LIBERTY VARIABLE INVESTMENT TRUST
PRE 14A, 2000-04-14
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<PAGE>

                                 SCHEDULE 14A
                               (Rule 14a-101)

                     INFORMATION REQUIRED IN PROXY STATEMENT

                             SCHEDULE 14A INFORMATION
                     Proxy Statement Pursuant to Section
                 14(a) of the Securities Exchange Act of 1934


Filed by the Registrant [ X ]

Filed by a Party other than the Registrant [  ]

Check the appropriate box:
[ X ]  Preliminary Proxy Statement
[   ]  Definitive Proxy Statement
[   ]  Definitive Additional Materials
[   ]  Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
[   ]  Confidential, For Use of the Commission Only (as permitted by
       Rule 14a-6(e)(2))



                     LIBERTY VARIABLE INVESTMENT TRUST
              ________________________________________________
               (Name of Registrant as Specified In Its Charter)

    _______________________________________________________________________
   (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[ X ]  No fee required.

[   ]  Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

       1) Title of each class of securities to which transaction applies:


       2)  Aggregate number of securities to which transaction applies:


       3)  Per unit price or other underlying value of transaction computed
           pursuant to Exchange Act Rule 0-11 (set forth the amount on which
           the filing fee is calculated and state how it was determined):

       4)  Proposed maximum aggregate value of transaction:


       5)  Total fee paid:


 [   ]    Fee paid previously with preliminary materials:


 [   ]    Check box if any part of the fee is offset as provided by Exchange
          Act Rule 0-11(a)(2) and identify the filing for which the offsetting
          fee was paid previously.  Identify the previous filing by
          registration statement number, or the form or schedule and the date
          of its filing.

      1)  Amount Previously Paid:


      2)  Form, Schedule or Registration Statement no.:


      3)  Filing Party:


      4)  Date Filed:


<PAGE>


                              LIBERTY MUTUAL FUNDS
                ONE FINANCIAL CENTER, BOSTON, MASSACHUSETTS 02111
                                 (800) 345-6611


Dear Shareholder:

The Liberty Mutual Funds, as listed in the Notice of Special Meetings of
Shareholders, will hold special meetings on June 1, 2000 at 10:00 a.m., Eastern
Time, at the offices of Colonial Management Associates, Inc. (CMA), the Funds'
investment advisor and/or administrator. A formal Notice of Special Meetings of
Shareholders appears on the next few pages, followed by the proxy statement
which explains in more detail the proposals to be considered. We hope that you
can attend the Meetings in person; however, we urge you in any event to vote
your shares at your earliest convenience.

YOUR VOTE IS IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES YOU OWN. PLEASE HELP
YOUR FUND AVOID THE EXPENSE OF A FOLLOW-UP MAILING BY VOTING TODAY!

The Liberty Mutual Funds are using D.F. King & Co., Inc. (D.F. King), a
professional proxy solicitation firm, to assist shareholders in the voting
process. As the date of the Meetings approaches, if we have not yet received
your vote, you may receive a telephone call from D.F. King reminding you to
exercise your right to vote.

Please take a few moments to review the details of each proposal. If you have
any questions regarding the proxy statement, please feel free to call D.F. King
at 1-800-769-5414.

We appreciate your participation and prompt response in these matters, and thank
you for your continued support.

Sincerely,



Stephen E. Gibson, President

April __, 2000

              IMPORTANT INFORMATION FOR CONTRACT AND POLICY HOLDERS

            OF ALL LIBERTY VARIABLE INVESTMENT TRUST FUND SUBACCOUNTS

         This document  contains your Proxy  Statement and is  accompanied  by a
voting instruction  card(s). A voting instruction card (which we refer to in the
Proxy Statement as a "proxy card" or "proxy") is, in essence, a ballot. When you
complete your voting  instruction  card, it tells your insurance  company how to
vote on your behalf on important issues relating to the portion of your contract
or policy that is allocated to your Fund subaccount(s). If you complete and sign
the voting  instruction  card, it will be voted exactly as you instruct.  If you
simply sign your voting  instruction card, it will authorize the proxies to vote
"FOR" the proposal and to use their  discretion to vote on any other matter that
may come before the Special Meeting.

             Notice of Special Meeting of Shareholders--June 1, 2000

                        LIBERTY VARIABLE INVESTMENT TRUST

                  Colonial Global Equity Fund, Variable Series

             Colonial International Fund For Growth, Variable Series

              Colonial International Horizons Fund, Variable Series

                Stein Roe Global Utilities Fund, Variable Series


                  (each a "Fund" and, collectively, the "Funds").

         A special meeting of the shareholders of the above-named  Funds, each a
separate series of Liberty Variable  Investment  Trust,  will be held on June 1,
2000,  at 11:00 a.m.,  Boston time,  at the offices of the Trust,  One Financial
Center, Boston, Massachusetts 02111, for the following purposes:

1.     To approve New Sub-Advisory  management  Agreements among Liberty
       Variable  Investment Trust, on behalf of the Funds,  Liberty Advisory
       Service Corp., the Fund's advisor, and Newport Fund Management, Inc. and


2.     To act on such other business as may properly come before the meeting.

         Shareholders  of record at the close of  business on March 15, 2000 are
entitled  to  notice  of and to  vote  at the  meeting  and at any  adjournments
thereof.

                                         By order of the Board of Trustees,

                                         Nancy L. Conlin

                                         Secretary

April ___, 2000


YOUR VOTE IS IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES YOU OWN. PLEASE
VOTE, SIGN AND RETURN YOUR PROXY CARD IN THE ENCLOSED POSTAGE-PAID ENVELOPE
IMMEDIATELY.

              PROXY STATEMENT FOR A SPECIAL MEETING OF SHAREHOLDERS

                      OF LIBERTY VARIABLE INVESTMENT TRUST

                           TO BE HELD ON JUNE 1, 2000


         The enclosed  proxy,  which was first mailed on or about April __, 2000
is  solicited  by and on behalf of the Board of  Trustees  of  Liberty  Variable
Investment  Trust  ("LVIT" or the  "Trust")  to be used at a special  meeting of
Shareholders  (the  "Meeting")  of the Colonial  Global  Equity  Fund,  Variable
Series,  the  Colonial  International  Fund For  Growth,  Variable  Series,  the
Colonial  International Horizons Fund, Variable Series, and the Stein Roe Global
Utilities Fund,  Variable Series,  (individually the "Fund" and collectively the
"Funds") to be held at the office of the Trust,  One Financial  Center,  Boston,
Massachusetts 02111 on Thursday, June 1, 2000 at 11:00 a.m., Boston time, and at
any adjournment  thereof,  for the purposes set forth in the accompanying Notice
of Meeting.

         Shareholders of record of each Fund of LVIT at the close of business on
March 15, 2000 ("Record  Date") are entitled to one vote for each share held and
each fractional  share shall be entitled to a proportionate  fractional vote. As
of the  Record  Date,  the  following  number of shares of  beneficial  interest
outstanding (without par value) were as follows:


Colonial Global Equity Fund, Variable Series                [________________]
Colonial International Fund For Growth, Variable Series     [________________]
Colonial International Horizons Fund, Variable Series       [________________]
Stein Roe Global Utilities Fund, Variable Series            [________________]


         All shares were owned of record by  sub-accounts  of separate  accounts
("Separate Accounts") of life insurance companies (the "Participating  Insurance
Companies")  established to fund benefits under variable  annuity  contracts and
variable  life  insurance   policies  issued  by  the  Participating   Insurance
Companies.  As of the date of this Proxy Statement,  the Participating Insurance
Companies are Keyport Life Insurance  Company  ("Keyport"),  Independence Life &
Annuity  Company (a  wholly-owned  subsidiary of Keyport),  Keyport Benefit Life
Insurance Company (a wholly-owned subsidiary of Keyport), Liberty Life Assurance
Company of Boston (an affiliate of Keyport) and SAGE Life Assurance Company.  As
of this date of this Proxy Statement,  Participating  Insurance Companies (other
than SAGE Life Assurance  Company) are affiliated with Liberty Advisory Services
Corp., ("LASC"), the advisor to the Trust.

         The Participating  Insurance Companies are mailing copies of this proxy
material to the holders of these  contracts and policies who, by completing  and
signing the accompanying  proxy cards,  will instruct the Separate  Accounts how
they wish the shares of the Funds to be voted.  The Separate  Accounts will vote
shares  of the  Funds as  instructed  on the proxy  cards by their  contract  or
policyholders.  If no  instructions  are  specified  on a  proxy  returned  by a
contract or policy  holder,  the Separate  Accounts  will vote the shares of the
Fund  represented  thereby  in  favor of each New  Sub-Advisory  agreement.  The
Separate Accounts intend to vote shares for which no proxies are returned in the
same proportions as the shares for which instructions are received. In addition,
Keyport,  which owns shares of certain Funds in its general account,  intends to
vote such  shares in the same  proportion  as the  shares  held in its  Separate
Accounts for which instructions are received.

         Further information  concerning the Funds is contained in LVIT's annual
and semiannual  reports. If you would like to have copies of the reports sent to
you free of  charge,  please  write to  Liberty  Funds  Distributor,  Inc.,  One
Financial Center, Boston, Massachusetts 02111 or call toll-free at 800-426-3750,
or call your financial advisor.


