<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.
______________________