STEIN ROE ADVISOR TRUST
497, 1998-10-09
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<PAGE>


              Stein Roe Advisor Special Venture Fund
               a series of Stein Roe Advisor Trust

          Supplement to Prospectus dated February 2, 1998

     Effective October 7, 1998, the portfolio managers for Stein 
Roe Advisor Special Venture Fund are James P. Haynie and Michael 
E. Rega, who are jointly employed by Colonial Management 
Associates, Inc. ("CMA") and Stein Roe & Farnham Incorporated 
(each of which is an indirect wholly owned subsidiary of Liberty 
Financial Companies, Inc.).  Mr. Haynie has managed or co-managed 
the Colonial Small Cap Value Fund since 1993.  Mr. Rega has been 
employed by CMA as an analyst since 1993 and has co-managed the 
Colonial Small Cap Value Fund and another Colonial equity fund 
since 1996.

     The Adviser may use both its own trading facilities and those 
of CMA to place orders for the purchase and sale of portfolio 
securities for the Fund.  For trades placed through CMA, in 
selecting broker-dealers, the Adviser may direct CMA to consider 
research and brokerage services furnished to the Adviser.

             This Supplement is Dated October 9, 1998


<PAGE>


                   STEIN ROE ADVISOR TRUST
             Stein Roe Advisor Special Venture Fund

          Supplement to Prospectus Dated Feb. 2, 1998
                       ________________

     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" companies to be those with market 
capitalizations of less than $1 billion and "medium-sized" 
companies to track the definition used by Lipper Analytical 
Services, Inc. which is currently $1 to $5 billion. (See 
Investment Policies.)  

               This Supplement is Dated Aug. 24, 1998


<PAGE>

Prospectus  Feb. 2, 1998

Stein Roe Advisor Funds

Stein Roe Advisor Balanced Fund
Stein Roe Advisor Growth & Income Fund
Stein Roe Advisor Special Fund
Stein Roe Advisor Special Venture Fund
Stein Roe Advisor International Fund

     Advisor Balanced Fund seeks to provide long-term growth of capital 
and current income, consistent with reasonable investment risk.  

     Advisor Growth & Income Fund seeks to provide both growth of 
capital and current income.  

     Advisor Special Fund seeks 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 Venture Fund seeks 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 International Fund seeks to provide long-term growth of 
capital by investing in a diversified portfolio of foreign securities.  

     Each Fund seeks to achieve its objective by investing all of its 
net investable assets in a corresponding Portfolio of SR&F Base Trust 
that has the identical investment objective and substantially the same 
investment policies as the Fund.  The investment experience of each 
Fund will correspond to its respective Portfolio.  (See Master 
Fund/Feeder Fund: Structure and Risk Factors.)

     Fund shares may be purchased only through Intermediaries, 
including retirement plan service providers.

     The Funds have no sales or redemption charges.  Each Fund is a 
multi-class series of Stein Roe Advisor Trust (with only one class of 
shares, designated Class K) and each Portfolio is a series of SR&F Base 
Trust.  Each Trust is an open-end management investment company.

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

     A Statement of Additional Information dated Feb. 2, 1998, 
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 and most recent financial statements may be 
obtained without charge by writing to Stein Roe Mutual Funds, Suite 
3200, One South Wacker Drive, Chicago, Illinois 60606, or by calling 
the Adviser. For additional information, call Retirement Services at 
800-322-1130 or Advisor/Broker Services at 800-322-0593.

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, NOR HAS THE SECURITIES AND EXCHANGE 
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.


TABLE OF CONTENTS
                                   Page
Summary..............................3
Fee Table........................... 5
Financial Highlights.................7
The Funds............................9
Investment Policies..................9
   Advisor Balanced Fund.............9
   Advisor Growth & Income Fund......9
   Advisor Special Fund.............10
   Advisor Special Venture Fund.....10
   Advisor International Fund.......10
Performance Information.............12
Risks and Investment Considerations.12
Investment Restrictions............ 14
Portfolio Investments and 
   Strategies.......................15
Net Asset Value.................... 18
How to Purchase Shares..............19
How to Redeem Shares................20
Distributions and Income Taxes......20
Management......................... 22
Organization and Description of 
  Shares............................25
Master Fund/Feeder Fund: Structure 
  and Risk Factors..................26
For More Information............... 28

SUMMARY

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

     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 the potential both to appreciate in 
value and to pay dividends to shareholders.

     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.

     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.  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.

     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 guarantee that the Funds or the 
Portfolios will achieve their investment objectives.

