Lehman Brothers
Government/Corporate Bond Index (Lehman Index), an unmanaged index that tracks
the performance of a selection of U.S. government agency, treasury and
investment grade corporate bonds and the Lipper Corporate Bonds Annuities peer
group average return (Lipper Average). This Lipper Average which is calculated
by Lipper, Inc. is composed of funds with similar investment objectives as the
Fund. Unlike the Fund, indices are not investments, do not incur fees or
expenses and are not professionally managed. It is not possible to invest
directly in an index. The chart and table are intended to illustrate some of the
risks of investing in the Fund by showing the changes in the Fund's performance.
All returns include the reinvestment of dividends and distributions. As with all
mutual funds, past performance does not predict the Fund's future performance.
Performance results include the effect of any expense reduction arrangements. If
these arrangements were not in place, then the performance results would have
been lower. We may cease any reduction arrangements at any time. The Fund's
performance results do not reflect the cost of insurance and separate account
charges which are imposed under your VA contract or VLI policy.


CALENDAR-YEAR TOTAL RETURNS

[BAR GRAPH]
<TABLE>
<CAPTION>
 1995     1996     1997     1998
 ----     ----     ----     ----
<S>      <C>      <C>      <C>
18.30%   9.83%    9.11%    6.03%
</TABLE>


The Fund's year to date total return through March 31, 1999 was +0.99%.

Best Quarter:  1st quarter 1995, +5.62%

Worst Quarter: 1st quarter 1997, -1.00%



AVERAGE ANNUAL TOTAL RETURN - FOR PERIODS ENDED 12/31/98

<TABLE>
<CAPTION>
                                              1 YEAR          SINCE
                                                          INCEPTION ON
                                                             7/5/94
<S>                                           <C>         <C>
Fund (%)                                       6.03           9.75

Lehman Index (%)                               9.47            N/A

Lipper Average (%)                             4.82            N/A
</TABLE>


                                       12
<PAGE>
             COLONIAL INTERNATIONAL FUND FOR GROWTH, VARIABLE SERIES



INVESTMENT GOAL

The Fund seeks long-term capital growth.


PRIMARY INVESTMENT STRATEGIES

Under normal market conditions, the Fund invests primarily in equity securities
of companies located outside the United States. The Fund may invest in equity
securities located in any foreign country, including emerging market countries.
The Fund may invest in companies of any size, including small capitalization
stocks. The Fund may also invest in high quality foreign government debt
securities. The Fund generally diversifies its holdings across several different
countries and regions.

The Fund is a non-diversified mutual fund and may invest more than 5% of its
total assets in the securities of a single issuer.

The Fund may invest up to 10% of its assets in shares of other investment
companies. Investing in investment companies may involve payment of duplicate
fees because the Fund, as a shareholder, will indirectly pay a portion of the
other investment company's expenses.


PRIMARY INVESTMENT RISKS

The primary risks of investing in the Fund are described below. There are many
circumstances (including additional risks that are not described here) which
could cause you to lose money by investing in the Fund or prevent the Fund from
achieving its goals. Additionally, as a non-diversified mutual fund, the Fund is
allowed to invest a greater percentage of its total net assets in the securities
of a single company. Therefore, the Fund may have an increased risk of loss
compared to a similar diversified mutual fund.

Market risk is the risk that the price of a security held by the Fund will fall
due to changing economic, political or market conditions, or due to the
financial condition of the company which issued the security.

Interest rate risk is the risk of a decline or increase in the price of a bond
when interest rates increase or decline. In general, if interest rates rise,
bond prices fall, and if interest rates fall, bond prices rise. Changes in the
values of bonds usually will not affect the amount of income the Fund receives
from them but will affect the value of the Fund's shares. Interest rate risk is
generally greater for bonds with longer maturities.

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

Emerging markets are also subject to risk. The risks of foreign investments are
typically increased in less developed and developing countries, which are
sometimes referred to as emerging markets. For example, political and economic
structures in these countries may be new and developing rapidly, which may cause
instability. These countries are also more likely to experience high levels of
inflation, deflation or currency devaluations, which could hurt their economies
and securities markets.

Smaller companies are more likely than larger companies to have limited product
lines, markets or financial resources, and to depend on a small, inexperienced
management team. Stocks of smaller companies may trade less frequently and in
limited volume and their prices may fluctuate more than stocks of other
companies. Stocks of smaller companies may, therefore, be more vulnerable to
adverse developments than those of larger companies.


                                       13
<PAGE>
THE FUNDS  Colonial International Fund for Growth, Variable Series


PERFORMANCE HISTORY

The bar chart below shows changes in the Fund's performance from year to year by
illustrating the Fund's total calendar-year returns. The performance table
following the bar chart shows how the Fund's average annual total returns
compare with those of a broad measure of market performance for 1 year and the
life of the Fund. We compare the Fund to the Morgan Stanley Capital
International EAFE Index (Morgan Stanley Index), an unmanaged index that tracks
the performance of a selection of widely held common stocks and the Lipper
International - Annuities peer group average return (Lipper Average). This
Lipper Average which is calculated by Lipper, Inc. is composed of funds with
similar investment objectives as the Fund. Unlike the Fund, indices are not
investments, do not incur fees or expenses and are not professionally managed.
It is not possible to invest directly in an index. The chart and table are
intended to illustrate some of the risks of investing in the Fund by showing the
changes in the Fund's performance. All returns include the reinvestment of
dividends and distributions. As with all mutual funds, past performance does not
predict the Fund's future performance. Performance results include the effect of
any expense reduction arrangements. If these arrangements were not in place,
then the performance results would have been lower. We may cease any reduction
arrangements at any time. The Fund's performance results do not reflect the cost
of insurance and separate account charges which are imposed under your VA
contract or VLI policy.

CALENDAR-YEAR TOTAL RETURNS

[BAR CHART]
<TABLE>
<CAPTION>
 1995     1996     1997     1998
 ----     ----     ----     ----
<S>      <C>      <C>      <C>
5.85%    5.61%    -3.27%   12.96%
</TABLE>


The Fund's year to date total return through March 31, 1999 was +1.50%.

Best Quarter:  4th quarter 1998, +17.40%

Worst Quarter: 3rd quarter 1998, -16.04%



AVERAGE ANNUAL TOTAL RETURN - FOR PERIODS ENDED 12/31/98

<TABLE>
<CAPTION>
                                              1 YEAR          SINCE
                                                          INCEPTION ON
                                                             5/2/94
<S>                                           <C>         <C>
Fund (%)                                       12.96          3.00

Morgan Stanley Index (%)                       20.00           N/A

Lipper Average (%)                             13.26           N/A
</TABLE>


                                       14
<PAGE>
                      NEWPORT TIGER FUND, VARIABLE SERIES



INVESTMENT GOAL

The Fund seeks long-term capital appreciation.


PRIMARY INVESTMENT STRATEGIES

Under normal market conditions, the Fund invests primarily in stocks of
companies located in the nine Tiger countries of Asia. The Tigers of Asia are
Hong Kong, Singapore, South Korea, Taiwan, Malaysia, Thailand, Indonesia, The
People's Republic of China and the Philippines. In selecting investments for the
Fund, Newport typically purchases stocks of larger, well-established companies.


PRIMARY INVESTMENT RISKS

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

Market risk is the risk that the price of a security held by the Fund will fall
due to changing economic, political or market conditions, or due to the
financial condition of the company which issued the security.

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

Because the Fund's investments are concentrated in the nine Tiger countries of
Asia, the Fund is particularly susceptible to regional risks. Events in any one
Tiger country may impact the other countries in the Southeast Asian region as a
whole. As a result events in the region will generally have a greater effect on
the Fund than if it were more geographically diversified, which may result in
greater losses and volatility.


                                       15
<PAGE>
THE FUNDS Newport Tiger Funds, Variable Series

PERFORMANCE HISTORY

The bar chart below shows changes in the Fund's performance from year to year by
illustrating the Fund's total calendar-year returns. The performance table
following the bar chart shows how the Fund's average annual total returns
compare with those of a broad measure of market performance for 1 year and the
life of the Fund. We compare the Fund to the Morgan Stanley Capital
International EAFE Index GDP (Morgan Stanley Index), an unmanaged index that
tracks the performance of foreign stocks and the Lipper Pacific Region -
Annuities peer group average return (Lipper Average). This Lipper Average which
is calculated by Lipper, Inc. is composed of funds with similar investment
objectives as the Fund. Unlike the Fund, indices are not investments, do not
incur fees or expenses and are not professionally managed. It is not possible to
invest directly in an index. The chart and table are intended to illustrate some
of the risks of investing in the Fund by showing the changes in the Fund's
performance. All returns include the reinvestment of dividends and
distributions. As with all mutual funds, past performance does not predict the
Fund's future performance. Performance results include the effect of any expense
reduction arrangements. If these arrangements were not in place, then the
performance results would have been lower. We may cease any reduction
arrangements at any time. The Fund's performance results do not reflect the cost
of insurance and separate account charges which are imposed under your VA
contract or VLI policy.


CALENDAR-YEAR TOTAL RETURNS

[BAR CHART]
<TABLE>
<CAPTION>
 1996     1997     1998
 ----     ----     ----
<S>      <C>      <C>     
11.73%   -31.14%  -6.43%
</TABLE>


The Fund's year to date total return through March 31, 1999 was +2.55%.

Best Quarter:  4th quarter 1998, +37.93%

Worst Quarter: 2nd quarter 1998, -28.81%



AVERAGE ANNUAL TOTAL RETURN - FOR PERIODS ENDED 12/31/98

<TABLE>
<CAPTION>
                                              1 YEAR          SINCE
                                                          INCEPTION ON
                                                             5/1/95
<S>                                           <C>         <C>
Fund (%)                                       -6.43          -5.01

Morgan Stanley Index (%)                       26.71           N/A

Lipper Average (%)                             -6.46           N/A
</TABLE>


                                       16
<PAGE>
                         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 (SAI) contains names of and
biographical information on the Trustees.


INVESTMENT ADVISOR: LIBERTY ADVISORY SERVICES CORP.

LASC, located at 125 High Street, Boston Massachusetts 02110, is the investment
advisor to the Trust. LASC is an indirect wholly-owned subsidiary of Liberty
Financial Companies, Inc. ("LFC"). LASC has been an investment advisor since
1993. As of March 31, 1999, LASC managed over $727 million in assets. LASC
designates the Trust's Sub-Advisors, evaluates and monitors Sub-Advisors'
performance and investment programs and recommends to the Board of Trustees
whether Sub-Advisors' contracts should be continued or modified and the addition
or deletion of Sub-Advisors. LASC also has the responsibility of administering
the Trust's operations, which it may delegate, at its own expense, to certain
affiliates. LASC has delegated its administrative responsibilities to Colonial
in accordance with this authority.

For the 1998 fiscal year, the Trust paid LASC management fees at the following
annual rates of the average daily net assets of each specified Fund:

    Colonial Growth and Income Fund, Variable Series                   0.65%
    Stein Roe Global Utilities Fund, Variable Series                   0.65%
    Colonial U.S. Stock Fund, Variable Series                          0.80%
    Colonial Strategic Income Fund, Variable Series                    0.65%
    Colonial International Fund for Growth, Variable Series            0.90%
    Newport Tiger Fund, Variable Series                                0.90%


INVESTMENT SUB-ADVISORS AND PORTFOLIO MANAGERS

The Sub-Advisors manage the assets of the Funds under the supervision of LASC
and the Board of Trustees. Each Sub-Advisor determines which securities and
other instruments are purchased and sold for the Fund(s) it sub-advises.
Each Sub-Advisor is an indirect wholly-owned subsidiary of LFC.

COLONIAL

Colonial, an investment advisor since 1931, is the Sub-Advisor of each of the
Growth & Income Fund, U.S. Stock Fund, Strategic Income Fund and International
Fund. Colonial's principal business address is One Financial Center, Boston,
Massachusetts 02111. As of March 31, 1999, Colonial managed over $16.7 billion
in assets.

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 each specified Fund:

    Colonial Growth and Income Fund, Variable Series                   0.45%
    Colonial Small Cap Value Fund, Variable Series                     0.60%
    Colonial U.S. Stock Fund, Variable Series                          0.60%
    Colonial Strategic Income Fund, Variable Series                    0.45%
    Colonial International Fund for Growth, Variable Series            0.70%


                                       17
<PAGE>
TRUST MANAGEMENT ORGANIZATIONS


Colonial also provides transfer agency, pricing and record keeping services for
the Funds under separate agreements.

John E. Lennon, Senior Vice President of Colonial, has managed the Growth &
Income Fund since 1997 and has managed various other Colonial equity funds since
1982.

Mark Stoeckle has managed the U.S. Stock Fund since December, 1996. Mr. Stoeckle
is a Senior Vice President of Colonial. 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 various Colonial taxable income funds since
1985.

Gita Rao, a Senior Vice President of Colonial, manages the International Fund.
Ms. Rao has managed various other Colonial funds since 1995. Prior to joining
Colonial, she was a global equity analyst at Fidelity Management & Research
Company from 1994 to 1995 and a Vice President in the domestic equity research
group at Kidder, Peabody and Company from 1991 to 1994.


STEIN ROE

Stein Roe, an investment advisor since 1932, is the Sub-Advisor of the Global
Utilities Fund. Stein Roe's principal address is One South Wacker Drive,
Chicago, Illinois 60606. As of March 31, 1999, Stein Roe managed over $30.1
billion in assets.

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.

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, which include managing other Stein Roe and Colonial funds.

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, an investment advisor since 1987, is the Sub-Advisor of the Tiger Fund.
Newport's principal address is 580 California Street, Suite 1960, San Francisco,
California 94104. As of March 31, 1999, Newport managed over $843.1 million in
assets.

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.

Thomas R. Tuttle and Lynda Couch, Senior Vice President and Vice President,
respectively, of Newport, co-manage the Fund. Mr. Tuttle has co-managed other
Newport Funds since November, 1995. Mr. Tuttle has been an officer of Newport
since 1984. Ms. Couch has managed other Newport Funds since April, 1995. Ms.
Couch has been an officer of Newport since 1994.

The mutual funds and institutional investment advisory business of both Stein
Roe and Colonial are managed together by a combined management team of employees
from both companies. Colonial also shares personnel, facilities and systems with
Stein Roe that may be used in providing administrative services to the Fund.


AFFILIATED BROKER/DEALER

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


                                       18
<PAGE>
                      OTHER INVESTMENT STRATEGIES AND RISKS


Each Fund's primary investments and its risks are described above in its
individual description. This section describes other investments a Fund may make
and the risks associated with them. In seeking to achieve its goal, each Fund
may invest in various types of securities and engage in various investment
techniques which are not the principle focus of the Fund and therefore are not
described in this prospectus. These types of securities and investment practices
are identified and discussed in the Funds' SAI, which you may obtain free of
charge (see back cover). Approval by the Funds' shareholders is not required to
modify or change any of the Funds' investment goals or investment strategies.


TEMPORARY DEFENSIVE MEASURES

Each Fund's Sub-Advisor may determine that adverse market conditions make it
desirable to temporarily suspend the Fund's normal investment activities. During
such times, as a temporary defensive strategy, the Fund may, but is not required
to, invest in cash or high quality, short-term debt securities, without limit.

Taking a temporary defensive position may prevent a Fund from achieving its
investment objective.


U.S. GOVERNMENT SECURITIES

(Strategic Income Fund) The Fund will invest in U.S. Government securities,
including U.S. Treasuries and securities of various U.S. government agencies.
Agency securities include mortgage-backed securities, which represent interests
in pools of mortgages. The Fund has flexibility to vary its allocation among
different types of U.S. Government securities based upon the Sub-Advisor's
judgement of which types of securities will outperform others. In selecting
investments for the Fund, the Sub-Advisor considers a security's expected
income, together with its potential to rise or fall in price.


STRUCTURE RISK

(Strategic Income Fund) Structure risk is the risk that an event will occur
(such as a security being prepaid or called) that alters the security's cash
flows. Prepayment risk is a particular type of risk that involves both
mortgage-backed securities (which are guaranteed by a U.S. Government agency)
and asset-backed securities (which are interests in pools of debt securities).
Prepayment risk is the possibility that asset-backed securities may be prepaid
if the underlying debt securities are prepaid. Prepayment risk for
mortgage-backed securities is the possibility that, as interest rates fall,
homeowners are more likely to refinance their home mortgages. When mortgages are
refinanced, the principal on mortgage-backed securities is paid earlier than
expected. In an environment of declining interest rates, asset-backed securities
and mortgage-backed securities may offer less potential for gain than other debt
securities. During periods of rising interest rates, these securities have a
high risk of declining in price because the declining prepayment rates
effectively increase the maturity of the securities. In addition, the potential
impact of prepayment on the price of a security may be difficult to predict and
result in greater volatility.


