File No. 33-11351
Rule 497(e)
LIBERTY-STEIN ROE FUNDS INVESTMENT TRUST
(formerly named Stein Roe Investment Trust)
Stein Roe Young Investor Fund
Supplement to February 1, 1999 Prospectus
_________________________
Name Change. The name of Stein Roe Investment Trust has changed
to Liberty-Stein Roe Funds Investment Trust.
Portfolio Turnover. There are no limits on portfolio turnover.
Turnover may vary significantly from year to year. Stein Roe does
not expect it to exceed 100% under normal conditions. The Fund
generally intends to purchase securities for long-term investment
although, to a limited extent, the Fund may purchase securities in
anticipation of relatively short-term price gains. Portfolio
turnover typically produces capital gains or losses, resulting in
tax consequences for Fund investors. It also increases
transaction expenses, which reduces the Fund's return.
This Supplement is Dated November 8, 1999
<PAGE>
STEIN ROE INVESTMENT TRUST
Stein Roe Young Investor Fund
Supplement to Feb. 2, 1999 Prospectus
________________
The minimum initial amount that must be invested to open a Young
Investor Fund account under the automatic investment plan is $100.
The automatic investment plan must continue until your account has
a value of at least $1,000 (for custodial accounts) or $2,500 (for
regular accounts).
This Supplement is Dated August 13, 1999
<PAGE>
Prospectus
Stein Roe [service mark] Young Investor [service mark] Fund
Feb. 1, 1999
The Securities and Exchange Commission has not approved or
disapproved these securities or determined whether this prospectus
is accurate 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 Financial Highlights
10 Your Account
Purchasing Shares
Opening an Account
Determining Share Price (NAV)
Selling Shares
Exchanging Shares
Dividends and Distributions
23 Other Investments and Risks
Portfolio Turnover
Temporary Defensive Positions
Interfund Lending Program
Educational Materials
25 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 Young 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 affect the lives of children and
teenagers. These companies may produce products or services that
children and teenagers use, are aware of, or could have an
interest in. 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.
The Fund also has an educational objective. It seeks to teach
children and teenagers information about mutual funds, basic
economic principles and personal finance through a variety of
educational materials paid for by the Fund.
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
* are attracted to the Fund's educational objective
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 following charts show the Fund's performance from Jan. 1,
1995, through Dec. 31, 1998. The returns include the reinvestment
of dividends and distributions. As with all mutual funds, past
performance is no guarantee of future results.
Year-by-Year Total Returns
Year-by-year calendar returns show the Fund's volatility 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
[ ] Young Investor Fund
Best quarter: 4th quarter 1998, +20.82%.
Worst quarter: 3rd quarter 1998, -16.46%
Average Annual Total Returns
Average annual total returns measure the Fund's performance over
time. We compare the Fund's return with returns for the S&P 500,
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
Periods ending Dec. 31, 1998
1 yr Since Inception
4/29/94
Young Investor Fund 17.65% 26.62%
S&P 500 Index * 28.60% 26.66%
__________
*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) 0.78%
Distribution 12b-1 fees None
Other expenses 0.53%
Total annual fund operating expenses 1.31%
(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.
(c) Management fees includes both the management fee and the
administrative fee charged to the Fund.
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 5 yrs 10 yrs
Young Investor Fund $133 $415 $718 $1,579
UNDERSTANDING EXPENSES
Fund expenses include management fees and administrative costs
such as furnishing the Fund with offices and providing tax and
compliance services. They also include the expenses the Fund pays
for its educational materials.
<PAGE>
FINANCIAL HIGHLIGHTS
The financial highlights table explains the Fund's financial
performance. Consistent with other mutual funds, we show
information for the period of the Fund's operations. The Fund's
fiscal year runs from October 1 to September 30. The total
returns in the table represent the return that shareholders earned
assuming that they reinvested all dividends and distributions.
Certain information in the table reflects the financial results
for a single Fund share. Arthur Andersen LLP, an international
public accounting firm, audits this information and issues a
report that appears in the Fund's annual report along with the
financial statements. To request the Fund's annual report, please
call 800-338-2550.