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.  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.  
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.  
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.  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 and the other Portfolios may invest in foreign securities, 
investors should understand and consider carefully the risks involved 
in foreign investing.  Investing in foreign securities involves certain 
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.

Purchases and Redemptions.  Fund shares may be purchased only through 
Intermediaries, including retirement plan service providers.  For 
information on purchasing and redeeming 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 each Portfolio.  In addition, it provides 
administrative services to each Fund and each Portfolio.  For a 
description of the Adviser and these service arrangements, see 
Management.

FEE TABLE
                                 Advisor         Advisor Advisor
                        Advisor  Growth  Advisor Special Inter-
                        Balanced Stock   Special Venture national
                        Fund     Fund    Fund    Fund    Fund
                        -------- ------  ------- ------- --------
Shareholder Transaction 
  Expenses /1/
Sales Load Imposed on 
 Purchases               None    None    None    None    None
Sales Load Imposed on 
 Reinvested Dividends    None    None    None    None    None
Deferred Sales Load      None    None    None    None    None
Redemption Fees          None    None    None    None    None
Exchange Fees            None    None    None    None    None

Annual Fund Operating 
 Expenses (after reim-
 bursement; as a per- 
 centage of average net 
 assets)
Management and Adminis-
 trative Fees (after 
 reimbursement )         0.00%  0.00%    0.00%   0.00%   0.00%
12b-1 Fees               0.25%  0.25%    0.25%   0.25%   0.25%
Other Expenses (after 
  reimbursement)         1.10%  1.15%    1.20%   1.25%   1.50%
                         -----  -----    -----   -----   -----
Total Fund Operating 
 Expenses (after 
 reimbursement)          1.35%  1.40%    1.45%   1.50%   1.75%
                         =====  =====    =====   =====   =====
__________
1.     Redemption proceeds exceeding $500 sent via federal funds wire 
will be subject to a $7.50 charge per transaction.

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  5 years  10 years
Advisor Balanced Fund         $14      $43      $74      $162
Advisor Growth & Income Fund   14       44       77       168
Advisor Special Fund           15       46       79       174
Advisor Special Venture Fund   15       47       82       179
Advisor International Fund     18       55       95       206

     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 a Fund.  The Fee Table reflects the combined expenses of 
both the Funds and the Portfolios.  Total Operating Expenses 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 gains distributions 
are reinvested in additional shares.

     From time to time, the Adviser may voluntarily undertake to 
reimburse a Fund for a portion of its operating expenses and its pro 
rata share of the fees and expenses payable by its master Portfolio.  
The Adviser has undertaken to reimburse each Fund for its operating 
expenses and its pro rata share of the operating expenses of its 
corresponding Portfolio to the extent such expenses exceed a specified 
percentage of the Fund's annual average net assets.  These commitments 
expire on Jan. 31, 1999, subject to earlier review and possible 
termination by the Adviser on 30 days' notice to the Fund.  Any such 
reimbursement will lower a Fund's overall expense ratio and increase 
its overall return to investors.  (Also see Management--Fees and 
Expenses.)  The following table shows each Fund's expense limit and 
what its share of the Management Fee of its master Portfolio, the 
Administrative Fee and Total Operating Expenses would be without the 
reimbursement: 
                                Management
                                and
                                Adminis-           Total
                                trative  Other     Operating
                        Expense Fees    Expenses  Expenses
                        Limit     (without reimbursement)
                        ------- ----------------------------
Advisor Balanced Fund     1.35%    0.70%    86.88%    87.83%
Advisor Growth & Income 
  Fund                    1.40     0.75     87.76     88.76
Advisor Special Fund      1.45     0.87     85.27     86.39
Advisor Special Venture 
 Fund                     1.50     0.90     87.81     88.96
Advisor International 
 Fund                     1.75     1.00     86.90     88.15

     Each Fund pays the Adviser an administrative fee based on the 
Fund's average daily net assets and each 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 
each Fund, including its share of the expenses of its master Portfolio, 
would be more or less than if the Fund invested directly in the 
securities held by the Portfolio.  The trustees concluded that the 
Funds' 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 Example 
and Fee Table is useful in reviewing a 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 the Funds pay a 12b-1 fee, long-term investors in a 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 the 12b-1 fee, see Management--Distributor or call your 
financial representative.

FINANCIAL HIGHLIGHTS

The following tables reflect the results of operations of the Funds on 
a per-share basis for the periods shown and have been audited by Arthur 
Andersen LLP, independent public accountants.  These tables should be 
read in conjunction with the respective Fund's financial statements and 
notes thereto.  The Funds' annual reports, which may be obtained from 
Advisor Trust without charge upon request, contain additional 
performance information.

