STEIN ROE ADVISOR TRUST, N-1A EL, 1996-12-04

STEIN ROE ADVISOR TRUST
N-1A EL, 1996-12-04

Previous: STEIN ROE ADVISOR TRUST, N-18F1, 1996-12-04

Next: SOUTHPOINT STRUCTURED ASSETS INC, 8-K, 1996-12-04

1933 Act Registration No. __________
1940 Act File No. 811-07955

SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933 [X]
Post-Effective Amendment No. __ [ ]
and
REGISTRATION STATEMENT UNDER
THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. __ [ ]

STEIN ROE ADVISOR TRUST
Registrant

One South Wacker Drive, Chicago, Illinois 60606
Telephone Number: 1-800-338-2550

Jilaine Hummel Bauer Cameron S. Avery
Executive Vice-President Bell, Boyd & Lloyd
& Secretary Three First National Plaza
Stein Roe Advisor Trust Suite 3300
One South Wacker Drive 70 W. Madison Street
Chicago, Illinois 60606 Chicago, Illinois 60602
(Agents for Service)

Approximate Date of Proposed Public Offering: As soon as
practicable after effectiveness of the Registration Statement.

Registrant hereby elects to register under the Securities Act of
1933 an indefinite number of its shares of beneficial interest,
without par value, of the series of shares designated Stein Roe
Advisor Growth & Income Fund, Stein Roe Advisor International Fund,
Stein Roe Advisor Young Investor Fund, Stein Roe Advisor Special
Venture Fund, Stein Roe Advisor Balanced Fund, Stein Roe Advisor
Growth Stock Fund, and Stein Roe Advisor Special Fund.

Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until
Registrant shall file a further amendment which specifically states
that this Registration Statement shall thereafter become effective
in accordance with Section 8(a) of the Securities Act of 1933, or
until the Registration Statement shall become effective, or such
date as the Commission, acting pursuant to said Section 8(a), may
determine.

This Registration Statement has also been signed by SR&F Base Trust.

<PAGE>
STEIN ROE ADVISOR TRUST
CROSS REFERENCE SHEET

ITEM
NO. CAPTION
- ----- -------
PART A (PROSPECTUS)
1 Front cover
2 Fee Table; Summary
3 (a) Inapplicable
(b) Inapplicable
(c) Investment Return
(d) Inapplicable
4 Organization and Description of Shares; The Fund;
Investment Policies; Investment Restrictions; Risks
and Investment Considerations; Portfolio Investments and
Strategies; Summary--Investment Risks
5 (a) Management--Trustees and Investment Adviser
(b) Management--Trustees and Investment Adviser, Fees and
Expenses
(c) Management--Portfolio Managers
(d) Inapplicable
(e) Management--Transfer Agent
(f) Management--Fees and Expenses
(g) Inapplicable
5A Inapplicable
6 (a) Organization and Description of Shares; see statement of
additional information: General Information and History
(b) Inapplicable
(c) Organization and Description of Shares
(d) Organization and Description of Shares
(e) For More Information
(f) Distributions and Income Taxes
(g) Distributions and Income Taxes
(h) Special Considerations Regarding Master Fund/Feeder Fund
Structure
7 How to Purchase Shares
(a) Management--Distributor
(b) How to Purchase Shares; Net Asset Value
(c) Inapplicable
(d) How to Purchase Shares
(e) Inapplicable
(f) Management--Fees and Expenses
8 (a) How to Redeem Shares
(b) How to Purchase Shares
(c) How to Redeem Shares
(d) How to Redeem Shares
9 Inapplicable

PART B (STATEMENT OF ADDITIONAL INFORMATION)
10 Cover page
11 Table of Contents
12 General Information and History
13 Investment Policies; Portfolio Investments and Strategies;
Investment Restrictions
14 Management
15(a) Inapplicable
(b) Principal Shareholders
(c) Principal Shareholders
16(a) Investment Advisory Services; Management; see prospectus:
Management
(b) Investment Advisory Services
(c) Inapplicable
(d) Investment Advisory Services
(e) Inapplicable
(f) Distributor
(g) Inapplicable
(h) Custodian; Independent Auditors
(i) Transfer Agent
17(a) Portfolio Transactions
(b) Inapplicable
(c) Portfolio Transactions
(d) Portfolio Transactions
(e) Portfolio Transactions
18 General Information and History
19(a) Purchases and Redemptions; see prospectus: How to Purchase
Shares, How to Redeem Shares
(b) Purchases and Redemptions; see prospectus: Net Asset Value
(c) Purchases and Redemptions
20 Additional Income Tax Considerations; Portfolio Investments
and Strategies--Taxation of Options and Futures
21(a) Distributor
(b) Inapplicable
(c) Inapplicable
22 Investment Performance
23 Balance Sheet

PART C
24 Financial Statements and Exhibits
25 Persons Controlled By or Under Common Control with
Registrant
26 Number of Holders of Securities
27 Indemnification
28 Business and Other Connections of Investment Adviser
29 Principal Underwriters
30 Location of Accounts and Records
31 Management Services
32 Undertakings

<PAGE> 1

SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED DECEMBER 6, 1996

A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION BUT HAS NOT YET
BECOME EFFECTIVE. INFORMATION CONTAINED HEREIN IS SUBJECT TO
COMPLETION OR AMENDMENT. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION
STATEMENT BECOMES EFFECTIVE. THIS STATEMENT OF ADDITIONAL
INFORMATION SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALES OF
THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION,
OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION
UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
_______________________

STEIN ROE ADVISOR BALANCED FUND
The investment objective of Advisor Balanced Fund is to provide
long-term growth of capital and current income, consistent with
reasonable investment risk. Advisor Balanced Fund invests all of
its net investable assets in shares of SR&F Balanced Portfolio, a
portfolio of SR&F Base Trust that has the same investment
objective and substantially the same investment policies as
Advisor Balanced Fund. (SEE SPECIAL CONSIDERATIONS REGARDING
MASTER FUND/FEEDER FUND STRUCTURE.)

Shares of Advisor Balanced Fund may be purchased only through
Intermediaries, including retirement plans.

Advisor Balanced Fund has no sales or redemption charges.
Advisor Balanced Fund is a series of Stein Roe Advisor Trust and
Balanced Portfolio is a series of SR&F Base Trust. Each Trust is
a diversified open-end management investment company.

This prospectus contains information you should know before
investing in Advisor Balanced Fund. Please read it carefully and
retain it for future reference.

A Statement of Additional Information dated _______, 1997,
containing more detailed information, has been filed with the
Securities and Exchange Commission and (together with any
supplements thereto) is incorporated herein by reference. The
Statement of Additional Information may be obtained without
charge by writing to Stein Roe Mutual Funds, Suite 3200, One
South Wacker Drive, Chicago, Illinois 60606, or by calling 800-
________.

MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR
GUARANTEED BY, ANY BANK OR OTHER DEPOSITORY INSTITUTION. SHARES
ARE NOT INSURED BY THE FDIC, THE FEDERAL RESERVE BOARD, OR ANY
OTHER AGENCY, AND ARE SUBJECT TO INVESTMENT RISK, INCLUDING THE
POSSIBLE LOSS OF THE PRINCIPAL AMOUNT INVESTED.

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

The date of this prospectus is ___________, 1997.

TABLE OF CONTENTS

Page
Summary............................. ...2
Fee Table ......................... ....3
The Fund............................... 4
Investment Policies................... .4
Performance Information................ 5
Risks and Investment Considerations .. .5
Investment Restrictions ............. ..6
Portfolio Investments and Strategies.. .7
Net Asset Value ..................... .10
How to Purchase Shares.............. ..10
How to Redeem Shares .............. ...11
Distributions and Income Taxes.... ....12
Management ...................... .....13
Organization and Description of Shares.15
Special Considerations Regarding the
Master Fund/Feeder Fund Structure... 15
For More Information ..................18

SUMMARY

Stein Roe Advisor Balanced Fund ("Advisor Balanced Fund") is a
series of Stein Roe Advisor Trust, an open-end diversified
management investment company organized as a Massachusetts
business trust. (See The Fund and Organization and Description
of Shares.) This prospectus is not a solicitation in any
jurisdiction in which shares of Advisor Balanced Fund are not
qualified for sale.

INVESTMENT OBJECTIVES AND POLICIES. The investment objective of
Advisor Balanced Fund is to provide long-term growth of capital
and current income, consistent with reasonable investment risk.
Advisor Balanced Fund invests all of its net investable assets in
SR&F Balanced Portfolio ("Balanced Portfolio") which has the same
investment objective and investment policies substantially
similar to those of Advisor Balanced Fund. The assets of
Balanced Portfolio are allocated among equities, debt securities,
and cash. The portfolio manager determines those allocations
based on the views of the Adviser's investment strategists
regarding economic, market, and other factors relative to
investment opportunities.

For a more detailed discussion of the investment objectives and
policies, please see Investment Policies and Portfolio
Investments and Strategies. There is, of course, no assurance
that Advisor Balanced Fund and Balanced Portfolio will achieve
their common investment objective.

INVESTMENT RISKS. Advisor Balanced Fund is designed for long-
term investors who can accept the fluctuations in portfolio value
and other risks associated with seeking long-term capital
appreciation through investments in securities. Balanced
Portfolio may invest in foreign securities, which may entail a
greater degree of risk than investing in securities of domestic
issuers. There is, of course, no assurance that Advisor Balanced
Fund will achieve its investment objective. Please see
Investment Restrictions and Risks and Investment Considerations
for further information.

PURCHASES AND REDEMPTIONS. Shares of Advisor Balanced Fund may
be purchased only through Intermediaries. For information on
purchasing and redeeming Advisor Balanced Fund shares, please see
How to Purchase Shares, How to Redeem Shares, and Management--
Distributor.

MANAGEMENT AND FEES. Stein Roe & Farnham Incorporated (the
"Adviser") is investment adviser to Balanced Portfolio. In
addition, it provides administrative services to Advisor Balanced
Fund and Balanced Portfolio. For a description of the Adviser
and these service arrangements, see Management.

FEE TABLE

SHAREHOLDER TRANSACTION EXPENSES
Sales Load Imposed on Purchases....................None
Sales Load Imposed on Reinvested Dividends.........None
Deferred Sales Load................................None
Redemption Fees....................................None
Exchange Fees......................................None

ANNUAL FUND OPERATING EXPENSES (as a percentage
of average net assets; after reimbursement)
Management and Administrative Fees (after
reimbursement)...................................0.55%
12b-1 Fees.........................................0.25%
Other Expenses ....................................0.55%
-----
Total Operating Expenses (after
reimbursement)...................................1.35%
=====

EXAMPLE.
You would pay the following expenses on a $1,000 investment
assuming (1) 5% annual return; and (2) redemption at the end of
each time period:

1 year 3 years
------- -------
$14 $43

The purpose of the Fee Table is to assist you in understanding
the various costs and expenses that you will bear directly or
indirectly as an investor in Advisor Balanced Fund. The Fee
Table reflects the combined expenses of both Advisor Balanced
Fund and Balanced Portfolio. Anticipated Total Operating
Expenses for Advisor Balanced Fund are annualized projections
based upon current administrative fees and management fees.
Other Expenses are estimated amounts for the current fiscal year.
The figures assume that the percentage amounts listed under
Annual Fund Operating Expenses remain the same during each of the
periods and that all income dividends and capital gain
distributions are reinvested in additional shares.

From time to time, the Adviser may voluntarily undertake to
reimburse Advisor Balanced Fund for a portion of its operating
expenses and its pro rata share of Balanced Portfolio's operating
expenses. The Adviser has undertaken to reimburse Advisor
Balanced Fund for its operating expenses and its pro rata share
of Balanced Portfolio's operating expenses to the extent such
expenses exceed 1.35% of Advisor Balanced Fund's annual average
net assets. This commitment expires on January 31, 1998, subject
to earlier termination by the Adviser on 30 days' notice to
Advisor Balanced Fund. Absent such reimbursement, Advisor
Balanced Fund's share of Balanced Portfolio's Management Fee and
the Fund's Administrative Fee and Total Operating Expenses would
be 0.70% and 1.50%, respectively. Any such reimbursement will
lower Advisor Balanced Fund's overall expense ratio and increase
its overall return to investors. (Also see Management--Fees and
Expenses.)

Advisor Balanced Fund pays the Adviser an administrative fee
based on its average daily net assets and Balanced Portfolio pays
the Adviser a management fee based on its average daily net
assets. The trustees of Advisor Trust have considered whether
the annual operating expenses of Advisor Balanced Fund, including
its proportionate share of the expenses of Balanced Portfolio,
would be more or less than if Advisor Balanced Fund invested
directly in the securities held by Balanced Portfolio, and
concluded that Advisor Balanced Fund's expenses would not be
materially greater in such case.

The figures in the Example are not necessarily indicative of past
or future expenses, and actual expenses may be greater or less
than those shown. Although information such as that shown in the
Examples and Fee Table is useful in reviewing Advisor Balanced
Fund's expenses and in providing a basis for comparison with
other mutual funds, it should not be used for comparison with
other investments using different assumptions or time periods.

Because Advisor Balanced Fund pays a 12b-1 fee, long-term
investors in Advisor Balanced Fund may pay more over long periods
of time in distribution expenses than the maximum front-end sales
charge permitted by the National Association of Securities
Dealers, Inc. ("NASD"). For further information on Advisor
Balanced Fund's 12b-1 fee, see Management--Distributor.

THE FUND

STEIN ROE ADVISOR BALANCED FUND ("Advisor Balanced Fund") is a
series of Stein Roe Advisor Trust ("Advisor Trust"), which is an
open-end diversified management investment company authorized to
issue shares of beneficial interest in separate series.

Rather than invest in securities directly, Advisor Balanced Fund
seeks to achieve its investment objective by using the "master
fund/feeder fund" structure. Under that structure, a feeder
fund, together with one or more feeder funds or institutional
investors pool their assets in a master portfolio that has the
same investment objective and substantially the same investment
policies and restrictions as the feeder funds. (See Special
Considerations Regarding Master Fund/Feeder Fund Structure.)
Advisor Balanced Fund invests all of its net investable assets in
shares of SR&F Balanced Portfolio ("Balanced Portfolio"), which
is a series of SR&F Base Trust ("Base Trust").

Stein Roe & Farnham Incorporated (the "Adviser") provides
portfolio management services to Balanced Portfolio and
administrative services to Advisor Balanced Fund and Balanced
Portfolio.

INVESTMENT POLICIES

The investment objective of Advisor Balanced Fund is to provide
long-term growth of capital and current income, consistent with
reasonable investment risk. Advisor Balanced Fund invests all of
its net investable assets in Balanced Portfolio, which has the
same investment objective and investment policies substantially
similar to Advisor Balanced Fund. The assets of Balanced
Portfolio are allocated among equities, debt securities and cash.
The portfolio manager determines those allocations based on views
of the Adviser's investment strategists regarding economic,
market and other factors relative to investment opportunities.

The equity portion of the portfolio is invested primarily in
well-established companies having market capitalizations in
excess of $1 billion. Debt securities will make up at least 25%
of Balanced Portfolio's total assets. Investments in debt
securities are limited to those that are within the four highest
grades (generally referred to as "investment grade") assigned by
a nationally recognized statistical rating organization or, if
unrated, determined by the Adviser to be of comparable quality.

Further information on investment techniques that may be employed
by Balanced Portfolio and the risks associated with such
techniques may be found under Risks and Investment Considerations
and Portfolio Investments and Strategies in this prospectus and
in the Statement of Additional Information.

PERFORMANCE INFORMATION

The total return from an investment in Advisor Balanced Fund is
measured by the distributions received (assuming reinvestment),
plus or minus the change in the net asset value per share for a
given period. A total return percentage may be calculated by
dividing the value of a share at the end of the period (including
reinvestment of distributions) by the value of the share at the
beginning of the period and subtracting one. For a given period,
an average annual total return may be calculated by finding the
average annual compounded rate that would equate a hypothetical
$1,000 investment to the ending redeemable value.

Comparison of Advisor Balanced Fund's total return with
alternative investments should consider differences between the
Fund and the alternative investments, the periods and methods
used in calculation of the return being compared, and the impact
of taxes on alternative investments. Of course, past performance
is not necessarily indicative of future results. Share prices
may vary, and your shares when redeemed may be worth more or less
than your original purchase price.

As of the date of this Prospectus, Advisor Balanced Fund had no
past performance. However, Stein Roe Balanced Fund, a series of
Stein Roe Investment Trust which has a similar name, the same
investment objective and substantially the same investment
policies as Advisor Balanced Fund, also invests all of its net
investable assets in Balanced Portfolio. The average annual
total return for a 1-year, 3-year, 5-year and 10-year investment
in Stein Roe Balanced Fund were 14.83%, ___%, 10.93% and 10.58%,
respectively. Stein Roe Balanced Fund has a different fee
structure than Advisor Balanced Fund and does not pay 12b-1 fees.
Had these fees been reflected, the total returns shown in the
table would have been lower.

RISKS AND INVESTMENT CONSIDERATIONS

Advisor Balanced Fund is designed for long-term investors who can
accept the fluctuations in portfolio value and other risks
associated with seeking long-term capital appreciation through
investments in securities. Balanced Portfolio usually allocates
its investments among a number of different industries rather
than concentrating in a particular industry or group of
industries, but this does not eliminate all risk. It will not,
however, invest more than 25% of the total value of its assets
(at the time of investment) in the securities of companies in any
one industry. There can be no guarantee that Advisor Balanced
Fund or Balanced Portfolio will achieve its objective.

Balanced Portfolio may invest up to 35% of its total assets in
debt securities. Debt securities rated in the fourth highest
grade may have some speculative characteristics, and changes in
economic conditions or other circumstances may lead to a weakened
capacity of the issuers of such securities to make principal and
interest payments. Securities rated below investment grade may
possess speculative characteristics, and changes in economic
conditions are more likely to affect the issuer's capacity to pay
interest or repay principal.

Balanced Portfolio may invest up to 25% of its total assets in
foreign securities. For purposes of this limit, foreign
securities exclude American Depositary Receipts (ADRs), foreign
debt securities denominated in U.S. dollars, and securities
guaranteed by a U.S. person. Investment in foreign securities
may represent a greater degree of risk (including risk related to
exchange rate fluctuations, tax provisions, exchange and currency
controls, and expropriation of assets) than investment in
securities of domestic issuers. Other risks of foreign investing
include less complete financial information on issuers, different
accounting, auditing and financial reporting standards, different
settlement practices, less market liquidity, more market
volatility, less developed and regulated markets, and greater
political instability. In addition, various restrictions by
foreign governments on investments by non-residents may apply,
including imposition of exchange controls and withholding taxes
on dividends, and seizure or nationalization of investments owned
by non-residents. Foreign investments also tend to involve
higher transaction and custody costs.

Further information on investment techniques that may be employed
by Balanced Portfolio may be found under Portfolio Investments
and Strategies.

INVESTMENT RESTRICTIONS

Neither Advisor Balanced Fund nor Balanced Portfolio may invest
more than 5% of its assets in the securities of any one issuer.
This restriction applies only to 75% of its investment portfolio,
and does not apply to securities of the U.S. Government or
repurchase agreements for such securities. This restriction also
does not prevent Advisor Balanced Fund from investing all of its
assets in shares of another investment company having the
identical investment objective under a master/feeder structure.

Neither Advisor Balanced Fund nor Balanced Portfolio will acquire
more than 10% of the outstanding voting securities of any one
issuer. Advisor Balanced Fund may, however, invest all of its
assets in shares of another investment company having the
identical investment objective under a master/feeder structure.

Neither Advisor Balanced Fund nor Balanced Portfolio may make
loans except that it may (1) purchase money market instruments
and enter into repurchase agreements; (2) acquire publicly-
distributed or privately-placed debt securities; (3) lend its
portfolio securities under certain conditions; and (4)
participate in an interfund lending program with other Stein Roe
Funds and Portfolios. Advisor Balanced Fund and Balanced
Portfolio may not borrow money, except for non-leveraging,
temporary, or emergency purposes or in connection with
participation in the interfund lending program. Neither the
aggregate borrowings (including reverse repurchase agreements)
nor the aggregate loans at any one time may exceed 33 1/3% of the
value of total assets. Additional securities may not be
purchased when borrowings less proceeds receivable from sales of
portfolio securities exceed 5% of total assets.

Advisor Balanced Fund and Balanced Portfolio may invest in
repurchase agreements, /1/ provided that neither will invest more
than 15% of its net assets in repurchase agreements maturing in
more than seven days, and any other illiquid securities.
- -----------
/1/ A repurchase agreement involves a sale of securities to
Balanced Portfolio in which the seller agrees to repurchase the
securities at a higher price, which includes an amount
representing interest on the purchase price, within a specified
time. In the event of bankruptcy of the seller, Balanced
Portfolio could experience both losses and delays in liquidating
its collateral.
- ------------

The policies summarized in the first three paragraphs under this
section and the policy with respect to concentration of
investments in any one industry described under Risks and
Investment Considerations are fundamental policies of Advisor
Balanced Fund and Balanced Portfolio and, as such, can be changed
only with the approval of a "majority of the outstanding voting
securities" as defined in the Investment Company Act of 1940.
The common investment objective of Advisor Balanced Fund and
Balanced Portfolio is non-fundamental and, as such, may be
changed by the Board of Trustees without shareholder approval.
All of the investment restrictions are set forth in the Statement
of Additional Information.

PORTFOLIO INVESTMENTS AND STRATEGIES

DEBT SECURITIES.
Investment in debt securities is limited to those that are rated
within the four highest grades (generally referred to as
investment grade). If the rating of a security held by Balanced
Portfolio is lost or reduced below investment grade, the
Portfolio is not required to dispose of the security--the Adviser
will, however, consider that fact in determining whether Balanced
Portfolio should continue to hold the security. When the Adviser
deems a temporary defensive position advisable, Balanced
Portfolio may invest, without limitation, in high-quality fixed
income securities, or hold assets in cash or cash equivalents.

FOREIGN SECURITIES.
Balanced Portfolio may invest in sponsored or unsponsored ADRs.
In addition to, or in lieu of, such direct investment, Balanced
Portfolio may construct a synthetic foreign debt position by (a)
purchasing a debt instrument denominated in one currency,
generally U.S. dollars; and (b) concurrently entering into a
forward contract to deliver a corresponding amount of that
currency in exchange for a different currency on a future date
and at a specified rate of exchange. Because of the availability
of a variety of highly liquid U.S. dollar debt instruments, a
synthetic foreign debt position utilizing such U.S. dollar
instruments may offer greater liquidity than direct investment in
foreign currency debt instruments.

In connection with the purchase of foreign securities, Balanced
Portfolio may enter into foreign currency forward and futures
contracts to hedge the currency risk in settlement of a
particular security transaction or relative to the entire
portfolio. A forward contract to purchase an amount of foreign
currency sufficient to pay the purchase price of securities at
settlement date involves the risk that the value of the foreign
currency may decline relative to the value of the dollar prior to
the settlement date. This risk is in addition to the risk that
the value of the foreign security purchased may decline.
Balanced Portfolio also may enter into foreign currency contracts
as a hedging technique to limit or reduce exposure of the entire
portfolio to currency fluctuations. In addition, Balanced
Portfolio may use options and futures contracts, as described
below, to limit or reduce exposure to currency fluctuations.

CONVERTIBLE SECURITIES.
By investing in convertible securities, Balanced Portfolio
obtains the right to benefit from the capital appreciation
potential in the underlying stock upon exercise of the conversion
right, while earning higher current income than would be
available if the stock were purchased directly. In determining
whether to purchase a convertible, the Adviser will consider
substantially the same criteria that would be considered in
purchasing the underlying stock. Although convertible securities
are frequently rated investment grade, Balanced Portfolio also
may purchase unrated securities or securities rated below
investment grade if the securities meet the Adviser's other
investment criteria. Convertible securities rated below
investment grade tend to be more sensitive to interest rate and
economic changes, may be obligations of issuers who are less
creditworthy than issuers of higher quality convertible
securities, and may be more thinly traded due to the fact that
such securities are less well known to investors than either
common stock or conventional debt securities. As a result, the
Adviser's own investment research and analysis tends to be more
important than other factors in the purchase of convertible
securities.

LENDING PORTFOLIO SECURITIES; WHEN-ISSUED AND DELAYED-DELIVERY
SECURITIES.
Balanced Portfolio may make loans of its portfolio securities to
broker-dealers and banks subject to certain restrictions
described in the Statement of Additional Information. Balanced
Portfolio may participate in an interfund lending program,
subject to certain restrictions described in the Statement of
Additional Information. Balanced Portfolio may invest in
securities purchased on a when-issued or delayed-delivery basis.
Although the payment terms of these securities are established at
the time Balanced Portfolio enters into the commitment, the
securities may be delivered and paid for a month or more after
the date of purchase, when their value may have changed.
Balanced Portfolio will make such commitments only with the
intention of actually acquiring the securities, but may sell the
securities before settlement date if it is deemed advisable for
investment reasons.

SHORT SALES AGAINST THE BOX.
Balanced Portfolio may sell short securities it owns or has the
right to acquire without further consideration, using a technique
called selling short "against the box." Short sales against the
box may protect Balanced Portfolio against the risk of losses in
the value of its portfolio securities because any unrealized
losses with respect to such securities should be wholly or partly
offset by a corresponding gain in the short position. However,
any potential gains in such securities should be wholly or
partially offset by a corresponding loss in the short position.
Short sales against the box may be used to lock in a profit on a
security when, for tax reasons or otherwise, the Adviser does not
want to sell the security. Balanced Portfolio does not expect to
commit more than 20% of its net assets to short sales against the
box. For a more complete explanation, please refer to the
Statement of Additional Information.

DERIVATIVES.
Consistent with its objective, Balanced Portfolio may invest in a
broad array of financial instruments and securities, including
conventional exchange-traded and non-exchange-traded options,
futures contracts, futures options, securities collateralized by
underlying pools of mortgages or other receivables, floating rate
instruments, and other instruments that securitize assets of
various types ("Derivatives"). In each case, the value of the
instrument or security is "derived" from the performance of an
underlying asset or a "benchmark" such as a security index, an
interest rate, or a currency. Balanced Portfolio does not expect
to invest more than 5% of its net assets in any type of
Derivative except for options, futures contracts, and futures
options.

In seeking to achieve its desired investment objective, provide
additional revenue, or to hedge against changes in security
prices, interest rates or currency fluctuations, Balanced
Portfolio may: (1) purchase and write both call options and put
options on securities, indexes and foreign currencies; (2) enter
into interest rate, index and foreign currency futures contracts;
(3) write options on such futures contracts; and (4) purchase
other types of forward or investment contracts linked to
individual securities, indexes or other benchmarks. Balanced
Portfolio may write a call or put option only if the option is
covered. As the writer of a covered call option, Balanced
Portfolio foregoes, during the option's life, the opportunity to
profit from increases in market value of the security covering
the call option above the sum of the premium and the exercise
price of the call. There can be no assurance that a liquid
market will exist when Balanced Portfolio seeks to close out a
position. In addition, because futures positions may require low
margin deposits, the use of futures contracts involves a high
degree of leverage and may result in losses in excess of the
amount of the margin deposit.

Derivatives are most often used to manage investment risk or to
create an investment position indirectly because they are more
efficient or less costly than direct investment. They also may
be used in an effort to enhance portfolio returns.

The successful use of Derivatives depends on the Adviser's
ability to correctly predict changes in the levels and directions
of movements in security prices, interest rates and other market
factors affecting the Derivative itself or the value of the
underlying asset or benchmark. In addition, correlations in the
performance of an underlying asset to a Derivative may not be
well established. Finally, privately negotiated and over-the-
counter Derivatives may not be as well regulated and may be less
marketable than exchange-traded Derivatives. For additional
information on Derivatives, please refer to the Statement of
Additional Information.

PORTFOLIO TURNOVER.
Although Balanced Portfolio does not purchase securities with a
view to rapid turnover, there are no limitations on the length of
time portfolio securities must be held. Accordingly, the
portfolio turnover rate may vary significantly from year to year,
but is not expected to exceed 100% under normal market
conditions. A high rate of portfolio turnover may result in
increased transaction expenses and the realization of capital
gains and losses. (See Distributions and Income Taxes.)

NET ASSET VALUE

The purchase and redemption price of Advisor Balanced Fund's
shares is its net asset value per share. Advisor Balanced Fund
determines the net asset value of its shares as of the close of
trading on the New York Stock Exchange ("NYSE") (currently 3:00
p.m., central time) by dividing the difference between the value
of its assets and liabilities by the number of shares
outstanding. Balanced Portfolio allocates net asset value,
income, and expenses to Advisor Balanced Fund and any other of
its feeder funds in proportion to their respective interests in
Balanced Portfolio.

Net asset value will not be determined on days when the NYSE is
closed unless, in the judgment of the Board of Trustees, the net
asset value of Advisor Balanced Fund should be determined on any
such day, in which case the determination will be made at 3:00
p.m., central time.

Each security traded on a national stock exchange is valued at
its last sale price on that exchange on the day of valuation or,
if there are no sales that day, at the latest bid quotation.
Each over-the-counter security for which the last sale price on
the day of valuation is available from NASDAQ is valued at that
price. All other over-the-counter securities for which reliable
quotations are available are valued at the latest bid quotation.

Long-term straight-debt obligations and securities convertible
into stocks are valued at a fair value using a procedure
determined in good faith by the Board of Trustees. Pricing
services approved by the Board provide valuations (some of which
may be "readily available market quotations"). These valuations
are reviewed by the Adviser. If the Adviser believes that a
valuation received from the service does not represent a fair
value, it values the obligation using a method that the Board
believes represents fair value. The Board may approve the use of
other pricing services and any pricing service used may employ
electronic data processing techniques, including a so-called
"matrix" system, to determine valuations. Other assets and
securities are valued by a method that the Board believes
represents fair value.

HOW TO PURCHASE SHARES

You may purchase Advisor Balanced Fund shares only through
broker-dealers, banks, or other intermediaries, including
retirement plans ("Intermediaries"). The Adviser and Advisor
Balanced Fund do not recommend, endorse, or receive payments from
any Intermediary.

PURCHASE PRICE AND EFFECTIVE DATE. Each purchase of Advisor
Balanced Fund's shares is made at Advisor Balanced Fund's net
asset value (see Net Asset Value) next determined after receipt
of an order in good form, including receipt of payment.

CONDITIONS OF PURCHASE. Each purchase order for Advisor Balanced
Fund must be accepted by an authorized officer of Advisor Trust
or its authorized agent and is not binding until accepted and
entered on the books of Advisor Balanced Fund. Once your
purchase order has been accepted, you may not cancel or revoke
it; you may, however, redeem the shares. Advisor Trust reserves
the right not to accept any purchase order that it determines not
to be in the best interests of Advisor Trust or of Advisor
Balanced Fund's shareholders.

PURCHASES THROUGH INTERMEDIARIES. You must purchase shares
through Intermediaries. These Intermediaries may charge for
their services or place limitations on the extent to which you
may use the services offered by Advisor Trust. In addition, each
Intermediary will establish its own procedures for the purchase
of shares of Advisor Balanced Fund, including minimum initial and
additional investments, and the acceptable methods of payment for
shares. Your Intermediary may be closed on days when the NYSE is
open. As a result, prices of Fund shares may be significantly
affected on days when you have no access to your Intermediary to
buy shares. If you wish to purchase shares, please contact your
Intermediary for instructions.

Retirement Plans. If you purchase shares through a retirement
account, you should be aware that retirement plan administrators
may aggregate purchase and redemption orders for participants in
the plan. Therefore, there may be a delay between the time you
place your order with the plan administrator and the time the
order is forwarded for execution.

HOW TO REDEEM SHARES

You may redeem shares only through Intermediaries. Each
Intermediary will establish its own procedures for the sale of
shares of Advisor Balanced Fund. Your Intermediary may be closed
on days when the NYSE is open. As a result, prices for Fund
shares may be significantly affected on days when you have no
access to your Intermediary to sell shares. If you wish to
redeem shares through an Intermediary, please contact the
Intermediary for instructions.

EXCHANGE PRIVILEGE. Through an account with an Intermediary, you
may redeem all or any portion of your Advisor Balanced Fund
shares and use the proceeds to purchase shares of any other Fund
that is a series of Advisor Trust offered for sale in the state
in which the Intermediary is located. Each Intermediary will
establish its own exchange policy and procedures. An exchange
transaction is a sale and purchase of shares for federal income
tax purposes and may result in capital gain or loss. Before
exchanging into another Advisor Trust Fund, you should obtain the
prospectus for the Advisor Trust Fund in which you wish to invest
and read it carefully. The registration of the account to which
you are making an exchange must be exactly the same as that of
the account from which the exchange is made. Advisor Balanced
Fund reserves the right to suspend, limit, modify, or terminate
the Exchange Privilege or its use in any manner by any person or
class; Intermediaries would be notified of such a change.

GENERAL REDEMPTION POLICIES. Redemption instructions may not be
cancelled or revoked once they have been received and accepted by
Advisor Trust. Advisor Trust cannot accept a redemption request
that specifies a particular date or price for redemption or any
special conditions.

The price at which your redemption order will be executed is the
net asset value next determined after proper redemption
instructions are received by the Intermediary. (See Net Asset
Value.) Because the redemption price you receive depends upon
Advisor Balanced Fund's net asset value per share at the time of
redemption, it may be more or less than the price you originally
paid for the shares and may result in a realized capital gain or
loss.

Advisor Trust will pay redemption proceeds as soon as
practicable, and in no event later than seven days after proper
instructions are received by Advisor Balanced Fund or its
authorized agent.

DISTRIBUTIONS AND INCOME TAXES

DISTRIBUTIONS. Income dividends are declared and paid each
calendar quarter. Advisor Balanced Fund intends to distribute by
the end of each calendar year at least 98% of any net capital
gains realized from the sale of securities during the twelve-
month period ended October 31 in that year. Advisor Balanced
Fund intends to distribute any undistributed net investment
income and net realized capital gains in the following year.

All income dividends and capital gain distributions on shares of
Advisor Balanced Fund will be reinvested in additional shares
unless your Intermediary elects to have distributions paid by
check. Reinvestment normally occurs on the payable date.

INCOME TAXES. For federal income tax purposes, Advisor Balanced
Fund is treated as a separate taxable entity distinct from the
other series of Advisor Trust. Balanced Portfolio intends to
qualify for the special tax treatment afforded regulated
investment companies under Subchapter M of the Internal Revenue
Code, so that it will be relieved of federal income tax on that
part of its net investment income and net capital gain that is
distributed to shareholders.

Advisor Balanced Fund will distribute substantially all of its
ordinary income and net capital gains on a current basis.
Generally distributions are taxable as ordinary income, except
that any distributions of net long-term capital gains will be
taxed as such. However, distributions by Advisor Balanced Fund
to plans that qualify for tax-exempt treatment under federal
income tax laws will not be taxable. Special tax rules apply to
investments through such plans.

This section is not intended to be a full discussion of income
tax laws and their effect on shareholders. You may wish to
consult your own tax advisor.

MANAGEMENT

TRUSTEES AND INVESTMENT ADVISER. The Board of Trustees of
Advisor Trust and the Board of Trustees of Base Trust have
overall management responsibility for Advisor Balanced Fund and
Balanced Portfolio, respectively. See Management in the
Statement of Additional Information for the names of and other
information about the trustees and officers. Since Advisor Trust
and Base Trust have the same trustees, the trustees have adopted
conflict of interest procedures to monitor and address potential
conflicts between the interests of Advisor Balanced Fund and
Balanced Portfolio and other feeder funds investing in Balanced
Portfolio that share a common Board of Trustees with Advisor
Trust and Base Trust.

The Adviser, Stein Roe & Farnham Incorporated, One South Wacker
Drive, Chicago, Illinois 60606, is responsible for managing the
investment portfolio of Balanced Portfolio and the business
affairs of Advisor Balanced Fund, Balanced Portfolio, Advisor
Trust, and Base Trust, subject to the direction of the respective
Board. The Adviser is registered as an investment adviser under
the Investment Advisers Act of 1940. The Adviser was organized
in 1986 to succeed to the business of Stein Roe & Farnham, a
partnership that had advised and managed mutual funds since 1949.
The Adviser is a wholly owned subsidiary of Liberty Financial
Companies, Inc. ("Liberty Financial"), which in turn is a
majority owned indirect subsidiary of Liberty Mutual Insurance
Company.

PORTFOLIO MANAGERS. Harvey B. Hirschhorn has been portfolio
manager of Balanced Portfolio since its inception in 1997 and had
managed its predecessor since April 1996. Mr. Hirschhorn is
Executive Vice President and Chief Economist & Investment
Strategist of the Adviser, which he joined in 1973. He received
an A.B. degree from Rutgers College in 1971 and an M.B.A. from
the University of Chicago in 1973, and is a chartered financial
analyst. As of December 31, 1996, Mr. Hirschhorn was responsible
for managing $___ million in mutual fund net assets. William
Garrison and Sandra L. Knight are associate portfolio managers of
Balanced Portfolio. Mr. Garrison joined the Adviser in 1989. He
received his A.B. from Princeton University in 1988. Ms. Knight
earned a B.S. degree from Lawrence Technological University
(1984) and an M.B.A. from Loyola University of Chicago (1991).
She has been employed by the Adviser as an economic analyst since
1991.

FEES AND EXPENSES. The Adviser is entitled to receive a monthly
administrative fee from Advisor Balanced Fund, computed and
accrued daily, at an annual rate of 0.15% of the first $500
million of average net assets, 0.125% of the next $500 million,
and 0.10% thereafter; and a monthly management fee from Balanced
Portfolio, computed and accrued daily, at an annual rate of 0.55%
of the first $500 million of average net assets, 0.50% of the
next $500 million, and 0.45% thereafter. However, as noted above
under Fee Table, the Adviser may voluntarily undertake to
reimburse Advisor Balanced Fund for a portion of its operating
expenses and its pro rata share of Balanced Portfolio's operating
expenses.

The Adviser provides office space and executive and other
personnel to Advisor Trust and Base Trust. All expenses of
Advisor Balanced Fund other than those paid by the Adviser
(including, but not limited to, printing and postage charges,
securities registration fees, custodian and transfer agency fees,
legal and auditing fees, compensation of trustees not affiliated
with the Adviser, and expenses incidental to its organization)
are paid out of the assets of Advisor Balanced Fund.

Under a separate agreement with each Trust, the Adviser provides
certain accounting and bookkeeping services to Advisor Balanced
Fund and Balanced Portfolio including computation of net asset
value and calculation of its net income and capital gains and
losses on disposition of assets.

In addition, the Adviser is free to make additional payments out
of its own assets to promote the sale of shares of Advisor
Balanced Fund.

PORTFOLIO TRANSACTIONS. The Adviser places the orders for the
purchase and sale of portfolio securities and options and futures
contracts for Balanced Portfolio. In doing so, the Adviser seeks
to obtain the best combination of price and execution, which
involves a number of judgmental factors.

TRANSFER AGENT. SteinRoe Services Inc. ("SSI"), One South Wacker
Drive, Chicago, Illinois 60606, a wholly owned subsidiary of
Liberty Financial, is the agent of Advisor Trust for the transfer
of shares, disbursement of dividends, and maintenance of
shareholder accounting records.

DISTRIBUTOR. The shares of Advisor Balanced Fund are offered for
sale through Liberty Securities Corporation ("Distributor")
without any sales commissions. The Distributor is a wholly owned
indirect subsidiary of Liberty Financial. The business address
of the Distributor is 600 Atlantic Avenue, Boston, Massachusetts
02210; however, all Fund correspondence (including purchase and
redemption orders) should be mailed to SteinRoe Services Inc. at
P.O. Box 8900, Boston, Massachusetts 02205.

The trustees of Advisor Trust have adopted a plan pursuant to
Rule 12b-1 under the Investment Company Act of 1940 ("Plan").
The Plan provides that, as compensation for the promotion and
distribution of shares of Advisor Balanced Fund including its
expenses related to the sale and promotion of Fund shares, the
Distributor receives from Advisor Balanced Fund a fee at an
annual rate of 0.25% of its average daily net assets. The
Distributor generally pays this amount to institutions that
distribute Advisor Balanced Fund shares and provide services to
Advisor Balanced Fund and its shareholders. Those institutions
may use the payments for, among other purposes, compensating
employees engaged in sales and/or shareholder servicing. The
amount of fees paid by Advisor Balanced Fund during any year may
be more or less than the cost of distribution or other services
provided to Advisor Balanced Fund. NASD rules limit the amount
of annual distribution fees that may be paid by a mutual fund and
impose a ceiling on the cumulative distribution fees paid.
Advisor Trust's Plan complies with those rules.

Some Intermediaries that maintain nominee accounts with Advisor
Balanced Fund for their clients who are Fund shareholders charge
an annual fee of up to 0.25% of the average net assets held in
such accounts for accounting, servicing, and distributions
services they provide with respect to the underlying Fund shares.

CUSTODIAN. State Street Bank and Trust Company (the "Bank"), 225
Franklin Street, Boston, Massachusetts 02101, is the custodian
for Advisor Balanced Fund. Foreign securities are maintained in
the custody of foreign banks and trust companies that are members
of the Bank's Global Custody Network or foreign depositories used
by such members. (See Custodian in the Statement of Additional
Information.)

ORGANIZATION AND DESCRIPTION OF SHARES

Advisor Trust is a Massachusetts business trust organized under
an Agreement and Declaration of Trust ("Declaration of Trust")
dated July 31, 1996, which provides that each shareholder shall
be deemed to have agreed to be bound by the terms thereof. The
Declaration of Trust may be amended by a vote of either Advisor
Trust's shareholders or its trustees. Advisor Trust may issue an
unlimited number of shares, in one or more series as the Board
may authorize. Currently, seven series authorized and
outstanding.

Under Massachusetts law, shareholders of a Massachusetts business
trust such as Advisor Trust could, in some circumstances, be held
personally liable for unsatisfied obligations of Advisor Trust.
The Declaration of Trust provides that persons extending credit
to, contracting with, or having any claim against, Advisor Trust
or any particular series shall look only to the assets of Advisor
Trust or of the respective series for payment under such credit,
contract or claim, and that the shareholders, trustees and
officers of Advisor Trust shall have no personal liability
therefor. The Declaration of Trust requires that notice of such
disclaimer of liability be given in each contract, instrument or
undertaking executed or made on behalf of Advisor Trust. The
Declaration of Trust provides for indemnification of any
shareholder against any loss and expense arising from personal
liability solely by reason of being or having been a shareholder.
Thus, the risk of a shareholder incurring financial loss on
account of shareholder liability is believed to be remote,
because it would be limited to circumstances in which the
disclaimer was inoperative and Advisor Trust was unable to meet
its obligations.

The risk of a particular series incurring financial loss on
account of unsatisfied liability of another series of Advisor
Trust is also believed to be remote, because it would be limited
to claims to which the disclaimer did not apply and to
circumstances in which the other Fund was unable to meet its
obligations.

SPECIAL CONSIDERATIONS REGARDING THE
MASTER FUND/FEEDER FUND STRUCTURE

Advisor Balanced Fund, an open-end management investment company,
seeks to achieve its objective by investing all of its assets in
shares of another mutual fund having an investment objective
identical to that of Advisor Balanced Fund. The initial
shareholder of Advisor Balanced Fund approved this policy of
permitting Advisor Balanced Fund to act as a feeder fund by
investing in Balanced Portfolio. Please refer to the Investment
Policies, Portfolio Investments and Strategies, and Investment
Restrictions for a description of the investment objectives,
policies, and restrictions of Advisor Balanced Fund and Balanced
Portfolio. The management and expenses of both Advisor Balanced
Fund and Balanced Portfolio are described under the Fee Table and
Management. Advisor Balanced Fund bears its proportionate share
of Portfolio expenses.

The Adviser has provided investment management services in
connection with other mutual funds employing the master
fund/feeder fund structure since 1991.

SR&F Balanced Portfolio is a separate series of SR&F Base Trust
("Base Trust"), a Massachusetts common trust organized under an
Agreement and Declaration of Trust ("Declaration of Trust") dated
August 23, 1993. The Declaration of Trust of Base Trust provides
that Advisor Balanced Fund and other investors in Balanced
Portfolio will each be liable for all obligations of Balanced
Portfolio that are not satisfied by the Portfolio. However, the
risk of Advisor Balanced Fund incurring financial loss on account
of such liability is limited to circumstances in which both
inadequate insurance existed and Balanced Portfolio itself were
unable to meet its obligations. Accordingly, the trustees of
Advisor Trust believe that neither Advisor Balanced Fund nor its
shareholders will be adversely affected by reason of Advisor
Balanced Fund's investing in Balanced Portfolio.

The Declaration of Trust of Base Trust provides that Balanced
Portfolio will terminate 120 days after the withdrawal of Advisor
Balanced Fund or any other investor in Balanced Portfolio, unless
the remaining investors vote to agree to continue the business of
Balanced Portfolio. The trustees of Advisor Trust may vote
Advisor Balanced Fund's interests in Balanced Portfolio for such
continuation without approval of Advisor Balanced Fund's
shareholders.

The common investment objective of Advisor Balanced Fund and
Balanced Portfolio is non-fundamental and may be changed without
shareholder approval. The fundamental policies of Advisor
Balanced Fund and the corresponding fundamental policies of
Balanced Portfolio can be changed only with shareholder approval.

If Advisor Balanced Fund, as a Portfolio investor, is requested
to vote on a proposed change in fundamental policy of Balanced
Portfolio or any other matter pertaining to Balanced Portfolio
(other than continuation of the business of Balanced Portfolio
after withdrawal of another investor), Advisor Balanced Fund will
solicit proxies from its shareholders and vote its interest in
Balanced Portfolio for and against such matters proportionately
to the instructions to vote for and against such matters received
from Advisor Balanced Fund shareholders. Advisor Balanced Fund
will vote shares for which it receives no voting instructions in
the same proportion as the shares for which it receives voting
instructions. If there are other investors in Balanced
Portfolio, there can be no assurance that any matter receiving a
majority of votes cast by Fund shareholders will receive a
majority of votes cast by all Balanced Portfolio investors. If
other investors hold a majority interest in Balanced Portfolio,
they could have voting control over Balanced Portfolio.

In the event that Balanced Portfolio's fundamental policies were
changed so as to be inconsistent with those of Advisor Balanced
Fund, the Board of Trustees of Advisor Trust would consider what
action might be taken, including changes to Advisor Balanced
Fund's fundamental policies, withdrawal of Advisor Balanced
Fund's assets from Balanced Portfolio and investment of such
assets in another pooled investment entity, or the retention of
another investment adviser. Any of these actions would require
the approval of Advisor Balanced Fund's shareholders. Advisor
Balanced Fund's inability to find a substitute master fund or
comparable investment management could have a significant impact
upon its shareholders' investments. Any withdrawal of Advisor
Balanced Fund's assets could result in a distribution in kind of
portfolio securities (as opposed to a cash distribution) to
Advisor Balanced Fund. Should such a distribution occur, Advisor
Balanced Fund would incur brokerage fees or other transaction
costs in converting such securities to cash. In addition, a
distribution in kind could result in a less diversified portfolio
of investments for Advisor Balanced Fund and could affect the
liquidity of Advisor Balanced Fund.

Each investor in Balanced Portfolio, including Advisor Balanced
Fund, may add to or reduce its investment in Balanced Portfolio
on each day the NYSE is open for business. The investor's
percentage of the aggregate interests in Balanced Portfolio will
be computed as the percentage equal to the fraction (i) the
numerator of which is the beginning of the day value of such
investor's investment in Balanced Portfolio on such day plus or
minus, as the case may be, the amount of any additions to or
withdrawals from the investor's investment in Balanced Portfolio
effected on such day; and (ii) the denominator of which is the
aggregate beginning of the day net asset value of Balanced
Portfolio on such day plus or minus, as the case may be, the
amount of the net additions to or withdrawals from the aggregate
investments in Balanced Portfolio by all investors in Balanced
Portfolio. The percentage so determined will then be applied to
determine the value of the investor's interest in Balanced
Portfolio as of the close of business.

Base Trust may permit other investment companies and/or other
institutional investors to invest in Balanced Portfolio, but
members of the general public may not invest directly in Balanced
Portfolio. Other investors in Balanced Portfolio are not
required to sell their shares at the same public offering price
as Advisor Balanced Fund, might incur different administrative
fees and expenses than Advisor Balanced Fund, and their shares
might be sold with a sales commission. Therefore, Advisor
Balanced Fund shareholders might have different investment
returns than shareholders in another investment company that
invests exclusively in Balanced Portfolio. Investment by such
other investors in Balanced Portfolio would provide funds for the
purchase of additional portfolio securities and would tend to
reduce the Portfolio's operating expenses as a percentage of its
net assets. Conversely, large-scale redemptions by any such
other investors in Balanced Portfolio could result in untimely
liquidations of Balanced Portfolio's security holdings, loss of
investment flexibility, and increases in the operating expenses
of Balanced Portfolio as a percentage of its net assets. As a
result, Balanced Portfolio's security holdings may become less
diverse, resulting in increased risk.

Balanced Portfolio commenced operations in February 1997 when
Stein Roe Balanced Fund, a mutual fund that that, together with
its corporate predecessor, had invested directly in securities
since 1949, converted into a feeder fund by investing all of its
assets in the Portfolio. Currently Stein Roe Balanced Fund,
which is a series of Stein Roe Investment Trust, is the only
other investment company investing in Balanced Portfolio.
Information regarding any investment company that may invest in
Balanced Portfolio in the future may be obtained by writing to
SR&F Base Trust, Suite 3200, One South Wacker Drive, Chicago,
Illinois 60606 or by calling 800-338-2550. The Adviser may
provide administrative or other services to one or more of such
investors.

FOR MORE INFORMATION

Contact Advisor Balanced Fund at 800-_____ or your Intermediary
for more information about Advisor Balanced Fund.
______________________

<PAGE> 1

SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED DECEMBER 6, 1996

STEIN ROE ADVISOR GROWTH & INCOME FUND
The investment objective of Advisor Growth & Income Fund is to
provide both growth of capital and current income. Advisor
Growth & Income Fund invests all of its net investable assets in
shares of SR&F Growth & Income Portfolio, a portfolio of SR&F
Base Trust that has the same investment objective and
substantially the same investment policies as Advisor Growth &
Income Fund. (SEE SPECIAL CONSIDERATIONS REGARDING MASTER
FUND/FEEDER FUND STRUCTURE.)

Shares of Advisor Growth & Income Fund may be purchased only
through Intermediaries, including retirement plans.

Advisor Growth & Income Fund has no sales or redemption charges.
Advisor Growth & Income Fund is a series of Stein Roe Advisor
Trust and Growth & Income Portfolio is a series of SR&F Base
Trust. Each Trust is a diversified open-end management
investment company.

This prospectus contains information you should know before
investing in Advisor Growth & Income Fund. Please read it
carefully and retain it for future reference.

The date of this prospectus is ___________, 1997.

TABLE OF CONTENTS

Page
Summary................................. 2
Fee Table .............................. 3
The Fund................................ 4
Investment Policies..................... 5
Performance Information................. 5
Risks and Investment Considerations .... 6
Investment Restrictions ............... 7
Portfolio Investments and Strategies. .. 8
Net Asset Value ....................... 10
How to Purchase Shares................. 11
How to Redeem Shares .................. 12
Distributions and Income Taxes......... 12
Management ............................ 13
Organization and Description of Shares. 15
Special Considerations Regarding the
Master Fund/Feeder Fund Structure.... 16
For More Information .................. 18

SUMMARY

Stein Roe Advisor Growth & Income Fund ("Advisor Growth & Income
Fund") is a series of Stein Roe Advisor Trust, an open-end
diversified management investment company organized as a
Massachusetts business trust. (See The Fund and Organization and
Description of Shares.) This prospectus is not a solicitation in
any jurisdiction in which shares of Advisor Growth & Income Fund
are not qualified for sale.

INVESTMENT OBJECTIVES AND POLICIES. The investment objective of
Advisor Growth & Income Fund is to provide both growth of capital
and current income. Advisor Growth & Income Fund invests all of
its net investable assets in SR&F Growth & Income Portfolio
("Growth & Income Portfolio") which has the same investment
objective and investment policies substantially similar to those
of Advisor Growth & Income Fund. The Fund is designed for
investors seeking a diversified portfolio of securities that
offers the opportunity for long-term growth of capital while also
providing a steady stream of income. In seeking to meet this
objective, Growth & Income Portfolio invests primarily in well-
established companies whose common stocks are believed to have
both the potential to appreciate in value and to pay dividends to
shareholders.

For a more detailed discussion of the investment objectives and
policies, please see Investment Policies and Portfolio
Investments and Strategies. There is, of course, no assurance
that Advisor Growth & Income Fund and Growth & Income Portfolio
will achieve their common investment objective.

INVESTMENT RISKS. Advisor Growth & Income Fund is designed for
long-term investors who desire to participate in the stock market
with moderate investment risk while seeking to limit market
volatility. Growth & Income Portfolio may invest in foreign
securities, which may entail a greater degree of risk than
investing in securities of domestic issuers. There is, of
course, no assurance that Advisor Growth & Income Fund will
achieve its investment objective. Please see Investment
Restrictions and Risks and Investment Considerations for further
information.

PURCHASES AND REDEMPTIONS. Shares of Advisor Growth & Income
Fund may be purchased only through Intermediaries. For
information on purchasing and redeeming Advisor Growth & Income
Fund shares, please see How to Purchase Shares, How to Redeem
Shares, and Management--Distributor.

MANAGEMENT AND FEES. Stein Roe & Farnham Incorporated (the
"Adviser") is investment adviser to Growth & Income Portfolio.
In addition, it provides administrative services to Advisor
Growth & Income Fund and Growth & Income Portfolio. For a
description of the Adviser and these service arrangements, see
Management.

FEE TABLE

ANNUAL FUND OPERATING EXPENSES (as a percentage
of average net assets; after reimbursement)
Management and Administrative Fees (after
reimbursement)...................................0.60%
12b-1 Fees.........................................0.25%
Other Expenses ....................................0.55%
-----
Total Operating Expenses (after
reimbursement)...................................1.40%
=====

EXAMPLE.
You would pay the following expenses on a $1,000 investment
assuming (1) 5% annual return; and (2) redemption at the end of
each time period:
1 year 3 years
------ --------
$14 $44

The purpose of the Fee Table is to assist you in understanding
the various costs and expenses that you will bear directly or
indirectly as an investor in Advisor Growth & Income Fund. The
Fee Table reflects the combined expenses of both Advisor Growth &
Income Fund and Growth & Income Portfolio. Anticipated Total
Operating Expenses for Advisor Growth & Income Fund are
annualized projections based upon current administrative fees and
management fees. Other Expenses are estimated amounts for the
current fiscal year. The figures assume that the percentage
amounts listed under Annual Fund Operating Expenses remain the
same during each of the periods and that all income dividends and
capital gain distributions are reinvested in additional shares.

From time to time, the Adviser may voluntarily undertake to
reimburse Advisor Growth & Income Fund for a portion of its
operating expenses and its pro rata share of Growth & Income
Portfolio's operating expenses. The Adviser has undertaken to
reimburse Advisor Growth & Income Fund for its operating expenses
and its pro rata share of Growth & Income Portfolio's operating
expenses to the extent such expenses exceed 1.40% of Advisor
Growth & Income Fund's annual average net assets. This
commitment expires on January 31, 1998, subject to earlier
termination by the Adviser on 30 days' notice to Advisor Growth &
Income Fund. Absent such reimbursement, Advisor Growth & Income
Fund's share of Growth & Income Portfolio's Management Fee and
the Fund's Administrative Fee and Total Operating Expenses would
be 0.75% and 1.55%, respectively. Any such reimbursement will
lower Advisor Growth & Income Fund's overall expense ratio and
increase its overall return to investors. (Also see Management--
Fees and Expenses.)

Advisor Growth & Income Fund pays the Adviser an administrative
fee based on its average daily net assets and Growth & Income
Portfolio pays the Adviser a management fee based on its average
daily net assets. The trustees of Advisor Trust have considered
whether the annual operating expenses of Advisor Growth & Income
Fund, including its proportionate share of the expenses of Growth
& Income Portfolio, would be more or less than if Advisor Growth
& Income Fund invested directly in the securities held by Growth
& Income Portfolio, and concluded that Advisor Growth & Income
Fund's expenses would not be materially greater in such case.

The figures in the Example are not necessarily indicative of past
or future expenses, and actual expenses may be greater or less
than those shown. Although information such as that shown in the
Examples and Fee Table is useful in reviewing Advisor Growth &
Income Fund's expenses and in providing a basis for comparison
with other mutual funds, it should not be used for comparison
with other investments using different assumptions or time
periods.

Because Advisor Growth & Income Fund pays a 12b-1 fee, long-term
investors in Advisor Growth & Income Fund may pay more over long
periods of time in distribution expenses than the maximum front-
end sales charge permitted by the National Association of
Securities Dealers, Inc. ("NASD"). For further information on
Advisor Growth & Income Fund's 12b-1 fee, see Management--
Distributor.

THE FUND

STEIN ROE ADVISOR GROWTH & INCOME FUND ("Advisor Growth & Income
Fund") is a series of Stein Roe Advisor Trust ("Advisor Trust"),
which is an open-end diversified management investment company
authorized to issue shares of beneficial interest in separate
series.

Rather than invest in securities directly, Advisor Growth &
Income Fund seeks to achieve its investment objective by using
the "master fund/feeder fund" structure. Under that structure, a
feeder fund, together with one or more feeder funds or
institutional investors pool their assets in a master portfolio
that has the same investment objective and substantially the same
investment policies and restrictions as the feeder funds. (See
Special Considerations Regarding Master Fund/Feeder Fund
Structure.) Advisor Growth & Income Fund invests all of its net
investable assets in shares of SR&F Growth & Income Portfolio
("Growth & Income Portfolio"), which is a series of SR&F Base
Trust ("Base Trust").

Stein Roe & Farnham Incorporated (the "Adviser") provides
portfolio management services to Growth & Income Portfolio and
administrative services to Advisor Growth & Income Fund and
Growth & Income Portfolio.

INVESTMENT POLICIES

The investment objective of Advisor Growth & Income Fund is to
provide both growth of capital and current income. Advisor
Growth & Income Fund invests all of its net investable assets in
Growth & Income Portfolio, which has the same investment
objective and investment policies substantially similar to
Advisor Growth & Income Fund. Advisor Growth & Income Fund is
designed for investors seeking a diversified portfolio of
securities that offers the opportunity for long-term growth of
capital while also providing a steady stream of income. In
seeking to meet this objective, Growth & Income Portfolio invests
primarily in well-established companies whose common stocks are
believed to have both the potential to appreciate in value and to
pay dividends to shareholders.

Although it may invest in a broad range of securities (including
common stocks, preferred stocks, securities convertible into or
exchangeable for common stocks, and warrants or rights to
purchase common stocks), normally Growth & Income Portfolio
emphasizes investments in equity securities of companies having
market capitalizations in excess of $1 billion. Securities of
these well-established companies are believed to be generally
less volatile than those of companies with smaller
capitalizations because companies with larger capitalizations
tend to have experienced management; broad, highly diversified
product lines; deep resources; and easy access to credit.

Further information on investment techniques that may be employed
by Growth & Income Portfolio and the risks associated with such
techniques may be found under Risks and Investment Considerations
and Portfolio Investments and Strategies in this prospectus and
in the Statement of Additional Information.

PERFORMANCE INFORMATION

The total return from an investment in Advisor Growth & Income
Fund is measured by the distributions received (assuming
reinvestment), plus or minus the change in the net asset value
per share for a given period. A total return percentage may be
calculated by dividing the value of a share at the end of the
period (including reinvestment of distributions) by the value of
the share at the beginning of the period and subtracting one.
For a given period, an average annual total return may be
calculated by finding the average annual compounded rate that
would equate a hypothetical $1,000 investment to the ending
redeemable value.

Comparison of Advisor Growth & Income Fund's total return with
alternative investments should consider differences between the
Fund and the alternative investments, the periods and methods
used in calculation of the return being compared, and the impact
of taxes on alternative investments. Of course, past performance
is not necessarily indicative of future results. Share prices
may vary, and your shares when redeemed may be worth more or less
than your original purchase price.

As of the date of this Prospectus, Advisor Growth & Income Fund
had no past performance. However, Stein Roe Growth & Income
Fund, a series of Stein Roe Investment Trust which has a similar
name, the same investment objective and substantially the same
investment policies as Advisor Growth & Income Fund, also invests
all of its net investable assets in Growth & Income Portfolio.
The average annual total return for a 1-year, 5-year and since-
inception (March 23, 1987) investment in Stein Roe Growth &
Income Fund were 22.67%, 15.76% and 11.80%, respectively. Stein
Roe Growth & Income Fund has a different fee structure than
Advisor Growth & Income Fund and does not pay 12b-1 fees. Had
these fees been reflected, the total returns shown in the table
would have been lower.

RISKS AND INVESTMENT CONSIDERATIONS

Advisor Growth & Income Fund is designed for long-term investors
who desire to participate in the stock market with moderate
investment risk while seeking to limit market volatility. Growth
& Income Portfolio usually allocates its investments among a
number of different industries rather than concentrating in a
particular industry or group of industries, but this does not
eliminate all risk. It will not, however, invest more than 25%
of the total value of its assets (at the time of investment) in
the securities of companies in any one industry. There can be no
guarantee that Advisor Growth & Income Fund or Growth & Income
Portfolio will achieve its objective.

Growth & Income Portfolio may invest up to 35% of its total
assets in debt securities. Debt securities rated in the fourth
highest grade may have some speculative characteristics, and
changes in economic conditions or other circumstances may lead to
a weakened capacity of the issuers of such securities to make
principal and interest payments. Securities rated below
investment grade may possess speculative characteristics, and
changes in economic conditions are more likely to affect the
issuer's capacity to pay interest or repay principal.

Growth & Income Portfolio may invest up to 25% of its total
assets in foreign securities. For purposes of this limit,
foreign securities exclude American Depositary Receipts (ADRs),
foreign debt securities denominated in U.S. dollars, and
securities guaranteed by a U.S. person. Investment in foreign
securities may represent a greater degree of risk (including risk
related to exchange rate fluctuations, tax provisions, exchange
and currency controls, and expropriation of assets) than
investment in securities of domestic issuers. Other risks of
foreign investing include less complete financial information on
issuers, different accounting, auditing and financial reporting
standards, different settlement practices, less market liquidity,
more market volatility, less developed and regulated markets, and
greater political instability. In addition, various restrictions
by foreign governments on investments by non-residents may apply,
including imposition of exchange controls and withholding taxes
on dividends, and seizure or nationalization of investments owned
by non-residents. Foreign investments also tend to involve
higher transaction and custody costs.

Further information on investment techniques that may be employed
by Growth & Income Portfolio may be found under Portfolio
Investments and Strategies.

INVESTMENT RESTRICTIONS

Neither Advisor Growth & Income Fund nor Growth & Income
Portfolio may invest more than 5% of its assets in the securities
of any one issuer. This restriction applies only to 75% of its
investment portfolio, and does not apply to securities of the
U.S. Government or repurchase agreements for such securities.
This restriction also does not prevent Advisor Growth & Income
Fund from investing all of its assets in shares of another
investment company having the identical investment objective
under a master/feeder structure.

