COLONIAL TRUST III
N-30D, 1999-01-07
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STEIN ROE ADVISOR Tax-Managed Growth Fund    Annual report
Managed by Stein Roe & Farnham Incorporated
October 31, 1998

                         Not FDIC    May Lose Value
                         Insured     No Bank Guarantee

                        Stein Roe Advisor Tax-Managed
                           Growth Fund Highlights
                    November 1, 1997 -- October 31, 1998

Investment Objective: Stein Roe Advisor Tax-Managed Growth Fund seeks long-
term capital growth while reducing shareholder exposure to taxes.

The Fund is Designed to Offer:

      [X]   Premier growth management
      [X]   A sensitivity to taxes
      [X]   The potential for attractive returns before and after taxes

Portfolio Management Commentary: "U.S. stock prices became increasingly 
volatile during the period, as a variety of external factors fueled 
expectations of declining corporate earnings growth. The Fund's performance 
during the period was above its Lipper peer group average,1 and our tax-
managed strategies helped boost the Fund's after-tax returns relative to its 
peers."
                                            - Mel Hughes and Steve Berman

            Stein Roe Advisor Tax-Managed Growth Fund Performance

<TABLE>
<CAPTION>
                                           Class A     Class B     Class C
Inception date                            12/30/96    12/30/96    12/30/96
- --------------------------------------------------------------------------
<S>                                        <C>         <C>         <C>
12-month total returns, assuming           11.21%      10.37%      10.37%
 reinvestment of all distributions 
 and no sales charge or contingent 
 deferred sales charge (CDSC) 
- --------------------------------------------------------------------------
Net asset value per share on 10/31/98     $13.39      $13.20      $13.20
- --------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
Top Five Holdings (as of 10/31/98)(2)   Top Five Sectors (as of 10/31/98)(2)
- -------------------------------------   ------------------------------------
<S>                           <C>       <C>                          <C>
1. Procter & Gamble Co.       3.3%      1. Financials                21.9%
2. Alza Corp.                .3.3%      2. Consumer Cyclicals        15.4%
3. S&P Depository Receipts    3.1%      3. Consumer Staples          13.6%
4. Philip Morris Co., Inc.    3.1%      4. Technology                11.4%
5. Fannie Mae                 3.0%      5. Health Care               10.4%
</TABLE>

Performance results reflect any voluntary waivers or reimbursement of Fund 
expenses by the Advisor and its affiliates. Absent these waivers or 
reimbursement arrangements, performance results would have been lower.

[FN]
<F1>  Lipper Analytical Services, Inc., a widely respected data provider in 
      the industry, calculates an average total return for mutual funds with 
      similar investment objectives as the Fund. The total return calculated 
      for the Growth Funds peer group of 945 mutual funds was 9.61% for the 
      12 months ended October 31, 1998. The Fund had a total return of 
      11.21% for Class A shares at net asset value and was ranked 507 out of 
      945 funds. 
<F2>  Holdings and sectors are calculated as a percentage of total net 
      assets. The sector classifications used on this page are based upon 
      Stein Roe's defined criteria. Industry sectors in the following 
      financial statements are based upon the standard industrial 
      classifications (SIC) as published by the U.S. Office of Management 
      and Budget. 
</FN>

Because the Fund is actively managed, there can be no guarantee the Fund 
will continue to  hold these securities or invest in these sectors in the 
future.


                             President's Message
                            To Fund Shareholders

In June 1998, Harold Cogger retired as president of Stein Roe Advisor Tax-
Managed Growth Fund. I would like to take this opportunity to thank him for 
his guidance over the past few years and wish him well. As the new president 
of the Fund, I present you with your Fund's annual report for the 12-month 
period ended October 31, 1998. 

Over the past 12 months, a variety of global events contributed to higher 
levels of volatility in stock markets throughout the world, including the 
U.S. Early in the period, turmoil in Southeast Asia and the subsequent 
concern over a global economic slowdown created an investment environment of 
uncertainty. In a search for stability, investors worldwide gravitated 
toward stocks of large, well-known blue-chip companies, which helped push 
the Standard & Poor's 500 Index to a record high in July 1998. That same 
month, however, a monetary and political crisis in Russia and continued 
concerns about Asia set the stage for a dramatic correction in U.S. stock 
prices. Stocks did end the period on a positive note, as two rate cuts by 
the Federal Reserve in the fall helped reduce fears of a U.S. recession.

It was another very challenging period for broad-based equity fund managers. 
In a trend that has existed throughout 1997 and most of 1998, strong U.S. 
equity market performance was led by stocks of only a handful of large, 
well-established U.S. companies, making it difficult for equity fund 
managers to maintain proper diversification and still outperform the market. 
Fortunately, the Stein Roe Advisor Tax-Managed Growth Fund sought to 
maximize after-tax returns by paying out no taxable distributions to 
shareholders. 

The following report will provide you with more specific information about 
your Fund's performance and the strategies used to increase the Fund's 
after-tax returns. Thank you for choosing Stein Roe Advisor Tax-Managed 
Growth Fund and for giving us the opportunity to serve your investment 
needs. 

Respectfully, 

/s/ Stephen E. Gibson
Stephen E. Gibson
President
December 11, 1998

Because market and economic conditions change frequently, there can be no 
assurance that the trends described above and on the following pages will 
continue. 


                         Portfolio Management Report

Mel Hughes and Steve Berman are senior equity analysts at Stein Roe & 
Farnham Incorporated and members of the ten-person investment management 
team for Stein Roe Advisor Tax-Managed Growth Fund. What follows is a 
discussion of the Fund's performance for the 12-month period ended October 
31, 1998.

Economic uncertainty increased volatility in equity markets

Volatility became the norm during the period, as a variety of global events 
caused U.S. equities to experience dramatic price swings in both directions. 
Financial and economic turmoil in the developing regions of Southeast Asia, 
Latin America and Russia had a ripple effect in the U.S., impacting our 
financial markets and the economy as a whole. Fearing a global economic 
slowdown, equity investors sought refuge in stocks of large, well-
established U.S. companies. Following an equity market peak in July 1998, 
the prolonged rally came to an abrupt end when Russia experienced serious 
political and financial problems. U.S. stock prices did end the period on a 
positive note, however, as two short-term interest rate cuts by the Federal 
Reserve in the fall helped to  reduce investor concerns of a U.S. recession.

Narrow market performance challenges equity fund managers

The vast majority of U.S. equity market performance in 1998 was due to a 
continuation of the narrow market leadership we witnessed in 1997. Sustained 
investor demand for the highest quality blue-chip stocks resulted in a 
market where a relatively small number of stocks made the largest 
contribution to the return of the S&P 500, which gained over 22% in the past 
12 months. This type of market environment made it very challenging for 
diversified investment managers to post similar returns. While the Fund is 
invested predominantly in large-cap stocks, it has a larger weighting in
mid-cap stocks than the S&P 500. 

