File No. 33-11351
Rule 497(e)
<PAGE>
Stein Roe Growth Investor Fund
Prospectus
March 31, 1999
The Securities and Exchange Commission has not approved or
disapproved these securities or determined whether this prospectus
is truthful or complete. Anyone who tells you otherwise is
committing a crime.
<PAGE>
1 The Fund
Investment Goal
Principal Investment Strategy
Principal Investment Risks
Fund Performance
Your Expenses
8 Your Account
Purchasing Shares
Opening an Account
Determining Share Price (NAV)
Selling Shares
Exchanging Shares
Dividends and Distributions
22 Other Investments and Risks
Portfolio Turnover
Temporary Defensive Positions
Interfund Lending Program
24 The Fund's Management
Investment Adviser
Portfolio Managers
Master/Feeder Fund Structure
Year 2000 Readiness
Please keep this prospectus as your reference manual.
<PAGE>
THE FUND
INVESTMENT GOAL
Stein Roe Growth Investor Fund seeks long-term growth.
PRINCIPAL INVESTMENT STRATEGY
The Fund invests all its assets in SR&F Growth Investor Portfolio
as part of a master fund/feeder fund structure. The Portfolio
invests primarily in common stocks believed to have long-term
growth potential. Under normal market conditions, the Portfolio
invests at least 65 percent of its assets in common stocks of
companies that Stein Roe believes have long-term appreciation
potential. The Portfolio may invest in companies of any size
including smaller emerging companies. It emphasizes companies in
the technology sector and various consumer goods sectors,
including personal care products, pharmaceuticals and food
products. The Portfolio may invest up to 25 percent of its assets
in foreign stocks.
To select investments for the portfolio, the portfolio managers
look for companies that are market leaders with growing market
share in their respective industries. The managers also look for
companies with strong financial balance sheets and experienced
management teams.
PRINCIPAL INVESTMENT RISKS
There are two basic risks for all mutual funds that invest in
stocks: management risk and market risk. These risks may cause
you to lose money when you sell your shares.
[Callout]
What are market and management risks? Management risk means that
Stein Roe's stock selections and other investment decisions might
produce losses or cause the Fund to underperform when compared to
other funds with similar goals. Market risk means that security
prices in a market, sector or industry may move down. Downward
movements will reduce the value of your investment. Because of
management and market risk, there is no guarantee that the Fund
will achieve its investment goal or perform favorably compared
with competing funds.
[End Callout]
Because the Portfolio invests in stocks, the price of the Fund's
shares-its net asset value per share (NAV)-fluctuates daily in
response to changes in the market value of the securities. In
addition, the risks associated with its investment strategy may
cause the Fund's total return or yield to decrease.
Due to its focus on companies in the technology sector and various
consumer goods sectors, including personal care products,
pharmaceuticals and food products, the Fund may perform
differently than the stock market. Shares of a small company may
pose greater risks than shares of a large company due to narrow
product lines, limited financial resources, less depth in
management or a limited trading market for its stock.
Foreign Securities
Foreign securities are subject to special risks. Foreign stock
markets, especially in countries with developing stock markets,
can be extremely volatile. The liquidity of foreign securities
may be more limited than domestic securities, which means that the
Portfolio may at times be unable to sell them at desirable prices.
Fluctuations in currency exchange rates impact the value of
foreign securities. Brokerage commissions, custodial fees, and
other fees are generally higher for foreign investments. In
addition, foreign governments may impose withholding taxes which
would reduce the amount of income available to distribute to
shareholders. Other risks include: possible delays in settlement
of transactions; less publicly available information about
companies; the impact of political, social or diplomatic events;
and possible seizure, expropriation or nationalization of the
company or its assets.
An investment in the Fund is not a bank deposit and is not insured
or guaranteed by the Federal Deposit Insurance Corporation or any
other government agency. It is not a complete investment program
and you can lose money by investing in the Fund.
For more information on the Portfolio's investment techniques,
please refer to "Other Investments and Risks."
