LIBERTY VARIABLE INVESTMENT TRUST
485BPOS, 2000-04-25
Previous: STRATOSPHERE CORP, SC 13D, 2000-04-25
Next: ELECTRONIC RETAILING SYSTEMS INTERNATIONAL INC, 10-K/A, 2000-04-25




                                              Registration Nos:         33-59216
                                                                        811-7556

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933                    / X /

           Pre-Effective Amendment No.                                     /   /

           Post-Effective Amendment No. 21                                 / X /

                                     and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940            / X /

           Amendment No. 22                                                / X /
                        (Check appropriate box or boxes)

                        LIBERTY VARIABLE INVESTMENT TRUST
               (Exact Name of Registrant as Specified in Charter)

                One Financial Center, Boston, Massachusetts 02111
                    (Address of Principal Executive Offices)

                                  617-426-3750
              (Registrant's Telephone Number, including Area Code)

<TABLE>
<CAPTION>
Name and Address of
Agent for Service                                  Copy to

<S>                                                <C>
Nancy L. Conlin, Esq.                              John M. Loder, Esq.
Colonial Management Associates, Inc.               Ropes & Gray
One Financial Center                               One International Place
Boston, MA  02111                                  Boston, MA  02110-2624
</TABLE>

It is proposed that this filing will become effective (check appropriate box):

/     /         Immediately upon filing pursuant to paragraph (b).

/  X  /         On May 1, 2000 pursuant to paragraph (b).

/     /         60 days after filing pursuant to paragraph (a)(1).

/     /         on (date) pursuant to paragraph (a)(1).

/     /         75 days after filing pursuant to paragraph (a)(2).

/     /         on (date) pursuant to paragraph (a)(2) of Rule 485.

If appropriate, check the following box:

/     /         this post-effective amendment designates a new effective date
                for a previously filed post-effective amendment.

An indefinite number of shares of beneficial interest of all existing and
subsequently created series of the Trust under the Securities Act of 1933 were
registered by the Registration Statement filed on March 18, 1993 under the
Securities Act of 1933 pursuant to Rule 24f-2. A Rule 24f-2 Notice with respect
to the fiscal year ended December 31, 1996 was filed on or about February 28,
1997.
<PAGE>

                        LIBERTY VARIABLE INVESTMENT TRUST



PROSPECTUS DATED MAY 1, 2000



Colonial Growth and Income Fund, Variable Series
Stein Roe Global Utilities Fund, Variable Series
Colonial Small Cap Value Fund, Variable Series
Colonial U.S. Growth & Income Fund, Variable Series
Colonial Strategic Income Fund, Variable Series
Colonial High Yield Securities Fund, Variable Series
Liberty All-Star Equity Fund, Variable Series
Colonial International Fund for Growth, Variable Series
Newport Tiger Fund, Variable Series
Colonial International Horizons Fund, Variable Series
Colonial Global Equity Fund, Variable Series
Crabbe Huson Real Estate Investment Fund, Variable Series



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


                                    * * * *

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

                                     * * * *

Although trust shares have been registered with the Securities and Exchange
Commission, the Commission has not approved or disapproved 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 Insured      May Lose Value
                      No Bank Guarantee

<PAGE>

                                TABLE OF CONTENTS



THE TRUST



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



<TABLE>


<S>                                                                          <C>
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...........................................................
Colonial Small Cap Value Fund, Variable
Series...........................................................
Colonial U.S. Growth & Income Fund, Variable
Series...........................................................
Colonial Strategic Income Fund, Variable Series..................
Colonial High Yield Securities Fund, Variable Series.............
Liberty All-Star Equity Fund, Variable Series....................
Colonial International Fund for Growth, Variable Series..........
Newport Tiger Fund, Variable Series..............................
Colonial International Horizons Fund, Variable Series............
Colonial Global Equity Fund, Variable Series.....................
Crabbe Huson Real Estate Investment Fund, Variable Series........

TRUST MANAGEMENT ORGANIZATIONS

The Trustees.....................................................
Investment Advisor:  Liberty Advisory Services Corp..............
Investment Sub-Advisors and Portfolio Managers...................
Rule 12b-1 Plan..................................................

OTHER INVESTMENT STRATEGIES AND RISKS

U.S. Government Securities.......................................
Structure Risk...................................................
Zero Coupon Bonds................................................
Convertible Securities...........................................
Derivative Strategies............................................
Temporary Defensive Strategies...................................

FINANCIAL HIGHLIGHTS

SHAREHOLDER INFORMATION

Purchases and Redemptions........................................
How the Funds Calculate Net Asset Value..........................
Dividends and Distributions......................................
Tax Consequences.................................................
</TABLE>

                                       2
<PAGE>
                                    THE TRUST


Liberty Variable Investment Trust (Trust) includes twelve separate mutual funds
(Funds), each with its own investment goals and strategies. This Prospectus
contains information about all of the Funds in the Trust. Liberty Advisory
Services Corp. (LASC) is the investment advisor to each Fund. LASC has appointed
an investment sub-advisor (Sub-Advisor) for each Fund, and all of the
Sub-Advisors are affiliates of LASC. Each Fund has 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 International Fund for Growth, Variable Series (International Fund)            (Colonial)
Colonial U.S. Growth & Income Fund, Variable Series (U.S. Growth & Income Fund)
(formerly Colonial U.S. Stock Fund, Variable Series) 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) Colonial International Horizons Fund, Variable Series
(International Horizons Fund) Colonial Global Equity Fund, Variable Series
(Global Equity 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)


Crabbe Huson Real Estate Investment Fund, Variable Series (Real Estate Fund)            Crabbe Huson Group, Inc.
                                                                                        (Crabbe Huson)
</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 underwriter of
the Funds is Liberty Funds Distributor, Inc. (LFD). LFD is an affiliate 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. 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;


    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 judgment subjectively, based upon available information.


Additional strategies that are not primary investment strategies and the risks
associated with them are described below under "Other Investment Strategies and
Risks."



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 prevent the Fund from achieving its goals. It is possible to lose money by
investing in the Fund.



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



Value stocks are securities of companies that 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 not approach the value Colonial
has placed on it.



Foreign securities are subject to special risks. Foreign stock markets can be
extremely volatile. Fluctuations in currency exchange rates may impact the value
of foreign securities without a change in the intrinsic value of those
securities. 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. 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 calendar year total returns. The performance table
following the bar chart shows how the Fund's average annual returns compare with
those of a broad measure of market performance for 1 year, 5 years and the life
of the Fund. The Fund's return is compared 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. 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 indices. The Fund's return is also compared to the average
return of the funds included in the Lipper Growth & Income Annuities Funds
category average (Lipper Average). This Lipper Average, which is calculated by
Lipper, Inc., is composed of funds with similar investment objectives to the
Fund. Sales charges are not reflected in the Lipper Average. 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. Performance results include the effect of expense
reduction arrangements, if any. As with all mutual funds, past performance does
not predict the Fund's future performance. 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
1994      -0.76%
1995      30.03%
1996      17.89%
1997      28.97%
1998      11.13%
1999       5.55%




The Fund's year-to-date total return through March 31, 2000 was -1.59%.



For period shown in bar chart:



Best quarter:  4th quarter 1998, +16.92%



Worst quarter: 3rd quarter 1998, -13.57%



AVERAGE ANNUAL TOTAL RETURNS - FOR PERIODS ENDED DECEMBER 31, 1999



<TABLE>
<CAPTION>

                                             INCEPTION                                  LIFE OF THE
                                               DATE          1 YEAR        5 YEARS         FUND
<S>                                          <C>             <C>           <C>          <C>
Fund (%)                                      7/1/93          5.55          18.32          14.52
- -------------------------------------------------------------------------------------------------
S&P Index (%)                                   N/A           21.03         28.54        22.46(1)
- -------------------------------------------------------------------------------------------------
Lipper Average (%)                              N/A           14.63         21.86        17.74(1)
- -------------------------------------------------------------------------------------------------
</TABLE>



(1) Performance information is from June 30, 1993.


                                       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).


Additional strategies that are not primary investment strategies and the risks
associated with them are described below under "Other Investment Strategies and
Risks."


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 prevent the Fund from achieving its goals. It is possible to lose money by
investing in the Fund.



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



Utility company securities are subject to special risks. These securities are
especially affected by changes in interest rates, as well as by general
competitive and market forces in the industry. As interest rates increase, the
value of securities of utility companies tends to decrease, and vice versa. 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.






Foreign securities are subject to special risks. Foreign stock markets can be
extremely volatile. Fluctuations in currency exchange rates may impact the value
of foreign securities without a change in the intrinsic value of those
securities. 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. 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 calendar year total returns. The performance table
following the bar chart shows how the Fund's average annual returns compare with
those of a broad measure of market performance for 1 year, 5 years and the life
of the Fund. The Fund's return is compared to the Standard & Poor's Utilities
Index (S&P Index), an unmanaged index that tracks the performance of domestic
utility stocks, and the Morgan Stanley Capital International World Index ND
(MSCI Index), 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
indices. The Fund's return is also compared to the average return of the funds
included in the Lipper Utilities Annuities Funds category average (Lipper
Average). This Lipper Average, which is calculated by Lipper, Inc., is composed
of funds with similar investment objectives to the Fund. Sales charges are not
reflected in the Lipper Average. 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. Performance results include the effect of expense reduction
arrangements, if any. As with all mutual funds, past performance does not
predict the Fund's future performance. 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

1994      -10.27%
1995       35.15%
1996        6.53%
1997       28.75%
1998       18.33%
1999       28.63%



The Fund's year-to-date total return through March 31, 2000 was +8.05%.



For period shown in bar chart:



Best quarter:  4th quarter 1999, +24.73%



Worst quarter: 1st quarter 1994, -8.91%



AVERAGE ANNUAL TOTAL RETURNS - FOR PERIODS ENDED DECEMBER 31, 1999



<TABLE>
<CAPTION>
                                            INCEPTION                                  LIFE OF THE
                                               DATE          1 YEAR        5 YEARS         FUND
<S>                                           <C>             <C>           <C>            <C>
Fund (%)                                      7/1/93          28.63         23.06          15.04
- ----------------------------------------------------------------------------------------------------
MSCI Index (%)                                  N/A           24.93         19.76        16.86(2)
- ----------------------------------------------------------------------------------------------------
S&P Index (%)                                   N/A           -8.88         13.66         9.11(2)
- ----------------------------------------------------------------------------------------------------
Lipper Average (%)                              N/A           15.40         19.64        12.14(2)
</TABLE>




(2) Performance information is from June 30, 1993.


                                       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 of U.S. companies. 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 undervalued 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.



Additional strategies that are not primary investment strategies and the risks
associated with them are described below under "Other Investment Strategies and
Risks."


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 prevent the Fund from achieving its goals. It is possible to lose money by
investing in the Fund.



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



Smaller companies are more likely than larger companies to have limited product
lines, operating histories, markets or financial resources. They may depend
heavily on a small management team. Stocks of smaller companies may trade less
frequently, may trade in smaller volumes and may fluctuate more sharply in price
than stocks of larger companies. In addition, they may not be widely followed by
the investment community, which can lower the demand for their stock.





Value stocks are securities of companies that 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 not approach the value Colonial
has placed on it.


                                       8
<PAGE>

THE FUNDS Colonial Small Cap Value Fund, Variable Series



PERFORMANCE HISTORY


The bar chart below shows the Fund's performance by illustrating the Fund's
calendar year total returns. The performance table following the bar chart shows
how the Fund's average annual returns compare with those of a broad measure of
market performance for 1 year and the life of the Fund. The Fund's return is
compared to the Russell 2000 Index (Russell Index), an unmanaged index that
tracks the performance of small-capitalization stocks traded on the New York
Stock Exchange, American Stock Exchange and the NASDAQ. 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 indices. The Fund's return is
also compared to the average return of the funds included in the Lipper Small
Cap-Annuities Funds category average (Lipper Average). This Lipper Average,
which is calculated by Lipper, Inc., is composed of funds with similar
investment objectives to the Fund. Sales charges are not reflected in the Lipper
Average. 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. Performance
results include the effect of expense reduction arrangements, if any. If these
arrangements were not in place, then the performance results would have been
lower. Any expense reduction arrangements may be discontinued at any time. As
with all mutual funds, past performance does not predict the Fund's future
performance. 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]

                           1999                6.34%



The Fund's year-to-date total return through March 31, 2000 was +1.43%.



For period shown in bar chart:



Best quarter: 2nd quarter 1999, +16.78%



Worst quarter: 1st quarter 1999, -13.27%



AVERAGE ANNUAL TOTAL RETURNS - FOR PERIODS ENDED DECEMBER 31, 1999



<TABLE>
<CAPTION>
                                             INCEPTION                   LIFE OF THE
                                               DATE          1 YEAR          FUND
<S>                                          <C>             <C>         <C>
Fund (%)                                      5/19/98         6.34          (4.85)
- ------------------------------------------------------------------------------------
Russell Index (%)                               N/A           21.26        4.01(3)
- ------------------------------------------------------------------------------------
Lipper Average (%)                              N/A           37.57       12.97 (3)
</TABLE>



(3) Performance information is from April 30, 1998


                                       9
<PAGE>

               COLONIAL U.S. GROWTH & INCOME FUND, VARIABLE SERIES



INVESTMENT GOALS



The Fund seeks long-term growth and income.


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. Up to 10% of the Fund's assets may be
invested in debt securities.



In selecting debt securities for the Fund, Colonial may invest in:



         -        debt securities that are convertible into common stock;



         -        corporate debt securities rated investment-grade by at least
                  two nationally recognized rating organizations (investment
                  grade stocks have a rating of BBB or higher by Standard &
                  Poor's Ratings Services or Baa or higher by Moody's Investors
                  Service, Inc.); and



         -        debt securities issued or guaranteed by the U.S. government.


In managing the Fund, Colonial uses a value investing strategy that focuses on
buying stocks cheaply when they are undervalued 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.


Additional strategies that are not primary investment strategies and the risks
associated with them are described below under "Other Investment Strategies and
Risks."


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 prevent the Fund from achieving its goals. It is possible to lose money by
investing in the Fund.



Market risk is the risk that the price of a security held by the Fund will fall
due to changing market, economic or political conditions. Market risk includes
interest rate risk.



Because the Fund may invest in debt securities issued by private entities,
including corporate bonds and privately issued mortgage-backed and asset-backed
securities, the Fund is subject to issuer risk. Issuer risk is the possibility
that changes in the financial condition of the issuer of a security, changes in
general economic conditions, or changes in economic conditions that affect the
issuer may impact its willingness or ability to make timely payments of interest
or principal. This could result in a decrease in the price of the security and
in some cases a decrease in income.



Interest rate risk is the risk of a change 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.



Value stocks are securities of companies that 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 not approach the value Colonial
has placed on it.





                                       10
<PAGE>

THE FUNDS Colonial U.S. Growth & Income Fund. Variable Series







                                       11
<PAGE>

THE FUNDS Colonial U.S. Growth & 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 calendar year total returns. The performance table
following the bar chart shows how the Fund's average annual returns compare with
those of a broad measure of market performance for 1 year, 5 years and the life
of the Fund. The Fund's return is compared 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. 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 indices. The Fund's return is also compared to the average
return of the funds included in the Lipper Growth & Income Annuities Funds
category average (Lipper Average). This Lipper Average, which is calculated by
Lipper, Inc., is composed of funds with similar investment objectives to the
Fund. Sales charges are not reflected in the Lipper Average. 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. Performance results include the effect of expense
reduction arrangements, if any. If these arrangements were not in place, then
the performance results would have been lower. Any expense reduction
arrangements may be discontinued at any time. As with all mutual funds, past
performance does not predict the Fund's future performance. 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>
                    <S>                                <C>
                    1995                               29.70%
                    1996                               21.84%
                    1997                               32.23%
                    1998                               20.15%
                    1999                               12.00%
</TABLE>




The Fund's year-to-date total return through March 31, 2000 was +0.40%.



For period shown in bar chart:



Best quarter:  4th quarter 1998, +21.79%



Worst quarter: 3rd quarter 1998, -14.16%



AVERAGE ANNUAL TOTAL RETURNS - FOR PERIODS ENDED DECEMBER 31, 1999



<TABLE>
<CAPTION>

                                             INCEPTION                                 LIFE OF THE
                                               DATE          1 YEAR       5 YEARS         FUND
<S>                                          <C>             <C>          <C>          <C>
- -------------------------------------------------------------------------------------------------
Fund (%)                                      7/5/94          12.00        22.97          21.64
- -------------------------------------------------------------------------------------------------
S&P Index (%)                                   N/A           21.03        28.54        26.73(4)
- -------------------------------------------------------------------------------------------------
Lipper Average (%)                              N/A           14.63        21.86        20.42(4)
</TABLE>



(4) Perfomance information is June 30, 1994.


                                      12
<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 goals 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 goals 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 Ratings Services;



         -        Baa through D by Moody's Investors Service, 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.


Additional strategies that are not primary investment strategies and the risks
associated with them are described below under "Other Investment Strategies and
Risks."


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 prevent the Fund from achieving its goals. It is possible to lose money by
investing in the Fund.



Market risk is the risk that the price of a security held by the Fund will fall
due to changing market, economic or political conditions. Market risk includes
interest rate risk.



Interest rate risk is the risk of a change 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 debt securities issued by private entities,
including corporate bonds and privately issued mortgage-backed and asset-backed
securities, the Fund is subject to issuer risk. Issuer risk is the possibility
that changes in the financial condition of the issuer of a security, changes in
general economic conditions, or changes in economic conditions that affect the
issuer may impact its willingness or ability to make timely payments of interest
or principal. This could result in a decrease in the price of the security and
in some cases a decrease in income.




                                       13
<PAGE>
THE FUNDS Colonial Strategic Income Fund, Variable Series



Foreign securities are subject to special risks. Foreign markets can be
extremely volatile. Fluctuations in currency exchange rates may impact the value
of foreign securities without a change in the intrinsic value of those
securities. 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. 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 subject to additional risk. The risks of foreign
investments are typically increased in less developed 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.



Lower-rated debt securities involve greater risk of loss due to credit
deterioration and are less liquid, especially during periods of economic
uncertainty or change, than higher quality debt securities. Lower-rated debt
securities have the added risk that the issuer of the security may default and
not make payment of interest or principal.




                                       14
<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 calendar year total returns. The performance table
following the bar chart shows how the Fund's average annual returns compare with
those of a broad measure of market performance for 1 year, 5 years and the life
of the Fund. The Fund's return is compared 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. 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 indices. The Fund's return is also compared to
the average return of the funds included in the Lipper General Bonds - Annuities
Funds category average (Lipper Average). This Lipper Average, which is
calculated by Lipper, Inc., is composed of funds with similar investment
objectives to the Fund. Sales charges are not reflected in the Lipper Average.
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. Performance results include the
effect of expense reduction arrangements, if any. If these arrangements were not
in place, then the performance results would have been lower. Any expense
reduction arrangements may be discontinued at any time. As with all mutual
funds, past performance does not predict the Fund's future performance. 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>
                    <S>                                <C>
                    1995                               18.30%
                    1996                                9.83%
                    1997                                9.11%
                    1998                                6.03%
                    1999                                1.78%
</TABLE>



The Fund's year-to-date total return through March 31, 2000 was -0.10%.



For period shown in bar chart:



Best quarter:  1st quarter 1995, +5.62%



Worst quarter: 1st quarter 1997, -1.00%



AVERAGE ANNUAL TOTAL RETURNS - FOR PERIODS ENDED DECEMBER 31, 1999



<TABLE>
<CAPTION>

                                           INCEPTION       1 YEAR       5 YEARS      LIFE OF THE
                                               DATE                                       FUND
<S>                                        <C>             <C>          <C>          <C>

Fund (%)                                      7/5/94          1.78          8.88          8.26
- -----------------------------------------------------------------------------------------------
Lehman Index (%)                                N/A          (2.15)         7.61         7.06(5)
- -----------------------------------------------------------------------------------------------
Lipper Average (%)                              N/A           0.76          7.84         7.03(5)
</TABLE>



(5) Peformance information is from June 30, 1994.



                                       15
<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 goals by investing primarily in lower-rated
corporate debt securities. These securities have the following ratings:



- -        BBB through C by Standard & Poor's Ratings Services;



- -        Baa through D by Moody's Investors, Service, 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.


Additional strategies that are not primary investment strategies and the risks
associated with them are described below under "Other Investment Strategies and
Risks."


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 prevent the Fund from achieving its goals. It is possible to lose money by
investing in the Fund.



Market risk is the risk that the price of a security held by the Fund will fall
due to changing market, economic or political conditions. Market risk includes
interest rate risk.



Interest rate risk is the risk of a change 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 debt securities issued by private entities,
including corporate bonds and privately issued mortgage-backed and asset-backed
securities, the Fund is subject to issuer risk. Issuer risk is the possibility
that changes in the financial condition of the issuer of a security, changes in
general economic conditions, or changes in economic conditions that affect the
issuer may impact its willingness or ability to make timely payments of interest
or principal. This could result in a decrease in the price of the security and
in some cases a decrease in income.



Lower-rated debt securities involve greater risk of loss due to credit
deterioration and are less liquid, especially during periods of economic
uncertainty or change, than higher quality debt securities. Lower-rated debt
securities have the added risk that the issuer of the security may default and
not make payment of interest or principal.




                                       16
<PAGE>
THE FUNDS Colonial High Yield Securities Fund, Variable Series






Foreign securities are subject to special risks. Foreign stock markets can be
extremely volatile. Fluctuations in currency exchange rates may impact the value
of foreign securities without a change in the intrinsic value of those
securities. 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. 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 subject to additional risk. The risks of foreign
investments are typically increased in less developed 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.




                                       17
<PAGE>
THE FUNDS Colonial High Yield Securities Fund, Variable Series


PERFORMANCE HISTORY


The bar chart below shows the Fund's performance by illustrating the Fund's
calendar year total return. The performance table following the bar chart shows
how the Fund's average annual returns compare with those of a broad measure of
market performance for 1 year and the life of the Fund. The Fund's return is
compared to the CS First Boston Global High Yield Index (CS Index), an unmanaged
index that tracks the performance of high yield bond funds. 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 indices. The
Fund's return is also compared to the average return of the funds included in
the Lipper High Current Yield - Annuities Funds category average (Lipper
Average). This Lipper Average, which is calculated by Lipper, Inc., is composed
of funds with similar investment objectives to the Fund. Sales charges are not
reflected in the Lipper Average. 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. Performance results include the effect of expense reduction
arrangements, if any. If these arrangements were not in place, then the
performance results would have been lower. Any expense reduction arrangements
may be discontinued at any time. As with all mutual funds, past performance does
not predict the Fund's future performance. 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>
                    <S>                                <C>
                    1999                               1.65%
</TABLE>




The Fund's year-to-date total return through March 31, 2000 was -1.36%.



For period shown in bar chart:



Best quarter:  1st quarter 1999, +3.11%



Worst quarter: 3rd quarter 1999, -1.90%



AVERAGE ANNUAL TOTAL RETURNS - FOR PERIODS ENDED DECEMBER 31, 1999



<TABLE>
<CAPTION>
                                             INCEPTION       1 YEAR        LIFE OF THE
                                               DATE          ------           FUND
                                               ----                           ----
<S>                                          <C>             <C>            <C>
Fund (%)                                      5/19/98         1.65           (0.59)
- --------------------------------------------------------------------------------------
CS Index (%)                                    N/A           3.28           0.06(6)
- --------------------------------------------------------------------------------------
Lipper Average (%)                              N/A           4.04          (0.28)(6)
</TABLE>



(6) Performance information is from April 30, 1998.


                                       18
<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 as follows:


- -        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.


- -        TCW Investment Management Company incorporates secular growth trends
         and uses a "bottom-up" approach by investing in primarily large-cap
         companies that have distinct business model advantages.


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.



                                       19
<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 and Liberty
All-Star Growth & Income Fund, a multi-managed open-ended fund. These funds have
the same investment objective and investment program as the Fund, and currently
have the same Portfolio Managers. LAMCO expects that these 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.


Additional strategies that are not primary investment strategies and the risks
associated with them are described below under "Other Investment Strategies and
Risks."



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 prevent the Fund from achieving its goals. It is possible to lose money by
investing in the Fund.



Market risk is the risk that the price of a security held by the Fund will fall
due to changing market, economic or political conditions. Market risk includes
interest rate risk.



Interest rate risk is the risk of a change 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.



Value stocks are securities of companies that 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 the Portfolio Managers' assessment of a
company's prospects is wrong, the price of its stock may not approach the value
the Portfolio Managers have placed on it.



                                       20
<PAGE>
THE FUNDS Liberty All-Star Equity 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 calendar year total returns. The performance table
following the bar chart shows how the Fund's average annual returns compare with
those of a broad measure of market performance for 1 year and the life of the
Fund. The Fund's return is compared to the Russell 3000 Index (Russell Index), a
capitalization weighted total return index which is comprised of 3000 of the
largest capitalized U.S. domiciled companies whose common stock is traded in the
United States on the New York Stock Exchange, American Stock Exchange and
NASDAQ. 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 indices. The Fund's return is also compared to the average return of
the funds included in the Lipper Growth & Income - Annuities Funds category
average (Lipper Average). This Lipper Average, which is calculated by Lipper,
Inc., is composed of funds with similar investment objectives to the Fund. Sales
charges are not reflected in the Lipper Average. 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. Performance results include the effect of expense
reduction arrangements, if any. If these arrangements were not in place, then
the performance results would have been lower. Any expense reduction
arrangements may be discontinued at any time. As with all mutual funds, past
performance does not predict the Fund's future performance. 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]

1998      18.67%
1999       8.47%



The Fund's year-to-date total return through March 31, 2000 was +5.21%.



For the period shown in bar chart:



Best quarter:  4th quarter 1998, +18.67%



Worst quarter: 3rd quarter 1998, -12.05%



AVERAGE ANNUAL TOTAL RETURNS - FOR PERIODS ENDED DECEMBER 31, 1999



<TABLE>
<CAPTION>
                                             INCEPTION       1 YEAR       LIFE OF THE
                                               DATE          ------          FUND
                                               ----                          ----
<S>                                          <C>             <C>          <C>
Fund (%)                                     11/17/97         8.47           13.05
- -------------------------------------------------------------------------------------
Russell Index (%)                               N/A          20.90         23.85(7)
- -------------------------------------------------------------------------------------
Lipper Average (%)                              N/A          14.63         16.24(7)
</TABLE>



(7) Performance information is from October 31, 1997.



                                       21
<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 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.


Additional strategies that are not primary investment strategies and the risks
associated with them are described below under "Other Investment Strategies and
Risks."


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 prevent the Fund from achieving its goals. It is possible to lose money by
investing in the Fund.



Market risk is the risk that the price of a security held by the Fund will fall
due to changing market, economic or political conditions. Market risk includes
interest rate risk.



Interest rate risk is the risk of a change 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 debt securities issued by private entities,
including corporate bonds and privately issued mortgage-backed and asset-backed
securities, the Fund is subject to issuer risk. Issuer risk is the possibility
that changes in the financial condition of the issuer of a security, changes in
general economic conditions, or changes in economic conditions that affect the
issuer may impact its willingness or ability to make timely payments of interest
or principal. This could result in a decrease in the price of the security and
in some cases a decrease in income.



As a non-diversified mutual fund, the Fund is allowed to invest or hold greater
than 10% of outstanding voting securities of any issuer (more than 5% of its
total assets in the securities of a single issuer). This may concentrate issuer
risk and, therefore, the Fund may have an increased risk of loss compared to a
similar diversified mutual fund.



Foreign securities are subject to special risks. Foreign stock markets can be
extremely volatile. Fluctuations in currency exchange rates may impact the value
of foreign securities without a change in the intrinsic value of those
securities. 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. 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 subject to additional risk. The risks of foreign
investments are typically increased in less developed countries, which are
sometimes referred to as emerging markets. For example, political and economic
structures in these



                                       22
<PAGE>
THE FUNDS Colonial International Fund for Growth, Variable Series

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, operating histories, markets or financial resources. They may depend
heavily on a small management team. Stocks of smaller companies may trade less
frequently, may trade in smaller volumes and may fluctuate more sharply in price
than stocks of larger companies. In addition, they may not be widely followed by
the investment community, which can lower the demand for their stock.




                                       23
<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 calendar year total returns. The performance table
following the bar chart shows how the Fund's average annual returns compare with
those of a broad measure of market performance for 1 year, 5 years and the life
of the Fund. The Fund's return is compared to the Morgan Stanley Capital
International EAFE Index(MSCI Index), an unmanaged index that tracks the
performance of international stocks by market capitalization. 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 indices. The
Fund's return is also compared to the average return of the funds included in
the Lipper International-Annuities Funds category average (Lipper Average). This
Lipper Average, which is calculated by Lipper, Inc., is composed of funds with
similar investment objectives to the Fund. Sales charges are not reflected in
the Lipper Average. 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..
Performance results include the effect of expense reduction arrangements, if
any. As with all mutual funds, past performance does not predict the Fund's
future performance. 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]

1995      5.85%
1996      5.61%
1997     -3.27%
1998     12.96%
1999     40.58%



The Fund's year-to-date total return through March 31, 2000 was -1.08%.



For period shown in bar chart:



Best quarter:  4th quarter 1999, +23.31%



Worst quarter: 3rd quarter 1998, -16.04%



AVERAGE ANNUAL TOTAL RETURNS - FOR PERIODS ENDED DECEMBER 31, 1999



<TABLE>
<CAPTION>
                                             INCEPTION                                  LIFE OF THE
                                               DATE          1 YEAR        5 YEARS         FUND
                                               ----          ------        -------         ----
<S>                                          <C>             <C>           <C>          <C>
Fund (%)                                      5/2/94          40.58         11.42          8.81
- ---------------------------------------------------------------------------------------------------
MSCI Index (%)                                  N/A           26.96         12.83        11.21(8)
- ---------------------------------------------------------------------------------------------------
Lipper Average (%)                              N/A           43.23         17.36        14.16(8)
</TABLE>



(8) Performance information is from April 30, 1994.


                                       24
<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 ten Tiger countries of Asia. The Tigers of Asia are
Hong Kong, Singapore, South Korea, Taiwan, Malaysia, Thailand, India, Indonesia,
The People's Republic of China and the Philippines. In selecting investments for
the Fund, Newport typically purchases stocks of quality growth companies.



Additional strategies that are not primary investment strategies and the risks
associated with them are described below under "Other Investment Strategies and
Risks."


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 prevent the Fund from achieving its goal. It is possible to lose money by
investing in the Fund.



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



Foreign securities are subject to special risks. Foreign stock markets can be
extremely volatile. Fluctuations in currency exchange rates may impact the value
of foreign securities without a change in the intrinsic value of those
securities. 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. 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 ten 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 Asian region as a whole. As
a result events in the region will generally have a greater effect on the Fund
than if the Fund were more geographically diversified, which may result in
greater losses and volatility.



Emerging markets are subject to additional risk. The risks of foreign
investments are typically increased in less developed 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.



                                       25
<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 calendar year total returns. The performance table
following the bar chart shows how the Fund's average annual returns compare with
those of a broad measure of market performance for 1 year and the life of the
Fund. The Fund's return is compared to the Morgan Stanley Capital International
EAFE GDP Index (MSCI Index), a broad-based, unmanaged index that tracks the
performance of foreign 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 indices. The Fund's return is also compared to
the average return of the funds included in the Lipper Pacific-Region-Annuities
Funds category average (Lipper Average). This Lipper Average, which is
calculated by Lipper, Inc., is composed of funds with similar investment
objectives to the Fund. Sales charges are not reflected in the Lipper Average.
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. Performance results include the
effect of expense reduction arrangements, if any. As with all mutual funds, past
performance does not predict the Fund's future performance. 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]

1996      11.73%
1997     -31.14%
1998      -6.43%
1999      68.01%



The Fund's year-to-date total return through March 31, 2000 was +1.91%.



For the period shown in bar chart:



Best quarter:  4th quarter 1998, +37.93%



Worst quarter: 2nd quarter 1998, -28.81%



AVERAGE ANNUAL TOTAL RETURNS - FOR PERIODS ENDED DECEMBER 31, 1999



<TABLE>
<CAPTION>
                                             INCEPTION                    LIFE OF THE
                                               DATE          1 YEAR           FUND
                                               ----          ------           ----
<S>                                          <C>             <C>          <C>
Fund (%)                                      5/1/95          68.01           7.31

MSCI Index (%)                                  N/A           31.00         15.72(9)

Lipper Average (%)                              N/A           79.74         4.24(9)
</TABLE>



(9)      Performance information is from April 30, 1995.


                                       26
<PAGE>

              COLONIAL INTERNATIONAL HORIZONS FUND, VARIABLE SERIES




INVESTMENT GOALS



The Fund seeks long-term growth and preservation of capital purchasing power.




PRIMARY INVESTMENT STRATEGIES



The Fund invests primarily in non-U.S. equity securities which Colonial believes
will provide superior long-term growth. Colonial generally selects stocks of
companies in industries and markets that it believes will react favorably to
inflation in the U.S. economy. Inflation sensitive companies in which the Fund
may invest include:



- -        companies engaged in the development and processing of natural
         resources, and



- -        companies engaged in consumer-oriented businesses.






Additional strategies that are not primary investment strategies and the risks
associated with them are described below under "Other Investment Strategies and
Risks."



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 prevent the Fund from achieving its goals. It is possible to lose money by
investing in the Fund.






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



Foreign securities are subject to special risks. Foreign stock markets can be
extremely volatile. Fluctuations in currency exchange rates may impact the value
of foreign securities without a change in the intrinsic value of those
securities. 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. 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.



As a non-diversified mutual fund, the Fund is allowed to invest a greater
percentage of its total assets in the securities of a single company (and hold
greater than 10% of outstanding voting securities of any issuer). Therefore, the
Fund may have an increased risk of loss compared to a similar diversified mutual
fund.



Emerging markets are subject to additional risk. The risks of foreign
investments are typically increased in less developed 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.




PERFORMANCE HISTORY



Because the Fund has not completed one full calendar year of investment
performance, information related to the Fund's performance has not been included
in this prospectus.


                                       27
<PAGE>

The Fund's return is compared to the Morgan Stanley Capital International EAFE
GDP Index, an unmanaged index that tracks the performance of equity securities
of developed countries outside North America. 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 indices.


                                       28
<PAGE>
                  COLONIAL GLOBAL EQUITY FUND, VARIABLE SERIES
                  --------------------------------------------




INVESTMENT GOAL
- --------------------------------------------------------------------------------



The Fund seeks long-term growth by investing primarily in global equity
securities.



PRIMARY INVESTMENT STRATEGIES
- --------------------------------------------------------------------------------



Under normal market conditions, the Fund invests primarily in both U.S. and
foreign equity securities. The Fund may invest in companies of any size,
including small capitalization stocks. The Fund may also invest in high quality
U.S. and foreign government debt securities. The Fund generally diversifies its
holdings across several different countries and regions.



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.



Additional strategies that are not primary investment strategies and the risks
associated with them are described below under "Other Investment Strategies and
Risks."




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 prevent the Fund from achieving its goal. It is possible to lose money by
investing in the Fund.



Market risk is the risk that the price of a security held by the Fund will fall
due to changing market, economic or political conditions. Market risk includes
interest rate risk.





Foreign securities are subject to special risks. Foreign stock markets can be
extremely volatile. Fluctuations in currency exchange rates may impact the value
of foreign securities without a change in the intrinsic value of those
securities. 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. 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.



Smaller companies are more likely than larger companies to have limited product
lines, operating histories, markets or financial resources. They may depend
heavily on a small management team. Stocks of smaller companies may trade less
frequently, may trade in smaller volumes and may fluctuate more sharply in price
than stocks of larger companies. In addition, they may not be widely followed by
the investment community, which can lower the demand for their stock.



Emerging markets are subject to additional risk. The risks of foreign
investments are typically increased in less developed 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.




PERFORMANCE HISTORY
- --------------------------------------------------------------------------------



Because the Fund has not completed one full calendar year of investment
performance, information related to the Fund's performance has not been included
in this prospectus.



The Fund's return is compared to the Morgan Stanley Capital International World
GDP Index, an unmanaged price 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 indices.



                                       29
<PAGE>


            CRABBE HUSON REAL ESTATE INVESTMENT FUND, VARIABLE SERIES
            ---------------------------------------------------------



INVESTMENT GOALS
- --------------------------------------------------------------------------------



The Fund seeks to provide growth of capital and current income.




PRIMARY INVESTMENT STRATEGIES
- --------------------------------------------------------------------------------



Under normal market conditions, the Fund invests at least 75% of its total
assets in equity securities of real estate investment trusts (REITs) and other
real estate industry companies. In managing the Fund, the sub-advisor follows a
basic value contrarian approach in selecting securities for its portfolio.



The contrarian approach puts primary emphasis on security price, balance sheet
and cash flow analysis and on the relationship between the market price of a
security and its estimated intrinsic value as a share of an ongoing business.



REITs are pooled investment vehicles that invest primarily in income producing
real estate or real estate related loans or interest. The Fund's REIT
investments will consist primarily of equity REITs which invest the majority of
their assets directly in real estate and derive income primarily from rents.



Other real estate industry companies in which the Fund may invest are companies
that derive at least 50% of their revenues or profits from either (a) the
ownership, development, construction, financing, management or sale of
commercial, industrial or residential real estate or (b) products or services
related to the real estate industry, such as building supplies or mortgage
servicing.



Additional strategies that are not primary investment strategies and the risks
associated with them are described below under "Other Investment Strategies and
Risks."




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 prevent the Fund from achieving its goals. It is possible to lose money by
investing in the Fund.



Market risk is the risk that the price of a security held by the Fund will fall
due to changing market, economic or political conditions. Market risk includes
interest rate risk.



The Fund may invest in equity real estate investment trusts (REITs). REITs are
entities which either own properties or make construction or mortgage loans.
Equity REITs may also include operating or finance companies. Investing in REITs
involves certain unique risks in addition to those risks associated with the
real estate industry in general. The prices of equity REITs are affected by
changes in the value of the underlying property owned by the REITs. REITs are
subject to heavy cash flow dependency and default by borrowers. In addition,
although the Fund does not invest directly in real estate, a REIT investment by
the Fund is subject to certain of the risks associated with the ownership of
real estate. These risks include possible declines in the value of real estate,
risks related to general and local economic conditions, possible lack of
availability of mortgage funds, and changes in interest rates.



The basic value contrarian approach is based on Crabbe Huson's belief that the
securities of many companies often sell at a discount from the securities'
estimated intrinsic value. The Fund attempts to identify and invest in such
undervalued securities in the hope that their market price will rise to their
estimated intrinsic value. If Crabbe Huson's assessment of a company's prospects
is wrong, the price of its stock may not approach the value Crabbe Huson has
placed on it.



PERFORMANCE HISTORY
- --------------------------------------------------------------------------------



Because the Fund has not completed one full calendar year of investment
performance, information related to the Fund's performance has not been included
in this prospectus.



The Fund's return is compared to the NAREIT Equity Index, an unmanaged index
that tracks the performance of all equity real estate investment trusts that
trade on the New York Stock Exchange, the American Stock Exchange and the
NASDAQ. Unlike the Fund,



                                       30
<PAGE>



indices are not investments, do not incur fees or expenses and are not
professionally managed. It is not possible to invest directly in indices.



                                       31
<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 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 Funds. 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, 2000, LASC managed over $853 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 1999 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. Growth & Income 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%
         Colonial International Fund for Growth, Variable Series      0.90%
         Newport Tiger Fund, Variable Series                          0.90%
         Colonial International Horizons Fund, Variable Series        0.95%(3)
         Colonial Global Equity Fund, Variable Series                 0.95%(4)
         Crabbe Huson Real Estate Investment Fund, Variable Series    1.00%(5)
</TABLE>




(1)   The Small Cap Fund's advisor has voluntarily agreed to waive its
      management fee and reimburse other expenses so that total expenses of the
      Fund (excluding interest, taxes, 12b-1, brokerage and extraordinary
      expenses) do not exceed 1.00%. As a result the actual management fee paid
      to the advisor for the 1999 fiscal year was 0.00%.



(2)   The High Yield Fund's advisor has voluntarily agreed to waive its
      management fee and reimburse other expenses so that total expenses of the
      Fund (excluding interest, taxes, 12b-1, brokerage and extraordinary
      expenses) do not exceed 0.80%. As a result the actual management fee paid
      to the advisor for the 1999 fiscal year was 0.12%.



(3)   The International Horizons Fund's advisor has voluntarily agreed to waive
      its management fee and reimburse other expenses so that the total expenses
      of the Fund (excluding interest, taxes, 12b-1, brokerage and extraordinary
      expenses) do not exceed 1.15%. As a result the actual management fee paid
      to the advisor for the 1999 fiscal year was 0.00%.



(4)   The Global Equity Fund's advisor has voluntarily agreed to waive its
      management fee and reimburse other expenses so that total expenses of the
      Fund (excluding interest, taxes, 12b-1, brokerage and extraordinary
      expenses) do not exceed 1.15%. As a result the actual management fee paid
      to the advisor for the 1999 fiscal year was 0.12%.



(5)   The Real Estate Fund's advisor has voluntarily agreed to waive its
      management fee and reimburse other expenses so that total expenses of the
      Fund (excluding interest, taxes, 12b-1, brokerage and extraordinary
      expenses) do not exceed 1.20%. As a result the actual management fee paid
      to the advisor for the 1999 fiscal year was 0.00%.



                                       32
<PAGE>


TRUST MANAGEMENT ORGANIZATIONS


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. Growth & Income Fund, Strategic
Income Fund, High Yield Fund, International Fund, International Horizons Fund
and Global Equity Fund. Colonial's principal business address is One Financial
Center, Boston, Massachusetts 02111. As of March 31, 2000, Colonial managed over
$15.7 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. Growth & Income Fund, Variable Series            0.60%
         Colonial Strategic Income Fund, Variable Series                0.45%
         Colonial High Yield Securities Fund, Variable Series           0.40%
         Colonial International Fund for Growth, Variable Series        0.70%
         Colonial International Horizons Fund, Variable Series          0.75%
         Colonial Global Equity Fund, Variable Series                   0.75%
</TABLE>



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




Scott Schermerhorn, a senior vice president of Colonial, has managed the Growth
& Income Fund since November, 1999. Mr. Schermerhorn has managed various other
funds at Colonial since October, 1998. From May, 1996 to October, 1998, Mr.
Schermerhorn was the head of the value team at Federated Investors, where he
managed the American Leader Fund, Federated Stock Trust and Federated Stock and
Bond Fund, as well as other institutional accounts. From February, 1990 to May,
1996, Mr. Schermerhorn was a portfolio manager and a member of the growth and
income team at J&W Seligman.



James P. Haynie, a senior vice president of Colonial, has co-managed the Small
Cap Fund since 1993.



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



Mark Stoeckle has managed the U.S. Growth & Income Fund since December, 1996.
Mr. Stoeckle is a senior vice president of Colonial. Prior to joining Colonial
in October, 1996, Mr. Stoeckle was a portfolio manager at Massachusetts
Financial Services Company from January, 1993 to October, 1996.



Carl C. Ericson has managed the Strategic Income Fund since its inception in
July, 1994. He also has co-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 other Colonial taxable income funds
since 1985.



Scott B. Richards, a senior vice president of Colonial, has co-managed the High
Yield Fund since May, 1999. Prior to joining Colonial he was employed with State
Street Research & Management Company as a vice president and a portfolio manager
from January, 1994 to May, 1999.






                                       33
<PAGE>


TRUST MANAGEMENT ORGANIZATIONS






Charles R. Roberts, a senior vice president of Colonial, has been the lead
manager for the International Fund and International Horizons Fund since March,
2000. Mr. Roberts is also a senior vice president of Newport and Newport Pacific
Management, Inc. (Newport Pacific), an affiliate of Colonial. Mr. Roberts has
been employed with Newport and Newport Pacific since November, 1998. Prior to
joining Newport and Newport Pacific, he managed the European component of
institutional international equity accounts at Progress Investment Management
(Progress) since 1997. Prior to joining Progress in 1997, he managed the
European component of institutional international equity accounts and was a
member of the investment policy committee at Sit/Kim International (Sit/Kim)
since prior to 1994.



Michael Ellis, a senior vice president of Colonial, has co-managed the
International Fund and International Horizons Fund since March, 2000. Mr. Ellis
is also a senior vice president of Newport and Newport Pacific. Prior to joining
Newport and Newport Pacific in December, 1996, he was a vice president at
Matthews International Capital Management since September, 1991.



Deborah Snee, a Vice President of Colonial and Europe analyst at Colonial, Stein
Roe and Newport, has co-managed the International Fund and International
Horizons Fund since March, 2000. Prior to working at Newport, Ms. Snee spent
five years at Sit/Kim as an emerging markets analyst.



Ophelia Barsketis, a senior vice president of Colonial, has co-managed the
Global Equity Fund since March, 2000. Ms. Barsketis joined Stein Roe, an
affiliate of Colonial, 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, a senior vice president of Colonial and senior research
analyst for global and domestic equities and global economic forecasting for
Stein Roe, has co-managed the Global Equity Fund since March, 2000. Ms. Jansen
joined Stein Roe in 1987 and served as an associate economist and senior
economist before assuming her current responsibilities, which include managing
other Stein Roe and Colonial Funds. Ms. Jansen left Stein Roe in January, 1995
and returned to her position as a 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.







Colonial will use Newport's trading facilities when buying or selling foreign
securities for the Funds' portfolios. Newport executes all trades under its own
procedures.



Colonial's investment advisory business is managed together with the mutual
funds and institutional investment advisory businesses of its affiliate, Stein
Roe. Colonial is part of a larger business unit that includes several separate
legal entities known as Liberty Funds Group LLC (LFG). The LFG business unit and
Stein Roe are managed by a single management team. Stein Roe, Colonial and the
other LFG entities also share personnel, facilities and systems that may be used
in providing administrative or operational services to the Fund. Stein Roe and
Colonial are registered investment advisors. Colonial, the other entities that
make up LFG and Stein Roe are subsidiaries of Liberty Financial Companies, Inc.


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, 2000, Stein Roe managed over $20.5
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, a senior vice president of Stein Roe, has co-managed the
Global Utilities Fund since November, 1997.



Deborah A. Jansen, a senior vice president and senior research analyst for
global and domestic equities and global economic forecasting for Stein Roe, has
co-managed the Global Utilities Fund since November, 1997.



                                       34
<PAGE>


TRUST MANAGEMENT ORGANIZATIONS





Stein Roe will use Newport's trading facilities when buying or selling foreign
securities for the Fund's portfolio. Newport executes all trades under its own
procedures.



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, 2000, LAMCO managed over $1.8
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 portfolio management agreements
among the Trust, LAMCO and the Portfolio Managers. The management agreements
permit 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.


- -     Glen E. Bickerstaff, Managing Director - U.S. Equities of TCW Investment
      Management Company



A more complete description of each Portfolio Manager is included in the
Statement of Additional Information. 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, 2000, Newport managed over $1.4 billion 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.


                                       35
<PAGE>


TRUST MANAGEMENT ORGANIZATIONS


Thomas R. Tuttle and Lynda Couch, president and a managing director,
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.







CRABBE HUSON



Crabbe Huson, an investment advisor since 1980, is the Sub-Advisor of the Real
Estate Fund. Crabbe Huson's principal address is 121 S.W. Morrison, Suite 1400,
Portland, Oregon 97204. As of March 31, 2000, Crabbe Huson managed over $267
million in assets.



LASC, out of the management fees it receives from the Trust, pays Crabbe Huson a
sub-advisory fee at the annual rate of 0.80% of the average daily net assets of
the Real Estate Fund.







Michael B. Stokes has managed the Real Estate Fund since its inception in June,
1999. Mr. Stokes joined Crabbe Huson in August, 1996. Prior to joining Crabbe
Huson, he was a financial analyst for Salomon Brothers from July, 1994 to June,
1996.



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.


RULE 12B-1 PLAN



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



                                       36
<PAGE>


                     OTHER INVESTMENT STRATEGIES AND RISKS



The primary investment strategies of each Fund and the associated risks are
described above in each Fund's individual description. This section describes
other investments a Fund may make and the risks associated with them. In seeking
to achieve its goals, each Fund may invest in various types of securities and
engage in various investment techniques which are not the principal 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'
Statement of Additional Information, 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.






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
judgment 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, U.S. Growth & Income Fund, High Yield Fund,
International 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 structure risk that is present in a Fund
because of its investments in mortgage-backed securities and asset-backed
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 security. 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 do not pay interest in cash on a current basis, but instead accrue
interest over the life of the bond. As a result, these securities are issued at
a deep discount. The value of these securities may fluctuate more than similar
securities that pay interest periodically. Although these securities pay no
interest to holders prior to maturity, interest on these securities is reported
as income to the Fund and distributed to its shareholders.



                                       37
<PAGE>


OTHER INVESTMENT STRATEGIES AND RISKS



CONVERTIBLE SECURITIES



(U.S. Growth & Income Fund, High Yield Fund) Convertible securities are
preferred stocks or bonds that pay a fixed dividend or interest payment and are
convertible into common stocks at a specified price or conversion ratio. The
risk of investing in convertible securities is the value of the underlying
securities will fluctuate.




DERIVATIVE 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, commonly referred to as derivatives, involve the
use of financial instruments whose value depends on, or are derived from, the
value of an underlying security, index or currency. A Fund may use these
strategies to adjust the Fund's sensitivity to changes in interest rates or for
other hedging purposes (e.g., attempting to offset a potential loss in one
position by establishing an interest in an opposite position). Derivative
strategies involve the risk that they may exaggerate a loss, potentially losing
more money than the actual cost of the derivative, or limit a potential gain.
Also, with some derivative 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.








TEMPORARY DEFENSIVE STRATEGIES



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, a 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 goals.



                                       38
<PAGE>


                              FINANCIAL HIGHLIGHTS



The financial highlights tables 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 is included in the
Funds' financial statements which have been audited by PricewaterhouseCoopers
LLP, independent accountants, whose reports, along with the Funds' financial
statements, is included in the Funds' 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,
                                                          1999            1998            1997            1996           1995
<S>                                                    <C>             <C>             <C>              <C>            <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period ($)                 16.39           15.34           13.96           12.60          10.03
- -------------------------------------------------------------------------------------------------------------------------------
Net investment income (a)                                 0.17            0.20            0.28            0.28           0.29
- -------------------------------------------------------------------------------------------------------------------------------
Net realized and unrealized gains on
  investments                                             0.69            1.50            3.75            1.98           2.72
- -------------------------------------------------------------------------------------------------------------------------------
Total from investment operations                          0.86            1.70            4.03            2.26           3.01
- -------------------------------------------------------------------------------------------------------------------------------
Less distributions:
   Dividends from net investment income                  (0.15)          (0.18)          (0.27)          (0.28)         (0.25)
- -------------------------------------------------------------------------------------------------------------------------------
   In excess of net investment income                       --           (0.00)          (0.01)             --             --
- -------------------------------------------------------------------------------------------------------------------------------
   Dividends from net realized gains                     (3.85)          (0.47)          (2.37)          (0.62)         (0.19)
- -------------------------------------------------------------------------------------------------------------------------------
   In excess of net realized gains                       (0.07)          (0.00)             --              --             --
- -------------------------------------------------------------------------------------------------------------------------------
Total distributions                                      (4.07)          (0.65)          (2.65)          (0.90)         (0.44)
- -------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of year ($) ..                      13.18           16.39           15.34           13.96          12.60
- -------------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN:
  Total investment return (%) (b)                         5.55           11.13           28.97           17.89          30.03
- -------------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of year (000) ($)                      197,523         149,820         106,909          93,247         71,070
- -------------------------------------------------------------------------------------------------------------------------------
Ratio of expenses to average net assets (%) (c)           0.73            0.76            0.79            0.79           0.81
- -------------------------------------------------------------------------------------------------------------------------------
Ratio of net investment income to
   average net assets (%) (c)                             0.99            1.24            1.77            2.02           2.51
- -------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover ratio (%)                               172              28              60              24             79
</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.



                                       39
<PAGE>


FINANCIAL HIGHLIGHTS


STEIN ROE GLOBAL UTILITIES FUND, VARIABLE SERIES


<TABLE>
<CAPTION>
                                                                                   Years Ended December 31,
                                                             1999            1998           1997           1996           1995
<S>                                                        <C>              <C>            <C>            <C>            <C>
 PER SHARE OPERATING PERFORMANCE:
 Net asset value, beginning of year ($)                      13.76           11.92          10.70          10.50           8.11
- ---------------------------------------------------------------------------------------------------------------------------------
 Net investment income (a)                                    0.28            0.24           0.46           0.46           0.46
- ---------------------------------------------------------------------------------------------------------------------------------
 Net realized and unrealized gains (losses)
    on investments                                            3.63            1.93           2.62           0.23           2.39
- ---------------------------------------------------------------------------------------------------------------------------------
 Total from investment operations                             3.91            2.17           3.08           0.69           2.85
- ---------------------------------------------------------------------------------------------------------------------------------
 Less distributions:
    Dividends from net investment income                     (0.23)          (0.21)         (0.48)         (0.49)         (0.46)
- ---------------------------------------------------------------------------------------------------------------------------------
    In excess of net investment income                          --           (0.01)            --             --             --
- ---------------------------------------------------------------------------------------------------------------------------------
    Dividends from net realized gains on investments         (0.29)          (0.11)         (1.38)            --             --
- ---------------------------------------------------------------------------------------------------------------------------------
 Total distributions                                         (0.52)          (0.33)         (1.86)         (0.49)         (0.46)
- ---------------------------------------------------------------------------------------------------------------------------------
 Net asset value, end of year ($)                            17.15           13.76          11.92          10.70          10.50
- ---------------------------------------------------------------------------------------------------------------------------------
 TOTAL RETURN:
    Total investment return (%)(b)                           28.63           18.33          28.75           6.53          35.15
- ---------------------------------------------------------------------------------------------------------------------------------
 RATIOS/SUPPLEMENTAL DATA:
 Net assets, end of year (000) ($)                         110,150          71,186         54,603         47,907         51,597
- ---------------------------------------------------------------------------------------------------------------------------------
 Ratio of  expenses to average net  assets (%)(c)             0.77            0.82           0.83           0.81           0.83
- ---------------------------------------------------------------------------------------------------------------------------------
 Ratio of net investment income to
    average net assets (%)(c)                                 1.91            1.90           3.96           4.36           4.98
- ---------------------------------------------------------------------------------------------------------------------------------
 Portfolio turnover ratio (%)                                   52              53             89             14             18
</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.



                                       40
<PAGE>


FINANCIAL HIGHLIGHTS


COLONIAL SMALL CAP VALUE FUND, VARIABLE SERIES


<TABLE>
<CAPTION>
                                                      Year Ended      Period Ended
                                                      December 31,     December 31,
                                                          1999           1998***
<S>                                                   <C>              <C>
 PER SHARE OPERATING PERFORMANCE:
 Net asset value, beginning of period ($)                  8.59            10.00
- ------------------------------------------------------------------------------------
 Net investment income (a)                                 0.02             0.08
- ------------------------------------------------------------------------------------
 Net realized and unrealized gains
 (losses) on investments                                   0.52            (1.41)
- ------------------------------------------------------------------------------------
 Total from investment operations                          0.54            (1.33)
- ------------------------------------------------------------------------------------
 Less distributions:
    Dividends from net investment income                  (0.01)           (0.07)
- ------------------------------------------------------------------------------------
    In excess of net investment income                       --            (0.01)
- ------------------------------------------------------------------------------------
 Total distributions                                      (0.01)           (0.08)
- ------------------------------------------------------------------------------------
 Net asset value, end of year                              9.12             8.59
- ------------------------------------------------------------------------------------
 TOTAL RETURN
    Total investment return (%)(b)(c)                      6.34           (13.25)**
- ------------------------------------------------------------------------------------
 RATIOS/SUPPLEMENTAL DATA:
 Net assets, end of year (000) ($)                        3,817            1,782
- ------------------------------------------------------------------------------------
 Ratio of expenses to average net assets (%) (d)(e)        1.00             1.00*
- ------------------------------------------------------------------------------------
 Ratio of net investment income to
    average net assets (%) (d)                             0.23             1.41*
- ------------------------------------------------------------------------------------
 Portfolio turnover ratio (%)                                74               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)   Had the manager not waived or reimbursed a portion of expenses,
            total return would have been reduced.



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



      (e)   If the Fund had paid all of its expenses and there had been no
            reimbursement from the Manager, these ratios would have been 3.66%
            and 4.32% (annualized), respectively.



                                       41
<PAGE>


FINANCIAL HIGHLIGHTS



COLONIAL U.S. GROWTH & INCOME FUND, VARIABLE SERIES



<TABLE>
<CAPTION>
                                                                                 Years Ended December 31,
                                                           1999            1998            1997           1996           1995
<S>                                                     <C>             <C>              <C>            <C>            <C>
 PER SHARE OPERATING PERFORMANCE:
 Net asset value, beginning of year ($)                   18.79           16.29           14.22          12.36          10.27
- --------------------------------------------------------------------------------------------------------------------------------
 Net investment income (a)                                 0.14            0.16            0.20           0.19           0.21
- --------------------------------------------------------------------------------------------------------------------------------
 Net realized and unrealized gains on investments          2.07            3.12            4.37           2.52           2.84
- --------------------------------------------------------------------------------------------------------------------------------
 Total from investment operations                          2.21            3.28            4.57           2.71           3.05
- --------------------------------------------------------------------------------------------------------------------------------
 Less distributions:
    Dividends from net investment income                  (0.11)          (0.12)          (0.18)         (0.17)         (0.16)
- --------------------------------------------------------------------------------------------------------------------------------
    In excess of net investment income                       --              --           (0.01)            --             --
- --------------------------------------------------------------------------------------------------------------------------------
    Dividends from net realized gains on
     investments                                          (1.04)          (0.64)          (2.30)         (0.68)         (0.80)
- --------------------------------------------------------------------------------------------------------------------------------
    In excess of net realized gains                          --           (0.02)          (0.01)            --             --
- --------------------------------------------------------------------------------------------------------------------------------
 Total distributions                                      (1.15)          (0.78)          (2.50)         (0.85)         (0.96)
- --------------------------------------------------------------------------------------------------------------------------------
 Net asset value, end of year ($)                         19.85           18.79           16.29          14.22          12.36
- --------------------------------------------------------------------------------------------------------------------------------
 TOTAL RETURN:
    Total investment return (%) (b)                       12.00           20.15           32.23          21.84          29.70(c)
- --------------------------------------------------------------------------------------------------------------------------------
 RATIOS/SUPPLEMENTAL DATA:
 Net assets, end of period (000) ($)                    212,355         146,239          96,715         60,855         43,017
- --------------------------------------------------------------------------------------------------------------------------------
 Ratio of expenses to average net assets (%) (d)           0.88            0.90            0.94           0.95           1.00(e)
- --------------------------------------------------------------------------------------------------------------------------------
 Ratio of net investment income to
    average net assets (%) (d)                             0.69            0.88            1.19           1.39           1.72(c)
- --------------------------------------------------------------------------------------------------------------------------------
 Portfolio turnover ratio (%)                               101              64              63             77            115
</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)   Computed giving effect to Manager's expense limitation undertaking.


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



(e)   If the Fund had paid all of its expenses and there had been no
      reimbursement from the Manager, this ratio would have been 1.07%.



                                       42
<PAGE>


FINANCIAL HIGHLIGHTS


COLONIAL STRATEGIC INCOME FUND, VARIABLE SERIES


<TABLE>
<CAPTION>
                                                                            Years Ended December 31,
                                                      1999            1998            1997              1996              1995
<S>                                                 <C>             <C>              <C>               <C>               <C>
 PER SHARE OPERATING PERFORMANCE:
 Net asset value, beginning of year ($)               11.08           11.15           11.04             10.99              9.79
- ----------------------------------------------------------------------------------------------------------------------------------
 Net investment income (a)                             0.95            0.91            0.90              0.92              0.55
- ----------------------------------------------------------------------------------------------------------------------------------
 Net realized and unrealized gains (losses)
  on investments and foreign currency transactions    (0.75)          (0.24)           0.11              0.16              1.24
- ----------------------------------------------------------------------------------------------------------------------------------
 Total from investment operations                      0.20            0.67            1.01              1.08              1.79
- ----------------------------------------------------------------------------------------------------------------------------------
 Less distributions:
    Dividends from net investment income              (0.84)          (0.72)          (0.79)            (0.96)            (0.56)
- ----------------------------------------------------------------------------------------------------------------------------------
    In excess of net investment income                   --           (0.02)          (0.05)               --                --
- ----------------------------------------------------------------------------------------------------------------------------------
    Dividends from net realized gains                    --              --           (0.05)            (0.07)            (0.03)
- ----------------------------------------------------------------------------------------------------------------------------------
    In excess of net realized gains                      --              --           (0.01)               --                --
- ----------------------------------------------------------------------------------------------------------------------------------
 Total distributions                                  (0.84)          (0.74)          (0.90)            (1.03)            (0.59)
- ----------------------------------------------------------------------------------------------------------------------------------
 Net asset value, end of year ($)                     10.44           11.08           11.15             11.04             10.99
- ----------------------------------------------------------------------------------------------------------------------------------
 TOTAL RETURN:
     Total investment return (%) (b)                   1.78            6.03            9.11(c)           9.83(c)          18.30(c)
- ----------------------------------------------------------------------------------------------------------------------------------
 RATIOS/SUPPLEMENTAL DATA:

 Net assets, end of year (000) ($)                  170,702         118,985          73,175            53,393            48,334
- ----------------------------------------------------------------------------------------------------------------------------------
 Ratio of expenses to average net assets (%) (e)       0.75            0.78            0.80(d)           0.80(d)           0.84(d)
- ----------------------------------------------------------------------------------------------------------------------------------
 Ratio of net investment income to
    average net assets (%) (e)                         8.57            7.92            7.86(c)           8.13(c)           8.08(c)
- ----------------------------------------------------------------------------------------------------------------------------------
 Portfolio turnover ratio (%)                            35              50              94               114               281
</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)   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%
      and 0.94%, respectively.



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



                                       43
<PAGE>


FINANCIAL HIGHLIGHTS


COLONIAL HIGH YIELD SECURITIES FUND, VARIABLE SERIES


<TABLE>
<CAPTION>
                                                                 Year Ended         Period Ended
                                                                 December 31,       December 31,
                                                                     1999               1998***
 PER SHARE OPERATING PERFORMANCE:
<S>                                                              <C>                 <C>
 Net asset value, beginning of year ($)                              9.31                10.00
- --------------------------------------------------------------------------------------------------
 Net investment income (a)                                           0.88                 0.48
- --------------------------------------------------------------------------------------------------
 Net realized and unrealized losses                                 (0.72)               (0.74)
- --------------------------------------------------------------------------------------------------
 Total from investment operations                                    0.16                (0.26)
- --------------------------------------------------------------------------------------------------
 Less distributions:
    Dividends from net investment income                            (0.62)               (0.43)
- --------------------------------------------------------------------------------------------------
    In excess of net investment income                                 --                (0.00)
- --------------------------------------------------------------------------------------------------
 Total distributions                                                (0.62)               (0.43)
- --------------------------------------------------------------------------------------------------
 Net asset value, end of year ($)                                    8.85                 9.31
- --------------------------------------------------------------------------------------------------
 TOTAL RETURN:
    Total investment return (%) (b)(c)                               1.65                (2.57)**
- --------------------------------------------------------------------------------------------------
 RATIOS/SUPPLEMENTAL DATA:
 Net assets, end of year (000) ($)                                 15,358                5,915
- --------------------------------------------------------------------------------------------------
 Ratio of expenses to average net assets (%) (d)(e)                  0.80                 0.80*
- --------------------------------------------------------------------------------------------------
 Ratio of net investment income to average net assets (%)
 (c)(d)                                                              9.36                 7.93*
- --------------------------------------------------------------------------------------------------
 Portfolio turnover ratio (%)                                          16                   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)   The benefits derived from custody credits and directed brokerage
      arrangements had no impact.



(e)   If the Fund had paid all of its expenses and there had been no
      reimbursement from the Manager, these ratios would have been 1.28% and
      1.84% (annualized), respectively.



                                       44
<PAGE>


FINANCIAL HIGHLIGHTS


LIBERTY ALL-STAR EQUITY FUND, VARIABLE SERIES


<TABLE>
<CAPTION>
                                                               Year Ended December 31,         Period Ended
                                                                                                  December
                                                                                                     31,
                                                                1999              1998              1997***
<S>                                                          <C>               <C>             <C>
 PER SHARE OPERATING PERFORMANCE:
 Net asset value, beginning of year ($)                        11.90             10.07                10.00
- ----------------------------------------------------------------------------------------------------------------
 Net investment income (a)                                      0.06              0.06                 0.01
- ----------------------------------------------------------------------------------------------------------------
 Net realized and unrealized gains on investments               0.94              1.82                 0.07
- ----------------------------------------------------------------------------------------------------------------
 Total from investment operations                               1.00              1.88                 0.08
- ----------------------------------------------------------------------------------------------------------------
 Less distributions:
    Dividends from net investment income                       (0.05)            (0.05)               (0.01)
- ----------------------------------------------------------------------------------------------------------------
    Dividends form net realized gains on investments           (0.38)               --                   --
- ----------------------------------------------------------------------------------------------------------------
 Total distributions                                           (0.43)            (0.05)               (0.01)
- ----------------------------------------------------------------------------------------------------------------
 Net asset value, end of year ($)                              12.47             11.90                10.07
- ----------------------------------------------------------------------------------------------------------------
 TOTAL RETURN:
    Total investment return (%)(b)                              8.47             18.67(c)              0.80**(c)
- ----------------------------------------------------------------------------------------------------------------
 RATIOS/SUPPLEMENTAL DATA:
 Net assets, end of year (000) ($)                            80,095            44,870               22,228
- ----------------------------------------------------------------------------------------------------------------
 Ratio of expenses to average net assets (%) (d)                0.95              1.00(e)              1.00*(e)
- ----------------------------------------------------------------------------------------------------------------
 Ratio of net investment income to
    average net assets (%) (d)                                  0.47              0.54(c)              0.83*(c)
- ----------------------------------------------------------------------------------------------------------------
 Portfolio turnover ratio (%)                                     75                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)   The benefits derived from custody credits and directed brokerage
            arrangements had no impact.



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



                                       45
<PAGE>


FINANCIAL HIGHLIGHTS



COLONIAL INTERNATIONAL FUND FOR GROWTH, VARIABLE SERIES



<TABLE>
<CAPTION>
                                                                                Years Ended December 31,
                                                          1999            1998            1997            1996            1995
<S>                                                     <C>             <C>             <C>             <C>             <C>
  PER SHARE OPERATING PERFORMANCE:
  Net asset value, beginning of year ($)                  2.00            1.78            1.96            1.97            1.88
- ----------------------------------------------------------------------------------------------------------------------------------
  Net investment income (a)                               0.03            0.02            0.02            0.02            0.01
- ----------------------------------------------------------------------------------------------------------------------------------
  Net realized and unrealized gains (losses) on
     investments                                          0.78            0.21           (0.08)           0.09            0.10
- ----------------------------------------------------------------------------------------------------------------------------------
  Total from investment operations                        0.81            0.23           (0.06)           0.11            0.11
- ----------------------------------------------------------------------------------------------------------------------------------
  Less distributions:
     Dividends from net investment income                (0.02)          (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                                    (0.02)          (0.01)          (0.12)          (0.12)          (0.02)
- ----------------------------------------------------------------------------------------------------------------------------------
  Net asset value, end of year ($)                        2.79            2.00            1.78            1.96            1.97
- ----------------------------------------------------------------------------------------------------------------------------------
  TOTAL RETURN:
     Total investment return (%) (b)                     40.58           12.96           (3.27)           5.61            5.85
- ----------------------------------------------------------------------------------------------------------------------------------
  RATIOS/SUPPLEMENTAL DATA:
  Net assets, end of period (000) ($)                   82,071          52,468          30,600          26,593          22,764
- ----------------------------------------------------------------------------------------------------------------------------------
  Ratio of expenses to average net assets (%) (c)         1.10            1.24            1.34            1.40            1.40
- ----------------------------------------------------------------------------------------------------------------------------------
  Ratio of net investment income to
     average net assets (%) (c)                           1.14            0.77            0.82            0.84            0.75
- ----------------------------------------------------------------------------------------------------------------------------------
  Portfolio turnover ratio (%)                              35              28              28             115              40
</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.



                                       46
<PAGE>


FINANCIAL HIGHLIGHTS


NEWPORT TIGER FUND, VARIABLE SERIES


<TABLE>
<CAPTION>
                                                                               Years Ended December 31,              Period Ended
                                                                                                                      December 31,
                                                                    1999         1998        1997         1996           1995***
<S>                                                               <C>          <C>         <C>          <C>          <C>
  PER SHARE OPERATING PERFORMANCE:
  Net asset value, beginning of year ($)                            1.57         1.71        2.52         2.28             2.00
- ----------------------------------------------------------------------------------------------------------------------------------
  Net investment income (a)                                         0.03         0.03        0.03         0.03             0.01
- ----------------------------------------------------------------------------------------------------------------------------------
  Net realized and unrealized gains (losses) on investments         1.04        (0.14)      (0.81)        0.24             0.29
- ----------------------------------------------------------------------------------------------------------------------------------
  Total from investment operations                                  1.07        (0.11)      (0.78)        0.27             0.30
- ----------------------------------------------------------------------------------------------------------------------------------
  Less distributions:
     Distributions from net investment income                      (0.02)       (0.03)      (0.02)       (0.02)           (0.01)
- ----------------------------------------------------------------------------------------------------------------------------------
     In excess of net investment income                               --           --       (0.01)          --            (0.01)
- ----------------------------------------------------------------------------------------------------------------------------------
  Total distributions                                              (0.02)       (0.03)      (0.03)       (0.03)           (0.02)
- ----------------------------------------------------------------------------------------------------------------------------------
  Net asset value, end of year ($)                                  2.62         1.57        1.71         2.52             2.28
- ----------------------------------------------------------------------------------------------------------------------------------
  TOTAL RETURN:
     Total investment return (%)(b)                                68.01        (6.43)     (31.14)       11.73            15.00**
- ----------------------------------------------------------------------------------------------------------------------------------
  RATIOS/SUPPLEMENTAL DATA:
  Net assets, end of year (000) ($)                               46,125       23,655      24,934       34,642           18,977
- ----------------------------------------------------------------------------------------------------------------------------------
  Ratio of expenses to average net assets (%)(c)                    1.21         1.30        1.25         1.27             1.75*
- ----------------------------------------------------------------------------------------------------------------------------------
  Ratio of net investment income to average net assets (%)(c)       1.65         2.16        1.14         1.20             0.89*
- ----------------------------------------------------------------------------------------------------------------------------------
  Portfolio turnover ratio (%)                                        12           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.



                                       47
<PAGE>


FINANCIAL HIGHLIGHTS


COLONIAL INTERNATIONAL HORIZONS FUND, VARIABLE SERIES



<TABLE>
<CAPTION>
                                                             Period Ended
                                                             December 31,
                                                               1999***
<S>                                                         <C>
  PER SHARE OPERATING PERFORMANCE:
  Net asset value, beginning of period ($)                      10.00
- ---------------------------------------------------------------------------
  Net investment income (a)                                      0.06
- ---------------------------------------------------------------------------
  Net realized and unrealized gain on investments and
  foreign currency transactions                                  2.36
- ---------------------------------------------------------------------------
  Total from investment operations                               2.42
- ---------------------------------------------------------------------------
  Less distributions:
     Dividends from net investment income                       (0.05)
- ---------------------------------------------------------------------------
     In excess of net investment income                         (0.06)
- ---------------------------------------------------------------------------
  Total distributions                                           (0.11)
- ---------------------------------------------------------------------------
  Net asset value, end of period ($)                            12.31
- ---------------------------------------------------------------------------
  TOTAL RETURN
     Total investment return (%)(b)(c)                          24.24**
- ---------------------------------------------------------------------------
  RATIOS/SUPPLEMENTAL DATA:
  Net assets, end of period (000) ($)                           7,707
- ---------------------------------------------------------------------------
  Ratio of expenses to average net assets (%) (d)(e)             1.40*
- ---------------------------------------------------------------------------
  Ratio of net investment income to
     average net assets (%) (d)                                  0.85*
- ---------------------------------------------------------------------------
  Portfolio turnover ratio (%)                                      1**
</TABLE>





*     Annualized.



**    Not Annualized.



***   For the period from the commencement of operations June 1, 1999 to
      December 31, 1999.



(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)   Had the Manager not waived or reimbursed a portion of expenses, total
      return would have been reduced.



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



(e)   If the Fund had paid all of its expenses and there had been no
      reimbursement from the Manager, this ratio would have been 2.36%
      (annualized).



                                       48
<PAGE>


FINANCIAL HIGHLIGHTS



COLONIAL GLOBAL EQUITY FUND, VARIABLE SERIES



<TABLE>
<CAPTION>
                                                           Period Ended
                                                           December 31,
                                                              1999***
<S>                                                        <C>
  PER SHARE OPERATING PERFORMANCE:
  Net asset value, beginning of period ($)                     10.00
- ---------------------------------------------------------------------------
  Net investment income (a)                                     0.04
- ---------------------------------------------------------------------------
  Net realized and unrealized losses on investments             1.22
- ---------------------------------------------------------------------------
  Total from investment operations                              1.26
- ---------------------------------------------------------------------------
  Less distributions:
     Dividends from net investment income                      (0.05)
- ---------------------------------------------------------------------------
  Total distributions                                          (0.05)
- ---------------------------------------------------------------------------
  Net asset value, end of period ($)                           11.21
- ---------------------------------------------------------------------------
  TOTAL RETURN
     Total investment return (%)(b)(c)                         12.57**
- ---------------------------------------------------------------------------
  RATIOS/SUPPLEMENTAL DATA:
  Net assets, end of period (000) ($)                          7,284
- ---------------------------------------------------------------------------
  Ratio of expenses to average net assets (%) (d)(e)            1.40*
- ---------------------------------------------------------------------------
  Ratio of net investment income to                             0.55*
     average net assets (%) (d)
- ---------------------------------------------------------------------------
  Portfolio turnover ratio (%)                                     1**
</TABLE>




*     Annualized.



**    Not Annualized.



***   For the period from the commencement of operations June 1, 1999 to
      December 31, 1999.



(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)   Had the Manager not waived or reimbursed a portion of expenses, total
      return would have been reduced.



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



(e)   If the Fund had paid all of its expenses and there had been no
      reimbursement from the Manager, this ratio would have been 2.23%
      (annualized).



                                       49
<PAGE>


FINANCIAL HIGHLIGHTS



CRABBE HUSON REAL ESTATE INVESTMENT FUND, VARIABLE SERIES



<TABLE>
<CAPTION>
                                                            Period Ended
                                                            December 31,
                                                              1999***
<S>                                                        <C>
  PER SHARE OPERATING PERFORMANCE:
  Net asset value, beginning of period ($)                     10.00
- ---------------------------------------------------------------------------
  Net investment income (a)                                     0.31
- ---------------------------------------------------------------------------
  Net realized and unrealized losses on investments            (1.70)
- ---------------------------------------------------------------------------
  Total from investment operations                             (1.39)
- ---------------------------------------------------------------------------
  Less distributions:
     Dividends from net investment income                      (0.22)
- ---------------------------------------------------------------------------
     Return of capital                                         (0.05)
- ---------------------------------------------------------------------------
  Total distributions                                          (0.27)
- ---------------------------------------------------------------------------
  Net asset value, end of period ($)                            8.34
- ---------------------------------------------------------------------------
  TOTAL RETURN
     Total investment return (%)(b)(c)                        (13.80)**
- ---------------------------------------------------------------------------
  RATIOS/SUPPLEMENTAL DATA:
  Net assets, end of period (000) ($)                          2,180
- ---------------------------------------------------------------------------
  Ratio of expenses to average net assets (%) (d)(e)            1.45*
- ---------------------------------------------------------------------------
  Ratio of net investment income to
     average net assets (%) (d)                                 5.90*
- ---------------------------------------------------------------------------
  Portfolio turnover ratio (%)                                    57**
</TABLE>




*     Annualized.



**    Not Annualized.



***   For the period from the commencement of operations June 1, 1999 to
      December 31, 1999.



(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)   Had the Manager not waived or reimbursed a portion of expenses, total
      return would have been reduced.



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



(e)   If the Fund had paid all of its expenses and there had been no
      reimbursement from the Manager, this ratio would have been 4.25%
      (annualized).




                                       50
<PAGE>


                             SHAREHOLDER INFORMATION



PURCHASES AND REDEMPTIONS The Participating Insurance Companies place daily
orders to purchase and redeem shares of the Funds. These orders generally
reflect the net effect of instructions they receive from holders of their VA
contracts and VLI policies and certain other terms of those contracts and
policies. The Trust issues and redeems shares at net asset value (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 FUNDS CALCULATE NET ASSET VALUE 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 therefore the NAV of a Fund's shares may change on days when
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.


                                       51
<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 Statement of Additional Information for more
information on the Funds and the securities in which they invest. The Statement
of Additional Information 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 Statement of Additional Information,
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 Edgar database on the Securities and Exchange Commission internet site 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
electronic request at the e-mail address [email protected] or by writing the:



Public Reference Room
Securities and Exchange Commission
Washington, DC 20549-0102



Information on the operation of the Public Reference Room may be obtained by
calling 1-202-942-8090.


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. Growth & Income Fund, Variable Series
Colonial Strategic Income Fund, Variable Series
Colonial High Yield Securities Fund, Variable Series
Liberty All-Star Equity Fund, Variable Series
Colonial International Fund for Growth, Variable Series
Newport Tiger Fund, Variable Series
Colonial International Horizons Fund, Variable Series
Colonial Global Equity Fund, Variable Series
Crabbe Huson Real Estate Investment Fund, Variable Series



<PAGE>


                        LIBERTY VARIABLE INVESTMENT TRUST


 PROSPECTUS DATED MAY 1, 2000


Colonial Growth and Income Fund, Variable Series

Stein Roe Global Utilities Fund, Variable Series

Colonial U.S. Growth & Income 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 are available only through variable annuity contracts and variable
life insurance policies of participating insurance companies.

                                     * * * *

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

                                     * * * *

Although trust shares have been registered with the Securities and Exchange
Commission, the Commission has not approved or disapproved 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. Growth & Income 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

The Trustees...........................................................   20
Investment Advisor:  Liberty Advisory Services Corp....................   20
Investment Sub-Advisors and Portfolio Managers.........................   20

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

U.S. Government Securities.............................................   23
Structure Risk.........................................................   23
Zero Coupon Bonds......................................................   23
Convertible Securities.................................................   23
Derivative Strategies..................................................   24
Temporary Defensive Strategies.........................................   24

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

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

Purchases and Redemptions..............................................   32
How the Funds Calculate Net Asset Value................................   32
Dividends and Distributions............................................   32
Tax Consequences.......................................................   32
</TABLE>


                                       2

<PAGE>
                                    THE TRUST

Liberty Variable Investment Trust (Trust) includes twelve separate mutual funds
(Funds), each with its own investment goals 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
an investment sub-advisor (Sub-Advisor) for each Fund, and all of the
Sub-Advisors are affiliates of LASC. Each Fund has 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 International Fund for Growth, Variable Series (International Fund)            (Colonial)
Colonial U.S. Growth & Income Fund, Variable Series (U.S. Growth & Income
              Fund) (formerly Colonial U.S. Stock Fund, Variable Series)
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 underwriter of
the Funds is Liberty Funds Distributor, Inc. (LFD). LFD is an affiliate 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. 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;

         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 judgment subjectively, based upon available information.

Additional strategies that are not primary investment strategies and the risks
associated with them are described below under "Other Investment Strategies and
Risks."


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 prevent the Fund from achieving its goals. It is possible to lose money by
investing in the Fund.

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

Value stocks are securities of companies that 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 not approach the value Colonial
has placed on it.

Foreign securities are subject to special risks. Foreign stock markets can be
extremely volatile. Fluctuations in currency exchange rates may impact the value
of foreign securities without a change in the intrinsic value of those
securities. 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. 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 calendar year total returns. The performance table
following the bar chart shows how the Fund's average annual returns compare with
those of a broad measure of market performance for 1 year, 5 years and the life
of the Fund. The Fund's return is compared 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. 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 indices. The Fund's return is also compared to the average
return of the funds included in the Lipper Growth & Income - Annuities Funds
category average (Lipper Average). This Lipper Average, which is calculated by
Lipper, Inc., is composed of funds with similar investment objectives to the
Fund. Sales charges are not reflected in the Lipper Average. 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. Performance results include the effect of expense
reduction arrangements, if any. As with all mutual funds, past performance does
not predict the Fund's future performance. 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>

<S>                               <C>
1994                               -0.76%
1995                               30.03%
1996                               17.89%
1997                               28.97%
1998                               11.13%
1999                                5.55%
</TABLE>


The Fund's year-to-date total return through March 31, 2000 was -1.59%%.

For period shown in bar chart:

Best quarter:  4th quarter 1998, +16.92%

Worst quarter: 3rd quarter 1998, -13.57%

AVERAGE ANNUAL TOTAL RETURNS - FOR PERIODS ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>

                            INCEPTION                                  LIFE OF THE
                              DATE          1 YEAR        5 YEARS         FUND
<S>                         <C>            <C>           <C>           <C>
Fund (%)                     7/1/93           5.55         18.32          14.52
S&P Index (%)                  N/A           21.03         28.54          22.46(1)
Lipper Average (%)             N/A           14.63         21.86          17.74(1)
</TABLE>


(1) Performance information is from June 30, 1993.


                                       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).

Additional strategies that are not primary investment strategies and the risks
associated with them are described below under "Other Investment Strategies and
Risks."


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 prevent the Fund from achieving its goals. It is possible to lose money by
investing in the Fund.

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

Utility company securities are subject to special risks. These securities are
especially affected by changes in interest rates, as well as by general
competitive and market forces in the industry. As interest rates increase, the
value of securities of utility companies tends to decrease, and vice versa. 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.

Foreign securities are subject to special risks. Foreign stock markets can be
extremely volatile. Fluctuations in currency exchange rates may impact the value
of foreign securities without a change in the intrinsic value of those
securities. 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. 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 calendar year total returns. The performance table
following the bar chart shows how the Fund's average annual returns compare with
those of a broad measure of market performance for 1 year, 5 years and the life
of the Fund. The Fund's return is compared to the Standard & Poor's Utilities
Index (S&P Index), an unmanaged index that tracks the performance of domestic
utility stocks, and the Morgan Stanley Capital International World Index ND
(MSCI Index), 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
indices. The Fund's return is also compared to the average return of the funds
included in the Lipper Utilities Annuities Funds category average (Lipper
Average). This Lipper Average, which is calculated by Lipper, Inc., is composed
of funds with similar investment objectives to the Fund. Sales charges are not
reflected in the Lipper Average. 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. Performance results include the effect of expense reduction
arrangements, if any. As with all mutual funds, past performance does not
predict the Fund's future performance. 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>
<S>                <C>
1994                -10.27%
1995                 35.15%
1996                  6.53%
1997                 28.75%
1998                 18.33%
1999                 28.63%
</TABLE>

The Fund's year-to-date total return through March 31, 2000 was +8.05%.

For period shown in bar chart:

Best quarter:  4th quarter 1999, +24.73%

Worst quarter: 1st quarter 1994, -8.91%

AVERAGE ANNUAL TOTAL RETURNS - FOR PERIODS ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
                              INCEPTION                                  LIFE OF THE
                                DATE          1 YEAR        5 YEARS         FUND
<S>                           <C>           <C>           <C>            <C>
Fund (%)                       7/1/93          28.63         23.06          15.04

MSCI Index (%)                   N/A           24.93         19.76          16.86(2)

S&P Index (%)                    N/A           -8.88         13.66           9.11(2)

Lipper Average (%)               N/A           15.40         19.64          12.14(2)
</TABLE>

(2) Performance information is from June 30, 1993.

                                       7

<PAGE>
               COLONIAL U.S. GROWTH & INCOME FUND, VARIABLE SERIES


INVESTMENT GOALS

The Fund seeks long-term growth and income.


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. Up to 10% of the Fund's assets may be
invested in debt securities.

In selecting debt securities for the Fund, Colonial may invest in:

         -        debt securities that are convertible into common stock;

         -        corporate debt securities rated investment-grade by at least
                  two nationally recognized rating organizations (investment
                  grade stocks have a rating of BBB or higher by Standard &
                  Poor's Ratings Services or Baa or higher by Moody's Investors
                  Service, Inc.); and

         -        debt securities issued or guaranteed by the U.S. government.

In managing the Fund, Colonial uses a value investing strategy that focuses on
buying stocks cheaply when they are undervalued 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.

Additional strategies that are not primary investment strategies and the risks
associated with them are described below under "Other Investment Strategies and
Risks."


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 prevent the Fund from achieving its goals. It is possible to lose money by
investing in the Fund.

Market risk is the risk that the price of a security held by the Fund will fall
due to changing market, economic or political conditions. Market risk includes
interest rate risk.

Because the Fund may invest in debt securities issued by private entities,
including corporate bonds and privately issued mortgage-backed and asset-backed
securities, the Fund is subject to issuer risk. Issuer risk is the possibility
that changes in the financial condition of the issuer of a security, changes in
general economic conditions, or changes in economic conditions that affect the
issuer may impact its willingness or ability to make timely payments of interest
or principal. This could result in a decrease in the price of the security and
in some cases a decrease in income.

Interest rate risk is the risk of a change 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.

Value stocks are securities of companies that 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 not approach the value Colonial
has placed on it.


                                       8

<PAGE>
THE FUNDS Colonial U.s. Growth & 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 calendar year total returns. The performance table
following the bar chart shows how the Fund's average annual returns compare with
those of a broad measure of market performance for 1 year, 5 years and the life
of the Fund. The Fund's return is compared 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. 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 indices. The Fund's return is also compared to the average
return of the funds included in the Lipper Growth & Income - Annuities Funds
category average (Lipper Average). This Lipper Average, which is calculated by
Lipper, Inc., is composed of funds with similar investment objectives to the
Fund. Sales charges are not reflected in the Lipper Average. 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. Performance results include the effect of expense
reduction arrangements, if any. If these arrangements were not in place, then
the performance results would have been lower. Any expense reduction
arrangements may be discontinued at any time. As with all mutual funds, past
performance does not predict the Fund's future performance. 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>
<S>                      <C>
1995                     29.70%
1996                     21.84%
1997                     32.23%
1998                     20.15%
1999                     12.00%
</TABLE>

The Fund's year-to-date total return through March 31, 2000 was +0.40%.

For period shown in bar chart:

Best quarter:  4th quarter 1998, +21.79%

Worst quarter: 3rd quarter 1998, -14.16%

AVERAGE ANNUAL TOTAL RETURNS - FOR PERIODS ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>

                           INCEPTION                                 LIFE OF THE
                             DATE          1 YEAR       5 YEARS         FUND
<S>                       <C>             <C>          <C>            <C>
Fund (%)                    7/5/94          12.00        22.97          21.64
S&P Index (%)                 N/A           21.03        28.54          26.73(3)
Lipper Average (%)            N/A           14.63        21.86          20.42(3)
</TABLE>

(3) Performance information is from June 30, 1994.


                                       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 goals 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 goals 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 Ratings Services;

         -        Baa through D by Moody's Investors Service, 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.

Additional strategies that are not primary investment strategies and the risks
associated with them are described below under "Other Investment Strategies and
Risks."


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 prevent the Fund from achieving its goals. It is possible to lose money by
investing in the Fund.

Market risk is the risk that the price of a security held by the Fund will fall
due to changing market, economic or political conditions. Market risk includes
interest rate risk.