The Fund performed well relative to its peer group

Compared to other funds in its Lipper peer group, the Stein Roe Advisor Tax-
Managed Growth Fund outperformed the group's average return. For the 12 
months ended October 31, 1998, the Fund's Class A shares had a total return 
of 11.21%, based on net asset value. By comparison, the average total return 
for the Lipper Growth Funds category was 9.61% for the same 12-month period. 
After-tax returns were enhanced by the Fund's 100% tax efficiency during the 
period. There were no net capital gains distributed 
to shareholders.

Market correction provided an opportunity to manage taxes

During the past 12 months, periods of volatility provided a number of 
opportunities, both to capture capital losses and upgrade the portfolio with
attractively priced, high-quality stocks. For example, an opportunity came 
during the market downturn in August 1998, when we selectively harvested 
losses that could be used to offset gains. The most common strategy we use 
is a "tax switch," where we sell a stock and invest the proceeds in another 
stock within the same sector. For example, in the energy sector, we realized 
a loss when we sold Ocean Energy and switched into Amoco (2.0% of total net 
assets), another energy stock that offered equal or greater upside growth 
potential and comparatively less risk. In another instance, we sold only a
portion of our Citicorp holdings (1.1% of total net assets), a stock that
continued to offer strong fundamentals and good upside potential. After 
capturing a tax loss on this sale, we used the proceeds to purchase 
Sunamerica, Inc. (0.9% of total net assets), another attractive financial 
stock which is now in the process of being acquired by AIG, a premier global 
insurance company. 

Earnings growth can continue, but at a slower pace

Looking ahead, we expect a period of continued, albeit more modest, earnings 
growth against a backdrop of stable or declining interest rates. Such a 
climate should have a generally positive influence on stock prices. While we 
anticipate continued earnings growth, we believe it will come at a slower 
pace as global economic, political and financial uncertainties begin to 
impact the profitability of U.S. companies.

We have a positive bias toward the market, but expect continued volatility 
in the months to come. However, we believe the Fund is well positioned for 
this type of environment. In forming the core of our portfolio, we continue 
to focus on identifying attractive, quality growth stocks, particularly 
those that are not dependent on a strong economy. Going forward, we continue 
to believe that quality growth stocks offer two important advantages for the 
Fund's shareholders. First, their above-average earnings growth prospects 
underlie our expectation for attractive investment returns over the longer 
term. Second, growth stocks are relatively tax-efficient, particularly when
combined with the tax-sensitive strategies and tactics we employ.

                Stein Roe Advisor Tax-Managed Growth Fund vs.
                       The Standard & Poor's 500 Index
            Change in Value of $10,000 from 12/31/96 -- 10/31/98
                     Class A shares based on NAV and POP

<TABLE>
<CAPTION>
                                         S&P 500        NAV         POP
                                         -------        ---         ---

<S>                                      <C>          <C>         <C>
12/96                                    10,000       10,000      10,000
 1/97                                    10,624       10,428       9,829
 2/97                                    10,708       10,269       9,678
 3/97                                    10,269        9,711       9,153
 4/97                                    10,861       10,000       9,425
 5/97                                    10,546       10,767      10,148
 6/97                                    12,060       11,285      10,636
 7/97                                    13,019       12,181      11,481
 8/97                                    12,290       11,643      10,974
 9/97                                    12,963       12,400      11,687
10/97                                    12,531       11,992      11,302
11/97                                    13,110       12,271      11,565
12/97                                    13,335       12,440      11,725
 1/98                                    13,482       12,679      11,950
 2/98                                    14,454       13,556      12,776
 3/98                                    15,194       14,143      13,330
 4/98                                    15,349       14,133      13,321
 5/98                                    15,086       13,785      12,992
 6/98                                    15,698       14,094      13,283
 7/98                                    15,532       13,984      13,180
 8/98                                    13,288       11,723      11,049
 9/98                                    14,140       12,480      11,762
10/98                                    15,289       13,337      12,570
</TABLE>

<TABLE>
<CAPTION>
                                                            Value of a
                      Average Annual Total Returns      $10,000 investment
                            As of 10/31/98               made on 12/31/96
- --------------------------------------------------------------------------
Class*                 1 year                Life         As of 10/31/98
- --------------------------------------------------------------------------
<S>     <C>            <C>                  <C>              <C>
A       NAV            11.21%               16.70%           $13,337
        POP             4.82                13.00             12,570
B       NAV            10.37                15.80             13,161
        w/CDSC          5.37                13.86             12,761
C       NAV            10.37                15.80             13,161
        w/CDSC          9.37                15.80             13,161
E       NAV            11.15                16.56             13,307
        POP             5.59                13.35             12,641
F       NAV            10.36                15.85             13,170
        w/CDSC          5.36                13.91             12,770
G       NAV            11.13                16.66             13,327
        POP             6.13                13.77             12,727
H       NAV            10.45                15.85             13,170
        w/CDSC          5.45                13.91             12,770

<F*>  Inception date for all classes is 12/30/96.
</TABLE>

Past performance cannot predict future results. Returns and value of an 
investment will vary, resulting in a gain or loss on sale.  All results 
shown assume reinvestment of distributions. Net asset value (NAV) returns do 
not include sales charges or contingent deferred sales charges (CDSC). 
Public offering price (POP) returns include the maximum sales charge of 
5.75% for Class A shares, 5% for Class E shares and 4.50% for Class G 
shares. The CDSC returns reflect charges of  5% for one year and 4% since 
inception for Class B, F and H shares, and 1% for one year for Class C 
shares. Performance for different share classes will vary based on 
differences in sales charges and fees associated with each class. 

The Standard & Poor's 500 Index is an unmanaged index that tracks the 
performance of U.S. stock market securities. Unlike mutual funds, indexes 
are not investments, do not incur fees or expenses and are not 
professionally managed. It is not possible to invest directly in an index.

Performance results reflect any voluntary waivers or reimbursement of Fund 
expenses by the Advisor. Absent these waivers or reimbursement arrangements, 
performance results would have been lower.