Neither Advisor Growth & Income Fund nor Growth & Income
Portfolio will acquire more than 10% of the outstanding voting
securities of any one issuer. Advisor Growth & Income Fund may,
however, invest all of its assets in shares of another investment
company having the identical investment objective under a
master/feeder structure.

Neither Advisor Growth & Income Fund nor Growth & Income
Portfolio may make loans except that it may (1) purchase money
market instruments and enter into repurchase agreements; (2)
acquire publicly-distributed or privately-placed debt securities;
(3) lend its portfolio securities under certain conditions; and
(4) participate in an interfund lending program with other Stein
Roe Funds and Portfolios. Advisor Growth & Income Fund and
Growth & Income Portfolio may not borrow money, except for non-
leveraging, temporary, or emergency purposes or in connection
with participation in the interfund lending program. Neither the
aggregate borrowings (including reverse repurchase agreements)
nor the aggregate loans at any one time may exceed 33 1/3% of the
value of total assets. Additional securities may not be
purchased when borrowings less proceeds receivable from sales of
portfolio securities exceed 5% of total assets.

Advisor Growth & Income Fund and Growth & Income Portfolio may
invest in repurchase agreements, /1/ provided that neither will
invest more than 15% of its net assets in repurchase agreements
maturing in more than seven days, and any other illiquid
securities.
- --------------
/1/ A repurchase agreement involves a sale of securities to
Growth & Income Portfolio in which the seller agrees to
repurchase the securities at a higher price, which includes an
amount representing interest on the purchase price, within a
specified time. In the event of bankruptcy of the seller, Growth
& Income Portfolio could experience both losses and delays in
liquidating its collateral.
- ---------------

The policies summarized in the first three paragraphs under this
section and the policy with respect to concentration of
investments in any one industry described under Risks and
Investment Considerations are fundamental policies of Advisor
Growth & Income Fund and Growth & Income Portfolio and, as such,
can be changed only with the approval of a "majority of the
outstanding voting securities" as defined in the Investment
Company Act of 1940. The common investment objective of Advisor
Growth & Income Fund and Growth & Income Portfolio is non-
fundamental and, as such, may be changed by the Board of Trustees
without shareholder approval. All of the investment restrictions
are set forth in the Statement of Additional Information.

PORTFOLIO INVESTMENTS AND STRATEGIES

DEBT SECURITIES.
Investment in debt securities is limited to those that are rated
within the four highest grades (generally referred to as
investment grade). If the rating of a security held by Growth &
Income Portfolio is lost or reduced below investment grade, the
Portfolio is not required to dispose of the security--the Adviser
will, however, consider that fact in determining whether Growth &
Income Portfolio should continue to hold the security. When the
Adviser deems a temporary defensive position advisable, Growth &
Income Portfolio may invest, without limitation, in high-quality
fixed income securities, or hold assets in cash or cash
equivalents.

FOREIGN SECURITIES.
Growth & Income Portfolio may invest in sponsored or unsponsored
ADRs. In addition to, or in lieu of, such direct investment,
Growth & Income Portfolio may construct a synthetic foreign debt
position by (a) purchasing a debt instrument denominated in one
currency, generally U.S. dollars; and (b) concurrently entering
into a forward contract to deliver a corresponding amount of that
currency in exchange for a different currency on a future date
and at a specified rate of exchange. Because of the availability
of a variety of highly liquid U.S. dollar debt instruments, a
synthetic foreign debt position utilizing such U.S. dollar
instruments may offer greater liquidity than direct investment in
foreign currency debt instruments.

In connection with the purchase of foreign securities, Growth &
Income Portfolio may enter into foreign currency forward and
futures contracts to hedge the currency risk in settlement of a
particular security transaction or relative to the entire
portfolio. A forward contract to purchase an amount of foreign
currency sufficient to pay the purchase price of securities at
settlement date involves the risk that the value of the foreign
currency may decline relative to the value of the dollar prior to
the settlement date. This risk is in addition to the risk that
the value of the foreign security purchased may decline. Growth
& Income Portfolio also may enter into foreign currency contracts
as a hedging technique to limit or reduce exposure of the entire
portfolio to currency fluctuations. In addition, Growth & Income
Portfolio may use options and futures contracts, as described
below, to limit or reduce exposure to currency fluctuations.

CONVERTIBLE SECURITIES.
By investing in convertible securities, Growth & Income Portfolio
obtains the right to benefit from the capital appreciation
potential in the underlying stock upon exercise of the conversion
right, while earning higher current income than would be
available if the stock were purchased directly. In determining
whether to purchase a convertible, the Adviser will consider
substantially the same criteria that would be considered in
purchasing the underlying stock. Although convertible securities
are frequently rated investment grade, Growth & Income Portfolio
also may purchase unrated securities or securities rated below
investment grade if the securities meet the Adviser's other
investment criteria. Convertible securities rated below
investment grade tend to be more sensitive to interest rate and
economic changes, may be obligations of issuers who are less
creditworthy than issuers of higher quality convertible
securities, and may be more thinly traded due to the fact that
such securities are less well known to investors than either
common stock or conventional debt securities. As a result, the
Adviser's own investment research and analysis tends to be more
important than other factors in the purchase of convertible
securities.

LENDING PORTFOLIO SECURITIES; WHEN-ISSUED AND DELAYED-DELIVERY
SECURITIES.
Growth & Income Portfolio may make loans of its portfolio
securities to broker-dealers and banks subject to certain
restrictions described in the Statement of Additional
Information. Growth & Income Portfolio may participate in an
interfund lending program, subject to certain restrictions
described in the Statement of Additional Information. Growth &
Income Portfolio may invest in securities purchased on a when-
issued or delayed-delivery basis. Although the payment terms of
these securities are established at the time Growth & Income
Portfolio enters into the commitment, the securities may be
delivered and paid for a month or more after the date of
purchase, when their value may have changed. Growth & Income
Portfolio will make such commitments only with the intention of
actually acquiring the securities, but may sell the securities
before settlement date if it is deemed advisable for investment
reasons.

SHORT SALES AGAINST THE BOX.
Growth & Income Portfolio may sell short securities it owns or
has the right to acquire without further consideration, using a
technique called selling short "against the box." Short sales
against the box may protect Growth & Income Portfolio against the
risk of losses in the value of its portfolio securities because
any unrealized losses with respect to such securities should be
wholly or partly offset by a corresponding gain in the short
position. However, any potential gains in such securities should
be wholly or partially offset by a corresponding loss in the
short position. Short sales against the box may be used to lock
in a profit on a security when, for tax reasons or otherwise, the
Adviser does not want to sell the security. Growth & Income
Portfolio does not expect to commit more than 5% of its net
assets to short sales against the box. For a more complete
explanation, please refer to the Statement of Additional
Information.

DERIVATIVES.
Consistent with its objective, Growth & Income Portfolio may
invest in a broad array of financial instruments and securities,
including conventional exchange-traded and non-exchange-traded
options, futures contracts, futures options, securities
collateralized by underlying pools of mortgages or other
receivables, floating rate instruments, and other instruments
that securitize assets of various types ("Derivatives"). In each
case, the value of the instrument or security is "derived" from
the performance of an underlying asset or a "benchmark" such as a
security index, an interest rate, or a currency. Growth & Income
Portfolio does not expect to invest more than 5% of its net
assets in any type of Derivative except for options, futures
contracts, and futures options.

In seeking to achieve its desired investment objective, provide
additional revenue, or to hedge against changes in security
prices, interest rates or currency fluctuations, Growth & Income
Portfolio may: (1) purchase and write both call options and put
options on securities, indexes and foreign currencies; (2) enter
into interest rate, index and foreign currency futures contracts;
(3) write options on such futures contracts; and (4) purchase
other types of forward or investment contracts linked to
individual securities, indexes or other benchmarks. Growth &
Income Portfolio may write a call or put option only if the
option is covered. As the writer of a covered call option,
Growth & Income Portfolio foregoes, during the option's life, the
opportunity to profit from increases in market value of the
security covering the call option above the sum of the premium
and the exercise price of the call. There can be no assurance
that a liquid market will exist when Growth & Income Portfolio
seeks to close out a position. In addition, because futures
positions may require low margin deposits, the use of futures
contracts involves a high degree of leverage and may result in
losses in excess of the amount of the margin deposit.

PORTFOLIO TURNOVER.
Although Growth & Income Portfolio does not purchase securities
with a view to rapid turnover, there are no limitations on the
length of time portfolio securities must be held. Accordingly,
the portfolio turnover rate may vary significantly from year to
year, but is not expected to exceed 100% under normal market
conditions. A high rate of portfolio turnover may result in
increased transaction expenses and the realization of capital
gains and losses. (See Distributions and Income Taxes.)

NET ASSET VALUE

The purchase and redemption price of Advisor Growth & Income
Fund's shares is its net asset value per share. Advisor Growth &
Income Fund determines the net asset value of its shares as of
the close of trading on the New York Stock Exchange ("NYSE")
(currently 3:00 p.m., central time) by dividing the difference
between the value of its assets and liabilities by the number of
shares outstanding. Growth & Income Portfolio allocates net
asset value, income, and expenses to Advisor Growth & Income Fund
and any other of its feeder funds in proportion to their
respective interests in Growth & Income Portfolio.

Net asset value will not be determined on days when the NYSE is
closed unless, in the judgment of the Board of Trustees, the net
asset value of Advisor Growth & Income Fund should be determined
on any such day, in which case the determination will be made at
3:00 p.m., central time.

HOW TO PURCHASE SHARES

You may purchase Advisor Growth & Income Fund shares only through
broker-dealers, banks, or other intermediaries, including
retirement plans ("Intermediaries"). The Adviser and Advisor
Growth & Income Fund do not recommend, endorse, or receive
payments from any Intermediary.

PURCHASE PRICE AND EFFECTIVE DATE. Each purchase of Advisor
Growth & Income Fund's shares is made at Advisor Growth & Income
Fund's net asset value (see Net Asset Value) next determined
after receipt of an order in good form, including receipt of
payment.

CONDITIONS OF PURCHASE. Each purchase order for Advisor Growth &
Income Fund must be accepted by an authorized officer of Advisor
Trust or its authorized agent and is not binding until accepted
and entered on the books of Advisor Growth & Income Fund. Once
your purchase order has been accepted, you may not cancel or
revoke it; you may, however, redeem the shares. Advisor Trust
reserves the right not to accept any purchase order that it
determines not to be in the best interests of Advisor Trust or of
Advisor Growth & Income Fund's shareholders.

PURCHASES THROUGH INTERMEDIARIES. You must purchase shares
through Intermediaries. These Intermediaries may charge for
their services or place limitations on the extent to which you
may use the services offered by Advisor Trust. In addition, each
Intermediary will establish its own procedures for the purchase
of shares of Advisor Growth & Income Fund, including minimum
initial and additional investments, and the acceptable methods of
payment for shares. Your Intermediary may be closed on days when
the NYSE is open. As a result, prices of Fund shares may be
significantly affected on days when you have no access to your
Intermediary to buy shares. If you wish to purchase shares,
please contact your Intermediary for instructions.

HOW TO REDEEM SHARES

You may redeem shares only through Intermediaries. Each
Intermediary will establish its own procedures for the sale of
shares of Advisor Growth & Income Fund. Your Intermediary may be
closed on days when the NYSE is open. As a result, prices for
Fund shares may be significantly affected on days when you have
no access to your Intermediary to sell shares. If you wish to
redeem shares through an Intermediary, please contact the
Intermediary for instructions.

EXCHANGE PRIVILEGE. Through an account with an Intermediary, you
may redeem all or any portion of your Advisor Growth & Income
Fund shares and use the proceeds to purchase shares of any other
Fund that is a series of Advisor Trust offered for sale in the
state in which the Intermediary is located. Each Intermediary
will establish its own exchange policy and procedures. An
exchange transaction is a sale and purchase of shares for federal
income tax purposes and may result in capital gain or loss.
Before exchanging into another Advisor Trust Fund, you should
obtain the prospectus for the Advisor Trust Fund in which you
wish to invest and read it carefully. The registration of the
account to which you are making an exchange must be exactly the
same as that of the account from which the exchange is made.
Advisor Growth & Income Fund reserves the right to suspend,
limit, modify, or terminate the Exchange Privilege or its use in
any manner by any person or class; Intermediaries would be
notified of such a change.

The price at which your redemption order will be executed is the
net asset value next determined after proper redemption
instructions are received by the Intermediary. (See Net Asset
Value.) Because the redemption price you receive depends upon
Advisor Growth & Income Fund's net asset value per share at the
time of redemption, it may be more or less than the price you
originally paid for the shares and may result in a realized
capital gain or loss.

Advisor Trust will pay redemption proceeds as soon as
practicable, and in no event later than seven days after proper
instructions are received by Advisor Growth & Income Fund or its
authorized agent.

DISTRIBUTIONS AND INCOME TAXES

DISTRIBUTIONS. Income dividends are declared and paid each
calendar quarter. Advisor Growth & Income Fund intends to
distribute by the end of each calendar year at least 98% of any
net capital gains realized from the sale of securities during the
twelve-month period ended October 31 in that year. Advisor
Growth & Income Fund intends to distribute any undistributed net
investment income and net realized capital gains in the following
year.

All income dividends and capital gain distributions on shares of
Advisor Growth & Income Fund will be reinvested in additional
shares unless your Intermediary elects to have distributions paid
by check. Reinvestment normally occurs on the payable date.

INCOME TAXES. For federal income tax purposes, Advisor Growth &
Income Fund is treated as a separate taxable entity distinct from
the other series of Advisor Trust. Growth & Income Portfolio
intends to qualify for the special tax treatment afforded
regulated investment companies under Subchapter M of the Internal
Revenue Code, so that it will be relieved of federal income tax
on that part of its net investment income and net capital gain
that is distributed to shareholders.

Advisor Growth & Income Fund will distribute substantially all of
its ordinary income and net capital gains on a current basis.
Generally distributions are taxable as ordinary income, except
that any distributions of net long-term capital gains will be
taxed as such. However, distributions by Advisor Growth & Income
Fund to plans that qualify for tax-exempt treatment under federal
income tax laws will not be taxable. Special tax rules apply to
investments through such plans.

This section is not intended to be a full discussion of income
tax laws and their effect on shareholders. You may wish to
consult your own tax advisor.

MANAGEMENT

TRUSTEES AND INVESTMENT ADVISER. The Board of Trustees of
Advisor Trust and the Board of Trustees of Base Trust have
overall management responsibility for Advisor Growth & Income
Fund and Growth & Income Portfolio, respectively. See Management
in the Statement of Additional Information for the names of and
other information about the trustees and officers. Since Advisor
Trust and Base Trust have the same trustees, the trustees have
adopted conflict of interest procedures to monitor and address
potential conflicts between the interests of Advisor Growth &
Income Fund and Growth & Income Portfolio and other feeder funds
investing in Growth & Income Portfolio that share a common Board
of Trustees with Advisor Trust and Base Trust.

The Adviser, Stein Roe & Farnham Incorporated, One South Wacker
Drive, Chicago, Illinois 60606, is responsible for managing the
investment portfolio of Growth & Income Portfolio and the
business affairs of Advisor Growth & Income Fund, Growth & Income
Portfolio, Advisor Trust, and Base Trust, subject to the
direction of the respective Board. The Adviser is registered as
an investment adviser under the Investment Advisers Act of 1940.
The Adviser was organized in 1986 to succeed to the business of
Stein Roe & Farnham, a partnership that had advised and managed
mutual funds since 1949. The Adviser is a wholly owned
subsidiary of Liberty Financial Companies, Inc. ("Liberty
Financial"), which in turn is a majority owned indirect
subsidiary of Liberty Mutual Insurance Company.

PORTFOLIO MANAGERS. Daniel K. Cantor has been portfolio manager
of Growth & Income Portfolio since its inception in 1997 and had
managed its predecessor since 1995. Mr. Cantor is a senior vice
president of the Adviser, which he joined in 1985. A chartered
financial analyst, he received a B.A. degree from the University
of Rochester in 1981 and an M.B.A. from the Wharton School of the
University of Pennsylvania in 1985. As of December 31, 1996, Mr.
Cantor was responsible for managing $___ million in mutual fund
net assets. Jeffrey C. Kinzel is associate portfolio manager.
Mr. Kinzel received a B.A. from Northwestern University (1979), a
J.D. from the University of Michigan Law School (1983), and an
M.B.A. from the Wharton School of the University of Pennsylvania
(1991). Mr. Kinzel is a vice president and intermediate research
analyst with the Adviser. Before joining the Adviser in 1991 as
an equity research analyst, Mr. Kinzel was employed by the law
firm of Butler and Binion; the law firm of Miller, Canfield,
Paddock and Stone; and 1838 Investment Advisers.

FEES AND EXPENSES. The Adviser is entitled to receive a monthly
administrative fee from Advisor Growth & Income Fund, computed
and accrued daily, at an annual rate of 0.15% of the first $500
million of average net assets, 0.125% of the next $500 million,
and 0.10% thereafter; and a monthly management fee from Growth &
Income Portfolio, computed and accrued daily, at an annual rate
of 0.60% of the first $500 million of average net assets, 0.55%
of the next $500 million, and 0.50% thereafter. However, as
noted above under Fee Table, the Adviser may voluntarily
undertake to reimburse Advisor Growth & Income Fund for a portion
of its operating expenses and its pro rata share of Growth &
Income Portfolio's operating expenses.

The Adviser provides office space and executive and other
personnel to Advisor Trust and Base Trust. All expenses of
Advisor Growth & Income Fund other than those paid by the Adviser
(including, but not limited to, printing and postage charges,
securities registration fees, custodian and transfer agency fees,
legal and auditing fees, compensation of trustees not affiliated
with the Adviser, and expenses incidental to its organization)
are paid out of the assets of Advisor Growth & Income Fund.

Under a separate agreement with each Trust, the Adviser provides
certain accounting and bookkeeping services to Advisor Growth &
Income Fund and Growth & Income Portfolio including computation
of net asset value and calculation of its net income and capital
gains and losses on disposition of assets.

In addition, the Adviser is free to make additional payments out
of its own assets to promote the sale of shares of Advisor Growth
& Income Fund.

PORTFOLIO TRANSACTIONS. The Adviser places the orders for the
purchase and sale of portfolio securities and options and futures
contracts for Growth & Income Portfolio. In doing so, the
Adviser seeks to obtain the best combination of price and
execution, which involves a number of judgmental factors.

DISTRIBUTOR. The shares of Advisor Growth & Income Fund are
offered for sale through Liberty Securities Corporation
("Distributor") without any sales commissions. The Distributor
is a wholly owned indirect subsidiary of Liberty Financial. The
business address of the Distributor is 600 Atlantic Avenue,
Boston, Massachusetts 02210; however, all Fund correspondence
(including purchase and redemption orders) should be mailed to
SteinRoe Services Inc. at P.O. Box 8900, Boston, Massachusetts
02205.

The trustees of Advisor Trust have adopted a plan pursuant to
Rule 12b-1 under the Investment Company Act of 1940 ("Plan").
The Plan provides that, as compensation for the promotion and
distribution of shares of Advisor Growth & Income Fund including
its expenses related to the sale and promotion of Fund shares,
the Distributor receives from Advisor Growth & Income Fund a fee
at an annual rate of 0.25% of its average daily net assets. The
Distributor generally pays this amount to institutions that
distribute Advisor Growth & Income Fund shares and provide
services to Advisor Growth & Income Fund and its shareholders.
Those institutions may use the payments for, among other
purposes, compensating employees engaged in sales and/or
shareholder servicing. The amount of fees paid by Advisor Growth
& Income Fund during any year may be more or less than the cost
of distribution or other services provided to Advisor Growth &
Income Fund. NASD rules limit the amount of annual distribution
fees that may be paid by a mutual fund and impose a ceiling on
the cumulative distribution fees paid. Advisor Trust's Plan
complies with those rules.

Some Intermediaries that maintain nominee accounts with Advisor
Growth & Income Fund for their clients who are Fund shareholders
charge an annual fee of up to 0.25% of the average net assets
held in such accounts for accounting, servicing, and
distributions services they provide with respect to the
underlying Fund shares.

CUSTODIAN. State Street Bank and Trust Company (the "Bank"), 225
Franklin Street, Boston, Massachusetts 02101, is the custodian
for Advisor Growth & Income Fund. Foreign securities are
maintained in the custody of foreign banks and trust companies
that are members of the Bank's Global Custody Network or foreign
depositories used by such members. (See Custodian in the
Statement of Additional Information.)

ORGANIZATION AND DESCRIPTION OF SHARES

SPECIAL CONSIDERATIONS REGARDING THE
MASTER FUND/FEEDER FUND STRUCTURE

Advisor Growth & Income Fund, an open-end management investment
company, seeks to achieve its objective by investing all of its
assets in shares of another mutual fund having an investment
objective identical to that of Advisor Growth & Income Fund. The
initial shareholder of Advisor Growth & Income Fund approved this
policy of permitting Advisor Growth & Income Fund to act as a
feeder fund by investing in Growth & Income Portfolio. Please
refer to the Investment Policies, Portfolio Investments and
Strategies, and Investment Restrictions for a description of the
investment objectives, policies, and restrictions of Advisor
Growth & Income Fund and Growth & Income Portfolio. The
management and expenses of both Advisor Growth & Income Fund and
Growth & Income Portfolio are described under the Fee Table and
Management. Advisor Growth & Income Fund bears its proportionate
share of Portfolio expenses.

The Adviser has provided investment management services in
connection with other mutual funds employing the master
fund/feeder fund structure since 1991.

SR&F Growth & Income Portfolio is a separate series of SR&F Base
Trust ("Base Trust"), a Massachusetts common trust organized
under an Agreement and Declaration of Trust ("Declaration of
Trust") dated August 23, 1993. The Declaration of Trust of Base
Trust provides that Advisor Growth & Income Fund and other
investors in Growth & Income Portfolio will each be liable for
all obligations of Growth & Income Portfolio that are not
satisfied by the Portfolio. However, the risk of Advisor Growth
& Income Fund incurring financial loss on account of such
liability is limited to circumstances in which both inadequate
insurance existed and Growth & Income Portfolio itself were
unable to meet its obligations. Accordingly, the trustees of
Advisor Trust believe that neither Advisor Growth & Income Fund
nor its shareholders will be adversely affected by reason of
Advisor Growth & Income Fund's investing in Growth & Income
Portfolio.

The Declaration of Trust of Base Trust provides that Growth &
Income Portfolio will terminate 120 days after the withdrawal of
Advisor Growth & Income Fund or any other investor in Growth &
Income Portfolio, unless the remaining investors vote to agree to
continue the business of Growth & Income Portfolio. The trustees
of Advisor Trust may vote Advisor Growth & Income Fund's
interests in Growth & Income Portfolio for such continuation
without approval of Advisor Growth & Income Fund's shareholders.

The common investment objective of Advisor Growth & Income Fund
and Growth & Income Portfolio is non-fundamental and may be
changed without shareholder approval. The fundamental policies
of Advisor Growth & Income Fund and the corresponding fundamental
policies of Growth & Income Portfolio can be changed only with
shareholder approval.

If Advisor Growth & Income Fund, as a Portfolio investor, is
requested to vote on a proposed change in fundamental policy of
Growth & Income Portfolio or any other matter pertaining to
Growth & Income Portfolio (other than continuation of the
business of Growth & Income Portfolio after withdrawal of another
investor), Advisor Growth & Income Fund will solicit proxies from
its shareholders and vote its interest in Growth & Income
Portfolio for and against such matters proportionately to the
instructions to vote for and against such matters received from
Advisor Growth & Income Fund shareholders. Advisor Growth &
Income Fund will vote shares for which it receives no voting
instructions in the same proportion as the shares for which it
receives voting instructions. If there are other investors in
Growth & Income Portfolio, there can be no assurance that any
matter receiving a majority of votes cast by Fund shareholders
will receive a majority of votes cast by all Growth & Income
Portfolio investors. If other investors hold a majority interest
in Growth & Income Portfolio, they could have voting control over
Growth & Income Portfolio.

In the event that Growth & Income Portfolio's fundamental
policies were changed so as to be inconsistent with those of
Advisor Growth & Income Fund, the Board of Trustees of Advisor
Trust would consider what action might be taken, including
changes to Advisor Growth & Income Fund's fundamental policies,
withdrawal of Advisor Growth & Income Fund's assets from Growth &
Income Portfolio and investment of such assets in another pooled
investment entity, or the retention of another investment
adviser. Any of these actions would require the approval of
Advisor Growth & Income Fund's shareholders. Advisor Growth &
Income Fund's inability to find a substitute master fund or
comparable investment management could have a significant impact
upon its shareholders' investments. Any withdrawal of Advisor
Growth & Income Fund's assets could result in a distribution in
kind of portfolio securities (as opposed to a cash distribution)
to Advisor Growth & Income Fund. Should such a distribution
occur, Advisor Growth & Income Fund would incur brokerage fees or
other transaction costs in converting such securities to cash.
In addition, a distribution in kind could result in a less
diversified portfolio of investments for Advisor Growth & Income
Fund and could affect the liquidity of Advisor Growth & Income
Fund.

Each investor in Growth & Income Portfolio, including Advisor
Growth & Income Fund, may add to or reduce its investment in
Growth & Income Portfolio on each day the NYSE is open for
business. The investor's percentage of the aggregate interests
in Growth & Income Portfolio will be computed as the percentage
equal to the fraction (i) the numerator of which is the beginning
of the day value of such investor's investment in Growth & Income
Portfolio on such day plus or minus, as the case may be, the
amount of any additions to or withdrawals from the investor's
investment in Growth & Income Portfolio effected on such day; and
(ii) the denominator of which is the aggregate beginning of the
day net asset value of Growth & Income Portfolio on such day plus
or minus, as the case may be, the amount of the net additions to
or withdrawals from the aggregate investments in Growth & Income
Portfolio by all investors in Growth & Income Portfolio. The
percentage so determined will then be applied to determine the
value of the investor's interest in Growth & Income Portfolio as
of the close of business.

Base Trust may permit other investment companies and/or other
institutional investors to invest in Growth & Income Portfolio,
but members of the general public may not invest directly in
Growth & Income Portfolio. Other investors in Growth & Income
Portfolio are not required to sell their shares at the same
public offering price as Advisor Growth & Income Fund, might
incur different administrative fees and expenses than Advisor
Growth & Income Fund, and their shares might be sold with a sales
commission. Therefore, Advisor Growth & Income Fund shareholders
might have different investment returns than shareholders in
another investment company that invests exclusively in Growth &
Income Portfolio. Investment by such other investors in Growth &
Income Portfolio would provide funds for the purchase of
additional portfolio securities and would tend to reduce the
Portfolio's operating expenses as a percentage of its net assets.
Conversely, large-scale redemptions by any such other investors
in Growth & Income Portfolio could result in untimely
liquidations of Growth & Income Portfolio's security holdings,
loss of investment flexibility, and increases in the operating
expenses of Growth & Income Portfolio as a percentage of its net
assets. As a result, Growth & Income Portfolio's security
holdings may become less diverse, resulting in increased risk.

Growth & Income Portfolio commenced operations in February 1997
when Stein Roe Growth & Income Fund, a mutual fund that that had
invested directly in securities since 1987, converted into a
feeder fund by investing all of its assets in the Portfolio.
Currently Stein Roe Growth & Income Fund, which is a series of
Stein Roe Investment Trust, is the only other investment company
investing in Growth & Income Portfolio. Information regarding
any investment company that may invest in Growth & Income
Portfolio in the future may be obtained by writing to SR&F Base
Trust, Suite 3200, One South Wacker Drive, Chicago, Illinois
60606 or by calling 800-338-2550. The Adviser may provide
administrative or other services to one or more of such
investors.

FOR MORE INFORMATION

Contact Advisor Growth & Income Fund at 800-_____ or your
Intermediary for more information about Advisor Growth & Income
Fund.
______________________

<PAGE> 1

SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED DECEMBER 6, 1996

STEIN ROE ADVISOR GROWTH STOCK FUND
The investment objective of Advisor Growth Stock Fund is to
provide long-term capital appreciation by investing in common
stocks and other equity-type securities. Advisor Growth Stock
Fund invests all of its net investable assets in shares of SR&F
Growth Stock Portfolio, a portfolio of SR&F Base Trust that has
the same investment objective and substantially the same
investment policies as Advisor Growth Stock Fund. (SEE SPECIAL
CONSIDERATIONS REGARDING MASTER FUND/FEEDER FUND STRUCTURE.)

Shares of Advisor Growth Stock Fund may be purchased only through
Intermediaries, including retirement plans.

Advisor Growth Stock Fund has no sales or redemption charges.
Advisor Growth Stock Fund is a series of Stein Roe Advisor Trust
and Growth Stock Portfolio is a series of SR&F Base Trust. Each
Trust is a diversified open-end management investment company.

This prospectus contains information you should know before
investing in Advisor Growth Stock Fund. Please read it carefully
and retain it for future reference.

The date of this prospectus is ___________, 1997.

TABLE OF CONTENTS

Page
Summary..................................2
Fee Table ...............................3
The Fund.................................4
Investment Policies......................5
Performance Information..................5
Risks and Investment Considerations .....6
Investment Restrictions .................6
Portfolio Investments and Strategies.....7
Net Asset Value ........................10
How to Purchase Shares..................11
How to Redeem Shares ...................11
Distributions and Income Taxes..........12
Management .............................13
Organization and Description of Shares..15
Special Considerations Regarding the
Master Fund/Feeder Fund Structure.....16
For More Information ...................18

SUMMARY

Stein Roe Advisor Growth Stock Fund ("Advisor Growth Stock Fund")
is a series of Stein Roe Advisor Trust, an open-end diversified
management investment company organized as a Massachusetts
business trust. (See The Fund and Organization and Description
of Shares.) This prospectus is not a solicitation in any
jurisdiction in which shares of Advisor Growth Stock Fund are not
qualified for sale.

INVESTMENT OBJECTIVES AND POLICIES. The investment objective of
Advisor Growth Stock Fund is to provide long-term capital
appreciation by investing in common stocks and other equity-type
securities. Advisor Growth Stock Fund invests all of its net
investable assets in SR&F Growth Stock Portfolio ("Growth Stock
Portfolio") which has the same investment objective and
investment policies substantially similar to those of Advisor
Growth Stock Fund. Growth Stock Portfolio normally invests at
least 65% of its total assets in common stocks and other equity-
type securities that the Adviser believes to have long-term
appreciation possibilities.

For a more detailed discussion of the investment objectives and
policies, please see Investment Policies and Portfolio
Investments and Strategies. There is, of course, no assurance
that Advisor Growth Stock Fund and Growth Stock Portfolio will
achieve their common investment objective.

INVESTMENT RISKS. Advisor Growth Stock Fund is designed for
long-term investors who desire to participate in the stock market
with more investment risk and volatility than the stock market in
general, but with less investment risk and volatility than an
aggressive capital appreciation fund. Growth Stock Portfolio may
invest in foreign securities, which may entail a greater degree
of risk than investing in securities of domestic issuers. There
is, of course, no assurance that Advisor Growth Stock Fund will
achieve its investment objective. Please see Investment
Restrictions and Risks and Investment Considerations for further
information.

PURCHASES AND REDEMPTIONS. Shares of Advisor Growth Stock Fund
may be purchased only through Intermediaries. For information on
purchasing and redeeming Advisor Growth Stock Fund shares, please
see How to Purchase Shares, How to Redeem Shares, and Management-
- -Distributor.

MANAGEMENT AND FEES. Stein Roe & Farnham Incorporated (the
"Adviser") is investment adviser to Growth Stock Portfolio. In
addition, it provides administrative services to Advisor Growth
Stock Fund and Growth Stock Portfolio. For a description of the
Adviser and these service arrangements, see Management.

FEE TABLE

ANNUAL FUND OPERATING EXPENSES (as a percentage
of average net assets; after reimbursement)
Management and Administrative Fees (after
reimbursement)...................................0.60%
12b-1 Fees.........................................0.25%
Other Expenses (after reimbursement)...............0.50%
-----
Total Operating Expenses (after
reimbursement)...................................1.35%
=====

EXAMPLE.
You would pay the following expenses on a $1,000 investment
assuming (1) 5% annual return; and (2) redemption at the end of
each time period:

1 year 3 years
------ --------
$14 $43

The purpose of the Fee Table is to assist you in understanding
the various costs and expenses that you will bear directly or
indirectly as an investor in Advisor Growth Stock Fund. The Fee
Table reflects the combined expenses of both Advisor Growth Stock
Fund and Growth Stock Portfolio. Anticipated Total Operating
Expenses for Advisor Growth Stock Fund are annualized projections
based upon current administrative fees and management fees.
Other Expenses are estimated amounts for the current fiscal year.
The figures assume that the percentage amounts listed under
Annual Fund Operating Expenses remain the same during each of the
periods and that all income dividends and capital gain
distributions are reinvested in additional shares.

From time to time, the Adviser may voluntarily undertake to
reimburse Advisor Growth Stock Fund for a portion of its
operating expenses and its pro rata share of Growth Stock
Portfolio's operating expenses. The Adviser has undertaken to
reimburse Advisor Growth Stock Fund for its operating expenses
and its pro rata share of Growth Stock Portfolio's operating
expenses to the extent such expenses exceed 1.35% of Advisor
Growth Stock Fund's annual average net assets. This commitment
expires on January 31, 1998, subject to earlier termination by
the Adviser on 30 days' notice to Advisor Growth Stock Fund.
Absent such reimbursement, Advisor Growth Stock Fund's share of
Growth Stock Portfolio's Management Fee and the Fund's
Administrative Fee, Other Expenses and Total Operating Expenses
would be 0.75%, 0.55% and 1.55%, respectively. Any such
reimbursement will lower Advisor Growth Stock Fund's overall
expense ratio and increase its overall return to investors.
(Also see Management--Fees and Expenses.)

Advisor Growth Stock Fund pays the Adviser an administrative fee
based on its average daily net assets and Growth Stock Portfolio
pays the Adviser a management fee based on its average daily net
assets. The trustees of Advisor Trust have considered whether
the annual operating expenses of Advisor Growth Stock Fund,
including its proportionate share of the expenses of Growth Stock
Portfolio, would be more or less than if Advisor Growth Stock
Fund invested directly in the securities held by Growth Stock
Portfolio, and concluded that Advisor Growth Stock Fund's
expenses would not be materially greater in such case.

The figures in the Example are not necessarily indicative of past
or future expenses, and actual expenses may be greater or less
than those shown. Although information such as that shown in the
Examples and Fee Table is useful in reviewing Advisor Growth
Stock Fund's expenses and in providing a basis for comparison
with other mutual funds, it should not be used for comparison
with other investments using different assumptions or time
periods.

Because Advisor Growth Stock Fund pays a 12b-1 fee, long-term
investors in Advisor Growth Stock Fund may pay more over long
periods of time in distribution expenses than the maximum front-
end sales charge permitted by the National Association of
Securities Dealers, Inc. ("NASD"). For further information on
Advisor Growth Stock Fund's 12b-1 fee, see Management--
Distributor.

THE FUND

STEIN ROE ADVISOR GROWTH STOCK FUND ("Advisor Growth Stock Fund")
is a series of Stein Roe Advisor Trust ("Advisor Trust"), which
is an open-end diversified management investment company
authorized to issue shares of beneficial interest in separate
series.

Rather than invest in securities directly, Advisor Growth Stock
Fund seeks to achieve its investment objective by using the
"master fund/feeder fund" structure. Under that structure, a
feeder fund, together with one or more feeder funds or
institutional investors pool their assets in a master portfolio
that has the same investment objective and substantially the same
investment policies and restrictions as the feeder funds. (See
Special Considerations Regarding Master Fund/Feeder Fund
Structure.) Advisor Growth Stock Fund invests all of its net
investable assets in shares of SR&F Growth Stock Portfolio
("Growth Stock Portfolio"), which is a series of SR&F Base Trust
("Base Trust").

Stein Roe & Farnham Incorporated (the "Adviser") provides
portfolio management services to Growth Stock Portfolio and
administrative services to Advisor Growth Stock Fund and Growth
Stock Portfolio.

INVESTMENT POLICIES

The investment objective of Advisor Growth Stock Fund is to
provide long-term capital appreciation by investing in common
stocks and other equity-type securities. Advisor Growth Stock
Fund invests all of its net investable assets in Growth Stock
Portfolio, which has the same investment objective and investment
policies substantially similar to Advisor Growth Stock Fund.
Growth Stock Portfolio attempts to achieve its objective by
normally investing at least 65% of its total assets in common
stocks and other equity-type securities (such as preferred
stocks, securities convertible into or exchangeable for common
stocks, and warrants or rights to purchase common stocks) that,
in the opinion of the Adviser, have long-term appreciation
possibilities.

Further information on investment techniques that may be employed
by Growth Stock Portfolio and the risks associated with such
techniques may be found under Risks and Investment Considerations
and Portfolio Investments and Strategies in this prospectus and
in the Statement of Additional Information.

PERFORMANCE INFORMATION

The total return from an investment in Advisor Growth Stock Fund
is measured by the distributions received (assuming
reinvestment), plus or minus the change in the net asset value
per share for a given period. A total return percentage may be
calculated by dividing the value of a share at the end of the
period (including reinvestment of distributions) by the value of
the share at the beginning of the period and subtracting one.
For a given period, an average annual total return may be
calculated by finding the average annual compounded rate that
would equate a hypothetical $1,000 investment to the ending
redeemable value.

Comparison of Advisor Growth Stock Fund's total return with
alternative investments should consider differences between the
Fund and the alternative investments, the periods and methods
used in calculation of the return being compared, and the impact
of taxes on alternative investments. Of course, past performance
is not necessarily indicative of future results. Share prices
may vary, and your shares when redeemed may be worth more or less
than your original purchase price.

As of the date of this Prospectus, Advisor Growth Stock Fund had
no past performance. However, Stein Roe Growth Stock Fund, a
series of Stein Roe Investment Trust which has a similar name,
the same investment objective and substantially the same
investment policies as Advisor Growth Stock Fund, also invests
all of its net investable assets in Growth Stock Portfolio. The
average annual total return for a 1-year, 5-year and 10-year
investment in Stein Roe Growth Stock Fund were 21.04%, 13.75% and
14.12%, respectively. Stein Roe Growth Stock Fund has a
different fee structure than Advisor Growth Stock Fund and does
not pay 12b-1 fees. Had these fees been reflected, the total
returns shown in the table would have been lower.

RISKS AND INVESTMENT CONSIDERATIONS

Advisor Growth Stock Fund is designed for long-term investors who
desire to participate in the stock market with more investment
risk and volatility than the stock market in general, but with
less investment risk and volatility than an aggressive capital
appreciation fund. Growth Stock Portfolio usually allocates its
investments among a number of different industries rather than
concentrating in a particular industry or group of industries,
but this does not eliminate all risk. It will not, however,
invest more than 25% of the total value of its assets (at the
time of investment) in the securities of companies in any one
industry. There can be no guarantee that Advisor Growth Stock
Fund or Growth Stock Portfolio will achieve its objective.

Growth Stock Portfolio may invest up to 35% of its total assets
in debt securities. Debt securities rated in the fourth highest
grade may have some speculative characteristics, and changes in
economic conditions or other circumstances may lead to a weakened
capacity of the issuers of such securities to make principal and
interest payments. Securities rated below investment grade may
possess speculative characteristics, and changes in economic
conditions are more likely to affect the issuer's capacity to pay
interest or repay principal.

Growth Stock Portfolio may invest up to 25% of its total assets
in foreign securities. For purposes of this limit, foreign
securities exclude American Depositary Receipts (ADRs), foreign
debt securities denominated in U.S. dollars, and securities
guaranteed by a U.S. person. Investment in foreign securities
may represent a greater degree of risk (including risk related to
exchange rate fluctuations, tax provisions, exchange and currency
controls, and expropriation of assets) than investment in
securities of domestic issuers. Other risks of foreign investing
include less complete financial information on issuers, different
accounting, auditing and financial reporting standards, different
settlement practices, less market liquidity, more market
volatility, less developed and regulated markets, and greater
political instability. In addition, various restrictions by
foreign governments on investments by non-residents may apply,
including imposition of exchange controls and withholding taxes
on dividends, and seizure or nationalization of investments owned
by non-residents. Foreign investments also tend to involve
higher transaction and custody costs.

Further information on investment techniques that may be employed
by Growth Stock Portfolio may be found under Portfolio
Investments and Strategies.

INVESTMENT RESTRICTIONS

Neither Advisor Growth Stock Fund nor Growth Stock Portfolio may
invest more than 5% of its assets in the securities of any one
issuer. This restriction applies only to 75% of its investment
portfolio, and does not apply to securities of the U.S.
Government or repurchase agreements for such securities. This
restriction also does not prevent Advisor Growth Stock Fund from
investing all of its assets in shares of another investment
company having the identical investment objective under a
master/feeder structure.

Neither Advisor Growth Stock Fund nor Growth Stock Portfolio will
acquire more than 10% of the outstanding voting securities of any
one issuer. Advisor Growth Stock Fund may, however, invest all
of its assets in shares of another investment company having the
identical investment objective under a master/feeder structure.

Neither Advisor Growth Stock Fund nor Growth Stock Portfolio may
make loans except that it may (1) purchase money market
instruments and enter into repurchase agreements; (2) acquire
publicly-distributed or privately-placed debt securities; (3)
lend its portfolio securities under certain conditions; and (4)
participate in an interfund lending program with other Stein Roe
Funds and Portfolios. Advisor Growth Stock Fund and Growth Stock
Portfolio may not borrow money, except for non-leveraging,
temporary, or emergency purposes or in connection with
participation in the interfund lending program. Neither the
aggregate borrowings (including reverse repurchase agreements)
nor the aggregate loans at any one time may exceed 33 1/3% of the
value of total assets. Additional securities may not be
purchased when borrowings less proceeds receivable from sales of
portfolio securities exceed 5% of total assets.

Advisor Growth Stock Fund and Growth Stock Portfolio may invest
in repurchase agreements, /1/ provided that neither will invest
more than 15% of its net assets in repurchase agreements maturing
in more than seven days, and any other illiquid securities.
- -----------------
/1/ A repurchase agreement involves a sale of securities to
Growth Stock Portfolio in which the seller agrees to repurchase
the securities at a higher price, which includes an amount
representing interest on the purchase price, within a specified
time. In the event of bankruptcy of the seller, Growth Stock
Portfolio could experience both losses and delays in liquidating
its collateral.
- -----------------

The policies summarized in the first three paragraphs under this
section and the policy with respect to concentration of
investments in any one industry described under Risks and
Investment Considerations are fundamental policies of Advisor
Growth Stock Fund and Growth Stock Portfolio and, as such, can be
changed only with the approval of a "majority of the outstanding
voting securities" as defined in the Investment Company Act of
1940. The common investment objective of Advisor Growth Stock
Fund and Growth Stock Portfolio is non-fundamental and, as such,
may be changed by the Board of Trustees without shareholder
approval. All of the investment restrictions are set forth in
the Statement of Additional Information.

PORTFOLIO INVESTMENTS AND STRATEGIES

DEBT SECURITIES.
In pursuing its investment objective, Growth Stock Portfolio may
invest up to 35% of its total assets in debt securities of
corporate and governmental issuers. Investment in debt
securities is limited to those that are rated within the four
highest grades (generally referred to as investment grade). If
the rating of a security held by Growth Stock Portfolio is lost
or reduced below investment grade, it is not required to dispose
of the security--the Adviser will, however, consider that fact in
determining whether Growth Stock Portfolio should continue to
hold the security. When the Adviser deems a temporary defensive
position advisable, Growth Stock Portfolio may invest, without
limitation, in high-quality fixed income securities, or hold
assets in cash or cash equivalents.

FOREIGN SECURITIES.
Growth Stock Portfolio may invest in sponsored or unsponsored
ADRs. In addition to, or in lieu of, such direct investment,
Growth Stock Portfolio may construct a synthetic foreign debt
position by (a) purchasing a debt instrument denominated in one
currency, generally U.S. dollars; and (b) concurrently entering
into a forward contract to deliver a corresponding amount of that
currency in exchange for a different currency on a future date
and at a specified rate of exchange. Because of the availability
of a variety of highly liquid U.S. dollar debt instruments, a
synthetic foreign debt position utilizing such U.S. dollar
instruments may offer greater liquidity than direct investment in
foreign currency debt instruments.

In connection with the purchase of foreign securities, Growth
Stock Portfolio may enter into foreign currency forward and
futures contracts to hedge the currency risk in settlement of a
particular security transaction or relative to the entire
portfolio. A forward contract to purchase an amount of foreign
currency sufficient to pay the purchase price of securities at
settlement date involves the risk that the value of the foreign
currency may decline relative to the value of the dollar prior to
the settlement date. This risk is in addition to the risk that
the value of the foreign security purchased may decline. Growth
Stock Portfolio also may enter into foreign currency contracts as
a hedging technique to limit or reduce exposure of the entire
portfolio to currency fluctuations. In addition, Growth Stock
Portfolio may use options and futures contracts, as described
below, to limit or reduce exposure to currency fluctuations.

CONVERTIBLE SECURITIES.
By investing in convertible securities, Growth Stock Portfolio
obtains the right to benefit from the capital appreciation
potential in the underlying stock upon exercise of the conversion
right, while earning higher current income than would be
available if the stock were purchased directly. In determining
whether to purchase a convertible, the Adviser will consider
substantially the same criteria that would be considered in
purchasing the underlying stock. Although convertible securities
are frequently rated investment grade, Growth Stock Portfolio
also may purchase unrated securities or securities rated below
investment grade if the securities meet the Adviser's other
investment criteria. Convertible securities rated below
investment grade tend to be more sensitive to interest rate and
economic changes, may be obligations of issuers who are less
creditworthy than issuers of higher quality convertible
securities, and may be more thinly traded due to the fact that
such securities are less well known to investors than either
common stock or conventional debt securities. As a result, the
Adviser's own investment research and analysis tends to be more
important than other factors in the purchase of convertible
securities.

LENDING PORTFOLIO SECURITIES; WHEN-ISSUED AND DELAYED-DELIVERY
SECURITIES.
Growth Stock Portfolio may make loans of its portfolio securities
to broker-dealers and banks subject to certain restrictions
described in the Statement of Additional Information. Growth
Stock Portfolio may participate in an interfund lending program,
subject to certain restrictions described in the Statement of
Additional Information. Growth Stock Portfolio may invest in
securities purchased on a when-issued or delayed-delivery basis.
Although the payment terms of these securities are established at
the time Growth Stock Portfolio enters into the commitment, the
securities may be delivered and paid for a month or more after
the date of purchase, when their value may have changed. Growth
Stock Portfolio will make such commitments only with the
intention of actually acquiring the securities, but may sell the
securities before settlement date if it is deemed advisable for
investment reasons.

SHORT SALES AGAINST THE BOX.
Growth Stock Portfolio may sell short securities it owns or has
the right to acquire without further consideration, using a
technique called selling short "against the box." Short sales
against the box may protect Growth Stock Portfolio against the
risk of losses in the value of its portfolio securities because
any unrealized losses with respect to such securities should be
wholly or partly offset by a corresponding gain in the short
position. However, any potential gains in such securities should
be wholly or partially offset by a corresponding loss in the
short position. Short sales against the box may be used to lock
in a profit on a security when, for tax reasons or otherwise, the
Adviser does not want to sell the security. Growth Stock
Portfolio does not expect to commit more than 5% of its net
assets to short sales against the box. For a more complete
explanation, please refer to the Statement of Additional
Information.

DERIVATIVES.
Consistent with its objective, Growth Stock Portfolio may invest
in a broad array of financial instruments and securities,
including conventional exchange-traded and non-exchange-traded
options, futures contracts, futures options, securities
collateralized by underlying pools of mortgages or other
receivables, floating rate instruments, and other instruments
that securitize assets of various types ("Derivatives"). In each
case, the value of the instrument or security is "derived" from
the performance of an underlying asset or a "benchmark" such as a
security index, an interest rate, or a currency. Growth Stock
Portfolio does not expect to invest more than 5% of its net
assets in any type of Derivative except for options, futures
contracts, and futures options.

In seeking to achieve its desired investment objective, provide
additional revenue, or to hedge against changes in security
prices, interest rates or currency fluctuations, Growth Stock
Portfolio may: (1) purchase and write both call options and put
options on securities, indexes and foreign currencies; (2) enter
into interest rate, index and foreign currency futures contracts;
(3) write options on such futures contracts; and (4) purchase
other types of forward or investment contracts linked to
individual securities, indexes or other benchmarks. Growth Stock
Portfolio may write a call or put option only if the option is
covered. As the writer of a covered call option, Growth Stock
Portfolio foregoes, during the option's life, the opportunity to
profit from increases in market value of the security covering
the call option above the sum of the premium and the exercise
price of the call. There can be no assurance that a liquid
market will exist when Growth Stock Portfolio seeks to close out
a position. In addition, because futures positions may require
low margin deposits, the use of futures contracts involves a high
degree of leverage and may result in losses in excess of the
amount of the margin deposit.

PORTFOLIO TURNOVER.
Although Growth Stock Portfolio does not purchase securities with
a view to rapid turnover, there are no limitations on the length
of time portfolio securities must be held. Accordingly, the
portfolio turnover rate may vary significantly from year to year,
but is not expected to exceed 100% under normal market
conditions. A high rate of portfolio turnover may result in
increased transaction expenses and the realization of capital
gains and losses. (See Distributions and Income Taxes.)

NET ASSET VALUE

The purchase and redemption price of Advisor Growth Stock Fund's
shares is its net asset value per share. Advisor Growth Stock
Fund determines the net asset value of its shares as of the close
of trading on the New York Stock Exchange ("NYSE") (currently
3:00 p.m., central time) by dividing the difference between the
value of its assets and liabilities by the number of shares
outstanding. Growth Stock Portfolio allocates net asset value,
income, and expenses to Advisor Growth Stock Fund and any other
of its feeder funds in proportion to their respective interests
in Growth Stock Portfolio.

Net asset value will not be determined on days when the NYSE is
closed unless, in the judgment of the Board of Trustees, the net
asset value of Advisor Growth Stock Fund should be determined on
any such day, in which case the determination will be made at
3:00 p.m., central time.

HOW TO PURCHASE SHARES

You may purchase Advisor Growth Stock Fund shares only through
broker-dealers, banks, or other intermediaries, including
retirement plans ("Intermediaries"). The Adviser and Advisor
Growth Stock Fund do not recommend, endorse, or receive payments
from any Intermediary.

PURCHASE PRICE AND EFFECTIVE DATE. Each purchase of Advisor
Growth Stock Fund's shares is made at Advisor Growth Stock Fund's
net asset value (see Net Asset Value) next determined after
receipt of an order in good form, including receipt of payment.

CONDITIONS OF PURCHASE. Each purchase order for Advisor Growth
Stock Fund must be accepted by an authorized officer of Advisor
Trust or its authorized agent and is not binding until accepted
and entered on the books of Advisor Growth Stock Fund. Once your
purchase order has been accepted, you may not cancel or revoke
it; you may, however, redeem the shares. Advisor Trust reserves
the right not to accept any purchase order that it determines not
to be in the best interests of Advisor Trust or of Advisor Growth
Stock Fund's shareholders.

PURCHASES THROUGH INTERMEDIARIES. You must purchase shares
through Intermediaries. These Intermediaries may charge for
their services or place limitations on the extent to which you
may use the services offered by Advisor Trust. In addition, each
Intermediary will establish its own procedures for the purchase
of shares of Advisor Growth Stock Fund, including minimum initial
and additional investments, and the acceptable methods of payment
for shares. Your Intermediary may be closed on days when the
NYSE is open. As a result, prices of Fund shares may be
significantly affected on days when you have no access to your
Intermediary to buy shares. If you wish to purchase shares,
please contact your Intermediary for instructions.

HOW TO REDEEM SHARES

You may redeem shares only through Intermediaries. Each
Intermediary will establish its own procedures for the sale of
shares of Advisor Growth Stock Fund. Your Intermediary may be
closed on days when the NYSE is open. As a result, prices for
Fund shares may be significantly affected on days when you have
no access to your Intermediary to sell shares. If you wish to
redeem shares through an Intermediary, please contact the
Intermediary for instructions.

EXCHANGE PRIVILEGE. Through an account with an Intermediary, you
may redeem all or any portion of your Advisor Growth Stock Fund
shares and use the proceeds to purchase shares of any other Fund
that is a series of Advisor Trust offered for sale in the state
in which the Intermediary is located. Each Intermediary will
establish its own exchange policy and procedures. An exchange
transaction is a sale and purchase of shares for federal income
tax purposes and may result in capital gain or loss. Before
exchanging into another Advisor Trust Fund, you should obtain the
prospectus for the Advisor Trust Fund in which you wish to invest
and read it carefully. The registration of the account to which
you are making an exchange must be exactly the same as that of
the account from which the exchange is made. Advisor Growth
Stock Fund reserves the right to suspend, limit, modify, or
terminate the Exchange Privilege or its use in any manner by any
person or class; Intermediaries would be notified of such a
change.

The price at which your redemption order will be executed is the
net asset value next determined after proper redemption
instructions are received by the Intermediary. (See Net Asset
Value.) Because the redemption price you receive depends upon
Advisor Growth Stock Fund's net asset value per share at the time
of redemption, it may be more or less than the price you
originally paid for the shares and may result in a realized
capital gain or loss.

Advisor Trust will pay redemption proceeds as soon as
practicable, and in no event later than seven days after proper
instructions are received by Advisor Growth Stock Fund or its
authorized agent.

DISTRIBUTIONS AND INCOME TAXES

DISTRIBUTIONS. Income dividends are declared and paid annually.
Advisor Growth Stock Fund intends to distribute by the end of
each calendar year at least 98% of any net capital gains realized
from the sale of securities during the twelve-month period ended
October 31 in that year. Advisor Growth Stock Fund intends to
distribute any undistributed net investment income and net
realized capital gains in the following year.

All income dividends and capital gain distributions on shares of
Advisor Growth Stock Fund will be reinvested in additional shares
unless your Intermediary elects to have distributions paid by
check. Reinvestment normally occurs on the payable date.

INCOME TAXES. For federal income tax purposes, Advisor Growth
Stock Fund is treated as a separate taxable entity distinct from
the other series of Advisor Trust. Growth Stock Portfolio
intends to qualify for the special tax treatment afforded
regulated investment companies under Subchapter M of the Internal
Revenue Code, so that it will be relieved of federal income tax
on that part of its net investment income and net capital gain
that is distributed to shareholders.

Advisor Growth Stock Fund will distribute substantially all of
its ordinary income and net capital gains on a current basis.
Generally distributions are taxable as ordinary income, except
that any distributions of net long-term capital gains will be
taxed as such. However, distributions by Advisor Growth Stock
Fund to plans that qualify for tax-exempt treatment under federal
income tax laws will not be taxable. Special tax rules apply to
investments through such plans.

This section is not intended to be a full discussion of income
tax laws and their effect on shareholders. You may wish to
consult your own tax advisor.

MANAGEMENT

TRUSTEES AND INVESTMENT ADVISER. The Board of Trustees of
Advisor Trust and the Board of Trustees of Base Trust have
overall management responsibility for Advisor Growth Stock Fund
and Growth Stock Portfolio, respectively. See Management in the
Statement of Additional Information for the names of and other
information about the trustees and officers. Since Advisor Trust
and Base Trust have the same trustees, the trustees have adopted
conflict of interest procedures to monitor and address potential
conflicts between the interests of Advisor Growth Stock Fund and
Growth Stock Portfolio and other feeder funds investing in Growth
Stock Portfolio that share a common Board of Trustees with
Advisor Trust and Base Trust.

The Adviser, Stein Roe & Farnham Incorporated, One South Wacker
Drive, Chicago, Illinois 60606, is responsible for managing the
investment portfolio of Growth Stock Portfolio and the business
affairs of Advisor Growth Stock Fund, Growth Stock Portfolio,
Advisor Trust, and Base Trust, subject to the direction of the
respective Board. The Adviser is registered as an investment
adviser under the Investment Advisers Act of 1940. The Adviser
was organized in 1986 to succeed to the business of Stein Roe &
Farnham, a partnership that had advised and managed mutual funds
since 1949. The Adviser is a wholly owned subsidiary of Liberty
Financial Companies, Inc. ("Liberty Financial"), which in turn is
a majority owned indirect subsidiary of Liberty Mutual Insurance
Company.

PORTFOLIO MANAGERS. Erik P. Gustafson has been portfolio manager
of Growth Stock Portfolio since its inception in 1997 and had
managed its predecessor since 1994. Mr. Gustafson is a senior
vice president of the Adviser, having joined it in 1992. From
1989 to 1992 he was an attorney with Fowler, White, Burnett,
Hurley, Banick & Strickroot. He holds a B.A. from the University
of Virginia (1985) and M.B.A. and J.D. degrees (1989) from
Florida State University. As of December 31, 1996, Mr. Gustafson
was responsible for managing $___ million in mutual fund net
assets. David P. Brady is associate portfolio manager. Mr.
Brady is a vice president of the Adviser, which he joined in
1993, and was an equity investment analyst with State Farm Mutual
Automobile Insurance Company from 1986 to 1993. A chartered
financial analyst, Mr. Brady earned a B.S. in Finance, graduating
Magna Cum Laude, from the University of Arizona in 1986, and an
M.B.A. from the University of Chicago in 1989.

FEES AND EXPENSES. The Adviser is entitled to receive a monthly
administrative fee from Advisor Growth Stock Fund, computed and
accrued daily, at an annual rate of 0.15% of the first $500
million of average net assets, 0.125% of the next $500 million,
and 0.10% thereafter; and a monthly management fee from Growth
Stock Portfolio, computed and accrued daily, at an annual rate of
0.60% of the first $500 million of average net assets, 0.55% of
the next $500 million, and 0.50% thereafter. However, as noted
above under Fee Table, the Adviser may voluntarily undertake to
reimburse Advisor Growth Stock Fund for a portion of its
operating expenses and its pro rata share of Growth Stock
Portfolio's operating expenses.

The Adviser provides office space and executive and other
personnel to Advisor Trust and Base Trust. All expenses of
Advisor Growth Stock Fund other than those paid by the Adviser
(including, but not limited to, printing and postage charges,
securities registration fees, custodian and transfer agency fees,
legal and auditing fees, compensation of trustees not affiliated
with the Adviser, and expenses incidental to its organization)
are paid out of the assets of Advisor Growth Stock Fund.

Under a separate agreement with each Trust, the Adviser provides
certain accounting and bookkeeping services to Advisor Growth
Stock Fund and Growth Stock Portfolio including computation of
net asset value and calculation of its net income and capital
gains and losses on disposition of assets.

In addition, the Adviser is free to make additional payments out
of its own assets to promote the sale of shares of Advisor Growth
Stock Fund.

PORTFOLIO TRANSACTIONS. The Adviser places the orders for the
purchase and sale of portfolio securities and options and futures
contracts for Growth Stock Portfolio. In doing so, the Adviser
seeks to obtain the best combination of price and execution,
which involves a number of judgmental factors.

DISTRIBUTOR. The shares of Advisor Growth Stock Fund are offered
for sale through Liberty Securities Corporation ("Distributor")
without any sales commissions. The Distributor is a wholly owned
indirect subsidiary of Liberty Financial. The business address
of the Distributor is 600 Atlantic Avenue, Boston, Massachusetts
02210; however, all Fund correspondence (including purchase and
redemption orders) should be mailed to SteinRoe Services Inc. at
P.O. Box 8900, Boston, Massachusetts 02205.

The trustees of Advisor Trust have adopted a plan pursuant to
Rule 12b-1 under the Investment Company Act of 1940 ("Plan").
The Plan provides that, as compensation for the promotion and
distribution of shares of Advisor Growth Stock Fund including its
expenses related to the sale and promotion of Fund shares, the
Distributor receives from Advisor Growth Stock Fund a fee at an
annual rate of 0.25% of its average daily net assets. The
Distributor generally pays this amount to institutions that
distribute Advisor Growth Stock Fund shares and provide services
to Advisor Growth Stock Fund and its shareholders. Those
institutions may use the payments for, among other purposes,
compensating employees engaged in sales and/or shareholder
servicing. The amount of fees paid by Advisor Growth Stock Fund
during any year may be more or less than the cost of distribution
or other services provided to Advisor Growth Stock Fund. NASD
rules limit the amount of annual distribution fees that may be
paid by a mutual fund and impose a ceiling on the cumulative
distribution fees paid. Advisor Trust's Plan complies with those
rules.

Some Intermediaries that maintain nominee accounts with Advisor
Growth Stock Fund for their clients who are Fund shareholders
charge an annual fee of up to 0.25% of the average net assets
held in such accounts for accounting, servicing, and
distributions services they provide with respect to the
underlying Fund shares.

CUSTODIAN. State Street Bank and Trust Company (the "Bank"), 225
Franklin Street, Boston, Massachusetts 02101, is the custodian
for Advisor Growth Stock Fund. Foreign securities are maintained
in the custody of foreign banks and trust companies that are
members of the Bank's Global Custody Network or foreign
depositories used by such members. (See Custodian in the
Statement of Additional Information.)

ORGANIZATION AND DESCRIPTION OF SHARES

SPECIAL CONSIDERATIONS REGARDING THE
MASTER FUND/FEEDER FUND STRUCTURE

Advisor Growth Stock Fund, an open-end management investment
company, seeks to achieve its objective by investing all of its
assets in shares of another mutual fund having an investment
objective identical to that of Advisor Growth Stock Fund. The
initial shareholder of Advisor Growth Stock Fund approved this
policy of permitting Advisor Growth Stock Fund to act as a feeder
fund by investing in Growth Stock Portfolio. Please refer to the
Investment Policies, Portfolio Investments and Strategies, and
Investment Restrictions for a description of the investment
objectives, policies, and restrictions of Advisor Growth Stock
Fund and Growth Stock Portfolio. The management and expenses of
both Advisor Growth Stock Fund and Growth Stock Portfolio are
described under the Fee Table and Management. Advisor Growth
Stock Fund bears its proportionate share of Portfolio expenses.

The Adviser has provided investment management services in
connection with other mutual funds employing the master
fund/feeder fund structure since 1991.

SR&F Growth Stock Portfolio is a separate series of SR&F Base
Trust ("Base Trust"), a Massachusetts common trust organized
under an Agreement and Declaration of Trust ("Declaration of
Trust") dated August 23, 1993. The Declaration of Trust of Base
Trust provides that Advisor Growth Stock Fund and other investors
in Growth Stock Portfolio will each be liable for all obligations
of Growth Stock Portfolio that are not satisfied by the
Portfolio. However, the risk of Advisor Growth Stock Fund
incurring financial loss on account of such liability is limited
to circumstances in which both inadequate insurance existed and
Growth Stock Portfolio itself were unable to meet its
obligations. Accordingly, the trustees of Advisor Trust believe
that neither Advisor Growth Stock Fund nor its shareholders will
be adversely affected by reason of Advisor Growth Stock Fund's
investing in Growth Stock Portfolio.