Who Should Invest in the Fund?
You may want to invest in the Fund if you:
* are a long-term investor who wants to participate in the stock
market through a Fund that emphasizes growth companies
* can accept more investment risk and volatility than the general
stock market
The Fund is not appropriate for shareholders who:
* can't tolerate volatility or possible losses
* want to save for a short-term investment
* need regular current income
FUND PERFORMANCE
The historical performance of the Fund shown in the performance
table is the performance of Stein Roe Young Investor Fund, a
separate feeder fund of the Portfolio. Performance for Young
Investor Fund is not restated for any differences in expenses
between the Fund and Young Investor Fund. The chart and table
give some indication of the risks of investing in the Fund. The
returns include the reinvestment of dividends and distributions.
As with all mutual funds, past performance does not predict the
Fund's future performance.
Year-by-Year Total Returns
Year-by-year calendar returns show the volatility of Young
Investor Fund since it started. This chart illustrates
performance differences for each calendar year and provides an
indication of the risks of investing in the Fund.
YEAR-BY-YEAR TOTAL RETURNS
45%
40%
35% 39.79% 35.10%
30%
25% 26.28%
20%
15% 17.65%
10%
5%
0%
- -5%
1995 1996 1997 1998
[ ] Growth Investor Fund
Best quarter: 4th quarter 1998, +20.82%
Worst quarter: 3rd quarter 1998, -16.46%
*Growth Investor Fund performance is the performance of Young
Investor Fund from April 29, 1994 through Dec. 31, 1998.
Average Annual Total Returns
Stein Roe Growth Investor Fund commenced operations on March 31,
1999. The Fund's historical performance for all periods is the
performance of Young Investor Fund and has not been restated for
any difference in expenses between the Fund and Young Investor
Fund. Average annual total returns measure Young Investor Fund's
performance over time. We compare Young Investor Fund's return
with returns for the S&P 500 Index, which is a broad-based measure
of market performance. We show returns for calendar years to be
consistent with the way other mutual funds report performance in
their prospectuses. This allows you to accurately compare similar
mutual fund investments and provides an indication of the risks of
investing in the Fund.
AVERAGE ANNUAL TOTAL RETURNS
Period ending Dec. 31, 1998
1 yr Since Inception
April 29, 1994
Growth Investor Fund* 17.65% 26.62%
S&P 500 Index** 28.60% 26.66%
________
*Growth Investor Fund performance is the performance of Young
Investor Fund from April 29, 1994 through Dec. 31, 1998.
**The S&P 500 Index is an unmanaged group of stocks that differs
from the Fund's composition; it is not available for direct
investment. Since inception performance for the S&P 500 Index is
from April 30, 1994 to Dec. 31, 1998.
YOUR EXPENSES
This table shows fees and expenses you may pay if you buy and hold
shares of the Fund. You do not pay any sales charge when you
purchase or sell your shares.(a) However, you pay various other
indirect expenses because the Fund or the Portfolio pays fees and
other expenses that reduce your investment return.
ANNUAL FUND OPERATING EXPENSES (b)
(expenses that are deducted from Fund assets)
Management fees(c) 0.73%
Distribution (12b-1) fees None
Other expenses 0.49%
Total annual fund operating expenses (d) 1.22%
Less expense reimbursement 0.12%
Net expenses 1.10%
(a) There is a $7 charge for wiring redemption proceeds to your
bank. A fee of $5 per quarter may be charged to accounts that
fall below the required minimum balance.
(b) Annual fund operating expenses consist of Fund expenses plus
the Fund's share of the expenses of the Portfolio. Management
fees reflect the fees charged at the Portfolio level based on
the Portfolio's assets as of Feb. 28, 1999. Other expenses
are based on projected average annual assets of $50 million.
Fund expenses include management fees and administrative costs
such as furnishing the Fund with offices and providing tax and
compliance services.
(c) Management fees include both the management fee and the
administrative fee charged to the Fund.