                            INVESTMENT PORTFOLIO
                       OCTOBER 31, 1998 (IN THOUSANDS)

<TABLE>
<CAPTION>
COMMON STOCKS 94.8%                         COUNTRY      SHARES     VALUE
- --------------------------------------------------------------------------
<S>                                          <C>          <C>     <C>
FINANCE, INSURANCE & REAL ESTATE - 21.8%
  Depository Institutions - 9.5%
  BankAmerica Corp.                                        75     $  4,288
  Chase Manhattan Corp.                                    36        2,068
  U.S. Bancorp                                            107        3,916
  Washington Mutual, Inc.                                 100        3,729
  Wells Fargo & Co.                                        13        4,847
                                                                  --------
                                                                    18,848
                                                                  --------

  Insurance Carriers - 6.2%
  Allstate Corp.                                          103        4,444
  Citigroup. Inc.                                          46        2,141
  Nationwide Financial Services, C                         95        3,926
  Sunamerica, Inc.                                         25        1,763
                                                                  --------
                                                                    12,274
                                                                  --------

  Investment Companies - 3.1%
  Standard and Poor's Depository R                         56        6,164
                                                                  --------

  Nondepository Credit Institution - 3.0%
  Fannie Mae                                               85        6,012
                                                                  --------
- --------------------------------------------------------------------------

MANUFACTURING - 48.7%
  Chemicals & Allied Products - 16.4%
  Alza Corp. (a)                                          135        6,449
  Ecolab, Inc.                                            180        5,372
  Eli Lilly & Co.                                          71        5,763
  Monsanto Co.                                            119        4,814
  Pfizer, Inc.                                             33        3,574
  Procter & Gamble Co.                                     73        6,452
                                                                  --------
                                                                    32,424
                                                                  --------

  Communications Equipment - 5.0%
  LM Ericsson ADR                             Sw          214        4,844
  Motorola, Inc.                                           99        5,158
                                                                  --------
                                                                    10,002
                                                                  --------

  Electrical Industrial Equipment - 5.2%
  Emerson Electric Co.                                     87        5,716
     General Electric Co.                                  51        4,504
                                                                  --------
                                                                    10,220
                                                                  --------

  Electronic Components - 4.4%
  Intel Corp.                                              58        5,146
  Molex, Inc., Class A                                    109        3,563
                                                                  --------
                                                                     8,709
                                                                  --------

  Fabricated Metal - 1.9%
  Gillette Co.                                             82        3,685
                                                                  --------

  Food & Kindred Products - 5.7%
  Nabisco Holdings Corp.                                  140        5,266
  Philip Morris Companies, Inc.                           119        6,094
                                                                  --------
                                                                    11,360
                                                                  --------

  Machinery & Computer Equipment - 3.7%
  Cisco Systems, Inc. (a)                                  64        4,011
  US Filter (a)                                           157        3,333
                                                                  --------
                                                                     7,344
                                                                  --------

  Measuring & Analyzing Instruments - 2.4%
  Medtronic, Inc.                                          72        4,693
                                                                  --------

  Petroleum Refining - 2.0%
  Amoco Corp. (a)                                          70        3,929
                                                                  --------

  Transportation Equipment - 2.0%
  Lear Corp.                                              126        4,051
                                                                  --------
- --------------------------------------------------------------------------

MINING & ENERGY - 0.4%
  Oil & Gas Field Services
  Conoco, Inc.                                             34          838
                                                                  --------
- --------------------------------------------------------------------------

RETAIL TRADE - 6.5%
  Building, Hardware & Garden Supply - 2.4%
  Home Depot, Inc.                                        110        4,768
                                                                  --------

  General Merchandise Stores - 4.1%
  Dollar General Corp.                                    149        3,559
  Wal-Mart Stores, Inc.                                    66        4,526
                                                                  --------
                                                                     8,085
                                                                  --------
- --------------------------------------------------------------------------

SERVICES - 7.9%
  Auto Repair, Rental & Parking - 1.6%
  Hertz Corp., Class A                                     89        3,173
                                                                  --------

  Computer Related Services - 1.3
  IMS Health, Inc.                                         39        2,610
                                                                  --------

  Motion Pictures - 2.7%
  Time Warner,                                             58        5,383
                                                                  --------

  Personal Services - 2.3%
  Stewart Enterprises, Inc.                               194        4,467
                                                                  --------
- --------------------------------------------------------------------------

TRANSPORTATION, COMMUNICATION, ELECTRIC,
GAS & SANITARY SERVICES - 9.5%
  Broadcasting - 4.1%
  CBS Corp. (a)                                           123        3,422
  Clear Channel Communications, Inc. (a)                   92        4,192
  Heftel Broadcasting Corp. (a)                            14          555
                                                                  --------
                                                                     8,169
                                                                  --------

  Electric Services - 2.8%
  AES Corp. (a)                                           135        5,506
                                                                  --------

  Telecommunication - 2.6%
  MCI WorldCom (a)                                         92        5,055
                                                                  --------

TOTAL COMMON STOCKS (cost of $167,664)(b)                          187,769
                                                                  --------

SHORT-TERM OBLIGATIONS - 8.2%                            PAR
- --------------------------------------------------------------------------
  Repurchase agreement with ABN AMRO Chicago Corp.,
  dated 10/30/98 due 11/02/98 at 5.380% collateralized by
  U.S. Treasury notes with various maturities
  to 2021, market value $16,491 (repurchase
  proceeds $16,296)                                   $16,289       16,289
                                                                  --------

OTHER ASSERS & LIABILITIES - (3.0)%                                 (5,940)
- --------------------------------------------------------------------------

NET ASSETS - 100%                                                 $198,118
                                                                  --------
<FN>
NOTES TO INVESTMENT PORTFOLIO:
<Fa>  Non-income producing.
<Fb>  Cost for federal income tax purposes is $167,687.
</FN>
</TABLE>

<TABLE>
<CAPTION>
Summary of Securities by Country        Country      Value      % of Total
- --------------------------------------------------------------------------
<S>                                        <C>     <C>            <C>
United States                                      $182,925        97.4
Sweden                                     Sw         4,844         2.6
                                                   --------------------
                                                   $187,769       100.0
                                                   ====================
</TABLE>

Certain securities are listed by country of underlying exposure but may
trade predominantly on other exchanges.

<TABLE>
<CAPTION>
      Acronym                                Name
      -------                                ----
        <S>                       <C>
        ADR                       American Depositary Receipt
</TABLE>

See notes to financial statements.


                      STATEMENT OF ASSETS & LIABILITIES
                              OCTOBER 31, 1998

<TABLE>

(in thousands except for per share amounts and footnotes)
<S>                                                <C>       <C>
ASSETS
Investments at value (cost $167,664)                         $187,769
Short-term obligations                                         16,289
                                                             --------
                                                              204,058
Receivable for:
  Fund shares sold                                 $1,644
  Dividends                                           638
  Expense reimbursement due
   from Advisor/Administrator                         125
Other                                                  17       2,424
                                                   ------------------
    Total Assets                                              206,482

LIABILITIES
Payable for:
  Investments purchased                             7,853
  Fund shares repurchased                             179
Accrued:
  Management fee                                       91
  Administration fee                                   61
  Service fee                                          39
  Distribution fee - Class B                           72
  Distribution fee - Class C                           11
  Distribution fee - Class E                           (a)
  Distribution fee - Class F                            1
  Distribution fee - Class G                           (a)
  Distribution fee - Class H                            2
  Transfer agent fee                                   36
  Bookkeeping fee                                       6
  Deferred Trustee fees                                 1
Other                                                  12
                                                   ------
    Total Liabilities                                           8,364
                                                             --------

NET ASSETS                                                   $198,118
                                                             ========
Net asset value & redemption price per share -
 Class A ($45,472/3,396)                                     $  13.39(b)
                                                             ========
Maximum offering price per share - Class A
 ($13.39/0.9425)                                             $  14.21(c)
                                                             ========

<Fa>  Rounds to less than one.
<Fb>  Redemption price per share is equal to net asset value less any 
      applicable contingent deferred sales charge.
<Fc>  On sales of $50,000 or more the offering price is reduced.