Interest rate risk is the risk of a change 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 debt securities issued by private entities,
including corporate bonds and privately issued mortgage-backed and asset-backed
securities, the Fund is subject to issuer risk. Issuer risk is the possibility
that changes in the financial condition of the issuer of a security, changes in
general economic conditions, or changes in economic conditions that affect the
issuer may impact its willingness or ability to make timely payments of interest
or principal. This could result in a decrease in the price of the security and
in some cases a decrease in income.


                                       10

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

Foreign securities are subject to special risks. Foreign markets can be
extremely volatile. Fluctuations in currency exchange rates may impact the value
of foreign securities without a change in the intrinsic value of those
securities. 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. 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 subject to additional risk. The risks of foreign
investments are typically increased in less developed 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.

Lower-rated debt securities involve greater risk of loss due to credit
deterioration and are less liquid, especially during periods of economic
uncertainty or change, than higher quality debt securities. Lower-rated debt
securities have the added risk that the issuer of the security may default and
not make payment of interest or principal.


                                       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 calendar year total returns. The performance table
following the bar chart shows how the Fund's average annual returns compare with
those of a broad measure of market performance for 1 year, 5 years and the life
of the Fund. The Fund's return is compared 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. 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 indices. The Fund's return is also compared to
the average return of the funds included in the Lipper General Bonds - Annuities
Funds category average (Lipper Average). This Lipper Average, which is
calculated by Lipper, Inc., is composed of funds with similar investment
objectives to the Fund. Sales charges are not reflected in the Lipper Average.
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. Performance results include the
effect of expense reduction arrangements, if any. If these arrangements were not
in place, then the performance results would have been lower. Any expense
reduction arrangements may be discontinued at any time. As with all mutual
funds, past performance does not predict the Fund's future performance. 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>
<S>                      <C>
1995                     18.30%
1996                      9.83%
1997                      9.11%
1998                      6.03%
1999                      1.78%
</TABLE>

The Fund's year-to-date total return through March 31, 2000 was -0.10%.

For period shown in bar chart:

Best quarter:  1st quarter 1995, +5.62%

Worst quarter: 1st quarter 1997, -1.00%

AVERAGE ANNUAL TOTAL RETURNS - FOR PERIODS ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>
                                             INCEPTION       1 YEAR       5 YEARS      LIFE OF THE
                                               DATE                                       FUND

<S>                                          <C>             <C>           <C>           <C>
Fund (%)                                      7/5/94          1.78          8.88          8.26
Lehman Index (%)                                N/A          (2.15)         7.61          7.06(4)
Lipper Average (%)                              N/A           0.76          7.84          7.03(4)
</TABLE>

(4) Performance information is from June 30, 1994.


                                       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 as follows:

         -        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.

         -        TCW Investment Management Company incorporates secular growth
                  trends and uses a "bottom-up" approach by investing in
                  primarily large-cap companies that have distinct business
                  model advantages.

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 and Liberty
All-Star Growth & Income Fund, a multi-managed open-ended fund. These funds have
the same investment objective and investment program as the Fund, and currently
have the same Portfolio Managers. LAMCO expects that these 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.

Additional strategies that are not primary investment strategies and the risks
associated with them are described below under "Other Investment Strategies and
Risks."


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 prevent the Fund from achieving its goals. It is possible to lose money by
investing in the Fund.

Market risk is the risk that the price of a security held by the Fund will fall
due to changing market, economic or political conditions. Market risk includes
interest rate risk.

Interest rate risk is the risk of a change 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.

Value stocks are securities of companies that 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 the Portfolio Managers' assessment of a
company's prospects is wrong, the price of its stock may not approach the value
the Portfolio Managers have placed on it.


                                       14

<PAGE>
THE FUNDS  Liberty All-Star Equity 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 calendar year total returns. The performance table
following the bar chart shows how the Fund's average annual returns compare with
those of a broad measure of market performance for 1 year and the life of the
Fund. The Fund's return is compared to the Russell 3000 Index (Russell Index), a
capitalization weighted total return index which is comprised of 3000 of the
largest capitalized U.S. domiciled companies whose common stock is traded in the
United States on the New York Stock Exchange, American Stock Exchange and
NASDAQ. 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 indices. The Fund's return is also compared to the average return of
the funds included in the Lipper Growth & Income - Annuities Funds category
average (Lipper Average). This Lipper Average, which is calculated by Lipper,
Inc., is composed of funds with similar investment objectives to the Fund. Sales
charges are not reflected in the Lipper Average. 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. Performance results include the effect of expense
reduction arrangements, if any. If these arrangements were not in place, then
the performance results would have been lower. Any expense reduction
arrangements may be discontinued at any time. As with all mutual funds, past
performance does not predict the Fund's future performance. 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>
<S>                      <C>
1998                     18.67%
1999                      8.47%
</TABLE>

The Fund's year-to-date total return through March 31, 2000 was +5.21%.

For the period shown in bar chart:

Best quarter:  4th quarter 1998, +18.67%

Worst quarter: 3rd quarter 1998, -12.05%

AVERAGE ANNUAL TOTAL RETURNS - FOR PERIODS ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>

                        INCEPTION       1 YEAR       LIFE OF THE
                          DATE                          FUND
<S>                    <C>             <C>           <C>
Fund (%)                11/17/97          8.47          13.05
Russell Index (%)          N/A           20.90          23.85(5)
Lipper Average (%)         N/A           14.63          16.24(5)
</TABLE>

(5) Performance information is from October 31, 1997.


                                       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 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.

Additional strategies that are not primary investment strategies and the risks
associated with them are described below under "Other Investment Strategies and
Risks."


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 prevent the Fund from achieving its goals. It is possible to lose money by
investing in the Fund.

Market risk is the risk that the price of a security held by the Fund will fall
due to changing market, economic or political conditions. Market risk includes
interest rate risk.

Interest rate risk is the risk of a change 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 debt securities issued by private entities,
including corporate bonds and privately issued mortgage-backed and asset-backed
securities, the Fund is subject to issuer risk. Issuer risk is the possibility
that changes in the financial condition of the issuer of a security, changes in
general economic conditions, or changes in economic conditions that affect the
issuer may impact its willingness or ability to make timely payments of interest
or principal. This could result in a decrease in the price of the security and
in some cases a decrease in income.

As a non-diversified mutual fund, the Fund is allowed to invest or hold greater
than 10% of outstanding voting securities of any issuer (more than 5% of its
total assets in the securities of a single issuer). This may concentrate issuer
risk and, therefore, the Fund may have an increased risk of loss compared to a
similar diversified mutual fund.

Foreign securities are subject to special risks. Foreign stock markets can be
extremely volatile. Fluctuations in currency exchange rates may impact the value
of foreign securities without a change in the intrinsic value of those
securities. 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. 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 subject to additional risk. The risks of foreign
investments are typically increased in less developed 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, operating histories, markets or financial resources. They may depend
heavily on a small management team. Stocks of smaller companies may trade less
frequently, may trade in smaller volumes and may fluctuate more sharply in price
than stocks of larger companies. In addition, they may not be widely followed by
the investment community, which can lower the demand for their stock.


                                       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 calendar year total returns. The performance table
following the bar chart shows how the Fund's average annual returns compare with
those of a broad measure of market performance for 1 year, 5 years and the life
of the Fund. The Fund's return is compared to the Morgan Stanley Capital
International EAFE Index (MSCI Index), an unmanaged index that tracks the
performance of international stocks by market capitalization. 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 indices. The
Fund's return is also compared to the average return of the funds included in
the Lipper International-Annuities Funds category average (Lipper Average). This
Lipper Average, which is calculated by Lipper, Inc., is composed of funds with
similar investment objectives to the Fund. Sales charges are not reflected in
the Lipper Average. 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. Performance
results include the effect of expense reduction arrangements, if any. As with
all mutual funds, past performance does not predict the Fund's future
performance. 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>
<S>               <C>
1995                5.85%
1996                5.61%
1997               -3.27%
1998               12.96%
1999               40.58%
</TABLE>

The Fund's year-to-date total return through March 31, 2000 was -1.08%.

For period shown in bar chart:

Best quarter:  4th quarter 1999, +23.31%

Worst quarter: 3rd quarter 1998, -16.04%



AVERAGE ANNUAL TOTAL RETURNS - FOR PERIODS ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>

                      INCEPTION                                  LIFE OF THE
                        DATE          1 YEAR        5 YEARS         FUND
<S>                   <C>            <C>           <C>            <C>
Fund (%)               5/2/94          40.58         11.42          8.81

MSCI Index (%)           N/A           26.96         12.83         11.21(6)

Lipper Average (%)       N/A           43.23         17.36         14.16(6)
</TABLE>

(6) Performance information is from April 30, 1994.


                                       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 ten Tiger countries of Asia. The Tigers of Asia are
Hong Kong, Singapore, South Korea, Taiwan, Malaysia, Thailand, India, Indonesia,
The People's Republic of China and the Philippines. In selecting investments for
the Fund, Newport typically purchases stocks of quality growth companies.

Additional strategies that are not primary investment strategies and the risks
associated with them are described below under "Other Investment Strategies and
Risks."


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 prevent the Fund from achieving its goal. It is possible to lose money by
investing in the Fund.

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

Foreign securities are subject to special risks. Foreign stock markets can be
extremely volatile. Fluctuations in currency exchange rates may impact the value
of foreign securities without a change in the intrinsic value of those
securities. 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. 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 ten 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 Asian region as a whole. As
a result events in the region will generally have a greater effect on the Fund
than if the Fund were more geographically diversified, which may result in
greater losses and volatility.

Emerging markets are subject to additional risk. The risks of foreign
investments are typically increased in less developed 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.


                                       18

<PAGE>
PERFORMANCE HISTORY

The bar chart below shows changes in the Fund's performance from year to year by
illustrating the Fund's calendar year total returns. The performance table
following the bar chart shows how the Fund's average annual returns compare with
those of a broad measure of market performance for 1 year and the life of the
Fund. The Fund's return is compared to the Morgan Stanley Capital International
EAFE GDP Index (MSCI Index), a broad-based, unmanaged index that tracks the
performance of foreign 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 indices. The Fund's return is also compared to
the average return of the funds included in the Lipper Pacific-Region-Annuities
Funds category average (Lipper Average). This Lipper Average, which is
calculated by Lipper, Inc., is composed of funds with similar investment
objectives to the Fund. Sales charges are not reflected in the Lipper Average.
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. Performance results include the
effect of expense reduction arrangements, if any. As with all mutual funds, past
performance does not predict the Fund's future performance. 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>
<S>          <C>
1996           11.73%
1997          -31.14%
1998           -6.43%
1999           68.01%
</TABLE>

The Fund's year-to-date total return through March 31, 2000 was +1.91%.

For the period shown in bar chart:

Best quarter:  4th quarter 1998, +37.93%

Worst quarter: 2nd quarter 1998, -28.81%



AVERAGE ANNUAL TOTAL RETURNS - FOR PERIODS ENDED DECEMBER 31, 1999
<TABLE>
                                             INCEPTION                    LIFE OF THE
                                               DATE          1 YEAR           FUND
<S>                                          <C>             <C>          <C>
Fund (%)                                      5/1/95          68.01           7.31

MSCI Index (%)                                  N/A           31.00         15.72(7)

Lipper Average (%)                              N/A           79.74          4.24(7)
</TABLE>

(7) Performance information is from April 30, 1995.


                                       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 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 Funds. 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, 2000, LASC managed over $853 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 1999 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. Growth & Income Fund, Variable Series            0.80%
        Colonial Strategic Income Fund, Variable Series                0.65%
        Liberty All-Star Equity Fund, Variable Series                  0.80%
        Colonial International Fund for Growth, Variable Series        0.90%
        Newport Tiger Fund, Variable Series                            0.90%
</TABLE>


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. Growth & Income Fund, Strategic Income Fund and
International Fund. Colonial's principal business address is One Financial
Center, Boston, Massachusetts 02111. As of March 31, 2000, Colonial managed over
$15.7 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 U.S. Growth & Income Fund, Variable Series           0.60%
        Colonial Strategic Income Fund, Variable Series               0.45%
        Colonial International Fund for Growth, Variable Series       0.70%
</TABLE>

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

Scott Schermerhorn, a senior vice president of Colonial, has managed the Growth
& Income Fund since November, 1999. Mr. Schermerhorn has managed various other
funds at Colonial since October, 1998. From May, 1996 to October, 1998, Mr.
Schermerhorn was the head of the value team at Federated Investors, where he
managed the American Leader Fund, Federated Stock Trust and Federated Stock and
Bond Fund, as well as other institutional accounts. From February, 1990 to May,
1996, Mr. Schermerhorn was a portfolio manager and a member of the growth and
income team at J&W Seligman.

                                       20

<PAGE>
TRUST MANAGEMENT ORGANIZATIONS

Mark Stoeckle has managed the U.S. Growth & Income Fund since December, 1996.
Mr. Stoeckle is a senior vice president of Colonial. Prior to joining Colonial
in October, 1996, Mr. Stoeckle was a portfolio manager at Massachusetts
Financial Services Company from January, 1993 to October, 1996.

Carl C. Ericson has managed the Strategic Income Fund since its inception in
July, 1994. Mr. Ericson, a senior vice president of Colonial and director of
Colonial's Taxable Fixed Income Group, has managed various other Colonial
taxable income funds since 1985.

Charles R. Roberts, a senior vice president of Colonial, has been the lead
manager for the International Fund since March, 2000. Mr. Roberts is also a
senior vice president of Newport and Newport Pacific Management, Inc. (Newport
Pacific), an affiliate of Colonial. Mr. Roberts has been employed with Newport
and Newport Pacific since November, 1998. Prior to joining Newport and Newport
Pacific, he managed the European component of institutional international equity
accounts at Progress Investment Management (Progress) since 1997. Prior to
joining Progress in 1997, he managed the European component of institutional
international equity accounts and was a member of the investment policy
committee at Sit/Kim International (Sit/Kim) since prior to 1994.

Michael Ellis, a senior vice president of Colonial, has co-managed the
International Fund since March, 2000. Mr. Ellis is also a senior vice president
of Newport and Newport Pacific. Prior to joining Newport and Newport Pacific in
December, 1996, he was a vice president at Matthews International Capital
Management since September, 1991.

Deborah Snee, a Vice President of Colonial and Europe analyst at Colonial, Stein
Roe and Newport, has co-managed the International Fund since March, 2000. Prior
to working at Newport, Ms. Snee spent five years at Sit/Kim as an emerging
markets analyst.

Colonial will use Newport's trading facilities when buying or selling foreign
securities for the Funds' portfolios. Newport executes all trades under its own
procedures.

Colonial's investment advisory business is managed together with the mutual
funds and institutional investment advisory businesses of its affiliate, Stein
Roe. Colonial is part of a larger business unit that includes several separate
legal entities known as Liberty Funds Group LLC (LFG). The LFG business unit and
Stein Roe are managed by a single management team. Stein Roe, Colonial and the
other LFG entities also share personnel, facilities and systems that may be used
in providing administrative or operational services to the Fund. Stein Roe and
Colonial are registered investment advisors. Colonial, the other entities that
make up LFG and Stein Roe are subsidiaries of Liberty Financial Companies, Inc.


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, 2000, Stein Roe managed over $20.5
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, a senior vice president of Stein Roe, has co-managed the
Global Utilities Fund since November, 1997. 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
funds.

Deborah A. Jansen, a senior vice president and senior research analyst for
global and domestic equities and global economic forecasting for Stein Roe, has
co-managed the Global Utilities Fund since November, 1997. Ms. Jansen joined
Stein Roe in 1987 and served as an associate economist and senior economist
before assuming her current responsibilities, which include managing other Stein
Roe. Ms. Jansen left Stein Roe in January, 1995 and returned to her position as
a 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.

Stein Roe will use Newport's trading facilities when buying or selling foreign
securities for the Fund's portfolio. Newport executes all trades under its own
procedures.


                                       21

<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, 2000, LAMCO managed over $1.8
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 portfolio management agreements
among the Trust, LAMCO and the Portfolio Managers. The management agreements
permit 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.

- -        Glen E. Bickerstaff, Managing Director - U.S. Equities of TCW
         Investment Management Company

A more complete description of each Portfolio Manager is included in the
Statement of Additional Information. 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, 2000, Newport managed over $1.4 billion 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, president and a managing director,
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.


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

The primary investment strategies of each Fund and the associated risks are
described above in each Fund's individual description. This section describes
other investments a Fund may make and the risks associated with them. In seeking
to achieve its goals, each Fund may invest in various types of securities and
engage in various investment techniques which are not the principal 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'
Statement of Additional Information, 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.


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
judgment 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, U.S. Growth & Income Fund, International 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 structure risk that is present in a Fund because of its investments in
mortgage-backed securities and asset-backed 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
security. 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 do not pay
interest in cash on a current basis, but instead accrue interest over the life
of the bond. As a result, these securities are issued at a deep discount. The
value of these securities may fluctuate more than similar securities that pay
interest periodically. Although these securities pay no interest to holders
prior to maturity, interest on these securities is reported as income to the
Fund and distributed to its shareholders.


CONVERTIBLE SECURITIES

(U.S. Growth & Income Fund) Convertible securities are preferred stocks or bonds
that pay a fixed dividend or interest payment and are convertible into common
stocks at a specified price or conversion ratio. The risk of investing in
convertible securities is the value of the underlying securities will fluctuate.


                                       23

<PAGE>
OTHER INVESTMENT STRATEGIES AND RISKS

DERIVATIVE 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, commonly referred to as derivatives, involve the
use of financial instruments whose value depends on, or are derived from, the
value of an underlying security, index or currency. A Fund may use these
strategies to adjust the Fund's sensitivity to changes in interest rates or for
other hedging purposes (e.g., attempting to offset a potential loss in one
position by establishing an interest in an opposite position). Derivative
strategies involve the risk that they may exaggerate a loss, potentially losing
more money than the actual cost of the derivative, or limit a potential gain.
Also, with some derivative 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.

TEMPORARY DEFENSIVE STRATEGIES

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, a 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 goals.


                                       24

<PAGE>
                              FINANCIAL HIGHLIGHTS

The financial highlights tables 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 is included in the
Funds' financial statements which have been audited by PricewaterhouseCoopers
LLP, independent accountants, whose reports, along with the Funds' financial
statements, is included in the Funds' 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,
                                                      1999            1998         1997         1996          1995
<S>                                                 <C>              <C>          <C>            <C>          <C>
 PER SHARE OPERATING PERFORMANCE:
 Net asset value, beginning of period ($)             16.39            15.34        13.96         12.60        10.03

 Net investment income (a)                             0.17             0.20         0.28          0.28         0.29

 Net realized and unrealized gains  on
    investments                                        0.69             1.50         3.75          1.98         2.72

 Total from investment operations                      0.86             1.70         4.03          2.26         3.01

 Less distributions:
    Dividends from net investment income              (0.15)           (0.18)       (0.27)        (0.28)       (0.25)

    In excess of net investment income                 --              (0.00)       (0.01)         --           --

    Dividends from net realized gains                 (3.85)           (0.47)       (2.37)        (0.62)       (0.19)

    In excess of net realized gains                   (0.07)           (0.00)        --            --           --

 Total distributions                                  (4.07)           (0.65)       (2.65)        (0.90)       (0.44)

Net asset value, end of year ($)                      13.18            16.39        15.34         13.96        12.60

 TOTAL RETURN:
   Total investment return (%) (b)                     5.55            11.13        28.97         17.89        30.03

 RATIOS/SUPPLEMENTAL DATA:
 Net assets, end of year (000) ($)                  197,523          149,820      106,909        93,247       71,070

 Ratio of expenses to average net assets (%) (c)       0.73             0.76         0.79          0.79         0.81

 Ratio of net investment income to
    average net assets (%) (c)                         0.99             1.24         1.77          2.02         2.51

 Portfolio turnover ratio (%)                           172               28           60            24           79

</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.

                                       25

<PAGE>
FINANCIAL HIGHLIGHTS

STEIN ROE GLOBAL UTILITIES FUND, VARIABLE SERIES
<TABLE>
<CAPTION>
                                                                            Years Ended December 31,
                                                               1999         1998      1997        1996         1995
<S>                                                         <C>           <C>       <C>         <C>          <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of year ($)                        13.76        11.92     10.70       10.50         8.11

Net investment income (a)                                      0.28         0.24      0.46        0.46         0.46

Net realized and unrealized gains (losses)
   on investments                                              3.63         1.93      2.62        0.23         2.39

Total from investment operations                               3.91         2.17      3.08        0.69         2.85

Less distributions:
   Dividends from net investment income                       (0.23)       (0.21)    (0.48)      (0.49)       (0.46)

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

   Dividends from net realized gains on investments           (0.29)       (0.11)    (1.38)       --           --

Total distributions                                           (0.52)       (0.33)    (1.86)      (0.49)       (0.46)

Net asset value, end of year ($)                              17.15        13.76     11.92       10.70        10.50

TOTAL RETURN:
   Total investment return (%)(b)                             28.63        18.33     28.75        6.53        35.15

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of year (000) ($)                           110,150       71,186    54,603      47,907       51,597

Ratio of  expenses to average net assets (%)(c)                0.77         0.82      0.83        0.81         0.83


Ratio of net investment income to
   average net assets (%)(c)                                   1.91         1.90      3.96        4.36         4.98

Portfolio turnover ratio (%)                                     52           53        89          14           18
</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.


                                       26

<PAGE>
FINANCIAL HIGHLIGHTS

COLONIAL U.S. GROWTH & INCOME FUND, VARIABLE SERIES
<TABLE>
<CAPTION>

                                                                              Years Ended December 31,
                                                          1999           1998           1997          1996          1995
<S>                                                    <C>            <C>             <C>           <C>           <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of year ($)                   18.79          16.29          14.22         12.36         10.27

Net investment income (a)                                 0.14           0.16           0.20          0.19          0.21
Net realized and unrealized gains on investments          2.07           3.12           4.37          2.52          2.84

Total from investment operations                          2.21           3.28           4.57          2.71          3.05

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

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

   Dividends from net realized gains on                  (1.04)         (0.64)         (2.30)        (0.68)        (0.80)
   investments

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

Total distributions                                      (1.15)         (0.78)         (2.50)        (0.85)        (0.96)

Net asset value, end of year ($)                         19.85          18.79          16.29         14.22         12.36

TOTAL RETURN:
   Total investment return (%) (b)                       12.00          20.15          32.23         21.84         29.70(c)

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000) ($)                    212,355        146,239         96,715        60,855        43,017


Ratio of expenses to average net assets (%) (d)           0.88           0.90           0.94          0.95          1.00(e)

Ratio of net investment income to
   average net assets (%) (d)                             0.69           0.88           1.19          1.39          1.72(c)

Portfolio turnover ratio (%)                               101             64             63            77           115

</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)  Computed giving effect to Manager's expense limitation undertaking.

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

     (e)  If the Fund had paid all of its expenses and there had been no
          reimbursement from the Manager, this ratio would have been 1.07%.


                                       27

<PAGE>
FINANCIAL HIGHLIGHTS

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

                                                                            Years Ended December 31,
                                                             1999      1998       1997         1996         1995
<S>                                                       <C>       <C>         <C>          <C>          <C>
PER SHARE OPERATING PERFORMANCE:

Net asset value, beginning of year ($)                      11.08     11.15      11.04        10.99         9.79
Net investment income (a)                                    0.95      0.91       0.90         0.92         0.55

Net realized and unrealized gains (losses)
   on investments and foreign currency transactions         (0.75)    (0.24)      0.11         0.16         1.24

Total from investment operations                             0.20      0.67       1.01         1.08         1.79

Less distributions:
   Dividends from net investment income                     (0.84)    (0.72)     (0.79)       (0.96)       (0.56)

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

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

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

Total distributions                                         (0.84)    (0.74)     (0.90)       (1.03)       (0.59)

Net asset value, end of year ($)                            10.44     11.08      11.15        11.04        10.99

TOTAL RETURN:
   Total investment return (%) (b)                           1.78      6.03       9.11(c)      9.83(c)     18.30(c)

RATIOS/SUPPLEMENTAL DATA:

Net assets, end of year (000) ($)                         170,702   118,985     73,175       53,393       48,334

Ratio of expenses to average net assets (%) (e)              0.75      0.78       0.80(d)      0.80(d)      0.84(d)

Ratio of net investment income to
   average net assets (%) (e)                                8.57      7.92       7.86(c)      8.13(c)      8.08(c)

Portfolio turnover ratio (%)                                   35        50         94          114          281

</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)  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% and 0.94%, respectively.

     (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 December 31,  Period Ended
                                                                                         December 31,
                                                            1999          1998             1997***
<S>                                                       <C>           <C>              <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of year ($)                     11.90         10.07            10.00

Net investment income (a)                                   0.06          0.06             0.01

Net realized and unrealized gains on investments            0.94          1.82             0.07

Total from investment operations                            1.00          1.88             0.08

Less distributions:
   Dividends from net investment income                    (0.05)        (0.05)           (0.01)

   Dividends form net realized gains on investments        (0.38)         --               --

Total distributions                                        (0.43)        (0.05)           (0.01)

Net asset value, end of year ($)                           12.47         11.90            10.07

TOTAL RETURN:
   Total investment return (%)(b)                           8.47         18.67(c)          0.80**(c)

RATIOS/SUPPLEMENTAL DATA:

Net assets, end of year (000) ($)                         80,095        44,870           22,228

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

Ratio of net investment income to
   average net assets (%) (d)                               0.47          0.54(c)          0.83*(c)

Portfolio turnover ratio (%)                                  75            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)  The benefits derived from custody credits and directed brokerage
          arrangements had no impact.

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


                                       29

<PAGE>
FINANCIAL HIGHLIGHTS

COLONIAL INTERNATIONAL FUND FOR GROWTH, VARIABLE SERIES
<TABLE>
<CAPTION>

                                                                             Years Ended December 31,
                                                        1999          1998          1997          1996          1995
<S>                                                   <C>           <C>           <C>           <C>           <C>
  PER SHARE OPERATING PERFORMANCE:
  Net asset value, beginning of year ($)                2.00          1.78          1.96          1.97          1.88

  Net investment income (a)                             0.03          0.02          0.02          0.02          0.01


  Net realized and unrealized gains (losses) on
     investments                                        0.78          0.21         (0.08)         0.09          0.10

  Total from investment operations                      0.81          0.23         (0.06)         0.11          0.11

  Less distributions:
     Dividends from net investment income              (0.02)        (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                                  (0.02)        (0.01)        (0.12)        (0.12)        (0.02)

  Net asset value, end of year ($)                      2.79          2.00          1.78          1.96          1.97

  TOTAL RETURN:
     Total investment return (%) (b)                   40.58         12.96         (3.27)         5.61          5.85

  RATIOS/SUPPLEMENTAL DATA:

  Net assets, end of period (000) ($)                 82,071        52,468        30,600        26,593        22,764


  Ratio of expenses to average net assets (%) (c)       1.10          1.24          1.34          1.40          1.40


  Ratio of net investment income to
     average net assets (%) (c)                         1.14          0.77          0.82          0.84          0.75


  Portfolio turnover ratio (%)                            35            28            28           115            40
</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.


                                       30

<PAGE>
FINANCIAL HIGHLIGHTS

NEWPORT TIGER FUND, VARIABLE SERIES
<TABLE>
<CAPTION>
                                                                          Years Ended December 31,                     Period Ended
                                                                                                                       December 31,
                                                                    1999          1998          1997          1996        1995***
<S>                     <C>   <C>                                 <C>           <C>           <C>           <C>          <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of year ($)                              1.57          1.71          2.52          2.28         2.00


Net investment income (a)                                           0.03          0.03          0.03          0.03         0.01


Net realized and unrealized gains (losses) on investments           1.04         (0.14)        (0.81)         0.24         0.29

Total from investment operations                                    1.07         (0.11)        (0.78)         0.27         0.30

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

   In excess of net investment income                               --            --           (0.01)         --          (0.01)
Total distributions                                                (0.02)        (0.03)        (0.03)        (0.03)       (0.02)

Net asset value, end of year ($)                                    2.62          1.57          1.71          2.52         2.28

TOTAL RETURN:
   Total investment return (%)(b)                                  68.01         (6.43)       (31.14)        11.73        15.00**

RATIOS/SUPPLEMENTAL DATA:

Net assets, end of year (000) ($)                                 46,125        23,655        24,934        34,642       18,977

Ratio of expenses to average net assets (%)(c)                      1.21          1.30          1.25          1.27         1.75*

Ratio of net investment income to average net assets (%)(c)         1.65          2.16          1.14          1.20         0.89*

Portfolio turnover ratio (%)                                          12            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


PURCHASES AND REDEMPTIONS The Participating Insurance Companies place daily
orders to purchase and redeem shares of the Funds. These orders generally
reflect the net effect of instructions they receive from holders of their VA
contracts and VLI policies and certain other terms of those contracts and
policies. The Trust issues and redeems shares at net asset value (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 FUNDS CALCULATE NET ASSET VALUE 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 therefore the NAV of a Fund's shares may change on days when
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 Statement of Additional Information for more
information on the Funds and the securities in which they invest. The Statement
of Additional Information 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 Statement of Additional Information,
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 Edgar database on the Securities and Exchange Commission internet site 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
electronic request at the e-mail address [email protected] or by writing the:

Public Reference Room
Securities and Exchange Commission
Washington, DC 20549-0102

Information on the operation of the Public Reference Room may be obtained by
calling 1-202-942-8090.

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. Growth & Income 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, 2000


Stein Roe Global Utilities Fund, Variable Series

Colonial Small Cap Value Fund, Variable Series

Colonial U.S. Growth & Income 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

Colonial International Horizons Fund, Variable Series

Colonial Global Equity Fund, Variable Series

Crabbe Huson Real Estate Investment Fund, Variable Series



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

                                     * * * *

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

                                     * * * *

Although trust shares have been registered with the Securities and Exchange
Commission, the Commission has not approved or disapproved 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
Stein Roe Global Utilities Fund, Variable Series ........     4
Colonial Small Cap Value Fund, Variable Series ..........     6
Colonial U.S. Growth & Income Fund, Variable Series .....     8
Colonial Strategic Income Fund, Variable Series .........    10
Colonial High Yield Securities Fund, Variable Series ....    13
Liberty All-Star Equity Fund, Variable Series ...........    16
Newport Tiger Fund, Variable Series .....................    19
Colonial International Horizons Fund, Variable Series ...    21
Colonial Global Equity Fund, Variable Series ............    22
Crabbe Huson Real Estate Investment Fund, Variable Series    23

TRUST MANAGEMENT ORGANIZATIONS ..........................    24

The Trustees ............................................    24
Investment Advisor:  Liberty Advisory Services Corp. ....    24
Investment Sub-Advisors and Portfolio Managers ..........    25
Rule 12b-1 Plan .........................................    27

OTHER INVESTMENT STRATEGIES AND RISKS ...................    28

U.S. Government Securities ..............................    28
Structure Risk ..........................................    28
Zero Coupon Bonds .......................................    28
Convertible Securities ..................................    28
Derivative Strategies ...................................    29
Temporary Defensive Strategies ..........................    29

FINANCIAL HIGHLIGHTS ....................................    30

SHAREHOLDER INFORMATION .................................    40

Purchases and Redemptions ...............................    40
How the Funds Calculate Net Asset Value .................    40
Dividends and Distributions .............................    40
Tax Consequences ........................................    40


                                       2

<PAGE>
                                    THE TRUST

Liberty Variable Investment Trust (Trust) includes twelve separate mutual funds
(Funds), each with its own investment goals and strategies. This Prospectus
contains information about ten of the Funds in the Trust. Liberty Advisory
Services Corp. (LASC) is the investment advisor to each Fund. LASC has appointed
an investment sub-advisor (Sub-Advisor) for each Fund, and all of the
Sub-Advisors are affiliates of LASC. Each Fund has the following Sub-Advisor:


<TABLE>
<CAPTION>

                       FUND                                                             SUB-ADVISOR
                       ----                                                             -----------
<S>                                                                                     <C>
Colonial Small Cap Value Fund, Variable Series (Small Cap Fund)                         Colonial Management Associates, Inc.
Colonial U.S. Growth & Income Fund, Variable Series (U.S. Growth & Income               (Colonial)
              Fund) (formerly Colonial U.S. Stock Fund, Variable Series)
Colonial Strategic Income Fund, Variable Series (Strategic Income Fund) Colonial
High Yield Securities Fund, Variable Series (High Yield Fund) Colonial
International Horizons Fund, Variable Series (International Horizons Fund)
Colonial Global Equity Fund, Variable Series (Global Equity 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)


Crabbe Huson Real Estate Investment Fund, Variable Series (Real Estate Fund)            Crabbe Huson Group, Inc.
                                                                                        (Crabbe Huson)
</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 underwriter of
the Funds is Liberty Funds Distributor, Inc. (LFD). LFD is an affiliate 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).

Additional strategies that are not primary investment strategies and the risks
associated with them are described below under "Other Investment Strategies and
Risks."


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 prevent the Fund from achieving its goals. It is possible to lose money by
investing in the Fund.

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

Utility company securities are subject to special risks. These securities are
especially affected by changes in interest rates, as well as by general
competitive and market forces in the industry. As interest rates increase, the
value of securities of utility companies tends to decrease, and vice versa. 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.

Foreign securities are subject to special risks. Foreign stock markets can be
extremely volatile. Fluctuations in currency exchange rates may impact the value
of foreign securities without a change in the intrinsic value of those
securities. 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. 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 calendar year total returns. The performance table
following the bar chart shows how the Fund's average annual returns compare with
those of a broad measure of market performance for 1 year, 5 years and the life
of the Fund. The Fund's return is compared to the Standard & Poor's Utilities
Index (S&P Index), an unmanaged index that tracks the performance of domestic
utility stocks, and the Morgan Stanley Capital International World Index ND
(MSCI Index), 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
indices. The Fund's return is also compared to the average return of the funds
included in the Lipper Utilities Annuities Funds category average (Lipper
Average). This Lipper Average, which is calculated by Lipper, Inc., is composed
of funds with similar investment objectives to the Fund. Sales charges are not
reflected in the Lipper Average. 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. Performance results include the effect of expense reduction
arrangements, if any. As with all mutual funds, past performance does not
predict the Fund's future performance. 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>
<S>                     <C>
1994                     -10.27%
1995                      35.15%
1996                       6.53%
1997                      28.75%
1998                      18.33%
1999                      28.63%
</TABLE>



The Fund's year-to-date total return through March 31, 2000 was +8.05%.

For period shown in bar chart:

Best quarter:  4th quarter 1999, +24.73%

Worst quarter: 1st quarter 1994, -8.91%

AVERAGE ANNUAL TOTAL RETURNS - FOR PERIODS ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>

                       INCEPTION                                  LIFE OF THE
                         DATE          1 YEAR        5 YEARS         FUND
<S>                    <C>            <C>           <C>           <C>
Fund (%)                7/1/93          28.63         23.06          15.04
- --------------------------------------------------------------------------
MSCI Index (%)            N/A           24.93         19.76          16.86(1)
- --------------------------------------------------------------------------
S&P Index (%)             N/A           -8.88         13.66           9.11(1)
- --------------------------------------------------------------------------
Lipper Average (%)        N/A           15.40         19.64          12.14(1)
</TABLE>

(1)  Performance information is from June 30, 1993.


                                       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 of U.S. companies. 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 undervalued 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.

Additional strategies that are not primary investment strategies and the risks
associated with them are described below under "Other Investment Strategies and
Risks."


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 prevent the Fund from achieving its goals. It is possible to lose money by
investing in the Fund.

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

Smaller companies are more likely than larger companies to have limited product
lines, operating histories, markets or financial resources. They may depend
heavily on a small management team. Stocks of smaller companies may trade less
frequently, may trade in smaller volumes and may fluctuate more sharply in price
than stocks of larger companies. In addition, they may not be widely followed by
the investment community, which can lower the demand for their stock.

Value stocks are securities of companies that 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 not approach the value Colonial
has placed on it.


                                       6

<PAGE>
THE FUNDS  Colonial Small Cap Value Fund, Variable Series

PERFORMANCE HISTORY

The bar chart below shows the Fund's performance by illustrating the Fund's
calendar year total returns. The performance table following the bar chart shows
how the Fund's average annual returns compare with those of a broad measure of
market performance for 1 year and the life of the Fund. The Fund's return is
compared to the Russell 2000 Index (Russell Index), an unmanaged index that
tracks the performance of small-capitalization stocks traded on the New York
Stock Exchange, American Stock Exchange and the NASDAQ. 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 indices. The Fund's return is
also compared to the average return of the funds included in the Lipper Small
Cap-Annuities Funds category average (Lipper Average). This Lipper Average,
which is calculated by Lipper, Inc., is composed of funds with similar
investment objectives to the Fund. Sales charges are not reflected in the Lipper
Average. 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. Performance
results include the effect of expense reduction arrangements, if any. If these
arrangements were not in place, then the performance results would have been
lower. Any expense reduction arrangements may be discontinued at any time. As
with all mutual funds, past performance does not predict the Fund's future
performance. 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>
<S>                      <C>
1999                     6.34%
</TABLE>

The Fund's year-to-date total return through March 31, 2000 was +1.43%.

For period shown in bar chart:

Best quarter: 2nd quarter 1999, +16.78%

Worst quarter: 1st quarter 1999, -13.27%



AVERAGE ANNUAL TOTAL RETURNS - FOR PERIODS ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>

                                             INCEPTION                   LIFE OF THE
                                               DATE          1 YEAR          FUND
<S>                                         <C>            <C>           <C>
Fund (%)                                      5/19/98         6.34          (4.85)
- ---------------------------------------------------------------------------------
Russell Index (%)                               N/A           21.26          4.01(2)
 --------------------------------------------------------------------------------
Lipper Average (%)                              N/A           37.57         12.97 (2)
</TABLE>

(2)  Performance information is from April 30, 1998.


                                       7

<PAGE>
               COLONIAL U.S. GROWTH & INCOME FUND, VARIABLE SERIES


INVESTMENT GOALS

The Fund seeks long-term growth and income.


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. Up to 10% of the Fund's assets may be
invested in debt securities.

In selecting debt securities for the Fund, Colonial may invest in:

     -    debt securities that are convertible into common stock;

     -    corporate debt securities rated investment-grade by at least two
          nationally recognized rating organizations (investment grade stocks
          have a rating of BBB or higher by Standard & Poor's Ratings Services
          or Baa or higher by Moody's Investors Service, Inc.); and

     -    debt securities issued or guaranteed by the U.S. government.

In managing the Fund, Colonial uses a value investing strategy that focuses on
buying stocks cheaply when they are undervalued 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.

Additional strategies that are not primary investment strategies and the risks
associated with them are described below under "Other Investment Strategies and
Risks."


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 prevent the Fund from achieving its goals. It is possible to lose money by
investing in the Fund.

Market risk is the risk that the price of a security held by the Fund will fall
due to changing market, economic or political conditions. Market risk includes
interest rate risk.

Because the Fund may invest in debt securities issued by private entities,
including corporate bonds and privately issued mortgage-backed and asset-backed
securities, the Fund is subject to issuer risk. Issuer risk is the possibility
that changes in the financial condition of the issuer of a security, changes in
general economic conditions, or changes in economic conditions that affect the
issuer may impact its willingness or ability to make timely payments of interest
or principal. This could result in a decrease in the price of the security and
in some cases a decrease in income.

Interest rate risk is the risk of a change 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.

Value stocks are securities of companies that 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 not approach the value Colonial
has placed on it.


                                       8

<PAGE>
THE FUNDS  Colonial U.S. Growth & 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 calendar year total returns. The performance table
following the bar chart shows how the Fund's average annual returns compare with
those of a broad measure of market performance for 1 year, 5 years and the life
of the Fund. The Fund's return is compared 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. 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 indices. The Fund's return is also compared to the average
return of the funds included in the Lipper Growth & Income - Annuities Funds
category average (Lipper Average). This Lipper Average, which is calculated by
Lipper, Inc., is composed of funds with similar investment objectives to the
Fund. Sales charges are not reflected in the Lipper Average. 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. Performance results include the effect of expense
reduction arrangements, if any. If these arrangements were not in place, then
the performance results would have been lower. Any expense reduction
arrangements may be discontinued at any time. As with all mutual funds, past
performance does not predict the Fund's future performance. 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>
<S>            <C>
1995           29.70%
1996           21.84%
1997           32.23%
1998           20.15%
1999           12.00%
</TABLE>

The Fund's year-to-date total return through March 31, 2000 was +0.40%.

For period shown in bar chart:

Best quarter:  4th quarter 1998, +21.79%

Worst quarter: 3rd quarter 1998, -14.16%

AVERAGE ANNUAL TOTAL RETURNS - FOR PERIODS ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>
                            INCEPTION                                 LIFE OF THE
                              DATE          1 YEAR       5 YEARS         FUND
<S>                         <C>            <C>           <C>           <C>
Fund (%)                     7/5/94          12.00        22.97          21.64
- ------------------------------------------------------------------------------
S&P Index (%)                  N/A           21.03        28.54          26.73(3)
- ------------------------------------------------------------------------------
Lipper Average (%)             N/A           14.63        21.86          20.42(3)
</TABLE>

(3) Performance information is from June 30, 1994.


                                       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 goals 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 goals 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 Ratings Services;

     -    Baa through D by Moody's Investors Service, 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.

Additional strategies that are not primary investment strategies and the risks
associated with them are described below under "Other Investment Strategies and
Risks."


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 prevent the Fund from achieving its goals. It is possible to lose money by
investing in the Fund.

Market risk is the risk that the price of a security held by the Fund will fall
due to changing market, economic or political conditions. Market risk includes
interest rate risk.

Interest rate risk is the risk of a change 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 debt securities issued by private entities,
including corporate bonds and privately issued mortgage-backed and asset-backed
securities, the Fund is subject to issuer risk. Issuer risk is the possibility
that changes in the financial condition of the issuer of a security, changes in
general economic conditions, or changes in economic conditions that affect the
issuer may impact its willingness or ability to make timely payments of interest
or principal. This could result in a decrease in the price of the security and
in some cases a decrease in income.


                                       10

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

Foreign securities are subject to special risks. Foreign markets can be
extremely volatile. Fluctuations in currency exchange rates may impact the value
of foreign securities without a change in the intrinsic value of those
securities. 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. 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 subject to additional risk. The risks of foreign
investments are typically increased in less developed 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.

Lower-rated debt securities involve greater risk of loss due to credit
deterioration and are less liquid, especially during periods of economic
uncertainty or change, than higher quality debt securities. Lower-rated debt
securities have the added risk that the issuer of the security may default and
not make payment of interest or principal.


                                       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 calendar year total returns. The performance table
following the bar chart shows how the Fund's average annual returns compare with
those of a broad measure of market performance for 1 year, 5 years and the life
of the Fund. The Fund's return is compared 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. 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 indices. The Fund's return is also compared to
the average return of the funds included in the Lipper General Bonds - Annuities
Funds category average (Lipper Average). This Lipper Average, which is
calculated by Lipper, Inc., is composed of funds with similar investment
objectives to the Fund. Sales charges are not reflected in the Lipper Average.
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. Performance results include the
effect of expense reduction arrangements, if any. If these arrangements were not
in place, then the performance results would have been lower. Any expense
reduction arrangements may be discontinued at any time. As with all mutual
funds, past performance does not predict the Fund's future performance. 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>

<S>            <C>
1995           18.30%
1996            9.83%
1997            9.11%
1998            6.03%
1999            1.78%
</TABLE>


The Fund's year-to-date total return through March 31, 2000 was -0.10%.

For period shown in bar chart:

Best quarter:  1st quarter 1995, +5.62%

Worst quarter: 1st quarter 1997, -1.00%


AVERAGE ANNUAL TOTAL RETURNS - FOR PERIODS ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>

                            INCEPTION       1 YEAR       5 YEARS      LIFE OF THE
                              DATE                                       FUND
<S>                         <C>            <C>           <C>           <C>
Fund (%)                     7/5/94          1.78          8.88          8.26
- -----------------------------------------------------------------------------
Lehman Index (%)               N/A          (2.15)         7.61          7.06(4)
- -----------------------------------------------------------------------------
Lipper Average (%)             N/A           0.76          7.84          7.03(4)
</TABLE>

(4) Performance information is from June 30, 1994.


                                       12

<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 goals by investing primarily in lower-rated
corporate debt securities. These securities have the following ratings:

     -    BBB through C by Standard & Poor's Ratings Services;

     -    Baa through D by Moody's Investors, Service, 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.

Additional strategies that are not primary investment strategies and the risks
associated with them are described below under "Other Investment Strategies and
Risks."


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 prevent the Fund from achieving its goals. It is possible to lose money by
investing in the Fund.

Market risk is the risk that the price of a security held by the Fund will fall
due to changing market, economic or political conditions. Market risk includes
interest rate risk.

Interest rate risk is the risk of a change 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 debt securities issued by private entities,
including corporate bonds and privately issued mortgage-backed and asset-backed
securities, the Fund is subject to issuer risk. Issuer risk is the possibility
that changes in the financial condition of the issuer of a security, changes in
general economic conditions, or changes in economic conditions that affect the
issuer may impact its willingness or ability to make timely payments of interest
or principal. This could result in a decrease in the price of the security and
in some cases a decrease in income.

Lower-rated debt securities involve greater risk of loss due to credit
deterioration and are less liquid, especially during periods of economic
uncertainty or change, than higher quality debt securities. Lower-rated debt
securities have the added risk that the issuer of the security may default and
not make payment of interest or principal.


                                       13

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

Foreign securities are subject to special risks. Foreign stock markets can be
extremely volatile. Fluctuations in currency exchange rates may impact the value
of foreign securities without a change in the intrinsic value of those
securities. 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. 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 subject to additional risk. The risks of foreign
investments are typically increased in less developed 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.


                                       14

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

PERFORMANCE HISTORY

The bar chart below shows the Fund's performance by illustrating the Fund's
calendar year total return. The performance table following the bar chart shows
how the Fund's average annual returns compare with those of a broad measure of
market performance for 1 year and the life of the Fund. The Fund's return is
compared to the CS First Boston Global High Yield Index (CS Index), an unmanaged
index that tracks the performance of high yield bond funds. 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 indices. The
Fund's return is also compared to the average return of the funds included in
the Lipper High Current Yield - Annuities Funds category average (Lipper
Average). This Lipper Average, which is calculated by Lipper, Inc., is composed
of funds with similar investment objectives to the Fund. Sales charges are not
reflected in the Lipper Average. 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. Performance results include the effect of expense reduction
arrangements, if any. If these arrangements were not in place, then the
performance results would have been lower. Any expense reduction arrangements
may be discontinued at any time. As with all mutual funds, past performance does
not predict the Fund's future performance. 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>
<S>            <C>
1999           1.65%
</TABLE>

The Fund's year-to-date total return through March 31, 2000 was -1.36%.

For period shown in bar chart:

Best quarter:  1st quarter 1999, +3.11%

Worst quarter: 3rd quarter 1999, -1.90%



AVERAGE ANNUAL TOTAL RETURNS - FOR PERIODS ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>

                                      INCEPTION       1 YEAR        LIFE OF THE
                                        DATE                           FUND
<S>                                  <C>             <C>            <C>
Fund (%)                               5/19/98         1.65           (0.59)
- ---------------------------------------------------------------------------
CS Index (%)                             N/A           3.28            0.06(5)
- ---------------------------------------------------------------------------
Lipper Average (%)                       N/A           4.04           (0.28)(5)
</TABLE>


(5) Performance information is from April 30, 1998.


                                       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 as follows:

     -    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.

     -    TCW Investment Management Company incorporates secular growth trends
          and uses a "bottom-up" approach by investing in primarily large-cap
          companies that have distinct business model advantages.

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 and Liberty
All-Star Growth & Income Fund, a multi-managed open-ended fund. These funds have
the same investment objective and investment program as the Fund, and currently
have the same Portfolio Managers. LAMCO expects that these 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.

Additional strategies that are not primary investment strategies and the risks
associated with them are described below under "Other Investment Strategies and
Risks."


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 prevent the Fund from achieving its goals. It is possible to lose money by
investing in the Fund.

Market risk is the risk that the price of a security held by the Fund will fall
due to changing market, economic or political conditions. Market risk includes
interest rate risk.

Interest rate risk is the risk of a change 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.

Value stocks are securities of companies that 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 the Portfolio Managers' assessment of a
company's prospects is wrong, the price of its stock may not approach the value
the Portfolio Managers have placed on it.


                                       17

<PAGE>
THE FUNDS  Liberty All-Star Equity 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 calendar year total returns. The performance table
following the bar chart shows how the Fund's average annual returns compare with
those of a broad measure of market performance for 1 year and the life of the
Fund. The Fund's return is compared to the Russell 3000 Index (Russell Index), a
capitalization weighted total return index which is comprised of 3000 of the
largest capitalized U.S. domiciled companies whose common stock is traded in the
United States on the New York Stock Exchange, American Stock Exchange and
NASDAQ. 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 indices. The Fund's return is also compared to the average return of
the funds included in the Lipper Growth & Income - Annuities Funds category
average (Lipper Average). This Lipper Average, which is calculated by Lipper,
Inc., is composed of funds with similar investment objectives to the Fund. Sales
charges are not reflected in the Lipper Average. 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. Performance results include the effect of expense
reduction arrangements, if any. If these arrangements were not in place, then
the performance results would have been lower. Any expense reduction
arrangements may be discontinued at any time. As with all mutual funds, past
performance does not predict the Fund's future performance. 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>
<S>            <C>
1998           18.67%
1999            8.47%
</TABLE>


The Fund's year-to-date total return through March 31, 2000 was +5.21%.

For the period shown in bar chart:

Best quarter:  4th quarter 1998, +18.67%

Worst quarter: 3rd quarter 1998, -12.05%



AVERAGE ANNUAL TOTAL RETURNS - FOR PERIODS ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>

                                 INCEPTION       1 YEAR       LIFE OF THE
                                   DATE                          FUND
<S>                              <C>            <C>           <C>
Fund (%)                         11/17/97         8.47          13.05
- --------------------------------------------------------------------
Russell Index (%)                   N/A          20.90          23.85(6)
- --------------------------------------------------------------------
Lipper Average (%)                  N/A          14.63          16.24(6)
</TABLE>

(6) Performance information is from October 31, 1997.


                                       18

<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 ten Tiger countries of Asia. The Tigers of Asia are
Hong Kong, Singapore, South Korea, Taiwan, Malaysia, Thailand, India, Indonesia,
The People's Republic of China and the Philippines. In selecting investments for
the Fund, Newport typically purchases stocks of quality growth companies.

Additional strategies that are not primary investment strategies and the risks
associated with them are described below under "Other Investment Strategies and
Risks."


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 prevent the Fund from achieving its goal. It is possible to lose money by
investing in the Fund.

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

Foreign securities are subject to special risks. Foreign stock markets can be
extremely volatile. Fluctuations in currency exchange rates may impact the value
of foreign securities without a change in the intrinsic value of those
securities. 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. 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 ten 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 Asian region as a whole. As
a result events in the region will generally have a greater effect on the Fund
than if the Fund were more geographically diversified, which may result in
greater losses and volatility.

Emerging markets are subject to additional risk. The risks of foreign
investments are typically increased in less developed 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.


                                       19

<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 calendar year total returns. The performance table
following the bar chart shows how the Fund's average annual returns compare with
those of a broad measure of market performance for 1 year and the life of the
Fund. The Fund's return is compared to the Morgan Stanley Capital International
EAFE GDP Index (MSCI Index), a broad-based, unmanaged index that tracks the
performance of foreign 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 indices. The Fund's return is also compared to
the average return of the funds included in the Lipper Pacific-Region-Annuities
Funds category average (Lipper Average). This Lipper Average, which is
calculated by Lipper, Inc., is composed of funds with similar investment
objectives to the Fund. Sales charges are not reflected in the Lipper Average.
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. Performance results include the
effect of expense reduction arrangements, if any. As with all mutual funds, past
performance does not predict the Fund's future performance. 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>

<S>                <C>
1996                11.73%
1997               -31.14%
1998                -6.43%
1999                68.01%
</TABLE>


The Fund's year-to-date total return through March 31, 2000 was +1.91%.

For the period shown in bar chart:

Best quarter:  4th quarter 1998, +37.93%

Worst quarter: 2nd quarter 1998, -28.81%


AVERAGE ANNUAL TOTAL RETURNS - FOR PERIODS ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>

                                    INCEPTION                    LIFE OF THE
                                      DATE          1 YEAR           FUND
<S>                                 <C>            <C>           <C>
Fund (%)                             5/1/95          68.01           7.31
- -------------------------------------------------------------------------
MSCI Index (%)                         N/A           31.00          15.72(7)
- ------------------------------------------------------------------------
Lipper Average (%)                     N/A           79.74           4.24(7)
</TABLE>

(7) Performance information is from April 30, 1995.


                                       20

<PAGE>
              COLONIAL INTERNATIONAL HORIZONS FUND, VARIABLE SERIES


INVESTMENT GOALS

The Fund seeks long-term growth and preservation of capital purchasing power.


PRIMARY INVESTMENT STRATEGIES

The Fund invests primarily in non-U.S. equity securities which Colonial believes
will provide superior long-term growth. Colonial generally selects stocks of
companies in industries and markets that it believes will react favorably to
inflation in the U.S. economy.  Inflation sensitive companies in which the Fund
may invest include:

     -    companies engaged in the development and processing of natural
          resources, and

     -    companies engaged in consumer-oriented businesses.

Additional strategies that are not primary investment strategies and the risks
associated with them are described below under "Other Investment Strategies and
Risks."


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 prevent the Fund from achieving its goals. It is possible to lose money by
investing in the Fund.

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

Foreign securities are subject to special risks. Foreign stock markets can be
extremely volatile. Fluctuations in currency exchange rates may impact the value
of foreign securities without a change in the intrinsic value of those
securities. 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. 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.

As a non-diversified mutual fund, the Fund is allowed to invest a greater
percentage of its total assets in the securities of a single company (and hold
greater than 10% of outstanding voting securities of any issuer). Therefore, the
Fund may have an increased risk of loss compared to a similar diversified mutual
fund.

Emerging markets are subject to additional risk. The risks of foreign
investments are typically increased in less developed 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.


PERFORMANCE HISTORY

Because the Fund has not completed one full calendar year of investment
performance, information related to the Fund's performance has not been included
in this prospectus.

The Fund's return is compared to the Morgan Stanley Capital International EAFE
GDP Index, an unmanaged index that tracks the performance of equity securities
of developed countries outside North America. 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 indices.


                                       21

<PAGE>
                  COLONIAL GLOBAL EQUITY FUND, VARIABLE SERIES


INVESTMENT GOAL

The Fund seeks long-term growth by investing primarily in global equity
securities.


PRIMARY INVESTMENT STRATEGIES

Under normal market conditions, the Fund invests primarily in both U.S. and
foreign equity securities. The Fund may invest in companies of any size,
including small capitalization stocks. The Fund may also invest in high quality
U.S. and foreign government debt securities. The Fund generally diversifies its
holdings across several different countries and regions.

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.

Additional strategies that are not primary investment strategies and the risks
associated with them are described below under "Other Investment Strategies and
Risks."


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 prevent the Fund from achieving its goal. It is possible to lose money by
investing in the Fund.

Market risk is the risk that the price of a security held by the Fund will fall
due to changing market, economic or political conditions. Market risk includes
interest rate risk.

Foreign securities are subject to special risks. Foreign stock markets can be
extremely volatile. Fluctuations in currency exchange rates may impact the value
of foreign securities without a change in the intrinsic value of those
securities. 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. 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.

Smaller companies are more likely than larger companies to have limited product
lines, operating histories, markets or financial resources. They may depend
heavily on a small management team. Stocks of smaller companies may trade less
frequently, may trade in smaller volumes and may fluctuate more sharply in price
than stocks of larger companies. In addition, they may not be widely followed by
the investment community, which can lower the demand for their stock.

Emerging markets are subject to additional risk. The risks of foreign
investments are typically increased in less developed 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.


PERFORMANCE HISTORY

Because the Fund has not completed one full calendar year of investment
performance, information related to the Fund's performance has not been included
in this prospectus.

The Fund's return is compared to the Morgan Stanley Capital International World
GDP Index, an unmanaged price 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 indices.


                                       22

<PAGE>
            CRABBE HUSON REAL ESTATE INVESTMENT FUND, VARIABLE SERIES

INVESTMENT GOALS

The Fund seeks to provide growth of capital and current income.


PRIMARY INVESTMENT STRATEGIES

Under normal market conditions, the Fund invests at least 75% of its total
assets in equity securities of real estate investment trusts (REITs) and other
real estate industry companies. In managing the Fund, the sub-advisor follows a
basic value contrarian approach in selecting securities for its portfolio.

The contrarian approach puts primary emphasis on security price, balance sheet
and cash flow analysis and on the relationship between the market price of a
security and its estimated intrinsic value as a share of an ongoing business.

REITs are pooled investment vehicles that invest primarily in income producing
real estate or real estate related loans or interest. The Fund's REIT
investments will consist primarily of equity REITs which invest the majority of
their assets directly in real estate and derive income primarily from rents.

Other real estate industry companies in which the Fund may invest are companies
that derive at least 50% of their revenues or profits from either (a) the
ownership, development, construction, financing, management or sale of
commercial, industrial or residential real estate or (b) products or services
related to the real estate industry, such as building supplies or mortgage
servicing.

Additional strategies that are not primary investment strategies and the risks
associated with them are described below under "Other Investment Strategies and
Risks."


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 prevent the Fund from achieving its goals. It is possible to lose money by
investing in the Fund.

Market risk is the risk that the price of a security held by the Fund will fall
due to changing market, economic or political conditions. Market risk includes
interest rate risk.

The Fund may invest in equity real estate investment trusts (REITs). REITs are
entities which either own properties or make construction or mortgage loans.
Equity REITs may also include operating or finance companies. Investing in REITs
involves certain unique risks in addition to those risks associated with the
real estate industry in general. The prices of equity REITs are affected by
changes in the value of the underlying property owned by the REITs. REITs are
subject to heavy cash flow dependency and default by borrowers. In addition,
although the Fund does not invest directly in real estate, a REIT investment by
the Fund is subject to certain of the risks associated with the ownership of
real estate. These risks include possible declines in the value of real estate,
risks related to general and local economic conditions, possible lack of
availability of mortgage funds, and changes in interest rates.

The basic value contrarian approach is based on Crabbe Huson's belief that the
securities of many companies often sell at a discount from the securities'
estimated intrinsic value. The Fund attempts to identify and invest in such
undervalued securities in the hope that their market price will rise to their
estimated intrinsic value. If Crabbe Huson's assessment of a company's prospects
is wrong, the price of its stock may not approach the value Crabbe Huson has
placed on it.


PERFORMANCE HISTORY

Because the Fund has not completed one full calendar year of investment
performance, information related to the Fund's performance has not been included
in this prospectus.

The Fund's return is compared to the NAREIT Equity Index, an unmanaged index
that tracks the performance of all equity real estate investment trusts that
trade on the New York Stock Exchange, the American Stock Exchange and the
NASDAQ. 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 indices.


                                       23

<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 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 Funds. 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, 2000, LASC managed over $853 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 1999 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. Growth & Income 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%

     Newport Tiger Fund, Variable Series                             0.90%

     Colonial International Horizons Fund, Variable Series           0.95%(3)

     Colonial Global Equity Fund, Variable Series                    0.95%(4)

     Crabbe Huson Real Estate Investment Fund, Variable Series       1.00%(5)
</TABLE>

(1)  The Small Cap Fund's advisor has voluntarily agreed to waive its management
     fee and reimburse other expenses so that total expenses of the Fund
     (excluding interest, taxes, 12b-1, brokerage and extraordinary expenses) do
     not exceed 1.00%. As a result the actual management fee paid to the advisor
     for the 1999 fiscal year was 0.00%.

(2)  The High Yield Fund's advisor has voluntarily agreed to waive its
     management fee and reimburse other expenses so that total expenses of the
     Fund (excluding interest, taxes, 12b-1, brokerage and extraordinary
     expenses) do not exceed 0.80%. As a result the actual management fee paid
     to the advisor for the 1999 fiscal year was 0.12%.

(3)  The International Horizons Fund's advisor has voluntarily agreed to waive
     its management fee and reimburse other expenses so that the total expenses
     of the Fund (excluding interest, taxes, 12b-1, brokerage and extraordinary
     expenses) do not exceed 1.15%. As a result the actual management fee paid
     to the advisor for the 1999 fiscal year was 0.00%.

(4)  The Global Equity Fund's advisor has voluntarily agreed to waive its
     management fee and reimburse other expenses so that total expenses of the
     Fund (excluding interest, taxes, 12b-1, brokerage and extraordinary
     expenses) do not exceed 1.15%. As a result the actual management fee paid
     to the advisor for the 1999 fiscal year was 0.12%.

(5)  The Real Estate Fund's advisor has voluntarily agreed to waive its
     management fee and reimburse other expenses so that total expenses of the
     Fund (excluding interest, taxes, 12b-1, brokerage and extraordinary
     expenses) do not exceed 1.20%. As a result the actual management fee paid
     to the advisor for the 1999 fiscal year was 0.00%.


                                       24

<PAGE>
TRUST MANAGEMENT ORGANIZATIONS

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. Growth & Income Fund, Strategic Income Fund, High Yield
Fund, International Horizons Fund and Global Equity Fund. Colonial's principal
business address is One Financial Center, Boston, Massachusetts 02111. As of
March 31, 2000, Colonial managed over $15.7 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 Small Cap Value Fund, Variable Series                     0.60%
             Colonial U.S. Growth & Income Fund, Variable Series                0.60%
             Colonial Strategic Income Fund, Variable Series                    0.45%
             Colonial High Yield Securities Fund, Variable Series               0.40%
             Colonial International Horizons Fund, Variable Series              0.75%
             Colonial Global Equity Fund, Variable Series                       0.75%
</TABLE>

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

James P. Haynie, a senior vice president of Colonial, has co-managed the Small
Cap Fund since 1993.

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

Mark Stoeckle has managed the U.S. Growth & Income Fund since December, 1996.
Mr. Stoeckle is a senior vice president of Colonial. Prior to joining Colonial
in October, 1996, Mr. Stoeckle was a portfolio manager at Massachusetts
Financial Services Company from January, 1993 to October, 1996.

Carl C. Ericson has managed the Strategic Income Fund since its inception in
July, 1994. He also has co-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 other Colonial taxable income funds
since 1985.

Scott B. Richards, a senior vice president of Colonial, has co-managed the High
Yield Fund since May, 1999. Prior to joining Colonial he was employed with State
Street Research & Management Company as a vice president and a portfolio manager
from January, 1994 to May, 1999.

Charles R. Roberts, a senior vice president of Colonial, has been the lead
manager for the International Horizons Fund since March, 2000. Mr. Roberts is
also a senior vice president of Newport and Newport Pacific Management, Inc.
(Newport Pacific), an affiliate of Colonial. Mr. Roberts has been employed with
Newport and Newport Pacific since November, 1998. Prior to joining Newport and
Newport Pacific, he managed the European component of institutional
international equity accounts at Progress Investment Management (Progress) since
1997. Prior to joining Progress in 1997, he managed the European component of
institutional international equity accounts and was a member of the investment
policy committee at Sit/Kim International (Sit/Kim) since prior to 1994.

Michael Ellis, a senior vice president of Colonial, has co-managed the
International Horizons Fund since March, 2000. Mr. Ellis is also a senior vice
president of Newport and Newport Pacific. Prior to joining Newport and Newport
Pacific in December, 1996, he was a vice president at Matthews International
Capital Management since September, 1991.

Deborah Snee, a Vice President of Colonial and Europe analyst at Colonial, Stein
Roe and Newport, has co-managed International Horizons Fund since March, 2000.
Prior to working at Newport, Ms. Snee spent five years at Sit/Kim as an emerging
markets analyst.


                                       25

<PAGE>
TRUST MANAGEMENT ORGANIZATIONS

Ophelia Barsketis, a senior vice president of Colonial, has co-managed the
Global Equity Fund since March, 2000. Ms. Barsketis joined Stein Roe, an
affiliate of Colonial, 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, a senior vice president of Colonial and senior research
analyst for global and domestic equities and global economic forecasting for
Stein Roe, has co-managed the Global Equity Fund since March, 2000. Ms. Jansen
joined Stein Roe in 1987 and served as an associate economist and senior
economist before assuming her current responsibilities, which include managing
other Stein Roe and Colonial Funds. Ms. Jansen left Stein Roe in January, 1995
and returned to her position as a 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.

Colonial will use Newport's trading facilities when buying or selling foreign
securities for the Funds' portfolios. Newport executes all trades under its own
procedures.

Colonial's investment advisory business is managed together with the mutual
funds and institutional investment advisory businesses of its affiliate, Stein
Roe. Colonial is part of a larger business unit that includes several separate
legal entities known as Liberty Funds Group LLC (LFG). The LFG business unit and
Stein Roe are managed by a single management team. Stein Roe, Colonial and the
other LFG entities also share personnel, facilities and systems that may be used
in providing administrative or operational services to the Fund. Stein Roe and
Colonial are registered investment advisors. Colonial, the other entities that
make up LFG and Stein Roe are subsidiaries of Liberty Financial Companies, Inc.


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, 2000, Stein Roe managed over $20.5
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, a senior vice president of Stein Roe, has co-managed the
Global Utilities Fund since November, 1997.

Deborah A. Jansen, a senior vice president and senior research analyst for
global and domestic equities and global economic forecasting for Stein Roe, has
co-managed the Global Utilities Fund since November, 1997.

Stein Roe will use Newport's trading facilities when buying or selling foreign
securities for the Fund's portfolio. Newport executes all trades under its own
procedures.

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, 2000, LAMCO managed over $1.8
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 portfolio management agreements
among the Trust, LAMCO and the Portfolio Managers. The management agreements
permit 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.


                                       26

<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.

- -    Glen E. Bickerstaff, Managing Director - U.S. Equities of TCW Investment
     Management Company

A more complete description of each Portfolio Manager is included in the
Statement of Additional Information. 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, 2000, Newport managed over $1.4 billion 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, president and a managing director,
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.


CRABBE HUSON

Crabbe Huson, an investment advisor since 1980, is the Sub-Advisor of the Real
Estate Fund. Crabbe Huson's principal address is 121 S.W. Morrison, Suite 1400,
Portland, Oregon 97204. As of March 31, 2000, Crabbe Huson managed over $267
million in assets.

LASC, out of the management fees it receives from the Trust, pays Crabbe Huson a
sub-advisory fee at the annual rate of 0.80% of the average daily net assets of
the Real Estate Fund.

Michael B. Stokes has managed the Real Estate Fund since its inception in June,
1999. Mr. Stokes joined Crabbe Huson in August, 1996. Prior to joining Crabbe
Huson, he was a financial analyst for Salomon Brothers from July, 1994 to June,
1996.

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.


RULE 12b-1 PLAN

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

                                       27

<PAGE>
                     OTHER INVESTMENT STRATEGIES AND RISKS

The primary investment strategies of each Fund and the associated risks are
described above in each Fund's individual description. This section describes
other investments a Fund may make and the risks associated with them. In seeking
to achieve its goals, each Fund may invest in various types of securities and
engage in various investment techniques which are not the principal 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'
Statement of Additional Information, 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.


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
judgment 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, U.S. Growth & Income Fund, High Yield 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 structure risk that is present in a Fund because of its investments in
mortgage-backed securities and asset-backed 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
security. 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 do not pay interest in cash on a current basis, but instead accrue
interest over the life of the bond. As a result, these securities are issued at
a deep discount. The value of these securities may fluctuate more than similar
securities that pay interest periodically. Although these securities pay no
interest to holders prior to maturity, interest on these securities is reported
as income to the Fund and distributed to its shareholders.


CONVERTIBLE SECURITIES

(U.S. Growth & Income Fund, High Yield Fund) Convertible securities are
preferred stocks or bonds that pay a fixed dividend or interest payment and are
convertible into common stocks at a specified price or conversion ratio. The
risk of investing in convertible securities is the value of the underlying
securities will fluctuate.


                                       28

<PAGE>
OTHER INVESTMENT STRATEGIES AND RISKS

DERIVATIVE 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, commonly referred to as derivatives, involve the
use of financial instruments whose value depends on, or are derived from, the
value of an underlying security, index or currency. A Fund may use these
strategies to adjust the Fund's sensitivity to changes in interest rates or for
other hedging purposes (e.g., attempting to offset a potential loss in one
position by establishing an interest in an opposite position). Derivative
strategies involve the risk that they may exaggerate a loss, potentially losing
more money than the actual cost of the derivative, or limit a potential gain.
Also, with some derivative 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.

TEMPORARY DEFENSIVE STRATEGIES

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, a 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 goals.


                                       29

<PAGE>


                              FINANCIAL HIGHLIGHTS


The financial highlights tables 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 is included in the
Funds' financial statements which have been audited by PricewaterhouseCoopers
LLP, independent accountants, whose reports, along with the Funds' financial
statements, is included in the Funds' 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,

                                                           1999        1998        1997          1996          1995
  PER SHARE OPERATING PERFORMANCE:
<S>                                                     <C>          <C>         <C>          <C>           <C>
  Net asset value, beginning of year ($)                  13.76        11.92       10.70        10.50          8.11

  Net investment income (a)                                0.28        0.24        0.46          0.46          0.46

  Net realized and unrealized gains (losses)
     on investments                                        3.63        1.93        2.62          0.23          2.39

  Total from investment operations                         3.91        2.17        3.08          0.69          2.85

  Less distributions:
     Dividends from net investment income                 (0.23)      (0.21)      (0.48)        (0.49)        (0.46)

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

     Dividends from net realized gains on investments     (0.29)      (0.11)      (1.38)         ---            ---

  Total distributions                                     (0.52)      (0.33)      (1.86)        (0.49)        (0.46)

  Net asset value, end of year ($)                        17.15        13.76       11.92        10.70          10.50

  TOTAL RETURN:
     Total investment return (%)(b)                       28.63        18.33       28.75         6.53          35.15

  RATIOS/SUPPLEMENTAL DATA:
  Net assets, end of year (000) ($)                      110,150      71,186      54,603        47,907        51,597

  Ratio of  expenses to average net assets (%)(c)          0.77        0.82        0.83          0.81          0.83

  Ratio of net investment income to
     average net assets (%)(c)                             1.91        1.90        3.96          4.36          4.98

  Portfolio turnover ratio (%)                              52          53          89            14            18
</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.





                                       30

<PAGE>
FINANCIAL HIGHLIGHTS




COLONIAL SMALL CAP VALUE FUND, VARIABLE SERIES

<TABLE>
<CAPTION>
                                                                  Year Ended        Period Ended
                                                                  December 31,      December 31,
                                                                     1999             1998***

  PER SHARE OPERATING PERFORMANCE:
<S>                                                               <C>               <C>
  Net asset value, beginning of period ($)                           8.59              10.00

  Net investment income (a)                                          0.02               0.08

  Net realized and unrealized gains (losses) on investments          0.52              (1.41)

  Total from investment operations                                   0.54              (1.33)

  Less distributions:
     Dividends from net investment income                           (0.01)             (0.07)

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

  Total distributions                                               (0.01)             (0.08)

  Net asset value, end of year                                       9.12               8.59

  TOTAL RETURN
     Total investment return (%)(b)(c)                               6.34            (13.25)**

  RATIOS/SUPPLEMENTAL DATA:
  Net assets, end of year (000) ($)                                 3,817              1,782

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

  Ratio of net investment income to
     average net assets (%) (d)                                      0.23              1.41*

  Portfolio turnover ratio (%)                                        74                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)      Had the manager not waived or reimbursed a portion of expenses, total
         return would have been reduced.

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

(e)      If the Fund had paid all of its expenses and there had been no
         reimbursement from the Manager, these ratios would have been 3.66% and
         4.32% (annualized), respectively.





                                       31

<PAGE>
FINANCIAL HIGHLIGHTS



COLONIAL U.S. GROWTH & INCOME FUND, VARIABLE SERIES
<TABLE>
<CAPTION>
                                                                              Years Ended December 31,

                                                          1999          1998           1997         1996           1995
  PER SHARE OPERATING PERFORMANCE:
<S>                                                    <C>           <C>            <C>          <C>            <C>
  Net asset value, beginning of year ($)                 18.79          16.29         14.22         12.36          10.27


  Net investment income (a)                               0.14          0.16           0.20         0.19           0.21


  Net realized and unrealized gains on investments        2.07          3.12           4.37         2.52           2.84

  Total from investment operations                        2.21          3.28           4.57         2.71           3.05

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

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

     Dividends from net realized gains on                (1.04)        (0.64)         (2.30)       (0.68)         (0.80)
     investments

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

  Total distributions                                    (1.15)        (0.78)         (2.50)       (0.85)         (0.96)

  Net asset value, end of year ($)                       19.85          18.79         16.29         14.22          12.36

  TOTAL RETURN:
     Total investment return (%) (b)                     12.00          20.15         32.23         21.84        29.70(c)

  RATIOS/SUPPLEMENTAL DATA:
  Net assets, end of period (000) ($)                   212,355        146,239        96,715       60,855         43,017


  Ratio of expenses to average net assets (%) (d)         0.88          0.90           0.94         0.95          1.00(e)


  Ratio of net investment income to
     average net assets (%) (d)                           0.69          0.88           1.19         1.39          1.72(c)


  Portfolio turnover ratio (%)                            101            64             63           77             115
</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)      Computed giving effect to Manager's expense limitation undertaking.

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

(e)      If the Fund had paid all of its expenses and there had been no
         reimbursement from the Manager, this ratio would have been 1.07%.





                                       32

<PAGE>
FINANCIAL HIGHLIGHTS



COLONIAL STRATEGIC INCOME FUND, VARIABLE SERIES

<TABLE>
<CAPTION>
                                                                                 Years Ended December 31,
                                                             1999          1998          1997          1996            1995
  PER SHARE OPERATING PERFORMANCE:
<S>                                                        <C>            <C>           <C>           <C>          <C>
  Net asset value, beginning of year ($)                    11.08          11.15         11.04         10.99           9.79

  Net investment income (a)                                  0.95          0.91          0.90          0.92            0.55

  Net realized and unrealized gains (losses)
     on investments and foreign currency transactions       (0.75)        (0.24)         0.11          0.16            1.24

  Total from investment operations                           0.20          0.67          1.01          1.08            1.79

  Less distributions:
     Dividends from net investment income                   (0.84)        (0.72)        (0.79)        (0.96)          (0.56)

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

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

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

  Total distributions                                       (0.84)        (0.74)        (0.90)        (1.03)          (0.59)

  Net asset value, end of year ($)                          10.44          11.08         11.15         11.04          10.99

  TOTAL RETURN:
     Total investment return (%) (b)                         1.78          6.03         9.11(c)       9.83(c)        18.30(c)

  RATIOS/SUPPLEMENTAL DATA:

  Net assets, end of year (000) ($)                        170,702        118,985       73,175        53,393          48,334

  Ratio of expenses to average net assets (%) (e)            0.75          0.78         0.80(d)       0.80(d)        0.84(d)

  Ratio of net investment income to
     average net assets (%) (e)                              8.57          7.92         7.86(c)       8.13(c)        8.08(c)

  Portfolio turnover ratio (%)                                35            50            94            114            281
</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)      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% and 0.94%, respectively.

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





                                       33

<PAGE>
FINANCIAL HIGHLIGHTS



COLONIAL HIGH YIELD SECURITIES FUND, VARIABLE SERIES
<TABLE>
<CAPTION>
                                                                                           Year Ended         Period Ended
                                                                                          December 31,        December 31,
                                                                                             1999               1998***
  PER SHARE OPERATING PERFORMANCE:
<S>                                                                                        <C>                 <C>
  Net asset value, beginning of year ($)                                                     9.31                10.00

  Net investment income (a)                                                                  0.88                0.48

  Net realized and unrealized losses                                                        (0.72)              (0.74)

  Total from investment operations                                                           0.16               (0.26)

  Less distributions:
     Dividends from net investment income                                                   (0.62)              (0.43)

     In excess of net investment income                                                       ---               (0.00)

  Total distributions                                                                       (0.62)              (0.43)

  Net asset value, end of year ($)                                                           8.85                9.31

  TOTAL RETURN:
     Total investment return (%) (b)(c)                                                      1.65              (2.57)**

  RATIOS/SUPPLEMENTAL DATA:
  Net assets, end of year (000) ($)                                                         15,358               5,915


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


  Ratio of net investment income to average net assets (%) (c)(d)                            9.36                7.93*

  Portfolio turnover ratio (%)                                                                16                 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)      The benefits derived from custody credits and directed brokerage
         arrangements had no impact.

(e)      If the Fund had paid all of its expenses and there had been no
         reimbursement from the Manager, these ratios would have been 1.28% and
         1.84% (annualized), respectively.




                                       34

<PAGE>
FINANCIAL HIGHLIGHTS



LIBERTY ALL-STAR EQUITY FUND, VARIABLE SERIES
<TABLE>
<CAPTION>
                                                                Year Ended December 31,          Period Ended
                                                                                                 December 31,
                                                                  1999            1998             1997***
  PER SHARE OPERATING PERFORMANCE:
<S>                                                            <C>             <C>              <C>
  Net asset value, beginning of year ($)                         11.90            10.07           10.00

  Net investment income (a)                                       0.06            0.06             0.01

  Net realized and unrealized gains on investments                0.94            1.82             0.07

  Total from investment operations                                1.00            1.88             0.08

  Less distributions:
     Dividends from net investment income                        (0.05)          (0.05)           (0.01)

     Dividends form net realized gains on investments            (0.38)            ---             ---

  Total distributions                                            (0.43)          (0.05)           (0.01)

  Net asset value, end of year ($)                               12.47            11.90           10.07

  TOTAL RETURN:
     Total investment return (%)(b)                               8.47          18.67(c)           0.80**(c)

  RATIOS/SUPPLEMENTAL DATA:

  Net assets, end of year (000) ($)                              80,095          44,870           22,228

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

  Ratio of net investment income to
     average net assets (%) (d)                                   0.47           0.54(c)           0.83*(c)

  Portfolio turnover ratio (%)                                     75              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)      The benefits derived from custody credits and directed brokerage
         arrangements had no impact.

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





                                       35

<PAGE>
FINANCIAL HIGHLIGHTS





NEWPORT TIGER FUND, VARIABLE SERIES
<TABLE>
<CAPTION>
                                                                          Years Ended December 31,              Period Ended
                                                                                                                December 31,
                                                                 1999        1998        1997        1996         1995***
  PER SHARE OPERATING PERFORMANCE:
<S>                                                             <C>         <C>         <C>         <C>         <C>
  Net asset value, beginning of year ($)                         1.57        1.71        2.52        2.28          2.00

  Net investment income (a)                                      0.03        0.03        0.03        0.03          0.01

  Net realized and unrealized gains (losses) on investments      1.04       (0.14)      (0.81)       0.24          0.29

  Total from investment operations                               1.07       (0.11)      (0.78)       0.27          0.30

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

     In excess of net investment income                           ---         ---       (0.01)        ---         (0.01)
  Total distributions                                           (0.02)      (0.03)      (0.03)      (0.03)        (0.02)

  Net asset value, end of year ($)                               2.62        1.57        1.71        2.52          2.28

  TOTAL RETURN:
     Total investment return (%)(b)                              68.01      (6.43)      (31.14)      11.73        15.00**

  RATIOS/SUPPLEMENTAL DATA:
  Net assets, end of year (000) ($)                             46,125      23,655      24,934      34,642        18,977

  Ratio of expenses to average net assets (%)(c)                 1.21        1.30        1.25        1.27          1.75*

  Ratio of net investment income to average net assets (%)(c)    1.65        2.16        1.14        1.20          0.89*

  Portfolio turnover ratio (%)                                    12          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.






                                       36

<PAGE>
FINANCIAL HIGHLIGHTS




COLONIAL INTERNATIONAL HORIZONS FUND, VARIABLE SERIES

<TABLE>
<CAPTION>
                                                                         Period Ended
                                                                         December 31,
                                                                         1999***
  PER SHARE OPERATING PERFORMANCE:
<S>                                                                      <C>
  Net asset value, beginning of period ($)                                10.00

  Net investment income (a)                                               0.06

  Net realized and unrealized gain on investments and
  foreign currency transactions                                           2.36

  Total from investment operations                                        2.42

  Less distributions:
     Dividends from net investment income                                (0.05)

     In excess of net investment income                                  (0.06)

  Total distributions                                                    (0.11)

  Net asset value, end of period ($)                                      12.31

  TOTAL RETURN
     Total investment return (%)(b)(c)                                   24.24**

  RATIOS/SUPPLEMENTAL DATA:
  Net assets, end of period (000) ($)                                     7,707

  Ratio of expenses to average net assets (%) (d)(e)                      1.40*

  Ratio of net investment income to
     average net assets (%) (d)                                           0.85*

  Portfolio turnover ratio (%)                                             1**
</TABLE>

*        Annualized.

**       Not Annualized.

***      For the period from the commencement of operations June 1, 1999 to
         December 31, 1999.

(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)      Had the Manager not waived or reimbursed a portion of expenses, total
         return would have been reduced.

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

(e)      If the Fund had paid all of its expenses and there had been no
         reimbursement from the Manager, this ratio would have been 2.36%
         (annualized).




                                       37

<PAGE>
FINANCIAL HIGHLIGHTS



COLONIAL GLOBAL EQUITY FUND, VARIABLE SERIES

<TABLE>
<CAPTION>
                                                                        Period Ended
                                                                        December 31,
                                                                           1999***
  PER SHARE OPERATING PERFORMANCE:
<S>                                                                      <C>
  Net asset value, beginning of period ($)                                10.00

  Net investment income (a)                                               0.04

  Net realized and unrealized losses on investments                       1.22

  Total from investment operations                                        1.26

  Less distributions:
     Dividends from net investment income                                (0.05)

  Total distributions                                                    (0.05)

  Net asset value, end of period ($)                                      11.21

  TOTAL RETURN
     Total investment return (%)(b)(c)                                   12.57**

  RATIOS/SUPPLEMENTAL DATA:
  Net assets, end of period (000) ($)                                     7,284

  Ratio of expenses to average net assets (%) (d)(e)                      1.40*

  Ratio of net investment income to                                       0.55*
     average net assets (%) (d)

  Portfolio turnover ratio (%)                                             1**
</TABLE>

*        Annualized.

**       Not Annualized.

***      For the period from the commencement of operations June 1, 1999 to
         December 31, 1999.

(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)      Had the Manager not waived or reimbursed a portion of expenses, total
         return would have been reduced.

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

(e)      If the Fund had paid all of its expenses and there had been no
         reimbursement from the Manager, this ratio would have been 2.23%
         (annualized).




                                       38

<PAGE>
FINANCIAL HIGHLIGHTS





CRABBE HUSON REAL ESTATE INVESTMENT FUND, VARIABLE SERIES

<TABLE>
<CAPTION>
                                                                       Period Ended
                                                                       December 31,
                                                                          1999***
  PER SHARE OPERATING PERFORMANCE:
<S>                                                                    <C>
  Net asset value, beginning of period ($)                                10.00

  Net investment income (a)                                               0.31

  Net realized and unrealized losses on investments                      (1.70)

  Total from investment operations                                       (1.39)

  Less distributions:
     Dividends from net investment income                                (0.22)

     Return of capital                                                   (0.05)

  Total distributions                                                    (0.27)

  Net asset value, end of period ($)                                      8.34

  TOTAL RETURN
     Total investment return (%)(b)(c)                                  (13.80)**

  RATIOS/SUPPLEMENTAL DATA:
  Net assets, end of period (000) ($)                                     2,180

  Ratio of expenses to average net assets (%) (d)(e)                      1.45*

  Ratio of net investment income to
     average net assets (%) (d)                                           5.90*

  Portfolio turnover ratio (%)                                            57**
</TABLE>

*        Annualized.

**       Not Annualized.

***      For the period from the commencement of operations June 1, 1999 to
         December 31, 1999.

(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)      Had the Manager not waived or reimbursed a portion of expenses, total
         return would have been reduced.

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

(e)      If the Fund had paid all of its expenses and there had been no
         reimbursement from the Manager, this ratio would have been 4.25%
         (annualized).







                                       39

<PAGE>



                             SHAREHOLDER INFORMATION


PURCHASES AND REDEMPTIONS The Participating Insurance Companies place daily
orders to purchase and redeem shares of the Funds. These orders generally
reflect the net effect of instructions they receive from holders of their VA
contracts and VLI policies and certain other terms of those contracts and
policies. The Trust issues and redeems shares at net asset value (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 FUNDS CALCULATE NET ASSET VALUE 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 therefore the NAV of a Fund's shares may change on days when
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.





                                       40

<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 Statement of Additional Information for more
information on the Funds and the securities in which they invest. The Statement
of Additional Information 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 Statement of Additional Information,
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 Edgar database on the Securities and Exchange Commission internet site 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
electronic request at the e-mail address [email protected] or by writing the:

Public Reference Room
Securities and Exchange Commission
Washington, DC 20549-0102

Information on the operation of the Public Reference Room may be obtained by
calling 1-202-942-8090.

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. Growth & Income 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

Colonial International Horizons Fund, Variable Series

Colonial Global Equity Fund, Variable Series

Crabbe Huson Real Estate Investment Fund, Variable Series


<PAGE>

                        LIBERTY VARIABLE INVESTMENT TRUST


PROSPECTUS DATED MAY 1, 2000


Stein Roe Global Utilities Fund, Variable Series
Colonial U.S. Growth & Income Fund, Variable Series
Colonial High Yield Securities Fund, Variable Series
Liberty All-Star Equity Fund, Variable Series
Colonial International Horizons Fund, Variable Series
Crabbe Huson Real Estate Investment Fund, Variable Series


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

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

                                     * * * *
Although trust shares have been registered with the Securities and Exchange
Commission, the Commission has not approved or disapproved 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
Stein Roe Global Utilities Fund, Variable Series...........................  4
Colonial U.S. Growth & Income Fund, Variable Series........................  6
Colonial High Yield Securities Fund, Variable Series.......................  8
Liberty All-Star Equity Fund, Variable Series..............................  11
Colonial International Horizons Fund, Variable Series......................  14
Crabbe Huson Real Estate Investment Fund, Variable Series..................  15

TRUST MANAGEMENT ORGANIZATIONS ............................................  16

The Trustees...............................................................  16
Investment Advisor:  Liberty Advisory Services Corp........................  16
Investment Sub-Advisors and Portfolio Managers.............................  16
Rule 12b-1 Plan............................................................  19

OTHER INVESTMENT STRATEGIES AND RISKS .....................................  20

Structure Risk.............................................................  20
Zero Coupon Bonds..........................................................  20
Convertible Securities.....................................................  20
Derivative Strategies......................................................  20
Temporary Defensive Strategies.............................................  20

FINANCIAL HIGHLIGHTS ......................................................  21

SHAREHOLDER INFORMATION ...................................................  27

Purchases and Redemptions..................................................  27
How the Funds Calculate Net Asset Value....................................  27
Dividends and Distributions................................................  27
Tax Consequences...........................................................  27


                                       2

<PAGE>

                                    THE TRUST

Liberty Variable Investment Trust (Trust) includes twelve separate mutual funds
(Funds), each with its own investment goals 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
an investment sub-advisor (Sub-Advisor) for each Fund, and all of the
Sub-Advisors are affiliates of LASC. Each Fund has the following Sub-Advisor:


<TABLE>
<CAPTION>
                                 FUND                                                            SUB-ADVISOR
- --------------------------------------------------------------------------------------------------------------------------------
<S>                                                                               <C>
Colonial U.S. Growth & Income Fund, Variable Series (U.S. Growth & Income         Colonial Management Associates, Inc. (Colonial)
           Fund) (formerly Colonial U.S. Stock Fund, Variable Series)
Colonial High Yield Securities Fund, Variable Series (High Yield Fund)
Colonial International Horizons Fund, Variable Series (International Horizons
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)
- --------------------------------------------------------------------------------------------------------------------------------
Crabbe Huson Real Estate Investment Fund, Variable Series (Real Estate Fund)      Crabbe Huson Group, Inc. (Crabbe Huson)
- --------------------------------------------------------------------------------------------------------------------------------
</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 underwriter of
the Funds is Liberty Funds Distributor, Inc. (LFD). LFD is an affiliate 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).