(d) Stein Roe will reimburse the Fund if its annual ordinary
operating expenses exceed 1.10% of average daily net assets.
This commitment expires on Jan. 31, 2000. After
reimbursement, management fees will be 0.61%. A reimbursement
lowers the expense ratio and increases overall return to
investors.
Expense Example
This example compares the cost of investing in the Fund to the
cost of investing in a similar mutual fund. It uses the same
hypothetical assumptions that other funds use in their
prospectuses:
* $10,000 initial investment
* 5 percent total return each year
* the Fund's operating expenses remain constant as a percent of
net assets
* redemption at the end of each time period
Your actual costs may be higher or lower because in reality fund
returns and operating expenses change. Expenses based on these
assumptions are:
EXPENSE EXAMPLE
1 yr 3 yrs
Growth Investor Fund $125 $387
<PAGE>
YOUR ACCOUNT
Purchasing Shares
You may purchase shares of the Fund without a sales charge. Your
purchases are made at the NAV next determined after the Fund
receives your check, wire transfer or electronic transfer. If the
Fund receives your check, wire transfer or electronic transfer
after the close of regular trading on the New York Stock Exchange
(NYSE)-normally 3 p.m. Central time-your purchase is effective on
the next business day. If you participate in the Stein Roe
Counselor [service mark] program or are a client of Stein Roe
Private Capital Management, the minimum initial investment is
determined by those programs.
Purchases through Third Parties
If you purchase shares of the Fund through certain broker-dealers,
banks or other intermediaries (intermediaries), they may charge a
fee for their services. They may also place limits on your
ability to use services the Fund offers. There are no charges or
limitations if you purchase shares directly from the Fund, except
those fees described in this prospectus.
If an intermediary is an agent or designee of the Fund, orders are
processed at the NAV next calculated after the intermediary
receives the order. The intermediary must segregate any orders it
receives after the close of regular trading on the NYSE and
transmit those orders separately for execution at the NAV next
determined.
Conditions of Purchase
An order to purchase Fund shares is not binding unless and until
an authorized officer, agent or designee of the Fund accepts and
enters it on the Fund's books. Once we accept your purchase
order, you may not cancel or revoke it; however, you may redeem
your shares. The Fund may reject any purchase order if it
determines that the order is not in the best interests of the Fund
and its shareholders. The Fund may waive or lower its investment
minimums for any reason.
ACCOUNT MINIMUMS
Minimum to Minimum Minimum
Type of Account Open an Account Addition Balance
- -------------------------------------------------------------
Regular $2,500 $100 $1,000
Custodial (UGMA/UTMA) 1,000 100 1,000
Automatic Investment Plan 100 50 --
Roth and Traditional IRA 500 50 500
Educational IRA 500 50 500
Opening an Account
OPENING OR ADDING TO AN ACCOUNT
Opening an Account BY MAIL:
Complete the application.
Make check payable to Stein Roe Mutual Funds.
Mail application and check to:
SteinRoe Services Inc.
P.O. Box 8900
Boston, MA 02205
If you participate in the Stein Roe Counselor
program, mail application and check to:
SteinRoe Services Inc.
P.O. Box 803938
Chicago, IL 60680
BY WIRE:
Mail your application to the address
listed on the left, then call 800-338-2550
to obtain an account number. Include your
Social Security Number. To wire funds,
use the instructions below.
BY ELECTRONIC FUNDS TRANSFER:
You cannot open a new account via electronic
transfer.
BY EXCHANGE:
By mail, phone, in person or automatically (be
sure to elect the Automatic Exchange Privilege
on your application).
THROUGH AN INTERMEDIARY:
Contact your financial professional.
Adding to an Account
BY MAIL:
Make check payable to Stein Roe Mutual
Funds. Be sure to write your account
number on the check.
Fill out investment slip (stub from your
statement or confirmation) or include a
note indicating the amount of your
purchase, your account number, and the
name in which your account is registered.
Mail check with investment slip or note to
the appropriate address above.