</TABLE>

Continued on next page.
See notes to financial statements.


                   STATEMENT OF ASSETS & LIABILITIES-CONT.

<TABLE>

<S>                                                <C>       <C>
Net asset value & offering price per share - 
 Class B ($124,829/9,457)                                    $  13.20(a)
                                                             ========

Net asset value & offering price per share - 
 Class C ($18,786/1,423)                                     $  13.20(a)
                                                             ========

Net asset value & redemption price per share - 
 Class E ($680/51)                                           $  13.36
                                                             ========

Maximum offering price per share - Class E
 ($13.36/0.9500)                                             $  14.06(b)
                                                             ========

Net asset value & offering price per share - 
 Class F ($1,105/84)                                         $  13.21(a)
                                                             ========

Net asset value & redemption price
 per share - Class G ($3,359/251)                            $  13.38
                                                             ========

Maximum offering price per share - Class G
 ($13.38/0.9550)                                             $  14.01(b)
                                                             ========

Net asset value & offering price per share - 
 Class H ($3,887/294)                                        $  13.21(a)
                                                             ========

COMPOSITION OF NET ASSETS
Capital paid in                                              $188,181
Accumulated net investment loss                                    (2)
Accumulated net realized loss                                 (10,166)
Net unrealized appreciation                                    20,105
                                                             --------
                                                             $198,118
                                                             ========

<Fa>  Redemption price per share is equal to net asset value less any 
      applicable contingent deferred sales charge.
<Fb>  On sales of $50,000 or more the offering price is reduced.

</TABLE>

See notes to financial statements.


                           STATEMENT OF OPERATIONS
                     FOR THE YEAR ENDED OCTOBER 31, 1998

<TABLE>

<S>                                                <C>         <C>
(in thousands)
INVESTMENT INCOME
Dividends                                                      $1,687
Interest                                                          687
                                                               ------
    Total Investment Income (net of nonrebatable
     foreign taxes withheld at source which
     amounted to $5)                                            2,374

EXPENSES
Management fee                                     $   796
Administration fee                                     528
Service fee                                            329
Distribution fee - Class B                             601
Distribution fee - Class C                              99
Distribution fee - Class E                               1
Distribution fee - Class F                               6
Distribution fee - Class G                               3
Distribution fee - Class H                              19
Transfer agent fee                                     366
Bookkeeping fee                                         56
Trustees fee                                            12
Custodian fee                                           15
Audit fee                                               15
Legal fee                                                5
Registration fee                                        82
Reports to shareholders                                  8
Other                                                   29
                                                   -------
                                                     2,970
Fees waived by the Advisor/
 Administrator                                        (159)     2,811
                                                   -------     ------
  Net Investment Loss                                            (437)
                                                               ------

NET REALIZED & UNREALIZED GAIN (LOSS) ON PORTFOLIO POSITIONS
Net realized loss                                   (9,588)
Net change in unrealized appreciation
 during the period                                  15,288
                                                   -------
  Net Gain                                                      5,700
                                                               ------
Increase in Net Assets from Operations                         $5,263
                                                               ======

</TABLE>

See notes to financial statements.


                     STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>

                                                Year ended    Period ended
(in thousands)                                  October 31     October 31
                                                ----------    ------------
                                                   1998        1997(a)(b)

<S>                                             <C>             <C> 
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment loss                             $   (437)       $   (25)
Net realized loss                                 (9,588)          (578)
Net unrealized appreciation                       15,288          4,810
                                                --------        -------
  Net Increase from Operations                     5,263          4,207
                                                --------        -------
Fund Share Transactions:
Receipts for shares sold - Class A                33,019         16,100
Cost of shares repurchased - Class A              (6,257)          (615)
                                                --------        -------
                                                  26,762         15,485
                                                --------        -------
Receipts for shares sold - Class B                89,269         36,603
Cost of shares repurchased - Class B              (5,858)          (747)
                                                --------        -------
                                                  83,411         35,856
                                                --------        -------
Receipts for shares sold - Class C                14,237          5,703
Cost of shares repurchased - Class C              (1,755)           (90)
                                                --------        -------
                                                  12,482          5,613
                                                --------        -------
Receipts for shares sold - Class E                   312            224
Cost of shares repurchased - Class E                 (20)             -
                                                --------        -------
                                                     292            224
                                                --------        -------
Receipts for shares sold - Class F                   652            277
Cost of shares repurchased - Class F                  (8)             -
                                                --------        -------
                                                     644            277
                                                --------        -------
Receipts for shares sold - Class G                 1,975          1,067
Cost of shares repurchased - Class G                 (54)             -
                                                --------        -------
                                                   1,921          1,067
                                                --------        -------
Receipts for shares sold - Class H                 2,703            991
Cost of shares repurchased - Class H                 (88)             -
                                                --------        -------
                                                   2,615            991
                                                --------        -------
 Net Increase from Fund Share Transactions       128,127         59,513
                                                --------        -------
    Total Increase                               133,390         63,720
NET ASSETS
Beginning of period                               64,728          1,008
                                                --------        -------
End of period (net of accumulated net
 investment loss of $2 and $0, respectively)    $198,118        $64,728
                                                =======================

NUMBER OF FUND SHARES
Sold - Class A                                     2,450          1,437
Repurchased - Class A                               (478)           (53)
                                                --------        -------
                                                   1,972          1,384
                                                --------        -------
Sold - Class B                                     6,699          3,269
Repurchased - Class B                               (457)           (64)
                                                --------        -------
                                                   6,242          3,205
                                                --------        -------
Sold - Class C                                     1,066            493
Repurchased - Class C                               (138)            (8)
                                                --------        -------
                                                     928            485
                                                --------        -------
Sold - Class E                                        24             19
Repurchased - Class E                                 (2)             -
                                                --------        -------
                                                      22             19
                                                --------        -------
Sold - Class F                                        49             25
Repurchased - Class F                                 (c)             -
                                                --------        -------
                                                      49             25
                                                --------        -------
Sold - Class G                                       148             97
Repurchased - Class G                                 (4)             -
                                                --------        -------
                                                     144             97
                                                --------        -------
Sold - Class H                                       204             87
Repurchased - Class H                                 (7)             -
                                                --------        -------
                                                     197             87
                                                --------        -------


<Fa>  The Fund commenced investment operations on December 16, 1996.
      The activity shown is from the effective date of registration 
      (December 30, 1996) with the Securities and Exchange Commission.
<Fb>  Effective July 1, 1997, Class D shares were redesignated Class C 
      shares.
<Fc>  Rounds to less than one.