Additional strategies that are not primary investment strategies and the risks
associated with them are described below under "Other Investment Strategies and
Risks."

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 prevent the Fund from achieving its goals. It is possible to lose money by
investing in the Fund.

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

Utility company securities are subject to special risks. These securities are
especially affected by changes in interest rates, as well as by general
competitive and market forces in the industry. As interest rates increase, the
value of securities of utility companies tends to decrease, and vice versa. 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.

Foreign securities are subject to special risks. Foreign stock markets can be
extremely volatile. Fluctuations in currency exchange rates may impact the value
of foreign securities without a change in the intrinsic value of those
securities. 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. 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 calendar year total returns. The performance table
following the bar chart shows how the Fund's average annual returns compare with
those of a broad measure of market performance for 1 year, 5 years and the life
of the Fund. The Fund's return is compared to the Standard & Poor's Utilities
Index (S&P Index), an unmanaged index that tracks the performance of domestic
utility stocks, and the Morgan Stanley Capital International World Index ND
(MSCI Index), 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
indices. The Fund's return is also compared to the average return of the funds
included in the Lipper Utilities Annuities Funds category average (Lipper
Average). This Lipper Average, which is calculated by Lipper, Inc., is composed
of funds with similar investment objectives to the Fund. Sales charges are not
reflected in the Lipper Average. 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. Performance results include the effect of expense reduction
arrangements, if any. As with all mutual funds, past performance does not
predict the Fund's future performance. 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>
<S>       <C>
1994      -10.27%
1995       35.15%
1996        6.53%
1997       28.75%
1998       18.33%
1999       28.63%
</TABLE>


The Fund's year-to-date total return through March 31, 2000 was +8.05%.

For period shown in bar chart:

Best quarter:  4th quarter 1999, +24.73%

Worst quarter: 1st quarter 1994, -8.91%

AVERAGE ANNUAL TOTAL RETURNS - FOR PERIODS ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
                                             INCEPTION                                  LIFE OF THE
                                               DATE          1 YEAR        5 YEARS         FUND
Fund (%)                                      7/1/93          28.63         23.06          15.04
- -----------------------------------------------------------------------------------------------------
<S>                                          <C>             <C>           <C>          <C>
MSCI Index (%)                                  N/A           24.93         19.76         16.86(1)
- -----------------------------------------------------------------------------------------------------
S&P Index (%)                                   N/A           -8.88         13.66          9.11(1)
- -----------------------------------------------------------------------------------------------------
Lipper Average (%)                              N/A           15.40         19.64         12.14(1)
</TABLE>


(1)  Performance information is from June 30, 1993.


                                       5

<PAGE>

               COLONIAL U.S. GROWTH & INCOME FUND, VARIABLE SERIES


INVESTMENT GOALS

The Fund seeks long-term growth and income.

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. Up to 10% of the Fund's assets may be
invested in debt securities.

In selecting debt securities for the Fund, Colonial may invest in:

         -        debt securities that are convertible into common stock;

         -        corporate debt securities rated investment-grade by at least
                  two nationally recognized rating organizations (investment
                  grade stocks have a rating of BBB or higher by Standard &
                  Poor's Ratings Services or Baa or higher by Moody's Investors
                  Service, Inc.); and

         -        debt securities issued or guaranteed by the U.S. government.

In managing the Fund, Colonial uses a value investing strategy that focuses on
buying stocks cheaply when they are undervalued 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.

Additional strategies that are not primary investment strategies and the risks
associated with them are described below under "Other Investment Strategies and
Risks."

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 prevent the Fund from achieving its goals. It is possible to lose money by
investing in the Fund.

Market risk is the risk that the price of a security held by the Fund will fall
due to changing market, economic or political conditions. Market risk includes
interest rate risk.

Because the Fund may invest in debt securities issued by private entities,
including corporate bonds and privately issued mortgage-backed and asset-backed
securities, the Fund is subject to issuer risk. Issuer risk is the possibility
that changes in the financial condition of the issuer of a security, changes in
general economic conditions, or changes in economic conditions that affect the
issuer may impact its willingness or ability to make timely payments of interest
or principal. This could result in a decrease in the price of the security and
in some cases a decrease in income.

Interest rate risk is the risk of a change 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.

Value stocks are securities of companies that 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 not approach the value Colonial
has placed on it.


                                       6

<PAGE>
THE FUNDS Colonial U.S. Growth & 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 calendar year total returns. The performance table
following the bar chart shows how the Fund's average annual returns compare with
those of a broad measure of market performance for 1 year, 5 years and the life
of the Fund. The Fund's return is compared 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. 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 indices. The Fund's return is also compared to the average
return of the funds included in the Lipper Growth & Income Annuities Funds
category average (Lipper Average). This Lipper Average, which is calculated by
Lipper, Inc., is composed of funds with similar investment objectives to the
Fund. Sales charges are not reflected in the Lipper Average. 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. Performance results include the effect of expense
reduction arrangements, if any. If these arrangements were not in place, then
the performance results would have been lower. Any expense reduction
arrangements may be discontinued at any time. As with all mutual funds, past
performance does not predict the Fund's future performance. 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>
<S>             <C>
1995            29.70%
1996            21.84%
1997            32.23%
1998            20.15%
1999            12.00%
</TABLE>

The Fund's year-to-date total return through March 31, 2000 was +0.40%.

For period shown in bar chart:

Best quarter:  4th quarter 1998, +21.79%

Worst quarter: 3rd quarter 1998, -14.16%

AVERAGE ANNUAL TOTAL RETURNS - FOR PERIODS ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
                                             INCEPTION                                 LIFE OF THE
                                               DATE          1 YEAR       5 YEARS         FUND
<S>                                          <C>             <C>          <C>          <C>
Fund (%)                                      7/5/94          12.00        22.97          21.64
- ---------------------------------------------------------------------------------------------------
S&P Index (%)                                   N/A           21.03        28.54         26.73(2)
- ---------------------------------------------------------------------------------------------------
Lipper Average (%)                              N/A           14.63        21.86         20.42(2)
</TABLE>


(2)  Performance information is from June 30, 1994.


                                       7

<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 goals by investing primarily in lower-rated
corporate debt securities. These securities have the following ratings:

- -        BBB through C by Standard & Poor's Ratings Services;

- -        Baa through D by Moody's Investors, Service, 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.

Additional strategies that are not primary investment strategies and the risks
associated with them are described below under "Other Investment Strategies and
Risks."


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 prevent the Fund from achieving its goals. It is possible to lose money by
investing in the Fund.

Market risk is the risk that the price of a security held by the Fund will fall
due to changing market, economic or political conditions. Market risk includes
interest rate risk.

Interest rate risk is the risk of a change 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 debt securities issued by private entities,
including corporate bonds and privately issued mortgage-backed and asset-backed
securities, the Fund is subject to issuer risk. Issuer risk is the possibility
that changes in the financial condition of the issuer of a security, changes in
general economic conditions, or changes in economic conditions that affect the
issuer may impact its willingness or ability to make timely payments of interest
or principal. This could result in a decrease in the price of the security and
in some cases a decrease in income.

Lower-rated debt securities involve greater risk of loss due to credit
deterioration and are less liquid, especially during periods of economic
uncertainty or change, than higher quality debt securities. Lower-rated debt
securities have the added risk that the issuer of the security may default and
not make payment of interest or principal.


                                       8

<PAGE>

THE FUNDS Colonial High Yield Securities Fund, Variable Series


Foreign securities are subject to special risks. Foreign stock markets can be
extremely volatile. Fluctuations in currency exchange rates may impact the value
of foreign securities without a change in the intrinsic value of those
securities. 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. 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 subject to additional risk. The risks of foreign
investments are typically increased in less developed 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.


                                       9

<PAGE>

THE FUNDS Colonial High Yield Securities Fund, Variable Series


PERFORMANCE HISTORY

The bar chart below shows the Fund's performance by illustrating the Fund's
calendar year total return. The performance table following the bar chart shows
how the Fund's average annual returns compare with those of a broad measure of
market performance for 1 year and the life of the Fund. The Fund's return is
compared to the CS First Boston Global High Yield Index (CS Index), an unmanaged
index that tracks the performance of high yield bond funds. 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 indices. The
Fund's return is also compared to the average return of the funds included in
the Lipper High Current Yield - Annuities Funds category average (Lipper
Average). This Lipper Average, which is calculated by Lipper, Inc., is composed
of funds with similar investment objectives to the Fund. Sales charges are not
reflected in the Lipper Average. 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. Performance results include the effect of expense reduction
arrangements, if any. If these arrangements were not in place, then the
performance results would have been lower. Any expense reduction arrangements
may be discontinued at any time. As with all mutual funds, past performance does
not predict the Fund's future performance. 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>
<S>            <C>
1999           1.65%
</TABLE>

The Fund's year-to-date total return through March 31, 2000 was -1.36%.

For period shown in bar chart:

Best quarter:  1st quarter 1999, +3.11%

Worst quarter: 3rd quarter 1999, -1.90%


AVERAGE ANNUAL TOTAL RETURNS - FOR PERIODS ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
                                             INCEPTION       1 YEAR        LIFE OF THE
                                               DATE                           FUND
<S>                                          <C>             <C>           <C>
Fund (%)                                      5/19/98         1.65           (0.59)
- ---------------------------------------------------------------------------------------
CS Index (%)                                    N/A           3.28            0.06(3)
- ---------------------------------------------------------------------------------------
Lipper Average (%)                              N/A           4.04           (0.28)(3)
</TABLE>


(3)  Performance information is from April 30, 1998.


                                       10

<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 as follows:

         -        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.

         -        TCW Investment Management Company incorporates secular
                  growth trends and uses a "bottom-up" approach by investing in
                  primarily large-cap companies that have distinct business
                  model advantages.

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.


                                       11

<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 and Liberty
All-Star Growth & Income Fund, a multi-managed open-ended fund. These funds have
the same investment objective and investment program as the Fund, and currently
have the same Portfolio Managers. LAMCO expects that these 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.

Additional strategies that are not primary investment strategies and the risks
associated with them are described below under "Other Investment Strategies and
Risks."


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 prevent the Fund from achieving its goals. It is possible to lose money by
investing in the Fund.

Market risk is the risk that the price of a security held by the Fund will fall
due to changing market, economic or political conditions. Market risk includes
interest rate risk.

Interest rate risk is the risk of a change 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.

Value stocks are securities of companies that 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 the Portfolio Managers' assessment of a
company's prospects is wrong, the price of its stock may not approach the value
the Portfolio Managers have placed on it.


                                       12

<PAGE>

THE FUNDS Liberty All-Star Equity 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 calendar year total returns. The performance table
following the bar chart shows how the Fund's average annual returns compare with
those of a broad measure of market performance for 1 year and the life of the
Fund. The Fund's return is compared to the Russell 3000 Index (Russell Index), a
capitalization weighted total return index which is comprised of 3000 of the
largest capitalized U.S. domiciled companies whose common stock is traded in the
United States on the New York Stock Exchange, American Stock Exchange and
NASDAQ. 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 indices. The Fund's return is also compared to the average return of
the funds included in the Lipper Growth & Income - Annuities Funds category
average (Lipper Average). This Lipper Average, which is calculated by Lipper,
Inc., is composed of funds with similar investment objectives to the Fund. Sales
charges are not reflected in the Lipper Average. 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. Performance results include the effect of expense
reduction arrangements, if any. If these arrangements were not in place, then
the performance results would have been lower. Any expense reduction
arrangements may be discontinued at any time. As with all mutual funds, past
performance does not predict the Fund's future performance. 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>
<S>           <C>
1998          18.67%
1999           8.47%
</TABLE>

The Fund's year-to-date total return through March 31, 2000 was +5.21%.

For the period shown in bar chart:

Best quarter:  4th quarter 1998, +18.67%

Worst quarter: 3rd quarter 1998, -12.05%

AVERAGE ANNUAL TOTAL RETURNS - FOR PERIODS ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
                                             INCEPTION       1 YEAR        LIFE OF THE
                                               DATE                           FUND
<S>                                          <C>             <C>           <C>
Fund (%)                                     11/17/97          8.47          13.05
- ---------------------------------------------------------------------------------------
Russell Index (%)                               N/A          20.90           23.85(4)
- ---------------------------------------------------------------------------------------
Lipper Average (%)                              N/A          14.63           16.24(4)
</TABLE>

(4) Performance information is from October 31, 1997.

                                       13

<PAGE>

              COLONIAL INTERNATIONAL HORIZONS FUND, VARIABLE SERIES


INVESTMENT GOALS

The Fund seeks long-term growth and preservation of capital purchasing power.

PRIMARY INVESTMENT STRATEGIES

The Fund invests primarily in non-U.S. equity securities which Colonial believes
will provide superior long-term growth. Colonial generally selects stocks of
companies in industries and markets that it believes will react favorably to
inflation in the U.S. economy. Inflation sensitive companies in which the Fund
may invest include:

- -        companies engaged in the development and processing of natural
         resources, and

- -        companies engaged in consumer-oriented businesses.

Additional strategies that are not primary investment strategies and the risks
associated with them are described below under "Other Investment Strategies and
Risks."

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 prevent the Fund from achieving its goals. It is possible to lose money by
investing in the Fund.

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

Foreign securities are subject to special risks. Foreign stock markets can be
extremely volatile. Fluctuations in currency exchange rates may impact the value
of foreign securities without a change in the intrinsic value of those
securities. 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. 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.

As a non-diversified mutual fund, the Fund is allowed to invest a greater
percentage of its total assets in the securities of a single company (and hold
greater than 10% of outstanding voting securities of any issuer). Therefore, the
Fund may have an increased risk of loss compared to a similar diversified mutual
fund.

Emerging markets are subject to additional risk. The risks of foreign
investments are typically increased in less developed 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.

PERFORMANCE HISTORY

Because the Fund has not completed one full calendar year of investment
performance, information related to the Fund's performance has not been included
in this prospectus.

The Fund's return is compared to the Morgan Stanley Capital International EAFE
GDP Index, an unmanaged index that tracks the performance of equity securities
of developed countries outside North America. 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 indices.


                                       14

<PAGE>

            CRABBE HUSON REAL ESTATE INVESTMENT FUND, VARIABLE SERIES


INVESTMENT GOALS

The Fund seeks to provide growth of capital and current income.


PRIMARY INVESTMENT STRATEGIES

Under normal market conditions, the Fund invests at least 75% of its total
assets in equity securities of real estate investment trusts (REITs) and other
real estate industry companies. In managing the Fund, the sub-advisor follows a
basic value contrarian approach in selecting securities for its portfolio.

The contrarian approach puts primary emphasis on security price, balance sheet
and cash flow analysis and on the relationship between the market price of a
security and its estimated intrinsic value as a share of an ongoing business.

REITs are pooled investment vehicles that invest primarily in income producing
real estate or real estate related loans or interest. The Fund's REIT
investments will consist primarily of equity REITs which invest the majority of
their assets directly in real estate and derive income primarily from rents.

Other real estate industry companies in which the Fund may invest are companies
that derive at least 50% of their revenues or profits from either (a) the
ownership, development, construction, financing, management or sale of
commercial, industrial or residential real estate or (b) products or services
related to the real estate industry, such as building supplies or mortgage
servicing.

Additional strategies that are not primary investment strategies and the risks
associated with them are described below under "Other Investment Strategies and
Risks."


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 prevent the Fund from achieving its goals. It is possible to lose money by
investing in the Fund.

Market risk is the risk that the price of a security held by the Fund will fall
due to changing market, economic or political conditions. Market risk includes
interest rate risk.

The Fund may invest in equity real estate investment trusts (REITs). REITs are
entities which either own properties or make construction or mortgage loans.
Equity REITs may also include operating or finance companies. Investing in REITs
involves certain unique risks in addition to those risks associated with the
real estate industry in general. The prices of equity REITs are affected by
changes in the value of the underlying property owned by the REITs. REITs are
subject to heavy cash flow dependency and default by borrowers. In addition,
although the Fund does not invest directly in real estate, a REIT investment by
the Fund is subject to certain of the risks associated with the ownership of
real estate. These risks include possible declines in the value of real estate,
risks related to general and local economic conditions, possible lack of
availability of mortgage funds, and changes in interest rates.

The basic value contrarian approach is based on Crabbe Huson's belief that the
securities of many companies often sell at a discount from the securities'
estimated intrinsic value. The Fund attempts to identify and invest in such
undervalued securities in the hope that their market price will rise to their
estimated intrinsic value. If Crabbe Huson's assessment of a company's prospects
is wrong, the price of its stock may not approach the value Crabbe Huson has
placed on it.


PERFORMANCE HISTORY

Because the Fund has not completed one full calendar year of investment
performance, information related to the Fund's performance has not been included
in this prospectus.

The Fund's return is compared to the NAREIT Equity Index, an unmanaged index
that tracks the performance of all equity real estate investment trusts that
trade on the New York Stock Exchange, the American Stock Exchange and the
NASDAQ. 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 indices.


                                       15

<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 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 Funds. 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, 2000, LASC managed over $853 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 1999 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 U.S. Growth & Income Fund, Variable Series                0.80%
             Colonial High Yield Securities Fund, Variable Series               0.60% (1)
             Liberty All-Star Equity Fund, Variable Series                      0.80%
             Colonial International Horizons Fund, Variable Series              0.95% (2)
             Crabbe Huson Real Estate Investment Fund, Variable Series          1.00% (3)
</TABLE>

(1)      The High Yield Fund's advisor has voluntarily agreed to waive its
         management fee and reimburse other expenses so that total expenses of
         the Fund (excluding interest, taxes, 12b-1, brokerage and extraordinary
         expenses) do not exceed 0.80%. As a result the actual management fee
         paid to the advisor for the 1999 fiscal year was 0.12%.

(2)      The International Horizons Fund's advisor has voluntarily agreed to
         waive its management fee and reimburse other expenses so that the total
         expenses of the Fund (excluding interest, taxes, 12b-1, brokerage and
         extraordinary expenses) do not exceed 1.15%. As a result the actual
         management fee paid to the advisor for the 1999 fiscal year was 0.00%.

(3)      The Real Estate Fund's advisor has voluntarily agreed to waive its
         management fee and reimburse other expenses so that total expenses of
         the Fund (excluding interest, taxes, 12b-1, brokerage and extraordinary
         expenses) do not exceed 1.20%. As a result the actual management fee
         paid to the advisor for the 1999 fiscal year was 0.00%.


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. Growth & Income Fund, High Yield Fund and International Horizons Fund.
Colonial's principal business address is One Financial Center, Boston,
Massachusetts 02111. As of March 31, 2000, Colonial managed over $15.7 billion
in assets.


                                       16

<PAGE>

TRUST MANAGEMENT ORGANIZATION


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 U.S. Growth & Income Fund, Variable Series                0.60%
             Colonial High Yield Securities Fund, Variable Series               0.40%
             Colonial International Horizons Fund, Variable Series              0.75%
</TABLE>

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

Mark Stoeckle has managed the U.S. Growth & Income Fund since December, 1996.
Mr. Stoeckle is a senior vice president of Colonial. Prior to joining Colonial
in October, 1996, Mr. Stoeckle was a portfolio manager at Massachusetts
Financial Services Company from January, 1993 to October, 1996.

Carl C. Ericson has co-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 other Colonial taxable income funds
since 1985.

Scott B. Richards, a senior vice president of Colonial, has co-managed the High
Yield Fund since May, 1999. Prior to joining Colonial he was employed with State
Street Research & Management Company as a vice president and a portfolio manager
from January, 1994 to May, 1999.

Charles R. Roberts, a senior vice president of Colonial, has been the lead
manager for the International Horizons Fund since March, 2000. Mr. Roberts is
also a senior vice president of Newport and Newport Pacific Management, Inc.
(Newport Pacific), an affiliate of Colonial. Mr. Roberts has been employed with
Newport and Newport Pacific since November, 1998. Prior to joining Newport and
Newport Pacific, he managed the European component of institutional
international equity accounts at Progress Investment Management (Progress) since
1997. Prior to joining Progress in 1997, he managed the European component of
institutional international equity accounts and was a member of the investment
policy committee at Sit/Kim International (Sit/Kim) since prior to 1994.

Michael Ellis, a senior vice president of Colonial, has co-managed the
International Horizons Fund since March, 2000. Mr. Ellis is also a senior vice
president of Newport and Newport Pacific. Prior to joining Newport and Newport
Pacific in December, 1996, he was a vice president at Matthews International
Capital Management since September, 1991.

Deborah Snee, a Vice President of Colonial and Europe analyst at Colonial, Stein
Roe and Newport, has co-managed International Horizons Fund since March, 2000.
Prior to working at Newport, Ms. Snee spent five years at Sit/Kim as an emerging
markets analyst.

Colonial will use its affiliate, Newport Fund Management, Inc.'s (Newport),
trading facilities when buying or selling foreign securities for the Funds'
portfolios. Newport executes all trades under its own procedures.

Colonial's investment advisory business is managed together with the mutual
funds and institutional investment advisory businesses of its affiliate, Stein
Roe. Colonial is part of a larger business unit that includes several separate
legal entities known as Liberty Funds Group LLC (LFG). The LFG business unit and
Stein Roe are managed by a single management team. Stein Roe, Colonial and the
other LFG entities also share personnel, facilities and systems that may be used
in providing administrative or operational services to the Fund. Stein Roe and
Colonial are registered investment advisors. Colonial, the other entities that
make up LFG and Stein Roe are subsidiaries of Liberty Financial Companies, Inc.


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, 2000, Stein Roe managed over $20.5
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, a senior vice president of Stein Roe, has co-managed the
Global Utilities Fund since November, 1997. 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
funds.


                                       17

<PAGE>

TRUST MANAGEMENT ORGANIZATION


Deborah A. Jansen, a senior vice president and senior research analyst for
global and domestic equities and global economic forecasting for Stein Roe, has
co-managed the Global Utilities Fund since November, 1997. Ms. Jansen joined
Stein Roe in 1987 and served as an associate economist and senior economist
before assuming her current responsibilities, which include managing other Stein
Roe Funds. Ms. Jansen left Stein Roe in January, 1995 and returned to her
position as a 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.

Stein Roe will use Newport's trading facilities when buying or selling foreign
securities for the Fund's portfolio. Newport executes all trades under its own
procedures.


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, 2000, LAMCO managed over $1.8
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 portfolio management agreements
among the Trust, LAMCO and the Portfolio Managers. The management agreements
permit 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.

- -        Glen E. Bickerstaff, Managing Director - U.S. Equities of TCW
         Investment Management Company

A more complete description of each Portfolio Manager is included in the
Statement of Additional Information. 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.


CRABBE HUSON

Crabbe Huson, an investment advisor since 1980, is the Sub-Advisor of the Real
Estate Fund. Crabbe Huson's principal address is 121 S.W. Morrison, Suite 1400,
Portland, Oregon 97204. As of March 31, 2000, Crabbe Huson managed over $267
million in assets.

LASC, out of the management fees it receives from the Trust, pays Crabbe Huson a
sub-advisory fee at the annual rate of 0.80% of the average daily net assets of
the Real Estate Fund.

Michael B. Stokes has managed the Real Estate Fund since its inception in June,
1999. Mr. Stokes joined Crabbe Huson in August, 1996. Prior to joining Crabbe
Huson, he was a financial analyst for Salomon Brothers from July, 1994 to June,
1996.


                                       18

<PAGE>
TRUST MANAGEMENT ORGANIZATION


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.


RULE 12b-1 PLAN

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


                                       19

<PAGE>

                     OTHER INVESTMENT STRATEGIES AND RISKS


The primary investment strategies of each Fund and the associated risks are
described above in each Fund's individual description. This section describes
other investments a Fund may make and the risks associated with them. In seeking
to achieve its goals, each Fund may invest in various types of securities and
engage in various investment techniques which are not the principal 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'
Statement of Additional Information, 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.


STRUCTURE RISK

(U.S. Growth & Income Fund, High Yield 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 structure risk
that is present in a Fund because of its investments in mortgage-backed
securities and asset-backed 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
security. 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, High Yield Fund) Zero coupon bonds do not pay interest
in cash on a current basis, but instead accrue interest over the life of the
bond. As a result, these securities are issued at a deep discount. The value of
these securities may fluctuate more than similar securities that pay interest
periodically. Although these securities pay no interest to holders prior to
maturity, interest on these securities is reported as income to the Fund and
distributed to its shareholders.


CONVERTIBLE SECURITIES

(U.S. Growth & Income Fund, High Yield Fund) Convertible securities are
preferred stocks or bonds that pay a fixed dividend or interest payment and are
convertible into common stocks at a specified price or conversion ratio. The
risk of investing in convertible securities is the value of the underlying
securities will fluctuate.


DERIVATIVE 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, commonly referred to as derivatives, involve the
use of financial instruments whose value depends on, or are derived from, the
value of an underlying security, index or currency. A Fund may use these
strategies to adjust the Fund's sensitivity to changes in interest rates or for
other hedging purposes (e.g., attempting to offset a potential loss in one
position by establishing an interest in an opposite position). Derivative
strategies involve the risk that they may exaggerate a loss, potentially losing
more money than the actual cost of the derivative, or limit a potential gain.
Also, with some derivative 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.

TEMPORARY DEFENSIVE STRATEGIES

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, a 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 goals.


                                       20

<PAGE>

                              FINANCIAL HIGHLIGHTS


The financial highlights tables 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 is included in the
Funds' financial statements which have been audited by PricewaterhouseCoopers
LLP, independent accountants, whose reports, along with the Funds' financial
statements, is included in the Funds' 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,
                                                            1999        1998        1997          1996          1995
<S>                                                     <C>          <C>         <C>            <C>           <C>
  PER SHARE OPERATING PERFORMANCE:
  Net asset value, beginning of year ($)                   13.76       11.92       10.70         10.50          8.11
- ---------------------------------------------------------------------------------------------------------------------
  Net investment income (a)                                 0.28        0.24        0.46          0.46          0.46
- ---------------------------------------------------------------------------------------------------------------------
  Net realized and unrealized gains (losses)
     on investments                                         3.63        1.93        2.62          0.23          2.39
- ---------------------------------------------------------------------------------------------------------------------
  Total from investment operations                          3.91        2.17        3.08          0.69          2.85
- ---------------------------------------------------------------------------------------------------------------------
  Less distributions:
     Dividends from net investment income                  (0.23)      (0.21)      (0.48)        (0.49)        (0.46)
- ---------------------------------------------------------------------------------------------------------------------
     In excess of net investment income                     ---        (0.01)        ---          ---            ---
- ---------------------------------------------------------------------------------------------------------------------
     Dividends from net realized gains on investments      (0.29)      (0.11)      (1.38)         ---            ---
- ---------------------------------------------------------------------------------------------------------------------
  Total distributions                                      (0.52)      (0.33)      (1.86)        (0.49)        (0.46)
- ---------------------------------------------------------------------------------------------------------------------
  Net asset value, end of year ($)                         17.15       13.76       11.92         10.70         10.50
- ---------------------------------------------------------------------------------------------------------------------
  TOTAL RETURN:
     Total investment return (%)(b)                        28.63       18.33       28.75          6.53         35.15
- ---------------------------------------------------------------------------------------------------------------------
  RATIOS/SUPPLEMENTAL DATA:
  Net assets, end of year (000) ($)                      110,150      71,186      54,603        47,907        51,597
- ---------------------------------------------------------------------------------------------------------------------
  Ratio of  expenses to average net assets (%)(c)           0.77        0.82        0.83          0.81          0.83
- ---------------------------------------------------------------------------------------------------------------------
  Ratio of net investment income to
     average net assets (%)(c)                              1.91        1.90        3.96          4.36          4.98
- ---------------------------------------------------------------------------------------------------------------------
  Portfolio turnover ratio (%)                               52           53          89            14            18
</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.


                                       21

<PAGE>
FINANCIAL HIGHLIGHTS


COLONIAL U.S. GROWTH & INCOME FUND, VARIABLE SERIES

<TABLE>
<CAPTION>
                                                                              Years Ended December 31,
                                                          1999          1998           1997         1996           1995
<S>                                                    <C>           <C>             <C>          <C>            <C>
  PER SHARE OPERATING PERFORMANCE:
  Net asset value, beginning of year ($)                 18.79         16.29          14.22        12.36          10.27
- --------------------------------------------------------------------------------------------------------------------------
  Net investment income (a)                               0.14          0.16           0.20         0.19           0.21
- --------------------------------------------------------------------------------------------------------------------------
  Net realized and unrealized gains on investments        2.07          3.12           4.37         2.52           2.84
- --------------------------------------------------------------------------------------------------------------------------
  Total from investment operations                        2.21          3.28           4.57         2.71           3.05
- --------------------------------------------------------------------------------------------------------------------------
  Less distributions:
     Dividends from net investment income                (0.11)        (0.12)         (0.18)       (0.17)         (0.16)
- --------------------------------------------------------------------------------------------------------------------------
     In excess of net investment income                   ---            ---          (0.01)         ---            ---
- --------------------------------------------------------------------------------------------------------------------------
     Dividends from net realized gains on                (1.04)        (0.64)         (2.30)       (0.68)         (0.80)
     investments
- --------------------------------------------------------------------------------------------------------------------------
     In excess of net realized gains                      ---          (0.02)         (0.01)         ---            ---
- --------------------------------------------------------------------------------------------------------------------------
  Total distributions                                    (1.15)        (0.78)         (2.50)       (0.85)         (0.96)
- --------------------------------------------------------------------------------------------------------------------------
  Net asset value, end of year ($)                       19.85         18.79          16.29        14.22          12.36
- --------------------------------------------------------------------------------------------------------------------------
  TOTAL RETURN:
     Total investment return (%) (b)                     12.00         20.15          32.23        21.84          29.70(c)
- --------------------------------------------------------------------------------------------------------------------------
  RATIOS/SUPPLEMENTAL DATA:
  Net assets, end of period (000) ($)                  212,355       146,239         96,715       60,855         43,017
- --------------------------------------------------------------------------------------------------------------------------
  Ratio of expenses to average net assets (%) (d)         0.88          0.90           0.94         0.95           1.00(e)
- --------------------------------------------------------------------------------------------------------------------------
  Ratio of net investment income to
     average net assets (%) (d)                           0.69          0.88           1.19         1.39           1.72(c)
- --------------------------------------------------------------------------------------------------------------------------
  Portfolio turnover ratio (%)                             101            64             63           77            115
</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)      Computed giving effect to Manager's expense limitation
                  undertaking.

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

         (e)      If the Fund had paid all of its expenses and there had been no
                  reimbursement from the Manager, this ratio would have been
                  1.07%.


                                       22

<PAGE>
FINANCIAL HIGHLIGHTS


COLONIAL HIGH YIELD SECURITIES FUND, VARIABLE SERIES

<TABLE>
<CAPTION>
                                                                                           Year Ended        Period Ended
                                                                                          December 31,       December 31,
                                                                                             1999                1998***
<S>                                                                                       <C>                <C>
  PER SHARE OPERATING PERFORMANCE:
  Net asset value, beginning of year ($)                                                     9.31               10.00
- ------------------------------------------------------------------------------------------------------------------------------
  Net investment income (a)                                                                  0.88                0.48
- ------------------------------------------------------------------------------------------------------------------------------
  Net realized and unrealized losses                                                        (0.72)              (0.74)
- ------------------------------------------------------------------------------------------------------------------------------
  Total from investment operations                                                           0.16               (0.26)
- ------------------------------------------------------------------------------------------------------------------------------
  Less distributions:
     Dividends from net investment income                                                   (0.62)              (0.43)
- ------------------------------------------------------------------------------------------------------------------------------
     In excess of net investment income                                                       ---               (0.00)
- ------------------------------------------------------------------------------------------------------------------------------
  Total distributions                                                                       (0.62)              (0.43)
- ------------------------------------------------------------------------------------------------------------------------------
  Net asset value, end of year ($)                                                           8.85                9.31
- ------------------------------------------------------------------------------------------------------------------------------
  TOTAL RETURN:
     Total investment return (%) (b)(c)                                                      1.65               (2.57)**
- ------------------------------------------------------------------------------------------------------------------------------
  RATIOS/SUPPLEMENTAL DATA:
  Net assets, end of year (000) ($)                                                        15,358               5,915
- ------------------------------------------------------------------------------------------------------------------------------
  Ratio of expenses to average net assets (%) (d)(e)                                         0.80                0.80*
- ------------------------------------------------------------------------------------------------------------------------------
  Ratio of net investment income to average net assets (%) (c)(d)                            9.36                7.93*
- ------------------------------------------------------------------------------------------------------------------------------
  Portfolio turnover ratio (%)                                                                 16                  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)      The benefits derived from custody credits and directed
                  brokerage arrangements had no impact.

         (e)      If the Fund had paid all of its expenses and there had been no
                  reimbursement from the Manager, these ratios would have been
                  1.28% and 1.84% (annualized), respectively.


                                       23

<PAGE>
FINANCIAL HIGHLIGHTS


LIBERTY ALL-STAR EQUITY FUND, VARIABLE SERIES

<TABLE>
<CAPTION>
                                                                Year Ended December 31,        Period Ended
                                                                                               December 31,
                                                                  1999            1998            1997***
<S>                                                         <C>                 <C>            <C>
  PER SHARE OPERATING PERFORMANCE:
  Net asset value, beginning of year ($)                         11.90           10.07            10.00
- --------------------------------------------------------------------------------------------------------------
  Net investment income (a)                                       0.06            0.06             0.01
- --------------------------------------------------------------------------------------------------------------
  Net realized and unrealized gains on investments                0.94            1.82             0.07
- --------------------------------------------------------------------------------------------------------------
  Total from investment operations                                1.00            1.88             0.08
- --------------------------------------------------------------------------------------------------------------
  Less distributions:
     Dividends from net investment income                        (0.05)          (0.05)           (0.01)
- --------------------------------------------------------------------------------------------------------------
     Dividends form net realized gains on investments            (0.38)            ---             ---
- --------------------------------------------------------------------------------------------------------------
  Total distributions                                            (0.43)          (0.05)           (0.01)
- --------------------------------------------------------------------------------------------------------------
  Net asset value, end of year ($)                               12.47           11.90             10.07
- --------------------------------------------------------------------------------------------------------------
  TOTAL RETURN:
     Total investment return (%)(b)                               8.47           18.67(c)        0.80**(c)
- --------------------------------------------------------------------------------------------------------------
  RATIOS/SUPPLEMENTAL DATA:
  Net assets, end of year (000) ($)                             80,095          44,870           22,228
- --------------------------------------------------------------------------------------------------------------
  Ratio of expenses to average net assets (%) (d)                 0.95            1.00(e)         1.00*(e)
- --------------------------------------------------------------------------------------------------------------
  Ratio of net investment income to
     average net assets (%) (d)                                   0.47            0.54(c)         0.83*(c)
- --------------------------------------------------------------------------------------------------------------
  Portfolio turnover ratio (%)                                      75              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)      The benefits derived from custody credits and directed
                  brokerage arrangements had no impact.

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


                                       24

<PAGE>
FINANCIAL HIGHLIGHTS


                           COLONIAL INTERNATIONAL HORIZONS FUND, VARIABLE SERIES

<TABLE>
<CAPTION>
                                                                       Period Ended
                                                                       December 31,
                                                                         1999***
<S>                                                                    <C>
  PER SHARE OPERATING PERFORMANCE:
  Net asset value, beginning of period ($)                                10.00
- --------------------------------------------------------------------------------------------
  Net investment income (a)                                               0.06
- --------------------------------------------------------------------------------------------
  Net realized and unrealized gain on investments and
  foreign currency transactions                                           2.36
- --------------------------------------------------------------------------------------------
  Total from investment operations                                        2.42
- --------------------------------------------------------------------------------------------
  Less distributions:
     Dividends from net investment income                                (0.05)
- --------------------------------------------------------------------------------------------
     In excess of net investment income                                  (0.06)
- --------------------------------------------------------------------------------------------
  Total distributions                                                    (0.11)
- --------------------------------------------------------------------------------------------
  Net asset value, end of period ($)                                      12.31
- --------------------------------------------------------------------------------------------
  TOTAL RETURN
     Total investment return (%)(b)(c)                                   24.24**
- --------------------------------------------------------------------------------------------
  RATIOS/SUPPLEMENTAL DATA:
  Net assets, end of period (000) ($)                                     7,707
- --------------------------------------------------------------------------------------------
  Ratio of expenses to average net assets (%) (d)(e)                      1.40*
- --------------------------------------------------------------------------------------------
  Ratio of net investment income to
     average net assets (%) (d)                                           0.85*
- --------------------------------------------------------------------------------------------
  Portfolio turnover ratio (%)                                             1**
</TABLE>

         *        Annualized.

         **       Not Annualized.

         ***      For the period from the commencement of operations June 1,
                  1999 to December 31, 1999.

         (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)      Had the Manager not waived or reimbursed a portion of
                  expenses, total return would have been reduced.

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

         (e)      If the Fund had paid all of its expenses and there had been no
                  reimbursement from the Manager, this ratio would have been
                  2.36% (annualized).


                                      25


<PAGE>
FINANCIAL HIGHLIGHTS


            CRABBE HUSON REAL ESTATE INVESTMENT FUND, VARIABLE SERIES

<TABLE>
<CAPTION>
                                                                     Period Ended
                                                                      December 31,
                                                                         1999***
<S>                                                                  <C>
  PER SHARE OPERATING PERFORMANCE:
  Net asset value, beginning of period ($)                               10.00
- ---------------------------------------------------------------------------------
  Net investment income (a)                                               0.31
- ---------------------------------------------------------------------------------
  Net realized and unrealized losses on investments                      (1.70)
- ---------------------------------------------------------------------------------
  Total from investment operations                                       (1.39)
- ---------------------------------------------------------------------------------
  Less distributions:
     Dividends from net investment income                                (0.22)
- ---------------------------------------------------------------------------------
     Return of capital                                                   (0.05)
- ---------------------------------------------------------------------------------
  Total distributions                                                    (0.27)
- ---------------------------------------------------------------------------------
  Net asset value, end of period ($)                                      8.34
- ---------------------------------------------------------------------------------
  TOTAL RETURN
     Total investment return (%)(b)(c)                                  (13.80)**
- ---------------------------------------------------------------------------------
  RATIOS/SUPPLEMENTAL DATA:
  Net assets, end of period (000) ($)                                    2,180
- ---------------------------------------------------------------------------------
  Ratio of expenses to average net assets (%) (d)(e)                      1.45*
- ---------------------------------------------------------------------------------
  Ratio of net investment income to
     average net assets (%) (d)                                           5.90*
- ---------------------------------------------------------------------------------
  Portfolio turnover ratio (%)                                            57**
</TABLE>

         *        Annualized.

         **       Not Annualized.

         ***      For the period from the commencement of operations June 1,
                  1999 to December 31, 1999.

         (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)      Had the Manager not waived or reimbursed a portion of
                  expenses, total return would have been reduced.

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

         (e)      If the Fund had paid all of its expenses and there had been no
                  reimbursement from the Manager, this ratio would have been
                  4.25% (annualized).


                                       26

<PAGE>

                             SHAREHOLDER INFORMATION


PURCHASES AND REDEMPTIONS The Participating Insurance Companies place daily
orders to purchase and redeem shares of the Funds. These orders generally
reflect the net effect of instructions they receive from holders of their VA
contracts and VLI policies and certain other terms of those contracts and
policies. The Trust issues and redeems shares at net asset value (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 FUNDS CALCULATE NET ASSET VALUE 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 therefore the NAV of a Fund's shares may change on days when
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 Statement of Additional Information for more
information on the Funds and the securities in which they invest. The Statement
of Additional Information 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 Statement of Additional Information,
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 Edgar database on the Securities and Exchange Commission internet site 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
electronic request at the e-mail address [email protected] or by writing the:

Public Reference Room
Securities and Exchange Commission
Washington, DC 20549-0102

Information on the operation of the Public Reference Room may be obtained by
calling 1-202-942-8090.

INVESTMENT COMPANY ACT FILE NUMBER:

Liberty Variable Investment Trust:  811-07556

Stein Roe Global Utilities Fund, Variable Series
Colonial U.S. Growth & Income Fund, Variable Series
Colonial High Yield Securities Fund, Variable Series
Liberty All-Star Equity Fund, Variable Series
Colonial International Horizons Fund, Variable Series
Crabbe Huson Real Estate Investment Fund, Variable Series




<PAGE>

                        LIBERTY VARIABLE INVESTMENT TRUST


PROSPECTUS DATED MAY 1, 2000


Colonial Growth and Income Fund, Variable Series
Stein Roe Global Utilities Fund, Variable Series
Colonial U.S. Growth & Income Fund, Variable Series
Colonial Strategic Income Fund, Variable Series
Colonial International Fund for Growth, Variable Series
Newport Tiger Fund, Variable Series

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

                                     * * * *

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

                                     * * * *

Although trust shares have been registered with the Securities and Exchange
Commission, the Commission has not approved or disapproved 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. Growth & Income 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

The Trustees..........................................................  17
Investment Advisor:  Liberty Advisory Services Corp...................  17
Investment Sub-Advisors and Portfolio Managers........................  17

OTHER INVESTMENT STRATEGIES AND RISKS ................................  20

U.S. Government Securities............................................  20
Structure Risk........................................................  20
Zero Coupon Bonds.....................................................  20
Convertible Securities................................................  20
Derivative Strategies.................................................  21
Temporary Defensive Strategies........................................  21

FINANCIAL HIGHLIGHTS .................................................  22

SHAREHOLDER INFORMATION ..............................................  28

Purchases and Redemptions.............................................  28
How the Funds Calculate Net Asset Value...............................  28
Dividends and Distributions...........................................  28
Tax Consequences......................................................  28


                                       2

<PAGE>

                                    THE TRUST

Liberty Variable Investment Trust (Trust) includes twelve separate mutual funds
(Funds), each with its own investment goals 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
an investment sub-advisor (Sub-Advisor) for each Fund, and all of the
Sub-Advisors are affiliates of LASC. Each Fund has 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. Growth & Income Fund, Variable Series (U.S. Growth & Income
         Fund) (formerly Colonial U.S. Stock Fund, Variable Series)
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 underwriter of
the Funds is Liberty Funds Distributor, Inc. (LFD). LFD is an affiliate 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. 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;

         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 judgment subjectively, based upon available information.

Additional strategies that are not primary investment strategies and the risks
associated with them are described below under "Other Investment Strategies and
Risks."

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 prevent the Fund from achieving its goals. It is possible to lose money by
investing in the Fund.

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

Value stocks are securities of companies that 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 not approach the value Colonial
has placed on it.

Foreign securities are subject to special risks. Foreign stock markets can be
extremely volatile. Fluctuations in currency exchange rates may impact the value
of foreign securities without a change in the intrinsic value of those
securities. 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. 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 calendar year total returns. The performance table
following the bar chart shows how the Fund's average annual returns compare with
those of a broad measure of market performance for 1 year, 5 years and the life
of the Fund. The Fund's return is compared 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. 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 indices. The Fund's return is also compared to the average
return of the funds included in the Lipper Growth & Income - Annuities Funds
category average (Lipper Average). This Lipper Average, which is calculated by
Lipper, Inc., is composed of funds with similar investment objectives to the
Fund. Sales charges are not reflected in the Lipper Average. 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. Performance results include the effect of expense
reduction arrangements, if any. As with all mutual funds, past performance does
not predict the Fund's future performance. 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>
<S>          <C>
1994          -0.76%
1995          30.03%
1996          17.89%
1997          28.97%
1998          11.13%
1999           5.55%
</TABLE>


The Fund's year-to-date total return through March 31, 2000 was -1.59%.

For period shown in bar chart:

Best quarter:  4th quarter 1998, +16.92%

Worst quarter: 3rd quarter 1998, -13.57%

AVERAGE ANNUAL TOTAL RETURNS - FOR PERIODS ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
                                             INCEPTION                                  LIFE OF THE
                                               DATE          1 YEAR        5 YEARS         FUND
<S>                                          <C>             <C>           <C>          <C>
Fund (%)                                      7/1/93          5.55          18.32         14.52
- ---------------------------------------------------------------------------------------------------
S&P Index (%)                                   N/A           21.03         28.54         22.46(1)
- ---------------------------------------------------------------------------------------------------
Lipper Average (%)                              N/A           14.63         21.86         17.74(1)
</TABLE>


(1) Performance information is from June 30, 1993.


                                       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).

Additional strategies that are not primary investment strategies and the risks
associated with them are described below under "Other Investment Strategies and
Risks."


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 prevent the Fund from achieving its goals. It is possible to lose money by
investing in the Fund.

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

Utility company securities are subject to special risks. These securities are
especially affected by changes in interest rates, as well as by general
competitive and market forces in the industry. As interest rates increase, the
value of securities of utility companies tends to decrease, and vice versa. 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.

Foreign securities are subject to special risks. Foreign stock markets can be
extremely volatile. Fluctuations in currency exchange rates may impact the value
of foreign securities without a change in the intrinsic value of those
securities. 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. 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>

PERFORMANCE HISTORY

The bar chart below shows changes in the Fund's performance from year to year by
illustrating the Fund's calendar year total returns. The performance table
following the bar chart shows how the Fund's average annual returns compare with
those of a broad measure of market performance for 1 year, 5 years and the life
of the Fund. The Fund's return is compared to the Standard & Poor's Utilities
Index (S&P Index), an unmanaged index that tracks the performance of domestic
utility stocks, and the Morgan Stanley Capital International World Index ND
(MSCI Index), 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
indices. The Fund's return is also compared to the average return of the funds
included in the Lipper Utilities Annuities Funds category average (Lipper
Average). This Lipper Average, which is calculated by Lipper, Inc., is composed
of funds with similar investment objectives to the Fund. Sales charges are not
reflected in the Lipper Average. 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. Performance results include the effect of expense reduction
arrangements, if any. As with all mutual funds, past performance does not
predict the Fund's future performance. 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>
<S>         <C>
1994        -10.27%
1995         35.15%
1996          6.53%
1997         28.75%
1998         18.33%
1999         28.63%
</TABLE>

The Fund's year-to-date total return through March 31, 2000 was +8.05%.

For period shown in bar chart:

Best quarter:  4th quarter 1999, +24.73%

Worst quarter: 1st quarter 1994, -8.91%

AVERAGE ANNUAL TOTAL RETURNS - FOR PERIODS ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
                                             INCEPTION                                  LIFE OF THE
                                               DATE          1 YEAR        5 YEARS         FUND
<S>                                          <C>             <C>           <C>          <C>
Fund (%)                                      7/1/93          28.63         23.06          15.04
- --------------------------------------------------------------------------------------------------
MSCI Index (%)                                  N/A           24.93         19.76         16.86(2)
- --------------------------------------------------------------------------------------------------
S&P Index (%)                                   N/A           -8.88         13.66          9.11(2)
- --------------------------------------------------------------------------------------------------
Lipper Average (%)                              N/A           15.40         19.64         12.14(2)
</TABLE>


(2)  Performance information is from June 30, 1993.


                                       7

<PAGE>

               COLONIAL U.S. GROWTH & INCOME FUND, VARIABLE SERIES


INVESTMENT GOALS

The Fund seeks long-term growth and income.


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. Up to 10% of the Fund's assets may be
invested in debt securities.

In selecting debt securities for the Fund, Colonial may invest in:

         -        debt securities that are convertible into common stock;

         -        corporate debt securities rated investment-grade by at least
                  two nationally recognized rating organizations (investment
                  grade stocks have a rating of BBB or higher by Standard &
                  Poor's Ratings Services or Baa or higher by Moody's Investors
                  Service, Inc.); and

         -        debt securities issued or guaranteed by the U.S. government.

In managing the Fund, Colonial uses a value investing strategy that focuses on
buying stocks cheaply when they are undervalued 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.

Additional strategies that are not primary investment strategies and the risks
associated with them are described below under "Other Investment Strategies and
Risks."


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 prevent the Fund from achieving its goals. It is possible to lose money by
investing in the Fund.

Market risk is the risk that the price of a security held by the Fund will fall
due to changing market, economic or political conditions. Market risk includes
interest rate risk.

Because the Fund may invest in debt securities issued by private entities,
including corporate bonds and privately issued mortgage-backed and asset-backed
securities, the Fund is subject to issuer risk. Issuer risk is the possibility
that changes in the financial condition of the issuer of a security, changes in
general economic conditions, or changes in economic conditions that affect the
issuer may impact its willingness or ability to make timely payments of interest
or principal. This could result in a decrease in the price of the security and
in some cases a decrease in income.

Interest rate risk is the risk of a change 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.

Value stocks are securities of companies that 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 not approach the value Colonial
has placed on it.


                                       8

<PAGE>
THE FUNDS Colonial U.S. Growth & 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 calendar year total returns. The performance table
following the bar chart shows how the Fund's average annual returns compare with
those of a broad measure of market performance for 1 year, 5 years and the life
of the Fund. The Fund's return is compared 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. 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 indices. The Fund's return is also compared to the average
return of the funds included in the Lipper Growth & Income - Annuities Funds
category average (Lipper Average). This Lipper Average, which is calculated by
Lipper, Inc., is composed of funds with similar investment objectives to the
Fund. Sales charges are not reflected in the Lipper Average. 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. Performance results include the effect of expense
reduction arrangements, if any. If these arrangements were not in place, then
the performance results would have been lower. Any expense reduction
arrangements may be discontinued at any time. As with all mutual funds, past
performance does not predict the Fund's future performance. 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>
<S>         <C>
1995        29.70%
1996        21.84%
1997        32.23%
1998        20.15%
1999        12.00%
</TABLE>

The Fund's year-to-date total return through March 31, 2000 was +0.40%.

For period shown in bar chart:

Best quarter:  4th quarter 1998, +21.79%

Worst quarter: 3rd quarter 1998, -14.16%

AVERAGE ANNUAL TOTAL RETURNS - FOR PERIODS ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
                                             INCEPTION                                 LIFE OF THE
                                               DATE          1 YEAR       5 YEARS         FUND
<S>                                          <C>             <C>          <C>          <C>
Fund (%)                                      7/5/94          12.00        22.97          21.64
- ------------------------------------------ -------------- -------------- ----------- -------------
S&P Index (%)                                   N/A           21.03        28.54          26.73(3)
- ------------------------------------------ -------------- -------------- ----------- -------------
Lipper Average (%)                              N/A           14.63        21.86          20.42(3)
</TABLE>


(3)  Performance information is from June 30, 1994.


                                       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 goals 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 goals 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 Ratings Services;

- -        Baa through D by Moody's Investors Service, 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.

Additional strategies that are not primary investment strategies and the risks
associated with them are described below under "Other Investment Strategies and
Risks."

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 prevent the Fund from achieving its goals. It is possible to lose money by
investing in the Fund.

Market risk is the risk that the price of a security held by the Fund will fall
due to changing market, economic or political conditions. Market risk includes
interest rate risk.

Interest rate risk is the risk of a change 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 debt securities issued by private entities,
including corporate bonds and privately issued mortgage-backed and asset-backed
securities, the Fund is subject to issuer risk. Issuer risk is the possibility
that changes in the financial condition of the issuer of a security, changes in
general economic conditions, or changes in economic conditions that affect the
issuer may impact its willingness or ability to make timely payments of interest
or principal. This could result in a decrease in the price of the security and
in some cases a decrease in income.


                                       10

<PAGE>

THE FUNDS  Colonial Strategic Income Fund, Variable Series


Foreign securities are subject to special risks. Foreign markets can be
extremely volatile. Fluctuations in currency exchange rates may impact the value
of foreign securities without a change in the intrinsic value of those
securities. 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. 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 subject to additional risk. The risks of foreign
investments are typically increased in less developed 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.

Lower-rated debt securities involve greater risk of loss due to credit
deterioration and are less liquid, especially during periods of economic
uncertainty or change, than higher quality debt securities. Lower-rated debt
securities have the added risk that the issuer of the security may default and
not make payment of interest or principal.


                                       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 calendar year total returns. The performance table
following the bar chart shows how the Fund's average annual returns compare with
those of a broad measure of market performance for 1 year, 5 years and the life
of the Fund. The Fund's return is compared 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. 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 indices. The Fund's return is also compared to
the average return of the funds included in the Lipper General Bonds - Annuities
Funds category average (Lipper Average). This Lipper Average, which is
calculated by Lipper, Inc., is composed of funds with similar investment
objectives to the Fund. Sales charges are not reflected in the Lipper Average.
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. Performance results include the
effect of expense reduction arrangements, if any. If these arrangements were not
in place, then the performance results would have been lower. Any expense
reduction arrangements may be discontinued at any time. As with all mutual
funds, past performance does not predict the Fund's future performance. 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>
<S>          <C>
1995         18.30%
1996          9.83%
1997          9.11%
1998          6.03%
1999          1.78%
</TABLE>


The Fund's year-to-date total return through March 31, 2000 was -0.10%.

For period shown in bar chart:

Best quarter:  1st quarter 1995, +5.62%

Worst quarter: 1st quarter 1997, -1.00%

AVERAGE ANNUAL TOTAL RETURNS - FOR PERIODS ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
                                             INCEPTION       1 YEAR       5 YEARS      LIFE OF THE
                                               DATE                                       FUND
<S>                                          <C>             <C>          <C>          <C>
Fund (%)                                      7/5/94          1.78          8.88          8.26
- -------------------------------------------------------------------------------------------------
Lehman Index (%)                                N/A          (2.15)         7.61          7.06(4)
- -------------------------------------------------------------------------------------------------
Lipper Average (%)                              N/A           0.76          7.84          7.03(4)
</TABLE>


(4)   Performance information is from June 30, 1994.


                                       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 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.

Additional strategies that are not primary investment strategies and the risks
associated with them are described below under "Other Investment Strategies and
Risks."


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 prevent the Fund from achieving its goals. It is possible to lose money by
investing in the Fund.

Market risk is the risk that the price of a security held by the Fund will fall
due to changing market, economic or political conditions. Market risk includes
interest rate risk.

Interest rate risk is the risk of a change 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 debt securities issued by private entities,
including corporate bonds and privately issued mortgage-backed and asset-backed
securities, the Fund is subject to issuer risk. Issuer risk is the possibility
that changes in the financial condition of the issuer of a security, changes in
general economic conditions, or changes in economic conditions that affect the
issuer may impact its willingness or ability to make timely payments of interest
or principal. This could result in a decrease in the price of the security and
in some cases a decrease in income.

As a non-diversified mutual fund, the Fund is allowed to invest or hold greater
than 10% of outstanding voting securities of any issuer (more than 5% of its
total assets in the securities of a single issuer). This may concentrate issuer
risk and, therefore, the Fund may have an increased risk of loss compared to a
similar diversified mutual fund.

Foreign securities are subject to special risks. Foreign stock markets can be
extremely volatile. Fluctuations in currency exchange rates may impact the value
of foreign securities without a change in the intrinsic value of those
securities. 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. 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 subject to additional risk. The risks of foreign
investments are typically increased in less developed 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, operating histories, markets or financial resources. They may depend
heavily on a small management team. Stocks of smaller companies may trade less
frequently, may trade in smaller volumes and may fluctuate more sharply in price
than stocks of larger companies. In addition, they may not be widely followed by
the investment community, which can lower the demand for their stock.


                                       13

<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 calendar year total returns. The performance table
following the bar chart shows how the Fund's average annual returns compare with
those of a broad measure of market performance for 1 year, 5 years and the life
of the Fund. The Fund's return is compared to the Morgan Stanley Capital
International EAFE Index (MSCI Index), an unmanaged index that tracks the
performance of international stocks by market capitalization. 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 indices. The
Fund's return is also compared to the average return of the funds included in
the Lipper International-Annuities Funds category average (Lipper Average). This
Lipper Average, which is calculated by Lipper, Inc., is composed of funds with
similar investment objectives to the Fund. Sales charges are not reflected in
the Lipper Average. 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. Performance
results include the effect of expense reduction arrangements, if any. As with
all mutual funds, past performance does not predict the Fund's future
performance. 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>
<S>          <C>
1995          5.85%
1996          5.61%
1997         -3.27%
1998         12.96%
1999         40.58%
</TABLE>

The Fund's year-to-date total return through March 31, 2000 was -1.08%.

For period shown in bar chart:

Best quarter:  4th quarter 1999, +23.31%

Worst quarter: 3rd quarter 1998, -16.04%

AVERAGE ANNUAL TOTAL RETURNS - FOR PERIODS ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
                                             INCEPTION                                  LIFE OF THE
                                               DATE          1 YEAR        5 YEARS         FUND
<S>                                          <C>             <C>           <C>          <C>
Fund (%)                                      5/2/94          40.58         11.42          8.81
- --------------------------------------------------------------------------------------------------
MSCI Index (%)                                  N/A           26.96         12.83         11.21(5)
- --------------------------------------------------------------------------------------------------
Lipper Average (%)                              N/A           43.23         17.36         14.16(5)
</TABLE>


(5)  Performance information is from April 30, 1994.


                                       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 ten Tiger countries of Asia. The Tigers of Asia are
Hong Kong, Singapore, South Korea, Taiwan, Malaysia, Thailand, India, Indonesia,
The People's Republic of China and the Philippines. In selecting investments for
the Fund, Newport typically purchases stocks of quality growth companies.

Additional strategies that are not primary investment strategies and the risks
associated with them are described below under "Other Investment Strategies and
Risks."


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 prevent the Fund from achieving its goal. It is possible to lose money by
investing in the Fund.

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

Foreign securities are subject to special risks. Foreign stock markets can be
extremely volatile. Fluctuations in currency exchange rates may impact the value
of foreign securities without a change in the intrinsic value of those
securities. 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. 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 ten 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 Asian region as a whole. As
a result events in the region will generally have a greater effect on the Fund
than if the Fund were more geographically diversified, which may result in
greater losses and volatility.

Emerging markets are subject to additional risk. The risks of foreign
investments are typically increased in less developed 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.


                                       15

<PAGE>

PERFORMANCE HISTORY

The bar chart below shows changes in the Fund's performance from year to year by
illustrating the Fund's calendar year total returns. The performance table
following the bar chart shows how the Fund's average annual returns compare with
those of a broad measure of market performance for 1 year and the life of the
Fund. The Fund's return is compared to the Morgan Stanley Capital International
EAFE GDP Index (MSCI Index), a broad-based, unmanaged index that tracks the
performance of foreign 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 indices. The Fund's return is also compared to
the average return of the funds included in the Lipper Pacific-Region-Annuities
Funds category average (Lipper Average). This Lipper Average, which is
calculated by Lipper, Inc., is composed of funds with similar investment
objectives to the Fund. Sales charges are not reflected in the Lipper Average.
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. Performance results include the
effect of expense reduction arrangements, if any. As with all mutual funds, past
performance does not predict the Fund's future performance. 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>
<S>         <C>
1996         11.73%
1997        -31.14%
1998         -6.43%
1999         68.01%
</TABLE>


The Fund's year-to-date total return through March 31, 2000 was +1.91%.

For the period shown in bar chart:

Best quarter:  4th quarter 1998, +37.93%

Worst quarter: 2nd quarter 1998, -28.81%



AVERAGE ANNUAL TOTAL RETURNS - FOR PERIODS ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
                                             INCEPTION                    LIFE OF THE
                                               DATE          1 YEAR           FUND
<S>                                          <C>             <C>          <C>
Fund (%)                                      5/1/95          68.01           7.31
- -------------------------------------------------------------------------------------
MSCI Index (%)                                  N/A           31.00          15.72(6)
- -------------------------------------------------------------------------------------
Lipper Average (%)                              N/A           79.74           4.24(6)
</TABLE>


(6)  Performance information is from April 30, 1995.


                                       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 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 Funds. 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, 2000, LASC managed over $853 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 1999 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. Growth & Income 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%
</TABLE>


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. Growth & Income Fund, Strategic Income Fund and
International Fund. Colonial's principal business address is One Financial
Center, Boston, Massachusetts 02111. As of March 31, 2000, Colonial managed over
$15.7 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 U.S. Growth & Income Fund, Variable Series                0.60%
             Colonial Strategic Income Fund, Variable Series                    0.45%
             Colonial International Fund for Growth, Variable Series            0.70%
</TABLE>

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

Scott Schermerhorn, a senior vice president of Colonial, has managed the Growth
& Income Fund since November, 1999. Mr. Schermerhorn has managed various other
funds at Colonial since October, 1998. From May, 1996 to October, 1998, Mr.
Schermerhorn was the head of the value team at Federated Investors, where he
managed the American Leader Fund, Federated Stock Trust and Federated Stock and
Bond Fund, as well as other institutional accounts. From February, 1990 to May,
1996, Mr. Schermerhorn was a portfolio manager and a member of the growth and
income team at J&W Seligman.


                                       17

<PAGE>

TRUST MANAGEMENT ORGANIZATIONS

Mark Stoeckle has managed the U.S. Growth & Income Fund since December, 1996.
Mr. Stoeckle is a senior vice president of Colonial. Prior to joining Colonial
in October, 1996, Mr. Stoeckle was a portfolio manager at Massachusetts
Financial Services Company from January, 1993 to October, 1996.

Carl C. Ericson has managed the Strategic Income Fund since its inception in
July, 1994. Mr. Ericson, a senior vice president of Colonial and director of
Colonial's Taxable Fixed Income Group, has managed various other Colonial
taxable income funds since 1985.

Charles R. Roberts, a senior vice president of Colonial, has been the lead
manager for the International Fund since March, 2000. Mr. Roberts is also a
senior vice president of Newport and Newport Pacific Management, Inc. (Newport
Pacific), an affiliate of Colonial. Mr. Roberts has been employed with Newport
and Newport Pacific since November, 1998. Prior to joining Newport and Newport
Pacific, he managed the European component of institutional international equity
accounts at Progress Investment Management (Progress) since 1997. Prior to
joining Progress in 1997, he managed the European component of institutional
international equity accounts and was a member of the investment policy
committee at Sit/Kim International (Sit/Kim) since prior to 1994.

Michael Ellis, a senior vice president of Colonial, has co-managed the
International Fund since March, 2000. Mr. Ellis is also a senior vice president
of Newport and Newport Pacific. Prior to joining Newport and Newport Pacific in
December, 1996, he was a vice president at Matthews International Capital
Management since September, 1991.

Deborah Snee, a Vice President of Colonial and Europe analyst at Colonial, Stein
Roe and Newport, has co-managed the International Fund since March, 2000. Prior
to working at Newport, Ms. Snee spent five years at Sit/Kim as an emerging
markets analyst.

Colonial will use Newport's trading facilities when buying or selling foreign
securities for the Funds' portfolios. Newport executes all trades under its own
procedures.

Colonial's investment advisory business is managed together with the mutual
funds and institutional investment advisory businesses of its affiliate, Stein
Roe. Colonial is part of a larger business unit that includes several separate
legal entities known as Liberty Funds Group LLC (LFG). The LFG business unit and
Stein Roe are managed by a single management team. Stein Roe, Colonial and the
other LFG entities also share personnel, facilities and systems that may be used
in providing administrative or operational services to the Fund. Stein Roe and
Colonial are registered investment advisors. Colonial, the other entities that
make up LFG and Stein Roe are subsidiaries of Liberty Financial Companies, Inc.


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, 2000, Stein Roe managed over $20.5
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, a senior vice president of Stein Roe, has co-managed the
Global Utilities Fund since November, 1997. 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
funds.

Deborah A. Jansen, a senior vice president and senior research analyst for
global and domestic equities and global economic forecasting for Stein Roe, has
co-managed the Global Utilities Fund since November, 1997. Ms. Jansen joined
Stein Roe in 1987 and served as an associate economist and senior economist
before assuming her current responsibilities, which include managing other Stein
Roe. Ms. Jansen left Stein Roe in January, 1995 and returned to her position as
a 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.

Stein Roe will use Newport's trading facilities when buying or selling foreign
securities for the Fund's portfolio. Newport executes all trades under its own
procedures.


                                       18

<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, 2000, Newport managed over $1.4 billion 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, president and a managing director,
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.


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.


                                       19

<PAGE>

                     OTHER INVESTMENT STRATEGIES AND RISKS


The primary investment strategies of each Fund and the associated risks are
described above in each Fund's individual description. This section describes
other investments a Fund may make and the risks associated with them. In seeking
to achieve its goals, each Fund may invest in various types of securities and
engage in various investment techniques which are not the principal 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'
Statement of Additional Information, 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.


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
judgment 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, U.S. Growth & Income Fund, International 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 structure risk that is present in a Fund because of its investments in
mortgage-backed securities and asset-backed 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
security. 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 do not pay
interest in cash on a current basis, but instead accrue interest over the life
of the bond. As a result, these securities are issued at a deep discount. The
value of these securities may fluctuate more than similar securities that pay
interest periodically. Although these securities pay no interest to holders
prior to maturity, interest on these securities is reported as income to the
Fund and distributed to its shareholders..


CONVERTIBLE SECURITIES

(U.S. Growth & Income Fund) Convertible securities are preferred stocks or bonds
that pay a fixed dividend or interest payment and are convertible into common
stocks at a specified price or conversion ratio. The risk of investing in
convertible securities is the value of the underlying securities will fluctuate.


                                       20

<PAGE>

OTHER INVESTMENT STRATEGIES AND RISKS


DERIVATIVE 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, commonly referred to as derivatives, involve the
use of financial instruments whose value depends on, or are derived from, the
value of an underlying security, index or currency. A Fund may use these
strategies to adjust the Fund's sensitivity to changes in interest rates or for
other hedging purposes (e.g., attempting to offset a potential loss in one
position by establishing an interest in an opposite position). Derivative
strategies involve the risk that they may exaggerate a loss, potentially losing
more money than the actual cost of the derivative, or limit a potential gain.
Also, with some derivative 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.

TEMPORARY DEFENSIVE STRATEGIES

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, a 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 goals.


                                       21

<PAGE>

                              FINANCIAL HIGHLIGHTS


The financial highlights tables 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 is included in the
Funds' financial statements which have been audited by PricewaterhouseCoopers
LLP, independent accountants, whose reports, along with the Funds' financial
statements, is included in the Funds' 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,
                                                         1999          1998         1997          1996          1995
<S>                                                 <C>            <C>          <C>             <C>           <C>
 PER SHARE OPERATING PERFORMANCE:
 Net asset value, beginning of period ($)               16.39         15.34        13.96         12.60         10.03
- -------------------------------------------------------------------------------------------------------------------------
 Net investment income (a)                               0.17          0.20         0.28          0.28          0.29
- -------------------------------------------------------------------------------------------------------------------------
 Net realized and unrealized gains  on
    investments                                          0.69          1.50         3.75          1.98          2.72
- -------------------------------------------------------------------------------------------------------------------------
 Total from investment operations                        0.86          1.70         4.03          2.26          3.01
- -------------------------------------------------------------------------------------------------------------------------
 Less distributions:
    Dividends from net investment income                (0.15)        (0.18)       (0.27)        (0.28)        (0.25)
- -------------------------------------------------------------------------------------------------------------------------
    In excess of net investment income                   ---          (0.00)       (0.01)         ---           ---
- -------------------------------------------------------------------------------------------------------------------------
    Dividends from net realized gains                   (3.85)        (0.47)       (2.37)        (0.62)        (0.19)
- -------------------------------------------------------------------------------------------------------------------------
    In excess of net realized gains                     (0.07)        (0.00)        ---           ---           ---
- -------------------------------------------------------------------------------------------------------------------------
 Total distributions                                    (4.07)        (0.65)       (2.65)        (0.90)        (0.44)
- -------------------------------------------------------------------------------------------------------------------------
Net asset value, end of year ($)                        13.18         16.39        15.34         13.96         12.60
- -------------------------------------------------------------------------------------------------------------------------
 TOTAL RETURN:
   Total investment return (%) (b)                       5.55         11.13        28.97         17.89         30.03
- -------------------------------------------------------------------------------------------------------------------------
 RATIOS/SUPPLEMENTAL DATA:
 Net assets, end of year (000) ($)                    197,523       149,820      106,909        93,247        71,070
- -------------------------------------------------------------------------------------------------------------------------
 Ratio of expenses to average net assets (%) (c)         0.73          0.76         0.79          0.79          0.81
- -------------------------------------------------------------------------------------------------------------------------
 Ratio of net investment income to
    average net assets (%) (c)                           0.99          1.24         1.77         2.02          2.51
- -------------------------------------------------------------------------------------------------------------------------
 Portfolio turnover ratio (%)                            172            28           60           24            79
</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.


                                       22

<PAGE>

FINANCIAL HIGHLIGHTS


STEIN ROE GLOBAL UTILITIES FUND, VARIABLE SERIES

<TABLE>
<CAPTION>
                                                                            Years Ended December 31,
                                                           1999        1998        1997          1996            1995
<S>                                                    <C>           <C>         <C>          <C>             <C>
  PER SHARE OPERATING PERFORMANCE:
  Net asset value, beginning of year ($)                  13.76        11.92       10.70        10.50            8.11
- -------------------------------------------------------------------------------------------------------------------------
  Net investment income (a)                                0.28         0.24        0.46         0.46            0.46
- -------------------------------------------------------------------------------------------------------------------------
  Net realized and unrealized gains (losses)
     on investments                                        3.63         1.93        2.62         0.23            2.39
- -------------------------------------------------------------------------------------------------------------------------
  Total from investment operations                         3.91         2.17        3.08         0.69            2.85
- -------------------------------------------------------------------------------------------------------------------------
  Less distributions:
     Dividends from net investment income                 (0.23)       (0.21)      (0.48)       (0.49)          (0.46)
- -------------------------------------------------------------------------------------------------------------------------
     In excess of net investment income                    ---         (0.01)        ---          ---            ---
- -------------------------------------------------------------------------------------------------------------------------
     Dividends from net realized gains on investments     (0.29)       (0.11)      (1.38)         ---            ---
- -------------------------------------------------------------------------------------------------------------------------
  Total distributions                                     (0.52)       (0.33)      (1.86)       (0.49)          (0.46)
- -------------------------------------------------------------------------------------------------------------------------
  Net asset value, end of year ($)                        17.15        13.76       11.92        10.70           10.50
- -------------------------------------------------------------------------------------------------------------------------
  TOTAL RETURN:
     Total investment return (%)(b)                       28.63        18.33       28.75         6.53           35.15
- -------------------------------------------------------------------------------------------------------------------------
  RATIOS/SUPPLEMENTAL DATA:
  Net assets, end of year (000) ($)                     110,150       71,186      54,603       47,907          51,597
- -------------------------------------------------------------------------------------------------------------------------
  Ratio of  expenses to average net assets (%)(c)          0.77         0.82        0.83         0.81            0.83
- -------------------------------------------------------------------------------------------------------------------------
  Ratio of net investment income to
     average net assets (%)(c)                             1.91         1.90        3.96         4.36            4.98
- -------------------------------------------------------------------------------------------------------------------------
  Portfolio turnover ratio (%)                               52           53          89           14              18
</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.


                                       23

<PAGE>

FINANCIAL HIGHLIGHTS


COLONIAL U.S. GROWTH & INCOME FUND, VARIABLE SERIES

<TABLE>
<CAPTION>
                                                                              Years Ended December 31,
                                                           1999         1998           1997         1996           1995
<S>                                                    <C>          <C>             <C>          <C>            <C>
  PER SHARE OPERATING PERFORMANCE:
  Net asset value, beginning of year ($)                 18.79         16.29          14.22        12.36          10.27
- --------------------------------------------------------------------------------------------------------------------------
  Net investment income (a)                               0.14          0.16           0.20         0.19           0.21
- --------------------------------------------------------------------------------------------------------------------------
  Net realized and unrealized gains on investments        2.07          3.12           4.37         2.52           2.84
- --------------------------------------------------------------------------------------------------------------------------
  Total from investment operations                        2.21          3.28           4.57         2.71           3.05
- --------------------------------------------------------------------------------------------------------------------------
  Less distributions:
     Dividends from net investment income                (0.11)        (0.12)         (0.18)       (0.17)         (0.16)
- --------------------------------------------------------------------------------------------------------------------------
     In excess of net investment income                   ---            ---          (0.01)         ---            ---
- --------------------------------------------------------------------------------------------------------------------------
     Dividends from net realized gains on                (1.04)        (0.64)         (2.30)       (0.68)         (0.80)
     investments
- --------------------------------------------------------------------------------------------------------------------------
     In excess of net realized gains                      ---          (0.02)         (0.01)         ---            ---
- --------------------------------------------------------------------------------------------------------------------------
  Total distributions                                    (1.15)        (0.78)         (2.50)       (0.85)         (0.96)
- --------------------------------------------------------------------------------------------------------------------------
  Net asset value, end of year ($)                       19.85         18.79          16.29        14.22          12.36
- --------------------------------------------------------------------------------------------------------------------------
  TOTAL RETURN:
     Total investment return (%) (b)                     12.00         20.15          32.23        21.84          29.70(c)
- --------------------------------------------------------------------------------------------------------------------------
  RATIOS/SUPPLEMENTAL DATA:
  Net assets, end of period (000) ($)                  212,355       146,239         96,715       60,855         43,017
- --------------------------------------------------------------------------------------------------------------------------
  Ratio of expenses to average net assets (%) (d)         0.88          0.90           0.94         0.95           1.00(e)
- --------------------------------------------------------------------------------------------------------------------------
  Ratio of net investment income to
     average net assets (%) (d)                           0.69          0.88           1.19         1.39           1.72(c)
- --------------------------------------------------------------------------------------------------------------------------
  Portfolio turnover ratio (%)                             101            64             63           77            115
</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)      Computed giving effect to Manager's expense limitation
                  undertaking.

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

         (e)      If the Fund had paid all of its expenses and there had been no
                  reimbursement from the Manager, this ratio would have been
                  1.07%.


                                       24

<PAGE>
FINANCIAL HIGHLIGHTS


COLONIAL STRATEGIC INCOME FUND, VARIABLE SERIES

<TABLE>
<CAPTION>
                                                                                 Years Ended December 31,
                                                             1999          1998          1997          1996            1995
<S>                                                      <C>            <C>           <C>           <C>             <C>
  PER SHARE OPERATING PERFORMANCE:
  Net asset value, beginning of year ($)                    11.08         11.15         11.04         10.99            9.79
- ------------------------------------------------------------------------------------------------------------------------------
  Net investment income (a)                                  0.95          0.91          0.90          0.92            0.55
- ------------------------------------------------------------------------------------------------------------------------------
  Net realized and unrealized gains (losses)
     on investments and foreign currency transactions       (0.75)        (0.24)         0.11          0.16            1.24
- ------------------------------------------------------------------------------------------------------------------------------
  Total from investment operations                           0.20          0.67          1.01          1.08            1.79
- ------------------------------------------------------------------------------------------------------------------------------
  Less distributions:
     Dividends from net investment income                   (0.84)        (0.72)        (0.79)        (0.96)          (0.56)
- ------------------------------------------------------------------------------------------------------------------------------
     In excess of net investment income                      ---          (0.02)        (0.05)          ---            ---
- ------------------------------------------------------------------------------------------------------------------------------
     Dividends from net realized gains                       ---            ---         (0.05)        (0.07)          (0.03)
- ------------------------------------------------------------------------------------------------------------------------------
     In excess of net realized gains                         ---            ---         (0.01)          ---            ---
- ------------------------------------------------------------------------------------------------------------------------------
  Total distributions                                       (0.84)        (0.74)        (0.90)        (1.03)          (0.59)
- ------------------------------------------------------------------------------------------------------------------------------
  Net asset value, end of year ($)                          10.44         11.08         11.15         11.04           10.99
- ------------------------------------------------------------------------------------------------------------------------------
  TOTAL RETURN:
     Total investment return (%) (b)                         1.78          6.03          9.11(c)       9.83(c)        18.30(c)
- ------------------------------------------------------------------------------------------------------------------------------
  RATIOS/SUPPLEMENTAL DATA:
  Net assets, end of year (000) ($)                       170,702       118,985        73,175        53,393          48,334
- ------------------------------------------------------------------------------------------------------------------------------
  Ratio of expenses to average net assets (%) (e)            0.75          0.78          0.80(d)       0.80(d)         0.84(d)
- ------------------------------------------------------------------------------------------------------------------------------
  Ratio of net investment income to
     average net assets (%) (e)                              8.57          7.92          7.86(c)       8.13(c)         8.08(c)
- ------------------------------------------------------------------------------------------------------------------------------
  Portfolio turnover ratio (%)                                 35            50            94           114             281
</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)      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% and 0.94%, respectively.

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


                                       25

<PAGE>

FINANCIAL HIGHLIGHTS


COLONIAL INTERNATIONAL FUND FOR GROWTH, VARIABLE SERIES

<TABLE>
<CAPTION>
                                                                             Years Ended December 31,
                                                          1999          1998          1997         1996          1995
<S>                                                      <C>           <C>           <C>          <C>         <C>
  PER SHARE OPERATING PERFORMANCE:
  Net asset value, beginning of year ($)                  2.00          1.78           1.96         1.97          1.88
- -----------------------------------------------------------------------------------------------------------------------
  Net investment income (a)                               0.03          0.02           0.02         0.02          0.01
- -----------------------------------------------------------------------------------------------------------------------
  Net realized and unrealized gains (losses) on
     investments                                          0.78          0.21          (0.08)        0.09          0.10
- -----------------------------------------------------------------------------------------------------------------------
  Total from investment operations                        0.81          0.23          (0.06)        0.11          0.11
- -----------------------------------------------------------------------------------------------------------------------
  Less distributions:
     Dividends from net investment income                (0.02)        (0.00)         (0.02)        ---          (0.02)
- -----------------------------------------------------------------------------------------------------------------------
     In excess of net investment income                    ---         (0.01)         (0.02)        ---            ---
- -----------------------------------------------------------------------------------------------------------------------
     Dividends from net realized gains                     ---           ---          (0.08)       (0.12)          ---
- -----------------------------------------------------------------------------------------------------------------------
  Total distributions                                    (0.02)        (0.01)         (0.12)       (0.12)        (0.02)
- -----------------------------------------------------------------------------------------------------------------------
  Net asset value, end of year ($)                        2.79          2.00           1.78         1.96          1.97
- -----------------------------------------------------------------------------------------------------------------------
  TOTAL RETURN:
     Total investment return (%) (b)                      40.58         12.96         (3.27)        5.61          5.85
- -----------------------------------------------------------------------------------------------------------------------
  RATIOS/SUPPLEMENTAL DATA:
  Net assets, end of period (000) ($)                    82,071        52,468        30,600       26,593        22,764
- -----------------------------------------------------------------------------------------------------------------------
  Ratio of expenses to average net assets (%) (c)          1.10          1.24          1.34         1.40          1.40
- -----------------------------------------------------------------------------------------------------------------------
  Ratio of net investment income to
     average net assets (%) (c)                            1.14          0.77          0.82         0.84          0.75
- -----------------------------------------------------------------------------------------------------------------------
  Portfolio turnover ratio (%)                               35            28            28          115            40
</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.


                                       26

<PAGE>

FINANCIAL HIGHLIGHTS


NEWPORT TIGER FUND, VARIABLE SERIES

<TABLE>
<CAPTION>
                                                                          Years Ended December 31,              Period Ended
                                                                                                                December 31,
                                                                 1999        1998        1997        1996         1995***
<S>                                                             <C>         <C>         <C>         <C>         <C>
  PER SHARE OPERATING PERFORMANCE:
  Net asset value, beginning of year ($)                          1.57        1.71        2.52        2.28          2.00
- ---------------------------------------------------------------------------------------------------------------------------
  Net investment income (a)                                       0.03        0.03        0.03        0.03          0.01
- ---------------------------------------------------------------------------------------------------------------------------
  Net realized and unrealized gains (losses) on investments       1.04       (0.14)      (0.81)       0.24          0.29
- ---------------------------------------------------------------------------------------------------------------------------
  Total from investment operations                                1.07       (0.11)      (0.78)       0.27          0.30
- ---------------------------------------------------------------------------------------------------------------------------
  Less distributions:
     Distributions from net investment income                    (0.02)      (0.03)      (0.02)      (0.02)        (0.01)
- ---------------------------------------------------------------------------------------------------------------------------
     In excess of net investment income                            ---         ---       (0.01)        ---         (0.01)
  Total distributions                                            (0.02)      (0.03)      (0.03)      (0.03)        (0.02)
- ---------------------------------------------------------------------------------------------------------------------------
  Net asset value, end of year ($)                                2.62        1.57        1.71        2.52          2.28
- ---------------------------------------------------------------------------------------------------------------------------
  TOTAL RETURN:
     Total investment return (%)(b)                              68.01       (6.43)     (31.14)      11.73         15.00**
- ---------------------------------------------------------------------------------------------------------------------------
  RATIOS/SUPPLEMENTAL DATA:
  Net assets, end of year (000) ($)                             46,125      23,655      24,934      34,642        18,977
- ---------------------------------------------------------------------------------------------------------------------------
  Ratio of expenses to average net assets (%)(c)                  1.21        1.30        1.25        1.27          1.75*
- ---------------------------------------------------------------------------------------------------------------------------
  Ratio of net investment income to average net assets (%)(c)     1.65        2.16        1.14        1.20          0.89*
- ---------------------------------------------------------------------------------------------------------------------------
  Portfolio turnover ratio (%)                                      12          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.


                                       27

<PAGE>

                             SHAREHOLDER INFORMATION


PURCHASES AND REDEMPTIONS The Participating Insurance Companies place daily
orders to purchase and redeem shares of the Funds. These orders generally
reflect the net effect of instructions they receive from holders of their VA
contracts and VLI policies and certain other terms of those contracts and
policies. The Trust issues and redeems shares at net asset value (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 FUNDS CALCULATE NET ASSET VALUE 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 therefore the NAV of a Fund's shares may change on days when
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.


                                       28

<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 Statement of Additional Information for more
information on the Funds and the securities in which they invest. The Statement
of Additional Information 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 Statement of Additional Information,
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 Edgar database on the Securities and Exchange Commission internet site 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
electronic request at the e-mail address [email protected] or by writing the:

Public Reference Room
Securities and Exchange Commission
Washington, DC 20549-0102

Information on the operation of the Public Reference Room may be obtained by
calling 1-202-942-8090.

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. Growth & Income 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, 2000


Colonial Growth and Income Fund, Variable Series
Stein Roe Global Utilities Fund, Variable Series
Colonial Small Cap Value Fund, Variable Series
Colonial U.S. Growth & Income 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 are available only through variable annuity contracts and variable
life insurance policies of participating insurance companies.

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

                                    * * * *
Although trust shares have been registered with the Securities and
Exchange Commission, the Commission has not approved or disapproved 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 Small Cap Value Fund, Variable Series........................   8
Colonial U.S. Growth & Income Fund, Variable Series...................  10
Colonial Strategic Income Fund, Variable Series.......................  12
Colonial High Yield Securities Fund, Variable Series..................  15
Liberty All-Star Equity Fund, Variable Series.........................  18

TRUST MANAGEMENT ORGANIZATIONS .......................................  21

The Trustees..........................................................  21
Investment Advisor:  Liberty Advisory Services Corp...................  21
Investment Sub-Advisors and Portfolio Managers........................  21

OTHER INVESTMENT STRATEGIES AND RISKS ................................  24

U.S. Government Securities............................................  24
Structure Risk........................................................  24
Zero Coupon Bonds.....................................................  24
Convertible Securities................................................  24
Derivative Strategies.................................................  25
Temporary Defensive Strategies........................................  25

FINANCIAL HIGHLIGHTS .................................................  26

SHAREHOLDER INFORMATION ..............................................  33

Purchases and Redemptions.............................................  33
How the Funds Calculate Net Asset Value...............................  33
Dividends and Distributions...........................................  33
Tax Consequences......................................................  33


                                       2

<PAGE>

                                    THE TRUST

Liberty Variable Investment Trust (Trust) includes twelve separate mutual funds
(Funds), each with its own investment goals 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
an investment sub-advisor (Sub-Advisor) for each Fund, and all of the
Sub-Advisors are affiliates of LASC. Each Fund has 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 Small Cap Value Fund, Variable Series (Small Cap Fund)
Colonial U.S. Growth & Income Fund, Variable Series (U.S. Growth & Income
              Fund) (formerly Colonial U.S. Stock Fund, Variable Series)
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 underwriter of
the Funds is Liberty Funds Distributor, Inc. (LFD). LFD is an affiliate 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. 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;

         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 judgment subjectively, based upon available information.

Additional strategies that are not primary investment strategies and the risks
associated with them are described below under "Other Investment Strategies and
Risks."


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 prevent the Fund from achieving its goals. It is possible to lose money by
investing in the Fund.

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

Value stocks are securities of companies that 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 not approach the value Colonial
has placed on it.

Foreign securities are subject to special risks. Foreign stock markets can be
extremely volatile. Fluctuations in currency exchange rates may impact the value
of foreign securities without a change in the intrinsic value of those
securities. 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. 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 calendar year total returns. The performance table
following the bar chart shows how the Fund's average annual returns compare with
those of a broad measure of market performance for 1 year, 5 years and the life
of the Fund. The Fund's return is compared 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. 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 indices. The Fund's return is also compared to the average
return of the funds included in the Lipper Growth & Income - Annuities Funds
category average (Lipper Average). This Lipper Average, which is calculated by
Lipper, Inc., is composed of funds with similar investment objectives to the
Fund. Sales charges are not reflected in the Lipper Average. 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. Performance results include the effect of expense
reduction arrangements, if any. As with all mutual funds, past performance does
not predict the Fund's future performance. 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>
<S>         <C>
1994        -0.76%
1995        30.03%
1996        17.89%
1997        28.97%
1998        11.13%
1999         5.55%
</TABLE>


The Fund's year-to-date total return through March 31, 2000 was -1.59%%.

For period shown in bar chart:

Best quarter:  4th quarter 1998, +16.92%

Worst quarter: 3rd quarter 1998, -13.57%

AVERAGE ANNUAL TOTAL RETURNS - FOR PERIODS ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
                                             INCEPTION                                  LIFE OF THE
                                               DATE          1 YEAR        5 YEARS         FUND
<S>                                          <C>             <C>           <C>          <C>
Fund (%)                                      7/1/93           5.55         18.32          14.52
- --------------------------------------------------------------------------------------------------
S&P Index (%)                                   N/A           21.03         28.54         22.46(1)
- --------------------------------------------------------------------------------------------------
Lipper Average (%)                              N/A           14.63         21.86         17.74(1)
</TABLE>


(1) Performance information is from June 30, 1993.


                                       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).

Additional strategies that are not primary investment strategies and the risks
associated with them are described below under "Other Investment Strategies and
Risks."


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 prevent the Fund from achieving its goals. It is possible to lose money by
investing in the Fund.

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

Utility company securities are subject to special risks. These securities are
especially affected by changes in interest rates, as well as by general
competitive and market forces in the industry. As interest rates increase, the
value of securities of utility companies tends to decrease, and vice versa. 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.