Advisor Balanced Fund
                                        Period 
                                        Ended 
                                        Sept. 30, 
                                        1997(a)
                                        ---------
Net Asset Value, Beginning of Period    $10.00
                                        ------
Income from Investment Operations 
Net investment income                     0.04
Net realized and unrealized gains on 
  investments                             1.13
                                        ------
    Total from investment operations      1.17
                                        ------
Net Asset Value, End of Period          $11.17
                                        ======
Ratio of net expenses to average net 
  assets (b)                             1.35%*
Ratio of net investment income to 
 average net assets (c)                  0.70%*
Total return                            11.70%
Net assets, end of period (000 omitted)   $112


Advisor Growth & Income Fund
                                        Period 
                                        Ended 
                                        Sept. 30, 
                                        1997(a)
                                        ---------
Net Asset Value, Beginning of Period    $10.00
Income from Investment Operations 
Net investment income                     0.03
Net realized and unrealized gains on 
 investments                              1.33
    Total from investment operations      1.36
Net Asset Value, End of Period          $11.36
                                        ======
Ratio of net expenses to average net 
  assets (b)                             1.40%*
Ratio of net investment income to 
 average net assets (c)                  0.54%*
Total return                            13.60%
Net assets, end of period (000 omitted)   $114

Advisor Special Fund
                                        Period 
                                        Ended 
                                        Sept. 30, 
                                        1997(a)
                                        ---------
Net Asset Value, Beginning of Period     $10.00
                                         ------
Income from Investment Operations
Net investment loss                       (0.03)
Net realized and unrealized gains on 
 investments                               2.49
                                         ------
    Total from investment operations       2.46
                                         ------
Net Asset Value, End of Period           $12.46
                                         ======
Ratio of net expenses to average net 
 assets (b)                               1.44%*
Ratio of net investment income to 
 average net assets (c)                  (0.46%)*
Total return                             24.60%
Net assets, end of period (000 omitted)    $125

Advisor Special Venture Fund
                                        Period 
                                        Ended 
                                        Sept. 30, 
                                        1997(a)
                                        ---------
Net Asset Value, Beginning of Period    $10.00
                                        ------
Income from Investment Operations 
Net investment loss                      (0.03)
Net realized and unrealized gains on 
 investments                              1.87
                                        ------
    Total from investment operations      1.84
                                        ------
Net Asset Value, End of Period          $11.84
                                        ======
Ratio of net expenses to average net 
 assets (b)                              1.50%*
Ratio of net investment income to 
 average net assets (c)                 (0.42%)*
Total return                            18.40%
Net assets, end of period (000 omitted)   $118

Advisor International Fund
                                        Period 
                                        Ended 
                                        Sept. 30, 
                                        1997(a)
                                        ---------
Net Asset Value, Beginning of Period     $10.00
                                         ------
Income from Investment Operations
Net investment income                      0.06
Net realized and unrealized gains on 
 investments                               0.64
                                         ------
    Total from investment operations       0.70
                                         ------
Net Asset Value, End of Period           $10.70
                                         ======
Ratio of net expenses to average net 
 assets (b)                               1.75%*
Ratio of net investment income to 
 average net assets (c)                   0.87%*
Total return                              7.00%
Net assets, end of period (000 omitted)    $107
- ----------
*Annualized.
(a) From commencement of operations on Feb. 14, 1997, reflects 
information relating to the initial shares of a Fund that were 
redesignated Class K shares as of Oct. 15, 1997.  As presented in other 
parts of this prospectus, the historical performance of Class K shares 
prior to Feb. 14, 1997, is based on the performance of each Fund's 
respective Portfolio, restated to reflect 12b-1 fees and other expenses 
applicable to Class K, without giving effect to any expense 
reimbursements described herein and assuming reinvestment of dividends 
and capital gains.
(b) If the Fund had paid all of its expenses and there had been no 
reimbursement of expenses by the Adviser, this ratio would have been 
87.83% for Advisor Balanced Fund, 88.76% for Advisor Growth & Income 
Fund, 86.39% for Advisor Special Fund, 88.96% for Advisor Special 
Venture Fund, and 88.15% for Advisor International Fund for the period 
ended Sept. 30, 1997.
(c) Computed giving effect to the Adviser's expense limitation.

THE FUNDS

The five mutual funds described in this prospectus (referred to 
collectively as the "Funds") are series of Advisor Trust, which is an 
open-end management investment company authorized to issue shares of 
beneficial interest in separate series.  