ZERO COUPON BONDS

(Global Utilities Fund, Strategic Income Fund) Zero coupon bonds are issued at
less than their fair value and do not make any payments of interest. As a
result, these bonds involve greater credit risk and are subject to greater
volatility than bonds that pay cash interest on a current basis.


                                       19
<PAGE>
OTHER INVESTMENT STRATEGIES AND RISKS


HEDGING STRATEGIES

Each Fund may enter into a number of hedging strategies, including those that
employ futures and options, to gain or reduce exposure to particular securities
or markets. These strategies, which are commonly referred to as derivatives, may
involve the use of financial instruments whose values depend on, or are derived
from the value of an underlying security, an index or a currency. A Fund may use
these strategies for hedging purposes (attempting to offset a potential loss in
one position by establishing an interest in an opposite position) or to adjust
the Fund's duration. Hedging strategies involve the risk that they may
exaggerate a loss, potentially losing more money than the actual cost of the
security, or limit a potential gain. Also, with some hedging strategies there is
the risk that the other party to the transaction may fail to honor its contract
terms, causing a loss to a Fund.


YEAR 2000 COMPLIANCE

Like other investment companies, financial and business organizations and
individuals around the world, the Funds could be adversely affected if the
computer systems used by LASC, the Sub-Advisors and other service providers do
not properly process and calculate date-related information and data from and
after January 1, 2000. This is commonly known as the "Year 2000 Problem." LASC,
the Sub-Advisors, the Funds' distributors and transfer agent (Liberty Companies)
are taking steps that they believe are reasonably designed to address the Year
2000 Problem, including communicating with vendors who furnish services,
software and systems to the Funds, to provide that date-related information and
data can be properly processed after January 1, 2000. Many Fund service
providers and vendors, including the Liberty Companies, are in the process of
making Year 2000 modifications to their software and systems and believe that
such modifications will be completed on a timely basis prior to January 1, 2000.
However, no assurances can be given that all modifications required to ensure
proper data processing and calculation on and after January 1, 2000 will be
timely made or that services to the Fund will not be adversely affected. Some of
the Funds invest in emerging markets in developing countries and some reports
indicate that developing countries may be behind other countries with respect to
Year 2000 Compliance.


                                       20
<PAGE>
                              FINANCIAL HIGHLIGHTS


The financial highlights tables that follow are intended to help you understand
the Funds' financial performance. Information is shown for the Funds' last five
fiscal years, (or shorter period if a Fund commenced operations less than five
years ago) which run from January 1 to December 31. Certain information reflects
financial results for a single fund share. This information has been audited by
PricewaterhouseCoopers LLP, independent accountants, whose report, along with
the Funds' financial statements, is included in the Trust's annual report. 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. You can request a free annual report by writing
Keyport Financial Services Corp. (see back cover for address) or by calling or
writing the Participating Insurance Company which issued your VA contract or VLI
policy.


COLONIAL GROWTH AND INCOME FUND, VARIABLE SERIES

<TABLE>
<CAPTION>
                                                                          Years Ended December 31,
                                                        1998          1997         1996          1995          1994
<S>                                                   <C>           <C>           <C>          <C>           <C>
 PER SHARE OPERATING PERFORMANCE:
 Net asset value, beginning of period ($)               15.34         13.96        12.60         10.03         10.36

 Net investment income (a)                               0.20          0.28         0.28         0.29          0.26

 Net realized and unrealized gains (losses) on
    investments and foreign currency transactions        1.50          3.75         1.98         2.72         (0.34)

 Total from investment operations                        1.70          4.03         2.26         3.01         (0.08)

 Less distributions:

    Dividends from net investment income                (0.18)        (0.27)       (0.28)       (0.25)        (0.25)

    In excess of net investment income                  (0.00)        (0.01)        ---           ---           ---

    Dividends from net realized gains                   (0.47)        (2.37)       (0.62)       (0.19)          ---

    In excess of net realized gains                     (0.00)         ---          ---           ---           ---

 Total distributions                                    (0.65)        (2.65)       (0.90)       (0.44)        (0.25)

Net asset value, end of year ($)                        16.39         15.34        13.96        12.60         10.03

 TOTAL RETURN:
   Total investment return (%) (b)                      11.13         28.97        17.89        30.03         (0.76)

 RATIOS/SUPPLEMENTAL DATA:
 Net assets, end of year (000) ($)                    149,820       106,909       93,247       71,070        48,052

 Ratio of net expenses to average net assets (%)         0.76(c)       0.79(c)      0.79(c)      0.81(c)       0.87

 Ratio of net investment income to                       1.24(c)       1.77(c)      2.02(c)      2.51(c)       2.82
    average net assets (%)

 Portfolio turnover ratio (%)                           28            60           24           79            55
</TABLE>

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

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

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


                                       21
<PAGE>
FINANCIAL HIGHLIGHTS


STEIN ROE GLOBAL UTILITIES FUND, VARIABLE SERIES

<TABLE>
<CAPTION>
                                                                       Years Ended December 31,
                                                    1998          1997          1996          1995           1994
<S>                                                <C>           <C>           <C>           <C>            <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of year ($)              11.92         10.70         10.50          8.11          9.65

Net investment income (a)                            0.24          0.46          0.46          0.46          0.54

Net realized and unrealized gains (losses)
   on investments                                    1.93          2.62          0.23          2.39         (1.53)

Total from investment operations                     2.17          3.08          0.69          2.85         (0.99)

Less distributions:

   Dividends from net investment income             (0.21)        (0.48)        (0.49)        (0.46)        (0.55)

   In excess of net investment income               (0.01)         ---           ---           ---            ---

   Dividends from net realized gains                (0.11)        (1.38)         ---           ---            ---

Total distributions                                 (0.33)        (1.86)        (0.49)        (0.46)        (0.55)

Net asset value, end of year ($)                    13.76         11.92         10.70         10.50          8.11

TOTAL RETURN:
   Total investment return (%)(b)                   18.33         28.75          6.53         35.15         (10.27)

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of year (000) ($)                  71,186        54,603        47,907        51,597         38,156

Ratio of net expenses to average net assets (%)      0.82(c)       0.83(c)       0.81(c)       0.83(c)        0.86

Ratio of net investment income to                    1.90(c)       3.96(c)       4.36(c)       4.98(c)        5.80
   average net assets (%)

Portfolio turnover ratio (%)                        53            89            14            18             16
</TABLE>

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

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

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


                                       22
<PAGE>
FINANCIAL HIGHLIGHTS


COLONIAL U.S. STOCK FUND, VARIABLE SERIES

<TABLE>
<CAPTION>
                                                                                                                  Period Ended
                                                                      Years Ended December 31,                    December 31,
                                                         1998           1997           1996         1995            1994***
<S>                                                   <C>              <C>           <C>          <C>             <C>
  PER SHARE OPERATING PERFORMANCE:
  Net asset value, beginning of year ($)                16.29           14.22         12.36         10.27            10.00

  Net investment income (a)                              0.16           0.20           0.19         0.21             0.09

  Net realized and unrealized gains on investments       3.12           4.37           2.52         2.84             0.35

  Total from investment operations                       3.28           4.57           2.71         3.05             0.44

  Less distributions:

     Dividends from net investment income               (0.12)         (0.18)         (0.17)       (0.16)           (0.11)

     In excess of net investment income                  ---           (0.01)          ---           ---              ---

     Dividends from net realized gains                  (0.64)         (2.30)         (0.68)       (0.80)           (0.06)

     In excess of net realized gains                    (0.02)         (0.01)          ---           ---              ---

  Total distributions                                   (0.78)         (2.50)         (0.85)       (0.96)           (0.17)

  Net asset value, end of year ($)                      18.79           16.29         14.22        12.36            10.27

  TOTAL RETURN:
     Total investment return (%) (b)                    20.15           32.23         21.84        29.70(c)          4.40(c)**

  RATIOS/SUPPLEMENTAL DATA:
  Net assets, end of period (000) ($)                 146,239          96,715        60,855       43,017           15,373

  Ratio of net expenses to average net assets (%)        0.90(e)         0.94(e)       0.95(e)      1.00(d)(e)       1.00(d)*

  Ratio of net investment income to
     average net assets (%)                              0.88(e)         1.19(e)       1.39(e)      1.72(c)(e)       2.16(c)*

  Portfolio turnover ratio (%)                          64              63            77          115               52**
</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 Manager's expense limitation undertaking.

(d)      If the Fund had paid all of its expenses and there had been no
         reimbursement from the Manager, 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.


                                       23
<PAGE>
FINANCIAL HIGHLIGHTS


COLONIAL STRATEGIC INCOME FUND, VARIABLE SERIES

<TABLE>
<CAPTION>
                                                                                                                   Period Ended
                                                                       Years Ended December 31,                    December 31,
                                                          1998           1997            1996           1995         1994***
<S>                                                     <C>            <C>             <C>             <C>         <C>
  PER SHARE OPERATING PERFORMANCE:
  Net asset value, beginning of year ($)                  11.15          11.04           10.99           9.79           10.00

  Net investment income (a)                                0.91          0.90            0.92            0.55            0.30

  Net realized and unrealized gains (losses)
     on investments                                       (0.24)         0.11            0.16            1.24           (0.19)

  Total from investment operations                         0.67          1.01            1.08            1.79            0.11

  Less distributions:

     Dividends from net investment income                 (0.72)        (0.79)          (0.96)          (0.56)          (0.31)

     In excess of net investment income                   (0.02)        (0.05)            ---             ---            ---

     Dividends from net realized gains                     ---          (0.05)          (0.07)          (0.03)          (0.01)

     In excess of net realized gains                       ---          (0.01)            ---             ---            ---

  Total distributions                                     (0.74)        (0.90)          (1.03)          (0.59)          (0.32)

  Net asset value, end of year ($)                        11.08         11.15           11.04           10.99           9.79

  TOTAL RETURN:
     Total investment return (%)(b)                        6.03          9.11(c)         9.83(c)        18.30(c)       1.10(c)**

  RATIOS/SUPPLEMENTAL DATA:
  Net assets, end of year (000) ($)                     118,985        73,175          53,393          48,334          13,342

  Ratio of net expenses to average net assets (%)          0.78(e)       0.80(d)(e)      0.80(d)(e)      0.84(d)(e)      1.00(d)*

  Ratio of net investment income to
     average net assets (%)                                7.92(e)       7.86(c)(e)      8.13(c)(e)      8.08(c)(e)      7.33(c)*

  Portfolio turnover ratio (%)                            50            94             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 Manager's expense limitation undertaking.

(d)      If the Fund had paid all of its expenses and there had been no
         reimbursement from the Manager, these ratios would have been 0.82%,
         0.86%, 0.94% and 1.60% (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.


                                       24
<PAGE>
FINANCIAL HIGHLIGHTS


COLONIAL INTERNATIONAL FUND FOR GROWTH, VARIABLE SERIES

<TABLE>
<CAPTION>
                                                                    Years Ended December 31,                  Period Ended
                                                                                                              December 31,
                                                        1998           1997          1996          1995          1994***
<S>                                                    <C>            <C>           <C>           <C>         <C>
  PER SHARE OPERATING PERFORMANCE:
  Net asset value, beginning of year ($)                 1.78           1.96          1.97          1.88          2.00

  Net investment income (a)                              0.02           0.02          0.02          0.01           ---

  Net realized and unrealized gains (losses) on
     investments and foreign currency transactions       0.21          (0.08)         0.09          0.10         (0.12)

  Total from investment operations                       0.23          (0.06)         0.11          0.11         (0.12)

  Less distributions:
     Dividends from net investment income               (0.00)         (0.02)         ---          (0.02)          ---

     In excess of net investment income                 (0.01)         (0.02)         ---           ---            ---

     Dividends from net realized gains                    ---          (0.08)        (0.12)         ---            ---

  Total distributions                                   (0.01)         (0.12)        (0.12)        (0.02)          ---

  Net asset value, end of year ($)                       2.00           1.78          1.96          1.97          1.88

  TOTAL RETURN:
     Total investment return (%) (b)                    12.96          (3.27)         5.61          5.85         (6.00)**

  RATIOS/SUPPLEMENTAL DATA:
  Net assets, end of period (000) ($)                  52,468         30,600        26,593        22,764        19,146

  Ratio of net expenses to average net assets (%)        1.24(c)        1.34(c)       1.40(c)       1.40(c)       1.74*

  Ratio of net investment income to
     average net assets (%)                              0.77(c)        0.82(c)       0.84(c)       0.75(c)       0.13*

  Portfolio turnover ratio (%)                          28             28           115            40            31**
</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.


                                       25
<PAGE>
FINANCIAL HIGHLIGHTS


NEWPORT TIGER FUND, VARIABLE SERIES

<TABLE>
<CAPTION>
                                                                            Years Ended December 31,            Period Ended
                                                                                                                December 31,
                                                                      1998          1997           1996           1995***
<S>                                                                  <C>           <C>            <C>           <C>
  PER SHARE OPERATING PERFORMANCE:
  Net asset value, beginning of year ($)                               1.71          2.52           2.28           2.00

  Net investment income (a)                                            0.03          0.03           0.03           0.01

  Net realized and unrealized gains (losses) on investments
     and foreign currency transactions                                (0.14)        (0.81)          0.24           0.29

  Total from investment operations                                    (0.11)        (0.78)          0.27           0.30

  Less distributions:
     Distributions from net investment income                         (0.03)        (0.02)         (0.02)         (0.01)

     In excess of net investment income                                 ---         (0.01)          ---           (0.01)

     Dividends from net realized gains                                  ---           ---          (0.01)           ---

     In excess of net realized gains                                    ---         (0.00)          ---             ---

  Total distributions                                                 (0.03)        (0.03)         (0.03)         (0.02)

  Net asset value, end of year ($)                                     1.57          1.71           2.52           2.28

  TOTAL RETURN:
     Total investment return (%)(b)                                   (6.43)       (31.14)         11.73          15.00**

  RATIOS/SUPPLEMENTAL DATA:
  Net assets, end of period (000) ($)                                23,655        24,934         34,642         18,977

  Ratio of net expenses to average net assets (%)(c)                   1.30          1.25           1.27           1.75*

  Ratio of net investment income to average net assets (%)(c)          2.16          1.14           1.20           0.89*

  Portfolio turnover ratio (%)                                        16            27              7             12**
</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.


                                       26
<PAGE>
                             SHAREHOLDER INFORMATION


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


HOW A FUND'S SHARE PRICE IS DETERMINED Each share price is its NAV next
determined. NAV is the difference between the value of a fund's assets and
liabilities divided by the number of shares outstanding. The NAV is determined
at the close of the New York Stock Exchange ("NYSE"), usually 4:00 p.m. Eastern
time, on each business day that the NYSE is open (typically Monday through
Friday).

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

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

We value a security at fair value when events have occurred after the last
available market price and before the close of the NYSE that materially affect
the security's price. In the case of foreign securities, this could include
events occurring after the close of the foreign market and before the close of
the NYSE.

A Fund's foreign securities may trade on days when the NYSE is closed for
trading and Participating Insurance Companies may not purchase or redeem shares.


DIVIDENDS AND DISTRIBUTIONS Each Fund intends to declare and distribute, as
dividends or capital gain 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
investment advisory and administrative fees). Income dividends will be declared
and distributed annually. All net short-term and long-term capital gains of each
Fund realized during the fiscal year are declared and distributed periodically,
no less frequently than annually. All dividends and distributions are reinvested
in additional shares of the Fund at NAV, as of the record date for the
distributions.


TAX CONSEQUENCES Each Fund is treated as a separate entity for federal income
tax purposes and has elected or intends to elect to be treated, and intends to
qualify each year as a "regulated investment company" under Subchapter M of the
Internal Revenue Code (the "Code"). Each Fund must satisfy certain requirements
relating to the sources of its income, diversification of its assets and
distribution of its income to shareholders to qualify as a regulated investment
company. As a regulated investment company, a Fund will not be subject to
federal income tax on any net investment income and net realized capital gains
that are distributed to its shareholders as required under the Code.

In addition, each Fund follows certain portfolio diversification requirements
imposed by the Code on separate accounts of insurance companies relating to the
tax-deferred status of VA contracts and VLI policies. More specific information
on these diversification requirements is contained in the prospectus that
describes a particular VA contract or VLI policy.


                                       27
<PAGE>
FOR MORE INFORMATION

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

You may wish to read the SAI for more information on the Funds and the
securities in which they invest. The SAI is incorporated into this prospectus by
reference, which means that it is considered to be part of this prospectus.

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

Keyport Financial Services Corp.
125 High Street
Boston, MA 02111
1-800-437-4466

or by calling or writing the Participating Insurance Company which issued your
VA contract or VLI policy.