The Declaration of Trust of Base Trust provides that Growth Stock
Portfolio will terminate 120 days after the withdrawal of Advisor
Growth Stock Fund or any other investor in Growth Stock
Portfolio, unless the remaining investors vote to agree to
continue the business of Growth Stock Portfolio. The trustees of
Advisor Trust may vote Advisor Growth Stock Fund's interests in
Growth Stock Portfolio for such continuation without approval of
Advisor Growth Stock Fund's shareholders.

The common investment objective of Advisor Growth Stock Fund and
Growth Stock Portfolio is non-fundamental and may be changed
without shareholder approval. The fundamental policies of
Advisor Growth Stock Fund and the corresponding fundamental
policies of Growth Stock Portfolio can be changed only with
shareholder approval.

If Advisor Growth Stock Fund, as a Portfolio investor, is
requested to vote on a proposed change in fundamental policy of
Growth Stock Portfolio or any other matter pertaining to Growth
Stock Portfolio (other than continuation of the business of
Growth Stock Portfolio after withdrawal of another investor),
Advisor Growth Stock Fund will solicit proxies from its
shareholders and vote its interest in Growth Stock Portfolio for
and against such matters proportionately to the instructions to
vote for and against such matters received from Advisor Growth
Stock Fund shareholders. Advisor Growth Stock Fund will vote
shares for which it receives no voting instructions in the same
proportion as the shares for which it receives voting
instructions. If there are other investors in Growth Stock
Portfolio, there can be no assurance that any matter receiving a
majority of votes cast by Fund shareholders will receive a
majority of votes cast by all Growth Stock Portfolio investors.
If other investors hold a majority interest in Growth Stock
Portfolio, they could have voting control over Growth Stock
Portfolio.

In the event that Growth Stock Portfolio's fundamental policies
were changed so as to be inconsistent with those of Advisor
Growth Stock Fund, the Board of Trustees of Advisor Trust would
consider what action might be taken, including changes to Advisor
Growth Stock Fund's fundamental policies, withdrawal of Advisor
Growth Stock Fund's assets from Growth Stock Portfolio and
investment of such assets in another pooled investment entity, or
the retention of another investment adviser. Any of these
actions would require the approval of Advisor Growth Stock Fund's
shareholders. Advisor Growth Stock Fund's inability to find a
substitute master fund or comparable investment management could
have a significant impact upon its shareholders' investments.
Any withdrawal of Advisor Growth Stock Fund's assets could result
in a distribution in kind of portfolio securities (as opposed to
a cash distribution) to Advisor Growth Stock Fund. Should such a
distribution occur, Advisor Growth Stock Fund would incur
brokerage fees or other transaction costs in converting such
securities to cash. In addition, a distribution in kind could
result in a less diversified portfolio of investments for Advisor
Growth Stock Fund and could affect the liquidity of Advisor
Growth Stock Fund.

Each investor in Growth Stock Portfolio, including Advisor Growth
Stock Fund, may add to or reduce its investment in Growth Stock
Portfolio on each day the NYSE is open for business. The
investor's percentage of the aggregate interests in Growth Stock
Portfolio will be computed as the percentage equal to the
fraction (i) the numerator of which is the beginning of the day
value of such investor's investment in Growth Stock Portfolio on
such day plus or minus, as the case may be, the amount of any
additions to or withdrawals from the investor's investment in
Growth Stock Portfolio effected on such day; and (ii) the
denominator of which is the aggregate beginning of the day net
asset value of Growth Stock Portfolio on such day plus or minus,
as the case may be, the amount of the net additions to or
withdrawals from the aggregate investments in Growth Stock
Portfolio by all investors in Growth Stock Portfolio. The
percentage so determined will then be applied to determine the
value of the investor's interest in Growth Stock Portfolio as of
the close of business.

Base Trust may permit other investment companies and/or other
institutional investors to invest in Growth Stock Portfolio, but
members of the general public may not invest directly in Growth
Stock Portfolio. Other investors in Growth Stock Portfolio are
not required to sell their shares at the same public offering
price as Advisor Growth Stock Fund, might incur different
administrative fees and expenses than Advisor Growth Stock Fund,
and their shares might be sold with a sales commission.
Therefore, Advisor Growth Stock Fund shareholders might have
different investment returns than shareholders in another
investment company that invests exclusively in Growth Stock
Portfolio. Investment by such other investors in Growth Stock
Portfolio would provide funds for the purchase of additional
portfolio securities and would tend to reduce the Portfolio's
operating expenses as a percentage of its net assets.
Conversely, large-scale redemptions by any such other investors
in Growth Stock Portfolio could result in untimely liquidations
of Growth Stock Portfolio's security holdings, loss of investment
flexibility, and increases in the operating expenses of Growth
Stock Portfolio as a percentage of its net assets. As a result,
Growth Stock Portfolio's security holdings may become less
diverse, resulting in increased risk.

Growth Stock Portfolio commenced operations in February 1997 when
Stein Roe Growth Stock Fund, a mutual fund that that, together
with its corporate predecessor, had invested directly in
securities since 1958, converted into a feeder fund by investing
all of its assets in the Portfolio. Currently Stein Roe Growth
Stock Fund, which is a series of Stein Roe Investment Trust, is
the only other investment company investing in Growth Stock
Portfolio. Information regarding any investment company that may
invest in Growth Stock Portfolio in the future may be obtained by
writing to SR&F Base Trust, Suite 3200, One South Wacker Drive,
Chicago, Illinois 60606 or by calling 800-338-2550. The Adviser
may provide administrative or other services to one or more of
such investors.

FOR MORE INFORMATION

Contact Advisor Growth Stock Fund at 800-_____ or your
Intermediary for more information about Advisor Growth Stock
Fund.
______________________

<PAGE> 1

SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED DECEMBER 6, 1996

STEIN ROE ADVISOR YOUNG INVESTOR FUND
The investment objective of Advisor Young Investor Fund is to
provide long-term capital appreciation by investing in securities
of companies that affect the lives of young people. Advisor
Young Investor Fund invests all of its net investable assets in
shares of SR&F Growth Investor Portfolio, a portfolio of SR&F
Base Trust that has the same investment objective and
substantially the same investment policies as Advisor Young
Investor Fund. (SEE SPECIAL CONSIDERATIONS REGARDING MASTER
FUND/FEEDER FUND STRUCTURE.)

Shares of Advisor Young Investor Fund may be purchased only
through Intermediaries, including retirement plans.

Advisor Young Investor Fund has no sales or redemption charges.
Advisor Young Investor Fund is a series of Stein Roe Advisor
Trust and Growth Investor Portfolio is a series of SR&F Base
Trust. Each Trust is a diversified open-end management
investment company.

This prospectus contains information you should know before
investing in Advisor Young Investor Fund. Please read it
carefully and retain it for future reference.

The date of this prospectus is ___________, 1997.

TABLE OF CONTENTS

Page
Summary..................................2
Fee Table ...............................3
The Fund.................................4
Investment Policies......................5
Performance Information..................5
Risks and Investment Considerations .....6
Investment Restrictions .................7
Portfolio Investments and Strategies.....8
Net Asset Value ........................10
How to Purchase Shares..................11
How to Redeem Shares ...................12
Distributions and Income Taxes..........13
Management .............................13
Organization and Description of Shares..16
Special Considerations Regarding the
Master Fund/Feeder Fund Structure.....16
For More Information ...................19

SUMMARY

Stein Roe Advisor Young Investor Fund ("Advisor Young Investor
Fund") is a series of Stein Roe Advisor Trust, an open-end
diversified management investment company organized as a
Massachusetts business trust. (See The Fund and Organization and
Description of Shares.) This prospectus is not a solicitation in
any jurisdiction in which shares of Advisor Young Investor Fund
are not qualified for sale.

INVESTMENT OBJECTIVES AND POLICIES. The investment objective of
Advisor Young Investor Fund is to provide long-term capital
appreciation by investing in securities of companies that affect
the lives of young people. Advisor Young Investor Fund invests
all of its net investable assets in SR&F Growth Investor
Portfolio ("Growth Investor Portfolio") which has the same
investment objective and investment policies substantially
similar to those of Advisor Young Investor Fund. Growth Investor
Portfolio invests primarily in common stocks and other equity-
type securities that the Adviser believes to have long-term
appreciation potential. Growth Investor Portfolio invests
primarily in securities of companies that affect the lives of
young people. Advisor Young Investor Fund is designed for long-
term investors.

For a more detailed discussion of the investment objectives and
policies, please see Investment Policies and Portfolio
Investments and Strategies. There is, of course, no assurance
that Advisor Young Investor Fund and Growth Investor Portfolio
will achieve their common investment objective.

INVESTMENT RISKS. Advisor Young Investor Fund is designed for
long-term investors who desire to participate in the stock market
and places an emphasis on companies that affect the lives of
young people. These investors can accept more investment risk
and volatility than the stock market in general but want less
investment risk and volatility than aggressive capital
appreciation funds. Growth Investor Portfolio may invest in
foreign securities, which may entail a greater degree of risk
than investing in securities of domestic issuers. There is, of
course, no assurance that Advisor Young Investor Fund will
achieve its investment objective. Please see Investment
Restrictions and Risks and Investment Considerations for further
information.

PURCHASES AND REDEMPTIONS. Shares of Advisor Young Investor Fund
may be purchased only through Intermediaries. For information on
purchasing and redeeming Advisor Young Investor Fund shares,
please see How to Purchase Shares, How to Redeem Shares, and
Management--Distributor.

MANAGEMENT AND FEES. Stein Roe & Farnham Incorporated (the
"Adviser") is investment adviser to Growth Investor Portfolio.
In addition, it provides administrative services to Advisor Young
Investor Fund and Growth Investor Portfolio. For a description
of the Adviser and these service arrangements, see Management.

FEE TABLE

ANNUAL FUND OPERATING EXPENSES (as a percentage
of average net assets; after reimbursement)
Management and Administrative Fees (after
reimbursement)...................................0.65%
12b-1 Fees.........................................0.25%
Other Expenses ....................................0.60%
-----
Total Operating Expenses (after
reimbursement)...................................1.50%
=====

EXAMPLE.
You would pay the following expenses on a $1,000 investment
assuming (1) 5% annual return; and (2) redemption at the end of
each time period:

1 year 3 years
------ -------
$15 $47

The purpose of the Fee Table is to assist you in understanding
the various costs and expenses that you will bear directly or
indirectly as an investor in Advisor Young Investor Fund. The
Fee Table reflects the combined expenses of both Advisor Young
Investor Fund and Growth Investor Portfolio. Anticipated Total
Operating Expenses for Advisor Young Investor Fund are annualized
projections based upon current administrative fees and management
fees. Other Expenses are estimated amounts for the current
fiscal year. The figures assume that the percentage amounts
listed under Annual Fund Operating Expenses remain the same
during each of the periods and that all income dividends and
capital gain distributions are reinvested in additional shares.

From time to time, the Adviser may voluntarily undertake to
reimburse Advisor Young Investor Fund for a portion of its
operating expenses and its pro rata share of Growth Investor
Portfolio's operating expenses. The Adviser has undertaken to
reimburse Advisor Young Investor Fund for its operating expenses
and its pro rata share of Growth Investor Portfolio's operating
expenses to the extent such expenses exceed 1.50% of Advisor
Young Investor Fund's annual average net assets. This commitment
expires on January 31, 1998, subject to earlier termination by
the Adviser on 30 days' notice to Advisor Young Investor Fund.
Absent such reimbursement, Advisor Young Investor Fund's share of
Growth Investor Portfolio's Management Fee and the Fund's
Administrative Fee, and Total Operating Expenses would be 0.80%
and 1.65%, respectively. Any such reimbursement will lower
Advisor Young Investor Fund's overall expense ratio and increase
its overall return to investors. (Also see Management--Fees and
Expenses.)

Advisor Young Investor Fund pays the Adviser an administrative
fee based on its average daily net assets and Growth Investor
Portfolio pays the Adviser a management fee based on its average
daily net assets. The trustees of Advisor Trust have considered
whether the annual operating expenses of Advisor Young Investor
Fund, including its proportionate share of the expenses of Growth
Investor Portfolio, would be more or less than if Advisor Young
Investor Fund invested directly in the securities held by Growth
Investor Portfolio, and concluded that Advisor Young Investor
Fund's expenses would not be materially greater in such case.

The figures in the Example are not necessarily indicative of past
or future expenses, and actual expenses may be greater or less
than those shown. Although information such as that shown in the
Examples and Fee Table is useful in reviewing Advisor Young
Investor Fund's expenses and in providing a basis for comparison
with other mutual funds, it should not be used for comparison
with other investments using different assumptions or time
periods.

Because Advisor Young Investor Fund pays a 12b-1 fee, long-term
investors in Advisor Young Investor Fund may pay more over long
periods of time in distribution expenses than the maximum front-
end sales charge permitted by the National Association of
Securities Dealers, Inc. ("NASD"). For further information on
Advisor Young Investor Fund's 12b-1 fee, see Management--
Distributor.

THE FUND

STEIN ROE ADVISOR YOUNG INVESTOR FUND ("Advisor Young Investor
Fund") is a series of Stein Roe Advisor Trust ("Advisor Trust"),
which is an open-end diversified management investment company
authorized to issue shares of beneficial interest in separate
series.

Rather than invest in securities directly, Advisor Young Investor
Fund seeks to achieve its investment objective by using the
"master fund/feeder fund" structure. Under that structure, a
feeder fund, together with one or more feeder funds or
institutional investors pool their assets in a master portfolio
that has the same investment objective and substantially the same
investment policies and restrictions as the feeder funds. (See
Special Considerations Regarding Master Fund/Feeder Fund
Structure.) Advisor Young Investor Fund invests all of its net
investable assets in shares of SR&F Growth Investor Portfolio
("Growth Investor Portfolio"), which is a series of SR&F Base
Trust ("Base Trust").

Stein Roe & Farnham Incorporated (the "Adviser") provides
portfolio management services to Growth Investor Portfolio and
administrative services to Advisor Young Investor Fund and Growth
Investor Portfolio.

INVESTMENT POLICIES

The investment objective of Advisor Young Investor Fund is to
provide long-term capital appreciation by investing in securities
of companies that affect the lives of young people. Advisor
Young Investor Fund invests all of its net investable assets in
Growth Investor Portfolio, which has the same investment
objective and investment policies substantially similar to
Advisor Young Investor Fund. Growth Investor Portfolio seeks to
achieve this objective by investing primarily in common stocks
and other equity-type securities that, in the opinion of the
Adviser, have long-term appreciation potential.

Under normal circumstances, at least 65% of the total assets of
Growth Investor Portfolio will be invested in securities of
companies that, in the opinion of the Adviser, directly or
through one or more subsidiaries, affect the lives of young
people. Such companies may include companies that produce
products or services that young people use, are aware of, or
could potentially have an interest in. Although Growth Investor
Portfolio invests primarily in common stocks and other equity-
type securities (such as preferred stocks, securities convertible
into or exchangeable for common stocks, and warrants or rights to
purchase common stocks), it may invest up to 35% of its total
assets in debt securities.

Further information on investment techniques that may be employed
by Growth Investor Portfolio and the risks associated with such
techniques may be found under Risks and Investment Considerations
and Portfolio Investments and Strategies in this prospectus and
in the Statement of Additional Information.

PERFORMANCE INFORMATION

The total return from an investment in Advisor Young Investor
Fund is measured by the distributions received (assuming
reinvestment), plus or minus the change in the net asset value
per share for a given period. A total return percentage may be
calculated by dividing the value of a share at the end of the
period (including reinvestment of distributions) by the value of
the share at the beginning of the period and subtracting one.
For a given period, an average annual total return may be
calculated by finding the average annual compounded rate that
would equate a hypothetical $1,000 investment to the ending
redeemable value.

Comparison of Advisor Young Investor Fund's total return with
alternative investments should consider differences between the
Fund and the alternative investments, the periods and methods
used in calculation of the return being compared, and the impact
of taxes on alternative investments. Of course, past performance
is not necessarily indicative of future results. Share prices
may vary, and your shares when redeemed may be worth more or less
than your original purchase price.

As of the date of this Prospectus, Advisor Young Investor Fund
had no past performance. However, Stein Roe Young Investor Fund,
a series of Stein Roe Investment Trust which has a similar name,
the same investment objective and substantially the same
investment policies as Advisor Young Investor Fund, also invests
all of its net investable assets in Growth Investor Portfolio.
The average annual total return for a 1-year and since-inception
(April 24, 1994) investment in Stein Roe Young Investor Fund were
35.55% and 31.82%, respectively. Stein Roe Young Investor Fund
has a different fee structure than Advisor Young Investor Fund
and does not pay 12b-1 fees. Had these fees been reflected, the
total returns shown in the table would have been lower.

RISKS AND INVESTMENT CONSIDERATIONS

Advisor Young Investor Fund is designed for long-term investors
who desire to participate in the stock market and places an
emphasis on companies that affect the lives of young people.
These investors can accept more investment risk and volatility
than the stock market in general but want less investment risk
and volatility than aggressive capital appreciation funds.
Growth Investor Portfolio usually allocates its investments among
a number of different industries rather than concentrating in a
particular industry or group of industries, but this does not
eliminate all risk. It will not, however, invest more than 25%
of the total value of its assets (at the time of investment) in
the securities of companies in any one industry. There can be no
guarantee that Advisor Young Investor Fund or Growth Investor
Portfolio will achieve its objective.

Growth Investor Portfolio may invest up to 35% of its total
assets in debt securities. Debt securities rated in the fourth
highest grade may have some speculative characteristics, and
changes in economic conditions or other circumstances may lead to
a weakened capacity of the issuers of such securities to make
principal and interest payments. Securities rated below
investment grade may possess speculative characteristics, and
changes in economic conditions are more likely to affect the
issuer's capacity to pay interest or repay principal.

Growth Investor Portfolio may invest in securities of smaller
emerging companies as well as securities of well-seasoned
companies of any size. Smaller companies, however, involve
higher risks in that they typically have limited product lines,
markets, and financial or management resources. In addition, the
securities of smaller companies may trade less frequently and
have greater price fluctuation than larger companies,
particularly those operating in countries with developing
markets.

Growth Investor Portfolio may invest up to 25% of its total
assets in foreign securities. For purposes of this limit,
foreign securities exclude American Depositary Receipts (ADRs),
foreign debt securities denominated in U.S. dollars, and
securities guaranteed by a U.S. person. Investment in foreign
securities may represent a greater degree of risk (including risk
related to exchange rate fluctuations, tax provisions, exchange
and currency controls, and expropriation of assets) than
investment in securities of domestic issuers. Other risks of
foreign investing include less complete financial information on
issuers, different accounting, auditing and financial reporting
standards, different settlement practices, less market liquidity,
more market volatility, less developed and regulated markets, and
greater political instability. In addition, various restrictions
by foreign governments on investments by non-residents may apply,
including imposition of exchange controls and withholding taxes
on dividends, and seizure or nationalization of investments owned
by non-residents. Foreign investments also tend to involve
higher transaction and custody costs.

Further information on investment techniques that may be employed
by Growth Investor Portfolio may be found under Portfolio
Investments and Strategies.

INVESTMENT RESTRICTIONS

Neither Advisor Young Investor Fund nor Growth Investor Portfolio
may invest more than 5% of its assets in the securities of any
one issuer. This restriction applies only to 75% of its
investment portfolio, and does not apply to securities of the
U.S. Government or repurchase agreements for such securities.
This restriction also does not prevent Advisor Young Investor
Fund from investing all of its assets in shares of another
investment company having the identical investment objective
under a master/feeder structure.

Neither Advisor Young Investor Fund nor Growth Investor Portfolio
will acquire more than 10% of the outstanding voting securities
of any one issuer. Advisor Young Investor Fund may, however,
invest all of its assets in shares of another investment company
having the identical investment objective under a master/feeder
structure.

Neither Advisor Young Investor Fund nor Growth Investor Portfolio
may make loans except that it may (1) purchase money market
instruments and enter into repurchase agreements; (2) acquire
publicly-distributed or privately-placed debt securities; (3)
lend its portfolio securities under certain conditions; and (4)
participate in an interfund lending program with other Stein Roe
Funds and Portfolios. Advisor Young Investor Fund and Growth
Investor Portfolio may not borrow money, except for non-
leveraging, temporary, or emergency purposes or in connection
with participation in the interfund lending program. Neither the
aggregate borrowings (including reverse repurchase agreements)
nor the aggregate loans at any one time may exceed 33 1/3% of the
value of total assets. Additional securities may not be
purchased when borrowings less proceeds receivable from sales of
portfolio securities exceed 5% of total assets.

Advisor Young Investor Fund and Growth Investor Portfolio may
invest in repurchase agreements, /1/ provided that neither will
invest more than 15% of its net assets in repurchase agreements
maturing in more than seven days, and any other illiquid
securities.
- -----------------
/1/ A repurchase agreement involves a sale of securities to
Growth Investor Portfolio in which the seller agrees to
repurchase the securities at a higher price, which includes an
amount representing interest on the purchase price, within a
specified time. In the event of bankruptcy of the seller, Growth
Investor Portfolio could experience both losses and delays in
liquidating its collateral.
- -----------------

The policies summarized in the first three paragraphs under this
section and the policy with respect to concentration of
investments in any one industry described under Risks and
Investment Considerations are fundamental policies of Advisor
Young Investor Fund and Growth Investor Portfolio and, as such,
can be changed only with the approval of a "majority of the
outstanding voting securities" as defined in the Investment
Company Act of 1940. The common investment objective of Advisor
Young Investor Fund and Growth Investor Portfolio is non-
fundamental and, as such, may be changed by the Board of Trustees
without shareholder approval. All of the investment restrictions
are set forth in the Statement of Additional Information.

PORTFOLIO INVESTMENTS AND STRATEGIES

DEBT SECURITIES.
A debt security is an obligation of a borrower to make payments
of principal and interest to the holder of the security. To the
extent Growth Investor Portfolio invests in debt securities, such
holdings will be subject to interest rate risk and credit risk.
Interest rate risk is the risk that the value of a portfolio will
fluctuate in response to changes in interest rates. Generally,
the debt component of a portfolio will tend to decrease in value
when interest rates rise and increase in value when interest
rates fall. Credit risk is the risk that an issuer will be
unable to make principal and interest payments when due.
Investments in debt securities are limited to those that are
rated within the four highest grades (generally referred to as
"investment grade") assigned by a nationally recognized
statistical rating organization. Investments in unrated debt
securities are limited to those deemed to be of comparable
quality by the Adviser. Securities rated within the fourth
highest grade may possess speculative characteristics. If the
rating of a security held by Growth Investor Portfolio is lost or
reduced below investment grade, Growth Investor Portfolio is not
required to dispose of the security--the Adviser will, however,
consider that fact in determining whether it should continue to
hold the security. When the Adviser considers a temporary
defensive position advisable, Growth Investor Portfolio may
invest without limitation in high-quality fixed income
securities, or hold assets in cash or cash equivalents.

FOREIGN SECURITIES.
Growth Investor Portfolio may invest in sponsored or unsponsored
ADRs. In addition to, or in lieu of, such direct investment,
Growth Investor Portfolio may construct a synthetic foreign debt
position by (a) purchasing a debt instrument denominated in one
currency, generally U.S. dollars; and (b) concurrently entering
into a forward contract to deliver a corresponding amount of that
currency in exchange for a different currency on a future date
and at a specified rate of exchange. Because of the availability
of a variety of highly liquid U.S. dollar debt instruments, a
synthetic foreign debt position utilizing such U.S. dollar
instruments may offer greater liquidity than direct investment in
foreign currency debt instruments.

In connection with the purchase of foreign securities, Growth
Investor Portfolio may enter into foreign currency forward and
futures contracts to hedge the currency risk in settlement of a
particular security transaction or relative to the entire
portfolio. A forward contract to purchase an amount of foreign
currency sufficient to pay the purchase price of securities at
settlement date involves the risk that the value of the foreign
currency may decline relative to the value of the dollar prior to
the settlement date. This risk is in addition to the risk that
the value of the foreign security purchased may decline. Growth
Investor Portfolio also may enter into foreign currency contracts
as a hedging technique to limit or reduce exposure of the entire
portfolio to currency fluctuations. In addition, Growth Investor
Portfolio may use options and futures contracts, as described
below, to limit or reduce exposure to currency fluctuations.

CONVERTIBLE SECURITIES.
By investing in convertible securities, Growth Investor Portfolio
obtains the right to benefit from the capital appreciation
potential in the underlying stock upon exercise of the conversion
right, while earning higher current income than would be
available if the stock were purchased directly. In determining
whether to purchase a convertible, the Adviser will consider
substantially the same criteria that would be considered in
purchasing the underlying stock. Although convertible securities
are frequently rated investment grade, Growth Investor Portfolio
also may purchase unrated securities or securities rated below
investment grade if the securities meet the Adviser's other
investment criteria. Convertible securities rated below
investment grade tend to be more sensitive to interest rate and
economic changes, may be obligations of issuers who are less
creditworthy than issuers of higher quality convertible
securities, and may be more thinly traded due to the fact that
such securities are less well known to investors than either
common stock or conventional debt securities. As a result, the
Adviser's own investment research and analysis tends to be more
important than other factors in the purchase of convertible
securities.

LENDING PORTFOLIO SECURITIES; WHEN-ISSUED AND DELAYED-DELIVERY
SECURITIES.
Growth Investor Portfolio may make loans of its portfolio
securities to broker-dealers and banks subject to certain
restrictions described in the Statement of Additional
Information. Growth Investor Portfolio may participate in an
interfund lending program, subject to certain restrictions
described in the Statement of Additional Information. Growth
Investor Portfolio may invest in securities purchased on a when-
issued or delayed-delivery basis. Although the payment terms of
these securities are established at the time Growth Investor
Portfolio enters into the commitment, the securities may be
delivered and paid for a month or more after the date of
purchase, when their value may have changed. Growth Investor
Portfolio will make such commitments only with the intention of
actually acquiring the securities, but may sell the securities
before settlement date if it is deemed advisable for investment
reasons.

SHORT SALES AGAINST THE BOX.
Growth Investor Portfolio may sell short securities it owns or
has the right to acquire without further consideration, using a
technique called selling short "against the box." Short sales
against the box may protect Growth Investor Portfolio against the
risk of losses in the value of its portfolio securities because
any unrealized losses with respect to such securities should be
wholly or partly offset by a corresponding gain in the short
position. However, any potential gains in such securities should
be wholly or partially offset by a corresponding loss in the
short position. Short sales against the box may be used to lock
in a profit on a security when, for tax reasons or otherwise, the
Adviser does not want to sell the security. Growth Investor
Portfolio does not expect to commit more than 5% of its net
assets to short sales against the box. For a more complete
explanation, please refer to the Statement of Additional
Information.

DERIVATIVES.
Consistent with its objective, Growth Investor Portfolio may
invest in a broad array of financial instruments and securities,
including conventional exchange-traded and non-exchange-traded
options, futures contracts, futures options, securities
collateralized by underlying pools of mortgages or other
receivables, floating rate instruments, and other instruments
that securitize assets of various types ("Derivatives"). In each
case, the value of the instrument or security is "derived" from
the performance of an underlying asset or a "benchmark" such as a
security index, an interest rate, or a currency. Growth Investor
Portfolio does not expect to invest more than 5% of its net
assets in any type of Derivative except for options, futures
contracts, and futures options.

In seeking to achieve its desired investment objective, provide
additional revenue, or to hedge against changes in security
prices, interest rates or currency fluctuations, Growth Investor
Portfolio may: (1) purchase and write both call options and put
options on securities, indexes and foreign currencies; (2) enter
into interest rate, index and foreign currency futures contracts;
(3) write options on such futures contracts; and (4) purchase
other types of forward or investment contracts linked to
individual securities, indexes or other benchmarks. Growth
Investor Portfolio may write a call or put option only if the
option is covered. As the writer of a covered call option,
Growth Investor Portfolio foregoes, during the option's life, the
opportunity to profit from increases in market value of the
security covering the call option above the sum of the premium
and the exercise price of the call. There can be no assurance
that a liquid market will exist when Growth Investor Portfolio
seeks to close out a position. In addition, because futures
positions may require low margin deposits, the use of futures
contracts involves a high degree of leverage and may result in
losses in excess of the amount of the margin deposit.

PORTFOLIO TURNOVER.
Although Growth Investor Portfolio does not purchase securities
with a view to rapid turnover, there are no limitations on the
length of time portfolio securities must be held. Accordingly,
the portfolio turnover rate may vary significantly from year to
year, but is not expected to exceed 100% under normal market
conditions. A high rate of portfolio turnover may result in
increased transaction expenses and the realization of capital
gains and losses. (See Distributions and Income Taxes.)

NET ASSET VALUE

The purchase and redemption price of Advisor Young Investor
Fund's shares is its net asset value per share. Advisor Young
Investor Fund determines the net asset value of its shares as of
the close of trading on the New York Stock Exchange ("NYSE")
(currently 3:00 p.m., central time) by dividing the difference
between the value of its assets and liabilities by the number of
shares outstanding. Growth Investor Portfolio allocates net
asset value, income, and expenses to Advisor Young Investor Fund
and any other of its feeder funds in proportion to their
respective interests in Growth Investor Portfolio.

Net asset value will not be determined on days when the NYSE is
closed unless, in the judgment of the Board of Trustees, the net
asset value of Advisor Young Investor Fund should be determined
on any such day, in which case the determination will be made at
3:00 p.m., central time.

HOW TO PURCHASE SHARES

You may purchase Advisor Young Investor Fund shares only through
broker-dealers, banks, or other intermediaries, including
retirement plans ("Intermediaries"). The Adviser and Advisor
Young Investor Fund do not recommend, endorse, or receive
payments from any Intermediary.

PURCHASE PRICE AND EFFECTIVE DATE. Each purchase of Advisor
Young Investor Fund's shares is made at Advisor Young Investor
Fund's net asset value (see Net Asset Value) next determined
after receipt of an order in good form, including receipt of
payment.

CONDITIONS OF PURCHASE. Each purchase order for Advisor Young
Investor Fund must be accepted by an authorized officer of
Advisor Trust or its authorized agent and is not binding until
accepted and entered on the books of Advisor Young Investor Fund.
Once your purchase order has been accepted, you may not cancel or
revoke it; you may, however, redeem the shares. Advisor Trust
reserves the right not to accept any purchase order that it
determines not to be in the best interests of Advisor Trust or of
Advisor Young Investor Fund's shareholders.

PURCHASES THROUGH INTERMEDIARIES. You must purchase shares
through Intermediaries. These Intermediaries may charge for
their services or place limitations on the extent to which you
may use the services offered by Advisor Trust. In addition, each
Intermediary will establish its own procedures for the purchase
of shares of Advisor Young Investor Fund, including minimum
initial and additional investments, and the acceptable methods of
payment for shares. Your Intermediary may be closed on days when
the NYSE is open. As a result, prices of Fund shares may be
significantly affected on days when you have no access to your
Intermediary to buy shares. If you wish to purchase shares,
please contact your Intermediary for instructions.

HOW TO REDEEM SHARES

You may redeem shares only through Intermediaries. Each
Intermediary will establish its own procedures for the sale of
shares of Advisor Young Investor Fund. Your Intermediary may be
closed on days when the NYSE is open. As a result, prices for
Fund shares may be significantly affected on days when you have
no access to your Intermediary to sell shares. If you wish to
redeem shares through an Intermediary, please contact the
Intermediary for instructions.

EXCHANGE PRIVILEGE. Through an account with an Intermediary, you
may redeem all or any portion of your Advisor Young Investor Fund
shares and use the proceeds to purchase shares of any other Fund
that is a series of Advisor Trust offered for sale in the state
in which the Intermediary is located. Each Intermediary will
establish its own exchange policy and procedures. An exchange
transaction is a sale and purchase of shares for federal income
tax purposes and may result in capital gain or loss. Before
exchanging into another Advisor Trust Fund, you should obtain the
prospectus for the Advisor Trust Fund in which you wish to invest
and read it carefully. The registration of the account to which
you are making an exchange must be exactly the same as that of
the account from which the exchange is made. Advisor Young
Investor Fund reserves the right to suspend, limit, modify, or
terminate the Exchange Privilege or its use in any manner by any
person or class; Intermediaries would be notified of such a
change.

The price at which your redemption order will be executed is the
net asset value next determined after proper redemption
instructions are received by the Intermediary. (See Net Asset
Value.) Because the redemption price you receive depends upon
Advisor Young Investor Fund's net asset value per share at the
time of redemption, it may be more or less than the price you
originally paid for the shares and may result in a realized
capital gain or loss.

Advisor Trust will pay redemption proceeds as soon as
practicable, and in no event later than seven days after proper
instructions are received by Advisor Young Investor Fund or its
authorized agent.

DISTRIBUTIONS AND INCOME TAXES

DISTRIBUTIONS. Income dividends are declared and paid annually.
Advisor Young Investor Fund intends to distribute by the end of
each calendar year at least 98% of any net capital gains realized
from the sale of securities during the twelve-month period ended
October 31 in that year. Advisor Young Investor Fund intends to
distribute any undistributed net investment income and net
realized capital gains in the following year.

All income dividends and capital gain distributions on shares of
Advisor Young Investor Fund will be reinvested in additional
shares unless your Intermediary elects to have distributions paid
by check. Reinvestment normally occurs on the payable date.

INCOME TAXES. For federal income tax purposes, Advisor Young
Investor Fund is treated as a separate taxable entity distinct
from the other series of Advisor Trust. Growth Investor
Portfolio intends to qualify for the special tax treatment
afforded regulated investment companies under Subchapter M of the
Internal Revenue Code, so that it will be relieved of federal
income tax on that part of its net investment income and net
capital gain that is distributed to shareholders.

Advisor Young Investor Fund will distribute substantially all of
its ordinary income and net capital gains on a current basis.
Generally distributions are taxable as ordinary income, except
that any distributions of net long-term capital gains will be
taxed as such. However, distributions by Advisor Young Investor
Fund to plans that qualify for tax-exempt treatment under federal
income tax laws will not be taxable. Special tax rules apply to
investments through such plans.

This section is not intended to be a full discussion of income
tax laws and their effect on shareholders. You may wish to
consult your own tax advisor.

MANAGEMENT

TRUSTEES AND INVESTMENT ADVISER. The Board of Trustees of
Advisor Trust and the Board of Trustees of Base Trust have
overall management responsibility for Advisor Young Investor Fund
and Growth Investor Portfolio, respectively. See Management in
the Statement of Additional Information for the names of and
other information about the trustees and officers. Since Advisor
Trust and Base Trust have the same trustees, the trustees have
adopted conflict of interest procedures to monitor and address
potential conflicts between the interests of Advisor Young
Investor Fund and Growth Investor Portfolio and other feeder
funds investing in Growth Investor Portfolio that share a common
Board of Trustees with Advisor Trust and Base Trust.

The Adviser, Stein Roe & Farnham Incorporated, One South Wacker
Drive, Chicago, Illinois 60606, is responsible for managing the
investment portfolio of Growth Investor Portfolio and the
business affairs of Advisor Young Investor Fund, Growth Investor
Portfolio, Advisor Trust, and Base Trust, subject to the
direction of the respective Board. The Adviser is registered as
an investment adviser under the Investment Advisers Act of 1940.
The Adviser was organized in 1986 to succeed to the business of
Stein Roe & Farnham, a partnership that had advised and managed
mutual funds since 1949. The Adviser is a wholly owned
subsidiary of Liberty Financial Companies, Inc. ("Liberty
Financial"), which in turn is a majority owned indirect
subsidiary of Liberty Mutual Insurance Company.

PORTFOLIO MANAGERS. Erik P. Gustafson, David P. Brady and Arthur
J. McQueen have been portfolio managers of Growth Investor
Portfolio since its inception in 1997 and had managed its
predecessor since February 1995, March 1995 and April 1996,
respectively. As of December 31, 1996, Messrs. Gustafson, Brady
and McQueen were responsible for co-managing $___ million, $___
million and $___ million in mutual fund net assets, respectively.
Messrs. Gustafson and McQueen are senior vice presidents of the
Adviser and Mr. Brady is a vice president of the Adviser. Before
joining the Adviser, Mr. Gustafson was an attorney with Fowler,
White, Burnett, Hurley, Banick & Strickroot from 1989 to 1992.
He holds a B.A. from the University of Virginia (1985) and M.B.A.
and J.D. degrees (1989) from Florida State University. Mr.
Brady, who joined the Adviser in 1993, was an equity investment
analyst with State Farm Mutual Automobile Insurance Company from
1986 to 1993. A chartered financial analyst, Mr. Brady earned a
B.S. in Finance, graduating Magna Cum Laude, from the University
of Arizona in 1986, and an M.B.A. from the University of Chicago
in 1989. Mr. McQueen earned a B.S. from Villanova University
(1980) and an M.B.A. from the Wharton School of the University of
Pennsylvania (1987). Mr. McQueen has been employed by the
Adviser as an equity analyst since 1987 and was previously
employed by Citibank and GTE.

FEES AND EXPENSES. The Adviser is entitled to receive a monthly
administrative fee from Advisor Young Investor Fund, computed and
accrued daily, at an annual rate of 0.20% of the first $500
million of average net assets, 0.15% of the next $500 million,
and 0.125% thereafter; and a monthly management fee from Growth
Investor Portfolio, computed and accrued daily, at an annual rate
of 0.60% of the first $500 million of average net assets, 0.55%
of the next $500 million, and 0.50% thereafter. However, as
noted above under Fee Table, the Adviser may voluntarily
undertake to reimburse Advisor Young Investor Fund for a portion
of its operating expenses and its pro rata share of Growth
Investor Portfolio's operating expenses.

The Adviser provides office space and executive and other
personnel to Advisor Trust and Base Trust. All expenses of
Advisor Young Investor Fund other than those paid by the Adviser
(including, but not limited to, printing and postage charges,
securities registration fees, custodian and transfer agency fees,
legal and auditing fees, compensation of trustees not affiliated
with the Adviser, and expenses incidental to its organization)
are paid out of the assets of Advisor Young Investor Fund.

Under a separate agreement with each Trust, the Adviser provides
certain accounting and bookkeeping services to Advisor Young
Investor Fund and Growth Investor Portfolio including computation
of net asset value and calculation of its net income and capital
gains and losses on disposition of assets.

In addition, the Adviser is free to make additional payments out
of its own assets to promote the sale of shares of Advisor Young
Investor Fund.

PORTFOLIO TRANSACTIONS. The Adviser places the orders for the
purchase and sale of portfolio securities and options and futures
contracts for Growth Investor Portfolio. In doing so, the
Adviser seeks to obtain the best combination of price and
execution, which involves a number of judgmental factors.

DISTRIBUTOR. The shares of Advisor Young Investor Fund are
offered for sale through Liberty Securities Corporation
("Distributor") without any sales commissions. The Distributor
is a wholly owned indirect subsidiary of Liberty Financial. The
business address of the Distributor is 600 Atlantic Avenue,
Boston, Massachusetts 02210; however, all Fund correspondence
(including purchase and redemption orders) should be mailed to
SteinRoe Services Inc. at P.O. Box 8900, Boston, Massachusetts
02205.

The trustees of Advisor Trust have adopted a plan pursuant to
Rule 12b-1 under the Investment Company Act of 1940 ("Plan").
The Plan provides that, as compensation for the promotion and
distribution of shares of Advisor Young Investor Fund including
its expenses related to the sale and promotion of Fund shares,
the Distributor receives from Advisor Young Investor Fund a fee
at an annual rate of 0.25% of its average daily net assets. The
Distributor generally pays this amount to institutions that
distribute Advisor Young Investor Fund shares and provide
services to Advisor Young Investor Fund and its shareholders.
Those institutions may use the payments for, among other
purposes, compensating employees engaged in sales and/or
shareholder servicing. The amount of fees paid by Advisor Young
Investor Fund during any year may be more or less than the cost
of distribution or other services provided to Advisor Young
Investor Fund. NASD rules limit the amount of annual
distribution fees that may be paid by a mutual fund and impose a
ceiling on the cumulative distribution fees paid. Advisor
Trust's Plan complies with those rules.

Some Intermediaries that maintain nominee accounts with Advisor
Young Investor Fund for their clients who are Fund shareholders
charge an annual fee of up to 0.25% of the average net assets
held in such accounts for accounting, servicing, and
distributions services they provide with respect to the
underlying Fund shares.

CUSTODIAN. State Street Bank and Trust Company (the "Bank"), 225
Franklin Street, Boston, Massachusetts 02101, is the custodian
for Advisor Young Investor Fund. Foreign securities are
maintained in the custody of foreign banks and trust companies
that are members of the Bank's Global Custody Network or foreign
depositories used by such members. (See Custodian in the
Statement of Additional Information.)

ORGANIZATION AND DESCRIPTION OF SHARES

SPECIAL CONSIDERATIONS REGARDING THE
MASTER FUND/FEEDER FUND STRUCTURE

Advisor Young Investor Fund, an open-end management investment
company, seeks to achieve its objective by investing all of its
assets in shares of another mutual fund having an investment
objective identical to that of Advisor Young Investor Fund. The
initial shareholder of Advisor Young Investor Fund approved this
policy of permitting Advisor Young Investor Fund to act as a
feeder fund by investing in Growth Investor Portfolio. Please
refer to the Investment Policies, Portfolio Investments and
Strategies, and Investment Restrictions for a description of the
investment objectives, policies, and restrictions of Advisor
Young Investor Fund and Growth Investor Portfolio. The
management and expenses of both Advisor Young Investor Fund and
Growth Investor Portfolio are described under the Fee Table and
Management. Advisor Young Investor Fund bears its proportionate
share of Portfolio expenses.

The Adviser has provided investment management services in
connection with other mutual funds employing the master
fund/feeder fund structure since 1991.

SR&F Growth Investor Portfolio is a separate series of SR&F Base
Trust ("Base Trust"), a Massachusetts common trust organized
under an Agreement and Declaration of Trust ("Declaration of
Trust") dated August 23, 1993. The Declaration of Trust of Base
Trust provides that Advisor Young Investor Fund and other
investors in Growth Investor Portfolio will each be liable for
all obligations of Growth Investor Portfolio that are not
satisfied by the Portfolio. However, the risk of Advisor Young
Investor Fund incurring financial loss on account of such
liability is limited to circumstances in which both inadequate
insurance existed and Growth Investor Portfolio itself were
unable to meet its obligations. Accordingly, the trustees of
Advisor Trust believe that neither Advisor Young Investor Fund
nor its shareholders will be adversely affected by reason of
Advisor Young Investor Fund's investing in Growth Investor
Portfolio.

The Declaration of Trust of Base Trust provides that Growth
Investor Portfolio will terminate 120 days after the withdrawal
of Advisor Young Investor Fund or any other investor in Growth
Investor Portfolio, unless the remaining investors vote to agree
to continue the business of Growth Investor Portfolio. The
trustees of Advisor Trust may vote Advisor Young Investor Fund's
interests in Growth Investor Portfolio for such continuation
without approval of Advisor Young Investor Fund's shareholders.

The common investment objective of Advisor Young Investor Fund
and Growth Investor Portfolio is non-fundamental and may be
changed without shareholder approval. The fundamental policies
of Advisor Young Investor Fund and the corresponding fundamental
policies of Growth Investor Portfolio can be changed only with
shareholder approval.

If Advisor Young Investor Fund, as a Portfolio investor, is
requested to vote on a proposed change in fundamental policy of
Growth Investor Portfolio or any other matter pertaining to
Growth Investor Portfolio (other than continuation of the
business of Growth Investor Portfolio after withdrawal of another
investor), Advisor Young Investor Fund will solicit proxies from
its shareholders and vote its interest in Growth Investor
Portfolio for and against such matters proportionately to the
instructions to vote for and against such matters received from
Advisor Young Investor Fund shareholders. Advisor Young Investor
Fund will vote shares for which it receives no voting
instructions in the same proportion as the shares for which it
receives voting instructions. If there are other investors in
Growth Investor Portfolio, there can be no assurance that any
matter receiving a majority of votes cast by Fund shareholders
will receive a majority of votes cast by all Growth Investor
Portfolio investors. If other investors hold a majority interest
in Growth Investor Portfolio, they could have voting control over
Growth Investor Portfolio.

In the event that Growth Investor Portfolio's fundamental
policies were changed so as to be inconsistent with those of
Advisor Young Investor Fund, the Board of Trustees of Advisor
Trust would consider what action might be taken, including
changes to Advisor Young Investor Fund's fundamental policies,
withdrawal of Advisor Young Investor Fund's assets from Growth
Investor Portfolio and investment of such assets in another
pooled investment entity, or the retention of another investment
adviser. Any of these actions would require the approval of
Advisor Young Investor Fund's shareholders. Advisor Young
Investor Fund's inability to find a substitute master fund or
comparable investment management could have a significant impact
upon its shareholders' investments. Any withdrawal of Advisor
Young Investor Fund's assets could result in a distribution in
kind of portfolio securities (as opposed to a cash distribution)
to Advisor Young Investor Fund. Should such a distribution
occur, Advisor Young Investor Fund would incur brokerage fees or
other transaction costs in converting such securities to cash.
In addition, a distribution in kind could result in a less
diversified portfolio of investments for Advisor Young Investor
Fund and could affect the liquidity of Advisor Young Investor
Fund.

Each investor in Growth Investor Portfolio, including Advisor
Young Investor Fund, may add to or reduce its investment in
Growth Investor Portfolio on each day the NYSE is open for
business. The investor's percentage of the aggregate interests
in Growth Investor Portfolio will be computed as the percentage
equal to the fraction (i) the numerator of which is the beginning
of the day value of such investor's investment in Growth Investor
Portfolio on such day plus or minus, as the case may be, the
amount of any additions to or withdrawals from the investor's
investment in Growth Investor Portfolio effected on such day; and
(ii) the denominator of which is the aggregate beginning of the
day net asset value of Growth Investor Portfolio on such day plus
or minus, as the case may be, the amount of the net additions to
or withdrawals from the aggregate investments in Growth Investor
Portfolio by all investors in Growth Investor Portfolio. The
percentage so determined will then be applied to determine the
value of the investor's interest in Growth Investor Portfolio as
of the close of business.

Base Trust may permit other investment companies and/or other
institutional investors to invest in Growth Investor Portfolio,
but members of the general public may not invest directly in
Growth Investor Portfolio. Other investors in Growth Investor
Portfolio are not required to sell their shares at the same
public offering price as Advisor Young Investor Fund, might incur
different administrative fees and expenses than Advisor Young
Investor Fund, and their shares might be sold with a sales
commission. Therefore, Advisor Young Investor Fund shareholders
might have different investment returns than shareholders in
another investment company that invests exclusively in Growth
Investor Portfolio. Investment by such other investors in Growth
Investor Portfolio would provide funds for the purchase of
additional portfolio securities and would tend to reduce the
Portfolio's operating expenses as a percentage of its net assets.
Conversely, large-scale redemptions by any such other investors
in Growth Investor Portfolio could result in untimely
liquidations of Growth Investor Portfolio's security holdings,
loss of investment flexibility, and increases in the operating
expenses of Growth Investor Portfolio as a percentage of its net
assets. As a result, Growth Investor Portfolio's security
holdings may become less diverse, resulting in increased risk.

Growth Investor Portfolio commenced operations in February 1997
when Stein Roe Young Investor Fund, a mutual fund that that had
invested directly in securities since 1994, converted into a
feeder fund by investing all of its assets in the Portfolio.
Currently Stein Roe Young Investor Fund, which is a series of
Stein Roe Investment Trust, is the only other investment company
investing in Growth Investor Portfolio. Information regarding
any investment company that may invest in Growth Investor
Portfolio in the future may be obtained by writing to SR&F Base
Trust, Suite 3200, One South Wacker Drive, Chicago, Illinois
60606 or by calling 800-338-2550. The Adviser may provide
administrative or other services to one or more of such
investors.

FOR MORE INFORMATION

Contact Advisor Young Investor Fund at 800-_____ or your
Intermediary for more information about Advisor Young Investor
Fund.
______________________

<PAGE> 1

SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED DECEMBER 6, 1996

STEIN ROE ADVISOR SPECIAL FUND
The investment objective of Advisor Special Fund is to provide
capital appreciation by investing in securities that are
considered to have limited downside risk relative to their
potential for above-average growth, including securities of
undervalued, underfollowed, or out-of-favor companies. Advisor
Special Fund invests all of its net investable assets in shares
of SR&F Special Portfolio, a portfolio of SR&F Base Trust that
has the same investment objective and substantially the same
investment policies as Advisor Special Fund. (SEE SPECIAL
CONSIDERATIONS REGARDING MASTER FUND/FEEDER FUND STRUCTURE.)

Shares of Advisor Special Fund may be purchased only through
Intermediaries, including retirement plans.

Advisor Special Fund has no sales or redemption charges. Advisor
Special Fund is a series of Stein Roe Advisor Trust and Special
Portfolio is a series of SR&F Base Trust. Each Trust is a
diversified open-end management investment company.

This prospectus contains information you should know before
investing in Advisor Special Fund. Please read it carefully and
retain it for future reference.

The date of this prospectus is ___________, 1997.

TABLE OF CONTENTS

Page
Summary..................................2
Fee Table ...............................3
The Fund.................................4
Investment Policies......................5
Performance Information..................5
Risks and Investment Considerations .....6
Investment Restrictions .................7
Portfolio Investments and Strategies.....8
Net Asset Value ........................10
How to Purchase Shares..................11
How to Redeem Shares ...................12
Distributions and Income Taxes..........12
Management .............................13
Organization and Description of Shares..15
Special Considerations Regarding the
Master Fund/Feeder Fund Structure.....16
For More Information ...................18

SUMMARY

Stein Roe Advisor Special Fund ("Advisor Special Fund") is a
series of Stein Roe Advisor Trust, an open-end diversified
management investment company organized as a Massachusetts
business trust. (See The Fund and Organization and Description
of Shares.) This prospectus is not a solicitation in any
jurisdiction in which shares of Advisor Special Fund are not
qualified for sale.

INVESTMENT OBJECTIVES AND POLICIES. The investment objective of
Advisor Special Fund is to provide capital appreciation by
investing in securities that are considered to have limited
downside risk relative to their potential for above-average
growth, including securities of undervalued, underfollowed, or
out-of-favor companies. Advisor Special Fund invests all of its
net investable assets in SR&F Special Portfolio ("Special
Portfolio") which has the same investment objective and
investment policies substantially similar to those of Advisor
Special Fund. Particular emphasis is placed on securities that
are considered to have limited downside risk relative to their
potential for above-average growth--including securities of
undervalued, underfollowed or out-of-favor companies, and
companies that are low-cost producers of goods or services,
financially strong, or run by well-respected managers. Special
Portfolio's investments may include securities of seasoned,
established companies that appear to have appreciation potential,
as well as securities of relatively small, new companies;
securities with limited marketability; new issues of securities;
securities of companies that, in the Adviser's opinion, will
benefit from management change, new technology, new product or
service development, or change in demand; and other securities
that the Adviser believes have capital appreciation
possibilities.

For a more detailed discussion of the investment objectives and
policies, please see Investment Policies and Portfolio
Investments and Strategies. There is, of course, no assurance
that Advisor Special Fund and Special Portfolio will achieve
their common investment objective.

INVESTMENT RISKS. Advisor Special Fund is designed for long-term
investors who desire to participate in the stock market with more
investment risk and volatility than the stock market in general,
but with less investment risk and volatility than aggressive
capital appreciation funds. Special Portfolio may invest in
foreign securities, which may entail a greater degree of risk
than investing in securities of domestic issuers. There is, of
course, no assurance that Advisor Special Fund will achieve its
investment objective. Please see Investment Restrictions and
Risks and Investment Considerations for further information.

PURCHASES AND REDEMPTIONS. Shares of Advisor Special Fund may be
purchased only through Intermediaries. For information on
purchasing and redeeming Advisor Special Fund shares, please see
How to Purchase Shares, How to Redeem Shares, and Management--
Distributor.

MANAGEMENT AND FEES. Stein Roe & Farnham Incorporated (the
"Adviser") is investment adviser to Special Portfolio. In
addition, it provides administrative services to Advisor Special
Fund and Special Portfolio. For a description of the Adviser and
these service arrangements, see Management.

FEE TABLE

ANNUAL FUND OPERATING EXPENSES (as a percentage
of average net assets; after reimbursement)
Management and Administrative Fees (after
reimbursement)...................................0.65%
12b-1 Fees.........................................0.25%
Other Expenses ....................................0.55%
-----
Total Operating Expenses (after
reimbursement)...................................1.45%
=====

EXAMPLE.
You would pay the following expenses on a $1,000 investment
assuming (1) 5% annual return; and (2) redemption at the end of
each time period:

1 year 3 years
------ -------
$15 $46

The purpose of the Fee Table is to assist you in understanding
the various costs and expenses that you will bear directly or
indirectly as an investor in Advisor Special Fund. The Fee Table
reflects the combined expenses of both Advisor Special Fund and
Special Portfolio. Anticipated Total Operating Expenses for
Advisor Special Fund are annualized projections based upon
current administrative fees and management fees. Other Expenses
are estimated amounts for the current fiscal year. The figures
assume that the percentage amounts listed under Annual Fund
Operating Expenses remain the same during each of the periods and
that all income dividends and capital gain distributions are
reinvested in additional shares.

From time to time, the Adviser may voluntarily undertake to
reimburse Advisor Special Fund for a portion of its operating
expenses and its pro rata share of Special Portfolio's operating
expenses. For the 12 months ending June 30, 1997, the Adviser
has agreed to reduce the portion of Adviser Special Fund's fee
payable by Special Portfolio by subtracting 0.05% from the
applicable annual rate of management fee. In addition, the
Adviser has undertaken to reimburse Advisor Special Fund for its
operating expenses and its pro rata share of Special Portfolio's
operating expenses to the extent such expenses exceed 1.45% of
Advisor Special Fund's annual average net assets. This
commitment expires on January 31, 1998, subject to earlier
termination by the Adviser on 30 days' notice to Advisor Special
Fund. Absent the rebate and reimbursement, Advisor Special
Fund's share of Special Portfolio's Management Fee and the Fund
Administrative Fee and Total Operating Expenses would be 0.85%
and 1.60%, respectively. Any such reimbursement will lower
Advisor Special Fund's overall expense ratio and increase its
overall return to investors. (Also see Management--Fees and
Expenses.)

Advisor Special Fund pays the Adviser an administrative fee based
on its average daily net assets and Special Portfolio pays the
Adviser a management fee based on its average daily net assets.
The trustees of Advisor Trust have considered whether the annual
operating expenses of Advisor Special Fund, including its
proportionate share of the expenses of Special Portfolio, would
be more or less than if Advisor Special Fund invested directly in
the securities held by Special Portfolio, and concluded that
Advisor Special Fund's expenses would not be materially greater
in such case.

The figures in the Example are not necessarily indicative of past
or future expenses, and actual expenses may be greater or less
than those shown. Although information such as that shown in the
Examples and Fee Table is useful in reviewing Advisor Special
Fund's expenses and in providing a basis for comparison with
other mutual funds, it should not be used for comparison with
other investments using different assumptions or time periods.

Because Advisor Special Fund pays a 12b-1 fee, long-term
investors in Advisor Special Fund may pay more over long periods
of time in distribution expenses than the maximum front-end sales
charge permitted by the National Association of Securities
Dealers, Inc. ("NASD"). For further information on Advisor
Special Fund's 12b-1 fee, see Management--Distributor.

THE FUND

STEIN ROE ADVISOR SPECIAL FUND ("Advisor Special Fund") is a
series of Stein Roe Advisor Trust ("Advisor Trust"), which is an
open-end diversified management investment company authorized to
issue shares of beneficial interest in separate series.

Rather than invest in securities directly, Advisor Special Fund
seeks to achieve its investment objective by using the "master
fund/feeder fund" structure. Under that structure, a feeder
fund, together with one or more feeder funds or institutional
investors pool their assets in a master portfolio that has the
same investment objective and substantially the same investment
policies and restrictions as the feeder funds. (See Special
Considerations Regarding Master Fund/Feeder Fund Structure.)
Advisor Special Fund invests all of its net investable assets in
shares of SR&F Special Portfolio ("Special Portfolio"), which is
a series of SR&F Base Trust ("Base Trust").

Stein Roe & Farnham Incorporated (the "Adviser") provides
portfolio management services to Special Portfolio and
administrative services to Advisor Special Fund and Special
Portfolio.

INVESTMENT POLICIES

The investment objective of Advisor Special Fund is to provide
capital appreciation by investing in securities that are
considered to have limited downside risk relative to their
potential for above-average growth, including securities of
undervalued, underfollowed, or out-of-favor companies. Advisor
Special Fund invests all of its net investable assets in Special
Portfolio, which has the same investment objective and investment
policies substantially similar to Advisor Special Fund. Special
Portfolio may invest in securities of seasoned, established
companies that appear to have appreciation potential, as well as
securities of relatively small, new companies. In addition, it
may invest in securities with limited marketability; new issues
of securities; securities of companies that, in the Adviser's
opinion, will benefit from management change, new technology, new
product or service development, or change in demand; and other
securities that the Adviser believes have capital appreciation
possibilities. Securities of smaller, newer companies may be
subject to greater price volatility than securities of larger,
well-established companies. In addition, many smaller companies
are less well known to the investing public and may not be as
widely followed by the investment community. Although Special
Portfolio invests primarily in common stocks, it may also invest
in other equity-type securities, including preferred stocks and
securities convertible into equity securities.

Further information on investment techniques that may be employed
by Special Portfolio and the risks associated with such
techniques may be found under Risks and Investment Considerations
and Portfolio Investments and Strategies in this prospectus and
in the Statement of Additional Information.

PERFORMANCE INFORMATION

The total return from an investment in Advisor Special Fund is
measured by the distributions received (assuming reinvestment),
plus or minus the change in the net asset value per share for a
given period. A total return percentage may be calculated by
dividing the value of a share at the end of the period (including
reinvestment of distributions) by the value of the share at the
beginning of the period and subtracting one. For a given period,
an average annual total return may be calculated by finding the
average annual compounded rate that would equate a hypothetical
$1,000 investment to the ending redeemable value.

Comparison of Advisor Special Fund's total return with
alternative investments should consider differences between the
Fund and the alternative investments, the periods and methods
used in calculation of the return being compared, and the impact
of taxes on alternative investments. Of course, past performance
is not necessarily indicative of future results. Share prices
may vary, and your shares when redeemed may be worth more or less
than your original purchase price.

As of the date of this Prospectus, Advisor Special Fund had no
past performance. However, Stein Roe Special Fund, a series of
Stein Roe Investment Trust which has a similar name, the same
investment objective and substantially the same investment
policies as Advisor Special Fund, also invests all of its net
investable assets in Special Portfolio. The average annual
total return for a 1-year, 5-year and 10-year investment in Stein
Roe Special Fund were 17.89%, 13.85% and 15.53%, respectively.
Stein Roe Special Fund has a different fee structure than Advisor
Special Fund and does not pay 12b-1 fees. Had these fees been
reflected, the total returns shown in the table would have been
lower.

RISKS AND INVESTMENT CONSIDERATIONS

Advisor Special Fund is designed for long-term investors who
desire to participate in the stock market with more investment
risk and volatility than the stock market in general, but with
less investment risk and volatility than aggressive capital
appreciation funds. Special Portfolio usually allocates its
investments among a number of different industries rather than
concentrating in a particular industry or group of industries,
but this does not eliminate all risk. It will not, however,
invest more than 25% of the total value of its assets (at the
time of investment) in the securities of companies in any one
industry. There can be no guarantee that Advisor Special Fund or
Special Portfolio will achieve its objective.

Special Portfolio may invest up to 35% of its total assets in
debt securities. Debt securities rated in the fourth highest
grade may have some speculative characteristics, and changes in
economic conditions or other circumstances may lead to a weakened
capacity of the issuers of such securities to make principal and
interest payments. Securities rated below investment grade may
possess speculative characteristics, and changes in economic
conditions are more likely to affect the issuer's capacity to pay
interest or repay principal.

Special Portfolio may invest up to 25% of its total assets in
foreign securities. For purposes of this limit, foreign
securities exclude American Depositary Receipts (ADRs), foreign
debt securities denominated in U.S. dollars, and securities
guaranteed by a U.S. person. Investment in foreign securities
may represent a greater degree of risk (including risk related to
exchange rate fluctuations, tax provisions, exchange and currency
controls, and expropriation of assets) than investment in
securities of domestic issuers. Other risks of foreign investing
include less complete financial information on issuers, different
accounting, auditing and financial reporting standards, different
settlement practices, less market liquidity, more market
volatility, less developed and regulated markets, and greater
political instability. In addition, various restrictions by
foreign governments on investments by non-residents may apply,
including imposition of exchange controls and withholding taxes
on dividends, and seizure or nationalization of investments owned
by non-residents. Foreign investments also tend to involve
higher transaction and custody costs.

Further information on investment techniques that may be employed
by Special Portfolio may be found under Portfolio Investments and
Strategies.

INVESTMENT RESTRICTIONS

Neither Advisor Special Fund nor Special Portfolio may invest
more than 5% of its assets in the securities of any one issuer.
This restriction applies only to 75% of its investment portfolio,
and does not apply to securities of the U.S. Government or
repurchase agreements for such securities. This restriction also
does not prevent Advisor Special Fund from investing all of its
assets in shares of another investment company having the
identical investment objective under a master/feeder structure.

Neither Advisor Special Fund nor Special Portfolio will acquire
more than 10% of the outstanding voting securities of any one
issuer. Advisor Special Fund may, however, invest all of its
assets in shares of another investment company having the
identical investment objective under a master/feeder structure.

Neither Advisor Special Fund nor Special Portfolio may make loans
except that it may (1) purchase money market instruments and
enter into repurchase agreements; (2) acquire publicly-
distributed or privately-placed debt securities; (3) lend its
portfolio securities under certain conditions; and (4)
participate in an interfund lending program with other Stein Roe
Funds and Portfolios. Advisor Special Fund and Special Portfolio
may not borrow money, except for non-leveraging, temporary, or
emergency purposes or in connection with participation in the
interfund lending program. Neither the aggregate borrowings
(including reverse repurchase agreements) nor the aggregate loans
at any one time may exceed 33 1/3% of the value of total assets.
Additional securities may not be purchased when borrowings less
proceeds receivable from sales of portfolio securities exceed 5%
of total assets.

Advisor Special Fund and Special Portfolio may invest in
repurchase agreements,/1/ provided that neither will invest more
than 15% of its net assets in repurchase agreements maturing in
more than seven days, and any other illiquid securities.
- ---------------
/1/ A repurchase agreement involves a sale of securities to
Special Portfolio in which the seller agrees to repurchase the
securities at a higher price, which includes an amount
representing interest on the purchase price, within a specified
time. In the event of bankruptcy of the seller, Special
Portfolio could experience both losses and delays in liquidating
its collateral.
- ---------------

The policies summarized in the third paragraph under this section
and the policy with respect to concentration of investments in
any one industry described under Risks and Investment
Considerations are fundamental policies of Advisor Special Fund
and Special Portfolio and, as such, can be changed only with the
approval of a "majority of the outstanding voting securities" as
defined in the Investment Company Act of 1940. The common
investment objective of Advisor Special Fund and Special
Portfolio is non-fundamental and, as such, may be changed by the
Board of Trustees without shareholder approval. All of the
investment restrictions are set forth in the Statement of
Additional Information.