BY WIRE:
Wire funds to:
First National Bank of Boston
ABA: 011000390
Attn: SSI, Account No. 560-99696
Fund No. 26; Stein Roe Growth Investor Fund
Your name (exactly as in the registration).
Account number
(Counselor Account No. if you participate
in the Stein Roe Counselor program).
BY ELECTRONIC FUNDS TRANSFER:
Call 800-338-2550 to make your purchase. To
set up prescheduled purchases, be sure to
elect the Automatic Investment Plan option on
your application.
BY EXCHANGE:
By mail, phone, in person or automatically (be
sure to elect the Automatic Exchange Privilege
on your application).
THROUGH AN INTERMEDIARY:
Contact your financial professional.
All checks must be made payable in U.S. dollars and drawn on U.S.
banks. Third-party checks will not be accepted. Money orders
will not be accepted for initial purchases.
Determining Share Price
The Fund's share price is its NAV next determined. NAV is the
difference between the values of the Fund's assets and liabilities
divided by the number of shares outstanding. We determine NAV at
the close of regular trading on the NYSE-normally 3 p.m. Central
time. If you place an order after that time, you receive the
share price determined on the next business day.
To calculate NAV on a given day, we value each stock listed or
traded on a stock exchange at its latest sale price on that day.
If there are no sales that day, we value the security at the most
recently quoted bid price. We value each over-the-counter
security or National Association of Securities Dealers Automated
Quotation (Nasdaq) security as of the last sale price for that
day. We value all other over-the-counter securities that have
reliable quotes at the latest quoted bid price.
We value long-term debt obligations and securities convertible
into common stock at fair value. Pricing services provide the
Fund with the value of the securities. When the price of a
security is not available, including days when we determine that
the sale or bid price of the security does not reflect that
security's market value, we value the security at a fair value
determined in good faith under procedures established by the Board
of Trustees.
We value a security at fair value when events have occurred after
the last available market price and before the close of the NYSE
that materially affect the security's price. In the case of
foreign securities, this could include events occurring after the
close of the foreign market and before the close of the NYSE.
The Fund's foreign securities may trade on days when the NYSE is
closed. We will not price shares on days that the NYSE is closed
for trading. You will not be able to purchase or redeem shares
until the next NYSE-trading day.
Selling Shares
You may sell your shares any day the Fund is open for business.
Please follow the instructions below.
SELLING SHARES
By Mail: Send a letter of instruction, in English, including
your account number and the dollar value or number
of shares you wish to sell. Sign the request
exactly as the account is registered. Be sure to
include a signature guarantee. All supporting
legal documents as required from executors,
trustees, administrators, or others acting on
accounts not registered in their names, must
accompany the request. We will mail the check to
your registered address.
By Phone: This feature is automatically added to your account
unless you decline it on your application. Call
800-338-2550 to redeem an amount of $1,000 or more.
We will mail the check to your registered address.
By Wire: Fill out the appropriate areas of the account
application for this feature. Proceeds of $1,000
or more ($100,000 maximum) may be wired to your
predesignated bank account. Call 800-338-2550 to
give instructions to Stein Roe. There is a $7
charge for wiring redemption proceeds to your bank.
By Electronic Transfer:
Fill out the appropriate areas of the account
application for this feature. To request an
electronic transfer (not less than $50; not more
than $100,000), call 800-338-2550. We will
transfer your sale proceeds electronically to your
bank. The bank must be a member of the Automated
Clearing House.
By Exchange: Call 800-338-2550 to exchange any portion of your
Fund shares for shares in any other Stein Roe no-
load fund.
By Automatic Exchange:
Fill out the appropriate areas of the account
application for this feature. Redeem a fixed
amount on a regular basis (not less than $50 per
month; not more than $100,000) from the Fund for
investment in another Stein Roe no-load fund.
What You Need to Know When Selling Shares
Once we receive and accept your order to sell shares, you may not
cancel or revoke it. We cannot accept an order to sell that
specifies a particular date or price or any other special
conditions. If you have any questions about the requirements for
selling your shares, please call 800-338-2550 before submitting
your order.