</TABLE>

See notes to financial statements.


                        NOTES TO FINANCIAL STATEMENTS
                              OCTOBER 31, 1998
 
NOTE 1.  ACCOUNTING POLICIES

Organization:  Stein Roe Advisor Tax-Managed Growth Fund (the Fund), 
formerly Colonial Tax-Managed Growth Fund, a series of Colonial Trust I, is 
a diversified portfolio of a Massachusetts business trust, registered under 
the Investment Company Act of 1940, as amended, as an open-end management 
investment company.  The Fund's investment objective is to maximize long-
term capital growth while reducing shareholder exposure to taxes.  The Fund 
may issue an unlimited number of shares. The Fund offers seven classes of 
shares: Class A, Class B, Class C, Class E, Class F, Class G and Class H.  
Class A shares are sold with a front-end sales charge and a 1.00% contingent 
deferred sales charge on redemptions made within eighteen months on an 
original purchase of $1 million to $5 million.  Class B shares are subject 
to an annual distribution fee and a contingent deferred sales charge.  Class 
B shares will convert to Class A shares when they have been outstanding 
approximately eight years.  Class C shares are subject to a contingent 
deferred sales charge on redemptions made within one year after purchase and 
an annual distribution fee.  Class E, Class F, Class G and Class H shares 
are trust shares.  Class E and Class G shares are sold with a front-end 
sales charge and are subject to an annual distribution fee and Class F and 
Class H shares are subject to an annual distribution fee and a contingent 
deferred sales charge. Class F and Class H shares will convert to Class E 
and Class G shares, respectively, after they have been outstanding 
approximately eight years. 
 
The preparation of financial statements in conformity with generally 
accepted accounting principles requires management to make estimates and 
assumptions that affect the reported amounts of assets and liabilities and 
disclosure of contingent assets and liabilities at the date of the financial 
statements and the reported amounts of revenues and expenses during the 
period.  Actual results could differ from those estimates.  The following is 
a summary of significant accounting policies that are consistently followed 
by the Fund in preparation of its financial statements. 
 
Security valuation and transactions:  Equity securities generally are valued 
at the last sale price or, in the case of unlisted or listed securities for 
which there were no sales during the day, at current quoted bid prices. 
 
Short-term obligations with a maturity of 60 days or less are valued at 
amortized cost. 
 
Portfolio positions for which market quotations are not readily available 
are valued at fair value under procedures approved by the Trustees. 
 
Security transactions are accounted for on the date the securities are 
purchased, sold or mature. 

Cost is determined and gains and losses are based upon the specific 
identification method for both financial statement and federal income tax 
purposes. 
 
Determination of class net asset values and financial highlights:  All 
income, expenses (other than applicable 12b-1 fees) (see Note 2: 
Underwriting discounts, service and distribution fees) and realized and 
unrealized gains (losses) are allocated to each class proportionately on a 
daily basis for purposes of determining the net asset value of each class. 
 
Per share data was calculated using the average shares outstanding during 
the period.  Net investment income per share data reflects the distribution 
fee per share where applicable. 
 
Ratios are calculated by adjusting the expense and net investment income 
ratios for the Fund for the entire period by the distribution fee where 
applicable. 
 
Federal income taxes:  Consistent with the Fund's policy to qualify as a 
regulated investment company and to distribute all of its taxable income, 
no federal income tax has been accrued. 
 
Distributions to shareholders:  Distributions to shareholders are recorded 
on the ex-date. 
 
The amount and character of income and gains to be distributed are 
determined in accordance with income tax regulations which may differ from 
generally accepted accounting principles.  Reclassifications are made to the 
Fund's capital accounts to reflect income and gains available for 
distribution (or available capital loss carryforwards) under income tax 
regulations. 
 
Other:  Corporate actions are recorded on the ex-date.  Interest income is 
recorded on the accrual basis. 
 
The Fund's custodian takes possession through the federal book-entry system 
of securities collateralizing repurchase agreements.  Collateral is marked-
to-market daily to ensure that the market value of the underlying assets 
remains sufficient to protect the Fund.  The Fund may experience costs and 
delays in liquidating the collateral if the issuer defaults or enters 
bankruptcy. 
 
NOTE 2.  FEES AND COMPENSATION PAID TO AFFILIATES 

Management fee:  Stein Roe & Farnham, Inc. (the Advisor) is the the 
investment Advisor of the Fund and receives a monthly fee equal to 0.60% 
annually of the Fund's average daily net assets. 
 
Administration fee:  Colonial Management Associates, Inc. (the 
Administrator), an affiliate of the Advisor, provides accounting and other 
services for a monthly fee equal to 0.40% annually of the Fund's average 
daily net assets. 

Bookkeeping fee:  The Administrator provides bookkeeping and pricing 
services for $27,000 per year plus 0.035% of the Fund's average net assets 
over $50 million. 
 
Transfer agent:  Liberty Funds Services, Inc., formerly Colonial Investors 
Service Center, Inc. (the Transfer Agent), an affiliate of the 
Administrator, provides shareholder services for a monthly fee equal to 
0.236% annually of the Fund's average net assets and receives reimbursement 
for certain out-of-pocket expenses. 
 
Effective October 1, 1997 and continuing through September 1998, the 
Transfer Agent fee was reduced by 0.0012% in cumulative monthly increments, 
resulting in a decrease in the fee from 0.25% to 0.236% annually. 
 
Underwriting discounts, service and distribution fees:  Liberty Funds 
Distributor, Inc., formerly Liberty Financial Investments, Inc., (the 
Distributor), a subsidiary of the Administrator, is the Fund's principal 
underwriter.  During the year ended October 31, 1998, the Fund has been 
advised that the Distributor retained net underwriting discounts of $161,718 
on sales of the Fund's Class A shares and received contingent deferred sales 
charges (CDSC) of $14,072, $134,496, $9,332, none, and none on Class A, 
Class B, Class C, Class F and Class H share redemptions, respectively. 
 
The Fund has adopted a 12b-1 plan which requires the payment of a service 
fee to the Distributor equal to 0.25% annually of the Fund's net assets as 
of the 20th of each month.  The plan also requires the payment of a 
distribution fee to the Distributor equal to 0.75% annually of the average 
net assets attributable to Class B, Class C, Class F and Class H shares; 
0.10% of the average net assets attributable to Class E shares; and up to 
0.25% of average net assets attributable to Class G shares. The actual fee 
with respect to Class G shares will be 0.10% on Class G assets attributable 
to shares outstanding for less than five years and 0.25% on Class G assets 
attributable to shares outstanding five years or more. 
 