Foreign securities are subject to special risks. Foreign stock markets can be
extremely volatile. Fluctuations in currency exchange rates may impact the value
of foreign securities without a change in the intrinsic value of those
securities. 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. 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 calendar year total returns. The performance table
following the bar chart shows how the Fund's average annual returns compare with
those of a broad measure of market performance for 1 year, 5 years and the life
of the Fund. The Fund's return is compared to the Standard & Poor's Utilities
Index (S&P Index), an unmanaged index that tracks the performance of domestic
utility stocks, and the Morgan Stanley Capital International World Index ND
(MSCI Index), 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
indices. The Fund's return is also compared to the average return of the funds
included in the Lipper Utilities Annuities Funds category average (Lipper
Average). This Lipper Average, which is calculated by Lipper, Inc., is composed
of funds with similar investment objectives to the Fund. Sales charges are not
reflected in the Lipper Average. 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. Performance results include the effect of expense reduction
arrangements, if any. As with all mutual funds, past performance does not
predict the Fund's future performance. 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>
<S>        <C>
1994       -10.27%
1995        35.15%
1996         6.53%
1997        28.75%
1998        18.33%
1999        28.63%
</TABLE>

The Fund's year-to-date total return through March 31, 2000 was +8.05%.

For period shown in bar chart:

Best quarter:  4th quarter 1999, +24.73%

Worst quarter: 1st quarter 1994, -8.91%

AVERAGE ANNUAL TOTAL RETURNS - FOR PERIODS ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
                                             INCEPTION                                  LIFE OF THE
                                               DATE          1 YEAR        5 YEARS         FUND
<S>                                          <C>             <C>           <C>          <C>
Fund (%)                                      7/1/93          28.63         23.06          15.04
- ---------------------------------------------------------------------------------------------------
MSCI Index (%)                                  N/A           24.93         19.76          16.86(2)
- ---------------------------------------------------------------------------------------------------
S&P Index (%)                                   N/A           -8.88         13.66           9.11(2)
- ---------------------------------------------------------------------------------------------------
Lipper Average (%)                              N/A           15.40         19.64          12.14(2)
</TABLE>


(2)  Performance information is from June 30, 1993.


                                       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 of U.S. companies. 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 undervalued 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.

Additional strategies that are not primary investment strategies and the risks
associated with them are described below under "Other Investment Strategies and
Risks."


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 prevent the Fund from achieving its goals. It is possible to lose money by
investing in the Fund.

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

Smaller companies are more likely than larger companies to have limited product
lines, operating histories, markets or financial resources. They may depend
heavily on a small management team. Stocks of smaller companies may trade less
frequently, may trade in smaller volumes and may fluctuate more sharply in price
than stocks of larger companies. In addition, they may not be widely followed by
the investment community, which can lower the demand for their stock.

Value stocks are securities of companies that 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 not approach the value Colonial
has placed on it.


                                       8

<PAGE>
THE FUNDS  Colonial Small Cap Value Fund, Variable Series


PERFORMANCE HISTORY

The bar chart below shows the Fund's performance by illustrating the Fund's
calendar year total returns. The performance table following the bar chart shows
how the Fund's average annual returns compare with those of a broad measure of
market performance for 1 year and the life of the Fund. The Fund's return is
compared to the Russell 2000 Index (Russell Index), an unmanaged index that
tracks the performance of small-capitalization stocks traded on the New York
Stock Exchange, American Stock Exchange and the NASDAQ. 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 indices. The Fund's return is
also compared to the average return of the funds included in the Lipper Small
Cap-Annuities Funds category average (Lipper Average). This Lipper Average,
which is calculated by Lipper, Inc., is composed of funds with similar
investment objectives to the Fund. Sales charges are not reflected in the Lipper
Average. 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. Performance
results include the effect of expense reduction arrangements, if any. If these
arrangements were not in place, then the performance results would have been
lower. Any expense reduction arrangements may be discontinued at any time. As
with all mutual funds, past performance does not predict the Fund's future
performance. 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>
<S>          <C>
1999         6.34%
</TABLE>


The Fund's year-to-date total return through March 31, 2000 was +1.43%.

For period shown in bar chart:

Best quarter: 2nd quarter 1999, +16.78%

Worst quarter: 1st quarter 1999, -13.27%



AVERAGE ANNUAL TOTAL RETURNS - FOR PERIODS ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
                                             INCEPTION                   LIFE OF THE
                                               DATE          1 YEAR          FUND
<S>                                          <C>             <C>         <C>
Fund (%)                                      5/19/98         6.34          (4.85)
- ------------------------------------------------------------------------------------
Russell Index (%)                               N/A           21.26          4.01(3)
- ------------------------------------------------------------------------------------
Lipper Average (%)                              N/A           37.57        12.97 (3)
</TABLE>


(3)  Performance information is from April 30, 1998.

                                       9

<PAGE>

               COLONIAL U.S. GROWTH & INCOME FUND, VARIABLE SERIES


INVESTMENT GOALS

The Fund seeks long-term growth and income.


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. Up to 10% of the Fund's assets may be
invested in debt securities.

In selecting debt securities for the Fund, Colonial may invest in:

         -        debt securities that are convertible into common stock;

         -        corporate debt securities rated investment-grade by at least
                  two nationally recognized rating organizations (investment
                  grade stocks have a rating of BBB or higher by Standard &
                  Poor's Ratings Services or Baa or higher by Moody's Investors
                  Service, Inc.); and

         -        debt securities issued or guaranteed by the U.S. government.

In managing the Fund, Colonial uses a value investing strategy that focuses on
buying stocks cheaply when they are undervalued 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.

Additional strategies that are not primary investment strategies and the risks
associated with them are described below under "Other Investment Strategies and
Risks."


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 prevent the Fund from achieving its goals. It is possible to lose money by
investing in the Fund.

Market risk is the risk that the price of a security held by the Fund will fall
due to changing market, economic or political conditions. Market risk includes
interest rate risk.

Because the Fund may invest in debt securities issued by private entities,
including corporate bonds and privately issued mortgage-backed and asset-backed
securities, the Fund is subject to issuer risk. Issuer risk is the possibility
that changes in the financial condition of the issuer of a security, changes in
general economic conditions, or changes in economic conditions that affect the
issuer may impact its willingness or ability to make timely payments of interest
or principal. This could result in a decrease in the price of the security and
in some cases a decrease in income.

Interest rate risk is the risk of a change 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.

Value stocks are securities of companies that 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 not approach the value Colonial
has placed on it.


                                       10

<PAGE>


THE FUNDS  Colonial U.S. Growth & 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 calendar year total returns. The performance table
following the bar chart shows how the Fund's average annual returns compare with
those of a broad measure of market performance for 1 year, 5 years and the life
of the Fund. The Fund's return is compared 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. 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 indices. The Fund's return is also compared to the average
return of the funds included in the Lipper Growth & Income - Annuities Funds
category average (Lipper Average). This Lipper Average, which is calculated by
Lipper, Inc., is composed of funds with similar investment objectives to the
Fund. Sales charges are not reflected in the Lipper Average. 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. Performance results include the effect of expense
reduction arrangements, if any. If these arrangements were not in place, then
the performance results would have been lower. Any expense reduction
arrangements may be discontinued at any time. As with all mutual funds, past
performance does not predict the Fund's future performance. 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>
<S>       <C>
1995      29.70%
1996      21.84%
1997      32.23%
1998      20.15%
1999      12.00%
</TABLE>

The Fund's year-to-date total return through March 31, 2000 was +0.40%.

For period shown in bar chart:

Best quarter:  4th quarter 1998, +21.79%

Worst quarter: 3rd quarter 1998, -14.16%

AVERAGE ANNUAL TOTAL RETURNS - FOR PERIODS ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
                                             INCEPTION                                 LIFE OF THE
                                               DATE          1 YEAR       5 YEARS         FUND
<S>                                          <C> <C>         <C>          <C>          <C>
Fund (%)                                      7/5/94          12.00        22.97          21.64
- -------------------------------------------------------------------------------------------------
S&P Index (%)                                   N/A           21.03        28.54         26.73(4)
- -------------------------------------------------------------------------------------------------
Lipper Average (%)                              N/A           14.63        21.86         20.42(4)
</TABLE>


(4)  Performance information is from June 30, 1994.


                                       11

<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 goals 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 goals 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 Ratings Services;

- -        Baa through D by Moody's Investors Service, 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.

Additional strategies that are not primary investment strategies and the risks
associated with them are described below under "Other Investment Strategies and
Risks."


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 prevent the Fund from achieving its goals. It is possible to lose money by
investing in the Fund.

Market risk is the risk that the price of a security held by the Fund will fall
due to changing market, economic or political conditions. Market risk includes
interest rate risk.

Interest rate risk is the risk of a change 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 debt securities issued by private entities,
including corporate bonds and privately issued mortgage-backed and asset-backed
securities, the Fund is subject to issuer risk. Issuer risk is the possibility
that changes in the financial condition of the issuer of a security, changes in
general economic conditions, or changes in economic conditions that affect the
issuer may impact its willingness or ability to make timely payments of interest
or principal. This could result in a decrease in the price of the security and
in some cases a decrease in income.


                                       12

<PAGE>

THE FUNDS  Colonial Strategic Income Fund, Variable Series


Foreign securities are subject to special risks. Foreign markets can be
extremely volatile. Fluctuations in currency exchange rates may impact the value
of foreign securities without a change in the intrinsic value of those
securities. 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. 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 subject to additional risk. The risks of foreign
investments are typically increased in less developed 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.

Lower-rated debt securities involve greater risk of loss due to credit
deterioration and are less liquid, especially during periods of economic
uncertainty or change, than higher quality debt securities. Lower-rated debt
securities have the added risk that the issuer of the security may default and
not make payment of interest or principal.


                                       13

<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 calendar year total returns. The performance table
following the bar chart shows how the Fund's average annual returns compare with
those of a broad measure of market performance for 1 year, 5 years and the life
of the Fund. The Fund's return is compared 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. 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 indices. The Fund's return is also compared to
the average return of the funds included in the Lipper General Bonds - Annuities
Funds category average (Lipper Average). This Lipper Average, which is
calculated by Lipper, Inc., is composed of funds with similar investment
objectives to the Fund. Sales charges are not reflected in the Lipper Average.
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. Performance results include the
effect of expense reduction arrangements, if any. If these arrangements were not
in place, then the performance results would have been lower. Any expense
reduction arrangements may be discontinued at any time. As with all mutual
funds, past performance does not predict the Fund's future performance. 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>
<S>       <C>
1995      18.30%
1996       9.83%
1997       9.11%
1998       6.03%
1999       1.78%
</TABLE>

The Fund's year-to-date total return through March 31, 2000 was -0.10%.

For period shown in bar chart:

Best quarter:  1st quarter 1995, +5.62%

Worst quarter: 1st quarter 1997, -1.00%



AVERAGE ANNUAL TOTAL RETURNS - FOR PERIODS ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
                                             INCEPTION       1 YEAR       5 YEARS      LIFE OF THE
                                               DATE                                       FUND
<S>                                          <C>             <C>          <C>          <C>
Fund (%)                                      7/5/94          1.78          8.88          8.26
- ------------------------------------------------------------------------------------------------
Lehman Index (%)                                N/A          (2.15)         7.61          7.06(5)
- ------------------------------------------------------------------------------------------------
Lipper Average (%)                              N/A           0.76          7.84          7.03(5)
</TABLE>


(5)  Performance information is from June 30, 1994.


                                       14

<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 goals by investing primarily in lower-rated
corporate debt securities. These securities have the following ratings:

- -        BBB through C by Standard & Poor's Ratings Services;

- -        Baa through D by Moody's Investors, Service, 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.

Additional strategies that are not primary investment strategies and the risks
associated with them are described below under "Other Investment Strategies and
Risks."


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 prevent the Fund from achieving its goals. It is possible to lose money by
investing in the Fund.

Market risk is the risk that the price of a security held by the Fund will fall
due to changing market, economic or political conditions. Market risk includes
interest rate risk.

Interest rate risk is the risk of a change 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 debt securities issued by private entities,
including corporate bonds and privately issued mortgage-backed and asset-backed
securities, the Fund is subject to issuer risk. Issuer risk is the possibility
that changes in the financial condition of the issuer of a security, changes in
general economic conditions, or changes in economic conditions that affect the
issuer may impact its willingness or ability to make timely payments of interest
or principal. This could result in a decrease in the price of the security and
in some cases a decrease in income.

Lower-rated debt securities involve greater risk of loss due to credit
deterioration and are less liquid, especially during periods of economic
uncertainty or change, than higher quality debt securities. Lower-rated debt
securities have the added risk that the issuer of the security may default and
not make payment of interest or principal.


                                       15

<PAGE>

THE FUNDS  Colonial High Yield Securities Fund, Variable Series


Foreign securities are subject to special risks. Foreign stock markets can be
extremely volatile. Fluctuations in currency exchange rates may impact the value
of foreign securities without a change in the intrinsic value of those
securities. 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. 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 subject to additional risk. The risks of foreign
investments are typically increased in less developed 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.


                                       16

<PAGE>

THE FUNDS  Colonial High Yield Securities Fund, Variable Series


PERFORMANCE HISTORY

The bar chart below shows the Fund's performance by illustrating the Fund's
calendar year total return. The performance table following the bar chart shows
how the Fund's average annual returns compare with those of a broad measure of
market performance for 1 year and the life of the Fund. The Fund's return is
compared to the CS First Boston Global High Yield Index (CS Index), an unmanaged
index that tracks the performance of high yield bond funds. 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 indices. The
Fund's return is also compared to the average return of the funds included in
the Lipper High Current Yield - Annuities Funds category average (Lipper
Average). This Lipper Average, which is calculated by Lipper, Inc., is composed
of funds with similar investment objectives to the Fund. Sales charges are not
reflected in the Lipper Average. 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. Performance results include the effect of expense reduction
arrangements, if any. If these arrangements were not in place, then the
performance results would have been lower. Any expense reduction arrangements
may be discontinued at any time. As with all mutual funds, past performance does
not predict the Fund's future performance. 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>
<S>      <C>
1999     1.65%
</TABLE>


The Fund's year-to-date total return through March 31, 2000 was -1.36%.

For period shown in bar chart:

Best quarter:  1st quarter 1999, +3.11%

Worst quarter: 3rd quarter 1999, -1.90%



AVERAGE ANNUAL TOTAL RETURNS - FOR PERIODS ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
                                             INCEPTION       1 YEAR        LIFE OF THE
                                               DATE                           FUND
<S>                                          <C>  <C>        <C>           <C>
Fund (%)                                      5/19/98         1.65           (0.59)
- ------------------------------------------ -------------- -------------- ----------------
CS Index (%)                                    N/A           3.28            0.06(6)
- ------------------------------------------ -------------- -------------- ----------------
Lipper Average (%)                              N/A           4.04           (0.28)(6)
</TABLE>


(6)  Performance information is from April 30, 1998.


                                       17

<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 as follows:

- -        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.

- -        TCW Investment Management Company incorporates secular growth trends
         and uses a "bottom-up" approach by investing in primarily large-cap
         companies that have distinct business model advantages.

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.


                                       18

<PAGE>

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 and Liberty
All-Star Growth & Income Fund, a multi-managed open-ended fund. These funds have
the same investment objective and investment program as the Fund, and currently
have the same Portfolio Managers. LAMCO expects that these 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.

Additional strategies that are not primary investment strategies and the risks
associated with them are described below under "Other Investment Strategies and
Risks."


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 prevent the Fund from achieving its goals. It is possible to lose money by
investing in the Fund.

Market risk is the risk that the price of a security held by the Fund will fall
due to changing market, economic or political conditions. Market risk includes
interest rate risk.

Interest rate risk is the risk of a change 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.

Value stocks are securities of companies that 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 the Portfolio Managers' assessment of a
company's prospects is wrong, the price of its stock may not approach the value
the Portfolio Managers have placed on it.


                                       19

<PAGE>


PERFORMANCE HISTORY

The bar chart below shows changes in the Fund's performance from year to year by
illustrating the Fund's calendar year total returns. The performance table
following the bar chart shows how the Fund's average annual returns compare with
those of a broad measure of market performance for 1 year and the life of the
Fund. The Fund's return is compared to the Russell 3000 Index (Russell Index), a
capitalization weighted total return index which is comprised of 3000 of the
largest capitalized U.S. domiciled companies whose common stock is traded in the
United States on the New York Stock Exchange, American Stock Exchange and
NASDAQ. 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 indices. The Fund's return is also compared to the average return of
the funds included in the Lipper Growth & Income - Annuities Funds category
average (Lipper Average). This Lipper Average, which is calculated by Lipper,
Inc., is composed of funds with similar investment objectives to the Fund. Sales
charges are not reflected in the Lipper Average. 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. Performance results include the effect of expense
reduction arrangements, if any. If these arrangements were not in place, then
the performance results would have been lower. Any expense reduction
arrangements may be discontinued at any time. As with all mutual funds, past
performance does not predict the Fund's future performance. 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>
<S>       <C>
1998      18.67%
1999       8.47%
</TABLE>


The Fund's year-to-date total return through March 31, 2000 was +5.21%.

For the period shown in bar chart:

Best quarter:  4th quarter 1998, +18.67%

Worst quarter: 3rd quarter 1998, -12.05%



AVERAGE ANNUAL TOTAL RETURNS - FOR PERIODS ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
                                             INCEPTION       1 YEAR       LIFE OF THE
                                               DATE                          FUND
<S>                                          <C>             <C>          <C>
Fund (%)                                     11/17/97          8.47          13.05
- -------------------------------------------------------------------------------------
Russell Index (%)                               N/A          20.90          23.85(7)
- -------------------------------------------------------------------------------------
Lipper Average (%)                              N/A          14.63          16.24(7)
</TABLE>


(7)  Performance information is from October 31, 1997.


                                       20
<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 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 Funds. 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, 2000, LASC managed over $853 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 1999 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. Growth & Income 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%
</TABLE>

(1)      The Small Cap Fund's advisor has voluntarily agreed to waive its
         management fee and reimburse other expenses so that total expenses of
         the Fund (excluding interest, taxes, 12b-1, brokerage and extraordinary
         expenses) do not exceed 1.00%. As a result the actual management fee
         paid to the advisor for the 1999 fiscal year was 0.00%.

(2)      The High Yield Fund's advisor has voluntarily agreed to waive its
         management fee and reimburse other expenses so that total expenses of
         the Fund (excluding interest, taxes, 12b-1, brokerage and extraordinary
         expenses) do not exceed 0.80%. As a result the actual management fee
         paid to the advisor for the 1999 fiscal year was 0.12%.


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. Growth & Income Fund, Strategic
Income Fund and High Yield Fund. Colonial's principal business address is One
Financial Center, Boston, Massachusetts 02111. As of March 31, 2000, Colonial
managed over $15.7 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. Growth & Income Fund, Variable Series                0.60%
             Colonial Strategic Income Fund, Variable Series                    0.45%
             Colonial High Yield Securities Fund, Variable Series               0.40%
</TABLE>


                                       21

<PAGE>
TIME MANAGEMENT ORGANIZATIONS


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

Scott Schermerhorn, a senior vice president of Colonial, has managed the Growth
& Income Fund since November, 1999. Mr. Schermerhorn has managed various other
funds at Colonial since October, 1998. From May, 1996 to October, 1998, Mr.
Schermerhorn was the head of the value team at Federated Investors, where he
managed the American Leader Fund, Federated Stock Trust and Federated Stock and
Bond Fund, as well as other institutional accounts. From February, 1990 to May,
1996, Mr. Schermerhorn was a portfolio manager and a member of the growth and
income team at J&W Seligman.

James P. Haynie, a senior vice president of Colonial, has co-managed the Small
Cap Fund since 1993.

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

Mark Stoeckle has managed the U.S. Growth & Income Fund since December, 1996.
Mr. Stoeckle is a senior vice president of Colonial. Prior to joining Colonial
in October, 1996, Mr. Stoeckle was a portfolio manager at Massachusetts
Financial Services Company from January, 1993 to October, 1996.

Carl C. Ericson has managed the Strategic Income Fund since its inception in
July, 1994. He also has co-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 other Colonial taxable income funds
since 1985.

Scott B. Richards, a senior vice president of Colonial, has co-managed the High
Yield Fund since May, 1999. Prior to joining Colonial he was employed with State
Street Research & Management Company as a vice president and a portfolio manager
from January, 1994 to May, 1999.

Colonial will use its affiliate, Newport Fund Management, Inc.'s (Newport),
trading facilities when buying or selling foreign securities for the Funds'
portfolios. Newport executes all trades under its own procedures.

Colonial's investment advisory business is managed together with the mutual
funds and institutional investment advisory businesses of its affiliate, Stein
Roe. Colonial is part of a larger business unit that includes several separate
legal entities known as Liberty Funds Group LLC (LFG). The LFG business unit and
Stein Roe are managed by a single management team. Stein Roe, Colonial and the
other LFG entities also share personnel, facilities and systems that may be used
in providing administrative or operational services to the Fund. Stein Roe and
Colonial are registered investment advisors. Colonial, the other entities that
make up LFG and Stein Roe are subsidiaries of Liberty Financial Companies, Inc.


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, 2000, Stein Roe managed over $20.5
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, a senior vice president of Stein Roe, has co-managed the
Global Utilities Fund since November, 1997. 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
funds.

Deborah A. Jansen, a senior vice president and senior research analyst for
global and domestic equities and global economic forecasting for Stein Roe, has
co-managed the Global Utilities Fund since November, 1997. Ms. Jansen joined
Stein Roe in 1987 and served as an associate economist and senior economist
before assuming her current responsibilities, which include managing other Stein
Roe funds. Ms. Jansen left Stein Roe in January, 1995 and returned to her
position as a 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.

Stein Roe will use Newport's trading facilities when buying or selling foreign
securities for the Fund's portfolio. Newport executes all trades under its own
procedures.


                                       22

<PAGE>
TIME 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, 2000, LAMCO managed over $1.8
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 portfolio management agreements
among the Trust, LAMCO and the Portfolio Managers. The management agreements
permit 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.

- -        Glen E. Bickerstaff, Managing Director - U.S. Equities of TCW
         Investment Management Company

A more complete description of each Portfolio Manager is included in the
Statement of Additional Information. 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.


                                       23

<PAGE>

                     OTHER INVESTMENT STRATEGIES AND RISKS


The primary investment strategies of each Fund and the associated risks are
described above in each Fund's individual description. This section describes
other investments a Fund may make and the risks associated with them. In seeking
to achieve its goals, each Fund may invest in various types of securities and
engage in various investment techniques which are not the principal 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'
Statement of Additional Information, 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.


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
judgment 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, U.S. Growth & Income Fund, High Yield 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 structure risk that is present in a Fund because of its investments in
mortgage-backed securities and asset-backed 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
security. 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 do not pay interest in cash on a current basis, but instead accrue
interest over the life of the bond. As a result, these securities are issued at
a deep discount. The value of these securities may fluctuate more than similar
securities that pay interest periodically. Although these securities pay no
interest to holders prior to maturity, interest on these securities is reported
as income to the Fund and distributed to its shareholders.


CONVERTIBLE SECURITIES

(U.S. Growth & Income Fund, High Yield Fund) Convertible securities are
preferred stocks or bonds that pay a fixed dividend or interest payment and are
convertible into common stocks at a specified price or conversion ratio. The
risk of investing in convertible securities is the value of the underlying
securities will fluctuate.


                                       24

<PAGE>
OTHER INVESTMENT STRATEGIES AND RISKS


DERIVATIVE 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, commonly referred to as derivatives, involve the
use of financial instruments whose value depends on, or are derived from, the
value of an underlying security, index or currency. A Fund may use these
strategies to adjust the Fund's sensitivity to changes in interest rates or for
other hedging purposes (e.g., attempting to offset a potential loss in one
position by establishing an interest in an opposite position). Derivative
strategies involve the risk that they may exaggerate a loss, potentially losing
more money than the actual cost of the derivative, or limit a potential gain.
Also, with some derivative 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.

TEMPORARY DEFENSIVE STRATEGIES

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, a 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 goals.


                                       25

<PAGE>

                              FINANCIAL HIGHLIGHTS


The financial highlights tables 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 is included in the
Funds' financial statements which have been audited by PricewaterhouseCoopers
LLP, independent accountants, whose reports, along with the Funds' financial
statements, is included in the Funds' 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,
                                                         1999          1998         1997         1996          1995
<S>                                                    <C>           <C>          <C>           <C>           <C>
 PER SHARE OPERATING PERFORMANCE:
 Net asset value, beginning of period ($)               16.39         15.34        13.96         12.60         10.03
- -------------------------------------------------------------------------------------------------------------------------
 Net investment income (a)                               0.17          0.20         0.28         0.28          0.29
- -------------------------------------------------------------------------------------------------------------------------
 Net realized and unrealized gains  on
    investments                                          0.69          1.50         3.75         1.98          2.72
- -------------------------------------------------------------------------------------------------------------------------
 Total from investment operations                        0.86          1.70         4.03         2.26          3.01
- -------------------------------------------------------------------------------------------------------------------------
 Less distributions:
    Dividends from net investment income                (0.15)        (0.18)       (0.27)       (0.28)        (0.25)
- -------------------------------------------------------------------------------------------------------------------------
    In excess of net investment income                   ---          (0.00)       (0.01)         ---           ---
- -------------------------------------------------------------------------------------------------------------------------
    Dividends from net realized gains                   (3.85)        (0.47)       (2.37)       (0.62)        (0.19)
- -------------------------------------------------------------------------------------------------------------------------
    In excess of net realized gains                     (0.07)        (0.00)        ---           ---           ---
- -------------------------------------------------------------------------------------------------------------------------
 Total distributions                                    (4.07)        (0.65)       (2.65)       (0.90)        (0.44)
- -------------------------------------------------------------------------------------------------------------------------
Net asset value, end of year ($)                        13.18         16.39        15.34         13.96         12.60
- -------------------------------------------------------------------------------------------------------------------------
 TOTAL RETURN:
   Total investment return (%) (b)                       5.55         11.13        28.97         17.89         30.03
- -------------------------------------------------------------------------------------------------------------------------
 RATIOS/SUPPLEMENTAL DATA:
 Net assets, end of year (000) ($)                     197,523       149,820      106,909       93,247        71,070
- -------------------------------------------------------------------------------------------------------------------------
 Ratio of expenses to average net assets (%) (c)         0.73          0.76         0.79         0.79          0.81
- -------------------------------------------------------------------------------------------------------------------------
 Ratio of net investment income to
    average net assets (%) (c)                           0.99          1.24         1.77         2.02          2.51
- -------------------------------------------------------------------------------------------------------------------------
 Portfolio turnover ratio (%)                            172            28           60           24            79
</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.


                                       26

<PAGE>
FINANCIAL HIGHLIGHTS


STEIN ROE GLOBAL UTILITIES FUND, VARIABLE SERIES

<TABLE>
<CAPTION>
                                                                            Years Ended December 31,
                                                            1999         1998        1997          1996          1995
<S>                                                     <C>           <C>         <C>          <C>            <C>
  PER SHARE OPERATING PERFORMANCE:
  Net asset value, beginning of year ($)                   13.76        11.92       10.70         10.50          8.11
- -----------------------------------------------------------------------------------------------------------------------
  Net investment income (a)                                 0.28         0.24        0.46          0.46          0.46
- -----------------------------------------------------------------------------------------------------------------------
  Net realized and unrealized gains (losses)
     on investments                                         3.63         1.93        2.62          0.23          2.39
- -----------------------------------------------------------------------------------------------------------------------
  Total from investment operations                          3.91         2.17        3.08          0.69          2.85
- -----------------------------------------------------------------------------------------------------------------------
  Less distributions:
     Dividends from net investment income                  (0.23)       (0.21)      (0.48)        (0.49)        (0.46)
- -----------------------------------------------------------------------------------------------------------------------
     In excess of net investment income                     ---         (0.01)        ---          ---            ---
- -----------------------------------------------------------------------------------------------------------------------
     Dividends from net realized gains on investments      (0.29)       (0.11)      (1.38)         ---            ---
- -----------------------------------------------------------------------------------------------------------------------
  Total distributions                                      (0.52)       (0.33)      (1.86)        (0.49)        (0.46)
- -----------------------------------------------------------------------------------------------------------------------
  Net asset value, end of year ($)                         17.15        13.76       11.92         10.70         10.50
- -----------------------------------------------------------------------------------------------------------------------
  TOTAL RETURN:
     Total investment return (%)(b)                        28.63        18.33       28.75          6.53         35.15
- -----------------------------------------------------------------------------------------------------------------------
  RATIOS/SUPPLEMENTAL DATA:
  Net assets, end of year (000) ($)                      110,150       71,186      54,603        47,907        51,597
- -----------------------------------------------------------------------------------------------------------------------
  Ratio of  expenses to average net assets (%)(c)           0.77         0.82        0.83          0.81          0.83
- -----------------------------------------------------------------------------------------------------------------------
  Ratio of net investment income to
     average net assets (%)(c)                              1.91         1.90        3.96          4.36          4.98
- -----------------------------------------------------------------------------------------------------------------------
  Portfolio turnover ratio (%)                                52           53          89            14            18
</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.


                                       27

<PAGE>
FINANCIAL HIGHLIGHTS


                 COLONIAL SMALL CAP VALUE FUND, VARIABLE SERIES

<TABLE>
<CAPTION>
                                                                  Year Ended        Period Ended
                                                                 December 31,       December 31,
                                                                     1999              1998***
<S>                                                                 <C>              <C>
  PER SHARE OPERATING PERFORMANCE:
  Net asset value, beginning of period ($)                           8.59              10.00
- ----------------------------------------------------------------------------------------------------
  Net investment income (a)                                          0.02               0.08
- ----------------------------------------------------------------------------------------------------
  Net realized and unrealized gains (losses) on investments          0.52              (1.41)
- ----------------------------------------------------------------------------------------------------
  Total from investment operations                                   0.54              (1.33)
- ----------------------------------------------------------------------------------------------------
  Less distributions:
     Dividends from net investment income                           (0.01)             (0.07)
- ----------------------------------------------------------------------------------------------------
     In excess of net investment income                              ---               (0.01)
- ----------------------------------------------------------------------------------------------------
  Total distributions                                               (0.01)             (0.08)
- ----------------------------------------------------------------------------------------------------
  Net asset value, end of year                                       9.12               8.59
- ----------------------------------------------------------------------------------------------------
  TOTAL RETURN
     Total investment return (%)(b)(c)                               6.34            (13.25)**
- ----------------------------------------------------------------------------------------------------
  RATIOS/SUPPLEMENTAL DATA:
  Net assets, end of year (000) ($)                                 3,817              1,782
- ----------------------------------------------------------------------------------------------------
  Ratio of expenses to average net assets (%) (d)(e)                 1.00              1.00*
- ----------------------------------------------------------------------------------------------------
  Ratio of net investment income to
     average net assets (%) (d)                                      0.23              1.41*
- ----------------------------------------------------------------------------------------------------
  Portfolio turnover ratio (%)                                        74                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)      Had the manager not waived or reimbursed a portion of
                  expenses, total return would have been reduced.

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

         (e)      If the Fund had paid all of its expenses and there had been no
                  reimbursement from the Manager, these ratios would have been
                  3.66% and 4.32% (annualized), respectively.


                                       28

<PAGE>
FINANCIAL HIGHLIGHTS


COLONIAL U.S. GROWTH & INCOME FUND, VARIABLE SERIES

<TABLE>
<CAPTION>
                                                                              Years Ended December 31,
                                                          1999          1998           1997         1996            1995
<S>                                                    <C>           <C>             <C>          <C>             <C>    <C>
  PER SHARE OPERATING PERFORMANCE:
  Net asset value, beginning of year ($)                 18.79         16.29          14.22        12.36           10.27
- --------------------------------------------------------------------------------------------------------------------------
  Net investment income (a)                               0.14          0.16           0.20         0.19            0.21
- --------------------------------------------------------------------------------------------------------------------------
  Net realized and unrealized gains on investments        2.07          3.12           4.37         2.52            2.84
- --------------------------------------------------------------------------------------------------------------------------
  Total from investment operations                        2.21          3.28           4.57         2.71            3.05
- --------------------------------------------------------------------------------------------------------------------------
  Less distributions:
     Dividends from net investment income                (0.11)        (0.12)         (0.18)       (0.17)          (0.16)
- --------------------------------------------------------------------------------------------------------------------------
     In excess of net investment income                   ---            ---          (0.01)         ---            ---
- --------------------------------------------------------------------------------------------------------------------------
     Dividends from net realized gains on                (1.04)        (0.64)         (2.30)       (0.68)          (0.80)
     investments
- --------------------------------------------------------------------------------------------------------------------------
     In excess of net realized gains                      ---          (0.02)         (0.01)         ---            ---
- --------------------------------------------------------------------------------------------------------------------------
  Total distributions                                    (1.15)        (0.78)         (2.50)       (0.85)          (0.96)
- --------------------------------------------------------------------------------------------------------------------------
  Net asset value, end of year ($)                       19.85         18.79          16.29        14.22           12.36
- --------------------------------------------------------------------------------------------------------------------------
  TOTAL RETURN:
     Total investment return (%) (b)                     12.00         20.15          32.23         21.84          29.70(c)
- --------------------------------------------------------------------------------------------------------------------------
  RATIOS/SUPPLEMENTAL DATA:
  Net assets, end of period (000) ($)                  212,355       146,239         96,715       60,855          43,017
- --------------------------------------------------------------------------------------------------------------------------
  Ratio of expenses to average net assets (%) (d)         0.88          0.90           0.94         0.95            1.00(e)
- --------------------------------------------------------------------------------------------------------------------------
  Ratio of net investment income to
     average net assets (%) (d)                           0.69          0.88           1.19         1.39            1.72(c)
- --------------------------------------------------------------------------------------------------------------------------
  Portfolio turnover ratio (%)                             101            64             63           77             115
</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)      Computed giving effect to Manager's expense limitation undertaking.

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

(e)      If the Fund had paid all of its expenses and there had been no
         reimbursement from the Manager, this ratio would have been 1.07%.


                                       29

<PAGE>
FINANCIAL HIGHLIGHTS


COLONIAL STRATEGIC INCOME FUND, VARIABLE SERIES

<TABLE>
<CAPTION>
                                                                                 Years Ended December 31,
                                                             1999          1998          1997          1996            1995
<S>                                                       <C>          <C>            <C>           <C>             <C>
  PER SHARE OPERATING PERFORMANCE:
  Net asset value, beginning of year ($)                    11.08          11.15         11.04        10.99            9.79
- ------------------------------------------------------------------------------------------------------------------------------
  Net investment income (a)                                  0.95          0.91          0.90          0.92            0.55
- ------------------------------------------------------------------------------------------------------------------------------
  Net realized and unrealized gains (losses)
     on investments and foreign currency transactions       (0.75)        (0.24)         0.11          0.16            1.24
- ------------------------------------------------------------------------------------------------------------------------------
  Total from investment operations                           0.20          0.67          1.01          1.08            1.79
- ------------------------------------------------------------------------------------------------------------------------------
  Less distributions:
     Dividends from net investment income                   (0.84)        (0.72)        (0.79)        (0.96)          (0.56)
- ------------------------------------------------------------------------------------------------------------------------------
     In excess of net investment income                      ---          (0.02)        (0.05)          ---            ---
- ------------------------------------------------------------------------------------------------------------------------------
     Dividends from net realized gains                       ---            ---         (0.05)        (0.07)          (0.03)
- ------------------------------------------------------------------------------------------------------------------------------
     In excess of net realized gains                         ---            ---         (0.01)          ---            ---
- ------------------------------------------------------------------------------------------------------------------------------
  Total distributions                                       (0.84)        (0.74)        (0.90)        (1.03)          (0.59)
- ------------------------------------------------------------------------------------------------------------------------------
  Net asset value, end of year ($)                          10.44         11.08         11.15         11.04           10.99
- ------------------------------------------------------------------------------------------------------------------------------
  TOTAL RETURN:
     Total investment return (%) (b)                         1.78          6.03          9.11(c)       9.83(c)        18.30(c)
- ------------------------------------------------------------------------------------------------------------------------------
  RATIOS/SUPPLEMENTAL DATA:
  Net assets, end of year (000) ($)                       170,702       118,985        73,175        53,393          48,334
- ------------------------------------------------------------------------------------------------------------------------------
  Ratio of expenses to average net assets (%) (e)            0.75          0.78          0.80(d)       0.80(d)         0.84(d)
- ------------------------------------------------------------------------------------------------------------------------------
  Ratio of net investment income to
     average net assets (%) (e)                              8.57          7.92          7.86(c)       8.13(c)         8.08(c)
- ------------------------------------------------------------------------------------------------------------------------------
  Portfolio turnover ratio (%)                                 35            50            94           114             281
</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)      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% and 0.94%, respectively.

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


                                       30

<PAGE>
FINANCIAL HIGHLIGHTS


COLONIAL HIGH YIELD SECURITIES FUND, VARIABLE SERIES

<TABLE>
<CAPTION>
                                                                                           Year Ended       Period Ended
                                                                                          December 31,      December 31,
                                                                                             1999               1998***
<S>                                                                                       <C>               <C>
  PER SHARE OPERATING PERFORMANCE:
  Net asset value, beginning of year ($)                                                     9.31               10.00
- -------------------------------------------------------------------------------------------------------------------------
  Net investment income (a)                                                                  0.88                0.48
- -------------------------------------------------------------------------------------------------------------------------
  Net realized and unrealized losses                                                        (0.72)              (0.74)
- -------------------------------------------------------------------------------------------------------------------------
  Total from investment operations                                                           0.16               (0.26)
- -------------------------------------------------------------------------------------------------------------------------
  Less distributions:
     Dividends from net investment income                                                   (0.62)              (0.43)
- -------------------------------------------------------------------------------------------------------------------------
     In excess of net investment income                                                       ---               (0.00)
- -------------------------------------------------------------------------------------------------------------------------
  Total distributions                                                                       (0.62)              (0.43)
- -------------------------------------------------------------------------------------------------------------------------
  Net asset value, end of year ($)                                                           8.85                9.31
- -------------------------------------------------------------------------------------------------------------------------
  TOTAL RETURN:
     Total investment return (%) (b)(c)                                                      1.65               (2.57)**
- -------------------------------------------------------------------------------------------------------------------------
  RATIOS/SUPPLEMENTAL DATA:
  Net assets, end of year (000) ($)                                                        15,358               5,915
- -------------------------------------------------------------------------------------------------------------------------
  Ratio of expenses to average net assets (%) (d)(e)                                         0.80                0.80*
- -------------------------------------------------------------------------------------------------------------------------
  Ratio of net investment income to average net assets (%) (c)(d)                            9.36                7.93*
- -------------------------------------------------------------------------------------------------------------------------
  Portfolio turnover ratio (%)                                                                 16                  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)      The benefits derived from custody credits and directed brokerage
         arrangements had no impact.

(e)      If the Fund had paid all of its expenses and there had been no
         reimbursement from the Manager, these ratios would have been 1.28% and
         1.84% (annualized), respectively.


                                       31

<PAGE>
FINANCIAL HIGHLIGHTS


LIBERTY ALL-STAR EQUITY FUND, VARIABLE SERIES

<TABLE>
<CAPTION>
                                                                 Year Ended December 31,        Period Ended
                                                                                                December 31,
                                                                  1999            1998            1997***
<S>                                                             <C>             <C>             <C>
  PER SHARE OPERATING PERFORMANCE:
  Net asset value, beginning of year ($)                         11.90            10.07           10.00
- ------------------------------------------------------------------------------------------------------------
  Net investment income (a)                                       0.06            0.06             0.01
- ------------------------------------------------------------------------------------------------------------
  Net realized and unrealized gains on investments                0.94            1.82             0.07
- ------------------------------------------------------------------------------------------------------------
  Total from investment operations                                1.00            1.88             0.08
- ------------------------------------------------------------------------------------------------------------
  Less distributions:
     Dividends from net investment income                        (0.05)          (0.05)           (0.01)
- ------------------------------------------------------------------------------------------------------------
     Dividends form net realized gains on investments            (0.38)            ---             ---
- ------------------------------------------------------------------------------------------------------------
  Total distributions                                            (0.43)          (0.05)           (0.01)
- ------------------------------------------------------------------------------------------------------------
  Net asset value, end of year ($)                               12.47           11.90            10.07
- ------------------------------------------------------------------------------------------------------------
  TOTAL RETURN:
     Total investment return (%)(b)                               8.47           18.67(c)          0.80**(c)
- ------------------------------------------------------------------------------------------------------------
  RATIOS/SUPPLEMENTAL DATA:
  Net assets, end of year (000) ($)                             80,095          44,870           22,228
- ------------------------------------------------------------------------------------------------------------
  Ratio of expenses to average net assets (%) (d)                 0.95            1.00(e)          1.00*(e)
- ------------------------------------------------------------------------------------------------------------
  Ratio of net investment income to
     average net assets (%) (d)                                   0.47            0.54(c)          0.83*(c)
- ------------------------------------------------------------------------------------------------------------
  Portfolio turnover ratio (%)                                      75              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)      The benefits derived from custody credits and directed brokerage
         arrangements had no impact.

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



                                       32

<PAGE>

                             SHAREHOLDER INFORMATION


PURCHASES AND REDEMPTIONS The Participating Insurance Companies place daily
orders to purchase and redeem shares of the Funds. These orders generally
reflect the net effect of instructions they receive from holders of their VA
contracts and VLI policies and certain other terms of those contracts and
policies. The Trust issues and redeems shares at net asset value (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 FUNDS CALCULATE NET ASSET VALUE 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 therefore the NAV of a Fund's shares may change on days when
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.


                                       33

<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 Statement of Additional Information for more
information on the Funds and the securities in which they invest. The Statement
of Additional Information 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 Statement of Additional Information,
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 Edgar database on the Securities and Exchange Commission internet site 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
electronic request at the e-mail address [email protected] or by writing the:

Public Reference Room
Securities and Exchange Commission
Washington, DC 20549-0102

Information on the operation of the Public Reference Room may be obtained by
calling 1-202-942-8090.

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. Growth & Income 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, 2000


Colonial Small Cap Value Fund, Variable Series
Colonial U.S. Growth & Income 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 are available only through variable annuity contracts and variable
life insurance policies of participating insurance companies.

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

                                     * * * *
Although trust shares have been registered with the Securities and Exchange
Commission, the Commission has not approved or disapproved 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 Small Cap Value Fund, Variable Series..................................  4
Colonial U.S. Growth & Income Fund, Variable Series.............................  6
Colonial Strategic Income Fund, Variable Series.................................  8
Colonial High Yield Securities Fund, Variable Series............................  11
Liberty All-Star Equity Fund, Variable Series...................................  14

TRUST MANAGEMENT ORGANIZATIONS                                                    17

The Trustees....................................................................  17
Investment Advisor:  Liberty Advisory Services Corp.............................  17
Investment Sub-Advisors and Portfolio Managers..................................  17

OTHER INVESTMENT STRATEGIES AND RISKS                                             20

U.S. Government Securities......................................................  20
Structure Risk..................................................................  20
Zero Coupon Bonds...............................................................  20
Convertible Securities..........................................................  20
Derivative Strategies...........................................................  21
Temporary Defensive Strategies..................................................  21

FINANCIAL HIGHLIGHTS                                                              22

SHAREHOLDER INFORMATION                                                           27

Purchases and Redemptions.......................................................  27
How the Funds Calculate Net Asset Value.........................................  27
Dividends and Distributions.....................................................  27
Tax Consequences................................................................  27
</TABLE>

                                       2

<PAGE>
                                    THE TRUST

Liberty Variable Investment Trust (Trust) includes twelve separate mutual funds
(Funds), each with its own investment goals 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
an investment sub-advisor (Sub-Advisor) for each Fund, and all of the
Sub-Advisors are affiliates of LASC. Each Fund has the following Sub-Advisor:

<TABLE>
<CAPTION>
                                         FUND                                                             SUB-ADVISOR
                                         ----                                                             -----------
<S>                                                                                     <C>
Colonial Small Cap Value Fund, Variable Series (Small Cap Fund)                         Colonial Management Associates, Inc.
Colonial U.S. Growth & Income Fund, Variable Series (U.S. Growth & Income               (Colonial)
              Fund) (formerly Colonial U.S. Stock Fund, Variable Series)
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 underwriter of
the Funds is Liberty Funds Distributor, Inc. (LFD). LFD is an affiliate 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 of U.S. companies. 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 undervalued 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.

Additional strategies that are not primary investment strategies and the risks
associated with them are described below under "Other Investment Strategies and
Risks."


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 prevent the Fund from achieving its goals. It is possible to lose money by
investing in the Fund.

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

Smaller companies are more likely than larger companies to have limited product
lines, operating histories, markets or financial resources. They may depend
heavily on a small management team. Stocks of smaller companies may trade less
frequently, may trade in smaller volumes and may fluctuate more sharply in price
than stocks of larger companies. In addition, they may not be widely followed by
the investment community, which can lower the demand for their stock.

Value stocks are securities of companies that 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 not approach the value Colonial
has placed on it.

                                       4

<PAGE>
THE FUNDS Colonial Small Cap Value Fund, Variable Series

PERFORMANCE HISTORY
The bar chart below shows the Fund's performance by illustrating the Fund's
calendar year total returns. The performance table following the bar chart shows
how the Fund's average annual returns compare with those of a broad measure of
market performance for 1 year and the life of the Fund. The Fund's return is
compared to the Russell 2000 Index (Russell Index), an unmanaged index that
tracks the performance of small-capitalization stocks traded on the New York
Stock Exchange, American Stock Exchange and the NASDAQ. 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 indices. The Fund's return is
also compared to the average return of the funds included in the Lipper Small
Cap-Annuities Funds category average (Lipper Average). This Lipper Average,
which is calculated by Lipper, Inc., is composed of funds with similar
investment objectives to the Fund. Sales charges are not reflected in the Lipper
Average. 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. Performance
results include the effect of expense reduction arrangements, if any. If these
arrangements were not in place, then the performance results would have been
lower. Any expense reduction arrangements may be discontinued at any time. As
with all mutual funds, past performance does not predict the Fund's future
performance. 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>
<S>        <C>
1999       6.34%
</TABLE>

The Fund's year-to-date total return through March 31, 2000 was +1.43%.

For period shown in bar chart:

Best quarter: 2nd quarter 1999, +16.78%

Worst quarter: 1st quarter 1999, -13.27%

AVERAGE ANNUAL TOTAL RETURNS - FOR PERIODS ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
                                             INCEPTION                   LIFE OF THE
                                               DATE          1 YEAR          FUND
                                               ----          ------          ----
<S>                                          <C>             <C>         <C>
Fund (%)                                      5/19/98         6.34          (4.85)
- ------------------------------------------------------------------------------------
Russell Index (%)                               N/A           21.26          4.01(1)
- ------------------------------------------------------------------------------------
Lipper Average (%)                              N/A           37.57        12.97 (1)
</TABLE>

(1) Performance information is from April 30, 1998.

                                       5

<PAGE>
               COLONIAL U.S. GROWTH & INCOME FUND, VARIABLE SERIES


INVESTMENT GOALS
The Fund seeks long-term growth and income.


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. Up to 10% of the Fund's assets may be
invested in debt securities.

In selecting debt securities for the Fund, Colonial may invest in:

         -        debt securities that are convertible into common stock;

         -        corporate debt securities rated investment-grade by at least
                  two nationally recognized rating organizations (investment
                  grade stocks have a rating of BBB or higher by Standard &
                  Poor's Ratings Services or Baa or higher by Moody's Investors
                  Service, Inc.); and

         -        debt securities issued or guaranteed by the U.S. government.

In managing the Fund, Colonial uses a value investing strategy that focuses on
buying stocks cheaply when they are undervalued 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.

Additional strategies that are not primary investment strategies and the risks
associated with them are described below under "Other Investment Strategies and
Risks."


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 prevent the Fund from achieving its goals. It is possible to lose money by
investing in the Fund.

Market risk is the risk that the price of a security held by the Fund will fall
due to changing market, economic or political conditions. Market risk includes
interest rate risk.

Because the Fund may invest in debt securities issued by private entities,
including corporate bonds and privately issued mortgage-backed and asset-backed
securities, the Fund is subject to issuer risk. Issuer risk is the possibility
that changes in the financial condition of the issuer of a security, changes in
general economic conditions, or changes in economic conditions that affect the
issuer may impact its willingness or ability to make timely payments of interest
or principal. This could result in a decrease in the price of the security and
in some cases a decrease in income.

Interest rate risk is the risk of a change 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.

Value stocks are securities of companies that 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 not approach the value Colonial
has placed on it.


                                       6

<PAGE>
THE FUNDS Colonial Small Cap Value 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 calendar year total returns. The performance table
following the bar chart shows how the Fund's average annual returns compare with
those of a broad measure of market performance for 1 year, 5 years and the life
of the Fund. The Fund's return is compared 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. 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 indices. The Fund's return is also compared to the average
return of the funds included in the Lipper Growth & Income-Annuities Funds
category average (Lipper Average). This Lipper Average, which is calculated by
Lipper, Inc., is composed of funds with similar investment objectives to the
Fund. Sales charges are not reflected in the Lipper Average. 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. Performance results include the effect of expense
reduction arrangements, if any. If these arrangements were not in place, then
the performance results would have been lower. Any expense reduction
arrangements may be discontinued at any time. As with all mutual funds, past
performance does not predict the Fund's future performance. 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>
<S>            <C>
1995           29.70%
1996           21.84%
1997           32.23%
1998           20.15%
1999           12.00%
</TABLE>

The Fund's year-to-date total return through March 31, 2000 was +0.40%.

For period shown in bar chart:

Best quarter:  4th quarter 1998, +21.79%

Worst quarter: 3rd quarter 1998, -14.16%

AVERAGE ANNUAL TOTAL RETURNS - FOR PERIODS ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
                                             INCEPTION                                 LIFE OF THE
                                               DATE          1 YEAR       5 YEARS         FUND
                                               ----          ------       -------         ----
<S>                                          <C>             <C>          <C>          <C>
Fund (%)                                      7/5/94          12.00        22.97          21.64
- --------------------------------------------------------------------------------------------------
S&P Index (%)                                   N/A           21.03        28.54         26.73(2)
- --------------------------------------------------------------------------------------------------
Lipper Average (%)                              N/A           14.63        21.86         20.42(2)
</TABLE>

(2) Performance information is from June 30, 1994.

                                       7

<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 goals 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 goals 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 Ratings Services;

- -        Baa through D by Moody's Investors Service, 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.

Additional strategies that are not primary investment strategies and the risks
associated with them are described below under "Other Investment Strategies and
Risks."


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 prevent the Fund from achieving its goals. It is possible to lose money by
investing in the Fund.

Market risk is the risk that the price of a security held by the Fund will fall
due to changing market, economic or political conditions. Market risk includes
interest rate risk.

Interest rate risk is the risk of a change 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 debt securities issued by private entities,
including corporate bonds and privately issued mortgage-backed and asset-backed
securities, the Fund is subject to issuer risk. Issuer risk is the possibility
that changes in the financial condition of the issuer of a security, changes in
general economic conditions, or changes in economic conditions that affect the
issuer may impact its willingness or ability to make timely payments of interest
or principal. This could result in a decrease in the price of the security and
in some cases a decrease in income.


                                       8

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

Foreign securities are subject to special risks. Foreign markets can be
extremely volatile. Fluctuations in currency exchange rates may impact the value
of foreign securities without a change in the intrinsic value of those
securities. 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. 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 subject to additional risk. The risks of foreign
investments are typically increased in less developed 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.

Lower-rated debt securities involve greater risk of loss due to credit
deterioration and are less liquid, especially during periods of economic
uncertainty or change, than higher quality debt securities. Lower-rated debt
securities have the added risk that the issuer of the security may default and
not make payment of interest or principal.


                                        9

<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 calendar year total returns. The performance table
following the bar chart shows how the Fund's average annual returns compare with
those of a broad measure of market performance for 1 year, 5 years and the life
of the Fund. The Fund's return is compared 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. 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 indices. The Fund's return is also compared to
the average return of the funds included in the Lipper General Bonds - Annuities
Funds category average (Lipper Average). This Lipper Average, which is
calculated by Lipper, Inc., is composed of funds with similar investment
objectives to the Fund. Sales charges are not reflected in the Lipper Average.
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. Performance results include the
effect of expense reduction arrangements, if any. If these arrangements were not
in place, then the performance results would have been lower. Any expense
reduction arrangements may be discontinued at any time. As with all mutual
funds, past performance does not predict the Fund's future performance. 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>
<S>            <C>
1995           18.30%
1996            9.83%
1997            9.11%
1998            6.03%
1999            1.78%
</TABLE>

The Fund's year-to-date total return through March 31, 2000 was -0.10%.

For period shown in bar chart:

Best quarter:  1st quarter 1995, +5.62%

Worst quarter: 1st quarter 1997, -1.00%

AVERAGE ANNUAL TOTAL RETURNS - FOR PERIODS ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
                                             INCEPTION       1 YEAR       5 YEARS      LIFE OF THE
                                               DATE          ------       -------         FUND
                                             ---------                                    ----
<S>                                          <C>             <C>          <C>          <C>
Fund (%)                                      7/5/94          1.78          8.88          8.26
- --------------------------------------------------------------------------------------------------
Lehman Index (%)                                N/A          (2.15)         7.61          7.06(3)
- --------------------------------------------------------------------------------------------------
Lipper Average (%)                              N/A           0.76          7.84          7.03(3)
</TABLE>

(3) Performance information is from June 30, 1994.


                                       10

<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 goals by investing primarily in lower-rated
corporate debt securities. These securities have the following ratings:

- -        BBB through C by Standard & Poor's Ratings Services;

- -        Baa through D by Moody's Investors, Service, 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.

Additional strategies that are not primary investment strategies and the risks
associated with them are described below under "Other Investment Strategies and
Risks."


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 prevent the Fund from achieving its goals. It is possible to lose money by
investing in the Fund.

Market risk is the risk that the price of a security held by the Fund will fall
due to changing market, economic or political conditions. Market risk includes
interest rate risk.

Interest rate risk is the risk of a change 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 debt securities issued by private entities,
including corporate bonds and privately issued mortgage-backed and asset-backed
securities, the Fund is subject to issuer risk. Issuer risk is the possibility
that changes in the financial condition of the issuer of a security, changes in
general economic conditions, or changes in economic conditions that affect the
issuer may impact its willingness or ability to make timely payments of interest
or principal. This could result in a decrease in the price of the security and
in some cases a decrease in income.

Lower-rated debt securities involve greater risk of loss due to credit
deterioration and are less liquid, especially during periods of economic
uncertainty or change, than higher quality debt securities. Lower-rated debt
securities have the added risk that the issuer of the security may default and
not make payment of interest or principal.

                                       11

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

Foreign securities are subject to special risks. Foreign stock markets can be
extremely volatile. Fluctuations in currency exchange rates may impact the value
of foreign securities without a change in the intrinsic value of those
securities. 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. 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 subject to additional risk. The risks of foreign
investments are typically increased in less developed 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.

                                       12

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


PERFORMANCE HISTORY
The bar chart below shows the Fund's performance by illustrating the Fund's
calendar year total return. The performance table following the bar chart shows
how the Fund's average annual returns compare with those of a broad measure of
market performance for 1 year and the life of the Fund. The Fund's return is
compared to the CS First Boston Global High Yield Index (CS Index), an unmanaged
index that tracks the performance of high yield bond funds. 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 indices. The
Fund's return is also compared to the average return of the funds included in
the Lipper High Current Yield - Annuities Funds category average (Lipper
Average). This Lipper Average, which is calculated by Lipper, Inc., is composed
of funds with similar investment objectives to the Fund. Sales charges are not
reflected in the Lipper Average. 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. Performance results include the effect of expense reduction
arrangements, if any. If these arrangements were not in place, then the
performance results would have been lower. Any expense reduction arrangements
may be discontinued at any time. As with all mutual funds, past performance does
not predict the Fund's future performance. 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>
<S>            <C>
1999           1.65%
</TABLE>

The Fund's year-to-date total return through March 31, 2000 was -1.36%.

For period shown in bar chart:

Best quarter:  1st quarter 1999, +3.11%

Worst quarter: 3rd quarter 1999, -1.90%



AVERAGE ANNUAL TOTAL RETURNS - FOR PERIODS ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
                                             INCEPTION       1 YEAR        LIFE OF THE
                                               DATE          ------           FUND
                                               ----                           ----
<S>                                           <C>             <C>            <C>
Fund (%)                                      5/19/98         1.65           (0.59)
- ---------------------------------------------------------------------------------------
CS Index (%)                                    N/A           3.28            0.06(4)
- ---------------------------------------------------------------------------------------
Lipper Average (%)                              N/A           4.04           (0.28)(4)
</TABLE>

(4) Performance information is from April 30, 1998.

                                       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 as follows:

- -        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.

- -        TCW Investment Management Company incorporates secular growth trends
         and uses a "bottom-up" approach by investing in primarily large-cap
         companies that have distinct business model advantages.

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>
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 and Liberty
All-Star Growth & Income Fund, a multi-managed open-ended fund. These funds have
the same investment objective and investment program as the Fund, and currently
have the same Portfolio Managers. LAMCO expects that these 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.

Additional strategies that are not primary investment strategies and the risks
associated with them are described below under "Other Investment Strategies and
Risks."


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 prevent the Fund from achieving its goals. It is possible to lose money by
investing in the Fund.

Market risk is the risk that the price of a security held by the Fund will fall
due to changing market, economic or political conditions. Market risk includes
interest rate risk.

Interest rate risk is the risk of a change 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.

Value stocks are securities of companies that 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 the Portfolio Managers' assessment of a
company's prospects is wrong, the price of its stock may not approach the value
the Portfolio Managers have placed on it.


                                       15

<PAGE>
THE FUNDS Liberty All-Star Equity 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 calendar year total returns. The performance table
following the bar chart shows how the Fund's average annual returns compare with
those of a broad measure of market performance for 1 year and the life of the
Fund. The Fund's return is compared to the Russell 3000 Index (Russell Index), a
capitalization weighted total return index which is comprised of 3000 of the
largest capitalized U.S. domiciled companies whose common stock is traded in the
United States on the New York Stock Exchange, American Stock Exchange and
NASDAQ. 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 indices. The Fund's return is also compared to the average return of
the funds included in the Lipper Growth & Income - Annuities Funds category
average (Lipper Average). This Lipper Average, which is calculated by Lipper,
Inc., is composed of funds with similar investment objectives to the Fund. Sales
charges are not reflected in the Lipper Average. 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. Performance results include the effect of expense
reduction arrangements, if any. If these arrangements were not in place, then
the performance results would have been lower. Any expense reduction
arrangements may be discontinued at any time. As with all mutual funds, past
performance does not predict the Fund's future performance. 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>
<S>            <C>
1998           18.67%
1999            8.47%
</TABLE>


The Fund's year-to-date total return through March 31, 2000 was +5.21%.

For the period shown in bar chart:

Best quarter:  4th quarter 1998, +18.67%

Worst quarter: 3rd quarter 1998, -12.05%



AVERAGE ANNUAL TOTAL RETURNS - FOR PERIODS ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
                                             INCEPTION       1 YEAR       LIFE OF THE
                                               DATE          ------          FUND
                                             ---------                    -----------
<S>                                          <C>             <C>          <C>
Fund (%)                                     11/17/97         8.47          13.05
- -------------------------------------------------------------------------------------
Russell Index (%)                               N/A          20.90          23.85(5)
- -------------------------------------------------------------------------------------
Lipper Average (%)                              N/A          14.63          16.24(5)
</TABLE>


(5) Performance information is from October 31, 1997.

                                       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 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 Funds. 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, 2000, LASC managed over $853 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 1999 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 Small Cap Value Fund, Variable Series                     0.80% (1)
             Colonial U.S. Growth & Income 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%
</TABLE>

(1)      The Small Cap Fund's advisor has voluntarily agreed to waive its
         management fee and reimburse other expenses so that total expenses of
         the Fund (excluding interest, taxes, 12b-1, brokerage and extraordinary
         expenses) do not exceed 1.00%. As a result the actual management fee
         paid to the advisor for the 1999 fiscal year was 0.00%.

(2)      The High Yield Fund's advisor has voluntarily agreed to waive its
         management fee and reimburse other expenses so that total expenses of
         the Fund (excluding interest, taxes, 12b-1, brokerage and extraordinary
         expenses) do not exceed 0.80%. As a result the actual management fee
         paid to the advisor for the 1999 fiscal year was 0.12%.


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. Growth & Income Fund, Strategic Income Fund and High Yield
Fund. Colonial's principal business address is One Financial Center, Boston,
Massachusetts 02111. As of March 31, 2000, Colonial managed over $15.7 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 Small Cap Value Fund, Variable Series                     0.60%
             Colonial U.S. Growth & Income Fund, Variable Series                0.60%
             Colonial Strategic Income Fund, Variable Series                    0.45%
             Colonial High Yield Securities Fund, Variable Series               0.40%
</TABLE>


                                       17

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

James P. Haynie, a senior vice president of Colonial, has co-managed the Small
Cap Fund since 1993.

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

Mark Stoeckle has managed the U.S. Growth & Income Fund since December, 1996.
Mr. Stoeckle is a senior vice president of Colonial. Prior to joining Colonial
in October, 1996, Mr. Stoeckle was a portfolio manager at Massachusetts
Financial Services Company from January, 1993 to October, 1996.

Carl C. Ericson has managed the Strategic Income Fund since its inception in
July, 1994. He also has co-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 other Colonial taxable income funds
since 1985.

Scott B. Richards, a senior vice president of Colonial, has co-managed the High
Yield Fund since May, 1999. Prior to joining Colonial he was employed with State
Street Research & Management Company as a vice president and a portfolio manager
from January, 1994 to May, 1999.

Colonial will use it's affiliate, Newport Fund Management, Inc.'s (Newport),
trading facilities when buying or selling foreign securities for the Funds'
portfolios. Newport executes all trades under its own procedures.

Colonial's investment advisory business is managed together with the mutual
funds and institutional investment advisory businesses of its affiliate, Stein
Roe & Farnham Incorporated (Stein Roe). Colonial is part of a larger business
unit that includes several separate legal entities known as Liberty Funds Group
LLC (LFG). The LFG business unit and Stein Roe are managed by a single
management team. Stein Roe, Colonial and the other LFG entities also share
personnel, facilities and systems that may be used in providing administrative
or operational services to the Fund. Stein Roe and Colonial are registered
investment advisors. Colonial, the other entities that make up LFG and Stein Roe
are subsidiaries of Liberty Financial Companies, Inc.


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, 2000, LAMCO managed over $1.8
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 portfolio management agreements
among the Trust, LAMCO and the Portfolio Managers. The management agreements
permit 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.

- -        Glen E. Bickerstaff, Managing Director - U.S. Equities of TCW
         Investment Management Company

                                       18

<PAGE>
A more complete description of each Portfolio Manager is included in the
Statement of Additional Information. 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.

                                       19

<PAGE>
                      OTHER INVESTMENT STRATEGIES AND RISKS


The primary investment strategies of each Fund and the associated risks are
described above in each Fund's individual description. This section describes
other investments a Fund may make and the risks associated with them. In seeking
to achieve its goals, each Fund may invest in various types of securities and
engage in various investment techniques which are not the principal 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'
Statement of Additional Information, 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.


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
judgment 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, U.S. Growth & Income Fund, High Yield 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 structure risk that is present in a Fund because of its investments in
mortgage-backed securities and asset-backed 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
security. 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 do not pay interest
in cash on a current basis, but instead accrue interest over the life of the
bond. As a result, these securities are issued at a deep discount. The value of
these securities may fluctuate more than similar securities that pay interest
periodically. Although these securities pay no interest to holders prior to
maturity, interest on these securities is reported as income to the Fund and
distributed to its shareholders.


CONVERTIBLE SECURITIES
(U.S. Growth & Income Fund, High Yield Fund) Convertible securities are
preferred stocks or bonds that pay a fixed dividend or interest payment and are
convertible into common stocks at a specified price or conversion ratio. The
risk of investing in convertible securities is the value of the underlying
securities will fluctuate.

                                       20

<PAGE>
OTHER INVESTMENT STRATEGIES AND RISKS

DERIVATIVE 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, commonly referred to as derivatives, involve the
use of financial instruments whose value depends on, or are derived from, the
value of an underlying security, index or currency. A Fund may use these
strategies to adjust the Fund's sensitivity to changes in interest rates or for
other hedging purposes (e.g., attempting to offset a potential loss in one
position by establishing an interest in an opposite position). Derivative
strategies involve the risk that they may exaggerate a loss, potentially losing
more money than the actual cost of the derivative, or limit a potential gain.
Also, with some derivative 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.


TEMPORARY DEFENSIVE STRATEGIES
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, a 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 goals.

                                       21

<PAGE>
                              FINANCIAL HIGHLIGHTS


The financial highlights tables 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 is included in the
Funds' financial statements which have been audited by PricewaterhouseCoopers
LLP, independent accountants, whose reports, along with the Funds' financial
statements, is included in the Funds' 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

<TABLE>
<CAPTION>
                                                                  Year Ended        Period Ended
                                                                  December 31,       December 31,
                                                                     1999              1998***
<S>                                                               <C>               <C>
  PER SHARE OPERATING PERFORMANCE:
  Net asset value, beginning of period ($)                           8.59              10.00

  Net investment income (a)                                          0.02               0.08

  Net realized and unrealized gains (losses) on investments          0.52              (1.41)

  Total from investment operations                                   0.54              (1.33)

  Less distributions:
     Dividends from net investment income                           (0.01)             (0.07)

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

  Total distributions                                               (0.01)             (0.08)

  Net asset value, end of year                                       9.12               8.59

  TOTAL RETURN
     Total investment return (%)(b)(c)                               6.34             (13.25)**

  RATIOS/SUPPLEMENTAL DATA:
  Net assets, end of year (000) ($)                                 3,817              1,782

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

  Ratio of net investment income to
     average net assets (%) (d)                                      0.23               1.41*

  Portfolio turnover ratio (%)                                        74                 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)      Had the manager not waived or reimbursed a portion of expenses, total
         return would have been reduced.

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

(e)      If the Fund had paid all of its expenses and there had been no
         reimbursement from the Manager, these ratios would have been 3.66% and
         4.32% (annualized), respectively.

                                       22

<PAGE>
FINANCIAL HIGHLIGHTS

COLONIAL U.S. GROWTH & INCOME FUND, VARIABLE SERIES

<TABLE>
<CAPTION>
                                                                              Years Ended December 31,
                                                          1999          1998           1997         1996           1995
                                                          ----          ----           ----         ----           ----
<S>                                                    <C>            <C>           <C>           <C>            <C>
  PER SHARE OPERATING PERFORMANCE:
  Net asset value, beginning of year ($)                 18.79          16.29         14.22         12.36          10.27

  Net investment income (a)                               0.14          0.16           0.20         0.19           0.21

  Net realized and unrealized gains on investments        2.07          3.12           4.37         2.52           2.84

  Total from investment operations                        2.21          3.28           4.57         2.71           3.05

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

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

     Dividends from net realized gains on                (1.04)        (0.64)         (2.30)       (0.68)         (0.80)
     investments

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

  Total distributions                                    (1.15)        (0.78)         (2.50)       (0.85)         (0.96)

  Net asset value, end of year ($)                       19.85          18.79         16.29         14.22          12.36

  TOTAL RETURN:
     Total investment return (%) (b)                     12.00          20.15         32.23         21.84        29.70(c)

  RATIOS/SUPPLEMENTAL DATA:
  Net assets, end of period (000) ($)                   212,355        146,239        96,715       60,855         43,017

  Ratio of expenses to average net assets (%) (d)         0.88          0.90           0.94         0.95          1.00(e)

  Ratio of net investment income to
     average net assets (%) (d)                           0.69          0.88           1.19         1.39          1.72(c)

  Portfolio turnover ratio (%)                            101            64             63           77             115
</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)      Computed giving effect to Manager's expense limitation undertaking.

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

(e)      If the Fund had paid all of its expenses and there had been no
         reimbursement from the Manager, this ratio would have been 1.07%.

                                       23

<PAGE>
FINANCIAL HIGHLIGHTS

COLONIAL STRATEGIC INCOME FUND, VARIABLE SERIES

<TABLE>
<CAPTION>
                                                                                 Years Ended December 31,
                                                             1999          1998          1997          1996            1995
                                                             ----          ----          ----          ----            ----
<S>                                                       <C>            <C>           <C>           <C>             <C>
  PER SHARE OPERATING PERFORMANCE:
  Net asset value, beginning of year ($)                    11.08          11.15         11.04         10.99           9.79

  Net investment income (a)                                  0.95          0.91          0.90          0.92            0.55

  Net realized and unrealized gains (losses)
     on investments and foreign currency transactions       (0.75)        (0.24)         0.11          0.16            1.24

  Total from investment operations                           0.20          0.67          1.01          1.08            1.79

  Less distributions:
     Dividends from net investment income                   (0.84)        (0.72)        (0.79)        (0.96)          (0.56)

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

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

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

  Total distributions                                       (0.84)        (0.74)        (0.90)        (1.03)          (0.59)

  Net asset value, end of year ($)                          10.44          11.08         11.15         11.04          10.99

  TOTAL RETURN:
     Total investment return (%) (b)                         1.78          6.03         9.11(c)       9.83(c)        18.30(c)

  RATIOS/SUPPLEMENTAL DATA:
  Net assets, end of year (000) ($)                        170,702        118,985       73,175        53,393          48,334

  Ratio of expenses to average net assets (%) (e)            0.75          0.78         0.80(d)       0.80(d)        0.84(d)

  Ratio of net investment income to
     average net assets (%) (e)                              8.57          7.92         7.86(c)       8.13(c)        8.08(c)

  Portfolio turnover ratio (%)                                35            50            94            114            281
</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)      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% and 0.94%, respectively.

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

                                       24

<PAGE>
FINANCIAL HIGHLIGHTS

COLONIAL HIGH YIELD SECURITIES FUND, VARIABLE SERIES

<TABLE>
<CAPTION>
                                                                                           Year Ended         Period Ended
                                                                                          December 31,        December 31,
                                                                                             1999                  1998***
                                                                                          ------------        ------------
<S>                                                                                       <C>                 <C>
  PER SHARE OPERATING PERFORMANCE:
  Net asset value, beginning of year ($)                                                     9.31                10.00

  Net investment income (a)                                                                  0.88                0.48

  Net realized and unrealized losses                                                        (0.72)              (0.74)

  Total from investment operations                                                           0.16               (0.26)

  Less distributions:
     Dividends from net investment income                                                   (0.62)              (0.43)

     In excess of net investment income                                                       ---               (0.00)

  Total distributions                                                                       (0.62)              (0.43)

  Net asset value, end of year ($)                                                           8.85                9.31

  TOTAL RETURN:
     Total investment return (%) (b)(c)                                                      1.65              (2.57)**

  RATIOS/SUPPLEMENTAL DATA:
  Net assets, end of year (000) ($)                                                         15,358               5,915

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

  Ratio of net investment income to average net assets (%) (c)(d)                            9.36                7.93*

  Portfolio turnover ratio (%)                                                                16                 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)      The benefits derived from custody credits and directed brokerage
         arrangements had no impact.

(e)      If the Fund had paid all of its expenses and there had been no
         reimbursement from the Manager, these ratios would have been 1.28% and
         1.84% (annualized), respectively.

                                       25

<PAGE>
FINANCIAL HIGHLIGHTS

LIBERTY ALL-STAR EQUITY FUND, VARIABLE SERIES

<TABLE>
<CAPTION>
                                                                  Year Ended December 31,       Period Ended
                                                                                                December 31,
                                                                  1999            1998           1997***
                                                                  ----            ----           -------
<S>                                                              <C>            <C>            <C>
  PER SHARE OPERATING PERFORMANCE:
  Net asset value, beginning of year ($)                         11.90            10.07           10.00

  Net investment income (a)                                       0.06            0.06             0.01

  Net realized and unrealized gains on investments                0.94            1.82             0.07

  Total from investment operations                                1.00            1.88             0.08

  Less distributions:
     Dividends from net investment income                        (0.05)          (0.05)           (0.01)

     Dividends form net realized gains on investments            (0.38)            ---             ---

  Total distributions                                            (0.43)          (0.05)           (0.01)

  Net asset value, end of year ($)                               12.47            11.90           10.07

  TOTAL RETURN:
     Total investment return (%)(b)                               8.47          18.67(c)        0.80**(c)

  RATIOS/SUPPLEMENTAL DATA:
  Net assets, end of year (000) ($)                              80,095          44,870           22,228

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

  Ratio of net investment income to
     average net assets (%) (d)                                   0.47           0.54(c)         0.83*(c)

  Portfolio turnover ratio (%)                                     75              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)      The benefits derived from custody credits and directed brokerage
         arrangements had no impact.

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

                                       26

<PAGE>
                             SHAREHOLDER INFORMATION


PURCHASES AND REDEMPTIONS The Participating Insurance Companies place daily
orders to purchase and redeem shares of the Funds. These orders generally
reflect the net effect of instructions they receive from holders of their VA
contracts and VLI policies and certain other terms of those contracts and
policies. The Trust issues and redeems shares at net asset value (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 FUNDS CALCULATE NET ASSET VALUE 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 therefore the NAV of a Fund's shares may change on days when
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 Statement of Additional Information for more
information on the Funds and the securities in which they invest. The Statement
of Additional Information 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 Statement of Additional Information,
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 Edgar database on the Securities and Exchange Commission internet site 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
electronic request at the e-mail address [email protected] or by writing the:

Public Reference Room
Securities and Exchange Commission
Washington, DC 20549-0102

Information on the operation of the Public Reference Room may be obtained by
calling 1-202-942-8090.

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

Colonial Small Cap Value Fund, Variable Series
Colonial U.S. Growth & Income 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, 2000


Colonial U.S. Growth & Income Fund, Variable Series
Newport Tiger Fund, Variable Series


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

                                     * * * *

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

                                     * * * *

Although trust shares have been registered with the Securities and Exchange
Commission, the Commission has not approved or disapproved 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. Growth & Income Fund, Variable
Series.........................................................................4
Newport Tiger Fund, Variable Series............................................6

TRUST MANAGEMENT ORGANIZATIONS ................................................8

The Trustees...................................................................8
Investment Advisor:  Liberty Advisory Services Corp............................8
Investment Sub-Advisors and Portfolio Managers.................................8

OTHER INVESTMENT STRATEGIES AND RISKS ........................................10

Structure Risk................................................................10
Convertible Securities........................................................10
Derivative Strategies.........................................................10
Temporary Defensive Strategies................................................10

FINANCIAL HIGHLIGHTS .........................................................11

SHAREHOLDER INFORMATION ......................................................13

Purchases and Redemptions.....................................................13
How the Funds Calculate Net Asset Value.......................................13
Dividends and Distributions...................................................13
Tax Consequences..............................................................13


                                       2

<PAGE>
                                    THE TRUST

Liberty Variable Investment Trust (Trust) includes twelve separate mutual funds
(Funds), each with its own investment goals 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
an investment sub-advisor (Sub-Advisor) for each Fund, and all of the
Sub-Advisors are affiliates of LASC. Each Fund has the following Sub-Advisor:

<TABLE>
<CAPTION>
                                          FUND                                                    SUB-ADVISOR
- --------------------------------------------------------------------------------  ---------------------------------------------
<S>                                                                               <C>
Colonial U.S. Growth & Income Fund, Variable Series (U.S. Growth & Income Fund)   Colonial Management Associates, Inc.
       (formerly Colonial U.S. Stock Fund, Variable Series)                       (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 underwriter of
the Funds is Liberty Funds Distributor, Inc. (LFD). LFD is an affiliate 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. GROWTH & INCOME FUND, VARIABLE SERIES


INVESTMENT GOALS
The Fund seeks long-term growth and income.


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. Up to 10% of the Fund's assets may be
invested in debt securities.

In selecting debt securities for the Fund, Colonial may invest in:

         -        debt securities that are convertible into common stock;

         -        corporate debt securities rated investment-grade by at least
                  two nationally recognized rating organizations (investment
                  grade stocks have a rating of BBB or higher by Standard &
                  Poor's Ratings Services or Baa or higher by Moody's Investors
                  Service, Inc.); and

         -        debt securities issued or guaranteed by the U.S. government.

In managing the Fund, Colonial uses a value investing strategy that focuses on
buying stocks cheaply when they are undervalued 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.

Additional strategies that are not primary investment strategies and the risks
associated with them are described below under "Other Investment Strategies and
Risks."


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 prevent the Fund from achieving its goals. It is possible to lose money by
investing in the Fund.

Market risk is the risk that the price of a security held by the Fund will fall
due to changing market, economic or political conditions. Market risk includes
interest rate risk.

Because the Fund may invest in debt securities issued by private entities,
including corporate bonds and privately issued mortgage-backed and asset-backed
securities, the Fund is subject to issuer risk. Issuer risk is the possibility
that changes in the financial condition of the issuer of a security, changes in
general economic conditions, or changes in economic conditions that affect the
issuer may impact its willingness or ability to make timely payments of interest
or principal. This could result in a decrease in the price of the security and
in some cases a decrease in income.

Interest rate risk is the risk of a change 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.

Value stocks are securities of companies that 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 not approach the value Colonial
has placed on it.


                                       4

<PAGE>
PERFORMANCE HISTORY

The bar chart below shows changes in the Fund's performance from year to year by
illustrating the Fund's calendar year total returns. The performance table
following the bar chart shows how the Fund's average annual returns compare with
those of a broad measure of market performance for 1 year, 5 years and the life
of the Fund. The Fund's return is compared 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. 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 indices. The Fund's return is also compared to the average
return of the funds included in the Lipper Growth & Income Annuities Funds
category average (Lipper Average). This Lipper Average, which is calculated by
Lipper, Inc., is composed of funds with similar investment objectives to the
Fund. Sales charges are not reflected in the Lipper Average. 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. Performance results include the effect of expense
reduction arrangements, if any. If these arrangements were not in place, then
the performance results would have been lower. Any expense reduction
arrangements may be discontinued at any time. As with all mutual funds, past
performance does not predict the Fund's future performance. 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>
<S>       <C>
1995      29.70%
1996      21.84%
1997      32.23%
1998      20.15%
1999      12.00%
</TABLE>

The Fund's year-to-date total return through March 31, 2000 was +0.40%.

For period shown in bar chart:

Best quarter:  4th quarter 1998, +21.79%

Worst quarter: 3rd quarter 1998, -14.16%


AVERAGE ANNUAL TOTAL RETURNS - FOR PERIODS ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
                                             INCEPTION                                 LIFE OF THE
                                               DATE          1 YEAR       5 YEARS         FUND
Fund (%)                                      7/5/94          12.00        22.97          21.64
- ------------------------------------------ -------------- -------------- ----------- ----------------
<S>                                        <C>            <C>            <C>         <C>
S&P Index (%)                                   N/A           21.03        28.54         26.73(1)
- ------------------------------------------ -------------- -------------- ----------- ----------------
Lipper Average (%)                              N/A           14.63        21.86         20.42(1)
</TABLE>

(1) Performance information is from June 30, 1994.


                                       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 ten Tiger countries of Asia. The Tigers of Asia are
Hong Kong, Singapore, South Korea, Taiwan, Malaysia, Thailand, India, Indonesia,
The People's Republic of China and the Philippines. In selecting investments for
the Fund, Newport typically purchases stocks of quality growth companies.

Additional strategies that are not primary investment strategies and the risks
associated with them are described below under "Other Investment Strategies and
Risks."


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 prevent the Fund from achieving its goal. It is possible to lose money by
investing in the Fund.

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

Foreign securities are subject to special risks. Foreign stock markets can be
extremely volatile. Fluctuations in currency exchange rates may impact the value
of foreign securities without a change in the intrinsic value of those
securities. 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. 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 ten 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 Asian region as a whole. As
a result events in the region will generally have a greater effect on the Fund
than if the Fund were more geographically diversified, which may result in
greater losses and volatility.

Emerging markets are subject to additional risk. The risks of foreign
investments are typically increased in less developed 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.


                                       6

<PAGE>
PERFORMANCE HISTORY

The bar chart below shows changes in the Fund's performance from year to year by
illustrating the Fund's calendar year total returns. The performance table
following the bar chart shows how the Fund's average annual returns compare with
those of a broad measure of market performance for 1 year and the life of the
Fund. The Fund's return is compared to the Morgan Stanley Capital International
EAFE GDP Index (MSCI Index), a broad-based, unmanaged index that tracks the
performance of foreign 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 indices. The Fund's return is also compared to
the average return of the funds included in the Lipper Pacific-Region-Annuities
Funds category average (Lipper Average). This Lipper Average, which is
calculated by Lipper, Inc., is composed of funds with similar investment
objectives to the Fund. Sales charges are not reflected in the Lipper Average.
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. Performance results include the
effect of expense reduction arrangements, if any. As with all mutual funds, past
performance does not predict the Fund's future performance. 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>
<S>       <C>
1996       11.73%
1997      -31.14%
1998       -6.43%
1999       68.01%
</TABLE>

The Fund's year-to-date total return through March 31, 2000 was +1.91%.

For the period shown in bar chart:

Best quarter:  4th quarter 1998, +37.93%

Worst quarter: 2nd quarter 1998, -28.81%



AVERAGE ANNUAL TOTAL RETURNS - FOR PERIODS ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
                                             INCEPTION                    LIFE OF THE
                                               DATE          1 YEAR           FUND
Fund (%)                                      5/1/95          68.01           7.31
- ------------------------------------------ -------------- -------------- ---------------
<S>                                        <C>            <C>            <C>
MSCI Index (%)                                  N/A           31.00         15.72(2)
- ------------------------------------------ -------------- -------------- ---------------
Lipper Average (%)                              N/A           79.74          4.24(2)
</TABLE>

(2) Performance information is from April 30, 1995.


                                       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 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 Funds. 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, 2000, LASC managed over $853 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 1999 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. Growth & Income 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.
Growth & Income Fund. Colonial's principal business address is One Financial
Center, Boston, Massachusetts 02111. As of March 31, 2000, Colonial managed over
$15.7 billion in assets.

LASC, out of the management fees it receives from the Trust, pays Colonial a
sub-advisory fee at the annual rate of 0.60% of the average daily net assets of
the U.S. Growth & Income Fund.

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

Mark Stoeckle has managed the U.S. Growth & Income Fund since December, 1996.
Mr. Stoeckle is a senior vice president of Colonial. Prior to joining Colonial
in October, 1996, Mr. Stoeckle was a portfolio manager at Massachusetts
Financial Services Company from January, 1993 to October, 1996.

Colonial will use Newport's trading facilities when buying or selling foreign
securities for the Funds' portfolios. Newport executes all trades under its own
procedures.

Colonial's investment advisory business is managed together with the mutual
funds and institutional investment advisory businesses of its affiliate, Stein
Roe & Farnham Incorporated (Stein Roe). Colonial is part of a larger business
unit that includes several separate legal entities known as Liberty Funds Group
LLC (LFG). The LFG business unit and Stein Roe are managed by a single
management team. Stein Roe, Colonial and the other LFG entities also share
personnel, facilities and systems that may be used in providing administrative
or operational services to the Fund. Stein Roe and Colonial are registered
investment advisors. Colonial, the other entities that make up LFG and Stein Roe
are subsidiaries of Liberty Financial Companies, Inc.


                                       8

<PAGE>
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, 2000, Newport managed over $1.4 billion 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, president and a managing director,
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.


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


The primary investment strategies of each Fund and the associated risks are
described above in each Fund's individual description. This section describes
other investments a Fund may make and the risks associated with them. In seeking
to achieve its goals, each Fund may invest in various types of securities and
engage in various investment techniques which are not the principal 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'
Statement of Additional Information, 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.


STRUCTURE RISK

(U.S. Growth & 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 structure risk that is present in
a Fund because of its investments in mortgage-backed securities and asset-backed
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 security. In addition, the potential
impact of prepayment on the price of a security may be difficult to predict and
result in greater volatility.


CONVERTIBLE SECURITIES

(U.S. Growth & Income Fund) Convertible securities are preferred stocks or bonds
that pay a fixed dividend or interest payment and are convertible into common
stocks at a specified price or conversion ratio. The risk of investing in
convertible securities is the value of the underlying securities will fluctuate.


DERIVATIVE 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, commonly referred to as derivatives, involve the
use of financial instruments whose value depends on, or are derived from, the
value of an underlying security, index or currency. A Fund may use these
strategies to adjust the Fund's sensitivity to changes in interest rates or for
other hedging purposes (e.g., attempting to offset a potential loss in one
position by establishing an interest in an opposite position). Derivative
strategies involve the risk that they may exaggerate a loss, potentially losing
more money than the actual cost of the derivative, or limit a potential gain.
Also, with some derivative 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.

TEMPORARY DEFENSIVE STRATEGIES

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, a 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 goals.


                                       10

<PAGE>
                              FINANCIAL HIGHLIGHTS


The financial highlights tables 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 is included in the
Funds' financial statements which have been audited by PricewaterhouseCoopers
LLP, independent accountants, whose reports, along with the Funds' financial
statements, is included in the Funds' 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. GROWTH & INCOME FUND, VARIABLE SERIES

<TABLE>
<CAPTION>
                                                                              Years Ended December 31,
                                                         1999           1998           1997          1996          1995
<S>                                                    <C>            <C>             <C>           <C>           <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of year ($)                   18.79          16.29          14.22         12.36         10.27
Net investment income (a)                                 0.14           0.16           0.20          0.19          0.21
Net realized and unrealized gains on investments          2.07           3.12           4.37          2.52          2.84
Total from investment operations                          2.21           3.28           4.57          2.71          3.05
Less distributions:
   Dividends from net investment income                  (0.11)         (0.12)         (0.18)        (0.17)        (0.16)
   In excess of net investment income                       --             --          (0.01)           --            --
   Dividends from net realized gains on                  (1.04)         (0.64)         (2.30)        (0.68)        (0.80)
   investments
   In excess of net realized gains                          --          (0.02)         (0.01)           --            --
Total distributions                                      (1.15)         (0.78)         (2.50)        (0.85)        (0.96)
Net asset value, end of year ($)                         19.85          18.79          16.29         14.22         12.36

TOTAL RETURN:
   Total investment return (%) (b)                       12.00          20.15          32.23         21.84         29.70(c)

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000) ($)                    212,355        146,239         96,715        60,855        43,017
Ratio of expenses to average net assets (%) (d)           0.88           0.90           0.94          0.95          1.00(e)
Ratio of net investment income to
   average net assets (%) (d)                             0.69           0.88           1.19          1.39          1.72(c)
Portfolio turnover ratio (%)                               101             64             63            77           115
</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)      Computed giving effect to Manager's expense limitation undertaking.

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

(e)      If the Fund had paid all of its expenses and there had been no
         reimbursement from the Manager, this ratio would have been 1.07%.


                                       11

<PAGE>
FINANCIAL HIGHLIGHTS

NEWPORT TIGER FUND, VARIABLE SERIES

<TABLE>
<CAPTION>
                                                                             Years Ended December 31,              Period Ended
                                                                                                                    December 31,
                                                                    1999         1998         1997         1996       1995***
<S>                                                                <C>          <C>          <C>          <C>          <C>
  PER SHARE OPERATING PERFORMANCE:
  Net asset value, beginning of year ($)                             1.57         1.71         2.52         2.28         2.00
  Net investment income (a)                                          0.03         0.03         0.03         0.03         0.01
  Net realized and unrealized gains (losses) on investments          1.04        (0.14)       (0.81)        0.24         0.29
  Total from investment operations                                   1.07        (0.11)       (0.78)        0.27         0.30
  Less distributions:
     Distributions from net investment income                       (0.02)       (0.03)       (0.02)       (0.02)       (0.01)
     In excess of net investment income                                --           --        (0.01)          --        (0.01)
  Total distributions                                               (0.02)       (0.03)       (0.03)       (0.03)       (0.02)
  Net asset value, end of year ($)                                   2.62         1.57         1.71         2.52         2.28

  TOTAL RETURN:
     Total investment return (%)(b)                                 68.01        (6.43)      (31.14)       11.73        15.00**

  RATIOS/SUPPLEMENTAL DATA:
  Net assets, end of year (000) ($)                                46,125       23,655       24,934       34,642       18,977
  Ratio of expenses to average net assets (%)(c)                     1.21         1.30         1.25         1.27         1.75*
  Ratio of net investment income to average net assets (%)(c)        1.65         2.16         1.14         1.20         0.89*
  Portfolio turnover ratio (%)                                         12           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


PURCHASES AND REDEMPTIONS The Participating Insurance Companies place daily
orders to purchase and redeem shares of the Funds. These orders generally
reflect the net effect of instructions they receive from holders of their VA
contracts and VLI policies and certain other terms of those contracts and
policies. The Trust issues and redeems shares at net asset value (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 FUNDS CALCULATE NET ASSET VALUE 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 therefore the NAV of a Fund's shares may change on days when
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 Statement of Additional Information for more
information on the Funds and the securities in which they invest. The Statement
of Additional Information 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 Statement of Additional Information,
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 Edgar database on the Securities and Exchange Commission internet site 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
electronic request at the e-mail address [email protected] or by writing the:

Public Reference Room
Securities and Exchange Commission
Washington, DC 20549-0102

Information on the operation of the Public Reference Room may be obtained by
calling 1-202-942-8090.