The Fund redeems shares at the NAV next determined after an order
has been accepted. We will mail the proceeds within seven days
after the sale. The Fund normally pays wire redemption or
electronic transfer proceeds on the next business day.
We will not pay sale proceeds until your shares are paid for. If
you attempt to sell shares purchased by check or electronic
transfer within 15 days of the purchase date, we will delay
sending the sale proceeds until we can verify that those shares
are paid for. You may avoid this delay by purchasing shares by a
federal funds wire.
We use procedures reasonably designed to confirm that telephone
instructions are genuine. These include recording the
conversation, testing the identity of the caller by asking for
account information, and sending prompt written confirmation of
the transaction to the shareholder of record. If these procedures
are followed, the Fund and its service providers will not be
liable for any losses due to unauthorized or fraudulent
instructions.
If the amount you redeem is large enough to affect the Fund's
operation, the Fund may pay the redemption "in kind." This is
payment in portfolio securities rather than cash. If this occurs,
you may incur transaction costs when you sell the securities.
Involuntary Redemption
If your account value falls below $1,000, the Fund may redeem your
shares and send the proceeds to the registered address. You will
receive notice 30 days before this happens. If your account falls
below $10, the Fund may redeem your shares without notice to you.
Low Balance Fee
Due to the expense of maintaining accounts with low balances, if
your account balance falls below $2,000 ($800 for custodial
accounts), you will be charged a low balance fee of $5 per
quarter. The low balance fee does not apply to: (1) shareholders
whose accounts in the Stein Roe Funds total $50,000 or more; (2)
Stein Roe IRAs; (3) other Stein Roe prototype retirement plans;
(4) accounts with automatic investment plans (unless regular
investments have been discontinued); or (5) omnibus or nominee
accounts. The Fund can waive the fee, at its discretion, in the
event of significant market corrections.
Exchanging Shares
You may exchange Fund shares for shares of other Stein Roe no-load
funds. Call 800-338-2550 to request a prospectus and application
for the fund you wish to exchange into. Please be sure to read
the prospectus carefully before you exchange your shares.
The account you exchange into must be registered exactly the same
as the account you exchange from. You must meet all investment
minimum requirements for the fund you wish to exchange into before
we can process your exchange transaction.
An exchange is a redemption and purchase of shares for tax
purposes, and you may realize a gain or a loss when you exchange
Fund shares for shares of another fund.
We may change, suspend or eliminate the exchange service after
notification to you.
Generally, we limit you to four telephone exchanges "roundtrips"
per year. A roundtrip is an exchange out of the Fund into another
Stein Roe no-load fund and then back to the Fund.
Reporting to 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 800-338-2550
if you want to receive additional copies free of charge. This
policy may not apply if you purchase shares through an
intermediary.
Dividends and Distributions
The Fund distributes, at least once a year, virtually all of its
net investment income and net realized capital gains.
A dividend from net investment income represents the income the
Fund earns from dividends and interest paid on its investments,
after payment of the Fund's expenses.
A capital gain is the increase in value of a security that the
Fund holds. The gain is "unrealized" until the security is sold.
Each realized capital gain is either short-term or long-term
depending on whether the Fund held the security for one year or
less or more than one year, regardless of how long you have held
your Fund shares.
When the Fund makes a distribution of income or capital gains, the
distribution is automatically invested in additional shares of the
Fund unless you elect on the account application to have
distributions paid by check.
OPTIONS FOR RECEIVING DISTRIBUTION AND REDEMPTION PROCEEDS:
* by check
* by electronic transfer into your bank account
* a purchase of shares of another Stein Roe fund
* a purchase of shares in a Stein Roe fund account of another
person
If you elect to receive distributions by check and a distribution
check is returned to the Fund as undeliverable, or if you do not
present a distribution check for payment within six months, we
will change the distribution option on your account and reinvest
the proceeds of the check in additional shares of the Fund. You
will not receive any interest on amounts represented by uncashed
distribution or redemption checks.