The CDSC and the fees received from the 12b-1 plan are used principally as 
repayment to the Distributor for amounts paid by the Distributor to dealers 
who sold such shares. 
 
Expense limits:  The Advisor/Administrator have agreed, until further 
notice, to waive fees and bear certain Fund expenses to the extent that 
total expenses (exclusive of service fees and distribution fees, brokerage 
commissions, interest, taxes and extraordinary expenses, if any) exceed 
1.25% annually of the first $100 million of the Fund's average net assets 
and 1.50% annually thereafter. 
 
Other:  The Fund pays no compensation to its officers, all of whom are 
employees of the Advisor or Administrator. 

The Fund's Trustees may participate in a deferred compensation plan which 
may be terminated at any time.  Obligations of the plan will be paid solely 
out of the Fund's assets. 
 
NOTE 3.  PORTFOLIO INFORMATION 

Investment activity: For the year ended October 31, 1998, purchases and 
sales of investments, other than short-term obligations, were $229,071,039 
and $107,450,194, respectively. 
 
Unrealized appreciation (depreciation) at October 31, 1998, based on cost of 
investments for federal income tax purposes was: 
 
<TABLE>

      <S>                                            <C>
      Gross unrealized appreciation                  $27,746,306
      Gross unrealized depreciation                   (7,663,901)
                                                     -----------
            Net unrealized appreciation              $20,082,405
                                                     ===========
</TABLE>

 
Capital loss carryforwards:  At October 31, 1998, capital loss carry- 
forwards available (to the extent provided in regulations) to offset future 
realized gains were approximately as follows: 
 
<TABLE>
<CAPTION>
                      Year of                 Capital loss
                     expiration               carryforward
                     ----------               ------------

                        <C>                   <C>
                        2005                  $   559,000
                        2006                    9,584,000
                                              -----------
                                              $10,143,000
                                              ===========
</TABLE>
 
Expired capital loss carryforwards, if any, are recorded as a reduction of 
capital paid in. 
 
To the extent loss carryforwards are used to offset any future realized 
gains, it is unlikely that such gains would be distributed since they may be 
taxable to shareholders as ordinary income. 
 
Other:  The Fund may focus its investments in certain industries, subjecting 
it to greater risk than a fund that is more diversified. 
 
NOTE 4.  OTHER OPERATIONAL AND CAPITAL ACTIVITY 

For the period December 16, 1996 through December 30, 1996, the Fund had net 
investment income of $1,054 and unrealized appreciation of $6,829. The 
following is a summary of capital activity from December 16, 1996 through 
December 30, 1996. 

<TABLE>
<CAPTION>
                                                            Shares
<S>                                        <C>              <C>
Receipts for shares sold - Class A         $400,000         40,000
Receipts for shares sold - Class B         $100,000         10,000
Receipts for shares sold - Class C         $100,000         10,000
Receipts for shares sold - Class E         $100,000         10,000
Receipts for shares sold - Class F         $100,000         10,000
Receipts for shares sold - Class G         $100,000         10,000
Receipts for shares sold - Class H         $100,000         10,000
</TABLE>

NOTE 5.  LINE OF CREDIT 

The Fund may borrow up to 33 1/3 % of its net assets under a line of credit 
for temporary or emergency purposes.  Any borrowings bear interest at one of 
the following options determined at the inception of the loan:  (1) federal 
funds rate plus 1/2 of 1%, (2) the lending bank's base rate or (3) IBOR 
offshore loan rate plus 1/2 of 1%.  There were no borrowings under the line 
of credit during the year ended October 31, 1998. 
 
NOTE 6.  RESULTS OF SPECIAL MEETING OF SHAREHOLDERS (UNAUDITED) 

On October 30, 1998, a Special Meeting of Shareholders of the Fund was held 
to approve the following items, all as described in the Proxy Statement for 
the Meeting.  On August 21,1998, the record date for the Meeting, the Fund 
had outstanding 13,558,606 shares of beneficial interest.  The votes cast at 
the Meeting were as follows: 
 
<TABLE>
<CAPTION>
                                                         Authority
                                           For           Withheld
                                           ---           ---------

<S>                                     <C>               <C>
To elect a Board of Trustees: 
  Robert J. Birnbaum                    6,978,815         314,385
  Tom Bleasdale                         6,999,672         293,528
  John Carberry                         6,994,039         299,161
  Lora S. Collins                       6,992,583         300,617
  James E. Grinnell                     6,994,039         299,161
  Richard W. Lowry                      6,993,494         299,706
  Salvatore Macera                      6,994,039         299,161
  William E. Mayer                      6,991,784         301,416
  James L. Moody, Jr.                   6,989,483         303,717
  John J. Neuhauser                     6,985,162         308,038
  Thomas E. Stitzel                     6,986,140         307,060
  Robert L. Sullivan                    6,993,894         299,306
  Anne-Lee Verville                     6,994,039         299,161
</TABLE>
 
To amend fundamental investment policies regarding borrowing and lending: 
 
<TABLE>
<CAPTION>
                    For         Against         Abstain
                    ---         -------         -------
 
                 <C>            <C>             <C>
                 5,250,303      175,905         392,979
</TABLE>
 
To approve policies for a master fund/feeder fund structure: 
 
<TABLE>
<CAPTION>
                    For         Against         Abstain
                    ---         -------         -------

                 <C>            <C>             <C>
                 5,214,990      193,857         410,341
</TABLE>


                             FINANCIAL HIGHLIGHTS

Selected data for a share of each class outstanding throughout the period 
is as follows:
 
<TABLE>
<CAPTION>
                                                     Year ended October 31
                                         -----------------------------------------------
                                                              1998
                                         Class A      Class B       Class C      Class E
                                         -------      -------       -------      -------

<S>                                      <C>          <C>           <C>          <C>
Net asset value -
  Beginning of period                    $12.040      $ 11.960      $11.960      $12.020
                                         -----------------------------------------------

INCOME FROM INVESTMENT OPERATIONS:
Net investment income 
Net investment income (loss)(a)(b)         0.029        (0.069)      (0.069)       0.016
Net realized and unrealized gain           1.321         1.309        1.309        1.324
                                         -----------------------------------------------
      Total from Investment 
       Operations                          1.350         1.240        1.240        1.340
                                         -----------------------------------------------
Net asset value -
  End of period                          $13.390      $ 13.200      $13.200      $13.360
                                         ===============================================
Total return (c)(d)                        11.21%        10.37%       10.37%       11.15%
                                         ===============================================

RATIOS TO AVERAGE NET ASSETS
Expenses (e)                                1.56%         2.31%        2.31%        1.66%
Net investment income (loss) (e)            0.22%        (0.53)%      (0.53)%       0.12%
Fees and expenses waived or borne by
 the Advisor/Administrator (e)              0.12%         0.12%        0.12%        0.12%
Portfolio turnover                            91%           91%          91%          91%
Net assets at end
 of period (000)                         $45,472      $124,829      $18,786      $   680

<FN>
<Fa>  Net of fees and expenses waived or borne by the Advisor/Administrator 
      which amounted to:
                                           $0.016       $0.016       $0.016       $0.016
<Fb>  Per share data was calculated using average shares outstanding during 
      the period.
<Fc>  Total return at net asset value assuming no initial sales charge or 
      contingent deferred sales charge.
<Fd>  Had the Advisor/Administrator not waived or reimbursed a portion of
      expenses, total return would have been reduced.
<Fe>  The benefits derived from custody credits and directed brokerage 
      arrangements had no impact.
</FN>
</TABLE>

                        FINANCIAL HIGHLIGHTS - CONT.
 