BACKGROUND


         LASC, 125 High Street, Boston,  Massachusetts 02110, manages the assets
of: Colonial  International  Horizons Fund,  Variable Series and Colonial Global
Equity Fund,  Variable Series pursuant to a management  agreement with the Trust
dated June 1, 1999;  Colonial  International  Fund for Growth,  Variable  Series
pursuant to a management  agreement with the Trust dated May 2, 1994, as amended
February 28, 1995; and Stein Roe Global Utilities Fund, Variable Series pursuant
with the  management  agreement  with the Trust  dated June 7, 1993,  as amended
February 28, 1995;  (the  "Management  Agreements").  Pursuant to the Management
Agreements,  LASC  provides each Fund with overall  advisory and  administrative
services, as well as general office facilities. LASC is an indirect wholly-owned
subsidiary of Liberty Financial Companies,  Inc. ("Liberty Financial").  Liberty
Financial is an asset  accumulation and management company with two core product
lines  --  retirement-oriented  insurance  products  and  investment  management
products.  Its principal  executive  offices are located at 600 Atlantic Avenue,
24th Floor, Boston,  Massachusetts 02110. As of the date hereof,  Liberty Mutual
Insurance  Company  ("Liberty  Mutual")  owned  approximately  [  ]  of  Liberty
Financial's   outstanding  voting  stock.  Liberty  Mutual  is  a  Massachusetts
chartered mutual property and casualty insurance company. The principal business
activities of Liberty Mutual's subsidiaries,  other than Liberty Financial,  are
property-casualty  insurance,  insurance services and life insurance  (including
group life and health insurance  products) marketed through its own sales force.
Liberty Mutual's principal executive offices are located at 175 Berkeley Street,
Boston, Massachusetts 02117.

         The Management  Agreement  permits LASC from time to time to engage one
or more  sub-advisers to assist in the performance of its services.  Pursuant to
such authority, LASC has engaged Colonial Management Associates, Inc. ("CMA"), a
Massachusetts  corporation,  as sub-adviser to the Colonial  Global Equity Fund,
Variable Series, the Colonial  International  Fund for Growth,  Variable Series,
and the  Colonial  International  Horizons  Fund,  Variable  Series and LASC has
engaged Stein Roe & Farnham,  Incorporated ("SR&F"), a Delaware corporation,  as
sub-adviser to the Stein Roe Global Utilities Fund,  Variable  Series.  Both CMA
and SR&F are indirect  wholly-owned  subsidiaries  of Liberty  Financial.  CMA's
principal business address is One Financial Center, Boston, Massachusetts 02111.
SR&F's principal business address is One South Wacker Drive,  Chicago,  Illinois
60606. CMA, LASC and the Trust have entered into  sub-advisory  agreements dated
March 24,  1995 with  respect to the  Colonial  International  Fund for  Growth,
Variable  Series,  and June 1, 1999 with respect to the Colonial  Global  Equity
Fund, Variable Series and the Colonial International Horizons,  Variable Series.
SR&F, LASC and the Trust have entered into  sub-advisory  agreements dated March
24, 1995 with respect to the Stein Roe Global  Utilities  Fund,  Variable Series
(collectively,   the  "Current  Sub-Advisory  Agreements").  Under  the  Current
Sub-Advisory  Agreements,  CMA and SR&F  manage the  assets of their  respective
Funds in  accordance  with  each  Fund's  investment  objective  and  investment
program,  policies and restrictions  under the supervision of LASC and the Board
of Trustees.


         The  Management  Agreement also permits LASC to delegate some or all of
its administrative  duties and  responsibilities  under the agreement to Liberty
Financial or any of its majority or greater owned subsidiaries.

         As  more  fully  described   below,  the  Trustees  have  approved  the
recommendation by LASC and its affiliates to terminate the Current  Sub-Advisory
Agreements and,  subject to shareholder  approval,  enter into New  Sub-Advisory
agreements  with Newport  Fund  Management,  Inc.  ("Newport").  Newport,  whose
principal business address is 580 California  Street, San Francisco,  California
94104,  is a Virginia  corporation  and an indirect  wholly-owned  subsidiary of
Liberty Financial.

1.  APPROVE OR DISAPPROVE NEW SUB-ADVISORY AGREEMENTS

A.  Description of Proposal.

         The Trustees of the Trust are proposing that  shareholders  approve New
Sub-Advisory agreements (the "New Sub-Advisory  Agreements") among Newport, LASC
and the Trust with respect to each Fund. A description  of the New  Sub-Advisory
Agreement,  the  services  to be provided  thereunder,  and the  procedures  for
termination  and  renewal  are  set  forth  below.  The  description  of the New
Sub-Advisory Agreements provided below is qualified in its entirety by reference
to the form of the New Sub-Advisory Agreement,  which is set forth in Appendix A
to this Proxy Statement. Additional information about Newport is set forth below
under "Other Information." The New Sub-Advisory  Agreements were approved by all
the Trustees,  including those Trustees (the "Independent Trustees") who are not
"interested  persons" or "affiliates" (as defined in the Investment  Company Act
of 1940,  as amended  (the "1940  Act")) of Newport or of any other party to the
New Sub-Advisory Agreements on February 17, 2000.


         Newport is an affiliate of CMA and SR&F,  the Current  Sub-advisors  of
the  Funds.  The  New  Sub-Advisory  Agreements  are  identical  to the  Current
Sub-Advisory  Agreements,  except  that  Newport  will  now  provide  investment
management  services  to each of the Funds.  With  respect to each of the Funds,
Newport  will  engage  CMA  or  SR&F  at   Newport's   own  expense  to  provide
administrative services to the Funds.


         The Current  Sub-Advisory  Agreements with Colonial Global Equity Fund,
Variable Series,  Colonial  International Fund for Growth,  Variable Series, and
Colonial International Horizons Fund, Variable Series were initially approved by
the sole  shareholder  of each Fund on June 1, 1999,  March 24, 1995 and June 1,
1999,  respectively.  The Current  Sub-Advisory  Agreement with Stein Roe Global
Utilities Fund,  Variable Series was most recently  approved by the shareholders
of the Fund on November 10, 1999,  when SR&F replaced CMA as  sub-advisor to the
Fund.


         Upon shareholder approval of the New Sub-Advisory  Agreements,  Newport
will  provide  investment  management  services  to  the  Funds  under  the  New
Sub-Advisory  Agreements  with  those  Funds.  Newport  will be paid at the same
annual rate for providing these services.


         It is important to note that the annual rates  payable by the Funds for
investment  management services will not increase or decrease as a result of the
Funds entering into New Sub-Advisory Agreements.


         The New Sub-Advisory  Agreements are identical in all material respects
to  the  Current  Sub-Advisory   Agreements  except  for  the  identity  of  the
sub-advisor, its date of effectiveness and termination, and as set forth in this
paragraph.  The New  Sub-Advisory  Agreements  do not  differ  from the  Current
Sub-Advisory  Agreements with respect to the sub-advisor's  responsibilities and
duties to each Fund, and the fees payable to the sub-advisor for providing those
services.  The New Sub-Advisory  Agreements  provide that Newport shall not seek
satisfaction of any  obligations  assumed by the Trust pursuant to the agreement
from the  shareholders  of the Funds,  or from the  Trustees  or any  individual
Trustee  of the Trust.  Unlike  the New  Sub-Advisory  Agreements,  the  Current
Sub-Advisory  Agreements  do  not  contain  any  such  provisions  limiting  the
sub-advisor's  recourse regarding  obligations  assumed by the Trust pursuant to
that agreement.

         The New Sub-Advisory Agreements, if approved by the vote of the holders
of a "majority of the  outstanding  voting  securities" (as such term is defined
below) of the Fund,  will  become  effective  upon  such  approval.  The rate of
compensation  payable to Newport under the New  Sub-Advisory  Agreements will be
the same as that  payable  to CMA and  SR&F,  respectively,  under  the  Current
Sub-Advisory Agreements. Under the New Sub-Advisory Agreements, LASC, out of the
management  fees it  receives  from  the  Trust,  will  pay to  Newport  for its
services,  a monthly fee at an annual  percentage  rate of each  Fund's  average
daily net  assets as  determined  at the close of each  business  day during the
month as follows:



<PAGE>


<TABLE>
<CAPTION>

                                                                  Management Fee paid to     Sub-Advisory Fee paid to
                                                                    LASC from the Trust     Newport by LASC out of its
                                                                                                  Management Fee



<S>                                                                       <C>                        <C>
Colonial Global Equity Fund, Variable Series                               0.95%                      0.75%
Colonial International Horizons Fund, Variable Series                      0.95%                      0.75%
Colonial International Fund for Growth, Variable Series                    0.90%                      0.70%
Stein Roe Global Utilities Fund, Variable Series                           0.65%                      0.45%
</TABLE>

         Net fees accrued to LASC for advisory services provided pursuant to the
current  management  agreements for the last  completed  fiscal year of the Fund
ended December 31, 1999 were as follows:  Colonial Global Equity Fund,  Variable
Series, $31,164; Colonial International Horizons Fund, Variable Series, $27,964;
and Colonial International Fund for Growth Fund, Variable Series,  $569,988. The
Colonial  Global  Equity Fund,  Variable  Series and the Colonial  International
Horizons Fund,  Variable Series  commenced  operations on June 1, 1999. Net fees
accrued  to  LASC  for  advisory  services  provided  pursuant  to  the  current
management agreements for the last completed fiscal year of the Stein Roe Global
Utilities Fund ended December 31, 1999 were $554,892. Because LASC, CMA and SR&F
are each indirect  wholly-owned  subsidiaries of Liberty Financial,  LASC may be
deemed an  affiliated  person of an affiliate of CMA or SR&F.  Neither CMA, SR&F
nor any affiliated  person of CMA or SR&F, nor any affiliated person of any such
person,  received  any other fees from the Trust for  services  provided  to the
Funds during the fiscal year of the Funds ended December 31, 1999.