PORTFOLIO INVESTMENTS AND STRATEGIES

DEBT SECURITIES.
Special Portfolio may invest up to 35% of its net assets in debt
securities, but does not expect to invest more than 5% of its net
assets in debt securities that are rated below investment grade
and that, on balance, are considered predominantly speculative
with respect to the issuer's capacity to pay interest and repay
principal according to the terms of the obligation and,
therefore, carry greater investment risk, including the
possibility of issuer default and bankruptcy. When the Adviser
deems a temporary defensive position advisable, Special Portfolio
may invest, without limitation, in high-quality fixed income
securities, or hold assets in cash or cash equivalents.

FOREIGN SECURITIES.
Special Portfolio may invest in sponsored or unsponsored ADRs.
In addition to, or in lieu of, such direct investment, Special
Portfolio may construct a synthetic foreign debt position by (a)
purchasing a debt instrument denominated in one currency,
generally U.S. dollars; and (b) concurrently entering into a
forward contract to deliver a corresponding amount of that
currency in exchange for a different currency on a future date
and at a specified rate of exchange. Because of the availability
of a variety of highly liquid U.S. dollar debt instruments, a
synthetic foreign debt position utilizing such U.S. dollar
instruments may offer greater liquidity than direct investment in
foreign currency debt instruments.

In connection with the purchase of foreign securities, Special
Portfolio may enter into foreign currency forward and futures
contracts to hedge the currency risk in settlement of a
particular security transaction or relative to the entire
portfolio. A forward contract to purchase an amount of foreign
currency sufficient to pay the purchase price of securities at
settlement date involves the risk that the value of the foreign
currency may decline relative to the value of the dollar prior to
the settlement date. This risk is in addition to the risk that
the value of the foreign security purchased may decline. Special
Portfolio also may enter into foreign currency contracts as a
hedging technique to limit or reduce exposure of the entire
portfolio to currency fluctuations. In addition, Special
Portfolio may use options and futures contracts, as described
below, to limit or reduce exposure to currency fluctuations.

CONVERTIBLE SECURITIES.
By investing in convertible securities, Special Portfolio obtains
the right to benefit from the capital appreciation potential in
the underlying stock upon exercise of the conversion right, while
earning higher current income than would be available if the
stock were purchased directly. In determining whether to
purchase a convertible, the Adviser will consider substantially
the same criteria that would be considered in purchasing the
underlying stock. Although convertible securities are frequently
rated investment grade, Special Portfolio also may purchase
unrated securities or securities rated below investment grade if
the securities meet the Adviser's other investment criteria.
Convertible securities rated below investment grade tend to be
more sensitive to interest rate and economic changes, may be
obligations of issuers who are less creditworthy than issuers of
higher quality convertible securities, and may be more thinly
traded due to the fact that such securities are less well known
to investors than either common stock or conventional debt
securities. As a result, the Adviser's own investment research
and analysis tends to be more important than other factors in the
purchase of convertible securities.

LENDING PORTFOLIO SECURITIES; WHEN-ISSUED AND DELAYED-DELIVERY
SECURITIES.
Special Portfolio may make loans of its portfolio securities to
broker-dealers and banks subject to certain restrictions
described in the Statement of Additional Information. Special
Portfolio may participate in an interfund lending program,
subject to certain restrictions described in the Statement of
Additional Information. Special Portfolio may invest in
securities purchased on a when-issued or delayed-delivery basis.
Although the payment terms of these securities are established at
the time Special Portfolio enters into the commitment, the
securities may be delivered and paid for a month or more after
the date of purchase, when their value may have changed. Special
Portfolio will make such commitments only with the intention of
actually acquiring the securities, but may sell the securities
before settlement date if it is deemed advisable for investment
reasons.

SHORT SALES AGAINST THE BOX.
Special Portfolio may sell short securities it owns or has the
right to acquire without further consideration, using a technique
called selling short "against the box." Short sales against the
box may protect Special Portfolio against the risk of losses in
the value of its portfolio securities because any unrealized
losses with respect to such securities should be wholly or partly
offset by a corresponding gain in the short position. However,
any potential gains in such securities should be wholly or
partially offset by a corresponding loss in the short position.
Short sales against the box may be used to lock in a profit on a
security when, for tax reasons or otherwise, the Adviser does not
want to sell the security. Special Portfolio does not expect to
commit more than 5% of its net assets to short sales against the
box. For a more complete explanation, please refer to the
Statement of Additional Information.

DERIVATIVES.
Consistent with its objective, Special Portfolio may invest in a
broad array of financial instruments and securities, including
conventional exchange-traded and non-exchange-traded options,
futures contracts, futures options, securities collateralized by
underlying pools of mortgages or other receivables, floating rate
instruments, and other instruments that securitize assets of
various types ("Derivatives"). In each case, the value of the
instrument or security is "derived" from the performance of an
underlying asset or a "benchmark" such as a security index, an
interest rate, or a currency. Special Portfolio does not expect
to invest more than 5% of its net assets in any type of
Derivative except for options, futures contracts, and futures
options.

In seeking to achieve its desired investment objective, provide
additional revenue, or to hedge against changes in security
prices, interest rates or currency fluctuations, Special
Portfolio may: (1) purchase and write both call options and put
options on securities, indexes and foreign currencies; (2) enter
into interest rate, index and foreign currency futures contracts;
(3) write options on such futures contracts; and (4) purchase
other types of forward or investment contracts linked to
individual securities, indexes or other benchmarks. Special
Portfolio may write a call or put option only if the option is
covered. As the writer of a covered call option, Special
Portfolio foregoes, during the option's life, the opportunity to
profit from increases in market value of the security covering
the call option above the sum of the premium and the exercise
price of the call. There can be no assurance that a liquid
market will exist when Special Portfolio seeks to close out a
position. In addition, because futures positions may require low
margin deposits, the use of futures contracts involves a high
degree of leverage and may result in losses in excess of the
amount of the margin deposit.

PORTFOLIO TURNOVER.
Although Special Portfolio does not purchase securities with a
view to rapid turnover, there are no limitations on the length of
time portfolio securities must be held. Accordingly, the
portfolio turnover rate may vary significantly from year to year,
but is not expected to exceed 100% under normal market
conditions. At times the Fund may invest for short-term capital
appreciation. Flexibility of investment and emphasis on capital
appreciation may involve greater portfolio turnover than that of
mutual funds that have the objectives of income or maintenance of
a balanced investment position. A high rate of portfolio
turnover may result in increased transaction expenses and the
realization of capital gains and losses. (See Distributions and
Income Taxes.)

NET ASSET VALUE

The purchase and redemption price of Advisor Special Fund's
shares is its net asset value per share. Advisor Special Fund
determines the net asset value of its shares as of the close of
trading on the New York Stock Exchange ("NYSE") (currently 3:00
p.m., central time) by dividing the difference between the value
of its assets and liabilities by the number of shares
outstanding. Special Portfolio allocates net asset value,
income, and expenses to Advisor Special Fund and any other of its
feeder funds in proportion to their respective interests in
Special Portfolio.

Net asset value will not be determined on days when the NYSE is
closed unless, in the judgment of the Board of Trustees, the net
asset value of Advisor Special Fund should be determined on any
such day, in which case the determination will be made at 3:00
p.m., central time.

HOW TO PURCHASE SHARES

You may purchase Advisor Special Fund shares only through broker-
dealers, banks, or other intermediaries, including retirement
plans ("Intermediaries"). The Adviser and Advisor Special Fund
do not recommend, endorse, or receive payments from any
Intermediary.

PURCHASE PRICE AND EFFECTIVE DATE. Each purchase of Advisor
Special Fund's shares is made at Advisor Special Fund's net asset
value (see Net Asset Value) next determined after receipt of an
order in good form, including receipt of payment.

CONDITIONS OF PURCHASE. Each purchase order for Advisor Special
Fund must be accepted by an authorized officer of Advisor Trust
or its authorized agent and is not binding until accepted and
entered on the books of Advisor Special Fund. Once your purchase
order has been accepted, you may not cancel or revoke it; you
may, however, redeem the shares. Advisor Trust reserves the
right not to accept any purchase order that it determines not to
be in the best interests of Advisor Trust or of Advisor Special
Fund's shareholders.

PURCHASES THROUGH INTERMEDIARIES. You must purchase shares
through Intermediaries. These Intermediaries may charge for
their services or place limitations on the extent to which you
may use the services offered by Advisor Trust. In addition, each
Intermediary will establish its own procedures for the purchase
of shares of Advisor Special Fund, including minimum initial and
additional investments, and the acceptable methods of payment for
shares. Your Intermediary may be closed on days when the NYSE is
open. As a result, prices of Fund shares may be significantly
affected on days when you have no access to your Intermediary to
buy shares. If you wish to purchase shares, please contact your
Intermediary for instructions.

HOW TO REDEEM SHARES

You may redeem shares only through Intermediaries. Each
Intermediary will establish its own procedures for the sale of
shares of Advisor Special Fund. Your Intermediary may be closed
on days when the NYSE is open. As a result, prices for Fund
shares may be significantly affected on days when you have no
access to your Intermediary to sell shares. If you wish to
redeem shares through an Intermediary, please contact the
Intermediary for instructions.

EXCHANGE PRIVILEGE. Through an account with an Intermediary, you
may redeem all or any portion of your Advisor Special Fund shares
and use the proceeds to purchase shares of any other Fund that is
a series of Advisor Trust offered for sale in the state in which
the Intermediary is located. Each Intermediary will establish
its own exchange policy and procedures. An exchange transaction
is a sale and purchase of shares for federal income tax purposes
and may result in capital gain or loss. Before exchanging into
another Advisor Trust Fund, you should obtain the prospectus for
the Advisor Trust Fund in which you wish to invest and read it
carefully. The registration of the account to which you are
making an exchange must be exactly the same as that of the
account from which the exchange is made. Advisor Special Fund
reserves the right to suspend, limit, modify, or terminate the
Exchange Privilege or its use in any manner by any person or
class; Intermediaries would be notified of such a change.

The price at which your redemption order will be executed is the
net asset value next determined after proper redemption
instructions are received by the Intermediary. (See Net Asset
Value.) Because the redemption price you receive depends upon
Advisor Special Fund's net asset value per share at the time of
redemption, it may be more or less than the price you originally
paid for the shares and may result in a realized capital gain or
loss.

Advisor Trust will pay redemption proceeds as soon as
practicable, and in no event later than seven days after proper
instructions are received by Advisor Special Fund or its
authorized agent.

DISTRIBUTIONS AND INCOME TAXES

DISTRIBUTIONS. Income dividends are declared and paid annually.
Advisor Special Fund intends to distribute by the end of each
calendar year at least 98% of any net capital gains realized from
the sale of securities during the twelve-month period ended
October 31 in that year. Advisor Special Fund intends to
distribute any undistributed net investment income and net
realized capital gains in the following year.

All income dividends and capital gain distributions on shares of
Advisor Special Fund will be reinvested in additional shares
unless your Intermediary elects to have distributions paid by
check. Reinvestment normally occurs on the payable date.

INCOME TAXES. For federal income tax purposes, Advisor Special
Fund is treated as a separate taxable entity distinct from the
other series of Advisor Trust. Special Portfolio intends to
qualify for the special tax treatment afforded regulated
investment companies under Subchapter M of the Internal Revenue
Code, so that it will be relieved of federal income tax on that
part of its net investment income and net capital gain that is
distributed to shareholders.

Advisor Special Fund will distribute substantially all of its
ordinary income and net capital gains on a current basis.
Generally distributions are taxable as ordinary income, except
that any distributions of net long-term capital gains will be
taxed as such. However, distributions by Advisor Special Fund to
plans that qualify for tax-exempt treatment under federal income
tax laws will not be taxable. Special tax rules apply to
investments through such plans.

This section is not intended to be a full discussion of income
tax laws and their effect on shareholders. You may wish to
consult your own tax advisor.

MANAGEMENT

TRUSTEES AND INVESTMENT ADVISER. The Board of Trustees of
Advisor Trust and the Board of Trustees of Base Trust have
overall management responsibility for Advisor Special Fund and
Special Portfolio, respectively. See Management in the Statement
of Additional Information for the names of and other information
about the trustees and officers. Since Advisor Trust and Base
Trust have the same trustees, the trustees have adopted conflict
of interest procedures to monitor and address potential conflicts
between the interests of Advisor Special Fund and Special
Portfolio and other feeder funds investing in Special Portfolio
that share a common Board of Trustees with Advisor Trust and Base
Trust.

The Adviser, Stein Roe & Farnham Incorporated, One South Wacker
Drive, Chicago, Illinois 60606, is responsible for managing the
investment portfolio of Special Portfolio and the business
affairs of Advisor Special Fund, Special Portfolio, Advisor
Trust, and Base Trust, subject to the direction of the respective
Board. The Adviser is registered as an investment adviser under
the Investment Advisers Act of 1940. The Adviser was organized
in 1986 to succeed to the business of Stein Roe & Farnham, a
partnership that had advised and managed mutual funds since 1949.
The Adviser is a wholly owned subsidiary of Liberty Financial
Companies, Inc. ("Liberty Financial"), which in turn is a
majority owned indirect subsidiary of Liberty Mutual Insurance
Company.

PORTFOLIO MANAGERS. E. Bruce Dunn and Richard B. Peterson have
been co-portfolio managers of Special Portfolio since its
inception in 1997 and had managed its predecessor since 1991.
Each is a senior vice president of the Adviser. Mr. Dunn has
been associated with the Adviser since 1964. He received his
A.B. degree from Yale University in 1956 and his M.B.A. from
Harvard University in 1958 and is a chartered investment
counselor. Mr. Peterson, who began his investment career with
the Adviser in 1965 after graduating with a B.A. from Carleton
College in 1962 and the Woodrow Wilson School at Princeton
University in 1964 with a Masters in Public Administration,
rejoined the Adviser in 1991 after 15 years of equity research
and portfolio management experience with State Farm Investment
Management Corporation. As of December 31, 1996, Messrs. Dunn
and Peterson were responsible for co-managing $___ billion in
mutual net fund assets.

FEES AND EXPENSES. The Adviser is entitled to receive a monthly
administrative fee from Advisor Special Fund, computed and
accrued daily, at an annual rate of 0.15% of the first $500
millionf average net assets, 0.125% of the next $500 million, and
0.10% thereafter; and a monthly management fee from Special
Portfolio, computed and accrued daily, at an annual rate of 0.75%
of the first $500 millionf average net assets, 0.70% of the next
$500 million, 0.65% of the next $500 million, and 0.60%
thereafter. However, as noted above under Fee Table, the Adviser
may voluntarily undertake to reimburse Advisor Special Fund for a
portion of its operating expenses and its pro rata share of
Special Portfolio's operating expenses.

The Adviser provides office space and executive and other
personnel to Advisor Trust and Base Trust. All expenses of
Advisor Special Fund other than those paid by the Adviser
(including, but not limited to, printing and postage charges,
securities registration fees, custodian and transfer agency fees,
legal and auditing fees, compensation of trustees not affiliated
with the Adviser, and expenses incidental to its organization)
are paid out of the assets of Advisor Special Fund.

Under a separate agreement with each Trust, the Adviser provides
certain accounting and bookkeeping services to Advisor Special
Fund and Special Portfolio including computation of net asset
value and calculation of its net income and capital gains and
losses on disposition of assets.

In addition, the Adviser is free to make additional payments out
of its own assets to promote the sale of shares of Advisor
Special Fund.

PORTFOLIO TRANSACTIONS. The Adviser places the orders for the
purchase and sale of portfolio securities and options and futures
contracts for Special Portfolio. In doing so, the Adviser seeks
to obtain the best combination of price and execution, which
involves a number of judgmental factors.

DISTRIBUTOR. The shares of Advisor Special Fund are offered for
sale through Liberty Securities Corporation ("Distributor")
without any sales commissions. The Distributor is a wholly owned
indirect subsidiary of Liberty Financial. The business address
of the Distributor is 600 Atlantic Avenue, Boston, Massachusetts
02210; however, all Fund correspondence (including purchase and
redemption orders) should be mailed to SteinRoe Services Inc. at
P.O. Box 8900, Boston, Massachusetts 02205.

The trustees of Advisor Trust have adopted a plan pursuant to
Rule 12b-1 under the Investment Company Act of 1940 ("Plan").
The Plan provides that, as compensation for the promotion and
distribution of shares of Advisor Special Fund including its
expenses related to the sale and promotion of Fund shares, the
Distributor receives from Advisor Special Fund a fee at an annual
rate of 0.25% of its average daily net assets. The Distributor
generally pays this amount to institutions that distribute
Advisor Special Fund shares and provide services to Advisor
Special Fund and its shareholders. Those institutions may use
the payments for, among other purposes, compensating employees
engaged in sales and/or shareholder servicing. The amount of
fees paid by Advisor Special Fund during any year may be more or
less than the cost of distribution or other services provided to
Advisor Special Fund. NASD rules limit the amount of annual
distribution fees that may be paid by a mutual fund and impose a
ceiling on the cumulative distribution fees paid. Advisor
Trust's Plan complies with those rules.

Some Intermediaries that maintain nominee accounts with Advisor
Special Fund for their clients who are Fund shareholders charge
an annual fee of up to 0.25% of the average net assets held in
such accounts for accounting, servicing, and distributions
services they provide with respect to the underlying Fund shares.

CUSTODIAN. State Street Bank and Trust Company (the "Bank"), 225
Franklin Street, Boston, Massachusetts 02101, is the custodian
for Advisor Special Fund. Foreign securities are maintained in
the custody of foreign banks and trust companies that are members
of the Bank's Global Custody Network or foreign depositories used
by such members. (See Custodian in the Statement of Additional
Information.)

ORGANIZATION AND DESCRIPTION OF SHARES

SPECIAL CONSIDERATIONS REGARDING THE
MASTER FUND/FEEDER FUND STRUCTURE

Advisor Special Fund, an open-end management investment company,
seeks to achieve its objective by investing all of its assets in
shares of another mutual fund having an investment objective
identical to that of Advisor Special Fund. The initial
shareholder of Advisor Special Fund approved this policy of
permitting Advisor Special Fund to act as a feeder fund by
investing in Special Portfolio. Please refer to the Investment
Policies, Portfolio Investments and Strategies, and Investment
Restrictions for a description of the investment objectives,
policies, and restrictions of Advisor Special Fund and Special
Portfolio. The management and expenses of both Advisor Special
Fund and Special Portfolio are described under the Fee Table and
Management. Advisor Special Fund bears its proportionate share
of Portfolio expenses.

The Adviser has provided investment management services in
connection with other mutual funds employing the master
fund/feeder fund structure since 1991.

SR&F Special Portfolio is a separate series of SR&F Base Trust
("Base Trust"), a Massachusetts common trust organized under an
Agreement and Declaration of Trust ("Declaration of Trust") dated
August 23, 1993. The Declaration of Trust of Base Trust provides
that Advisor Special Fund and other investors in Special
Portfolio will each be liable for all obligations of Special
Portfolio that are not satisfied by the Portfolio. However, the
risk of Advisor Special Fund incurring financial loss on account
of such liability is limited to circumstances in which both
inadequate insurance existed and Special Portfolio itself were
unable to meet its obligations. Accordingly, the trustees of
Advisor Trust believe that neither Advisor Special Fund nor its
shareholders will be adversely affected by reason of Advisor
Special Fund's investing in Special Portfolio.

The Declaration of Trust of Base Trust provides that Special
Portfolio will terminate 120 days after the withdrawal of Advisor
Special Fund or any other investor in Special Portfolio, unless
the remaining investors vote to agree to continue the business of
Special Portfolio. The trustees of Advisor Trust may vote
Advisor Special Fund's interests in Special Portfolio for such
continuation without approval of Advisor Special Fund's
shareholders.

The common investment objective of Advisor Special Fund and
Special Portfolio is non-fundamental and may be changed without
shareholder approval. The fundamental policies of Advisor
Special Fund and the corresponding fundamental policies of
Special Portfolio can be changed only with shareholder approval.

If Advisor Special Fund, as a Portfolio investor, is requested to
vote on a proposed change in fundamental policy of Special
Portfolio or any other matter pertaining to Special Portfolio
(other than continuation of the business of Special Portfolio
after withdrawal of another investor), Advisor Special Fund will
solicit proxies from its shareholders and vote its interest in
Special Portfolio for and against such matters proportionately to
the instructions to vote for and against such matters received
from Advisor Special Fund shareholders. Advisor Special Fund
will vote shares for which it receives no voting instructions in
the same proportion as the shares for which it receives voting
instructions. If there are other investors in Special Portfolio,
there can be no assurance that any matter receiving a majority of
votes cast by Fund shareholders will receive a majority of votes
cast by all Special Portfolio investors. If other investors hold
a majority interest in Special Portfolio, they could have voting
control over Special Portfolio.

In the event that Special Portfolio's fundamental policies were
changed so as to be inconsistent with those of Advisor Special
Fund, the Board of Trustees of Advisor Trust would consider what
action might be taken, including changes to Advisor Special
Fund's fundamental policies, withdrawal of Advisor Special Fund's
assets from Special Portfolio and investment of such assets in
another pooled investment entity, or the retention of another
investment adviser. Any of these actions would require the
approval of Advisor Special Fund's shareholders. Advisor Special
Fund's inability to find a substitute master fund or comparable
investment management could have a significant impact upon its
shareholders' investments. Any withdrawal of Advisor Special
Fund's assets could result in a distribution in kind of portfolio
securities (as opposed to a cash distribution) to Advisor Special
Fund. Should such a distribution occur, Advisor Special Fund
would incur brokerage fees or other transaction costs in
converting such securities to cash. In addition, a distribution
in kind could result in a less diversified portfolio of
investments for Advisor Special Fund and could affect the
liquidity of Advisor Special Fund.

Each investor in Special Portfolio, including Advisor Special
Fund, may add to or reduce its investment in Special Portfolio on
each day the NYSE is open for business. The investor's
percentage of the aggregate interests in Special Portfolio will
be computed as the percentage equal to the fraction (i) the
numerator of which is the beginning of the day value of such
investor's investment in Special Portfolio on such day plus or
minus, as the case may be, the amount of any additions to or
withdrawals from the investor's investment in Special Portfolio
effected on such day; and (ii) the denominator of which is the
aggregate beginning of the day net asset value of Special
Portfolio on such day plus or minus, as the case may be, the
amount of the net additions to or withdrawals from the aggregate
investments in Special Portfolio by all investors in Special
Portfolio. The percentage so determined will then be applied to
determine the value of the investor's interest in Special
Portfolio as of the close of business.

Base Trust may permit other investment companies and/or other
institutional investors to invest in Special Portfolio, but
members of the general public may not invest directly in Special
Portfolio. Other investors in Special Portfolio are not required
to sell their shares at the same public offering price as Advisor
Special Fund, might incur different administrative fees and
expenses than Advisor Special Fund, and their shares might be
sold with a sales commission. Therefore, Advisor Special Fund
shareholders might have different investment returns than
shareholders in another investment company that invests
exclusively in Special Portfolio. Investment by such other
investors in Special Portfolio would provide funds for the
purchase of additional portfolio securities and would tend to
reduce the Portfolio's operating expenses as a percentage of its
net assets. Conversely, large-scale redemptions by any such
other investors in Special Portfolio could result in untimely
liquidations of Special Portfolio's security holdings, loss of
investment flexibility, and increases in the operating expenses
of Special Portfolio as a percentage of its net assets. As a
result, Special Portfolio's security holdings may become less
diverse, resulting in increased risk.

Special Portfolio commenced operations in February 1997 when
Stein Roe Special Fund, a mutual fund that that, together with
its corporate predecessor, had invested directly in securities
since 1968, converted into a feeder fund by investing all of its
assets in the Portfolio. Currently Stein Roe Special Fund, which
is a series of Stein Roe Investment Trust, is the only other
investment company investing in Special Portfolio. Information
regarding any investment company that may invest in Special
Portfolio in the future may be obtained by writing to SR&F Base
Trust, Suite 3200, One South Wacker Drive, Chicago, Illinois
60606 or by calling 800-338-2550. The Adviser may provide
administrative or other services to one or more of such
investors.

FOR MORE INFORMATION

Contact Advisor Special Fund at 800-_____ or your Intermediary
for more information about Advisor Special Fund.
______________________

<PAGE> 1

SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED DECEMBER 6, 1996

STEIN ROE ADVISOR SPECIAL VENTURE FUND
The investment objective of Advisor Special Venture Fund is to
provide long-term capital appreciation by investing primarily in
a diversified portfolio of equity securities of entrepreneurially
managed companies. It emphasizes investments in financially
strong small and medium-sized companies, based principally on
management appraisal and stock valuation. Advisor Special
Venture Fund invests all of its net investable assets in shares
of SR&F Special Venture Portfolio, a portfolio of SR&F Base Trust
that has the same investment objective and substantially the same
investment policies as Advisor Special Venture Fund. (SEE
SPECIAL CONSIDERATIONS REGARDING MASTER FUND/FEEDER FUND
STRUCTURE.)

Shares of Advisor Special Venture Fund may be purchased only
through Intermediaries.

Advisor Special Venture Fund has no sales or redemption charges.
Advisor Special Venture Fund is a series of Stein Roe Advisor
Trust and Special Venture Portfolio is a series of SR&F Base
Trust. Each Trust is a diversified open-end management
investment company.

This prospectus contains information you should know before
investing in Advisor Special Venture Fund. Please read it
carefully and retain it for future reference.

The date of this prospectus is ___________, 1997.

TABLE OF CONTENTS

Page
Summary..................................2
Fee Table ...............................3
The Fund.................................4
Investment Policies......................5
Performance Information..................5
Risks and Investment Considerations .....6
Investment Restrictions .................7
Portfolio Investments and Strategies.....8
Net Asset Value ........................10
How to Purchase Shares..................11
How to Redeem Shares ...................12
Distributions and Income Taxes..........13
Management .............................13
Organization and Description of Shares..15
Special Considerations Regarding the
Master Fund/Feeder Fund Structure.....16
For More Information ...................18

SUMMARY

Stein Roe Advisor Special Venture Fund ("Advisor Special Venture
Fund") is a series of Stein Roe Advisor Trust, an open-end
diversified management investment company organized as a
Massachusetts business trust. (See The Fund and Organization and
Description of Shares.) This prospectus is not a solicitation in
any jurisdiction in which shares of Advisor Special Venture Fund
are not qualified for sale.

INVESTMENT OBJECTIVES AND POLICIES. The investment objective of
Advisor Special Venture Fund is to provide long-term capital
appreciation by investing primarily in a diversified portfolio of
equity securities of entrepreneurially managed companies. It
emphasizes investments in financially strong small and medium-
sized companies, based principally on management appraisal and
stock valuation. Advisor Special Venture Fund invests all of its
net investable assets in SR&F Special Venture Portfolio ("Special
Venture Portfolio") which has the same investment objective and
investment policies substantially similar to those of Advisor
Special Venture Fund. Special Venture Portfolio emphasizes
investments in financially strong small and medium-sized
companies, based principally on management appraisal and stock
valuation.

For a more detailed discussion of the investment objectives and
policies, please see Investment Policies and Portfolio
Investments and Strategies. There is, of course, no assurance
that Advisor Special Venture Fund and Special Venture Portfolio
will achieve their common investment objective.

INVESTMENT RISKS. Advisor Special Venture Fund is designed for
long-term investors who want greater return potential than is
available from the stock market in general, and who are willing
to tolerate the greater investment risk and market volatility
associated with investments in small and medium-sized companies.
Special Venture Portfolio may invest in foreign securities, which
may entail a greater degree of risk than investing in securities
of domestic issuers. There is, of course, no assurance that
Advisor Special Venture Fund will achieve its investment
objective. Please see Investment Restrictions and Risks and
Investment Considerations for further information.

PURCHASES AND REDEMPTIONS. Shares of Advisor Special Venture
Fund may be purchased only through Intermediaries. For
information on purchasing and redeeming Advisor Special Venture
Fund shares, please see How to Purchase Shares, How to Redeem
Shares, and Management--Distributor.

MANAGEMENT AND FEES. Stein Roe & Farnham Incorporated (the
"Adviser") is investment adviser to Special Venture Portfolio.
In addition, it provides administrative services to Advisor
Special Venture Fund and Special Venture Portfolio. For a
description of the Adviser and these service arrangements, see
Management.

FEE TABLE

ANNUAL FUND OPERATING EXPENSES (as a percentage
of average net assets; after reimbursement)
Management and Administrative Fees (after
reimbursement)...................................0.75%
12b-1 Fees.........................................0.25%
Other Expenses (after reimbursement)...............0.50%
-----
Total Operating Expenses (after
reimbursement)...................................1.50%
=====

EXAMPLE.
You would pay the following expenses on a $1,000 investment
assuming (1) 5% annual return; and (2) redemption at the end of
each time period:

1 year 3 years
------ --------
$15 $47

The purpose of the Fee Table is to assist you in understanding
the various costs and expenses that you will bear directly or
indirectly as an investor in Advisor Special Venture Fund. The
Fee Table reflects the combined expenses of both Advisor Special
Venture Fund and Special Venture Portfolio. Anticipated Total
Operating Expenses for Advisor Special Venture Fund are
annualized projections based upon current administrative fees and
management fees. Other Expenses are estimated amounts for the
current fiscal year. The figures assume that the percentage
amounts listed under Annual Fund Operating Expenses remain the
same during each of the periods and that all income dividends and
capital gain distributions are reinvested in additional shares.

From time to time, the Adviser may voluntarily undertake to
reimburse Advisor Special Venture Fund for a portion of its
operating expenses and its pro rata share of Special Venture
Portfolio's operating expenses. The Adviser has undertaken to
reimburse Advisor Special Venture Fund for its operating expenses
and its pro rata share of Special Venture Portfolio's operating
expenses to the extent such expenses exceed 1.50% of Advisor
Special Venture Fund's annual average net assets. This
commitment expires on January 31, 1998, subject to earlier
termination by the Adviser on 30 days' notice to Advisor Special
Venture Fund. Absent such reimbursement, Advisor Special Venture
Fund's share of Special Venture Portfolio's Management Fee and
the Fund's Administrative Fee, Other Expenses and Total Operating
Expenses would be 0.90%, 0.55% and 1.70%, respectively. Any such
reimbursement will lower Advisor Special Venture Fund's overall
expense ratio and increase its overall return to investors.
(Also see Management--Fees and Expenses.)

Advisor Special Venture Fund pays the Adviser an administrative
fee based on its average daily net assets and Special Venture
Portfolio pays the Adviser a management fee based on its average
daily net assets. The trustees of Advisor Trust have considered
whether the annual operating expenses of Advisor Special Venture
Fund, including its proportionate share of the expenses of
Special Venture Portfolio, would be more or less than if Advisor
Special Venture Fund invested directly in the securities held by
Special Venture Portfolio, and concluded that Advisor Special
Venture Fund's expenses would not be materially greater in such
case.

The figures in the Example are not necessarily indicative of past
or future expenses, and actual expenses may be greater or less
than those shown. Although information such as that shown in the
Examples and Fee Table is useful in reviewing Advisor Special
Venture Fund's expenses and in providing a basis for comparison
with other mutual funds, it should not be used for comparison
with other investments using different assumptions or time
periods.

Because Advisor Special Venture Fund pays a 12b-1 fee, long-term
investors in Advisor Special Venture Fund may pay more over long
periods of time in distribution expenses than the maximum front-
end sales charge permitted by the National Association of
Securities Dealers, Inc. ("NASD"). For further information on
Advisor Special Venture Fund's 12b-1 fee, see Management--
Distributor.

THE FUND

STEIN ROE ADVISOR SPECIAL VENTURE FUND ("Advisor Special Venture
Fund") is a series of Stein Roe Advisor Trust ("Advisor Trust"),
which is an open-end diversified management investment company
authorized to issue shares of beneficial interest in separate
series.

Rather than invest in securities directly, Advisor Special
Venture Fund seeks to achieve its investment objective by using
the "master fund/feeder fund" structure. Under that structure, a
feeder fund, together with one or more feeder funds or
institutional investors pool their assets in a master portfolio
that has the same investment objective and substantially the same
investment policies and restrictions as the feeder funds. (See
Special Considerations Regarding Master Fund/Feeder Fund
Structure.) Advisor Special Venture Fund invests all of its net
investable assets in shares of SR&F Special Venture Portfolio
("Special Venture Portfolio"), which is a series of SR&F Base
Trust ("Base Trust").

Stein Roe & Farnham Incorporated (the "Adviser") provides
portfolio management services to Special Venture Portfolio and
administrative services to Advisor Special Venture Fund and
Special Venture Portfolio.

INVESTMENT POLICIES

The investment objective of Advisor Special Venture Fund is to
provide long-term capital appreciation by investing primarily in
a diversified portfolio of equity securities of entrepreneurially
managed companies. It emphasizes investments in financially
strong small and medium-sized companies, based principally on
management appraisal and stock valuation. Advisor Special
Venture Fund invests all of its net investable assets in Special
Venture Portfolio, which has the same investment objective and
investment policies substantially similar to Advisor Special
Venture Fund. The Adviser considers "small" and "medium-sized"
companies to be those with market capitalizations of less than $1
billion and $1 to $3 billion, respectively.

In both its initial and ongoing appraisals of a company's
management, the Adviser seeks to know both the principal owners
and senior management and to assess their business judgment and
strategies through personal visits. The Adviser favors companies
whose management has an owner/operator, risk-averse orientation
and a demonstrated ability to create wealth for investors.
Attractive company characteristics include unit growth, favorable
cost structures or competitive positions, and financial strength
that enables management to execute business strategies under
difficult conditions. A company is attractively valued when its
stock can be purchased at a meaningful discount to the value of
the underlying business.

Further information on investment techniques that may be employed
by Special Venture Portfolio and the risks associated with such
techniques may be found under Risks and Investment Considerations
and Portfolio Investments and Strategies in this prospectus and
in the Statement of Additional Information.

PERFORMANCE INFORMATION

The total return from an investment in Advisor Special Venture
Fund is measured by the distributions received (assuming
reinvestment), plus or minus the change in the net asset value
per share for a given period. A total return percentage may be
calculated by dividing the value of a share at the end of the
period (including reinvestment of distributions) by the value of
the share at the beginning of the period and subtracting one.
For a given period, an average annual total return may be
calculated by finding the average annual compounded rate that
would equate a hypothetical $1,000 investment to the ending
redeemable value.

Comparison of Advisor Special Venture Fund's total return with
alternative investments should consider differences between the
Fund and the alternative investments, the periods and methods
used in calculation of the return being compared, and the impact
of taxes on alternative investments. Of course, past performance
is not necessarily indicative of future results. Share prices
may vary, and your shares when redeemed may be worth more or less
than your original purchase price.

As of the date of this Prospectus, Advisor Special Venture Fund
had no past performance. However, Stein Roe Special Venture
Fund, a series of Stein Roe Investment Trust which has a similar
name, the same investment objective and substantially the same
investment policies as Advisor Special Venture Fund, also invests
all of its net investable assets in Special Venture Portfolio.
The average annual total return for a 1-year and since-inception
(October 17, 1994) investment in Stein Roe Special Venture Fund
were 31.81% and 30.22%, respectively. Stein Roe Special Venture
Fund has a different fee structure than Advisor Special Venture
Fund and does not pay 12b-1 fees. Had these fees been reflected,
the total returns shown in the table would have been lower.

RISKS AND INVESTMENT CONSIDERATIONS

Advisor Special Venture Fund is designed for long-term investors
who want greater return potential than is available from the
stock market in general, and who are willing to tolerate the
greater investment risk and market volatility associated with
investments in small and medium-sized companies. Special Venture
Portfolio usually allocates its investments among a number of
different industries rather than concentrating in a particular
industry or group of industries, but this does not eliminate all
risk. It will not, however, invest more than 25% of the total
value of its assets (at the time of investment) in the securities
of companies in any one industry. There can be no guarantee that
Advisor Special Venture Fund or Special Venture Portfolio will
achieve its objective.

Special Venture Portfolio may invest up to 35% of its total
assets in debt securities. Debt securities rated in the fourth
highest grade may have some speculative characteristics, and
changes in economic conditions or other circumstances may lead to
a weakened capacity of the issuers of such securities to make
principal and interest payments. Securities rated below
investment grade may possess speculative characteristics, and
changes in economic conditions are more likely to affect the
issuer's capacity to pay interest or repay principal.

Special Venture Portfolio may invest up to 25% of its total
assets in foreign securities. For purposes of this limit,
foreign securities exclude American Depositary Receipts (ADRs),
foreign debt securities denominated in U.S. dollars, and
securities guaranteed by a U.S. person. Investment in foreign
securities may represent a greater degree of risk (including risk
related to exchange rate fluctuations, tax provisions, exchange
and currency controls, and expropriation of assets) than
investment in securities of domestic issuers. Other risks of
foreign investing include less complete financial information on
issuers, different accounting, auditing and financial reporting
standards, different settlement practices, less market liquidity,
more market volatility, less developed and regulated markets, and
greater political instability. In addition, various restrictions
by foreign governments on investments by non-residents may apply,
including imposition of exchange controls and withholding taxes
on dividends, and seizure or nationalization of investments owned
by non-residents. Foreign investments also tend to involve
higher transaction and custody costs.

Further information on investment techniques that may be employed
by Special Venture Portfolio may be found under Portfolio
Investments and Strategies.

INVESTMENT RESTRICTIONS

Neither Advisor Special Venture Fund nor Special Venture
Portfolio may invest more than 5% of its assets in the securities
of any one issuer. This restriction applies only to 75% of its
investment portfolio, and does not apply to securities of the
U.S. Government or repurchase agreements for such securities.
This restriction also does not prevent Advisor Special Venture
Fund from investing all of its assets in shares of another
investment company having the identical investment objective
under a master/feeder structure.

Neither Advisor Special Venture Fund nor Special Venture
Portfolio will acquire more than 10% of the outstanding voting
securities of any one issuer. Advisor Special Venture Fund may,
however, invest all of its assets in shares of another investment
company having the identical investment objective under a
master/feeder structure.

Neither Advisor Special Venture Fund nor Special Venture
Portfolio may make loans except that it may (1) purchase money
market instruments and enter into repurchase agreements; (2)
acquire publicly-distributed or privately-placed debt securities;
(3) lend its portfolio securities under certain conditions; and
(4) participate in an interfund lending program with other Stein
Roe Funds and Portfolios. Advisor Special Venture Fund and
Special Venture Portfolio may not borrow money, except for non-
leveraging, temporary, or emergency purposes or in connection
with participation in the interfund lending program. Neither the
aggregate borrowings (including reverse repurchase agreements)
nor the aggregate loans at any one time may exceed 33 1/3% of the
value of total assets. Additional securities may not be
purchased when borrowings less proceeds receivable from sales of
portfolio securities exceed 5% of total assets.

Advisor Special Venture Fund and Special Venture Portfolio may
invest in repurchase agreements, /1/ provided that neither will
invest more than 15% of its net assets in repurchase agreements
maturing in more than seven days, and any other illiquid
securities.
- ------------
/1/ A repurchase agreement involves a sale of securities to
Special Venture Portfolio in which the seller agrees to
repurchase the securities at a higher price, which includes an
amount representing interest on the purchase price, within a
specified time. In the event of bankruptcy of the seller,
Special Venture Portfolio could experience both losses and delays
in liquidating its collateral.
- ------------

The policies summarized in the first three paragraphs under this
section and the policy with respect to concentration of
investments in any one industry described under Risks and
Investment Considerations are fundamental policies of Advisor
Special Venture Fund and Special Venture Portfolio and, as such,
can be changed only with the approval of a "majority of the
outstanding voting securities" as defined in the Investment
Company Act of 1940. The common investment objective of Advisor
Special Venture Fund and Special Venture Portfolio is non-
fundamental and, as such, may be changed by the Board of Trustees
without shareholder approval. All of the investment restrictions
are set forth in the Statement of Additional Information.

PORTFOLIO INVESTMENTS AND STRATEGIES

DEBT SECURITIES.
Special Venture Portfolio may invest up to 35% of its net assets
in debt securities, but it does not currently intend to invest
more than 5% of its net assets in debt securities rated below
investment grade. The risks inherent in debt securities depend
primarily on the term and quality of the obligations in Special
Venture Portfolio's portfolio as well as on market conditions. A
decline in the prevailing levels of interest rates generally
increases the value of debt securities, while an increase in
rates usually reduces the value of those securities. When the
Adviser determines that adverse market or economic conditions
exist and considers a temporary defensive position advisable,
Special Venture Portfolio may invest without limitation in high-
quality fixed income securities or hold assets in cash or cash
equivalents.

FOREIGN SECURITIES.
Special Venture Portfolio may invest in sponsored or unsponsored
ADRs. In addition to, or in lieu of, such direct investment,
Special Venture Portfolio may construct a synthetic foreign debt
position by (a) purchasing a debt instrument denominated in one
currency, generally U.S. dollars; and (b) concurrently entering
into a forward contract to deliver a corresponding amount of that
currency in exchange for a different currency on a future date
and at a specified rate of exchange. Because of the availability
of a variety of highly liquid U.S. dollar debt instruments, a
synthetic foreign debt position utilizing such U.S. dollar
instruments may offer greater liquidity than direct investment in
foreign currency debt instruments.

In connection with the purchase of foreign securities, Special
Venture Portfolio may enter into foreign currency forward and
futures contracts to hedge the currency risk in settlement of a
particular security transaction or relative to the entire
portfolio. A forward contract to purchase an amount of foreign
currency sufficient to pay the purchase price of securities at
settlement date involves the risk that the value of the foreign
currency may decline relative to the value of the dollar prior to
the settlement date. This risk is in addition to the risk that
the value of the foreign security purchased may decline. Special
Venture Portfolio also may enter into foreign currency contracts
as a hedging technique to limit or reduce exposure of the entire
portfolio to currency fluctuations. In addition, Special Venture
Portfolio may use options and futures contracts, as described
below, to limit or reduce exposure to currency fluctuations.

CONVERTIBLE SECURITIES.
By investing in convertible securities, Special Venture Portfolio
obtains the right to benefit from the capital appreciation
potential in the underlying stock upon exercise of the conversion
right, while earning higher current income than would be
available if the stock were purchased directly. In determining
whether to purchase a convertible, the Adviser will consider
substantially the same criteria that would be considered in
purchasing the underlying stock. Although convertible securities
are frequently rated investment grade, Special Venture Portfolio
also may purchase unrated securities or securities rated below
investment grade if the securities meet the Adviser's other
investment criteria. Convertible securities rated below
investment grade tend to be more sensitive to interest rate and
economic changes, may be obligations of issuers who are less
creditworthy than issuers of higher quality convertible
securities, and may be more thinly traded due to the fact that
such securities are less well known to investors than either
common stock or conventional debt securities. As a result, the
Adviser's own investment research and analysis tends to be more
important than other factors in the purchase of convertible
securities.

LENDING PORTFOLIO SECURITIES; WHEN-ISSUED AND DELAYED-DELIVERY
SECURITIES.
Special Venture Portfolio may make loans of its portfolio
securities to broker-dealers and banks subject to certain
restrictions described in the Statement of Additional
Information. Special Venture Portfolio may participate in an
interfund lending program, subject to certain restrictions
described in the Statement of Additional Information. Special
Venture Portfolio may invest in securities purchased on a when-
issued or delayed-delivery basis. Although the payment terms of
these securities are established at the time Special Venture
Portfolio enters into the commitment, the securities may be
delivered and paid for a month or more after the date of
purchase, when their value may have changed. Special Venture
Portfolio will make such commitments only with the intention of
actually acquiring the securities, but may sell the securities
before settlement date if it is deemed advisable for investment
reasons.

SHORT SALES AGAINST THE BOX.
Special Venture Portfolio may sell short securities it owns or
has the right to acquire without further consideration, using a
technique called selling short "against the box." Short sales
against the box may protect Special Venture Portfolio against the
risk of losses in the value of its portfolio securities because
any unrealized losses with respect to such securities should be
wholly or partly offset by a corresponding gain in the short
position. However, any potential gains in such securities should
be wholly or partially offset by a corresponding loss in the
short position. Short sales against the box may be used to lock
in a profit on a security when, for tax reasons or otherwise, the
Adviser does not want to sell the security. Special Venture
Portfolio does not expect to commit more than 5% of its net
assets to short sales against the box. For a more complete
explanation, please refer to the Statement of Additional
Information.

DERIVATIVES.
Consistent with its objective, Special Venture Portfolio may
invest in a broad array of financial instruments and securities,
including conventional exchange-traded and non-exchange-traded
options, futures contracts, futures options, securities
collateralized by underlying pools of mortgages or other
receivables, floating rate instruments, and other instruments
that securitize assets of various types ("Derivatives"). In each
case, the value of the instrument or security is "derived" from
the performance of an underlying asset or a "benchmark" such as a
security index, an interest rate, or a currency. Special Venture
Portfolio does not expect to invest more than 5% of its net
assets in any type of Derivative except for options, futures
contracts, and futures options.

In seeking to achieve its desired investment objective, provide
additional revenue, or to hedge against changes in security
prices, interest rates or currency fluctuations, Special Venture
Portfolio may: (1) purchase and write both call options and put
options on securities, indexes and foreign currencies; (2) enter
into interest rate, index and foreign currency futures contracts;
(3) write options on such futures contracts; and (4) purchase
other types of forward or investment contracts linked to
individual securities, indexes or other benchmarks. Special
Venture Portfolio may write a call or put option only if the
option is covered. As the writer of a covered call option,
Special Venture Portfolio foregoes, during the option's life, the
opportunity to profit from increases in market value of the
security covering the call option above the sum of the premium
and the exercise price of the call. There can be no assurance
that a liquid market will exist when Special Venture Portfolio
seeks to close out a position. In addition, because futures
positions may require low margin deposits, the use of futures
contracts involves a high degree of leverage and may result in
losses in excess of the amount of the margin deposit.

PORTFOLIO TURNOVER.
Although Special Venture Portfolio does not purchase securities
with a view to rapid turnover, there are no limitations on the
length of time portfolio securities must be held. Accordingly,
the portfolio turnover rate may vary significantly from year to
year, but is not expected to exceed 100% under normal market
conditions. Flexibility of investment and emphasis on capital
appreciation may involve greater portfolio turnover than that of
mutual funds that have the objectives of income or maintenance of
a balanced investment position. A high rate of portfolio
turnover may result in increased transaction expenses and the
realization of capital gains and losses. (See Distributions and
Income Taxes.)

NET ASSET VALUE

The purchase and redemption price of Advisor Special Venture
Fund's shares is its net asset value per share. Advisor Special
Venture Fund determines the net asset value of its shares as of
the close of trading on the New York Stock Exchange ("NYSE")
(currently 3:00 p.m., central time) by dividing the difference
between the value of its assets and liabilities by the number of
shares outstanding. Special Venture Portfolio allocates net
asset value, income, and expenses to Advisor Special Venture Fund
and any other of its feeder funds in proportion to their
respective interests in Special Venture Portfolio.

Net asset value will not be determined on days when the NYSE is
closed unless, in the judgment of the Board of Trustees, the net
asset value of Advisor Special Venture Fund should be determined
on any such day, in which case the determination will be made at
3:00 p.m., central time.

HOW TO PURCHASE SHARES

You may purchase Advisor Special Venture Fund shares only through
broker-dealers, banks, or other intermediaries, including
retirement plans ("Intermediaries"). The Adviser and Advisor
Special Venture Fund do not recommend, endorse, or receive
payments from any Intermediary.

PURCHASE PRICE AND EFFECTIVE DATE. Each purchase of Advisor
Special Venture Fund's shares is made at Advisor Special Venture
Fund's net asset value (see Net Asset Value) next determined
after receipt of an order in good form, including receipt of
payment.

CONDITIONS OF PURCHASE. Each purchase order for Advisor Special
Venture Fund must be accepted by an authorized officer of Advisor
Trust or its authorized agent and is not binding until accepted
and entered on the books of Advisor Special Venture Fund. Once
your purchase order has been accepted, you may not cancel or
revoke it; you may, however, redeem the shares. Advisor Trust
reserves the right not to accept any purchase order that it
determines not to be in the best interests of Advisor Trust or of
Advisor Special Venture Fund's shareholders.

PURCHASES THROUGH INTERMEDIARIES. You must purchase shares
through Intermediaries. These Intermediaries may charge for
their services or place limitations on the extent to which you
may use the services offered by Advisor Trust. In addition, each
Intermediary will establish its own procedures for the purchase
of shares of Advisor Special Venture Fund, including minimum
initial and additional investments, and the acceptable methods of
payment for shares. Your Intermediary may be closed on days when
the NYSE is open. As a result, prices of Fund shares may be
significantly affected on days when you have no access to your
Intermediary to buy shares. If you wish to purchase shares,
please contact your Intermediary for instructions.

HOW TO REDEEM SHARES

You may redeem shares only through Intermediaries. Each
Intermediary will establish its own procedures for the sale of
shares of Advisor Special Venture Fund. Your Intermediary may be
closed on days when the NYSE is open. As a result, prices for
Fund shares may be significantly affected on days when you have
no access to your Intermediary to sell shares. If you wish to
redeem shares through an Intermediary, please contact the
Intermediary for instructions.

EXCHANGE PRIVILEGE. Through an account with an Intermediary, you
may redeem all or any portion of your Advisor Special Venture
Fund shares and use the proceeds to purchase shares of any other
Fund that is a series of Advisor Trust offered for sale in the
state in which the Intermediary is located. Each Intermediary
will establish its own exchange policy and procedures. An
exchange transaction is a sale and purchase of shares for federal
income tax purposes and may result in capital gain or loss.
Before exchanging into another Advisor Trust Fund, you should
obtain the prospectus for the Advisor Trust Fund in which you
wish to invest and read it carefully. The registration of the
account to which you are making an exchange must be exactly the
same as that of the account from which the exchange is made.
Advisor Special Venture Fund reserves the right to suspend,
limit, modify, or terminate the Exchange Privilege or its use in
any manner by any person or class; Intermediaries would be
notified of such a change.

The price at which your redemption order will be executed is the
net asset value next determined after proper redemption
instructions are received by the Intermediary. (See Net Asset
Value.) Because the redemption price you receive depends upon
Advisor Special Venture Fund's net asset value per share at the
time of redemption, it may be more or less than the price you
originally paid for the shares and may result in a realized
capital gain or loss.

Advisor Trust will pay redemption proceeds as soon as
practicable, and in no event later than seven days after proper
instructions are received by Advisor Special Venture Fund or its
authorized agent.

DISTRIBUTIONS AND INCOME TAXES

DISTRIBUTIONS. Income dividends are declared and paid annually.
Advisor Special Venture Fund intends to distribute by the end of
each calendar year at least 98% of any net capital gains realized
from the sale of securities during the twelve-month period ended
October 31 in that year. Advisor Special Venture Fund intends to
distribute any undistributed net investment income and net
realized capital gains in the following year.

All income dividends and capital gain distributions on shares of
Advisor Special Venture Fund will be reinvested in additional
shares unless your Intermediary elects to have distributions paid
by check. Reinvestment normally occurs on the payable date.

INCOME TAXES. For federal income tax purposes, Advisor Special
Venture Fund is treated as a separate taxable entity distinct
from the other series of Advisor Trust. Special Venture
Portfolio intends to qualify for the special tax treatment
afforded regulated investment companies under Subchapter M of the
Internal Revenue Code, so that it will be relieved of federal
income tax on that part of its net investment income and net
capital gain that is distributed to shareholders.

Advisor Special Venture Fund will distribute substantially all of
its ordinary income and net capital gains on a current basis.
Generally distributions are taxable as ordinary income, except
that any distributions of net long-term capital gains will be
taxed as such. However, distributions by Advisor Special Venture
Fund to plans that qualify for tax-exempt treatment under federal
income tax laws will not be taxable. Special tax rules apply to
investments through such plans.

This section is not intended to be a full discussion of income
tax laws and their effect on shareholders. You may wish to
consult your own tax advisor.

MANAGEMENT

TRUSTEES AND INVESTMENT ADVISER. The Board of Trustees of
Advisor Trust and the Board of Trustees of Base Trust have
overall management responsibility for Advisor Special Venture
Fund and Special Venture Portfolio, respectively. See Management
in the Statement of Additional Information for the names of and
other information about the trustees and officers. Since Advisor
Trust and Base Trust have the same trustees, the trustees have
adopted conflict of interest procedures to monitor and address
potential conflicts between the interests of Advisor Special
Venture Fund and Special Venture Portfolio and other feeder funds
investing in Special Venture Portfolio that share a common Board
of Trustees with Advisor Trust and Base Trust.

The Adviser, Stein Roe & Farnham Incorporated, One South Wacker
Drive, Chicago, Illinois 60606, is responsible for managing the
investment portfolio of Special Venture Portfolio and the
business affairs of Advisor Special Venture Fund, Special Venture
Portfolio, Advisor Trust, and Base Trust, subject to the
direction of the respective Board. The Adviser is registered as
an investment adviser under the Investment Advisers Act of 1940.
The Adviser was organized in 1986 to succeed to the business of
Stein Roe & Farnham, a partnership that had advised and managed
mutual funds since 1949. The Adviser is a wholly owned
subsidiary of Liberty Financial Companies, Inc. ("Liberty
Financial"), which in turn is a majority owned indirect
subsidiary of Liberty Mutual Insurance Company.

PORTFOLIO MANAGERS. E. Bruce Dunn and Richard B. Peterson have
been co-portfolio managers of Special Venture Portfolio since its
inception in 1997 and had managed its predecessor since 1994.
Each is a senior vice president of the Adviser. Mr. Dunn has
been associated with the Adviser since 1964. He received his
A.B. degree from Yale University in 1956 and his M.B.A. from
Harvard University in 1958 and is a chartered investment
counselor. Mr. Peterson, who began his investment career with
the Adviser in 1965 after graduating with a B.A. from Carleton
College in 1962 and the Woodrow Wilson School at Princeton
University in 1964 with a Masters in Public Administration,
rejoined the Adviser in 1991 after 15 years of equity research
and portfolio management experience with State Farm Investment
Management Corporation. As of December 31, 1996, Messrs. Dunn
and Peterson were responsible for co-managing $1,407 billion in
mutual fund net assets.

FEES AND EXPENSES. The Adviser is entitled to receive a monthly
administrative fee from Advisor Special Venture Fund, computed
and accrued daily, at an annual rate of 0.15% of average net
assets; and a monthly management fee from Special Venture
Portfolio, computed and accrued daily, at an annual rate of 0.75%
of average net assets. However, as noted above under Fee Table,
the Adviser may voluntarily undertake to reimburse Advisor
Special Venture Fund for a portion of its operating expenses and
its pro rata share of Special Venture Portfolio's operating
expenses.

The Adviser provides office space and executive and other
personnel to Advisor Trust and Base Trust. All expenses of
Advisor Special Venture Fund other than those paid by the Adviser
(including, but not limited to, printing and postage charges,
securities registration fees, custodian and transfer agency fees,
legal and auditing fees, compensation of trustees not affiliated
with the Adviser, and expenses incidental to its organization)
are paid out of the assets of Advisor Special Venture Fund.

Under a separate agreement with each Trust, the Adviser provides
certain accounting and bookkeeping services to Advisor Special
Venture Fund and Special Venture Portfolio including computation
of net asset value and calculation of its net income and capital
gains and losses on disposition of assets.

In addition, the Adviser is free to make additional payments out
of its own assets to promote the sale of shares of Advisor
Special Venture Fund.

PORTFOLIO TRANSACTIONS. The Adviser places the orders for the
purchase and sale of portfolio securities and options and futures
contracts for Special Venture Portfolio. In doing so, the
Adviser seeks to obtain the best combination of price and
execution, which involves a number of judgmental factors.

DISTRIBUTOR. The shares of Advisor Special Venture Fund are
offered for sale through Liberty Securities Corporation
("Distributor") without any sales commissions. The Distributor
is a wholly owned indirect subsidiary of Liberty Financial. The
business address of the Distributor is 600 Atlantic Avenue,
Boston, Massachusetts 02210; however, all Fund correspondence
(including purchase and redemption orders) should be mailed to
SteinRoe Services Inc. at P.O. Box 8900, Boston, Massachusetts
02205.

The trustees of Advisor Trust have adopted a plan pursuant to
Rule 12b-1 under the Investment Company Act of 1940 ("Plan").
The Plan provides that, as compensation for the promotion and
distribution of shares of Advisor Special Venture Fund including
its expenses related to the sale and promotion of Fund shares,
the Distributor receives from Advisor Special Venture Fund a fee
at an annual rate of 0.25% of its average daily net assets. The
Distributor generally pays this amount to institutions that
distribute Advisor Special Venture Fund shares and provide
services to Advisor Special Venture Fund and its shareholders.
Those institutions may use the payments for, among other
purposes, compensating employees engaged in sales and/or
shareholder servicing. The amount of fees paid by Advisor
Special Venture Fund during any year may be more or less than the
cost of distribution or other services provided to Advisor
Special Venture Fund. NASD rules limit the amount of annual
distribution fees that may be paid by a mutual fund and impose a
ceiling on the cumulative distribution fees paid. Advisor
Trust's Plan complies with those rules.

Some Intermediaries that maintain nominee accounts with Advisor
Special Venture Fund for their clients who are Fund shareholders
charge an annual fee of up to 0.25% of the average net assets
held in such accounts for accounting, servicing, and
distributions services they provide with respect to the
underlying Fund shares.

CUSTODIAN. State Street Bank and Trust Company (the "Bank"), 225
Franklin Street, Boston, Massachusetts 02101, is the custodian
for Advisor Special Venture Fund. Foreign securities are
maintained in the custody of foreign banks and trust companies
that are members of the Bank's Global Custody Network or foreign
depositories used by such members. (See Custodian in the
Statement of Additional Information.)

ORGANIZATION AND DESCRIPTION OF SHARES

SPECIAL CONSIDERATIONS REGARDING THE
MASTER FUND/FEEDER FUND STRUCTURE

Advisor Special Venture Fund, an open-end management investment
company, seeks to achieve its objective by investing all of its
assets in shares of another mutual fund having an investment
objective identical to that of Advisor Special Venture Fund. The
initial shareholder of Advisor Special Venture Fund approved this
policy of permitting Advisor Special Venture Fund to act as a
feeder fund by investing in Special Venture Portfolio. Please
refer to the Investment Policies, Portfolio Investments and
Strategies, and Investment Restrictions for a description of the
investment objectives, policies, and restrictions of Advisor
Special Venture Fund and Special Venture Portfolio. The
management and expenses of both Advisor Special Venture Fund and
Special Venture Portfolio are described under the Fee Table and
Management. Advisor Special Venture Fund bears its proportionate
share of Portfolio expenses.

The Adviser has provided investment management services in
connection with other mutual funds employing the master
fund/feeder fund structure since 1991.

SR&F Special Venture Portfolio is a separate series of SR&F Base
Trust ("Base Trust"), a Massachusetts common trust organized
under an Agreement and Declaration of Trust ("Declaration of
Trust") dated August 23, 1993. The Declaration of Trust of Base
Trust provides that Advisor Special Venture Fund and other
investors in Special Venture Portfolio will each be liable for
all obligations of Special Venture Portfolio that are not
satisfied by the Portfolio. However, the risk of Advisor Special
Venture Fund incurring financial loss on account of such
liability is limited to circumstances in which both inadequate
insurance existed and Special Venture Portfolio itself were
unable to meet its obligations. Accordingly, the trustees of
Advisor Trust believe that neither Advisor Special Venture Fund
nor its shareholders will be adversely affected by reason of
Advisor Special Venture Fund's investing in Special Venture
Portfolio.

The Declaration of Trust of Base Trust provides that Special
Venture Portfolio will terminate 120 days after the withdrawal of
Advisor Special Venture Fund or any other investor in Special
Venture Portfolio, unless the remaining investors vote to agree
to continue the business of Special Venture Portfolio. The
trustees of Advisor Trust may vote Advisor Special Venture Fund's
interests in Special Venture Portfolio for such continuation
without approval of Advisor Special Venture Fund's shareholders.

The common investment objective of Advisor Special Venture Fund
and Special Venture Portfolio is non-fundamental and may be
changed without shareholder approval. The fundamental policies
of Advisor Special Venture Fund and the corresponding fundamental
policies of Special Venture Portfolio can be changed only with
shareholder approval.

If Advisor Special Venture Fund, as a Portfolio investor, is
requested to vote on a proposed change in fundamental policy of
Special Venture Portfolio or any other matter pertaining to
Special Venture Portfolio (other than continuation of the
business of Special Venture Portfolio after withdrawal of another
investor), Advisor Special Venture Fund will solicit proxies from
its shareholders and vote its interest in Special Venture
Portfolio for and against such matters proportionately to the
instructions to vote for and against such matters received from
Advisor Special Venture Fund shareholders. Advisor Special
Venture Fund will vote shares for which it receives no voting
instructions in the same proportion as the shares for which it
receives voting instructions. If there are other investors in
Special Venture Portfolio, there can be no assurance that any
matter receiving a majority of votes cast by Fund shareholders
will receive a majority of votes cast by all Special Venture
Portfolio investors. If other investors hold a majority interest
in Special Venture Portfolio, they could have voting control over
Special Venture Portfolio.

In the event that Special Venture Portfolio's fundamental
policies were changed so as to be inconsistent with those of
Advisor Special Venture Fund, the Board of Trustees of Advisor
Trust would consider what action might be taken, including
changes to Advisor Special Venture Fund's fundamental policies,
withdrawal of Advisor Special Venture Fund's assets from Special
Venture Portfolio and investment of such assets in another pooled
investment entity, or the retention of another investment
adviser. Any of these actions would require the approval of
Advisor Special Venture Fund's shareholders. Advisor Special
Venture Fund's inability to find a substitute master fund or
comparable investment management could have a significant impact
upon its shareholders' investments. Any withdrawal of Advisor
Special Venture Fund's assets could result in a distribution in
kind of portfolio securities (as opposed to a cash distribution)
to Advisor Special Venture Fund. Should such a distribution
occur, Advisor Special Venture Fund would incur brokerage fees or
other transaction costs in converting such securities to cash.
In addition, a distribution in kind could result in a less
diversified portfolio of investments for Advisor Special Venture
Fund and could affect the liquidity of Advisor Special Venture
Fund.

Each investor in Special Venture Portfolio, including Advisor
Special Venture Fund, may add to or reduce its investment in
Special Venture Portfolio on each day the NYSE is open for
business. The investor's percentage of the aggregate interests
in Special Venture Portfolio will be computed as the percentage
equal to the fraction (i) the numerator of which is the beginning
of the day value of such investor's investment in Special Venture
Portfolio on such day plus or minus, as the case may be, the
amount of any additions to or withdrawals from the investor's
investment in Special Venture Portfolio effected on such day; and
(ii) the denominator of which is the aggregate beginning of the
day net asset value of Special Venture Portfolio on such day plus
or minus, as the case may be, the amount of the net additions to
or withdrawals from the aggregate investments in Special Venture
Portfolio by all investors in Special Venture Portfolio. The
percentage so determined will then be applied to determine the
value of the investor's interest in Special Venture Portfolio as
of the close of business.

Base Trust may permit other investment companies and/or other
institutional investors to invest in Special Venture Portfolio,
but members of the general public may not invest directly in
Special Venture Portfolio. Other investors in Special Venture
Portfolio are not required to sell their shares at the same
public offering price as Advisor Special Venture Fund, might
incur different administrative fees and expenses than Advisor
Special Venture Fund, and their shares might be sold with a sales
commission. Therefore, Advisor Special Venture Fund shareholders
might have different investment returns than shareholders in
another investment company that invests exclusively in Special
Venture Portfolio. Investment by such other investors in Special
Venture Portfolio would provide funds for the purchase of
additional portfolio securities and would tend to reduce the
Portfolio's operating expenses as a percentage of its net assets.
Conversely, large-scale redemptions by any such other investors
in Special Venture Portfolio could result in untimely
liquidations of Special Venture Portfolio's security holdings,
loss of investment flexibility, and increases in the operating
expenses of Special Venture Portfolio as a percentage of its net
assets. As a result, Special Venture Portfolio's security
holdings may become less diverse, resulting in increased risk.

Special Venture Portfolio commenced operations in February 1997
when Stein Roe Special Venture Fund, a mutual fund that that had
invested directly in securities since 1994, converted into a
feeder fund by investing all of its assets in the Portfolio.
Currently Stein Roe Special Venture Fund, which is a series of
Stein Roe Investment Trust, is the only other investment company
investing in Special Venture Portfolio. Information regarding
any investment company that may invest in Special Venture
Portfolio in the future may be obtained by writing to SR&F Base
Trust, Suite 3200, One South Wacker Drive, Chicago, Illinois
60606 or by calling 800-338-2550. The Adviser may provide
administrative or other services to one or more of such
investors.

FOR MORE INFORMATION

Contact Advisor Special Venture Fund at 800-_____ or your
Intermediary for more information about Advisor Special Venture
Fund.
______________________

<PAGE> 1

SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED DECEMBER 6, 1996

STEIN ROE ADVISOR INTERNATIONAL FUND
The investment objective of Advisor International Fund is to
provide long-term growth of capital by investing in a diversified
portfolio of foreign securities. Advisor International Fund
invests all of its net investable assets in shares of SR&F
International Portfolio, a portfolio of SR&F Base Trust that has
the same investment objective and substantially the same
investment policies as Advisor International Fund. (SEE SPECIAL
CONSIDERATIONS REGARDING MASTER FUND/FEEDER FUND STRUCTURE.)

Shares of Advisor International Fund may be purchased only
through Intermediaries, including retirement plans.

Advisor International Fund has no sales or redemption charges.
Advisor International Fund is a series of Stein Roe Advisor Trust
and International Portfolio is a series of SR&F Base Trust. Each
Trust is a diversified open-end management investment company.

This prospectus contains information you should know before
investing in Advisor International Fund. Please read it
carefully and retain it for future reference.

The date of this prospectus is ___________, 1997.

TABLE OF CONTENTS

Page
Summary..................................2
Fee Table ...............................3
The Fund.................................4
Investment Policies......................5
Performance Information..................6
Risks and Investment Considerations .....6
Investment Restrictions .................8
Portfolio Investments and Strategies.....9
Net Asset Value ........................13
How to Purchase Shares..................13
How to Redeem Shares ...................14
Distributions and Income Taxes..........15
Management .............................16
Organization and Description of Shares..18
Special Considerations Regarding the
Master Fund/Feeder Fund Structure.....19
For More Information ...................21

SUMMARY

Stein Roe Advisor International Fund ("Advisor International
Fund") is a series of Stein Roe Advisor Trust, an open-end
diversified management investment company organized as a
Massachusetts business trust. (See The Fund and Organization and
Description of Shares.) This prospectus is not a solicitation in
any jurisdiction in which shares of Advisor International Fund
are not qualified for sale.

INVESTMENT OBJECTIVES AND POLICIES. The investment objective of
Advisor International Fund is to provide long-term growth of
capital by investing in a diversified portfolio of foreign
securities. Advisor International Fund invests all of its net
investable assets in SR&F International Portfolio ("International
Portfolio") which has the same investment objective and
investment policies substantially similar to those of Advisor
International Fund. International Portfolio invests primarily in
equity securities. Under normal market conditions, it will
invest at least 65% of its total assets (taken at market value)
in foreign securities of at least three countries outside the
United States. International Portfolio diversifies its
investments among several countries and does not concentrate
investments in any particular industry.

For a more detailed discussion of the investment objectives and
policies, please see Investment Policies and Portfolio
Investments and Strategies. There is, of course, no assurance
that Advisor International Fund and International Portfolio will
achieve their common investment objective.

INVESTMENT RISKS. Advisor International Fund is intended for
long-term investors who can accept the risks entailed in
investing in foreign securities.

Since International Portfolio invests primarily in foreign
securities, investors should understand and consider carefully
the risks involved in foreign investing. Investing in foreign
securities involves certain considerations involving both risks
and opportunities not typically associated with investing in U.S.
securities. Such risks include fluctuations in exchange rates on
foreign currencies, less public information, less government
supervision, less liquidity, and greater price volatility.

Please see Investment Policies, Portfolio Investments and
Strategies, and Risks and Investment Considerations for further
information.

PURCHASES AND REDEMPTIONS. Shares of Advisor International Fund
may be purchased only through Intermediaries. For information on
purchasing and redeeming Advisor International Fund shares,
please see How to Purchase Shares, How to Redeem Shares, and
Management--Distributor.

MANAGEMENT AND FEES. Stein Roe & Farnham Incorporated (the
"Adviser") is investment adviser to International Portfolio. In
addition, it provides administrative services to Advisor
International Fund and International Portfolio. For a
description of the Adviser and these service arrangements, see
Management.

FEE TABLE

ANNUAL FUND OPERATING EXPENSES (as a percentage
of average net assets; after reimbursement)
Management and Administrative Fees (after
reimbursement)...................................0.95%
12b-1 Fees.........................................0.25%
Other Expenses ....................................0.55%
-----
Total Operating Expenses (after
reimbursement)...................................1.75%
=====

EXAMPLE.
You would pay the following expenses on a $1,000 investment
assuming (1) 5% annual return; and (2) redemption at the end of
each time period:

1 year 3 years
------ -------
$18 $55

The purpose of the Fee Table is to assist you in understanding
the various costs and expenses that you will bear directly or
indirectly as an investor in Advisor International Fund. The Fee
Table reflects the combined expenses of both Advisor
International Fund and International Portfolio. Anticipated
Total Operating Expenses for Advisor International Fund are
annualized projections based upon current administrative fees and
management fees. Other Expenses are estimated amounts for the
current fiscal year. The figures assume that the percentage
amounts listed under Annual Fund Operating Expenses remain the
same during each of the periods and that all income dividends and
capital gain distributions are reinvested in additional shares.

From time to time, the Adviser may voluntarily undertake to
reimburse Advisor International Fund for a portion of its
operating expenses and its pro rata share of International
Portfolio's operating expenses. The Adviser has undertaken to
reimburse Advisor International Fund for its operating expenses
and its pro rata share of International Portfolio's operating
expenses to the extent such expenses exceed 1.75% of Advisor
International Fund's annual average net assets. This commitment
expires on January 31, 1998, subject to earlier termination by
the Adviser on 30 days' notice to Advisor International Fund.
Absent such reimbursement, Advisor International Fund's share of
International Portfolio's Management Fee and the Fund's
Administrative Fee, and Total Operating Expenses would be 1.00%
and 1.80%, respectively. Any such reimbursement will lower
Advisor International Fund's overall expense ratio and increase
its overall return to investors. (Also see Management--Fees and
Expenses.)

Advisor International Fund pays the Adviser an administrative fee
based on its average daily net assets and International Portfolio
pays the Adviser a management fee based on its average daily net
assets. The trustees of Advisor Trust have considered whether
the annual operating expenses of Advisor International Fund,
including its proportionate share of the expenses of
International Portfolio, would be more or less than if Advisor
International Fund invested directly in the securities held by
International Portfolio, and concluded that Advisor International
Fund's expenses would not be materially greater in such case.

The figures in the Example are not necessarily indicative of past
or future expenses, and actual expenses may be greater or less
than those shown. Although information such as that shown in the
Examples and Fee Table is useful in reviewing Advisor
International Fund's expenses and in providing a basis for
comparison with other mutual funds, it should not be used for
comparison with other investments using different assumptions or
time periods.

Because Advisor International Fund pays a 12b-1 fee, long-term
investors in Advisor International Fund may pay more over long
periods of time in distribution expenses than the maximum front-
end sales charge permitted by the National Association of
Securities Dealers, Inc. ("NASD"). For further information on
Advisor International Fund's 12b-1 fee, see Management--
Distributor.

THE FUND

STEIN ROE ADVISOR INTERNATIONAL FUND ("Advisor International
Fund") is a series of Stein Roe Advisor Trust ("Advisor Trust"),
which is an open-end diversified management investment company
authorized to issue shares of beneficial interest in separate
series.

Rather than invest in securities directly, Advisor International
Fund seeks to achieve its investment objective by using the
"master fund/feeder fund" structure. Under that structure, a
feeder fund, together with one or more feeder funds or
institutional investors pool their assets in a master portfolio
that has the same investment objective and substantially the same
investment policies and restrictions as the feeder funds. (See
Special Considerations Regarding Master Fund/Feeder Fund
Structure.) Advisor International Fund invests all of its net
investable assets in shares of SR&F International Portfolio
("International Portfolio"), which is a series of SR&F Base Trust
("Base Trust").

Stein Roe & Farnham Incorporated (the "Adviser") provides
portfolio management services to International Portfolio and
administrative services to Advisor International Fund and
International Portfolio.

INVESTMENT POLICIES

The investment objective of Advisor International Fund is to
provide long-term growth of capital by investing in a diversified
portfolio of foreign securities. Advisor International Fund
invests all of its net investable assets in International
Portfolio, which has the same investment objective and investment
policies substantially similar to Advisor International Fund.
Current income is not a primary factor in the selection of
portfolio securities. International Portfolio invests primarily
in common stocks and other equity-type securities (such as
preferred stocks, securities convertible or exchangeable for
common stocks, and warrants or rights to purchase common stocks).
International Portfolio may invest in securities of smaller
emerging companies as well as securities of well-seasoned
companies of any size. Smaller companies, however, involve
higher risks in that they typically have limited product lines,
markets, and financial or management resources. In addition, the
securities of smaller companies may trade less frequently and
have greater price fluctuation than larger companies,
particularly those operating in countries with developing
markets.

International Portfolio diversifies its investments among several
countries and does not concentrate investments in any particular
industry. In pursuing its objective, International Portfolio
varies the geographic allocation and types of securities in which
it invests based on the Adviser's continuing evaluation of
economic, market, and political trends throughout the world.
While International Portfolio has not established limits on
geographic asset distribution, it ordinarily invests in the
securities markets of at least three countries outside the United
States, including but not limited to Western European countries
(such as Belgium, France, Germany, Ireland, Italy, The
Netherlands, the countries of Scandinavia, Spain, Switzerland,
and the United Kingdom); countries in the Pacific Basin (such as
Australia, Hong Kong, Japan, Malaysia, the Philippines,
Singapore, and Thailand); and countries in the Americas (such as
Argentina, Brazil, Colombia, and Mexico).

Under normal market conditions, International Portfolio will
invest at least 65% of its total assets (taken at market value)
in foreign securities. If, however, investments in foreign
securities appear to be relatively unattractive in the judgment
of the Adviser because of current or anticipated adverse
political or economic conditions, International Portfolio may
hold cash or invest any portion of its assets in securities of
the U.S. Government and equity and debt securities of U.S.
companies, as a temporary defensive strategy. To meet liquidity
needs, International Portfolio may also hold cash in domestic and
foreign currencies and invest in domestic and foreign money
market securities (including repurchase agreements and foreign
money market positions).

In the past, the U.S. Government has from time to time imposed
restrictions, through taxation and otherwise, on foreign
investments by U.S. investors such as International Portfolio.
If such restrictions should be reinstated, it might become
necessary for International Portfolio to invest all or
substantially all of its assets in U.S. securities. In such an
event, International Portfolio would review its investment
objective and policies to determine whether changes are
appropriate.

International Portfolio may purchase foreign securities in the
form of American Depositary Receipts (ADRs), European Depositary
Receipts (EDRs), or other securities representing underlying
shares of foreign issuers. International Portfolio may invest in
sponsored or unsponsored ADRs. (For a description of ADRs and
EDRs, see the Statement of Additional Information.)

Further information on investment techniques that may be employed
by International Portfolio and the risks associated with such
techniques may be found under Risks and Investment Considerations
and Portfolio Investments and Strategies in this prospectus and
in the Statement of Additional Information.

PERFORMANCE INFORMATION

The total return from an investment in Advisor International Fund
is measured by the distributions received (assuming
reinvestment), plus or minus the change in the net asset value
per share for a given period. A total return percentage may be
calculated by dividing the value of a share at the end of the
period (including reinvestment of distributions) by the value of
the share at the beginning of the period and subtracting one.
For a given period, an average annual total return may be
calculated by finding the average annual compounded rate that
would equate a hypothetical $1,000 investment to the ending
redeemable value.

Comparison of Advisor International Fund's total return with
alternative investments should consider differences between the
Fund and the alternative investments, the periods and methods
used in calculation of the return being compared, and the impact
of taxes on alternative investments. Of course, past performance
is not necessarily indicative of future results. Share prices
may vary, and your shares when redeemed may be worth more or less
than your original purchase price.

As of the date of this Prospectus, Advisor International Fund had
no past performance. However, Stein Roe International Fund, a
series of Stein Roe Investment Trust which has a similar name,
the same investment objective and substantially the same
investment policies as Advisor International Fund, also invests
all of its net investable assets in International Portfolio. The
average annual total return for a 1-year and since-inception
(March 1, 1994) investment in Stein Roe International Fund were
8.23% and 4.98%, respectively. Stein Roe International Fund has
a different fee structure than Advisor International Fund and
does not pay 12b-1 fees. Had these fees been reflected, the
total returns shown in the table would have been lower.

RISKS AND INVESTMENT CONSIDERATIONS

Advisor International Fund is intended for long-term investors
who can accept the risks entailed in investing in foreign
securities. International Portfolio usually allocates its
investments among a number of different industries rather than
concentrating in a particular industry or group of industries,
but this does not eliminate all risk. It will not, however,
invest more than 25% of the total value of its assets (at the
time of investment) in the securities of companies in any one
industry. There can be no guarantee that Advisor International
Fund or International Portfolio will achieve its objective.

International Portfolio may invest up to 35% of its total assets
in debt securities. Debt securities rated in the fourth highest
grade may have some speculative characteristics, and changes in
economic conditions or other circumstances may lead to a weakened
capacity of the issuers of such securities to make principal and
interest payments. Securities rated below investment grade may
possess speculative characteristics, and changes in economic
conditions are more likely to affect the issuer's capacity to pay
interest or repay principal.

FOREIGN INVESTING. Advisor International Fund provides long-term
investors with an opportunity to invest a portion of their assets
in a diversified portfolio of foreign securities. Non-U.S.
investments may be attractive because they increase
diversification, as compared to a portfolio comprised solely of
U.S. investments. In addition, many foreign economies have, from
time to time, grown faster than the U.S. economy, and the returns
on investments in these countries have exceeded those of similar
U.S. investments--there can be no assurance, however, that these
conditions will continue. International diversification also
allows International Portfolio and an investor to take advantage
of changes in foreign economies and market conditions.

Investors should understand and consider carefully the greater
risks involved in foreign investing. Investing in foreign
securities--positions which are generally denominated in foreign
currencies--and utilization of forward foreign currency exchange
contracts involve certain considerations comprising both risks
and opportunities not typically associated with investing in U.S.
securities. These considerations include: fluctuations in
exchange rates of foreign currencies; possible imposition of
exchange control regulations or currency restrictions that would
prevent cash from being brought back to the United States; less
public information with respect to issuers of securities; less
governmental supervision of stock exchanges, securities brokers,
and issuers of securities; lack of uniform accounting, auditing,
and financial reporting standards; lack of uniform settlement
periods and trading practices; less liquidity and frequently
greater price volatility in foreign markets than in the United
States; possible imposition of foreign taxes; possible investment
in the securities of companies in developing as well as developed
countries; and sometimes less advantageous legal, operational,
and financial protections applicable to foreign sub-custodial
arrangements. These risks are greater for emerging market
countries.

Although International Portfolio will try to invest in companies
and governments of countries having stable political
environments, there is the possibility of expropriation or
confiscatory taxation, seizure or nationalization of foreign bank
deposits or other assets, establishment of exchange controls, the
adoption of foreign government restrictions, and other adverse
political, social or diplomatic developments that could adversely
affect investment in these nations.

The price of securities of small, rapidly growing companies is
expected to fluctuate more widely than the general market due to
the difficulty in assessing financial prospects of companies
developing new products or operating in countries with developing
markets.

The strategy for selecting investments will be based on various
criteria. A company proposed for investment should have a good
market position in a fast-growing segment of the economy, strong
management, preferably a leading position in its business,
prospects of superior financial returns, ability to self-finance,
and securities available for purchase at a reasonable market
valuation. Because of the foreign domicile of such companies,
however, information on some of the above factors may be
difficult, if not impossible, to obtain.

To the extent portfolio securities are issued by foreign issuers
or denominated in foreign currencies, investment performance is
affected by the strength or weakness of the U.S. dollar against
these currencies. If the dollar falls relative to the Japanese
yen, for example, the dollar value of a yen-denominated stock
held in the portfolio will rise even though the price of the
stock remains unchanged. Conversely, if the dollar rises in
value relative to the yen, the dollar value of the yen-
denominated stock will fall. (See the discussion of portfolio
and transaction hedging under Portfolio Investments and
Strategies.)

Further information on investment techniques that may be employed
by International Portfolio may be found under Portfolio
Investments and Strategies.

INVESTMENT RESTRICTIONS

Neither Advisor International Fund nor International Portfolio
may invest more than 5% of its assets in the securities of any
one issuer. This restriction applies only to 75% of its
investment portfolio, and does not apply to securities of the
U.S. Government or repurchase agreements for such securities.
This restriction also does not prevent Advisor International Fund
from investing all of its assets in shares of another investment
company having the identical investment objective under a
master/feeder structure.

Neither Advisor International Fund nor International Portfolio
will acquire more than 10% of the outstanding voting securities
of any one issuer. Advisor International Fund may, however,
invest all of its assets in shares of another investment company
having the identical investment objective under a master/feeder
structure.

Neither Advisor International Fund nor International Portfolio
may make loans except that it may (1) purchase money market
instruments and enter into repurchase agreements; (2) acquire
publicly-distributed or privately-placed debt securities; (3)
lend its portfolio securities under certain conditions; and (4)
participate in an interfund lending program with other Stein Roe
Funds and Portfolios. Advisor International Fund and
International Portfolio may not borrow money, except for non-
leveraging, temporary, or emergency purposes or in connection
with participation in the interfund lending program. Neither the
aggregate borrowings (including reverse repurchase agreements)
nor the aggregate loans at any one time may exceed 33 1/3% of the
value of total assets. Additional securities may not be
purchased when borrowings less proceeds receivable from sales of
portfolio securities exceed 5% of total assets.

Advisor International Fund and International Portfolio may invest
in repurchase agreements, /1/ provided that neither will invest
more than 15% of its net assets in repurchase agreements maturing
in more than seven days, and any other illiquid securities.
- -------------
/1/ A repurchase agreement involves a sale of securities to
International Portfolio in which the seller agrees to repurchase
the securities at a higher price, which includes an amount
representing interest on the purchase price, within a specified
time. In the event of bankruptcy of the seller, International
Portfolio could experience both losses and delays in liquidating
its collateral.
- -------------

The policies summarized in the first three paragraphs under this
section and the policy with respect to concentration of
investments in any one industry described under Risks and
Investment Considerations are fundamental policies of Advisor
International Fund and International Portfolio and, as such, can
be changed only with the approval of a "majority of the
outstanding voting securities" as defined in the Investment
Company Act of 1940. The common investment objective of Advisor
International Fund and International Portfolio is non-fundamental
and, as such, may be changed by the Board of Trustees without
shareholder approval. All of the investment restrictions are set
forth in the Statement of Additional Information.

Nothing in the investment restrictions outlined here shall be
deemed to prohibit International Portfolio from purchasing the
securities of any issuer pursuant to the exercise of subscription
rights distributed to International Portfolio by the issuer. No
such purchase may be made if, as a result, International
Portfolio will no longer be a diversified investment company as
defined in the Investment Company Act of 1940 or if International
Portfolio will fail to meet the diversification requirements of
the Internal Revenue Code.

PORTFOLIO INVESTMENTS AND STRATEGIES

DEBT SECURITIES.
In pursuing its investment objective, International Portfolio may
invest up to 35% of its total assets in debt securities.
Investments in debt securities are limited to those that are
rated within the four highest grades (generally referred to as
"investment grade") assigned by a nationally recognized
statistical rating organization. Investments in unrated debt
securities are limited to those deemed to be of comparable
quality by the Adviser. If the rating of a security held by
International Portfolio is lost or reduced below investment
grade, the Portfolio is not required to dispose of the security--
the Adviser will, however, consider that fact in determining
whether International Portfolio should continue to hold the
security.

SETTLEMENT TRANSACTIONS.
When International Portfolio enters into a contract for the
purchase or sale of a foreign portfolio security, it usually is
required to settle the purchase transaction in the relevant
foreign currency or receive the proceeds of the sale in that
currency. In either event, International Portfolio is obliged to
acquire or dispose of an appropriate amount of foreign currency
by selling or buying an equivalent amount of U.S. dollars. At or
near the time of the purchase or sale of the foreign portfolio
security, International Portfolio may wish to lock in the U.S.
dollar value of a transaction at the exchange rate or rates then
prevailing between the U.S. dollar and the currency in which the
security is denominated. Known as "transaction hedging," this
may be accomplished by purchasing or selling such foreign
securities on a "spot," or cash, basis. Transaction hedging also
may be accomplished on a forward basis, whereby International
Portfolio purchases or sells a specific amount of foreign
currency, at a price set at the time of the contract, for receipt
or delivery at either a specified date or at any time within a
specified time period. In so doing, International Portfolio will
attempt to insulate itself against possible losses and gains
resulting from a change in the relationship between the U.S.
dollar and the foreign currency during the period between the
date the security is purchased or sold and the date on which
payment is made or received. Similar transactions may be entered
into by using other currencies if International Portfolio seeks
to move investments denominated in one currency to investments
denominated in another.

CURRENCY HEDGING.
Most of International Portfolio's portfolio will be invested in
foreign securities. As a result, in addition to the risk of
change in the market value of portfolio securities, the value of
the portfolio in U.S. dollars is subject to fluctuations in the
exchange rate between the foreign currencies and the U.S. dollar.
When, in the opinion of the Adviser, it is desirable to limit or
reduce exposure in a foreign currency to moderate potential
changes in the U.S. dollar value of the portfolio, International
Portfolio may enter into a forward currency exchange contract to
sell or buy such foreign currency (or another foreign currency
that acts as a proxy for that currency)--through the contract,
the U.S. dollar value of certain underlying foreign portfolio
securities can be approximately matched by an equivalent U.S.
dollar liability. This technique is known as "currency hedging."
By locking in a rate of exchange, currency hedging is intended to
moderate or reduce the risk of change in the U.S. dollar value of
International Portfolio's portfolio only during the period of the
forward contract. Forward contracts usually are entered into
with banks and broker-dealers; are not exchange traded; and
although they are usually less than one year, may be renewed. A
default on the contract would deprive International Portfolio of
unrealized profits or force International Portfolio to cover its
commitments for purchase or sale of currency, if any, at the
current market price.

Neither type of foreign currency transaction will eliminate
fluctuations in the prices of International Portfolio's portfolio
securities or prevent loss if the price of such securities should
decline. In addition, such forward currency exchange contracts
will diminish the benefit of the appreciation in the U.S. dollar
value of that foreign currency. (For further information on
forward foreign currency exchange transactions, see the Statement
of Additional Information.)

International Portfolio may utilize spot and forward foreign
exchange transactions to reduce the risk caused by exchange rate
fluctuations between one currency and another when securities are
purchased or sold on a when-issued basis. It may also invest in
synthetic money market instruments. International Portfolio may
invest in repurchase agreements, provided that it will not invest
more than 15% of its net assets in repurchase agreements maturing
in more than seven days and any other illiquid securities. (See
the Statement of Additional Information.)

CONVERTIBLE SECURITIES.
By investing in convertible securities, International Portfolio
obtains the right to benefit from the capital appreciation
potential in the underlying stock upon exercise of the conversion
right, while earning higher current income than would be
available if the stock were purchased directly. In determining
whether to purchase a convertible, the Adviser will consider
substantially the same criteria that would be considered in
purchasing the underlying stock. Although convertible securities
are frequently rated investment grade, International Portfolio
also may purchase unrated securities or securities rated below
investment grade if the securities meet the Adviser's other
investment criteria. Convertible securities rated below
investment grade tend to be more sensitive to interest rate and
economic changes, may be obligations of issuers who are less
creditworthy than issuers of higher quality convertible
securities, and may be more thinly traded due to the fact that
such securities are less well known to investors than either
common stock or conventional debt securities. As a result, the
Adviser's own investment research and analysis tends to be more
important than other factors in the purchase of convertible
securities.

LENDING PORTFOLIO SECURITIES; WHEN-ISSUED AND DELAYED-DELIVERY
SECURITIES.
International Portfolio may make loans of its portfolio
securities to broker-dealers and banks subject to certain
restrictions described in the Statement of Additional
Information. International Portfolio may participate in an
interfund lending program, subject to certain restrictions
described in the Statement of Additional Information.
International Portfolio may invest in securities purchased on a
when-issued or delayed-delivery basis. Although the payment
terms of these securities are established at the time
International Portfolio enters into the commitment, the
securities may be delivered and paid for a month or more after
the date of purchase, when their value may have changed.
International Portfolio will make such commitments only with the
intention of actually acquiring the securities, but may sell the
securities before settlement date if it is deemed advisable for
investment reasons.

SHORT SALES AGAINST THE BOX.
International Portfolio may sell short securities it owns or has
the right to acquire without further consideration, using a
technique called selling short "against the box." Short sales
against the box may protect International Portfolio against the
risk of losses in the value of its portfolio securities because
any unrealized losses with respect to such securities should be
wholly or partly offset by a corresponding gain in the short
position. However, any potential gains in such securities should
be wholly or partially offset by a corresponding loss in the
short position. Short sales against the box may be used to lock
in a profit on a security when, for tax reasons or otherwise, the
Adviser does not want to sell the security. International
Portfolio does not expect to commit more than 5% of its net
assets to short sales against the box. For a more complete
explanation, please refer to the Statement of Additional
Information.

DERIVATIVES.
Consistent with its objective, International Portfolio may invest
in a broad array of financial instruments and securities,
including conventional exchange-traded and non-exchange-traded
options, futures contracts, futures options, securities
collateralized by underlying pools of mortgages or other
receivables, floating rate instruments, and other instruments
that securitize assets of various types ("Derivatives"). In each
case, the value of the instrument or security is "derived" from
the performance of an underlying asset or a "benchmark" such as a
security index, an interest rate, or a currency. International
Portfolio does not expect to invest more than 5% of its net
assets in any type of Derivative except for options, futures
contracts, futures options, and forward contracts.

In seeking to achieve its desired investment objective, provide
additional revenue, or to hedge against changes in security
prices, interest rates or currency fluctuations, International
Portfolio may: (1) purchase and write both call options and put
options on securities, indexes and foreign currencies; (2) enter
into interest rate, index and foreign currency futures contracts;
(3) write options on such futures contracts; and (4) purchase
other types of forward or investment contracts linked to
individual securities, indexes or other benchmarks.
International Portfolio may write a call or put option only if
the option is covered. As the writer of a covered call option,
International Portfolio foregoes, during the option's life, the
opportunity to profit from increases in market value of the
security covering the call option above the sum of the premium
and the exercise price of the call. There can be no assurance
that a liquid market will exist when International Portfolio
seeks to close out a position. In addition, because futures
positions may require low margin deposits, the use of futures
contracts involves a high degree of leverage and may result in
losses in excess of the amount of the margin deposit.

PORTFOLIO TURNOVER.
Although International Portfolio does not purchase securities
with a view to rapid turnover, there are no limitations on the
length of time portfolio securities must be held. Accordingly,
the portfolio turnover rate may vary significantly from year to
year, but is not expected to exceed 100% under normal market
conditions. Flexibility of investment and emphasis on capital
appreciation may involve greater portfolio turnover than that of
mutual funds that have the objectives of income or maintenance of
a balanced investment position. A high rate of portfolio
turnover may result in increased transaction expenses and the
realization of capital gains and losses. (See Distributions and
Income Taxes.)

NET ASSET VALUE

The purchase and redemption price of Advisor International Fund's
shares is its net asset value per share. Advisor International
Fund determines the net asset value of its shares as of the close
of trading on the New York Stock Exchange ("NYSE") (currently
3:00 p.m., central time) by dividing the difference between the
value of its assets and liabilities by the number of shares
outstanding. International Portfolio allocates net asset value,
income, and expenses to Advisor International Fund and any other
of its feeder funds in proportion to their respective interests
in International Portfolio.

Net asset value will not be determined on days when the NYSE is
closed unless, in the judgment of the Board of Trustees, the net
asset value of Advisor International Fund should be determined on
any such day, in which case the determination will be made at
3:00 p.m., central time.

In computing the net asset value of International Portfolio, the
values of portfolio securities are generally based upon market
quotations. Depending upon local convention or regulation, these
market quotations may be the last sale price, last bid or asked
price, or the mean between the last bid and asked prices as of,
in each case, the close of the appropriate exchange or other
designated time. Trading in securities on European and Far
Eastern securities exchanges and over-the-counter markets is
normally completed at various times before the close of business
on each day on which the NYSE is open. Trading of these
securities may not take place on every NYSE business day. In
addition, trading may take place in various foreign markets on
Saturdays or on other days when the NYSE is not open and on which
International Portfolio's net asset value is not calculated.
Therefore, such calculation does not take place contemporaneously
with the determination of the prices of many of the portfolio
securities used in such calculation and the value of
International Portfolio's portfolio may be significantly affected
on days when shares of International Portfolio may not be
purchased or redeemed.

HOW TO PURCHASE SHARES

You may purchase Advisor International Fund shares only through
broker-dealers, banks, or other intermediaries, including
retirement plans ("Intermediaries"). The Adviser and Advisor
International Fund do not recommend, endorse, or receive payments
from any Intermediary.

PURCHASE PRICE AND EFFECTIVE DATE. Each purchase of Advisor
International Fund's shares is made at Advisor International
Fund's net asset value (see Net Asset Value) next determined
after receipt of an order in good form, including receipt of
payment.

CONDITIONS OF PURCHASE. Each purchase order for Advisor
International Fund must be accepted by an authorized officer of
Advisor Trust or its authorized agent and is not binding until
accepted and entered on the books of Advisor International Fund.
Once your purchase order has been accepted, you may not cancel or
revoke it; you may, however, redeem the shares. Advisor Trust
reserves the right not to accept any purchase order that it
determines not to be in the best interests of Advisor Trust or of
Advisor International Fund's shareholders.

PURCHASES THROUGH INTERMEDIARIES. You must purchase shares
through Intermediaries. These Intermediaries may charge for
their services or place limitations on the extent to which you
may use the services offered by Advisor Trust. In addition, each
Intermediary will establish its own procedures for the purchase
of shares of Advisor International Fund, including minimum
initial and additional investments, and the acceptable methods of
payment for shares. Your Intermediary may be closed on days when
the NYSE is open. As a result, prices of Fund shares may be
significantly affected on days when you have no access to your
Intermediary to buy shares. If you wish to purchase shares,
please contact your Intermediary for instructions.

HOW TO REDEEM SHARES

You may redeem shares only through Intermediaries. Each
Intermediary will establish its own procedures for the sale of
shares of Advisor International Fund. Your Intermediary may be
closed on days when the NYSE is open. As a result, prices for
Fund shares may be significantly affected on days when you have
no access to your Intermediary to sell shares. If you wish to
redeem shares through an Intermediary, please contact the
Intermediary for instructions.

EXCHANGE PRIVILEGE. Through an account with an Intermediary, you
may redeem all or any portion of your Advisor International Fund
shares and use the proceeds to purchase shares of any other Fund
that is a series of Advisor Trust offered for sale in the state
in which the Intermediary is located. Each Intermediary will
establish its own exchange policy and procedures. An exchange
transaction is a sale and purchase of shares for federal income
tax purposes and may result in capital gain or loss. Before
exchanging into another Advisor Trust Fund, you should obtain the
prospectus for the Advisor Trust Fund in which you wish to invest
and read it carefully. The registration of the account to which
you are making an exchange must be exactly the same as that of
the account from which the exchange is made. Advisor
International Fund reserves the right to suspend, limit, modify,
or terminate the Exchange Privilege or its use in any manner by
any person or class; Intermediaries would be notified of such a
change.

The price at which your redemption order will be executed is the
net asset value next determined after proper redemption
instructions are received by the Intermediary. (See Net Asset
Value.) Because the redemption price you receive depends upon
Advisor International Fund's net asset value per share at the
time of redemption, it may be more or less than the price you
originally paid for the shares and may result in a realized
capital gain or loss.

Advisor Trust will pay redemption proceeds as soon as
practicable, and in no event later than seven days after proper
instructions are received by Advisor International Fund or its
authorized agent.

DISTRIBUTIONS AND INCOME TAXES

DISTRIBUTIONS. Income dividends are declared and paid annually.
Advisor International Fund intends to distribute by the end of
each calendar year at least 98% of any net capital gains realized
from the sale of securities during the twelve-month period ended
October 31 in that year. Advisor International Fund intends to
distribute any undistributed net investment income and net
realized capital gains in the following year.

All income dividends and capital gain distributions on shares of
Advisor International Fund will be reinvested in additional
shares unless your Intermediary elects to have distributions paid
by check. Reinvestment normally occurs on the payable date.

U.S. FEDERAL INCOME TAXES. For federal income tax purposes,
Advisor International Fund is treated as a separate taxable
entity distinct from the other series of Advisor Trust.
International Portfolio intends to qualify for the special tax
treatment afforded regulated investment companies under
Subchapter M of the Internal Revenue Code, so that it will be
relieved of federal income tax on that part of its net investment
income and net capital gain that is distributed to shareholders.

Advisor International Fund will distribute substantially all of
its ordinary income and net capital gains on a current basis.
Generally distributions are taxable as ordinary income, except
that any distributions of net long-term capital gains will be
taxed as such. However, distributions by Advisor International
Fund to plans that qualify for tax-exempt treatment under federal
income tax laws will not be taxable. Special tax rules apply to
investments through such plans.

FOREIGN INCOME TAXES. Investment income received by
International Portfolio from sources within foreign countries may
be subject to foreign income taxes withheld at the source. The
United States has entered into tax treaties with many foreign
countries that entitle International Portfolio to a reduced rate
of tax or exemption from tax on such income. It is impossible to
determine the effective rate of foreign tax in advance since the
amount of International Portfolio's assets to be invested within
various countries will fluctuate and the extent to which tax
refunds will be recovered is uncertain. International Portfolio
intends to operate so as to qualify for treaty-reduced tax rates
where applicable.

To the extent that International Portoflio is liable for foreign
income taxes withheld at the source, the Portfolio also intends
to operate so as to meet the requirements of the U.S. Internal
Revenue Code to "pass through" to Internaitonal Advisor Fund's
shareholders foreign income taxes paid, but there can be no
assurance that it will be able to do so.

This discussion of U.S. and foreign taxation is not intended to
be a full discussion of income tax laws and their effect on
shareholders. You may wish to consult your own tax advisor. The
foregoing information applies to U.S. shareholders. Foreign
shareholders should consult their tax advisors as to the tax
consequences of ownership of Fund shares.

This section is not intended to be a full discussion of income
tax laws and their effect on shareholders. You may wish to
consult your own tax advisor.

MANAGEMENT

TRUSTEES AND INVESTMENT ADVISER. The Board of Trustees of
Advisor Trust and the Board of Trustees of Base Trust have
overall management responsibility for Advisor International Fund
and International Portfolio, respectively. See Management in the
Statement of Additional Information for the names of and other
information about the trustees and officers. Since Advisor Trust
and Base Trust have the same trustees, the trustees have adopted
conflict of interest procedures to monitor and address potential
conflicts between the interests of Advisor International Fund and
International Portfolio and other feeder funds investing in
International Portfolio that share a common Board of Trustees
with Advisor Trust and Base Trust.

The Adviser, Stein Roe & Farnham Incorporated, One South Wacker
Drive, Chicago, Illinois 60606, is responsible for managing the
investment portfolio of International Portfolio and the business
affairs of Advisor International Fund, International Portfolio,
Advisor Trust, and Base Trust, subject to the direction of the
respective Board. The Adviser is registered as an investment
adviser under the Investment Advisers Act of 1940. The Adviser
was organized in 1986 to succeed to the business of Stein Roe &
Farnham, a partnership that had advised and managed mutual funds
since 1949. The Adviser is a wholly owned subsidiary of Liberty
Financial Companies, Inc. ("Liberty Financial"), which in turn is
a majority owned indirect subsidiary of Liberty Mutual Insurance
Company.

PORTFOLIO MANAGERS. Bruno Bertocci and David P. Harris, have
been co-portfolio managers of International Portfolio since its
inception in 1997 and of its corresponding "feeder fund" Stein
Roe International Fund (a series of Stein Roe Investment Trust)
since its inception in 1994. (Mr. Harris served as an associate
portfolio manger until May 1995.) In addition, they have been
co-portfolio managers of Stein Roe Emerging Markets Fund (a
series of Stein Roe Investment Trust), since its inception in
1997. They joined the Adviser in 1995 as senior vice president
and vice president, respectively, to create Stein Roe Global
Capital Management, a dedicated global and international equity
management unit. Messrs. Bertocci and Harris are also employed
by Colonial Management Associates, Inc., a subsidiary of Liberty
Financial and an affiliate of the Adviser, as vice presidents.
Prior to joining the Adviser, Mr. Bertocci was a senior global
equity portfolio manager with Rockefeller & Co. ("Rockefeller")
from 1983 to 1995. While at Rockefeller, he served as portfolio
manager for the Portfolio's predecessor, when Rockefeller was
that Fund's sub-adviser. Mr. Bertocci managed Rockefeller's
London office from 1987 to 1989 and its Hong Kong office from
1989 to 1990. Prior to working at Rockefeller, he served for
three years at T. Rowe Price Associates. Mr. Bertocci is a
graduate of Oberlin College and holds an M.B.A. from Harvard
University. Mr. Harris was a portfolio manager with Rockefeller
from 1990 to 1995. After earning a bachelor's degree from the
University of Michigan, he was an actuarial associate for GEICO
before returning to school to earn an M.B.A. from Cornell
University. As of December 31, 1996, Messrs. Bertocci and Harris
were responsible for managing $___ in mutual fund net assets.

FEES AND EXPENSES. The Adviser is entitled to receive a monthly
administrative fee from Advisor International Fund, computed and
accrued daily, at an annual rate of 0.15% of average net assets;
and a monthly management fee from International Portfolio,
computed and accrued daily, at an annual rate of 0.85% of average
net assets. However, as noted above under Fee Table, the Adviser
may voluntarily undertake to reimburse Advisor International Fund
for a portion of its operating expenses and its pro rata share of
International Portfolio's operating expenses.

The Adviser provides office space and executive and other
personnel to Advisor Trust and Base Trust. All expenses of
Advisor International Fund other than those paid by the Adviser
(including, but not limited to, printing and postage charges,
securities registration fees, custodian and transfer agency fees,
legal and auditing fees, compensation of trustees not affiliated
with the Adviser, and expenses incidental to its organization)
are paid out of the assets of Advisor International Fund.

Under a separate agreement with each Trust, the Adviser provides
certain accounting and bookkeeping services to Advisor
International Fund and International Portfolio including
computation of net asset value and calculation of its net income
and capital gains and losses on disposition of assets.

In addition, the Adviser is free to make additional payments out
of its own assets to promote the sale of shares of Advisor
International Fund.

PORTFOLIO TRANSACTIONS. The Adviser places the orders for the
purchase and sale of portfolio securities and options and futures
contracts for International Portfolio. In doing so, the Adviser
seeks to obtain the best combination of price and execution,
which involves a number of judgmental factors.

DISTRIBUTOR. The shares of Advisor International Fund are
offered for sale through Liberty Securities Corporation
("Distributor") without any sales commissions. The Distributor
is a wholly owned indirect subsidiary of Liberty Financial. The
business address of the Distributor is 600 Atlantic Avenue,
Boston, Massachusetts 02210; however, all Fund correspondence
(including purchase and redemption orders) should be mailed to
SteinRoe Services Inc. at P.O. Box 8900, Boston, Massachusetts
02205.

The trustees of Advisor Trust have adopted a plan pursuant to
Rule 12b-1 under the Investment Company Act of 1940 ("Plan").
The Plan provides that, as compensation for the promotion and
distribution of shares of Advisor International Fund including
its expenses related to the sale and promotion of Fund shares,
the Distributor receives from Advisor International Fund a fee at
an annual rate of 0.25% of its average daily net assets. The
Distributor generally pays this amount to institutions that
distribute Advisor International Fund shares and provide services
to Advisor International Fund and its shareholders. Those
institutions may use the payments for, among other purposes,
compensating employees engaged in sales and/or shareholder
servicing. The amount of fees paid by Advisor International Fund
during any year may be more or less than the cost of distribution
or other services provided to Advisor International Fund. NASD
rules limit the amount of annual distribution fees that may be
paid by a mutual fund and impose a ceiling on the cumulative
distribution fees paid. Advisor Trust's Plan complies with those
rules.

Some Intermediaries that maintain nominee accounts with Advisor
International Fund for their clients who are Fund shareholders
charge an annual fee of up to 0.25% of the average net assets
held in such accounts for accounting, servicing, and
distributions services they provide with respect to the
underlying Fund shares.

CUSTODIAN. State Street Bank and Trust Company (the "Bank"), 225
Franklin Street, Boston, Massachusetts 02101, is the custodian
for Advisor International Fund. Foreign securities are
maintained in the custody of foreign banks and trust companies
that are members of the Bank's Global Custody Network or foreign
depositories used by such members. (See Custodian in the
Statement of Additional Information.)

ORGANIZATION AND DESCRIPTION OF SHARES

SPECIAL CONSIDERATIONS REGARDING THE
MASTER FUND/FEEDER FUND STRUCTURE

Advisor International Fund, an open-end management investment
company, seeks to achieve its objective by investing all of its
assets in shares of another mutual fund having an investment
objective identical to that of Advisor International Fund. The
initial shareholder of Advisor International Fund approved this
policy of permitting Advisor International Fund to act as a
feeder fund by investing in International Portfolio. Please
refer to the Investment Policies, Portfolio Investments and
Strategies, and Investment Restrictions for a description of the
investment objectives, policies, and restrictions of Advisor
International Fund and International Portfolio. The management
and expenses of both Advisor International Fund and International
Portfolio are described under the Fee Table and Management.
Advisor International Fund bears its proportionate share of
Portfolio expenses.

The Adviser has provided investment management services in
connection with other mutual funds employing the master
fund/feeder fund structure since 1991.

SR&F International Portfolio is a separate series of SR&F Base
Trust ("Base Trust"), a Massachusetts common trust organized
under an Agreement and Declaration of Trust ("Declaration of
Trust") dated August 23, 1993. The Declaration of Trust of Base
Trust provides that Advisor International Fund and other
investors in International Portfolio will each be liable for all
obligations of International Portfolio that are not satisfied by
the Portfolio. However, the risk of Advisor International Fund
incurring financial loss on account of such liability is limited
to circumstances in which both inadequate insurance existed and
International Portfolio itself were unable to meet its
obligations. Accordingly, the trustees of Advisor Trust believe
that neither Advisor International Fund nor its shareholders will
be adversely affected by reason of Advisor International Fund's
investing in International Portfolio.

The Declaration of Trust of Base Trust provides that
International Portfolio will terminate 120 days after the
withdrawal of Advisor International Fund or any other investor in
International Portfolio, unless the remaining investors vote to
agree to continue the business of International Portfolio. The
trustees of Advisor Trust may vote Advisor International Fund's
interests in International Portfolio for such continuation
without approval of Advisor International Fund's shareholders.

The common investment objective of Advisor International Fund and
International Portfolio is non-fundamental and may be changed
without shareholder approval. The fundamental policies of
Advisor International Fund and the corresponding fundamental
policies of International Portfolio can be changed only with
shareholder approval.

If Advisor International Fund, as a Portfolio investor, is
requested to vote on a proposed change in fundamental policy of
International Portfolio or any other matter pertaining to
International Portfolio (other than continuation of the business
of International Portfolio after withdrawal of another investor),
Advisor International Fund will solicit proxies from its
shareholders and vote its interest in International Portfolio for
and against such matters proportionately to the instructions to
vote for and against such matters received from Advisor
International Fund shareholders. Advisor International Fund will
vote shares for which it receives no voting instructions in the
same proportion as the shares for which it receives voting
instructions. If there are other investors in International
Portfolio, there can be no assurance that any matter receiving a
majority of votes cast by Fund shareholders will receive a
majority of votes cast by all International Portfolio investors.
If other investors hold a majority interest in International
Portfolio, they could have voting control over International
Portfolio.

In the event that International Portfolio's fundamental policies
were changed so as to be inconsistent with those of Advisor
International Fund, the Board of Trustees of Advisor Trust would
consider what action might be taken, including changes to Advisor
International Fund's fundamental policies, withdrawal of Advisor
International Fund's assets from International Portfolio and
investment of such assets in another pooled investment entity, or
the retention of another investment adviser. Any of these
actions would require the approval of Advisor International
Fund's shareholders. Advisor International Fund's inability to
find a substitute master fund or comparable investment management
could have a significant impact upon its shareholders'
investments. Any withdrawal of Advisor International Fund's
assets could result in a distribution in kind of portfolio
securities (as opposed to a cash distribution) to Advisor
International Fund. Should such a distribution occur, Advisor
International Fund would incur brokerage fees or other
transaction costs in converting such securities to cash. In
addition, a distribution in kind could result in a less
diversified portfolio of investments for Advisor International
Fund and could affect the liquidity of Advisor International
Fund.

Each investor in International Portfolio, including Advisor
International Fund, may add to or reduce its investment in
International Portfolio on each day the NYSE is open for
business. The investor's percentage of the aggregate interests
in International Portfolio will be computed as the percentage
equal to the fraction (i) the numerator of which is the beginning
of the day value of such investor's investment in International
Portfolio on such day plus or minus, as the case may be, the
amount of any additions to or withdrawals from the investor's
investment in International Portfolio effected on such day; and
(ii) the denominator of which is the aggregate beginning of the
day net asset value of International Portfolio on such day plus
or minus, as the case may be, the amount of the net additions to
or withdrawals from the aggregate investments in International
Portfolio by all investors in International Portfolio. The
percentage so determined will then be applied to determine the
value of the investor's interest in International Portfolio as of
the close of business.

Base Trust may permit other investment companies and/or other
institutional investors to invest in International Portfolio, but
members of the general public may not invest directly in
International Portfolio. Other investors in International
Portfolio are not required to sell their shares at the same
public offering price as Advisor International Fund, might incur
different administrative fees and expenses than Advisor
International Fund, and their shares might be sold with a sales
commission. Therefore, Advisor International Fund shareholders
might have different investment returns than shareholders in
another investment company that invests exclusively in
International Portfolio. Investment by such other investors in
International Portfolio would provide funds for the purchase of
additional portfolio securities and would tend to reduce the
Portfolio's operating expenses as a percentage of its net assets.
Conversely, large-scale redemptions by any such other investors
in International Portfolio could result in untimely liquidations
of International Portfolio's security holdings, loss of
investment flexibility, and increases in the operating expenses
of International Portfolio as a percentage of its net assets. As
a result, International Portfolio's security holdings may become
less diverse, resulting in increased risk.

International Portfolio commenced operations in February 1997
when Stein Roe International Fund, a mutual fund that that had
invested directly in securities since 1994, converted into a
feeder fund by investing all of its assets in the Portfolio.
Currently Stein Roe International Fund, which is a series of
Stein Roe Investment Trust, is the only other investment company
investing in International Portfolio. Information regarding any
investment company that may invest in International Portfolio in
the future may be obtained by writing to SR&F Base Trust, Suite
3200, One South Wacker Drive, Chicago, Illinois 60606 or by
calling 800-338-2550. The Adviser may provide administrative or
other services to one or more of such investors.

FOR MORE INFORMATION

Contact Advisor International Fund at 800-_____ or your
Intermediary for more information about Advisor International
Fund.
______________________

<PAGE> 1
SUBJECT TO COMPLETION
PRELIMINARY STATEMENT OF ADDITIONAL INFORMATION
DATED DECEMBER 6, 1996

<PAGE> 2
Statement of Additional Information Dated _____, 1997

STEIN ROE ADVISOR TRUST
Suite 3200, One South Wacker Drive, Chicago, Illinois 60606

Stein Roe Advisor Balanced Fund
Stein Roe Advisor Growth & Income Fund
Stein Roe Advisor Growth Stock Fund
Stein Roe Advisor Young Investor Fund
Stein Roe Advisor Special Fund
Stein Roe Advisor Special Venture Fund
Stein Roe Advisor International Fund

This Statement of Additional Information is not a
prospectus, but provides additional information that should be
read in conjunction with each Fund's prospectus dated _____,
1997, and any supplements thereto ("Prospectus"). A Prospectus
may be obtained at no charge by telephoning 800-________.

TABLE OF CONTENTS
Page
General Information and History..........................3
Investment Policies......................................4
Stein Roe Advisor Balanced Fund.......................4
Stein Roe Advisor Growth & Income Fund................4
Stein Roe Advisor Growth Stock Fund...................5
Stein Roe Advisor Young Investor Fund.................5
Stein Roe Advisor Special Fund........................5
Stein Roe Advisor Special Venture Fund................6
Stein Roe Advisor International Fund..................6
Portfolio Investments and Strategies.....................7
Investment Restrictions.................................23
Additional Investment Considerations....................27
Purchases and Redemptions...............................28
Management..............................................29
Principal Shareholders..................................32
Investment Advisory Services............................33
Distributor.............................................34
Transfer Agent..........................................35
Custodian...............................................35
Independent Public Accountants..........................36
Portfolio Transactions..................................36
Additional Income Tax Considerations....................38
Investment Performance..................................39
Appendix--Ratings.......................................44

<PAGE> 3
GENERAL INFORMATION AND HISTORY

The seven mutual funds listed on the cover page (referred to
collectively as the "Funds") are separate series of Stein Roe
Advisor Trust ("Advisor Trust"). On September 13, 1996, the
spelling of the name of the Trust was changed from Stein Roe
Adviser Trust to Stein Roe Advisor Trust.

Currently seven series of Advisor Trust are authorized and
outstanding. Each share of a series is entitled to participate
pro rata in any dividends and other distributions declared by the
Board on shares of that series, and all shares of a series have
equal rights in the event of liquidation of that series. Each
whole share (or fractional share) outstanding on the record date
established in accordance with the By-Laws shall be entitled to a
number of votes on any matter on which it is entitled to vote
equal to the net asset value of the share (or fractional share)
in United States dollars determined at the close of business on
the record date (for example, a share having a net asset value of
$10.50 would be entitled to 10.5 votes). As a business trust,
Advisor Trust is not required to hold annual shareholder
meetings. However, special meetings may be called for purposes
such as electing or removing trustees, changing fundamental
policies, or approving an investment advisory contract. If
requested to do so by the holders of at least 10% of Advisor
Trust's outstanding shares, Advisor Trust will call a special
meeting for the purpose of voting upon the question of removal of
a trustee or trustees and will assist in the communications with
other shareholders as if Advisor Trust were subject to Section
16(c) of the Investment Company Act of 1940. All shares of all
series of Advisor Trust are voted together in the election of
trustees. On any other matter submitted to a vote of
shareholders, shares are voted in the aggregate and not by
individual series, except that shares are voted by individual
series when required by the Investment Company Act of 1940 or
other applicable law, or when the Board of Trustees determines
that the matter affects only the interests of one or more series,
in which case shareholders of the unaffected series are not
entitled to vote on such matters.

SPECIAL CONSIDERATIONS REGARDING MASTER FUND/FEEDER FUND
STRUCTURE

Rather than invest in securities directly, each Fund acts as
a "feeder fund"; that is, it seeks to achieve its objective by
pooling its assets with assets of other investment companies
and/or institutional investors for investment in a separate
"master fund" having the same investment objective and
substantially the same investment policies and restrictions as
the Fund. The purpose of such an arrangement is to achieve
greater operational efficiencies and reduce costs. Each master
fund is a series of SR&F Base Trust ("Base Trust") (the master
funds are referred to collectively as the "Portfolios"). For
more information, please refer to each Fund's Prospectus under
the caption Special Considerations Regarding the Master
Fund/Feeder Fund Structure.

Stein Roe & Farnham Incorporated (the "Adviser") provides
administrative and accounting and recordkeeping services to each
Fund and each Portfolio and provides investment advisory services
to each Portfolio.

<PAGE> 4
INVESTMENT POLICIES

In pursuing its respective objective, each Portfolio will
invest as described below and may employ the investment
techniques described under Portfolio Investments and Strategies.
The investment objective is a non-fundamental policy and may be
changed by the Board of Trustees without the approval of a
"majority of the outstanding voting securities". /1/

STEIN ROE ADVISOR BALANCED FUND

Stein Roe Advisor Balanced Fund ("Advisor Balanced Fund")
seeks to achieve its objective by investing in SR&F Balanced
Portfolio ("Balanced Portfolio"). Their common investment
objective is to seek long-term growth of capital and current
income, consistent with reasonable investment risk. Balanced
Portfolio allocates its investments among equities, debt
securities and cash. The portfolio manager determines those
allocations based on the views of the Adviser's investment
strategists regarding economic, market and other factors relative
to investment opportunities.

The equity portion of the investment portfolio is invested
primarily in well-established companies having market
capitalizations in excess of $1 billion. Fixed-income senior
securities will make up at least 25% of Balanced Portfolio's
total assets. Investments in debt securities are limited to
those that are within the four highest grades (generally referred
to as "investment grade") assigned by a nationally recognized
statistical rating organization or, if unrated, determined by the
Adviser to be of comparable quality.

STEIN ROE ADVISOR GROWTH & INCOME FUND

Stein Roe Advisor Growth & Income Fund ("Advisor Growth &
Income Fund") seeks to achieve its objective by investing in SR&F
Growth & Income Portfolio ("Growth & Income "Portfolio"). Their
common investment objective is to provide both growth of capital
and current income. Advisor Growth & Income Fund is designed for
investors seeking a diversified portfolio of securities that
offers the opportunity for long-term growth of capital while also
providing a steady stream of income. Growth & Income Portfolio
invests primarily in well-established companies whose common
stocks are believed to have both the potential to appreciate in
value and to pay dividends to shareholders.

Although it may invest in a broad range of securities
(including common stocks, preferred stocks, securities
convertible into or exchangeable for common stocks, and warrants
or rights to purchase common stocks), normally Growth & Income
Portfolio will emphasize investments in equity securities of
companies having market capitalizations in excess of $1 billion.
Securities of these well-established companies are believed to be
generally less volatile than those of companies with smaller
- -----------
/1/ A "majority of the outstanding voting securities" means the
approval of the lesser of (i) 67% or more of the shares at a
meeting if the holders of more than 50% of the outstanding shares
of the Fund or the Portfolio are present or represented by proxy
or (ii) more than 50% of the outstanding shares of the Fund or
the Portfolio.
- -----------

<PAGE> 5
capitalizations because companies with larger capitalizations
tend to have experienced management; broad, highly diversified
product lines; deep resources; and easy access to credit.

STEIN ROE ADVISOR GROWTH STOCK FUND

Stein Roe Advisor Growth Stock Fund ("Advisor Growth Stock
Fund") seeks to achieve its objective by investing in SR&F Growth
Stock Portfolio ("Growth Stock Portfolio"). Their common
investment objective is long-term capital appreciation. Growth
Stock Portfolio attempts to achieve this objective by normally
investing at least 65% of its total assets in common stocks and
other equity-type securities (such as preferred stocks,
securities convertible into or exchangeable for common stocks,
and warrants or rights to purchase common stocks) that, in the
opinion of the Adviser, have long-term appreciation
possibilities.

STEIN ROE ADVISOR YOUNG INVESTOR FUND

Stein Roe Advisor Young Investor Fund ("Advisor Young
Investor Fund") seeks to achieve its objective by investing in
SR&F Growth Investor Portfolio ("Growth Investor Portfolio").
Their common investment objective is long-term capital
appreciation. Growth Investor Portfolio invests primarily in
common stocks and other equity-type securities that, in the
opinion of the Adviser, have long-term appreciation potential.

Under normal circumstances, at least 65% of the total assets
of Growth Investor Portfolio will be invested in securities of
companies that, in the opinion of the Adviser, directly or
through one or more subsidiaries, affect the lives of young
people. Such companies may include companies that produce
products or services that young people use, are aware of, or
could potentially have an interest in. Although Growth Investor
Portfolio invests primarily in common stocks and other equity-
type securities (such as preferred stocks, securities convertible
into or exchangeable for common stocks, and warrants or rights to
purchase common stocks), it may invest up to 35% of its total
assets in debt securities.

STEIN ROE ADVISOR SPECIAL FUND

Stein Roe Advisor Special Fund ("Advisor Special Fund")
seeks to achieve its objective by investing in SR&F Special
Portfolio ("Special Portfolio"). Their common investment
objective is to invest in securities selected for possible
capital appreciation. Particular emphasis is placed on
securities that are considered to have limited downside risk
relative to their potential for above-average growth, including
securities of undervalued, underfollowed or out-of-favor
companies, and companies that are low-cost producers of goods or
services, financially strong or run by well-respected managers.
Special Portfolio may invest more than 5% of its net assets in
securities of seasoned, established companies that appear to have
appreciation potential, as well as securities of relatively
small, new companies. In addition, it may invest in securities
with limited marketability, new issues of securities, securities
of companies that, in the Adviser's opinion, will benefit from
management change, new technology, new product or service
development or change in demand, and other securities that the
Adviser

<PAGE> 6
believes have capital appreciation possibilities; however,
Special Portfolio does not currently intend to invest more than
5% of its net assets in any of these types of securities.
Securities of smaller, newer companies may be subject to greater
price volatility than securities of larger more well-established
companies. In addition, many smaller companies are less well
known to the investing public and may not be as widely followed
by the investment community. Although Special Portfolio will
invest primarily in common stocks, it may also invest in other
equity-type securities, including preferred stocks and securities
convertible into equity securities.

STEIN ROE ADVISOR SPECIAL VENTURE FUND

Stein Roe Advisor Special Venture Fund ("Advisor Special
Venture Fund") seeks to achieve its objective by investing in
SR&F Special Venture Portfolio ("Special Venture Portfolio").
Their common investment objective is to seek long-term capital
appreciation. Special Venture Portfolio invests primarily in a
diversified portfolio of common stocks and other equity-type
securities (such as preferred stocks, securities convertible or
exchangeable for common stocks, and warrants or rights to
purchase common stocks) of entrepreneurially managed companies
that the Adviser believes represent special opportunities.
Special Venture Portfolio emphasizes investments in financially
strong small and medium-sized companies based principally on
appraisal of their management and stock valuations. The Adviser
considers "small" and "medium-sized" companies to be those with
market capitalizations of less than $1 billion and $1 to $3
billion, respectively.

STEIN ROE ADVISOR INTERNATIONAL FUND

Stein Roe Advisor International Fund ("Advisor International
Fund") pursues its objective by investing in SR&F International
Portfolio ("International Portfolio"). Their common investment
objective is to seek long-term growth of capital. International
Portfolio seeks to achieve this objective by investing primarily
in a diversified portfolio of foreign securities. Current income
is not a primary factor in the selection of portfolio securities.
International Portfolio invests primarily in common stocks and
other equity-type securities (such as preferred stocks,
securities convertible or exchangeable for common stocks, and
warrants or rights to purchase common stocks). International
Portfolio may invest in securities of smaller emerging companies
as well as securities of well-seasoned companies of any size.
Smaller companies, however, involve higher risks in that they
typically have limited product lines, markets, and financial or
management resources. In addition, the securities of smaller
companies

<PAGE> 7
may trade less frequently and have greater price fluctuation than
larger companies, particularly those operating in countries with
developing markets.

International Portfolio diversifies its investments among
several countries and does not concentrate investments in any
particular industry. In pursuing its objective, International
Portfolio varies the geographic allocation and types of
securities in which it invests based on the Adviser's continuing
evaluation of economic, market, and political trends throughout
the world. While International Portfolio has not established
limits on geographic asset distribution, it ordinarily invests in
the securities markets of at least three countries outside the
United States, including but not limited to Western European
countries (such as Belgium, France, Germany, Ireland, Italy, The
Netherlands, the countries of Scandinavia, Spain, Switzerland,
and the United Kingdom); countries in the Pacific Basin (such as
Australia, Hong Kong, Japan, Malaysia, the Philippines,
Singapore, and Thailand); and countries in the Americas (such as
Argentina, Brazil, Colombia, and Mexico).

In the past, the U.S. Government has from time to time
imposed restrictions, through taxation and otherwise, on foreign
investments by U.S. investors such as International Portfolio.
If such restrictions should be reinstated, it might become
necessary for International Portfolio to invest all or
substantially all of its assets in U.S. securities. In such an
event, International Portfolio would review its investment
objective and policies to determine whether changes are
appropriate.

PORTFOLIO INVESTMENTS AND STRATEGIES

DEBT SECURITIES

In pursuing its investment objective, each Portfolio may
invest in debt securities of corporate and governmental issuers.
The risks inherent in debt securities depend primarily on the
term and quality of the obligations in the investment portfolio
as well as on market conditions. A decline in the prevailing
levels of interest rates generally increases the value of debt
securities, while an increase in rates usually reduces the value
of those securities.

Investments in debt securities by Growth & Income Portfolio,
Balanced Portfolio, Growth Stock Portfolio, and International
Portfolio are limited to those that are within the four highest
grades (generally referred to as "investment grade") assigned

<PAGE> 8
by a nationally recognized statistical rating organization or, if
unrated, deemed to be of comparable quality by the Adviser. Each
of Special Venture Portfolio, Growth Investor Portfolio, and
Special Portfolio may invest up to 35% of its net assets in debt
securities, but do not expect to invest more than 5% of net
assets in debt securities that are rated below investment grade.

Securities in the fourth highest grade may possess
speculative characteristics, and changes in economic conditions
are more likely to affect the issuer's capacity to pay interest
and repay principal. If the rating of a security held by a
Portfolio is lost or reduced below investment grade, the
Portfolio is not required to dispose of the security, but the
Adviser will consider that fact in determining whether that
Portfolio should continue to hold the security.

Securities that are rated below investment grade are
considered predominantly speculative with respect to the issuer's
capacity to pay interest and repay principal according to the
terms of the obligation and therefore carry greater investment
risk, including the possibility of issuer default and bankruptcy.

When the Adviser determines that adverse market or economic
conditions exist and considers a temporary defensive position
advisable, the Portfolios may invest without limitation in high-
quality fixed income securities or hold assets in cash or cash
equivalents.

DERIVATIVES

Consistent with its objective, each Portfolio may invest in
a broad array of financial instruments and securities, including
conventional exchange-traded and non-exchange-traded options,
futures contracts, futures options, securities collateralized by
underlying pools of mortgages or other receivables, floating rate
instruments, and other instruments that securitize assets of
various types ("Derivatives"). In each case, the value of the
instrument or security is "derived" from the performance of an
underlying asset or a "benchmark" such as a security index, an
interest rate, or a currency.

Derivatives are most often used to manage investment risk or
to create an investment position indirectly because it is more
efficient or less costly than direct investment that cannot be
readily established directly due to portfolio size, cash
availability, or other factors. They also may be used in an
effort to enhance portfolio returns.

<PAGE> 9
No Portfolio, other than International Portfolio, currently
intends to invest more than 5% of its net assets in any type of
Derivative except for options, futures contracts, and futures
options. International Portfolio currently intends to invest no
more than 5% of its net assets in any type of Derivative other
than options, futures contracts, futures options, and forward
contracts. (See Options and Futures below.)

Some mortgage-backed debt securities are of the "modified
pass-through type," which means the interest and principal
payments on mortgages in the pool are "passed through" to
investors. During periods of declining interest rates, there is
increased likelihood that mortgages will be prepaid, with a
resulting loss of the full-term benefit of any premium paid by a
Portfolio on purchase of such securities; in addition, the
proceeds of prepayment would likely be invested at lower interest
rates.

Mortgage-backed securities provide either a pro rata
interest in underlying mortgages or an interest in collateralized
mortgage obligations ("CMOs") that represent a right to interest
and/or principal payments from an underlying mortgage pool. CMOs
are not guaranteed by either the U.S. Government or by its
agencies or instrumentalities, and are usually issued in multiple
classes each of which has different payment rights, prepayment
risks, and yield characteristics. Mortgage-backed securities
involve the risk of prepayment on the underlying mortgages at a
faster or slower rate than the established schedule. Prepayments
generally increase with falling interest rates and decrease with
rising rates but they also are influenced by economic, social,
and market factors. If mortgages are pre-paid during periods of
declining interest rates, there would be a resulting loss of the
full-term benefit of any premium paid by the Portfolio on
purchase of the CMO, and the proceeds of prepayment would likely
be invested at lower interest rates.

Non-mortgage asset-backed securities usually have less
prepayment risk than mortgage-backed securities, but have the
risk that the collateral will not be available to support
payments on the underlying loans that finance payments on the
securities themselves.

Floating rate instruments provide for periodic adjustments
in coupon interest rates that are automatically reset based on
changes in amount and direction of specified market interest
rates. In addition, the adjusted duration of some of these
instruments may be materially shorter than their stated
maturities. To the extent such instruments are subject to
lifetime or periodic interest rate caps or floors, such
instruments may experience greater price volatility than debt
instruments without such features. Adjusted duration is an
inverse relationship between market price and interest rates and
refers to the approximate percentage change in price for a 100
basis point change in yield. For example, if interest rates
decrease by 100 basis points, a market price of a security with
an adjusted duration of 2 would increase by approximately 2%.

CONVERTIBLE SECURITIES

By investing in convertible securities, a Portfolio obtains
the right to benefit from the capital appreciation potential in
the underlying stock upon exercise of the

<PAGE> 10
conversion right, while earning higher current income than would
be available if the stock were purchased directly. In
determining whether to purchase a convertible, the Adviser will
consider substantially the same criteria that would be considered
in purchasing the underlying stock. While convertible securities
purchased by a Portfolio are frequently rated investment grade,
each Portfolio may purchase unrated securities or securities
rated below investment grade if the securities meet the Adviser's
other investment criteria. Convertible securities rated below
investment grade (a) tend to be more sensitive to interest rate
and economic changes, (b) may be obligations of issuers who are
less creditworthy than issuers of higher quality convertible
securities, and (c) may be more thinly traded due to such
securities being less well known to investors than either common
stock or conventional debt securities. As a result, the
Adviser's own investment research and analysis tends to be more
important in the purchase of such securities than other factors.

FOREIGN SECURITIES

Each Portfolio other than International Portfolio, which
invests primarily in foreign securities, may invest up to 25% of
its total assets in foreign securities, which may entail a
greater degree of risk (including risks relating to exchange rate
fluctuations, tax provisions, or expropriation of assets) than
does investment in securities of domestic issuers. For this
purpose, foreign securities do not include American Depositary
Receipts (ADRs) or securities guaranteed by a United States
person. ADRs are receipts typically issued by an American bank
or trust company evidencing ownership of the underlying
securities. The Portfolios may invest in sponsored or
unsponsored ADRs. In the case of an unsponsored ADR, a Portfolio
is likely to bear its proportionate share of the expenses of the
depository and it may have greater difficulty in receiving
shareholder communications than it would have with a sponsored
ADR. No Portfolio, other than International Portfolio, intends
to invest more than 5% of its net assets in unsponsored ADRs.

International Portfolio may also purchase foreign securities
in the form of European Depositary Receipts (EDRs) or other
securities representing underlying shares of foreign issuers.
Positions in these securities are not necessarily denominated in
the same currency as the common stocks into which they may be
converted. ADRs are receipts typically issued by an American
bank or trust company evidencing ownership of the underlying
securities. EDRs are European receipts evidencing a similar
arrangement. Generally, ADRs, in registered form, are designed
for the U.S. securities markets and EDRs, in bearer form, are
designed for use in European securities markets.

With respect to portfolio securities that are issued by
foreign issuers or denominated in foreign currencies, a
Portfolio's investment performance is affected by the strength or
weakness of the U.S. dollar against these currencies. For
example, if the dollar falls in value relative to the Japanese
yen, the dollar value of a yen-denominated stock held in the
portfolio will rise even though the price of the stock remains
unchanged. Conversely, if the dollar rises in value relative to
the yen, the dollar value of the yen-denominated stock will fall.
(See discussion of transaction hedging and portfolio hedging
under Currency Exchange Transactions.)

<PAGE> 11
Investors should understand and consider carefully the risks
involved in foreign investing. Investing in foreign securities,
positions in which are generally denominated in foreign
currencies, and utilization of forward foreign currency exchange
contracts involve certain considerations comprising both risks
and opportunities not typically associated with investing in U.S.
securities. These considerations include: fluctuations in
exchange rates of foreign currencies; possible imposition of
exchange control regulation or currency restrictions that would
prevent cash from being brought back to the United States; less
public information with respect to issuers of securities; less
governmental supervision of stock exchanges, securities brokers,
and issuers of securities; lack of uniform accounting, auditing,
and financial reporting standards; lack of uniform settlement
periods and trading practices; less liquidity and frequently
greater price volatility in foreign markets than in the United
States; possible imposition of foreign taxes; possible investment
in securities of companies in developing as well as developed
countries; and sometimes less advantageous legal, operational,
and financial protections applicable to foreign sub-custodial
arrangements.

Although the Portfolios will try to invest in companies and
governments of countries having stable political environments,
there is the possibility of expropriation or confiscatory
taxation, seizure or nationalization of foreign bank deposits or
other assets, establishment of exchange controls, the adoption of
foreign government restrictions, or other adverse political,
social or diplomatic developments that could affect investment in
these nations.

Currency Exchange Transactions. Currency exchange
transactions may be conducted either on a spot (i.e., cash) basis
at the spot rate for purchasing or selling currency prevailing in
the foreign exchange market or through forward currency exchange
contracts ("forward contracts"). Forward contracts are
contractual agreements to purchase or sell a specified currency
at a specified future date (or within a specified time period)
and price set at the time of the contract. Forward contracts are
usually entered into with banks and broker-dealers, are not
exchange traded, and are usually for less than one year, but may
be renewed.

The Portfolios' foreign currency exchange transactions are
limited to transaction and portfolio hedging involving either
specific transactions or portfolio positions. Transaction
hedging is the purchase or sale of forward contracts with respect
to specific receivables or payables of a Portfolio arising in
connection with the purchase and sale of its portfolio
securities. Portfolio hedging is the use of forward contracts
with respect to portfolio security positions denominated or
quoted in a particular foreign currency. Portfolio hedging
allows the Portfolio to limit or reduce its exposure in a foreign
currency by entering into a forward contract to sell such foreign
currency (or another foreign currency that acts as a proxy for
that currency) at a future date for a price payable in U.S.
dollars so that the value of the foreign-denominated portfolio
securities can be approximately matched by a foreign-denominated
liability. A Portfolio may not engage in portfolio hedging with
respect to the currency of a particular country to an extent
greater than the aggregate market value (at the time of making
such sale) of the securities held in its portfolio denominated or
quoted in that particular

<PAGE> 12
currency, except that a Portfolio may hedge all or part of its
foreign currency exposure through the use of a basket of
currencies or a proxy currency where such currencies or currency
act as an effective proxy for other currencies. In such a case,
a Portfolio may enter into a forward contract where the amount of
the foreign currency to be sold exceeds the value of the
securities denominated in such currency. The use of this basket
hedging technique may be more efficient and economical than
entering into separate forward contracts for each currency held
in a Portfolio. No Portfolio may engage in "speculative"
currency exchange transactions.

At the maturity of a forward contract to deliver a
particular currency, a Portfolio may either sell the portfolio
security related to such contract and make delivery of the
currency, or it may retain the security and either acquire the
currency on the spot market or terminate its contractual
obligation to deliver the currency by purchasing an offsetting
contract with the same currency trader obligating it to purchase
on the same maturity date the same amount of the currency.

It is impossible to forecast with absolute precision the
market value of portfolio securities at the expiration of a
forward contract. Accordingly, it may be necessary for a
Portfolio to purchase additional currency on the spot market (and
bear the expense of such purchase) if the market value of the
security is less than the amount of currency the Portfolio is
obligated to deliver and if a decision is made to sell the
security and make delivery of the currency. Conversely, it may
be necessary to sell on the spot market some of the currency
received upon the sale of the portfolio security if its market
value exceeds the amount of currency a Portfolio is obligated to
deliver.

If a Portfolio retains the portfolio security and engages in
an offsetting transaction, the Portfolio will incur a gain or a
loss to the extent that there has been movement in forward
contract prices. If a Portfolio engages in an offsetting
transaction, it may subsequently enter into a new forward
contract to sell the currency. Should forward prices decline
during the period between a Portfolio's entering into a forward
contract for the sale of a currency and the date it enters into
an offsetting contract for the purchase of the currency, the
Portfolio will realize a gain to the extent the price of the
currency it has agreed to sell exceeds the price of the currency
it has agreed to purchase. Should forward prices increase, a
Portfolio will suffer a loss to the extent the price of the
currency it has agreed to purchase exceeds the price of the
currency it has agreed to sell. A default on the contract would
deprive the Portfolio of unrealized profits or force the
Portfolio to cover its commitments for purchase or sale of
currency, if any, at the current market price.

Hedging against a decline in the value of a currency does
not eliminate fluctuations in the prices of portfolio securities
or prevent losses if the prices of such securities decline. Such
transactions also preclude the opportunity for gain if the value
of the hedged currency should rise. Moreover, it may not be
possible for a Portfolio to hedge against a devaluation that is
so generally anticipated that the Portfolio is not able to
contract to sell the currency at a price above the devaluation
level it anticipates. The cost to a Portfolio of engaging in
currency exchange transactions varies with such factors as the
currency involved, the length of the contract period, and
prevailing

<PAGE> 13
market conditions. Since currency exchange transactions are
usually conducted on a principal basis, no fees or commissions
are involved.

Synthetic Foreign Money Market Positions. International
Portfolio may invest in money market instruments denominated in
foreign currencies. In addition to, or in lieu of, such direct
investment, International Portfolio may construct a synthetic
foreign money market position by (a) purchasing a money market
instrument denominated in one currency, generally U.S. dollars,
and (b) concurrently entering into a forward contract to deliver
a corresponding amount of that currency in exchange for a
different currency on a future date and at a specified rate of
exchange. For example, a synthetic money market position in
Japanese yen could be constructed by purchasing a U.S. dollar
money market instrument, and entering concurrently into a forward
contract to deliver a corresponding amount of U.S. dollars in
exchange for Japanese yen on a specified date and at a specified
rate of exchange. Because of the availability of a variety of
highly liquid short-term U.S. dollar money market instruments, a
synthetic money market position utilizing such U.S. dollar
instruments may offer greater liquidity than direct investment in
foreign currency money market instruments. The result of a
direct investment in a foreign currency and a concurrent
construction of a synthetic position in such foreign currency, in
terms of both income yield and gain or loss from changes in
currency exchange rates, in general should be similar, but would
not be identical because the components of the alternative
investments would not be identical. Except to the extent a
synthetic foreign money market position consists of a money
market instrument denominated in a foreign currency, the
synthetic foreign money market position shall not be deemed a
"foreign security" for purposes of the policy that, under normal
conditions, International Portfolio will invest at least 65% of
its total assets in foreign securities.

LENDING OF PORTFOLIO SECURITIES

Subject to restriction (5) under Investment Restrictions in
this Statement of Additional Information, each Portfolio may lend
its portfolio securities to broker-dealers and banks. Any such
loan must be continuously secured by collateral in cash or cash
equivalents maintained on a current basis in an amount at least
equal to the market value of the securities loaned by the
Portfolio. The Portfolio would continue to receive the
equivalent of the interest or dividends paid by the issuer on the
securities loaned, and would also receive an additional return
that may be in the form of a fixed fee or a percentage of the
collateral. The Portfolio would have the right to call the loan
and obtain the securities loaned at any time on notice of not
more than five business days. The Portfolio would not have the
right to vote the securities during the existence of the loan but
would call the loan to permit voting of the securities if, in the
Adviser's judgment, a material event requiring a shareholder vote
would otherwise occur before the loan was repaid. In the event
of bankruptcy or other default of the borrower, the Portfolio
could experience both delays in liquidating the loan collateral
or recovering the loaned securities and losses, including (a)
possible decline in the value of the collateral or in the value
of the securities loaned during the period while the Portfolio
seeks to enforce its rights thereto, (b) possible subnormal
levels of income and lack of access to income during this period,
and (c) expenses of enforcing its rights.

<PAGE> 14
WHEN-ISSUED AND DELAYED-DELIVERY SECURITIES; REVERSE REPURCHASE
AGREEMENTS

Each Portfolio may purchase securities on a when-issued or
delayed-delivery basis. Although the payment and interest terms
of these securities are established at the time a Portfolio
enters into the commitment, the securities may be delivered and
paid for a month or more after the date of purchase, when their
value may have changed. The Portfolios make such commitments
only with the intention of actually acquiring the securities, but
may sell the securities before settlement date if the Adviser
deems it advisable for investment reasons. No Portfolio
currently intends to make commitments to purchase when-issued
securities in excess of 5% of its net assets. International
Portfolio may utilize spot and forward foreign currency exchange
transactions to reduce the risk inherent in fluctuations in the
exchange rate between one currency and another when securities
are purchased or sold on a when-issued or delayed-delivery basis.

Each Portfolio may enter into reverse repurchase agreements
with banks and securities dealers. A reverse repurchase
agreement is a repurchase agreement in which a Portfolio is the
seller of, rather than the investor in, securities and agrees to
repurchase them at an agreed-upon time and price. Use of a
reverse repurchase agreement may be preferable to a regular sale
and later repurchase of securities because it avoids certain
market risks and transaction costs.

At the time a Portfolio enters into a binding obligation to
purchase securities on a when-issued basis or enters into a
reverse repurchase agreement, liquid assets (cash, U.S.
Government securities or other "high-grade" debt obligations) of
the Portfolio having a value at least as great as the purchase
price of the securities to be purchased will be segregated on the
books of the Portfolio and held by the custodian throughout the
period of the obligation. The use of these investment
strategies, as well as borrowing under a line of credit as
described below, may increase net asset value fluctuation.

SHORT SALES "AGAINST THE BOX"

Each Portfolio may sell securities short against the box;
that is, enter into short sales of securities that it currently
owns or has the right to acquire through the conversion or
exchange of other securities that it owns at no additional cost.
A Portfolio may make short sales of securities only if at all
times when a short position is open the Portfolio owns at least
an equal amount of such securities or securities convertible into
or exchangeable for securities of the same issue as, and equal in
amount to, the securities sold short, at no additional cost.

In a short sale against the box, a Portfolio does not
deliver from its portfolio the securities sold. Instead, the
Portfolio borrows the securities sold short from a broker-dealer
through which the short sale is executed, and the broker-dealer
delivers such securities, on behalf of the Portfolio, to the
purchaser of such securities. The Portfolio is required to pay
to the broker-dealer the amount of any dividends paid on shares
sold short. Finally, to secure its obligation to deliver to such
broker-dealer the securities sold short, the Portfolio must
deposit and continuously maintain in a separate account with the
Portfolio's custodian an equivalent amount of the securities sold
short

<PAGE> 15
or securities convertible into or exchangeable for such
securities at no additional cost. A Portfolio is said to have a
short position in the securities sold until it delivers to the
broker-dealer the securities sold. A Portfolio may close out a
short position by purchasing on the open market and delivering to
the broker-dealer an equal amount of the securities sold short,
rather than by delivering portfolio securities.

Short sales may protect a Portfolio against the risk of
losses in the value of its portfolio securities because any
unrealized losses with respect to such portfolio securities
should be wholly or partially offset by a corresponding gain in
the short position. However, any potential gains in such
portfolio securities should be wholly or partially offset by a
corresponding loss in the short position. The extent to which
such gains or losses are offset will depend upon the amount of
securities sold short relative to the amount the Portfolio owns,
either directly or indirectly, and, in the case where the
Portfolio owns convertible securities, changes in the conversion
premium.

Short sale transactions involve certain risks. If the price
of the security sold short increases between the time of the
short sale and the time a Portfolio replaces the borrowed
security, the Portfolio will incur a loss and if the price
declines during this period, the Portfolio will realize a short-
term capital gain. Any realized short-term capital gain will be
decreased, and any incurred loss increased, by the amount of
transaction costs and any premium, dividend or interest which the
Portfolio may have to pay in connection with such short sale.
Certain provisions of the Internal Revenue Code may limit the
degree to which a Portfolio is able to enter into short sales.
There is no limitation on the amount of each Portfolio's assets
that, in the aggregate, may be deposited as collateral for the
obligation to replace securities borrowed to effect short sales
and allocated to segregated accounts in connection with short
sales. Balanced Portfolio may invest up to 20% of its total
assets in short sales against the box; no other Portfolio will
invest more than 5% of its total assets in short sales against
the box.

RULE 144A SECURITIES

Each Portfolio may purchase securities that have been
privately placed but that are eligible for purchase and sale
under Rule 144A under the 1933 Act. That Rule permits certain
qualified institutional buyers, such as the Portfolio, to trade
in privately placed securities that have not been registered for
sale under the 1933 Act. The Adviser, under the supervision of
the Board of Trustees, will consider whether securities purchased
under Rule 144A are illiquid and thus subject to the Portfolio's
restriction of investing no more than 15% of its net assets in
illiquid securities. A determination of whether a Rule 144A
security is liquid or not is a question of fact. In making this
determination, the Adviser will consider the trading markets for
the specific security, taking into account the unregistered
nature of a Rule 144A security. In addition, the Adviser could
consider the (1) frequency of trades and quotes, (2) number of
dealers and potential purchasers, (3) dealer undertakings to make
a market, and (4) nature of the security and of marketplace
trades (e.g., the time needed to dispose of the security, the
method of soliciting offers, and the mechanics of transfer). The
liquidity of Rule 144A securities would be monitored and if, as a
result of changed conditions, it is determined that a Rule 144A
security is no longer liquid, the Portfolio's holdings of
illiquid securities would be reviewed to determine what, if any,
steps are required to

<PAGE> 16
assure that the Portfolio does not invest more than 15% of its
assets in illiquid securities. Investing in Rule 144A securities
could have the effect of increasing the amount of a Portfolio's
assets invested in illiquid securities if qualified institutional
buyers are unwilling to purchase such securities. No Portfolio
expects to invest as much as 5% of its total assets in Rule 144A
securities that have not been deemed to be liquid by the Adviser.
(See restriction (n) under Investment Restrictions.)

LINE OF CREDIT

Subject to restriction (6) under Investment Restrictions in
this Statement of Additional Information, each Portfolio may
establish and maintain a line of credit with a major bank in
order to permit borrowing on a temporary basis to meet share
redemption requests in circumstances in which temporary borrowing
may be preferable to liquidation of portfolio securities.

PORTFOLIO TURNOVER

Although the Portfolios do not purchase securities with a
view to rapid turnover, there are no limitations on the length of
time that portfolio securities must be held. At times, Special
Portfolio may invest for short-term capital appreciation.
Portfolio turnover can occur for a number of reasons such as
general conditions in the securities markets, more favorable
investment opportunities in other securities, or other factors
relating to the desirability of holding or changing a portfolio
investment. Because of the Portfolios' flexibility of investment
and emphasis on growth of capital, they may have greater
portfolio turnover than that of mutual funds that have primary
objectives of income or maintenance of a balanced investment
position. The future turnover rate may vary greatly from year to
year. A high rate of portfolio turnover in a Portfolio, if it
should occur, would result in increased transaction expenses,
which must be borne by that Portfolio. High portfolio turnover
may also result in the realization of capital gains or losses
and, to the extent net short-term capital gains are realized, any
distributions resulting from such gains will be considered
ordinary income for federal income tax purposes. (See Risks and
Investment Considerations and Distributions and Income Taxes in
each Fund's Prospectus, and Additional Income Tax Considerations
in this Statement of Additional Information.)

OPTIONS ON SECURITIES AND INDEXES

Each Portfolio may purchase and sell put options and call
options on securities, indexes or foreign currencies in
standardized contracts traded on recognized securities exchanges,
boards of trade, or similar entities, or quoted on NASDAQ. Each
Portfolio may purchase agreements, sometimes called cash puts,
that may accompany the purchase of a new issue of bonds from a
dealer.

An option on a security (or index) is a contract that gives
the purchaser (holder) of the option, in return for a premium,
the right to buy from (call) or sell to (put) the seller (writer)
of the option the security underlying the option (or the cash
value of the index) at a specified exercise price at any time
during the term of the option (normally not exceeding nine
months). The writer of an option on an individual security or on
a foreign currency has the obligation upon exercise of the option
to deliver the

<PAGE> 17
underlying security or foreign currency upon payment of the
exercise price or to pay the exercise price upon delivery of the
underlying security or foreign currency. Upon exercise, the
writer of an option on an index is obligated to pay the
difference between the cash value of the index and the exercise
price multiplied by the specified multiplier for the index
option. (An index is designed to reflect specified facets of a
particular financial or securities market, a specific group of
financial instruments or securities, or certain economic
indicators.)

A Portfolio will write call options and put options only if
they are "covered." For example, in the case of a call option on
a security, the option is "covered" if the Portfolio owns the
security underlying the call or has an absolute and immediate
right to acquire that security without additional cash
consideration (or, if additional cash consideration is required,
cash or cash equivalents in such amount are held in a segregated
account by its custodian) upon conversion or exchange of other
securities held in its portfolio.

If an option written by a Portfolio expires, the Portfolio
realizes a capital gain equal to the premium received at the time
the option was written. If an option purchased by a Portfolio
expires, the Portfolio realizes a capital loss equal to the
premium paid.

Prior to the earlier of exercise or expiration, an option
may be closed out by an offsetting purchase or sale of an option
of the same series (type, exchange, underlying security or index,
exercise price, and expiration). There can be no assurance,
however, that a closing purchase or sale transaction can be
effected when a Portfolio desires.

A Portfolio will realize a capital gain from a closing
purchase transaction if the cost of the closing option is less
than the premium received from writing the option, or, if it is
more, the Portfolio will realize a capital loss. If the premium
received from a closing sale transaction is more than the premium
paid to purchase the option, the Portfolio will realize a capital
gain or, if it is less, the Portfolio will realize a capital
loss. The principal factors affecting the market value of a put
or a call option include supply and demand, interest rates, the
current market price of the underlying security or index in
relation to the exercise price of the option, the volatility of
the underlying security or index, and the time remaining until
the expiration date.

A put or call option purchased by a Portfolio is an asset of
the Portfolio, valued initially at the premium paid for the
option. The premium received for an option written by a
Portfolio is recorded as a deferred credit. The value of an
option purchased or written is marked-to-market daily and is
valued at the closing price on the exchange on which it is traded
or, if not traded on an exchange or no closing price is
available, at the mean between the last bid and asked prices.

Risks Associated with Options on Securities and Indexes.
There are several risks associated with transactions in options.
For example, there are significant differences between the
securities markets, the currency markets, and the options markets
that could result in an imperfect correlation between these
markets, causing a given

<PAGE> 18
transaction not to achieve its objectives. A decision as to
whether, when and how to use options involves the exercise of
skill and judgment, and even a well-conceived transaction may be
unsuccessful to some degree because of market behavior or
unexpected events.

There can be no assurance that a liquid market will exist
when a Portfolio seeks to close out an option position. If a
Portfolio were unable to close out an option that it had
purchased on a security, it would have to exercise the option in
order to realize any profit or the option would expire and become
worthless. If a Portfolio were unable to close out a covered
call option that it had written on a security, it would not be
able to sell the underlying security until the option expired.
As the writer of a covered call option on a security, a Portfolio
foregoes, during the option's life, the opportunity to profit
from increases in the market value of the security covering the
call option above the sum of the premium and the exercise price
of the call.

If trading were suspended in an option purchased or written
by a Portfolio, the Portfolio would not be able to close out the
option. If restrictions on exercise were imposed, the Portfolio
might be unable to exercise an option it has purchased.

FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS

Each Portfolio may use interest rate futures contracts,
index futures contracts, and foreign currency futures contracts.
An interest rate, index or foreign currency futures contract
provides for the future sale by one party and purchase by another
party of a specified quantity of a financial instrument or the
cash value of an index /2/ at a specified price and time. A
public market exists in futures contracts covering a number of
indexes (including, but not limited to: the Standard & Poor's 500
Index, the Value Line Composite Index, and the New York Stock
Exchange Composite Index) as well as financial instruments
(including, but not limited to: U.S. Treasury bonds, U.S.
Treasury notes, Eurodollar certificates of deposit, and foreign
currencies). Other index and financial instrument futures
contracts are available and it is expected that additional
futures contracts will be developed and traded.

The Portfolios may purchase and write call and put futures
options. Futures options possess many of the same
characteristics as options on securities, indexes and foreign
currencies (discussed above). A futures option gives the holder
the right, in return for the premium paid, to assume a long
position (call) or short position (put) in a futures contract at
a specified exercise price at any time during the period of the
option. Upon exercise of a call option, the holder acquires a
long position in the futures contract and the writer is assigned
the opposite short position. In the case of a put option, the
opposite is true. A Portfolio might, for example, use futures
contracts to hedge against or gain exposure to fluctuations in
the general level of stock prices,
- ----------------
/2/ A futures contract on an index is an agreement pursuant to
which two parties agree to take or make delivery of an amount of
cash equal to the difference between the value of the index at
the close of the last trading day of the contract and the price
at which the index contract was originally written. Although the
value of a securities index is a function of the value of certain
specified securities, no physical delivery of those securities is
made.
- ---------------

<PAGE> 19
anticipated changes in interest rates or currency fluctuations
that might adversely affect either the value of the Portfolio's
securities or the price of the securities that the Portfolio
intends to purchase. Although other techniques could be used to
reduce or increase that Portfolio's exposure to stock price,
interest rate and currency fluctuations, the Portfolio may be
able to achieve its exposure more effectively and perhaps at a
lower cost by using futures contracts and futures options.

Each Portfolio will only enter into futures contracts and
futures options that are standardized and traded on an exchange,
board of trade, or similar entity, or quoted on an automated
quotation system.

The success of any futures transaction depends on the
Adviser correctly predicting changes in the level and direction
of stock prices, interest rates, currency exchange rates and
other factors. Should those predictions be incorrect, a
Portfolio's return might have been better had the transaction not
been attempted; however, in the absence of the ability to use
futures contracts, the Adviser might have taken portfolio actions
in anticipation of the same market movements with similar
investment results but, presumably, at greater transaction costs.

When a purchase or sale of a futures contract is made by a
Portfolio, the Portfolio is required to deposit with its
custodian (or broker, if legally permitted) a specified amount of
cash or U.S. Government securities or other securities acceptable
to the broker ("initial margin"). The margin required for a
futures contract is set by the exchange on which the contract is
traded and may be modified during the term of the contract. The
initial margin is in the nature of a performance bond or good
faith deposit on the futures contract, which is returned to the
Portfolio upon termination of the contract, assuming all
contractual obligations have been satisfied. A Portfolio expects
to earn interest income on its initial margin deposits. A
futures contract held by a Portfolio is valued daily at the
official settlement price of the exchange on which it is traded.
Each day the Portfolio pays or receives cash, called "variation
margin," equal to the daily change in value of the futures
contract. This process is known as "marking-to-market."
Variation margin paid or received by a Portfolio does not
represent a borrowing or loan by the Portfolio but is instead
settlement between the Portfolio and the broker of the amount one
would owe the other if the futures contract had expired at the
close of the previous day. In computing daily net asset value,
each Portfolio will mark-to-market its open futures positions.

Each Portfolio is also required to deposit and maintain
margin with respect to put and call options on futures contracts
written by it. Such margin deposits will vary depending on the
nature of the underlying futures contract (and the related
initial margin requirements), the current market value of the
option, and other futures positions held by the Portfolio.

Although some futures contracts call for making or taking
delivery of the underlying securities, usually these obligations
are closed out prior to delivery by offsetting purchases or sales
of matching futures contracts (same exchange, underlying security
or index, and delivery month). If an offsetting purchase price
is less than the

<PAGE> 20
original sale price, the Portfolio engaging in the transaction
realizes a capital gain, or if it is more, the Portfolio realizes
a capital loss. Conversely, if an offsetting sale price is more
than the original purchase price, the Portfolio engaging in the
transaction realizes a capital gain, or if it is less, the
Portfolio realizes a capital loss. The transaction costs must
also be included in these calculations.

RISKS ASSOCIATED WITH FUTURES

There are several risks associated with the use of futures
contracts and futures options. A purchase or sale of a futures
contract may result in losses in excess of the amount invested in
the futures contract. In trying to increase or reduce market
exposure, there can be no guarantee that there will be a
correlation between price movements in the futures contract and
in the portfolio exposure sought. In addition, there are
significant differences between the securities and futures
markets that could result in an imperfect correlation between the
markets, causing a given transaction not to achieve its
objectives. The degree of imperfection of correlation depends on
circumstances such as: variations in speculative market demand
for futures, futures options and the related securities,
including technical influences in futures and futures options
trading and differences between the securities market and the
securities underlying the standard contracts available for
trading. For example, in the case of index futures contracts,
the composition of the index, including the issuers and the
weighting of each issue, may differ from the composition of the
Portfolio's portfolio, and, in the case of interest rate futures
contracts, the interest rate levels, maturities, and
creditworthiness of the issues underlying the futures contract
may differ from the financial instruments held in the Portfolio's
portfolio. A decision as to whether, when and how to use futures
contracts involves the exercise of skill and judgment, and even a
well-conceived transaction may be unsuccessful to some degree
because of market behavior or unexpected stock price or interest
rate trends.

Futures exchanges may limit the amount of fluctuation
permitted in certain futures contract prices during a single
trading day. The daily limit establishes the maximum amount that
the price of a futures contract may vary either up or down from
the previous day's settlement price at the end of the current
trading session. Once the daily limit has been reached in a
futures contract subject to the limit, no more trades may be made
on that day at a price beyond that limit. The daily limit
governs only price movements during a particular trading day and
therefore does not limit potential losses because the limit may
work to prevent the liquidation of unfavorable positions. For
example, futures prices have occasionally moved to the daily
limit for several consecutive trading days with little or no
trading, thereby preventing prompt liquidation of positions and
subjecting some holders of futures contracts to substantial
losses. Stock index futures contracts are not normally subject
to such daily price change limitations.

There can be no assurance that a liquid market will exist at
a time when a Portfolio seeks to close out a futures or futures
option position. The Portfolio would be exposed to possible loss
on the position during the interval of inability to close, and
would continue to be required to meet margin requirements until
the position is closed. In addition, many of the contracts
discussed above are relatively new

<PAGE> 21
instruments without a significant trading history. As a result,
there can be no assurance that an active secondary market will
develop or continue to exist.

LIMITATIONS ON OPTIONS AND FUTURES

If other options, futures contracts, or futures options of
types other than those described herein are traded in the future,
each Portfolio may also use those investment vehicles, provided
the Board of Trustees determines that their use is consistent
with the Portfolio's investment objective.

A Portfolio will not enter into a futures contract or
purchase an option thereon if, immediately thereafter, the
initial margin deposits for futures contracts held by that
Portfolio plus premiums paid by it for open futures option
positions, less the amount by which any such positions are "in-
the-money," /3/ would exceed 5% of the Portfolio's total assets.

When purchasing a futures contract or writing a put option
on a futures contract, a Portfolio must maintain with its
custodian (or broker, if legally permitted) cash or cash
equivalents (including any margin) equal to the market value of
such contract. When writing a call option on a futures contract,
the Portfolio similarly will maintain with its custodian cash or
cash equivalents (including any margin) equal to the amount by
which such option is in-the-money until the option expires or is
closed out by the Portfolio.

A Portfolio may not maintain open short positions in futures
contracts, call options written on futures contracts or call
options written on indexes if, in the aggregate, the market value
of all such open positions exceeds the current value of the
securities in its portfolio, plus or minus unrealized gains and
losses on the open positions, adjusted for the historical
relative volatility of the relationship between the portfolio and
the positions. For this purpose, to the extent the Portfolio has
written call options on specific securities in its portfolio, the
value of those securities will be deducted from the current
market value of the securities portfolio.

In order to comply with Commodity Futures Trading Commission
Regulation 4.5 and thereby avoid being deemed a "commodity pool
operator," each Portfolio will use commodity futures or commodity
options contracts solely for bona fide hedging purposes within
the meaning and intent of Regulation 1.3(z), or, with respect to
positions in commodity futures and commodity options contracts
that do not come within the meaning and intent of 1.3(z), the
aggregate initial margin and premiums required to establish such
positions will not exceed 5% of the fair market value of the
assets of a Portfolio, after taking into account unrealized
profits and unrealized losses on any such contracts it has
entered into [in the case of an option that is in-the-money at
the time of purchase, the in-the-money amount (as defined in
Section 190.01(x) of the Commission Regulations) may be excluded
in computing such 5%].
- -------------
/3/ A call option is "in-the-money" if the value of the futures
contract that is the subject of the option exceeds the exercise
price. A put option is "in-the-money" if the exercise price
exceeds the value of the futures contract that is the subject of
the option.
- --------------

<PAGE> 22
As long as a Fund continues to sell its shares in certain
states, the options and futures transactions of its corresponding
Portfolio will also be subject to certain non-fundamental
investment restrictions set forth under Investment Restrictions
in this Statement of Additional Information.

TAXATION OF OPTIONS AND FUTURES

If a Portfolio exercises a call or put option that it holds,
the premium paid for the option is added to the cost basis of the
security purchased (call) or deducted from the proceeds of the
security sold (put). For cash settlement options and futures
options exercised by a Portfolio, the difference between the cash
received at exercise and the premium paid is a capital gain or
loss.

If a call or put option written by a Portfolio is exercised,
the premium is included in the proceeds of the sale of the
underlying security (call) or reduces the cost basis of the
security purchased (put). For cash settlement options and
futures options written by a Portfolio, the difference between
the cash paid at exercise and the premium received is a capital
gain or loss.

Entry into a closing purchase transaction will result in
capital gain or loss. If an option written by a Portfolio was
in-the-money at the time it was written and the security covering
the option was held for more than the long-term holding period
prior to the writing of the option, any loss realized as a result
of a closing purchase transaction will be long-term. The holding
period of the securities covering an in-the-money option will not
include the period of time the option is outstanding.

If a Portfolio writes an equity call option /4/ other than a
"qualified covered call option," as defined in the Internal
Revenue Code, any loss on such option transaction, to the extent
it does not exceed the unrealized gains on the securities
covering the option, may be subject to deferral until the
securities covering the option have been sold.

A futures contract held until delivery results in capital
gain or loss equal to the difference between the price at which
the futures contract was entered into and the settlement price on
the earlier of delivery notice date or expiration date. If a
Portfolio delivers securities under a futures contract, the
Portfolio also realizes a capital gain or loss on those
securities.

For federal income tax purposes, a Portfolio generally is
required to recognize as income for each taxable year its net
unrealized gains and losses as of the end of the year on futures,
futures options and non-equity options positions ("year-end mark-
to-market"). Generally, any gain or loss recognized with respect
to such positions (either
- -----------
/4/ An equity option is defined to mean any option to buy or sell
stock, and any other option the value of which is determined by
reference to an index of stocks of the type that is ineligible to
be traded on a commodity futures exchange (e.g., an option
contract on a sub-index based on the price of nine hotel-casino
stocks). The definition of equity option excludes options on
broad-based stock indexes (such as the Standard & Poor's 500
index).
- -----------

<PAGE> 23
by year-end mark-to-market or by actual closing of the positions)
is considered to be 60% long-term and 40% short-term, without
regard to the holding periods of the contracts. However, in the
case of positions classified as part of a "mixed straddle," the
recognition of losses on certain positions (including options,
futures and futures options positions, the related securities and
certain successor positions thereto) may be deferred to a later
taxable year. Sale of futures contracts or writing of call
options (or futures call options) or buying put options (or
futures put options) that are intended to hedge against a change
in the value of securities held by a Portfolio: (1) will affect
the holding period of the hedged securities; and (2) may cause
unrealized gain or loss on such securities to be recognized upon
entry into the hedge.

If a Portfolio were to enter into a short index future,
short index futures option or short index option position and the
Portfolio's portfolio were deemed to "mimic" the performance of
the index underlying such contract, the option or futures
contract position and the Portfolio's stock positions would be
deemed to be positions in a mixed straddle, subject to the above-
mentioned loss deferral rules.

In order for a Portfolio to continue to qualify for federal
income tax treatment as a regulated investment company, at least
90% of its gross income for a taxable year must be derived from
qualifying income; i.e., dividends, interest, income derived from
loans of securities, and gains from the sale of securities or
foreign currencies, or other income (including but not limited to
gains from options, futures, or forward contracts). In addition,
gains realized on the sale or other disposition of securities
held for less than three months must be limited to less than 30%
of the Portfolio's annual gross income. Any net gain realized
from futures (or futures options) contracts will be considered
gain from the sale of securities and therefore be qualifying
income for purposes of the 90% requirement. In order to avoid
realizing excessive gains on securities held less than three
months, the Portfolio may be required to defer the closing out of
certain positions beyond the time when it would otherwise be
advantageous to do so.

Each Fund distributes to shareholders annually any net
capital gains that have been recognized for federal income tax
purposes (including year-end mark-to-market gains) on options and
futures transactions. Such distributions are combined with
distributions of capital gains realized on the other investments,
and shareholders are advised of the nature of the payments.

INVESTMENT RESTRICTIONS

The Funds and the Portfolios operate under the following
investment restrictions. No Fund or Portfolio may:

(1) with respect to 75% of its total assets, invest more
than 5% of its total assets, taken at market value at the time of
a particular purchase, in the securities of a single issuer,
except for securities issued or guaranteed by the Government of
the U.S. or any of its agencies or instrumentalities or
repurchase agreements for such securities, and [Funds only]
except that all or substantially all of the assets of the Fund
may be invested in another registered investment company having
the same investment objective and substantially similar
investment policies as the Fund;

<PAGE> 24
(2) acquire more than 10%, taken at the time of a particular
purchase, of the outstanding voting securities of any one issuer,
[Funds only] except that all or substantially all of the assets
of the Fund may be invested in another registered investment
company having the same investment objective and substantially
similar investment policies as the Fund;

(3) act as an underwriter of securities, except insofar as
it may be deemed an underwriter for purposes of the Securities
Act of 1933 on disposition of securities acquired subject to
legal or contractual restrictions on resale, [Funds only] except
that all or substantially all of the assets of the Fund may be
invested in another registered investment company having the same
investment objective and substantially similar investment
policies as the Fund;

(4) purchase or sell real estate (although it may purchase
securities secured by real estate or interests therein, or
securities issued by companies which invest in real estate or
interests therein), commodities, or commodity contracts, except
that it may enter into (a) futures and options on futures and (b)
forward contracts;

(5) make loans, although it may (a) lend portfolio
securities and participate in an interfund lending program with
other Stein Roe Funds and Portfolios provided that no such loan
may be made if, as a result, the aggregate of such loans would
exceed 33 1/3% of the value of its total assets (taken at market
value at the time of such loans); (b) purchase money market
instruments and enter into repurchase agreements; and (c) acquire
publicly-distributed or privately-placed debt securities;

(6) borrow except that it may (a) borrow for non-leveraging,
temporary or emergency purposes, (b) engage in reverse repurchase
agreements and make other borrowings, provided that the
combination of (a) and (b) shall not exceed 33 1/3% of the value
of its total assets (including the amount borrowed) less
liabilities (other than borrowings) or such other percentage
permitted by law, and (c) enter into futures and options
transactions; it may borrow from banks, other Stein Roe Funds and
Portfolios, and other persons to the extent permitted by
applicable law;

(7) invest in a security if more than 25% of its total
assets (taken at market value at the time of a particular
purchase) would be invested in the securities of issuers in any
particular industry, except that this restriction does not apply
to securities issued or guaranteed by the U.S. Government or its
agencies or instrumentalities, and [Funds only] except that all
or substantially all of the assets of the Fund may be invested in
another registered investment company having the same investment
objective and substantially similar investment policies as the
Fund; or

(8) issue any senior security except to the extent permitted
under the Investment Company Act of 1940.

The above restrictions (other than bracketed portions
thereof and, in the case of Advisor Special Fund and Special
Portfolio, other than restrictions 1 and 2) are fundamental
policies and may not be changed without the approval of a
"majority of the outstanding voting securities" as defined above.
The Funds and the Portfolios (and, in

<PAGE> 25
the case of Advisor Special Fund and Special Portfolio, together
with restrictions 1 and 2 above) are also subject to the
following non-fundamental restrictions and policies, which may be
changed by the Board of Trustees. None of the following
restrictions shall prevent a Fund from investing all or
substantially all of its assets in another investment company
having the same investment objective and substantially the same
investment policies as the Fund. No Fund or Portfolio may:

(a) invest in any of the following: (i) interests in oil,
gas, or other mineral leases or exploration or development
programs (except readily marketable securities, including but not
limited to master limited partnership interests, that may
represent indirect interests in oil, gas, or other mineral
exploration or development programs); (ii) puts, calls,
straddles, spreads, or any combination thereof (except that it
may enter into transactions in options, futures, and options on
futures); (iii) shares of other open-end investment companies,
except in connection with a merger, consolidation, acquisition,
or reorganization; and (iv) limited partnerships in real estate
unless they are readily marketable;

(b) invest in companies for the purpose of exercising
control or management;

(c) purchase more than 3% of the stock of another investment
company or purchase stock of other investment companies equal to
more than 5% of the its total assets (valued at time of purchase)
in the case of any one other investment company and 10% of such
assets (valued at time of purchase) in the case of all other
investment companies in the aggregate; any such purchases are to
be made in the open market where no profit to a sponsor or dealer
results from the purchase, other than the customary broker's
commission, except for securities acquired as part of a merger,
consolidation or acquisition of assets;

(d) purchase or hold securities of an issuer if 5% of the
securities of such issuer are owned by those officers, trustees,
or directors of the Trust or of its investment adviser, who each
own beneficially more than 1/2 of 1% of the securities of that
issuer;

(e) mortgage, pledge, or hypothecate its assets, except as
may be necessary in connection with permitted borrowings or in
connection with options, futures, and options on futures;

(f) invest more than 5% of its net assets (valued at time of
purchase) in warrants, nor more than 2% of its net assets in
warrants that are not listed on the New York or American Stock
Exchange or [Advisor International Fund and International
Portfolio only] a recognized foreign exchange;

(g) write an option on a security unless the option is
issued by the Options Clearing Corporation, an exchange, or
similar entity;

(h) [all Funds and Portfolios except Advisor International
Fund and International Portfolio] invest more than 25% of its
total assets (valued at time of purchase) in securities of
foreign issuers (other than securities represented by American
Depositary Receipts (ADRs) or securities guaranteed by a U.S.
person);

<PAGE> 26
(i) buy or sell an option on a security, a futures contract,
or an option on a futures contract unless the option, the futures
contract, or the option on the futures contract is offered
through the facilities of a recognized securities association or
listed on a recognized exchange or similar entity;

(j) purchase a put or call option if the aggregate premiums
paid for all put and call options exceed 20% of its net assets
(less the amount by which any such positions are in-the-money),
excluding put and call options purchased as closing transactions;

(k) purchase securities on margin (except for use of short-
term credits as are necessary for the clearance of transactions),
or sell securities short unless (i) it owns or has the right to
obtain securities equivalent in kind and amount to those sold
short at no added cost or (ii) the securities sold are "when
issued" or "when distributed" securities which it expects to
receive in a recapitalization, reorganization, or other exchange
for securities the it contemporaneously owns or has the right to
obtain and provided that transactions in options, futures, and
options on futures are not treated as short sales;

(l) invest more than 5% of its total assets (taken at
market value at the time of a particular investment) in
securities of issuers (other than issuers of federal agency
obligations or securities issued or guaranteed by any foreign
country or asset-backed securities) that, together with any
predecessors or unconditional guarantors, have been in continuous
operation for less than three years ("unseasoned issuers");

(m) [all Funds and Portfolios except Advisor International
Fund and International Portfolio] invest more than 5% of its
total assets (taken at market value at the time of a particular
investment) in restricted securities, other than securities
eligible for resale pursuant to Rule 144A under the Securities
Act of 1933; [Advisor International Fund and International
Portfolio only] invest more than 10% of its total assets (taken
at market value at the time of a particular investment) in
restricted securities, other than securities eligible for resale
pursuant to Rule 144A under the Securities Act of 1933;

(n) invest more than 15% of its total assets (taken at
market value at the time of a particular investment) in
restricted securities and securities of unseasoned issuers; or

(o) invest more than 15% of its net assets (taken at market
value at the time of a particular investment) in illiquid
securities, including repurchase agreements maturing in more than
seven days.

Notwithstanding the foregoing investment restrictions,
International Portfolio may purchase securities pursuant to the
exercise of subscription rights, subject to the condition that
such purchase will not result in International Portfolio's
ceasing to be a diversified investment company. Far Eastern and
European corporations frequently issue additional capital stock
by means of subscription rights offerings to existing
shareholders at a price substantially below the market price of
the shares. The failure to exercise such rights would result in
International Portfolio's interest in the issuing company being
diluted. The market for such rights is not well developed in all
cases and, accordingly, International Portfolio may not always
realize full value on the sale

<PAGE> 27
of rights. The exception applies in cases where the limits set
forth in the investment restrictions would otherwise be exceeded
by exercising rights or would have already been exceeded as a
result of fluctuations in the market value of International
Portfolio's portfolio securities with the result that
International Portfolio would be forced either to sell securities
at a time when it might not otherwise have done so, to forego
exercising the rights.

ADDITIONAL INVESTMENT CONSIDERATIONS

The Adviser seeks to provide superior long-term investment
results through a disciplined, research-intensive approach to
investment selection and prudent risk management. In working to
build wealth for generations, it has been guided by three primary
objectives which it believes are the foundation of a successful
investment program. These objectives are preservation of
capital, limited volatility through managed risk, and consistent
above-average returns, as appropriate for the particular client
or managed account. Because every investor's needs are
different, Stein Roe mutual funds are designed to accommodate
different investment objectives, risk tolerance levels, and time
horizons. In selecting a mutual fund, investors should ask the
following questions:

What are my investment goals?
It is important to a choose a fund that has investment objectives
compatible with your investment goals.

What is my investment time frame?
If you have a short investment time frame (e.g., less than three
years), a mutual fund that seeks to provide a stable share price,
such as a money market fund, or one that seeks capital
preservation as one of its objectives may be appropriate. If you
have a longer investment time frame, you may seek to maximize
your investment returns by investing in a mutual fund that offers
greater yield or appreciation potential in exchange for greater
investment risk.

What is my tolerance for risk?
All investments, including those in mutual funds, have risks
which will vary depending on investment objective and security
type. However, mutual funds seek to reduce risk through
professional investment management and portfolio diversification.

In general, equity mutual funds emphasize long-term capital
appreciation and tend to have more volatile net asset values than
bond or money market mutual funds. Although there is no
guarantee that they will be able to maintain a stable net asset
value of $1.00 per share, money market funds emphasize safety of
principal and liquidity, but tend to offer lower income potential
than bond funds. Bond funds tend to offer higher income
potential than money market funds but tend to have greater risk
of principal and yield volatility.

In addition, the Adviser believes that investment in a high
yield fund provides an opportunity to diversify an investment
portfolio because the economic factors that

<PAGE> 28
affect the performance of high-yield, high-risk debt securities
differ from those that affect the performance of high-quality
debt securities or equity securities.

PURCHASES AND REDEMPTIONS

Purchases and redemptions are discussed in each Prospectus
under the headings How to Purchase Shares, How to Redeem Shares,
and Net Asset Value, and that information is incorporated herein
by reference. It is the responsibility of any investment
dealers, banks, or other institutions, including retirement
plans, through whom you purchase or redeem shares to establish
procedures insuring the prompt transmission to Advisor Trust of
any such purchase order.

The net asset value of each Fund and each Portfolio is
determined on days on which the New York Stock Exchange (the
"NYSE") is open for trading. The NYSE is regularly closed on
Saturdays and Sundays and on New Year's Day, the third Monday in
February, Good Friday, the last Monday in May, Independence Day,
Labor Day, Thanksgiving, and Christmas. If one of these holidays
falls on a Saturday or Sunday, the NYSE will be closed on the
preceding Friday or the following Monday, respectively. Net
asset value will not be determined on days when the NYSE is
closed unless, in the judgment of the Board of Trustees, net
asset value of a Fund should be determined on any such day, in
which case the determination will be made at 3:00 p.m., Chicago
time.

Advisor Trust intends to pay all redemptions in cash and is
obligated to redeem shares solely in cash up to the lesser of
$250,000 or one percent of the net assets of Advisor Trust during
any 90-day period for any one shareholder. However, redemptions
in excess of such limit may be paid wholly or partly by a
distribution in kind of securities. If redemptions were made in
kind, the redeeming shareholders might incur transaction costs in
selling the securities received in the redemptions.

Due to the relatively high cost of maintaining smaller
accounts, Advisor Trust reserves the right to redeem shares in
any account for their then-current value (which will be promptly
paid to the investor) if at any time the shares in the account do
not have a value of at least $1,000. An investor will be
notified that the value of his account is less than that minimum
and allowed at least 30 days to bring the value of the account up
to at least $1,000 before the redemption is processed. The
Agreement and Declaration of Trust also authorizes Advisor Trust
to redeem shares under certain other circumstances as may be
specified by the Board of Trustees.

Advisor Trust reserves the right to suspend or postpone
redemptions of shares of any Fund during any period when: (a)
trading on the NYSE is restricted, as determined by the
Securities and Exchange Commission, or the NYSE is closed for
other than customary weekend and holiday closings; (b) the
Securities and Exchange Commission has by order permitted such
suspension; or (c) an emergency, as determined by the Securities
and Exchange Commission, exists, making disposal of portfolio
securities or valuation of net assets of such Fund not reasonably
practicable.

<PAGE> 29
MANAGEMENT

The following table sets forth certain information with
respect to the trustees and officers of Advisor Trust:

<TABLE>
<CAPTION>
POSITION(S) HELD PRINCIPAL OCCUPATION(S)
NAME AGE WITH THE TRUST DURING PAST FIVE YEARS
<S> <C> <C> <C>

Gary A. Anetsberger 41 Senior Vice-President Chief Financial Officer of the Mutual Funds
(4) division of Stein Roe & Farnham Incorporated (the
"Adviser"); senior vice president of the Adviser
since April, 1996; vice president of the Adviser
prior thereto

Timothy K. Armour 48 President; Trustee President of the Mutual Funds division of the
(1)(2)(4) Adviser and director of the Adviser since June,
1992; senior vice president and director of
marketing of Citibank Illinois prior thereto

Jilaine Hummel Bauer 41 Executive Vice-President; General counsel and secretary of the Adviser since
(4) Secretary November 1995; senior vice president of the Adviser
since April, 1992; vice president of the Adviser
prior thereto

Bruno Bertocci 42 Vice-President Vice president of Colonial Management Associates,
Inc. since January, 1996; senior vice president of
the Adviser since May, 1995; global equity portfolio
manager with Rockefeller & Co. prior thereto

Kenneth L. Block 76 Trustee Chairman emeritus of A. T. Kearney, Inc.
(3)(4) (international management consultants)

William W. Boyd (2) 70 Trustee Chairman and director of Sterling Plumbing Group,
(3) Inc. (manufacturer of plumbing products) since
1992; chairman, president, and chief executive
officer of Sterling Plumbing Group, Inc. prior
thereto

David P. Brady 32 Vice-President Vice president of the Adviser since November, 1995;
portfolio manager for the Adviser since 1993;
equity investment analyst, State Farm Mutual
Automobile Insurance Company prior thereto

Thomas W. Butch 40 Vice-President Senior vice president of the Adviser since
September, 1994; first vice president, corporate
communications, of Mellon Bank Corporation prior
thereto

Daniel K. Cantor 37 Vice-President Senior vice president of the Adviser

Lindsay Cook (1)(4) 44 Trustee Senior vice president of Liberty Financial
Companies, Inc. (the indirect parent of the
Adviser)

Philip J. Crosley 50 Vice-President Senior Vice President of the Adviser since
February, 1996; Vice President, Institutional
Sales-Advisor Sales, Invesco Funds Group prior
thereto

E. Bruce Dunn 62 Vice-President Senior vice president of the Adviser

<PAGE> 30
Erik P. Gustafson 33 Vice-President Senior portfolio manager of the Adviser; senior
vice president of the Adviser since April, 1996;
vice president of the Adviser from May, 1994 to
April, 1996; associate of the Adviser from April,
1992 to May, 1994; associate attorney with Fowler
White Burnett Hurley Banick & Strickroot prior
thereto

Douglas A. Hacker 41 Trustee Senior vice president and chief financial officer,
(3)(4) United Airlines, since July, 1994; senior vice
president - Finance, United Airlines, February, 1993
to July, 1994; vice president, American Airlines
prior thereto

David P. Harris 32 Vice-President Vice president of Colonial Management Associates,
Inc. since January, 1996; vice president of the
Adviser since May, 1995; global equity portfolio
manager with Rockefeller & Co. prior thereto

Harvey B. Hirschhorn 47 Vice-President Executive vice president, chief economist, and
investment strategist of the Adviser; director of
research of the Adviser, 1991 to 1995

Janet Langford Kelly 39 Trustee Senior Vice President, Secretary and General
(3)(4) Counsel, Sara Lee Corporation (branded, packaged,
consumer-products manufacturer), since 1995;
partner, Sidley & Austin (law firm), 1991 through
1994

Eric S. Maddix 33 Vice-President Vice president of the Adviser since November, 1995;
portfolio manager or research assistant for the
Adviser since 1987

Lynn C. Maddox 56 Vice-President Senior vice president of the Adviser

Anne E. Marcel 39 Vice-President Vice president of the Adviser since April, 1996;
manager, Mutual Fund Sales & Services of the
Adviser since October, 1994; supervisor of the
Counselor Department of the Adviser from October,
1992 to October, 1994; vice president of Selected
Financial Services prior thereto

Francis W. Morley 76 Trustee Chairman of Employer Plan Administrators and
(3)(4) Consultants Co. (designer, administrator, and
communicator of employee benefit plans)

Charles R. Nelson 54 Trustee Van Voorhis Professor of Political Economy,
(3)(4) Department of Economics of the University of
Washington

Nicolette D. Parrish 47 Vice-President; Senior compliance administrator and assistant
(4) Assistant Secretary secretary of the Adviser since November, 1995;
senior legal assistant for the Adviser prior
thereto

Richard B. Peterson 56 Vice-President Senior vice president of the Adviser since June,
1991; officer of State Farm Investment Management
Corporation prior thereto

<PAGE> 31
Cynthia A. Prah (4) 34 Vice-President Manager of Shareholder Transaction Processing for
the Adviser

Sharon R. Robertson 35 Controller Accounting manager for the Adviser's Mutual Funds
(4) division

Janet B. Rysz (4) 41 Assistant Secretary Senior compliance administrator and assistant
secretary of the Adviser

Gloria J. Santella 39 Vice-President Senior vice president of the Adviser since
November, 1995; vice president of the Adviser from
January, 1992 to November, 1995; associate of the
Adviser prior thereto

Thomas P. Sorbo 36 Vice-President Senior vice president of the Adviser since January,
1994; vice president of the Adviser from September,
1992 to December, 1993; associate of Travelers
Insurance Company prior thereto

Thomas C. Theobald 59 Trustee Managing partner, William Blair Capital Partners
(3)(4) (private equity fund) since 1994; chief executive
officer and chairman of the Board of Directors of
Continental Bank Corporation, 1987-1994

Heidi J. Walter (4) 29 Vice-President Legal counsel for the Adviser since March, 1995;
associate with Beeler Schad & Diamond, P.C., prior
thereto

Hans P. Ziegler (4) 55 Executive Vice-President Chief executive officer of the Adviser since May,
1994; president of the Investment Counsel division
of the Adviser from July, 1993 to June, 1994;
president and chief executive officer, Pitcairn
Financial Management Group prior thereto

Margaret O. Zwick(4) 30 Treasurer Compliance manager for the Adviser's Mutual Funds
division since August 1995; compliance accountant,
January 1995 to July 1995; section manager, January
1994 to January 1995; supervisor, February 1990 to
December 1993
</TABLE>
_________________________
(1) Trustee who is an "interested person" of Advisor Trust and of
the Adviser, as defined in the Investment Company Act of
1940.
(2) Member of the Executive Committee of the Board of Trustees,
which is authorized to exercise all powers of the Board with
certain statutory exceptions.
(3) Member of the Audit Committee of the Board, which makes
recommendations to the Board regarding the selection of
auditors and confers with the auditors regarding the scope
and results of the audit.
(4) This person holds the corresponding officer or trustee
position with the Base Trust.

Certain of the trustees and officers of Advisor Trust and
Base Trust are trustees or officers of other investment companies
managed by the Adviser. Mr. Armour, Ms. Bauer, and Mr. Cook are
vice presidents of the Fund's distributor, Liberty Securities
Corporation. The address of Mr. Block is 11 Woodley Road,
Winnetka, Illinois 60093; that of Mr. Boyd is 2900 Golf Road,
Rolling Meadows, Illinois 60008; that of Mr. Cook is 600 Atlantic
Avenue, Boston, Massachusetts 02210; that of Mr. Hacker is P.O.
Box 66100, Chicago, IL 60666; that of Ms. Kelly is Three First
National Plaza, Chicago, Illinois 60602; that of Mr. Morley is 20
North Wacker Drive, Suite 2275, Chicago, Illinois 60606; that of
Mr. Nelson is Department of Economics, University of Washington,
Seattle, Washington 98195; that of Mr. Theobald is Suite 3300,
222 West Adams Street, Chicago, IL 60606; that of Messrs.
Bertocci, Cantor, and Harris is 1330 Avenue of the

<PAGE> 32
Americas, New York, New York 10019; and that of the other
officers is One South Wacker Drive, Chicago, Illinois 60606.

Officers and trustees affiliated with the Adviser serve
without any compensation from Advisor Trust. In compensation for
their services to Advisor Trust, trustees who are not "interested
persons" of Advisor Trust or the Adviser are paid an annual
retainer of $8,000 (divided equally among the series of Advisor
Trust) plus an attendance fee from each series for each meeting
of the Board or standing committee thereof attended at which
business for that series is conducted. The attendance fees
(other than for a Nominating Committee meeting) are based on each
series' net assets as of the preceding December 31. For a series
with net assets of less than $50 million, the fee is $50 per
meeting; with $51 to $250 million, the fee is $200 per meeting;
with $251 million to $500 million, $350; with $501 million to
$750 million, $500; with $751 million to $1 billion, $650; and
with over $1 billion in net assets, $800. For Advisor High Yield
Fund and any other series of Advisor Trust participating in the
master fund/feeder fund structure, the trustees' attendance fee
is paid solely by the master portfolio. Each non-interested
trustee also receives $500 from Advisor Trust for attending each
meeting of the Nominating Committee. Advisor Trust has no
retirement or pension plan. The following table sets forth
compensation paid to the trustees by the Stein Roe Fund complex
during the year ended September 30, 1996:

Total Compensation from
Name of Trustee the Stein Roe Fund Complex*
- ------------------ --------------------------
Timothy K. Armour -0-
Lindsay Cook -0-
Douglas A. Hacker $11,650
Thomas C. Theobald 11,650
Kenneth L. Block 81,817
William W. Boyd 88,317
Francis W. Morley 82,017
Charles R. Nelson 88,317
Gordon R. Worley 82,217
_______________
* During this period, the Stein Roe Fund Complex consisted of
the six series of Stein Roe Income Trust, four series of Stein
Roe Municipal Trust, eight series of Stein Roe Investment Trust,
and one series of Base Trust. Messrs. Hacker and Theobald were
elected trustees on June 18, 1996; Mr. Worley retired as a
trustee on December 31, 1996; and Ms. Kelly became a trustee on
January 1, 1997.

PRINCIPAL SHAREHOLDERS

As of the date of this Statement of Additional Information,
each Fund had only one shareholder, _____, which held ___ shares
of each Fund.

INVESTMENT ADVISORY SERVICES

Stein Roe & Farnham Incorporated provides administrative
services to each Fund and each Portfolio and portfolio management
services to each Portfolio. The Adviser is a wholly owned
subsidiary of SteinRoe Services Inc. ("SSI"), the Funds' transfer
agent, which is a wholly owned subsidiary of Liberty Financial
Companies,

<PAGE> 33
Inc. ("Liberty Financial"), which is a majority owned subsidiary
of LFC Holdings, Inc., which is a wholly owned subsidiary of
Liberty Mutual Equity Corporation, which is a wholly owned
subsidiary of Liberty Mutual Insurance Company. Liberty Mutual
Insurance Company is a mutual insurance company, principally in
the property/casualty insurance field, organized under the laws
of Massachusetts in 1912.

The directors of the Adviser are Kenneth R. Leibler, C.
Allen Merritt, Jr., Timothy K. Armour, and Hans P. Ziegler. Mr.
Leibler is President and Chief Executive Officer of Liberty
Financial; Mr. Merritt is Senior Vice President and Treasurer of
Liberty Financial; Mr. Armour is President of the Adviser's
Mutual Funds division; and Mr. Ziegler is Chief Executive Officer
of the Adviser. The business address of Messrs. Leibler and
Merritt is Federal Reserve Plaza, Boston, Massachusetts 02210;
and that of Messrs. Armour and Ziegler is One South Wacker Drive,
Chicago, Illinois 60606.

The Adviser and its predecessor have been providing
investment advisory services since 1932. The Adviser acts as
investment adviser to wealthy individuals, trustees, pension and
profit sharing plans, charitable organizations, and other
institutional investors. As of June 30, 1996, the Adviser
managed over $24.7 billion in assets: over $7.4 billion in
equities and over $17.3 billion in fixed-income securities
(including $1.2 billion in municipal securities). The $24.7
billion in managed assets included over $7 billion held by open-
end mutual funds managed by the Adviser (approximately 16% of the
mutual fund assets were held by clients of the Adviser). These
mutual funds were owned by over 189,000 shareholders. The $7
billion in mutual fund assets included over $660 million in over
38,000 IRA accounts. In managing those assets, the Adviser
utilizes a proprietary computer-based information system that
maintains and regularly updates information for approximately
6,500 companies. The Adviser also monitors over 1,400 issues via
a proprietary credit analysis system. At June 30, 1996, the
Adviser employed approximately 16 research analysts and 32
account managers. The average investment-related experience of
these individuals was 20 years.

Please refer to the description of the Adviser, the
management and administrative agreements, fees, expense
limitations, and transfer agency services under Management and
Fee Table in each Prospectus, which is incorporated herein by
reference.

The Adviser provides office space and executive and other
personnel to the Funds, and bears any sales or promotional
expenses. Each Fund pays all expenses other than those paid by
the Adviser, including but not limited to printing and postage
charges and securities registration and custodian fees and
expenses incidental to its organization.

Each Fund's administrative agreement provides that the
Adviser shall reimburse the Fund to the extent that total annual
expenses of the Fund (including fees paid to the Adviser, but
excluding taxes, interest, commissions and other normal charges
incident to the purchase and sale of portfolio securities, and
expenses of litigation to the extent permitted under applicable
state law) exceed the applicable limits prescribed by any state
in which shares of the Fund are being offered for sale to the
public; provided, however, the Adviser is not required to
reimburse a Fund an

<PAGE> 34
amount in excess of fees paid by the Fund under that agreement
for such year. In addition, in the interest of further limiting
expenses of a Fund, the Adviser may voluntarily waive its
management fee and/or absorb certain expenses for a Fund, as
described under Fee Table in its Prospectus. Any such
reimbursement will enhance the yield of such Fund.

Each Portfolio's management agreement provides that neither
the Adviser, nor any of its directors, officers, stockholders (or
partners of stockholders), agents, or employees shall have any
liability to Advisor Trust or any shareholder of Advisor Trust
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 the Adviser of its duties under the agreement,
except for liability resulting from willful misfeasance, bad
faith or gross negligence on its part in the performance of its
duties or from reckless disregard by it of its obligations and
duties under the agreement.

Any expenses that are attributable solely to the
organization, operation, or business of a Fund shall be paid
solely out of that Fund's assets. Any expenses incurred by
Advisor Trust that are not solely attributable to a particular
Fund are apportioned in such manner as the Adviser determines is
fair and appropriate, unless otherwise specified by the Board of
Trustees.

BOOKKEEPING AND ACCOUNTING AGREEMENT

Pursuant to a separate agreement with Advisor Trust, the
Adviser receives a fee for performing certain bookkeeping and
accounting services for each Fund. For these services, the
Adviser receives an annual fee of $25,000 per Fund plus .0025 of
1% of average net assets over $50 million.

DISTRIBUTOR

Shares of each Fund are distributed by Liberty Securities
Corporation ("LSC") under a Distribution Agreement as described
under Management in each Prospectus, which is incorporated herein
by reference. The Distribution Agreement continues in effect
from year to year, provided such continuance is approved annually
(i) by a majority of the trustees or by a majority of the
outstanding voting securities of Advisor Trust, and (ii) by a
majority of the trustees who are not parties to the Agreement or
interested persons of any such party. Advisor Trust has agreed
to pay all expenses in connection with registration of its shares
with the Securities and Exchange Commission and auditing and
filing fees in connection with registration of its shares under
the various state blue sky laws and assumes the cost of
preparation of prospectuses and other expenses.

As agent, LSC offers shares of each Fund to investors in
states where the shares are qualified for sale, at net asset
value, without sales commissions or other sales load to the
investor. LSC offers the Funds' shares only on a best-efforts
basis.

The trustees of Advisor Trust have adopted a plan pursuant
to Rule 12b-1 under the Investment Company Act of 1940 (the
"Plan"). The Plan provides that, as

<PAGE> 35
compensation for the promotion and distribution of shares of the
Funds including its expenses related to the sale and promotion of
Fund shares, the Distributor receives from each Fund a fee at an
annual rate of 0.25% of its average daily net assets. The
Distributor generally pays this amount to institutions that
distribute Fund shares and provide services to each Fund and its
shareholders. Those institutions may use the payments for, among
other purposes, compensating employees engaged in sales and/or
shareholder servicing. The amount of fees paid by a Fund during
any year may be more or less than the cost of distribution or
other services provided to the Fund. NASD rules limit the amount
of annual distribution fees that may be paid by a mutual fund and
impose a ceiling on the cumulative distribution fees paid.
Advisor Trust's Plan complies with those rules.

TRANSFER AGENT

SSI performs certain transfer agency services for Advisor
Trust, as described under Management in each Prospectus. For
performing these services, SSI receives from each Fund a fee
based on an annual rate of 0.05% of the Fund's average net
assets. Advisor Trust believes the charges by SSI to the Funds
are comparable to those of other companies performing similar
services. (See Investment Advisory Services.)

CUSTODIAN

State Street Bank and Trust Company (the "Bank"), 225
Franklin Street, Boston, Massachusetts 02101, is the custodian
for Advisor Trust and Base Trust. It is responsible for holding
all securities and cash, receiving and paying for securities
purchased, delivering against payment securities sold, receiving
and collecting income from investments, making all payments
covering expenses, and performing other administrative duties,
all as directed by authorized persons. The custodian does not
exercise any supervisory function in such matters as purchase and
sale of portfolio securities, payment of dividends, or payment of
expenses.

Portfolio securities purchased in the U.S. are maintained in
the custody of the Bank or of other domestic banks or
depositories. Portfolio securities purchased outside of the U.S.
are maintained in the custody of foreign banks and trust
companies that are members of the Bank's Global Custody Network
and foreign depositories ("foreign sub-custodians"). Each of the
domestic and foreign custodial institutions holding portfolio
securities has been approved by the Board of Trustees in
accordance with regulations under the Investment Company Act of
1940.

The Board of Trustees of each Trust reviews, at least
annually, whether it is in the best interest of each Portfolio,
each Fund, and its shareholders to maintain assets in each of the
countries in which it invests with particular foreign sub-
custodians in such countries, pursuant to contracts between such
respective foreign sub-custodians and the Bank. The review
includes an assessment of the risks of holding assets in any such
country (including risks of expropriation or imposition of
exchange controls), the operational capability and reliability of
each such foreign sub-custodian, and the impact of local laws on
each such custody arrangement. The Board of Trustees is aided

<PAGE> 36
in its review by the Bank, which has assembled the network of
foreign sub-custodians utilized, as well as by the Adviser and
counsel. However, with respect to foreign sub-custodians, there
can be no assurance that a Fund, and the value of its shares,
will not be adversely affected by acts of foreign governments,
financial or operational difficulties of the foreign sub-
custodians, difficulties and costs of obtaining jurisdiction
over, or enforcing judgments against, the foreign sub-custodians,
or application of foreign law to foreign sub-custodial
arrangements. Accordingly, an investor should recognize that the
non-investment risks involved in holding assets abroad are
greater than those associated with investing in the United
States.

The Portfolios may invest in obligations of the custodian
and may purchase or sell securities from or to the custodian.

INDEPENDENT PUBLIC ACCOUNTANTS

The independent public accountants for each Fund and each
Portfolio are Arthur Andersen LLP, 33 West Monroe Street,
Chicago, Illinois 60603. The accountants audit and report on the
annual financial statements, review certain regulatory reports
and the federal income tax returns, and perform other
professional accounting, auditing, tax and advisory services when
engaged to do so by a Trust.

PORTFOLIO TRANSACTIONS

The Adviser places the orders for the purchase and sale of
each Portfolio's portfolio securities and options and futures
contracts. The Adviser's overriding objective in effecting
portfolio transactions is to seek to obtain the best combination
of price and execution. The best net price, giving effect to
brokerage commissions, if any, and other transaction costs,
normally is an important factor in this decision, but a number of
other judgmental factors may also enter into the decision. These
include: the Adviser's knowledge of negotiated commission rates
currently available and other current transaction costs; the
nature of the security being traded; the size of the transaction;
the desired timing of the trade; the activity existing and
expected in the market for the particular security;
confidentiality; the execution, clearance and settlement
capabilities of the broker or dealer selected and others which
are considered; the Adviser's knowledge of the financial
stability of the broker or dealer selected and such other brokers
or dealers; and the Adviser's knowledge of actual or apparent
operational problems of any broker or dealer. Recognizing the
value of these factors, a Portfolio may pay a brokerage
commission in excess of that which another broker or dealer may
have charged for effecting the same transaction. Evaluations of
the reasonableness of brokerage commissions, based on the
foregoing factors, are made on an ongoing basis by the Adviser's
staff while effecting portfolio transactions. The general level
of brokerage commissions paid is reviewed by the Adviser, and
reports are made annually to the Board of Trustees.

With respect to issues of securities involving brokerage
commissions, when more than one broker or dealer is believed to
be capable of providing the best combination of price and
execution with respect to a particular portfolio transaction for
a

<PAGE> 37
Portfolio, the Adviser often selects a broker or dealer that has
furnished it with research products or services such as research
reports, subscriptions to financial publications and research
compilations, compilations of securities prices, earnings,
dividends, and similar data, and computer data bases, quotation
equipment and services, research-oriented computer software and
services, and services of economic and other consultants.
Selection of brokers or dealers is not made pursuant to an
agreement or understanding with any of the brokers or dealers;
however, the Adviser uses an internal allocation procedure to
identify those brokers or dealers who provide it with research
products or services and the amount of research products or
services they provide, and endeavors to direct sufficient
commissions generated by its clients' accounts in the aggregate,
including the Portfolios, to such brokers or dealers to ensure
the continued receipt of research products or services the
Adviser feels are useful. In certain instances, the Adviser
receives from brokers and dealers products or services that are
used both as investment research and for administrative,
marketing, or other non-research purposes. In such instances,
the Adviser makes a good faith effort to determine the relative
proportions of such products or services which may be considered
as investment research. The portion of the costs of such
products or services attributable to research usage may be
defrayed by the Adviser (without prior agreement or
understanding, as noted above) through brokerage commissions
generated by transactions by clients (including the Portfolios),
while the portions of the costs attributable to non-research
usage of such products or services is paid by the Adviser in
cash. No person acting on behalf of a Portfolio is authorized,
in recognition of the value of research products or services, to
pay a commission in excess of that which another broker or dealer
might have charged for effecting the same transaction. Research
products or services furnished by brokers and dealers may be used
in servicing any or all of the clients of the Adviser and not all
such research products or services are used in connection with
the management of the Portfolios.

With respect to a Portfolio's purchases and sales of
portfolio securities transacted with a broker or dealer on a net
basis, the Adviser may also consider the part, if any, played by
the broker or dealer in bringing the security involved to the
Adviser's attention, including investment research related to the
security and provided to the Portfolio.

Advisor Trust and Base Trust have arranged for the custodian
to act as a soliciting dealer to accept any fees available to the
custodian as a soliciting dealer in connection with any tender
offer for portfolio securities. The custodian will credit any
such fees received against its custodial fees. In addition, the
Board of Trustees has reviewed the legal developments pertaining
to and the practicability of attempting to recapture underwriting
discounts or selling concessions when portfolio securities are
purchased in underwritten offerings. However, the Board has been
advised by counsel that recapture by a mutual fund currently is
not permitted under the Rules of Fair Practice of the National
Association of Securities Dealers.

<PAGE> 38
ADDITIONAL INCOME TAX CONSIDERATIONS

Each Fund and each Portfolio intend to comply with the
special provisions of the Internal Revenue Code that relieve it
of federal income tax to the extent of its net investment income
and capital gains currently distributed to shareholders.

Because dividend and capital gain distributions reduce net
asset value, a shareholder who purchases shares shortly before a
record date will, in effect, receive a return of a portion of his
investment in such distribution. The distribution would
nonetheless be taxable to him, even if the net asset value of
shares were reduced below his cost. However, for federal income
tax purposes the shareholder's original cost would continue as
his tax basis.

Each Fund expects that less than 100% of its dividends will
qualify for the deduction for dividends received by corporate
shareholders.

To the extent a Portfolio invests in foreign securities, it
may be subject to withholding and other taxes imposed by foreign
countries. Tax treaties between certain countries and the United
States may reduce or eliminate such taxes. Investors may be
entitled to claim U.S. foreign tax credits with respect to such
taxes, subject to certain provisions and limitations contained in
the Code. Specifically, if more than 50% its total assets at the
close of any fiscal year consist of stock or securities of
foreign corporations, the Portfolio may file an election with the
Internal Revenue Service pursuant to which shareholders of the
Fund will be required to (i) include in ordinary gross income (in
addition to taxable dividends actually received) their pro rata
shares of foreign income taxes paid even though not actually
received, (ii) treat such respective pro rata shares as foreign
income taxes paid by them, and (iii) deduct such pro rata shares
in computing their taxable incomes, or, alternatively, use them
as foreign tax credits, subject to applicable limitations,
against their United States income taxes. Shareholders who do
not itemize deductions for federal income tax purposes will not,
however, be able to deduct their pro rata portion of foreign
taxes paid by the Fund, although such shareholders will be
required to include their share of such taxes in gross income.
Shareholders who claim a foreign tax credit may be required to
treat a portion of dividends received from the Fund as separate
category income for purposes of computing the limitations on the
foreign tax credit available to such shareholders. Tax-exempt
shareholders will not ordinarily benefit from this election
relating to foreign taxes. Each year, the Fund will notify
shareholders of the amount of (i) each shareholder's pro rata
share of foreign income taxes paid by the Fund and (ii) the
portion of Fund dividends which represents income from each
foreign country, if the Fund qualifies to pass along such credit.

Passive Foreign Investment Companies. International
Portfolio may purchase the securities of certain foreign
investment funds or trusts called passive foreign investment
companies ("PFICs"). In addition to bearing their proportionate
share of International Portfolio's expenses (management fees and
operating expenses), shareholders will also indirectly bear
similar expenses of PFICs. Capital gains on the sale of PFIC
holdings will be deemed to be ordinary income regardless of how
long International

<PAGE> 39
Portfolio holds its investment. In addition, International
Portfolio may be subject to corporate income tax and an interest
charge on certain dividends and capital gains earned from PFICs,
regardless of whether such income and gains are distributed to
shareholders.

In accordance with tax regulations, International Portfolio
intends to treat PFICs as sold on the last day of International
Portfolio's fiscal year and recognize any gains for tax purposes
at that time; losses will not be recognized. Such gains will be
considered ordinary income which International Portfolio will be
required to distribute even though it has not sold the security
and received cash to pay such distributions.

INVESTMENT PERFORMANCE

A Fund may quote certain total return figures from time to
time. A "Total Return" on a per share basis is the amount of
dividends distributed per share plus or minus the change in the
net asset value per share for a period. A "Total Return
Percentage" may be calculated by dividing the value of a share at
the end of a period by the value of the share at the beginning of
the period and subtracting one. For a given period, an "Average
Annual Total Return" may be computed by finding the average
annual compounded rate that would equate a hypothetical initial
amount invested of $1,000 to the ending redeemable value.

n
Average Annual Total Return is computed as follows: ERV = P(1+T)

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 at the
end of the period (or fractional portion thereof).

The Funds commenced operations on _____, 1997 and, as of the
date of this Statement of Additional Information, have no past
performance. However, seven mutual funds that are series of
Stein Roe Investment Trust, each of which has a name similar to a
Fund, the same investment objective, and substantially the same
investment policies as that Fund (each a "Corresponding Fund"),
also invest in the seven Portfolios described herein. The
following information shows the total return for each
Corresponding Fund. The Corresponding Funds have a different fee
structure than the Funds (and do not pay 12b-1 fees). Had these
fees been reflected, the total returns shown below would have
been lower. The average annual returns for the Corresponding
Funds as of September 30, 1996 were as follows:

TOTAL RETURN AVERAGE ANNUAL
PERCENTAGE TOTAL RETURN
------------ --------------
Stein Roe Growth & Income Fund
1 year 22.67% 22.67%
5 years 107.90 15.76
Life of Fund* 189.30 11.80

<PAGE> 40
Stein Roe Balanced Fund
1 year 14.83 14.83
5 years 67.99 10.93
10 years 173.47 10.58

Stein Roe Growth Stock Fund
1 year 21.04 21.04
5 years 58.40 13.75
10 years 274.49 14.12

Stein Roe Young Investor Fund
1 year 35.55 35.55
Life of Fund* 95.13 31.82

Stein Roe Special Fund
1 year 17.89 17.89
5 years 91.27 13.85
10 years 323.62 15.53

Stein Roe Special Venture Fund
1 year 31.81 31.81
Life of Fund* 67.35 30.22

Stein Roe International Fund
1 year 8.23 8.23
Life of Fund* 13.37 4.98
______________________________________
*Life of Fund is from its date of public offering: 3/23/87 for
Stein Roe Growth & Income Fund, 10/17/94 for Stein Roe Special
Venture Fund, 4/29/94 for Stein Roe Young Investor Fund, and
3/1/94 for Stein Roe International Fund.

Investment performance figures assume reinvestment of all
dividends and distributions and do not take into account any
federal, state, or local income taxes which shareholders must pay
on a current basis. 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 investment performance information
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.

In advertising and sales literature, a Fund may compare its
performance with that of other mutual funds, indexes or averages
of other mutual funds, indexes of related financial assets or
data, and other competing investment and deposit products
available from or through other financial institutions. The
composition of these indexes or averages differs from that of the
Funds. Comparison of a Fund to an alternative investment should
be made with consideration of differences in features and
expected performance.

All of the indexes and averages noted below will be obtained
from the indicated sources or reporting services, which the Funds
believe to be generally accurate. A Fund may also note its
mention or recognition in newspapers, magazines, or other

<PAGE> 41
media from time to time. However, the Funds assume no
responsibility for the accuracy of such data. Newspapers and
magazines which might mention the Funds include, but are not
limited to, the following:

Architectural Digest
Arizona Republic
Atlanta Constitution
Associated Press
Barron's
Bloomberg
Boston Herald
Business Week
Chicago Tribune
Chicago Sun-Times
Cleveland Plain Dealer
CNBC
CNN
Crain's Chicago Business
Consumer Reports
Consumer Digest
Dow Jones Newswire
Fee Advisor
Financial Planning
Financial World
Forbes
Fortune
Fund Action
Fund Decoder
Gourmet
Individual Investor
Investment Adviser
Investment Dealers' Digest
Investor's Business Daily
Kiplinger's Personal Finance Magazine
Knight-Ridder
Lipper Analytical Services
Los Angeles Times
Louis Rukeyser's Wall Street
Money
Morningstar
Mutual Fund Market News
Mutual Fund News Service
Mutual Funds Magazine
Newsweek
The New York Times
No-Load Fund Investor
Pension World
Pensions and Investment
Personal Investor
Physicians Financial News
Jane Bryant Quinn (syndicated column)
The San Francisco Chronicle
Securities Industry Daily
Smart Money
Smithsonian
Strategic Insight
Time
Travel & Leisure
USA Today
U.S. News & World Report
Value Line
The Wall Street Journal
The Washington Post
Working Women
Worth
Your Money

All of the Funds may compare their performance to the
Consumer Price Index (All Urban), a widely recognized measure of
inflation.

Each Fund's performance may be compared to the following
indexes or averages:

Dow-Jones Industrial Average New York Stock Exchange Composite Index
Standard & Poor's 500 Stock Index American Stock Exchange Composite Index
Standard & Poor's 400 Industrials NASDAQ Composite
Wilshire 5000 NASDAQ Industrials
(These indexes are widely (These indexes generally reflect
recognized indicators of the performance of stocks
general U.S. stock market traded in the indicated
results.) markets.)

In addition, the Funds may compare performance as indicated
below:

BENCHMARK FUND(S)
- ------------------------------------- ----------------------------
Lipper Balanced Fund Average Advisor Balanced Fund
Lipper Balanced Fund Index Advisor Balanced Fund
Lipper Equity Fund Average All Funds
Lipper General Equity Fund Average All Funds
Lipper Growth & Income Fund Average Advisor Growth & Income Fund
<PAGE> 42
Lipper Growth & Income Fund Index Advisor Growth & Income Fund
Lipper Growth Fund Average Advisor Growth Stock Fund, Advisor
Young Investor Fund, Advisor
Special Fund
Lipper Growth Fund Index Advisor Growth Stock Fund, Advisor
Young Investor Fund, Advisor
Special Fund
Lipper International & Global Funds Average Advisor International Fund
Lipper International Fund Index Advisor International Fund
Lipper Small Company Growth Fund Average Advisor Special Venture Fund
Lipper Small Company Growth Fund Index Advisor Special Venture Fund
Morningstar All Equity Funds Average Advisor Young Investor Fund,
Advisor International Fund
Morningstar Advisor Balanced Fund Average Advisor Balanced Fund
Morningstar Domestic Stock Average All Funds except Advisor
International Fund
Morningstar Equity Fund Average Advisor Young Investor Fund,
Advisor International Fund
Morningstar General Equity Average* Advisor Young Investor Fund,
Advisor International Fund
Morningstar Growth & Income Fund Average Advisor Growth & Income Fund
Morningstar Growth Fund Average Advisor Growth Stock Fund, Young
Investor Fund, Advisor Special
Fund
Morningstar Hybrid Fund Average Advisor Balanced Fund, Advisor
Young Investor Fund, Advisor
International Fund
Morningstar International Stock Average Advisor International Fund
Morningstar Small Company Growth Fund
Average Advisor Special Venture Fund
Morningstar Total Fund Average All Funds
Morningstar U.S. Diversified Average Advisor Young Investor Fund,
Advisor International Fund
Value Line Index Advisor Special Fund, Advisor
Widely recognized indicator of Special Venture Fund
the performance of small- and medium-
sized company stocks)

The Lipper averages are unweighted averages of total return
performance as classified, calculated, and published by Lipper.
Lipper Growth Fund index reflects the net asset value weighted
total return of the largest thirty growth funds and thirty growth
and income funds, respectively, as calculated and published by
Lipper.

The Lipper and Morningstar averages are unweighted averages
of total return performance of mutual funds as classified,
calculated, and published by these independent services that
monitor the performance of mutual funds. The Funds may also use
comparative performance as computed in a ranking by Lipper or
category averages and rankings provided by another independent
service. Should Lipper or another service reclassify a Fund to a
different category or develop (and place a Fund into) a new
category, that Fund may compare its performance or ranking with
those of other funds in the newly assigned category, as published
by the service.

<PAGE> 43
A Fund may also cite its rating, recognition, or other
mention by Morningstar or any other entity. Morningstar's rating
system is based on risk-adjusted total return performance and is
expressed in a star-rating format. The risk-adjusted number is
computed by subtracting a Fund's risk score (which is a function
of the Fund's monthly returns less the 3-month T-bill return)
from the Fund's load-adjusted total return score. This numerical
score is then translated into rating categories, with the top 10%
labeled five star, the next 22.5% labeled four star, the next 35%
labeled three star, the next 22.5% labeled two star, and the
bottom 10% one star. A high rating reflects either above-average
returns or below-average risk, or both.

Of course, past performance is not indicative of future
results.
________________

To illustrate the historical returns on various types of
financial assets, the Funds may use historical data provided by
Ibbotson Associates, Inc. ("Ibbotson"), a Chicago-based
investment firm. Ibbotson constructs (or obtains) very long-term
(since 1926) total return data (including, for example, total
return indexes, total return percentages, average annual total
returns and standard deviations of such returns) for the
following asset types:

Common stocks
Small company stocks
Long-term corporate bonds
Long-term government bonds
Intermediate-term government bonds
U.S. Treasury bills
Consumer Price Index
_____________________

A Fund may also use hypothetical returns to be used as an
example in a mix of asset allocation strategies. One such
example is reflected in the chart below, which shows the effect
of tax deferral on a hypothetical investment. This chart assumes
that an investor invested $2,000 a year on January 1, for any
specified period, in both a Tax-Deferred Investment and a Taxable
Investment, that both investments earn either 6%, 8% or 10%
compounded annually, and that the investor withdrew the entire
amount at the end of the period. (A tax rate of 39.6% is applied
annually to the Taxable Investment and on the withdrawal of
earnings on the Tax-Deferred Investment.)

TAX-DEFERRED INVESTMENT VS. TAXABLE INVESTMENT

INTEREST RATE 6% 8% 10% 6% 8% 10%
Compounding
Years Tax-Deferred Investment Taxable Investment
30 $124,992 $171,554 $242,340 $109,197 $135,346 $168,852
25 90,053 115,177 150,484 82,067 97,780 117,014
20 62,943 75,543 91,947 59,362 68,109 78,351
15 41,684 47,304 54,099 40,358 44,675 49,514
10 24,797 26,820 29,098 24,453 26,165 28,006
5 11,178 11,613 12,072 11,141 11,546 11,965
1 2,072 2,096 2,121 2,072 2,096 2,121

<PAGE> 44
Dollar Cost Averaging. Dollar cost averaging is an
investment strategy that requires investing a fixed amount of
money in Fund shares at set intervals. This allows you to
purchase more shares when prices are low and fewer shares when
prices are high. Over time, this tends to lower your average
cost per share.

Like any investment strategy, dollar cost averaging can't
guarantee a profit or protect against losses in a steadily
declining market. Dollar cost averaging involves uninterrupted
investing regardless of share price and therefore may not be
appropriate for every investor.

APPENDIX--RATINGS

RATINGS IN GENERAL

A rating of a rating service represents the service's
opinion as to the credit quality of the security being rated.
However, the ratings are general and are not absolute standards
of quality or guarantees as to the creditworthiness of an issuer.
Consequently, the Adviser believes that the quality of debt
securities in which a Fund invests should be continuously
reviewed and that individual analysts give different weightings
to the various factors involved in credit analysis. A rating is
not a recommendation to purchase, sell or hold a security because
it does not take into account market value or suitability for a
particular investor. When a security has received a rating from
more than one service, each rating should be evaluated
independently. Ratings are based on current information
furnished by the issuer or obtained by the rating services from
other sources which they consider reliable. Ratings may be
changed, suspended or withdrawn as a result of changes in or
unavailability of such information, or for other reasons.

The following is a description of the characteristics of
ratings of corporate debt securities used by Moody's Investors
Service, Inc. ("Moody's") and Standard & Poor's Corporation
("S&P").

RATINGS BY MOODY'S

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

Aa. Bonds rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are
generally known as high grade bonds. They are rated lower than
the best bonds because margins of protection may not be as large
as in Aaa bonds or fluctuation of protective elements may be of
greater amplitude or there may be other elements present which
make the long-term risks appear somewhat larger than in Aaa
bonds.

<PAGE> 45
A. Bonds rated A possess many favorable investment attributes
and are to be considered as upper medium grade obligations.
Factors giving security to principal and interest are considered
adequate, but elements may be present which suggest a
susceptibility to impairment sometime in the future.

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

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

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

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

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

NOTE: Moody's applies numerical modifiers 1, 2, and 3 in each
generic rating classification from Aa through B in its corporate
bond rating system. The modifier 1 indicates that the security
ranks in the higher end of its generic rating category; the
modifier 2 indicates a mid-range ranking; and the modifier 3
indicates that the issue ranks in the lower end of its generic
rating category.

RATINGS BY S&P

AAA. Debt rated AAA has the highest rating. Capacity to pay
interest and repay principal is extremely strong.

AA. Debt rated AA has a very strong capacity to pay interest and
repay principal and differs from the highest rated issues only in
small degree.

A. Debt rated A has a strong capacity to pay interest and repay
principal although it is somewhat more susceptible to the adverse
effects of changes in circumstances and economic conditions than
debt in higher rated categories.

BBB. Debt rated BBB is regarded as having an adequate capacity
to pay interest and repay principal. Whereas it normally
exhibits adequate protection parameters, adverse economic
conditions or changing circumstances are more likely to lead to a
weakened capacity to pay interest and repay principal for debt in
this category than for debt in higher rated categories.

<PAGE> 46
BB, B, CCC, CC, and C. Debt rated BB, B, CCC, CC, or C is
regarded, on balance, as predominantly speculative with respect
to capacity to pay interest and repay principal in accordance
with the terms of the obligation. BB indicates the lowest degree
of speculation and C the highest degree of speculation. While
such debt will likely have some quality and protective
characteristics, these are outweighed by large uncertainties or
major risk exposures to adverse conditions.

C1. This rating is reserved for income bonds on which no
interest is being paid.

D. Debt rated D is in default, and payment of interest and/or
repayment of principal is in arrears. The D rating is also used
upon the filing of a bankruptcy petition if debt service payments
are jeopardized.

NOTES:
The ratings from AA to CCC may be modified by the addition of a
plus (+) or minus (-) sign to show relative standing within the
major rating categories. Foreign debt is rated on the same basis
as domestic debt measuring the creditworthiness of the issuer;
ratings of foreign debt do not take into account currency
exchange and related uncertainties.

The "r" is attached to highlight derivative, hybrid, and certain
other obligations that S&P believes may experience high
volatility or high variability in expected returns due to non-
credit risks. Examples of such obligations are: securities whose
principal or interest return is indexed to equities, commodities,
or currencies; certain swaps and options; and interest only and
principal only mortgage securities. The absence of an "r" symbol
should not be taken as an indication that an obligation will
exhibit no volatility or variability in total return.
_______________________

<PAGE> 1

PART C. OTHER INFORMATION

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS.

(a) 1. Financial statements included in Part A of this
Registration Statement: None.

2. Financial statements included in Part B of this Registration
Statement:
(a) Balance sheet as of ____, 1997*
(b) Report of independent auditors*

(b) Exhibits:

1. Agreement and Declaration of Trust.
2. By-Laws of Registrant.
3. None.
4. None.
5. None.
6. Underwriting agreement.*
7. None.
8. Custodian contract.*
9. (a) Transfer agency agreement.*
(b) Administrative agreement.*
(c) Accounting and bookkeeping agreement.*
10. (a) Opinion and consent of Ropes & Gray.*
(b) Opinion and consent of Bell, Boyd & Lloyd.*
11. Consent of Ernst & Young LLP.*
12. None.
13. Form of subscription agreement.*
14. None.
15. None.
16. Inapplicable.
17. Inapplicable.
18. Inapplicable.
19. (Miscellaneous.) Fund Application.*
_____________
* To be filed by amendment.

ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH
REGISTRANT.

The Registrant does not consider that it is directly or indirectly
controlling, controlled by, or under common control with other
persons within the meaning of this Item. See "Investment Advisory
Services," "Management," and "Transfer Agent" in the Statement of
Additional Information, each of which is incorporated herein by
reference.

ITEM 26. NUMBER OF HOLDERS OF SECURITIES.

Number of Record Holders
Title of Series as of December 4, 1996
--------------- -----------------------
Stein Roe Advisor Growth & Income Fund 0
Stein Roe Advisor International Fund 0
Stein Roe Advisor Young Investor Fund 0
Stein Roe Advisor Special Venture Fund 0
Stein Roe Advisor Balanced Fund 0
Stein Roe Advisor Growth Stock Fund 0
Stein Roe Advisor Special Fund 0

ITEM 27. INDEMNIFICATION.

Article VIII 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 persons who serve or
have served at Registrant's request as directors, officers, or
trustees 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 Investment Company Act of 1940 ("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
wilful 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 VIII shall
not protect any person against any liability to Registrant or its
shareholders to which he would otherwise be subject by reason of
wilful misfeasance, bad faith, gross negligence, or reckless
disregard of the duties involved in the conduct of his office.

Unless otherwise permitted under the 1940 Act,

(i) Article VIII does not protect any person against any
liability to Registrant or to its shareholders to which he would
otherwise be subject by reason of wilful misfeasance, bad faith,
gross negligence, or reckless disregard of the duties involved in
the conduct of his office;

(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 to the Registrant or its shareholders
by reason of wilful misfeasance, bad faith, gross negligence, or
reckless disregard of the duties involved in the conduct of his
office, indemnification is permitted under Article VIII if (a)
approved as in the best interest of the Registrant, after notice
that it involves such indemnification, by at least a majority of
the Trustees who are disinterested persons are not "interested
persons" as defined in Section 2(a)(19) of the 1940 Act
("disinterested trustees"), upon determination, based upon a review
of readily available facts (but not a full trial-type inquiry) that
such Covered Person is not liable to the Registrant or its
shareholders by reason of wilful misfeasance, bad faith, gross
negligence, or reckless disregard of the duties involved in the
conduct of such Covered Person's office or (b) there has been
obtained a opinion in writing of independent legal counsel, based
upon a review of readily available facts (but not a full trial-type
inquiry) to the effect that such indemnification would not protect
such Covered Person against any liability to the Trust to which
such Covered Person would otherwise be subject by reason of wilful
misfeasance, bad faith, gross negligence or reckless disregard of
the duties involved in the conduct of his office; and

(iii) Registrant will not advance expenses, including counsel
fees(but excluding amounts paid in satisfaction of judgments,
in compromise or as fines or penalties), incurred by a Covered Person
unless Registrant receives an undertaking by or on behalf of the
Covered Person to repay the advance if it is ultimately determined
that indemnification of such expenses is not authorized by Article
VII and (a) the Covered Person provides security for his
undertaking, or (b) Registrant is insured against losses arising by
reason of such Covered Person's failure to fulfill his undertaking,
or (c) a majority of the disinterested 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 VIII does not
prevent the recovery from any Covered Person of any amount paid to
such Covered Person in accordance with Article VIII as
indemnification if such Covered Person is subsequently adjudicated
by a court of competent jurisdiction to have been liable to the
Trust or its shareholders by reason of wilful misfeasance, bad
faith, gross negligence, or reckless disregard of the duties
involved in the conduct of such Covered Person's office.

Article VIII also provides that its indemnification provisions
are not exclusive.

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment
by Registrant of 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 Act and will be governed by the final
adjudication of such issue.

Registrant, its trustees and officers, its investment adviser, the
other investment companies advised by the adviser, and persons
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 wilful misfeasance, bad faith, gross
negligence, or reckless disregard of the duties involved in the
conduct of his office or (2) protect its investment adviser or
principal underwriter, if any, against any liability to Registrant
or its shareholders to which such person would otherwise be
subject by reason of wilful 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.

Registrant, its trustees, officers, employees and representatives
and each person, if any, who controls the Registrant within the
meaning of Section 15 of the Securities Act of 1933 are
indemnified by the distributor of Registrant's shares (the
"distributor"), pursuant to the terms of the distribution
agreement, which governs the distribution of Registrant's shares,
against any and all losses, liabilities, damages, claims and
expenses arising out of the acquisition of any shares of the
Registrant by any person which (i) may be based upon any wrongful
act by the distributor or any of the distributor's directors,
officers, employees or representatives or (ii) may be based upon
any untrue or alleged untrue statement of a material fact
contained in a registration statement, prospectus, statement of
additional information, shareholder report or other information
covering shares of the Registrant filed or made public by the
Registrant or any amendment thereof or supplement thereto or the
omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statement
therein not misleading if such statement or omission was made in
reliance upon information furnished to the Registrant by the
distributor in writing. In no case does the distributor's
indemnity indemnify an indemnified party against any liability to
which such indemnified party would otherwise be subject by reason
of wilful misfeasance, bad faith, or negligence in the
performance of its or his duties or by reason of its or his
reckless disregard of its or his obligations and duties under the
distribution agreement.

ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER.

The Adviser is a wholly-owned subsidiary of SteinRoe Services Inc.
("SSI"), which in turn is a wholly-owned subsidiary of Liberty
Financial Companies, Inc., which is a majority owned subsidiary of LFC
Holdings, Inc., which in turn is a subsidiary of Liberty Mutual
Equity Corporation, which in turn is a subsidiary of Liberty Mutual
Insurance Company. The Adviser acts as investment adviser to
individuals, trustees, pension and profit-sharing plans, charitable
organizations, and other investors. In addition to Registrant, it
also acts as investment adviser to other investment companies
having different investment policies.

For a two-year business history of officers and directors of the
Adviser, please refer to the Form ADV of Stein Roe & Farnham
Incorporated and to the section of the statement of additional
information (part B) entitled "Investment Advisory Services."

Certain directors and officers of the Adviser also serve and have
during the past two years served in various capacities as
officers, directors, or trustees of SSI and of the Registrant,
Stein Roe Investment Trust, Stein Roe Municipal Trust, SR&F Base
Trust, Stein Roe Income Trust, Stein Roe Institutional Trust, Stein
Roe Trust, SteinRoe Variable Investment Trust and LFC Utilities
Trust, investment companies managed by the Adviser. (The listed
entities are located at One South Wacker Drive, Chicago, Illinois
60606, except for SteinRoe Variable Investment Trust, which is
located at Federal Reserve Plaza, Boston, MA 02210 and LFC Utilities
Trust, which is located at One Financial Center, Boston, MA 02111.)
A list of such capacities is given below.

POSITION FORMERLY
HELD WITHIN
CURRENT POSITION PAST TWO YEARS
------------------- --------------
STEINROE SERVICES INC.
Gary A. Anetsberger Vice President
Timothy K. Armour Vice President
Jilaine Hummel Bauer Vice President; Secretary
Kenneth J. Kozanda Vice President; Treasurer
Kenneth R. Leibler Director
C. Allen Merritt, Jr. Director; Vice President
Hans P. Ziegler Director, President, Vice Chairman
Chairman

SR&F BASE TRUST
Gary A. Anetsberger Senior Vice-President Controller
Timothy K. Armour President; Trustee
Jilaine Hummel Bauer Executive Vice-President;
Secretary Vice-President
Ann H. Benjamin Vice-President
Michael T. Kennedy Vice-President
Lynn C. Maddox Vice-President
Jane M. Naeseth Vice-President
Thomas P. Sorbo Vice-President
Hans P. Ziegler Executive Vice-President

STEIN ROE INCOME TRUST
Gary A. Anetsberger Senior Vice-President Controller
Timothy K. Armour President; Trustee
Jilaine Hummel Bauer Executive V-P; Secretary Vice-President
Ann H. Benjamin Vice-President
Thomas W. Butch Vice-President
Philip J. Crosley Vice-President
Michael T. Kennedy Vice-President
Steven P. Luetger Vice-President
Lynn C. Maddox Vice-President
Anne E. Marcel Vice-President
Jane M. Naeseth Vice-President
Thomas P. Sorbo Vice-President
Hans P. Ziegler Executive Vice-President

STEIN ROE INVESTMENT TRUST
Gary A. Anetsberger Senior Vice-President Controller
Timothy K. Armour President; Trustee
Jilaine Hummel Bauer Executive V-P; Secretary Vice-President
Bruno Bertocci Vice-President
David P. Brady Vice-President
Thomas W. Butch Vice-President
Daniel K. Cantor Vice-President
Philip J. Crosley Vice-President
E. Bruce Dunn Vice-President
Erik P. Gustafson Vice-President
David P. Harris Vice-President
Harvey B. Hirschhorn Vice-President
Alfred F. Kugel Trustee
Eric S. Maddix Vice-President
Lynn C. Maddox Vice-President
Anne E. Marcel Vice-President
Richard B. Peterson Vice-President
Gloria J. Santella Vice-President
Thomas P. Sorbo Vice-President
Hans P. Ziegler Executive Vice-President

STEIN ROE MUNICIPAL TRUST
Gary A. Anetsberger Senior Vice-President Controller
Timothy K. Armour President; Trustee
Jilaine Hummel Bauer Executive V-P; Secretary Vice-President
Thomas W. Butch Vice-President
Joanne T. Costopoulos Vice-President
Philip J. Crosley Vice-President
Lynn C. Maddox Vice-President
Anne E. Marcel Vice-President
M. Jane McCart Vice-President
Thomas P. Sorbo Vice-President
Hans P. Ziegler Executive Vice-President

STEIN ROE TRUST and STEIN ROE ADVISOR TRUST
Gary A. Anetsberger Senior Vice-President
Timothy K. Armour President; Trustee
Jilaine Hummel Bauer Executive V-P; Secretary
Bruno Bertocci Vice-President
David P. Brady Vice-President
Thomas W. Butch Vice-President
Daniel K. Cantor Vice-President
Philip J. Crosley Vice-President
E. Bruce Dunn Vice-President
Erik P. Gustafson Vice-President
David P. Harris Vice-President
Harvey B. Hirschhorn Vice-President
Eric S. Maddix Vice-President
Lynn C. Maddox Vice-President
Anne E. Marcel Vice-President
Richard B. Peterson Vice-President
Gloria J. Santella Vice-President
Thomas P. Sorbo Vice-President
Hans P. Ziegler Executive Vice-President

STEIN ROE INSTITUTIONAL TRUST
Gary A. Anetsberger Senior Vice-President
Timothy K. Armour President; Trustee
Jilaine Hummel Bauer Executive V-P; Secretary
Ann H. Benjamin Vice-President
Thomas W. Butch Vice-President
Philip J. Crosley Vice-President
Michael T. Kennedy Vice-President
Steven P. Luetger Vice-President
Lynn C. Maddox Vice-President
Anne E. Marcel Vice-President
Jane M. Naeseth Vice-President
Thomas P. Sorbo Vice-President
Hans P. Ziegler Executive Vice-President

STEINROE VARIABLE INVESTMENT TRUST
Gary A. Anetsberger Treasurer
Timothy K. Armour Vice President
Jilaine Hummel Bauer Vice President
Ann H. Benjamin Vice President
E. Bruce Dunn Vice President
Erik P. Gustafson Vice President
Harvey B. Hirschhorn Vice President
Michael T. Kennedy Vice President
Jane M. Naeseth Vice President
Richard B. Peterson Vice President

LFC UTILITIES TRUST
Gary A. Anetsberger Vice President
Ophelia L. Barsketis Vice President

ITEM 29. PRINCIPAL UNDERWRITERS.

Registrant's principal underwriter, Liberty Securities
Corporation, is a wholly owned subsidiary of Liberty Investment
Services, Inc., a wholly owned subsidiary of Liberty Financial
Services, Inc. which, in turn, is a wholly owned subsidiary of
Liberty Financial Companies, Inc. Liberty Financial Companies,
Inc. is a public corporation whose majority shareholder is LFC
Holdings, Inc., a wholly owned subsidiary of Liberty Mutual Equity
Corporation. Liberty Mutual Equity Corporation is a wholly owned
subsidiary of Liberty Mutual Insurance Company.

Liberty Securities Corporation is principal underwriter for the
following investment companies:

Stein Roe Income Trust
Stein Roe Municipal Trust
Stein Roe Investment Trust
Stein Roe Insitutional Trust
Stein Roe Advisor Trust

Set forth below is information concerning the directors and
officers of Liberty Securities Corporation:
Positions
Positions and Offices and Offices
Name with Underwriter with Registrant
- ------------------ -------------------- ---------------
Porter P. Morgan Chairman of the Board; Director None
Frank L. Tarantino President; Chief Operating
Officer; Director None
Robert L. Spadafora Executive Vice President -
Sales and Marketing None
John T. Treece, Jr. Senior Vice President - Operations None
John W. Reading Senior Vice President and
Assistant Secretary None
Valerie A. Arendell Senior Vice President - Sales None
Gerald H. Stanney, Vice President and Compliance
Jr. Officer (Boston) None
Jilaine Hummel Bauer Vice President and Compliance Exec. V-P &
Officer (Chicago) Secretary
Timothy K. Armour Vice President President,
Trustee
Lindsay Cook Vice President Trustee
Ralph E. Nixon Vice President None
Glenn E. Williams Assistant Vice President None
Philip J. Iudice Treasurer None
John A. Benning Secretary None
John A. Davenport Assistant Secretary None
C. Allen Merritt, Jr. Assistant Treasurer; Assistant
Secretary; Director None

The principal business address of Mr. Armour and Ms. Bauer is One
South Wacker Drive, Chicago, IL 60606; that of Mr. Williams is Two
Righter Parkway, Wilmington, DE 19803; and that of the other
officers is 600 Atlantic Avenue, Boston, MA 02210-2214.

ITEM 30. LOCATION OF ACCOUNTS AND RECORDS.

Jilaine Hummel Bauer
Executive Vice-President and Secretary
One South Wacker Drive, Suite 3500
Chicago, Illinois 60606

ITEM 31. MANAGEMENT SERVICES.

None.

ITEM 32. UNDERTAKINGS.

Registrant hereby undertakes to file a post-effective amendment
using financial statements, which need not be certified, within
four to six months from the effective date of this Registration
Statement.

<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused
this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chicago and
State of Illinois on the 4th day of December, 1996.

STEIN ROE ADVISOR TRUST

By TIMOTHY K. ARMOUR
Timothy K. Armour
President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated:

Signature* Title Date
- ------------------------ --------------------- --------------

TIMOTHY K. ARMOUR President and Trustee December 4, 1996
Timothy K. Armour
Principal Executive Officer

GARY A. ANETSBERGER Senior Vice-President December 4, 1996
Gary A. Anetsberger
Principal Financial Officer

SHARON R. ROBERTSON Controller December 4, 1996
Sharon R. Robertson
Principal Accounting Officer

KENNETH L. BLOCK Trustee December 4, 1996
Kenneth L. Block

WILLIAM W. BOYD Trustee December 4, 1996
William W. Boyd

LINDSAY COOK Trustee December 4, 1996
Lindsay Cook

DOUGLAS A. HACKER Trustee December 4, 1996
Douglas A. Hacker

FRANCIS W. MORLEY Trustee December 4, 1996
Francis W. Morley

CHARLES R. NELSON Trustee December 4, 1996
Charles R. Nelson

THOMAS C. THEOBALD Trustee December 4, 1996
Thomas C. Theobald

GORDON R. WORLEY Trustee December 4, 1996
Gordon R. Worley

*This Registration Statement has also been signed by the above persons in
their capacities as trustees and officers of SR&F Base Trust

<PAGE>

STEIN ROE ADVISOR TRUST
INDEX TO EXHIBITS FILED WITH THIS REGISTRATION STATEMENT

Exhibit
Number Description
- ------- -------------

1 Agreement and Declaration of Trust
2 By-Laws of Registrant

EXHIBIT 1

STEIN ROE ADVISER TRUST
AMENDMENT TO
AGREEMENT AND DECLARATION OF TRUST

Stein Roe Adviser Trust (the "Trust"), a voluntary
association with transferable shares organized under the laws
of the Commonwealth of Massachusetts pursuant to an Agreement
and Declaration of Trust dated July 31, 1996 (the
"Declaration of Trust"), hereby certifies that, pursuant to
the unanimous vote of all trustees at a meeting of the Board
of Trustees held in accordance with the By-Laws of the Trust
on September 13, 1996, the following amendment to the
Declaration of Trust has been duly adopted:

Article I, Section 1, of the Declaration of Trust is
deleted and the following is inserted in lieu thereof:

Section 1. The Trust shall be known as "Stein Roe
Advisor Trust" and the Trustees shall conduct the
business of the Trust under that name or any other
name as they may from time to time determine.

IN WITNESS WHEREOF, the Trust has caused this amendment
to be signed and sealed in its name and on its behalf by
Timothy K. Armour, President and Trustee of the Trust, on
Septmber 30, 1996.

STEIN ROE ADVISER TRUST

By TIMOTHY K. ARMOUR
Timothy K. Armour,
President and Trustee

STATE OF ILLINOIS)
) SS
COUNTY OF COOK )

Then personally appeared before me the above-named
Timothy K. Armour, known to me to be the President and a
Trustee of Stein Roe Adviser Trust, and acknowledged the
foregoing instrument to be his free act and deed.

NICOLETTE D. PARRISH
Notary Public

My commission expires: 10/30/97

<PAGE> 1
STEIN ROE ADVISER TRUST

AGREEMENT AND DECLARATION OF TRUST

AGREEMENT AND DECLARATION OF TRUST made at Boston,
Massachusetts, this 31st day of July, 1996 by the Trustees
hereunder, and by the holders of shares of beneficial
interest to be issued hereunder as hereinafter provided.

WITNESSETH that

WHEREAS, this Trust has been formed to carry on the
business of an investment company; and

WHEREAS, the Trustees have agreed to manage all property
coming into their hands as trustees of a Massachusetts
business trust in accordance with the provisions hereinafter
set forth.

NOW, THEREFORE, the Trustees hereby declare that they
will hold all cash, securities and other assets, which they
may from time to time acquire in any manner as Trustees
hereunder, IN TRUST to manage and dispose of the same upon
the following terms and conditions for the pro rata benefit
of the holders from time to time of Shares in this Trust as
hereinafter set forth.

ARTICLE I

NAME AND DEFINITIONS

Name

Section 1. This Trust shall be known as "Stein Roe
Adviser Trust", and the Trustees shall conduct the
business of the Trust under that name or any other name as
they may from time to time determine.

<PAGE> 2
Definitions

Section 2. Whenever used herein, unless otherwise
required by the context or specifically provided:

(a) The "Trust" refers to the Massachusetts business
trust established by this Agreement and Declaration of Trust,
as amended from time to time;

(b) "Trustees" refers to the Trustee or Trustees of the
Trust named herein or elected in accordance with Article IV;

(c) "Shares" means the equal proportionate transferable
units of interest into which the beneficial interest in the
Trust shall be divided from time to time or, if more than one
series of Shares is authorized by the Trustees, the equal
proportionate units into which each series of Shares shall be
divided from time to time or, if more than one class of
Shares of any series is authorized by the Trustees, the equal
proportionate units into which each class of such series of
Shares shall be divided from time to time;

(d) "Shareholder" means a record owner of Shares;

(e) The "1940 Act" refers to the Investment Company Act
of 1940 and the Rules and Regulations thereunder, all as
amended from time to time;

(f) The terms "Affiliated Person," "Assignment,"
"Commission," "Interested Person," "Principal Underwriter"
and "Majority Shareholder Vote" (the 67% or 50% requirement
of the third sentence of Section 2(a)(42) of the 1940 Act,
whichever may be applicable) shall have the meanings given
them in the 1940 Act;

(g) "Declaration of Trust" shall mean this Agreement and
Declaration of Trust as amended or restated from time to
time; and

(h) "By-Laws" shall mean the By-Laws of the Trust as
amended from time to time.

ARTICLE II

PURPOSE

The purpose of the Trust is to engage in the business of
a management investment company and to provide investors a
managed investment primarily in securities, commodities and
debt instruments.

<PAGE> 3
ARTICLE III

Division of Beneficial Interest

Section 1. The Shares of the Trust shall be issued in
one or more series as the Trustees may, without Shareholder
approval, authorize. The Trustees may, without Shareholder
approval, divide the Shares of any series into two or more
classes, Shares of each such class having such preferences or
special or relative rights or privileges (including
conversion rights, if any) as the Trustees may determine and
as are not inconsistent with any provision of this
Declaration of Trust. Each series shall be preferred over
all other series in respect of the assets allocated to that
series. The beneficial interest in each series shall at all
times be divided into Shares, without par value, each of
which shall, except as the Trustees may otherwise authorize
in the case of any series that is divided into two or more
classes, represent an equal proportionate interest in the
series with each other Share of the same series, none having
priority or preference over another. The number of Shares
authorized shall be unlimited, and the Shares so authorized
may be represented in part by fractional shares. The
Trustees may from time to time divide or combine the Shares
of any series or class into a greater or lesser number
without thereby changing the proportionate beneficial
interests in the series or class.

Ownership of Shares

Section 2. The ownership of Shares shall be recorded on
the books of the Trust or its transfer or similar agent. No
certificates certifying the ownership of Shares shall be
issued except as the Trustees may otherwise determine from
time to time. The Trustees may make such rules as they
consider appropriate for the issuance of Share certificates,
the transfer of Shares and similar matters. The record books
of the Trust as kept by the Trust or any transfer or similar
agent of the Trust, as the case may be, shall be conclusive
as to who are the Shareholders of each series and class and
as to the number of Shares of each series and class held from
time to time by each Shareholder.

Investments in the Trust; Assets of the Series

Section 3. The Trustees may accept investments in the
Trust from such persons and on such terms and, subject to any
requirements of law, for such consideration, which may
consist of cash or tangible or intangible property or a
combination thereof, as they from time to time authorize.

All consideration received by the Trust for the issue or
sale of Shares of each series, together with all income,
earnings, profits and proceeds thereof, including any
proceeds derived from the sale, exchange or liquidation
thereof, and any funds or payments derived

<PAGE> 4

from any reinvestment of such proceeds in whatever form the
same may be, shall irrevocably belong to the series of Shares
with respect to which the same were received by the Trust for
all purposes, subject only to the rights of creditors, and
shall be so handled upon the books of account of the Trust
and are herein referred to as "assets of" such series.

No Preemptive Rights

Section 4. Shareholders shall have no preemptive or
other right to receive, purchase or subscribe for any
additional Shares or other securities issued by the Trust.

Status of Shares and Limitation of Personal Liability

Section 5. Shares shall be deemed to be personal
property giving only the rights provided in this instrument.
Every Shareholder by virtue of having become a Shareholder
shall be held to have expressly assented and agreed to the
terms hereof and to have become a party hereto. The death of
a Shareholder during the continuance of the Trust shall not
operate to terminate the same nor entitle the representative
of any deceased Shareholder to an accounting or to take any
action in court or elsewhere against the Trust or the
Trustees, but only to the rights of said decedent under this
Trust. Ownership of Shares shall not entitle the Shareholder
to any title in or to the whole or any part of the Trust
property or right to call for a partition or division of the
same or for an accounting, nor shall the ownership of Shares
constitute the Shareholders partners. Neither the Trust nor
the Trustees, nor any officer, employee or agent of the
Trust, shall have any power to bind personally any
Shareholder, nor except as specifically provided herein to
call upon any Shareholder for the payment of any sum of money
or assessment whatsoever other than such as the Shareholder
may at any time personally agree to pay.

Derivative Claims

Section 6. No Shareholder shall have the right to bring
or maintain any court action, proceeding or claim on behalf
of this Trust or any series without first making demand on
the Trustees requesting the Trustees to bring or maintain
such action, proceeding or claim. Such demand shall be
excused only when the plaintiff makes a specific showing that
irreparable injury to the Trust or series would otherwise
result. Such demand shall be mailed to the Secretary of the
Trust at the Trust's principal office and shall set forth in
reasonable detail the nature of the proposed court action,
proceeding or claim and the essential facts relied upon by
the Shareholder to support the allegations made in the
demand. The Trustees shall consider such demand within 45
days of its receipt by the Trust. In their sole discretion,
the Trustees may submit the matter to a vote of Shareholders
of the Trust or series, as appropriate. Any decision by the
Trustees to bring, maintain or settle (or not to bring,
maintain or settle) such court action, proceeding or claim,
or to submit the matter to a vote of Shareholders shall be
made by the Trustees in their business judgment and shall be
binding upon the Shareholders.

<PAGE> 5
ARTICLE IV

THE TRUSTEES
Election; Removal

Section 1. The number of Trustees shall be fixed by the
Trustees, except that, subsequent to any sale of Shares
pursuant to a public offering, there shall be not less than
three Trustees. Any vacancies occurring in the Board of
Trustees may be filled by the Trustees if, immediately after
filling any such vacancy, at least two-thirds of the Trustees
then holding office shall have been elected to such office by
the Shareholders. In the event that at any time less than a
majority of the Trustees then holding office were elected to
such office by the Shareholders, the Trustees shall call a
meeting of Shareholders for the purpose of electing Trustees.
Each Trustee elected by the Shareholders or by the Trustees
shall serve until the next meeting of Shareholders called for
the purpose of electing Trustees and until the election and
qualification of his or her successor, or until he or she
sooner dies, resigns or is removed. The initial Trustees,
each of whom shall serve until the first meeting of
Shareholders at which Trustees are elected and until his or
her successor is elected and qualified, or until he or she
sooner dies, resigns or is removed, shall be Antonio
DeSpirito, III and such other persons as the Trustee or
Trustees then in office shall, prior to any sale of Shares
pursuant to a public offering, appoint. By vote of a
majority of the Trustees then in office, the Trustees may
remove a Trustee with or without cause. At any meeting
called for the purpose, a Trustee may be removed, with or
without cause, by vote of the holders of two-thirds of the
outstanding Shares.

Effect of Death, Resignation, etc. of a Trustee

Section 2. The death, declination, resignation,
retirement, removal or incapacity of the Trustees, or any one
of them, shall not operate to annul the Trust or to revoke
any existing agency created pursuant to the terms of this
Declaration of Trust.

Powers

Section 3. Subject to the provisions of this
Declaration of Trust, the business of the Trust shall be
managed by the Trustees, and they shall have all powers
necessary or convenient to carry out that responsibility.
Without limiting the foregoing, the Trustees may adopt By-
Laws not inconsistent with this Declaration of Trust
providing for the conduct of the business of the Trust and
may amend and repeal them to the extent that such By-Laws do
not reserve that right to the Shareholders; they may fill
vacancies in their number, including vacancies resulting from
increases in their number, and may elect and remove such
officers and appoint and terminate such agents as they
consider appropriate; they may appoint from their own number,
and terminate, any one or more committees consisting of two
or more Trustees, including an executive committee which may,
when the Trustees are not in session, exercise some or all of
the power and authority of the Trustees as the Trustees may
determine;

<PAGE> 6
they may appoint an advisory board, the members of which
shall not be Trustees and need not be Shareholders; they may
employ one or more custodians of the assets of the Trust and
may authorize such custodians to employ subcustodians and to
deposit all or any part of such assets in a system or systems
for the central handling of securities, retain a transfer
agent or a Shareholder services agent, or both, provide for
the distribution of Shares by the Trust, through one or more
principal underwriters or otherwise, set record dates for the
determination of Shareholders with respect to various
matters, and in general delegate such authority as they
consider desirable to any officer of the Trust, to any
committee of the Trustees and to any agent or employee of the
Trust or to any such custodian or underwriter.

Without limiting the foregoing, the Trustees shall have
power and authority:

(a) To invest and reinvest in securities, options,
futures contracts, options on futures contracts and other
property, and to hold cash uninvested;

(b) To sell, exchange, lend, pledge, mortgage,
hypothecate, write options on and lease any or all of the
assets of the Trust;

(c) To vote or give assent, or exercise any rights of
ownership, with respect to stock or other securities or
property; and to execute and deliver proxies or powers of
attorney to such person or persons as the Trustees shall deem
proper, granting to such person or persons such power and
discretion with relation to securities or property as the
Trustees shall deem proper;

(d) To exercise powers and rights of subscription or
otherwise which in any manner arise out of ownership of
securities or other assets;

(e) To hold any security or property in a form not
indicating any trust, whether in bearer, unregistered or
other negotiable form, or in the name of the Trustees or of
the Trust or in the name of a custodian, subcustodian or
other depository or a nominee or nominees or otherwise;

(f) Subject to the provisions of Article III, Section 3,
to allocate assets, liabilities and expenses of the Trust to
a particular series of Shares or to apportion the same among
two or more series, provided that any liabilities or expenses
incurred by a particular series of Shares shall be payable
solely out of the assets of that series; and to the extent
necessary or appropriate to give effect to the preferences
and special or relative rights and privileges of any classes
of Shares, to allocate assets, liabilities, income and
expenses of a series to a particular class of Shares of that
series or to apportion the same among two or more classes of
Shares of that series;

(g) To consent to or participate in any plan for the
reorganization, consolidation or merger of any corporation or
issuer, any security of which is or was held in the

<PAGE> 7
Trust; to consent to any contract, lease, mortgage, purchase
or sale of property by such corporation or issuer, and to pay
calls or subscriptions with respect to any security held in
the Trust;

(h) To join with other security holders in acting
through a committee, depositary, voting trustee or otherwise,
and in that connection to deposit any security with, or
transfer any security to, any such committee, depositary or
trustee, and to delegate to them such power and authority
with relation to any security (whether or not so deposited or
transferred) as the Trustees shall deem proper, and to agree
to pay, and to pay, such portion of the expenses and
compensation of such committee, depositary or trustee as the
Trustees shall deem proper;

(i) To compromise, arbitrate or otherwise adjust claims
in favor of or against the Trust on any matter in
controversy, including but not limited to claims for taxes;

(j) To enter into joint ventures, general or limited
partnerships and any other combinations or associations;

(k) To borrow funds, securities or other assets;

(1) To endorse or guarantee the payment of any notes or
other obligations of any person; to make contracts of
guaranty or suretyship, or otherwise assume liability for
payment thereof; and to mortgage and pledge the Trust
property or any part thereof to secure any of or all of such
obligations or obligations incurred pursuant to subparagraph
(k) hereof;

(m) To purchase and pay for entirely out of Trust
property such insurance as they may deem necessary or
appropriate for the conduct of the business, including,
without limitation, insurance policies insuring the assets of
the Trust and payment of distributions and principal on its
portfolio investments, and insurance policies insuring the
Shareholders, Trustees, officers, employees, agents,
investment advisers or managers, principal underwriters or
independent contractors of the Trust individually against all
claims and liabilities of every nature arising by reason of
holding, being or having held any such office or position, or
by reason of any action alleged to have been taken or omitted
by any such person as Shareholder, Trustee, officer,
employee, agent, investment adviser or manager, principal
underwriter or independent contractor, including any action
taken or omitted that may be determined to constitute
negligence, whether or not the Trust would have the power to
indemnify such person against such liability; and

(n) To pay pensions for faithful service, as deemed
appropriate by the Trustees, and to adopt, establish and
carry out pension, profit-sharing, share bonus, share
purchase, savings, thrift and other retirement, incentive and
benefit plans, trusts and

<PAGE> 8

provisions, including the purchasing of life insurance and
annuity contracts as a means of providing such retirement and
other benefits, for any or all of the Trustees, officers,
employees and agents of the Trust.

The Trustees shall not in any way be bound or limited by
any present or future law or custom in regard to investments
by Trustees. Except as otherwise provided herein or from
time to time in the By-Laws, any action to be taken by the
Trustees may be taken by a majority of the Trustees present
at a meeting of the Trustees (a quorum being present), within
or without Massachusetts, including any meeting held by means
of a conference telephone or other communications equipment
by means of which all persons participating in the meeting
can hear each other at the same time, and participation by
such means shall constitute presence in person at a meeting,
or by written consents of a majority of the Trustees then in
office.

Payment of Expenses by Trust

Section 4. The Trustees are authorized to pay or to
cause to be paid out of the principal or income of the Trust,
or partly out of principal and partly out of income, as they
deem fair, all expenses, fees, charges, taxes and liabilities
incurred or arising in connection with the Trust, or in
connection with the management thereof, including, but not
limited to, the Trustees' compensation and such expenses and
charges for the services of the Trust's officers, employees,
investment adviser or manager, principal underwriter,
auditor, counsel, custodian, transfer agent, Shareholder
services agent and such other agents or independent
contractors, and such other expenses and charges, as the
Trustees may deem necessary or proper to incur, provided,
however, that all expenses, fees, charges, taxes and
liabilities incurred or arising in connection with a
particular series of Shares, as determined by the Trustees,
shall be payable solely out of the assets of that series.

Ownership of Assets of the Trust

Section 5. Title to all of the assets of each series of
Shares and of the Trust shall at all times be considered as
vested in the Trustees.