Selected data for a share of each class outstanding throughout the period 
is as follows: 
 
<TABLE>
<CAPTION>
                                             Year ended October 31
                                        ---------------------------------
                                                      1998
                                        Class F      Class G      Class H
                                        -------      -------      -------

<S>                                     <C>          <C>          <C>
Net asset value - 
  Beginning of period                   $11.970      $12.040      $11.960
                                        ---------------------------------
 
INCOME FROM INVESTMENT OPERATIONS: 
Net investment income (loss) (a)(d)      (0.069)       0.016       (0.069)
Net realized and unrealized gain          1.309        1.324        1.319
                                        ---------------------------------
      Total from Investment 
       Operations                         1.240        1.340        1.250
                                        ---------------------------------
Net asset value - 
  End of period                         $13.210      $13.380      $13.210
                                        =================================
Total return (e)(f)                       10.36%       11.13%       10.45%
                                        =================================

RATIOS TO AVERAGE NET ASSETS 
Expenses (h)                               2.31%        1.66%        2.31%
Net investment income (loss)(h)           (0.53)%       0.12%       (0.53)%
Fees and expenses 
 waived or borne by the 
 Advisor/Administrator (h)                 0.12%        0.12%        0.12%
Portfolio turnover                           91%          91%          91%
Net assets at end 
 of period (000)                        $ 1,105      $ 3,359      $ 3,887

<FN>
<Fa>  Net of fees and expenses waived or borne by the Advisor/Administrator 
      which amounted to:                $ 0.016      $ 0.016      $ 0.016
<Fb>  The Fund commenced investment operations on December 16, 1996.  The 
      activity shown is from the effective date of registration (December 
      30, 1996) with the Securities and Exchange Commission. 
<Fc>  Effective July 1, 1997, Class D shares were redesignated Class C shares.
<Fd>  Per share data was calculated using average shares outstanding during the 
      period. 
<Fe>  Total return at net asset value assuming no initial sales charge or 
      contingent deferred sales charge. 
<Ff>  Had the Advisor/Administrator not waived or reimbursed a portion of 
      expenses, total return would have been reduced. 
<Fg>  Not annualized. 
<Fh>  The benefits derived from custody credits and directed brokerage 
      arrangements had no impact. 
<Fi>  Annualized. 
</FN>
</TABLE>

                        FINANCIAL HIGHLIGHTS - CONT.

<TABLE>
<CAPTION>
                                                                        Period ended October 31
                                     -----------------------------------------------------------------------------------------
                                                                                1997 (b)
                                     Class A      Class B      Class C (c)      Class E      Class F      Class G      Class H
                                     -------      -------      -----------      -------      -------      -------      -------

<S>                                  <C>          <C>          <C>              <C>          <C>          <C>          <C>
Net asset value - 
   Beginning of period $10.080       $10.080      $10.080      $10.080          $10.080      $10.080      $10.080      $10.080
                                     -----------------------------------------------------------------------------------------
              
INCOME FROM INVESTMENT OPERATIONS: 
Net investment income (loss) (a)(d)    0.040       (0.032)      (0.032)           0.030       (0.032)       0.030       (0.032)
Net realized and 
 unrealized gain                       1.920        1.912        1.912            1.910        1.922        1.930        1.912
                                     -----------------------------------------------------------------------------------------
      Total from Investment 
       Operations                      1.960        1.880        1.880            1.940        1.890        1.960        1.880
                                     -----------------------------------------------------------------------------------------
Net asset value - 
  End of period                      $12.040      $11.960      $11.960          $12.020      $11.970      $12.040      $11.960
                                     =========================================================================================
Total return (e)(f)                    19.44%(g)    18.65%(g)    18.65%(g)        19.25%(g)    18.75%(g)    19.44%(g)    18.65%(g)
                                     =========================================================================================
 
RATIOS TO AVERAGE NET ASSETS 
Expenses (h)                            1.50%(i)     2.25%(i)     2.25%(i)        1.60%(i)      2.25%(i)     1.60%(i)     2.25%(i)
Net investment income (loss)(h)         0.39%(i)    (0.36)%(i)   (0.36)%(i)       0.29%(i)     (0.36)%(i)    0.29%(i)    (0.36)%(i)
 
Fees and expenses 
 waived or borne by the 
 Advisor/Administrator (h)              0.98%(i)     0.98%(i)     0.98%(i)        0.98%(i)      0.98%(i)     0.98%(i)     0.98%(i)
Portfolio turnover                        51%(g)       51%(g)       51%(g)          51%(g)        51%(g)       51%(g)       51%(g)
Net assets at end 
  of period (000)                    $17,142      $38,452      $ 5,923         $   346       $   421      $ 1,288      $ 1,156
 
<FN>
<Fa>  Net of fees and expenses waived or borne by the Advisor/Administrator 
      which amounted to:             $  0.096     $ 0.096      $ 0.096         $ 0.096       $ 0.096      $ 0.096      $ 0.096
<Fb>  The Fund commenced investment operations on December 16, 1996.  The 
      activity shown is from the effective date of registration (December 
      30, 1996) with the Securities and Exchange Commission. 
<Fc>  Effective July 1, 1997, Class D shares were redesignated Class C shares.
<Fd>  Per share data was calculated using average shares outstanding during the 
      period. 
<Fe>  Total return at net asset value assuming no initial sales charge or 
      contingent deferred sales charge. 
<Ff>  Had the Advisor/Administrator not waived or reimbursed a portion of 
      expenses, total return would have been reduced. 
<Fg>  Not annualized. 
<Fh>  The benefits derived from custody credits and directed brokerage 
      arrangements had no impact. 
<Fi>  Annualized. 
</FN>
</TABLE>