         As of March 31,  2000,  the  approximate  total net assets of each Fund
were as follows:


                                                     Total Net Assets as of
                                                   March 31, 2000 (in millions)

Colonial Global Equities Fund, Variable Series              $8.7
Colonial International Horizons Fund, Variable Series      $10.0
Colonial International Fund for Growth, Variable Series    $81.1
Stein Roe Global Utilities Fund, Variable Series          $121.7

         Under the New  Sub-Advisory  Agreements,  subject to the supervision of
LASC and the Trustees, Newport will manage the assets of each Fund in accordance
with each Fund's investment objective, policies and limitations set forth in the
Trust's  prospectus and statement of additional  information,  purchase and sell
securities  and other  investments on behalf of each Fund, and report results to
LASC and the Trustees.

         Under the New Sub-Advisory Agreements,  Newport shall not be subject to
any liability to the Trust,  the Fund, any  shareholder of the Trust or the Fund
or any other person, firm or organization, for any act or omission in the course
of, or connected with, rendering services thereunder,  in the absence of willful
misfeasance,  bad faith or gross negligence on the part of Newport,  or reckless
disregard of its obligations and duties thereunder.

         With  respect to  Colonial  Global  Equity  Fund,  Variable  Series and
Colonial  International  Horizons Fund,  Variable  Series,  CMA has maintained a
voluntary  fee  waiver  and  expense  reimbursement  such that  total  operating
expenses (exclusive of service fees,  distribution fees, brokerage  commissions,
interest,  taxes and extraordinary  expenses, if any) have been limited to 1.15%
annually of each Fund's average net assets.


         If the  shareholders  of  those  Funds  approve  the  New  Sub-Advisory
Agreements,  Newport will continue this  voluntary fee waiver and  reimbursement
until further notice. Under the voluntary fee waiver and expense  reimbursement,
Colonial  Global  Equity Fund,  Variable  Series and the Colonial  International
Horizons Fund,  Variable  Series paid a management fee of 0.95% of their average
daily net  assets  for the  fiscal  year ended  December  31,  1999.  If the New
Sub-Advisory  Agreement had been in effect during the fiscal year ended December
31,  1999,   Colonial   Global  Equity  Fund,   Variable   Series  and  Colonial
International  Horizons Fund,  Variable  Series would have paid fees at the same
rate of 0.95%.  Newport may terminate  the fee waiver and expense  reimbursement
arrangement at any time.


B.        Consideration by the Board of Trustees.


         The Board of Trustees  met on February 17,  2000,  to  consider,  among
other things, the proposed change of each Fund's investment  sub-advisor.  After
due  consideration,  the Board of Trustees,  including  all Trustees who are not
interested  and who  have no  direct  or  indirect  financial  interests  in the
operation  of the  New  Sub-Advisory  Agreements  or in any  agreements  related
thereto,  unanimously  approved  the New  Sub-Advisory  Agreements,  subject  to
shareholder approval.  The Board of Trustees concluded that the New Sub-Advisory
Agreements  are  fair  and  reasonable,  and  are in the  best  interest  of the
shareholders of each Fund. During the course of their  deliberations,  the Board
of Trustees  considered a variety of factors  including the  compensation  to be
paid to Newport for its investment advisory services as well the continuation of
expense  waivers for certain  Funds.  The Board of  Trustees,  however,  focused
specifically  on the experience and size of Newport's  international  investment
management team,  Newport's growth  investment  style,  Newport's  expertise and
proven  performance as an investment  advisor of international and global growth
funds  similar  to the  Funds,  as  well  as  the  increased  complexity  of the
international securities markets.

C.        Comparison and Impact of the Current and New Sub-Advisory Agreements.

         For each of the Funds, the New Sub-Advisory Agreements are identical to
the Current  Sub-Advisory  Agreement except for its effective date and the named
investment  sub-advisor.  The New Sub-Advisory Agreements do not differ from the
Current   Sub-Advisory    Agreements   with   respect   to   the   sub-advisor's
responsibilities  and  duties  to  the  Funds,  and  the  fees  payable  to  the
sub-advisor for providing those services.


         Compensation  under the  current  and New  Sub-Advisory  Agreements  is
subject to  reduction if in any year the expenses of a Fund exceed the limits on
investment  company expenses  imposed by any statute or regulatory  authority of
any  jurisdiction  in which shares of the Fund are qualified for offer and sale.
No such limits currently are in effect.


         Both the Existing and New Sub-Advisory Agreements provide that, subject
to the Board of Trustees' supervision, the sub-advisor will manage the assets of
each  Fund in  accordance  with  its  Prospectus  and  Statement  of  Additional
Information, purchase and sell securities and other investments on behalf of the
Fund, and report results to the Board of Trustees periodically. Any liability of
the sub-advisor to the Trust, the Funds and/or their  shareholders is limited to
situations involving the sub-advisor's own willful misfeasance, bad faith, gross
negligence or reckless disregard of its duties.

         Each New  Sub-Advisory  Agreement  provides  that it will  continue  in
effect for an initial  term of two years  from its date of  execution  (which is
expected to be as soon as practicable  after the Meetings,  if it is approved by
the  shareholders)  and  thereafter  so  long  as it  is  approved  annually  in
accordance with the 1940 Act. The Existing and New  Sub-Advisory  Agreements may
be terminated  at any time by Newport,  by the Board of Trustees or by vote of a
majority of the outstanding  voting securities of any Fund without penalty on 60
days' written  notice,  and shall  automatically  terminate upon any assignment.
Each New  Sub-Advisory  Agreement may be amended only by the affirmative vote of
the holders of a "majority of the outstanding voting securities" of each Fund.


D.  Comparison of Investment Objectives and Strategies.


         Except in the case of Colonial  International  Horizons Fund,  Variable
Series  (the  "International   Horizons  Fund")  Newport  will  not  change  the
investment  objective  or strategy of the Funds.  CMA's  investment  strategy in
selecting stocks for International Horizons Fund has been to choose companies in
industries  and markets which CMA believes will react  favorably to inflation in
the U.S. economy.  Inflation-sensitive companies in which International Horizons
Fund has invested include companies engaged in the development and processing of
natural resources and companies engaged in  consumer-oriented  business.  As the
New Sub-Advisor to International  Horizons Fund, Newport will no longer focus on
inflation-sensitive  stocks and will select  stocks of  international  companies
with long-term,  above average growth potential. These are companies with proven
management, predictable growth rates, and low levels of debt. Newport may sell a
stock if there is a deterioration  in a company's  fundamentals or a change to a
company's  management  style, or if Newport  identifies a different company with
more attractive growth prospects. The Board of Trustees has approved this change
to the  investment  strategy  of  International  Horizons  Fund.  The  change in
investment strategy of the Colonial  International Horizons Fund is not a change
to a fundamental policy of the Fund and therefore,  shareholder approval of this
change is not  required.  This change,  however,  does not affect  International
Horizons Fund's  investment  goal,  which is to seek the preservation of capital
purchasing power and long-term growth.


E.       Information concerning CMA, SR&F, Newport and their affiliates.

         CMA and SR&F

                  CMA, located at One Financial  Center,  Boston,  Massachusetts
02111, and SR&F, located at One South Wacker Drive, Chicago, Illinois 60606, are
wholly-owned  subsidiaries of Liberty Funds Group, LLC ("LFG"), which in turn is
an indirect wholly-owned subsidiary of Liberty Financial. Liberty Financial is a
direct majority-owned subsidiary of LFC Management Corporation, which in turn is
a direct wholly-owned  subsidiary of Liberty Corporate Holdings,  Inc., which in
turn is a direct wholly-owned subsidiary of LFC Holdings, Inc., which in turn is
a direct wholly-owned subsidiary of Liberty Mutual Equity Corporation,  which in
turn is a direct  wholly-owned  subsidiary of Liberty Mutual. As of February 29,
2000,  LFC  Management  Corporation  owned  72% of  Liberty  Financial.  Liberty
Financial is a diversified and integrated  asset management  organization  which
provides insurance and investment products to individuals and institutions.  The
principal  executive offices of Liberty Financial,  LFC Management  Corporation,
Liberty  Corporate  Holdings,  Inc.  and LFC  Holdings,  Inc. are located at 600
Atlantic Avenue, 24th Floor,  Boston,  Massachusetts 02210. Liberty Mutual is an
underwriter  of workers'  compensation  insurance  and a property  and  casualty
insurer in the United States, organized under the laws of Massachusetts in 1912.
The principal  business  activities of Liberty Mutual's  subsidiaries other than
Liberty Financial are property-casualty  insurance,  insurance services and life
insurance  (including group life and health insurance products) marketed through
its own sales  force.  The  principal  executive  offices of Liberty  Mutual and
Liberty Mutual Equity  Corporation are located at 175 Berkeley  Street,  Boston,
Massachusetts 02117.


                  CMA and/or its affiliate,  Colonial  Advisory  Services,  Inc.
("CASI"),  has rendered  investment  advisory  services to  investment  company,
institutional  and other clients since 1931. CMA currently  serves as investment
advisor or administrator for 51 open-end and 8 closed-end  management investment
company  portfolios.  As of December 31,  1999,  CMA managed over $15 billion in
assets. These mutual funds were owned by over 1.3 million shareholders.


                  The directors of CMA are Nancy L. Conlin, Stephen E. Gibson
and Joseph R. Palombo. Mr. Gibson is the President and Chief Executive Officer
of CMA. Ms. Conlin is a Senior Vice President, General Counsel, Secretary and
Clerk of CMA. Mr. Palombo is the Executive Vice President and Chief
Administrative Officer of CMA. The business address of the directors and
officers of CMA is One Financial Center, Boston, Massachusetts 02111.