     Rather than invest in securities directly, each Fund seeks to 
achieve its investment objective by using the "master fund/feeder fund 
structure."  Under that structure, a feeder fund and one or more other 
feeder funds pool their assets in a master portfolio that has the same 
investment objective and substantially the same investment policies as 
the feeder funds.  (See Master Fund/Feeder Fund: Structure and Risk 
Factors.)  Each Fund invests all of its net investable assets in a 
corresponding portfolio (referred to collectively as the "Portfolios") 
which is a series of SR&F Base Trust ("Base Trust").  

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

INVESTMENT POLICIES

     The Funds invest as described below.  Further information on 
investment techniques that may be employed 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.  

Stein Roe Advisor Balanced Fund ("Advisor Balanced Fund") seeks 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 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.  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 ("Advisor Growth & Income Fund") 
seeks 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 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 the 
potential both 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.

Stein Roe Advisor Special Fund ("Advisor Special Fund") seeks 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 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.

Stein Roe Advisor Special Venture Fund ("Advisor Special Venture Fund") 
seeks to provide long-term capital appreciation by investing primarily 
in a diversified portfolio of equity securities of entrepreneurially 
managed companies.  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 Advisor Special 
Venture Fund. It emphasizes investments in financially strong 
small and medium-sized companies, based principally on management 
appraisal and stock valuation.  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, through personal visits,  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.

Stein Roe Advisor International Fund ("Advisor International Fund") 
seeks 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 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).  As of Sept. 30, 1997, 
International Portfolio had more than 5% of its total assets in each of 
the following countries: 

Countries        Market Value   Percentage of
                  (in 000s)     Total Assets
Japan              $27,678        16.44%
United Kingdom      16,881        10.02
Germany             12,204         7.25
France              11,503         6.83
Finland             11,144         6.62

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.)

PERFORMANCE INFORMATION

The total return from an investment in a 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 a 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 no guarantee of future results.  Share 
prices may vary, and your shares when redeemed may be worth more or 
less than your original purchase price.

     Each Fund invests all of its net investable assets in a 
corresponding master Portfolio, which has the same investment objective 
and substantially the same investment policies as the Fund.  Each Fund 
commenced operations on Feb. 14, 1997.  The historical performance for 
the period prior to Feb. 14, 1997, is based on the performance of the 
Portfolio, restated to reflect the sales charges, 12b-1 fees and other 
applicable expenses as set forth in the Fee Table, without giving 
effect to any fee reimbursements described therein and assuming 
reinvestment of dividends and capital gains.  Historical performance as 
restated should not be interpreted as indicative of a Fund's future 
performance.  The average annual total returns for the periods ended 
Sept. 30, 1997 were:
                                                           Since
Fund                 1 Year  3 Years  5 Years  10 Years  Inception
- ---------------------  ------  ---------  -------  ---------  ----------
Advisor Balanced Fund   23.24%  17.26%   13.02%   10.76%     9.63%
Advisor Growth & 
 Income Fund          30.55    24.50   18.71     13.38    13.20
Advisor Special Fund  33.30    21.46   18.30     14.38    13.92
Advisor Special 
 Venture Fund         21.46       --      --        --    26.93
Advisor Interna-
 tional Fund           9.26     5.16      --        --     6.00

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

     Each 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.  No 
Portfolio will, 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 a Fund or Portfolio 
will achieve its objective.

     Each Portfolio may invest 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.  International Portfolio invests primarily in 
foreign securities and each other 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.  

     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 a 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 a Portfolio may be found under Portfolio Investments and Strategies.


INVESTMENT RESTRICTIONS

Each Fund and Portfolio is diversified as that term is defined in the 
Investment Company of 1940.

     No Fund or 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 /1/ for such securities.  This 
restriction also does not prevent a Fund from investing all of its 
assets in shares of another investment company having the identical 
investment objective under a master/feeder structure.
- -------
/1/  A repurchase agreement involves a sale of securities to a 
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, a Portfolio could experience both losses and delays in 
liquidating its collateral.
- -------

     No Fund or Portfolio will acquire more than 10% of the outstanding 
voting securities of any one issuer.  A Fund may, however, invest all 
of its assets in shares of another investment company having the 
identical investment objective under a master/feeder structure.

     While no Fund or Portfolio may make loans, each may (1) purchase 
money market instruments and enter into repurchase agreements; (2) 
acquire publicly distributed or privately placed debt securities; (3) 
lend portfolio securities under certain conditions; and (4) participate 
in an interfund lending program with other Stein Roe Funds and 
Portfolios.  A Fund or Portfolio may not borrow money, except for 
nonleveraging, 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.

