<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )
Filed by Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
SteinRoe Investment Trust
(Name of Registrant as Specified In Its Charter)
______________________________________________
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2),
or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
__________________________________________________________________
(2) Aggregate number of securities to which transaction applies:
__________________________________________________________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined).
_________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
_________________________________________________________________
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__________________________________________________________________
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[ ] Check box if any part of the fee is offset as provided by Exchange
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offsetting fee was paid previously. Identify the previous
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<PAGE> 1
[proxy solicitation letter to financial advisers]
[Stein Roe & Farnham Incorporated letterhead]
date
name
company
address
Dear Financial Adviser:
We appreciate deeply your recommending SteinRoe Mutual Funds
to your clients. We know you have a vast array of funds to
choose from, and we are grateful that you have chosen to
select SteinRoe funds. Your clients who invest in SteinRoe
equity funds will soon be receiving a proxy statement.
Because they may seek your guidance, we would like to
familiarize you with the key issues of the proxy.
We are asking shareholders to vote on three new agreements
that relate to the investment advisory services that Stein
Roe & Farnham provides to the Funds, as well as its
compensation for doing so. The trustees (including the
independent trustees, who represent a majority of the board)
have unanimously approved, and recommended that shareholders
approve, the proposed agreements. We hope you will encourage
your clients to vote to approve. These agreements require
shareholder approval, and a meeting to vote on them is
scheduled for August 15, 1995. The agreements are:
- - Separate Administrative and Management Agreements that
would replace the current Investment Advisory Agreement.
These agreements would essentially carry forward the
services Stein Roe & Farnham currently provides;
however, they would separate into two agreements the
provision of administrative and investment management
services. The new agreements also provide for an
increase in the aggregate fee paid to Stein Roe &
Farnham for providing investment advisory services to
the Funds.
- - A second proposed Management Agreement, which would
replace the management agreement mentioned above and
would, as appropriate at a future date, facilitate the
conversion of the funds into a "master fund/feeder fund"
structure. This would enable Stein Roe & Farnham to pool
the assets of one fund with the assets of an
institutional client or other fund with identical
investment objectives, and then manage the resulting,
larger pool of assets.
<PAGE> 2
A word about the fee increase. No such action is ever taken
lightly, and it was unanimously approved only after the
trustees conducted an exhaustive study of Stein Roe's
competitiveness in meeting the needs of mutual fund investors
currently, and what will be required for continued success in
the future. We believe the proposed fee increase will only
help to ensure the funds' ability to attract and retain top
investment talent and invest in the technology needed to
succeed in the investment management business today. And--
even with the fee increase--we believe our fees still would
be competitive with those of other fund companies and that
SteinRoe funds would remain a good value. In fact, the
proposed fee increase will cost less than $2 a year per each
$1,000 invested as measured against management fees paid by
the Funds during their most recent fiscal year. As always,
SteinRoe funds remain pure no-load funds, with no sales
commissions or redemption charges, and no 12b-1 fees.
For your information, we have enclosed a copy of the proxy
materials that were sent to your clients. If you have any
questions about the proxy, please feel free to call our
Adviser and Dealer Services Department directly at 1 800 322-
0593. Again, we sincerely thank you for choosing to
recommend SteinRoe Mutual Funds, and we look forward to a
long and prosperous future together.
Sincerely,
Timothy K. Armour
President
<PAGE> 1
[proxy solicitation letter to clients]
[Stein Roe & Farnham Incorporated letterhead]
date
client name
client address
city, state zip
Dear client:
We appreciate the confidence you have shown in Stein Roe &
Farnham, and we continue to seek ways to improve our
businesses so that we can serve you better. That's why
we've proposed a change in the agreements relating to the
investment advisory services Stein Roe & Farnham provides
to some of the SteinRoe equity mutual funds. You may
already have received your proxy materials for these
matters, which will be voted on at the shareholder meeting
on August 15. The trustees-- the majority of whom are
independent trustees--have unanimously urged you to vote
for approval of the proposed changes.
You are being asked to vote on three agreements. For your
convenience, I've enclosed a recap of the proxy's key
points. You may note that the proposed agreements provide
for an increase in the management fees payable to Stein Roe
& Farnham--which amounts to less than $2 per year per
$1,000 invested--by six of the 18 SteinRoe mutual funds. In
most cases, we have not increased the fee schedule for
these funds in more than seven years.
As you know, investing in today's fast-paced and
continually changing economic climate is complex, and
identifying wealth-building opportunities in the markets is
becoming more and more intricate. Moreover, a strong
proprietary research capability--long a Stein Roe hallmark-
- -has become even more critical in the investment process.
At the same time, the cost of maintaining such a capability
has continued to escalate.
This fee increase will allow us to continue to invest in
both top-quality talent and technology. These funds'
expenses have traditionally been below the average of their
peer groups--we believe that, even at the new fee rates,
each fund's expense ratio would remain in line with or
below the average expense ratio for its fund peer group.
These proposed agreements affect only your mutual fund
holdings, not any of your other assets managed by Stein Roe
& Farnham. The proposed fee increase affects x percent of
your portfolio (or about $xx annually). Please feel free to
call me if you have any questions, or if I can be of
assistance.
Sincerely,
ICD name
title
<PAGE> 2
About the SteinRoe Equity Mutual Funds Proxy Vote
To recap the proxy's key points, we are asking you to vote
on three agreements that relate to the services Stein Roe &
Farnham provides to each of the SteinRoe equity mutual
funds, as well as its compensation for these services. The
agreements are:
- - An Administrative Agreement and a Management Agreement
that would replace the current Investment Advisory
Agreement. These agreements would essentially carry
forward the services Stein Roe & Farnham currently
provides; however, the provision of administrative and
portfolio management services would now be governed by
separate agreements. These two new agreements also
provide for an increase in the aggregate fees paid to
Stein Roe & Farnham for providing investment
management services to six of the eight SteinRoe
equity funds.