                  In addition, the following individuals who are officers of
the Trust are also officers or directors of CMA: William J. Ballou, Suzan M.
Barron, Michael G. Clarke, Nancy L. Conlin, J. Kevin Connaughton, Marian H.
Desilets, Stephen E. Gibson, Ellen Harrington, Gail E. Knudsen, Joseph Palombo,
Dianne Paras, Vincent P. Pietropaolo and John W. Reading.

           SR&F and its  predecessor  have been  providing  investment  advisory
services  since 1932.  SR&F acts as investment  advisor to wealthy  individuals,
trustees,  pension and profit sharing plans, charitable  organizations and other
institutional  investors. As of December 31, 1999, SR&F managed over $30 billion
in assets.  These  mutual funds were owned by over  464,000  shareholders.  SR&F
currently serves as investment  advisor or  administrator  for 38 open-end and 2
closed-end management investment company portfolios.

                  The sole director of SR&F is C. Allen Merritt, Jr.
Mr. Merritt is Chief Operating Officer of Liberty Financial. The principal
executive officers of SR&F are Messrs. Stephen E. Gibson and William E. Rankin.
Mr. Gibson is President of SR&F's Mutual Funds division and Mr. Rankin is
President of SR&F's Private Capital Management division. The business address
of Mr. Merritt is 600 Atlantic Avenue, Federal Reserve Plaza, Boston,
Massachusetts 02210; that of Mr. Gibson is One Financial Center, Boston,
Massachusetts 02111; and that of Mr. Rankin is One South Wacker Drive, Chicago,
Illinois 60606.

                  In addition, the following individuals who are officers of
the Trust are also officers or directors of SR&F: William D. Andrews, David P.
Brady, Daniel K. Cantor, Kevin M. Carome, Denise E. Chasmer, William M.
Garrison, Stephen E. Gibson, Erik P. Gustafson, Loren A. Hansen, Harvey B.
Hirschhorn, Lynn C. Maddux and Arthur J. McQueen.

                  CMA  provides,  and  after  shareholder  approval  of the  New
Sub-Advisory  Agreements,  will  continue  to provide,  pricing and  bookkeeping
services to each of the Funds, pursuant to a Pricing and Bookkeeping  Agreement.
For each Fund, CMA is paid $27,000  annually plus 0.035% annually of each Fund's
average net assets over $50 million.


                  For the fiscal year ended  December 31, 1999,  the pricing and
bookkeeping fees paid by Colonial Global Equity Fund, Variable Series,  Colonial
International Fund for Growth,  Variable Series, Colonial International Horizons
Fund,  Variable Series and Stein Roe Global  Utilities Fund,  Variable Series to
CMA under the Pricing  and  Bookkeeping  Agreements  were  $15,750,  $31,946 and
$15,750, and $40,059, respectively.

                  Liberty Funds  Services,  Inc.  ("LFSI"),  a subsidiary of LFG
located at One Financial  Center,  Boston,  Massachusetts  02111, is the Trust's
investor  servicing agent  (transfer,  plan and dividend  disbursing  agent, and
shareholder  services provider),  for which it receives monthly fees paid by the
Trust.  The fee paid to LFSI is based on the  average  daily net  assets of each
Fund, charges based on the number of shareholder accounts and transactions,  and
reimbursement  for  certain  out-of-pocket  expenses.  For the fiscal year ended
December 31, 1999, the aggregate fees paid to LFSI on behalf of Colonial  Global
Equity Fund, Variable Series,  Colonial International Fund for Growth,  Variable
Series,  Colonial  International  Horizons Fund,  Variable  Series and Stein Roe
Global Utilities Fund, Variable Series were approximately $4,375, $7,500, $4,375
and $7,500, respectively.

                  Liberty Funds Distributor,  Inc. ("LFDI"), a subsidiary of CMA
located  at  One  Financial  Center,   Boston,   Massachusetts  02111,  acts  as
distributor  for the Funds under a  distribution  agreement.  The Trustees  have
approved a 12b-1 plan (Plan)  pursuant  to Rule 12b-1 under the 1940 Act.  Under
the Plan,  the Colonial  Global  Equity Fund,  Variable  Series and the Colonial
International Horizons Fund, Variable Series pay LFDI a service fee at an annual
rate of 0.25% of each Fund's net assets.  For the fiscal year ended December 31,
1999,  the  aggregate  fees paid by the Colonial  Global  Equity Fund,  Variable
Series  to  LFDI  were  $7,044  and the  aggregate  fees  paid  by the  Colonial
International Horizons Fund, Variable Series to LFDI were $6,601.

         CMA and SR&F may use the services of AlphaTrade Inc. ("AlphaTrade"),  a
registered  broker-dealer  subsidiary  of CMA,  when  buying or selling  certain
equity securities for a Fund's portfolio  pursuant to procedures  adopted by the
Trustees and Rule 17e-1 under the 1940 Act.  For the fiscal year ended  December
31, 1999,  the  aggregate  commissions  paid by CMA to  AlphaTrade  on behalf of
Colonial  International  Fund for Growth,  Variable  Series were  $180.00  which
constituted 0.5% the Fund's aggregate brokerage commissions. No commissions were
paid by CMA or SR&F to  AlphaTrade  on behalf of Colonial  Global  Equity  Fund,
Variable Series, Colonial International Horizons Fund, Variable Series and Stein
Roe Global  Utilities  Fund,  Variable Series for the fiscal year ended December
31, 1999.

                  In addition to the fees described above, each Fund pays all of
its  expenses  not assumed by its  manager or  sub-advisor,  including,  without
limitation,  fees and expenses of the independent  Trustees,  interest  charges,
taxes,  brokerage  commissions,  expenses of issue or redemption of shares, fees
and expenses of registering and qualifying  shares of each Fund for distribution
under  federal and state laws and  regulations,  custodial,  auditing  and legal
expenses,  expenses  of  determining  net  asset  value of each  Fund's  shares,
expenses of providing  reports to shareholders,  proxy statements and proxies to
current  shareholders,  and its  proportionate  share of insurance  premiums and
professional association dues or assessments.  Each Fund also is responsible for
such  non-recurring  expenses as may arise,  including  litigation in which each
Fund may be a party,  and other expenses as determined by the Board of Trustees.
Each Fund may have an  obligation  to indemnify  its officers and Trustees  with
respect to litigation.


         Newport Fund Management, Inc.


                  Newport  is a  direct  majority-owned  subsidiary  of  Newport
Pacific  Management,  Inc.  ("Newport  Pacific"),  580  California  Street,  San
Francisco,  CA 94104.  Newport  Pacific is a direct  wholly-owned  subsidiary of
Liberty Newport Holdings, Limited ("Liberty Newport"), which in turn is a direct
wholly-owned  subsidiary  of  Liberty  Financial,  which  in  turn  is a  direct
majority-owned subsidiary of Liberty Corporate Holdings Inc., which in turn is a
direct wholly-owned subsidiary of LFC Holdings,  Inc., which in turn is a direct
wholly-owned subsidiary of Liberty Mutual Equity Corporation, which in turn is a
direct wholly-owned subsidiary of Liberty Mutual.


                  The directors of Newport are Lindsay Cook and John M. Mussey.
Mr. Cook is an Executive Vice President of Liberty Financial.  Mr. Mussey is
Vice Chairman of Newport and Newport Pacific.  Thomas R. Tuttle is the President
and Chief Executive Officer of Newport. He also is President of Newport Pacific.
The business address of Mr. Cook is 600 Atlantic Avenue, Federal Reserve Plaza,
Boston, Massachusetts 02210; and that of Messrs. Mussey and Tuttle is 580
California Street, San Francisco, California 94104.

F.  Other Funds Managed by Newport.

         In addition to the services  proposed to be provided by Newport to each
of the Funds, Newport also provides management and other services and facilities
to other  investment  companies.  Information  with respect to the assets of and
management fees payable to Newport by funds having investment objectives similar
to those of the Funds is set forth below:
<TABLE>
<CAPTION>

- ------------------------------------------------ -------------------------- -------------------------------------
                                                                                      Total Net Assets

                     Fund                               Annual Fee                     (in Thousands)
                                                                                       as of 3/31/00

- ------------------------------------------------ -------------------------- -------------------------------------
- ------------------------------------------------ -------------------------- -------------------------------------
<S>                                                     <C>                              <C>
Newport Tiger Fund                                       1.00%(a)                         $1,125.0
- ------------------------------------------------ -------------------------- -------------------------------------
- ------------------------------------------------ -------------------------- -------------------------------------
Stein Roe Small Cap Asian Tiger Fund                     1.15%(b)                             $14.7
- ------------------------------------------------ -------------------------- -------------------------------------
- ------------------------------------------------ -------------------------- -------------------------------------
Newport Japan Opportunities Fund                         0.95%(b)                             $90.9
- ------------------------------------------------ -------------------------- -------------------------------------
- ------------------------------------------------ -------------------------- -------------------------------------
Newport Greater China Fund                               1.15%(b)                             $79.9
- ------------------------------------------------ -------------------------- -------------------------------------
- ------------------------------------------------ -------------------------- -------------------------------------
Newport Asia Pacific Fund                                1.00%(b)                             $20.3
- ------------------------------------------------ -------------------------- -------------------------------------
- ------------------------------------------------ -------------------------- -------------------------------------
Newport Europe Fund                                         0.70%(c)                          $12.0
- ------------------------------------------------ -------------------------- -------------------------------------
- ------------------------------------------------ -------------------------- -------------------------------------
Stein Roe Asia Pacific Fund                              0.55%(d)                              $5.3
- ------------------------------------------------ -------------------------- -------------------------------------
- ------------------------------------------------ -------------------------- -------------------------------------

Newport Tiger Fund, Variable Series                        0.90%                              $50.5

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

(a) The  management  fee is 1.00% for the first  $100  million  of  average  net
assets;  0.75% for the next $1.4  billion;  0.70% for the next $1  billion;  and
0.65% over $2.5 billion.