     Each Portfolio may invest in repurchase agreements, provided that 
it will not invest more than 15% of its net assets in illiquid 
securities, including repurchase agreements maturing in more than seven 
days.

     The policies summarized in the second, third, and fourth 
paragraphs under this section (except for the second and third 
paragraphs as they relate to Advisor Special Fund and Special 
Portfolio) and the policy with respect to concentration of investments 
in any one industry described under Risks and Investment Considerations 
are fundamental policies of each Fund and each 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 each Fund and its master Portfolio 
is nonfundamental 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, each Portfolio 
may invest in debt securities of corporate and governmental issuers.  
Investments in debt securities by Growth & Income Portfolio and 
Balanced Portfolio 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 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 Fund is lost or reduced below investment grade, the Fund is not 
required to dispose of the security--the Adviser will, however, 
consider that fact in determining whether that Fund should continue to 
hold the security.  Special Venture Portfolio, Special Portfolio and 
International Portfolio may invest up to 35% of their net assets in 
debt securities, but do not expect to invest more than 5% of their net 
assets in debt securities that are rated below investment grade.

Foreign Securities.  Each Portfolio may invest in sponsored or 
unsponsored ADRs.  In addition to, or in lieu of, such direct 
investment, Each 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.  

     As of Sept. 30, 1997, holdings of foreign companies, as a 
percentage of net assets, were as follows: Balanced Portfolio, 11.4% 
(3.9% in foreign securities and 7.5% in ADRs); Growth & Income 
Portfolio, 3.1% (0.5% in foreign securities and 2.6% in ADRs); Special 
Portfolio, 7.8% (5.3% in foreign securities and 2.5% in ADSs); and 
Special Venture Portfolio, 3.2% (1.7% in foreign securities and 1.5% in 
ADRs).

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, a 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 a 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 
a Portfolio of unrealized profits or force it 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 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.)

      A 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. 

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 conversion 
right, while earning higher current income than would be available if 
the stock were purchased directly.  In determining whether to purchase 
a convertible security, 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, each 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 tend to be more important than other factors in the purchase 
of convertible securities.

Lending Portfolio Securities; When-Issued and Delayed-Delivery 
Securities.  Each Portfolio may make loans of its portfolio securities 
to broker-dealers and banks subject to certain restrictions described 
in the Statement of Additional Information.  Each Portfolio may 
participate in an interfund lending program, subject to certain 
restrictions described in the Statement of Additional Information.  
Each 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 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.  A 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.   Each 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 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.  No Portfolio expects 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, 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.  
No Portfolio expects 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 hedge against changes in security prices, 
interest rates or currency fluctuations, a 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.  
A Portfolio may write a call or put option only if the option is 
covered.  As the writer of a covered call option, a 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 a 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 the Portfolios do 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 or redemption price of a Fund's shares is its net asset 
value per share.  Each Fund determines the net asset value of its 
shares as of the close of regular session 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.  Each Portfolio allocates net asset 
value, income, and expenses to its feeder funds in proportion to their 
respective interests in the 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 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.

     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 shares of a Fund only through intermediaries, 
including certain broker-dealers, bank trust departments, asset 
allocation programs sponsored by the Adviser, wrap fee programs, and 
retirement plan service providers ("Intermediaries").  The Adviser and 
the Funds do not recommend, endorse, or receive payments from any 
Intermediary.  

Shares of the Funds are offered continuously.  Orders received in good 
order prior to the time at which a Fund values its shares (or placed 
with an Intermediary before such time and transmitted by the 
Intermediary before the Fund processes that day's share transactions or 
such other time as agreed to by the parties) will be processed based on 
that day's closing net asset value.

Conditions of Purchase.  Each purchase order must be accepted by an 
authorized officer of the Distributor or its authorized agent and is 
not binding until accepted and entered on the books of the Funds.  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 a Fund's shareholders.  

     To reduce the volume of mail you receive, only one copy of certain 
materials, such as prospectuses and shareholder reports, will be mailed 
to your household (same address).  Please call 800-322-0593 if you wish 
to receive additional copies free of charge.  