Tax Consequences
You are subject to federal income tax on both dividends and
capital gains distributions whether you elect to receive them in
cash or reinvest them in additional shares of the Fund. If the
Fund declares a distribution in December, but does not pay it
until after December 31, you will be taxed as if the distribution
were paid in December. Stein Roe will process your distributions
and send you a statement for tax purposes each year showing the
source of distributions for the preceding year.
TRANSACTION TAX STATUS
Income dividend Ordinary income
Short-term capital gain distribution Ordinary income
Long-term capital gain distribution Capital gain
Sale of shares owned one year or less Gain is ordinary
income; loss is
subject to special
rules
Sale of shares owned more than one year Capital gain or loss
If you sell or exchange your shares, any gain or loss is a taxable
event. You may also be subject to state and local income taxes on
dividends or capital gains from the sale or exchange of Fund
shares.
This tax information provides only a general overview. It does
not apply if you invest in a tax-deferred retirement account such
as an IRA. Please consult your own tax advisor about the tax
consequences of an investment in the Fund.
If you have any account questions, you may call 800-338-2550. We
are here seven days a week to help you.
<PAGE>
OTHER INVESTMENTS AND RISKS
The Portfolio's primary investment strategies and risks are
described in this prospectus. (See "The Fund.") The Statement of
Additional Information (SAI) describes other investments that the
Portfolio may make and risks associated with them. The Board of
Trustees can change the Fund's investment objective without
shareholder approval.
The Fund's portfolio managers generally make decisions on buying
and selling portfolio investments based upon their judgment that
the decision will improve the Fund's investment return and further
its investment goal. The portfolio managers may also be required
to sell portfolio investments to fund redemptions.
Portfolio Turnover
There are no limits on turnover. Turnover may vary significantly
from year to year. Stein Roe does not expect it to exceed 100
percent under normal conditions. Portfolio turnover typically
produces capital gains or losses resulting in tax consequences for
Fund shareholders. It also increases transaction expenses, which
reduce the Fund's return.
Temporary Defensive Positions
When Stein Roe believes that a temporary defensive position is
necessary, the Portfolio may invest, without limit, in high-
quality debt securities or hold assets in cash and cash
equivalents. Stein Roe is not required to take a temporary
defensive position, and market conditions may prevent such an
action. The Fund may not achieve its investment objective if it
takes a defensive position.
Interfund Lending Program
The Portfolio may lend money to and borrow money from other funds
advised by Stein Roe. The Portfolio will do so when Stein Roe
believes such lending or borrowing is necessary and appropriate.
Borrowing costs will be the same as or lower than the costs of a
bank loan.
<PAGE>
THE FUND'S MANAGEMENT
Investment Adviser
Stein Roe & Farnham Incorporated, One South Wacker Drive, Chicago,
IL 60606, manages the day-to-day operations of the Fund and the
Portfolio. Stein Roe (and its predecessor) has advised and
managed mutual funds since 1949. As of Sept. 30, 1998, Stein Roe
managed more than $28 billion in assets. The Fund pays Stein Roe
an administrative fee at an annual rate of 0.15% of the first $500
million of average net assets, 0.125% of the next $500 million,
and 0.10% thereafter. The Portfolio pays Stein Roe a management
fee at an annual rate of 0.60% of the first $500 million, 0.55% of
the next $500 million, and 0.50% thereafter.
Stein Roe's mutual funds and institutional investment advisory
businesses are managed together with that of its affiliate,
Colonial Management Associates, Inc. (CMA), by a combined
management team of employees from both companies. CMA also shares
personnel, facilities, and systems with Stein Roe that may be used
in providing administrative or operational services to the Fund.
CMA is a registered investment adviser. Both Stein Roe and CMA
are subsidiaries of Liberty Financial Companies, Inc.