(b) Newport has voluntarily  agreed to waive a certain portion of the management
fee and reimburse the fund for certain  expenses.  Newport may terminate the fee
waiver and expense reimbursement arrangement at any time. (c) The Fund commenced
operations on November 1, 1999 and has not paid management fees to Newport.  (d)
Stein Roe & Farnham  Incorporated  is the  advisor to the fund and  receives  an
annual fee of 0.95%. Newport receives 0.55% as sub-advisor to the fund.


G.  Required Vote.


         Approval of a New Sub-Advisory  Agreement for any Fund will require the
affirmative  vote of a "majority of the  outstanding  voting  securities" of the
Fund (as  defined  in the 1940 Act),  which  means the  affirmative  vote of the
lesser of (1) more than 50% of the outstanding  shares of the Fund or (2) 67% or
more of the shares of the Fund  present  at the  Meeting if more than 50% of the
outstanding  shares of the Fund are  represented  at the Meeting in person or by
proxy.


         The Trustees unanimously  recommend that shareholders of each Fund vote
to approve each Fund's New Sub-Advisory Agreement.

         2.  OTHER BUSINESS

         The Trustees do not know of any other business to be brought before the
meeting.  However,  if any other matters properly come before the meeting, it is
their  intention that proxies that do not contain  specific  restrictions to the
contrary  will be voted on such matters in  accordance  with the judgment of the
proxy holders.

                       FURTHER INFORMATION ABOUT VOTING


     Voting requirements.  Each share is entitled to one vote on any matter that
comes  before the  Meeting  and each  fractional  share  shall be  entitled to a
proportionate  fractional  vote.  Shareholders  of Funds will vote separately on
matters  affecting only their Fund,  such as the approval of a New  Sub-Advisory
Agreement.


     Quorum. Thirty percent of the shares of each Fund entitled to vote, present
in person or represented by proxy,  constitutes a quorum for the  transaction of
business by the Fund's shareholders at the meeting.


     Solicitation  of proxies.  In addition to soliciting  proxies by mail,  the
Trustees  and  employees  of Liberty  Financial  or its  affiliates  may solicit
proxies  in  person or by  telephone  but will not be  additionally  compensated
therefor. Persons holding shares as nominees will upon request be reimbursed for
their reasonable expenses in soliciting instructions from their principals.  The
expenses of the meeting or any adjournment thereof and of any proxy solicitation
will be borne by Newport.


     Revocation of proxies.  Any contract or policyholder  may revoke his or her
proxy  one-day-before  the  shares  represented  thereby  are voted by a written
revocation  received  by the  Participating  Insurance  Companies  of LVIT or by
properly executing a later-dated proxy.


    Date for  receipt of  shareholders'  proposals  for  subsequent  meetings of
shareholders.  LVIT's  Agreement and  Declaration  of Trust does not provide for
annual meetings of shareholders, and LVIT currently does not intend to hold such
a meeting in 2000.  Shareholder  proposals for inclusion in the proxy  statement
for any  subsequent  meeting must be received by LVIT at One  Financial  Center,
Boston,  Massachusetts,  02111,  within a reasonable period of time prior to any
such meeting.


     Adjournment.  If sufficient votes in favor of the election of each proposal
are not  received  by the time  scheduled  for the  meeting,  proxy  holders may
propose  adjournments of the meeting for a period or periods of not more than 60
days in the aggregate to permit further solicitation of proxies. Any adjournment
will  require  the  affirmative  vote of a  majority  of the  votes  cast on the
question in person or by proxy at the  session of the  meeting to be  adjourned.
The proxy holders will vote in favor of such adjournment those proxies that they
are  entitled  to vote in favor of the  election  of at least  one  nominee  for
trustee or at least one other proposal (if  applicable).  They will vote against
any such adjournment those proxies required to be voted against all nominees and
all other applicable proposals.


           FURTHER INFORMATION ABOUT LVIT, LASC AND THE SUB-ADVISORS

         LASC manages the assets of each Fund pursuant to a management agreement
with  the  Trust  (the  "Management  Agreement").  Pursuant  to  the  Management
Agreement,  LASC  provides  each Fund with overall  advisory and  administrative
services,  as well as general  office  facilities.  The  directors and principal
executive  officers  of LASC are  Philip  K.  Polkinghorn  (principal  executive
officer and director) and Stewart R. Morrison.  The business  address of LASC is
125 High Street, Boston, Massachusetts 02110.


         LASC is an  indirect  wholly-owned  subsidiary  of  Liberty  Financial.
Liberty   Financial  is  an  integrated   asset   accumulation   and  management
organization.  Liberty Financial is a majority-owned subsidiary of LFC Holdings,
Inc.  ("LFC  Holdings").  LFC Holdings is a  wholly-owned  subsidiary of Liberty
Mutual Equity Corporation  ("Liberty Equity").  Liberty Equity is a wholly-owned
subsidiary of Liberty  Mutual.  Liberty  Mutual is a mutual  insurance  company,
principally in the  property/casualty  insurance  field.  The address of Liberty
Financial is Federal Reserve Plaza, 600 Atlantic Avenue,  Boston,  Massachusetts
02210; and the address of LFC Holdings, Liberty Equity and Liberty Mutual is 175
Berkeley Street, Boston, Massachusetts 02117.


          The Management  Agreement permits LASC from time to time to engage one
or more  sub-advisors  to assist in the  performance of its services.  Under the
sub-advisory  agreements,  a  sub-advisor  manages  the  assets  of  a  Fund  in
accordance with its investment  objective and investment  program,  policies and
restrictions  under the supervision of LASC and the Board of Trustees.  Pursuant
to such  authority,  LASC has engaged each of CMA, Stein Roe,  Newport,  Liberty
Asset Management Company ("LAMCO") and Crabbe Huson Group, Inc. ("Crabbe Huson")
as  sub-advisors.  Each such entity is an indirect  wholly-owned  subsidiary  of
Liberty Financial.

          CMA, LASC and the Trust have entered into sub-advisory  agreements for
Colonial Growth and Income Fund, Variable Series,  Colonial U.S. Growth & Income
Fund, Variable Series,  Colonial International Fund for Growth, Variable Series,
Colonial Strategic Income Fund, Variable Series,  Colonial High Yield Securities
Fund, Variable Series,  Colonial Small Cap Value Fund, Variable Series, Colonial
Global Equity Fund,  Variable Series and Colonial  International  Horizons Fund,
Variable  Series.  The  directors and  principal  executive  officers of CMA are
Stephen E. Gibson (principal  executive officer and director),  Nancy L. Conlin,
and Joseph R.  Palombo.  Ms.  Conlin and  Messrs.  Gibson and  Palombo  are also
directors  of LFDI,  a  wholly-owned  subsidiary  of CMA  that is the  principal
underwriter for shares of the Trust. The business address of CMA and LFDI is One
Financial Center, Boston, Massachusetts 02111.

         Stein  Roe,  LASC  and  the  Trust  have  entered  into a  sub-advisory
agreement for the Stein Roe Global  Utilities Fund. The directors,  of Stein Roe
are  Stephen E.  Gibson  (principal  executive  officer  and  director)  Gary L.
Countryman and C. Allen Merritt, Jr.

 The business address of Stein Roe is One South Wacker Drive, Chicago, IL 60606.

         LASC, Newport and the Trust have entered into a sub-advisory agreement
with respect to the Newport Tiger Fund, Variable Series. The directors of
Newport are John M. Mussey, Thomas R. Tuttle (principal executive officer), and
Lindsay Cook. Mr. Cook is Executive Vice President of Liberty Financial. The
address of Newport is 580 California Street, San Francisco, California 94104.

         LASC,   LAMCO  and  the  Trust  have  entered  into  a  management  and
sub-advisory  agreement with respect to Liberty  All-Star Equity Fund,  Variable
Series.  The  directors  and  principal  executive  officer of LAMCO are John V.
Carberry,  Lindsay Cook and William R. Parmentier  (principal  executive officer
and director). The address of LAMCO is 600 Atlantic Avenue, Boston, MA 02110.

         LASC,  Crabbe  Huson and the Trust  have  entered  into a  sub-advisory
agreement with respect to the Crabbe Huson Real Estate Investment Fund, Variable
Series. The directors and principal  executive officer of Crabbe Huson are James
E. Crabbe  (principal  executive  officer and director)  and Lindsay  Cook.  The
address of Crabbe Huson is 121 W. Morrison, Suite 1400, Portland, Oregon 97204.

         The principal  occupation of each director and the principal  executive
officer of each of LASC,  CMA,  Stein Roe,  Newport,  and LAMCO is as a director
and/or officer of, respectively, LASC, CMA, Stein Roe, Newport, LAMCO and Crabbe
Husons and/or various of their respective affiliates.


         The following individuals are officers or directors of LVIT:
William J. Ballou, Suzan M. Barron, Michael G. Clarke, Nancy L. Conlin, J. Kevin
Connaughton, Marian H. Desilets, Stephen E. Gibson, Ellen Harrington, Gail E.
Knudsen, Russell L. Kane, Joseph Palombo, Dianne Paras, Vincent P. Pietropaolo
and John W. Reading

     Independent Auditors. PricewaterhouseCoopers LLP is LVIT's independent
auditors. No representative of the accounting firm is expected to be present at
the shareholder meeting.