- - A second proposed Management Agreement, which would
replace the management agreement mentioned above and
would, as appropriate at a future date, facilitate the
conversion of the funds into a "master fund/feeder
fund" structure. This would allow Stein Roe & Farnham
to commingle the assets of a particular fund with other
assets (including other mutual funds) that have
identical investment objectives.
The trustees have reviewed Stein Roe & Farnham's
recommendation and approved them only after conducting an
exhaustive study of the industry. In order to remain
competitive in today's investment arena, mutual fund
companies must attract and retain top-notch talent and keep
pace with rapid changes in technology. Having considered
these factors, the trustees believe that, by voting to
approve the proposed agreements, you will help ensure our
ability to continue to provide you high-quality investment
management service. We believe the management fee increase
recommended for each fund is reasonable and competitive--
the largest amounting to less than $2 a year per each
$1,000 invested.
And even with the new fee structure, we believe total
expenses for these funds will remain in line with or below
the peer group average. MOST IMPORTANTLY, STEINROE FUNDS
REMAIN PURE NO-LOAD FUNDS, WITH NO SALES COMMISSIONS OR
REDEMPTION CHARGES, AND NO 12B-1 FEES.
Please mark, date, sign and mail the enclosed proxy in the
envelope provided so your vote may be cast at the meeting.
<PAGE> 1
[proxy solicitation letter to retirement plan trustees]
[SteinRoe Mutual Funds letterhead]
June 26, 1995
Company Name
Trustee
Address
Dear ___________:
Please be advised that the attached master proxies are
being delivered directly to you as trustee of the ______
Plan. For your convenience, you may vote on each master
proxy for your plan. However, if you desire you may
distribute the enclosed proxies to each of your
participants for their individual vote.
Please return the signed master proxy and the individual
proxies of your participants in the enclosed self-addressed
stamped envelope.
If we can be of further assistance, please do not hesitate
to call your Retirement Plan Representative at 800-322-
1130. Your prompt response is greatly appreciated.
Sincerely,
SteinRoe Mutual Funds
Retirement Plan Department
<PAGE> 1
[Proxy solicitation letter to shareholders]
June 26, 1995
Dear SteinRoe shareholder:
Enclosed in this envelope is a notice of a meeting of
shareholders for one or more SteinRoe equity mutual funds in
which you have invested, as well as a proxy statement and a
proxy card. The proxy statement provides you with information
you need in order to vote on matters to be considered at the
meeting; the proxy card for each fund in which you are a
shareholder is, in essence, a ballot that enables you to cast
your vote by mail.
We've sent you these materials -- and I am writing to you
today -- to seek your vote of approval for three agreements
relating to the investment advisory services provided by
Stein Roe & Farnham Incorporated.
The trustees of your fund (including the independent
trustees) -- whose job it is to protect your interests as a
shareholder and to ensure that your fund is managed
professionally and cost-effectively -- have unanimously
recommended that you approve the proposed agreements.
The agreements relate to the investment advisory services
Stein Roe & Farnham provides to your fund, as well as its
compensation for doing so. The agreements are:
- - An Administrative Agreement and a Management Agreement
that would replace the current Investment Advisory
Agreement relating to your fund. These new agreements
essentially carry forward, under two separate agreements,
the investment advisory services Stein Roe & Farnham
already provides to your fund. As you would imagine, the
proposed Administrative Agreement covers Stein Roe &
Farnham's provision of certain administrative services;
while the proposed Management Agreement covers portfolio
management services. These agreements provide for an
increase in the fee paid to Stein Roe & Farnham for the
services it provides.
- - A second proposed Management Agreement, which would
replace the management agreement mentioned above and
would, as appropriate at a future date, allow your fund's
assets to be pooled with assets of other funds that have
identical investment objectives. The resulting larger pool
of assets would be managed by Stein Roe & Farnham.
<PAGE> 2
A word about the fee increase. No such action is ever taken
lightly. Stein Roe & Farnham recommended the increase -- and
the trustees approved the recommendation -- only after both
had conducted an exhaustive study of Stein Roe's
competitiveness in meeting the needs of mutual fund investors
currently, and what will be required for continued success in
the future. Investing today is a complex business, and
identifying wealth-building opportunities in the market is
becoming more and more intricate. Moreover, a strong
proprietary research capability -- long a Stein Roe hallmark
- -- has become even more critical in the investment process.
At the same time, the cost of maintaining such a capability
has continued to escalate. Mutual fund companies must invest
in both top-notch talent and technology to an even greater
degree than was required seven to ten years ago, when we last
raised fees on many of our equity funds.
Having considered these factors, the trustees believe, as we
do, that, by voting to approve the proposed agreements, you
will help ensure our ability to continue to provide you
high-quality investment management service.
We believe the management fee increase recommended for each
fund is reasonable and competitive -- the largest amounting
to less than $2 a year per each $1,000 invested. And, even at
the new fees, each of the funds' expenses would be in line
with or below the median expense for its fund peer group. As
always, SteinRoe funds remain pure no-load funds, with no
sales commissions or redemption charges, and no 12b-1 fees.
Please mark, date, sign and mail the enclosed proxy in the
envelope provided so your vote may be cast at the meeting.
By their nature, proxy statements are technical and complex
documents. While we've worked hard to make this proxy
statement as simple as possible, you may have additional
questions. If so, please call us at 1 800 338-2550.
On behalf of your trustees, I ask for your approval of these
important agreements, and, as always, thank you for investing
with us.
Sincerely,
Timothy K. Armour
President