INVESTMENT COMPANY ACT FILE NUMBER:

Liberty Variable Investment Trust :  811-07556

Colonial U.S. Growth & Income Fund, Variable Series
Newport Tiger Fund, Variable Series



<PAGE>
                        LIBERTY VARIABLE INVESTMENT TRUST

PROSPECTUS DATED MAY 1, 2000

Newport Tiger Fund, Variable Series


                                TABLE OF CONTENTS


THE TRUST ....................................................................2

THE FUND .....................................................................3

Investment Goal...............................................................3
Primary Investment Strategies.................................................3
Primary Investment Risks......................................................3
Performance History...........................................................4

TRUST MANAGEMENT ORGANIZATIONS ...............................................5

The Trustees..................................................................5
Investment Advisor:  Liberty Advisory Services Corp...........................5
Investment Sub-Advisor and Portfolio Managers.................................5

OTHER INVESTMENT STRATEGIES AND RISKS ........................................6

Derivative Strategies.........................................................6
Temporary Defensive Strategies................................................6

FINANCIAL HIGHLIGHTS .........................................................7

SHAREHOLDER INFORMATION ......................................................8

Purchases and Redemptions.....................................................8
How the Fund Calculates Net Asset Value.......................................8
Dividends and Distributions...................................................8
Tax Consequences..............................................................8

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

                                     * * * *

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

                                     * * * *

Although trust shares have been registered with the Securities and Exchange
Commission, the Commission has not approved or disapproved 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 twelve separate mutual funds
(Funds), each with its own investment goals 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 Newport Tiger Fund,
Variable Series (Fund). LASC has appointed an investment sub-advisor
(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 underwriter of
the Funds is Liberty Funds Distributor, Inc. (LFD). LFD is an affiliate 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.


                                       2

<PAGE>
                                    THE FUND


                       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 ten Tiger countries of Asia. The Tigers of Asia are
Hong Kong, Singapore, South Korea, Taiwan, Malaysia, Thailand, India, Indonesia,
The People's Republic of China and the Philippines. In selecting investments for
the Fund, Newport typically purchases stocks of quality growth companies.

Additional strategies that are not primary investment strategies and the risks
associated with them are described below under "Other Investment Strategies and
Risks."


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 prevent the Fund from achieving its goal. It is possible to lose money by
investing in the Fund.

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

Foreign securities are subject to special risks. Foreign stock markets can be
extremely volatile. Fluctuations in currency exchange rates may impact the value
of foreign securities without a change in the intrinsic value of those
securities. 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. 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 ten 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 Asian region as a whole. As
a result events in the region will generally have a greater effect on the Fund
than if the Fund were more geographically diversified, which may result in
greater losses and volatility.

Emerging markets are subject to additional risk. The risks of foreign
investments are typically increased in less developed 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.


                                       3

<PAGE>
PERFORMANCE HISTORY

The bar chart below shows changes in the Fund's performance from year to year by
illustrating the Fund's calendar year total returns. The performance table
following the bar chart shows how the Fund's average annual returns compare with
those of a broad measure of market performance for 1 year and the life of the
Fund. The Fund's return is compared to the Morgan Stanley Capital International
EAFE GDP Index (MSCI Index), a broad-based, unmanaged index that tracks the
performance of foreign 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 indices. The Fund's return is also compared to
the average return of the funds included in the Lipper Pacific-Region-Annuities
Funds category average (Lipper Average). This Lipper Average, which is
calculated by Lipper, Inc., is composed of funds with similar investment
objectives to the Fund. Sales charges are not reflected in the Lipper Average.
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. Performance results include the
effect of expense reduction arrangements, if any. As with all mutual funds, past
performance does not predict the Fund's future performance. 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>
<S>       <C>
1996       11.73%
1997      -31.14%
1998       -6.43%
1999       68.01%
</TABLE>

The Fund's year-to-date total return through March 31, 2000 was +1.91%.

For the period shown in bar chart:

Best quarter:  4th quarter 1998, +37.93%

Worst quarter: 2nd quarter 1998, -28.81%


AVERAGE ANNUAL TOTAL RETURNS - FOR PERIODS ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
                                             INCEPTION                    LIFE OF THE
                                               DATE          1 YEAR           FUND
Fund (%)                                      5/1/95          68.01           7.31
<S>                                        <C>            <C>            <C>
MSCI Index (%)                                  N/A           31.00         15.72(1)
Lipper Average (%)                              N/A           79.74          4.24(1)
</TABLE>

(1) Performance information is from April 30, 1995.


                                       4

<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 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 Fund. 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, 2000, LASC managed over $853 million in assets. LASC designates
the Trust's Sub-Advisor, evaluates and monitors the Sub-Advisor's performance
and investment program and recommends to the Board of Trustees whether the
Sub-Advisor's contract 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
Management Associates, Inc. in accordance with this authority.

For the 1999 fiscal year, the Trust paid LASC a management fee 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 Fund.
Newport's principal address is 580 California Street, Suite 1960, San Francisco,
California 94104. As of March 31, 2000, Newport managed over $1.4 billion 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 Fund.

Thomas R. Tuttle and Lynda Couch, president and a managing director,
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.


                                       5

<PAGE>
                      OTHER INVESTMENT STRATEGIES AND RISKS


The primary investment strategies of the Fund and the associated 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 principal 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 Statement of Additional Information,
which you may obtain free of charge (see back cover). Approval by the Fund's
shareholders is not required to modify or change the Fund's investment goal or
investment strategies.


DERIVATIVE 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, commonly referred to as derivatives, involve the
use of financial instruments whose value depends on, or are derived from, the
value of an underlying security, index or currency. The Fund may use these
strategies to adjust the Fund's sensitivity to changes in interest rates or for
other hedging purposes (e.g., attempting to offset a potential loss in one
position by establishing an interest in an opposite position). Derivative
strategies involve the risk that they may exaggerate a loss, potentially losing
more money than the actual cost of the derivative, or limit a potential gain.
Also, with some derivative 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.

TEMPORARY DEFENSIVE STRATEGIES

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, 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 the Fund from achieving its
investment goal.


                                       6

<PAGE>
                              FINANCIAL HIGHLIGHTS


The financial highlights table is intended to help you understand the Fund's
financial performance. Information is shown for the Fund's last five fiscal
years, which run from January 1 to December 31. Certain information reflects
financial results for a single Fund share. This information is included in the
Fund's financial statements which have been audited by PricewaterhouseCoopers
LLP, independent accountants, whose report, along with the Fund's financial
statements, is included in the Fund'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,
                                                                    1999         1998         1997         1996            1995***
<S>                                                               <C>           <C>          <C>          <C>           <C>
  PER SHARE OPERATING PERFORMANCE:
  Net asset value, beginning of year ($)                             1.57         1.71         2.52         2.28            2.00
  Net investment income (a)                                          0.03         0.03         0.03         0.03            0.01
  Net realized and unrealized gains (losses) on investments          1.04        (0.14)       (0.81)        0.24            0.29
  Total from investment operations                                   1.07        (0.11)       (0.78)        0.27            0.30
  Less distributions:
     Distributions from net investment income                       (0.02)       (0.03)       (0.02)       (0.02)          (0.01)
     In excess of net investment income                                --           --        (0.01)          --           (0.01)
  Total distributions                                               (0.02)       (0.03)       (0.03)       (0.03)          (0.02)
  Net asset value, end of year ($)                                   2.62         1.57         1.71         2.52            2.28

  TOTAL RETURN:
     Total investment return (%)(b)                                 68.01        (6.43)      (31.14)       11.73           15.00**

  RATIOS/SUPPLEMENTAL DATA:
  Net assets, end of year (000) ($)                                46,125       23,655       24,934       34,642          18,977
  Ratio of expenses to average net assets (%)(c)                     1.21         1.30         1.25         1.27            1.75*
  Ratio of net investment income to average net assets (%)(c)        1.65         2.16         1.14         1.20            0.89*
  Portfolio turnover ratio (%)                                         12           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.


                                       7

<PAGE>
                             SHAREHOLDER INFORMATION


PURCHASES 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 net asset value (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 CALCULATES NET ASSET VALUE The 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 therefore the NAV of the Fund's shares may change on days when
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.


                                       8

<PAGE>
FOR MORE INFORMATION

You can get more information about the Fund's investments in the Fund's
semi-annual and annual report 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 Statement of Additional Information for more
information on the Fund and the securities in which it invests. The Statement of
Additional Information 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 Statement of Additional Information,
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 Edgar database on the Securities and Exchange Commission internet site 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
electronic request at the e-mail address [email protected] or by writing the:

Public Reference Room
Securities and Exchange Commission
Washington, DC 20549-0102

Information on the operation of the Public Reference Room may be obtained by
calling 1-202-942-8090.

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, 2000

Stein Roe Global Utilities Fund, Variable Series
Colonial Small Cap Value Fund, Variable Series
Colonial U.S. Growth & Income 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 are available only through variable annuity contracts and variable
life insurance policies of participating insurance companies.

                                     * * * *

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

                                     * * * *

Although trust shares have been registered with the Securities and Exchange
Commission, the Commission has not approved or disapproved 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
Stein Roe Global Utilities Fund, Variable Series.............................. 4
Colonial Small Cap Value Fund, Variable Series................................ 6
Colonial U.S. Growth & Income Fund, Variable Series........................... 8
Colonial Strategic Income Fund, Variable Series...............................10
Colonial High Yield Securities Fund, Variable Series..........................13
Liberty All-Star Equity Fund, Variable Series.................................16
Newport Tiger Fund, Variable Series...........................................19

TRUST MANAGEMENT ORGANIZATIONS ...............................................24

The Trustees..................................................................24
Investment Advisor:  Liberty Advisory Services Corp...........................24
Investment Sub-Advisors and Portfolio Managers................................25

OTHER INVESTMENT STRATEGIES AND RISKS ........................................28

U.S. Government Securities....................................................28
Structure Risk................................................................28
Zero Coupon Bonds.............................................................28
Convertible Securities........................................................28
Derivative Strategies.........................................................29
Temporary Defensive Strategies................................................29

FINANCIAL HIGHLIGHTS .........................................................30

SHAREHOLDER INFORMATION ......................................................40

Purchases and Redemptions.....................................................40
How the Funds Calculate Net Asset Value.......................................40
Dividends and Distributions...................................................40
Tax Consequences..............................................................40


                                       2

<PAGE>
                                    THE TRUST

Liberty Variable Investment Trust (Trust) includes twelve separate mutual funds
(Funds), each with its own investment goals 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
an investment sub-advisor (Sub-Advisor) for each Fund, and all of the
Sub-Advisors are affiliates of LASC. Each Fund has the following Sub-Advisor:

<TABLE>
<CAPTION>
                                  FUND                                                              SUB-ADVISOR
- --------------------------------------------------------------------------      ------------------------------------------------
<S>                                                                             <C>
Colonial Small Cap Value Fund, Variable Series (Small Cap Fund)                 Colonial Management Associates, Inc. (Colonial)
Colonial U.S. Growth & Income Fund, Variable Series (U.S. Growth & Income
              Fund) (formerly Colonial U.S. Stock Fund, Variable Series)
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 underwriter of
the Funds is Liberty Funds Distributor, Inc. (LFD). LFD is an affiliate 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).

Additional strategies that are not primary investment strategies and the risks
associated with them are described below under "Other Investment Strategies and
Risks."


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 prevent the Fund from achieving its goals. It is possible to lose money by
investing in the Fund.

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

Utility company securities are subject to special risks. These securities are
especially affected by changes in interest rates, as well as by general
competitive and market forces in the industry. As interest rates increase, the
value of securities of utility companies tends to decrease, and vice versa. 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.

Foreign securities are subject to special risks. Foreign stock markets can be
extremely volatile. Fluctuations in currency exchange rates may impact the value
of foreign securities without a change in the intrinsic value of those
securities. 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. 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 calendar year total returns. The performance table
following the bar chart shows how the Fund's average annual returns compare with
those of a broad measure of market performance for 1 year, 5 years and the life
of the Fund. The Fund's return is compared to the Standard & Poor's Utilities
Index (S&P Index), an unmanaged index that tracks the performance of domestic
utility stocks, and the Morgan Stanley Capital International World Index ND
(MSCI Index), 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
indices. The Fund's return is also compared to the average return of the funds
included in the Lipper Utilities Annuities Funds category average (Lipper
Average). This Lipper Average, which is calculated by Lipper, Inc., is composed
of funds with similar investment objectives to the Fund. Sales charges are not
reflected in the Lipper Average. 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. Performance results include the effect of expense reduction
arrangements, if any. As with all mutual funds, past performance does not
predict the Fund's future performance. 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>
<S>       <C>
1994      -10.27%
1995       35.15%
1996        6.53%
1997       28.75%
1998       18.33%
1999       28.63%
</TABLE>

The Fund's year-to-date total return through March 31, 2000 was +8.05%.

For period shown in bar chart:

Best quarter:  4th quarter 1999, +24.73%

Worst quarter: 1st quarter 1994, -8.91%


AVERAGE ANNUAL TOTAL RETURNS - FOR PERIODS ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
                                             INCEPTION                                  LIFE OF THE
                                               DATE          1 YEAR        5 YEARS         FUND
Fund (%)                                      7/1/93          28.63         23.06          15.04
<S>                                        <C>            <C>            <C>           <C>
MSCI Index (%)                                  N/A           24.93         19.76         16.86(1)
S&P Index (%)                                   N/A           -8.88         13.66           9.11(1)
Lipper Average (%)                              N/A           15.40         19.64         12.14(1)
</TABLE>

(1) Performance information is from June 30, 1993.


                                       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 of U.S. companies. 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 undervalued 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.

Additional strategies that are not primary investment strategies and the risks
associated with them are described below under "Other Investment Strategies and
Risks."


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 prevent the Fund from achieving its goals. It is possible to lose money by
investing in the Fund.

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

Smaller companies are more likely than larger companies to have limited product
lines, operating histories, markets or financial resources. They may depend
heavily on a small management team. Stocks of smaller companies may trade less
frequently, may trade in smaller volumes and may fluctuate more sharply in price
than stocks of larger companies. In addition, they may not be widely followed by
the investment community, which can lower the demand for their stock.

Value stocks are securities of companies that 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 not approach the value Colonial
has placed on it.


                                       6

<PAGE>
PERFORMANCE HISTORY

The bar chart below shows the Fund's performance by illustrating the Fund's
calendar year total returns. The performance table following the bar chart shows
how the Fund's average annual returns compare with those of a broad measure of
market performance for 1 year and the life of the Fund. The Fund's return is
compared to the Russell 2000 Index (Russell Index), an unmanaged index that
tracks the performance of small-capitalization stocks traded on the New York
Stock Exchange, American Stock Exchange and the NASDAQ. 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 indices. The Fund's return is
also compared to the average return of the funds included in the Lipper Small
Cap-Annuities Funds category average (Lipper Average). This Lipper Average,
which is calculated by Lipper, Inc., is composed of funds with similar
investment objectives to the Fund. Sales charges are not reflected in the Lipper
Average. 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. Performance
results include the effect of expense reduction arrangements, if any. If these
arrangements were not in place, then the performance results would have been
lower. Any expense reduction arrangements may be discontinued at any time. As
with all mutual funds, past performance does not predict the Fund's future
performance. 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>
<S>        <C>
1999       6.34%
</TABLE>

The Fund's year-to-date total return through March 31, 2000 was +1.43%.

For period shown in bar chart:

Best quarter: 2nd quarter 1999, +16.78%

Worst quarter: 1st quarter 1999, -13.27%


AVERAGE ANNUAL TOTAL RETURNS - FOR PERIODS ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
                                             INCEPTION                   LIFE OF THE
                                               DATE          1 YEAR          FUND
Fund (%)                                      5/19/98         6.34          (4.85)
<S>                                        <C>            <C>            <C>
Russell Index (%)                               N/A           21.26          4.01(2)
Lipper Average (%)                              N/A           37.57        12.97 (2)
</TABLE>

(2) Performance information is from April 30, 1998.


                                       7

<PAGE>
               COLONIAL U.S. GROWTH & INCOME FUND, VARIABLE SERIES


INVESTMENT GOALS

The Fund seeks long-term growth and income.


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. Up to 10% of the Fund's assets may be
invested in debt securities.

In selecting debt securities for the Fund, Colonial may invest in:

         -        debt securities that are convertible into common stock;

         -        corporate debt securities rated investment-grade by at least
                  two nationally recognized rating organizations (investment
                  grade stocks have a rating of BBB or higher by Standard &
                  Poor's Ratings Services or Baa or higher by Moody's Investors
                  Service, Inc.); and

         -        debt securities issued or guaranteed by the U.S. government.

In managing the Fund, Colonial uses a value investing strategy that focuses on
buying stocks cheaply when they are undervalued 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.

Additional strategies that are not primary investment strategies and the risks
associated with them are described below under "Other Investment Strategies and
Risks."


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 prevent the Fund from achieving its goals. It is possible to lose money by
investing in the Fund.

Market risk is the risk that the price of a security held by the Fund will fall
due to changing market, economic or political conditions. Market risk includes
interest rate risk.

Because the Fund may invest in debt securities issued by private entities,
including corporate bonds and privately issued mortgage-backed and asset-backed
securities, the Fund is subject to issuer risk. Issuer risk is the possibility
that changes in the financial condition of the issuer of a security, changes in
general economic conditions, or changes in economic conditions that affect the
issuer may impact its willingness or ability to make timely payments of interest
or principal. This could result in a decrease in the price of the security and
in some cases a decrease in income.

Interest rate risk is the risk of a change 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.

Value stocks are securities of companies that 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 not approach the value Colonial
has placed on it.


                                       8

<PAGE>
PERFORMANCE HISTORY

The bar chart below shows changes in the Fund's performance from year to year by
illustrating the Fund's calendar year total returns. The performance table
following the bar chart shows how the Fund's average annual returns compare with
those of a broad measure of market performance for 1 year, 5 years and the life
of the Fund. The Fund's return is compared 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. 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 indices. The Fund's return is also compared to the average
return of the funds included in the Lipper Growth & Income - Annuities Funds
category average (Lipper Average). This Lipper Average, which is calculated by
Lipper, Inc., is composed of funds with similar investment objectives to the
Fund. Sales charges are not reflected in the Lipper Average. 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. Performance results include the effect of expense
reduction arrangements, if any. If these arrangements were not in place, then
the performance results would have been lower. Any expense reduction
arrangements may be discontinued at any time. As with all mutual funds, past
performance does not predict the Fund's future performance. 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>
<S>       <C>
1995      29.70%
1996      21.84%
1997      32.23%
1998      20.15%
1999      12.00%
</TABLE>

The Fund's year-to-date total return through March 31, 2000 was +0.40%.

For period shown in bar chart:

Best quarter:  4th quarter 1998, +21.79%

Worst quarter: 3rd quarter 1998, -14.16%

AVERAGE ANNUAL TOTAL RETURNS - FOR PERIODS ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
                                             INCEPTION                                 LIFE OF THE
                                               DATE          1 YEAR       5 YEARS         FUND
Fund (%)                                      7/5/94          12.00        22.97          21.64
<S>                                        <C>            <C>            <C>         <C>
S&P Index (%)                                   N/A           21.03        28.54         26.73(3)
Lipper Average (%)                              N/A           14.63        21.86         20.42(3)
</TABLE>

(3) Performance information is from June 30, 1994.


                                       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 goals 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 goals 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 Ratings Services;

- -        Baa through D by Moody's Investors Service, 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.

Additional strategies that are not primary investment strategies and the risks
associated with them are described below under "Other Investment Strategies and
Risks."


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 prevent the Fund from achieving its goals. It is possible to lose money by
investing in the Fund.

Market risk is the risk that the price of a security held by the Fund will fall
due to changing market, economic or political conditions. Market risk includes
interest rate risk.

Interest rate risk is the risk of a change 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 debt securities issued by private entities,
including corporate bonds and privately issued mortgage-backed and asset-backed
securities, the Fund is subject to issuer risk. Issuer risk is the possibility
that changes in the financial condition of the issuer of a security, changes in
general economic conditions, or changes in economic conditions that affect the
issuer may impact its willingness or ability to make timely payments of interest
or principal. This could result in a decrease in the price of the security and
in some cases a decrease in income.


                                       10

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

Foreign securities are subject to special risks. Foreign markets can be
extremely volatile. Fluctuations in currency exchange rates may impact the value
of foreign securities without a change in the intrinsic value of those
securities. 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. 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 subject to additional risk. The risks of foreign
investments are typically increased in less developed 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.

Lower-rated debt securities involve greater risk of loss due to credit
deterioration and are less liquid, especially during periods of economic
uncertainty or change, than higher quality debt securities. Lower-rated debt
securities have the added risk that the issuer of the security may default and
not make payment of interest or principal.


                                       11

<PAGE>
PERFORMANCE HISTORY

The bar chart below shows changes in the Fund's performance from year to year by
illustrating the Fund's calendar year total returns. The performance table
following the bar chart shows how the Fund's average annual returns compare with
those of a broad measure of market performance for 1 year, 5 years and the life
of the Fund. The Fund's return is compared 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. 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 indices. The Fund's return is also compared to
the average return of the funds included in the Lipper General Bonds - Annuities
Funds category average (Lipper Average). This Lipper Average, which is
calculated by Lipper, Inc., is composed of funds with similar investment
objectives to the Fund. Sales charges are not reflected in the Lipper Average.
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. Performance results include the
effect of expense reduction arrangements, if any. If these arrangements were not
in place, then the performance results would have been lower. Any expense
reduction arrangements may be discontinued at any time. As with all mutual
funds, past performance does not predict the Fund's future performance. 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>
<S>       <C>
1995      18.30%
1996       9.83%
1997       9.11%
1998       6.03%
1999       1.78%
</TABLE>

The Fund's year-to-date total return through March 31, 2000 was -0.10%.

For period shown in bar chart:

Best quarter:  1st quarter 1995, +5.62%

Worst quarter: 1st quarter 1997, -1.00%


AVERAGE ANNUAL TOTAL RETURNS - FOR PERIODS ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
                                             INCEPTION       1 YEAR       5 YEARS      LIFE OF THE
                                               DATE                                       FUND
Fund (%)                                      7/5/94          1.78          8.88          8.26
<S>                                        <C>            <C>            <C>         <C>
Lehman Index (%)                                N/A          (2.15)         7.61          7.06(4)
Lipper Average (%)                              N/A           0.76          7.84          7.03(4)
</TABLE>

(4) Performance information is from June 30, 1994.


                                       12

<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 goals by investing primarily in lower-rated
corporate debt securities. These securities have the following ratings:

- -        BBB through C by Standard & Poor's Ratings Services;

- -        Baa through D by Moody's Investors, Service, 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.

Additional strategies that are not primary investment strategies and the risks
associated with them are described below under "Other Investment Strategies and
Risks."


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 prevent the Fund from achieving its goals. It is possible to lose money by
investing in the Fund.

Market risk is the risk that the price of a security held by the Fund will fall
due to changing market, economic or political conditions. Market risk includes
interest rate risk.

Interest rate risk is the risk of a change 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 debt securities issued by private entities,
including corporate bonds and privately issued mortgage-backed and asset-backed
securities, the Fund is subject to issuer risk. Issuer risk is the possibility
that changes in the financial condition of the issuer of a security, changes in
general economic conditions, or changes in economic conditions that affect the
issuer may impact its willingness or ability to make timely payments of interest
or principal. This could result in a decrease in the price of the security and
in some cases a decrease in income.

Lower-rated debt securities involve greater risk of loss due to credit
deterioration and are less liquid, especially during periods of economic
uncertainty or change, than higher quality debt securities. Lower-rated debt
securities have the added risk that the issuer of the security may default and
not make payment of interest or principal.


                                       13

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



Foreign securities are subject to special risks. Foreign stock markets can be
extremely volatile. Fluctuations in currency exchange rates may impact the value
of foreign securities without a change in the intrinsic value of those
securities. 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. 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 subject to additional risk. The risks of foreign
investments are typically increased in less developed 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.


                                       14

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




PERFORMANCE HISTORY

The bar chart below shows the Fund's performance by illustrating the Fund's
calendar year total return. The performance table following the bar chart shows
how the Fund's average annual returns compare with those of a broad measure of
market performance for 1 year and the life of the Fund. The Fund's return is
compared to the CS First Boston Global High Yield Index (CS Index), an unmanaged
index that tracks the performance of high yield bond funds. 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 indices. The
Fund's return is also compared to the average return of the funds included in
the Lipper High Current Yield - Annuities Funds category average (Lipper
Average). This Lipper Average, which is calculated by Lipper, Inc., is composed
of funds with similar investment objectives to the Fund. Sales charges are not
reflected in the Lipper Average. 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. Performance results include the effect of expense reduction
arrangements, if any. If these arrangements were not in place, then the
performance results would have been lower. Any expense reduction arrangements
may be discontinued at any time. As with all mutual funds, past performance does
not predict the Fund's future performance. 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>
<S>                 <C>
1999                1.65%
</TABLE>

The Fund's year-to-date total return through March 31, 2000 was -1.36%.

For period shown in bar chart:

Best quarter:  1st quarter 1999, +3.11%

Worst quarter: 3rd quarter 1999, -1.90%


AVERAGE ANNUAL TOTAL RETURNS - FOR PERIODS ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
                                          INCEPTION     1 YEAR       LIFE OF THE
                                            DATE                        FUND
<S>                                       <C>           <C>          <C>
Fund (%)                                   5/19/98       1.65         (0.59)
- --------------------------------------------------------------------------------
CS Index (%)                                 N/A         3.28          0.06(5)
- --------------------------------------------------------------------------------
Lipper Average (%)                           N/A         4.04         (0.28)(5)
</TABLE>

(5) Performance information is from April 30, 1998.




                                       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 as follows:

         -        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.

         -        TCW Investment Management Company incorporates secular growth
                  trends and uses a "bottom-up" approach by investing in
                  primarily large-cap companies that have distinct business
                  model advantages.

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 and Liberty
All-Star Growth & Income Fund, a multi-managed open-ended fund. These funds have
the same investment objective and investment program as the Fund, and currently
have the same Portfolio Managers. LAMCO expects that these 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.

Additional strategies that are not primary investment strategies and the risks
associated with them are described below under "Other Investment Strategies and
Risks."


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 prevent the Fund from achieving its goals. It is possible to lose money by
investing in the Fund.

Market risk is the risk that the price of a security held by the Fund will fall
due to changing market, economic or political conditions. Market risk includes
interest rate risk.

Interest rate risk is the risk of a change 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.

Value stocks are securities of companies that 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 the Portfolio Managers' assessment of a
company's prospects is wrong, the price of its stock may not approach the value
the Portfolio Managers have placed on it.




                                       17

<PAGE>
THE FUNDS  Liberty All-Star Equity 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 calendar year total returns. The performance table
following the bar chart shows how the Fund's average annual returns compare with
those of a broad measure of market performance for 1 year and the life of the
Fund. The Fund's return is compared to the Russell 3000 Index (Russell Index), a
capitalization weighted total return index which is comprised of 3000 of the
largest capitalized U.S. domiciled companies whose common stock is traded in the
United States on the New York Stock Exchange, American Stock Exchange and
NASDAQ. 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 indices. The Fund's return is also compared to the average return of
the funds included in the Lipper Growth & Income - Annuities Funds category
average (Lipper Average). This Lipper Average, which is calculated by Lipper,
Inc., is composed of funds with similar investment objectives to the Fund. Sales
charges are not reflected in the Lipper Average. 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. Performance results include the effect of expense
reduction arrangements, if any. If these arrangements were not in place, then
the performance results would have been lower. Any expense reduction
arrangements may be discontinued at any time. As with all mutual funds, past
performance does not predict the Fund's future performance. 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>
<S>                 <C>
1998                18.67%

1999                 8.47%
</TABLE>

The Fund's year-to-date total return through March 31, 2000 was +5.21%.

For the period shown in bar chart:

Best quarter:  4th quarter 1998, +18.67%

Worst quarter: 3rd quarter 1998, -12.05%

AVERAGE ANNUAL TOTAL RETURNS - FOR PERIODS ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
                                          INCEPTION      1 YEAR      LIFE OF THE
                                            DATE                        FUND
<S>                                       <C>            <C>         <C>
Fund (%)                                  11/17/97        8.47         13.05
- --------------------------------------------------------------------------------
Russell Index (%)                            N/A         20.90         23.85(6)
- --------------------------------------------------------------------------------
Lipper Average (%)                           N/A         14.63         16.24(6)
</TABLE>

(6) Performance information is from October 31, 1997.




                                       18

<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 ten Tiger countries of Asia. The Tigers of Asia are
Hong Kong, Singapore, South Korea, Taiwan, Malaysia, Thailand, India, Indonesia,
The People's Republic of China and the Philippines. In selecting investments for
the Fund, Newport typically purchases stocks of quality growth companies.

Additional strategies that are not primary investment strategies and the risks
associated with them are described below under "Other Investment Strategies and
Risks."


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 prevent the Fund from achieving its goal. It is possible to lose money by
investing in the Fund.

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

Foreign securities are subject to special risks. Foreign stock markets can be
extremely volatile. Fluctuations in currency exchange rates may impact the value
of foreign securities without a change in the intrinsic value of those
securities. 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. 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 ten 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 Asian region as a whole. As
a result events in the region will generally have a greater effect on the Fund
than if the Fund were more geographically diversified, which may result in
greater losses and volatility.

Emerging markets are subject to additional risk. The risks of foreign
investments are typically increased in less developed 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.




                                       19

<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 calendar year total returns. The performance table
following the bar chart shows how the Fund's average annual returns compare with
those of a broad measure of market performance for 1 year and the life of the
Fund. The Fund's return is compared to the Morgan Stanley Capital International
EAFE GDP Index (MSCI Index), a broad-based, unmanaged index that tracks the
performance of foreign 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 indices. The Fund's return is also compared to
the average return of the funds included in the Lipper Pacific-Region-Annuities
Funds category average (Lipper Average). This Lipper Average, which is
calculated by Lipper, Inc., is composed of funds with similar investment
objectives to the Fund. Sales charges are not reflected in the Lipper Average.
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. Performance results include the
effect of expense reduction arrangements, if any. As with all mutual funds, past
performance does not predict the Fund's future performance. 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>
<S>                <C>
1996                11.73%

1999               -31.14%

1998                -6.43%

1999                68.01%
</TABLE>

The Fund's year-to-date total return through March 31, 2000 was +1.91%.

For the period shown in bar chart:

Best quarter:  4th quarter 1998, +37.93%

Worst quarter: 2nd quarter 1998, -28.81%


AVERAGE ANNUAL TOTAL RETURNS - FOR PERIODS ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
                                         INCEPTION                   LIFE OF THE
                                           DATE          1 YEAR          FUND
<S>                                      <C>             <C>         <C>
Fund (%)                                  5/1/95         68.01          7.31
- --------------------------------------------------------------------------------
MSCI Index (%)                              N/A          31.00         15.72(7)
- --------------------------------------------------------------------------------
Lipper Average (%)                          N/A          79.74          4.24(7)
</TABLE>


(7) Performance information is from April 30, 1995.



                                       20

<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 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 Funds. 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, 2000, LASC managed over $853 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 1999 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. Growth & Income 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%
             Newport Tiger Fund, Variable Series                                0.90%
</TABLE>

(1)      The Small Cap Fund's advisor has voluntarily agreed to waive its
         management fee and reimburse other expenses so that total expenses of
         the Fund (excluding interest, taxes, 12b-1, brokerage and extraordinary
         expenses) do not exceed 1.00%. As a result the actual management fee
         paid to the advisor for the 1999 fiscal year was 0.00%.

(2)      The High Yield Fund's advisor has voluntarily agreed to waive its
         management fee and reimburse other expenses so that total expenses of
         the Fund (excluding interest, taxes, 12b-1, brokerage and extraordinary
         expenses) do not exceed 0.80%. As a result the actual management fee
         paid to the advisor for the 1999 fiscal year was 0.12%.


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. Growth & Income Fund, Strategic Income Fund, High Yield
Fund, International Horizons Fund and Global Equity Fund. Colonial's principal
business address is One Financial Center, Boston, Massachusetts 02111. As of
March 31, 2000, Colonial managed over $15.7 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 Small Cap Value Fund, Variable Series                     0.60%
             Colonial U.S. Growth & Income 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.




                                       21

<PAGE>
TRUST MANAGEMENT ORGANIZATIONS




James P. Haynie, a senior vice president of Colonial, has co-managed the Small
Cap Fund since 1993.

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

Mark Stoeckle has managed the U.S. Growth & Income Fund since December, 1996.
Mr. Stoeckle is a senior vice president of Colonial. Prior to joining Colonial
in October, 1996, Mr. Stoeckle was a portfolio manager at Massachusetts
Financial Services Company from January, 1993 to October, 1996.

Carl C. Ericson has managed the Strategic Income Fund since its inception in
July, 1994. He also has co-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 other Colonial taxable income funds
since 1985.

Scott B. Richards, a senior vice president of Colonial, has co-managed the High
Yield Fund since May, 1999. Prior to joining Colonial he was employed with State
Street Research & Management Company as a vice president and a portfolio manager
from January, 1994 to May, 1999.

Colonial will use Newport's trading facilities when buying or selling foreign
securities for the Funds' portfolios. Newport executes all trades under its own
procedures.

Colonial's investment advisory business is managed together with the mutual
funds and institutional investment advisory businesses of its affiliate, Stein
Roe. Colonial is part of a larger business unit that includes several separate
legal entities known as Liberty Funds Group LLC (LFG). The LFG business unit and
Stein Roe are managed by a single management team. Stein Roe, Colonial and the
other LFG entities also share personnel, facilities and systems that may be used
in providing administrative or operational services to the Fund. Stein Roe and
Colonial are registered investment advisors. Colonial, the other entities that
make up LFG and Stein Roe are subsidiaries of Liberty Financial Companies, Inc.


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, 2000, Stein Roe managed over $20.5
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, a senior vice president of Stein Roe, has co-managed the
Global Utilities Fund since November, 1997. 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
funds.

Deborah A. Jansen, a senior vice president and senior research analyst for
global and domestic equities and global economic forecasting for Stein Roe, has
co-managed the Global Utilities Fund since November, 1997. Ms. Jansen joined
Stein Roe in 1987 and served as an associate economist and senior economist
before assuming her current responsibilities, which include managing other Stein
Roe Funds. Ms. Jansen left Stein Roe in January, 1995 and returned to her
position as a 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.

Stein Roe will use Newport's trading facilities when buying or selling foreign
securities for the Fund's portfolio. Newport executes all trades under its own
procedures.




                                       22

<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, 2000, LAMCO managed over $1.8
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 portfolio management agreements
among the Trust, LAMCO and the Portfolio Managers. The management agreements
permit 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.

- -        Glen E. Bickerstaff, Managing Director - U.S. Equities of TCW
         Investment Management Company

A more complete description of each Portfolio Manager is included in the
Statement of Additional Information. 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, 2000, Newport managed over $1.4 billion 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, president and a managing director,
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.


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.




                                       23

<PAGE>
                      OTHER INVESTMENT STRATEGIES AND RISKS


The primary investment strategies of each Fund and the associated risks are
described above in each Fund's individual description. This section describes
other investments a Fund may make and the risks associated with them. In seeking
to achieve its goals, each Fund may invest in various types of securities and
engage in various investment techniques which are not the principal 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'
Statement of Additional Information, 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.


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
judgment 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, U.S. Growth & Income Fund, High Yield 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 structure risk that is present in a Fund because of its investments in
mortgage-backed securities and asset-backed 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
security. 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 do not pay interest in cash on a current basis, but instead accrue
interest over the life of the bond. As a result, these securities are issued at
a deep discount. The value of these securities may fluctuate more than similar
securities that pay interest periodically. Although these securities pay no
interest to holders prior to maturity, interest on these securities is reported
as income to the Fund and distributed to its shareholders..


CONVERTIBLE SECURITIES

(U.S. Growth & Income Fund, High Yield Fund) Convertible securities are
preferred stocks or bonds that pay a fixed dividend or interest payment and are
convertible into common stocks at a specified price or conversion ratio. The
risk of investing in convertible securities is the value of the underlying
securities will fluctuate.




                                       24

<PAGE>
OTHER INVESTMENT STRATEGIES AND RISKS




DERIVATIVE 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, commonly referred to as derivatives, involve the
use of financial instruments whose value depends on, or are derived from, the
value of an underlying security, index or currency. A Fund may use these
strategies to adjust the Fund's sensitivity to changes in interest rates or for
other hedging purposes (e.g., attempting to offset a potential loss in one
position by establishing an interest in an opposite position). Derivative
strategies involve the risk that they may exaggerate a loss, potentially losing
more money than the actual cost of the derivative, or limit a potential gain.
Also, with some derivative 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.


TEMPORARY DEFENSIVE STRATEGIES

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, a 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 goals.




                                       25

<PAGE>
                              FINANCIAL HIGHLIGHTS

The financial highlights tables 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 is included in the
Funds' financial statements which have been audited by PricewaterhouseCoopers
LLP, independent accountants, whose reports, along with the Funds' financial
statements, is included in the Funds' 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,
                                                                   1999        1998        1997          1996           1995
<S>                                                              <C>          <C>         <C>           <C>           <C>
           PER SHARE OPERATING PERFORMANCE:
           Net asset value, beginning of year ($)                  13.76       11.92       10.70         10.50          8.11
         -------------------------------------------------------------------------------------------------------------------------
           Net investment income (a)                                0.28        0.24        0.46          0.46          0.46
         -------------------------------------------------------------------------------------------------------------------------
           Net realized and unrealized gains (losses)
              on investments                                        3.63        1.93        2.62          0.23          2.39
         -------------------------------------------------------------------------------------------------------------------------
           Total from investment operations                         3.91        2.17        3.08          0.69          2.85
         -------------------------------------------------------------------------------------------------------------------------
           Less distributions:
              Dividends from net investment income                 (0.23)      (0.21)      (0.48)        (0.49)        (0.46)
         -------------------------------------------------------------------------------------------------------------------------
              In excess of net investment income                      --       (0.01)         --            --            --
         -------------------------------------------------------------------------------------------------------------------------
              Dividends from net realized gains on investments     (0.29)      (0.11)      (1.38)           --            --
         -------------------------------------------------------------------------------------------------------------------------
           Total distributions                                     (0.52)      (0.33)      (1.86)        (0.49)        (0.46)
         -------------------------------------------------------------------------------------------------------------------------
           Net asset value, end of year ($)                        17.15       13.76       11.92         10.70         10.50
         -------------------------------------------------------------------------------------------------------------------------
           TOTAL RETURN:
              Total investment return (%)(b)                       28.63       18.33       28.75          6.53         35.15
         -------------------------------------------------------------------------------------------------------------------------
           RATIOS/SUPPLEMENTAL DATA:
           Net assets, end of year (000) ($)                     110,150      71,186      54,603        47,907        51,597
         -------------------------------------------------------------------------------------------------------------------------
           Ratio of  expenses to average net assets (%)(c)          0.77        0.82        0.83          0.81          0.83
         -------------------------------------------------------------------------------------------------------------------------
           Ratio of net investment income to
              average net assets (%)(c)                             1.91        1.90        3.96          4.36          4.98
         -------------------------------------------------------------------------------------------------------------------------
           Portfolio turnover ratio (%)                               52          53          89            14            18
</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.




                                       26

<PAGE>
FINANCIAL HIGHLIGHTS



COLONIAL SMALL CAP VALUE FUND, VARIABLE SERIES

<TABLE>
<CAPTION>
                                                                  Year Ended        Period Ended
                                                                 December 31,       December 31,
                                                                     1999              1998***
<S>                                                              <C>                <C>
  PER SHARE OPERATING PERFORMANCE:
  Net asset value, beginning of period ($)                           8.59              10.00
- ----------------------------------------------------------------------------------------------------
  Net investment income (a)                                          0.02               0.08
- ----------------------------------------------------------------------------------------------------
  Net realized and unrealized gains (losses) on investments          0.52              (1.41)
- ----------------------------------------------------------------------------------------------------
  Total from investment operations                                   0.54              (1.33)
- ----------------------------------------------------------------------------------------------------
  Less distributions:
     Dividends from net investment income                           (0.01)             (0.07)
- ----------------------------------------------------------------------------------------------------
     In excess of net investment income                                --              (0.01)
- ----------------------------------------------------------------------------------------------------
  Total distributions                                               (0.01)             (0.08)
- ----------------------------------------------------------------------------------------------------
  Net asset value, end of year                                       9.12               8.59
- ----------------------------------------------------------------------------------------------------
  TOTAL RETURN
     Total investment return (%)(b)(c)                               6.34             (13.25)**
- ----------------------------------------------------------------------------------------------------
  RATIOS/SUPPLEMENTAL DATA:
  Net assets, end of year (000) ($)                                 3,817              1,782
- ----------------------------------------------------------------------------------------------------
  Ratio of expenses to average net assets (%) (d)(e)                 1.00               1.00*
- ----------------------------------------------------------------------------------------------------
  Ratio of net investment income to
     average net assets (%) (d)                                      0.23               1.41*
- ----------------------------------------------------------------------------------------------------
  Portfolio turnover ratio (%)                                        74                  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)      Had the manager not waived or reimbursed a portion of expenses, total
         return would have been reduced.

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

(e)      If the Fund had paid all of its expenses and there had been no
         reimbursement from the Manager, these ratios would have been 3.66% and
         4.32% (annualized), respectively..




                                       27

<PAGE>
FINANCIAL HIGHLIGHTS




COLONIAL U.S. GROWTH & INCOME FUND, VARIABLE SERIES

<TABLE>
<CAPTION>
                                                                              Years Ended December 31,
                                                         1999          1998           1997         1996            1995
<S>                                                    <C>           <C>             <C>          <C>            <C>
  PER SHARE OPERATING PERFORMANCE:
  Net asset value, beginning of year ($)                 18.79         16.29          14.22        12.36          10.27
- ------------------------------------------------------------------------------------------------------------------------------
  Net investment income (a)                               0.14          0.16           0.20         0.19           0.21
- ------------------------------------------------------------------------------------------------------------------------------
  Net realized and unrealized gains on investments        2.07          3.12           4.37         2.52           2.84
- ------------------------------------------------------------------------------------------------------------------------------
  Total from investment operations                        2.21          3.28           4.57         2.71           3.05
- ------------------------------------------------------------------------------------------------------------------------------
  Less distributions:
     Dividends from net investment income                (0.11)        (0.12)         (0.18)       (0.17)         (0.16)
- ------------------------------------------------------------------------------------------------------------------------------
     In excess of net investment income                     --            --          (0.01)          --             --
- ------------------------------------------------------------------------------------------------------------------------------
     Dividends from net realized gains on                (1.04)        (0.64)         (2.30)       (0.68)         (0.80)
     investments
- ------------------------------------------------------------------------------------------------------------------------------
     In excess of net realized gains                        --         (0.02)         (0.01)          --             --
- ------------------------------------------------------------------------------------------------------------------------------
  Total distributions                                    (1.15)        (0.78)         (2.50)       (0.85)         (0.96)
- ------------------------------------------------------------------------------------------------------------------------------
  Net asset value, end of year ($)                       19.85         18.79          16.29        14.22          12.36
- ------------------------------------------------------------------------------------------------------------------------------
  TOTAL RETURN:
     Total investment return (%) (b)                     12.00         20.15          32.23        21.84          29.70(c)
- ------------------------------------------------------------------------------------------------------------------------------
  RATIOS/SUPPLEMENTAL DATA:
  Net assets, end of period (000) ($)                  212,355       146,239         96,715       60,855         43,017
- ------------------------------------------------------------------------------------------------------------------------------
  Ratio of expenses to average net assets (%) (d)         0.88          0.90           0.94         0.95           1.00(e)
- ------------------------------------------------------------------------------------------------------------------------------
  Ratio of net investment income to
     average net assets (%) (d)                           0.69          0.88           1.19         1.39           1.72(c)
- ------------------------------------------------------------------------------------------------------------------------------
  Portfolio turnover ratio (%)                             101            64             63           77            115
</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)      Computed giving effect to Manager's expense limitation undertaking.

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

(e)      If the Fund had paid all of its expenses and there had been no
         reimbursement from the Manager, this ratio would have been 1.07%.




                                       28

<PAGE>
FINANCIAL HIGHLIGHTS




COLONIAL STRATEGIC INCOME FUND, VARIABLE SERIES

<TABLE>
<CAPTION>
                                                                                  Years Ended December 31,
                                                            1999          1998           1997          1996            1995
<S>                                                       <C>           <C>            <C>           <C>             <C>
  PER SHARE OPERATING PERFORMANCE:
  Net asset value, beginning of year ($)                    11.08         11.15         11.04         10.99            9.79
- ----------------------------------------------------------------------------------------------------------------------------------
  Net investment income (a)                                  0.95          0.91          0.90          0.92            0.55
- ----------------------------------------------------------------------------------------------------------------------------------
  Net realized and unrealized gains (losses)
     on investments and foreign currency transactions       (0.75)        (0.24)         0.11          0.16            1.24
- ----------------------------------------------------------------------------------------------------------------------------------
  Total from investment operations                           0.20          0.67          1.01          1.08            1.79
- ----------------------------------------------------------------------------------------------------------------------------------
  Less distributions:
     Dividends from net investment income                   (0.84)        (0.72)        (0.79)        (0.96)          (0.56)
- ----------------------------------------------------------------------------------------------------------------------------------
     In excess of net investment income                        --         (0.02)        (0.05)           --              --
- ----------------------------------------------------------------------------------------------------------------------------------
     Dividends from net realized gains                         --            --         (0.05)        (0.07)          (0.03)
- ----------------------------------------------------------------------------------------------------------------------------------
     In excess of net realized gains                           --            --         (0.01)           --              --
- ----------------------------------------------------------------------------------------------------------------------------------
  Total distributions                                       (0.84)        (0.74)        (0.90)        (1.03)          (0.59)
- ----------------------------------------------------------------------------------------------------------------------------------
  Net asset value, end of year ($)                          10.44         11.08         11.15         11.04           10.99
- ----------------------------------------------------------------------------------------------------------------------------------
  TOTAL RETURN:
     Total investment return (%) (b)                         1.78          6.03          9.11(c)       9.83(c)        18.30(c)
- ----------------------------------------------------------------------------------------------------------------------------------
  RATIOS/SUPPLEMENTAL DATA:
  Net assets, end of year (000) ($)                       170,702       118,985        73,175        53,393          48,334
- ----------------------------------------------------------------------------------------------------------------------------------
  Ratio of expenses to average net assets (%) (e)            0.75          0.78          0.80(d)       0.80(d)         0.84(d)
- ----------------------------------------------------------------------------------------------------------------------------------
  Ratio of net investment income to
     average net assets (%) (e)                              8.57          7.92          7.86(c)       8.13(c)         8.08(c)
- ----------------------------------------------------------------------------------------------------------------------------------
  Portfolio turnover ratio (%)                                 35            50            94           114             281
</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)      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% and 0.94%, respectively.

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




                                       29

<PAGE>
FINANCIAL HIGHLIGHTS




COLONIAL HIGH YIELD SECURITIES FUND, VARIABLE SERIES

<TABLE>
<CAPTION>
                                                                                         Year Ended           Period Ended
                                                                                        December 31,          December 31,
                                                                                            1999                1998***
<S>                                                                                     <C>                   <C>
  PER SHARE OPERATING PERFORMANCE:
  Net asset value, beginning of year ($)                                                     9.31               10.00
- ------------------------------------------------------------------------------------------------------------------------------
  Net investment income (a)                                                                  0.88                0.48
- ------------------------------------------------------------------------------------------------------------------------------
  Net realized and unrealized losses                                                        (0.72)              (0.74)
- ------------------------------------------------------------------------------------------------------------------------------
  Total from investment operations                                                           0.16               (0.26)
- ------------------------------------------------------------------------------------------------------------------------------
  Less distributions:
     Dividends from net investment income                                                   (0.62)              (0.43)
- ------------------------------------------------------------------------------------------------------------------------------
     In excess of net investment income                                                        --               (0.00)
- ------------------------------------------------------------------------------------------------------------------------------
  Total distributions                                                                       (0.62)              (0.43)
- ------------------------------------------------------------------------------------------------------------------------------
  Net asset value, end of year ($)                                                           8.85                9.31
- ------------------------------------------------------------------------------------------------------------------------------
  TOTAL RETURN:
     Total investment return (%) (b)(c)                                                      1.65               (2.57)**
- ------------------------------------------------------------------------------------------------------------------------------
  RATIOS/SUPPLEMENTAL DATA:
  Net assets, end of year (000) ($)                                                        15,358               5,915
- ------------------------------------------------------------------------------------------------------------------------------
  Ratio of expenses to average net assets (%) (d)(e)                                         0.80                0.80*
- ------------------------------------------------------------------------------------------------------------------------------
  Ratio of net investment income to average net assets (%) (c)(d)                            9.36                7.93*
- ------------------------------------------------------------------------------------------------------------------------------
  Portfolio turnover ratio (%)                                                                16                   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)      The benefits derived from custody credits and directed brokerage
         arrangements had no impact.

(e)      If the Fund had paid all of its expenses and there had been no
         reimbursement from the Manager, these ratios would have been 1.28% and
         1.84% (annualized), respectively.




                                       30

<PAGE>
FINANCIAL HIGHLIGHTS




LIBERTY ALL-STAR EQUITY FUND, VARIABLE SERIES

<TABLE>
<CAPTION>
                                                                 Year Ended December 31,         Period Ended
                                                                                                 December 31,
                                                                  1999            1998             1997***
<S>                                                             <C>             <C>              <C>
  PER SHARE OPERATING PERFORMANCE:
  Net asset value, beginning of year ($)                         11.90           10.07            10.00
- --------------------------------------------------------------------------------------------------------------
  Net investment income (a)                                       0.06            0.06             0.01
- --------------------------------------------------------------------------------------------------------------
  Net realized and unrealized gains on investments                0.94            1.82             0.07
- --------------------------------------------------------------------------------------------------------------
  Total from investment operations                                1.00            1.88             0.08
- --------------------------------------------------------------------------------------------------------------
  Less distributions:
     Dividends from net investment income                        (0.05)          (0.05)           (0.01)
- --------------------------------------------------------------------------------------------------------------
     Dividends form net realized gains on investments            (0.38)             --               --
- --------------------------------------------------------------------------------------------------------------
  Total distributions                                            (0.43)          (0.05)           (0.01)
- --------------------------------------------------------------------------------------------------------------
  Net asset value, end of year ($)                               12.47           11.90            10.07
- --------------------------------------------------------------------------------------------------------------
  TOTAL RETURN:
     Total investment return (%)(b)                               8.47           18.67(c)          0.80**(c)
- --------------------------------------------------------------------------------------------------------------
  RATIOS/SUPPLEMENTAL DATA:
  Net assets, end of year (000) ($)                             80,095          44,870           22,228
- --------------------------------------------------------------------------------------------------------------
  Ratio of expenses to average net assets (%) (d)                 0.95            1.00(e)          1.00*(e)
- --------------------------------------------------------------------------------------------------------------
  Ratio of net investment income to
     average net assets (%) (d)                                   0.47            0.54(c)          0.83*(c)
- --------------------------------------------------------------------------------------------------------------
  Portfolio turnover ratio (%)                                      75              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)      The benefits derived from custody credits and directed brokerage
         arrangements had no impact.

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




                                       31

<PAGE>
FINANCIAL HIGHLIGHTS




NEWPORT TIGER FUND, VARIABLE SERIES

<TABLE>
<CAPTION>
                                                                         Years Ended December 31,               Period Ended
                                                                                                                December 31,
                                                                 1999        1998        1997        1996         1995***
<S>                                                            <C>         <C>         <C>         <C>          <C>
  PER SHARE OPERATING PERFORMANCE:
  Net asset value, beginning of year ($)                         1.57        1.71        2.52        2.28          2.00
- ------------------------------------------------------------------------------------------------------------------------------
  Net investment income (a)                                      0.03        0.03        0.03        0.03          0.01
- ------------------------------------------------------------------------------------------------------------------------------
  Net realized and unrealized gains (losses) on investments      1.04       (0.14)      (0.81)       0.24          0.29
- ------------------------------------------------------------------------------------------------------------------------------
  Total from investment operations                               1.07       (0.11)      (0.78)       0.27          0.30
- ------------------------------------------------------------------------------------------------------------------------------
  Less distributions:
     Distributions from net investment income                   (0.02)      (0.03)      (0.02)      (0.02)        (0.01)
- ------------------------------------------------------------------------------------------------------------------------------
     In excess of net investment income                            --          --       (0.01)         --         (0.01)
  Total distributions                                           (0.02)      (0.03)      (0.03)      (0.03)        (0.02)
- ------------------------------------------------------------------------------------------------------------------------------
  Net asset value, end of year ($)                               2.62        1.57        1.71        2.52          2.28
- ------------------------------------------------------------------------------------------------------------------------------
  TOTAL RETURN:
     Total investment return (%)(b)                             68.01       (6.43)     (31.14)      11.73         15.00**
- ------------------------------------------------------------------------------------------------------------------------------
  RATIOS/SUPPLEMENTAL DATA:
  Net assets, end of year (000) ($)                            46,125      23,655      24,934      34,642        18,977
- ------------------------------------------------------------------------------------------------------------------------------
  Ratio of expenses to average net assets (%)(c)                 1.21        1.30        1.25        1.27          1.75*
- ------------------------------------------------------------------------------------------------------------------------------
  Ratio of net investment income to average net assets (%)(c)    1.65        2.16        1.14        1.20          0.89*
- ------------------------------------------------------------------------------------------------------------------------------
  Portfolio turnover ratio (%)                                     12          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.




                                       32

<PAGE>
                             SHAREHOLDER INFORMATION

PURCHASES AND REDEMPTIONS The Participating Insurance Companies place daily
orders to purchase and redeem shares of the Funds. These orders generally
reflect the net effect of instructions they receive from holders of their VA
contracts and VLI policies and certain other terms of those contracts and
policies. The Trust issues and redeems shares at net asset value (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 FUNDS CALCULATE NET ASSET VALUE 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 therefore the NAV of a Fund's shares may change on days when
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.




                                       33

<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 Statement of Additional Information for more
information on the Funds and the securities in which they invest. The Statement
of Additional Information 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 Statement of Additional Information,
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 Edgar database on the Securities and Exchange Commission internet site 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
electronic request at the e-mail address [email protected] or by writing the:

Public Reference Room
Securities and Exchange Commission
Washington, DC 20549-0102

Information on the operation of the Public Reference Room may be obtained by
calling 1-202-942-8090.

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. Growth & Income 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, 2000


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


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

                                    * * * *

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

                                     * * * *

Although trust shares have been registered with the Securities and Exchange
Commission, the Commission has not approved or disapproved 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. Growth & Income Fund, Variable Series........................... 4
Colonial Strategic Income Fund, Variable Series............................... 6
Newport Tiger Fund, Variable Series........................................... 9

TRUST MANAGEMENT ORGANIZATIONS ...............................................11

The Trustees..................................................................11
Investment Advisor:  Liberty Advisory Services Corp...........................11
Investment Sub-Advisors and Portfolio Managers................................11

OTHER INVESTMENT STRATEGIES AND RISKS ........................................13

U.S. Government Securities....................................................13
Structure Risk................................................................13
Zero Coupon Bonds.............................................................13
Convertible Securities........................................................13
Derivative Strategies.........................................................14
Temporary Defensive Strategies................................................14

FINANCIAL HIGHLIGHTS .........................................................15

SHAREHOLDER INFORMATION ......................................................18

Purchases and Redemptions.....................................................18
How the Funds Calculate Net Asset Value.......................................18
Dividends and Distributions...................................................18
Tax Consequences..............................................................18


                                        2

<PAGE>
                                    THE TRUST

Liberty Variable Investment Trust (Trust) includes twelve separate mutual funds
(Funds), each with its own investment goals 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
an investment sub-advisor (Sub-Advisor) for each Fund, and all of the
Sub-Advisors are affiliates of LASC. Each Fund has the following Sub-Advisor:

<TABLE>
<CAPTION>
                                         FUND                                                     SUB-ADVISOR
                                         ----                                                     -----------
<S>                                                                             <C>
Colonial U.S. Growth & Income Fund, Variable Series (U.S. Growth & Income       Colonial Management Associates, Inc. (Colonial)
              Fund) (formerly Colonial U.S. Stock Fund, Variable Series)
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 underwriter of
the Funds is Liberty Funds Distributor, Inc. (LFD). LFD is an affiliate 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. GROWTH & INCOME FUND, VARIABLE SERIES


INVESTMENT GOALS

The Fund seeks long-term growth and income.


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. Up to 10% of the Fund's assets may be
invested in debt securities.

In selecting debt securities for the Fund, Colonial may invest in:

         -        debt securities that are convertible into common stock;

         -        corporate debt securities rated investment-grade by at least
                  two nationally recognized rating organizations (investment
                  grade stocks have a rating of BBB or higher by Standard &
                  Poor's Ratings Services or Baa or higher by Moody's Investors
                  Service, Inc.); and

         -        debt securities issued or guaranteed by the U.S. government.

In managing the Fund, Colonial uses a value investing strategy that focuses on
buying stocks cheaply when they are undervalued 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.

Additional strategies that are not primary investment strategies and the risks
associated with them are described below under "Other Investment Strategies and
Risks."


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 prevent the Fund from achieving its goals. It is possible to lose money by
investing in the Fund.

Market risk is the risk that the price of a security held by the Fund will fall
due to changing market, economic or political conditions. Market risk includes
interest rate risk.

Because the Fund may invest in debt securities issued by private entities,
including corporate bonds and privately issued mortgage-backed and asset-backed
securities, the Fund is subject to issuer risk. Issuer risk is the possibility
that changes in the financial condition of the issuer of a security, changes in
general economic conditions, or changes in economic conditions that affect the
issuer may impact its willingness or ability to make timely payments of interest
or principal. This could result in a decrease in the price of the security and
in some cases a decrease in income.

Interest rate risk is the risk of a change 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.

Value stocks are securities of companies that 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 not approach the value Colonial
has placed on it.


                                       4

<PAGE>
PERFORMANCE HISTORY

The bar chart below shows changes in the Fund's performance from year to year by
illustrating the Fund's calendar year total returns. The performance table
following the bar chart shows how the Fund's average annual returns compare with
those of a broad measure of market performance for 1 year, 5 years and the life
of the Fund. The Fund's return is compared 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. 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 indices. The Fund's return is also compared to the average
return of the funds included in the Lipper Growth & Income - Annuities Funds
category average (Lipper Average). This Lipper Average, which is calculated by
Lipper, Inc., is composed of funds with similar investment objectives to the
Fund. Sales charges are not reflected in the Lipper Average. 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. Performance results include the effect of expense
reduction arrangements, if any. If these arrangements were not in place, then
the performance results would have been lower. Any expense reduction
arrangements may be discontinued at any time. As with all mutual funds, past
performance does not predict the Fund's future performance. 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>
<S>       <C>
1995      29.70%
1996      21.84%
1997      32.23%
1998      20.15%
1999      12.00%
</TABLE>

The Fund's year-to-date total return through March 31, 2000 was +0.40%.

For period shown in bar chart:

Best quarter:  4th quarter 1998, +21.79%

Worst quarter: 3rd quarter 1998, -14.16%


AVERAGE ANNUAL TOTAL RETURNS - FOR PERIODS ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
                                             INCEPTION                                 LIFE OF THE
                                               DATE          1 YEAR       5 YEARS         FUND
Fund (%)                                      7/5/94          12.00        22.97          21.64
- ------------------------------------------ -------------- -------------- ----------- ----------------
<S>                                        <C>            <C>            <C>         <C>
S&P Index (%)                                   N/A           21.03        28.54         26.73(1)
Lipper Average (%)                              N/A           14.63        21.86         20.42(1)
</TABLE>

(1) Performance information is from June 30, 1994.


                                       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 goals 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 goals 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 Ratings Services;

- -        Baa through D by Moody's Investors Service, 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.

Additional strategies that are not primary investment strategies and the risks
associated with them are described below under "Other Investment Strategies and
Risks."


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 prevent the Fund from achieving its goals. It is possible to lose money by
investing in the Fund.

Market risk is the risk that the price of a security held by the Fund will fall
due to changing market, economic or political conditions. Market risk includes
interest rate risk.

Interest rate risk is the risk of a change 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 debt securities issued by private entities,
including corporate bonds and privately issued mortgage-backed and asset-backed
securities, the Fund is subject to issuer risk. Issuer risk is the possibility
that changes in the financial condition of the issuer of a security, changes in
general economic conditions, or changes in economic conditions that affect the
issuer may impact its willingness or ability to make timely payments of interest
or principal. This could result in a decrease in the price of the security and
in some cases a decrease in income.


                                       6

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


Foreign securities are subject to special risks. Foreign markets can be
extremely volatile. Fluctuations in currency exchange rates may impact the value
of foreign securities without a change in the intrinsic value of those
securities. 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. 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 subject to additional risk. The risks of foreign
investments are typically increased in less developed 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.

Lower-rated debt securities involve greater risk of loss due to credit
deterioration and are less liquid, especially during periods of economic
uncertainty or change, than higher quality debt securities. Lower-rated debt
securities have the added risk that the issuer of the security may default and
not make payment of interest or principal.


                                       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 calendar year total returns. The performance table
following the bar chart shows how the Fund's average annual returns compare with
those of a broad measure of market performance for 1 year, 5 years and the life
of the Fund. The Fund's return is compared 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. 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 indices. The Fund's return is also compared to
the average return of the funds included in the Lipper General Bonds - Annuities
Funds category average (Lipper Average). This Lipper Average, which is
calculated by Lipper, Inc., is composed of funds with similar investment
objectives to the Fund. Sales charges are not reflected in the Lipper Average.
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. Performance results include the
effect of expense reduction arrangements, if any. If these arrangements were not
in place, then the performance results would have been lower. Any expense
reduction arrangements may be discontinued at any time. As with all mutual
funds, past performance does not predict the Fund's future performance. 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>
<S>       <C>
1995      18.30%
1996       9.83%
1997       9.11%
1998       6.03%
1999       1.78%
</TABLE>

The Fund's year-to-date total return through March 31, 2000 was -0.10%.

For period shown in bar chart:

Best quarter:  1st quarter 1995, +5.62%

Worst quarter: 1st quarter 1997, -1.00%


AVERAGE ANNUAL TOTAL RETURNS - FOR PERIODS ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
                                             INCEPTION       1 YEAR       5 YEARS      LIFE OF THE
                                               DATE                                       FUND
<S>                                          <C>             <C>          <C>          <C>
Fund (%)                                      7/5/94          1.78          8.88          8.26
Lehman Index (%)                                N/A          (2.15)         7.61          7.06(2)
Lipper Average (%)                              N/A           0.76          7.84          7.03(2)
</TABLE>

(2) Performance information is from June 30, 1994.


                                       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 ten Tiger countries of Asia. The Tigers of Asia are
Hong Kong, Singapore, South Korea, Taiwan, Malaysia, Thailand, India, Indonesia,
The People's Republic of China and the Philippines. In selecting investments for
the Fund, Newport typically purchases stocks of quality growth companies.

Additional strategies that are not primary investment strategies and the risks
associated with them are described below under "Other Investment Strategies and
Risks."


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 prevent the Fund from achieving its goal. It is possible to lose money by
investing in the Fund.

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

Foreign securities are subject to special risks. Foreign stock markets can be
extremely volatile. Fluctuations in currency exchange rates may impact the value
of foreign securities without a change in the intrinsic value of those
securities. 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. 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 ten 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 Asian region as a whole. As
a result events in the region will generally have a greater effect on the Fund
than if the Fund were more geographically diversified, which may result in
greater losses and volatility.

Emerging markets are subject to additional risk. The risks of foreign
investments are typically increased in less developed 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.


                                       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 calendar year total returns. The performance table
following the bar chart shows how the Fund's average annual returns compare with
those of a broad measure of market performance for 1 year and the life of the
Fund. The Fund's return is compared to the Morgan Stanley Capital International
EAFE GDP Index (MSCI Index), a broad-based, unmanaged index that tracks the
performance of foreign 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 indices. The Fund's return is also compared to
the average return of the funds included in the Lipper Pacific-Region-Annuities
Funds category average (Lipper Average). This Lipper Average, which is
calculated by Lipper, Inc., is composed of funds with similar investment
objectives to the Fund. Sales charges are not reflected in the Lipper Average.
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. Performance results include the
effect of expense reduction arrangements, if any. As with all mutual funds, past
performance does not predict the Fund's future performance. 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>
<S>       <C>
1996       11.73%
1997      -31.14%
1998       -6.43%
1999       68.01%
</TABLE>

The Fund's year-to-date total return through March 31, 2000 was +1.91%.

For the period shown in bar chart:

Best quarter:  4th quarter 1998, +37.93%

Worst quarter: 2nd quarter 1998, -28.81%


AVERAGE ANNUAL TOTAL RETURNS - FOR PERIODS ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
                                             INCEPTION                    LIFE OF THE
                                               DATE          1 YEAR           FUND
Fund (%)                                      5/1/95          68.01           7.31
<S>                                        <C>            <C>            <C>
MSCI Index (%)                                  N/A           31.00         15.72(3)
Lipper Average (%)                              N/A           79.74          4.24(3)
</TABLE>

(3) Performance information is from April 30, 1995.

                                       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 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 Funds. 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, 2000, LASC managed over $853 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 1999 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. Growth & Income 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. Growth & Income Fund and Strategic Income Fund. Colonial's principal
business address is One Financial Center, Boston, Massachusetts 02111. As of
March 31, 2000, Colonial managed over $15.7 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. Growth & Income 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. Growth & Income Fund since December, 1996.
Mr. Stoeckle is a senior vice president of Colonial. Prior to joining Colonial
in October, 1996, Mr. Stoeckle was a portfolio manager at Massachusetts
Financial Services Company from January, 1993 to October, 1996.

Carl C. Ericson has managed the Strategic Income Fund since its inception in
July, 1994. Mr. Ericson, a senior vice president of Colonial and director of
Colonial's Taxable Fixed Income Group, has managed various other Colonial
taxable income funds since 1985.

Colonial will use Newport's trading facilities when buying or selling foreign
securities for the Funds' portfolios. Newport executes all trades under its own
procedures.


                                       11

<PAGE>
TRUST MANAGEMENT ORGANIZATIONS



Colonial's investment advisory business is managed together with the mutual
funds and institutional investment advisory businesses of its affiliate, Stein
Roe & Farnham Incorporated (Stein Roe). Colonial is part of a larger business
unit that includes several separate legal entities known as Liberty Funds Group
LLC (LFG). The LFG business unit and Stein Roe are managed by a single
management team. Stein Roe, Colonial and the other LFG entities also share
personnel, facilities and systems that may be used in providing administrative
or operational services to the Fund. Stein Roe and Colonial are registered
investment advisors. Colonial, the other entities that make up LFG and Stein Roe
are subsidiaries of Liberty Financial Companies, Inc.


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, 2000, Newport managed over $1.4 billion 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, president and a managing director,
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.


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


The primary investment strategies of each Fund and the associated risks are
described above in each Fund's individual description. This section describes
other investments a Fund may make and the risks associated with them. In seeking
to achieve its goals, each Fund may invest in various types of securities and
engage in various investment techniques which are not the principal 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'
Statement of Additional Information, 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.


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
judgment 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, U.S. Growth & 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
structure risk that is present in a Fund because of its investments in
mortgage-backed securities and asset-backed 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
security. 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 do not pay interest in cash on a
current basis, but instead accrue interest over the life of the bond. As a
result, these securities are issued at a deep discount. The value of these
securities may fluctuate more than similar securities that pay interest
periodically. Although these securities pay no interest to holders prior to
maturity, interest on these securities is reported as income to the Fund and
distributed to its shareholders.


CONVERTIBLE SECURITIES

(U.S. Growth & Income Fund) Convertible securities are preferred stocks or bonds
that pay a fixed dividend or interest payment and are convertible into common
stocks at a specified price or conversion ratio. The risk of investing in
convertible securities is the value of the underlying securities will fluctuate.


                                       13

<PAGE>
OTHER INVESTMENT STRATEGIES AND RISKS



DERIVATIVE 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, commonly referred to as derivatives, involve the
use of financial instruments whose value depends on, or are derived from, the
value of an underlying security, index or currency. A Fund may use these
strategies to adjust the Fund's sensitivity to changes in interest rates or for
other hedging purposes (e.g., attempting to offset a potential loss in one
position by establishing an interest in an opposite position). Derivative
strategies involve the risk that they may exaggerate a loss, potentially losing
more money than the actual cost of the derivative, or limit a potential gain.
Also, with some derivative 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.


TEMPORARY DEFENSIVE STRATEGIES

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, a 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 goals.


                                       14

<PAGE>
                              FINANCIAL HIGHLIGHTS


The financial highlights tables 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 is included in the
Funds' financial statements which have been audited by PricewaterhouseCoopers
LLP, independent accountants, whose reports, along with the Funds' financial
statements, is included in the Funds' 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. GROWTH & INCOME FUND, VARIABLE SERIES

<TABLE>
<CAPTION>
                                                                              Years Ended December 31,
                                                         1999          1998           1997         1996         1995
<S>                                                     <C>           <C>            <C>          <C>          <C>
  PER SHARE OPERATING PERFORMANCE:
  Net asset value, beginning of year ($)                  18.79         16.29         14.22        12.36        10.27
  Net investment income (a)                                0.14          0.16          0.20         0.19         0.21
  Net realized and unrealized gains on investments         2.07          3.12          4.37         2.52         2.84
  Total from investment operations                         2.21          3.28          4.57         2.71         3.05
  Less distributions:
     Dividends from net investment income                 (0.11)        (0.12)        (0.18)       (0.17)       (0.16)
     In excess of net investment income                      --            --         (0.01)          --           --
     Dividends from net realized gains on                 (1.04)        (0.64)        (2.30)       (0.68)       (0.80)
     investments
     In excess of net realized gains                         --         (0.02)        (0.01)          --           --
  Total distributions                                     (1.15)        (0.78)        (2.50)       (0.85)       (0.96)
  Net asset value, end of year ($)                        19.85         18.79         16.29        14.22        12.36

  TOTAL RETURN:
     Total investment return (%) (b)                      12.00         20.15         32.23        21.84        29.70(c)

  RATIOS/SUPPLEMENTAL DATA:
  Net assets, end of period (000) ($)                   212,355       146,239        96,715       60,855       43,017
  Ratio of expenses to average net assets (%) (d)          0.88          0.90          0.94         0.95         1.00(e)
  Ratio of net investment income to
     average net assets (%) (d)                            0.69          0.88          1.19         1.39         1.72(c)
  Portfolio turnover ratio (%)                              101            64            63           77          115
</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)    Computed giving effect to Manager's expense limitation undertaking.

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

  (e)    If the Fund had paid all of its expenses and there had been no
         reimbursement from the Manager, this ratio would have been 1.07%.


                                       15

<PAGE>
FINANCIAL HIGHLIGHTS



COLONIAL STRATEGIC INCOME FUND, VARIABLE SERIES

<TABLE>
<CAPTION>
                                                                                 Years Ended December 31,
                                                             1999          1998          1997          1996            1995
<S>                                                        <C>            <C>           <C>           <C>            <C>
  PER SHARE OPERATING PERFORMANCE:
  Net asset value, beginning of year ($)                    11.08          11.15         11.04         10.99           9.79
  Net investment income (a)                                  0.95          0.91          0.90          0.92            0.55
  Net realized and unrealized gains (losses)
     on investments and foreign currency transactions       (0.75)        (0.24)         0.11          0.16            1.24
  Total from investment operations                           0.20          0.67          1.01          1.08            1.79
  Less distributions:
     Dividends from net investment income                   (0.84)        (0.72)        (0.79)        (0.96)          (0.56)
     In excess of net investment income                      ---          (0.02)        (0.05)          ---            ---
     Dividends from net realized gains                       ---            ---         (0.05)        (0.07)          (0.03)
     In excess of net realized gains                         ---            ---         (0.01)          ---            ---
  Total distributions                                       (0.84)        (0.74)        (0.90)        (1.03)          (0.59)
  Net asset value, end of year ($)                          10.44          11.08         11.15         11.04          10.99

  TOTAL RETURN:
     Total investment return (%) (b)                         1.78          6.03         9.11(c)       9.83(c)        18.30(c)

  RATIOS/SUPPLEMENTAL DATA:
  Net assets, end of year (000) ($)                        170,702        118,985       73,175        53,393          48,334
  Ratio of expenses to average net assets (%) (e)            0.75          0.78         0.80(d)       0.80(d)        0.84(d)
  Ratio of net investment income to
     average net assets (%) (e)                              8.57          7.92         7.86(c)       8.13(c)        8.08(c)
  Portfolio turnover ratio (%)                                35            50            94            114            281
</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)    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% and 0.94%, respectively.

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


                                       16

<PAGE>
FINANCIAL HIGHLIGHTS



NEWPORT TIGER FUND, VARIABLE SERIES

<TABLE>
<CAPTION>
                                                                         Years Ended December 31,              Period Ended
                                                                                                               December 31,
                                                                 1999        1998        1997        1996         1995***
<S>                                                             <C>         <C>         <C>         <C>        <C>
  PER SHARE OPERATING PERFORMANCE:
  Net asset value, beginning of year ($)                         1.57        1.71        2.52        2.28          2.00
  Net investment income (a)                                      0.03        0.03        0.03        0.03          0.01
  Net realized and unrealized gains (losses) on investments      1.04       (0.14)      (0.81)       0.24          0.29
  Total from investment operations                               1.07       (0.11)      (0.78)       0.27          0.30
  Less distributions:
     Distributions from net investment income                   (0.02)      (0.03)      (0.02)      (0.02)        (0.01)
     In excess of net investment income                           ---         ---       (0.01)        ---         (0.01)
  Total distributions                                           (0.02)      (0.03)      (0.03)      (0.03)        (0.02)
  Net asset value, end of year ($)                               2.62        1.57        1.71        2.52          2.28

  TOTAL RETURN:
     Total investment return (%)(b)                              68.01      (6.43)      (31.14)      11.73        15.00**

  RATIOS/SUPPLEMENTAL DATA:
  Net assets, end of year (000) ($)                             46,125      23,655      24,934      34,642        18,977
  Ratio of expenses to average net assets (%)(c)                 1.21        1.30        1.25        1.27          1.75*
  Ratio of net investment income to average net assets (%)(c)    1.65        2.16        1.14        1.20          0.89*
  Portfolio turnover ratio (%)                                    12          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


PURCHASES AND REDEMPTIONS The Participating Insurance Companies place daily
orders to purchase and redeem shares of the Funds. These orders generally
reflect the net effect of instructions they receive from holders of their VA
contracts and VLI policies and certain other terms of those contracts and
policies. The Trust issues and redeems shares at net asset value (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 FUNDS CALCULATE NET ASSET VALUE 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 therefore the NAV of a Fund's shares may change on days when
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 Statement of Additional Information for more
information on the Funds and the securities in which they invest. The Statement
of Additional Information 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 Statement of Additional Information,
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 Edgar database on the Securities and Exchange Commission internet site 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
electronic request at the e-mail address [email protected] or by writing the:

Public Reference Room
Securities and Exchange Commission
Washington, DC 20549-0102

Information on the operation of the Public Reference Room may be obtained by
calling 1-202-942-8090.

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

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



                       STATEMENT OF ADDITIONAL INFORMATION
                                DATED MAY 1, 2000



      The Statement of Additional Information ("SAI") is not a Prospectus, but
should be read in conjunction with the Trust's Prospectuses, dated May 1, 2000
and any supplements 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 (as defined in the Prospectus),
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, 2000.



<PAGE>


                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
ITEM                                                                            PAGE
<S>                                                                             <C>
ORGANIZATION AND HISTORY..................................................      3

INVESTMENT MANAGEMENT AND OTHER SERVICES..................................      4
      General.............................................................      4
      Trust Charges and Expenses..........................................      7

INVESTMENT RESTRICTIONS...................................................      10
      Colonial Growth and Income Fund, Variable Series....................      10
      Stein Roe Global Utilities Fund, Variable Series....................      11
      Colonial International Fund for Growth, Variable Series.............      12
      Colonial U.S. Growth & Income Fund, Variable Series.................      14
      Colonial Strategic Income Fund, Variable Series.....................      15
      Newport Tiger Fund, Variable Series.................................      16
      Liberty All-Star Equity Fund, Variable Series.......................      17
      Colonial Small Cap Value Fund, Variable Series......................      19
      Colonial High Yield Securities Fund, Variable Series................      20
      Colonial International Horizons Fund, Variable Series...............      21
      Colonial Global Equity Fund, Variable Series........................      22
      Crabbe Huson Real Estate Investment Fund, Variable Series...........      23

MORE FACTS ABOUT THE TRUST................................................      24
      Mixed and Shared Funding............................................      24
      Organization........................................................      24
      Trustees and Officers...............................................      25
      Principal Holders of Securities.....................................      31
      Custodian...........................................................      32

OTHER CONSIDERATIONS......................................................      32
      Portfolio Turnover..................................................      32
      Suspension of Redemptions...........................................      33
      Valuation of Securities.............................................      33
      Portfolio Transactions..............................................      34

DESCRIPTION OF CERTAIN INVESTMENTS........................................      39
      Money Market Instruments............................................      39
      Investments in Less Developed Countries.............................      42
      Foreign Currency Transactions.......................................      42
      Options on Securities...............................................      46
      Futures Contracts and Related Options...............................      50
      Securities Loans....................................................      54

INVESTMENT PERFORMANCE....................................................      54

INDEPENDENT ACCOUNTANTS AND FINANCIAL STATEMENTS..........................      56
</TABLE>



                                       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 twelve 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. Growth & Income Fund, Variable Series ("U.S. Growth 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"), Colonial High Yield Securities Fund,
Variable Series ("High Yield Fund"), Colonial International Horizons Fund,
Variable Series, ("International Horizons Fund"), Colonial Global Equity Fund,
Variable Series ("Global Equity Fund") and Crabbe Huson Real Estate Investment
Fund, Variable Series ("Real Estate Fund"). The Trust may add or delete Funds
from time to time. The Trust commenced operations on July 1, 1993. Each Fund,
except the International Fund and the International Horizons Fund, is a
diversified series of the Trust, each representing the entire interest in a
separate series of the Trust. The International Fund and the International
Horizons Fund are non-diversified series of the Trust, each representing the
entire interest in a separate series of the Trust.



Effective November 15, 1997, the Trust changed its name from "Keyport Variable
Investment Trust" to its current name. Effective November 15, 1997, the Growth
and Income Fund changed its name from "Colonial-Keyport Growth and Income Fund"
to its current name. Effective June 1, 2000 the Growth and Income Fund will
change its name to the Liberty Value Fund, Variable Series. Effective November
15, 1997, the Global Utilities Fund changed its name from "Colonial-Keyport
Utilities Fund" to its current name. Effective November 15, 1997, the
International Fund changed its name from "Colonial-Keyport International Fund
for Growth" to its current name. Effective May 1, 1997, the U.S. Growth Fund
changed its name from "Colonial-Keyport U.S. Fund for Growth" to
Colonial-Keyport U.S. Stock Fund. Effective November 15, 1997, the U.S. Growth
Fund changed its name from "Colonial-Keyport U.S. Stock Fund" to Colonial U.S.
Stock Fund, Variable Series. Effective June 1, 1999, the U.S. Growth Fund
changed its name from "Colonial U.S. Stock Fund, Variable Series" to its current
name. Effective November 15, 1997 the Strategic Income Fund changed its name
from "Colonial-Keyport Strategic Income Fund" to its current name. Effective
November 15, 1997 the Tiger Fund changed its name from "Newport-Keyport Tiger
Fund" to its current name.


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 to 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."


                                       3
<PAGE>



                    INVESTMENT MANAGEMENT AND OTHER SERVICES


GENERAL


      Liberty Advisory Services Corp. ("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,
1999, approximately 71.48% 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 the Growth and Income Fund,
International Fund, U.S. Growth Fund, Strategic Income Fund, Small Cap Fund,
High Yield Fund, International Horizons Fund and Global Equity Fund, have
entered into separate Sub-Advisory Agreements (the "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") with
Newport Fund Management, Inc. ("Newport"). Newport is an indirect wholly owned
subsidiary of LFC.

      LASC and the Trust, on behalf of the Real Estate Fund, have entered into a
separate Sub-Advisory Agreement (the "Crabbe Huson Sub-Advisory Agreement,"
collectively, with the Colonial Sub-Advisory Agreements, the Stein Roe
Sub-Advisory Agreement and the Newport Sub-Advisory Agreement, the "Sub-Advisory
Agreements") with Crabbe Huson Group, Inc. ("Crabbe Huson"). Crabbe Huson 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.


                                       4
<PAGE>


      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.
            TCW Investment Management Company




      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: Philip K. Polkinghorn (principal
executive officer and director) and Stewart R. Morrison.



      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 director) 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 Gary L. Countryman, C. Allen Merritt, Jr. and
Stephen E. Gibson (principal executive officer).



      Newport. Newport Pacific Management, Inc. ("Newport Pacific"), 580
California Street, San Francisco, California 94104, owns 75.1% of the
outstanding common stock of Newport as of December 31, 1999. 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 Thomas R. Tuttle
(principal executive officer), John M. Mussey and Lindsay Cook.



      Crabbe Huson. Crabbe Huson, 121 S.W. Morrison, Suite 1400, Portland,
Oregon 97204, is a wholly-owned subsidiary of LFC. The directors and principal
executive officer of Crabbe Huson are James E. Crabbe (principal executive
officer and director) and Lindsay Cook.



      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: John V.
Carberry, Lindsay Cook and William R. Parmentier (principal executive officer
and director).



                                       5
<PAGE>

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, Ronald R. Dewhurst, Gerard W. Lillis, John W.
            Schmidlin, Hendrick Van Riel and Ms. Isabel H. Sloane. As of March
            31, 2000, J.P. Morgan managed over $376 billion in assets.



- -           Oppenheimer Capital. Oppenheimer Capital, an investment advisor
            since 1969, is located at 1345 Avenue of the Americas, New York, New
            York 10105, is a Delaware partnership and an indirect wholly-owned
            subsidiary of PIMCO Advisors L.P. Oppenheimer Capital's principal
            executive officer is Kenneth Poovey. As of March 31, 2000,
            Oppenheimer Capital managed over $45 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, 2000, Boston
            Partners managed over $9 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, Brian Casey, Don A.
            Buchhotz, David Glatstein, and Patricia R. Fraze. As of March 31,
            2000, Westwood manages over $2.5 billion in assets.



- -           TCW Investment Management Company. TCW Investment Management Company
            ("TCW"), located at 865 South Figueroa Street, Los Angeles,
            California 90017, is a wholly-owned subsidiary of The TCW Group,
            Inc. ("TCW Group"). Established in 1971, TCW Group's direct and
            indirect subsidiaries, including TCW, provide a variety of trust,
            investment management and investment advisory services. Ownership of
            the TCW Group lies approximately 95% with its employees and 5% with
            its directors. Robert A. Day, who is Chairman of the Board of
            Directors of TCW Group, may be deemed to be a control person of TCW
            by virtue of the aggregate ownership by Mr. Day and his family of
            more




                                       6
<PAGE>

            than 25% of the outstanding voting stock of the TCW Group. As of
            March 31, 2000, TCW had over $75 million in assets under management.






      The Management Agreements, the Sub-Advisory Agreements and the Portfolio
Management Agreements provide that none of LASC, Colonial, Stein Roe, Newport,
Crabbe Huson, 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


      All-Star Equity Fund commenced operations on November 15, 1997. Small Cap
Fund and High Yield Fund commenced operations on May 19, 1998. International
Horizons Fund, Global Equity Fund and Real Estate Fund commenced operations on
June 1, 1999.



      MANAGEMENT FEES. Each Fund listed below paid LASC management fees as
follows during each year in the three-year period ended December 31, 1999,
pursuant to the Management Agreements described in the Prospectus:




<TABLE>
<CAPTION>
                                       1999             1998             1997
                                    ----------       ----------       ----------
<S>                                 <C>              <C>              <C>
Growth and Income Fund:             $1,157,822       $  805,967       $  605,151
Global Utilities Fund:              $  554,892       $  390,383       $  310,458
International Fund:                 $  569,988       $  369,574       $  270,532
U.S. Growth Fund:                   $1,429,390       $1,027,590       $  623,484
Strategic Income Fund:              $  971,490       $  590,688       $  384,347
Tiger Fund:                         $  277,720       $  192,901       $  303,701
All-Star Equity Fund:               $  493,641       $  243,070       $    8,804
Small Cap Fund:                     $   18,928        $     0(2)            --

</TABLE>





                                       7
<PAGE>


<TABLE>
<S>                                       <C>            <C>                 <C>
High Yield Fund:                           $61,532        $     0(2)          --
International Horizons Fund:               $27,964             --             --
Global Equity Fund:                        $31,164             --             --
Real Estate Fund:                          $11,210             --             --
</TABLE>







CERTAIN ADMINISTRATIVE EXPENSES. During each year in the three-year period ended
December 31, 1999 each Fund listed below made payments as follows to Colonial or
an affiliate thereof for pricing and bookkeeping services.



<TABLE>
<CAPTION>
                                            1999           1998           1997
                                           -------        -------        -------
<S>                                        <C>            <C>            <C>
Growth and Income Fund:                    $74,390        $53,025        $43,653
Global Utilities Fund:                     $40,059        $30,524        $27,071
International Fund:                        $31,946        $27,008        $27,000
U.S. Growth Fund:                          $74,490        $54,453        $39,024
Strategic Income Fund:                     $63,800        $41,331        $31,551
Tiger Fund:                                $27,000        $27,000        $27,000
All-Star Equity Fund:                      $31,497        $27,000        $ 3,225
Small Cap Fund:                            $27,000        $16,694             --
High Yield Fund:                           $27,000        $16,694             --
International Horizons Fund:               $15,750             --             --
Global Equity Fund:                        $15,750             --             --
Real Estate Fund:                          $15,750             --             --
</TABLE>






      In addition, during each year in the three-year period ended December 31,
1999, each Fund listed below made payments as follows to Colonial or an
affiliate thereof for transfer agent services:







<TABLE>
<CAPTION>
                                             1999           1998           1997
                                            ------         ------         ------
<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. Growth Fund:                           $7,500         $7,500         $7,500
Strategic Income Fund:                      $7,500         $7,500         $7,500
</TABLE>




                                       8
<PAGE>


<TABLE>
<S>                                         <C>            <C>            <C>
Tiger Fund:                                 $7,500         $7,500         $  896
All-Star Equity Fund:                       $7,500         $7,500             --
Small Cap Fund:                             $7,500         $4,637             --
High Yield Fund:                            $7,500         $4,637             --
International Horizons Fund:                $4,375             --             --
Global Equity Fund:                         $4,375             --             --
Real Estate Fund:                           $4,375             --             --
</TABLE>






12b-1 FEES. Each Fund listed below paid Liberty Funds Distributor, Inc. (LFD)
services fees as follows during the year ended December 31, 1999, as described
in the Prospectus:



<TABLE>
<S>                             <C>
International Horizons Fund:    $6,601
Global Equity Fund:             $7,044
Real Estate Fund:               $2,415
</TABLE>




EXPENSE LIMITATIONS. LASC has agreed to reimburse all expenses, including
management fees, but excluding interest, taxes, 12b-1, brokerage and
extraordinary expenses, incurred by (i) each of Growth and Income Fund, Global
Utilities Fund, U.S. Growth 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, (iii) each of Strategic Income Fund and High Yield Fund in
excess of 0.80% of average daily net asset value per annum, (iv) each of
International Horizons Fund and Global Equity Fund in excess of 1.15% of average
daily net asset value per annum, and (v) Real Estate Fund in excess of 1.20% of
average daily net asset value per annum, in each case for the period from May 1,
2000 until April 30, 2001.