<PAGE>




         Shareholdings.  As of the record date,  to the  knowledge of the Funds,
there were no holders of record of variable  annuity  contracts or variable life
insurance  policies  who  beneficially  had the  right to vote 5% or more of the
outstanding  shares of the Fund, as  determined  in  accordance  with Rule 13d-3
under the Securities Exchange Act of 1934. Each Participating  Insurance Company
disclaims  beneficial ownership of the shares of the Funds held of record by the
sub-accounts of its separate accounts.  As of the Record Date, Keyport owned the
following amounts of shares of each Fund in its general account:

                                Fund Shares Owned

Colonial  Growth and Income Fund,  Variable  Series  Stein Roe Global  Utilities
Fund,  Variable Series Colonial  International Fund for Growth,  Variable Series
Colonial U.S. Growth & Income 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 Colonial  International  Horizons
Fund,  Variable Series Colonial Global Equity Fund, Variable Series Crabbe Huson
Real Estate Investment Fund, Variable Series


         Reports,  proxy  statements and other  information have been filed with
the SEC and may be inspected and copied at the SEC's public  reference room, 450
Fifth Street,  N.W.,  Washington,  D.C. 20549 or visit the EDGAR Database on the
SEC's  website  "http://www.SEC.GOV").  Copies  of  such  material  can  also be
obtained  from the Public  Reference  Branch,  Office of  Consumer  Affairs  and
Information  Services,  Securities  and Exchange  Commission,  Washington,  D.C.
20549, (1-202-942-8090) at prescribed rates.

 SHAREHOLDERS ARE URGED TO VOTE, SIGN, AND MAIL THEIR PROXIES IMMEDIATELY.

                                             By Order of the Board of Trustees,



                                             Nancy L. Conlin
                                             Secretary


April ___, 2000


<PAGE>


                                     FORM OF

                                   [FUND NAME]

                    NEWPORT MANAGEMENT SUB-ADVISORY AGREEMENT

     AGREEMENT dated [June 1, 2000] among LIBERTY VARIABLE  INVESTMENT  TRUST, a
Massachusetts  business  trust  (the  "Trust"),  with  respect  to [FUND  NAME],
VARIABLE SERIES (the "Fund"),  LIBERTY ADVISORY  SERVICES CORP., a Massachusetts
corporation  ("Advisor"),  and NEWPORT FUND  MANAGEMENT,  INC., a  Massachusetts
corporation (the "Sub-Advisor").

     In consideration of the promises and covenants herein, the parties agree as
follows:

     1.  The Sub-Advisor will manage the investment of the assets of the Fund in
         accordance with its investment objective,  policies and limitations set
         forth  in  the  Trust's   prospectus   and   statement  of   additional
         information,  as amended from time to time,  and will perform the other
         services  herein set forth,  subject to the  supervision of the Advisor
         and the Board of Trustees of the Trust.

     2.  In carrying out its investment management obligations, the Sub-Advisor
         shall:

                (a) evaluate such economic, statistical and financial
         information and undertake such investment research as it shall
         believe advisable;

                (b) purchase and sell  securities and other  investments for the
         Fund  in  accordance  with  the  procedures  described  in the  Trust's
         prospectus and statement of additional information; and

                (c) report results to the Advisor and to the Board of Trustees.

     3.  The Sub-Advisor  shall be free to render similar  services to others so
         long as its services hereunder are not impaired thereby.

     4.  The Advisor shall pay the  Sub-Advisor a monthly fee at the annual rate
         of [____]% of the average daily net assets of the Fund for managing the
         investment  of the assets of the Fund  provided  in  paragraph 1 above.
         Such fee shall be paid in arrears on or before the 10th day of the next
         following calendar month.

     5.  This Agreement shall become  effective on the date first written above,
         and (a) unless  otherwise  terminated,  shall continue until the second
         anniversary  of the date hereof,  and from year to year  thereafter  so
         long as approved  annually in accordance  with the 1940 Act; (b) may be
         terminated  without  penalty  on  sixty  days'  written  notice  to the
         Sub-Advisor  either by vote of the Board of Trustees of the Trust or by
         vote of a majority of the  outstanding  voting  securities of the Fund;
         (c) shall automatically  terminate in the event of its assignment;  and
         (d) may be terminated without penalty by the Sub-Advisor on sixty day's
         written notice to the Trust.

     6.  This Agreement may be amended in accordance with the 1940 Act.

     7.  For the purpose of the Agreement,  the terms "vote of a majority of the
         outstanding  shares,"  and  "assignment"  shall have  their  respective
         meanings  defined in the 1940 Act and  exemptions  and  interpretations
         issued by the Securities and Exchange Commission under the 1940 Act.

     8.  In the absence of willful misfeasance, bad faith or gross negligence on
         the part of the Sub-Advisor,  or reckless  disregard of its obligations
         and  duties  hereunder,  the  Sub-Advisor  shall not be  subject to any
         liability to the Trust or the Fund, to any  shareholder of the Trust or
         the  Fund  or to any  person,  firm  or  organization,  for  any act or
         omission  in  the  course  of or  connection  with  rendering  services
         hereunder.

     9.  The Fund may use the name  "Colonial,"  or any other name  derived from
         the  name  "Colonial,"  only  for so  long  as  this  Agreement  or any
         extension,  renewal,  or amendment hereof remains in effect,  including
         any similar  agreement with any organization  that shall have succeeded
         to the business of the  Sub-Advisor.  At such time as this Agreement or
         any extension,  renewal or amendment hereof, or each such other similar
         successor organization agreement shall no longer be in effect, the Fund
         will cease to use any name derived from the name  "Colonial,"  any name
         similar thereto,  or any other name indicating that it is advised by or
         otherwise  connected  with the  Sub-Advisor,  or with any  organization
         which  shall  have  succeeded  to  the  Sub-Advisor's  business  as  an
         investment advisor.

10.      The Sub-Advisor is hereby  expressly put on notice of the limitation of
         shareholder  liability as set forth in the  Declaration of Trust of the
         Trust and agrees that obligations assumed by the Trust pursuant to this
         Agreement  shall be limited in all cases to the assets of the Fund. The
         Sub-Advisor  further agrees that it shall not seek  satisfaction of any
         such  obligation  from  the  shareholders  of the  Fund,  nor  from the
         Trustees or any individual Trustee of the Trust.

         IN WITNESS WHEREOF,  the parties have executed this Agreement as of the
date first written above.

                                                [FUND NAME], VARIABLE SERIES

                                            By:  LIBERTY VARIABLE
                                                 INVESTMENT TRUST

                                             By:
                                               Stephen E. Gibson, President


                                               NEWPORT FUND MANAGEMENT, INC.

                                              By:
                                                  [TITLE]

                                               LIBERTY ADVISORY SERVICES CORP.

                                 LVIT CARD DRAFT

BY SIGNING AND DATING THIS CARD, YOU AUTHORIZE THE PROXIES TO VOTE EACH PROPOSAL
AS MARKED,  OR, IF NOT  MARKED,  TO VOTE "FOR"  EACH  PROPOSAL  AND TO USE THEIR
DISCRETION TO VOTE ON ANY OTHER MATTER THAT MAY COME BEFORE THE SPECIAL MEETING.
IF YOU DO NOT INTEND  PERSONALLY TO ATTEND THE SPECIAL MEETING,  PLEASE COMPLETE
AND MAIL THIS CARD AT ONCE IN THE ENCLOSED ENVELOPE.

                     LIBERTY VARIABLE INVESTMENT TRUST

                  COLONIAL GLOBAL EQUITY FUND, VARIABLE SERIES

          PROXY SOLICITED BY THE BOARD OF TRUSTEES FOR A MEETING OF SHAREHOLDERS
                 OF EACH FUND NAMED ABOVE TO BE HELD ON JUNE 1, 2000

THE UNDERSIGNED  HEREBY APPOINTS WILLIAM J. BALLOU,  SUZAN M. BARRON,  NANCY L.
CONLIN,  STEPHEN E. GIBSON,  AND JOSEPH R. PALOMBO,  AND EACH OF THEM, PROXIES
OF THE  UNDERSIGNED, WITH POWER OF SUBSTITUTION, TO VOTE AT THE SPECIAL MEETING
OF  SHAREHOLDERS OF COLONIAL GLOBAL EQUITY FUND, VARIABLE SERIES TO BE HELD AT
11:00 A.M. ON JUNE 1, 2000, AT ONE FINANCIAL CENTER,  BOSTON,  MASSACHUSETTS,
AND AT ANY ADJOURNMENTS THEREOF, AS FOLLOWS:

1.  TO APPROVE A NEW SUB-ADVISORY AGREEMENT WITH NEWPORT FUND MANAGEMENT, INC.

[     ] FOR   [     ] AGAINST   [     ] ABSTAIN

2.  IN THEIR DISCRETION, UPON SUCH OTHER BUSINESS AS MAY COME BEFORE THE
    MEETING OR ANY ADJOURNMENT THEREOF.



- ----------------------     --------------------------------
         SIGNATURE                  SIGNATURE (JOINT OWNERS)           DATE

PLEASE SIGN YOUR NAME OR NAMES EXACTLY AS PRINTED ABOVE TO AUTHORIZE THE VOTING
OF YOUR SHARES AS INDICATED  ABOVE.  WHERE SHARES ARE REGISTERED WITH JOINT
OWNERS,  ALL JOINT OWNERS SHOULD SIGN.  PERSONS SIGNING AS EXECUTORS,
ADMINISTRATORS,  TRUSTEES,  ETC. SHOULD SO INDICATE.  CORPORATE PROXIES SHOULD
BE SIGNED BY AN AUTHORIZED OFFICER.