Text-only versions of all Fund documents can be viewed online or downloaded from
the SEC at www.sec.gov.

You can review and copy information about the Funds by visiting the following
location, and you can obtain copies upon payment of a duplicating fee, by
writing the:

Public Reference Room
Securities and Exchange Commission
Washington, DC 20549-6009

Information on the operation of the Public Reference Room may be obtained by
calling 1-800-SEC-0330.

INVESTMENT COMPANY ACT FILE NUMBER:

Liberty Variable Investment Trust :  811-07556

Colonial Growth and Income Fund, Variable Series
Stein Roe Global Utilities Fund, Variable Series
Colonial U.S. Stock Fund, Variable Series
Colonial Strategic Income Fund, Variable Series
Colonial International Fund for Growth, Variable Series
Newport Tiger Fund, Variable Series
<PAGE>
                        LIBERTY VARIABLE INVESTMENT TRUST


PROSPECTUS DATED MAY 1, 1999


Colonial Growth and Income Fund, Variable Series
Stein Roe Global Utilities Fund, Variable Series
Colonial Small Cap Value Fund, Variable Series
Colonial U.S. Stock Fund, Variable Series
Colonial Strategic Income Fund, Variable Series
Colonial High Yield Securities Fund, Variable Series
Liberty All-Star Equity Fund, Variable Series




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

                                     * * * *

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

                                     * * * *

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

- ----------------------------- ------------------------------
          NOT FDIC                   MAY LOSE VALUE
          INSURED                   NO BANK GUARANTEE
- ----------------------------- ------------------------------
<PAGE>
                                TABLE OF CONTENTS

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


THE FUNDS ...............................................................      4

Each of these sections discusses the following
topics: Investment Goals, Primary Investment Strategies,
Primary Investment Risks and Performance History
Colonial Growth and Income Fund, Variable Series ........................      4
Stein Roe Global Utilities Fund, Variable Series ........................      6
Colonial Small Cap Value Fund, Variable Series ..........................      8
Colonial U.S. Stock Fund, Variable Series ...............................      9
Colonial Strategic Income Fund, Variable Series .........................     11
Colonial High Yield Securities Fund, Variable Series ....................     14
Liberty All-Star Equity Fund, Variable Series ...........................     16


TRUST MANAGEMENT ORGANIZATIONS ..........................................     19

Trustees ................................................................     19
Investment Advisor ......................................................     19
Investment Sub-Advisors and Portfolio Managers ..........................     19


OTHER INVESTMENT STRATEGIES AND RISKS ...................................     22

Temporary Defensive Measures ............................................     22
U.S. Government Securities ..............................................     22
Structure Risk ..........................................................     22
Zero Coupon Bonds .......................................................     22
Hedging Strategies ......................................................     23
Year 2000 Compliance ....................................................     23


FINANCIAL HIGHLIGHTS ....................................................     24


SHAREHOLDER INFORMATION .................................................     31

Purchases and Redemptions ...............................................     31
How a Fund's Share Price is Determined ..................................     31
Dividends and Distributions .............................................     31
Tax Consequences ........................................................     31
</TABLE>


                                       2
<PAGE>
                                    THE TRUST

Liberty Variable Investment Trust ("Trust") includes nine separate mutual funds
("Funds"), each with its own investment goal and strategies. This Prospectus
contains information about seven of the Funds in the Trust. Liberty Advisory
Services Corp. ("LASC") is the investment advisor to each Fund. LASC has
appointed a Sub-Advisor for each Fund, all of which are affiliates of LASC. Each
Fund is sub-advised by the following Sub-Advisor:

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
                                      FUND                                                             SUB-ADVISOR
                                      ----                                                             -----------

- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                <C>
Colonial Growth and Income Fund, Variable Series (Growth & Income Fund)            Colonial Management Associates, Inc. (Colonial)
Colonial U.S. Stock Fund, Variable Series (U.S. Stock Fund)
Colonial Small Cap Value Fund, Variable Series (Small Cap Fund)
Colonial Strategic Income Fund, Variable Series (Strategic Income Fund)
Colonial High Yield Securities Fund, Variable Series (High Yield Fund)

- -----------------------------------------------------------------------------------------------------------------------------------
Stein Roe Global Utilities Fund, Variable Series (Global Utilities Fund)           Stein Roe & Farnham Incorporated (Stein Roe)

- -----------------------------------------------------------------------------------------------------------------------------------
Liberty All-Star Equity Fund, Variable Series (All-Star Equity Fund)               Liberty Asset Management Company (LAMCO)

- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


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

The Trust's Funds are investment options under variable annuity contracts ("VA
contracts") and variable life insurance policies ("VLI policies") issued by life
insurance companies ("Participating Insurance Companies"). Some (but not all)
Participating Insurance Companies are affiliated with the investment advisor to
the Funds. Participating Insurance Companies invest in the Funds through
separate accounts that they set up for that purpose. Owners of VA contracts and
of VLI policies invest in sub-accounts of those separate accounts through
instructions they give to their insurance company. The principal underwriters of
the Fund are Keyport Financial Services Corp. ("KFSC") and Liberty Funds
Distributor, Inc. ("LFD"). KFSC serves as principal underwriter of the shares of
the portfolios of the Trust with respect to the sale of shares to Participating
Insurance Companies that are affiliated with LASC and LFD serves as principal
underwriter with respect to the sale of shares to Participating Insurance
Companies that are not affiliated with LASC. KFSC and LFD are affiliates of
LASC.

The prospectuses of the Participating Insurance Companies' separate accounts
describe which Funds are available to the purchasers of their VA contracts and
VLI policies. The Trust assumes no responsibility for those prospectuses.


                                       3
<PAGE>
                                    THE FUNDS


                COLONIAL GROWTH AND INCOME FUND, VARIABLE SERIES


INVESTMENT GOALS

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


PRIMARY INVESTMENT STRATEGIES

The Fund invests in both U.S. and foreign common stocks. In selecting stocks for
the Fund, Colonial invests primarily in "value" stocks, but may also invest in
"growth" stocks of medium and large capitalized companies. Colonial generally
selects stocks which, when purchased, fall into one of the following categories:

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

         2.       Companies which have a record of consistent earnings growth
                  that may provide above average stability or value in turbulent
                  markets; or

         3.       Companies with anticipated business growth prospects that
                  represent above average value.

Colonial assesses whether a company's prospects are "above average." Colonial
makes this judgement subjectively, based upon available information.



PRIMARY INVESTMENT RISKS

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

Market risk is the risk that the price of a security held by the Fund will fall
due to changing economic, political or market conditions, or due to the
financial condition of the company which issued the security.

Value Stocks are securities of companies that Colonial believes are undervalued.
These companies may have experienced adverse business or industry developments
or may be subject to special risks that have caused the stocks to be out of
favor. If Colonial's assessment of a company's prospects is wrong, the price of
its stock may fall or may not approach the value Colonial has placed on it.

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


                                       4
<PAGE>
THE FUNDS  Colonial Growth and Income Fund, Variable Series


PERFORMANCE HISTORY

The bar chart below shows changes in the Fund's performance from year to year by
illustrating the Fund's total calendar-year returns. The performance table
following the bar chart shows how the Fund's average annual total returns
compare with those of a broad measure of market performance for 1 year, 5 years
and the life of the Fund. We compare the Fund to the Standard & Poor's 500 Index
(S&P 500 Index), an unmanaged index that tracks the performance of a selection
of widely held common stocks and the Lipper Growth & Income - Annuities peer
group average return (Lipper Average). This Lipper Average which is calculated
by Lipper, Inc. is composed of funds with similar investment objectives as the
Fund. Unlike the Fund, indices are not investments, do not incur fees or
expenses and are not professionally managed. It is not possible to invest
directly in an index. The chart and table are intended to illustrate some of the
risks of investing in the Fund by showing the changes in the Fund's performance.
All returns include the reinvestment of dividends and distributions. As with all
mutual funds, past performance does not predict the Fund's future performance.
Performance results include the effect of any expense reduction arrangements. If
these arrangements were not in place, then the performance results would have
been lower. We may cease any reduction arrangements at any time. The Fund's
performance results do not reflect the cost of insurance and separate account
charges which are imposed under your VA contract or VLI policy.


CALENDAR-YEAR TOTAL RETURNS


                                  [BAR GRAPH]

<TABLE>
<CAPTION>
 1994     1995     1996     1997     1998
 ----     ----     ----     ----     ----
<S>      <C>      <C>      <C>       <C>
- -0.76%   30.03%   17.89%    28.07%   11.13%
</TABLE>

The Fund's year to date total return through March 31, 1999 was -0.24%.

Best Quarter:  4th quarter 1998, +16.92%

Worst Quarter: 3rd quarter 1998, -13.57%



AVERAGE ANNUAL TOTAL RETURN - FOR PERIODS ENDED 12/31/98

<TABLE>
<CAPTION>
                                              1 YEAR         5 YEARS        SINCE
                                                                          INCEPTION
                                                                          ON 7/1/93
- --------------------------------------------------------------------------------------
<S>                                          <C>            <C>           <C>
Fund (%)                                       11.13          16.87         16.23
- --------------------------------------------------------------------------------------
S&P 500 Index (%)                              28.60          24.05          N/A
- --------------------------------------------------------------------------------------
Lipper Average (%)                             16.37          18.55          N/A
- --------------------------------------------------------------------------------------
</TABLE>


                                       5
<PAGE>
                STEIN ROE GLOBAL UTILITIES FUND, VARIABLE SERIES


INVESTMENT GOALS

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


PRIMARY INVESTMENT STRATEGIES

Under normal market conditions, the Fund invests primarily in U.S. and foreign
securities of utility companies. Stein Roe diversifies the Fund's investments
among a number of developed countries and market sectors and will have exposure
to at least three countries, including the U.S. In selecting investments for the
Fund, Stein Roe looks primarily for stocks of larger utility companies with
established records.

Utility companies in which the Fund may invest include 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. They also include companies engaged in telecommunications, including
telephone, telegraph, satellite, microwave and other communications media (but
excluding companies primarily engaged in public broadcasting, print media, cable
television or the internet).


PRIMARY INVESTMENT RISKS

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

Utility company securities are subject to special risks. These securities are
especially affected by changes in prevailing interest rates (as interest rates
increase, the value of securities of utility companies tend to decrease, and
vice versa), as well as by general competitive and market forces in the
industry. In addition, utility companies are affected by changes in government
regulation. In particular, the profitability of utilities may in the future be
adversely affected by increased competition resulting from deregulation.

Market risk is the risk that the price of a security held by the Fund will fall
due to changing economic, political or market conditions, or due to the
financial condition of the company which issued the security.

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


                                       6
<PAGE>
THE FUNDS  Stein Roe Global Utilities Fund, Variable Series


PERFORMANCE HISTORY

The bar chart below shows changes in the Fund's performance from year to year by
illustrating the Fund's total calendar-year returns. The performance table
following the bar chart shows how the Fund's average annual total returns
compare with those of a broad measure of market performance for 1 year, 5 years
and the life of the Fund. We compare the Fund to the Standard & Poor's Utilities
Index (S&P Index), Lipper Utilities - Annuities peer group average return
(Lipper Average) and Morgan Stanley Capital International World Index ND (MSCI
World Index). The S&P Index is an unmanaged index that tracks the performance of
domestic utilities stocks. The Lipper Average which is calculated by Lipper,
Inc. is composed of funds with similar investment objectives as the Fund. MSCI
World Index is an unmanaged index that tracks the performance of global stocks.
Unlike the Fund, indices are not investments, do not incur fees or expenses and
are not professionally managed. It is not possible to invest directly in an
index. The chart and table are intended to illustrate some of the risks of
investing in the Fund by showing the changes in the Fund's performance. All
returns include the reinvestment of dividends and distributions. As with all
mutual funds, past performance does not predict the Fund's future performance.
Performance results include the effect of any expense reduction arrangements. If
these arrangements were not in place, then the performance results would have
been lower. We may cease any reduction arrangements at any time. The Fund's
performance results do not reflect the cost of insurance and separate account
charges which are imposed under your VA contract or VLI policy.


CALENDAR-YEAR TOTAL RETURNS


                                  [BAR GRAPH]

<TABLE>
<CAPTION>
 1994     1995     1996     1997     1998
 ----     ----     ----     ----     ----
<S>      <C>      <C>      <C>       <C>
- -10.27%  35.16%   6.53%    28.75%    18.69%
</TABLE>


The Fund's year to date total return through March 31, 1999 was -0.58%.

Best Quarter:  4th quarter 1997, +15.29%

Worst Quarter: 1st quarter 1994, -8.91%



AVERAGE ANNUAL TOTAL RETURN - FOR PERIODS ENDED 12/31/98

<TABLE>
<CAPTION>
                                              1 YEAR         5 YEARS        SINCE
                                                                          INCEPTION
                                                                          ON 7/1/93
- --------------------------------------------------------------------------------------
<S>                                           <C>            <C>           <C>
Fund (%)                                       18.33          14.50         12.73
- --------------------------------------------------------------------------------------
MSCI World Index (%)                           24.34          15.68          N/A
- --------------------------------------------------------------------------------------
S&P Index (%)                                  14.77          13.90          N/A
- --------------------------------------------------------------------------------------
Lipper Average (%)                             18.61          14.76          N/A
- --------------------------------------------------------------------------------------
</TABLE>


                                       7
<PAGE>
                 COLONIAL SMALL CAP VALUE FUND, VARIABLE SERIES


INVESTMENT GOAL

The Fund seeks long-term growth.


PRIMARY INVESTMENT STRATEGIES

Under normal market conditions, the Fund invests primarily in small
capitalization stocks. These are stocks with market capitalizations of less than
the market capitalization of the stock in the Russell 2000 Index that has the
largest capitalization at the time of purchase. The remainder of the Fund's
assets may be invested in other stocks, or in bonds that are rated or considered
by the advisor to be investment grade. In managing the Fund, Colonial uses a
value investing strategy that focuses on buying stocks cheaply when they are
under valued or "out of favor." Colonial buys stocks that have attractive
current prices, consistent operating performance and/or favorable future growth
prospects. Colonial's strategy uses fact-based quantitative analysis supported
by fundamental business and financial analysis.


PRIMARY INVESTMENT RISKS

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

Smaller companies are more likely than larger companies to have limited product
lines, markets or financial resources, and to depend on a small, inexperienced
management team. They are more likely to fail or prove unable to grow. Stocks of
smaller companies may trade less frequently and in limited volume and their
prices may fluctuate more than stocks of other companies. In addition, they may
not be widely followed by the investment community, which can lower the demand
for their stock. Stocks of smaller companies may, therefore, be more vulnerable
to adverse developments than those of larger companies.

Market risk is the risk that the price of a security held by the Fund will fall
due to changing economic, political or market conditions, or due to the
financial condition of the company which issued the security.


PERFORMANCE HISTORY

We compare the Fund to the Russell 2000 Index, an unmanaged index that tracks
the performance of small capitalization stocks and the Lipper Small Cap -
Annuities peer group average return (Lipper Average). This Lipper Average which
is calculated by Lipper, Inc. is composed of funds with similar investment
objectives as the Fund. Unlike the Fund, indices are not investments, do not
incur fees or expenses and are not professionally managed. It is not possible to
invest directly in an index. The Fund commenced investment operations on May 19,
1998, and therefore does not have a full calendar year of investment
performance.


                                       8
<PAGE>
                    COLONIAL U.S. STOCK FUND, VARIABLE SERIES

INVESTMENT GOAL

The Fund seeks long-term capital growth.


PRIMARY INVESTMENT STRATEGIES

Under normal market conditions, the Fund invests primarily in large
capitalization stocks. These are stocks with market capitalizations of greater
than $3 billion at the time of purchase.

In managing the Fund, Colonial uses a value investing strategy that focuses on
buying stocks cheaply when they are under valued or "out of favor." Colonial
buys stocks that have attractive current prices, consistent operating
performance and/or favorable future growth prospects. Colonial's strategy uses
quantitative analysis supported by fundamental business and financial analyses.


PRIMARY INVESTMENT RISKS

The primary risk of investing in the Fund is described below. There are many
circumstances (including additional risks that are not described here) which
could cause you to lose money by investing in the Fund or prevent the Fund from
achieving its goal.

Market risk is the risk that the price of a security held by the Fund will fall
due to changing economic, political or market conditions, or due to the
financial condition of the company which issued the security.