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 Fund shares, 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.  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 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 policies and 
procedures.  In particular, individual participants of qualified 
retirement plans may exchange shares through the plan sponsor or 
administrator.  Those participants may exchange shares only for shares 
of the same class of other Advisor Trust Funds that are included in the 
plan.  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.  The Funds reserve 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.  Advisor Trust will terminate the exchange 
privilege as to a particular shareholder if the Adviser determines, in 
its sole discretion, that the shareholder's exchange activity is likely 
to adversely impact the Adviser's ability to manage the investment 
portfolio in accordance with the investment objectives or otherwise 
harm a Fund or its remaining shareholders.  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 the 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.  However, for shares recently purchased by check, a Fund will 
delay sending proceeds 15 days in order to protect the Fund against 
financial losses and dilution in net asset value caused by dishonest 
purchase payment checks.  To avoid delay in payment, investors are 
advised to purchase shares unconditionally, such as by certified check 
or other immediately available funds.  (See Distributions and Income 
Taxes.)


DISTRIBUTIONS AND INCOME TAXES

Distributions.  Income dividends are declared and paid each calendar 
quarter by Advisor Balanced Fund and Advisor Growth & Income Fund and 
annually by Advisor Special Fund, Advisor Special Venture Fund, and 
Advisor International Fund.  Each 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 12-month period ended Oct. 31 in 
that year.  Each Fund intends to distribute any undistributed net 
investment income and net realized capital gains in the following year.

     All income dividends and capital gains distributions on Fund 
shares will be reinvested in additional shares unless your Intermediary 
elects to have distributions paid by check.  Reinvestment normally 
occurs on the payable date.  Regardless of your election, distributions 
of $10 or less will not be paid by check to the shareholder, but will 
be reinvested in additional shares of the same class of the Fund at net 
asset value.  If you have elected to receive dividends and/or capital 
gains distributions in cash and the postal or other delivery service 
selected by the Transfer Agent is unable to deliver checks to your 
address of record, your distribution option will automatically be 
converted to having all dividend and other distributions reinvested in 
additional shares.  Advisor Trust reserves the right to reinvest the 
proceeds and future distributions in additional shares of a Fund if 
checks mailed to you for distributions are returned as undeliverable or 
are not presented for payment within six months.  No interest will 
accrue on amounts represented by uncashed distribution or redemption 
checks.  To change your election, call the Fund for instructions.

Income Taxes.  For federal income tax purposes, each Fund is treated as 
a separate taxable entity distinct from the other series of Advisor 
Trust.  Each Fund 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 gains 
that is distributed to shareholders.  

     Each 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 a 
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.

     The Taxpayer Relief Act of 1997 (the "Act") reduced from 28% to 
20% the maximum tax rate on long-term capital gains.  This reduced rate 
generally applies to securities held for more than 18 months and sold 
after July 28, 1997, and securities held for more than one year and 
sold between May 6, 1997 and July 29, 1997.

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 Portfolio 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 International 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.


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 each Fund and each 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 the Funds and the Portfolios and 
other feeder funds investing in a 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 each Portfolio and the business affairs of the 
Funds, the Portfolios, 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 and its predecessor have advised and managed mutual funds since 
1949.  The Adviser is a wholly owned indirect subsidiary of Liberty 
Financial Companies, Inc. ("Liberty Financial"), which in turn is a 
majority owned indirect subsidiary of Liberty Mutual Insurance Company.

     In approving the use of a single combined prospectus, the Board 
considered the possibility that one Fund or Portfolio might be liable 
for misstatements in the prospectus regarding information concerning 
another Fund or Portfolio.

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.  He 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 (1981) and an 
M.B.A. from the Wharton School of the University of Pennsylvania 
(1985).  As of Sept. 30, 1997, Mr. Cantor was responsible for managing 
$338 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.

     Harvey B. Hirschhorn has been portfolio manager of Balanced 
Portfolio since its inception in 1997 and had managed its predecessor 
since Apr., 1996.  He is executive vice president and chief economist 
and investment strategist of the Adviser, which he joined in 1973.  He 
received an A.B. degree from Rutgers College (1971) and an M.B.A. from 
the University of Chicago (1973), and is a chartered financial analyst.  
Mr. Hirschhorn was responsible for managing $615 million in mutual fund 
net assets at Sept. 30 1997.  William Garrison and Sandra Knight are 
associate portfolio managers.  Mr. Garrison joined the Adviser in 1989.  
He received his A.B. from Princeton University (1988) and an M.B.A. 
from the University of Chicago (1995).  Ms. Knight is a vice president 
and quantitative analyst with the Adviser, which she joined in 1991.  
She earned a B.S. degree from Lawrence Technological University (1984) 
and an M.B.A. from Loyola University of Chicago (1991).  