FEES OR EXPENSES WAIVED OR BORNE BY ADVISOR



<TABLE>
<CAPTION>
                                1999       1998        1997
                                ----       ----        ----
<S>                           <C>         <C>        <C>
Strategic Income Fund:          ----       ----      $15,222
All-Star Equity Fund:           ----      $12,713    $11,533
Small Cap Fund:               $63,222     $36,072      ----
High Yield Fund:              $49,549     $33,929      ----
International Horizons Fund:  $28,328      ----        ----
Global Equity Fund:           $27,096      ----        ----
Real Estate Fund:             $31,663      ----        ----
</TABLE>




PRINCIPAL UNDERWRITERS
Liberty Funds Distributor, Inc. (LFD), One Financial Center, Boston, MA
02111, serves as the






                                       9
<PAGE>

principal underwriter to the Funds. LFD is an affiliate of LASC.


The Trustees have approved a Distribution Plan and Agreement (Plan) pursuant to
Rule 12b-1 under the 1940 Act for the International Horizons Fund, Global Equity
Fund and Real Estate Fund. Under the Plan, these Funds will pay the distributor
a monthly service fee at the aggregate annual rate of 0.25% of each Fund's
average daily net assets. The distributor may use the entire amount of such fees
to defray the cost of commissions and service fees paid to financial service
firms (FSFs) and for certain other purposes. Since the service fees are payable
regardless of the amount of the distributor's expenses, the distributor may
realize a profit from the fees.


The Plan authorizes any other payments by these Funds to the distributor and its
affiliates (including the Advisor) to the extent that such payments might be
construed to be indirect financing of the distribution of fund shares.



The Trustees believe the Plan could be a significant factor in the growth and
retention of Fund assets resulting in a more advantageous expense ratio and
increased investment flexibility which could benefit each Fund's shareholders.
The Plan will continue in effect from year to year so long as continuance is
specifically approved at least annually by a vote of the Trustees, including the
Trustees who are not interested persons of the Trust and have no direct or
indirect financial interest in the operation of the Plan or in any agreements
related to the Plan (Independent Trustees), cast in person at a meeting called
for the purpose of voting on the Plan. The Plan may not be amended to increase
the fee materially without approval by vote of a majority of the outstanding
voting securities of the relevant class of shares, and all material amendments
of the Plan must be approved by the Trustees in the manner provided in the
foregoing sentence. The Plan may be terminated at any time by vote of a majority
of the Independent Trustees or by vote of a majority of the outstanding voting
securities of the relevant Fund's shares, on 60 days' written notice to the
distributor. The continuance of the Plan will only be effective if the selection
and nomination of the Trustees who are not interested persons of the Trust is
effected by such disinterested Trustees.









                                       10
<PAGE>
                             INVESTMENT RESTRICTIONS

      The investment restrictions specified below with respect to each Fund as
"FUNDAMENTAL INVESTMENT POLICIES" have been adopted as fundamental investment
policies of each Fund. Such fundamental investment policies may be changed only
with the consent of a "majority of the outstanding voting securities" of the
particular Fund. As used in the Prospectuses 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.




                                       11
<PAGE>
      OTHER INVESTMENT POLICIES.  As non-fundamental investment policies of
Growth and Income Fund which may be changed without a shareholder vote, the
Fund may not:

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

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

      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 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


      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:



                                       12
<PAGE>
      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;

      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.


      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;




                                       13
<PAGE>
      2.    Have a short securities position, unless the Fund owns, or owns
            rights (exercisable without payment) to acquire, an equal amount of
            such securities;

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

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

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

      6.    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. GROWTH FUND

      FUNDAMENTAL INVESTMENT POLICIES.  U.S. Growth 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



                                       14
<PAGE>
      5.    With respect to 75% of total assets not purchase any security (other
            than obligations of the U.S. Government and cash items including
            receivables) if as a result more than 5% of its total assets would
            then be invested in securities of a single issuer or purchase the
            voting securities of an issuer if, as a result of such purchase, the
            Fund would own more than 10% of the outstanding voting shares of
            such issuer;

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

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

      OTHER INVESTMENT POLICIES.  As non-fundamental investment policies of
U.S. Growth 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;





                                       15
<PAGE>
      5.    With respect to 75% of total assets not purchase any security (other
            than obligations of the U.S. Government and cash items including
            receivables) if as a result more than 5% of its total assets would
            then be invested in securities of a single issuer or purchase the
            voting securities of an issuer if, as a result of such purchase, the
            Fund would own more than 10% of the outstanding voting shares of
            such issuer;

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

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

      OTHER INVESTMENT POLICIES.  As non-fundamental investment policies of
Strategic Income Fund which may be changed without a shareholder vote, the
Fund may not:

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

      2.    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.

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 or purchase
            the voting securities of an issuer if, as a result of such
            purchase, the Fund would own more than 10% of the outstanding
            voting shares of such issuer;


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

      3.    Purchase and sell futures contracts and related options if the total
            initial margin and premiums exceed 5% of its total assets;





                                       16
<PAGE>
      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;

      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.



                                       17
<PAGE>
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;

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);





                                       18
<PAGE>
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 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).





                                       19
<PAGE>
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 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 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
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.





                                       20
<PAGE>
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:

      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.





                                       21
<PAGE>
INTERNATIONAL HORIZONS FUND

      FUNDAMENTAL INVESTMENT POLICIES. International Horizons 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.

      OTHER INVESTMENT POLICIES.  As non-fundamental investment policies of
International Horizons 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; and

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

GLOBAL EQUITY FUND

      FUNDAMENTAL INVESTMENT POLICIES. The Global Equity 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;




                                       22
<PAGE>
      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.    Only own real estate acquired as the result of owning securities and
            not more than 5% of total assets.

      OTHER INVESTMENT POLICIES.  As non-fundamental investment policies of
the Global Equity Fund, which may be changed without a shareholder vote, the
Fund may not:

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

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

      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 assets in illiquid assets.

REAL ESTATE FUND

      FUNDAMENTAL INVESTMENT POLICIES.  The Real Estate 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.    Concentrate more than 25% of its total assets in any one industry;



                                       23
<PAGE>
      5.    With respect to 75% of total assets not purchase any security (other
            than obligations of the U.S. Government and cash items including
            receivables) if as a result more than 5% of its total assets would
            then be invested in securities of a single issuer or purchase the
            voting securities of an issuer if, as a result of such purchase, the
            Fund would own more than 10% of the outstanding voting shares of
            such issuer; and

      6.    Own real estate if it is acquired as the result of owning securities
            and not more than 5% of total assets; provided that the Fund may
            invest in securities that are secured by real estate or interest
            therein and may purchase and sell mortgage-related securities and
            may hold and sell real estate acquired by the Fund as a result of
            the ownership of securities.

      OTHER INVESTMENT POLICIES.  As non-fundamental investment policies of
the Real Estate Fund, which may be changed without a shareholder vote, the
Fund may not:

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

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

      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 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





                                       24
<PAGE>
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.

      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, Colonial Municipal Income Trust,
Colonial Insured Municipal Fund, Colonial California Insured






                                       25
<PAGE>

Municipal Fund, Colonial New York Insured Municipal Fund, Liberty-Stein Roe
Advisor Floating Rate Advantage Fund and Colonial Investment Grade Bond Fund.




<TABLE>
<CAPTION>
                               Positions(s) held      Principal occupations
Name, Age and Address          with the Trust         during past five years
- ---------------------          --------------         ----------------------
<S>                            <C>                    <C>
Tom Bleasdale (69)             Trustee                Retired (formerly Chairman of the Board and 102
Clubhouse Drive #275                                  Chief Executive Officer, Shore Bank & Trust
Naples, FL 34105                                      Company (banking) from 1992 to 1993).
                                                      Director or Trustee: Liberty Funds, Empire
                                                      Company Limited.

John V. Carberry* (52)         Trustee                Senior Vice President of LFC since 1998
56 Woodcliff Road                                     (formerly Managing Director, Salomon
Wellesley Hills, MA  02481                            Brothers (investment banking) from January,
                                                      1988 to January, 1998).  Director or
                                                      Trustee:  Liberty Funds, Liberty All-Star
                                                      Funds.

Lora S. Collins (64)           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 (70)         Trustee                Private Investor since November, 1988.
22 Harbor Avenue                                      Director or Trustee: Liberty Funds, Liberty
Marblehead, MA  01945                                 All-Star Funds.

Richard W. Lowry (63)          Trustee                Private Investor since August, 1987.
10701 Charleston Drive                                Director or Trustee: Liberty Funds, Liberty
Vero Beach, FL  32963                                 All-Star Funds.
</TABLE>




                                       26
<PAGE>


<TABLE>
<CAPTION>
                               Positions(s) held      Principal occupations
Name, Age and Address          with the Trust         during past five years
- ---------------------          --------------         ----------------------
<S>                            <C>                    <C>
Salvatore Macera (68)          Trustee                Private Investor (formerly Executive Vice
26 Little Neck Lane                                   President and Director of Itek Corporation
New Seabury, MA  02649                                (electronics) from 1975 to 1981). Director
                                                      or Trustee: Liberty Funds and Stein Roe
                                                      Variable Investment Trust.

William E. Mayer (59)          Trustee                Partner, Development Capital, LLC (venture
500 Park Avenue, 5th Floor                            capital) (formerly Dean, College of
New York, NY  10022                                   Business and Management, University of
                                                      Maryland (higher education) from October,
                                                      1992 to November, 1996).  Director or
                                                      Trustee: Liberty Funds, Liberty All-Star
                                                      Funds, Johns Manville, Lee Enterprises,
                                                      Premier, Rosemore.

James L. Moody, Jr. (68)       Trustee                Retired (formerly Chairman of the Board,
16 Running Tide Road                                  Hannaford Bros. Co. (food retailer) from
Cape Elizabeth, ME  04107                             May, 1984 to May, 1997 and Chief Executive
                                                      Officer, Hannaford Bros. Co. from May, 1973
                                                      to May, 1992).  Director or Trustee:
                                                      Liberty Funds,  Staples, Inc., UNUM
                                                      Provident Corporation, IDEXX Laboratories,
                                                      Inc., Empire Company Limited.

John J. Neuhauser (56)         Trustee                Dean of the School of Management, Boston
84 College Road                                       College (higher education) since September,
Chestnut Hill, MA  02467                              1977.  Director or Trustee: Liberty Funds,
                                                      Liberty All-Star Funds,
</TABLE>




                                       27
<PAGE>


<TABLE>
<CAPTION>
                               Positions(s) held      Principal occupations
Name, Age and Address          with the Trust         during past five years
- ---------------------          --------------         ----------------------
<S>                            <C>                    <C>
                                                      , Saucony, Inc.

Thomas E. Stitzel (64)         Trustee                Business Consultant (formerly Professor of
2208 Tawny Woods Place                                Finance from 1975 to 1999 and Dean from
Boise, ID  83706                                      1977 to 1991, College of Business, Boise
                                                      State University (higher education),
                                                      Chartered Financial Analyst.  Director or
                                                      Trustee: Liberty Funds, Stein Roe Variable
                                                      Investment Trust, Farmers and Merchants
                                                      State Bank.

Anne-Lee Verville (54)         Trustee                Consultant (formerly General Manager,
359 Stickney Hill Road                                Global Education Industry from 1994 to
Hopkinton, NH  03229                                  1997, and President, Applications Solutions
                                                      Division from 1991 to 1994, IBM Corporation
                                                      (global education and global
                                                      applications)).  Director or Trustee:
                                                      Liberty Funds, Enesco Group, Inc., National
                                                      Skill Standards Board.
</TABLE>




                                       28
<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 (46)         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); Director,
                                                      Chief Executive Officer and
                                                      President of Liberty Funds Group
                                                      LLC ("LFG") since December, 1998
                                                      (formerly 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).

Pamela A. McGrath (46)         Treasurer and          Treasurer and Chief Financial Officer of
One Financial Center           Chief Financial        the Liberty Funds and Liberty All-Star
Boston, MA 02111               Officer                Funds since April, 2000; Treasurer, Chief
                                                      Financial Officer and Vice
                                                      President of LFG since December,
                                                      1999; Chief Financial Officer,
                                                      Treasurer and Senior Vice
</TABLE>




                                       29
<PAGE>


<TABLE>
<CAPTION>
                               Positions(s) held      Principal occupations
Name, Age and Address          with the Trust         during past five years
- ---------------------          --------------         ----------------------
<S>                            <C>                    <C>
                                                      President of Colonial since
                                                      December, 1999; Director of
                                                      Offshore Accounting for Putnam
                                                      Investments from May, 1998 to
                                                      October 1999; Managing Director
                                                      of Scudder Kemper Investments
                                                      from October, 1984 to December,
                                                      1997.

J. Kevin Connaughton (35)      Controller and         Controller and Chief Accounting Officer of
One Financial Center           Chief Accounting       the Liberty Funds since February, 1998;
Boston, MA  02111              Officer                Controller since December, 1998 of Liberty
                                                      All-Star Funds; 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).

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 (formerly
                                                      Chief Operating Officer, Putnam
                                                      Mutual Funds from 1994 to 1998).

Nancy L. Conlin (46)           Secretary              Secretary of the Liberty Funds since April,
One Financial Center                                  1998 (formerly Assistant Secretary from July,
Boston, MA  02111                                     1994 to April, 1998); Director, Senior Vice
                                                      President, General Counsel,
                                                      Clerk and Secretary of Colonial
                                                      since April, 1998 (formerly Vice
                                                      President, Counsel, Assistant
</TABLE>






                                       30
<PAGE>


<TABLE>
<CAPTION>
                               Positions(s) held      Principal occupations
Name, Age and Address          with the Trust         during past five years
- ---------------------          --------------         ----------------------
<S>                            <C>                    <C>
                                                      Secretary and Assistant Clerk
                                                      from July, 1994 to April, 1998);
                                                      Vice President - Legal, General
                                                      Counsel and Secretary of LFG
                                                      since December, 1998 (formerly
                                                      Vice President Legal, General
                                                      Counsel, Secretary and Clerk of
                                                      TCG from April, 1998 to
                                                      December, 1998; Assistant Clerk
                                                      from July, 1994 to April, 1998).
</TABLE>




* A Trustee who is an "interested person" (as defined in the Investment Company
Act of 1940 ("1940 Act")) of the Funds or the Advisor.



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





                                       31
<PAGE>
Compensation of Trustees


      The table below sets forth (1) the aggregate compensation paid by the
Trust to the Trustees for 1999, 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 1999 (a):


                               COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                   Total Compensation From Liberty
                            Aggregate 1999            Funds Complex Paid to the
                           Compensation from       Trustees For The Calendar Year
Trustee                        the Trust              Ended December 31, 1999(b)
- -------                        ---------              --------------------------
<S>                         <C>                    <C>
Robert J. Birnbaum(c)        $   7,807                        $97,000
Tom Bleasdale                    8,296(d)                     103,000(e)
John V. Carberry(f)                N/A                            N/A
Lora S. Collins                  7,732                         96,000
James E. Grinnell                8,048                        100,000
Richard W. Lowry                 7,813                         97,000
Salvatore Macera                 7,725                         95,000
William E. Mayer                 8,123                        101,000
James L. Moody, Jr.              7,348(g)                      91,000(h)
John J. Neuhauser                8,166                        101,252
Thomas E. Stitzel                7,725                         95,000
Robert L. Sullivan(i)            8,581                        104,100
Anne-Lee Verville                7,745(j)                      96,000(k)
</TABLE>



(a) The Liberty Funds Complex does not currently provide pension or retirement
    plan benefits to the Trustees.


(b) At December 31, 1999, the Liberty Funds Complex consisted of 51 open-end and
    8 closed-end management investment portfolios in the Liberty Funds
    Group-Boston and 12 open-end management investment portfolios in the Liberty
    Variable Investment Trust (together, the Liberty Funds Complex).



(c) Retired as Trustee of the Trust on December 31, 1999.



(d) Includes $4,109 payable in later years as deferred compensation.



(e) Includes $52,000 payable in later years as deferred compensation.



(f) Does not receive compensation because he is an affiliated Trustee and
    employee of LFC.



(g) Total compensation of $7,348 for the fiscal year ended December 31, 1999
    will be payable in later years as deferred compensation.




                                       32
<PAGE>


(h)      Total compensation of $91,000 for the calendar year ended December 31,
         1999 will be payable in later years as deferred compensation.



(i)      Retired as Trustee of the Trust on April 30, 2000.



(j)      Total compensation of $7,745 for the fiscal year ended December 31,
         1999 will be payable in later years as deferred compensation.



(k)      Total compensation of $96,000 for the calendar year ended December 31,
         1999 will be payable in later years as deferred compensation.



For the fiscal year ended December 31, 1999, some of the Trustees received the
following compensation in their capacities as trustees or directors of the
Liberty All-Star Equity Fund, the Liberty All-Star Growth Fund, Inc. and Liberty
Funds Trust IX (together, Liberty All-Star Funds):



<TABLE>
<CAPTION>
                                       Total Compensation from Liberty All-
                                        Star Funds for the Calendar Year Ended
Trustee                                          December 31, 1999(l)
- -------                                ---------------------------------------
<S>                                                       <C>
Robert J. Birnbaum(m)                                     $25,000
John V. Carberry(m)(n)                                       N/A
James E. Grinnell(m)                                        25,000
Richard W. Lowry(m)                                         25,000
William E. Mayer(m)                                         25,000
John J. Neuhauser(m)                                        25,000
</TABLE>



(1)      The Liberty All-Star Funds are advised by Liberty Asset Management
         Company (LAMCO). LAMCO is an indirect wholly-owned subsidiary of LFC
         (an intermediate parent of LASC).



(m)      Elected by the sole Trustee of Liberty Funds Trust IX on December 17,
         1998.



(n)      Does not receive compensation because he is an affiliated Trustee and
         employee of LFC.


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, 2000 the general account of Keyport owned of record 32% of the Tiger Fund,
48% of the International Horizons Fund, 65% of the Global Equity Fund and 69% of
the Real Estate 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



                                       33
<PAGE>

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, 2000 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
10017-2070, is custodian of the securities and cash owned by all of 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 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 Prospectuses.

         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


                                       34
<PAGE>
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, International Horizons Fund and Global Equity Fund
may be expected to experience higher portfolio turnover rates if such Funds make
a change in their respective 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.


         The Growth and Income Fund, for the 1999 fiscal year, had a higher than
usual portfolio turnover rate. This was due to a change in portfolio manager and
the new manager selling off and re-positioning the Growth and Income Fund to
reflect the new strategies of the Fund.


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, 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,


                                       35
<PAGE>
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, Crabbe Huson 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.

         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,
International Horizons Fund, Global Equity 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


                                       36
<PAGE>
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, 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, International
Horizons Fund and Global Equity Fund. The portfolio managers for the
International Fund and the International Horizons Fund are Charles R. Roberts,
Michael Ellis and Deborah Snee and for the Global Equity Fund are Ophelia
Barsketis and Deborah A. Jansen, all of whom are jointly employed by Newport,
Colonial and Stein Roe (each of which is an indirect wholly owned subsidiary of
LFC). The Funds and the other accounts advised by these managers 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 Funds and such other accounts will be bunched and
executed on an aggregate basis. In such cases, each participating account
(including the International Fund, International Horizons Fund and Global Equity
Fund) will receive the average price at which the trade is executed. Where less
than



                                       37
<PAGE>
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, International Horizons Fund and Global Equity 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, International Horizons Fund and Global Equity are 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,
International Horizons Fund and Global Equity 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 Funds 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 Funds 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,
International Horizons Fund, Global Equity 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 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.


                                       38
<PAGE>
         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
November 15, 1997; Small Cap Fund and High Yield Fund commenced operations on
May 19, 1998; International Horizons Fund, Global Equity Fund and Real Estate
Fund commenced operations on June 1, 1999.)


<TABLE>
<CAPTION>
                                 Growth &          Global          International        U.S.               Tiger          All-Star
                                  Income          Utilities             Fund           Growth              Fund         Equity Fund
                                   Fund            Fund                                 Fund
<S>                          <C>              <C>                 <C>             <C>               <C>               <C>
Total amount of              $    521,325     $    171,492        $     54,904    $    250,696      $     42,877      $    101,560
brokerage commissions
paid during 1999
Total amount of              $          0     $          0        $          0    $          0      $          0      $ 10,533,313
directed transactions
paid during 1999

Total amount of              $          0     $          0        $          0    $          0      $          0      $     12,038
commissions on directed
transactions paid
during 1999

Total amount of              $    210,205     $          0        $        180    $     95,068      $          0      $          0
brokerage commissions                 (40%)                               (0.5%)           (38%)
paid during 1999 to
AlphaTrade Inc.
(% of total commission
paid)

Total amount of              $     86,453     $    124,815        $     66,549    $    147,449      $     36,508      $     58,697
brokerage commissions
paid during 1998
Total amount of              $          0     $          0        $          0    $          0      $          0      $     84,729
directed transactions
paid during 1998

Total amount of              $          0     $          0        $          0    $          0      $          0      $         80
commissions on directed
transactions paid
during 1998
</TABLE>



                                       39
<PAGE>

<TABLE>
<S>                         <C>              <C>              <C>            <C>            <C>           <C>
Total amount of             $  17,178        $       0        $       0      $  45,117      $       0      $       0
brokerage commissions
paid during 1998 to               (20%)                                            (31%)
AlphaTrade Inc.
(% of total commission
paid)

Total amount of             $  76,021        $ 108,414        $  59,920      $  80,839      $ 110,960      $  18,207
brokerage commissions
paid during 1997
</TABLE>



<TABLE>
<CAPTION>
                                High      Small    Strategic   International      Global     Real Estate
                               Yield       Cap       Income      Horizons         Equity       Fund
                                Fund       Fund       Fund         Fund            Fund
<S>                              <C>      <C>         <C>         <C>             <C>         <C>
Total amount of                  $0       $4,635      $1,563      $4,344          $4,530      $11,892
brokerage commissions
paid during 1999

Total amount of                  $0           $0          $0          $0              $0           $0
directed transactions
paid during 1999

Total amount of                  $0           $0          $0          $0              $0           $0
commissions on directed
transactions paid
during 1999

Total amount of                  $0       $2,299          $0          $0              $0           $0
brokerage commissions
paid during 1999 to                       (50%)
AlphaTrade Inc.
(% of total commission
paid)

Total amount of                  $0       $3,240          $0        ----            ----         ----
brokerage commissions
paid during 1998

Total amount of                  $0           $0          $0        ----            ----         ----
directed transactions
paid during 1998

Total amount of                  $0           $0          $0        ----            ----         ----
commissions on
directed
transactions paid
during 1998
</TABLE>



                                       40
<PAGE>

<TABLE>
<S>                          <C>         <C>              <C>     <C>             <C>        <C>
Total amount of                  $0      $1,170           $0        ----            ----       ----
brokerage commissions
paid during 1998 to                          (36%)
AlphaTrade Inc.
(% of total commission
paid)
Total amount of                ----         ----          $0        ----            ----       ----
brokerage commissions
paid during 1997
</TABLE>



         The increase in brokerage commissions for the 1999 fiscal year is due
to a number of factors. The Growth and Income Fund had a large portfolio
turnover rate due to a new portfolio manager and new strategies. The Growth and
Income Fund, U.S. Growth Fund and All-Star Equity Fund had significant increases
in assets causing more securities to be purchased and, therefore, incurring more
brokerage commissions.



*        The Funds were not able to trade through AlphaTrade Inc. prior to 1998.


                       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


                                       41
<PAGE>
Service. These securities are either: (i) backed by the full faith and credit of
the U.S. Government (e.g., U.S. Treasury bills); (ii) guaranteed by the U.S.
Treasury (e.g., Government National Mortgage Association mortgage-backed
securities); (iii) supported by the issuing agency's or instrumentality's right
to borrow from the U.S. Treasury (e.g., Federal National Mortgage Association
Discount Notes); or (iv) supported only by the issuing agency's or
instrumentality's own credit (e.g., securities issued by the Farmer's Home
Administration).

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

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

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


                                       42
<PAGE>
often under one week, and will not be entered into by a Fund for a duration of
more than seven days if, as a result, more than 15% of the value of that Fund's
total assets would be invested in such agreements or other securities which are
illiquid.

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

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

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

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

INVESTMENTS IN LESS DEVELOPED COUNTRIES


         International Fund's and International Horizons 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
International Fund's assets and up to 35% of the International Horizons Fund's
assets will be invested in such emerging market countries. As of May 1, 2000,
the following countries were considered by Colonial to be emerging market
countries:




                                       43
<PAGE>
<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
Sri Lanka
Taiwan
Thailand
</TABLE>


         Under normal market conditions, the Tiger Fund invests primarily in
stocks of companies located in the ten Tiger countries of Asia. The Tigers of
Asia are Hong Kong, India, 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, International Horizons Fund, Global Equity 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, International
Horizons Fund, Global Equity 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


                                       44
<PAGE>
protect itself against a possible loss resulting from an adverse change in the
relationship between the U.S. dollar and the applicable foreign currency during
the period between the date on which the security is purchased or sold, or on
which the dividend or interest payments is declared, and the date on which such
payments are made or received.

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

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

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

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

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


                                       45
<PAGE>
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, International Horizons Fund, Global Equity Fund and Tiger Fund will enter
into such contracts only when cash or equivalents equal in value to either (i)
the commodity value (less any applicable margin deposits) or (ii) the difference
between the commodity value (less any applicable margin deposits) and the
aggregate market value of all equity securities denominated in the particular
currency held by the Fund have been deposited in a segregated account of the
Fund's custodian. A forward currency contract involves an obligation to purchase
or sell specific currency at a future date, which may be any fixed number of
days from the date of the contract as agreed by the parties, at a price set at
the time of the contract. In the case of a cancelable contract, the holder has
the unilateral right to cancel the contract at maturity by paying a specified
fee. The contracts are traded in the interbank market conducted directly between
currency traders (usually large commercial banks) and their customers. A
contract generally has no deposit requirement, and no commissions are charged at
any stage for trades. A currency futures contract is a standardized contract for
the future delivery of a specified amount of a foreign currency at a future date
at a price set at the time of the contract. Currency futures contracts traded in
the United States are designed and traded on exchanges regulated by the
Commodities Futures Trading Commission ("CFTC"), such as the New York Mercantile
Exchange. (Tiger Fund may not invest in currency futures contracts.)

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

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


                                       46
<PAGE>
         Positions in currency futures contracts may be closed out only on an
exchange or board of trade which provides a secondary market in such contracts.
Although the Funds intend to purchase or sell currency futures contracts only on
exchanges or boards of trade where there appears to be an active secondary
market, there is no assurance that a secondary market on an exchange or board of
trade will exist for any particular contract or at any particular time. In such
event, it may not be possible to close a futures position and, in the event of
adverse price movements, the Fund would continue to be required to make daily
cash payments or variation margin.

Currency Options

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

         Global Utilities Fund, International Horizons Fund, Global Equity 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


                                       47
<PAGE>
         There is no systematic reporting of last sale information for
currencies and there is no regulatory requirement that quotations available
through dealers or other market sources be firm or revised on a timely basis.
Available quotation information is generally representative of very large
round-lot transactions in the interbank market and thus may not reflect exchange
rates for smaller odd-lot transactions (less than $1 million) where rates may be
less favorable. The interbank market in currencies is a global, around-the-clock
market. To the extent that options markets are closed while the markets for the
underlying currencies remain open, significant price and rate movements may take
place in the underlying markets that cannot be reflected in the options markets.

Settlement Procedures

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

Foreign Currency Conversion

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



                                       48
<PAGE>
OPTIONS ON SECURITIES

         Each of Global Utilities Fund, International Fund, International
Horizons Fund, Global Equity Fund, Real Estate 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 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.


                                       49
<PAGE>
         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 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.


                                       50
<PAGE>
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.

         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


                                       51
<PAGE>
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, International Horizons Fund, Global Equity Fund, Real Estate Fund and
All-Star Equity Fund may buy and sell certain futures contracts (and in certain
cases related options), to the extent and for the purposes specified in the
Prospectuses.

         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.

         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.



                                       52
<PAGE>
         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 upon entering into futures contracts, in compliance with
the SEC's requirements, cash or liquid securities equal in value to the amount
of the Fund's obligation under the contract (less any applicable margin
deposits and any assets that constitute "cover" for such obligation), will be
segregated with 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 liquid securities equal in value to the
amount of the Fund's obligation under the contract (less any applicable margin
deposits and any assets that constitute "cover" for such obligation), will be
segregated with the Fund's custodian.

Risks of transactions in futures contracts and related options


         Successful use of futures contracts by a Fund is subject to its
sub-advisor'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


                                       53
<PAGE>
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.

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.


                                       54
<PAGE>
         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 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.



                                       55
<PAGE>
SECURITIES LOANS

         Each of Global Utilities Fund, U.S. Growth Fund, International Horizons
Fund, Global Equity Fund, Real Estate 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.

                             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).


                                       56
<PAGE>

         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. Growth Fund and Strategic Income Fund; May 1, 1995, in the case of Tiger
Fund; November 17, 1997 in the case of All-Star Equity Fund; May 19,1998 in the
case of High Yield Fund and Small Cap Fund and June 1, 1999 in the case of
International Horizons Fund, Global Equity Fund and Real Estate Fund) through
December 31, 1999 were:



<TABLE>
<CAPTION>
Fund                                                              Ending             Cumulative Total       Average
                                                                  Redeemable         Return                 Annual  Total
                                                                  Value              Percentage             Return
<S>                                                               <C>                  <C>                  <C>
Colonial Growth and Income Fund, Variable Series                  $2,417               141.68%              14.52%
Stein Roe Global Utilities Fund, Variable Series                    2,489              148.88                15.04
Colonial International Fund for Growth, Variable Series             1,614               61.42                8.81
Colonial U.S. Growth & Income Fund, Variable Series                 2,935              193.53                21.64
Colonial Strategic Income Fund, Variable Series                     1,547               54.67                8.26
Newport Tiger Fund, Variable Series                                 1,391               39.09                7.31
Liberty All-Star Equity Fund, Variable Series                       1,298               29.76                13.05
Colonial High Yield Securities Fund, Variable Series                 990               (0.96)               (0.59)
Colonial Small Cap Value Fund, Variable Series                       922               (7.75)               (4.85)
Colonial International Horizons Fund, Variable Series               1,242               24.24                 N/A
Colonial Global Equity Fund, Variable Series                        1,126               12.57                 N/A
Crabbe Huson Real Estate Investment Fund, Variable Series             862              (13.80)                N/A
</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'
performance numbers reflect all Fund expenses, net of any voluntary waiver of
expenses by the advisor, sub-advisor or their affiliates, but 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. If performance information
included the effect of these additional amounts, returns would be lower.



                                       57
<PAGE>
                INDEPENDENT ACCOUNTANTS AND FINANCIAL STATEMENTS


         PricewaterhouseCoopers LLP are the Trust's independent accountants. The
financial statements as of December 31, 1999 and for the fiscal years or periods
ended December 31, 1999 and December 31, 1998 incorporated by reference in this
SAI have been so incorporated, and the schedules of financial highlights for the
periods ended December 31, 1999 have been included in the Prospectus, in
reliance upon the reports 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, 1999 Annual Report of the Trust are
incorporated in this SAI by reference.



                                       58
<PAGE>

PART C.  OTHER INFORMATION

Colonial Growth & Income Fund, Variable Series (CG&IF, VS)
Stein Roe Global Utilities Fund, Variable Series (SRGUF, VS)
Colonial Small Cap Value Fund, Variable Series (CSCVF, VS)
Colonial U.S. Growth & Income Fund, Variable Series (CUSG&IF, VS)
Colonial Strategic Income Fund, Variable Series (CSIF, VS)
Colonial High Yield Securities Fund, Variable Series (CHYSF, VS)
Liberty All-Star Equity Fund, Variable Series (LASEF, VS)
Colonial International Fund for Growth, Variable Series (CIFfG, VS)
Newport Tiger Fund, Variable Series (NTF, VS)
Colonial International Horizons Fund, Variable Series (CIHF, VS)
Colonial Global Equity Fund, Variable Series (CGEF, VS)
Crabbe Huson Real Estate Investment Fund, Variable Series (CHREIF, VS)

<TABLE>
<CAPTION>
Item 23.                   Exhibits:
<S>                        <C>
      (a)(1)               Agreement and Declaration of Trust(3)

      (a)(2)               Amended and Restated Establishment and Designation

      (b)                  Amended and Restated By-Laws(3)

      (c)                  Not Applicable

      (d)(1)(i)            Form of Management Agreement between Liberty Variable
                           Investment Trust ("Trust"), with respect to CG&IF,
                           VS, SRGUF, VS and Liberty Advisory Services Corp.
                           ("LASC")(3)

      (d)(1)(ii)           Amendment No. 1 to Management Agreements between the
                           Trust, with respect to CG&IF, VS, SRGUF, VS, CIFfG,
                           VS, CUSG&IF, VS, CSIF, VS and LASC(3)

      (d)(1)(iii)          Form of Sub-Advisory Agreement between the Trust, on
                           behalf of CG&IF, VS, LASC and Colonial Management
                           Associates, Inc. ("Colonial")(6)

      (d)(1)(iv)           Form of Sub-Advisory Agreement between the Trust, on
                           behalf of SRGUF, VS, LASC and Stein Roe & Farnham
                           Incorporated ("Stein Roe")(6)

      (d)(2)(i)            Form of Management Agreement between the Trust, with
                           respect to CSCVF, VS, CHYSF, VS and LASC(3)

      (d)(2)(ii)           Form of Sub-Advisory Agreement between the Trust, on
                           behalf of CSCVF, VS, LASC and Colonial(3)

      (d)(2)(iii)          Form of Sub-Advisory Agreement between the Trust, on
                           behalf of CHYSF, VS, LASC and Colonial(3)

      (d)(3)(i)            Form of Management Agreement between the Trust, with
                           respect to CIFfG, VS, CUSG&IF, VS, CSIF, VS and
                           LASC(3)

      (d)(3)(ii)           Form of Sub-Advisory Agreement between the Trust, on
                           behalf of CIFfG, VS, LASC and Colonial

      (d)(3)(iii)          Form of Sub-Advisory Agreement between the Trust, on
                           behalf of CUSG&IF, VS, LASC and Colonial
</TABLE>
<PAGE>
<TABLE>
<S>                        <C>
      (d)(3)(iv)           Form of Sub-Advisory Agreement between the Trust, on
                           behalf of CSIF, VS, LASC and Colonial(4)

      (d)(4)(i)            Form of Management and Sub-Advisory Agreement between
                           the Trust, with respect to LASEF, VS, LASC and
                           Liberty Asset Management Company ("LAMCO")(3)

      (d)(4)(ii)           Form of Portfolio Management Agreement between the
                           Trust, LAMCO and Boston Partners Asset Management,
                           L.P., with respect to LASEF, VS

      (d)(4)(iii)          Form of Portfolio Management Agreement between the
                           Trust, LAMCO and J.P. Morgan Investment Management,
                           Inc., with respect to LASEF, VS

      (d)(4)(iv)           Form of Portfolio Management Agreement between the
                           Trust, LAMCO and Oppenheimer Capital, with respect to
                           LASEF, VS

      (d)(4)(v)            Form of Portfolio Management Agreement between the
                           Trust, LAMCO and Westwood Management Corp., with
                           respect to LASEF, VS

      (d)(4)(vi)           Form of Portfolio Management Agreement between the
                           Trust, LAMCO and TCW Investment Management Company,
                           with respect to LASEF, VS

      (d)(5)(i)            Form of Management Agreement between the Trust, with
                           respect to NTF, VS and LASC(3)

      (d)(5)(ii)           Form of Sub-Advisory Agreement between the Trust, on
                           behalf of NTF, VS, LASC and Newport Fund Management,
                           Inc.(3)

      (d)(6)(i)            Form of Management Agreement between the Trust, with
                           respect to CIHF, VS, CGEF, VS, CHREIF, VS and LASC

      (d)(6)(ii)           Form of Sub-Advisory Agreement between the Trust, on
                           behalf of CIHF, VS, LASC and Colonial

      (d)(7)               Form of Sub-Advisory Agreement between the Trust, on
                           behalf of CGEF, VS, LASC and Colonial

      (d)(8)               Form of Sub-Advisory Agreement between the Trust, on
                           behalf of CHREIF, VS, LASC and Crabbe Huson Group,
                           Inc.

      (e)(1)(i)            Underwriting Agreement between the Registrant and
                           Keyport Financial Services Corp. ("KFSC")

      (e)(1)(ii)           Amendment No. 1 to KFSC Underwriting Agreement

      (e)(2)               Underwriting Agreement between the Registrant and
                           Liberty Funds Distributor, Inc. (LFDI)(3)

      (e)(3)               12b-1 Plan Implementing Agreement between the
                           Registrant and KFSC(4)

      (e)(4)               12b-1 Plan Implementing Agreement between the
                           Registrant and LFDI(4)

      (f)                  Not applicable
</TABLE>
<PAGE>
<TABLE>
<S>                        <C>
      (g)(1)(i)            Global Custody Agreement with The Chase Manhattan
                           Bank - filed as Exhibit 8. in Part C, Item 24(b) of
                           Post-Effective Amendment No 13 to the Registration
                           Statement on Form N-1A of Colonial Trust VI (File
                           Nos. 33-45117 and 811-6529) and is hereby
                           incorporated by reference and made a part of this
                           Registration Statement

      (g)(1)(ii)           Amendment No. 11 to Appendix A of Custody Agreement
                           with the Chase Manhattan Bank - filed as Exhibit
                           (g)(2) to Part C, Item 23 of Post-Effective Amendment
                           No. 60 to the Registration Statement on Form N-1A of
                           Liberty Funds Trust I (File Nos. 2-41251 and
                           811-2214), filed with the Commission on or about
                           March 1, 2000, and is hereby incorporated by
                           reference and made a part of this Registration
                           Statement

      (h)(1)(i)            Pricing and Bookkeeping Agreement between the Trust
                           and Colonial(3)

      (h)(1)(ii)           Amendment No. 3 to Pricing and Bookkeeping Agreement
                           (3)

      (h)(2)(i)            Transfer Agency Agreement between the Trust and
                           Liberty Investment Services, Inc.(3)

      (h)(2)(ii)           Amendment No. 1 to Transfer Agency Agreement(3)

      (h)(2)(iii)          Joinder and Release Agreement with respect to
                           Transfer Agency Agreement dated as of January 3, 1995
                           among the Trust, Liberty Investment Services, Inc.
                           and Liberty Funds Services, Inc. ("LFSI")(including
                           form of Transfer Agency Agreement and Amendment No. 1
                           thereto)(3)

      (h)(2)(iv)           Amendment No. 2 to Transfer Agency Agreement(3)

      (h)(2)(v)            Amendment No. 3 to Transfer Agency Agreement(3)

      (i)                  Opinion and consent of counsel

      (j)                  Independent Accountants Consent

      (k)                  Not applicable

      (l)                  Not applicable

      (m)                  Rule 12b-1 Distribution Plan(4)

      (n)                  Not applicable

      (o)                  Not Applicable

      (p)(1)               Code of Ethics of LASC(5)

      (p)(2)               Code of Ethics of LAMCO(6)

      (p)(3)               Code of Ethics of Funds, LFDI and Colonial(5)

      (p)(4)               Code of Ethics of Newport(5)
</TABLE>
<PAGE>
<TABLE>
<S>                        <C>
      (p)(5)               Code of Ethics of Stein Roe(6)

      (p)(6)               Code of Ethics of Crabbe Huson
</TABLE>

Power of Attorney for: Tom Bleasdale, John V. Carberry, Lora S. Collins, James
E. Grinnell, Richard W. Lowry, Salvatore Macera, William E. Mayer, James L.
Moody, Jr., John J. Neuhauser, Thomas E. Stitzel, Robert L. Sullivan and
Anne-Lee Verville - filed as Exhibit 15(a) in Part C, Item 24(b) of
Post-Effective Amendment No. 14 to the Registration Statement on Form N-1A of
Liberty Variable Investment Trust (File Nos. 33-59216 and 811-7556) and is
hereby incorporated by reference and made a part of this Registration Statement

      (1)      To be filed by amendment.

      (2)      Incorporated by reference to Post-Effective Amendment No. 9 to
               the Registration Statement filed with the Commission via EDGAR on
               or about August 29, 1997.

      (3)      Incorporated by reference to Post-Effective Amendment No. 17 to
               the Registration Statement filed with the Commission via EDGAR on
               or about April 16, 1999.

      (4)      Incorporated by reference to Post-Effective Amendment No. 18 to
               the Registration Statement filed with the Commission via EDGAR on
               or about June 1, 1999.

      (5)      Incorporated by reference to Post-Effective Amendment No. 19 to
               the Registration Statement filed with the Commission via EDGAR on
               or about March 16, 2000.

      (6)      Incorporated by reference to Post-Effective Amendment No. 20 to
               the Registration Statement filed with the Commission via EDGAR on
               or about March 31, 2000.

Item 24.          Persons Controlled by or under Common Control with
                  Registrant

                  Shares of the Trust registered pursuant to this Registration
                  Statement will be offered and sold to Keyport Life Insurance
                  Company ("Keyport"), a stock life insurance company organized
                  under the laws of Rhode Island, and to certain of its separate
                  investment accounts and certain of the respective separate
                  investment accounts of Liberty Life Assurance Company of
                  Boston ("Liberty Life"), a stock life insurance company
                  organized as a Massachusetts corporation, and Independence
                  Life & Annuity Company, a stock life insurance company
                  organized under the laws of Rhode Island (formerly known as
                  "Crown America Life Insurance Company" and thereafter formerly
                  known as "Keyport America Life Insurance Company")
                  ("Independence"). Shares of the Registrant may also be sold to
                  other separate accounts of Keyport, Liberty Life, Independence
                  or other life insurance companies as the funding medium for
                  other insurance contracts and policies in addition to the
                  currently offered contracts and policies. The purchasers of
                  insurance contracts and policies issued in connection with
                  such accounts will have the right to instruct Keyport, Liberty
                  Life and Independence with respect to the voting of the
                  Registrant's shares held by their respective separate
                  accounts. Subject to such voting instruction rights, Keyport,
                  Liberty Life, Independence and their respective separate
                  accounts directly control the Registrant.

                  LFDI, the Trust's principal underwriter, LASC, the Trust's
                  investment manager, Colonial, LASC's sub-adviser with respect
<PAGE>
                  to G&IF, IFFG, USG&IF, SCVF, HYSF, IHF, GEF, SIF, Stein Roe,
                  LASC's sub-adviser with respect to GUF, Newport, LASC's
                  sub-adviser with respect to NTF, LAMCO, LASC's sub-adviser
                  with respect to All-Star, Crabbe Huson, LASC's sub-adviser
                  with respect to REIF, are subsidiaries of Liberty Financial
                  Companies, Inc. ("Liberty Financial"), Boston, Massachusetts.
                  Liberty Mutual Insurance Company ("Liberty Mutual"), Boston,
                  Massachusetts, as of December 31, 1999 owned, indirectly,
                  approximately 71% of the combined voting power of the
                  outstanding voting stock of Liberty Financial (with the
                  balance being publicly-held). Liberty Life is a 90%-owned
                  subsidiary of Liberty Mutual.

Item 25.          Indemnification

                  Article Tenth of the Agreement and Declaration of Trust of
                  Registrant (Exhibit 1), which Article is incorporated herein
                  by reference, provides that Registrant shall provide
                  indemnification of its trustees and officers (including each
                  person who serves or has served at Registration's request as a
                  director, officer, or trustee of another organization in which
                  Registrant has any interest as a shareholder, creditor or
                  otherwise) ("Covered Persons") under specified circumstances.

                  Section 17(h) of the 1940 Act provides that neither the
                  Agreement and Declaration of Trust nor the By-Laws of
                  Registrant, nor any other instrument pursuant to which
                  Registrant is organized or administered, shall contain any
                  provision which protects or purports to protect any trustee or
                  officer of Registrant against any liability to Registrant or
                  its shareholders to which he would otherwise be subject by
                  reason of willful misfeasance, bad faith, gross negligence or
                  reckless disregard of the duties involved in the conduct of
                  his office. In accordance with Section 17(h) of the 1940 Act,
                  Article Tenth shall not protect any person against any
                  liability to Registrant or its shareholders to which he would
                  otherwise be subject by reason of willful misfeasance, bad
                  faith, gross negligence, or reckless disregard of the duties
                  involved in the conduct of his office.

                  To the extent required under the 1940 Act:

                  (i)      Article Tenth does not protect any person against any
                           liability to Registrant or to its shareholders to
                           which he would otherwise be subject by reason of
                           willful misfeasance, bad faith, gross negligence, or
                           reckless disregard of the duties involved in the
                           conduct of his office;
<PAGE>
                  (ii)     in the absence of a final decision on the merits by a
                           court or other body before whom a proceeding was
                           brought that a Covered Person was not liable by
                           reason of willful misfeasance, bad faith, gross
                           negligence, or reckless disregard of the duties
                           involved in the conduct of his office, no
                           indemnification is permitted under Article Tenth
                           unless a determination that such person was not so
                           liable is made on behalf of Registrant by (a) the
                           vote of a majority of the trustees who are neither
                           "interested persons" of Registrant, as defined in
                           Section 2(a)(19) of the 1940 Act, nor parties to the
                           proceeding ("disinterested, non-party trustees"), or
                           (b) an independent legal counsel as expressed in a
                           written opinion; and

                  (iii)    Registrant will not advance attorney's fees or other
                           expenses incurred by a Covered Person in connection
                           with a civil or criminal action, suit or proceeding
                           unless Registrant receives an undertaking by or on
                           behalf of the Covered Person to repay the advance
                           (unless it is ultimately determined that he is
                           entitled to indemnification) and (a) the Covered
                           Person provides security for his undertaking, or (b)
                           Registrant is insured against losses arising by
                           reason of any lawful advances, or (c) a majority of
                           the disinterested, non-party trustees of Registrant
                           or an independent legal counsel as expressed in a
                           written opinion, determine, based on a review of
                           readily-available facts (as opposed to a full
                           trial-type inquiry), that there is reason to believe
                           that the Covered Person ultimately will be found
                           entitled to indemnification.

                  Any approval of indemnification pursuant to Article Tenth does
                  not prevent the recovery from any Covered Person of any amount
                  paid to such Covered Person in accordance with Article Tenth
                  as indemnification if such Covered Person is subsequently
                  adjudicated by a court of competent jurisdiction not to have
                  acted in good faith in the reasonable belief that such Covered
                  Person's action was in, or not opposed to, the best interests
                  of Registrant or to have been liable to Registrant or its
                  shareholders by reason of willful misfeasance, bad faith,
                  gross negligence, or reckless disregard of the duties involved
                  in the conduct of such Covered Person's office.

                  Article Tenth also provides that its indemnification
                  provisions are not exclusive.

                  Insofar as indemnification for liabilities arising under the
                  1933 Act may be permitted to trustees, officers, and
                  controlling persons of the Registrant pursuant to the
                  foregoing provisions, or otherwise, Registrant has been
                  advised that in the opinion of the Securities and Exchange
                  Commission such indemnification is against public policy as
                  expressed in the 1933 Act and is, therefore, unenforceable.
<PAGE>
                  In the event that a claim for indemnification against such
                  liabilities (other than the payment by Registrant or expenses
                  incurred or paid by a trustee, officer, or controlling person
                  of Registrant in the successful defense of any action, suit or
                  proceeding) is asserted by such trustee, officer, or
                  controlling person in connection with the securities being
                  registered, Registrant will, unless in the opinion of its
                  counsel the matter has been settled by controlling precedent,
                  submit to a court of appropriate jurisdiction the question of
                  whether such indemnification by it is against public policy as
                  expressed in the 1933 Act and will be governed by the final
                  adjudication of such issue.

                  Registrant, its trustees and officers, its investment manager,
                  and person affiliated with them are insured against certain
                  expenses in connection with the defense of actions, suits, or
                  proceedings, and certain liabilities that might be imposed as
                  a result of such actions, suits, or proceedings. Registrant
                  will not pay any portion of the premiums for coverage under
                  such insurance that would (1) protect any trustee or officer
                  against any liability to Registrant or its shareholders to
                  which he would otherwise be subject by reason of willful
                  misfeasance, bad faith, gross negligence, or reckless
                  disregard of the duties involved in the conduct of his office
                  or (2) protect its investment manager or principal
                  underwriter, if any, against any liability to Registrant or
                  its shareholders to which such person would otherwise be
                  subject by reason of willful misfeasance, bad faith, or gross
                  negligence, in the performance of its duties, or by reason of
                  its reckless disregard of its duties and obligations under its
                  contract or agreement with the Registrant; for this purpose
                  the Registrant will rely on an allocation of premiums
                  determined by the insurance company.

                  In addition, LASC, Registrant's investment manager, maintains
                  investment advisory professional liability insurance to insure
                  it, for the benefit of the Trust and its non-interested
                  trustees, against loss arising out of any effort, omission, or
                  breach of any duty owed to the Trust or any Fund by the
                  investment manager.

Item 26.          Business and Other Connections of Investment Adviser

                  Certain information pertaining to business and other
                  connections of the Registrant's investment manager, LASC,
                  Colonial, the sub-adviser to each of G&IF, IFFG, USG&IF, IHF,
                  GEF, SCVF, HYSF, SIF, Stein Roe, the sub-adviser to GUF,
                  Newport, the sub-adviser to NTF, Crabbe Huson, the sub-adviser
                  to REIF and LAMCO, the sub-adviser to All-Star Fund, and each
                  of J.P. Morgan Investment Management, Inc., Oppenheimer
                  Capital, Westwood Management Corp., TCW Investment Management
                  Company and Boston Partners Asset Management, L.P., each of
                  which firms serves as a Portfolio Manager to LAMCO, is
                  incorporated herein by reference to the section of the
                  Prospectus relating to G&IF, IFFG, USG&IF, SCVF, HYSF, IHF,
                  GEF, SIF, GUF, NTF, REIF, and All-Star Fund captioned "TRUST
                  MANAGEMENT ORGANIZATIONS" and to the section
<PAGE>
                  of the Statement of Additional Information relating to those
                  Funds captioned "INVESTMENT MANAGEMENT AND OTHER SERVICES."

                  Set forth below is a list of each director and officer of
                  LASC, and each director and certain officers of Colonial,
                  Newport, Stein Roe, Crabbe Huson, LAMCO, and each of LAMCO's
                  Portfolio Managers indicating each business, profession,
                  vocation, or employment of a substantial nature in which each
                  such person has been, at any time during the past two fiscal
                  years, engaged for his or her own account or in the capacity
                  of director, officer, partner, or trustee.

                  Liberty Advisory Services, Inc.

                  Liberty Advisory Services, Inc. is a direct wholly owned
                  subsidiary of Keyport. Keyport is a direct wholly owned
                  subsidiary of SteinRoe Services, Inc. ("SSI"). SSI is a direct
                  wholly owned subsidiary of Liberty Financial. As stated above,
                  Liberty Financial is an indirect majority owned subsidiary of
                  Liberty Mutual.

<TABLE>
<CAPTION>
Name and Current Position with Adviser                                  Other Positions During
                                                                        Past Two Fiscal Years
<S>                                 <C>                                 <C>
Philip K. Polkinghorn               President, Director
Stewart R. Morrison                 Director, Senior Vice President     Senior Vice President and Chief
                                    and Chief Investment Officer        Investment Officer of Keyport

James J. Klopper                    Vice President and Clerk            Vice President, Counsel and
                                                                        Secretary of Keyport; Clerk of KFSC

Daniel C. Bryant                    Vice President                      Vice President and Assistant
                                                                        Secretary of Keyport (since
                                                                        December, 1997): Chief Legal
                                                                        Counsel, Department of Business
                                                                        Regulation, State of Rhode Island
                                                                        (March, 1995 to November, 1997)

Jeffrey J. Whitehead                Vice President and Treasurer        Vice President and Treasurer of
                                                                        Keyport

Jacob M. Herschler                  Vice President                      Vice President of Keyport
</TABLE>

                                    The business address of LASC and each
                                    individual listed in the foregoing table is
                                    c/o Keyport Life Insurance Company, 125 High
                                    Street, Boston, Massachusetts 02110.

                                    Colonial Management Associates, Inc.
                                    (Colonial)

                                    Colonial is a direct wholly owned subsidiary
                                    of Liberty Funds Group LLC ("LFG"). LFG is a
                                    indirect owned subsidiary of Liberty
                                    Financial.
<PAGE>
                                    Newport

                                    The business and other connections of the
                                    officers, directors of Newport are listed on
                                    the Form ADV of Newport Fund Management,
                                    Inc. as currently on file with the
                                    Commission, the text of which is
                                    incorporated herein by reference: (a) Items
                                    1 and 2 of Part 2, and (b) Section 6,
                                    Business Background of each Schedule D.

                                    Stein Roe

                                    The business and other connections of the
                                    officers, directors of Stein Roe are listed
                                    on the Form ADV of Stein Roe & Farnham
                                    Incorporated as currently on file with the
                                    Commission (File No. 801-27653), the text of
                                    which is incorporated herein by reference:
                                    (a) Items 1 and 2 of Part 2, and (b) Section
                                    6, Business Background of each Schedule D.

                                    Crabbe Huson Group, Inc.

                                    The business and other connections of the
                                    officers, directors of Crabbe Huson are
                                    listed on the Form ADV of Crabbe Huson
                                    Group, Inc. as currently on file with the
                                    Commission (File No. 801-15154), the text of
                                    which is incorporated herein by reference:
                                    (a) Items 1 and 2 of Part 2, and (b) Section
                                    6, Business Background of each Schedule D.

                                    LAMCO

                                    The business and other connections of the
                                    officers, directors of LAMCO are listed on
                                    the Form ADV of Liberty Asset Management
                                    Company as currently on file with the
                                    Commission (File No. 801-26296), the text of
                                    which is incorporated herein by reference:
                                    (a) Items 1 and 2 of Part 2, and (b) Section
                                    6, Business Background of each Schedule D.

The business and other connections of the officers, directors or partners of the
Portfolio Managers of LASEF,VS is incorporated by reference from the respective
Portfolio Manager's Form ADV, as most recently filed with the Securities and
Exchange Commission. The file numbers of such ADV Forms are as follows:

<TABLE>
<S>                                                                   <C>
                           Oppenheimer Capital                        801-27180

                           J.P. Morgan Investment Management Inc.     801-9755

                           Westwood Management Corporation            801-18727

                           Boston Partners Asset Management, L.P.     801-49059

                           TCW Investment Management Company          801-29075
</TABLE>


Item 27.                   Principal Underwriter



(a)   Liberty Funds Distributor, Inc. (LFDI), a subsidiary of Colonial
      Management Associates, Inc., is the Registrant's principal
      underwriter. LFDI acts in such capacity for each series of 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 IX, Liberty Variable Investment Trust,
      Liberty-Stein Roe Advisor Trust, Stein Roe Income Trust, Stein Roe
      Municipal Trust, Stein Roe Investment Trust, Stein Roe Floating Rate
      Income Fund, Stein Roe Institutional Floating Rate Income Fund,
      SteinRoe Variable Investment Trust and Stein Roe Trust.

(b)   The  table  below  lists  each   director  or  officer  of  the  principal
      underwriter named in the answer to Item 21.

(1)                 (2)                   (3)

                       Position and Offices Positions and
Name and Principal  with Principal        Offices with
Business Address*   Underwriter           Registrant
- ------------------  -------------------   --------------

Anderson, Judith       V.P.                  None


Babbitt, Debra         V.P. and              None
                       Comp. Officer

Bartlett, John         Managing Director     None

Blakeslee, James       Sr. V.P.              None

Blumenfeld, Alex       V.P.                  None

Bozek, James           Sr. V.P.              None

Brown, Beth            V.P.                  None

Burtman, Tracy         V.P.                  None

Carroll, Sean          V.P.                  None

Campbell, Patrick      V.P.                  None

Chrzanowski,           V.P.                  None
 Daniel

Clapp, Elizabeth A.    Managing Director     None

Claiborne, Doug        V.P.                  None

Conlin, Nancy L.       Dir; Clerk            Secretary

Davey, Cynthia         Sr. V.P.              None

Desilets, Marian       V.P.                  Asst. Sec

Devaney, James         Sr. V.P.              None

Downey, Christopher    V.P.                  None

Dupree, Robert         V.P.                  None

Emerson, Kim P.        Sr. V.P.              None

Erickson, Cynthia G.   Sr. V.P.              None

Evans, C. Frazier      Managing Director     None

Evitts, Stephen        V.P.                  None

Feldman, David         Managing Director     None

Fifield, Robert        V.P.                  None

Fragasso, Philip       Managing Director     None

Gerokoulis,            Sr. V.P.              None
 Stephen A.

Gibson, Stephen E.     Director; Chairman    President
                        of the Board

Goldberg, Matthew      Sr. V.P.              None

Grace, Anthony         V.P.                  None

Guenard, Brian         V.P.                  None

Harrington, Tom        Sr. V.P.              None

Hodgkins, Joseph       Sr. V.P.              None

Huennekens, James      V.P.                  None

Hussey, Robert         Sr. V.P.              None

Iudice, Jr., Philip    Treasurer and CFO     None

Jones, Cynthia         V.P.                  None

Jones, Jonathan        V.P.                  None

Kelley, Terry M.       V.P.                  None

Kelson, David W.       Sr. V.P.              None

Lichtenberg, Susyn     V.P.                  None

Lynn, Jerry            V.P.                  None

Marsh, Curtis          Sr. V.P.              None

Martin, John           Sr. V.P.              None

Martin, Peter          V.P.                  None

McCombs, Gregory       Sr. V.P.              None

McKenzie, Mary         V.P.                  None

Menchin, Catherine     Sr. V.P.              None

Miller, Anthony        V.P.                  None

Moberly, Ann R.        Sr. V.P.              None

Morse, Jonathan        V.P.                  None

Nickodemus, Paul       V.P.                  None

O'Shea, Kevin          Managing Director     None

Palombo, Joseph R.     Director              Vice President

Piken, Keith           V.P.                  None

Place, Jeffrey         Managing Director     None

Powell, Douglas        V.P.                  None

Raftery-Arpino, Linda  Sr. V.P.              None

Ratto, Gregory         V.P.                  None

Reed, Christopher B.   Sr. V.P.              None

Riegel, Joyce          V.P.                  None

Robb, Douglas          V.P.                  None

Santosuosso, Louise    Sr. V.P.              None

Schulman, David        Sr. V.P.              None

Scully-Power, Adam     V.P.                  None

Shea, Terence          V.P.                  None

Sideropoulos, Lou      V.P.                  None

Sinatra, Peter         V.P.                  None

Smith, Darren          V.P.                  None

Soester, Trisha        V.P.                  None

Studer, Eric           V.P.                  None

Sweeney, Maureen       V.P.                  None

Tambone, James         CEO; Co-President     None

Tasiopoulos, Lou       Co-President          None

Torrisi, Susan         V.P.                  None

VanEtten, Keith H.     Sr. V.P.              None

Warfield, James        V.P.                  None

Wess, Valerie          Sr. V.P.              None

Young, Deborah         V.P.                  None

- --------------------------
* The address for each individual is One Financial Center, Boston, MA 02111.


<PAGE>
Item 28.                   Location of Accounts and Records

                           The following entities prepare, maintain, and
                           preserve the records required by Section 31(a) of the
                           Investment Company Act of 1940 (the "1940 Act") for
                           the Registrant. These services are provided to the
                           Registrant through written agreements between the
                           parties to the effect that such services will be
                           provided to the Registrant for such periods
                           prescribed by the rules and regulations of the
                           Securities and Exchange Commission under the 1940 Act
                           and such records are the property of the entity
                           required to maintain and preserve such records and
                           will be surrendered promptly on request.

                           The Chase Manhattan Bank, 3 Chase Metro Tech Center,
                           8th Floor, Brooklyn, New York 11745, serves as
                           custodian for all series of the Trust. In such
                           capacity, the custodian bank keeps records regarding
                           securities and other assets in custody and in
                           transfer, bank statements, canceled checks, financial
                           books and records, and other records relating to its
                           duties as custodian. Liberty Funds Services, Inc.,
                           One Financial Center, Boston, MA 02111, serves as the
                           transfer agent and dividend disbursing agent for the
                           Registrant, and in such capacities is responsible for
                           records regarding each shareholder's account and all
                           disbursements made to shareholders. In addition,
                           LASC, pursuant to its Fund Management Agreements with
                           the Registrant with respect to the Trust, has
                           delegated to (i) Colonial, One Financial Center,
                           Boston, Massachusetts 02111, and (ii) Liberty
                           Financial Companies, Inc., 600 Atlantic Avenue,
                           Boston, Massachusetts 02210, the obligation to
                           maintain the records required pursuant to such
                           agreements. Colonial also maintains all records
                           pursuant to its Pricing and Bookkeeping Agreement
                           with the Trust. LFDI, One Financial Center, Boston,
                           MA 02111, serves as principal underwriter for the
                           Trust, and in such capacity maintains all records
                           required pursuant to its underwriting Agreement with
                           the Registrant.

Item 29.                   Management Services

                           LASC, pursuant to its Fund Managed Agreements with
                           the Trust, has delegated its duties thereunder to
                           provide certain administrative services to the Trust
                           to Colonial and Liberty Financial.

Item 30.                   Undertakings

                           Not Applicable
<PAGE>
                               ******************

                                     NOTICE

A copy of the Agreement and Declaration of Trust, as amended, of Liberty
Variable Investment Trust is on file with the Secretary of State of the
Commonwealth of Massachusetts and notice is hereby given that the instrument has
been executed on behalf of the Trust by an officer of the Trust as an officer
and by its Trustees as trustees and not individually and the obligations of or
arising out of this instrument are not binding upon any of the Trustees,
officers or shareholders individually but are binding only upon the assets and
property of the Trust.
<PAGE>
                                   SIGNATURES


Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant, Liberty Variable Investment Trust,
certifies that it meets all of the requirements for effectiveness of the
Registration Statement pursuant to Rule 485(b) and has duly caused this
Post-Effective Amendment No. 21 to its Registration Statement under the
Securities Act of 1933 and Amendment No. 22 under the Investment Company Act of
1940, to be signed on its behalf by the undersigned, duly authorized, in the
City of Boston, and The Commonwealth of Massachusetts on this 25th day of April,
2000.

                                      LIBERTY VARIABLE INVESTMENT TRUST



                                      By:    STEPHEN E. GIBSON
                                             ----------------------------
                                             Stephen E. Gibson, President

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment has been signed below by the following persons in their capacities and
on the date indicated.

<TABLE>
<CAPTION>
SIGNATURES                            TITLE                                             DATE
<S>                                   <C>                                           <C>






STEPHEN E. GIBSON                     President (chief                              April 25, 2000
- -----------------
Stephen E. Gibson                     Executive officer)







TIMOTHY J. JACOBY                     Treasurer and Chief Financial Officer         April 25, 2000
- -----------------
Timothy J. Jacoby                     (principal financial officer)







J. KEVIN CONNAUGHTON                  Controller and Chief Accounting               April 25, 2000
- --------------------
J. Kevin Connaughton                  Officer (principal accounting officer)
</TABLE>
<PAGE>
<TABLE>
<S>                                   <C>                                           <C>
TOM BLEASDALE*                                  Trustee
- --------------------
Tom Bleasdale


JOHN V. CARBERRY*                               Trustee
- --------------------
John V. Carberry


LORA S. COLLINS*                                Trustee
- --------------------
Lora S. Collins


JAMES E. GRINNELL*                              Trustee
- --------------------
James E. Grinnell


RICHARD W. LOWRY*                               Trustee                             */s/ SUZAN M. BARRON
- --------------------                                                                     ----------------
Richard W. Lowry                                                                         Suzan M. Barron
                                                                                         Attorney-in-fact
                                                                                         For each Trustee
SALVATORE MACERA*                               Trustee                                  April 25, 2000
- --------------------
Salvatore Macera


WILLIAM E. MAYER*                               Trustee
- --------------------
William E. Mayer


JAMES L. MOODY, JR. *                           Trustee
- --------------------
James L. Moody, Jr.


JOHN J. NEUHAUSER*                              Trustee
- --------------------
John J. Neuhauser


THOMAS E. STITZEL*                              Trustee
- --------------------
Thomas E. Stitzel


ROBERT L. SULLIVAN*                             Trustee
- --------------------
Robert L. Sullivan


ANNE-LEE VERVILLE*                              Trustee
- --------------------
Anne-Lee Verville
</TABLE>
<PAGE>
                                    EXHIBITS

      (a)(2)               Amended and Restated Establishment and Designation

      (d)(3)(ii)           Form of Sub-Advisory Agreement between the Trust, on
                           behalf of CIFfG, VS, LASC and Colonial

      (d)(3)(iii)          Form of Sub-Advisory Agreement between the Trust, on
                           behalf of CUSG&IF, VS, LASC and Colonial

      (d)(4)(ii)           Form of Portfolio Management Agreement between
                           the Trust, LAMCO and Boston Partners Asset
                           Management, L.P., with respect to LASEF, VS

      (d)(4)(iii)          Form of Portfolio Management Agreement between the
                           Trust, LAMCO and J.P. Morgan Investment Management,
                           Inc., with respect to LASEF, VS

      (d)(4)(iv)           Form of Portfolio Management Agreement between the
                           Trust, LAMCO and Oppenheimer Capital, with respect to
                           LASEF, VS

      (d)(4)(v)            Form of Portfolio Management Agreement between the
                           Trust, LAMCO and Westwood Management Corp., with
                           respect to LASEF, VS

      (d)(4)(vi)           Form of Portfolio Management Agreement between the
                           Trust, LAMCO and TCW Investment Management Company,
                           Inc., with respect to LASEF, VS

      (d)(6)(i)            Form of Management Agreement between the Trust, with
                           respect to CIHF, VS, CGEF, VS, CHREIF, VS and LASC

      (d)(6)(ii)           Form of Sub-Advisory Agreement between the Trust, on
                           behalf of CIHF, VS, LASC and Colonial

      (d)(7)               Form of Sub-Advisory Agreement between the Trust, on
                           behalf of CGEF, VS, LASC and Colonial

      (d)(8)               Form of Sub-Advisory Agreement between the Trust, on
                           behalf of CHREIF, VS, LASC and Crabbe Huson Group,
                           Inc.

      (e)(1)(i)            Underwriting Agreement between the Registrant and
                           Keyport Financial Services Corp. ("KFSC")

      (e)(1)(ii)           Amendment No. 1 to KFSC Underwriting Agreement

      (i)                  Opinion and consent of counsel

      (j)                  Independent Accountants Consent

      (p)(6)               Code of Ethics of Crabbe Huson

                          LIBERTY VARIABLE INVESTMENT TRUST

             Amended and Restated Establishment and Designation


         The  undersigned,  being  all  of  the  Trustees  of  Liberty  Variable
Investment Trust, a Massachusetts business trust (the "Trust"),  acting pursuant
to Article  FOURTH,  Paragraph B of the Agreement and  Declaration of Trust,  as
amended,  dated March 4, 1993 (the "Declaration") of the Trust, do hereby divide
the shares of beneficial  interest of the Trust,  without par value  ("Shares"),
into twelve separate Series, or Funds, of the Trust,  within the meaning of said
Article FOURTH, Paragraph B, as follows:

1.       The names of the Funds shall be as follows:

                  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

         2. Each Fund shall be separate from the other Funds.

         3.  Shares of each Fund  shall be  entitled  to all of the  rights  and
preferences accorded to Shares under the Declaration.

         4.       The  purchase  price of Shares  of each  Fund,  the  method of
                  determination  of the net asset value of each Fund, the price,
                  terms and manner of redemption of Shares of each Fund, and the
                  relative  dividend  rights of  holders  of Shares of each Fund
                  shall  be   established  by  the  Trustees  of  the  Trust  in
                  accordance with the provisions of the Declaration and shall be
                  set forth in the currently effective  Prospectus and Statement
                  of Additional  Information  of the Trust relating to Shares of
                  each Fund, as amended from time to time,  under the Securities
                  Act of 1933, as amended.


<PAGE>


         IN WITNESS  WHEREOF,  the  undersigned  have signed this instrument and
have  caused it to be lodged  among the  records  of the Trust this day of June,
1999.

/s/RobertJ. Birnbaum                            /s/Tom Bleasdale
Robert J. Birnbaum                              Tom Bleasdale

/s/John V. Carberry                             /s/Lora S. Collins
John V. Carberry                                Lora S. Collins

/s/James E. Grinnell                            /s/Richard W. Lowry
James E. Grinnell                               Richard W. Lowry

/s/Salvatore Macera                             /s/William E. Mayer
Salvatore Macera                                William E. Mayer

/s/James L. Moody, Jr.                          /s/John J. Neuhauser
James L. Moody, Jr.                             John J. Neuhauser

/s/Thomas E. Stitzel                            /s/Robert L. Sullivan
Thomas E. Stitzel                               Robert L. Sullivan

/s/Anne-Lee Verville
Anne-Lee Verville

         The  Declaration  of Trust  establishing  Liberty  Variable  Investment
Trust,  dated  March 4, 1993,  a copy of which is on file with the office of the
Secretary  of The  Commonwealth  of  Massachusetts,  provides  that  the name of
"Liberty Variable Investment Trust" refers to the Trustees under the Declaration
collectively as Trustees, but not as individuals or personally;  and no Trustee,
shareholder,  officer,  employee or agent of Liberty  Variable  Investment Trust
shall  be held to any  personal  liability,  nor  shall  resort  be had to their
private property for the satisfaction of any obligation or claim or otherwise in
connection with the affairs of said Trust,  but the trust property only shall be
liable.

         Then  personally  appeared  the  above-named  Trustees and executed the
Amended  and  Restated  Establishment  and  Designation  to  the  Agreement  and
Declaration of Trust of Liberty Variable  Investment Trust as their free act and
deed, before me, this June , 1999.

                                                         /s/Mary P. Mahoney
                                                         Mary P. Mahoney
                                                         Notary Public

                                               My Commission Expires: 2/22/2002



<PAGE>


                        LIBERTY VARIABLE INVESTMENT TRUST

         The  undersigned,  Secretary of Liberty  Variable  Investment  Trust, a
Massachusetts  business  trust (the  "Trust"),  DO HEREBY  CERTIFY that attached
hereto is a true and  correct  copy of an  instrument  of Amended  and  Restated
Establishment and Designation of the Trust, duly executed by all of the Trustees
of the Trust in accordance  with  provisions of the  Declaration of Trust of the
Trust.

         IN WITNESS  WHEREOF,  I have  hereunto set my hand and seal this 18th
day of June, 1999.

                                 /s/Nancy L. Conlin
                                 Nancy L. Conlin
                                 Secretary

               THE COMMONWEALTH OF MASSACHUSETTS, SUFFOLK COUNTY

                                                            June 18, 1999

         Then personally appeared the above named person, Nancy L. Conlin, known
by me to be the Secretary of Liberty Variable  Investment Trust, a Massachusetts
business trust, who acknowledged the foregoing instrument to be his free act and
deed.

                                       Before me:


                                       /s/Mary P. Mahoney
                                       Mary P. Mahoney
                                       Notary Public

My commission expires: 2/22/2002




         COLONIAL-KEYPORT INTERNATIONAL FUND FOR GROWTH
           COLONIAL MANAGEMENT SUB-ADVISORY AGREEMENT

     AGREEMENT dated March 24, 1995 among KEYPORT VARIABLE
INVESTMENT TRUST, a Massachusetts business trust (the "Trust"),
with respect to COLONIAL-KEYPORT INTERNATIONAL FUND FOR GROWTH
(the "Fund"), KEYPORT ADVISORY SERVICES CORP., a Massachusetts
corporation ("Adviser"), and COLONIAL MANAGEMENT ASSOCIATES, INC.,
a Massachusetts corporation (the "Sub-Adviser").

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

1.  The Sub-Adviser 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 Adviser and the Board of
    Trustees of the Trust.

2.  In carrying out its investment management obligations, the
    Sub-Adviser 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 Adviser and to the Board of
    Trustees.

3.  The Sub-Adviser may delegate its investment responsibilities
    under paragraph 2(b) with respect to the Fund to one or more
    persons or companies registered as investment advisers under
    the Investment Adviser's Act of 1940, as amended, or
    qualifying as a "bank" within the meaning of such Act and
    thereby exempted from the requirement to be so registered
    ("Second-Tier Sub-Advisers"), pursuant to an agreement among
    the Trust, such Fund, the Adviser, the Sub-Adviser and such
    Second-Tier Sub-Adviser ("Second-Tier Sub-Advisory
    Agreement").  Each Second-Tier Sub-Advisory Agreement may
    provide that the Second-Tier Sub-Adviser, subject to the
    control and supervision of the Trustees, the Adviser and the
    Sub-Adviser, shall have full investment discretion for the
    Fund and the Fund's assets or any portion thereof specified by
    the Sub-Adviser.  Any selection of duties pursuant to this
    paragraph shall comply with any applicable provisions of
    Section 15 of the Investment Company Act of 1940, as amended
    ("the 1940 Act"), except to the extent permitted by any
    applicable exemptive order of the Securities and Exchange
    Commission or similar relief.  The Sub-Adviser shall be solely
    responsible for paying the fees of each Second-Tier Sub-
    Adviser from the fees it collects as provided in paragraph 5
    below.

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

5.  The Advisor shall pay the Sub-Adviser a monthly fee at the
    annual rate of 0.70% of the average daily net assets of the
    Fund for managing the investment of the assets of the Fund as
    provided in paragraph 1 above.  Such fee shall be paid in
    arrears on or before the 10th day of the next following
    calendar month.

6.  This Agreement shall become effective on the date first
    written above, and (a) unless otherwise terminated, shall
    continue until June 7, 1995 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-Adviser 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-Adviser on
    sixty day's written notice to the Trust.

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

8.  For the purpose of the Agreement, the terms "vote of a
    majority of the outstanding shares," "affiliated person" 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.

9.  In the absence of willful misfeasance, bad faith or gross
    negligence on the part of the Sub-Adviser, or reckless
    disregard of its obligations and duties hereunder, the Sub-
    Adviser 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 other person, firm or organization, for any act or
    omission in the course of or connection with rendering
    services hereunder.

10. 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-Adviser, or with any organization which shall have
    succeeded to the Sub-Adviser's business as an investment
    adviser.

11. The Sub-Adviser 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-
    Adviser 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.

                           COLONIAL-KEYPORT INTERNATIONAL FUND
                           FOR GROWTH
                           By: KEYPORT VARIABLE INVESTMENT TRUST

                           By:  RICHARD R. CHRISTENSEN
                                Its

                           COLONIAL MANAGEMENT ASSOCIATES, INC.

                           By:  HAROLD W. COGGER
                                Its

                           KEYPORT ADVISORY SERVICES CORP.

                           By:  [SIGNATURE]
                                Its


             COLONIAL-KEYPORT U.S. FUND FOR GROWTH
           COLONIAL MANAGEMENT SUB-ADVISORY AGREEMENT

     AGREEMENT dated March 24, 1995 among KEYPORT VARIABLE
INVESTMENT TRUST, a Massachusetts business trust (the "Trust"),
with respect to COLONIAL-KEYPORT U.S. FUND FOR GROWTH
(the "Fund"), KEYPORT ADVISORY SERVICES CORP., a Massachusetts
corporation ("Adviser"), and COLONIAL MANAGEMENT ASSOCIATES, INC.,
a Massachusetts corporation (the "Sub-Adviser").

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

1.  The Sub-Adviser 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 Adviser and the Board of
    Trustees of the Trust.

2.  In carrying out its investment management obligations, the
    Sub-Adviser 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 Adviser and to the Board of
    Trustees.

3.  The Sub-Adviser may delegate its investment responsibilities
    under paragraph 2(b) with respect to the Fund to one or more
    persons or companies registered as investment advisers under
    the Investment Adviser's Act of 1940, as amended, or
    qualifying as a "bank" within the meaning of such Act and
    thereby exempted from the requirement to be so registered
    ("Second-Tier Sub-Advisers"), pursuant to an agreement among
    the Trust, such Fund, the Adviser, the Sub-Adviser and such
    Second-Tier Sub-Adviser ("Second-Tier Sub-Advisory
    Agreement").  Each Second-Tier Sub-Advisory Agreement may
    provide that the Second-Tier Sub-Adviser, subject to the
    control and supervision of the Trustees, the Adviser and the
    Sub-Adviser, shall have full investment discretion for the
    Fund and the Fund's assets or any portion thereof specified by
    the Sub-Adviser.  Any selection of duties pursuant to this
    paragraph shall comply with any applicable provisions of
    Section 15 of the Investment Company Act of 1940, as amended
    ("the 1940 Act"), except to the extent permitted by any
    applicable exemptive order of the Securities and Exchange
    Commission or similar relief.  The Sub-Adviser shall be solely
    responsible for paying the fees of each Second-Tier Sub-
    Adviser from the fees it collects as provided in paragraph 5
    below.

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

5.  The Advisor shall pay the Sub-Adviser a monthly fee at the
    annual rate of 0.60% of the average daily net assets of the
    Fund for managing the investment of the assets of the Fund as
    provided in paragraph 1 above.  Such fee shall be paid in
    arrears on or before the 10th day of the next following
    calendar month.

6.  This Agreement shall become effective on the date first
    written above, and (a) unless otherwise terminated, shall
    continue until June 7, 1995 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-Adviser 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-Adviser on
    sixty day's written notice to the Trust.

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

8.  For the purpose of the Agreement, the terms "vote of a
    majority of the outstanding shares," "affiliated person" 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.

9.  In the absence of willful misfeasance, bad faith or gross
    negligence on the part of the Sub-Adviser, or reckless
    disregard of its obligations and duties hereunder, the Sub-
    Adviser 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 other person, firm or organization, for any act or
    omission in the course of or connection with rendering
    services hereunder.

10. 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-Adviser, or with any organization which shall have
    succeeded to the Sub-Adviser's business as an investment
    adviser.

11. The Sub-Adviser 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-
    Adviser 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.

                           COLONIAL-KEYPORT U.S. FUND FOR GROWTH
                           By: KEYPORT VARIABLE INVESTMENT TRUST

                           By:  RICHARD R. CHRISTENSEN
                                Its

                           COLONIAL MANAGEMENT ASSOCIATES, INC.

                           By:  HAROLD W. COGGER
                                Its

                           KEYPORT ADVISORY SERVICES CORP.

                           By:  [SIGNATURE]
                                Its


                        PORTFOLIO MANAGEMENT AGREEMENT
                         WITH LAMCO'S PORTFOLIO MANAGERS


                               as of June 18, 1999



Boston Partners Asset Management, L.P.
One Financial Center
43rd Floor
Boston, MA 02111

         Re       Portfolio Management Agreement

Ladies and Gentlemen:

         Liberty All-Star Equity Fund,  Variable Series (the "Fund") is a series
of the Liberty Variable Investment Trust (the "Trust"),  a diversified  open-end
investment  company  registered  under the  Investment  Company Act of 1940 (the
"Act"), and is subject to the rules and regulations promulgated thereunder.

         Liberty  Advisor  Services  Corp.  ("LASC") is the manager of the Fund.
Pursuant to the Management and Sub-Advisory Agreement of even date herewith (the
"Management and Sub-Advisory Agreement") among the Trust, on behalf of the Fund,
LASC and Liberty Asset Management  Company (the "Fund Manager"),  LASC delegates
to the Fund Manager  responsibility  for  investment  management of the Fund. In
furtherance  thereof,  the  Fund  Manager  evaluates  and  recommends  portfolio
managers  for the Fund and is  responsible  for certain  administrative  matters
relating to the Fund.

         l. Employment as a Portfolio  Manager.  The Trust being duly authorized
hereby employs Boston Partners Asset Management,  L.P. (the "Portfolio Manager")
as a  discretionary  portfolio  manager,  on the terms and  conditions set forth
herein, of those assets of the Fund which the Fund Manager  determines to assign
to the Portfolio Manager (those assets being referred to as the "Fund Account").
The Fund Manager may, from time to time, make additions to and withdrawals  from
the Fund Account.

         2.  Acceptance of Employment;  Standard of  Performance.  The Portfolio
Manager accepts its employment as a discretionary  portfolio  manager and agrees
to use its best professional  judgment to make timely  investment  decisions for
the Fund Account in accordance with the provisions of this Agreement.

         3. Portfolio  Management  Services of Portfolio  Manager.  In providing
portfolio  management services to the Fund Account,  the Portfolio Manager shall
be subject to the investment  objectives,  policies and restrictions of the Fund
as set forth in the Trust's current registration statement under the Act (as the
same may be modified from time to time),  and the  investment  restrictions  set
forth in the Act and the Rules  thereunder  (as and to the  extent  set forth in
such registration statement or in other documentation furnished to the Portfolio
Manager by the Fund or the Fund Manager),  to the supervision and control of the
Trustees  of the  Trust  (the  "Trustees"),  and to  instructions  from the Fund
Manager. The Portfolio Manager shall not, without the prior approval of the Fund
or the Fund Manager, effect any transactions which would cause the Fund Account,
treated  as a  separate  fund,  to  be  out  of  compliance  with  any  of  such
restrictions or policies.

         4.  Transaction  Procedures.  All portfolio  transactions  for the Fund
Account will be  consummated  by payment to or delivery by the  custodian of the
assets of the Fund (the  "Custodian"),  or such depositories or agents as may be
designated by the  Custodian in writing,  as custodian for the Fund, of all cash
and/or  securities  due to or from the Fund Account,  and the Portfolio  Manager
shall not have possession or custody thereof or any  responsibility or liability
with respect to such custody.  The Portfolio Manager shall advise and confirm in
writing to the Custodian all investment orders for the Fund Account placed by it
with  brokers  and dealers at the time and in the manner set forth in Schedule A
hereto (as Schedule A may be amended from time to time). The Fund shall issue to
the Custodian such  instructions  as may be  appropriate in connection  with the
settlement of any transaction initiated by the Portfolio Manager. The Fund shall
be responsible for all custodial  arrangements  and the payment of all custodial
charges and fees,  and, upon giving proper  instructions  to the Custodian,  the
Portfolio  Manager  shall have no  responsibility  or liability  with respect to
custodial arrangements or the acts, omissions or other conduct of the Custodian.

         5. Allocation of Brokerage.  The Portfolio Manager shall have authority
and discretion to select brokers and dealers to execute  portfolio  transactions
initiated by the Portfolio Manager, and to select the markets on or in which the
transaction will be executed.

         A        In doing so, the Portfolio Manager's primary responsibility
                  shall be to seek to obtain best net
                  price and execution for the Fund. However, this responsibility
                  shall not obligate the Portfolio
                  Manager to solicit competitive bids for each transaction or to
                  seek the lowest available
                  commission cost to the Fund, so long as the Portfolio Manager
                  reasonably believes that the
                  broker or dealer selected by it can be expected to obtain a
                  "best execution" market price on
                  the particular transaction and determines in good faith that
                  the commission cost is reasonable
                  in relation to the value of the brokerage and research
                  services (as defined in Section 28(e)(3)
                  of the Securities Exchange Act of 1934) provided by such
                  broker or dealer to the Portfolio
                  Manager viewed in terms of either that particular transaction
                  or of the Portfolio Manager's
                  overall responsibilities with respect to its clients,
                  including the Fund, as to which the
                  Portfolio Manager exercises investment discretion,
                  notwithstanding that the Fund may not be the
                  direct or exclusive beneficiary of any such services or that
                  another broker may be willing to
                  charge the Fund a lower commission on the particular
                  transaction.

         B.       Subject to the requirements of paragraph A above, the Fund
                  Manager shall have the right to
                  request that transactions giving rise to brokerage commissions
                  shall be executed by brokers and
                  dealers (and in amounts), to be agreed upon from time to time
                  between the Fund Manager and the
                  Portfolio Manager, that provide brokerage or research services
                  to the Fund or the Fund Manager,
                  or as to which an on-going relationship will be of value to
                  the Fund in the management of its
                  assets, which services and relationship may, but need not,
                  be of direct benefit to the Fund
                  Account. Notwithstanding any other provision of this
                  Agreement, the Portfolio Manager shall not
                  be responsible under paragraph A above with respect to
                  transactions executed through any such
                  broker or dealer.

         C.       The   Portfolio   Manager  shall  not  execute  any  portfolio
                  transactions  for the Fund  Account  with a broker  or  dealer
                  which is an "affiliated person" (as defined in the Act) of the
                  Fund, the Portfolio  Manager or any other Portfolio Manager of
                  the Fund without the prior written  approval of the Fund.  The
                  Fund will provide the Portfolio Manager with a list of brokers
                  and dealers which are "affiliated  persons" of the Fund or its
                  Portfolio Managers.

         6. Proxies. The Portfolio Manager will vote all proxies solicited by or
with  respect to the issuers of  securities  in which assets of the Fund Account
may be invested from time to time in  accordance  with such policies as shall be
determined by the Fund Manager.

         7. Fees for Services.  As its  compensation for its services under this
Agreement,  the Fund Manager will pay the Portfolio Manager monthly in arrears a
fee at an annual rate equal to 0.30% of the net asset value of the Fund Account.
The fee  shall be  accrued  for each  calendar  day and the sum of the daily fee
accruals  shall be paid monthly on or before the  fifteenth day of the following
calendar  month.  The  daily  accruals  of  the  fee  will  be  computed  by (i)
multiplying  the annual  percentage  rate  referred to above by the fraction the
numerator of which is one and the  denominator of which is the number of days in
the year, and (ii) multiplying the product obtained pursuant to clause (i) above
by the net asset value of the Fund Account as determined in accordance  with the
Trust's  Prospectus  as of the  previous  day on  which  the  Fund  was open for
business.  The  foregoing  fee shall be prorated for any month during which this
Agreement  is in  effect  for  only a  portion  of the  month.  Pursuant  to the
Management and Sub-Advisory  Agreement,  the Fund Manager is solely  responsible
for the payment of fees to the  Portfolio  Manager,  and the  Portfolio  Manager
agrees to seek payment of its fees solely from the Fund Manager.