                                       9
<PAGE>
PERFORMANCE HISTORY

The bar chart below shows changes in the Fund's performance from year to year by
illustrating the Fund's total calendar-year returns. The performance table
following the bar chart shows how the Fund's average annual total returns
compare with those of a broad measure of market performance for 1 year and the
life of the Fund. We compare the Fund to the Standard & Poor's 500 Index (S&P
Index), an unmanaged index that tracks the performance of a selection of widely
held common stocks and the Lipper Growth & Income - Annuities peer group average
return (Lipper Average). This Lipper Average which is calculated by Lipper, Inc.
is composed of funds with similar investment objectives as the Fund. Unlike the
Fund, indices are not investments, do not incur fees or expenses and are not
professionally managed. It is not possible to invest directly in an index. The
chart and table are intended to illustrate some of the risks of investing in the
Fund by showing the changes in the Fund's performance. All returns include the
reinvestment of dividends and distributions. As with all mutual funds, past
performance does not predict the Fund's future performance. Performance results
include the effect of any expense reduction arrangements. If these arrangements
were not in place, then the performance results would have been lower. We may
cease any reduction arrangements at any time. The Fund's performance results do
not reflect the cost of insurance and separate account charges which are imposed
under your VA contract or VLI policy.


CALENDAR-YEAR TOTAL RETURNS


                                  [BAR GRAPH]

<TABLE>
<CAPTION>
 1995     1996     1997     1998
 ----     ----     ----     ----
<S>      <C>      <C>      <C>
29.70%   21.64%   32.23%   20.15%
</TABLE>


The Fund's year to date total return through March 31, 1999 was +1.70%.

Best Quarter:  4th quarter 1998, +21.79%

Worst Quarter: 3rd quarter 1998, -14.16%



AVERAGE ANNUAL TOTAL RETURN - FOR PERIODS ENDED 12/31/98

<TABLE>
<CAPTION>
                                              1 YEAR          SINCE
                                                           INCEPTION ON
                                                             7/5/94
- ------------------------------------------------------------------------
<S>                                          <C>           <C>
Fund (%)                                       20.15          23.90
- ------------------------------------------------------------------------
S&P Index (%)                                  28.60           N/A
- ------------------------------------------------------------------------
Lipper Average (%)                             16.37           N/A
- ------------------------------------------------------------------------
</TABLE>


                                       10
<PAGE>
                 COLONIAL STRATEGIC INCOME FUND, VARIABLE SERIES

INVESTMENT GOALS

The Fund seeks as high a level of current income as is consistent with prudent
risk and maximizing total return.


PRIMARY INVESTMENT STRATEGIES

The Fund seeks to achieve its investment goal by investing in:

- -     debt securities issued by the U.S. government;

- -     debt securities issued by foreign governments; and

- -     lower rated corporate debt securities.

Colonial allocates the Fund's investments among these types of securities at any
given time based on its estimate of the expected performance and risk of each
type of investment.

The Fund pursues its investment goal by investing a portion of its assets in
lower rated corporate debt securities. These securities have the following
ratings:

- -     BBB through C by Standard & Poor's Corporation;

- -     Baa through D by Moody's Investor Services, Inc.;

- -     a comparable rating by another nationally recognized rating service; or

- -     the security is unrated and Colonial believes it to be comparable in
      quality to securities having such ratings as noted above.

The Fund may invest in securities issued or guaranteed by foreign governments or
foreign companies, including securities issued in emerging market countries.


PRIMARY INVESTMENT RISKS

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

Market risk is the risk that the price of a security held by the Fund will fall
due to changing economic, political or market conditions, or due to the
financial condition of the company which issued the security.

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

Interest rate risk is the risk of a decline or increase in the price of a bond
when interest rates increase or decline. In general, if interest rates rise,
bond prices fall, and if interest rates fall, bond prices rise. Changes in the
values of bonds usually will not affect the amount of income the Fund receives
from them but will affect the value of the Fund's shares. Interest rate risk is
generally greater for bonds with longer maturities.


                                       11
<PAGE>
THE FUNDS  Colonial Strategic Income Fund, Variable Series


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

Emerging markets are also subject to special risks. The risks of foreign
investments are typically increased in less developed and developing countries.
For example, political and economic structures in these countries may be new and
developing rapidly, which may cause instability. These countries are also more
likely to experience high levels of inflation, deflation or currency
devaluations, which could hurt their economies and securities markets.

Lower rated debt securities are commonly referred to as "junk bonds" and are
considered speculative. Lower quality debt securities involve greater risk of
loss and are less liquid, especially during periods of economic uncertainty or
change, than higher quality debt securities.


                                       12
<PAGE>
PERFORMANCE HISTORY

The bar chart below shows changes in the Fund's performance from year to year by
illustrating the Fund's total calendar-year returns. The performance table
following the bar chart shows how the Fund's average annual total returns
compare with those of a broad measure of market performance for 1 year and the
life of the Fund. We compare the Fund to the Lehman Brothers
Government/Corporate Bond Index (Lehman Index), an unmanaged index that tracks
the performance of a selection of U.S. government agency, treasury and
investment grade corporate bonds and the Lipper Corporate Bonds - Annuities peer
group average return (Lipper Average). This Lipper Average which is calculated
by Lipper, Inc. is composed of funds with similar investment objectives as the
Fund. Unlike the Fund, indices are not investments, do not incur fees or
expenses and are not professionally managed. It is not possible to invest
directly in an index. The chart and table are intended to illustrate some of the
risks of investing in the Fund by showing the changes in the Fund's performance.
All returns include the reinvestment of dividends and distributions. As with all
mutual funds, past performance does not predict the Fund's future performance.
Performance results include the effect of any expense reduction arrangements. If
these arrangements were not in place, then the performance results would have
been lower. We may cease any reduction arrangements at any time. The Fund's
performance results do not reflect the cost of insurance and separate account
charges which are imposed under your VA contract or VLI policy.


CALENDAR-YEAR TOTAL RETURNS


[BAR CHART]

<TABLE>
<CAPTION>
 1995     1996     1997     1998
 ----     ----     ----     ----
<S>      <C>      <C>      <C>
18.30%   9.83%    8.11%     6.03%
</TABLE>

The Fund's year to date total return through March 31, 1999 was +0.99%.

Best Quarter:  1st quarter 1995, +5.62%

Worst Quarter: 1st quarter 1997, -1.00%



AVERAGE ANNUAL TOTAL RETURN - FOR PERIODS ENDED 12/31/98

<TABLE>
<CAPTION>
                                              1 YEAR          SINCE
                                                           INCEPTION ON
                                                             7/5/94
- ------------------------------------------------------------------------
<S>                                           <C>          <C>
Fund (%)                                       6.03           9.75
- ------------------------------------------------------------------------
Lehman Index (%)                               9.47            N/A
- ------------------------------------------------------------------------
Lipper Average (%)                             4.82            N/A
- ------------------------------------------ -------------- --------------
</TABLE>


                                       13
<PAGE>
              COLONIAL HIGH YIELD SECURITIES FUND, VARIABLE SERIES



INVESTMENT GOALS

The Fund seeks current income and total return.


PRIMARY INVESTMENT STRATEGIES

The Fund pursues its investment goal by investing primarily in lower rated
corporate debt securities. These securities have the following ratings:

- -     BBB through C by Standard & Poor's Corporation;

- -     Baa through D by Moody's Investor Services, Inc.;

- -     a comparable rating by another nationally recognized rating service; or

- -     the security is unrated and Colonial believes it to be comparable in
      quality to securities having such ratings as noted above.

Although the Fund will invest primarily in debt securities, the Fund may invest
in equity securities to seek capital appreciation. Equity securities include
common stocks, preferred stocks, warrants and debt securities convertible into
common stocks. Additionally, the Fund may invest in securities issued or
guaranteed by foreign governments or foreign companies, including securities
issued in emerging market countries.


PRIMARY INVESTMENT RISKS

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

Market risk is the risk that the price of a security held by the Fund will fall
due to changing economic, political or market conditions, or due to the
financial condition of the company which issued the security.

Lower rated debt securities are commonly referred to as "junk bonds" and are
considered speculative. Lower quality debt securities involve greater risk of
loss and are less liquid, especially during periods of economic uncertainty or
change, than higher quality debt securities.

Interest rate risk is the risk of a decline or increase in the price of a bond
when interest rates increase or decline. In general, if interest rates rise,
bond prices fall, and if interest rates fall, bond prices rise. Changes in the
values of bonds usually will not affect the amount of income the Fund receives
from them but will affect the value of the Fund's shares. Interest rate risk is
generally greater for bonds with longer maturities.

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


                                       14
<PAGE>
THE FUNDS  Colonial High Yield Securities Fund, Variable Series


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

Emerging markets are also subject to special risks. The risks of foreign
investments are typically increased in less developed and developing countries.
For example, political and economic structures in these countries may be new and
developing rapidly, which may cause instability. These countries are also more
likely to experience high levels of inflation, deflation or currency
devaluations, which could hurt their economies and securities markets.


PERFORMANCE HISTORY

We compare the Fund to the CS First Boston High Yield Index, an unmanaged index
that tracks the performance of high yield bond funds and the Lipper High Yield -
Annuities peer group average return (Lipper Average). This Lipper Average which
is calculated by Lipper, Inc. is composed of funds with similar investment
objectives as the Fund. Unlike the Fund, indices are not investments, do not
incur fees or expenses and are not professionally managed. It is not possible to
invest directly in an index. The Fund commenced investment operations on May 19,
1998, and therefore does not have a full calendar year of investment
performance.


                                       15
<PAGE>
                  LIBERTY ALL-STAR EQUITY FUND, VARIABLE SERIES



INVESTMENT GOALS

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.


PRIMARY INVESTMENT STRATEGIES

Under normal market conditions, the Fund invests primarily in equity and equity
related securities, which include common stocks, bonds convertible into stocks,
warrants and other rights to purchase stocks.

The Fund's sub-advisor, LAMCO, utilizes a 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). There are
five Portfolio Managers as of the date of this prospectus each of which employs
a different investment style. LAMCO attempts to rebalance 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 for the following reasons:

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

      -     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;

      -     Consequently, by allocating the Fund's portfolio on an approximately
            equal basis among Portfolio Managers employing different styles, the
            impact of any one 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

      -     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.

The Fund's current Portfolio Managers and investment styles are:

      -     J. P. Morgan Investment Management Inc. uses a value approach by
            investing in companies that are diversified across all sectors and
            that are undervalued relative to the firm's projected growth rates.

      -     Oppenheimer Capital uses a value approach by investing in companies
            that exhibit the ability to generate excess cash flow while earning
            high returns on invested capital.

      -     Boston Partners Asset Management, L.P. uses a value approach by
            investing in companies with low price-to-earnings and price-to-book
            ratios where a catalyst for positive change has been identified.

      -     Westwood Management Corporation uses a growth approach by investing
            in growth companies selling at reasonable valuations based on the
            firm's earnings projections which are not yet reflected in consensus
            estimates.

      -     Wilke/Thompson Capital Management, Inc. uses a growth approach by
            investing in companies that demonstrate the ability to sustain 
            strong secular growth across a broad range of market 
            capitalizations.

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.


                                       16
<PAGE>
THE FUNDS Liberty All-Star Equity Fund, Variable Series


LAMCO also may recommend Portfolio Manager changes to change the mix of
investment styles employed by the Fund's Portfolio Managers. The Board of
Trustees must approve all Portfolio Manager changes. LAMCO is also the manager
of Liberty All-Star Equity Fund, a multi-managed, closed-end fund. This 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.

The Fund will 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.


PRIMARY INVESTMENT RISKS

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

Market risk is the risk that the price of a security held by the Fund will fall
due to changing economic, political or market conditions, or due to the
financial condition of the company which issued the security.


                                       17
<PAGE>
THE FUNDS Liberty All-Star Equity Fund, Variable Series


PERFORMANCE HISTORY

The bar chart below shows the Fund's performance by illustrating the Fund's
total calendar-year return. The performance table following the bar chart shows
how the Fund's average annual total returns compare with those of a broad
measure of market performance for one year and the life of the Fund. We compare
the Fund to the Standard & Poor's 500 Index (S&P Index), an unmanaged index that
tracks the performance of a selection of widely held common stocks and the
Lipper Growth & Income - Annuities peer group average return (Lipper Average).
This Lipper Average which is calculated by Lipper, Inc. is composed of funds
with similar investment objectives as the Fund. Unlike the Fund, indices are not
investments, do not incur fees or expenses and are not professionally managed.
It is not possible to invest directly in an index. The chart and table are
intended to illustrate some of the risks of investing in the Fund by showing the
changes in the Fund's performance. All returns include the reinvestment of
dividends and distributions. As with all mutual funds, past performance does not
predict the Fund's future performance. Performance results include the effect of
any expense reduction arrangements. If these arrangements were not in place,
then the performance results would have been lower. We may cease any reduction
arrangements at any time. The Fund's performance results do not reflect the cost
of insurance and separate account charges which are imposed under your VA
contract or VLI policy.


CALENDAR-YEAR TOTAL RETURNS


[BAR GRAPH]

<TABLE>
<S>                     <C>
1998 .................. 18.87%
</TABLE>

The Fund's year to date total return through March 31, 1999 was 0.00%.

Best Quarter:  4th quarter 1998, +18.67%

Worst Quarter: 3rd quarter 1998, -12.05%



AVERAGE ANNUAL TOTAL RETURN - FOR PERIODS ENDED 12/31/98

<TABLE>
<CAPTION>
                                              1 YEAR          SINCE
                                                           INCEPTION ON
                                                             11/17/97
- ------------------------------------------------------------------------
<S>                                          <C>           <C>
Fund (%)                                       18.67          17.29
- ------------------------------------------------------------------------
S&P Index (%)                                  28.60           N/A
- ------------------------------------------------------------------------
Lipper Average (%)                             16.37           N/A
- ------------------------------------------------------------------------
</TABLE>


                                       18
<PAGE>
                         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 (SAI) contains names of and
biographical information on the Trustees.


INVESTMENT ADVISOR: LIBERTY ADVISORY SERVICES CORP.

LASC, located at 125 High Street, Boston Massachusetts 02110, is the investment
advisor to the Trust. LASC is an indirect wholly-owned subsidiary of Liberty
Financial Companies, Inc. ("LFC"). LASC has been an investment advisor since
1993. As of March 31, 1999, LASC managed over $727 million in assets. LASC
designates the Trust's Sub-Advisors, evaluates and monitors Sub-Advisors'
performance and investment programs and recommends to the Board of Trustees
whether Sub-Advisors' contracts should be continued or modified and the addition
or deletion of Sub-Advisors. LASC also has the responsibility of administering
the Trust's operations, which it may delegate, at its own expense, to certain
affiliates. LASC has delegated its administrative responsibilities to Colonial
in accordance with this authority.

For the 1998 fiscal year, the Trust paid LASC management fees at the following
annual rates of the average daily net assets of each specified Fund:

<TABLE>
<S>                                                                    <C>
      Colonial Growth and Income Fund, Variable Series                 0.65%
      Stein Roe Global Utilities Fund, Variable Series                 0.65%
      Colonial Small Cap Value Fund, Variable Series                   0.80% (1)
      Colonial U.S. Stock Fund, Variable Series                        0.80%
      Colonial Strategic Income Fund, Variable Series                  0.65%
      Colonial High Yield Securities Fund, Variable Series             0.60% (2)
      Liberty All-Star Equity Fund, Variable Series                    0.80% (3)
</TABLE>

(1)   The Small Cap Fund's advisor has voluntarily agreed to waive its
      management fee so that total expenses of the Fund do not exceed 1.00%. As
      a result the actual management fee paid to the advisor for the 1998 fiscal
      year was 0.00%

(2)   The High Yield Fund's advisor has voluntarily agreed to waive its
      management fee so that total expenses of the Fund do not exceed 0.80%. As
      a result the actual management fee paid to the advisor for the 1998 fiscal
      year was 0.00%

(3)   The All-Star Equity Fund's advisor has voluntarily agreed to waive a
      portion of its management fee. As a result the actual management fee paid
      to the advisor for the 1998 fiscal year was 0.76%


INVESTMENT SUB-ADVISORS AND PORTFOLIO MANAGERS

The Sub-Advisors manage the assets of the Funds under the supervision of LASC
and the Board of Trustees. Each Sub-Advisor determines which securities and
other instruments are purchased and sold for the Fund(s) it sub-advises. Each
Sub-Advisor is an indirect wholly-owned subsidiary of LFC.

COLONIAL

Colonial, an investment advisor since 1931, is the Sub-Advisor of each of the
Growth & Income Fund, Small Cap Fund, U.S. Stock Fund, Strategic Income Fund and
High Yield Fund. Colonial's principal business address is One Financial Center,
Boston, Massachusetts 02111. As of March 31, 1999, Colonial managed over $16.7
billion in assets.