<PAGE>


                               VOTING INSTRUCTIONS

                        LIBERTY VARIABLE INVESTMENT TRUST

                  COLONIAL GLOBAL EQUITY FUND, VARIABLE SERIES

INSTRUCTIONS OF VARIABLE CONTRACT PARTICIPANTS FOR VOTING SHARES OF LIBERTY
VARIABLE INVESTMENT TRUST.

The ballot for which voting instructions are being requested is solicited by the
Board of  Trustees  of  Liberty  Variable  Investment  Trust  for a  meeting  of
shareholders to be held on June 1, 2000.

The  undersigned,  being a  Participant  under a variable  annuity  contract  or
variable  life  insurance  policy  issued by Keyport Life  Insurance  Company or
Keyport  Benefit Life  Insurance  Company,  (the  "Insurance  Company"),  hereby
instructs   the   Insurance   Company  to  cause  the  shares  of  each  of  the
above-referenced fund (the "Fund") allocable to Participant's contract or policy
to be voted in the manner  specified  on the  reverse  side with  respect to the
matter described in the accompanying proxy statement.

THE INSURANCE COMPANY WILL FOLLOW VOTING  INSTRUCTIONS ONLY IF THEY ARE RECEIVED
AT LEAST  ONE DAY  PRIOR  TO THE DATE OF THE  MEETING.  IF NO  INSTRUCTIONS  ARE
SPECIFIED,  THE  INSURANCE  COMPANY  WILL  VOTE THE  SHARES  IN FAVOR OF THE NEW
SUB-ADVISORY AGREEMENT.

- ---------------------------------------------------------------
PLEASE MARK, SIGN, DATE AND RETURN THE VOTING  INSTRUCTIONS  CARD PROMPTLY USING
THE ENCLOSED ENVELOPE.

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

Please date and sign the name or names as printed hereon.  Where there are Joint
Participants,  all Joint Participants should sign. Corporate Instructions should
be signed by an authorized officer.  Executors,  administrators,  trustees, etc.
should so indicate when signing.

DATE: ____________________

- ---------------------------------------------------------------
(Signature of participant)
- ---------------------------------------------------------------

- ---------------------------------------------------------------
(Signature of joint participant)
- ---------------------------------------------------------------


1.  TO APPROVE A NEW SUB-ADVISORY AGREEMENT WITH NEWPORT FUND MANAGEMENT, INC.

[     ] FOR   [     ] AGAINST   [     ] ABSTAIN

2.  IN THEIR DISCRETION, UPON SUCH OTHER BUSINESS AS MAY COME BEFORE THE MEETING
    OR ANY ADJOURNMENT THEREOF.



<PAGE>


BY SIGNING AND DATING THIS CARD, YOU AUTHORIZE THE PROXIES TO VOTE EACH PROPOSAL
AS MARKED,  OR, IF NOT  MARKED,  TO VOTE "FOR"  EACH  PROPOSAL  AND TO USE THEIR
DISCRETION TO VOTE ON ANY OTHER MATTER THAT MAY COME BEFORE THE SPECIAL MEETING.
IF YOU DO NOT INTEND  PERSONALLY TO ATTEND THE SPECIAL MEETING,  PLEASE COMPLETE
AND MAIL THIS CARD AT ONCE IN THE ENCLOSED ENVELOPE.

                        LIBERTY VARIABLE INVESTMENT TRUST

             COLONIAL INTERNATIONAL FUND FOR GROWTH, VARIABLE SERIES

                   PROXY SOLICITED BY THE BOARD OF TRUSTEES FOR A MEETING OF
                        SHAREHOLDERS TO BE HELD ON JUNE 1, 2000

THE UNDERSIGNED  HEREBY APPOINTS WILLIAM J. BALLOU,  SUZAN M. BARRON,  NANCY L.
CONLIN,  STEPHEN E. GIBSON,  AND JOSEPH R. PALOMBO,  AND EACH OF THEM,  PROXIES
OF THE  UNDERSIGNED,  WITH POWER OF  SUBSTITUTION,  TO VOTE AT THE SPECIAL
MEETING OF  SHAREHOLDERS OF COLONIAL INTERNATIONAL  FUND FOR  GROWTH,  VARIABLE
SERIES  (THE  "FUND") TO BE HELD AT 11:00 A.M. ON JUNE 1, 2000,  AT ONE
FINANCIAL  CENTER, BOSTON, MASSACHUSETTS, AND AT ANY ADJOURNMENTS THEREOF, AS
FOLLOWS:

1.  TO APPROVE A NEW SUB-ADVISORY AGREEMENT WITH NEWPORT FUND MANAGEMENT, INC.

[     ] FOR   [     ] AGAINST   [     ] ABSTAIN

2.  IN THEIR DISCRETION, UPON SUCH OTHER BUSINESS AS MAY COME BEFORE THE MEETING
    OR ANY ADJOURNMENT THEREOF.



- ----------------------     --------------------------------
         SIGNATURE                  SIGNATURE (JOINT OWNERS)           DATE

PLEASE SIGN YOUR NAME OR NAMES EXACTLY AS PRINTED ABOVE TO AUTHORIZE THE VOTING
OF YOUR SHARES AS INDICATED  ABOVE.  WHERE SHARES ARE REGISTERED WITH JOINT
OWNERS,  ALL JOINT OWNERS SHOULD SIGN.  PERSONS SIGNING AS EXECUTORS,
ADMINISTRATORS,  TRUSTEES,  ETC. SHOULD SO INDICATE.  CORPORATE PROXIES SHOULD
BE SIGNED BY AN AUTHORIZED OFFICER.


<PAGE>


                               VOTING INSTRUCTIONS

                        LIBERTY VARIABLE INVESTMENT TRUST

             COLONIAL INTERNATIONAL FUND FOR GROWTH, VARIABLE SERIES

INSTRUCTIONS OF VARIABLE CONTRACT PARTICIPANTS FOR VOTING SHARES OF LIBERTY
VARIABLE INVESTMENT TRUST.

The ballot for which voting instructions are being requested is solicited by the
Board of  Trustees  of  Liberty  Variable  Investment  Trust  for a  meeting  of
shareholders to be held on June 1, 2000.

The  undersigned,  being a  Participant  under a variable  annuity  contract  or
variable life insurance policy issued by Keyport Life Insurance Company, Keyport
Benefit Life Insurance Company,  Independence Life & Annuity Company and Liberty
Life Assurance Company of Boston (the "Insurance Company"), hereby instructs the
Insurance Company to cause the shares of the above-referenced  fund (the "Fund")
allocable  to  Participant's  contract  or  policy  to be  voted  in the  manner
specified  on the  reverse  side with  respect  to the matter  described  in the
accompanying proxy statement.

THE INSURANCE COMPANY WILL FOLLOW VOTING  INSTRUCTIONS ONLY IF THEY ARE RECEIVED
AT LEAST  ONE DAY  PRIOR  TO THE DATE OF THE  MEETING.  IF NO  INSTRUCTIONS  ARE
SPECIFIED,  THE  INSURANCE  COMPANY  WILL  VOTE THE  SHARES  IN FAVOR OF THE NEW
SUB-ADVISORY AGREEMENT.

- ---------------------------------------------------------------
PLEASE MARK, SIGN, DATE AND RETURN THE VOTING  INSTRUCTIONS  CARD PROMPTLY USING
THE ENCLOSED ENVELOPE.

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

Please date and sign the name or names as printed hereon.  Where there are Joint
Participants,  all Joint Participants should sign. Corporate Instructions should
be signed by an authorized officer.  Executors,  administrators,  trustees, etc.
should so indicate when signing.

DATE: ____________________

- ---------------------------------------------------------------
(Signature of participant)
- ---------------------------------------------------------------

- ---------------------------------------------------------------
(Signature of joint participant)
- ---------------------------------------------------------------


1.  TO APPROVE A NEW SUB-ADVISORY AGREEMENT WITH NEWPORT FUND MANAGEMENT, INC.

[     ] FOR   [     ] AGAINST   [     ] ABSTAIN

2.  IN THEIR DISCRETION, UPON SUCH OTHER BUSINESS AS MAY COME BEFORE THE MEETING
    OR ANY ADJOURNMENT THEREOF.



<PAGE>


BY SIGNING AND DATING THIS CARD, YOU AUTHORIZE THE PROXIES TO VOTE EACH PROPOSAL
AS MARKED,  OR, IF NOT  MARKED,  TO VOTE "FOR"  EACH  PROPOSAL  AND TO USE THEIR
DISCRETION TO VOTE ON ANY OTHER MATTER THAT MAY COME BEFORE THE SPECIAL MEETING.
IF YOU DO NOT INTEND  PERSONALLY TO ATTEND THE SPECIAL MEETING,  PLEASE COMPLETE
AND MAIL THIS CARD AT ONCE IN THE ENCLOSED ENVELOPE.