         8. Other  Investment  Activities  of  Portfolio  Manager.  The Trust on
behalf of the Fund acknowledges that the Portfolio Manager or one or more of its
affiliates has investment  responsibilities,  renders  investment  advice to and
performs other investment  advisory  services for other  individuals or entities
("Client  Accounts"),  and that the Portfolio Manager,  its affiliates or any of
its or their directors,  officers, agents or employees may buy, sell or trade in
any securities for its or their  respective  accounts  ("Affiliated  Accounts").
Subject to the provisions of paragraph 2 hereof, the Trust on behalf of the Fund
agrees that the Portfolio  Manager or its affiliates may give advice or exercise
investment  responsibility  and take such  other  action  with  respect to other
Client  Accounts and Affiliated  Accounts which may differ from the advice given
or the  timing or  nature of action  taken  with  respect  to the Fund  Account,
provided that the Portfolio  Manager acts in good faith,  and provided  further,
that it is the Portfolio  Manager's  policy to allocate,  within its  reasonable
discretion,  investment  opportunities to the Fund Account over a period of time
on a fair and equitable basis relative to the Client Accounts and the Affiliated
Accounts,  taking into account the cash position and the  investment  objectives
and policies of the Fund and any  specific  investment  restrictions  applicable
thereto.  The Trust on behalf of the Fund  acknowledges  that one or more Client
Accounts  and  Affiliated  Accounts  may at any time  hold,  acquire,  increase,
decrease,  dispose of or otherwise  deal with  positions in investments in which
the Fund Account may have an interest from time to time, whether in transactions
which involve the Fund Account or otherwise. The Portfolio Manager shall have no
obligation  to acquire for the Fund Account a position in any  investment  which
any Client Account or Affiliated Account may acquire, and the Fund shall have no
first refusal,  coinvestment or other rights in respect of any such  investment,
either for the Fund Account or otherwise.

         9. Limitation of Liability.  The Portfolio  Manager shall not be liable
for any action  taken,  omitted or suffered to be taken by it in its  reasonable
judgment,  in good  faith and  believed  by it to be  authorized  or within  the
discretion  or rights  or  powers  conferred  upon it by this  Agreement,  or in
accordance with (or in the absence of) specific  directions or instructions from
the Fund or the Fund  Manager,  provided,  however,  that such acts or omissions
shall not have resulted from the Portfolio  Manager's willful  misfeasance,  bad
faith or gross  negligence,  a violation of the standard of care  established by
and applicable to the Portfolio  Manager in its actions under paragraph 2 hereof
or breach of its duty or of its obligations  hereunder (provided,  however, that
the  foregoing  shall not be  construed  to protect the  Portfolio  Manager from
liability in violation of Section 17(i) of the Act).

         10.  Confidentiality.  Subject to the duty of the Portfolio Manager and
the Fund to comply with applicable  law,  including any demand of any regulatory
or taxing  authority  having  jurisdiction,  the parties  hereto  shall treat as
confidential  all information  pertaining to the Fund Account and the actions of
the Portfolio Manager and the Fund in respect thereof.

         11.  Assignment.  This Agreement shall terminate  automatically  in the
event of its assignment,  as that term is defined in Section 2(a)(4) of the Act.
The Portfolio  Manager shall notify the Fund in writing  sufficiently in advance
of any proposed change of control,  as defined in Section 2(a)(9) of the Act, as
will enable the Fund to  consider  whether an  assignment  as defined in Section
2(a)(4) of the Act will occur,  and whether to take the steps necessary to enter
into a new contract with the Portfolio Manager.

         12.  Representations,  Warranties and Agreements of the Fund. The Trust
on behalf of the Fund represents, warrants and agrees that:

         A.       The  Portfolio  Manager  has been duly  appointed  to  provide
                  investment  services  to  the  Fund  Account  as  contemplated
                  hereby.

         B.       The Trust on behalf of the Fund will deliver to the  Portfolio
                  Manager  a  true  and  complete   copy  of  its  then  current
                  registration statement as effective from time to time and such
                  other documents  governing the investment of the Fund Account,
                  or such other  information  as is necessary  for the Portfolio
                  Manager to carry out its obligations under this Agreement.

         13.  Representations,   Warranties  and  Agreements  of  the  Portfolio
Manager. The Portfolio Manager represents, warrants and agrees that:

         A.       It is registered as an "Investment Adviser" under the
                  Investment Advisers Act of 1940
                  ("Advisers Act").

         B.       It will  maintain,  keep current and preserve on behalf of the
                  Fund,  in the manner  required or permitted by the Act and the
                  Rules  thereunder,  the records  identified  in Schedule B (as
                  Schedule B may be amended  from time to time).  The  Portfolio
                  Manager agrees that such records are the property of the Fund,
                  and will be surrendered to the Fund promptly upon request.

         C.       It will maintain in effect a written code of ethics  complying
                  with the  requirements  of Rule l7j-l under the Act. Within 45
                  days  of the end of  each  year  while  this  Agreement  is in
                  effect, an officer or general partner of the Portfolio Manager
                  shall  certify  to the Fund  that the  Portfolio  Manager  has
                  complied  with  the  requirements  of Rule  l7j-l  during  the
                  previous year and that there has been no violation of its code
                  of  ethics  or,  if  such  a  violation  has  occurred,   that
                  appropriate action was taken in response to such violation.

         D.       Upon request,  the Portfolio  Manager will promptly supply the
                  Trust with any  information  concerning the Portfolio  Manager
                  and its stockholders, employees and affiliates which the Trust
                  may reasonably  require in connection  with the preparation of
                  its registration statement,  proxy material, reports and other
                  documents  relating to the Fund required to be filed under the
                  Act,  the  Securities   Act  of  1933,  or  other   applicable
                  securities laws.

         E.        Reference is hereby made to the Declaration of Trust dated
                  March 4, 1993, as amended,
                  establishing the Trust, a copy of which has been filed with
                  the Secretary of the Commonwealth
                  of Massachusetts and elsewhere as required by law, and to any
                  and all amendments thereto so
                  filed or hereafter filed. The name Liberty Variable Investment
                  Trust refers to the Trustees
                  under said Declaration of Trust, as Trustees and not
                  personally, and no Trustee, shareholder,
                  officer, agent or employee of the Trust shall be held to any
                  personal liability hereunder or in
                  connection with the affairs of the Trust or the Fund, but
                  only the assets of the Fund are
                  liable under this Agreement. Without limiting the generality
                  of the foregoing, neither the
                  Portfolio Manager nor any of its officers, directors,
                  partners, shareholders or employees
                  shall, under any circumstances, have recourse or cause or
                  willingly permit recourse to be had
                  directly or indirectly to any personal, statutory, or other
                  liability of any shareholder,
                  Trustee, officer, agent or employee of the Trust or of any
                  successor of the Trust or the Fund,
                  whether such liability now exists or is hereafter incurred,
                  for claims against the Trust
                  estate, but shall look for payment solely to the assets of
                  the Fund or any successor thereto.

         14.  Amendment.  This Agreement may be amended at any time, but only by
written agreement among the Portfolio  Manager,  the Fund Manager and the Trust,
on behalf of the Fund, which amendment, other than amendments to Schedules A and
B (which may be amended by the Fund  Manager  acting  alone),  is subject to the
approval of the Trustees and the  Shareholders  of the Fund as and to the extent
required by the Act.

         15.  Effective Date;  Term. This Agreement shall continue in effect for
two years from the date hereof and shall continue in effect thereafter  provided
such  continuance is specifically  approved at least annually by (i) the Trust's
Board of Trustees or (ii) a vote of a "majority"  (as defined in the Act) of the
Fund's  outstanding  voting  securities,  provided  that  in  either  event  the
continuance  is also approved by a majority of the Board of Trustees who are not
"interested persons" (as defined in the Act) of any party to this Agreement,  by
vote  cast in  person  at a meeting  called  for the  purpose  of voting on such
approval.  The  aforesaid  requirement  that  continuance  of this  Agreement be
"specifically  approved  at  least  annually"  shall  be  construed  in a manner
consistent with the Act and the Rules and Regulations thereunder.

         16. Termination. This Agreement may be terminated by any party, without
penalty,  immediately upon written notice to the other parties in the event of a
breach of any provision  thereof by a party so notified,  or otherwise  upon not
less than thirty (30) days' written notice to the Portfolio  Manager in the case
of termination by the Trust on behalf of the Fund or the Fund Manager, or ninety
(90)  days'  written  notice to the Trust  and the Fund  Manager  in the case of
termination by the Portfolio Manager,  but any such termination shall not affect
the status, obligations or liabilities of any party hereto to the other parties.

         17.  Applicable  Law. To the extent that state law is not  preempted by
the provisions of any law of the United States heretofore or hereafter  enacted,
as the  same  may be  amended  from  time  to  time,  this  Agreement  shall  be
administered,  construed and enforced  according to the laws of the Commonwealth
of Massachusetts.

         18.  Severability.  If any term or condition of this Agreement shall be
invalid or unenforceable to any extent or in any application, then the remainder
of this Agreement,  and such term or condition  except to such extent or in such
application,  shall  not be  affected  thereby,  and  each  and  every  term and
condition of this  Agreement  shall be valid and enforced to the fullest  extent
and in the broadest application permitted by law.

         IN WITNESS WHEREOF, the parties have hereunto set their hands as of the
date first written above.

LIBERTY VARIABLE INVESTMENT TRUST on its own behalf and on behalf of the Liberty
  All-Star Equity Fund, Variable Series


By: Stephen E. Gibson
Title: President

LIBERTY ASSET MANAGEMENT COMPANY


By: William R. Parmentier
Title: President, Chief Executive Officer and Chief Investment Officer


ACCEPTED AND AGREED TO:

Boston Partners Asset Management, L.P.


By: Kenneth M. Kengieza
Name:Kenneth M. Kengieza
Title:Asst. Treasurer/VP



<PAGE>



                                  SCHEDULES: *

                            A. Operational Procedures
                         B. Record Keeping Requirements


* The  Schedules  relate to  day-to-day  operational  logistics and to technical
compliance matters.

                                                               Schedule A

                  LIBERTY ALL-STAR EQUITY FUND, VARIABLE SERIES

                             Operational Procedures

         In order to facilitate operations efficiency,  it will be necessary for
a  flow  of  information  to be  supplied  to  The  Chase  Manhattan  Bank  (the
Custodian), and Colonial Management Associates, Inc. (the Administrator).

         The Portfolio  Manager must furnish Colonial with daily  information as
to executed trades,  no later than 12:00 p.m.  (Eastern time) on trade date plus
one to ensure the information is processed in time for pricing.  If there are no
trades,  a report must also be sent  stating  there were no trades for that day.
The necessary  information can be transmitted via facsimile machine to Colonial,
Attention John  Papoutsis,  (the direct line to the machine is (617)  585-4251).
Upon receipt of brokers' confirmation the Portfolio Manager or the Administrator
must notify the other party if any differences exist. The reporting of trades by
the Portfolio Manager to Colonial shall include the following information:

1.       Purchase or sale
2.       Security name and description
3.       Cusip and ticker symbol
4.       Number of shares or units
5.       Sale/purchase price per share or unit
6.       Commission rate per share and aggregate commission or indicate net if
         so
7.       Executing broker and clearing bank, if any
8.       Trade date
9.       Settlement date
10.      Interest purchased or sold, if applicable
11.      Total net amount of the transaction
12.      If other than HIGH COST is to be used on a sale, it must be identified
13.      Name of Fund and Manager must be identified on trade ticket
14.      Sequential numbering of all trades is also recommended

For confirmation of trades, please advise the brokers to use the Custodian's DTC
ID system number (No.  27028) to facilitate  the receipt of  information  by the
Custodian. In addition, the Portfolio Manager should arrange to have a duplicate
confirmation sent to Colonial  Management Assoc. as an interested party.  Please
have confirms linked to CMA's existing sign on: N199.

1.       All DTC Eligible Securities

              Depository Trust Company (DTC)
              Agent Bank Name:  Chase Manhattan Bank
              Agent Bank Number:  27028
              Agent Bank Clearing Number:  902

2.       Delivery Instructions
     All Physical Securities
              Chase Manhattan Bank
              4 New York Plaza
              Ground Floor Window
              New York, NY  10004
              Ref:  (Name of Fund)


<PAGE>


All Government Issues Deliver through your area Federal Reserve Bank to:

              The Chase Manhattan Bank
              021000021
              CMB/CUST/Account Number/Account Name

Wire Instructions:

              The Chase Manhattan Bank
              ABA #021000021
              For credit to account 900-9-000127
              For Further Credit to
                                    Chase Account Number
                                    Chase Account Name

The Custodian will supply the Portfolio  Manager daily with a cash  availability
report.  This will  normally be done by fax so that the  Portfolio  Manager will
know the amount available for investment purposes.


<PAGE>


                                                                     Schedule B

                  LIBERTY ALL-STAR EQUITY FUND, VARIABLE SERIES

                         Portfolio Management Agreement

                RECORDS TO BE MAINTAINED BY THE PORTFOLIO MANAGER

1.   (Rule 31a-1(b)(5) and (6)). A record of each brokerage order, and all other
     portfolio  purchases and sales, given by the Portfolio Manager on behalf of
     the Fund for, or in connection  with,  the purchase or sale of  securities,
     whether executed or unexecuted. Such records shall include:

A.       The name of the broker;

B.       The terms and conditions of the order and of any modifications or
cancellation thereof;

C.       The time of entry or cancellation;

D.       The price at which executed;

E.       The time or receipt of a report of execution; and

F. The name of the person who placed the order on behalf of the Fund.

2.   (Rule 31a-1(b)(9)).  A record for each fiscal quarter, completed within ten
     (10) days after the end of the quarter,  showing  specifically the basis or
     bases upon which the  allocation  of orders  for the  purchase  and sale of
     portfolio  securities  to named  brokers or dealers was  effected,  and the
     division of brokerage  commissions or other  compensation  on such purchase
     and sale orders. Such record:

A.       Shall include the consideration given to:

(i)      The sale of shares of the Fund by brokers or dealers.

(ii) The supplying of services or benefits by brokers or dealers to:

(a)      The Fund;

(b)      The Manager (Liberty Asset Management Company);

(c)      The Portfolio Manager; and

(d) Any person other than the foregoing.

(iii) Any other  consideration  other than the technical  qualifications  of the
brokers and dealers as such.

B. Shall show the nature of the services or benefits made available.

C.

<PAGE>


     Shall describe in detail the application of any general or specific formula
         or other  determinant  used in arriving at such  allocation of purchase
         and sale orders and such  division of  brokerage  commissions  or other
         compensation.

D.       The name of the person responsible for making the determination of such
         allocation  and  such  division  of  brokerage   commissions  or  other
         compensation.

3.    (Rule  31a-a(b)(10)).  A record in the form of an  appropriate  memorandum
      identifying  the person or persons,  committees or groups  authorizing the
      purchase or sale of portfolio  securities.  Where an authorization is made
      by a  committee  or  group,  a record  shall  be kept of the  names of its
      members who participate in the  authorization.  There shall be retained as
      part  of  this  record:  any  memorandum,  recommendation  or  instruction
      supporting or authorizing the purchase or sale of portfolio securities and
      such other information as is appropriate to support the authorization.(1)

4.    (Rule 31a-1(f)). Such accounts, books and other documents as a required to
      be  maintained  by  registered  investment  advisers by rule adopted under
      Section 204 of the  Investment  Advisers  Act of 1940,  to the extent such
      records are necessary or  appropriate  to record the  Portfolio  Manager's
      transactions with the Fund.


- --------
1 Such information  might include:  the current Form 10-K,  annual and quarterly
reports, press releases, reports by analysts and from brokerage firms (including
their  recommendation;  i.e.,  buy,  sell,  hold)  or any  internal  reports  or
portfolio manager reviews.





                         PORTFOLIO MANAGEMENT AGREEMENT
                         WITH LAMCO'S PORTFOLIO MANAGERS


                               as of June 18, 1999



J.P. Morgan Investment Management, Inc.
522 Fifth Avenue, 17th Floor
New York, NY 10036

         Re       Portfolio Management Agreement

Ladies and Gentlemen:

         Liberty All-Star Equity Fund,  Variable Series (the "Fund") is a series
of the Liberty Variable Investment Trust (the "Trust"),  a diversified  open-end
investment  company  registered  under the  Investment  Company Act of 1940 (the
"Act"), and is subject to the rules and regulations promulgated thereunder.

         Liberty  Advisor  Services  Corp.  ("LASC") is the manager of the Fund.
Pursuant to the Management and Sub-Advisory Agreement of even date herewith (the
"Management and Sub-Advisory Agreement") among the Trust, on behalf of the Fund,
LASC and Liberty Asset Management  Company (the "Fund Manager"),  LASC delegates
to the Fund Manager  responsibility  for  investment  management of the Fund. In
furtherance  thereof,  the  Fund  Manager  evaluates  and  recommends  portfolio
managers  for the Fund and is  responsible  for certain  administrative  matters
relating to the Fund.

         l. Employment as a Portfolio  Manager.  The Trust being duly authorized
hereby employs J.P. Morgan Investment Management, Inc. (the "Portfolio Manager")
as a  discretionary  portfolio  manager,  on the terms and  conditions set forth
herein, of those assets of the Fund which the Fund Manager  determines to assign
to the Portfolio Manager (those assets being referred to as the "Fund Account").
The Fund Manager may, from time to time, make additions to and withdrawals  from
the Fund Account.

         2.  Acceptance of Employment;  Standard of  Performance.  The Portfolio
Manager accepts its employment as a discretionary  portfolio  manager and agrees
to use its best professional  judgment to make timely  investment  decisions for
the Fund Account in accordance with the provisions of this Agreement.

         3. Portfolio  Management  Services of Portfolio  Manager.  In providing
portfolio  management services to the Fund Account,  the Portfolio Manager shall
be subject to the investment  objectives,  policies and restrictions of the Fund
as set forth in the Trust's current registration statement under the Act (as the
same may be modified from time to time),  and the  investment  restrictions  set
forth in the Act and the Rules  thereunder  (as and to the  extent  set forth in
such registration statement or in other documentation furnished to the Portfolio
Manager by the Fund or the Fund Manager),  to the supervision and control of the
Trustees  of the  Trust  (the  "Trustees"),  and to  instructions  from the Fund
Manager. The Portfolio Manager shall not, without the prior approval of the Fund
or the Fund Manager, effect any transactions which would cause the Fund Account,
treated  as a  separate  fund,  to  be  out  of  compliance  with  any  of  such
restrictions or policies.

         4.  Transaction  Procedures.  All portfolio  transactions  for the Fund
Account will be  consummated  by payment to or delivery by the  custodian of the
assets of the Fund (the  "Custodian"),  or such depositories or agents as may be
designated by the  Custodian in writing,  as custodian for the Fund, of all cash
and/or  securities  due to or from the Fund Account,  and the Portfolio  Manager
shall not have possession or custody thereof or any  responsibility or liability
with respect to such custody.  The Portfolio Manager shall advise and confirm in
writing to the Custodian all investment orders for the Fund Account placed by it
with  brokers  and dealers at the time and in the manner set forth in Schedule A
hereto (as Schedule A may be amended from time to time). The Fund shall issue to
the Custodian such  instructions  as may be  appropriate in connection  with the
settlement of any transaction initiated by the Portfolio Manager. The Fund shall
be responsible for all custodial  arrangements  and the payment of all custodial
charges and fees,  and, upon giving proper  instructions  to the Custodian,  the
Portfolio  Manager  shall have no  responsibility  or liability  with respect to
custodial arrangements or the acts, omissions or other conduct of the Custodian.

         5. Allocation of Brokerage.  The Portfolio Manager shall have authority
and discretion to select brokers and dealers to execute  portfolio  transactions
initiated by the Portfolio Manager, and to select the markets on or in which the
transaction will be executed.

<TABLE>
<CAPTION>
<S>               <C>
         A        In doing so, the Portfolio Manager's primary responsibility shall be to seek to obtain best net
                  price and execution for the Fund. However, this responsibility shall not obligate the Portfolio
                  Manager to solicit competitive bids for each transaction or to seek the lowest available
                  commission cost to the Fund, so long as the Portfolio Manager reasonably believes that the
                  broker or dealer selected by it can be expected to obtain a "best execution" market price on
                  the particular transaction and determines in good faith that the commission cost is reasonable
                  in relation to the value of the brokerage and research services (as defined in Section 28(e)(3)
                  of the Securities Exchange Act of 1934) provided by such broker or dealer to the Portfolio
                  Manager viewed in terms of either that particular transaction or of the Portfolio Manager's
                  overall responsibilities with respect to its clients, including the Fund, as to which the
                  Portfolio Manager exercises investment discretion, notwithstanding that the Fund may not be the
                  direct or exclusive beneficiary of any such services or that another broker may be willing to
                  charge the Fund a lower commission on the particular transaction.

         B.       Subject to the requirements of paragraph A above, the Fund Manager shall have the right to
                  request that transactions giving rise to brokerage commissions shall be executed by brokers and
                  dealers (and in amounts), to be agreed upon from time to time between the Fund Manager and the
                  Portfolio Manager, that provide brokerage or research services to the Fund or the Fund Manager,
                  or as to which an on-going relationship will be of value to the Fund in the management of its
                  assets, which services and relationship may, but need not, be of direct benefit to the Fund
                  Account. Notwithstanding any other provision of this Agreement, the Portfolio Manager shall not
                  be responsible under paragraph A above with respect to transactions executed through any such
                  broker or dealer.
</TABLE>

         C.       The   Portfolio   Manager  shall  not  execute  any  portfolio
                  transactions  for the Fund  Account  with a broker  or  dealer
                  which is an "affiliated person" (as defined in the Act) of the
                  Fund, the Portfolio  Manager or any other Portfolio Manager of
                  the Fund without the prior written  approval of the Fund.  The
                  Fund will provide the Portfolio Manager with a list of brokers
                  and dealers which are "affiliated  persons" of the Fund or its
                  Portfolio Managers.

         6. Proxies. The Portfolio Manager will vote all proxies solicited by or
with  respect to the issuers of  securities  in which assets of the Fund Account
may be invested from time to time in  accordance  with such policies as shall be
determined by the Fund Manager.

         7. Fees for Services.  As its  compensation for its services under this
Agreement,  the Fund Manager will pay the Portfolio Manager monthly in arrears a
fee at an annual rate equal to 0.30% of the net asset value of the Fund Account.
The fee  shall be  accrued  for each  calendar  day and the sum of the daily fee
accruals  shall be paid monthly on or before the  fifteenth day of the following
calendar  month.  The  daily  accruals  of  the  fee  will  be  computed  by (i)
multiplying  the annual  percentage  rate  referred to above by the fraction the
numerator of which is one and the  denominator of which is the number of days in
the year, and (ii) multiplying the product obtained pursuant to clause (i) above
by the net asset value of the Fund Account as determined in accordance  with the
Trust's  Prospectus  as of the  previous  day on  which  the  Fund  was open for
business.  The  foregoing  fee shall be prorated for any month during which this
Agreement  is in  effect  for  only a  portion  of the  month.  Pursuant  to the
Management and Sub-Advisory  Agreement,  the Fund Manager is solely  responsible
for the payment of fees to the  Portfolio  Manager,  and the  Portfolio  Manager
agrees to seek payment of its fees solely from the Fund Manager.

         8. Other  Investment  Activities  of  Portfolio  Manager.  The Trust on
behalf of the Fund acknowledges that the Portfolio Manager or one or more of its
affiliates has investment  responsibilities,  renders  investment  advice to and
performs other investment  advisory  services for other  individuals or entities
("Client  Accounts"),  and that the Portfolio Manager,  its affiliates or any of
its or their directors,  officers, agents or employees may buy, sell or trade in
any securities for its or their  respective  accounts  ("Affiliated  Accounts").
Subject to the provisions of paragraph 2 hereof, the Trust on behalf of the Fund
agrees that the Portfolio  Manager or its affiliates may give advice or exercise
investment  responsibility  and take such  other  action  with  respect to other
Client  Accounts and Affiliated  Accounts which may differ from the advice given
or the  timing or  nature of action  taken  with  respect  to the Fund  Account,
provided that the Portfolio  Manager acts in good faith,  and provided  further,
that it is the Portfolio  Manager's  policy to allocate,  within its  reasonable
discretion,  investment  opportunities to the Fund Account over a period of time
on a fair and equitable basis relative to the Client Accounts and the Affiliated
Accounts,  taking into account the cash position and the  investment  objectives
and policies of the Fund and any  specific  investment  restrictions  applicable
thereto.  The Trust on behalf of the Fund  acknowledges  that one or more Client
Accounts  and  Affiliated  Accounts  may at any time  hold,  acquire,  increase,
decrease,  dispose of or otherwise  deal with  positions in investments in which
the Fund Account may have an interest from time to time, whether in transactions
which involve the Fund Account or otherwise. The Portfolio Manager shall have no
obligation  to acquire for the Fund Account a position in any  investment  which
any Client Account or Affiliated Account may acquire, and the Fund shall have no
first refusal,  coinvestment or other rights in respect of any such  investment,
either for the Fund Account or otherwise.

         9. Limitation of Liability.  The Portfolio  Manager shall not be liable
for any action  taken,  omitted or suffered to be taken by it in its  reasonable
judgment,  in good  faith and  believed  by it to be  authorized  or within  the
discretion  or rights  or  powers  conferred  upon it by this  Agreement,  or in
accordance with (or in the absence of) specific  directions or instructions from
the Fund or the Fund  Manager,  provided,  however,  that such acts or omissions
shall not have resulted from the Portfolio  Manager's willful  misfeasance,  bad
faith or gross  negligence,  a violation of the standard of care  established by
and applicable to the Portfolio  Manager in its actions under paragraph 2 hereof
or breach of its duty or of its obligations  hereunder (provided,  however, that
the  foregoing  shall not be  construed  to protect the  Portfolio  Manager from
liability in violation of Section 17(i) of the Act).

         10.  Confidentiality.  Subject to the duty of the Portfolio Manager and
the Fund to comply with applicable  law,  including any demand of any regulatory
or taxing  authority  having  jurisdiction,  the parties  hereto  shall treat as
confidential  all information  pertaining to the Fund Account and the actions of
the Portfolio Manager and the Fund in respect thereof.

         11.  Assignment.  This Agreement shall terminate  automatically  in the
event of its assignment,  as that term is defined in Section 2(a)(4) of the Act.
The Portfolio  Manager shall notify the Fund in writing  sufficiently in advance
of any proposed change of control,  as defined in Section 2(a)(9) of the Act, as
will enable the Fund to  consider  whether an  assignment  as defined in Section
2(a)(4) of the Act will occur,  and whether to take the steps necessary to enter
into a new contract with the Portfolio Manager.

         12.  Representations,  Warranties and Agreements of the Fund. The Trust
on behalf of the Fund represents, warrants and agrees that:

         A.       The  Portfolio  Manager  has been duly  appointed  to  provide
                  investment  services  to  the  Fund  Account  as  contemplated
                  hereby.

         B.       The Trust on behalf of the Fund will deliver to the  Portfolio
                  Manager  a  true  and  complete   copy  of  its  then  current
                  registration statement as effective from time to time and such
                  other documents  governing the investment of the Fund Account,
                  or such other  information  as is necessary  for the Portfolio
                  Manager to carry out its obligations under this Agreement.

         13.  Representations,   Warranties  and  Agreements  of  the  Portfolio
Manager. The Portfolio Manager represents, warrants and agrees that:

         A.       It is registered as an "Investment Adviser" under the
                  Investment Advisers Act of 1940
                  ("Advisers Act").

         B.       It will  maintain,  keep current and preserve on behalf of the
                  Fund,  in the manner  required or permitted by the Act and the
                  Rules  thereunder,  the records  identified  in Schedule B (as
                  Schedule B may be amended  from time to time).  The  Portfolio
                  Manager agrees that such records are the property of the Fund,
                  and will be surrendered to the Fund promptly upon request.

         C.       It will maintain in effect a written code of ethics  complying
                  with the  requirements  of Rule l7j-l under the Act. Within 45
                  days  of the end of  each  year  while  this  Agreement  is in
                  effect, an officer or general partner of the Portfolio Manager
                  shall  certify  to the Fund  that the  Portfolio  Manager  has
                  complied  with  the  requirements  of Rule  l7j-l  during  the
                  previous year and that there has been no violation of its code
                  of  ethics  or,  if  such  a  violation  has  occurred,   that
                  appropriate action was taken in response to such violation.

         D.       Upon request,  the Portfolio  Manager will promptly supply the
                  Trust with any  information  concerning the Portfolio  Manager
                  and its stockholders, employees and affiliates which the Trust
                  may reasonably  require in connection  with the preparation of
                  its registration statement,  proxy material, reports and other
                  documents  relating to the Fund required to be filed under the
                  Act,  the  Securities   Act  of  1933,  or  other   applicable
                  securities laws.
<TABLE>
<CAPTION>
<S>                <C>
         E.        Reference is hereby made to the Declaration of Trust dated March 4, 1993, as amended,
                  establishing the Trust, a copy of which has been filed with the Secretary of the Commonwealth
                  of Massachusetts and elsewhere as required by law, and to any and all amendments thereto so
                  filed or hereafter filed. The name Liberty Variable Investment Trust refers to the Trustees
                  under said Declaration of Trust, as Trustees and not personally, and no Trustee, shareholder,
                  officer, agent or employee of the Trust shall be held to any personal liability hereunder or in
                  connection with the affairs of the Trust or the Fund, but only the assets of the Fund are
                  liable under this Agreement. Without limiting the generality of the foregoing, neither the
                  Portfolio Manager nor any of its officers, directors, partners, shareholders or employees
                  shall, under any circumstances, have recourse or cause or willingly permit recourse to be had
                  directly or indirectly to any personal, statutory, or other liability of any shareholder,
                  Trustee, officer, agent or employee of the Trust or of any successor of the Trust or the Fund,
                  whether such liability now exists or is hereafter incurred, for claims against the Trust
                  estate, but shall look for payment solely to the assets of the Fund or any successor thereto.
</TABLE>

         14.  Amendment.  This Agreement may be amended at any time, but only by
written agreement among the Portfolio  Manager,  the Fund Manager and the Trust,
on behalf of the Fund, which amendment, other than amendments to Schedules A and
B (which may be amended by the Fund  Manager  acting  alone),  is subject to the
approval of the Trustees and the  Shareholders  of the Fund as and to the extent
required by the Act.

         15.  Effective Date;  Term. This Agreement shall continue in effect for
two years from the date hereof and shall continue in effect thereafter  provided
such  continuance is specifically  approved at least annually by (i) the Trust's
Board of Trustees or (ii) a vote of a "majority"  (as defined in the Act) of the
Fund's  outstanding  voting  securities,  provided  that  in  either  event  the
continuance  is also approved by a majority of the Board of Trustees who are not
"interested persons" (as defined in the Act) of any party to this Agreement,  by
vote  cast in  person  at a meeting  called  for the  purpose  of voting on such
approval.  The  aforesaid  requirement  that  continuance  of this  Agreement be
"specifically  approved  at  least  annually"  shall  be  construed  in a manner
consistent with the Act and the Rules and Regulations thereunder.

         16. Termination. This Agreement may be terminated by any party, without
penalty,  immediately upon written notice to the other parties in the event of a
breach of any provision  thereof by a party so notified,  or otherwise  upon not
less than thirty (30) days' written notice to the Portfolio  Manager in the case
of termination by the Trust on behalf of the Fund or the Fund Manager, or ninety
(90)  days'  written  notice to the Trust  and the Fund  Manager  in the case of
termination by the Portfolio Manager,  but any such termination shall not affect
the status, obligations or liabilities of any party hereto to the other parties.

         17.  Applicable  Law. To the extent that state law is not  preempted by
the provisions of any law of the United States heretofore or hereafter  enacted,
as the  same  may be  amended  from  time  to  time,  this  Agreement  shall  be
administered,  construed and enforced  according to the laws of the Commonwealth
of Massachusetts.

         18.  Severability.  If any term or condition of this Agreement shall be
invalid or unenforceable to any extent or in any application, then the remainder
of this Agreement,  and such term or condition  except to such extent or in such
application,  shall  not be  affected  thereby,  and  each  and  every  term and
condition of this  Agreement  shall be valid and enforced to the fullest  extent
and in the broadest application permitted by law.

         IN WITNESS WHEREOF, the parties have hereunto set their hands as of the
date first written above.

LIBERTY VARIABLE INVESTMENT TRUST on its own behalf and on behalf of the Liberty
  All-Star Equity Fund, Variable Series


By: Stephen E. Gibson
Title: President

LIBERTY ASSET MANAGEMENT COMPANY


By: William R. Parmentier
Title: President, Chief Executive Officer and Chief Investment Officer


ACCEPTED AND AGREED TO:

J.P. Morgan Investment Management, Inc.


By: Diane Minardi

Name:Diane Minardi
Title:Vice President



<PAGE>



                                  SCHEDULES: *

                            A. Operational Procedures
                         B. Record Keeping Requirements


* The  Schedules  relate to  day-to-day  operational  logistics and to technical
compliance matters.

                                                               Schedule A

                  LIBERTY ALL-STAR EQUITY FUND, VARIABLE SERIES

                             Operational Procedures

         In order to facilitate operations efficiency,  it will be necessary for
a  flow  of  information  to be  supplied  to  The  Chase  Manhattan  Bank  (the
Custodian), and Colonial Management Associates, Inc. (the Administrator).

         The Portfolio  Manager must furnish Colonial with daily  information as
to executed trades,  no later than 12:00 p.m.  (Eastern time) on trade date plus
one to ensure the information is processed in time for pricing.  If there are no
trades,  a report must also be sent  stating  there were no trades for that day.
The necessary  information can be transmitted via facsimile machine to Colonial,
Attention John  Papoutsis,  (the direct line to the machine is (617)  585-4251).
Upon receipt of brokers' confirmation the Portfolio Manager or the Administrator
must notify the other party if any differences exist. The reporting of trades by
the Portfolio Manager to Colonial shall include the following information:

1.       Purchase or sale
2.       Security name and description
3.       Cusip and ticker symbol
4.       Number of shares or units
5.       Sale/purchase price per share or unit
6.       Commission rate per share and aggregate commission or indicate net if
         so
7.       Executing broker and clearing bank, if any
8.       Trade date
9.       Settlement date
10.      Interest purchased or sold, if applicable
11.      Total net amount of the transaction
12.      If other than HIGH COST is to be used on a sale, it must be identified
13.      Name of Fund and Manager must be identified on trade ticket
14.      Sequential numbering of all trades is also recommended

For confirmation of trades, please advise the brokers to use the Custodian's DTC
ID system number (No.  27028) to facilitate  the receipt of  information  by the
Custodian. In addition, the Portfolio Manager should arrange to have a duplicate
confirmation sent to Colonial  Management Assoc. as an interested party.  Please
have confirms linked to CMA's existing sign on: N199.

1.       All DTC Eligible Securities

              Depository Trust Company (DTC)
              Agent Bank Name:  Chase Manhattan Bank
              Agent Bank Number:  27028
              Agent Bank Clearing Number:  902

2.       Delivery Instructions
     All Physical Securities
              Chase Manhattan Bank
              4 New York Plaza
              Ground Floor Window
              New York, NY  10004
              Ref:  (Name of Fund)


<PAGE>


All Government Issues Deliver through your area Federal Reserve Bank to:

              The Chase Manhattan Bank
              021000021
              CMB/CUST/Account Number/Account Name

Wire Instructions:

              The Chase Manhattan Bank
              ABA #021000021
              For credit to account 900-9-000127
              For Further Credit to
                                    Chase Account Number
                                    Chase Account Name

The Custodian will supply the Portfolio  Manager daily with a cash  availability
report.  This will  normally be done by fax so that the  Portfolio  Manager will
know the amount available for investment purposes.


<PAGE>


                                                                     Schedule B

                  LIBERTY ALL-STAR EQUITY FUND, VARIABLE SERIES

                         Portfolio Management Agreement

                RECORDS TO BE MAINTAINED BY THE PORTFOLIO MANAGER

1.   (Rule 31a-1(b)(5) and (6)). A record of each brokerage order, and all other
     portfolio  purchases and sales, given by the Portfolio Manager on behalf of
     the Fund for, or in connection  with,  the purchase or sale of  securities,
     whether executed or unexecuted. Such records shall include:

A.       The name of the broker;

B.       The terms and conditions of the order and of any modifications or
cancellation thereof;

C.       The time of entry or cancellation;

D.       The price at which executed;

E.       The time or receipt of a report of execution; and

F. The name of the person who placed the order on behalf of the Fund.

2.   (Rule 31a-1(b)(9)).  A record for each fiscal quarter, completed within ten
     (10) days after the end of the quarter,  showing  specifically the basis or
     bases upon which the  allocation  of orders  for the  purchase  and sale of
     portfolio  securities  to named  brokers or dealers was  effected,  and the
     division of brokerage  commissions or other  compensation  on such purchase
     and sale orders. Such record:

A.       Shall include the consideration given to:

(i)      The sale of shares of the Fund by brokers or dealers.

(ii) The supplying of services or benefits by brokers or dealers to:

(a)      The Fund;

(b)      The Manager (Liberty Asset Management Company);

(c)      The Portfolio Manager; and

(d) Any person other than the foregoing.

(iii) Any other  consideration  other than the technical  qualifications  of the
brokers and dealers as such.

B. Shall show the nature of the services or benefits made available.

C.

<PAGE>


     Shall describe in detail the application of any general or specific formula
         or other  determinant  used in arriving at such  allocation of purchase
         and sale orders and such  division of  brokerage  commissions  or other
         compensation.

D.       The name of the person responsible for making the determination of such
         allocation  and  such  division  of  brokerage   commissions  or  other
         compensation.

3.    (Rule  31a-a(b)(10)).  A record in the form of an  appropriate  memorandum
      identifying  the person or persons,  committees or groups  authorizing the
      purchase or sale of portfolio  securities.  Where an authorization is made
      by a  committee  or  group,  a record  shall  be kept of the  names of its
      members who participate in the  authorization.  There shall be retained as
      part  of  this  record:  any  memorandum,  recommendation  or  instruction
      supporting or authorizing the purchase or sale of portfolio securities and
      such other information as is appropriate to support the authorization.(1)

4.    (Rule 31a-1(f)). Such accounts, books and other documents as a required to
      be  maintained  by  registered  investment  advisers by rule adopted under
      Section 204 of the  Investment  Advisers  Act of 1940,  to the extent such
      records are necessary or  appropriate  to record the  Portfolio  Manager's
      transactions with the Fund.


- --------
1 Such information  might include:  the current Form 10-K,  annual and quarterly
reports, press releases, reports by analysts and from brokerage firms (including
their  recommendation;  i.e.,  buy,  sell,  hold)  or any  internal  reports  or
portfolio manager reviews.



                         PORTFOLIO MANAGEMENT AGREEMENT
                         WITH LAMCO'S PORTFOLIO MANAGERS


                               as of June 18, 1999



Oppenheimer Capital
Oppenheimer Tower
World Financial Center
New York, NY 10281

         Re       Portfolio Management Agreement

Ladies and Gentlemen:

         Liberty All-Star Equity Fund,  Variable Series (the "Fund") is a series
of the Liberty Variable Investment Trust (the "Trust"),  a diversified  open-end
investment  company  registered  under the  Investment  Company Act of 1940 (the
"Act"), and is subject to the rules and regulations promulgated thereunder.

         Liberty  Advisor  Services  Corp.  ("LASC") is the manager of the Fund.
Pursuant to the Management and Sub-Advisory Agreement of even date herewith (the
"Management and Sub-Advisory Agreement") among the Trust, on behalf of the Fund,
LASC and Liberty Asset Management  Company (the "Fund Manager"),  LASC delegates
to the Fund Manager  responsibility  for  investment  management of the Fund. In
furtherance  thereof,  the  Fund  Manager  evaluates  and  recommends  portfolio
managers  for the Fund and is  responsible  for certain  administrative  matters
relating to the Fund.

         l. Employment as a Portfolio  Manager.  The Trust being duly authorized
hereby employs Oppenheimer Capital (the "Portfolio  Manager") as a discretionary
portfolio manager, on the terms and conditions set forth herein, of those assets
of the Fund which the Fund Manager determines to assign to the Portfolio Manager
(those assets being  referred to as the "Fund  Account").  The Fund Manager may,
from time to time, make additions to and withdrawals from the Fund Account.

         2.  Acceptance of Employment;  Standard of  Performance.  The Portfolio
Manager accepts its employment as a discretionary  portfolio  manager and agrees
to use its best professional  judgment to make timely  investment  decisions for
the Fund Account in accordance with the provisions of this Agreement.

         3. Portfolio  Management  Services of Portfolio  Manager.  In providing
portfolio  management services to the Fund Account,  the Portfolio Manager shall
be subject to the investment  objectives,  policies and restrictions of the Fund
as set forth in the Trust's current registration statement under the Act (as the
same may be modified from time to time),  and the  investment  restrictions  set
forth in the Act and the Rules  thereunder  (as and to the  extent  set forth in
such registration statement or in other documentation furnished to the Portfolio
Manager by the Fund or the Fund Manager),  to the supervision and control of the
Trustees  of the  Trust  (the  "Trustees"),  and to  instructions  from the Fund
Manager. The Portfolio Manager shall not, without the prior approval of the Fund
or the Fund Manager, effect any transactions which would cause the Fund Account,
treated  as a  separate  fund,  to  be  out  of  compliance  with  any  of  such
restrictions or policies.

         4.  Transaction  Procedures.  All portfolio  transactions  for the Fund
Account will be  consummated  by payment to or delivery by the  custodian of the
assets of the Fund (the  "Custodian"),  or such depositories or agents as may be
designated by the  Custodian in writing,  as custodian for the Fund, of all cash
and/or  securities  due to or from the Fund Account,  and the Portfolio  Manager
shall not have possession or custody thereof or any  responsibility or liability
with respect to such custody.  The Portfolio Manager shall advise and confirm in
writing to the Custodian all investment orders for the Fund Account placed by it
with  brokers  and dealers at the time and in the manner set forth in Schedule A
hereto (as Schedule A may be amended from time to time). The Fund shall issue to
the Custodian such  instructions  as may be  appropriate in connection  with the
settlement of any transaction initiated by the Portfolio Manager. The Fund shall
be responsible for all custodial  arrangements  and the payment of all custodial
charges and fees,  and, upon giving proper  instructions  to the Custodian,  the
Portfolio  Manager  shall have no  responsibility  or liability  with respect to
custodial arrangements or the acts, omissions or other conduct of the Custodian.

         5. Allocation of Brokerage.  The Portfolio Manager shall have authority
and discretion to select brokers and dealers to execute  portfolio  transactions
initiated by the Portfolio Manager, and to select the markets on or in which the
transaction will be executed.
<TABLE>
<CAPTION>
<S>               <C>
         A        In doing so, the Portfolio Manager's primary responsibility shall be to seek to obtain best net
                  price and execution for the Fund. However, this responsibility shall not obligate the Portfolio
                  Manager to solicit competitive bids for each transaction or to seek the lowest available
                  commission cost to the Fund, so long as the Portfolio Manager reasonably believes that the
                  broker or dealer selected by it can be expected to obtain a "best execution" market price on
                  the particular transaction and determines in good faith that the commission cost is reasonable
                  in relation to the value of the brokerage and research services (as defined in Section 28(e)(3)
                  of the Securities Exchange Act of 1934) provided by such broker or dealer to the Portfolio
                  Manager viewed in terms of either that particular transaction or of the Portfolio Manager's
                  overall responsibilities with respect to its clients, including the Fund, as to which the
                  Portfolio Manager exercises investment discretion, notwithstanding that the Fund may not be the
                  direct or exclusive beneficiary of any such services or that another broker may be willing to
                  charge the Fund a lower commission on the particular transaction.

         B.       Subject to the requirements of paragraph A above, the Fund Manager shall have the right to
                  request that transactions giving rise to brokerage commissions shall be executed by brokers and
                  dealers (and in amounts), to be agreed upon from time to time between the Fund Manager and the
                  Portfolio Manager, that provide brokerage or research services to the Fund or the Fund Manager,
                  or as to which an on-going relationship will be of value to the Fund in the management of its
                  assets, which services and relationship may, but need not, be of direct benefit to the Fund
                  Account. Notwithstanding any other provision of this Agreement, the Portfolio Manager shall not
                  be responsible under paragraph A above with respect to transactions executed through any such
                  broker or dealer.
</TABLE>

         C.       The   Portfolio   Manager  shall  not  execute  any  portfolio
                  transactions  for the Fund  Account  with a broker  or  dealer
                  which is an "affiliated person" (as defined in the Act) of the
                  Fund, the Portfolio  Manager or any other Portfolio Manager of
                  the Fund without the prior written  approval of the Fund.  The
                  Fund will provide the Portfolio Manager with a list of brokers
                  and dealers which are "affiliated  persons" of the Fund or its
                  Portfolio Managers.

         6. Proxies. The Portfolio Manager will vote all proxies solicited by or
with  respect to the issuers of  securities  in which assets of the Fund Account
may be invested from time to time in  accordance  with such policies as shall be
determined by the Fund Manager.

         7. Fees for Services.  As its  compensation for its services under this
Agreement,  the Fund Manager will pay the Portfolio Manager monthly in arrears a
fee at an annual rate equal to 0.30% of the net asset value of the Fund Account.
The fee  shall be  accrued  for each  calendar  day and the sum of the daily fee
accruals  shall be paid monthly on or before the  fifteenth day of the following
calendar  month.  The  daily  accruals  of  the  fee  will  be  computed  by (i)
multiplying  the annual  percentage  rate  referred to above by the fraction the
numerator of which is one and the  denominator of which is the number of days in
the year, and (ii) multiplying the product obtained pursuant to clause (i) above
by the net asset value of the Fund Account as determined in accordance  with the
Trust's  Prospectus  as of the  previous  day on  which  the  Fund  was open for
business.  The  foregoing  fee shall be prorated for any month during which this
Agreement  is in  effect  for  only a  portion  of the  month.  Pursuant  to the
Management and Sub-Advisory  Agreement,  the Fund Manager is solely  responsible
for the payment of fees to the  Portfolio  Manager,  and the  Portfolio  Manager
agrees to seek payment of its fees solely from the Fund Manager.

         8. Other  Investment  Activities  of  Portfolio  Manager.  The Trust on
behalf of the Fund acknowledges that the Portfolio Manager or one or more of its
affiliates has investment  responsibilities,  renders  investment  advice to and
performs other investment  advisory  services for other  individuals or entities
("Client  Accounts"),  and that the Portfolio Manager,  its affiliates or any of
its or their directors,  officers, agents or employees may buy, sell or trade in
any securities for its or their  respective  accounts  ("Affiliated  Accounts").
Subject to the provisions of paragraph 2 hereof, the Trust on behalf of the Fund
agrees that the Portfolio  Manager or its affiliates may give advice or exercise
investment  responsibility  and take such  other  action  with  respect to other
Client  Accounts and Affiliated  Accounts which may differ from the advice given
or the  timing or  nature of action  taken  with  respect  to the Fund  Account,
provided that the Portfolio  Manager acts in good faith,  and provided  further,
that it is the Portfolio  Manager's  policy to allocate,  within its  reasonable
discretion,  investment  opportunities to the Fund Account over a period of time
on a fair and equitable basis relative to the Client Accounts and the Affiliated
Accounts,  taking into account the cash position and the  investment  objectives
and policies of the Fund and any  specific  investment  restrictions  applicable
thereto.  The Trust on behalf of the Fund  acknowledges  that one or more Client
Accounts  and  Affiliated  Accounts  may at any time  hold,  acquire,  increase,
decrease,  dispose of or otherwise  deal with  positions in investments in which
the Fund Account may have an interest from time to time, whether in transactions
which involve the Fund Account or otherwise. The Portfolio Manager shall have no
obligation  to acquire for the Fund Account a position in any  investment  which
any Client Account or Affiliated Account may acquire, and the Fund shall have no
first refusal,  coinvestment or other rights in respect of any such  investment,
either for the Fund Account or otherwise.

         9. Limitation of Liability.  The Portfolio  Manager shall not be liable
for any action  taken,  omitted or suffered to be taken by it in its  reasonable
judgment,  in good  faith and  believed  by it to be  authorized  or within  the
discretion  or rights  or  powers  conferred  upon it by this  Agreement,  or in
accordance with (or in the absence of) specific  directions or instructions from
the Fund or the Fund  Manager,  provided,  however,  that such acts or omissions
shall not have resulted from the Portfolio  Manager's willful  misfeasance,  bad
faith or gross  negligence,  a violation of the standard of care  established by
and applicable to the Portfolio  Manager in its actions under paragraph 2 hereof
or breach of its duty or of its obligations  hereunder (provided,  however, that
the  foregoing  shall not be  construed  to protect the  Portfolio  Manager from
liability in violation of Section 17(i) of the Act).

         10.  Confidentiality.  Subject to the duty of the Portfolio Manager and
the Fund to comply with applicable  law,  including any demand of any regulatory
or taxing  authority  having  jurisdiction,  the parties  hereto  shall treat as
confidential  all information  pertaining to the Fund Account and the actions of
the Portfolio Manager and the Fund in respect thereof.

         11.  Assignment.  This Agreement shall terminate  automatically  in the
event of its assignment,  as that term is defined in Section 2(a)(4) of the Act.
The Portfolio  Manager shall notify the Fund in writing  sufficiently in advance
of any proposed change of control,  as defined in Section 2(a)(9) of the Act, as
will enable the Fund to  consider  whether an  assignment  as defined in Section
2(a)(4) of the Act will occur,  and whether to take the steps necessary to enter
into a new contract with the Portfolio Manager.

         12.  Representations,  Warranties and Agreements of the Fund. The Trust
on behalf of the Fund represents, warrants and agrees that:

         A.       The  Portfolio  Manager  has been duly  appointed  to  provide
                  investment  services  to  the  Fund  Account  as  contemplated
                  hereby.

         B.       The Trust on behalf of the Fund will deliver to the  Portfolio
                  Manager  a  true  and  complete   copy  of  its  then  current
                  registration statement as effective from time to time and such
                  other documents  governing the investment of the Fund Account,
                  or such other  information  as is necessary  for the Portfolio
                  Manager to carry out its obligations under this Agreement.

         13.  Representations,   Warranties  and  Agreements  of  the  Portfolio
Manager. The Portfolio Manager represents, warrants and agrees that:

         A.       It is registered as an "Investment Adviser" under the
                  Investment Advisers Act of 1940
                  ("Advisers Act").

         B.       It will  maintain,  keep current and preserve on behalf of the
                  Fund,  in the manner  required or permitted by the Act and the
                  Rules  thereunder,  the records  identified  in Schedule B (as
                  Schedule B may be amended  from time to time).  The  Portfolio
                  Manager agrees that such records are the property of the Fund,
                  and will be surrendered to the Fund promptly upon request.

         C.       It will maintain in effect a written code of ethics  complying
                  with the  requirements  of Rule l7j-l under the Act. Within 45
                  days  of the end of  each  year  while  this  Agreement  is in
                  effect, an officer or general partner of the Portfolio Manager
                  shall  certify  to the Fund  that the  Portfolio  Manager  has
                  complied  with  the  requirements  of Rule  l7j-l  during  the
                  previous year and that there has been no violation of its code
                  of  ethics  or,  if  such  a  violation  has  occurred,   that
                  appropriate action was taken in response to such violation.

         D.       Upon request,  the Portfolio  Manager will promptly supply the
                  Trust with any  information  concerning the Portfolio  Manager
                  and its stockholders, employees and affiliates which the Trust
                  may reasonably  require in connection  with the preparation of
                  its registration statement,  proxy material, reports and other
                  documents  relating to the Fund required to be filed under the
                  Act,  the  Securities   Act  of  1933,  or  other   applicable
                  securities laws.
<TABLE>
<CAPTION>
<S>                  <C>
         E.        Reference is hereby made to the Declaration of Trust dated March 4, 1993, as amended,
                  establishing the Trust, a copy of which has been filed with the Secretary of the Commonwealth
                  of Massachusetts and elsewhere as required by law, and to any and all amendments thereto so
                  filed or hereafter filed. The name Liberty Variable Investment Trust refers to the Trustees
                  under said Declaration of Trust, as Trustees and not personally, and no Trustee, shareholder,
                  officer, agent or employee of the Trust shall be held to any personal liability hereunder or in
                  connection with the affairs of the Trust or the Fund, but only the assets of the Fund are
                  liable under this Agreement. Without limiting the generality of the foregoing, neither the
                  Portfolio Manager nor any of its officers, directors, partners, shareholders or employees
                  shall, under any circumstances, have recourse or cause or willingly permit recourse to be had
                  directly or indirectly to any personal, statutory, or other liability of any shareholder,
                  Trustee, officer, agent or employee of the Trust or of any successor of the Trust or the Fund,
                  whether such liability now exists or is hereafter incurred, for claims against the Trust
                  estate, but shall look for payment solely to the assets of the Fund or any successor thereto.
</TABLE>

         14.  Amendment.  This Agreement may be amended at any time, but only by
written agreement among the Portfolio  Manager,  the Fund Manager and the Trust,
on behalf of the Fund, which amendment, other than amendments to Schedules A and
B (which may be amended by the Fund  Manager  acting  alone),  is subject to the
approval of the Trustees and the  Shareholders  of the Fund as and to the extent
required by the Act.

         15.  Effective Date;  Term. This Agreement shall continue in effect for
two years from the date hereof and shall continue in effect thereafter  provided
such  continuance is specifically  approved at least annually by (i) the Trust's
Board of Trustees or (ii) a vote of a "majority"  (as defined in the Act) of the
Fund's  outstanding  voting  securities,  provided  that  in  either  event  the
continuance  is also approved by a majority of the Board of Trustees who are not
"interested persons" (as defined in the Act) of any party to this Agreement,  by
vote  cast in  person  at a meeting  called  for the  purpose  of voting on such
approval.  The  aforesaid  requirement  that  continuance  of this  Agreement be
"specifically  approved  at  least  annually"  shall  be  construed  in a manner
consistent with the Act and the Rules and Regulations thereunder.

         16. Termination. This Agreement may be terminated by any party, without
penalty,  immediately upon written notice to the other parties in the event of a
breach of any provision  thereof by a party so notified,  or otherwise  upon not
less than thirty (30) days' written notice to the Portfolio  Manager in the case
of termination by the Trust on behalf of the Fund or the Fund Manager, or ninety
(90)  days'  written  notice to the Trust  and the Fund  Manager  in the case of
termination by the Portfolio Manager,  but any such termination shall not affect
the status, obligations or liabilities of any party hereto to the other parties.

         17.  Applicable  Law. To the extent that state law is not  preempted by
the provisions of any law of the United States heretofore or hereafter  enacted,
as the  same  may be  amended  from  time  to  time,  this  Agreement  shall  be
administered,  construed and enforced  according to the laws of the Commonwealth
of Massachusetts.

         18.  Severability.  If any term or condition of this Agreement shall be
invalid or unenforceable to any extent or in any application, then the remainder
of this Agreement,  and such term or condition  except to such extent or in such
application,  shall  not be  affected  thereby,  and  each  and  every  term and
condition of this  Agreement  shall be valid and enforced to the fullest  extent
and in the broadest application permitted by law.

         IN WITNESS WHEREOF, the parties have hereunto set their hands as of the
date first written above.

LIBERTY VARIABLE INVESTMENT TRUST on its own behalf and on behalf of the Liberty
  All-Star Equity Fund, Variable Series


By: Stephen E. Gibson
Title: President

LIBERTY ASSET MANAGEMENT COMPANY


By: William R. Parmentier
Title: President, Chief Executive Officer and Chief Investment Officer


ACCEPTED AND AGREED TO:

Oppenheimer Capital


By: James P. McCaughan

Name:James P. McCaughan

Title:COO



<PAGE>



                                  SCHEDULES: *

                            A. Operational Procedures
                         B. Record Keeping Requirements


* The  Schedules  relate to  day-to-day  operational  logistics and to technical
compliance matters.

                                                             Schedule A

                  LIBERTY ALL-STAR EQUITY FUND, VARIABLE SERIES

                             Operational Procedures

         In order to facilitate operations efficiency,  it will be necessary for
a  flow  of  information  to be  supplied  to  The  Chase  Manhattan  Bank  (the
Custodian), and Colonial Management Associates, Inc. (the Administrator).

         The Portfolio  Manager must furnish Colonial with daily  information as
to executed trades,  no later than 12:00 p.m.  (Eastern time) on trade date plus
one to ensure the information is processed in time for pricing.  If there are no
trades,  a report must also be sent  stating  there were no trades for that day.
The necessary  information can be transmitted via facsimile machine to Colonial,
Attention John  Papoutsis,  (the direct line to the machine is (617)  585-4251).
Upon receipt of brokers' confirmation the Portfolio Manager or the Administrator
must notify the other party if any differences exist. The reporting of trades by
the Portfolio Manager to Colonial shall include the following information:

1.       Purchase or sale
2.       Security name and description
3.       Cusip and ticker symbol
4.       Number of shares or units
5.       Sale/purchase price per share or unit
6.       Commission rate per share and aggregate commission or indicate net if
         so
7.       Executing broker and clearing bank, if any
8.       Trade date
9.       Settlement date
10.      Interest purchased or sold, if applicable
11.      Total net amount of the transaction
12.      If other than HIGH COST is to be used on a sale, it must be identified
13.      Name of Fund and Manager must be identified on trade ticket
14.      Sequential numbering of all trades is also recommended

For confirmation of trades, please advise the brokers to use the Custodian's DTC
ID system number (No.  27028) to facilitate  the receipt of  information  by the
Custodian. In addition, the Portfolio Manager should arrange to have a duplicate
confirmation sent to Colonial  Management Assoc. as an interested party.  Please
have confirms linked to CMA's existing sign on: N199.

1.       All DTC Eligible Securities

              Depository Trust Company (DTC)
              Agent Bank Name:  Chase Manhattan Bank
              Agent Bank Number:  27028
              Agent Bank Clearing Number:  902

2.       Delivery Instructions
     All Physical Securities
              Chase Manhattan Bank
              4 New York Plaza
              Ground Floor Window
              New York, NY  10004
              Ref:  (Name of Fund)


<PAGE>


All Government Issues Deliver through your area Federal Reserve Bank to:

              The Chase Manhattan Bank
              021000021
              CMB/CUST/Account Number/Account Name

Wire Instructions:

              The Chase Manhattan Bank
              ABA #021000021
              For credit to account 900-9-000127
              For Further Credit to
                                    Chase Account Number
                                    Chase Account Name

The Custodian will supply the Portfolio  Manager daily with a cash  availability
report.  This will  normally be done by fax so that the  Portfolio  Manager will
know the amount available for investment purposes.


<PAGE>


                                                                     Schedule B

                  LIBERTY ALL-STAR EQUITY FUND, VARIABLE SERIES

                         Portfolio Management Agreement

                RECORDS TO BE MAINTAINED BY THE PORTFOLIO MANAGER

1.   (Rule 31a-1(b)(5) and (6)). A record of each brokerage order, and all other
     portfolio  purchases and sales, given by the Portfolio Manager on behalf of
     the Fund for, or in connection  with,  the purchase or sale of  securities,
     whether executed or unexecuted. Such records shall include:

A.       The name of the broker;

B.       The terms and conditions of the order and of any modifications or
cancellation thereof;

C.       The time of entry or cancellation;

D.       The price at which executed;

E.       The time or receipt of a report of execution; and

F. The name of the person who placed the order on behalf of the Fund.

2.   (Rule 31a-1(b)(9)).  A record for each fiscal quarter, completed within ten
     (10) days after the end of the quarter,  showing  specifically the basis or
     bases upon which the  allocation  of orders  for the  purchase  and sale of
     portfolio  securities  to named  brokers or dealers was  effected,  and the
     division of brokerage  commissions or other  compensation  on such purchase
     and sale orders. Such record:

A.       Shall include the consideration given to:

(i)      The sale of shares of the Fund by brokers or dealers.

(ii) The supplying of services or benefits by brokers or dealers to:

(a)      The Fund;

(b)      The Manager (Liberty Asset Management Company);

(c)      The Portfolio Manager; and

(d) Any person other than the foregoing.

(iii) Any other  consideration  other than the technical  qualifications  of the
brokers and dealers as such.

B. Shall show the nature of the services or benefits made available.

C.

<PAGE>


     Shall describe in detail the application of any general or specific formula
         or other  determinant  used in arriving at such  allocation of purchase
         and sale orders and such  division of  brokerage  commissions  or other
         compensation.

D.       The name of the person responsible for making the determination of such
         allocation  and  such  division  of  brokerage   commissions  or  other
         compensation.

3.    (Rule  31a-a(b)(10)).  A record in the form of an  appropriate  memorandum
      identifying  the person or persons,  committees or groups  authorizing the
      purchase or sale of portfolio  securities.  Where an authorization is made
      by a  committee  or  group,  a record  shall  be kept of the  names of its
      members who participate in the  authorization.  There shall be retained as
      part  of  this  record:  any  memorandum,  recommendation  or  instruction
      supporting or authorizing the purchase or sale of portfolio securities and
      such other information as is appropriate to support the authorization.(1)

4.    (Rule 31a-1(f)). Such accounts, books and other documents as a required to
      be  maintained  by  registered  investment  advisers by rule adopted under
      Section 204 of the  Investment  Advisers  Act of 1940,  to the extent such
      records are necessary or  appropriate  to record the  Portfolio  Manager's
      transactions with the Fund.


- --------
1 Such information  might include:  the current Form 10-K,  annual and quarterly
reports, press releases, reports by analysts and from brokerage firms (including
their  recommendation;  i.e.,  buy,  sell,  hold)  or any  internal  reports  or
portfolio manager reviews.



                        PORTFOLIO MANAGEMENT AGREEMENT
                         WITH LAMCO'S PORTFOLIO MANAGERS


                               as of June 18, 1999



Westwood Management Corporation
300 Crescent Court, Suite 1320
Dallas, TX 75238

         Re       Portfolio Management Agreement

Ladies and Gentlemen:

         Liberty All-Star Equity Fund,  Variable Series (the "Fund") is a series
of the Liberty Variable Investment Trust (the "Trust"),  a diversified  open-end
investment  company  registered  under the  Investment  Company Act of 1940 (the
"Act"), and is subject to the rules and regulations promulgated thereunder.

         Liberty  Advisor  Services  Corp.  ("LASC") is the manager of the Fund.
Pursuant to the Management and Sub-Advisory Agreement of even date herewith (the
"Management and Sub-Advisory Agreement") among the Trust, on behalf of the Fund,
LASC and Liberty Asset Management  Company (the "Fund Manager"),  LASC delegates
to the Fund Manager  responsibility  for  investment  management of the Fund. In
furtherance  thereof,  the  Fund  Manager  evaluates  and  recommends  portfolio
managers  for the Fund and is  responsible  for certain  administrative  matters
relating to the Fund.

         l. Employment as a Portfolio  Manager.  The Trust being duly authorized
hereby employs Westwood  Management  Corporation (the "Portfolio  Manager") as a
discretionary  portfolio manager,  on the terms and conditions set forth herein,
of those assets of the Fund which the Fund Manager  determines  to assign to the
Portfolio  Manager (those assets being referred to as the "Fund  Account").  The
Fund Manager may, from time to time, make additions to and withdrawals  from the
Fund Account.

         2.  Acceptance of Employment;  Standard of  Performance.  The Portfolio
Manager accepts its employment as a discretionary  portfolio  manager and agrees
to use its best professional  judgment to make timely  investment  decisions for
the Fund Account in accordance with the provisions of this Agreement.

         3. Portfolio  Management  Services of Portfolio  Manager.  In providing
portfolio  management services to the Fund Account,  the Portfolio Manager shall
be subject to the investment  objectives,  policies and restrictions of the Fund
as set forth in the Trust's current registration statement under the Act (as the
same may be modified from time to time),  and the  investment  restrictions  set
forth in the Act and the Rules  thereunder  (as and to the  extent  set forth in
such registration statement or in other documentation furnished to the Portfolio
Manager by the Fund or the Fund Manager),  to the supervision and control of the
Trustees  of the  Trust  (the  "Trustees"),  and to  instructions  from the Fund
Manager. The Portfolio Manager shall not, without the prior approval of the Fund
or the Fund Manager, effect any transactions which would cause the Fund Account,
treated  as a  separate  fund,  to  be  out  of  compliance  with  any  of  such
restrictions or policies.

         4.  Transaction  Procedures.  All portfolio  transactions  for the Fund
Account will be  consummated  by payment to or delivery by the  custodian of the
assets of the Fund (the  "Custodian"),  or such depositories or agents as may be
designated by the  Custodian in writing,  as custodian for the Fund, of all cash
and/or  securities  due to or from the Fund Account,  and the Portfolio  Manager
shall not have possession or custody thereof or any  responsibility or liability
with respect to such custody.  The Portfolio Manager shall advise and confirm in
writing to the Custodian all investment orders for the Fund Account placed by it
with  brokers  and dealers at the time and in the manner set forth in Schedule A
hereto (as Schedule A may be amended from time to time). The Fund shall issue to
the Custodian such  instructions  as may be  appropriate in connection  with the
settlement of any transaction initiated by the Portfolio Manager. The Fund shall
be responsible for all custodial  arrangements  and the payment of all custodial
charges and fees,  and, upon giving proper  instructions  to the Custodian,  the
Portfolio  Manager  shall have no  responsibility  or liability  with respect to
custodial arrangements or the acts, omissions or other conduct of the Custodian.

         5. Allocation of Brokerage.  The Portfolio Manager shall have authority
and discretion to select brokers and dealers to execute  portfolio  transactions
initiated by the Portfolio Manager, and to select the markets on or in which the
transaction will be executed.
<TABLE>
<CAPTION>
<S>                <C>
         A        In doing so, the Portfolio Manager's primary responsibility shall be to seek to obtain best net
                  price and execution for the Fund. However, this responsibility shall not obligate the Portfolio
                  Manager to solicit competitive bids for each transaction or to seek the lowest available
                  commission cost to the Fund, so long as the Portfolio Manager reasonably believes that the
                  broker or dealer selected by it can be expected to obtain a "best execution" market price on
                  the particular transaction and determines in good faith that the commission cost is reasonable
                  in relation to the value of the brokerage and research services (as defined in Section 28(e)(3)
                  of the Securities Exchange Act of 1934) provided by such broker or dealer to the Portfolio
                  Manager viewed in terms of either that particular transaction or of the Portfolio Manager's
                  overall responsibilities with respect to its clients, including the Fund, as to which the
                  Portfolio Manager exercises investment discretion, notwithstanding that the Fund may not be the
                  direct or exclusive beneficiary of any such services or that another broker may be willing to
                  charge the Fund a lower commission on the particular transaction.

         B.       Subject to the requirements of paragraph A above, the Fund Manager shall have the right to
                  request that transactions giving rise to brokerage commissions shall be executed by brokers and
                  dealers (and in amounts), to be agreed upon from time to time between the Fund Manager and the
                  Portfolio Manager, that provide brokerage or research services to the Fund or the Fund Manager,
                  or as to which an on-going relationship will be of value to the Fund in the management of its
                  assets, which services and relationship may, but need not, be of direct benefit to the Fund
                  Account. Notwithstanding any other provision of this Agreement, the Portfolio Manager shall not
                  be responsible under paragraph A above with respect to transactions executed through any such
                  broker or dealer.
</TABLE>

         C.       The   Portfolio   Manager  shall  not  execute  any  portfolio
                  transactions  for the Fund  Account  with a broker  or  dealer
                  which is an "affiliated person" (as defined in the Act) of the
                  Fund, the Portfolio  Manager or any other Portfolio Manager of
                  the Fund without the prior written  approval of the Fund.  The
                  Fund will provide the Portfolio Manager with a list of brokers
                  and dealers which are "affiliated  persons" of the Fund or its
                  Portfolio Managers.

         6. Proxies. The Portfolio Manager will vote all proxies solicited by or
with  respect to the issuers of  securities  in which assets of the Fund Account
may be invested from time to time in  accordance  with such policies as shall be
determined by the Fund Manager.

         7. Fees for Services.  As its  compensation for its services under this
Agreement,  the Fund Manager will pay the Portfolio Manager monthly in arrears a
fee at an annual rate equal to 0.30% of the net asset value of the Fund Account.
The fee  shall be  accrued  for each  calendar  day and the sum of the daily fee
accruals  shall be paid monthly on or before the  fifteenth day of the following
calendar  month.  The  daily  accruals  of  the  fee  will  be  computed  by (i)
multiplying  the annual  percentage  rate  referred to above by the fraction the
numerator of which is one and the  denominator of which is the number of days in
the year, and (ii) multiplying the product obtained pursuant to clause (i) above
by the net asset value of the Fund Account as determined in accordance  with the
Trust's  Prospectus  as of the  previous  day on  which  the  Fund  was open for
business.  The  foregoing  fee shall be prorated for any month during which this
Agreement  is in  effect  for  only a  portion  of the  month.  Pursuant  to the
Management and Sub-Advisory  Agreement,  the Fund Manager is solely  responsible
for the payment of fees to the  Portfolio  Manager,  and the  Portfolio  Manager
agrees to seek payment of its fees solely from the Fund Manager.

         8. Other  Investment  Activities  of  Portfolio  Manager.  The Trust on
behalf of the Fund acknowledges that the Portfolio Manager or one or more of its
affiliates has investment  responsibilities,  renders  investment  advice to and
performs other investment  advisory  services for other  individuals or entities
("Client  Accounts"),  and that the Portfolio Manager,  its affiliates or any of
its or their directors,  officers, agents or employees may buy, sell or trade in
any securities for its or their  respective  accounts  ("Affiliated  Accounts").
Subject to the provisions of paragraph 2 hereof, the Trust on behalf of the Fund
agrees that the Portfolio  Manager or its affiliates may give advice or exercise
investment  responsibility  and take such  other  action  with  respect to other
Client  Accounts and Affiliated  Accounts which may differ from the advice given
or the  timing or  nature of action  taken  with  respect  to the Fund  Account,
provided that the Portfolio  Manager acts in good faith,  and provided  further,
that it is the Portfolio  Manager's  policy to allocate,  within its  reasonable
discretion,  investment  opportunities to the Fund Account over a period of time
on a fair and equitable basis relative to the Client Accounts and the Affiliated
Accounts,  taking into account the cash position and the  investment  objectives
and policies of the Fund and any  specific  investment  restrictions  applicable
thereto.  The Trust on behalf of the Fund  acknowledges  that one or more Client
Accounts  and  Affiliated  Accounts  may at any time  hold,  acquire,  increase,
decrease,  dispose of or otherwise  deal with  positions in investments in which
the Fund Account may have an interest from time to time, whether in transactions
which involve the Fund Account or otherwise. The Portfolio Manager shall have no
obligation  to acquire for the Fund Account a position in any  investment  which
any Client Account or Affiliated Account may acquire, and the Fund shall have no
first refusal,  coinvestment or other rights in respect of any such  investment,
either for the Fund Account or otherwise.

         9. Limitation of Liability.  The Portfolio  Manager shall not be liable
for any action  taken,  omitted or suffered to be taken by it in its  reasonable
judgment,  in good  faith and  believed  by it to be  authorized  or within  the
discretion  or rights  or  powers  conferred  upon it by this  Agreement,  or in
accordance with (or in the absence of) specific  directions or instructions from
the Fund or the Fund  Manager,  provided,  however,  that such acts or omissions
shall not have resulted from the Portfolio  Manager's willful  misfeasance,  bad
faith or gross  negligence,  a violation of the standard of care  established by
and applicable to the Portfolio  Manager in its actions under paragraph 2 hereof
or breach of its duty or of its obligations  hereunder (provided,  however, that
the  foregoing  shall not be  construed  to protect the  Portfolio  Manager from
liability in violation of Section 17(i) of the Act).

         10.  Confidentiality.  Subject to the duty of the Portfolio Manager and
the Fund to comply with applicable  law,  including any demand of any regulatory
or taxing  authority  having  jurisdiction,  the parties  hereto  shall treat as
confidential  all information  pertaining to the Fund Account and the actions of
the Portfolio Manager and the Fund in respect thereof.

         11.  Assignment.  This Agreement shall terminate  automatically  in the
event of its assignment,  as that term is defined in Section 2(a)(4) of the Act.
The Portfolio  Manager shall notify the Fund in writing  sufficiently in advance
of any proposed change of control,  as defined in Section 2(a)(9) of the Act, as
will enable the Fund to  consider  whether an  assignment  as defined in Section
2(a)(4) of the Act will occur,  and whether to take the steps necessary to enter
into a new contract with the Portfolio Manager.

         12.  Representations,  Warranties and Agreements of the Fund. The Trust
on behalf of the Fund represents, warrants and agrees that:

         A.       The  Portfolio  Manager  has been duly  appointed  to  provide
                  investment  services  to  the  Fund  Account  as  contemplated
                  hereby.

         B.       The Trust on behalf of the Fund will deliver to the  Portfolio
                  Manager  a  true  and  complete   copy  of  its  then  current
                  registration statement as effective from time to time and such
                  other documents  governing the investment of the Fund Account,
                  or such other  information  as is necessary  for the Portfolio
                  Manager to carry out its obligations under this Agreement.

         13.  Representations,   Warranties  and  Agreements  of  the  Portfolio
Manager. The Portfolio Manager represents, warrants and agrees that:

         A.       It is registered as an "Investment Adviser" under the
                  Investment Advisers Act of 1940
                  ("Advisers Act").

         B.       It will  maintain,  keep current and preserve on behalf of the
                  Fund,  in the manner  required or permitted by the Act and the
                  Rules  thereunder,  the records  identified  in Schedule B (as
                  Schedule B may be amended  from time to time).  The  Portfolio
                  Manager agrees that such records are the property of the Fund,
                  and will be surrendered to the Fund promptly upon request.

         C.       It will maintain in effect a written code of ethics  complying
                  with the  requirements  of Rule l7j-l under the Act. Within 45
                  days  of the end of  each  year  while  this  Agreement  is in
                  effect, an officer or general partner of the Portfolio Manager
                  shall  certify  to the Fund  that the  Portfolio  Manager  has
                  complied  with  the  requirements  of Rule  l7j-l  during  the
                  previous year and that there has been no violation of its code
                  of  ethics  or,  if  such  a  violation  has  occurred,   that
                  appropriate action was taken in response to such violation.

         D.       Upon request,  the Portfolio  Manager will promptly supply the
                  Trust with any  information  concerning the Portfolio  Manager
                  and its stockholders, employees and affiliates which the Trust
                  may reasonably  require in connection  with the preparation of
                  its registration statement,  proxy material, reports and other
                  documents  relating to the Fund required to be filed under the
                  Act,  the  Securities   Act  of  1933,  or  other   applicable
                  securities laws.
<TABLE>
<CAPTION>
<S>                 <C>

         E.        Reference is hereby made to the Declaration of Trust dated March 4, 1993, as amended,
                  establishing the Trust, a copy of which has been filed with the Secretary of the Commonwealth
                  of Massachusetts and elsewhere as required by law, and to any and all amendments thereto so
                  filed or hereafter filed. The name Liberty Variable Investment Trust refers to the Trustees
                  under said Declaration of Trust, as Trustees and not personally, and no Trustee, shareholder,
                  officer, agent or employee of the Trust shall be held to any personal liability hereunder or in
                  connection with the affairs of the Trust or the Fund, but only the assets of the Fund are
                  liable under this Agreement. Without limiting the generality of the foregoing, neither the
                  Portfolio Manager nor any of its officers, directors, partners, shareholders or employees
                  shall, under any circumstances, have recourse or cause or willingly permit recourse to be had
                  directly or indirectly to any personal, statutory, or other liability of any shareholder,
                  Trustee, officer, agent or employee of the Trust or of any successor of the Trust or the Fund,
                  whether such liability now exists or is hereafter incurred, for claims against the Trust
                  estate, but shall look for payment solely to the assets of the Fund or any successor thereto.
</TABLE>

         14.  Amendment.  This Agreement may be amended at any time, but only by
written agreement among the Portfolio  Manager,  the Fund Manager and the Trust,
on behalf of the Fund, which amendment, other than amendments to Schedules A and
B (which may be amended by the Fund  Manager  acting  alone),  is subject to the
approval of the Trustees and the  Shareholders  of the Fund as and to the extent
required by the Act.

         15.  Effective Date;  Term. This Agreement shall continue in effect for
two years from the date hereof and shall continue in effect thereafter  provided
such  continuance is specifically  approved at least annually by (i) the Trust's
Board of Trustees or (ii) a vote of a "majority"  (as defined in the Act) of the
Fund's  outstanding  voting  securities,  provided  that  in  either  event  the
continuance  is also approved by a majority of the Board of Trustees who are not
"interested persons" (as defined in the Act) of any party to this Agreement,  by
vote  cast in  person  at a meeting  called  for the  purpose  of voting on such
approval.  The  aforesaid  requirement  that  continuance  of this  Agreement be
"specifically  approved  at  least  annually"  shall  be  construed  in a manner
consistent with the Act and the Rules and Regulations thereunder.

         16. Termination. This Agreement may be terminated by any party, without
penalty,  immediately upon written notice to the other parties in the event of a
breach of any provision  thereof by a party so notified,  or otherwise  upon not
less than thirty (30) days' written notice to the Portfolio  Manager in the case
of termination by the Trust on behalf of the Fund or the Fund Manager, or ninety
(90)  days'  written  notice to the Trust  and the Fund  Manager  in the case of
termination by the Portfolio Manager,  but any such termination shall not affect
the status, obligations or liabilities of any party hereto to the other parties.

         17.  Applicable  Law. To the extent that state law is not  preempted by
the provisions of any law of the United States heretofore or hereafter  enacted,
as the  same  may be  amended  from  time  to  time,  this  Agreement  shall  be
administered,  construed and enforced  according to the laws of the Commonwealth
of Massachusetts.

         18.  Severability.  If any term or condition of this Agreement shall be
invalid or unenforceable to any extent or in any application, then the remainder
of this Agreement,  and such term or condition  except to such extent or in such
application,  shall  not be  affected  thereby,  and  each  and  every  term and
condition of this  Agreement  shall be valid and enforced to the fullest  extent
and in the broadest application permitted by law.

         IN WITNESS WHEREOF, the parties have hereunto set their hands as of the
date first written above.

LIBERTY VARIABLE INVESTMENT TRUST on its own behalf and on behalf of the Liberty
  All-Star Equity Fund, Variable Series


By: Stephen E. Gibson
Title: President

LIBERTY ASSET MANAGEMENT COMPANY


By: William R. Parmentier
Title: President, Chief Executive Officer and Chief Investment Officer


ACCEPTED AND AGREED TO:

Westwood Management Corporation


By: Susan M. Byrne

Name:Susan M. Byrne

Title:President




<PAGE>



                                  SCHEDULES: *

                            A. Operational Procedures
                         B. Record Keeping Requirements


* The  Schedules  relate to  day-to-day  operational  logistics and to technical
compliance matters.


                                                            Schedule A

                  LIBERTY ALL-STAR EQUITY FUND, VARIABLE SERIES

                             Operational Procedures

         In order to facilitate operations efficiency,  it will be necessary for
a  flow  of  information  to be  supplied  to  The  Chase  Manhattan  Bank  (the
Custodian), and Colonial Management Associates, Inc. (the Administrator).

         The Portfolio  Manager must furnish Colonial with daily  information as
to executed trades,  no later than 12:00 p.m.  (Eastern time) on trade date plus
one to ensure the information is processed in time for pricing.  If there are no
trades,  a report must also be sent  stating  there were no trades for that day.
The necessary  information can be transmitted via facsimile machine to Colonial,
Attention John  Papoutsis,  (the direct line to the machine is (617)  585-4251).
Upon receipt of brokers' confirmation the Portfolio Manager or the Administrator
must notify the other party if any differences exist. The reporting of trades by
the Portfolio Manager to Colonial shall include the following information:

1.       Purchase or sale
2.       Security name and description
3.       Cusip and ticker symbol
4.       Number of shares or units
5.       Sale/purchase price per share or unit
6.       Commission rate per share and aggregate commission or indicate net if
         so
7.       Executing broker and clearing bank, if any
8.       Trade date
9.       Settlement date
10.      Interest purchased or sold, if applicable
11.      Total net amount of the transaction
12.      If other than HIGH COST is to be used on a sale, it must be identified
13.      Name of Fund and Manager must be identified on trade ticket
14.      Sequential numbering of all trades is also recommended

For confirmation of trades, please advise the brokers to use the Custodian's DTC
ID system number (No.  27028) to facilitate  the receipt of  information  by the
Custodian. In addition, the Portfolio Manager should arrange to have a duplicate
confirmation sent to Colonial  Management Assoc. as an interested party.  Please
have confirms linked to CMA's existing sign on: N199.

1.       All DTC Eligible Securities

              Depository Trust Company (DTC)
              Agent Bank Name:  Chase Manhattan Bank
              Agent Bank Number:  27028
              Agent Bank Clearing Number:  902

2.       Delivery Instructions
     All Physical Securities
              Chase Manhattan Bank
              4 New York Plaza
              Ground Floor Window
              New York, NY  10004
              Ref:  (Name of Fund)


<PAGE>


All Government Issues Deliver through your area Federal Reserve Bank to:

              The Chase Manhattan Bank
              021000021
              CMB/CUST/Account Number/Account Name

Wire Instructions:

              The Chase Manhattan Bank
              ABA #021000021
              For credit to account 900-9-000127
              For Further Credit to
                                    Chase Account Number
                                    Chase Account Name

The Custodian will supply the Portfolio  Manager daily with a cash  availability
report.  This will  normally be done by fax so that the  Portfolio  Manager will
know the amount available for investment purposes.


<PAGE>


                                                                     Schedule B

                  LIBERTY ALL-STAR EQUITY FUND, VARIABLE SERIES

                         Portfolio Management Agreement

                RECORDS TO BE MAINTAINED BY THE PORTFOLIO MANAGER

1.   (Rule 31a-1(b)(5) and (6)). A record of each brokerage order, and all other
     portfolio  purchases and sales, given by the Portfolio Manager on behalf of
     the Fund for, or in connection  with,  the purchase or sale of  securities,
     whether executed or unexecuted. Such records shall include:

A.       The name of the broker;

B.       The terms and conditions of the order and of any modifications or
cancellation thereof;

C.       The time of entry or cancellation;

D.       The price at which executed;

E.       The time or receipt of a report of execution; and

F. The name of the person who placed the order on behalf of the Fund.

2.   (Rule 31a-1(b)(9)).  A record for each fiscal quarter, completed within ten
     (10) days after the end of the quarter,  showing  specifically the basis or
     bases upon which the  allocation  of orders  for the  purchase  and sale of
     portfolio  securities  to named  brokers or dealers was  effected,  and the
     division of brokerage  commissions or other  compensation  on such purchase
     and sale orders. Such record:

A.       Shall include the consideration given to:

(i)      The sale of shares of the Fund by brokers or dealers.

(ii) The supplying of services or benefits by brokers or dealers to:

(a)      The Fund;

(b)      The Manager (Liberty Asset Management Company);

(c)      The Portfolio Manager; and

(d) Any person other than the foregoing.

(iii) Any other  consideration  other than the technical  qualifications  of the
brokers and dealers as such.

B. Shall show the nature of the services or benefits made available.

C.

<PAGE>


     Shall describe in detail the application of any general or specific formula
         or other  determinant  used in arriving at such  allocation of purchase
         and sale orders and such  division of  brokerage  commissions  or other
         compensation.

D.       The name of the person responsible for making the determination of such
         allocation  and  such  division  of  brokerage   commissions  or  other
         compensation.

3.    (Rule  31a-a(b)(10)).  A record in the form of an  appropriate  memorandum
      identifying  the person or persons,  committees or groups  authorizing the
      purchase or sale of portfolio  securities.  Where an authorization is made
      by a  committee  or  group,  a record  shall  be kept of the  names of its
      members who participate in the  authorization.  There shall be retained as
      part  of  this  record:  any  memorandum,  recommendation  or  instruction
      supporting or authorizing the purchase or sale of portfolio securities and
      such other information as is appropriate to support the authorization.(1)

4.    (Rule 31a-1(f)). Such accounts, books and other documents as a required to
      be  maintained  by  registered  investment  advisers by rule adopted under
      Section 204 of the  Investment  Advisers  Act of 1940,  to the extent such
      records are necessary or  appropriate  to record the  Portfolio  Manager's
      transactions with the Fund.


- --------
1 Such information  might include:  the current Form 10-K,  annual and quarterly
reports, press releases, reports by analysts and from brokerage firms (including
their  recommendation;  i.e.,  buy,  sell,  hold)  or any  internal  reports  or
portfolio manager reviews.


                         PORTFOLIO MANAGEMENT AGREEMENT
                         WITH LAMCO'S PORTFOLIO MANAGERS


                             as of November 1, 1999



TCW Funds Management, Inc.
865 South Figueroa Street
Los Angeles, CA  90017

         Re       Portfolio Management Agreement

Ladies and Gentlemen:

         Liberty All-Star Equity Fund,  Variable Series (the "Fund") is a series
of the Liberty Variable Investment Trust (the "Trust"),  a diversified  open-end
investment  company  registered  under the  Investment  Company Act of 1940 (the
"Act"), and is subject to the rules and regulations promulgated thereunder.

         Liberty  Advisor  Services  Corp.  ("LASC") is the manager of the Fund.
Pursuant to the  Management  and  Sub-Advisory  Agreement  of November 15, 1997,
herewith (the  "Management  and  Sub-Advisory  Agreement")  among the Trust,  on
behalf of the  Fund,  LASC and  Liberty  Asset  Management  Company  (the  "Fund
Manager"),  LASC  delegates to the Fund Manager  responsibility  for  investment
management of the Fund. In furtherance  thereof,  the Fund Manager evaluates and
recommends  portfolio  managers  for the Fund  and is  responsible  for  certain
administrative matters relating to the Fund.

         l. Employment as a Portfolio  Manager.  The Trust being duly authorized
hereby  employs  TCW Funds  Management,  Inc.  (the  "Portfolio  Manager")  as a
discretionary  portfolio manager,  on the terms and conditions set forth herein,
of those assets of the Fund which the Fund Manager  determines  to assign to the
Portfolio  Manager (those assets being referred to as the "Fund  Account").  The
Fund Manager may, from time to time, make additions to and withdrawals  from the
Fund Account.

         2.  Acceptance of Employment;  Standard of  Performance.  The Portfolio
Manager accepts its employment as a discretionary  portfolio  manager and agrees
to use its best professional  judgment to make timely  investment  decisions for
the Fund Account in accordance with the provisions of this Agreement.

         3. Portfolio  Management  Services of Portfolio  Manager.  In providing
portfolio  management services to the Fund Account,  the Portfolio Manager shall
be subject to the investment  objectives,  policies and restrictions of the Fund
as set forth in the Trust's current registration statement under the Act (as the
same may be modified from time to time),  and the  investment  restrictions  set
forth in the Act and the Rules  thereunder  (as and to the  extent  set forth in
such registration statement or in other documentation furnished to the Portfolio
Manager by the Fund or the Fund Manager),  to the supervision and control of the
Trustees  of the  Trust  (the  "Trustees"),  and to  instructions  from the Fund
Manager. The Portfolio Manager shall not, without the prior approval of the Fund
or the Fund Manager, effect any transactions which would cause the Fund Account,
treated  as a  separate  fund,  to  be  out  of  compliance  with  any  of  such
restrictions or policies.

         4.  Transaction  Procedures.  All portfolio  transactions  for the Fund
Account will be  consummated  by payment to or delivery by the  custodian of the
assets of the Fund (the  "Custodian"),  or such depositories or agents as may be
designated by the  Custodian in writing,  as custodian for the Fund, of all cash
and/or  securities  due to or from the Fund Account,  and the Portfolio  Manager
shall not have possession or custody thereof or any  responsibility or liability
with respect to such custody.  The Portfolio Manager shall advise and confirm in
writing to the Custodian all investment orders for the Fund Account placed by it
with  brokers  and dealers at the time and in the manner set forth in Schedule A
hereto (as Schedule A may be amended from time to time). The Fund shall issue to
the Custodian such  instructions  as may be  appropriate in connection  with the
settlement of any transaction initiated by the Portfolio Manager. The Fund shall
be responsible for all custodial  arrangements  and the payment of all custodial
charges and fees,  and, upon giving proper  instructions  to the Custodian,  the
Portfolio  Manager  shall have no  responsibility  or liability  with respect to
custodial arrangements or the acts, omissions or other conduct of the Custodian.