                                       19
<PAGE>
TRUST MANAGEMENT ORGANIZATIONS


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 each specified Fund:

<TABLE>
<S>                                                                      <C>
      Colonial Growth and Income Fund, Variable Series                   0.45%
      Colonial Small Cap Value Fund, Variable Series                     0.60%
      Colonial U.S. Stock Fund, Variable Series                          0.60%
      Colonial Strategic Income Fund, Variable Series                    0.45%
      Colonial High Yield Securities Fund, Variable Series               0.40%
</TABLE>

Colonial also provides transfer agency, pricing and record keeping services for
the Funds under separate agreements.

John E. Lennon, Senior Vice President of Colonial, has managed the Growth &
Income Fund since 1997 and has managed various other Colonial equity funds since
1982.

Mark Stoeckle has managed the U.S. Stock Fund since December, 1996. Mr. Stoeckle
is a Senior Vice President of Colonial. 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. He
also has managed the High Yield Fund since January, 1999. Mr. Ericson, a Senior
Vice President of Colonial and director of Colonial's Taxable Fixed Income
Group, has managed various Colonial taxable income funds since 1985.

James P. Haynie, Senior Vice President of Colonial, has co-managed the Colonial
Small Cap Fund since 1993.

Michael Rega, Vice President of Colonial, has co-managed the Colonial Small Cap
Fund since 1996. He was an analyst at Colonial from 1993 to 1996.


STEIN ROE

Stein Roe, an investment advisor since 1932, is the Sub-Advisor of the Global
Utilities Fund. Stein Roe's principal address is One South Wacker Drive,
Chicago, Illinois 60606. As of March 31, 1999, Stein Roe managed over $30.1
billion in assets.

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.

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, which include managing other Stein Roe and Colonial funds.

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.


                                       20
<PAGE>
TRUST MANAGEMENT ORGANIZATIONS


LAMCO AND LAMCO'S PORTFOLIO MANAGERS

LAMCO, an investment advisor since 1985, is the Sub-Advisor of the All-Star
Equity Fund. LAMCO's principal address is 600 Atlantic Avenue, 23rd Floor,
Boston, Massachusetts 02210. As of March 31, 1999, LAMCO managed over $1.6
billion in assets.

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 Equity Fund.

LAMCO is a manager of other investment managers which LAMCO recommends to the
Board of Trustees for appointment pursuant to a portfolio management agreement
among the Trust, LAMCO and the Portfolio Manager. That management agreement
permits each Portfolio Manager to have full investment discretion and authority
over investment of a portion of the Fund's assets.

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

No one individual at LAMCO is responsible for LAMCO's investment management of
the All-Star Equity Fund. The following individuals who work for the indicated
Portfolio Managers manage a portion of All-Star Equity Fund's assets:

- -     Henry D. Cavanna, Managing Director of J.P. Morgan Investment Management,
      Inc.

- -     John Lindenthal, Managing Director of Oppenheimer Capital

- -     Mark Donovan, Chairman, Equity Strategy Committee, of Boston Partners
      Asset Management, L.P.

- -     Susan M. Byrne, President and Chief Executive Officer of Westwood
      Management Corp.

- -     Mark A. Thompson, Chairman and Chief Investment Officer of Wilke/Thompson
      Capital Management, Inc.

A more complete description of each Portfolio Manager is included in the SAI.
The Trust and LAMCO have received an exemptive order from the SEC that permits
the All-Star Equity Fund to change Portfolio Managers without a vote of the
shareholders. Information regarding any new Portfolio Manager is sent to holders
of VA contracts and VLI policies within 90 days following the effective date of
the change.


AFFILIATED BROKER/DEALER

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


                                       21
<PAGE>
                      OTHER INVESTMENT STRATEGIES AND RISKS


Each Fund's primary investments and its risks are described above in its
individual description. This section describes other investments a Fund may make
and the risks associated with them. In seeking to achieve its goal, each Fund
may invest in various types of securities and engage in various investment
techniques which are not the principle focus of the Fund and therefore are not
described in this prospectus. These types of securities and investment practices
are identified and discussed in the Funds' SAI, which you may obtain free of
charge (see back cover). Approval by the Funds' shareholders is not required to
modify or change any of the Funds' investment goals or investment strategies.


TEMPORARY DEFENSIVE MEASURES

With the exception of the All-Star Equity Fund, each Fund's Sub-Advisor may
determine that adverse market conditions make it desirable to temporarily
suspend the Fund's normal investment activities. During such times, as a
temporary defensive strategy, the Fund may, but is not required to, invest in
cash or high quality, short-term debt securities, without limit.

(High Yield Fund) If necessary, the Fund has the ability to invest 100% of its
assets in higher rated securities, if, in Colonial's opinion, economic
conditions create a situation where yield spreads narrow between lower and
higher rated securities.

Taking a temporary defensive position may prevent a Fund from achieving its
investment objective.


U.S. GOVERNMENT SECURITIES

(Strategic Income Fund) The Fund will invest in U.S. Government securities,
including U.S. Treasuries and securities of various U.S. government agencies.
Agency securities include mortgage-backed securities, which represent interests
in pools of mortgages. The Fund has flexibility to vary its allocation among
different types of U.S. Government securities based upon the Sub-Advisor's
judgement of which types of securities will outperform others. In selecting
investments for the Fund, the Sub-Advisor considers a security's expected
income, together with its potential to rise or fall in price.


STRUCTURE RISK

(Strategic Income Fund) Structure risk is the risk that an event will occur
(such as a security being prepaid or called) that alters the security's cash
flows. Prepayment risk is a particular type of risk that involves both
mortgage-backed securities (which are guaranteed by a U.S. Government agency)
and asset-backed securities (which are interests in pools of debt securities).
Prepayment risk is the possibility that asset-backed securities may be prepaid
if the underlying debt securities are prepaid. Prepayment risk for
mortgage-backed securities is the possibility that, as interest rates fall,
homeowners are more likely to refinance their home mortgages. When mortgages are
refinanced, the principal on mortgage-backed securities is paid earlier than
expected. In an environment of declining interest rates, asset-backed securities
and mortgage-backed securities may offer less potential for gain than other debt
securities. During periods of rising interest rates, these securities have a
high risk of declining in price because the declining prepayment rates
effectively increase the maturity of the securities. In addition, the potential
impact of prepayment on the price of a security may be difficult to predict and
result in greater volatility.


ZERO COUPON BONDS

(Global Utilities Fund, Strategic Income Fund, High Yield Fund) Zero coupon
bonds are issued at less than their fair value and do not make any payments of
interest. As a result, these bonds involve greater credit risk and are subject
to greater volatility than bonds that pay cash interest on a current basis.


                                       22
<PAGE>
OTHER INVESTMENT STRATEGIES AND RISKS


HEDGING STRATEGIES

Each Fund may enter into a number of hedging strategies, including those that
employ futures and options, to gain or reduce exposure to particular securities
or markets. These strategies, which are commonly referred to as derivatives, may
involve the use of financial instruments whose values depend on, or are derived
from the value of an underlying security, an index or a currency. A Fund may use
these strategies for hedging purposes (attempting to offset a potential loss in
one position by establishing an interest in an opposite position) or to adjust
the Fund's duration. Hedging strategies involve the risk that they may
exaggerate a loss, potentially losing more money than the actual cost of the
security, or limit a potential gain. Also, with some hedging strategies there is
the risk that the other party to the transaction may fail to honor its contract
terms, causing a loss to a Fund.


YEAR 2000 COMPLIANCE

Like other investment companies, financial and business organizations and
individuals around the world, the Funds could be adversely affected if the
computer systems used by LASC, the Sub-Advisors and other service providers do
not properly process and calculate date-related information and data from and
after January 1, 2000. This is commonly known as the "Year 2000 Problem." LASC,
the Sub-Advisors, the Funds' distributors and transfer agent (Liberty Companies)
are taking steps that they believe are reasonably designed to address the Year
2000 Problem, including communicating with vendors who furnish services,
software and systems to the Funds, to provide that date-related information and
data can be properly processed after January 1, 2000. Many Fund service
providers and vendors, including the Liberty Companies, are in the process of
making Year 2000 modifications to their software and systems and believe that
such modifications will be completed on a timely basis prior to January 1, 2000.
However, no assurances can be given that all modifications required to ensure
proper data processing and calculation on and after January 1, 2000 will be
timely made or that services to the Fund will not be adversely affected. Some of
the Funds invest in emerging markets in developing countries and some reports
indicate that developing countries may be behind other countries with respect to
Year 2000 Compliance.


                                       23
<PAGE>
                                               FINANCIAL HIGHLIGHTS


The financial highlights tables that follow are intended to help you understand
the Funds' financial performance. Information is shown for the Funds' last five
fiscal years, (or shorter period if a Fund commenced operations less than five
years ago) which run from January 1 to December 31. Certain information reflects
financial results for a single fund share. This information has been audited by
PricewaterhouseCoopers LLP, independent accountants, whose report, along with
the Funds' financial statements, is included in the Trust's annual report. 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. You can request a free annual report by writing
Keyport Financial Services Corp. (see back cover for address) or by calling or
writing the Participating Insurance Company which issued your VA contract or VLI
policy.


COLONIAL GROWTH AND INCOME FUND, VARIABLE SERIES

<TABLE>
<CAPTION>
                                                                                  Years Ended December 31,
                                                           1998            1997            1996           1995           1994
<S>                                                     <C>             <C>              <C>            <C>            <C>
 PER SHARE OPERATING PERFORMANCE:
 Net asset value, beginning of period ($)                 15.34           13.96           12.60          10.03          10.36
- ------------------------------------------------------------------------------------------------------------------------------
 Net investment income (a)                                 0.20            0.28            0.28           0.29           0.26
- ------------------------------------------------------------------------------------------------------------------------------
 Net realized and unrealized gains (losses) on
    investments and foreign currency transactions          1.50            3.75            1.98           2.72          (0.34)
- ------------------------------------------------------------------------------------------------------------------------------
 Total from investment operations                          1.70            4.03            2.26           3.01          (0.08)
- ------------------------------------------------------------------------------------------------------------------------------
 Less distributions:
- ------------------------------------------------------------------------------------------------------------------------------
    Dividends from net investment income                  (0.18)          (0.27)          (0.28)         (0.25)         (0.25)
- ------------------------------------------------------------------------------------------------------------------------------
    In excess of net investment income                    (0.00)          (0.01)             --             --             --
- ------------------------------------------------------------------------------------------------------------------------------
    Dividends from net realized gains                     (0.47)          (2.37)          (0.62)         (0.19)            --
- ------------------------------------------------------------------------------------------------------------------------------
    In excess of net realized gains                       (0.00)             --              --             --             --
- ------------------------------------------------------------------------------------------------------------------------------
 Total distributions                                      (0.65)          (2.65)          (0.90)         (0.44)         (0.25)
- ------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of year ($)                          16.39           15.34           13.96          12.60          10.03
- ------------------------------------------------------------------------------------------------------------------------------
 TOTAL RETURN:

   Total investment return (%) (b)                        11.13           28.97           17.89          30.03          (0.76)
- ------------------------------------------------------------------------------------------------------------------------------
 RATIOS/SUPPLEMENTAL DATA:

 Net assets, end of year (000) ($)                      149,820         106,909          93,247         71,070         48,052
- ------------------------------------------------------------------------------------------------------------------------------
 Ratio of net expenses to average net assets (%)           0.76(c)         0.79(c)         0.79(c)        0.81(c)        0.87
- ------------------------------------------------------------------------------------------------------------------------------
 Ratio of net investment income to                         1.24(c)         1.77(c)         2.02(c)        2.51(c)        2.82
    average net assets (%)
- ------------------------------------------------------------------------------------------------------------------------------
 Portfolio turnover ratio (%)                                28              60              24             79             55
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

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

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


                                       24
<PAGE>
FINANCIAL HIGHLIGHTS


STEIN ROE GLOBAL UTILITIES FUND, VARIABLE SERIES


<TABLE>
<CAPTION>
                                                                               Years Ended December 31,
                                                       1998             1997             1996             1995             1994
<S>                                                   <C>              <C>              <C>               <C>              <C>
PER SHARE OPERATING PERFORMANCE:
- ---------------------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of year ($)                 11.92            10.70            10.50             8.11             9.65
- ---------------------------------------------------------------------------------------------------------------------------------
Net investment income (a)                               0.24             0.46             0.46             0.46             0.54
- ---------------------------------------------------------------------------------------------------------------------------------
Net realized and unrealized gains (losses)
   on investments                                       1.93             2.62             0.23             2.39            (1.53)
- ---------------------------------------------------------------------------------------------------------------------------------
Total from investment operations                        2.17             3.08             0.69             2.85            (0.99)
- ---------------------------------------------------------------------------------------------------------------------------------
Less distributions:
- ---------------------------------------------------------------------------------------------------------------------------------
   Dividends from net investment income                (0.21)           (0.48)           (0.49)           (0.46)           (0.55)
- ---------------------------------------------------------------------------------------------------------------------------------
   In excess of net investment income                  (0.01)              --               --               --               --
- ---------------------------------------------------------------------------------------------------------------------------------
   Dividends from net realized gains                   (0.11)           (1.38)              --               --               --
- ---------------------------------------------------------------------------------------------------------------------------------
Total distributions                                    (0.33)           (1.86)           (0.49)           (0.46)           (0.55)
- ---------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of year ($)                       13.76            11.92            10.70            10.50             8.11
- ---------------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN:

   Total investment return (%)(b)                      18.33            28.75             6.53            35.15           (10.27)
- ---------------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA:

Net assets, end of year (000) ($)                     71,186           54,603           47,907           51,597           38,156
- ---------------------------------------------------------------------------------------------------------------------------------
Ratio of net expenses to average net assets (%)         0.82(c)          0.83(c)          0.81(c)          0.83(c)          0.86
- ---------------------------------------------------------------------------------------------------------------------------------
Ratio of net investment income to                       1.90(c)          3.96(c)          4.36(c)          4.98(c)          5.80
   average net assets (%)
- ---------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover ratio (%)                              53               89               14               18               16
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

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

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


                                       25
<PAGE>
FINANCIAL HIGHLIGHTS


COLONIAL SMALL CAP VALUE FUND, VARIABLE SERIES


<TABLE>
<CAPTION>
                                                             Year Ended December 31,
                                                                    1998***
<S>                                                          <C>
  PER SHARE OPERATING PERFORMANCE:

  Net asset value, beginning of period ($)                         10.00
- ------------------------------------------------------------------------------------
  Net investment income (a)                                         0.08
- ------------------------------------------------------------------------------------
  Net realized and unrealized losses on investments                (1.41)
- ------------------------------------------------------------------------------------
  Total from investment operations                                 (1.33)
- ------------------------------------------------------------------------------------
  Less distributions:
- ------------------------------------------------------------------------------------
     Dividends from net investment income                          (0.07)
- ------------------------------------------------------------------------------------
     In excess of net investment income                            (0.01)
- ------------------------------------------------------------------------------------
  Total distributions                                              (0.08)
- ------------------------------------------------------------------------------------
  Net asset value, end of period                                    8.59
- ------------------------------------------------------------------------------------
  TOTAL RETURN

     Total investment return (%)(b)(c)                            (13.25)**
- ------------------------------------------------------------------------------------
  RATIOS/SUPPLEMENTAL DATA:

  Net assets, end of period (000) ($)                              1,782
- ------------------------------------------------------------------------------------
  Ratio of expenses to average net assets (%) (d)(e)                1.00*
- ------------------------------------------------------------------------------------
  Ratio of net investment income to                                 1.41*
     average net assets (%) (c)(e)
- ------------------------------------------------------------------------------------
  Portfolio turnover ratio (%)                                        51**
- ------------------------------------------------------------------------------------
</TABLE>

*     Annualized.

**    Not Annualized.

***   For the period from the commencement of operations May 19, 1998 to
      December 31, 1998.

(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 Manager's expense limitation undertaking.

(d)   If the Fund had paid all of its expenses and there had been no
      reimbursement from the Manager, this ratio would have been 4.34%
      (annualized).

(e)   The benefits derived from custody credits and directed brokerage
      arrangements had no impact.