     Richard B. Peterson has been co-manager of Special Venture 
Portfolio since its inception in 1997 and managed its predecessor since 
its inception in 1994; John S. McLandsborough has been co-portfolio 
manager since July 1997.  Mr. Peterson, who began his investment career 
at Stein Roe & Farnham in 1965 after graduating with a B.A. from 
Carleton College (1962) and the Woodrow Wilson School at Princeton 
University (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 Corp.  
Prior to joining the Adviser in Apr. 1996, Mr. McLandsborough was an 
equity research analyst with CS First Boston from June 1994 until Jan. 
1996 and with National City Bank of Cleveland prior thereto.  Mr. 
McLandsborough, a chartered financial analyst, earned a bachelor's 
degree in finance in 1989 from Miami University and a master's degree 
in 1992 from Indiana University.  As of Sept. 30, 1997, Messrs. 
Peterson and McLandsborough were responsible for co-managing $507 
million in mutual fund net assets.

     M. Gerard Sandel has been manager of Special Portfolio and senior 
vice president and principal of the Adviser since July 1997.  Prior to 
joining the Adviser in July 1997, Mr. Sandel was portfolio manager of 
the Marshall Mid-Cap Value Fund and its predecessor fund and vice 
president of M&I Investment Management Corporation since Oct. 1993.  
Prior thereto, he was vice president of Acorn Asset Management 
Corporation.  A chartered financial analyst, Mr. Sandel earned a 
bachelor's degree in 1977 from the University of Southern Mississippi 
and a master's degree in 1984 from the American Graduate School.  As of 
Sept. 30, 1997, he was responsible for managing $1.3 billion in mutual 
fund net assets.

 David P. Harris has been co-portfolio manager of International Portfolio 
since its inception in 1997 and had been manager to its predecessor since 
its inception in 1994 (he served as an associate portfolio manager until 
May 1995.)  He joined the Adviser in 1995 as vice president to create Stein 
Roe Global Capital Management, a dedicated global and international equity 
management unit.  Mr. Harris is also employed by Colonial Management 
Associates, Inc., a subsidiary of Liberty Financial and an affiliate of the 
Adviser, as vice president.  Mr. Harris was a portfolio manager with 
Rockefeller & Co. ("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 Sept. 30, 1997, Mr. Harris was responsible 
for managing $207 million in mutual fund net assets.

Fees and Expenses.  In return for its services, the Adviser is entitled 
to receive a management fee from each Portfolio  and an administrative 
fee from each Fund.  The following table shows the annual rates (dollar 
amounts shown in millions) as a percentage of average net assets:

Fund                         Management Fee    Administrative Fee
Advisor Growth & Income Fund  N/A             .15% up to $500, 
                                              .125% next $500, 
                                              .10% thereafter
Growth & Income Portfolio   .60% up to $500, 
                            .55% next $500, 
                            .50% thereafter    N/A
Advisor Balanced Fund        N/A              .15% up to $500, 
                                              .125% next $500, 
                                               .10% thereafter
Balanced Portfolio         .55% up to $500, 
                           .50% next $500, 
                           .45% thereafter      N/A
Advisor Special Fund        N/A                .15% up to $500, 
                                               .125% next $500, 
                                               .10% next $500, 
                                               .075% thereafter
Special Portfolio          .75% up to $500,  
                           .70% next $500, 
                           .65% next $500, 
                           .60% thereafter      N/A
Advisor Special Venture 
  Fund                      N/A                 .15%
Special Venture Portfolio  .75%                 N/A
Advisor International Fund  N/A                 .15%
International Portfolio    .85%                 N/A

For the period ended Sept. 30, 1997, the total expenses, after the fee 
waivers described under Fee Table, for Advisor Balanced Fund, Advisor 
Growth & Income Fund, Advisor Special Fund, Advisor Special Venture 
Fund and Advisor International Fund amounted to 1.35%, 1.40%, 1.45%, 
1.50% and 1.75%, respectively.

     Under a separate agreement with each Trust, the Adviser provides 
certain accounting and bookkeeping services to the Funds and the 
Portfolios including computation of net asset value and calculation of 
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 Fund shares.

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

Transfer Agent and Shareholder Services.  Colonial Investors Service 
Center, Inc. ("Transfer Agent"), P. O. Box 1722, Boston, Massachusetts 
02105, an indirect subsidiary of Liberty Financial, is the agent of 
Advisor Trust for the transfer of shares, disbursement of dividends, 
and maintenance of shareholder accounting records. 

     Some Intermediaries that maintain nominee accounts with a Fund for 
their clients who are Fund shareholders may be paid by the Transfer 
Agent for shareholder servicing and accounting services they provide 
with respect to the underlying Fund shares.  

Distributor.  Fund shares are offered for sale through Liberty 
Financial Investments, Inc. ("Distributor") without any sales 
commissions.  The Distributor is a subsidiary of Colonial Management 
Associates, Inc., which is an indirect subsidiary of Liberty Financial.  
The business address of the Distributor is One Financial Center, 
Boston, Massachusetts 02111; however, all Fund correspondence 
(including purchase and redemption orders) should be mailed to Colonial 
Investors Service Center, Inc., the Transfer Agent, at P.O. Box 1722, 
Boston, Massachusetts 02105.  

     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 expenses related to the promotion 
and distribution of Fund shares including its expenses related to the 
sale and promotion of Fund shares and to servicing of the shares, the 
Distributor receives from each Fund a servicing and/or distribution fee 
at an annual rate not exceeding 0.25% of its average net assets.  The 
Distributor generally pays this compensation to institutions that 
distribute a Fund shares and provide services to the 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.

Custodian.  State Street Bank and Trust Company (the "Bank"), 225 
Franklin Street, Boston, Massachusetts 02101, is the custodian for the 
Funds and the Portfolios.  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, 10 series 
are 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 the 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 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 
also is 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 series was unable to meet its obligations.

     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.

MASTER FUND/FEEDER FUND: STRUCTURE AND RISK FACTORS

Each Fund (which are series of Advisor Trust, an open-end management 
investment company) seeks to achieve its objective by investing all of 
its assets in another mutual fund having an investment objective 
identical to that of the Fund.  The shareholders of each Fund approved 
this policy of permitting a Fund to act as a feeder fund by investing 
in a Portfolio.  Please refer to Investment Policies, Portfolio 
Investments and Strategies, and Investment Restrictions for a 
description of the investment objectives, policies, and restrictions of 
the Funds and the Portfolios.  The management fees and expenses of the 
Funds and the Portfolios are described under Fee Table and Management.  
Each feeder Fund bears its proportionate share of the expenses of its 
master Portfolio.

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

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

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

     The common investment objectives of the Funds and the Portfolios 
are nonfundamental and may be changed without shareholder approval, 
subject, however, to at least 30 days' advance written notice to a 
Fund's shareholders.

     The fundamental policies of each Fund and the corresponding 
fundamental policies of its master Portfolio can be changed only with 
shareholder approval.  If a Fund, as a Portfolio investor, is requested 
to vote on a change in a fundamental policy of a Portfolio or any other 
matter pertaining to the Portfolio (other than continuation of the 
business of the Portfolio after withdrawal of another investor), the 
Fund will solicit proxies from its shareholders and vote its interest 
in the Portfolio for and against such matters proportionately to the 
instructions to vote for and against such matters received from Fund 
shareholders.  A Fund will vote shares for which it receives no voting 
instructions in the same proportion as the shares for which it receives 
voting instructions.  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 investors in a Portfolio.  If other 
investors hold a majority interest in a Portfolio, they could have 
voting control over that Portfolio.  

     In the event that a Portfolio's fundamental policies were changed 
so as to be inconsistent with those of the corresponding Fund, the 
Board of Trustees of Advisor Trust would consider what action might be 
taken, including changes to the Fund's fundamental policies, withdrawal 
of the Fund's assets from the Portfolio and investment of such assets 
in another pooled investment entity, or the retention of an investment 
adviser to invest those assets directly in a portfolio of securities.  
Any of these actions would require the approval of a Fund's 
shareholders.  A 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 a Fund's assets could 
result in a distribution in kind of portfolio securities (as opposed to 
a cash distribution) to the Fund.  Should such a distribution occur, 
the 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 
the Fund and could affect the liquidity of the Fund.

     Each investor in a Portfolio, including a Fund, may add to or 
reduce its investment in the Portfolio on each day the NYSE is open for 
business.  The investor's percentage of the aggregate interests in the 
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 the 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 the Portfolio effected on such day; and (ii) 
the denominator of which is the aggregate beginning of the day net 
asset value of the 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 the Portfolio by all investors in the 
Portfolio.  The percentage so determined will then be applied to 
determine the value of the investor's interest in the Portfolio as of 
the close of business.

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

     Each Portfolio commenced operations in Feb. 1997 when each of 
Stein Roe Growth & Income Fund, Stein Roe Balanced Fund, Stein Roe 
Special Fund, Stein Roe Special Venture Fund and Stein Roe 
International Fund, series of Stein Roe Investment Trust, converted 
into a feeder fund by investing all of its assets in a corresponding 
Portfolio.  Information regarding any investment company that may 
invest in a Portfolio 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

For more information about the Advisor Funds, call Retirement Services 
at 800-322-1130 or Advisor/Broker Services at 800-322-0593.
                       ______________________





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