                       REPORT OF INDEPENDENT ACCOUNTANTS

T0 THE TRUSTEES OF COLONIAL TRUST I AND THE SHAREHOLDERS
OF STEIN ROE ADVISOR TAX-MANAGED GROWTH FUND

In our opinion, the accompanying statement of assets and liabilities, 
including the investment portfolio, and the related statements of 
operations, changes in net assets and the financial highlights present 
fairly, in all material respects, the financial position of Stein Roe 
Advisor Tax-Managed Growth Fund, formerly Colonial Tax-Managed Growth Fund, 
(a series of Colonial Trust I) at October 31, 1998, the results of its 
operations, the changes in its net assets and the financial highlights for 
the periods indicated, in conformity with generally accepted accounting 
principles.  These financial statements and the financial highlights 
(hereafter referred to as "financial statements") are the responsibility of 
the Fund's management; our responsibility is to express an opinion on these 
financial statements based on our audit.  We conducted our audits of these 
financial statements in accordance with generally accepted auditing 
standards which require that we plan and perform the audits to obtain 
reasonable assurance about whether the financial statements are free of 
material misstatement. An audit includes examining, on a test basis, 
evidence supporting the amounts and disclosures in the financial statements, 
assessing the accounting principles used and significant estimates made by 
management, and evaluating the overall financial statement presentation. We 
believe that our audits, which included confirmation of portfolio positions 
at October 31, 1998 by correspondence with the custodian and brokers, 
provide a reasonable basis for the opinion expressed above.


PricewaterhouseCoopers LLP
Boston, Massachusetts
December 11, 1998


                               How to Reach Us
                             by Phone or by Mail

By Telephone 

Customer Connection - 1-800-345-6611

For 24-hour account information, call from your touch-tone phone.  (Rotary 
callers will be automatically connected to a representative during business 
hours.) A recorded message will guide you through the menu:

For fund prices, dividends and capital gains information        press  [1]
For account information                                         press  [2]
To speak to a service representative                            press  [3]
For yield and total return information                          press  [4]
For duplicate statements or new supply of checks                press  [5]
To order duplicate tax forms and year-end statements            press  [6]
(February through May)
To review your options at any time during your call             press  [*]

To speak with a shareholder services representative about your account, call 
Monday to Friday, 8:00 a.m. to 8:00 p.m. ET, and Saturdays from February 
through mid-April, 10:00 a.m. to 2:00 p.m. ET. 

Telephone Transaction Department -- 1-800-422-3737

To purchase, exchange or sell shares by telephone, call Monday to Friday, 
9:00 a.m. to 7:00 p.m. ET.  Transactions received after the close of the 
New York Stock Exchange will receive the next business day's closing price.

Literature -- 1-800-426-3750

To request literature on any fund distributed by Liberty Funds Distributor, 
Inc., call Monday to Friday, 8:30 a.m. to 6:30 p.m. ET.

By Mail

Liberty Funds Services, Inc.
P.O. Box 1722
Boston, MA  02105-1722


                         Shareholder Communications
                            to Keep You Informed

To make recordkeeping easy and keep you up-to-date on the performance of 
your investments, you can expect to receive the following information about 
your account:

Transaction Confirmations: Each time you make a purchase, sale or exchange, 
you receive a confirmation statement within just a few days.

Quarterly Statements: Every three months, if any transactions are made that 
affect your share balance, this statement reports on your account activity 
during the quarter (including any reinvestment of dividends). This statement 
also provides year-to-date information. 

Liberty Funds Distributor Investor Opportunities: Mailed with your quarterly 
account statements, this newsletter highlights timely investment strategies, 
portfolio manager commentary and shareholder service updates.

Tax Forms and Year-End Tax Guide: Easy-to-use forms and timely information 
are designed to make tax reporting simpler. (Usually mailed in January.)

Average Cost Basis Statements: If you sold or exchanged shares during the 
year, this statement may help you calculate your gain/loss for tax purposes. 
(Usually mailed in February.)


                   Important Information About This Report

The Transfer Agent for Stein Roe Advisor Tax-Managed Growth Fund is:

Liberty Funds Services, Inc.*
P.O. Box 1722
Boston, MA 02105-1722
1-800-345-6611

Stein Roe Advisor Tax-Managed Growth Fund mails one shareholder report to 
each shareholder address. If you would like more than one report, please 
call 1-800-426-3750 and additional reports will be sent to you.

This report has been prepared for shareholders of Stein Roe Advisor 
Tax-Managed Growth Fund.  It may also be used as sales literature when 
preceded or accompanied by the current prospectus which provides details
of sales charges, investment objectives and operating policies of the Fund
and with the most recent copy of the Liberty Funds Distributor, Inc.
Performance Update.

*  Effective October 1, 1998, Colonial Investors Service Center, Inc. -- the 
   Transfer Agent for Colonial, Crabbe Huson, Newport and Stein Roe Advisor 
   Funds -- changed its name to Liberty Funds Services, Inc.

                                  Trustees

Robert J. Birnbaum
Consultant (formerly Special Counsel, Dechert, Price & Rhoads; President and 
Chief Operating Officer, New York Stock Exchange, Inc.; President, American 
Stock Exchange, Inc.)

Tom Bleasdale
Retired (formerly Chairman of the Board and Chief Executive Officer, Shore 
Bank & Trust Company)

John Carberry
Senior Vice President of Liberty Financial Companies, Inc. (formerly 
Managing Director, Salomon Brothers)

Lora S. Collins
Attorney (formerly Attorney, Kramer, Levin, Naftalis & Frankel)

James E. Grinnell
Private Investor (formerly Senior Vice President--Operations, The Rockport 
Company)

Richard W. Lowry
Private Investor (formerly Chairman and Chief Executive Officer, U.S. 
Plywood Corporation)

Salvatore Macera
Private Investor (formerly Executive Vice President of Itek Corp. and 
President of Itek Optical & Electronic Industries, Inc.)

William E. Mayer
Partner, Development Capital, LLC (formerly Dean, College of Business and
Management, University of Maryland; Dean, Simon Graduate School of Business, 
University of Rochester; Chairman and Chief Executive Officer, CS First 
Boston Merchant Bank; and President and Chief Executive Officer, The First 
Boston Corporation)

James L. Moody, Jr.
Retired (formerly Chairman of the Board, Chief Executive Officer and 
Director, Hannaford Bros. Co.)

John J. Neuhauser
Dean, Boston College School of Management

Thomas E. Stitzel
Professor of Finance, College of Business, Boise State University; Business 
Consultant and Author

Robert L. Sullivan
Retired Partner, KPMG Peat Marwick LLP (formerly Management Consultant, 
Saatchi and Saatchi Consulting Ltd. and Principal and International Practice 
Director, Management Consulting, Peat Marwick Main & Co.)

Anne-Lee Verville
Consultant (formerly General Manager, Global Education Industry, and 
President, Applications Solutions Division, IBM Corporation)

LIBERTY
COLONIAL * CRABBE HUSON * NEWPORT * STEIN ROE ADVISOR
Liberty Funds Distributor, Inc. (c) 1998
One Financial Center, Boston, MA 02111-2621, 1-800-426-3750
Visit us at www.libertyfunds.com           MG-02/177G-1198 (12/98) 98/1316



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