YOUNG INVESTOR FUND
Per Share Data
<TABLE>
<CAPTION>
Period
ending
For years ending September 30, Sept. 30,
1998 1997 1996 1995 1994(a)
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of
period $22.75 $18.64 $14.29 $10.24 $10.00
Income from investment
operations
Net investment income (loss) (0.06) (0.04) 0.05 0.06 0.03
Net gains on securities (both
realized and unrealized) 0.31 4.79 4.86 4.07 0.21
Total income from investment
operations 0.25 4.75 4.91 4.13 0.24
Less distributions
Dividends (from net investment
income) - (0.02) (0.05) (0.08) -
Distributions (from capital
gains) (0.32) (0.62) (0.51) - -
Total distributions (0.32) (0.64) (0.56) (0.08) -
Net asset value, end of period $22.68 $22.75 $18.64 $14.29 $10.24
Total return (c) 1.14% 26.37% 35.55% 40.58% 2.40%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period
(000 omitted) $686,024 $475,506 $179,089 $31,401 $8,176
Ratio of net expenses to
average net assets (b) 1.31% 1.43% 1.21% 0.99% 0.99%(d)
Ratio of net investment income
(loss) to average net assets
(c) (0.28%) (0.25%) 0.30% 0.47% 1.07%(d)
Portfolio turnover rate N/A 22%(e) 98% 55% 12%
<FN>
______________________
(a) From commencement of operations on April 29, 1994.
(b) If the Fund had paid all of its expenses and there had been no
reimbursement of expenses by Stein Roe, this ratio would have
been 4.58% for the period ended Sept. 30, 1994, and 2.87%,
2.04% and 1.49% for the next three years, respectively.
(c) Computed with the effect of Stein Roe's expense reimbursement.
(d) These percentages are for periods of less than one year. They
have been converted to an annual basis making it easier to
compare to prior years.
(e) Prior to commencement of operations of the Portfolio.
</TABLE>
<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 $1,000 $50 -
Automatic Investment Plan
for Custodial Accounts* $100 $50 -
Roth and Traditional IRA $500 $50 $500
Educational IRA $500 $50 $500
- -----
*Automatic Investment Plan must continue until the account value
reaches $2,500.
Opening an Account
OPENING OR ADDING TO AN ACCOUNT
BY MAIL: Opening an Account
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
Adding to an Account
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: Opening an Account
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.
Adding to an Account
Wire funds to:
First National Bank of Boston
ABA: 011000390
Attn.: SSI, Account No. 560-99696
Fund No. 14; Stein Roe Young 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: Opening an Account
You cannot open a new account via electronic
transfer.
Adding to an Account
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: Opening an Account
By mail, phone, in person or automatically (be sure
to elect the Automatic Exchange Privilege on your
application).
Adding to an Account
By mail, phone, in person or automatically (be sure
to elect the Automatic Exchange Privilege on your
application).
THROUGH AN INTERMEDIARY: Opening an Account
Contact your financial professional.
Adding to an Account
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 sales 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.
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.
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.
Educational Materials
The Fund provides educational materials such as a newsletter and
an activity book to all Fund shareholders. The materials are
designed to teach children and teenagers basic investing
principles. The Fund also sends investors an owner's manual. The
educational materials are paid for by the Fund.
<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. For the fiscal year
ended Sept. 30, 1998, aggregate fees paid by the Fund to Stein Roe
amounted to 0.78 percent of average net assets.
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. Mr. Gustafson is a senior vice
president and has been portfolio manager of the Fund since
February 1995 and portfolio manager of SR&F Growth Stock Portfolio
since May 1994. He holds a B.A. 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 joined Stein Roe in 1993 as an associate portfolio
manager of Stein Roe Special Fund. He currently is a senior vice
president and has been portfolio manager of the Fund since March
1995 and portfolio manager of Stein Roe Large Company Focus Fund
since June 1998. He holds a B.S. in finance, graduating Magna Cum
Laude, from the University of Arizona and an M.B.A. 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 Board of Trustees
of the Fund 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 the Fund's 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>
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 the 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