Advisory, Management and Distribution

Section 6. Subject to a favorable Majority Shareholder
Vote, the Trustees may, at any time and from time to time,
contract for exclusive or nonexclusive advisory and/or
management services with Stein Roe & Farnham Incorporated, or
any other partnership, corporation, trust, association or
other organization (the "Adviser"), every such contract to
comply with such requirements and restrictions as may be set
forth in the By-Laws; and any such contract may contain such
other terms interpretive of or in addition to said
requirements and restrictions as the Trustees may determine,
including, without limitation, authority to determine from
time to time what investments shall be purchased, held, sold
or exchanged and what portion, if any, of the assets of the
Trust shall be held uninvested, and to make changes

<PAGE> 9
in the Trust's investments. The Trustees may also, at any
time and from time to time, contract with the Adviser or any
other corporation, trust, association or other organization,
appointing it exclusive or nonexclusive distributor or
principal underwriter for the Shares, every such contract to
comply with such requirements and restrictions as may be set
forth in the By-Laws; and any such contract may contain such
other terms interpretive of or in addition to said
requirements and restrictions as the Trustees may determine.

The fact that:

(i) any of the Shareholders, Trustees or officers of the
Trust is a shareholder, director, officer, partner, trustee,
employee, manager, adviser, principal underwriter or
distributor or agent of or for any corporation, trust,
association or other organization, or of or for any parent or
affiliate of any organization, with which an advisory or
management contract, or principal underwriter's or
distributor's contract, or transfer, shareholder services or
other agency contract may have been or may hereafter be made,
or that any organization, or any parent or affiliate thereof,
is a Shareholder or has an interest in the Trust, or that

(ii) any corporation, trust, association or other
organization with which an advisory or management contract or
principal underwriter's or distributor's contract, or
transfer, Shareholder services or other agency contract may
have been or may hereafter be made also has an advisory or
management contract, or principal underwriter's or
distributor's contract, or transfer, shareholder services or
other agency contract with one or more other corporations,
trusts, associations or other organizations, or has other
business or interests

shall not affect the validity of any such contract or
disqualify any Shareholder, Trustee or officer of the Trust
from voting upon or executing the same or create any
liability or accountability to the Trust or its Shareholders.

ARTICLE V

SHAREHOLDERS' VOTING POWERS AND MEETINGS

Voting Powers

Section 1. The Shareholders shall have power to vote
only (i) for the election of Trustees as provided in Article
IV, Section 1, (ii) with respect to any Adviser as provided
in Article IV, Section 6, (iii) with respect to any
termination of this Trust to the extent and as provided in
Article IX, Section 4, (iv) with respect to any amendment of
this Declaration of Trust to the extent and as provided in
Article IX, Section 7, and (v) with respect to such
additional matters relating to the Trust as may be required
by law, this Declaration of Trust, the By-Laws or any
registration of the Trust with the Securities and Exchange
Commission (or

<PAGE> 10
any successor agency) or any state, or as the Trustees may
consider necessary or desirable. Each whole Share (or
fractional share) outstanding on the record date established
in accordance with the By-Laws shall be entitled to a number
of votes on any matter on which it is entitled to vote equal
to the net asset value of the share (or fractional share) in
United States dollars determined at the close of business on
the record date (for example, a share having a net asset
value of $10.50 would be entitled to 10.5 votes).
Notwithstanding any other provision of this Declaration of
Trust, on any matter submitted to a vote of Shareholders, all
Shares of the Trust then entitled to vote shall be voted in
the aggregate as a single class without regard to series or
class except: (1) when required by the 1940 Act or when the
Trustees shall have determined that the matter affects one or
more series or classes materially differently, Shares shall
be voted by individual series or class; and (2) when the
Trustees have determined that the matter affects only the
interests of one or more series or classes, then only
Shareholders of such series or classes shall be entitled to
vote thereon. There shall be no cumulative voting in the
election of Trustees.

Shares may be voted in person or by proxy. A proxy with
respect to Shares held in the name of two or more persons
shall be valid if executed by any one of them unless at or
prior to exercise of the proxy the Trust receives a specific
written notice to the contrary from any one of them. A proxy
purporting to be executed by or on behalf of a Shareholder
shall be deemed valid unless challenged at or prior to its
exercise and the burden of proving invalidity shall rest on
the challenger. The placing of a shareholder's name on a
proxy pursuant to telephone or electronically transmitted
instructions obtained pursuant to procedures reasonably
designed to verify that such instructions have been
authorized by such shareholder shall constitute execution of
such proxy by or on behalf of such shareholder in writing.
At all meetings of Shareholders, unless inspectors of
election have been appointed, all questions relating to the
qualification of voters and the validity of proxies and the
acceptance or rejection of votes shall be decided by the
chairman of the meeting. Unless otherwise specified in the
proxy, the proxy shall apply to all Shares of each series of
the Trust owned by the Shareholder.

Until Shares are issued, the Trustees may exercise all
rights of Shareholders and may take any action required by
law, this Declaration of Trust or the By-Laws to be taken by
Shareholders.

Voting Power and Meetings

Section 2. Meetings of Shareholders of the Trust or of
any series or class may be called by the Trustees or such
other person or persons as may be specified in the By-Laws
and held from time to time for the purpose of taking action
upon any matter requiring the vote or the authority of the
Shareholders of the Trust or any series or class as herein
provided or upon any other matter deemed by the Trustees to
be necessary or desirable. Meetings of Shareholders of the
Trust or of any series or class shall be called by the
Trustees or such other person or persons as may be specified
in the By-Laws upon written application. The

<PAGE> 11
Shareholders shall be entitled to at least seven days'
written notice of any meeting of the Shareholders.

Quorum and Required Vote

Section 3. Shares representing thirty percent of the
votes entitled to vote shall be a quorum for the transaction
of business at a Shareholders' meeting, except that where any
provision of law or of this Declaration of Trust permits or
requires that holders of any series or class shall vote as a
series or class, then Shares representing thirty percent of
the votes of that series or class entitled to vote shall be
necessary to constitute a quorum for the transaction of
business by that series or class. Any lesser number,
however, shall be sufficient for adjournments. Any adjourned
session or sessions may be held within a reasonable time
after the date set for the original meeting without the
necessity of further notice. Except when a larger vote is
required by any provision of this Declaration of Trust or the
By-Laws, Shares representing a majority of the votes voted
shall decide any questions and a plurality shall elect a
Trustee, provided that where any provision of law or of this
Declaration of Trust permits or requires that the holders of
any series or class shall vote as a series or class, then
Shares representing a majority of the votes of that series or
class voted on the matter (or a plurality with respect to the
election of a Trustee) shall decide that matter insofar as
that series or class is concerned.

Action by Written Consent

Section 4. Any action taken by Shareholders may be
taken without a meeting if a majority of Shareholders
entitled to vote on the matter (or such larger proportion
thereof as shall be required by any express provision of this
Declaration of Trust or the By-Laws) consent to the action in
writing and such written consents are filed with the records
of the meetings of Shareholders. Such consent shall be
treated for all purposes as a vote taken at a meeting of
Shareholders.

Additional Provisions

Section 5. The ByLaws may include further provisions
for Shareholders' votes and meetings and related matters.

<PAGE> 12
ARTICLE VI

DISTRIBUTIONS, REDEMPTIONS AND REPURCHASES,
AND DETERMINATION OF NET ASSET VALUE

Distributions

Section 1. The Trustees may, but need not, each year
distribute to the Shareholders of each series or class such
income and gains, accrued or realized, as the Trustees may
determine, after providing for actual and accrued expenses
and liabilities (including such reserves as the Trustees may
establish) determined in accordance with good accounting
practices. The Trustees shall have full discretion to
determine which items shall be treated as income and which
items as capital and their determination shall be binding
upon the Shareholders. Distributions of each year's income
of each series, if any be made, may be made in one or more
payments, which shall be in Shares, in cash or otherwise and
on a date or dates and as of a record date or dates
determined by the Trustees. At any time and from time to
time in their discretion, the Trustees may distribute to the
Shareholders of any one or more series or classes as of a
record date or dates determined by the Trustees, in Shares,
in cash or otherwise, all or part of any gains realized on
the sale or disposition of property of the series or
otherwise, or all or part of any other principal of the Trust
attributable to the series. In the case of any series not
divided into two or more classes of Shares, each distribution
pursuant to this Section 1 shall be made ratably according to
the number of Shares of the series held by the several
Shareholders on the applicable record date thereof, provided
that no distribution need be made on Shares purchased
pursuant to orders received, or for which payment is made,
after such time or times as the Trustees may determine. In
the case of any series divided into two or more classes, each
distribution pursuant to this Section 1 may be made in whole
or in such parts as the Trustees may determine to the
Shareholders of any one or more classes, and the distribution
to the Shareholders of any class shall be made ratably
according to the number of Shares of the class (but need not
be made ratably according to the number of Shares of the
series, considered without regard to class) held by the
several Shareholders on the record date thereof, provided
that no distribution need be made on Shares purchased
pursuant to orders received, or for which payment is made,
after such time or times as the Trustees may determine. Any
such distribution paid in Shares will be paid at the net
asset value thereof as determined in accordance with Section
7 of this Article VI.

Redemptions and Repurchases

Section 2. Any holder of Shares of the Trust may by
presentation of a written request, together with his or her
certificates, if any, for such Shares, in proper form for
transfer, at the office of the Trust or at a principal office
of a transfer agent appointed by the Trust, redeem his or her
Shares for the net asset value thereof determined and
computed in accordance with the provisions of this Section 2
and the provisions of Section 7 of this Article VI.

<PAGE> 13
Upon receipt by the Trust or its transfer agent of such
written request for redemption of Shares, such Shares shall
be redeemed at the net asset value per share of the
appropriate series next determined after such Shares are
tendered in proper order for transfer to the Trust or
determined as of such other time fixed by the Trustees as may
be permitted or required by the 1940 Act, provided that no
such tender shall be required in the case of Shares for which
a certificate or certificates have not been issued, and in
such case such Shares shall be redeemed at the net asset
value per share of the appropriate series next determined
after such request has been received or determined at such
other time fixed by the Trustees as may be permitted or
required by the 1940 Act.

The obligation of the Trust to redeem its Shares of each
series or class as set forth above in this Section 2 shall be
subject to the conditions that during any time of emergency,
as hereinafter defined, such obligation may be suspended by
the Trust by or under authority of the Trustees for such
period or periods during such time of emergency as shall be
determined by or under authority of the Trustees. If there
is such a suspension, any Shareholder may withdraw any demand
for redemption and any tender of Shares which has been
received by the Trust during any such period and any tender
of Shares, the applicable net asset value of which would but
for such suspension be calculated as of a time during such
period. Upon such withdrawal, the Trust shall return to the
Shareholder the certificates therefor, if any. For the
purposes of any such suspension, "time of emergency" shall
mean, either with respect to all Shares or any series of
Shares, any period during which:

a. the New York Stock Exchange is closed other than for
customary weekend and holiday closings; or

b. the Trustees or authorized officers of the Trust
shall have determined, in compliance with any applicable
rules and regulations of the Securities and Exchange
Commission, either that trading on the New York Stock
Exchange is restricted, or that an emergency exists as a
result of which (i) disposal by the Trust of securities owned
by it is not reasonably practicable or (ii) it is not
reasonably practicable for the Trust fairly to determine the
current value of its net assets; or

c. the suspension or postponement of such obligations
is permitted by order of the Securities and Exchange
Commission.

The Trust may also purchase, repurchase or redeem Shares
in accordance with such other methods, upon such other terms
and subject to such other conditions as the Trustees may from
time to time authorize at a price not exceeding the net asset
value of such Shares in effect when the purchase or
repurchase or any contract to purchase or repurchase is made.

<PAGE> 14

Payment in Kind

Section 3. Subject to any generally applicable
limitation imposed by the Trustees, any payment on redemption
of Shares may, if authorized by the Trustees, be made wholly
or partly in kind, instead of in cash. Such payment in kind
shall be made by distributing securities or other property
constituting, in the opinion of the Trustees, a fair
representation of the various types of securities and other
property then held by the series of Shares being redeemed
(but not necessarily involving a portion of each of the
series' holdings) and taken at their value used in
determining the net asset value of the Shares in respect of
which payment is made.

Redemptions at the Option of the Trust

Section 4. The Trust shall have the right at its option
and at any time to redeem Shares of any Shareholder at the
net asset value thereof as determined in accordance with
Section 7 of Article VI of this Declaration of Trust: (i) if
at such time such Shareholder owns fewer Shares than, or
Shares having an aggregate net asset value of less than, an
amount determined from time to time by the Trustees; or (ii)
to the extent that such Shareholder owns Shares of a
particular series of Shares equal to or in excess of a
percentage of the outstanding Shares of that series
(determined without regard to class) determined from time to
time by the Trustees; or (iii) to the extent that such
Shareholder owns Shares of the Trust representing a
percentage equal to or in excess of such percentage of the
aggregate number of outstanding Shares of the Trust or the
aggregate net asset value of the Trust determined from time
to time by the Trustees.

Dividends, Distributions, Redemptions and Repurchases

Section 5. No dividend or distribution (including,
without limitation, any distribution paid upon termination of
the Trust or of any series) with respect to, nor any
redemption or repurchase of, the Shares of any series (or of
any class) shall be effected by the Trust other than from the
assets of such series (or of the series of which such class
is a part).

Additional Provisions Relating to Redemptions and
Repurchases

Section 6. The completion of redemption of Shares shall
constitute a full discharge of the Trust and the Trustees
with respect to such shares, and the Trustees may require
that any certificate or certificates issued by the Trust to
evidence the ownership of such Shares shall be surrendered to
the Trustees for cancellation or notation.

<PAGE> 15
Determination of Net Asset Value

Section 7. The term "net asset value" of the Shares of
each series or class shall mean: (i) the value of all the
assets of such series or class; (ii) less the total
liabilities of such series or class; (iii) divided by the
number of Shares of such series or class outstanding, in each
case at the time of each determination. The "number of
Shares of such series or class outstanding" for the purposes
of such computation shall be exclusive of any Shares of such
series or class to be redeemed and not then redeemed as to
which the redemption price has been determined, but shall
include Shares of such series or class presented for
repurchase and not then repurchased and Shares of such series
or class to be redeemed and not then redeemed as to which the
redemption price has not been determined and Shares of such
series or class the sale of which has been confirmed. Any
fractions involved in the computation of net asset value per
share shall be adjusted to the nearer cent unless the
Trustees shall determine to adjust such fractions to a
fraction of a cent.

The Trustees, or any officer or officers or agent of
this Trust designated for the purpose by the Trustees, shall
determine the net asset value of the Shares of each series or
class, and the Trustees shall fix the times as of which the
net asset value of the Shares of each series or class shall
be determined and shall fix the periods during which any such
net asset value shall be effective as to sales, redemptions
and repurchases of, and other transactions in, the Shares of
such series or class, except as such times and periods for
any such transaction may be fixed by other provisions of this
Declaration of Trust or by the By-Laws.

In valuing the portfolio investments of any series or
class for determination of net asset value per share of such
series or class:

(a) Each security for which market quotations are
readily available shall be valued at current market value
determined by methods specified by the Board of Trustees;

(b) Each other security, including any security within
(a) for which the specified price does not appear to
represent a dependable quotation for such security as of the
time of valuation, shall be valued at a fair value as
determined in good faith by the Trustees;

(d) Any cash on deposit, accounts receivable, and cash
dividends and interest declared or accrued and not yet
received, any prepaid expenses, and any other current asset
shall be valued at the face amount thereof, unless the
Trustees shall determine that any such item is not worth its
face amount, in which case such asset shall be valued at a
fair value determined in good faith by the Trustees; and

<PAGE> 16
(e) Any other asset shall be valued at a fair value
determined in good faith by the Trustees.

Notwithstanding the foregoing, short-term debt obligations,
commercial paper and repurchase agreements may be, but need
not be, valued on the basis of quoted yields for securities
of comparable maturity, quality and type, or on the basis of
amortized cost.

Liabilities of any series or class for accounts payable
for investments purchased and for Shares tendered for
redemption and not then redeemed as to which the redemption
price has been determined shall be stated at the amounts
payable therefor. In determining the net asset value of any
series or class, the person or persons making such
determination on behalf of the Trust may include in
liabilities such reserves, estimated accrued expenses and
contingencies as such person or persons may in its, his or
their best judgment deem fair and reasonable under the
circumstances. Any income dividends and gains distributions
payable by the Trust shall be deducted as of such time or
times on the record date therefor as the Trustees shall
determine.

The manner of determining the net assets of any series
or class or of determining the net asset value of the Shares
of any series or class may from time to time be altered as
necessary or desirable in the judgment of the Trustees to
conform to any other method prescribed or permitted by any
applicable law or regulation.

Determinations under this Section 7 made in good faith
and in accordance with the provisions of the 1940 Act shall
be binding on all parties concerned.

ARTICLE VII

COMPENSATION AND LIMITATION
OF LIABILITY OF TRUSTEES

Compensation

Section 1. The Trustees as such shall be entitled to
reasonable compensation from the Trust; they may fix the
amount of their compensation. Nothing herein shall in any
way prevent the employment of any Trustee for advisory,
management, legal, accounting, investment banking or other
services and payment for the same by the Trust.

Limitation of Liability

Section 2. The Trustees shall not be responsible or
liable in any event for any neglect or wrongdoing of any
officer, agent, employee, adviser or principal underwriter of
the Trust, nor shall any Trustee be responsible for the act
or omission of any other Trustee, but nothing herein
contained shall protect any Trustee against any liability to
which he or she would

<PAGE> 17
otherwise be subject by reason of wilful misfeasance, bad
faith, gross negligence or reckless disregard of the duties
involved in the conduct of his or her office.

Every note, bond, contract, instrument, certificate,
Share or undertaking and every other act or thing whatsoever
executed or done by or on behalf of the Trust or the Trustees
or any of them in connection with the Trust shall be
conclusively deemed to have been executed or done only in or
with respect to their or his or her capacity as Trustees or
Trustee, and such Trustees or Trustee shall not be personally
liable thereon.

ARTICLE VIII

INDEMNIFICATION

Trustees, Officers, etc.

Section 1. The Trust shall indemnify each of its
Trustees and officers (including persons who serve at the
Trust's request as directors, officers or trustees of another
organization in which the Trust has any interest as a
shareholder, creditor or otherwise) (hereinafter referred to
as a "Covered Person") against all liabilities and expenses,
including but not limited to amounts paid in satisfaction of
judgments, in compromise or as fines and penalties, and
counsel fees reasonably incurred by any Covered Person in
connection with the defense or disposition of any action,
suit or other proceeding, whether civil, criminal,
administrative or investigative, and any appeal therefrom,
before any court or administrative or legislative body, in
which such Covered Person may be or may have been involved as
a party or otherwise or with which such person may be or may
have been threatened, while in office or thereafter, by
reason of being or having been such a Covered Person, except
that no Covered Person shall be indemnified against any
liability to the Trust or its Shareholders to which such
Covered Person would otherwise be subject by reason of wilful
misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of such
Covered Person's office.

Expenses, including counsel fees so incurred by any such
Covered Person (but excluding amounts paid in satisfaction of
judgments, in compromise or as fines or penalties), may be
paid from time to time by the Trust in advance of the final
disposition of any such action, suit or proceeding upon
receipt of an undertaking by or on behalf of such Covered
Person to repay amounts so paid to the Trust if it is
ultimately determined that indemnification of such expenses
is not authorized under this Article, provided that (a) such
Covered Person shall provide security for his undertaking,
(b) the Trust shall be insured against losses arising by
reason of such Covered Person's failure to fulfill his
undertaking or (c) a majority of the Trustees who are
disinterested persons and who are not Interested Persons
(provided that a majority of such Trustees then in office act
on the matter), or independent legal counsel in a written
opinion, shall determine, based on a review of readily
available facts (but not a full

<PAGE> 18
trial-type inquiry), that there is reason to believe such
Covered Person ultimately will be entitled to
indemnification.

Compromise Payment

Section 2. As to any matter disposed of (whether by a
compromise payment, pursuant to a consent decree or
otherwise) without an adjudication in a decision on the
merits by a court, or by any other body before which the
proceeding was brought, that such Covered Person is liable to
the Trust or its Shareholders by reason of wilful
misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of such
Covered Person's office, indemnification shall be provided if
(a) approved as in the best interest of the Trust, after
notice that it involves such indemnification, by at least a
majority of the Trustees who are disinterested persons and
are not Interested Persons (provided that a majority of such
Trustees then in office act on the matter), upon a
determination, based upon a review of readily available facts
(but not a full trial-type inquiry) that such Covered Person
is not liable to the Trust or its Shareholders by reason of
wilful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of such
Covered Person's office, or (b) there has been obtained an
opinion in writing of independent legal counsel, based upon a
review of readily available facts (but not a full-trial type
inquiry) to the effect that such indemnification would not
protect such Covered Person against any liability to the
Trust to which such Covered Person would otherwise be subject
by reason of wilful misfeasance, bad faith, gross negligence
or reckless disregard of the duties involved in the conduct
of his office.

Any approval pursuant to this Section shall not prevent
the recovery from any Covered Person of any amount paid to
such Covered Person in accordance with this Section as
indemnification if such Covered Person is subsequently
adjudicated by a court of competent jurisdiction to have been
liable to the Trust or its Shareholders by reason of wilful
misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of such
Covered Person's office.

Indemnification Not Exclusive; Definitions

Section 3. The right of indemnification hereby provided
shall not be exclusive of or affect any other rights to which
any such Covered Person may be entitled. As used in this
Article VIII, the term "Covered Person" shall include such
person's heirs, executors and administrators, and a
"disinterested person" is a person against whom none of the
actions, suits or other proceedings in question or another
action, suit or other proceeding on the same or similar
grounds is then or has been pending. Nothing contained in
this article shall affect any rights to indemnification to
which personnel of the Trust, other than Trustees and
officers, and other persons may be entitled by contract or
otherwise under law, nor the power of the Trust to purchase
and maintain liability insurance on behalf of such persons.

<PAGE> 19

Shareholders

Section 4. In case any Shareholder or former
Shareholder shall be held to be personally liable solely by
reason of his or her being or having been a Shareholder and
not because of his or her acts or omissions or for some other
reason, the Shareholder or former Shareholder (or his or her
heirs, executors, administrators or other legal
representatives or, in the case of a corporation or other
entity, its corporate or other general successor) shall be
entitled to be held harmless from and indemnified against all
loss and expense arising from such liability, but only out of
the assets of the particular series of Shares of which he or
she is or was a Shareholder.

ARTICLE IX

MISCELLANEOUS

Trustees, Shareholders, etc. Not Personally Liable; Notice

Section 1. All persons extending credit to, contracting
with or having any claim against the Trust or a particular
series of Shares shall look only to the assets of the Trust
or the assets of that particular series of Shares for payment
under such credit, contract or claim; and neither the
Shareholders nor the Trustees, nor any of the Trust's
officers, employees or agents, whether past, present or
future, shall be personally liable therefor. Nothing in this
Declaration of Trust shall protect any Trustee against any
liability to which such Trustee would otherwise be subject by
reason of wilful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of
the office of Trustee.

Every note, bond, contract, instrument, certificate or
undertaking made or issued by the Trustees or by any officers
or officer shall give notice that this Declaration of Trust
is on file with the Secretary of State of The Commonwealth of
Massachusetts and shall recite that the same was executed or
made by or on behalf of the Trust or by them as Trustees or
Trustee or as officers or officer and not individually and
that the obligations of such instrument are not binding upon
any of them or the Shareholders individually but are binding
only upon the assets and property of the Trust, and may
contain such further recital as he or she or they may deem
appropriate, but the omission thereof shall not operate to
bind any Trustees or Trustee or officers or officer or
Shareholders or Shareholder individually.

Trustee's Good Faith Action, Expert Advice, No Bond or Surety

Section 2. The exercise by the Trustees of their powers
and discretions hereunder shall be binding upon everyone
interested. A Trustee shall be liable for his or her own
wilful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of the office
of Trustee, and for nothing else, and shall not be liable for
errors of judgment or mistakes of fact or law. The Trustees
may take advice of counsel or other experts

<PAGE> 20

with respect to the meaning and operation of this Declaration
of Trust, and shall be under no liability for any act or
omission in accordance with such advice or for failing to
follow such advice. The Trustees shall not be required to
give any bond as such, nor any surety if a bond is required.

Liability of Third Persons Dealing with Trustees

Section 3. No person dealing with the Trustees shall be
bound to make any inquiry concerning the validity of any
transaction made or to be made by the Trustees or to see to
the application of any payments made or property transferred
to the Trust or upon its order.

Duration and Termination of Trust

Section 4. Unless terminated as provided herein, the
Trust shall continue without limitation of time. The Trust
may be terminated at any time by vote of Shareholders holding
at least two-thirds of the Shares of each series entitled to
vote or by the Trustees by written notice to the
Shareholders. Any series of Shares may be terminated at any
time by vote of Shareholders holding at least two-thirds of
the votes represented by the outstanding Shares of such
series entitled to vote or by the Trustees by written notice
to the Shareholders of such series.

Upon termination of the Trust or of any one or more
series of Shares, after paying or otherwise providing for all
charges, taxes, expenses and liabilities, whether due or
accrued or anticipated as may be determined by the Trustees,
the Trust shall in accordance with such procedures as the
Trustees consider appropriate reduce the remaining assets to
distributable form in cash or shares or other securities, or
any combination thereof, and distribute the proceeds to the
Shareholders of the series involved, ratably according to the
number of Shares of such series held by the several
Shareholders of such series on the date of termination,
except to the extent otherwise required or permitted by the
preferences and special or relative rights and privileges of
any classes of Shares of that series, provided that any
distribution to the Shareholders of a particular class of
Shares shall be made to such Shareholders pro rata in
proportion to the number of Shares of such class held by each
of them.

Filing of Copies, References, Headings

Section 5. The original or a copy of this instrument
and of each amendment hereto shall be kept at the office of
the Trust where it may be inspected by any Shareholder. A
copy of this instrument and of each amendment hereto shall be
filed by the Trust with the Secretary of State of The
Commonwealth of Massachusetts and with the Clerk of the City
of Boston, as well as any other governmental office where
such filing may from time to time be required. Anyone
dealing with the Trust may rely on a certificate by an
officer of the Trust as to whether or not any such amendments
have been made and as to any matters in connection with the
Trust hereunder; and, with the same effect as if it were the
original, may rely on a copy

<PAGE> 21
certified by an officer of the Trust to be a copy of this
instrument or of any such amendments. In this instrument and
in any such amendment, references to this instrument, and all
expressions such as "herein," "hereof" and "hereunder," shall
be deemed to refer to this instrument as amended or affected
by any such amendments. Headings are placed herein for
convenience of reference only and shall not be taken as a
part hereof or control or affect the meaning, construction or
effect of this instrument. This instrument may be executed
in any number of counterparts, each of which shall be deemed
an original.

Applicable Law

Section 6. This Declaration of Trust is made in The
Commonwealth of Massachusetts, and it is created under and is
to be governed by and construed and administered according to
the laws of said Commonwealth. The Trust shall be of the
type commonly called a Massachusetts business trust, and
without limiting the provisions hereof, the Trust may
exercise all powers which are ordinarily exercised by such a
trust.

Amendments

Section 7. This Declaration of Trust may be amended at
any time by an instrument in writing signed by a majority of
the then Trustees when authorized so to do by a vote of the
holders of a majority of the votes represented by outstanding
Shares entitled to vote, except that an amendment which shall
affect the holders of one or more series or classes of Shares
but not the holders of all outstanding series and classes
shall be authorized by vote of holders of a majority of the
votes represented by outstanding Shares entitled to vote of
each series and class affected and no vote of Shareholders of
a series or class not affected shall be required. Amendments
having the purpose of changing the name of the Trust or of
supplying any omission, curing any ambiguity or curing,
correcting or supplementing any defective or inconsistent
provision contained herein shall not require authorization by
Shareholder vote.

<PAGE> 22
IN WITNESS WHEREOF the undersigned has hereunto set his hand
in the City of Boston, Massachusetts for himself and his
assigns, as of this 31st day of July, 1996.

ANTONIO DE SPIRITO, III
Antonio DeSpirito, III
One International Place
Boston, MA 02110

THE COMMONWEALTH OF MASSACHUSETTS

Boston ss. July 31, 1996

Then personally appeared the above-named Trustee and
acknowledged the foregoing instrument to be his free act and
deed, before me,

DIANE ROTONDI
Notary Public
My commission expires: 9/23/99
(Notary's Seal)

The address of the Trust is One South Wacker Drive, Chicago,
Illinois 60606

The Resident Agent is CT Corporation, 2 Oliver Street,
Boston, MA 02109.

EXHIBIT 2
STEIN ROE ADVISOR TRUST

BY-LAWS

<PAGE>
ARTICLE I. AGREEMENT AND DECLARATION OF TRUST,
LOCATION OF OFFICES AND SEAL.............................1
Section 1.01. Agreement and Declaration of Trust........1
Section 1.02. Principal Office..........................1
Section 1.03. Seal......................................1
ARTICLE II. BOARD OF TRUSTEES...............................1
Section 2.01. Number and Term of Office.................1
Section 2.02. Power to Declare Dividends................1
Section 2.03. Annual and Regular Meetings...............2
Section 2.04. Special Meetings..........................3
Section 2.05. Notice....................................3
Section 2.06. Waiver of Notice..........................3
Section 2.07. Quorum and Voting.........................3
Section 2.08. Action Without a Meeting..................3
ARTICLE III. EXECUTIVE COMMITTEE AND OTHER COMMITTEES.......3
Section 3.01. How Constituted...........................3
Section 3.02. Powers of the Executive Committee.........4
Section 3.03. Other Committees of the Board of Trustees.4
Section 3.04. Proceedings, Quorum and Manner of Acting..4
Section 3.05. Other Committees..........................4
Section 3.06. Action Without a Meeting..................4
Section 3.07. Waiver of Notice..........................4
ARTICLE IV. OFFICERS........................................5
Section 4.01. General...................................5
Section 4.02. Election, Term of Office and
Qualifications.........................5
Section 4.03. Resignation...............................5
Section 4.04. Removal...................................5
Section 4.05. Vacancies and Newly Created Offices.......5
Section 4.06. Chairman of the Board.....................6
Section 4.07. President.................................6
Section 4.08. Executive Vice-Presidents and Vice-
Presidents.............................6
Section 4.09. Senior Vice-President.....................6
Section 4.10. Treasurer and Assistant Treasurers........6
Section 4.11. Secretary and Assistant Secretaries.......7
Section 4.12. Controller and Assistant Controllers......7
Section 4.13. Subordinate Officers......................7
Section 4.14. Remuneration..............................7
Section 4.15. Surety Bonds..............................7
ARTICLE V. CUSTODY OF SECURITIES............................8
Section 5.01. Employment of a Custodian.................8
Section 5.02. Provisions of Custodian Contract..........8
Section 5.03. Action upon Termination of Custodian
Contract................................9
ARTICLE VI. EXECUTION OF INSTRUMENTS, RIGHTS AS SECURITY
HOLDER........................................9
Section 6.01. General...................................9
Section 6.02. Checks, Notes, Drafts, Etc................9
Section 6.03. Rights as Security Holder................10
ARTICLE VII. SHARES OF BENEFICIAL INTEREST.................10
Section 7.01. Certificates.............................10
Section 7.02. Uncertificated Shares....................10
Section 7.03. Transfers of Shares......................10
Section 7.04. Registered Shareholders..................11
Section 7.05. Transfer Agents and Registrars...........11
Section 7.06. Fixing of Record Date....................11
Section 7.07. Lost, Stolen, or Destroyed Certificates..11
Section 7.08. Resumption of Issuance of Certificates/
Cancellation of Certificates............12
ARTICLE VIII. FISCAL YEAR, ACCOUNTANT......................12
Section 8.01. Fiscal Year..............................12
Section 8.02. Accountants..............................12
ARTICLE IX. AMENDMENTS.....................................12
Section 9.01. General..................................12
Section 9.02. By Shareholders Only.....................12
ARTICLE X. MISCELLANEOUS...................................13
Section 10.01. Restrictions and Limitations............13

<PAGE> 1
STEIN ROE ADVISOR TRUST
BY-LAWS
(By-Laws Adopted by Board of Trustees on July 31, 1996
as amended and restated on October 30, 1996)

ARTICLE I. AGREEMENT AND DECLARATION OF TRUST, LOCATION OF
OFFICES AND SEAL

Section 1.01. Agreement and Declaration of Trust.
These By-Laws shall be subject to the Agreement and
Declaration of Trust as now in effect or hereinafter amended
("Declaration of Trust") of Stein Roe Advisor Trust, a
Massachusetts business trust established by the Declaration
of Trust (the "Trust").

Section 1.02. Principal Office. A principal office of
the Trust shall be located in Boston, Massachusetts. The
Trust may also maintain a principal office in the City of
Chicago, State of Illinois. The Trust may, in addition,
establish and maintain such other offices and places of
business as the Board of Trustees may from time to time
determine.

Section 1.03. Seal. The seal of the Trust shall be
circular in form and shall bear the name of the Trust, the
word "Massachusetts," and the year of its organization. The
form of the seal shall be subject to alteration by the Board
of Trustees and the seal may be used by causing it or a
facsimile to be impressed or affixed or printed or otherwise
reproduced. Any officer or Trustee of the Trust shall have
authority to affix the seal of the Trust to any document
requiring the same. Unless otherwise required by the Board
of Trustees, the seal shall not be necessary to be placed on,
and its absence shall not impair the validity of, any
document, instrument or other paper executed and delivered by
or on behalf of the Trust.

ARTICLE II. BOARD OF TRUSTEES

Section 2.01. Number and Term of Office. The Board of
Trustees shall initially consist of the initial sole Trustee,
which number may be increased or subsequently decreased by a
resolution of a majority of the entire Board of Trustees,
provided that the number of Trustees shall not be less than
one nor more than twenty-one, except that subsequent to any
sale of Shares pursuant to a public offering, there shall not
be less than three Trustees. Each Trustee (whenever
selected) shall hold office until the next meeting of
shareholders called for the purposes of electing Trustees and
until his successor is elected and qualified or until his
earlier death, resignation, or removal. Each Trustee shall
retire on December 31 of the year during which the Trustee
becomes age 72, provided, however, that any Trustee age 70 or
older on February 3, 1993, shall retire on December 31 of the
year during which the Trustee becomes age 77.

Section 2.02. Power to Declare Dividends.

(a) The Board of Trustees, from time to time as it may
deem advisable, may declare and pay dividends to the
shareholders of any series of the Trust in cash or other
property of that series, out of any source available to that
series for

<PAGE>
dividends, according to the respective rights and interests
of shareholders of that series and in accordance with the
applicable provisions of the Declaration of Trust.

(b) The Board of Trustees may prescribe from time to
time that dividends declared on shares of a series may be
payable at the election of any of the shareholders of that
series (exercisable before the declaration of the dividend),
either in cash or in shares of that series; provided that the
net asset value of the shares received by a shareholder
electing to receive dividends in shares (determined as of
such time as the Board of Trustees shall have prescribed in
accordance with the Declaration of Trust) shall not exceed
the full amount of cash to which the shareholder would be
entitled if he elected to receive cash.

(c) The Board of Trustees shall cause any dividend
payment to shareholders of a series to be accompanied by a
written statement if wholly or partly from any source other
than:

(i) such series' accumulated undistributed net income
[determined in accordance with generally accepted
accounting principles and the rules and
regulations then in effect of the Securities and
Exchange Commission or any other governmental
body having similar jurisdiction over the Trust
(the "SEC")] and not including profits or losses
realized upon the sale of securities or other
properties of the series; or

(ii) the series' net income so determined for the
current or preceding fiscal year.

Such statement shall adequately disclose the source or
sources of such payment and the basis of calculation and
shall be in such form as the SEC may prescribe.

Section 2.03. Annual and Regular Meetings. Annual and
regular meetings of the Board of Trustees may be held without
call or notice and at such places at such times as the Board
of Trustees may from time to time determine provided that
notice of the first regular meeting following any such
determination shall be given to absent Trustees. Members of
the Board of Trustees or any committee designated thereby may
participate in a meeting of such Board or committee by means
of a conference telephone or other communications equipment,
by means of which all persons participating in the meeting
can hear each other at the same time. Participation by such
means shall constitute presence in person at a meeting;
provided, however, that the Board of Trustees shall not enter
into, renew, or perform any contract or agreement, written or
oral, whereby a person undertakes regularly to serve or act
as investment adviser with respect to any series of the Trust
unless the terms of such contract or agreement and any
renewal thereof have been approved by the vote of a majority
of Trustees who are not parties to such contract or agreement
or interested persons of any such party, which votes shall be
cast at a meeting called for the purpose of voting on such
approval at which such persons are physically present.

<PAGE>
Section 2.04. Special Meetings. Special meetings of
the Board of Trustees shall be held whenever called and at
such place and time determined by the President, Executive
Vice-President or Secretary (or, in the absence or disability
of the President, Executive Vice-President and Secretary, by
any Vice-President), or a majority of the Trustees then in
office, at the time and place specified in the respective
notices or waivers of notice of such meetings.

Section 2.05. Notice. If notice of a meeting of the
Board of Trustees is required or desired to be given, notice
stating the time and place shall be mailed to each Trustee at
his residence or regular place of business at least five days
before the day on which the meeting is to be held or caused
to be delivered to him personally or to be transmitted to him
by telephone, telegraph, cable, or wireless at least one day
before the meeting.

Section 2.06. Waiver of Notice. No notice required or
desired to be given of any meeting need be given to any
Trustee who attends such meeting in person or to any Trustee
who waives notice of such meeting in writing (which waiver
shall be filed with records of such meeting), whether before
or after the time of the meeting.

Section 2.07. Quorum and Voting. At all meetings of
the Board of Trustees, the presence of one-third of the
number of Trustees then in office shall constitute a quorum
for the transaction of business; provided, however, a quorum
shall not be less than the lesser of two Trustees or 100% of
all Trustees then in office. In the absence of a quorum, a
majority of the Trustees present may adjourn the meeting
without further notice, from time to time, until a quorum
shall be present. The action of a majority of the Trustees
present at a meeting at which a quorum is present shall be
the action of the Board of Trustees, unless the concurrence
of a greater proportion is required for such action by law,
by the Declaration of Trust, or by these By- Laws.

Section 2.08. Action Without a Meeting. Any action
required or permitted to be taken at any meeting of the Board
of Trustees may be taken without a meeting, if written
consents thereto are signed by a majority of the members of
the Board, unless the consent of a larger number is required
pursuant to applicable law in which case the consents of such
number shall be required, and such written consents are filed
with the minutes of proceedings of the Board of Trustees.

ARTICLE III. EXECUTIVE COMMITTEE AND OTHER COMMITTEES

Section 3.01. How Constituted. By resolution adopted
by the Board of Trustees, the Board may designate one or more
committees, including an Executive Committee, each of which
shall consist of at least two Trustees. Each member of a
committee shall be a Trustee and shall hold office during the
pleasure of the Board.

<PAGE>
Section 3.02. Powers of the Executive Committee.
Unless otherwise provided by resolution of the Board of
Trustees, the Executive Committee shall have and may exercise
all powers of the Board of Trustees in the management of the
business and affairs of the Trust that may lawfully be
exercised by an executive committee, except the power to
recommend to shareholders any matter requiring shareholder
approval, amend the Declaration of Trust or By-Laws, or
approve any merger or share exchange that does not require
shareholder approval.

Section 3.03. Other Committees of the Board of
Trustees. To the extent provided by resolution of the Board,
other committees of the Board shall have and may exercise any
of the powers that may lawfully be granted to the Executive
Committee.

Section 3.04. Proceedings, Quorum and Manner of Acting.
In the absence of appropriate resolution of the Board of
Trustees, each committee may adopt such rules and regulations
governing its proceedings, quorum and manner of acting as it
shall deem proper and desirable, provided that the quorum
shall not be less than two Trustees except that, in the case
of a committee (other than the Executive Committee)
consisting of two Trustees, one Trustee shall constitute a
quorum unless the Board by resolution specifies that a quorum
for that committee shall consist of two Trustees. In the
absence of any member of any such committee, the members
thereof present at any meeting, whether or not they
constitute a quorum, may appoint a member of the Board of
Trustees to act in the place of such absent member.

Section 3.05. Other Committees. The Board of Trustees
may appoint other committees, each consisting of one or more
persons, who need not be Trustees. Each such committee shall
have such powers and perform such duties as may be assigned
to it from time to time by the Board of Trustees, but shall
not exercise any power which may lawfully be exercised only
by the Board of Trustees or a committee thereof.

Section 3.06. Action Without a Meeting. Any action
required or permitted to be taken at any meeting of any
committee may be taken without a meeting, if written consents
thereto are signed by a majority of the members of the
committee unless the consent of a larger number is required
pursuant to applicable law in which case the consents of such
number shall be required, and such written consents are filed
with the minutes of proceedings of the Board of Trustees or
of the committee.

Section 3.07. Waiver of Notice. Whenever any notice of
the time, place or purpose of any meeting of any committee is
required to be given under the provisions of any applicable
law or under the provisions of the Declaration of Trust or
these By-Laws, a waiver thereof in writing, signed by the
person or persons entitled to such notice and filed with the
records of the meeting, whether before or after the holding
of such meeting, or actual attendance at the meeting in
person, shall be deemed equivalent to the giving of such
notice to such persons.

<PAGE>
ARTICLE IV. OFFICERS

Section 4.01. General. The officers of the Trust shall
be a President, a Secretary, a Senior Vice-President, a
Treasurer and a Controller, and may include one or more
Executive Vice-Presidents, Vice-Presidents, Assistant
Secretaries, Assistant Treasurers or Assistant Controllers
and such other officers as may be appointed in accordance
with the provisions of Section 4.13 hereof. The Board of
Trustees may elect, but shall not be required to elect, a
Chairman of the Board.

Section 4.02. Election, Term of Office and
Qualifications. The officers of the Trust (except those
appointed pursuant to Section 4.13 hereof) shall be chosen by
the Board of Trustees at its first meeting or such subsequent
meetings as shall be held prior to its first annual meeting
and thereafter annually. If any officers are not chosen at
any annual meeting, such officers may be chosen at any
subsequent regular or special meeting of the Board. Except
as provided in Sections 4.03, 4.04 and 4.05 hereof, each
officer chosen by the Board of Trustees shall hold office
until the next annual meeting of the Board of Trustees and
until his successor shall have been chosen and qualified or
until his earlier death. Any person may hold one or more
offices of the Trust except the offices of President and
Vice-President, but no officer shall execute, acknowledge, or
verify an instrument in more than one capacity, if such
instrument is required by law, by the Declaration of Trust,
or by these By-Laws to be executed, acknowledged or verified
by two or more officers. The Chairman of the Board, if any,
shall be chosen from among the Trustees of the Trust and may
hold such office only so long as he continues to be a
Trustee. No other officer need be a Trustee.

Section 4.03. Resignation. Any officer may resign his
office at any time by delivering a written resignation to the
Board of Trustees, the President, the Secretary, or any
Assistant Secretary. Unless otherwise specified therein,
such resignation shall take effect upon delivery.

Section 4.04. Removal. Any officer may be removed from
office, whenever in the Board's judgment the best interest of
the Trust will be served thereby, by the vote of a majority
of the Board of Trustees given at any regular or special
meeting. In addition, any officer or agent appointed in
accordance with the provisions of Section 4.13 hereof may be
removed, either with or without cause, by any officer upon
whom such power of removal shall have been conferred by the
Board of Trustees.

Section 4.05. Vacancies and Newly Created Offices. If
any vacancy shall occur in any office by reason of death,
resignation, removal, disqualification, or other cause, or if
any new office shall be created, such vacancy or newly
created office may be filled by the Board of Trustees at any
regular or special meeting or, in the case of any office
created pursuant to Section 4.13 hereof, by any officer upon
whom such power shall have been conferred by the Board of
Trustees. An officer chosen by the Board of Trustees to fill
a vacancy or a newly created office shall serve until the
next annual meeting of the Board of Trustees and until his

<PAGE>
successor shall have been chosen and qualified or until his
earlier death, resignation or removal.

Section 4.06. Chairman of the Board. In the absence or
disability of the President, the Chairman of the Board, if
there be such an officer, shall preside at all shareholders'
meetings and at all meetings of the Board of Trustees. He
shall have such other powers and perform such other duties as
may be assigned to him from time to time by the Board of
Trustees.

Section 4.07. President. The President shall be the
chief executive officer and shall preside at all
shareholders' meetings and at all meetings of the Board of
Trustees. Subject to the supervision of the Board of
Trustees, he shall have the general charge of the business,
affairs and property of the Trust and general supervision
over its other officers, employees and agents.

Section 4.08. Executive Vice-Presidents and Vice-
Presidents. The Board of Trustees may from time to time
elect one or more Executive Vice-Presidents and one or more
Vice-Presidents, who shall have such powers and perform such
duties as from time to time may be assigned to them by the
Board of Trustees or the President. At the request of the
President, the Executive Vice-President, and if no Executive
Vice-President is present or able, the Vice-President may
perform all the duties of the President and, when so acting,
shall have all the powers of and be subject to all the
restrictions upon the President. If there are two or more
Executive Vice-Presidents or Vice-Presidents, the earliest
elected to the more senior office present and able shall
perform the duties of the President in his absence or
disability.

Section 4.09. Senior Vice-President. The Senior Vice-
President shall be the principal financial officer of the
Trust and shall have general charge of the finances and books
of account of the Trust. Except as otherwise provided by the
Board of Trustees, he shall have general supervision of the
funds and property of the Trust and of the performance by the
Custodian of its duties with respect thereto. He shall
render to the Board of Trustees, whenever directed by the
Board, an account of the financial condition of the Trust and
of all his transactions as Senior Vice-President; and as soon
as possible after the close of each fiscal year he shall make
and submit to the Board of Trustees a like report for such
fiscal year. He shall perform all the acts incidental to the
office of Senior Vice-President, subject to the control of
the Board of Trustees. At the request of any Executive Vice-
President, or if no Executive Vice-President is present or
able, the Senior Vice-President may perform all of the duties
of the Executive Vice-President (except to the extent that
such duties have otherwise been delegated by or pursuant to
these By-Laws) and, when so acting, shall have all the powers
of and be subject to all the restrictions upon the Executive
Vice-President.

Section 4.10. Treasurer and Assistant Treasurers. The
Treasurer and any Assistant Treasurer may perform such duties
of the Senior Vice-President as the Senior Vice-President or
the Board of Trustees may assign, and, in the absence of

<PAGE>
the Senior Vice-President, may perform all the duties of the
Senior Vice-President.

Section 4.11. Secretary and Assistant Secretaries. The
Secretary shall attend to the giving and serving of all
notices of the Trust and shall record all proceedings of the
meetings of the shareholders, Trustees, the Executive
Committee and other committees, in a book to be kept for that
purpose. He shall keep in safe custody the seal of the
Trust, and shall have charge of the records of the Trust,
including the share books and such other books and papers as
the Board of Trustees may direct and such books, reports,
certificates and other documents required by law to be kept,
all of which shall, at all reasonable times, be open to
inspection by any Trustee. He shall perform all the acts
incidental to the office of Secretary, subject to the control
of the Board of Trustees.

Any Assistant Secretary may perform such duties of the
Secretary as the Secretary or the Board of Trustees may
assign, and, in the absence of the Secretary, he may perform
all the duties of the Secretary.

Section 4.12. Controller and Assistant Controllers.
The Controller shall be the chief accounting officer of the
Trust. He shall direct the preparation and maintenance, on a
current basis, of such accounting books, records and reports
as may be necessary to permit the directors, officers and
executives of the Trust or as may be required by law. He
shall perform all the acts incidental to the office of
Controller, subject to the control of the Board of Trustees,
the Executive Vice-President or the Senior Vice-President.

Any Assistant Controller may perform such duties of the
Controller as the Controller or the Board of Trustees may
assign, of the Controller.

Section 4.13. Subordinate Officers. The Board of
Trustees from time to time may appoint such other officers or
agents as it may deem advisable, each of whom shall have such
title, hold office for such period, have such authority and
perform such duties as the Board of Trustees may determine.
The Board of Trustees from time to time may delegate to one
or more officers or agents the power to appoint any such
subordinate officers or agents and to prescribe their
respective rights, terms of office, authorities and duties.

Section 4.14. Remuneration. The salaries, if any, or
other compensation of the officers of the Trust shall be
fixed from time to time by resolution of the Board of
Trustees, except that the Board of Trustees may by resolution
delegate to any person or group of persons the power to fix
the salaries or other compensation of any subordinate
officers or agents appointed in accordance with the
provisions of Section 4.13 hereof.

Section 4.15. Surety Bonds. The Board of Trustees may
require any officer or agent of the Trust to execute a bond
to the Trust [including, without limitation, any bond
required by the Investment Company Act of 1940, or any rule
or regulation thereunder, all as now in effect or as
hereafter amended or added (the

<PAGE>
"1940 Act") and the rules and regulations of the SEC] in such
sum and with such surety or sureties as the Board of Trustees
may determine, conditioned upon the faithful performance of
his duties to the Trust, including responsibility for
negligence and for the accounting of any of the Trust's
property, funds, or securities that may come into his hands.

ARTICLE V. CUSTODY OF SECURITIES

Section 5.01. Employment of a Custodian. The Trust
shall place and at all times maintain in the custody of a
Custodian (including any sub-custodian for the Custodian) all
securities owned by the Trust and cash representing the
proceeds from sales of securities owned by the Trust and of
capital stock or other units of beneficial interest issued to
the Trust, payments of principal upon securities owned by the
Trust, or capital distribution in respect to capital stock or
other units of beneficial interest owned by the Trust,
pursuant to a written contract with such Custodian. The
Custodian shall be a bank or trust company having not less
than $2,000,000 aggregate capital, surplus and undivided
profits (as shown in its last published report).

Section 5.02. Provisions of Custodian Contract. The
Custodian contract shall be upon such terms and conditions
and may provide for such compensation as the Board of
Trustees deems necessary or appropriate, provided such
contract shall further provide that the Custodian shall
deliver securities owned by the Trust only upon sale of such
securities for the account of the Trust and receipt of
payment therefor by the Custodian or when such securities may
be called, redeemed, retired, or otherwise become payable.
Such limitations shall not prevent:

(a) the delivery of securities for examination to the
broker selling the same in accord with the "street delivery"
custom whereby such securities are delivered to such broker
in exchange for a delivery receipt exchanged on the same day
for an uncertified check of such broker to be presented on
the same day for certification;

(b) the delivery of securities of an issuer in exchange
for or for conversion into other securities alone or cash and
other securities, pursuant to any plan of merger,
consolidation, reorganization, recapitalization, or
readjustment of the securities of such issuer;

(c) the conversion by the Custodian of securities owned
by the Trust, pursuant to the provisions of such securities,
into other securities;

(d) the surrender by the Custodian of warrants, rights,
or similar securities owned by the Trust in the exercise of
such warrants, rights, or similar securities, or the
surrender of interim receipts or temporary securities for
definitive securities;

<PAGE>
(e) the delivery of securities as collateral on
borrowing effected by the Trust; or

(f) the delivery of securities owned by the Trust as a
redemption in kind of securities issued by the Trust.

The Custodian shall deliver funds of the Trust for the
purchase of securities for the portfolio of the Trust only
upon the delivery of such securities to the Custodian, but
such limitation shall not prevent the release of funds by the
Custodian for redemption of shares issued by the Trust, for
payment of interest, dividend disbursements, taxes or
management fees, for payments in connection with the
conversion, exchange or surrender of securities owned by the
Trust as set forth in subparagraphs (b), (c) and (d) above or
for operating expenses of the Trust.

The term "security" shall be broadly construed and shall
include, without limitation, the various types of securities
set forth in Section 3(a)(10) of the Securities Exchange Act
of 1934.

Section 5.03. Action upon Termination of Custodian
Contract. The contract of employment of the Custodian may be
terminated by either party on 60 days' written notice to the
other party. Upon termination of the Custodian contract,
resignation of the Custodian, or inability of the Custodian
to continue to serve, the Board of Trustees shall use its
best efforts to obtain a successor custodian. If a successor
custodian is found, the Trust shall require the retiring
Custodian to deliver the cash and securities owned by the
Trust directly to the successor custodian. In the event that
no successor custodian which has the required qualifications
and is willing to serve can be found, the Board of Trustees
shall call a special meeting of the shareholders to submit to
the shareholders, before delivery of the cash and securities
owned by the Trust to other than a successor custodian, the
question of whether the Trust shall function without a
custodian or shall be liquidated.

ARTICLE VI. EXECUTION OF INSTRUMENTS, RIGHTS AS
SECURITY HOLDER

Section 6.01. General. All deeds, documents,
transfers, contracts, agreements and other instruments
requiring execution by the Trust shall be signed by the
President, the Executive Vice-President, the Senior Vice-
President, the Controller, the Secretary, or the Treasurer,
or as the Board of Trustees may otherwise, from time to time,
authorize. Any such authorization may be general or confined
to specific instances.

Section 6.02. Checks, Notes, Drafts, Etc. Except as
otherwise authorized by the Board of Trustees, all checks and
drafts for the payment of money shall be signed in the name
of the Trust by the Custodian, and all requisitions or orders
for the payment of money by the Custodian or for the issue of
checks and drafts therefor, all promissory notes, all
assignments of shares or securities standing in

<PAGE>
the name of the Trust and all requisitions or orders for the
assignment of shares or securities standing in the name of
the Custodian or its nominee, or for the execution of powers
to transfer the same, shall be signed in the name of the
Trust by not less than two of its officers. Promissory
notes, checks, or drafts payable to the Trust may be endorsed
only to the order of the Custodian or its agent.

Section 6.03. Rights as Security Holder. Unless
otherwise ordered by the Board of Trustees, any officer shall
have full power and authority on behalf of the Trust to (1)
exercise (or waive) any and all rights, powers and privileges
incident to the ownership of any securities or other
obligations which may be owned by the Trust; and (2) attend
and to act and to vote, or in the name of the Trust to
execute proxies to vote, at any meeting of security holders
of any company in which the Trust may hold securities. At
any such meeting, any officer shall possess and may exercise
(in person or by proxy) any and all rights, powers and
privileges incident to the ownership of such securities.

ARTICLE VII. SHARES OF BENEFICIAL INTEREST

Section 7.01. Certificates. The Trust shall not issue
share certificates unless the Trustees so authorize. In the
event that certificates are issued, each certificate will be
valid if signed by the President or a Vice-President and
countersigned by the Secretary or an Assistant Secretary or
the Treasurer or an Assistant Treasurer and sealed with the
seal. The signatures may be either manual or facsimile
signatures and the seal may be either facsimile or any other
form of seal. In case any officer who has signed any
certificate ceases to be an officer of the Trust before the
certificate was issued, the certificate nevertheless has the
same effect as if the officer had not ceased to be such
officer as of the date of its issue.

Section 7.02. Uncertificated Shares. The Trust's share
ledger shall be deemed to represent and certify the number of
full and/or fractional shares of a series owned of record by
a shareholder in those instances where a certificate for such
shares has not been issued.

Section 7.03. Transfers of Shares. Shares of any
series of the Trust shall be transferable on the books of the
Trust at the request of the record holder thereof in person
or by a duly authorized attorney, upon presentation to the
Trust or its transfer agent of a duly executed assignment or
authority to transfer, or proper evidence of succession, and,
if the shares are represented by a certificate, a duly
endorsed certificate or certificates of shares surrendered
for cancellation, and with such proof of the authenticity of
the signatures as the Trust or its transfer agent may
reasonably require, provided, whether or not such shares are
represented by any certificate or certificates of shares,
that:

(a) the Trust has no duty to inquire into adverse claims
or has discharged any such duty;

(b) any applicable law relating to the collection of
taxes has been complied with; and

<PAGE>
(c) the transfer is in fact rightful or is to a bona
fide purchaser.

The transfer shall be recorded on the books of the Trust
and the old certificates, if any, shall be cancelled.

Section 7.04. Registered Shareholders. The Trust shall
be entitled to treat the holder of record of shares of each
series as the holder in fact thereof and, accordingly, shall
not be bound to recognize any equitable or other claim to or
interest in such shares on the part of any other person,
whether or not it shall have express or other notice thereof,
except as otherwise provided by the laws of Commonwealth of
Massachusetts.

Section 7.05. Transfer Agents and Registrars. The
Board of Trustees may, from time to time, appoint or remove
transfer agents and/or registrars of transfers of shares of
the Trust, and it may appoint the same person as both
transfer agent and registrar. Upon any such appointment
being made, all certificates representing shares thereafter
issued shall be countersigned by one of such transfer agents
or by one of such registrars of transfers or by both and
shall not be valid unless so countersigned. If the same
person shall be both transfer agent and registrar, only one
countersignature by such person shall be required.

Section 7.06. Fixing of Record Date. The Board of
Trustees may fix in advance a date as a record date for the
determination of the shareholders of any series entitled to
notice of or to vote at any meeting of such shareholders or
any adjournment thereof, or to express consent to Trust
action in writing without a meeting, or to receive payment of
any dividend or other distribution or allotment of any
rights, or to exercise any rights in respect of any change,
conversion, or exchange of shares of such series, or for the
purpose of any other lawful action, provided that such record
date shall not be a date more than 60 days, and, in the case
of a meeting of shareholders, not less than 10 days, prior to
the date on which the particular action requiring such
determination of shareholders of such series is to be taken.
In such case only such shareholders as shall be shareholders
of record of such series on the record date so fixed shall be
entitled to such notice of, and to vote at, such meeting or
adjournment, or to give such consent, or to receive payment
of such dividend or other distribution, or to receive such
allotment of rights, or to exercise such rights, or to take
such other action, as the case may be, notwithstanding any
transfer or redemption of any shares of such series on the
books of the Trust after any such record date. If no record
date has been fixed for the determination of shareholders,
the record date for the determination of shareholders
entitled to notice of or to vote at a meeting of shareholders
shall be at the close of business on the day on which notice
of the meeting is mailed, which shall not be more than 60
days before the meeting, or, if notice is waived by all
shareholders entitled thereto, at the close of business on
the tenth day before the day on which the meeting is held.

Section 7.07. Lost, Stolen, or Destroyed Certificates.
Before transferring on the books of the Trust shares
represented by a certificate that is alleged to have been
lost, stolen, or destroyed, the Board of Trustees or any
officer authorized by the Board may, in its or his
discretion, require the owner of the lost, stolen, or
destroyed certificate (or his legal representative) to give
the Trust a bond or other indemnity, in such form and in such
amount as of the Board or any such officer may direct and
with such surety or sureties as may be satisfactory to the
Board or any such officer, sufficient to indemnify the Trust
against any claim that may be made against it on account of
the alleged loss, theft, or destruction of any such
certificate.

Section 7.08. Resumption of Issuance of
Certificates/Cancellation of Certificates. The Trustees may
at any time resume the issuance of share certificates. The
Trustees may, by written notice to each shareholder, require
the surrender of share certificates to the Trust for
cancellation. Such surrender and cancellation shall not
affect the ownership of shares in the Trust.

ARTICLE VIII. FISCAL YEAR, ACCOUNTANT

Section 8.01. Fiscal Year. The fiscal year of each
series of shares of the Trust shall be established by the
Board of Trustees.

Section 8.02. Accountants. For each series of the
shares of the Trust, the Trust shall employ an independent
public accountant or firm of independent public accountants
as the Accountant for such series to examine and certify or
issue its report on the financial statements of that series
of the Trust. Each Accountant's certificates and reports
shall be addressed both to the Board of Trustees and to the
shareholders of the applicable series.

ARTICLE IX. AMENDMENTS

Section 9.01. General. Except as provided in Section
9.02 hereof, all By-Laws of the Trust, whether adopted by the
Board of Trustees or the shareholders, shall be subject to
amendment, alteration, or repeal, and new By-Laws may be
made, by the affirmative vote of either:

(a) the holders of record of a majority of the votes
represented by outstanding shares of the Trust entitled to
vote at any meeting, the notice or waiver of notice of which
shall have specified or summarized the proposed amendment,
alteration, repeal, or new By-Law; or

(b) a majority of the Trustees, at any regular or
special meeting.

Section 9.02. By Shareholders Only.

(a) No amendment of any section of these By-Laws shall
be made except by the shareholders of the Trust, if the By-
Laws provide that such section may not be amended, altered or
repealed except by the shareholders.

<PAGE>
(b) From and after the issue of any shares of the Trust
to the public, no amendment of this Article IX or Article X
shall be made except by the shareholders of the Trust.

ARTICLE X. MISCELLANEOUS

Section 10.01. Restrictions and Limitations.

(a) Except as hereinafter provided, no officer or
Trustee of the Trust, no officer, director, or stockholder
(or partner of a stockholder) of the investment adviser of
the Trust (as that term is defined in the 1940 Act) or of any
underwriter of the Trust, and no investment adviser or
underwriter of the Trust shall take long or short positions
in the securities issued by the Trust. The foregoing
provision shall not prevent the purchase from the Trust of
shares of any series issued by the Trust by any person at the
price available to shareholders of the Trust generally at the
time of such purchase, or as described in the current
Prospectus of the Trust, or prior to commencement of the
public offering of shares of the Trust, at the net asset
value of such shares.

(b) The Trust shall not lend assets of the Trust to any
officer or Trustee of the Trust or to any officer, director,
or stockholder (or partner of a stockholder) of, or person
financially interested in, the investment adviser or any
underwriter of the Trust, or to the investment adviser of the
Trust or to any underwriter of the Trust.

(c) The Trust shall not restrict the transferability or
negotiability of the shares of the Trust, except in
conformity with the statements with respect thereto contained
in the Trust's Registration Statement, and not in
contravention of such rules and regulations as the SEC may
prescribe.

(d) The Trust shall not permit any officer or Trustee of
the Trust, or any officer, director, or stockholder (or
partner of a stockholder) of the investment adviser or any
underwriter of the Trust to deal for or on behalf of the
Trust with himself as principal or agent, or with any
partnership, association, or trust in which he has a
financial interest; provided that the foregoing provisions
shall not prevent (1) officers and Trustees of the Trust from
buying, holding, redeeming, or selling shares in the Trust,
or from being officers, directors, or stockholders (or
partners of a stockholder) of or otherwise financially
interested in the investment adviser or any underwriter of
the Trust; (2) purchases or sales of securities or other
property by the Trust from or to an affiliated person or to
the investment adviser or any underwriter of the Trust, if
such transactions are not prohibited by the 1940 Act or have
been exempted by SEC order from the prohibitions of the 1940
Act; (3) purchases of investments for the portfolio of the
Trust through a securities dealer who is, or one or more of
whose partners, stockholders, officers, or directors is, an
officer or Trustee of the Trust, if such transactions are
handled in the capacity of broker only and commissions
charged do not exceed customary brokerage charges for such
services; (4) employment of legal counsel, registrar,
transfer agent, dividend disbursing agent, or custodian who
is, or has a partner,

<PAGE>
stockholder, officer, or director who is, an officer or
Trustee of the Trust, if only customary fees are charged for
services to the Trust; (5) sharing statistical, research,
legal and management expenses and office hire and expenses
with any other investment company in which an officer or
Trustee of the Trust is an officer, trustee, or director or
otherwise financially interested.

END OF BY-LAWS