Stein Roe can use the services of AlphaTrade Inc., an affiliated
broker-dealer, when buying or selling equity securities for the
Fund's portfolio, pursuant to procedures adopted by the Fund's
Board of Trustees.
Portfolio Managers
Erik P. Gustafson and David P. Brady, CFA, are the portfolio
managers.
Mr. Gustafson joined Stein Roe in 1992 as a portfolio manager for
privately managed accounts and is a senior vice president. He has
managed the Portfolio since February 1995 and the SR&F Growth
Stock Portfolio since May 1994. He holds a B.A. degree from the
University of Virginia and M.B.A. and J.D. degrees from Florida
State University. As of Sept. 30, 1998, Mr. Gustafson managed
$1.4 billion in mutual fund net assets.
Mr. Brady, also a vice president, joined Stein Roe in 1993 and was
employed as an associate portfolio manager for Stein Roe Special
Fund until 1995. He has been portfolio manager of the Portfolio
since March 1995 and portfolio manager of Stein Roe Large Company
Focus Fund since June 1998. He holds a B.S. degree in finance,
graduating Magna Cum Laude, from the University of Arizona and an
M.B.A. degree from the University of Chicago. As of Sept. 30,
1998, Mr. Brady managed $767 million in mutual fund net assets.
Master/Feeder Fund Structure
Unlike mutual funds that directly acquire and manage their own
portfolio of securities, the Fund is a "feeder" fund in a
"master/feeder" structure. This means that the Fund invests its
assets in a larger "master" portfolio of securities, the SR&F
Growth Investor Portfolio, which has investment objectives and
policies substantially identical to those of the Fund. The
investment performance of the Fund depends upon the investment
performance of the Portfolio. If the investment policies of the
Portfolio and the Fund became inconsistent, the Fund's Board of
Trustees can decide what actions to take. Actions the Board of
Trustees may recommend include withdrawal of the Fund's assets
from the Portfolio. For more information on the master/feeder
fund structure, see the SAI.
Year 2000 Readiness
Like other investment companies, financial and business
organizations and individuals around the world, the Fund could be
adversely affected if the computer systems used by Stein Roe and
other service providers do not properly process and calculate
date-related information and data from and after Jan. 1, 2000.
This is commonly known as the "Year 2000 Problem." The Fund's
service providers are taking steps that they believe are
reasonably designed to address the Year 2000 problem, including
communicating with vendors who furnish services, software and
systems to the Fund to provide that date-related information and
data can be properly processed after Jan. 1, 2000. Many Fund
service providers and vendors, including Funds' service providers,
are in the process of making Year 2000 modifications to their
software and systems and believe that such modifications will be
completed on a timely basis prior to Jan. 1, 2000. However, no
assurances can be given that all modifications required to ensure
proper data processing and calculation on and after Jan. 1, 2000,
will be timely made or that services to the Fund will not be
adversely affected.
<PAGE>
[BACK COVER]
FOR MORE INFORMATION
You can obtain more information about the Fund's investments in
its semiannual and annual reports to shareholders. These reports
discuss the market conditions and investment strategies that
affected the Fund's performance over the past six months and year.
You may wish to read the Fund's SAI for more information. The SAI
is incorporated into this prospectus by reference, which means it
is part of this prospectus and you are deemed to have been told of
its contents.
To obtain free copies of the Fund's semiannual and annual reports
or SAI, or to request other information about the Fund, write or
call:
Stein Roe Mutual Funds
One South Wacker Drive
Suite 3200
Chicago, IL 60606
800-338-2550
www.steinroe.com
Text-only versions of all Fund documents can be viewed online or
downloaded from the SEC at www.sec.gov. You can also obtain
copies by visiting the SEC's Public Reference Room in Washington,
DC, by calling 800-SEC-0330, or by sending your request and the
appropriate fee to the SEC's public reference section, Washington,
DC 20549-6009.
Liberty Funds Distributor, Inc.
Investment Company Act file number of Stein Roe Investment Trust:
811-04978