                                       26
<PAGE>
FINANCIAL HIGHLIGHTS


COLONIAL U.S. STOCK FUND, VARIABLE SERIES

<TABLE>
<CAPTION>
                                                                                                                    Period Ended
                                                                        Years Ended December 31,                     December 31,
                                                          1998           1997           1996           1995             1994***
<S>                                                    <C>            <C>            <C>            <C>           <C>
PER SHARE OPERATING PERFORMANCE:

Net asset value, beginning of year ($)                   16.29          14.22          12.36          10.27             10.00
- ---------------------------------------------------------------------------------------------------------------------------------
Net investment income (a)                                 0.16           0.20           0.19           0.21              0.09
- ---------------------------------------------------------------------------------------------------------------------------------
Net realized and unrealized gains on investments          3.12           4.37           2.52           2.84              0.35
- ---------------------------------------------------------------------------------------------------------------------------------
Total from investment operations                          3.28           4.57           2.71           3.05              0.44
- ---------------------------------------------------------------------------------------------------------------------------------
Less distributions:
- ---------------------------------------------------------------------------------------------------------------------------------
   Dividends from net investment income                  (0.12)         (0.18)         (0.17)         (0.16)            (0.11)
- ---------------------------------------------------------------------------------------------------------------------------------
   In excess of net investment income                       --          (0.01)            --             --                --
- ---------------------------------------------------------------------------------------------------------------------------------
   Dividends from net realized gains                     (0.64)         (2.30)         (0.68)         (0.80)            (0.06)
- ---------------------------------------------------------------------------------------------------------------------------------
   In excess of net realized gains                       (0.02)         (0.01)            --             --                --
- ---------------------------------------------------------------------------------------------------------------------------------
Total distributions                                      (0.78)         (2.50)         (0.85)         (0.96)            (0.17)
- ---------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of year ($)                         18.79          16.29          14.22          12.36             10.27
- ---------------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN:

   Total investment return (%) (b)                       20.15          32.23          21.84          29.70(c)           4.40(c)**
- ---------------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA:

Net assets, end of period (000) ($)                    146,239         96,715         60,855         43,017            15,373
- ---------------------------------------------------------------------------------------------------------------------------------
Ratio of net expenses to average net assets (%)           0.90(e)        0.94(e)        0.95(e)        1.00(d)(e)        1.00(d)*
- ---------------------------------------------------------------------------------------------------------------------------------
Ratio of net investment income to
   average net assets (%)                                 0.88(e)        1.19(e)        1.39(e)        1.72(c)(e)        2.16(c)*
- ---------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover ratio (%)                                64             63             77            115                52**
- ---------------------------------------------------------------------------------------------------------------------------------
</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 Manager's expense limitation undertaking.

(d)   If the Fund had paid all of its expenses and there had been no
      reimbursement from the Manager, 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.


                                       27
<PAGE>
FINANCIAL HIGHLIGHTS


COLONIAL STRATEGIC INCOME FUND, VARIABLE SERIES

<TABLE>
<CAPTION>
                                                                                                                       Period Ended
                                                                      Years Ended December 31,                          December 31,
                                                        1998            1997            1996              1995            1994***
<S>                                                   <C>            <C>              <C>               <C>             <C>
PER SHARE OPERATING PERFORMANCE:

Net asset value, beginning of year ($)                  11.15          11.04            10.99             9.79            10.00
- ------------------------------------------------------------------------------------------------------------------------------------
Net investment income (a)                                0.91           0.90             0.92             0.55             0.30
- ------------------------------------------------------------------------------------------------------------------------------------
Net realized and unrealized gains (losses)
   on investments                                       (0.24)          0.11             0.16             1.24            (0.19)
- ------------------------------------------------------------------------------------------------------------------------------------
Total from investment operations                         0.67           1.01             1.08             1.79             0.11
- ------------------------------------------------------------------------------------------------------------------------------------
Less distributions:
- ------------------------------------------------------------------------------------------------------------------------------------
   Dividends from net investment income                 (0.72)         (0.79)           (0.96)           (0.56)           (0.31)
- ------------------------------------------------------------------------------------------------------------------------------------
   In excess of net investment income                   (0.02)         (0.05)              --               --               --
- ------------------------------------------------------------------------------------------------------------------------------------
   Dividends from net realized gains                       --          (0.05)           (0.07)           (0.03)           (0.01)
- ------------------------------------------------------------------------------------------------------------------------------------
   In excess of net realized gains                         --          (0.01)              --               --               --
- ------------------------------------------------------------------------------------------------------------------------------------
Total distributions                                     (0.74)         (0.90)           (1.03)           (0.59)           (0.32)
- ------------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of year ($)                        11.08          11.15            11.04            10.99             9.79
- ------------------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN:

   Total investment return (%)(b)                        6.03           9.11(c)          9.83(c)         18.30(c)          1.10(c)**
- ------------------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA:

Net assets, end of year (000) ($)                     118,985         73,175           53,393           48,334           13,342
- ------------------------------------------------------------------------------------------------------------------------------------
Ratio of net expenses to average net assets (%)          0.78(e)        0.80(d)(e)       0.80(d)(e)       0.84(d)(e)       1.00(d)*
- ------------------------------------------------------------------------------------------------------------------------------------
Ratio of net investment income to
   average net assets (%)                                7.92(e)        7.86(c)(e)       8.13(c)(e)       8.08(c)(e)       7.33(c)*
- ------------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover ratio (%)                               50             94              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 Manager's expense limitation undertaking.

(d)   If the Fund had paid all of its expenses and there had been no
      reimbursement from the Manager, these ratios would have been 0.82%, 0.86%,
      0.94% and 1.60% (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.


                                       28
<PAGE>
FINANCIAL HIGHLIGHTS


COLONIAL HIGH YIELD SECURITIES FUND, VARIABLE SERIES

<TABLE>
<CAPTION>
                                                                               Period Ended
                                                                               December 31,
                                                                                 1998***
<S>                                                                            <C>
PER SHARE OPERATING PERFORMANCE:

Net asset value, beginning of period ($)                                         10.00
- --------------------------------------------------------------------------------------------
Net investment income (a)                                                         0.48
- --------------------------------------------------------------------------------------------
Net realized and unrealized losses on investments                                (0.74)
- --------------------------------------------------------------------------------------------
Total from investment operations                                                 (0.26)
- --------------------------------------------------------------------------------------------
Less distributions:
- --------------------------------------------------------------------------------------------
   Dividends from net investment income                                          (0.43)
- --------------------------------------------------------------------------------------------
   In excess of net investment income                                            (0.00)
- --------------------------------------------------------------------------------------------
Total distributions                                                              (0.43)
- --------------------------------------------------------------------------------------------
Net asset value, end of period ($)                                                9.31
- --------------------------------------------------------------------------------------------
TOTAL RETURN:

   Total investment return (%) (b)(c)                                            (2.57)**
- --------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA:

Net assets, end of year (000) ($)                                                5,915
- --------------------------------------------------------------------------------------------
Ratio of expenses to average net assets (%) (d)(e)                                0.80*
- --------------------------------------------------------------------------------------------
Ratio of net investment income to average net assets (%) (c)(e)                   7.93*
Portfolio turnover ratio (%)                                                        23**
- --------------------------------------------------------------------------------------------
</TABLE>


*     Annualized.

**    Not Annualized.

***   For the period from the commencement of operations May 19, 1998 to
      December 31, 1998.

(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 Manager's expense limitation undertaking.

(d)   If the Fund had paid all of its expenses and there had been no
      reimbursement from the Manager, this ratio would have been 1.84%
      (annualized).

(e)   The benefits derived from custody credits and directed brokerage
      arrangements had no impact.


                                       29
<PAGE>
FINANCIAL HIGHLIGHTS


LIBERTY ALL-STAR EQUITY FUND, VARIABLE SERIES

<TABLE>
<CAPTION>
                                                                 Year Ended            Period Ended
                                                                 December 31,           December 31,
                                                                    1998                   1997***
<S>                                                              <C>                    <C>
PER SHARE OPERATING PERFORMANCE:

Net asset value, beginning of year ($)                              10.07                  10.00
- ---------------------------------------------------------------------------------------------------
Net investment income (a)                                            0.06                   0.01
- ---------------------------------------------------------------------------------------------------
Net realized and unrealized gains on investments                     1.82                   0.07
- ---------------------------------------------------------------------------------------------------
Total from investment operations                                     1.88                   0.08
- ---------------------------------------------------------------------------------------------------
Less distributions:
- ---------------------------------------------------------------------------------------------------
   Dividends from net investment income                             (0.05)                 (0.01)
- ---------------------------------------------------------------------------------------------------
   In excess of net investment income                               (0.00)                    --
- ---------------------------------------------------------------------------------------------------
Total distributions                                                 (0.05)                 (0.01)
- ---------------------------------------------------------------------------------------------------
Net asset value, end of year ($)                                    11.90                  10.07
- ---------------------------------------------------------------------------------------------------
TOTAL RETURN:

   Total investment return (%)(b)(c)                                18.67                   0.80**
- ---------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA:

Net assets, end of period (000) ($)                                44,870                 22,228
- ---------------------------------------------------------------------------------------------------
Ratio of net expenses to average net assets (%) (d)(e)               1.00                   1.00*
- ---------------------------------------------------------------------------------------------------
Ratio of net investment income to
   average net assets (%)(c)(e)                                      0.54                   0.83*
- ---------------------------------------------------------------------------------------------------
Portfolio turnover ratio (%)                                           70                      1**
- ---------------------------------------------------------------------------------------------------
</TABLE>


*     Annualized.

**    Not Annualized.

***   For the period from the commencement of operations November 17, 1997 to
      December 31, 1997.

(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 Manager's expense limitation undertaking.

(d)   If the Fund had paid all of its expenses and there had been no
      reimbursement from the Manager, this ratio would have been 1.04% and 1.45%
      (annualized), respectively.

(e)   The benefits derived from custody credits and directed brokerage
      arrangements had no impact.


                                       30
<PAGE>
                             SHAREHOLDER INFORMATION


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


HOW A FUND'S SHARE PRICE IS DETERMINED Each share price is its NAV next
determined. NAV is the difference between the value of a fund's assets and
liabilities divided by the number of shares outstanding. The NAV is determined
at the close of the New York Stock Exchange ("NYSE"), usually 4:00 p.m. Eastern
time, on each business day that the NYSE is open (typically Monday through
Friday).

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

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

We value a security at fair value when events have occurred after the last
available market price and before the close of the NYSE that materially affect
the security's price. In the case of foreign securities, this could include
events occurring after the close of the foreign market and before the close of
the NYSE.

A Fund's foreign securities may trade on days when the NYSE is closed for
trading and Participating Insurance Companies may not purchase or redeem shares.


DIVIDENDS AND DISTRIBUTIONS Each Fund intends to declare and distribute, as
dividends or capital gain 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
investment advisory and administrative fees). Income dividends will be declared
and distributed annually. All net short-term and long-term capital gains of each
Fund realized during the fiscal year are declared and distributed periodically,
no less frequently than annually. All dividends and distributions are reinvested
in additional shares of the Fund at NAV, as of the record date for the
distributions.


TAX CONSEQUENCES Each Fund is treated as a separate entity for federal income
tax purposes and has elected or intends to elect to be treated, and intends to
qualify each year as a "regulated investment company" under Subchapter M of the
Internal Revenue Code (the "Code"). Each Fund must satisfy certain requirements
relating to the sources of its income, diversification of its assets and
distribution of its income to shareholders to qualify as a regulated investment
company. As a regulated investment company, a Fund will not be subject to
federal income tax on any net investment income and net realized capital gains
that are distributed to its shareholders as required under the Code.

In addition, each Fund follows certain portfolio diversification requirements
imposed by the Code on separate accounts of insurance companies relating to the
tax-deferred status of VA contracts and VLI policies. More specific information
on these diversification requirements is contained in the prospectus that
describes a particular VA contract or VLI policy.


                                       31
<PAGE>
FOR MORE INFORMATION

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

You may wish to read the SAI for more information on the Funds and the
securities in which they invest. The SAI is incorporated into this prospectus by
reference, which means that it is considered to be part of this prospectus.

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

Keyport Financial Services Corp.
125 High Street
Boston, MA 02111
1-800-437-4466

or by calling or writing the Participating Insurance Company which issued your
VA contract or VLI policy.

Text-only versions of all Fund documents can be viewed online or downloaded from
the SEC at www.sec.gov.

You can review and copy information about the Funds by visiting the following
location, and you can obtain copies upon payment of a duplicating fee, by
writing the:

Public Reference Room
Securities and Exchange Commission
Washington, DC 20549-6009

Information on the operation of the Public Reference Room may be obtained by
calling 1-800-SEC-0330.

INVESTMENT COMPANY ACT FILE NUMBER:
Liberty Variable Investment Trust :  811-07556

Colonial Growth and Income Fund, Variable Series
Stein Roe Global Utilities Fund, Variable Series
Colonial Small Cap Value Fund, Variable Series
Colonial U.S. Stock Fund, Variable Series
Colonial Strategic Income Fund, Variable Series
Colonial High Yield Securities Fund, Variable Series
Liberty All-Star Equity Fund, Variable Series

<PAGE>

                        LIBERTY VARIABLE INVESTMENT TRUST

                              One Financial Center
                           Boston, Massachusetts 02111

                Colonial Growth and Income Fund, Variable Series
                Stein Roe Global Utilities Fund, Variable Series
             Colonial International Fund for Growth, Variable Series
                    Colonial U.S. Stock Fund, Variable Series
                 Colonial Strategic Income Fund, Variable Series
                       Newport Tiger Fund, Variable Series
                  Liberty All-Star Equity Fund, Variable Series
                 Colonial Small Cap Value Fund, Variable Series
              Colonial High Yield Securities Fund, Variable Series


                       STATEMENT OF ADDITIONAL INFORMATION
                                DATED MAY 1, 1999

   
         The Statement of Additional Information ("SAI") is not a Prospectus,
but should be read in conjunction with the Trust's Prospectus, dated May 1, 1999
and any supplement thereto, which may be obtained at no charge by calling
Keyport Financial Services Corp. ("KFSC") 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 May 1, 1999.

<PAGE>
                                TABLE OF CONTENTS
<TABLE>
   
<CAPTION>
ITEM                                                                        PAGE
- ----                                                                        ----
<S>                                                                         <C>
ORGANIZATION AND HISTORY..................................................S-3

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

INVESTMENT RESTRICTIONS    ...............................................S-7
         Colonial Growth and Income Fund, Variable Series.................S-8
         Stein Roe Global Utilities Fund, Variable Series.................S-9
         Colonial International Fund for Growth, Variable Series..........S-10
         Colonial U.S. Stock Fund, Variable Series........................S-11
         Colonial Strategic Income Fund, Variable Series..................S-12
         Newport Tiger Fund, Variable Series..............................S-13
         Liberty All-Star Equity Fund, Variable Series....................S-14
         Colonial Small Cap Value Fund, Variable Series...................S-16
         Colonial High Yield Securities Fund, Variable Series.............S-17

MORE FACTS ABOUT TRUST     ...............................................S-18
         Mixed and Shared Funding.........................................S-18
         Organization.....................................................S-19
         Trustees and Officers............................................S-20
         Principal Holders of Securities..................................S-26
         Custodians.......................................................S-26

OTHER CONSIDERATIONS       ...............................................S-27
         Portfolio Turnover...............................................S-27
         Suspension of Redemptions........................................S-27
         Valuation of Securities..........................................S-28
         Portfolio Transactions...........................................S-29

DESCRIPTION OF CERTAIN INVESTMENTS........................................S-33
         Money Market Instruments.........................................S-33
         Investments in Less Developed Countries..........................S-35
         Foreign Currency Transactions....................................S-36
         Options on Securities............................................S-40
         Futures Contracts and Related Options............................S-43
         Securities Loans  ...............................................S-47

INVESTMENT PERFORMANCE     ...............................................S-47

INDEPENDENT ACCOUNTANTS AND FINANCIAL STATEMENTS..........................S-49
</TABLE>
    


                                      S-2

<PAGE>
                            ORGANIZATION AND HISTORY

   
         Liberty 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
nine 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"); 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"); Liberty All-Star Equity Fund, Variable
Series ("All-Star Equity Fund"); Colonial Small Cap Value Fund, Variable Series
("Small Cap Fund") and Colonial High Yield Securities Fund, Variable Series
("High Yield Fund"). The Trust may add or delete Funds from time to time. The
Trust commenced operations on July 1, 1993.
    

   
The 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 of the owners
of VA contracts and VLI policies arising from the fact that certain interests of
owners may differ. Additional information regarding such differing interests and
related risks are described below under "MORE FACTS ABOUT THE TRUST -- MIXED AND
SHARED FUNDING."
    

                    INVESTMENT MANAGEMENT AND OTHER SERVICES
                                     GENERAL

   
         LASC serves as Manager pursuant to investment advisory agreements
between the Trust on behalf 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 December 31, 1998, approximately 71.95% 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, U.S. Stock Fund, Strategic Income Fund, Small Cap Fund and
High Yield 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


                                      S-3

<PAGE>
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 Equity
Fund pursuant to the Management Agreement for such Fund (to which LAMCO is a
party). All-Star Equity 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 Portfolio Manager
provides these services under a Portfolio Management Agreement (the "Portfolio
Management Agreements") among the Trust, on behalf of All-Star Equity Fund,
LAMCO and such Portfolio Manager.

         All-Star Equity Fund's current Portfolio Managers are:

                  J.P. Morgan Investment Management Inc.
                  Oppenheimer Capital
                  Boston Partners Asset Management, L.P.
                  Westwood Management Corp.
                  Wilke/Thompson Capital Management, Inc.

   
         LASC. 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: Paul H. LeFevre, Jr. (principal
executive officer), Stewart R. Morrison, and Mark R. Tully. Mr. LeFevre also is
a director of KFSC, the principal underwriter for shares of the Funds sold to
Participating Insurance Companies (as such term is defined in the Prospectus)
that are affiliated with Keyport.
    

   
         Colonial. Liberty Funds Group LLC ("LFG"), One Financial Center,
Boston, Massachusetts 02111, owns all of the outstanding common stock of
Colonial. LFG is an indirect wholly-owned subsidiary of LFC. The directors and
principal executive officer of Colonial are Nancy L. Conlin, Stephen E. Gibson
(principal executive officer) and Joseph R. Palombo.
    

   
         Stein Roe. 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) and Thomas W. Butch.
    

   
         Newport. Newport Pacific Management, Inc. ("Newport Pacific"), 580
California Street, San Francisco, California 94104, owns 75.1% of the
outstanding common stock of Newport. LFC owns the balance. 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), Kenneth R. Leibler, and Lindsay Cook.
    


                                      S-4

<PAGE>
   
         LAMCO and 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, Lindsay Cook, C. Allen Merritt, Jr. and William
R. Parmentier (principal executive officer).
    

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

   
- -        J.P. Morgan Investment Management, Inc. J.P. Morgan Investment
         Management Inc. ("J.P. Morgan"), an investment advisor since 1984, is
         located at 522 Fifth Avenue, New York, New York 10036, is a
         wholly-owned subsidiary of J.P. Morgan & Co. Incorporated, a New York
         Stock Exchange ("NYSE") 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. Kenneth W. Anderson,
         Jeff M. Garrity, John W. Schmidlin, Gilbert Van Hassel and Hendrick Van
         Riel and Ms. Isabel H. Sloane. As of March 31, 1999, J.P. Morgan
         managed over $316 billion in assets.
    

   
- -        Oppenheimer Capital. Oppenheimer Capital, an investment advisor since
         1969, is located at Oppenheimer Tower, 1 World Financial Center, New
         York, New York 10281, is a Delaware partnership and an indirect
         wholly-owned subsidiary of PIMCO Advisors L.P. Oppenheimer Capital's
         Chief Operating Officer (principal executive officer) is James
         McCaughan. As of December 31, 1998, Oppenheimer Capital managed over
         $62 billion in assets.
    

   
- -        Boston Partners Asset Management, L.P. Boston Partners Asset
         Management, L.P. ("Boston Partners"), an investment advisor since 1995,
         is located at 28 State Street, 21st Floor, Boston, Massachusetts 02109.
         The firm is owned by its partners. Desmond J. Heathwood is the sole
         General Partner. As of March 31, 1999, Boston Partners managed over
         $15.2 billion in assets.
    

   
- -        Westwood Management Corp. Westwood Management Corp. ("Westwood"), an
         investment advisor since 1983, is located at 300 Crescent Court, Suite
         1300, Dallas, Texas 75201, is a wholly owned subsidiary of Southwest
         Securities Group, Inc. Its principal executive officer is Susan M.
         Byrne. Its directors are Ms. Byrne, Raymond E. Wooldridge, Don A.
         Buchhotz, David Glatstein, and Patricia R. Fraze. Westwood manages over
         $2.4 billion in assets.
    


                                      S-5

<PAGE>
   
- -        Wilke/Thompson Capital Management, Inc. Wilke/Thompson Capital
         Management, Inc. ("Wilke/Thompson"), an investment advisor since 1987,
         is located at 2950 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. As of March 31, 1999,
         Wilke/Thompson managed over $1.1 billion in assets.
    

         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 "Advisors"), 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 LASC or such Advisor of its respective duties under such
agreements, except for liability resulting from willful misfeasance, bad faith
or gross negligence on the part of LASC or such Advisor, in the performance of
its respective duties or from reckless disregard by such Advisor 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 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 Equity Fund commenced
operations on November 15, 1997. Small Cap Fund and High Yield Fund commenced
operations on May 19, 1998.
    

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

   
<TABLE>
<CAPTION>
                                      1998              1997             1996
                                      ----              ----             ----
<S>                               <C>               <C>               <C>
Growth and Income Fund:           $  805,967        $  605,151        $  538,173
Global Utilities Fund:            $  390,383        $  310,458        $  315,944
International Fund:               $  369,574        $  270,532        $  224,146
U.S. Stock Fund:                  $1,027,590        $  623,484        $  418,745
Strategic Income Fund:            $  590,688        $  384,347(1)     $  322,142
Tiger Fund:                       $  192,901        $  303,701        $  258,891
All-Star Equity Fund:             $  243,070(2)     $    8,804(1)             --
Small Cap Fund:                   $        0(2)             --                --
High Yield Fund:                  $        0(2)             --                --
</TABLE>
    

- ----------

(1) Reduced to reflect applicable expense limitations. If the limitations had
not been in effect, Strategic Income Fund and All-Star Equity Fund would have
paid fees of $399,569 and $20,337, respectively.


                                      S-6

<PAGE>
   
(2) Reduced to reflect applicable expense limitations. If the limitations had
not been in effect, All-Star Equity Fund, Small Cap Fund and High Yield Fund
would have paid fees of $255,783, $8,641 and $19,394, respectively.
    

CERTAIN ADMINISTRATIVE EXPENSES. During each year in the three-year period ended
December 31, 1998 each Fund listed below made payments as follows to Colonial or
an affiliate thereof for pricing and bookkeeping services.

   
<TABLE>
<CAPTION>
                                               1998          1997          1996
                                             -------       -------       -------
<S>                                          <C>           <C>           <C>
Growth and Income Fund:                      $53,025       $43,653       $40,025
Global Utilities Fund:                       $30,524       $27,071       $27,000
International Fund:                          $27,008       $27,000       $27,000
U.S. Stock Fund:                             $54,453       $39,024       $27,000
Strategic Income Fund:                       $41,331       $31,551       $27,000
Tiger Fund:                                  $27,000       $27,000       $27,000
All-Star Equity Fund:                        $27,000       $ 3,225            --
Small Cap Fund:                              $16,694            --            --
High Yield Fund:                             $16,694            --            --
</TABLE>
    

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

   
<TABLE>
<CAPTION>
                                               1998          1997          1996
                                              ------        ------        ------
<S>                                           <C>           <C>           <C>
Growth and Income Fund:                       $7,500        $7,500        $7,500
Global Utilities Fund:                        $7,500        $7,500        $7,500
International Fund:                           $7,500        $7,500        $7,500
U.S. Stock Fund:                              $7,500        $7,500        $7,500
Strategic Income Fund:                        $7,500        $7,500        $7,500
Tiger Fund:                                   $7,500        $  896        $7,500
All-Star Equity Fund:                         $7,500            --            --
Small Cap Fund:                               $4,637            --            --
High Yield Fund:                              $4,637            --            --
</TABLE>
    

   
         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
principles, and extraordinary expenses, incurred by (i) each of Growth and
Income Fund, Global Utilities Fund, U.S. Stock Fund, All-Star Equity Fund and
Small Cap Fund in excess of 1.00% of average daily net asset value per annum,
(ii) each of International Fund and Tiger Fund in excess of 1.75% of average
daily net asset value per annum, and (iii) each of Strategic Income Fund and
High Yield Fund in excess of 0.80% of average daily net asset value per annum,
in each case for the period from May 1, 1999 until April 30, 2000.
    

                             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


                                      S-7

<PAGE>
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.       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.       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
Growth and Income Fund which may be changed without a shareholder vote, the Fund
may not:


                                      S-8

<PAGE>
         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;

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

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

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

GLOBAL UTILITIES FUND

         FUNDAMENTAL INVESTMENT POLICIES. Global Utilities 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.       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.       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; and

         5.       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;


                                      S-9

<PAGE>
   
         3.       Purchase or sell commodities contracts if the total initial
                  margin and premiums on the contracts would exceed 5% of its
                  total assets;
    

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

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

   
INTERNATIONAL FUND
    

   
         FUNDAMENTAL INVESTMENT POLICIES. International 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.       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; and

         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

   
         OTHER INVESTMENT POLICIES. As non-fundamental investment policies of
International 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;

         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;


                                      S-10

<PAGE>
         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.       Purchase or sell commodities contracts if the total initial
                  margin and premiums on the contracts would exceed 5% of its
                  total assets;
    

   
         7.       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 1940 Act) if the Fund would control such
                  person after such acquisition; or
    

   
         8.       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:

         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.       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; and

         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;

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


                                      S-11

<PAGE>
         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:

         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.       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.       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;

         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.


                                      S-12

<PAGE>
         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.       Purchase or sell commodities contracts if the total initial
                  margin and premiums on the contracts would exceed 5% of its
                  total assets;
    

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

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


                                      S-13

<PAGE>
TIGER FUND

         FUNDAMENTAL INVESTMENT POLICIES.  Tiger Fund may not:

         1.       Concentrate more than 25% of the Funds total assets in any
                  industry (other than obligations issued or guaranteed as to
                  principal and interest by the Government of the United States
                  or any agency or instrumentality thereof) or with respect to
                  75% of the Fund's assets purchase the securities of any
                  issuer, if, as a result of such purchase, more than 5% of the
                  Fund's total assets would be invested in the securities of
                  such issuer;

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

         3.       Purchase and sell futures contracts and related options if the
                  total initial margin and premiums exceed 5% of its total
                  assets;

         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);
                  and

         7.       Own real estate unless such real estate is acquired as the
                  result of owning securities and does not constitute more than
                  5% of total assets.

         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;


                                      S-14

<PAGE>
         4.       Write or trade in put or call options;

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

   
         6.       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
    

   
         7.       Engage in short sales of securities.
    

ALL-STAR EQUITY FUND

         FUNDAMENTAL INVESTMENT POLICIES. All-Star Equity 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-15

<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.       Invest 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;

         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


                                      S-16

<PAGE>
                  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 Equity 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).

   
SMALL CAP FUND
    

   
         FUNDAMENTAL INVESTMENT POLICIES. Small Cap 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, it will not purchase additional portfolio
                  securities while borrowings exceed 5% of net assets;

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

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

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

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

         6.       Not concentrate more than 25% of its total assets in any one
                  industry or 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 voting securities of an issuer if,
                  as a result of purchase, the Fund would own more than 10% of
                  the outstanding voting shares of such issuer.


                                      S-17

<PAGE>
   
         OTHER INVESTMENT POLICIES. As non-fundamental investment policies of
Small Cap Fund which may be changed, 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.       Purchase or sell commodity contracts if the total initial
                  margin and premiums on the contracts would exceed 5% of its
                  total assets; and

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

   
HIGH YIELD FUND
    

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

         3.       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;

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

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

         6.       Not concentrate more than 25% of its total assets in any one
                  industry or 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 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.

   
         OTHER INVESTMENT POLICIES. As non-fundamental investment policies of
High Yield Fund which may be changed, the Fund may not:
    


                                      S-18

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

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

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

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

                           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") and Keyport Benefit Life Insurance Company
("Keyport Benefit"), each of which is a wholly owned subsidiary of Keyport, and
Liberty Life Assurance Company of Boston ("Liberty Life"), a 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.

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.

         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 investment policies.
    


                                      S-19

<PAGE>
         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, ages 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). In
this SAI, the "Liberty Funds" means Liberty Funds Trust I, Liberty Funds Trust
II, Liberty Funds Trust III, Liberty Funds Trust IV, Liberty Funds Trust V,
Liberty Funds Trust VI, Liberty Funds Trust VII, Liberty Funds Trust VIII,
Liberty Variable Investment Trust, Colonial High Income Municipal Trust,
Colonial InterMarket Income Trust I, Colonial Intermediate High Income Fund,
Colonial Investment Grade Municipal Trust and Colonial Municipal Income Trust.
    

   
<TABLE>
<CAPTION>
                             Positions(s) held      Principal occupations
Name, Age and Address        with the Trust         during past five years
- ---------------------        -----------------      ----------------------
<S>                          <C>                    <C>
Robert J. Birnbaum (71)      Trustee                Consultant (formerly Special Counsel,
313 Bedford Road                                    Dechert Price & Rhoads (law) from
Ridgewood, NJ  07450                                September, 1988 to December, 1993).
                                                    Director or Trustee: Liberty Funds,
                                                    Liberty All-Star Equity Fund,
                                                    Liberty All-Star Growth Fund, Inc.,
                                                    The Emerging Germany Fund, Liberty
                                                    Funds Trust IX.

Tom Bleasdale (68)            Trustee               Retired (formerly Chairman of the Board and
11 Carriage Way                                     Chief Executive Officer, Shore Bank & Trust
Danvers, MA 01923                                   Company (banking) from 1992 to 1993). Director
                                                    or Trustee: Liberty
</TABLE>
    


                                      S-20

<PAGE>
   
<TABLE>
<CAPTION>
                             Positions(s) held      Principal occupations
Name, Age and Address        with the Trust         during past five years
- ---------------------        -----------------      ----------------------
<S>                          <C>                    <C>
                                                    Funds, Empire Company Limited.
</TABLE>
    

   
<TABLE>
<CAPTION>
                             Positions(s) held      Principal occupations
Name, Age and Address        with the Trust         during past five years
- ---------------------        -----------------      ----------------------
<S>                          <C>                    <C>
John V. Carberry* (51)       Trustee                Senior Vice President of LFC 1998-present
56 Woodcliff Road                                   (formerly Managing Director, Salomon
Wellesley Hills, MA  02481                          Brothers Inc.(investment banking)).
                                                    Director or Trustee: Liberty Funds, Liberty
                                                    All-Star Equity Fund, Liberty All-Star Growth
                                                    Fund, Inc., Liberty Funds Trust IX.

Lora S. Collins (63)         Trustee                Attorney (formerly Attorney with Kramer,
1175 Hill Road                                      Levin, Naftalis & Frankel (law) from
Southold, NY 11971                                  September, 1986 to November, 1996).
                                                    Trustee: Liberty Funds.

James E. Grinnell (69)       Trustee                Private Investor since November, 1988.
22 Harbor Avenue                                    Director or Trustee: Liberty Funds, Liberty
Marblehead, MA  01945                               All-Star Equity Fund, Liberty All-Star
                                                    Growth Fund, Inc., Liberty Funds Trust IX.

Richard W. Lowry (62)        Trustee                Private Investor since August, 1987.
10701 Charleston Drive                              Director or Trustee: Liberty Funds, Liberty
Vero Beach, FL  32963                               All-Star Equity Fund, Liberty All-Star
                                                    Growth Fund, Inc., Liberty Funds Trust IX.

Salvatore Macera (67)        Trustee                Private Investor (formerly Executive Vice
26 Little Neck Lane                                 President of Itek Corp. and President of
New Seabury, MA  02649                              Itek Optical & Electronic Industries, Inc.
                                                    (electronics)). Trustee: Liberty Funds.

William E. Mayer (58)        Trustee                Partner, Development Capital, LLC
500 Park Avenue, 5th Floor                          (investments); formerly Dean of the College
New York, NY  10022                                 of Business and Management, University of
</TABLE>
    



                                      S-21

<PAGE>
   
<TABLE>
<CAPTION>
                             Positions(s) held      Principal occupations
Name, Age and Address        with the Trust         during past five years
- ---------------------        -----------------      ----------------------
<S>                          <C>                    <C>
                                                    Maryland (higher education) from October,
                                                    1992 to November, 1996. Director or Trustee:
                                                    LibertyFunds, Liberty All-Star Equity Fund,
                                                    Liberty All-Star Growth Fund, Inc., Liberty
                                                    Funds Trust IX, Hambrecht & Quist
                                                    Incorporated, Chart House Enterprises,
                                                    Johns Manville.
</TABLE>
    


                                      S-22

<PAGE>
   
<TABLE>
<CAPTION>
                             Positions(s) held      Principal occupations
Name, Age and Address        with the Trust         during past five years
- ---------------------        -----------------      ----------------------
<S>                          <C>                    <C>
James L. Moody, Jr. (67)     Trustee                Retired (formerly Chairman of the Board,
16 Running Tide Road                                Hannaford Bros. Co. from May, 1984 to May,
Cape Elizabeth, ME  04407                           1997).  Director or Trustee: Liberty Funds,
                                                    Penobscot Shoe Co., Staples, Inc., UNUM
                                                    Corporation, IDEXX Laboratories, Inc.,
                                                    Empire Company Limited.

John J. Neuhauser (55)       Trustee                Dean of the School of Management, Boston
140 Commonwealth Avenue                             College (higher education) since September,
Chestnut Hill, MA  02167                            1977.  Director or Trustee: Liberty Funds,
                                                    Liberty All-Star Equity Fund, Liberty
                                                    All-Star Growth Fund, Inc., Liberty Funds
                                                    Trust IX, Hyde Athletic Industries, Inc.

Thomas E. Stitzel (63)       Trustee                Professor of Finance, College of Business,
2208 Tawny Woods Place                              Boise State University (higher education);
Boise, ID  83706                                    Business consultant and author.  Trustee:
                                                    Liberty Funds.

Robert L. Sullivan (70)      Trustee                Retired Partner, KPMG Peat Marwick LLP
45 Sankaty Avenue                                   (management consulting).  Trustee:
Siasconset, MA  02564                               LibertyFunds.

Anne-Lee Verville (53)       Trustee                Consultant (formerly General Manager,
359 Stickney Hill Road                              Global Education Industry from 1994 to 1997
Hopkinton, NH  03229                                (global education)). Trustee: Liberty Funds.
</TABLE>
    


                                      S-23

<PAGE>
   
<TABLE>
<CAPTION>
                             Positions(s) held      Principal occupations
Name, Age and Address        with the Trust         during past five years
- ---------------------        -----------------      ----------------------
<S>                          <C>                    <C>
Stephen E. Gibson (45)       President              President of the Liberty Funds since June,
One Financial Center                                1998, Chairman of the Board since July,
Boston, MA  02111                                   1998, Chief Executive Officer and President
                                                    since December 1996 and Director, since
                                                    July, 1996 of Colonial (formerly Executive
                                                    Vice President from July, 1996 to
                                                    December, 1996); Chairman of the Board
                                                    since July, 1998, Director, Chief
                                                    Executive Officer and President of Liberty
                                                    Funds Group LLC ("LFG") since December,
                                                    1998 (formerly Chairman of the Board,
                                                    Director, Chief Executive Officer and
                                                    President of The Colonial Group, Inc.
                                                    ("TCG") from December, 1996 to December,
                                                    1998); Assistant Chairman of Stein Roe
                                                    since August, 1998 (formerly Managing
                                                    Director of Marketing of Putnam
                                                    Investments, June, 1992 to July, 1996.).

Timothy J. Jacoby (45)       Treasurer and Chief    Treasurer and Chief Financial Officer of
One Financial Center         Financial Officer      the Liberty Funds; Senior Vice President,
Boston, MA  02111                                   Treasurer and Chief Financial Officer of
                                                    Colonial; Chief Financial Officer,
                                                    Treasurer and Vice President of LFG since
                                                    December, 1998 (formerly Chief Financial
                                                    Officer, Treasurer and Vice President of
                                                    TCG from July, 1997 to December, 1998)
                                                    formerly Senior Vice President, Fidelity
                                                    Accounting and Custody Services, Inc. and
                                                    Assistant Treasurer to the Fidelity Group
                                                    of Funds.
</TABLE>
    


                                      S-24

<PAGE>
   
<TABLE>
<CAPTION>
                             Positions(s) held      Principal occupations
Name, Age and Address        with the Trust         during past five years
- ---------------------        -----------------      ----------------------
<S>                          <C>                    <C>
J. Kevin Connaughton (34)    Controller and Chief   Controller and Chief Accounting Officer of
One Financial Center         Accounting Officer     the Liberty Funds since February, 1998;
Boston, MA  02111                                   Vice President of Colonial  since February,
                                                    1998 (formerly Senior Tax Manager, Coopers
                                                    & Lybrand, LLP from April, 1996 to
                                                    January, 1998; Vice President, 440
                                                    Financial Group/First Data Investor
                                                    Services Group from March, 1994 to April,
                                                    1996; Vice President, The Boston Company
                                                    (subsidiary of Mellon Bank) from December,
                                                    1993 to March, 1994; Assistant Vice
                                                    President and Tax Manager, The Boston
                                                    Company from March, 1992 to December, 1993).

Joseph R. Palombo (46)       Vice President         Vice President of the Liberty Funds since
One Financial Center                                April, 1999; Executive Vice President and
Boston, MA  02111                                   Director of Colonial since April, 1999;
                                                    Executive Vice President and Chief
                                                    Administrative Officer of LFG since April,
                                                    1999
</TABLE>
    


                                      S-25

<PAGE>

   
<TABLE>
<CAPTION>
                             Positions(s) held      Principal occupations
Name, Age and Address        with the Trust         during past five years
- ---------------------        -----------------      ----------------------
<S>                          <C>                    <C>
                                                    (formerly Chief Operating Officer,
                                                    Putnam Investments from 1994 to 1998).
</TABLE>
    


                                      S-26

<PAGE>
   
<TABLE>
<CAPTION>
                             Positions(s) held      Principal occupations
Name, Age and Address        with the Trust         during past five years
- ---------------------        -----------------      ----------------------
<S>                          <C>                    <C>
Nancy L. Conlin (45)         Secretary              Director, Senior Vice President and General
One Financial Center                                Counsel, Colonial (April, 1998 to present);
Boston, MA  02111                                   Vice President and Counsel (February, 1994
                                                    to April, 1998).
</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.

Compensation of Trustees

         The table below sets forth (1) the aggregate compensation paid by the
Trust to the Trustees for 1998, and (ii) the amount of compensation paid to the
Trustees of the Trust in their capacities as Trustees of the Liberty Funds
Complex for service for 1998 (a):

                               COMPENSATION TABLE

   
<TABLE>
<CAPTION>
                                                      Total Compensation From Liberty Funds Complex
                       Aggregate 1998 Compensation        Paid to the Directors/Trustees For The
Trustee                     from the Trust(b)            Calendar Year Ended December 31, 1998(c)
- -------                ---------------------------    ---------------------------------------------
<S>                    <C>                            <C>
Robert J. Birnbaum              $   592                                $124,429
Tom Bleasdale                       592                                 115,000(e)
John V. Carberry                      0(d)                                    0(d)
Lora S. Collins                     592                                  97,429
James E. Grinnell                   592                                 128,071
Richard W. Lowry                    592                                 123,214
Salvatore Macera                 10,393                                  25,250
William E. Mayer                    296                                 113,286
James L. Moody, Jr.                 592(f)                              105,857(g)
John J. Neuhauser                   599                                 130,323
Thomas E. Stitzel                10,393                                  25,250
Robert L. Sullivan                  649                                 104,100
Anne-Lee Verville                   592(f)                               23,445(h)
</TABLE>
    

   
(a)      The Liberty Funds Complex does not currently provide pension or
         retirement plan benefits to the Trustees.
    

   
(b)      Messrs. Birnbaum, Bleasdale, Carberry, Grinnell, Lowry, Mayer, Moody,
         Neuhauser and Sullivan and Mmes. Collins and Verville joined the Board
         of the Trustees of the Trust on December 17, 1998.
    


                                      S-27

<PAGE>
   
(c)      At December 31, 1998, the Liberty Funds Complex consisted of 52
         open-end and 5 closed-end management investment company portfolios
         advised by the Administrator or its affiliates, Newport, Crabbe Huson
         Group, Inc. and Stein Roe, nine funds of the Trust and the closed-end
         Liberty All-Star Equity and Liberty All-Star Growth Fund, Inc., Liberty
         Funds Trust IX advised by LAMCO, another affiliate of the
         Administrator.
    

   
(d)      Mr. Carberry does not receive compensation because he is an affiliated
         Trustee and employee of LFC.
    

   
(e)      Includes $52,000 payable in later years as deferred compensation.
    

   
(f)      Total compensation of $592 is payable in later years as deferred
         compensation.
    

   
(g)      Total compensation of $105,857 is payable in later years as deferred
         compensation.
    

   
(h)      Total compensation of $23,445 is payable in later years as deferred
         compensation.
    

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, 1999 the general account of Keyport owned of record 48% of All-Star Equity
Fund and 37% of Tiger Fund. 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 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, 1999 owned beneficially 5% or more of the outstanding shares of any
Fund.
    

CUSTODIAN

   
         The Chase Manhattan Bank, 270 Park Avenue Park Avenue, New York, NY
110017, is custodian of the securities and cash owned by the Funds. The
custodian is responsible for holding all securities and cash of each Fund,
receiving and paying for securities purchased, delivering against payment
securities sold, receiving and collecting income from investments, making all
payments covering expenses of the Funds, and performing other administrative
duties, all as directed by persons authorized by the Trust. The custodian does
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 custodian and may be entered into
    


                                      S-28

<PAGE>
   
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 custodian 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.

   
         International Fund 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 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,


                                      S-29

<PAGE>
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
Jr., Day, Presidents' Day, 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 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 "Advisor") 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.


                                      S-30

<PAGE>
         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 Advisor 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 Advisor 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 and
All-Star Equity Fund, securities transactions of the Funds may be executed by
broker-dealers who also provide research services (as defined below) to an
Advisor, the Funds or other accounts as to which such Advisor exercises
investment discretion. Such Advisor 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 Advisors, 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 Advisors 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 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
Advisor 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 Advisors may have
investment objectives and programs that are similar to those of the Funds.
Accordingly, occasions may arise when each of the Advisors 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 Advisor 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,


                                      S-31

<PAGE>
each of the Advisors 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. The portfolio
manager for the International Fund is Gita Rao, who is jointly employed by
Colonial and Stein Roe (each of which is an indirect wholly owned subsidiary of
LFC). The International Fund and the other accounts advised by Ms. Rao 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) 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) 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 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.
    

   
         Portfolio transactions on behalf of the International Fund 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 or other accounts over which Colonial exercises investment
discretion.
    

   
         Additional Matters Pertaining to All-Star Equity 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 Equity Fund or other accounts managed by LAMCO
(collectively with All-Star Equity Fund, "LAMCO Clients") or as to which an
ongoing relationship will be a value to the Fund in managing its assets. 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
    

                                      S-32

<PAGE>
   
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 Equity 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.

   
         The table below shows information on brokerage commissions paid by each
Fund during the periods indicated. (All-Star Equity Fund commenced operations on
or about November 17, 1997; Small Cap Fund and High Yield Fund commenced
operations on May 19, 1998.)
    


                                      S-33

<PAGE>
<TABLE>
   
<CAPTION>
                           Growth &     Global   International     U.S.     Tiger Fund  All-Star  High Yield  Small Cap  Strategic
                         Income Fund  Utilities      Fund       Stock Fund               Equity      Fund        Fund      Income
                                        Fund                                              Fund                              Fund
                         -----------  ---------  -------------  ----------  ----------  --------  ----------  ---------  ---------
<S>                      <C>          <C>        <C>            <C>         <C>         <C>       <C>         <C>        <C>
Total amount of            $86,453     $124,815    $66,549       $147,449    $ 36,508    $58,697      $0       $3,240        $0
brokerage commissions
paid during 1998

Total amount of                 $0           $0         $0             $0          $0    $84,729      $0           $0        $0
directed transactions
paid during 1998

Total amount of                 $0           $0         $0             $0          $0        $80      $0           $0        $0
commissions on directed
transactions paid
during 1998

Total amount of            $17,178           $0         $0        $45,117          $0         $0      $0       $1,170        $0
brokerage commissions
paid during 1998 to            (20%)                                  (31%)                                       (36%)
AlphaTrade Inc.
(% of total commission
paid)

Total amount of            $76,021     $108,414    $59,920        $80,839    $110,960    $18,207      --           --        $0
brokerage commissions
paid during 1997

Total amount of            $35,863      $22,345    $92,485        $75,253    $109,515         --      --           --        $0
brokerage commissions
paid during 1996
</TABLE>
    


                                      S-34

<PAGE>
                       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.

         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
invest-


                                      S-35

<PAGE>
ments 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 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.


                                      S-36

<PAGE>
         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.

INVESTMENTS IN LESS DEVELOPED COUNTRIES

   
         International Fund'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, 1999, the following countries were
considered by Colonial to be emerging market countries:
    

   
<TABLE>
<CAPTION>
                                              Europe and
Asia                   Latin America          the Middle East       Africa
- ----                   -------------          ---------------       ------
<S>                    <C>                    <C>                   <C>
China                  Argentina              Czech Republic        South Africa
Hong Kong              Brazil                 Greece
India                  Chile                  Hungary
Indonesia              Colombia               Israel
South Korea            Mexico                 Jordan
Malaysia               Peru                   Poland
Pakistan               Venezuela              Russia
Philippines                                   Turkey
</TABLE>
    

                                      S-37

<PAGE>
   
<TABLE>
<S>                    <C>                    <C>                   <C>
Sri Lanka
Taiwan
Thailand
</TABLE>
    

   
         Under normal market conditions, the Tiger Fund invests primarily in
stocks of companies located in the nine Tiger countries of Asia. The Tigers of
Asia are Hong Kong, Singapore, South Korea, Taiwan, Malaysia, Thailand,
Indonesia, The People's Republic of China and the Philippines.
    

FOREIGN CURRENCY TRANSACTIONS

   
         Each of International Fund, 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, 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 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


                                      S-38

<PAGE>
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 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, 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
    

                                      S-39

<PAGE>
   
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 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.


                                      S-40

<PAGE>
   
         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.

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.


                                      S-41

<PAGE>
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 and All-Star Equity
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 sub-advisor, 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 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


                                      S-42

<PAGE>
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.

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 SEC 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
    


                                      S-43

<PAGE>
   
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 sub-advisor 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 sub-advisor deems it desirable to
do so. Although the Fund will take an option position only if the sub-advisor
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.
    

         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.


                                      S-44

<PAGE>
         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, Strategic Income
Fund and All-Star Equity 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.

         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.


                                      S-45

<PAGE>
         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.

         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.


                                      S-46

<PAGE>
Risks of transactions in futures contracts and related options

   
         Successful use of futures contracts by a Fund is subject its
subadvisor'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 been issued by a clearing corporation as a result of trades on
that exchange would continue to be exercisable in accordance with their terms.


                                      S-47

<PAGE>
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
sub-advisor will attempt to reduce this risk by selling, to the extent possible,
futures on indices the movements of which will, in its judgment, 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 sub-advisor'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 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

    


                                      S-48

<PAGE>
   
correct forecast of general market trends by a Fund's sub-advisor 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 Equity 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.


                                      S-49

<PAGE>
                             INVESTMENT PERFORMANCE

   
         Each of the Funds may quote total return figures from time to time.
Total return on a per share basis is the reinvested amount of dividends and
capital gains received per share plus or minus the change in the net asset value
per share for a given period. Total return percentages may be calculated by
dividing the value of a share (including distribution reinvestment shares) 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 a hypothetical Annual Rate of return
which if achieved annually would produce the same return as the cumulative total
return percentage calculated for the period.
    

   
         It 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 "Ending
Redeemable Value," 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 2, 1994, in the case of International Fund; July 5, 1994 in the case
of U.S. Stock Fund and Strategic Income Fund; May 1, 1995, in the case of Tiger
Fund; and November 17, 1997 in the case of All-Star Equity Fund; and May 19,1998
in the case of High Yield Fund and Small Cap Fund) through December 31, 1998
were:
    

<TABLE>
   
<CAPTION>
Fund                                                      Ending             Cumulative Total    Average Annual
                                                          Redeemable Value   Return Percentage   Total Return
- ----                                                      ----------------   -----------------   --------------
<S>                                                       <C>                <C>                 <C>
Colonial Growth and Income Fund, Variable Series                $2,290              128.98%            16.23%
Stein Roe Global Utilities Fund, Variable Series                 1,935               93.48             12.73
Colonial International Fund for Growth, Variable Series          1,148               14.82              3.00
Colonial U.S. Stock Fund, Variable Series                        2,621              162.09             23.90
Colonial Strategic Income Fund, Variable Series                  1,520               51.96              9.75
Newport Tiger Fund, Variable Series                                828              (17.21)            (5.01)
</TABLE>
    


                                      S-50

<PAGE>
<TABLE>
   
<S>                                                       <C>                <C>                 <C>
Liberty All-Star Equity Fund, Variable Series                    1,196               19.62             17.29
Colonial High Yield Securities Fund, Variable Series               974               (2.57)               --
Colonial Small Cap Value Fund, Variable Series                     868              (13.25)               --
</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.

                INDEPENDENT ACCOUNTANTS AND FINANCIAL STATEMENTS

         PricewaterhouseCoopers LLP are the Trust's independent accountants. The
financial statements as of December 31, 1998 or for the fiscal years or periods
ended December 31, 1998 and December 31, 1997 incorporated by reference in this
SAI have been so incorporated, and the schedules of financial highlights for the
periods ended December 31, 1998 have been included in the Prospectus, in
reliance upon the report of PricewaterhouseCoopers 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 in the December 31, 1998 Annual Report of the Trust are
incorporated in this SAI by reference.


                                      S-51
 



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