                      LIBERTY VARIABLE INVESTMENT TRUST

              COLONIAL INTERNATIONAL HORIZONS FUND, VARIABLE SERIES

             PROXY SOLICITED BY THE BOARD OF TRUSTEES FOR A MEETING OF
                     SHAREHOLDERS TO BE HELD ON JUNE 1, 2000

THE UNDERSIGNED  HEREBY APPOINTS WILLIAM J. BALLOU,  SUZAN M. BARRON,  NANCY L.
CONLIN,  STEPHEN E. GIBSON,  AND JOSEPH R. PALOMBO,  AND EACH OF THEM,  PROXIES
OF THE  UNDERSIGNED,  WITH POWER OF  SUBSTITUTION,  TO VOTE AT THE SPECIAL
MEETING OF  SHAREHOLDERS OF COLONIAL INTERNATIONAL  HORIZONS FUND,  VARIABLE
SERIES (THE "FUND") TO BE HELD AT 11:00 A.M. ON JUNE 1, 2000, AT ONE FINANCIAL
CENTER,  BOSTON, MASSACHUSETTS, AND AT ANY ADJOURNMENTS THEREOF, AS FOLLOWS:

1.  TO APPROVE A NEW SUB-ADVISORY AGREEMENT WITH NEWPORT FUND MANAGEMENT, INC.

[     ] FOR   [     ] AGAINST   [     ] ABSTAIN

2.  IN THEIR DISCRETION, UPON SUCH OTHER BUSINESS AS MAY COME BEFORE THE MEETING
    OR ANY ADJOURNMENT THEREOF.




- ----------------------     --------------------------------
         SIGNATURE                  SIGNATURE (JOINT OWNERS)           DATE


PLEASE SIGN YOUR NAME OR NAMES  EXACTLY AS PRINTED ABOVE TO AUTHORIZE  THE
VOTING OF YOUR SHARES AS INDICATED  ABOVE.  WHERE SHARES ARE REGISTERED WITH
JOINT OWNERS,  ALL JOINT OWNERS SHOULD SIGN.  PERSONS SIGNING AS EXECUTORS,
ADMINISTRATORS,  TRUSTEES,  ETC. SHOULD SO INDICATE.  CORPORATE PROXIES SHOULD
BE SIGNED BY AN AUTHORIZED OFFICER.


<PAGE>


                               VOTING INSTRUCTIONS

                        LIBERTY VARIABLE INVESTMENT TRUST

              COLONIAL INTERNATIONAL HORIZONS FUND, VARIABLE SERIES

INSTRUCTIONS OF VARIABLE CONTRACT PARTICIPANTS FOR VOTING SHARES OF LIBERTY
VARIABLE INVESTMENT TRUST.

The ballot for which voting instructions are being requested is solicited by the
Board of  Trustees  of  Liberty  Variable  Investment  Trust  for a  meeting  of
shareholders to be held on June 1, 2000.

The  undersigned,  being a  Participant  under a variable  annuity  contract  or
variable  life  insurance  policy issued by Keyport Life  Insurance  Company and
Keyport  Benefit  Life  Insurance  Company  (the  "Insurance  Company"),  hereby
instructs the Insurance Company to cause the shares of the above-referenced fund
(the "Fund")  allocable to  Participant's  contract or policy to be voted in the
manner specified on the reverse side with respect to the matter described in the
accompanying proxy statement.

THE INSURANCE COMPANY WILL FOLLOW VOTING  INSTRUCTIONS ONLY IF THEY ARE RECEIVED
AT LEAST  ONE DAY  PRIOR  TO THE DATE OF THE  MEETING.  IF NO  INSTRUCTIONS  ARE
SPECIFIED,  THE  INSURANCE  COMPANY  WILL  VOTE THE  SHARES  IN FAVOR OF THE NEW
SUB-ADVISORY AGREEMENT.

- ---------------------------------------------------------------
PLEASE MARK, SIGN, DATE AND RETURN THE VOTING  INSTRUCTIONS  CARD PROMPTLY USING
THE ENCLOSED ENVELOPE.

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

Please date and sign the name or names as printed hereon.  Where there are Joint
Participants,  all Joint Participants should sign. Corporate Instructions should
be signed by an authorized officer.  Executors,  administrators,  trustees, etc.
should so indicate when signing.

DATE: ____________________

- ---------------------------------------------------------------
(Signature of participant)
- ---------------------------------------------------------------

- ---------------------------------------------------------------
(Signature of joint participant)
- ---------------------------------------------------------------


1.  TO APPROVE A NEW SUB-ADVISORY AGREEMENT WITH NEWPORT FUND MANAGEMENT, INC.

[     ] FOR   [     ] AGAINST   [     ] ABSTAIN

2.  IN THEIR DISCRETION, UPON SUCH OTHER BUSINESS AS MAY COME BEFORE THE MEETING
    OR ANY ADJOURNMENT THEREOF.




<PAGE>


BY SIGNING AND DATING THIS CARD, YOU AUTHORIZE THE PROXIES TO VOTE EACH PROPOSAL
AS MARKED,  OR, IF NOT  MARKED,  TO VOTE "FOR"  EACH  PROPOSAL  AND TO USE THEIR
DISCRETION TO VOTE ON ANY OTHER MATTER THAT MAY COME BEFORE THE SPECIAL MEETING.
IF YOU DO NOT INTEND  PERSONALLY TO ATTEND THE SPECIAL MEETING,  PLEASE COMPLETE
AND MAIL THIS CARD AT ONCE IN THE ENCLOSED ENVELOPE.

                     LIBERTY VARIABLE INVESTMENT TRUST

                STEN ROE GLOBAL UTILITIES FUND, VARIABLE SERIES

           PROXY SOLICITED BY THE BOARD OF TRUSTEES FOR A MEETING OF
                  SHAREHOLDERS TO BE HELD ON JUNE 1, 2000

THE UNDERSIGNED HEREBY APPOINTS WILLIAM J. BALLOU,  SUZAN M. BARRON,  NANCY L.
CONLIN,  STEPHEN E. GIBSON,  AND JOSEPH R. PALOMBO,  AND EACH OF THEM,  PROXIES
OF THE  UNDERSIGNED,  WITH POWER OF  SUBSTITUTION,  TO VOTE AT THE SPECIAL
MEETING OF SHAREHOLDERS OF STEIN ROE GLOBAL  UTILITIES  FUND,  VARIABLE  SERIES
(THE  "FUND") TO BE HELD AT 11:00 A.M. ON JUNE 1, 2000,  AT ONE  FINANCIAL
CENTER,  BOSTON, MASSACHUSETTS, AND AT ANY ADJOURNMENTS THEREOF, AS FOLLOWS:

1.  TO APPROVE A NEW SUB-ADVISORY AGREEMENT WITH NEWPORT FUND MANAGEMENT, INC.

[     ] FOR   [     ] AGAINST   [     ] ABSTAIN

2.  IN THEIR DISCRETION, UPON SUCH OTHER BUSINESS AS MAY COME BEFORE THE MEETING
    OR ANY ADJOURNMENT THEREOF.



- ----------------------     --------------------------------
         SIGNATURE                  SIGNATURE (JOINT OWNERS)           DATE


PLEASE SIGN YOUR NAME OR NAMES EXACTLY AS PRINTED ABOVE TO AUTHORIZE THE VOTING
OF YOUR SHARES AS INDICATED ABOVE.  WHERE SHARES ARE REGISTERED WITH JOINT
OWNERS, ALL JOINT OWNERS SHOULD SIGN.  PERSONS SIGNING AS EXECUTORS,
ADMINISTRATORS, TRUSTEES, ETC. SHOULD SO INDICATE.  CORPORATE PROXIES SHOULD BE
SIGNED BY AN AUTHORIZED OFFICER.

<PAGE>



                               VOTING INSTRUCTIONS

                        LIBERTY VARIABLE INVESTMENT TRUST

                STEIN ROE GLOBAL UTILITIES FUND, VARIABLE SERIES

INSTRUCTIONS OF VARIABLE CONTRACT PARTICIPANTS FOR VOTING SHARES OF LIBERTY
VARIABLE INVESTMENT TRUST.

The ballot for which voting instructions are being requested is solicited by the
Board of  Trustees  of  Liberty  Variable  Investment  Trust  for a  meeting  of
shareholders to be held on June 1, 2000.

The  undersigned,  being a  Participant  under a variable  annuity  contract  or
variable life insurance policy issued by Keyport Life Insurance Company, Keyport
Benefit Life Insurance  Company,  Independence  Life & Annuity Company,  Liberty
Life Assurance Company of Boston and SAGE Life Assurance Company (the "Insurance
Company"),  hereby  instructs the  Insurance  Company to cause the shares of the
above-referenced fund (the "Fund") allocable to Participant's contract or policy
to be voted in the manner  specified  on the  reverse  side with  respect to the
matter described in the accompanying proxy statement.

THE INSURANCE COMPANY WILL FOLLOW VOTING  INSTRUCTIONS ONLY IF THEY ARE RECEIVED
AT LEAST  ONE DAY  PRIOR  TO THE DATE OF THE  MEETING.  IF NO  INSTRUCTIONS  ARE
SPECIFIED,  THE  INSURANCE  COMPANY  WILL  VOTE THE  SHARES  IN FAVOR OF THE NEW
SUB-ADVISORY AGREEMENT.

- ---------------------------------------------------------------
PLEASE MARK, SIGN, DATE AND RETURN THE VOTING  INSTRUCTIONS  CARD PROMPTLY USING
THE ENCLOSED ENVELOPE.

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

Please date and sign the name or names as printed hereon.  Where there are Joint
Participants,  all Joint Participants should sign. Corporate Instructions should
be signed by an authorized officer.  Executors,  administrators,  trustees, etc.
should so indicate when signing.

DATE: ____________________

- ---------------------------------------------------------------
(Signature of participant)
- ---------------------------------------------------------------

- ---------------------------------------------------------------
(Signature of joint participant)
- ---------------------------------------------------------------


1.  TO APPROVE A NEW SUB-ADVISORY AGREEMENT WITH NEWPORT FUND MANAGEMENT, INC.

[     ] FOR   [     ] AGAINST   [     ] ABSTAIN

2.  IN THEIR DISCRETION, UPON SUCH OTHER BUSINESS AS MAY COME BEFORE THE MEETING
    OR ANY ADJOURNMENT THEREOF.



                                              By:

                                               Philip K. Polkinghorn, President




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