         5. Allocation of Brokerage.  The Portfolio Manager shall have authority
and discretion to select brokers and dealers to execute  portfolio  transactions
initiated by the Portfolio Manager, and to select the markets on or in which the
transaction will be executed.
<TABLE>
<CAPTION>
<S>                 <C>

         A       In doing so, the Portfolio Manager's primary responsibility shall be to seek to obtain best net price and execution
                 for the Fund. However, this responsibility shall not obligate the Portfolio Manager to solicit competitive bids for
                 each transaction or to seek the lowest available commission cost to the Fund, so long as the Portfolio Manager
                 reasonably believes that the broker or dealer selected by it can be expected to obtain a "best execution" market
                 price on the particular transaction and determines in good faith that the commission cost is reasonable in relation
                 to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act
                 of 1934) provided by such broker or dealer to the Portfolio Manager viewed in terms of either that particular
                 transaction or of the Portfolio Manager's overall responsibilities with respect to its clients, including the Fund,
                 as to which the Portfolio Manager exercises investment discretion, notwithstanding that the Fund may not be the
                 direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a
                 lower commission on the particular transaction.
</TABLE>

         B.       Subject to the  requirements  of  paragraph A above,  the Fund
                  Manager  shall  have the right to  request  that  transactions
                  giving  rise to  brokerage  commissions  shall be  executed by
                  brokers and dealers (and in  amounts),  to be agreed upon from
                  time  to time  between  the  Fund  Manager  and the  Portfolio
                  Manager,  that provide  brokerage or research  services to the
                  Fund  or  the  Fund  Manager,  or  as  to  which  an  on-going
                  relationship will be of value to the Fund in the management of
                  its assets, which services and relationship may, but need not,
                  be of direct benefit to the Fund Account.  Notwithstanding any
                  other provision of this Agreement, the Portfolio Manager shall
                  not be  responsible  under  paragraph A above with  respect to
                  transactions executed through any such broker or dealer.

         C.       The   Portfolio   Manager  shall  not  execute  any  portfolio
                  transactions  for the Fund  Account  with a broker  or  dealer
                  which is an "affiliated person" (as defined in the Act) of the
                  Fund, the Portfolio  Manager or any other Portfolio Manager of
                  the Fund without the prior written  approval of the Fund.  The
                  Fund will provide the Portfolio Manager with a list of brokers
                  and dealers which are "affiliated  persons" of the Fund or its
                  Portfolio Managers.

         6. Proxies. The Portfolio Manager will vote all proxies solicited by or
with  respect to the issuers of  securities  in which assets of the Fund Account
may be invested from time to time in  accordance  with such policies as shall be
determined by the Fund Manager.

         7. Fees for Services.  As its  compensation for its services under this
Agreement,  the Fund Manager will pay the Portfolio Manager monthly in arrears a
fee at an annual rate equal to 0.30% of the net asset value of the Fund Account.
The fee  shall be  accrued  for each  calendar  day and the sum of the daily fee
accruals  shall be paid monthly on or before the  fifteenth day of the following
calendar  month.  The  daily  accruals  of  the  fee  will  be  computed  by (i)
multiplying  the annual  percentage  rate  referred to above by the fraction the
numerator of which is one and the  denominator of which is the number of days in
the year, and (ii) multiplying the product obtained pursuant to clause (i) above
by the net asset value of the Fund Account as determined in accordance  with the
Trust's  Prospectus  as of the  previous  day on  which  the  Fund  was open for
business.  The  foregoing  fee shall be prorated for any month during which this
Agreement  is in  effect  for  only a  portion  of the  month.  Pursuant  to the
Management and Sub-Advisory  Agreement,  the Fund Manager is solely  responsible
for the payment of fees to the  Portfolio  Manager,  and the  Portfolio  Manager
agrees to seek payment of its fees solely from the Fund Manager.

         8. Other  Investment  Activities  of  Portfolio  Manager.  The Trust on
behalf of the Fund acknowledges that the Portfolio Manager or one or more of its
affiliates has investment  responsibilities,  renders  investment  advice to and
performs other investment  advisory  services for other  individuals or entities
("Client  Accounts"),  and that the Portfolio Manager,  its affiliates or any of
its or their directors,  officers, agents or employees may buy, sell or trade in
any securities for its or their  respective  accounts  ("Affiliated  Accounts").
Subject to the provisions of paragraph 2 hereof, the Trust on behalf of the Fund
agrees that the Portfolio  Manager or its affiliates may give advice or exercise
investment  responsibility  and take such  other  action  with  respect to other
Client  Accounts and Affiliated  Accounts which may differ from the advice given
or the  timing or  nature of action  taken  with  respect  to the Fund  Account,
provided that the Portfolio  Manager acts in good faith,  and provided  further,
that it is the Portfolio  Manager's  policy to allocate,  within its  reasonable
discretion,  investment  opportunities to the Fund Account over a period of time
on a fair and equitable basis relative to the Client Accounts and the Affiliated
Accounts,  taking into account the cash position and the  investment  objectives
and policies of the Fund and any  specific  investment  restrictions  applicable
thereto.  The Trust on behalf of the Fund  acknowledges  that one or more Client
Accounts  and  Affiliated  Accounts  may at any time  hold,  acquire,  increase,
decrease,  dispose of or otherwise  deal with  positions in investments in which
the Fund Account may have an interest from time to time, whether in transactions
which involve the Fund Account or otherwise. The Portfolio Manager shall have no
obligation  to acquire for the Fund Account a position in any  investment  which
any Client Account or Affiliated Account may acquire, and the Fund shall have no
first refusal,  coinvestment or other rights in respect of any such  investment,
either for the Fund Account or otherwise.

         9. Limitation of Liability.  The Portfolio  Manager shall not be liable
for any action  taken,  omitted or suffered to be taken by it in its  reasonable
judgment,  in good  faith and  believed  by it to be  authorized  or within  the
discretion  or rights  or  powers  conferred  upon it by this  Agreement,  or in
accordance with (or in the absence of) specific  directions or instructions from
the Fund or the Fund  Manager,  provided,  however,  that such acts or omissions
shall not have resulted from the Portfolio  Manager's willful  misfeasance,  bad
faith or gross  negligence,  a violation of the standard of care  established by
and applicable to the Portfolio  Manager in its actions under paragraph 2 hereof
or breach of its duty or of its obligations  hereunder (provided,  however, that
the  foregoing  shall not be  construed  to protect the  Portfolio  Manager from
liability in violation of Section 17(i) of the Act).

         10.  Confidentiality.  Subject to the duty of the Portfolio Manager and
the Fund to comply with applicable  law,  including any demand of any regulatory
or taxing  authority  having  jurisdiction,  the parties  hereto  shall treat as
confidential  all information  pertaining to the Fund Account and the actions of
the Portfolio Manager and the Fund in respect thereof.

         11.  Assignment.  This Agreement shall terminate  automatically  in the
event of its assignment,  as that term is defined in Section 2(a)(4) of the Act.
The Portfolio  Manager shall notify the Fund in writing  sufficiently in advance
of any proposed change of control,  as defined in Section 2(a)(9) of the Act, as
will enable the Fund to  consider  whether an  assignment  as defined in Section
2(a)(4) of the Act will occur,  and whether to take the steps necessary to enter
into a new contract with the Portfolio Manager.

         12.  Representations,  Warranties and Agreements of the Fund. The Trust
on behalf of the Fund represents, warrants and agrees that:

         A.       The  Portfolio  Manager  has been duly  appointed  to  provide
                  investment  services  to  the  Fund  Account  as  contemplated
                  hereby.

         B.       The Trust on behalf of the Fund will deliver to the  Portfolio
                  Manager  a  true  and  complete   copy  of  its  then  current
                  registration statement as effective from time to time and such
                  other documents  governing the investment of the Fund Account,
                  or such other  information  as is necessary  for the Portfolio
                  Manager to carry out its obligations under this Agreement.

         13.  Representations,   Warranties  and  Agreements  of  the  Portfolio
Manager. The Portfolio Manager represents, warrants and agrees that:

         A.       It is registered as an "Investment Adviser" under the
Investment Advisers Act of 1940 ("Advisers Act").

         B.       It will  maintain,  keep current and preserve on behalf of the
                  Fund,  in the manner  required or permitted by the Act and the
                  Rules  thereunder,  the records  identified  in Schedule B (as
                  Schedule B may be amended  from time to time).  The  Portfolio
                  Manager agrees that such records are the property of the Fund,
                  and will be surrendered to the Fund promptly upon request.

         C.       It will maintain in effect a written code of ethics  complying
                  with the  requirements  of Rule l7j-l under the Act. Within 45
                  days  of the end of  each  year  while  this  Agreement  is in
                  effect, an officer or general partner of the Portfolio Manager
                  shall  certify  to the Fund  that the  Portfolio  Manager  has
                  complied  with  the  requirements  of Rule  l7j-l  during  the
                  previous year and that there has been no violation of its code
                  of  ethics  or,  if  such  a  violation  has  occurred,   that
                  appropriate action was taken in response to such violation.

         D.       Upon request,  the Portfolio  Manager will promptly supply the
                  Trust with any  information  concerning the Portfolio  Manager
                  and its stockholders, employees and affiliates which the Trust
                  may reasonably  require in connection  with the preparation of
                  its registration statement,  proxy material, reports and other
                  documents  relating to the Fund required to be filed under the
                  Act,  the  Securities   Act  of  1933,  or  other   applicable
                  securities laws.
<TABLE>
<CAPTION>
<S>                 <C>
         E.   Reference is hereby made to the Declaration of Trust dated March 4, 1993, as amended, establishing the Trust, a
              copy of which has been filed with the Secretary of the Commonwealth of Massachusetts and elsewhere as required by
              law, and to any and all amendments thereto so filed or hereafter filed. The name Liberty Variable Investment Trust
              refers to the Trustees under said Declaration of Trust, as Trustees and not personally, and no Trustee, shareholder,
              officer, agent or employee of the Trust shall be held to any personal liability hereunder or in connection with the
              affairs of the Trust or the Fund, but only the assets of the Fund are liable under this Agreement. Without limiting
              the generality of the foregoing, neither the Portfolio Manager nor any of its officers, directors, partners,
              shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be
              had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer,
              agent or employee of the Trust or of any successor of the Trust or the Fund, whether such liability now exists or is
              hereafter incurred, for claims against the Trust estate, but shall look for payment solely to the assets of the Fund
              or any successor thereto.
</TABLE>

         14.  Amendment.  This Agreement may be amended at any time, but only by
written agreement among the Portfolio  Manager,  the Fund Manager and the Trust,
on behalf of the Fund, which amendment, other than amendments to Schedules A and
B (which may be amended by the Fund  Manager  acting  alone),  is subject to the
approval of the Trustees and the  Shareholders  of the Fund as and to the extent
required by the Act.

         15.  Effective Date;  Term. This Agreement shall continue in effect for
two years from the date hereof and shall continue in effect thereafter  provided
such  continuance is specifically  approved at least annually by (i) the Trust's
Board of Trustees or (ii) a vote of a "majority"  (as defined in the Act) of the
Fund's  outstanding  voting  securities,  provided  that  in  either  event  the
continuance  is also approved by a majority of the Board of Trustees who are not
"interested persons" (as defined in the Act) of any party to this Agreement,  by
vote  cast in  person  at a meeting  called  for the  purpose  of voting on such
approval.  The  aforesaid  requirement  that  continuance  of this  Agreement be
"specifically  approved  at  least  annually"  shall  be  construed  in a manner
consistent with the Act and the Rules and Regulations thereunder.

         16. Termination. This Agreement may be terminated by any party, without
penalty,  immediately upon written notice to the other parties in the event of a
breach of any provision  thereof by a party so notified,  or otherwise  upon not
less than thirty (30) days' written notice to the Portfolio  Manager in the case
of termination by the Trust on behalf of the Fund or the Fund Manager, or ninety
(90)  days'  written  notice to the Trust  and the Fund  Manager  in the case of
termination by the Portfolio Manager,  but any such termination shall not affect
the status, obligations or liabilities of any party hereto to the other parties.

         17.  Applicable  Law. To the extent that state law is not  preempted by
the provisions of any law of the United States heretofore or hereafter  enacted,
as the  same  may be  amended  from  time  to  time,  this  Agreement  shall  be
administered,  construed and enforced  according to the laws of the Commonwealth
of Massachusetts.

         18.  Severability.  If any term or condition of this Agreement shall be
invalid or unenforceable to any extent or in any application, then the remainder
of this Agreement,  and such term or condition  except to such extent or in such
application,  shall  not be  affected  thereby,  and  each  and  every  term and
condition of this  Agreement  shall be valid and enforced to the fullest  extent
and in the broadest application permitted by law.

         IN WITNESS WHEREOF, the parties have hereunto set their hands as of the
date first written above.

LIBERTY VARIABLE INVESTMENT TRUST on its own behalf and on behalf of the Liberty
  All-Star Equity Fund, Variable Series


By: Nancy L. Conlin
Title: Secretary

LIBERTY ASSET MANAGEMENT COMPANY


By: William R. Parmentier
Title: President, Chief Executive Officer and Chief Investment Officer


ACCEPTED AND AGREED TO:

TCW Funds Management, Inc.


By: Patricia Navis

Name:Patricia Navis

Title:Vice President




<PAGE>



                                  SCHEDULES: *

                            A. Operational Procedures
                         B. Record Keeping Requirements


* The  Schedules  relate to  day-to-day  operational  logistics and to technical
compliance matters.


                                                            Schedule A

                  LIBERTY ALL-STAR EQUITY FUND, VARIABLE SERIES

                             Operational Procedures

         In order to facilitate operations efficiency,  it will be necessary for
a  flow  of  information  to be  supplied  to  The  Chase  Manhattan  Bank  (the
Custodian), and Colonial Management Associates, Inc. (the Administrator).

         The Portfolio  Manager must furnish Colonial with daily  information as
to executed trades,  no later than 12:00 p.m.  (Eastern time) on trade date plus
one to ensure the information is processed in time for pricing.  If there are no
trades,  a report must also be sent  stating  there were no trades for that day.
The necessary  information can be transmitted via facsimile machine to Colonial,
Attention John  Papoutsis,  (the direct line to the machine is (617)  585-4251).
Upon receipt of brokers' confirmation the Portfolio Manager or the Administrator
must notify the other party if any differences exist. The reporting of trades by
the Portfolio Manager to Colonial shall include the following information:

1.       Purchase or sale
2.       Security name and description
3.       Cusip and ticker symbol
4.       Number of shares or units
5.       Sale/purchase price per share or unit
6.       Commission rate per share and aggregate commission or indicate net if
         so
7.       Executing broker and clearing bank, if any
8.       Trade date
9.       Settlement date
10.      Interest purchased or sold, if applicable
11.      Total net amount of the transaction
12.      If other than HIGH COST is to be used on a sale, it must be identified
13.      Name of Fund and Manager must be identified on trade ticket
14.      Sequential numbering of all trades is also recommended

For confirmation of trades, please advise the brokers to use the Custodian's DTC
ID system number (No.  27028) to facilitate  the receipt of  information  by the
Custodian. In addition, the Portfolio Manager should arrange to have a duplicate
confirmation sent to Colonial  Management Assoc. as an interested party.  Please
have confirms linked to CMA's existing sign on: N199.

1.       All DTC Eligible Securities

              Depository Trust Company (DTC)
              Agent Bank Name:  Chase Manhattan Bank
              Agent Bank Number:  27028
              Agent Bank Clearing Number:  902

2.       Delivery Instructions
     All Physical Securities
              Chase Manhattan Bank
              4 New York Plaza
              Ground Floor Window
              New York, NY  10004
              Ref:  (Name of Fund)


<PAGE>


All Government Issues Deliver through your area Federal Reserve Bank to:

              The Chase Manhattan Bank
              021000021
              CMB/CUST/Account Number/Account Name

Wire Instructions:

              The Chase Manhattan Bank
              ABA #021000021
              For credit to account 900-9-000127
              For Further Credit to
                                    Chase Account Number
                                    Chase Account Name

The Custodian will supply the Portfolio  Manager daily with a cash  availability
report.  This will  normally be done by fax so that the  Portfolio  Manager will
know the amount available for investment purposes.


<PAGE>


                                                                     Schedule B

                  LIBERTY ALL-STAR EQUITY FUND, VARIABLE SERIES

                         Portfolio Management Agreement

                RECORDS TO BE MAINTAINED BY THE PORTFOLIO MANAGER

1.   (Rule 31a-1(b)(5) and (6)). A record of each brokerage order, and all other
     portfolio  purchases and sales, given by the Portfolio Manager on behalf of
     the Fund for, or in connection  with,  the purchase or sale of  securities,
     whether executed or unexecuted. Such records shall include:

A.       The name of the broker;

B.       The terms and conditions of the order and of any modifications or
cancellation thereof;

C.       The time of entry or cancellation;

D.       The price at which executed;

E.       The time or receipt of a report of execution; and

F. The name of the person who placed the order on behalf of the Fund.

2.   (Rule 31a-1(b)(9)).  A record for each fiscal quarter, completed within ten
     (10) days after the end of the quarter,  showing  specifically the basis or
     bases upon which the  allocation  of orders  for the  purchase  and sale of
     portfolio  securities  to named  brokers or dealers was  effected,  and the
     division of brokerage  commissions or other  compensation  on such purchase
     and sale orders. Such record:

A.       Shall include the consideration given to:

(i)      The sale of shares of the Fund by brokers or dealers.

(ii) The supplying of services or benefits by brokers or dealers to:

(a)      The Fund;

(b)      The Manager (Liberty Asset Management Company);

(c)      The Portfolio Manager; and

(d) Any person other than the foregoing.

(iii) Any other  consideration  other than the technical  qualifications  of the
brokers and dealers as such.

B. Shall show the nature of the services or benefits made available.

C.

<PAGE>


     Shall describe in detail the application of any general or specific formula
         or other  determinant  used in arriving at such  allocation of purchase
         and sale orders and such  division of  brokerage  commissions  or other
         compensation.

D.       The name of the person responsible for making the determination of such
         allocation  and  such  division  of  brokerage   commissions  or  other
         compensation.

3.    (Rule  31a-a(b)(10)).  A record in the form of an  appropriate  memorandum
      identifying  the person or persons,  committees or groups  authorizing the
      purchase or sale of portfolio  securities.  Where an authorization is made
      by a  committee  or  group,  a record  shall  be kept of the  names of its
      members who participate in the  authorization.  There shall be retained as
      part  of  this  record:  any  memorandum,  recommendation  or  instruction
      supporting or authorizing the purchase or sale of portfolio securities and
      such other information as is appropriate to support the authorization.(1)

4.    (Rule 31a-1(f)). Such accounts, books and other documents as a required to
      be  maintained  by  registered  investment  advisers by rule adopted under
      Section 204 of the  Investment  Advisers  Act of 1940,  to the extent such
      records are necessary or  appropriate  to record the  Portfolio  Manager's
      transactions with the Fund.


- --------
1 Such information  might include:  the current Form 10-K,  annual and quarterly
reports, press releases, reports by analysts and from brokerage firms (including
their  recommendation;  i.e.,  buy,  sell,  hold)  or any  internal  reports  or
portfolio manager reviews.






                       LIBERTY VARIABLE INVESTMENT TRUST

             CRABBE HUSON REAL ESTATE INVESTMENT FUND, VARIABLE SERIES
              COLONIAL INTERNATIONAL HORIZONS FUND, VARIABLE SERIES
                  COLONIAL GLOBAL EQUITY FUND, VARIABLE SERIES

                              MANAGEMENT AGREEMENT

         MANAGEMENT  AGREEMENT  ("Agreement"),  made this 1st day of June, 1999,
between LIBERTY VARIABLE  INVESTMENT TRUST, a business trust organized under the
laws of The Commonwealth of Massachusetts  (the "Trust"),  on its own behalf and
on behalf of Crabbe Huson Real Estate Investment Fund, Variable Series, Colonial
International  Horizons Fund,  Variable  Series and Colonial Global Equity Fund,
Variable  Series (each a "Fund," and  collectively,  the  "Funds"),  and LIBERTY
ADVISORY  SERVICES  CORP.,  a  corporation  organized  under  the  laws  of  The
Commonwealth of Massachusetts (the "Manager").

         WHEREAS,  the  Trust  has  been  organized  as an  open-end  management
investment  company registered as such under the Investment Company Act of 1940,
as amended  ("Investment  Company  Act"),  and is  authorized to issue shares of
beneficial interest in one or more separate series (each representing  interests
in a separate  portfolio of securities  and other  assets),  including the Fund,
which shares are to be issued and sold to and held by various separate  accounts
of Keyport  Life  Insurance  Company  ("Keyport"),  Independence  Life & Annuity
Insurance Company  ("Independence") and Liberty Life Assurance Company of Boston
("Liberty  Life") or separate  accounts of other  insurance  companies  that are
affiliated  or are not  affiliated  with Keyport  (collectively,  "Participating
Insurance Companies");

         WHEREAS,  the Trust heretofore has created (i) two other separate funds
which are  covered  by the  Management  Agreement  dated  June 7, 1993 among the
Trust,  on its own behalf and on behalf of such other two series funds,  and the
Manager,  (ii) three other  separate  funds which are covered by the  Management
Agreement  dated as of May 2, 1994  among the  Trust,  on its own  behalf and on
behalf of such  other  three  series  funds,  and the  Manager,  (iii) one other
separate fund which is covered by the  Management  Agreement  dated as of May 1,
1995 among the Trust, on its own behalf and on behalf of such other series fund,
and the Manager,  (iv) one other  separate fund which is covered by the Managers
Agreement  dated as of November 15, 1997 among the Trust,  on its own behalf and
on behalf of such other series fund,  and the  Manager,  (v) two other  separate
funds which are  covered by the  Management  Agreement  dated as of May 19, 1998
among the Trust, on its own behalf and on behalf of such other two series funds,
and the Manager,  and the Trust may in the future create additional fund(s) that
may be covered by other separate agreements;

         WHEREAS, the Trust desires the Manager to render certain administrative
services and to render total investment management services to the Trust and the
Funds, all in the manner and on the terms and conditions hereinafter set forth;

         WHEREAS,  the Trust  authorizes the Manager to enter into  sub-advisory
agreements  with one or more firms  registered as investment  advisers under the
Investment Advisors Act of 1940, as amended (the "Investment Adviser's Act"), or
qualifying  as a "bank" within the meaning of the  Investment  Adviser's Act and
thereby  exempted from the  requirement to be so registered,  to manage all or a
portion of a Fund's  assets,  as  determined by the Manager from time to time (a
"Sub-Adviser"); and

         WHEREAS,  the Manager is registered as an investment  adviser under the
Investment  Adviser's Act, and desires to provide  services to the Trust and the
Funds in consideration of and on the terms and conditions hereinafter set forth;

         NOW,  THEREFORE,  the  Trust,  on its own  behalf  and on behalf of the
Funds, and the Manager hereby agree as follows:

         1.       Employment of the Investment Adviser.

                  The Trust  hereby  employs the Manager (i) to provide  certain
administrative  and limited  oversight  services and (ii) to provide  investment
management  and related  services to the Trust and the Funds,  all in the manner
set forth in  Section  2 of this  Agreement,  subject  to the  direction  of the
Trustees,  and for  the  period,  in the  manner,  and on the  terms  set  forth
hereinafter.  The Manager hereby accepts such  employment and agrees during such
period to render the  services and to assume the  obligations  herein set forth.
The  Manager  shall for all  purposes  herein  be  deemed  to be an  independent
contractor  and, except as expressly  provided or authorized  (whether herein or
otherwise), shall have no authority to act for or represent the Trust in any way
or otherwise be deemed an agent of the Trust.

         2. Obligations of, and Services to be Provided by, the Manager.

                  The Manager undertakes to provide the services hereinafter set
forth and to assume the following obligations:

         A.       Administrative Services.

                  (a) The Manager will provide general  administrative  services
as hereinafter set forth ("Administrative Services"), all subject to the overall
direction and control of the Board of Trustees of the Trust (the "Board").



<PAGE>


                  (b) Such Administrative  Services shall not include investment
advisory, custodian,  underwriting and distribution,  transfer agency or pricing
and  bookkeeping  services,  but shall  include;  (i) provision of office space,
equipment  and  facilities  necessary  in  connection  with the  services  to be
performed  hereunder and the maintenance of the headquarters of the Trust;  (ii)
maintenance of the corporate books and records of the Trust (other than those of
its records  maintained  by the  Sub-Advisers  referred to in paragraph  2(B)(c)
below, the transfer agent, the custodian and the pricing and bookkeeping agent);
(iii)  administration  of all dealings and  relationships  with the Trustees for
meetings of the Board,  the scheduling of such meetings and the conduct thereof;
(iv)   preparation  and  filing  of  proxy  materials  and   administration   of
arrangements for meetings of shareholders or beneficial owners of the Funds; (v)
preparation  and  filing of all  required  reports  and all  updating  and other
amendments to the Trust's  Registration  Statement under the Investment  Company
Act, the  Securities  Act of 1933, as amended (the  "Securities  Act"),  and the
rules and regulations thereunder;  (vi) calculation of distributions required or
advisable  under the  Investment  Company Act and the  Internal  Revenue Code of
1986, as amended (the "Code");  (vii) periodic  computation and reporting to the
Trustees of each Fund's  compliance  with  diversification  and other  portfolio
requirements of the Investment  Company Act and the Code; (viii) development and
implementation of general  shareholder and beneficial owner  correspondence  and
communications  relating to the Funds,  including the  preparation and filing of
shareholder  and beneficial  owner reports as are required or deemed  advisable;
and (ix)  general  oversight  of the  custodial,  net asset  value  computation,
portfolio accounting, financial statement preparation, legal, tax and accounting
services performed for the Trust or the Funds by others.

         It is  understood  that the Manager may, in its  discretion  and at its
expense,  delegate some or all of its administrative duties and responsibilities
under this subsection 2A to its affiliate,  Liberty  Financial  Companies,  Inc.
("LFC"), or any majority or greater owned subsidiaries of LFC.

         B.       Investment Advisory Services.

                  (a) The Manager shall have  responsibility  for the management
and investment of the assets of the Funds, subject to and in accordance with the
separate  investment  objectives,  policies  and  limitations  of the Funds,  as
provided in the Trust's  Prospectus and Statement of Additional  Information and
governing  instruments,  as amended from time to time,  and any  directions  and
policies which the Trustees may issue to the Manager from time to time.

                  (b) The Manager shall provide a continuous  investment program
for the Funds,  shall revise each such program as  necessary,  and shall monitor
implementation of the program.



<PAGE>


                  (c) The Manager may delegate its  investment  responsibilities
under  paragraph  2B(a)  with  respect  to each Fund to one or more  persons  or
companies  registered as investment advisers under the Investment  Adviser's Act
or qualifying as a "bank" within the meaning of the Investment Adviser's Act and
thereby  exempted  from the  requirement  to be so  registered  ("Sub-Advisers")
pursuant  to an  agreement  among  the  Trust,  such  Fund and each  Sub-Adviser
("Sub-Advisory  Agreement").  Each  Sub-Advisory  Agreement may provide that the
Sub-Adviser,  subject to the control and  supervision  of the  Trustees  and the
Manager,  shall have full investment discretion for the Funds and shall make all
determinations  with  respect  to the  investment  of the  Funds'  assets or any
portion thereof  specified by the Manager.  Any delegation of duties pursuant to
this paragraph shall comply with any applicable  provisions of Section 15 of the
Investment Company Act, except to the extent permitted by any exemptive order of
the Securities and Exchange Commission or similar relief.

                  (d) The  Manager  shall be solely  responsible  for paying the
fees of each  Sub-Adviser  from the fees it collects as provided in  paragraph 6
below.

                  (e) The Manager shall evaluate possible Sub-Advisers and shall
advise the Trustees of the candidates which the Manager believes are best suited
to invest the assets of each Fund;  shall  monitor and evaluate  the  investment
performance  of each  Sub-Adviser;  shall  recommend  changes of or additions of
Sub-Advisers when appropriate; and shall coordinate the investment activities of
the Sub-Advisers.

                  (f) It is  understood  that the  Manager  may seek advice with
respect to the  performance of any or all of its duties under  paragraphs  2B(b)
and (c) from a person or company  ("Consultant")  pursuant to an agreement among
the Manager, the Trust and the Consultant (a "Fund Consulting  Agreement").  The
Fund  Consulting  Agreement  may  provide  that the  Consultant,  subject to the
control  and  supervision  of  the  Trustees  and  the  Manager,  shall  provide
assistance  to the Manager  with  respect to a Fund's  investment  program,  the
selection,  monitoring and evaluation of Sub-Advisers and the allocation of each
Fund's assets to the Sub-Advisers.

                  (g) The Funds shall be solely  responsible for paying the fees
of any Consultant.

                  (h) The Manager shall render  regular  reports to the Trustees
relating to the performance of its duties specified in paragraphs 2B(a), (b) and
(c).



<PAGE>


         C.       Expenses Borne By Manager.

                  To the extent necessary to perform its obligations  under this
Agreement,  the Manager,  at its own expense,  shall furnish executive and other
personnel and office space,  equipment and  facilities,  and shall pay any other
expenses  incurred  by it, in  connection  with the  performance  of its  duties
hereunder,  except that the Trust or the Funds, as appropriate,  shall reimburse
the  Manager  for its  out-of-pocket  costs,  including  telephone,  postage and
supplies, incurred by it in connection with communications with shareholders and
beneficial  owners of the Funds.  The Manager shall pay all  salaries,  fees and
expenses of Trustees or officers of the Trust who are  employees of the Manager.
The Manager shall not be obligated to bear any other expenses  incidental to the
operations  and business of the Trust.  The Manager shall not be required to pay
or provide any credit for services provided by the Trust's  custodian,  transfer
agent or other agents.

         D.       Provision of Information Necessary for Preparation of
Registration Statement Amendments and  Other Materials.

                  The Manager will make  available and provide such  information
as  the  Trust  may  reasonably  request  for  use  in  the  preparation  of its
Registration Statement, reports and other documents required by federal laws and
any securities and insurance laws of the other states and other jurisdictions in
which the Trust's shares are sold.

         E.       Code of Ethics.

                  The  Manager has  adopted a written  code of ethics  complying
with the  requirements  of Rule 17j-1 under the  Investment  Company Act and has
provided  the  Trust  with a copy of the  code of  ethics  and  evidence  of its
adoption. Within forty-five (45) days of the end of the last calendar quarter of
each year while this Agreement is in effect, an executive officer of the Manager
shall verify to the Trustees that the Manager has complied with the requirements
of Rule 17j-1 during the  previous  year and that there has been no violation of
the  Manager's  code of  ethics  or,  if such a  violation  has  occurred,  that
appropriate  action was taken in  response to such  violation.  Upon the written
request of the Trust,  the Manager shall permit the Trust to examine the reports
required to be made to the Manager by Rule 17j-1(c)(1).

         F.       Disqualification.

                  The  Manager  shall  immediately  notify the  Trustees  of the
occurrence  of any event which would  disqualify  the Manager from serving as an
investment  adviser of an  investment  company  pursuant to Section  9(a) of the
Investment Company Act or any other applicable statute or regulation.



<PAGE>


         G.       Other Obligations and Service.

                  The Manager shall make its officers and employees available to
the Trustees and officers of the Trust for consulting and discussions  regarding
the management of the Trust and its investment activities.

         3.       Execution and Allocation of Portfolio Brokerage.

                  A. The  Manager,  subject to the control and  direction of the
Trustees, any Sub-Advisers, subject to the control and direction of the Trustees
and the Manager, shall have authority and discretion, as appropriate,  to select
brokers and dealers to execute portfolio transactions for each Fund, and for the
selection of the markets on or in which the transactions will be executed.

                  B. In acting  pursuant  to  paragraph  3A, the Manager and the
Sub-Advisers  may place orders  through  such brokers and dealers in  conformity
with the  policy  with  respect  to  brokerage  set  forth in the  Trust's  then
effective Registration Statement.

                  C. It is understood that none of the Trust, the Manager or any
Sub-Advisers  will adopt a formula  for  allocation  of the  Trust's  brokerage,
except  as may  be  provided  for in the  custody  agreement  with  the  Trust's
Custodian.

                  D. It is understood that the Manager or a Sub-Adviser  may, to
the extent permitted by applicable laws and regulations, aggregate securities to
be sold or  purchased  for a Fund and for other  clients  in order to obtain the
most favorable price and efficient execution.  In that event,  allocation of the
securities  purchased or sold, as well as expenses  incurred in the transaction,
will be made by the Manager or Sub-Adviser, as the case may be, in the manner it
considers to be the most equitable and consistent with its fiduciary obligations
to the Trust and to its other  clients,  and in conformity  with any  applicable
policies adopted by the Board of Trustees.

                  E. The Manager  shall provide such reports as the Trustees may
reasonably request with respect to each Fund's total brokerage and the manner in
which that brokerage was allocated.

         4. Expenses of the Trust.

                           It is understood that the Trust (or each of its funds
 (including the Funds), where
applicable) will pay, or will enter into arrangements that require third parties
to pay,  all of the  expenses  of the  Trust or such  funds,  other  than  those
expressly assumed by the Manager herein, including without limitation:

                  A.       Advisory, sub-advisory and administrative fees;

                  B.       Fees for services of independent public accountants;

                  C.       Legal and consulting fees;

                  D.       Transfer agent, custodian and portfolio recordkeeping
                           and tax information services;

                  E.       Expenses of periodic  calculations  of the funds' net
                           asset values and of equipment for communication among
                           the funds' custodian, transfer agent and others;

                  F.       Taxes and the preparation of the funds' tax returns;

                  G.       Brokerage fees and commissions;

                  H.       Interest;

                  I.       Costs of Board of Trustees and shareholder meetings;

                  J.       Updates and printing of prospectuses and reports to
                           shareholders;

                  K.       Fees for filing reports with regulatory bodies and
                           the maintenance of the Trust's
                           existence;

                  L.       Membership dues for industry trade associations;

                  M.       Fees to federal authorities for the registration of
                           the shares of the funds;

                  N.       Fees and expenses of Trustees who are not directors,
                           officers, employees or
                           stockholders of the Manager of its affiliates;

                  O.       Insurance and fidelity bond premiums; and

                  P.   Litigation   and  other   extraordinary   expenses  of  a
non-recurring nature.



<PAGE>


         5. Activities and Affiliates of the Manager.

                  A. The Trust  acknowledges  that the Manager or one or more of
its affiliates may have investment or administrative  responsibilities or render
investment  advice to or perform other  investment  advisory  services for other
individuals or entities,  and that the Manager,  its affiliates or any of its or
their  directors,  officers,  agents  or  employees  may  buy,  sell or trade in
securities for its or their respective accounts ("Affiliated Accounts"). Subject
to the  provisions  of  paragraph  3, the Trust  agrees  that the Manager or its
affiliates may give advice or exercise  investment  responsibility and take such
other  action  with  respect to  Affiliated  Accounts  which may differ from the
advice  given or the  timing  or nature of action  with  respect  to the  Funds,
provided that the Manager acts in good faith. The Trust acknowledges that one or
more  of the  Affiliated  Accounts  may at any  time  hold,  acquire,  increase,
decrease,  dispose of or otherwise  deal with  positions in investments in which
the  Funds  may have an  interest.  The  Manager  shall  have no  obligation  to
recommend for the Funds a position in any investment which an Affiliated Account
may acquire,  and the Trust shall have no first refusal,  co-investment or other
rights in respect of any such investment, either for the Funds or otherwise.

                  B. Subject to and in accordance  with the Declaration of Trust
and By-Laws of the Trust as currently in effect and the  Investment  Company Act
and the rules thereunder, it is understood that Trustees, officers and agents of
the Trust and  shareholders  of the Trust are or may be  interested  persons  as
defined by the Investment  Company Act ("Interested  Persons") of the Manager or
its affiliates as directors, officers, agents and shareholders of the Manager or
its affiliates; that directors, officers, agents and shareholders of the Manager
or its  affiliates  are or may be  Interested  Persons of the Trust as Trustees,
officers, agents,  shareholders or otherwise; that the Manager or its affiliates
may be Interested  Persons of the Trust as shareholders  or otherwise;  and that
the effect of any such interests shall be governed by said Declaration of Trust,
By-Laws and the Investment Company Act and the rules thereunder.

         6. Compensation of the Manager.

         For all  services to be rendered  and  payments  made  pursuant to this
Agreement,  the Trust,  on its own  behalf and on behalf of Funds,  will pay the
Manager  monthly in arrears a fee at an annual rate equal to 1.00%,  in the case
of the Crabbe Huson Real Estate Investment Fund, Variable Series,  0.95%, in the
case of the Colonial  International Horizons Fund, Variable Series and 0.95%, in
the case of the Colonial Global Equity Fund,  Variable Series,  of the net asset
value of such Fund.  The fee shall be accrued for each  calendar day and the sum
of the daily fee  accruals  shall be paid  monthly on or before the tenth day of
the following  calendar month. The daily accruals of the fee will be computed by
(i) multiplying the annual percentage rate referred to above by the fraction the
numerator of which is one and the denominator of which is the number of calendar
days in the year, and (ii) multiplying the product  obtained  pursuant to clause
(i) above by the net asset value of such Fund as determined  in accordance  with
the Trust's  Prospectus  as of the previous  business day on which such Fund was
open for  business.  The  foregoing  fee shall be prorated  for any month during
which this Agreement is in effect for only a portion of the month.

         7. Liabilities of the Manager.

                  A.  Except  as  provided  below,  in the  absence  of  willful
misfeasance,  bad faith, gross negligence,  or reckless disregard of obligations
or duties hereunder on the part of the Manager, the Manager shall not be subject
to  liability  to the  Trust or to any  shareholder  of the Trust for any act or
omission in the course of, or connected with,  rendering  services  hereunder or
for any losses that may be  sustained  in the  purchase,  holding or sale of any
security.

                  B. The Manager  shall  indemnify  and hold  harmless the Trust
from any  loss,  cost,  expense  or damage  resulting  from the  failure  of any
Sub-Advisor  to comply with (i) any  statement  included in the  Prospectus  and
Statement of Additional  Information of the Trust, or (ii) instructions given by
the  Manager  to any  Sub-Advisor  for  the  purpose  of  ensuring  the  Trust's
compliance with securities, tax and other requirements applicable to the Trust's
business and the investment activities of its Funds; provided, however, that the
indemnification  provided  in this  paragraph  7B shall apply only to the extent
that a  Sub-Adviser  is liable to the Trust and,  after demand by the Trust,  is
unable or refuses to discharge its obligations to the Trust.

                  C. No  provision  of this  Agreement  shall  be  construed  to
protect any Trustee or officer of the Trust,  or the Manager,  from liability in
violation of Sections 17(h) and (i) of the Investment Company Act.

         8.       Effective Date:  Term.

         This  Agreement  shall  become  effective  on the later of (i) the date
first  written  above or (ii) the date on which  the offer and sale of shares of
the Funds  have been  registered  under the  Securities  Act and the  Investment
Company Act pursuant to an effective Registration Statement of the Trust on Form
N-1A and shall  continue until the second  anniversary  of the date hereof,  and
from  year to  year  thereafter,  but  only  so  long  as  such  continuance  is
specifically approved at least annually by a vote of the Trustees, including the
vote of a majority of the Trustees who are not interested  persons of the Trust,
cast in person at a meeting  called for the purpose of voting on such  approval,
or by vote of a majority of the  outstanding  voting  securities.  The aforesaid
provision shall be construed in a manner consistent with the Investment  Company
Act and the rules and regulations thereunder.

         9.       Assignment.

         No assignment of this Agreement shall be made by the Manager,  and this
Agreement shall terminate automatically in the event of any such assignment. The
Manager  shall notify the Trust in writing in advance of any proposed  change of
control  to enable  the Trust to take the steps  necessary  to enter  into a new
advisory contract.



<PAGE>


         10.      Amendment

                  This Agreement may be amended at any time, but only by written
Agreement between the Manager and the Trust, which is subject to the approval of
the  Trustees  of the Trust and the  shareholders  of any  affected  Fund in the
manner required by the Investment Company Act and the rules thereunder.

         11.      Termination.

         This Agreement:

                  (a)      may at any time be terminated  without payment of any
                           penalty,  by the Trust (by the Board of  Trustees  of
                           the  Trust  or by  the  vote  of a  majority  of  the
                           outstanding  voting  securities of the Fund) on sixty
                           (60) days' written notice to the Manager;

                  (b)      shall immediately terminate in the event of its
assignment; and

                  (c) may be  terminated  by the  Manager  on  sixty  (60)  days
written notice to the Trust.

         12.      Definitions.

         As used in this Agreement, the terms "affiliated person," "assignment,"
"control," "interested person" and "vote of a majority of the outstanding voting
securities" shall have the meanings set forth in the Investment  Company Act and
the  rules and  regulations  thereunder,  subject  to any  applicable  orders of
exemption issued by the SEC.

         13.      Notice.

         Any notice under this Agreement shall be given in writing addressed and
delivered  or  mailed  postpaid  to the  other  party to this  Agreement  at its
principal place of business.

         14.      Severability.

         If any provision of this  Agreement  shall be held or made invalid by a
court  decision,  statute,  rule or otherwise,  the remainder of this  Agreement
shall not be affected thereby.



<PAGE>


         15.      Shareholder Liability.

         The  Manager 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 Trust and its assets,  and if the liability  relates
to one or more  Funds,  the  obligations  thereunder  shall  be  limited  to the
respective  assets of such Funds.  The Manager  further agrees that it shall not
seek satisfaction of any such obligation from the shareholders of the Funds, nor
from the Trustees or any individual Trustee of the Trust.

         16.      Governing Law.

         This Agreement shall be interpreted  under,  and the performance of the
Manager under this  Agreement  shall be consistent  with,  the provisions of the
Agreement and  Declaration  of Trust and By-Laws of the Trust,  the terms of the
Investment Company Act,  applicable rules and regulations  thereunder,  the Code
and  regulations  thereunder,  and  the  Trust's  Prospectus  and  Statement  of
Additional  Information,  in  each  case as from  time  to time in  effect.  The
provisions of this  Agreement  shall be construed and  interpreted in accordance
with the domestic substantive laws of The Commonwealth of Massachusetts  without
giving effect to any choice or conflict of laws rules or  provisions  that would
result  in the  application  of  the  domestic  substantive  laws  of any  other
jurisdiction;  provided,  however,  that if such law or any of the provisions of
this Agreement conflict with the applicable provisions of the Investment Company
Act, the latter shall control.

         17.      Use of Manager's Name.

         The Trust may use the name "Keyport" or any other name derived from the
name "Keyport" only for so long as this Agreement (or another similar management
agreement  pertaining  to other  series  funds of the  Trust) or any  extension,
renewal,  or amendment  hereof (or  thereof)  remains in effect,  including  any
similar  agreement  with any  organization  that  shall  have  succeeded  to the
business of the Manager.  At such time as this Agreement (and each other similar
agreement  pertaining to such other series funds) or any  extension,  renewal or
amendment hereof (or thereof), or each such other similar successor organization
agreement  shall no longer be in  effect,  the Trust  will cease to use any name
derived from the name  "Keyport,"  any name similar  thereto,  or any other name
indicating  that it is managed by or otherwise  connected  with the Manager,  or
with any  organization  which  shall have  succeeded  to  Manager's  business as
investment advisor or manager.

         This Agreement may be executed in any number of  counterparts,  each of
which shall be deemed an original.



<PAGE>


         IN  WITNESS  WHEREOF,  the  parties  hereto  have  duly  executed  this
agreement on the date first above written.


ATTEST:                    LIBERTY VARIABLE INVESTMENT TRUST,
                                    on its own behalf and on behalf of
                  Crabbe Huson Real Estate Investment Fund, Variable Series
                  Colonial International Horizons Fund, Variable Series
                  Colonial Global Equity Fund, Variable Series


By: /s/Nancy L. Conlin                 By: /s/Stephen E. Gibson
Nancy L. Conlin, Secretary                  Stephen E. Gibson, President




ATTEST:                             LIBERTY ADVISORY SERVICES CORP.




By: /s/James J. Klopper                 By: /s/Philip K. Polkinghorn
James J. Klopper, Clerk                     Philip K. Polkinghorn, President




              COLONIAL INTERNATIONAL HORIZONS FUND, VARIABLE SERIES
                   COLONIAL MANAGEMENT SUB-ADVISORY AGREEMENT

     AGREEMENT  dated June 1, 1999 among LIBERTY  VARIABLE  INVESTMENT  TRUST, a
Massachusetts   business   trust  (the   "Trust"),   with  respect  to  COLONIAL
INTERNATIONAL  HORIZONS FUND,  VARIABLE  SERIES (the "Fund"),  LIBERTY  ADVISORY
SERVICES CORP., a Massachusetts corporation ("Advisor"), and COLONIAL MANAGEMENT
ASSOCIATES, 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 0.75% 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,
         an (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 even 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.



<PAGE>


     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.


                        COLONIAL INTERNATIONAL HORIZONS FUND, VARIABLE SERIES

                                 By:  LIBERTY VARIABLE INVESTMENT TRUST

                                 By:  Stephen E. Gibson, President


                        COLONIAL MANAGEMENT ASSOCIATES, INC.

                                 By:  Stephen E. Gibson, President

                        LIBERTY ADVISORY SERVICES CORP.

                                 By:  Philip K. Polkinghorn, President


                  COLONIAL GLOBAL EQUITY FUND, VARIABLE SERIES
                   COLONIAL MANAGEMENT SUB-ADVISORY AGREEMENT

     AGREEMENT  dated June 1, 1999 among LIBERTY  VARIABLE  INVESTMENT  TRUST, a
Massachusetts  business  trust (the  "Trust"),  with respect to COLONIAL  GLOBAL
EQUITY FUND,  VARIABLE SERIES (the "Fund"),  LIBERTY ADVISORY  SERVICES CORP., a
Massachusetts corporation ("Advisor"), and COLONIAL MANAGEMENT ASSOCIATES, 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 0.75% 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,
         an (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 even 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.



<PAGE>


     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.


                         COLONIAL GLOBAL EQUITY FUND, VARIABLE SERIES

                         By:  LIBERTY VARIABLE INVESTMENT TRUST

                         By:  Stephen E. Gibson, President



                         COLONIAL MANAGEMENT ASSOCIATES, INC.

                         By:  Stephen E. Gibson, President



                         LIBERTY ADVISORY SERVICES CORP.

                         By:  Philip K. Polkinghorn, President








           CRABBE HUSON REAL ESTATE INVESTMENT FUND, VARIABLE SERIES
                   COLONIAL MANAGEMENT SUB-ADVISORY AGREEMENT

     AGREEMENT dated June 1, 1999,  among LIBERTY VARIABLE  INVESTMENT  TRUST, a
Massachusetts  business trust (the  "Trust"),  with respect to CRABBE HUSON REAL
ESTATE INVESTMENT FUND, VARIABLE SERIES (the "Fund"),  LIBERTY ADVISORY SERVICES
CORP., a Massachusetts corporation ("Adviser"),  and CRABBE HUSON GROUP, INC., a
Massachusetts corporation (the "Sub-Adviser").

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

     1.  The Sub-Adviser 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 Adviser
         and the Board of Trustees of the Trust.

     2. In carrying out its investment management  obligations,  the Sub-Adviser
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 Adviser and to the Board of Trustees.

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

     4.  The Adviser shall pay the  Sub-Adviser a monthly fee at the annual rate
         of 0.80% 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,
         an (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-Adviser  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 even of its assignment;  and
         (d) may be terminated without penalty by the Sub-Adviser 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-Adviser,  or reckless  disregard of its obligations
         and  duties  hereunder,  the  Sub-Adviser  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  "Crabbe  Huson," or any other  name  derived
         from the name "Crabbe Huson," 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-Adviser.  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  "Crabbe  Huson," any
         name similar  thereto,  or any other name indicating that it is advised
         by  or  otherwise   connected  with  the   Sub-Adviser,   or  with  any
         organization  which shall have succeeded to the Sub-Adviser's  business
         as an investment adviser.



<PAGE>


     10. The Sub-Adviser 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-Adviser  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.

                  CRABBE HUSON REAL ESTATE INVESTMENT FUND, VARIABLE SERIES

                          By:  LIBERTY VARIABLE INVESTMENT TRUST

                          By:  Stephen E. Gibson, President

                  CRABBE HUSON GROUP, INC.

                          By:  James E. Crabbe, President


                  LIBERTY ADVISORY SERVICES CORP.

                          By:  James J. Klopper, Vice President



                 KEYPORT VARIABLE INVESTMENT TRUST
                      UNDERWRITING AGREEMENT

     AGREEMENT made this 7th day of June, 1993, between Keyport
Variable Investment Trust, a Massachusetts business trust (the
"Trust"), and Keyport Financial Services Corp., a Massachusetts
corporation (the "Underwriter").

                       W I T N E S S E T H

     WHEREAS, the Trust is an open-end investment company
registered under the Investment Company Act of 1940 (the "1940
Act") the shares of beneficial interest ("shares") of which are
registered under the Securities Act of 1933(the "1933 Act"); and

     WHEREAS, the Trust is a series investment company currently
consisting of three funds, namely Colonial-Keyport U.S. Government
Fund, Colonial-Keyport Growth and Income Fund, and Colonial-
Keyport Utilities Fund (collectively referred to as the "Funds");
and

     WHEREAS, the Trust has agreed to sell its shares to the
the separate accounts of Keyport Life Insurance Company
("Keyport") and Liberty Life Assurance Company of Boston
("Liberty"), and separate accounts of other insurance companies
investing in the Trust pursuant to a Participation Agreement
("Separate Accounts"), in order to fund such Separate Accounts and
certain variable life insurance policies and variable annuity
contracts (the "Contracts") issued by Keyport, Liberty and any
such other insurance companies; and

     WHEREAS, the Underwriter is a broker-dealer registered under
the Securities Exchange Act of 1934 (the "1934 Act") and is a
member of the National Association of Securities Dealers, Inc.
(the "NASD"); and

     WHEREAS, the Underwriter serves as the principal underwriter
for certain Separate Accounts in connection with the sale of the
Contracts; and

     WHEREAS, the Trust desires to appoint the Underwriter as the
principal underwriter for the Trust's shares that the Trust will
sell for the purpose of funding the Contracts issued by Keyport
and Liberty and any other variable insurance products funded
through the Separate Accounts, and such other separate accounts as
may be established by Keyport and Liberty and other insurance
companies affiliated or unaffiliated with Keyport and Liberty, and
the Underwriter is willing to accept such appointment.

     NOW, THEREFORE, in consideration of the mutual covenants
hereinafter contained, it is hereby agreed by and between the
parties hereto as follows:

     1.  The Trust hereby appoints the Underwriter as the
principal underwriter and distributor for the Trust, on the terms
and conditions herein provided, to sell its shares to the Separate
Accounts in jurisdictions wherein shares of the Trust may legally
be offered to the Separate Accounts for sale, it being understood
that the Trust in its absolute discretion may issue or sell shares
directly to holders of shares of the Trust upon such terms and
conditions and for such consideration, if any, as it may
determine, whether in connection with the distribution of
subscription or purchase rights, the payment or reinvestment of
dividends or distributions, or otherwise.  The Underwriter shall
act solely as a disclosed agent on behalf of and for the account
of the Trust.  The Trust and its transfer agent shall receive
directly from the Separate Accounts all payments for purchase of
shares of the Trust, and shall pay directly to the Separate
Accounts all amounts due them upon redemption of such shares, and
the Underwriter shall have no liability for the payment for
purchase of shares of the Trust which it sells as agent.

     2.  The Underwriter hereby accepts its appointment as the
principal underwriter and distributor for the Trust's shares.  The
Underwriter shall be subject to the direction and control of the
Trust in the sale of its shares and shall not be obligated to sell
any specific number of shares of any Fund.

     3.  The Trust will use its best efforts to keep effectively
registered under the 1933 Act for sale as herein contemplated such
shares as the Underwriter shall reasonably request and as the
Securities and Exchange Commission (the "SEC") shall permit to be
so registered.

     4.  Notwithstanding any other provision hereof, the Trust may
terminate, suspend or withdraw the offering of shares whenever, in
its sole discretion, it deems such action to be desirable.

     5.  Shares of the Trust shall be sold, repurchased or
redeemed at the current public offering price per share.  The
current public offering price of the Trust's shares shall be the
net asset value per share as determined in the manner and at the
times set forth in the then current prospectus for the Trust.

     6.  The Trust shall continuously offer and redeem its shares
at net asset value without addition of selling commission, sales
load or redemption charge.  The Underwriter will receive no
compensation for the performance of its duties hereunder, except
as otherwise specifically provided.

     7.  The Underwriter, or its agent, shall issue and deliver on
behalf of the Trust such confirmations of sales to the Separate
Accounts made by the Underwriter as agent pursuant to this
Agreement as may be required.  Certificates, if any, shall be
issued or shares registered on the record books of the Trust or
its transfer or similar agent in such names and denominations as
the Underwriter may specify.

     8.  The Trust will furnish to the Underwriter from time to
time such information with respect to the Trust and its shares as
the Underwriter may reasonably request for use in connection with
the sales and distribution of shares of the Trust.  The Trust will
furnish to the Underwriter in reasonably quantities, upon request
by the Underwriter, copies of annual and interim reports of the
Trust.

     9.  The Underwriter will not use, distribute or disseminate
or authorize the use, distribution or dissemination, in connection
with the sale and distribution of shares of the Trust, any
statements, other than those contained in the Trust's current
prospectus, except such supplemental literature or advertising as
shall be lawful under federal and any state securities laws and
regulations.  The Underwriter will furnish the Trust with copies
of all material containing such statements.  Neither the
Underwriter nor any other person is authorized by the Trust to
give any information or to make any representations, other than
those contained in the registration statement (or related
prospectus or statement of additional information), or any
advertising or sales literature authorized by responsible officers
of the Trust.  The Underwriter shall cause any sales literature,
advertising, or other similar materials to be filed with and
reviewed by the NASD, the SEC, or any other required securities
regulatory body, as appropriate.

     10.  The Trust shall use its best efforts to qualify and
maintain the qualification of an appropriate number of shares of
the Trust and each Fund for sale under the federal securities laws
and the securities laws of such states, if any, as the Underwriter
may reasonably request.  The Trust shall promptly notify the
Underwriter if the registration or qualification of any Trust
shares under federal or any state securities laws, or the Trust's
registration statement under the 1940 Act, is suspended or
terminated, or if any governmental body or agency institutes
proceedings to terminate the offer and sale of any Trust shares in
any jurisdiction.

     11.  The Underwriter shall order shares of the Trust from the
Trust only to the extent that it shall have received purchase
orders therefor.  The Underwriter will not make any short sales of
shares of the Trust.

     12.  In selling or reacquiring shares of the Trust the
Underwriter will in all respects conform to the requirements of
federal and state laws, if any, and the Rules of Fair Practice of
the NASD, relating to such sale or reacquisition, as the case may
be.  The Underwriter will observe and be bound by all the
provisions of the Trust's Agreement and Declaration of Trust (and
of any fundamental policies adopted by the Trust pursuant to the
1940 Act, written notice of which shall have been given to the
Underwriter) which at the time in any way require, limit, restrict
or prohibit or otherwise regulate any action on the part of the
Underwriter.

     13.  The Underwriter will conform to the provisions hereof
and the registration statement at the time in effect under the
1933 Act and 1940 Act with respect to the Trust and the Trust's
shares, and the Underwriter shall not withhold the placing of
purchase orders so as to make a profit thereby.

     14.  The Trust will pay or cause to be paid expenses
(including the fees and disbursements of its own counsel) and all
taxes and fees payable to any federal, state or other governmental
agencies on account of the registration or qualification of
securities issued by the Trust or otherwise.  The Trust will also
pay or cause to be paid expenses incident to the issuance of
shares of beneficial interest, such as the cost of share
certificates, issue taxes, and fees of the transfer agent.  The
Underwriter will pay all expenses in connection with its own
operations.  All other expenses related hereto shall be borne by
the Trust or parties related to the Trust.

     15.  The Underwriter, or its agent, shall maintain all books
and records required by the 1934 Act and rules thereunder with
respect to the purchase, redemption or repurchase of Trust shares.
All books and records required to be maintained by this paragraph
shall be maintained and preserved in conformity with the
requirements of Rule 17a-3 and 17a-4 under the 1934 Act, be and
remain the property of the Underwriter, and be at all times
subject to inspection by the SEC in accordance with Section 17(a)
of the 1934 Act.  The Underwriter shall itself maintain the books
and records relating to a Underwriter's general assets and
liabilities or financial statements, the computation of its
aggregate indebtedness or net capital, employment records or any
other records not specifically relating to particular purchases,
redemptions or repurchases of Trust shares.

     16.  The Underwriter shall be an independent contractor with
respect to the Trust and nothing herein contained shall constitute
the Underwriter, its agent or representative, or any employee
thereof as employees of the Trust in connection with sale of
shares of the Trust.  The Underwriter is responsible for its own
conduct and the employment, control and conduct of its agents and
employees, and for injury to such agents or employees or to others
through its agents or employees.  The Underwriter assumes full
responsibility for its agents and employees under applicable
statutes and agrees to pay all applicable employer taxes.

     17.  The Underwriter shall indemnify and hold harmless the
Trust and each of its directors and officers (or former officers
and directors) and each person, if any, who controls the Trust
(collectively, "Indemnitees") against any loss, liability, claim,
damage, or expense (including the reasonable cost of investigating
and defending against the same any counsel fees reasonably
incurred in connection therewith) incurred by any Indemnitees
under the 1933 Act or under common law or otherwise which arise
out of or are based upon (1) any untrue or alleged untrue
statement of a material fact contained in information furnished by
the Underwriter to the Trust for use in the Trust's registration
statement, prospectus and statement of additional information or
any supplements thereto (hereinafter collectively referred to as
the "prospectus," unless otherwise noted), or annual or interim
reports to shareholders, (2) any omission or alleged omission to
state a material fact in connection with such information
furnished by the Underwriter to the Trust which is required to be
stated in any of such documents or necessary to make such
information not misleading, (3) any misrepresentation or omission
or alleged misrepresentation or omission to state a material fact
on the part of the Underwriter or any agent or employee of the
Underwriter or any other person for whose acts the Underwriter is
responsible, unless such misrepresentation or omission or alleged
misrepresentation or omission was made in reliance on written
information furnished by the Trust, or (4) the willful misconduct
or failure to exercise reasonable care and diligence on the part
of any such persons enumerated in clause (3) of this section 17
with respect to services rendered under this Agreement.  This
indemnity provision, however, shall not operate to protect any
officer or trustee of the Trust from any liability to the Trust or
any shareholder by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the
conduct of the office of such officer or trustee.

     In case any action shall be brought against any Indemnitee,
the Underwriter shall not be liable under its indemnity agreement
contained in this section with respect to any claim made against
any Indemnitee, unless the Indemnitee shall have notified the
Underwriter in writing within a reasonable time after the summons
or other first legal process giving information of the nature of
the claim that shall have been served upon the Indemnitee (or
after the Indemnitee shall have received notice of such service on
any designated agent).  Failure to notify the Underwriter of any
such claim shall not relieve it from liability which it may have
to the person against whom such action is brought otherwise than
on account of its indemnity agreement contained in this section.
The Underwriter will be entitled to participate at its own expense
in the defense, or, if it so elects, to assume the defense of any
suit brought to enforce any such liability, but if the Underwriter
elects to assume the defense, such defense shall be conducted by
counsel chosen by it and satisfactory to the Indemnitees which are
defendants in the suit.  In the event the Underwriter elects to
assume the defense of any such suit and retain such counsel, the
Indemnitees which are defendants in the suit shall bear the fees
and expenses of any additional counsel retained by them, but, in
case the Underwriter does not elect to assume the defense of any
such suit, the Underwriter will reimburse the Indemnitees which
are defendants in the suit for the reasonable fees and expenses of
any counsel retained by them.

     The Underwriter shall promptly notify the Trust of the
commencement of any litigation or proceedings in connection with
the issuance or sale of the shares.

     The Trust will indemnify and hold harmless the Underwriter
against any loss, liability, claim, damage or expense, to which
the Underwriter may become subject, insofar as such loss,
liability, claim, damage or expense (or action in respect thereof)
arise out of or are based upon any untrue or alleged untrue
statement of material fact contained in the Trust's registration
statement (or related prospectus) or arise out of or are based
upon the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the
statements therein not misleading; and will reimburse the
Underwriter for any legal or other expenses reasonably incurred by
it in connection with investigating or defending against such
loss, claim, damage, liability or action; provided, however, that
the Trust shall not be liable in any such case to the extent that
any such loss, claim, damage or liability arises out of or is
based upon an untrue statement or alleged untrue statement or
omission or alleged omission made in the Trust's prospectus in
reliance upon and in conformity with written information furnished
by the Underwriter specifically for use in the preparation
thereof.

     The Trust shall not indemnify the Underwriter for any action
where a purchaser of the Contracts was not furnished or sent or
given, at or prior to written confirmation of the sale of the
Contracts, a copy of the prospectus for the Trust.

     18.  This Agreement shall become effective on the date hereof
and shall continue in effect until May 31, 1995, and from year
to year thereafter but only so long as such continuance is
specifically approved in the manner required by the 1940 Act.
Either party hereto may terminate this Agreement without payment
of any penalty on any date by giving the other party at least six
months prior written notice of such termination specifying the
date fixed therefor.  Without prejudice to any other remedies of
the Trust, in any such event the Trust may terminate this
Agreement at any time immediately upon any failure of fulfillment
of any of the obligations of the Underwriter hereunder.

     19. This Agreement shall automatically terminate in the event
of it assignment.  Without limiting the generality of the
foregoing, the term "assigned," when used in this Agreement, shall
have the meaning specified in the 1940 Act and the rules
thereunder.

     20.  Any notice under this Agreement shall be in writing,
addressed and delivered or mailed, postage prepaid, to the other
party at such address as such other party may designate for the
receipt of such notice.

     21.  All parties hereto are expressly put on notice of the
Trust's Agreement and Declaration of Trust dated March 4, 1993,
and all amendments thereto, all of which are on file with the
Secretary of the Commonwealth of Massachusetts and with the Boston
City Clerk, and the limitation of shareholder and trustee
liability contained therein.  This Agreement has been executed by
and on behalf of the Trust by its representatives as such
representatives and not individually, and the obligations of the
Trust hereunder are not binding upon any of the trustees,
officers, employees, agents or shareholders of the Trust
individually but are binding upon only the assets and property of
the Trust.  With respect to any claim by the Underwriter for
recovery of any liability of the Trust arising hereunder allocated
to a particular Fund of the Trust if there be more than one,
whether in accordance with the express terms hereof or otherwise,
the Underwriter shall have recourse solely against the assets of
that Fund to satisfy such claim and shall have no recourse against
the assets of any other Fund for such purpose.

     22.  This Agreement shall be construed in accordance with the
laws of the Commonwealth of Massachusetts and the applicable
provisions of the 1940 Act and rules thereunder.  To the extent
the applicable law of the Commonwealth of Massachusetts, or any
provisions herein, conflict with applicable provisions of the 1940
Act or rules thereunder, the latter shall control.

     IN WITNESS WHEREOF, the Trust and the Underwriter have each
caused this Agreement to be executed as of the day and year first
written above.

                               KEYPORT VARIABLE INVESTMENT TRUST

                               By  RICHARD R. CHRISTENSEN
Attest:  JOHN L. DAVENPORT

                               KEYPORT FINANCIAL SERVICES CORP.

                               By  ROBERT R. BAIRD
                                   President
Attest: ELIZABETH B. LOVE



                                                 AMENDMENT NO. 1 TO

                                               UNDERWRITING AGREEMENT


         AGREEMENT made as of this fifteenth day of August, 1997 between Keyport
Variable  Investment  Trust, a Massachusetts  business trust (the "Trust"),  and
Keyport Financial Services Corp., a Massachusetts corporation ("KFSC").

                                                       Recital

         Reference  is made to the  Underwriting  Agreement  dated  June 7, 1993
between  the Trust and KFSC (the  "Underwriting  Agreement").  The  parties  are
entering into this Agreement to amend the Underwriting Agreement.

                                                      Agreement

         NOW,  THEREFORE,  in  consideration  of the premises and other valuable
consideration,  receipt  of which is  hereby  acknowledged  by each  party,  the
parties hereby agree as follows:

         1. The  Underwriting  Agreement  shall be limited  (and  KFSC's role as
principal  underwriter  of the Trust shall be limited) to sales of shares of the
Trust to separate  accounts  of  insurance  companies  which are  affiliates  of
Keyport Life Insurance Company or Liberty Mutual Life Insurance Company,  except
as the parties may otherwise agree in writing.

         IN WITNESS WHEREOF,  the parties have entered into this Agreement as if
under seal as of the date first written above.

                        KEYPORT VARIABLE INVESTMENT TRUST

                                            By   Richard R. Christensen
Title: President


                                            KEYPORT FINANCIAL SERVICES CORP.


                                            By    James J. Klopper
Title:Clerk





                            [ROPES & GRAY LETTERHEAD]

                                 April 25, 2000




Liberty Variable Investment Trust
One Financial Center
Boston, Massachusetts  02111


Ladies and Gentlemen:

         You have informed us that you propose to register  under the Securities
Act of 1933, as amended (the "Act"), and offer and sell from time to time shares
of  beneficial  interest  ("Shares")  of the funds listed on Schedule A attached
hereto (the "Funds"),  each a series of Liberty  Variable  Investment Trust (the
"Trust").

         We act as counsel for the Trust and have examined the Trust's Agreement
and  Declaration  of Trust and  amendments  thereto on file at the office of the
Secretary of the Commonwealth of Massachusetts (collectively, the "Agreement and
Declaration of Trust") and the Trust's By-Laws. We have also examined such other
documents as we deem necessary for the purpose of this opinion.

         We assume that appropriate action has been taken to register or qualify
the sale of the Shares under any  applicable  state and federal laws  regulating
offerings and sales of securities.

         Based on the  foregoing,  we are of the opinion that the issue and sale
by the  Trust of an  unlimited  number  of  Shares  of each  Fund has been  duly
authorized under Massachusetts law. Upon the original issue and sale of any such
authorized  but unissued  Shares and upon receipt by the Trust of the authorized
consideration  therefor  in an  amount  not less than the  applicable  net asset
value, the Shares so issued will be validly issued, fully paid and nonassessable
by the Trust.



<PAGE>


Liberty Variable Investment Trust     -2-                        April 25, 2000


         The Trust is an entity of the type commonly  known as a  "Massachusetts
business trust." Under  Massachusetts  law,  shareholders  could,  under certain
circumstances,  be held  personally  liable  for the  obligations  of the Trust.
However, the Agreement and Declaration of Trust disclaims  shareholder liability
for acts or obligations of the Trust and requires that notice of such disclaimer
be given in each agreement, obligation or instrument entered into or executed by
the Trust or its Trustees.  The Agreement and  Declaration of Trust provides for
indemnification  for all loss and expenses of any  shareholder  held  personally
liable  solely by reason of being or having  been a  shareholder  of the  Trust.
Thus,  the  risk of a  shareholder's  incurring  financial  loss on  account  of
shareholder  liability is limited to  circumstances  in which the Trust would be
unable to meet its obligations.

         We understand  that this opinion is to be used in  connection  with the
registration of an indefinite number of Shares for offering and sale pursuant to
the Act.  We  consent  to the  filing of this  opinion  with and as part of your
Registration Statement on Form N-1A relating to such offering and sale.

                                  Very truly yours,


                                  /s/Ropes & Gray


MHODMA.ACTIVE;8249423;2


<PAGE>



                                   Schedule A

Colonial  Growth and Income Fund,  Variable  Series
Stein Roe Global  Utilities Fund,  Variable Series
Colonial Small Cap Value Fund,  Variable Series
Colonial U.S.  Growth & Income Fund,  Variable  Series
Colonial  Strategic  Income Fund, Variable Series
Colonial High Yield  Securities  Fund,  Variable Series
Liberty All-Star Equity Fund,  Variable Series
Colonial  International  Fund for Growth, Variable  Series
Newport Tiger Fund,  Variable  Series
Colonial  International Horizons Fund,  Variable  Series
Colonial  Global Equity Fund,  Variable Series
Crabbe Huson Real Estate Investment Fund, Variable Series





                       CONSENT OF INDEPENDENT ACCOUNTANTS


We hereby  consent to the  incorporation  by  reference  in this  Post-Effective
Amendment No. 21 to the registration  statement on Form N-1A (the  "Registration
Statement")  of our reports  dated  February  14, 2000 and  February  16,  2000,
relating to the financial  statements and financial  highlights  which appear in
the  December  31,  1999  Annual  Report to  Shareholders  of  Liberty  Variable
Investment Trust (Colonial Global Equity Fund, Variable Series;  Colonial Growth
and Income Fund, Variable Series;  Colonial High Yield Securities Fund, Variable
Series;  Colonial  International  Fund for  Growth,  Variable  Series;  Colonial
International  Horizons Fund,  Variable  Series;  Colonial Small Cap Value Fund,
Variable Series;  Colonial Strategic Income Fund, Variable Series; Colonial U.S.
Growth & Income Fund, Variable Series; Crabbe Huson Real Estate Investment Fund,
Variable Series;  Liberty All-Star Equity Fund,  Variable Series;  Newport Tiger
Fund,  Variable Series;  and Stein Roe Global Utilities Fund,  Variable Series),
which are also  incorporated by reference into the  Registration  Statement.  We
also consent to the references to us under the headings  "Financial  Highlights"
and  "Independent  Accountants  and Financial  Statements" in such  Registration
Statement.




/s/PricewaterhouseCoopers LLP
Boston, Massachusetts
April 25, 2000







                    CRABBE HUSON GROUP, INC.           Amended: January 18, 2000
                      CRABBE HUSON FUNDS               Effective: April 1, 1995

         CODE OF ETHICS ADOPTED PURSUANT TO RULE 17j-1
            UNDER THE INVESTMENT COMPANY ACT OF 1940
                          (THE "CODE")

Summary

- -   This Code applies to all employees.

- -   Anyone wishing to engage in personal securities transactions must submit the
    proposed transaction to Compliance for approval prior to execution of the
    transaction.

- -   Employees are not allowed to trade during a 15 day blackout period defined
    as seven days before and seven days after a client trade, unless the trade
    involves a security with a market capitalization greater than $5 billion at
    the time of the trade.

- -   Investment Department Personnel and certain other specified individuals are
    not allowed to profit from short-term trading. Short-term trading is defined
    as offsetting transactions within a sixty (60) day period.

- -   Violations may result in fines; conflicts of interest may require
    disgorgement of profits gained.

- -   Employees must avoid any appearance, actual or perceived, of impropriety in
    both trading and dealing with persons or parties outside the firm.

- -   This Code applies to all securities over which the employee has beneficial
    ownership which includes securities held by a spouse and others within the
    definition of beneficial ownership.

1.       PURPOSE:          While Crabbe Huson Group, Inc. ("CHG") believes that
individual investment activities by its officers and employees should not be
prohibited or discouraged, the nature of CHG's obligations to its clients as a
fiduciary necessarily results in some restrictions on the investment activities
of CHG's directors, officers and employees and members of their families.

This Code is intended to address three fundamental principles which must guide
our personal investment activities in light of our fiduciary duties: FIRST, THE
INTERESTS OF CLIENTS AND MUTUAL FUND SHAREHOLDERS MUST ALWAYS TAKE PRECEDENCE
OVER PERSONAL INTERESTS; SECOND, CHG PERSONNEL MUST NOT TAKE INAPPROPRIATE
ADVANTAGE OF THEIR POSITIONS AS SECURITIES INDUSTRY PROFESSIONALS; AND, THIRD,
PERSONAL INVESTING ACTIVITIES MUST BE CONDUCTED IN SUCH A WAY AS TO AVOID ANY
ACTUAL OR POTENTIAL CONFLICT WITH INVESTMENT ACTIVITIES UNDERTAKEN FOR CLIENTS.

Further, Securities and Exchange Commission rule 17j-1 under the Investment
Company Act of 1940 requires that every investment company adopt a code of
ethics regarding personal investment activities of persons having access to
information about portfolio transactions of the investment company, and rule
204-2 under the Investment Advisers Act requires that investment advisers keep
certain records, which must be available for inspection by representatives of
the SEC, regarding personal investment activities of advisory personnel. This
Code has been adopted by CHG and the boards of trustees of the mutual funds
managed by CHG ("Funds"), to address these principles and regulatory
requirements.

2.       COMPLIANCE WITH THIS CODE IS A CONDITION OF EMPLOYMENT:      Compliance
with this Code and the principles described above is a condition of employment
for each officer and employee of CHG. Violation of this Code, its principles or
the spirit of the Code may be cause for disciplinary action by CHG, including
termination of employment. Other disciplinary actions may be determined at the
discretion of CHG's compliance officer or senior management and may include
periods of "probation" during which all personal investment activities (except
for an approved liquidation of current positions) are prohibited or other
measures.
<PAGE>
3.       DEFINITIONS:

ACCESS PERSONS includes all officers and employees of CHG (except certain
non-employee directors and officers) and includes employees of affiliated
companies that maintain an office at CHG.

BENEFICIAL OWNERSHIP includes ownership of securities held by an Access Person
for his or her own benefit, whether in bearer form or registered in his or her
own name or otherwise. It also includes ownership of securities held for his or
her benefit by others (regardless of whether or how they are registered) such as
custodians, brokers, executors, administrators, or trustees (including trusts in
which he or she has only a remainder interest), securities held for his or her
account by pledges and securities owned by a partnership in which an access
person regards as a personal holding corporation. Correspondingly, this term
would exclude securities held by an Access Person for the benefit of someone
else.

Securities held in the name of another should be considered as "beneficially"
owned by an Access Person where such person enjoys "benefits substantially
equivalent to ownership" e.g., application of the income derived from securities
to maintain a common home, to meet expenses which such person otherwise would
meet from other sources, or the ability to exercise a controlling influence over
the purchase, sale or voting of such securities. Generally, a person is regarded
as the Beneficial Owner of securities held in the name of his or her spouse and
their minor children.

An Access Person may be regarded as the Beneficial Owner of securities held in
the name of another person, if by reason of any contract, understanding,
relationship, agreement or other arrangement, benefits substantially equivalent
to those of ownership are obtained. The fact that the holder is a relative or
relative of a spouse sharing the same home as an Access Person may in itself
indicate that the Access Person would obtain benefits substantially equivalent
to those of ownership. Thus, it is expected that securities held by relatives
who share the same household as Access Person will be treated as being
beneficially owned by the Access Person.

Determination of beneficial ownership may only be made by the Compliance Officer
in consultation with Legal Counsel.

COMMODITY INTERESTS include futures contracts, and options on futures, relating
to any stock or non-government issued bond.

COMPLEX means the group of registered investment companies and individually
managed accounts advised by CHG.

DESIGNATED CHARITIES are non-profit organizations that have been selected based
upon the type of service they provide and because there are no affiliations
between the charity and any employee or affiliate of CHG. Employees are
encouraged to disgorge profits to these organizations. However, they are free to
select a charity of their choice as long as it is a qualified 501(c)(3)
organization under the Internal Revenue Code. The employee will designate the
qualification of any organization not listed below at the time of disgorgement.
The charities are:

CASA (Court Appointed Special Advocates Association - an organization serving
abused and neglected children), The Albertina Kerr Foundation (for children with
developmental disabilities), Alzheimer's Association, The American Cancer
Society , The American Heart Association, The American Lung Association ,
Arthritis Foundation or an Access Person's or the Access Person's children's
Alma Mater.
<PAGE>
INVESTMENT PERSONNEL includes portfolio managers as well as analysts, traders
and individuals who provide information used by the portfolio managers in
rendering investment advice to CHG's clients.

NON-EMPLOYEE DIRECTORS AND OFFICERS include those directors and officers of CHG
or the Funds who are not employees of CHG, and who do not in the course of their
normal duties obtain information about client portfolio activities.

PERSONAL TRANSACTIONS include transactions in securities and commodities
interests for the account of any individual subject to this Code in which the
designated Access Person has, or by reason of such transaction acquires, any
direct or indirect Beneficial Ownership (as defined in Exhibit A).

SECURITIES include equity and equity-related securities, such as common stocks,
options on common stocks, preferred stocks, shares of closed-end investment
companies, convertible or participating debentures or notes, derivative
instruments, and corporate and municipal bonds and notes. Securities also
include limited partnership interests and private placement common or preferred
stocks and debt instruments.

The rules under the Code do not apply to U.S. Government obligations, bankers'
acceptances, bank certificates of deposit, commercial paper, Index options,
shares of registered open-end investment companies (mutual funds) commodity
interests in agricultural, industrial or precious metals commodities or
derivatives of any of these securities.

SENIOR MANAGEMENT includes the President, Chief Operating Officer, Chief
Financial Officer and a Portfolio Manager of CHG and may include the Chief
Compliance Officer of Liberty Financial Companies.

TRUSTEES represent the Boards of Trustees of Liberty Funds Trust III and the
Liberty Variable Investment Trust which include the Crabbe Huson Funds.
<PAGE>
4.       PROHIBITED PURCHASES AND SALES:

A.  PURCHASE SECURITIES FROM OR SELL SECURITIES TO CLIENTS: Access Persons are
    prohibited from, directly or indirectly, purchasing any security from or
    selling any security to a client or Fund account. Such a transaction could
    pose a direct conflict with CHG's fiduciary duty, and could violate
    applicable federal and state securities laws and ERISA.

B.  POTENTIAL CONFLICTS OF INTEREST DURING BLACKOUT PERIODS Unless there is an
    exemption as provided in Section 6 below, Access Persons are prohibited from
    buying or selling a Security within seven calendar days before or seven
    calendar days after a Fund or advisory client trades in the same or an
    equivalent Security unless the security has a market capitalization of $5
    billion or more at the time of the transaction. If a security transaction is
    affected during the 15 day period, Compliance will discuss the situation
    with at least two members of Senior Management and may instruct the Access
    Person to reverse the trade or disgorge profits to a Designated Charity.

C.  SHORT-TERM TRADING PROFITS: Except as provided in Section 6 below,
    Investment Personnel are prohibited from profiting from a purchase and sale,
    or sale and purchase, of the same or an equivalent Security within any 60
    calendar day period. If trades are effected during the proscribed period,
    Compliance will discuss the situation with at least two members of Senior
    Management and may instruct the Access Person to reverse the trade or
    disgorge profits to a Designated Charity.

D.  INITIAL PUBLIC OFFERINGS: No Access Person may acquire any Securities in an
    initial public offering.

E.   PRIVATE PLACEMENTS: No Investment Personnel may acquire any Securities in a
     private placement without obtaining approval from Compliance.

    (i)  Such approval will take into account, among other factors, whether the
         investment opportunity should be reserved for clients or funds and
         whether the opportunity is being offered to the Investment Personnel by
         virtue of his/her position with CHG.

    (ii) Investment Personnel who have been authorized to acquire Securities in
         a private placement must disclose that investment to the Compliance
         Officer (or his designee) when they play a part in any subsequent
         consideration of an investment by a Fund or client in the issuer. In
         such circumstances, the decision to purchase Securities of the issuer
         will be subject to an independent review by appropriate personnel with
         no personal interest in the issuer.

5.       PRE-CLEARANCE:    Access Persons must submit all personal Securities
transactions to the Compliance Officer or his designee ("Compliance") using the
Pre-Clearance Request form. All personal Securities transactions by Access
Persons must be pre-cleared prior to execution. If an order is not executed by
the close of business on the business day after the pre-clearance has been
approved by Compliance, the request for pre-clearance must be re-submitted. The
Compliance Officer will submit his or her personal transactions to the Chief
Operating Officer or in his absence, the Chief Financial Officer.

In submitting a proposed transaction for pre-clearance, an Access Person must
certify that the proposed transaction complies with the requirements of this
Code. Compliance with this Code may depend on subsequent investment activities
in the complex. Pre-clearance approval of a transaction by Compliance will be
based on information then available and does not necessarily mean the
transaction complies with this Code. If it is known that a Fund or advisory
client account has a pending order to buy or sell the same security,
pre-clearance will be denied.
<PAGE>
6.       EXEMPTIONS:       Subject to pre-clearance, the prohibitions related to
a blackout period and the ban on short-term trading profits will not apply to
the following transactions:

A.  Purchase(s) pursuant to a dividend reinvestment program (DRIP) or
    purchase(s) based upon pre-existing status as a policyholder or depositor;

B.  Purchase(s) of a Security through the exercise of rights issued to the
    Access Person as part of a pro rata issue to all holders of such Securities
    and the sale of such rights;

C.  Transactions that are non-volitional, including any sale in a brokerage
    account resulting from a margin call so long as collateral was not withdrawn
    within 10 calendar days prior to the call;

D.  Transactions for an account previously approved in writing by the Compliance
    Officer over which the Access Person has no direct or indirect influence or
    control; and

E.  Transactions in U.S. Government Securities, as defined in this Code of
    Ethics.

7.       REPORTING:        The following general requirements of the Code are
applicable as  indicated:

A.  DISCLOSURE OF HOLDINGS AND ACCOUNTS: All Access Persons must disclose to the
    Compliance Officer within 10 days of employment and thereafter on an annual
    basis (or sooner if a new account is opened), all securities and commodity
    interest holdings and accounts for which the person has beneficial
    ownership..

    (i)   All brokers and futures commission merchants (FCM's) must be
          instructed to forward copies of periodic account statements directly
          to:

                            Crabbe Huson Group, Inc.
                            Attn: Compliance Officer
                            121 SW Morrison #1400
                            Portland, OR  97204-3189

    (ii)  For Access Persons who maintain a bank custody account, the bank's
          statements will be accepted in lieu of broker account statements.

B.  ANNUAL CERTIFICATION OF COMPLIANCE: Each Access Person is required to
    complete an annual disclosure of all securities and commodities holdings and
    certify the following:

    (i)   they have read and understand the Code;

    (ii)  they recognize they are subject to the Code;

    (iii) they have complied with the requirements of the Code; and

    (iv)  they have disclosed or reported all personal Securities transactions
          required to be disclosed or reported pursuant to the requirements of
          the Code.

C.  DISCLOSURE OF FAMILY MEMBERS EMPLOYED IN THE SECURITIES INDUSTRY: Every
    Access Person must disclose in writing to the Compliance Officer the
    employment of a spouse or other family member in the securities industry in
    a position which might benefit as a result of the activities of the Access
    Person or CHG. Access Persons are prohibited from influencing the investment
    activities of CHG's clients for direct or indirect personal or familial
    benefit.

D.  TRADING WHILE IN POSSESSION OF MATERIAL NON-PUBLIC ("INSIDE") INFORMATION IS
    PROHIBITED: All Access Persons should read, understand and comply with CHG's
    "Policies Regarding the Use of Inside Information" which is distributed
    annually or upon hiring. Such information may include material non-public
    information including information regarding the firm's investment activities
    and knowledge of pending Fund or client transactions. An Access Person that
    trades in such a security while in possession of information would violate
    this Code, and may subject the individual(s) to criminal penalties under
    federal securities laws.
<PAGE>
8.       GIFTS:            Access Persons are prohibited from receiving/giving
any gift or other thing of more than $100 in value from/to any person or entity
that does business with or is seeking to do business with or on behalf of CHG
and the Funds. Occasional business meals or entertainment (theatrical or
sporting events, etc.) are permitted so long as they are not excessive in number
or cost and do not influence the behavior of the recipient. The recipient or
giver of any gift in excess of $100 must disclose the gift to the Compliance
Officer.

9.       SERVICE AS A DIRECTOR:     Investment Personnel are prohibited from
serving on the boards of directors of publicly traded companies, absent prior
authorization from the Compliance Officer, based upon a determination that the
board service would be consistent with the interests of the Fund and clients. In
the limited instances that such board service is authorized, Investment
Personnel will be isolated from those making investment decisions affecting
transactions in Securities issued by any publicly traded company on whose board
such Investment Personnel serves as a director through the use of "Chinese Wall"
or other procedures designed to address the potential conflicts of interest.

10.      ENFORCEMENT AND CODE VIOLATIONS:    All violations of the Code will be
reported to Senior Management of Crabbe Huson Group, Inc. and Liberty Financial
Companies' Chief Compliance Officer on a quarterly basis.

A.  The Compliance Officer (or his designee) shall review reports filed under
    the Code to determine whether any violation of this Code may have occurred.

B.  The Compliance Officer shall investigate any alleged violation of the Code
    of Ethics. An Employee allegedly involved in a violation of the Code of
    Ethics may be required to deliver all documentation related to any Personal
    Account or any Securities for which the Employee has Beneficial Ownership
    for all years requested. Failure to comply may result in termination.

C.  In determining the sanctions to be imposed for a violation of this Code,
    Senior Management may consider any factors deemed relevant, including but
    not limited to:

    (i)  the degree of willfulness of the violation;

    (ii) the severity of the violation;

    (iii) the extent, if any to which an Employee profited or benefited from the
         violation;

    (iv) the adverse effect, if any, of the violation on a Fund or any client
         account;

    (v)  any history of prior violations of the Code;

    (vi) the extent to which the employee voluntarily disclosed the violation or
         cooperated in any investigation of the violation.

Senior Management may impose any sanction it deems appropriate, such as:

    (i)  Reversal of transactions;

    (ii) Disgorgement of profits;

    (iii) Fines (in accordance with the fine schedule in Exhibit A);

    (iv) Letter of reprimand;

    (v)  Suspension or termination of employment;

    (vi) Such other actions as Senior Management (exclusive of the guilty
         party), shall determine.
<PAGE>
11.      REVIEW BY THE TRUSTEES:    The Compliance Officer will prepare a report
addressed to the Chief Compliance Officer of the Liberty Financial Companies for
inclusion in a report to the Trustees. The report will be prepared on a
quarterly basis and include at a minimum:

A.  any violations during the preceding quarter;

B.  any recommended changes in existing restrictions or procedures based upon
    Crabbe Huson Group, Inc.'s or the Fund's experience under the Code, evolving
    industry practices, or developments in applicable laws and regulations; and

C.  a summary of any material changes in the Code during the preceding quarter.

12.      REQUIREMENTS APPLICABLE TO NON-EMPLOYEE DIRECTORS AND OFFICERS OF THE
FUNDS OR CHG:     Each Non-Employee Director and Officer shall file with Liberty
Financial Company's Compliance Officer within ten calendar days after the end of
each calendar quarter a report listing each Security transaction effected during
the quarter in any personal account which at the time of the transaction the
director or officer knew or, in the ordinary course of fulfilling his or her
official duties as a director or officer should have known, that during the 15
days prior to or after the transaction any Fund is or was considering or
executing a transaction in the same security.
<PAGE>
                                    EXHIBIT A

                               Crabbe Huson Group
                                  Fine Schedule
                            Code of Ethics Violations


Failure to Pre-Clear a Securities Transaction by Trade Date (notification on a
'Pre-Clearance Request Form')

<TABLE>
<CAPTION>
                           Access Persons &
                           Investment Personnel
<S>                        <C>
First Offense              $  250.00

Second Offense*            $  500.00

Third Offense*             $1,000.00
</TABLE>

Failure to File Quarterly Report of Securities Transaction (i.e., notify the
Compliance Department of a personal trading account or a change in broker dealer
name)

<TABLE>
<S>                        <C>
First Offense              Written Warning

Second Offense*            $250.00

Third Offense*             $500.00
</TABLE>


Note:    Additional Offences will result in a prohibition against personal
security transactions.

In addition to administrative, the appearance of a conflict of interest or other
specific circumstances of a personal securities transaction may cause Senior
Management to take additional disciplinary action against an employee, which may
include disgorgement of profits realized or termination of employment.

*As measured by a 24 month revolving period beginning with the effective date of
this amendment.



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission