LIBERTY STEIN ROE FUNDS INVESTMENT TRUST, 497, 2000-02-18

LIBERTY STEIN ROE FUNDS INVESTMENT TRUST
497, 2000-02-18

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File No. 33-11351
Rule 497(e)
<PAGE>

Stein Roe Domestic Equity Funds

Balanced Fund
Growth & Income Fund, Class S
Disciplined Stock Fund
Growth Stock Fund
Growth Investor Fund, Class S
Midcap Growth Fund
Large Company Focus Fund
Capital Opportunities Fund
Small Company Growth Fund

Prospectus
February 1, 2000

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>

Each fund section contains the following information specific to
that fund: investment goal; principal investment strategy;
principal investment risks; fund performance; and your expenses.

Please keep this prospectus as your reference manual.

1 Balanced Fund

9 Growth & Income Fund, Class S

16 Disciplined Stock Fund

23 Growth Stock Fund

29 Growth Investor Fund, Class S

37 Midcap Growth Fund

44 Large Company Focus Fund

51 Capital Opportunities Fund

57 Small Company Growth Fund

64 Financial Highlights

74 Your Account
Purchasing Shares
Opening an Account
Determining Share Price (NAV)
Selling Shares
Exchanging Shares
Reporting to Shareholders
Dividends and Distributions

89 Other Investments and Risks

94 The Funds' Management
Investment Adviser
Portfolio Managers
Master/Feeder Fund Structure

<PAGE>

[Callout]
DEFINING CAPITALIZATION
A company's market capitalization is simply its stock price
multiplied by the number of shares of stock it has issued and
outstanding. In the financial markets, companies generally are
sorted into one of three capitalization-based categories: large
capitalization (large cap); medium capitalization (midcap); or
small capitalization (small cap). In defining a company's market
capitalization, we use capitalization-based categories as they are
defined by Lipper, Inc.

According to Lipper, Inc. as of December 1999, large-cap companies
had market capitalizations greater than $9.0 billion, midcap
companies had market capitalizations between $2.2 and $9.0
billion, and small-cap companies had market capitalizations less
than $2.2 billion. These amounts are subject to change.
[End Callout]

THE FUNDS
BALANCED FUND

INVESTMENT GOAL Stein Roe Balanced Fund seeks long-term growth
of capital and current income consistent with reasonable
investment risk.

PRINCIPAL INVESTMENT STRATEGY Balanced Fund invests all of its
assets in SR&F Balanced Portfolio as part of a master fund/feeder
fund structure. Balanced Portfolio allocates its investments
among common stocks and securities convertible into common stocks,
bonds and cash. The Portfolio invests primarily in well-
established companies that have large market capitalizations. The
portfolio manager may invest in a company because it has a history
of steady to improving sales or earnings growth that they believe
can be sustained. He also may invest in a company because they
believe its stock is priced attractively compared to the value of
its assets. The Portfolio may invest up to 25% of its assets in
foreign stocks.

The Portfolio also invests at least 25% of its assets in bonds.
The Portfolio purchases bonds that are "investment grade"-that is,
within the four highest investment grades assigned by a nationally
recognized statistical rating organization. The Portfolio may
invest in unrated bonds if the portfolio managers believe that the
securities are investment-grade quality. To select debt
securities for the Portfolio, the portfolio manager considers a
bond's expected income together with its potential for price gains
or losses.

The portfolio manager sets the Portfolio's asset allocation
between stocks, bonds and cash. The portfolio manager may change
the allocation from time to time based upon economic, market and
other factors that affect investment opportunities.

The portfolio manager may sell a portfolio holding if the security
reaches the portfolio manager's price target or if the company has
a deterioration of fundamentals such as failing to meet key
operating benchmarks. The portfolio manager may also sell a
portfolio holding to fund redemptions.

PRINCIPAL INVESTMENT RISKS There are two basic risks for all
mutual funds that invest in stocks and bonds: management risk and
market risk. For bonds, market risk is primarily a factor of
interest rate changes. These risks may cause you to lose money by
investing in the Fund.

[Callout]
WHAT ARE MARKET AND MANAGEMENT RISKS?
Management risk means that Stein Roe's stock and bond 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 and bonds, 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 stocks and
bonds.

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.

Debt Securities
The Portfolio's investments in debt securities, generally bonds,
expose the Fund to interest rate risk. Interest rate risk is the
risk of a decline in the price of a bond when interest rates
increase or decrease. In general, if interest rates rise, bond
prices fall; and if interest rates fall, bond prices rise.
Changes in the value of bonds will not affect the amount of income
the Fund receives from them but will affect the value of the
Fund's shares. Interest rate risk is generally greater for bonds
having longer maturities.

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.

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 Balanced Fund if you:
* are a long-term investor and want a fund that offers both stocks
and bonds in the same investment
* want a fund that can invest in both domestic and international
stocks
* are a first-time investor or want to invest primarily in just
one fund
* want to invest in stocks, but are uncomfortable with the risk
level of a fund that invests solely in stocks
* want to invest in bonds, but want more return potential than is
typically available from a fund that invests solely in bonds

Balanced Fund is not appropriate for investors who:
* want to avoid volatility or possible losses
* are saving for a short-term investment
* are not interested in generating taxable current income

FUND PERFORMANCE The following charts show the Fund's
performance for the past 10 calendar years through December 31,
1999. 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 total returns show the Fund's volatility
over a period of time. This chart illustrates performance
differences for each calendar year and provides an indication of
the risks of investing in the Fund.

[bar chart]

YEAR-BY-YEAR TOTAL RETURNS
45%
40%
35%
30%
25% 29.59%
20% 22.65%
15% 17.05% 17.47%
10% 12.34% 12.19% 12.26%
5% 7.89%
0%
- -5% -1.72% -4.12%
1990 1991 1992 1993 1994 1995 1996 1997 1998 1999
[ ] Balanced Fund
[end of bar chart]

Best quarter: 4th quarter 1998, +12.53%
Worst quarter: 3rd quarter 1990, -9.49%

Average Annual Total Returns

Average annual total returns measure the Fund's performance over
time. We compare the Fund's returns with returns for the S&P 500
Index. We show returns for calendar years to be consistent with
the way other mutual funds report performance in their
prospectuses. This provides an indication of the risks of
investing in the Fund.

AVERAGE ANNUAL TOTAL RETURNS
Periods ending December 31, 1999
1 yr 5 yr 10 yr
Balanced Fund 12.26% 16.26% 12.13%
S&P 500 Index* 21.03% 28.54% 18.19%

*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.

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) 0.70%
Distribution (12b-1) fees None
Other expenses 0.44%
Total annual fund operating expenses 1.14%

Expense Example

This example compares the cost of investing in the Fund to the
cost of investing in other mutual funds. It uses the same
hypothetical assumptions that other funds use in their
prospectuses:

* $10,000 initial investment
* 5% 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. This example reflects
expenses of both the Fund and the Portfolio. Expenses based on
these assumptions are:

EXPENSE EXAMPLE
1 yr 3 yrs 5 yrs 10 yrs
- ---------------------------------------------------------------
Balanced Fund $116 $362 $628 $1,386

<PAGE>

THE FUNDS
GROWTH & INCOME FUND, CLASS S

This Fund is closed to new investors except for purchases by
eligible investors as described under "Your Account."

INVESTMENT GOAL Stein Roe Growth & Income Fund seeks to provide
both growth of capital and current income.

PRINCIPAL INVESTMENT STRATEGY Growth & Income Fund invests all
of its assets in SR&F Growth & Income Portfolio as part of a
master fund/feeder fund structure. Growth & Income Portfolio
invests primarily in common stocks of well-established companies
having large market capitalizations. The Portfolio may also
invest in companies having midsized market capitalizations. The
Portfolio may invest up to 25% of its assets in foreign stocks.
To select investments for the Portfolio, the portfolio manager
looks for common stocks that have the potential to increase in
price and to pay dividends. The portfolio manager focuses on the
stocks of companies that have experienced management; broad,
highly diversified product lines; deep financial resources; easy
access to credit; and a history of paying dividends.

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 by investing in the
Fund.

[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.

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.

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 Growth & Income Fund if you:
* want to invest in the stocks of large companies, but prefer to
temper stock price fluctuations by combining growth with the
potential of a steady source of income from dividends
* are a long-term investor looking for steady, not aggressive,
growth potential
* are a first-time investor or want to invest primarily in just
one stock fund

Growth & Income Fund is not appropriate for investors who:
* want to avoid the risk and volatility associated with stock
market investing
* are saving for a short-term investment
* are not interested in generating taxable current income

Year-by-Year Total Returns

[bar chart]
YEAR-BY-YEAR TOTAL RETURNS
45%
40%
35%
30% 32.42% 30.15%
25% 25.71%
20% 21.81%
15% 19.54%
10% 10.01% 12.86% 11.13%
5%
0%
- -5% -1.72% -0.14%
1990 1991 1992 1993 1994 1995 1996 1997 1998 1999
[ ] Growth & Income Fund
[end of bar chart]

Best quarter: 4th quarter 1998, +17.91%
Worst quarter: 3rd quarter 1990, -12.06%

Average Annual Total Returns

AVERAGE ANNUAL TOTAL RETURNS
Periods ending December 31, 1999
1 yr 5 yr 10 yr
- ----------------------------------------------------------------
Growth & Income Fund, Class S 11.13% 21.50% 15.63%
S&P 500 Index* 21.03% 28.54% 18.19%

*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.

ANNUAL FUND OPERATING EXPENSES (b)
(expenses that are deducted from Fund assets)
Management fees(c) 0.75%
Distribution (12b-1) fees None
Other expenses 0.31%
Total annual fund operating expenses 1.06%

Expense Example

This example compares the cost of investing in the Fund to the
cost of investing in other mutual funds. It uses the same
hypothetical assumptions that other funds use in their
prospectuses:

* $10,000 initial investment
* 5% return each year
* the Fund's operating expenses remain constant as a percent of
net assets
* redemption at the end of each time period

EXPENSE EXAMPLE
1 yr 3 yrs 5 yrs 10 yrs
- ------------------------------------------------------------------
Growth & Income Fund, Class S $108 $337 $585 $1,294

<PAGE>

THE FUNDS
DISCIPLINED STOCK FUND

INVESTMENT GOAL Stein Roe Disciplined Stock Fund seeks long-term
growth.

PRINCIPAL INVESTMENT STRATEGY Disciplined Stock Fund invests all
of its assets in SR&F Disciplined Stock Portfolio as part of a
master fund/feeder fund structure. Under normal market
circumstances, Disciplined Stock Portfolio will invest primarily
in common stocks of midcapitalization companies. The Portfolio
may also invest in companies having large-market capitalizations.
The Portfolio may invest up to 25% of its assets in foreign
stocks. The portfolio will be "blend" in nature, meaning that the
managers will exercise latitude in investing in the stocks of
companies that have "growth" and/or "value" characteristics. The
portfolio managers will generally avoid growth stocks with very
high relative price/earnings ratios and growth rates. These
strategies reflect the Fund's more conservative posture than a
fund investing only in growth stocks. In selecting stocks with
value characteristics, the portfolio managers will look for
companies that are undervalued and are perhaps growing more
slowly, but whose valuation may be attractive based on factors
such as an improved earnings outlook, increasing free cash flow,
new product initiatives or changes in management.

The portfolio managers may sell a portfolio holding if the
security reaches the portfolio managers' price target or if the
company has a deterioration of fundamentals such as failing to
meet key operating benchmarks. The portfolio managers may also
sell a portfolio holding to fund redemptions.

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 by investing in the
Fund.

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.

Investments in stocks of midsized companies can be riskier than
investments in larger companies. Midsized companies often have
limited product lines, operating histories, markets, or financial
resources. They may depend heavily on a small management group
than larger companies. Midsized companies may trade less
frequently, in smaller volumes, and fluctuate more sharply in
price than larger companies. In addition, they may not be widely
followed by the investment community, which can lower the demand
for their stock.

Foreign Securities

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.

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 Disciplined Stock Fund if you:
* want a fund that typically will blend both growth and value
characteristics
* are a long-term investor

Disciplined Stock Fund is not appropriate for investors who:
* want to avoid the volatility and risks of stock market investing
* are saving for a short-term investment
* need regular current income

Year-by-Year Total Returns

[bar chart]
YEAR-BY-YEAR TOTAL RETURNS
40%
35% 34.04%
30%
25% 25.94%
20% 20.42%
15% 18.73% 18.81%
10% 14.05% 10.51%
5%
0%
- -5% -5.81% -3.35%
- -10%
- -15% -11.25%
1990 1991 1992 1993 1994 1995 1996 1997 1998 1999
[ ] Disciplined Stock Fund
[end of bar chart]

Best quarter: 2nd quarter 1999, +20.87%
Worst quarter: 3rd quarter 1998, -18.13%

Average Annual Total Returns

Average annual total returns measure the Fund's performance over
time. We compare the Fund's returns with returns for the S&P
MidCap 400 Index. We show returns for calendar years to be
consistent with the way other mutual funds report performance in
their prospectuses. This provides an indication of the risks of
investing in the Fund.

AVERAGE ANNUAL TOTAL RETURNS
Periods ending December 31, 1999
1 yr 5 yr 10 yr
- ----------------------------------------------------------------
Disciplined Stock Fund 10.51% 11.74% 11.31%
S&P MidCap 400 Index* 14.72% 23.05% 17.32%

*The S&P MidCap 400 Index is an unmanaged group of stocks that
differs from the Fund's composition; it is not available for
direct investment.

ANNUAL FUND OPERATING EXPENSES (b)
(expenses that are deducted from Fund assets)
Management fees(c) 0.87%
Distribution (12b-1) fees None
Other expenses 0.29%
Total annual fund operating expenses 1.16%

Expense Example

This example compares the cost of investing in the Fund to the
cost of investing in other mutual funds. It uses the same
hypothetical assumptions that other funds use in their
prospectuses:

* $10,000 initial investment
* 5% return each year
* the Fund's operating expenses remain constant as a percent of
net assets
* redemption at the end of each time period

EXPENSE EXAMPLE
1 yr 3 yrs 5 yrs 10 yrs
- --------------------------------------------------------------
Disciplined Stock Fund $118 $368 $638 $1,409

<PAGE>

THE FUNDS
GROWTH STOCK FUND

This Fund is closed to new investors except for purchases by
eligible investors as described under "Your Account."

INVESTMENT GOAL Stein Roe Growth Stock Fund seeks long-term
growth.

PRINCIPAL INVESTMENT STRATEGY Growth Stock Fund invests all of
its assets in SR&F Growth Stock Portfolio as part of a master
fund/feeder fund structure. Growth Stock Portfolio invests
primarily in the common stocks of companies with large-market
capitalizations. The Portfolio emphasizes the technology,
financial services, health care, and global consumer franchise
sectors. The Portfolio may invest up to 25% of its assets in
foreign stocks. To select investments for the Portfolio, the
portfolio manager considers companies that he believes will
generate earnings growth over the long term regardless of the
economic environment.

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 by investing in the
Fund.

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.

The Portfolio's emphasis on certain market sectors may increase
volatility in the Fund's NAV. If sectors that the Portfolio
invests in do not perform well, the Fund's NAV could decrease.

Foreign Securities

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.

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 Growth Stock Fund if you:
* are a long-term investor and want to participate in the market
for large-capitalization growth stocks
* can tolerate the risk and volatility associated with the general
stock market but want less risk and volatility than an
aggressive growth fund

Growth Stock Fund is not appropriate for investors who:
* want to avoid the risk and volatility associated with stock
market investing
* are saving for a short-term investment
* want regular current income

Year-by-Year Total Returns

[bar chart]
YEAR-BY-YEAR TOTAL RETURNS
45% 46.00%
40%
35% 35.63% 36.61%
30% 31.62%
25% 25.54%
20% 20.94%
15%
10%
5% 8.24%
0% 0.93% 2.84%
- -5% -3.78%
1990 1991 1992 1993 1994 1995 1996 1997 1998 1999
[ ] Growth Stock Fund
[end of bar chart]

Best quarter: 4th quarter 1999, +25.35%
Worst quarter: 3rd quarter 1990, -16.61%

Average Annual Total Returns

AVERAGE ANNUAL TOTAL RETURNS
Periods ending December 31, 1999
1 yr 5 yr 10 yr
- -------------------------------------------------------------
Growth Stock Fund 36.61% 29.93% 19.31%
S&P 500 Index* 21.03% 28.54% 18.19%

*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.

ANNUAL FUND OPERATING EXPENSES (b)
(expenses that are deducted from Fund assets)
Management fees(c) 0.71%
Distribution (12b-1) fees None
Other expenses 0.26%
Total annual fund operating expenses 0.97%

Expense Example

This example compares the cost of investing in the Fund to the
cost of investing in other mutual funds. It uses the same
hypothetical assumptions that other funds use in their
prospectuses:

* $10,000 initial investment
* 5% return each year
* the Fund's operating expenses remain constant as a percent of
net assets
* redemption at the end of each time period

EXPENSE EXAMPLE
1 yr 3 yrs 5 yrs 10 yrs
- -------------------------------------------------------------
Growth Stock Fund $99 $309 $536 $1,190

<PAGE>

THE FUNDS
GROWTH INVESTOR FUND, CLASS S

This Fund is closed to new investors except for purchases by
eligible investors as described under "Your Account."

INVESTMENT GOAL Stein Roe Growth Investor Fund seeks long-term
growth.

Principal Investment Strategy Stein Roe Growth Investor 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% of its total assets in common stocks of companies
that Stein Roe believes have long-term growth potential. The
Portfolio may invest in companies of any size including smaller,
emerging companies. It emphasizes companies in the technology
sector, including computer software, computer hardware,
semiconductors and Internet infrastructure companies, and various
consumer goods sectors, including personal care products,
pharmaceuticals and food products. The Portfolio may invest up to
25% 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.

The portfolio managers may sell a portfolio holding if the company
has a deterioration of fundamentals such as lower revenues or
earnings growth. The portfolio managers may also sell a portfolio
holding to fund redemptions.

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 by investing in the
Fund.

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.

Due to its focus on companies in the technology sector and various
consumer goods sectors, the Fund may perform differently than the
stock market. Financial, economic, business, political, and other
developments affecting the technology or consumer goods sectors
will have a greater effect on the Fund. The value of technology-
related companies is particularly vulnerable to rapidly changing
technology, extensive government regulation, and relatively high
costs of obsolescence caused by technological advances, which are
higher than in other industry sectors. 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.

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.

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 Growth Investor 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

Growth Investor Fund is not appropriate for shareholders who:
* want to avoid 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 to reflect the
higher gross annual operating expenses of Growth Investor Fund.
If those gross annual operating expenses were reflected,
performance of Young Investor Fund would be lower. 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.

[bar chart]

YEAR-BY-YEAR TOTAL RETURNS
40%
35% 39.79% 35.10%
30% 31.69%
25% 26.28%
20%
15% 17.65%
10%
5%
0%
- -5%
1995 1996 1997 1998 1999
[ ] Growth Investor Fund*
[end of bar chart]

Best quarter: 4th quarter 1999, +28.04%
Worst quarter: 3rd quarter 1998, -16.46%

*Growth Investor Fund performance is the performance of Young
Investor Fund from April 29, 1994 through March 31, 1999.

Average Annual Total Returns

Stein Roe Growth Investor Fund commenced operations on March 31,
1999. The Fund's historical performance for all periods prior to
March 31, 1999, is the performance of Young Investor Fund and has
not been restated to reflect the higher gross annual operating
expenses of Growth 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.
We show returns for calendar years to be consistent with the way
other mutual funds report performance in their prospectuses. This
provides an indication of the risks of investing in the Fund.

AVERAGE ANNUAL TOTAL RETURNS
Periods ending December 31, 1999
1 yr 5 yr Since Inception
(April 29, 1994)
- --------------------------------------------------------------
Growth Investor Fund* 31.69% 29.87% 27.49%
S&P 500 Index** 21.03% 28.54% 25.65%

*Growth Investor Fund performance is the performance of Young
Investor Fund from April 29, 1994 through March 31, 1999.
**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 December 31, 1999.

ANNUAL FUND OPERATING EXPENSES (b)
(expenses that are deducted from Fund assets)
Management fees(c) 0.73%
Distribution (12b-1) fees None
Other expenses 1.61%
Total annual fund operating expenses 2.34%
Expense reimbursement(d) 1.24%
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. 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 January 31, 2001. After
reimbursement, management fees will be 0.0% and other expenses
will be 1.10%. 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 other mutual funds. It uses the same
hypothetical assumptions that other funds use in their
prospectuses:

* $10,000 initial investment
* 5% return each year
* the Fund's operating expenses remain constant as a percent of
net assets
* redemption at the end of each time period

EXPENSE EXAMPLE
1 yr 3 yrs 5 yrs 10 yrs
- ------------------------------------------------------------
Growth Investor Fund $112 $611 $1,138 $2,581

<PAGE>

THE FUNDS
MIDCAP GROWTH FUND

INVESTMENT GOAL Stein Roe Midcap Growth Fund seeks long-term
growth.

PRINCIPAL INVESTMENT STRATEGY Under normal market conditions,
Midcap Growth Fund invests at least 65% of its assets in common
stocks of midcap companies that the portfolio manager believes
have long-term growth potential. The Fund may also invest in
small- and large-capitalization companies. The Fund may invest up
to 25% of its assets in foreign stocks. To select investments for
the Fund, the portfolio manager considers midcap companies that
show the potential to generate and sustain long-term earnings
growth at above-average rates. The portfolio manager selects
companies based on his view of long-term rather than short-term
earnings growth prospects.

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 by investing in the
Fund.

Because the Fund invests in stocks, the price of its shares-its
net asset value per share (NAV)-fluctuates daily in response to
changes in the market value of the securities.

Investments in stocks of midsized companies can be riskier than
investments in larger companies. Midsized companies often have
limited product lines, operating histories, markets, or financial
resources. They may depend heavily on a small management group.
Midsized companies may trade less frequently, in smaller volumes,
and fluctuate more sharply in price than larger companies. In
addition, they may not be widely followed by the investment
community, which can lower the demand for their 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
Fund 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.

For more information on the Fund's investment techniques, please
refer to "Other Investments and Risks."

Who Should Invest in the Fund?

You may want to invest in Midcap Growth Fund if you:
* want a fund that emphasizes midcap companies
* are a long-term investor

Midcap Growth Fund is not appropriate for investors who:
* want to avoid the risk and volatility associated with small
stock investing
* are saving for a short-term investment
* need regular current income

FUND PERFORMANCE The following charts show the Fund's
performance for calendar years through December 31, 1999. 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

[bar chart]
YEAR-BY-YEAR TOTAL RETURNS
45%
40% 42.73%
30%
25%
20%
15% 15.24%
10%
5%
0%
- -5%
1998 1999
[ ] Midcap Growth Fund
[end of bar chart]

Best quarter: 4th quarter 1999, +44.10%
Worst quarter: 3rd quarter 1998, -18.35%

Average Annual Total Returns

AVERAGE ANNUAL TOTAL RETURNS
Periods ending December 31, 1999
1 yr Since Inception
(June 30, 1997)
- ------------------------------------------------------------
Midcap Growth Fund 42.73% 26.57%
S&P 500 Index* 21.03% 24.26%

*The S&P 500 Index is an group of stocks that differs from the
Fund's composition; it is not available for direct investment.

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 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) 0.90%
Distribution (12b-1) fees None
Other Expenses 0.64%
Total annual fund operating expenses 1.54%
Expense reimbursement(d) 0.29%
Net expenses 1.25%

(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) 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 ordinary operating
expenses exceed 1.25% of annual average net assets. The
expense undertaking expires on January 31, 2001. 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 other mutual funds. It uses the same
hypothetical assumptions that other funds use in their
prospectuses:

* $10,000 initial investment
* 5% 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. Expense reimbursements are
in effect for the first year in the periods below. Expenses based
on these assumptions are:

EXPENSE EXAMPLE
1 yr 3 yrs 5 yrs 10 yrs
- ------------------------------------------------------------
Midcap Growth Fund $127 $458 $812 $1,810

<PAGE>

THE FUNDS
LARGE COMPANY FOCUS FUND

INVESTMENT GOAL Stein Roe Large Company Focus Fund seeks long-
term growth.

PRINCIPAL INVESTMENT STRATEGY Large Company Focus Fund invests
primarily in a limited number of large capitalization companies
that the portfolio manager believes have above-average growth
potential. As a "focus" fund, under normal conditions, the Fund
will primarily hold between 15-25 common stocks. To select
investments for the Fund, the portfolio manager considers
companies that are dominant in their particular industries or
markets that can generate consistent earnings growth. The
portfolio manager selects investments across many sectors. Since
the Fund is "non-diversified," the percentage of assets that it
may invest in any one issuer is not limited. The Fund may invest
up to 25% of its assets in foreign stocks.

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 by investing in the
Fund.

Because the Fund invests in stocks, the price of its shares-its
net asset value per share (NAV)-fluctuates daily in response to
changes in the market value of the securities.

The Fund invests in a limited number of stocks and it owns a
higher concentration in a single stock than a "diversified" fund.
As a result, a single stock's increase or decrease in value may
have a greater impact on the Fund's NAV and cause the Fund's NAV
to fluctuate more than the NAV of diversified growth funds.

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
Fund 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.

For more information on the Fund's investment techniques, please
refer to "Other Investments and Risks."

Who Should Invest in the Fund?

You may want to invest in Large Company Focus Fund if you:
* want a mutual fund that invests in a limited number of large-cap
growth stocks
* want the added performance potential of a focus fund and are
comfortable with the increased price volatility that may
accompany focused investing
* are a long-term investor

Large Company Focus Fund is not appropriate for investors who:
* want to avoid the greater price volatility associated with a
fund that invests in a limited number of stocks
* are saving for a short-term investment
* need regular current income

FUND PERFORMANCE The following charts show the Fund's
performance for calendar year 1999. 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

This chart illustrates performance for the one-year period ended
December 31, 1999 and provides an indication of the risks of
investing in the Fund.

[bar chart]
ANNUAL TOTAL RETURNS
40%
35% 37.99%
30%
25%
20%
15%
10%
5%
0%
- -5%
1999
[ ] Large Company Focus Fund
[end of bar chart]

Best quarter: 4th quarter 1999, +20.90%
Worst quarter: 3rd quarter 1998, -12.87%

Average Annual Total Returns

AVERAGE ANNUAL TOTAL RETURNS
Periods ending December 31, 1999
1 yr Since Inception
(June 26, 1998)
- --------------------------------------------------------------
Large Company Focus Fund 37.99% 26.36%
S&P 500 Index* 21.03% 20.46%

*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 June 30, 1998 to December 31, 1999.

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 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) 0.90%
Distribution (12b-1) fees None
Other expenses 0.71%
Total annual fund operating expenses 1.61%
Expense reimbursement(d) 0.11%
Net expenses 1.50%

(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) 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 ordinary operating
expenses exceed 1.50% of annual average net assets. The
expense undertaking expires on January 31, 2001. After
reimbursement, management fees will be 0.79%. 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 other mutual funds. It uses the same
hypothetical assumptions that other funds use in their
prospectuses:

* $10,000 initial investment
* 5% return each year
* the Fund's operating expenses remain constant as a percent of
net assets
* redemption at the end of each time period

EXPENSE EXAMPLE
1 yr 3 yrs 5 yrs 10 yrs
- -----------------------------------------------------------------
Large Company Focus Fund $153 $497 $866 $1,902

<PAGE>

THE FUNDS
STEIN ROE CAPITAL OPPORTUNITIES FUND

INVESTMENT GOAL Stein Roe Capital Opportunities Fund seeks long-
term growth.

PRINCIPAL INVESTMENT STRATEGY Capital Opportunities Fund invests
primarily in the common stocks of aggressive growth companies. An
aggressive growth company has the ability to increase its earnings
at an above-average rate. To select stocks for the Fund, the
managers concentrate on stocks of small and midcapitalization
companies which they believe have opportunities for growth. The
Fund may invest up to 25% of its assets in foreign stocks.

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 by investing in the
Fund.

Because the Fund invests in stocks, the price of its shares-its
net asset value per share (NAV)-fluctuates daily in response to
changes in the market value of the securities.

Investments in stocks of small and midsized companies can be
riskier than investments in larger companies. Small and midsized
companies often have limited product lines, operating histories,
markets, or financial resources. They may depend heavily on a
small management group. Small companies in particular are more
likely to fail or prove unable to grow. Small and midsized
companies may trade less frequently, in smaller volumes, and
fluctuate more sharply in price than larger companies. In
addition, they may not be widely followed by the investment
community, which can lower the demand for their 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
Fund 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.

For more information on the Fund's investment techniques, please
refer to "Other Investments and Risks."

Who Should Invest in the Fund?

You may want to invest in Capital Opportunities Fund if you:
* like the significant growth potential of aggressive growth
companies and can tolerate their greater price volatility
* believe that a company's earnings growth drives its stock price
* are a long-term investor and prefer a fund with a long-term
investment horizon

Capital Opportunities Fund is not appropriate for investors who:
* want to avoid the increased price volatility and risks
associated with aggressive growth investing
* are saving for a short-term investment
* need regular current income

Year-by-Year Total Returns

[bar chart]
YEAR-BY-YEAR TOTAL RETURNS
65%
60% 62.79%
55%
50% 50.77%
45%
40% 40.33%
35%
30%
25% -29.09% 27.52%
20% 20.39%
15%
10%
5% 6.15%
0% 2.43% 0.00%
- -5% -1.61%
- -10%
1990 1991 1992 1993 1994 1995 1996 1997 1998 1999
[ ] Capital Opportunities Fund
[end of bar chart]

Best quarter: 4th quarter 1999, +43.85%
Worst quarter: 3rd quarter 1990, -33.14%

Average Annual Total Returns

AVERAGE ANNUAL TOTAL RETURNS
Periods ending December 31, 1999
1 yr 5 yr 10 yr
- ---------------------------------------------------------------
Capital Opportunities Fund 40.33% 21.61% 14.90%
S&P MidCap 400 Index* 14.72% 23.05% 17.32%

*The S&P MidCap 400 Index is an unmanaged group of stocks that
differs from the Fund's composition; it is not available for
direct investment.

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 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) 0.89%
Distribution (12b-1) fees None
Other expenses 0.30%
Total annual fund operating expenses 1.19%

Expense Example

This example compares the cost of investing in the Fund to the
cost of investing in other mutual funds. It uses the same
hypothetical assumptions that other funds use in their
prospectuses:

* $10,000 initial investment
* 5% 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
Capital Opportunities Fund $121 $378 $654 $1,443

<PAGE>

THE FUNDS
SMALL COMPANY GROWTH FUND

INVESTMENT GOAL Stein Roe Small Company Growth Fund seeks long-
term growth.

PRINCIPAL INVESTMENT STRATEGY Under normal market conditions,
the Fund invests at least 65% of its assets in common stocks of
small-cap companies. The Fund may invest in new issuers during
periods when new issues are being brought to market. The Fund may
also invest in midcap companies. The Fund invests in companies
that compete within large and growing markets and that have the
ability to grow their market share. To find companies with these
growth characteristics, the portfolio manager seeks out companies
that are-or, in the portfolio manager's judgment, have the
potential to be-a market share leader within their respective
industry. He also looks for companies with strong management
teams that participate in the ownership of the companies.

PRINCIPAL INVESTMENT RISKS There are two basic risks for all
mutual funds that invest in stocks: management risk and market
risk. Investments in small- and medium-cap companies may increase
these risks relative to investments in larger-cap companies.
These risks may cause you to lose money by investing in the Fund.

[Callout]
WHAT ARE MARKET AND MANAGEMENT RISKS?
Management risk means that 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 of callout]

The price of the Fund's shares-its net asset value (NAV)-may
fluctuate daily in response to changes in the market value of the
securities.

Small- and Medium-Cap Companies

The securities the Fund purchases may involve certain special
risks. Small- and medium-sized companies and new issuers often
have limited product lines, operating histories, markets, or
financial resources. They also may depend heavily on a small
management group. Small-cap companies in particular are more
likely to fail or prove unable to grow. Their securities may
trade less frequently, in smaller volumes, and fluctuate more
sharply in price than securities of larger companies.

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.

For more information on the Fund's investment techniques, please
refer to "Other Investments and Risks."

Who Should Invest in the Fund?

You may want to invest in Small Company Growth Fund if you:
* are a long-term investor who seeks the potentially greater
growth opportunities of small-cap stocks and can tolerate their
greater risks
* can tolerate fluctuations in the Fund's NAV due to greater
volatility of small-cap companies

Small Company Growth Fund is not appropriate for investors who:
* already have significant holdings in small-cap stocks or mutual
funds
* want to avoid volatility or possible losses
* are saving for a short-term investment
* need regular current income

Year-by-Year Total Returns

[bar chart]
YEAR-BY-YEAR TOTAL RETURNS*
50% 50.91%
40%
30%
20%
10% 19.93%
0% 7.85%
- -5%
1997 1998 1999
[ ] Small Company Growth Fund
[end of bar chart]

Best quarter: 4th quarter 1999, +36.33%
Worst quarter: 3rd quarter 1998, -19.32%

Average Annual Total Returns

Average annual total returns measure the Fund's performance over
time. We compare the Fund's returns with returns for the S&P
SmallCap 600 Index. We show returns for calendar years to be
consistent with the way other mutual funds report performance in
their prospectuses. This provides an indication of the risks of
investing in the Fund.

AVERAGE ANNUAL TOTAL RETURNS
Periods ending December 31, 1999
1 yr Since Inception
(March 25, 1996)
- --------------------------------------------------------------
Small Company Growth Fund* 50.91% 24.06%
S&P SmallCap 600 Index** 12.41% 13.33%

*On February 2, 1999, the Colonial Aggressive Growth Fund
(Predecessor Fund) was reorganized into the Fund. The Predecessor
Fund had multiple classes of shares, consisting of Class A, Class
B, and Class C shares. The performance information contained in
the table prior to February 2, 1999, is based on the historical
returns of the Predecessor Fund's Class A shares, which, unlike
the Fund, had a 0.25% 12b-1 fee. The table does not reflect the
sales load of the Predecessor Fund's Class A shares.
**The S&P SmallCap 600 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
SmallCap 600 Index is from March 31, 1996 to December 31, 1999.

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 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) 1.00%
Distribution (12b-1) fees None
Other expenses 2.73%
Total annual fund operating expenses 3.73%
Expense reimbursement(d) 2.23%
Net expenses 1.50%

(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) Management fees reflect increases effective February 1999. In
addition, the Fund's 12b-1 fee of 0.25% and load of 5.75% were
eliminated effective February 1999. 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 1.50% of average daily net assets.
This commitment expires on January 31, 2001. After
reimbursement, management fees will be 0.0% and other expenses
will be 1.50%. 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 other mutual funds. It uses the same
hypothetical assumptions that other funds use in their
prospectuses:

* $10,000 initial investment
* 5% return each year
* the Fund's operating expenses remain constant as a percent of
net assets
* redemption at the end of each time period

EXPENSE EXAMPLE
1 yr 3 yrs 5 yrs 10 yrs
- -----------------------------------------------------------------
Small Company Growth Fund $153 $935 $1,737 $3,832

<PAGE>

FINANCIAL HIGHLIGHTS

The financial highlights tables explain the Funds' financial
performance. Consistent with other mutual funds, we show
information for the last five fiscal years or for the period of a
Fund's operations (if shorter). Each Fund's fiscal year runs from
October 1 to September 30. The total returns in the table
represent the return that investors earned assuming that they
reinvested all dividends and distributions. Certain information
in the tables reflects the financial results for a single Fund
share. This information is included in the Funds' financial
statements, which, for the year ended September 30, 1999, have
been audited by PricewaterhouseCoopers LLP, independent
accountants, whose report, along with the financial statements, is
included in the Funds' annual reports. Arthur Andersen LLP
audited the financial statements for the years 1995 through 1998
for Funds other than Small Company Growth Fund. To request an
annual report, please call 800-338-2550.

The fiscal year of Small Company Growth Fund ran from July 1 to
June 30 through June 30, 1999 when it was changed to September 30.
Information for that Fund through June 30, 1998, has been derived
from the financial statements of Colonial Aggressive Growth Fund
(Predecessor Fund). Certain information reflects the financial
results for a single share of Class A of the Predecessor Fund
outstanding throughout the period from March 31, 1996 through June
30, 1998. PricewaterhouseCoopers LLP has audited this information
for all periods presented for that Fund.

<PAGE>

<TABLE>
<CAPTION>
BALANCED FUND
PER SHARE DATA
Years ended September 30,
1999 1998 1997 1996 1995
- --------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $ 30.70 $ 33.41 $ 30.07 $ 27.82 $ 25.78
Income from investment operations
Net investment income (c) 0.78 0.95 0.95 1.00 1.33
Net gains (losses) on securities
(both realized and unrealized) 3.85 (0.90) 5.61 2.96 2.22
Total income from investment
operations 4.63 0.05 6.56 3.96 3.55
Less distributions
Dividends (from net investment income) (0.90) (0.76) (0.96) (1.01) (1.23)
Distributions (from capital gains) (2.08) (2.00) (2.26) (0.70) (0.28)
Total distributions (2.98) (2.76) (3.22) (1.71) (1.51)
Net asset value, end of period $ 32.35 $ 30.70 $ 33.41 $ 30.07 $ 27.82
Total return 15.74% 0.14% 23.60% 14.83% 14.49%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000
omitted) $250,690 $247,852 $284,846 $231,063 $228,560
Ratio of net expenses to average
net assets .14%(b) 1.03% 1.05% 1.05% 0.87%
Ratio of net investment income to
average net assets 2.35%(b) 2.90% 3.02% 3.45% 5.14%
Portfolio turnover rate (a) 41% 61% 15% 87% 45%
<FN>
(a) Portfolio turnover rate for 1999 and 1998 shows the portfolio
turnover rate of the Portfolio. The Portfolio's turnover rate
from the commencement of operations on February 14, 1997
through September 30, 1997, was 21%. Portfolio turnover rate
for 1997, 1996 and 1995 shows that of the Fund prior to
commencement of operations of the Portfolio.
(b) During the year ended September 30, 1999, the Fund experienced
a one-time reduction in its expenses of 0.07% as a result of
expenses accrued in a prior period. The Fund's ratios
disclosed above reflect the actual rate at which expenses were
incurred through the current fiscal year without the
reduction.
(c) Per share data was calculated using average shares outstanding
during the period.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
GROWTH & INCOME FUND
PER SHARE DATA
Years ended September 30,
1999 1998 1997 1996 1995
- --------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $ 22.45 $ 22.91 $ 18.39 $ 16.65 $ 14.54
Income from investment operations
Net investment income (c) 0.22 0.24 0.30 0.27 0.34
Net gains on securities (both
realized and unrealized) 4.10 0.55 5.15 3.22 2.56
Total income from investment operations 4.32 0.79 5.45 3.49 2.90
Less distributions
Dividends (from net investment income) (0.25) (0.28) (0.28) (0.32) (0.20)
Distributions (from capital gains) (0.38) (0.97) (0.65) (1.43) (0.59)
Total distributions (0.63) (1.25) (0.93) (1.75) (0.79)
Net asset value, end of period $ 26.14 $ 22.45 $ 22.91 $ 18.39 $ 16.65
Total return 19.39% 3.45% 30.81% 22.67% 21.12%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000 omitted) $375,789 $351,052 $337,466 $204,387 $139,539
Ratio of net expenses to
average net assets 1.06(b) 1.07% 1.13% 1.18% 0.96%
Ratio of net investment income to
average net assets 0.79%(b) 1.02% 1.52% 1.65% 1.78%
Portfolio turnover rate (a) 7% 11% 2% 13% 70%
<FN>
(a) Portfolio turnover rate for 1999 and 1998 shows the portfolio
turnover rate of the Portfolio. The Portfolio's turnover rate
from the commencement of operations on February 14, 1997
through September 30, 1997, was 7%. Portfolio turnover rate
for 1997, 1996 and 1995 shows that of the Fund prior to
commencement of operations of the Portfolio.
(b) During the year ended September 30, 1999, the Fund experienced
a one-time reduction in its expenses of 0.04% as a result of
expenses accrued in a prior period. The Fund's ratios
disclosed above reflect the actual rate at which expenses were
incurred through the current fiscal year without the
reduction.
(c) Per share data was calculated using average shares outstanding
during the period.
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
DISCIPLINED STOCK FUND(A)
PER SHARE DATA
Years ended September 30,
1999 1998 1997 1996 1995
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $ 24.48 $ 33.79 $ 27.39 $ 25.26 $ 23.54
Income from investment operations
Net investment income (loss) (d) 0.17 0.07 (0.06) 0.01 0.13
Net gains (losses) on securities
(both realized and unrealized) 2.64 (6.06) 8.57 4.14 3.05
Total income from investment operations 2.81 (5.99) 8.51 4.15 3.18
Less distributions
Dividends (from net investment income) (0.11) - - (0.11) (0.15)
Distributions (from capital gains) (4.57) (3.32) (2.11) (1.91) (1.31)
Total distributions (4.68) (3.32) (2.11) (2.02) (1.46)
Net asset value, end of period $ 22.61 $ 24.48 $ 33.79 $ 27.39 $ 25.26
Total return 13.57% (19.17%) 33.67% 17.89% 14.60%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000 omitted) $593,526 $911,650 $1,327,578 $1,158,498 $1,201,469
Ratio of net expenses to average net
assets 1.16%(c) 1.13% 1.14% 1.18% 1.02%
Ratio of net investment income (loss)
to average net assets 0.63%(c) 0.21% (0.17%) 0.03% 0.56%
Portfolio turnover rate (b) 47% 46% 7% 32% 41%
<FN>
(a) The name of the Fund was changed on May 6, 1999 from Stein Roe
Special Fund to Stein Roe Disciplined Stock Fund.
(b) Portfolio turnover rate for 1999 and 1998 shows the portfolio
turnover rate of the Portfolio. The Portfolio's turnover rate
from the commencement of operations on February 14, 1997
through September 30, 1997, was 8%. Portfolio turnover rate
for 1997, 1996 and 1995 shows that of the Fund prior to
commencement of operations of the Portfolio.
(c) During the year ended September 30, 1999, the Fund experienced
a one-time reduction in its expenses of 0.09% as a result of
expenses accrued in a prior period. The Fund's ratios
disclosed above reflect the actual rate at which expenses were
incurred through the current fiscal year without the
reduction.
(d) Per share data was calculated using average shares outstanding
during the period.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
GROWTH STOCK FUND
PER SHARE DATA
Years ended September 30,
1999 1998 1997 1996 1995
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $ 34.71 $ 35.29 $ 28.79 $ 26.13 $ 23.58
Income from investment operations
Net investment income (loss) (c) (0.08) (0.04) 0.01 0.08 0.12
Net gains on securities (both
realized and unrealized) 12.57 1.61 8.79 5.01 5.60
Total income from investment operations 12.49 1.57 8.80 5.09 5.72
Less distributions
Dividends (from net investment income) - - (0.07) (0.10) (0.15)
Distributions (from capital gains) - (2.15) (2.23) (2.33) (3.02)
Total distributions - (2.15) (2.30) (2.43) (3.17)
Net asset value, end of period $ 47.20 $ 34.71 $ 35.29 $ 28.79 $ 26.13
Total return 35.98% 4.69% 33.10% 21.04% 28.18%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000 omitted) $831,338 $615,345 $607,699 $417,964 $360,336
Ratio of net expenses to average
net assets 0.97%(b) 1.03% 1.07% 1.08% 0.99%
Ratio of net investment income (loss)
to average net assets (0.18%)(b) (0.10%) 0.04% 0.32% 0.56%
Portfolio turnover rate (a) 57% 39% 5% 39% 36%
<FN>
(a) Portfolio turnover rate for 1999 and 1998 shows the portfolio
turnover rate of the Portfolio. The Portfolio's turnover rate
from the commencement of operations on February 14, 1997
through September 30, 1997, was 22%. Portfolio turnover rate
for 1997, 1996 and 1995 shows that of the Fund prior to
commencement of operations of the Portfolio.
(b) During the year ended September 30, 1999, the Fund experienced
a one-time reduction in its expenses of 0.03% as a result of
expenses accrued in a prior period. The Fund's ratios
disclosed above reflect the actual rate at which expenses were
incurred through the current fiscal year without the
reduction.
(c) Per share data was calculated using average shares outstanding
during the period.
</TABLE>

<PAGE>

GROWTH INVESTOR FUND

PER SHARE DATA
Period ended
September 30,
1999(a)
- -----------------------------------------------------------------
Net asset value, beginning of period $ 10.00
Income from investment operations
Net investment loss (g) (0.02)
Net loss on securities (both realized and unrealized) (0.53)
Total from investment operations (0.55)
Net asset value, end of period $ 9.45
Total return (d) (5.50%)(e)

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000 omitted) $11,329
Ratio of net expenses to average net assets (b) 1.10%(c)
Ratio of net investment loss to average net assets (d) (0.34%)(c)
Portfolio turnover rate (f) 45%

(a) From commencement of operations on March 31, 1999.
(b) If the Fund had paid all of its expenses and there had been no
reimbursement by Stein Roe, this ratio would have been 2.34%
(annualized).
(c) Annualized.
(d) Computed giving effect to Stein Roe's expense limitation
undertaking.
(e) Not annualized.
(f) Portfolio turnover rate of the Portfolio.
(g) Per share data was calculated using average shares outstanding
during the period.

<PAGE>

MIDCAP GROWTH FUND (A)
PER SHARE DATA
Years ended Period ended
September 30, September 30,
1999 1998 1997(b)
- -----------------------------------------------------------------
Net asset value, beginning of period $ 10.41 $ 10.77 $ 10.00
Income from investment operations
Net investment loss (h) (0.10) (0.07) -
Net gains (losses) on securities
(both realized and unrealized) 2.20 (0.29) 0.77
Total from investment operations 2.10 (0.36) 0.77
Net asset value, end of period $ 12.51 $ 10.41 $ 10.77
Total return (f) 20.17% (3.34%) 7.70%(g)

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period
(000 omitted) $44,359 $49,974 $49,830
Ratio of net expenses to average
net assets (c) 1.25% 1.25% 1.25%(e)
Ratio of net investment income
(loss) to average net assets(f) (0.97%)(d) (0.64%) 0.02%(e)
Portfolio turnover rate 133% 75% 3%(g)

(a) The name of the Fund was changed on May 6, 1999 from Stein Roe
Growth Opportunities Fund to Stein Roe Midcap Growth Fund.
(b) From commencement of operations on June 30, 1997.
(c) If the Fund had paid all of its expenses and there had been no
reimbursement by Stein Roe, this ratio would have been 1.54%
for the year ended September 30, 1999, 1.44% for the year
ended September 30, 1998, and 1.74% for the period ended
September 30, 1997.
(d) During the year ended September 30, 1999, the Fund experienced
a one-time reduction in its expenses of 0.11% as a result of
expenses accrued in a prior period. The Fund's gross expense
ratio and net investment income ratio disclosed above reflect
the actual rate at which expenses were incurred through the
current fiscal year without the reduction.
(e) Annualized.
(f) Computed giving effect to Stein Roe's expense limitation
undertaking.
(g) Not annualized.
(h) Per share data was calculated using average shares outstanding
during the period.

<PAGE>

LARGE COMPANY FOCUS FUND
PER SHARE DATA
Year ended Period ended
September 30, September 30,
1999 1998(a)
- -----------------------------------------------------------------
Net asset value, beginning of period $ 8.73 $ 10.00
Income from investment operations
Net investment income (loss) (f) (0.05) -
Net gain (loss) on securities (both
realized and unrealized) 3.10 (1.27)
Total from investment operations 3.05 (1.27)
Net asset value, end of period $ 11.78 $ 8.73
Total return (c) 35.05% (12.70%)(e)

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period
(000 omitted) $59,647 $44,716
Ratio of net expenses to
average net assets (b) 1.49% 1.50%(d)
Ratio of net investment loss to
average net assets (c) (0.47%) (0.12%)(d)
Portfolio turnover rate 68% 21%(e)

(a) From commencement of operations on June 26, 1998.
(b) If the Fund had paid all of its expenses and there had been no
reimbursement by Stein Roe, this ratio would have been 1.61%
for the period ended September 30, 1998.
(c) Computed giving effect to Stein Roe's expense limitation
undertaking.
(d) Annualized.
(e) Not annualized.
(f) Per share data was calculated using average shares outstanding
during the period.

<PAGE>

<TABLE>
<CAPTION>
CAPITAL OPPORTUNITIES FUND
PER SHARE DATA
Years ended September 30,
1999 1998 1997 1996 1995
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $ 25.25 $ 29.10 $ 31.04 $ 21.69 $ 15.79
Income from investment operations
Net investment income (loss) (c) (0.17) (0.25) (0.17) (0.06) 0.01
Net gains (losses) on securities
(both realized and unrealized) 3.56 (3.60) (1.77) 10.41 5.91
Total income from investment operations 3.39 (3.85) (1.94) 10.35 5.92
Less distributions
Dividends (from net investment income) - - - (0.01) (0.02)
Distributions (from capital gains) - - - (0.99) -
Total distributions - - - (1.00) (0.02)
Net asset value, end of period $ 28.64 $ 25.25 $ 29.10 31.04 $ 21.69
Total return 13.43% (13.23%) (6.25%) 49.55% 37.46%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000 omitted) $411,347 $681,133 $1,110,642 $1,684,538 $242,381
Ratio of net expenses to average
net assets 1.19%(b) 1.20% 1.17% 1.22% 1.05%
Ratio of net investment income
(loss) to average net assets (0.72%)(b) (0.72%) (0.69%) (0.40%) 0.08%
Portfolio turnover rate 88% 47% 35% 22% 60%
<FN>
(a) All per-share amounts reflect a two-for-one stock split
effective August 25, 1995.
(b) During the year ended September 30, 1999, the Fund experienced
a one-time reduction in its expenses of 0.12% as a result of
expenses accrued in a prior period. The Fund's ratios
disclosed above reflect the actual rate at which expenses were
incurred throughout the current fiscal year without the
reduction.
(c) Per share data was calculated using average shares outstanding
during the period.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
SMALL COMPANY GROWTH FUND
PER SHARE DATA
Period ended Years ended Period ended
September 30 June 30, June 30,
------------ ------------------------- -------------
1999 1999 1998 1997 1996(b)
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $12.790 $14.390 $12.650 $11.300 $10.110
Income from investment operations
Net investment loss (a)(g) (0.031) (0.094) (0.143) (0.114) (0.016)
Net gains on securities (both
realized and unrealized) 0.741 0.194 2.783 1.484 1.206
Total income from investment operations 0.710 0.100 2.640 1.370 1.190
Less distributions
Dividends (from net investment income) - - - (0.005) -
Distributions (from capital gains) - (1.700) (0.900) (0.015) -
Total distributions - (1.700) (0.900) (0.020) -
Net asset value, end of period $13.500 $12.790 $14.390 $12.650 $11.300
Total return (c)(d) 5.55%(e) 1.71% 21.56% 12.14% 11.77%(e)

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000 omitted) $9,913 $9,293 $3,867 $3,185 $2,826
Ratio of net expenses to average net
assets (h) 1.50%(f) 1.52% 1.55% 1.55% 1.55%(f)
Fees and expenses borne by investment
adviser (h) 2.23%(f) 2.53% 2.21% 2.57% 1.38%(f)
Ratio of net investment loss to
average net assets(h) (0.93%)(f) (0.78%) (1.04%) (0.99%) (0.58%)(f)
Portfolio turnover rate 27%(e) 105% 70% 54% 0% (e)
<FN>
(a) Net of fees and expenses waived
or borne by the investment adviser
which amounted to: $0.073 $0.305 $0.301 $0.297 $0.038
(b) The Predecessor Fund commenced operations on March 25, 1996.
The activity shown is from the effective date of registration
(March 31, 1996) with the Securities and Exchange Commission.
(c) Total return at net asset value assuming all distributions
reinvested and no initial sales charge or contingent deferred
sales charge.
(d) Had the investment adviser not waived or reimbursed a portion
of expenses, total return would have been reduced.
(e) Not annualized.
(f) Annualized.
(g) Per share data was calculated using average shares outstanding
during the period.
(h) The benefit derived from custody credits and directed
brokerage arrangements had no impact.
(i) The Predecessor Fund was not publicly offered and may have
been managed differently than a publicly offered fund.
</TABLE>

<PAGE>

YOUR ACCOUNT

PURCHASING SHARES You will not pay a sales charge when you
purchase Fund shares. Your purchases are made at the NAV next
determined after the Fund receives your check, wire transfer or
electronic transfer. If a Fund receives your check, wire transfer
or electronic transfer after the close of regular trading on the
New York Stock Exchange (NYSE)-normally 4 p.m. Eastern time-your
purchase is effective on the next business day.

Growth Stock Fund, Growth & Income Fund, and Growth Investor Fund
Accounts

Growth Stock Fund is closed to purchases (including exchanges) by
new investors except for purchases by eligible investors as
described below. If you are already a shareholder of Growth Stock
Fund, you may continue to add to your account or open another
account with the Fund in your name. In addition, you may open a
new Growth Stock Fund account if:

* you are a shareholder of any other Stein Roe Fund, having
purchased shares directly from Stein Roe, as of October 15,
1997, and you are opening a new Growth Stock Fund account by
exchange or by dividend reinvestment;
* you are a client of Stein Roe;
* you are a trustee of the Trust; an employee of Stein Roe, or any
of its affiliated companies; or a member of the immediate family
of any trustee or employee;
* you purchase shares (i) under an asset allocation program
sponsored by a financial advisor, broker-dealer, bank, trust
company or other intermediary or (ii) from certain financial
advisors who charge a fee for services and who, as of October
15, 1997, had one or more clients who were Growth Stock Fund
shareholders; or
* you purchase shares for an employee benefit plan, the records
for which are maintained by a trust company or third-party
administrator under an investment program with Growth Stock
Fund.

Class S shares of Growth & Income Fund and Growth Investor Fund
are no longer available for purchase by new investors except for
purchases by eligible investors as described below. Shares of
those Funds outstanding on November 22, 1999, were redesignated
Class S shares. Like the existing shares from which they were
converted, Class S shares are no-load shares carrying no sales
charge or 12b-1 fee. If you own Class S shares of Growth & Income
Fund or Growth Investor Fund, you may continue to purchase
additional Class S shares of that Fund for your account or you may
open another Class S share account with that Fund. In addition,
you may open a new Class S share account if:

* as of October 31, 1999, you are a shareholder of any other Stein
Roe Fund, having purchased shares directly from Stein Roe, and
you are opening a new account by exchange or by dividend
reinvestment;
* you are a client of Stein Roe;
* you purchase shares (i) under an asset allocation program
sponsored by a financial advisor, broker-dealer, bank, trust
company or other intermediary or (ii) from certain financial
advisors who charge a fee for services and who, as of October
31, 1999, held shares of Growth & Income Fund or Growth Investor
Fund for its clients; or
* you purchase shares for an employee benefit plan whose records
are maintained by a trust company or plan administrator under an
investment program that included Growth & Income Fund or Growth
Investor Fund on October 31, 1999.

If you have questions about your eligibility to purchase shares of
Growth Stock Fund or Class S shares of Growth & Income Fund or
Growth Investor Fund, please call 800-338-2550.

Purchases through Third Parties

If you purchase Fund shares 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 Funds offer. There are no charges or limitations
if you purchase shares directly from a Fund, except those fees
described in this prospectus.

If an intermediary is an agent or designee of the Funds, 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 it.
Once we accept your purchase order, you may not cancel or revoke
it; however, you may redeem your shares. A Fund may reject any
purchase order if it determines that the order is not in the best
interests of the Fund and its investors. A Fund may waive or
lower its investment minimums for any reason. 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.

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 -
Roth and Traditional IRA $500 $50 $500
Educational IRA $500 $50* $500
*Maximum $500 contribution per calendar year per child.

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

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.

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
address above.

BY WIRE:
Wire funds to:
First National Bank of Boston
ABA: 011000390
Attn: SSI, Account No. 560-99696
Fund No. __; Stein Roe ____ Fund
Your name (exactly as in the registration).
Fund account number.

Fund Numbers:
11-Growth & Income Fund (Class S)
20-Midcap Growth Fund
21-Large Company Focus Fund
25-Small Company Growth Fund
26-Growth Investor Fund (Class S)
31-Balanced Fund
32-Growth Stock Fund
33-Capital Opportunities Fund
34-Disciplined Stock Fund

OPENING OR ADDING TO AN ACCOUNT

Opening an Account BY ELECTRONIC FUNDS TRANSFER:
You cannot open a new account via electronic
transfer.

BY EXCHANGE:
By mail, phone, automatically (be
sure to elect the Automatic Exchange Privilege
on your application).

THROUGH AN INTERMEDIARY;
Contact your financial professional.

Adding to an Account 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 (Stein Roe
Asset [SERVICE MARK] Builder) option on your
application.

BY EXCHANGE:
By mail, phone, 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. Money orders and third-party checks will not be accepted.

DETERMINING SHARE PRICE (NAV) A Fund's share price is its NAV
next determined. NAV is the difference between the values of a
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 4 p.m. Eastern time. If you place an order
after that time, you receive the share price determined on the
next business day.

To calculate the 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
Funds 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.
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 Funds are
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 a 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 a 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.

A Fund redeems shares at the NAV next determined after an order
has been accepted. We mail proceeds within seven days after the
sale. The Funds normally pay 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 in excess of the lesser of (1)
$250,000 or (2) 1% of a Fund's net assets, 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. A 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 a Fund into another
Stein Roe no-load fund and then back to that Fund.

REPORTING TO SHAREHOLDERS To reduce the volume of mail you
receive, only one copy of certain materials, such as 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 Each Fund distributes, at least once
a year, virtually all of its net investment income and net
realized capital gains. Growth & Income Fund and Balanced Fund
pay dividends quarterly.

A dividend from net investment income represents the income a 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 a Fund makes a distribution of income or capital gains, the
distribution is automatically invested in additional shares of
that Fund unless you elect on the account application to have
distributions paid by check.

[callout]
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
[/callout]

If you elect to receive distributions by check and a distribution
check is returned to a 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 that 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 Fund shares. If a 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

In addition to the dividends and capital gains distributions made
by a Fund, you may realize a capital gain or loss when selling and
exchanging Fund shares. Such transactions may be subject to
federal income tax.

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 a Fund.

<PAGE>

OTHER INVESTMENTS AND RISKS

The first portion of this prospectus describes each Fund's
principal investment strategy and principal investment risks. In
seeking to meet its investment goals, a Fund or Portfolio also may
invest in other securities and use other investment techniques. A
Fund or Portfolio may elect not to buy any of these other
securities or use any of these other investment techniques. A
Fund may not always achieve its investment goal.

This section describes other securities and techniques, and risks
associated with them. The Statement of Additional Information
(SAI) contains additional information about a Fund's securities
and investment techniques (including other securities and
techniques) and the risks associated with them. Such risks could
cause you to lose money by investing in a Fund or could cause a
Fund's total return to decrease. The SAI also contains a Fund's
fundamental and non-fundamental investment policies.

The Board of Trustees can change a Fund's investment objective
without shareholder approval.

FUTURES AND OPTIONS Growth & Income Portfolio, Balanced
Portfolio, and Midcap Growth Fund use futures to gain exposure to
groups of stocks or individual issuers. The Portfolios use
futures to invest cash pending direct investments in stocks and to
enhance their return. Balanced Portfolio also uses futures and
options on futures to decrease equity exposure or to adjust
interest rate duration of the Portfolio's fixed-income security
holdings. Balanced Portfolio uses options on securities to earn
additional income or to hedge against price erosion in the
underlying security for the intermediate term. A future is an
agreement to buy or sell a specific amount of a financial
instrument or physical commodity for an agreed-upon price at a
certain time in the future. Futures and options are efficient
since they typically cost less than direct investments in the
underlying securities. However, the Funds can lose money if the
portfolio manager does not correctly anticipate the market
movements of those underlying securities.

SHORT SALES Small Company Growth Fund and Balanced Portfolio may
make short sales of securities. Short selling involves the sale
of borrowed securities. When the Fund thinks the price of a stock
will decline, it borrows the stock and then sells the borrowed
stock. When the Fund has to return the borrowed stock, it tries
to buy the stock at a lower price. If the Fund is successful, it
has a capital gain. If the Fund is unsuccessful and buys the
stock at a higher price than the price at which it sold the stock,
the Fund has a capital loss. The Fund's capital gains and losses
may result in federal income tax consequences to the Fund's
shareholders. Short selling involves certain risks. The Fund
could have a loss if the borrowed security increases in value and
if the purchased security declines in value.

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% (150% in the case of Small Company Growth
Fund) under normal conditions. The Funds and Portfolios generally
intend to purchase securities for long-term investment although,
to a limited extent, they may purchase securities (including
securities purchased in initial public offerings) 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 reduce a Fund's return.

TEMPORARY DEFENSIVE POSITIONS When Stein Roe believes that a
temporary defensive position is necessary, a Fund or 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. A Fund may not achieve its investment
objective if it or its Portfolio takes a temporary defensive
position.

INTERFUND LENDING PROGRAM The Funds and Portfolios may lend
money to and borrow money from other funds advised by Stein Roe.
They 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 FUNDS' MANAGEMENT

INVESTMENT ADVISER Stein Roe & Farnham Incorporated (Stein Roe),
One South Wacker Drive, Chicago, IL 60606, manages the day-to-day
operations of the Funds and Portfolios. Stein Roe (and its
predecessor) has advised and managed mutual funds since 1949. For
the fiscal year ended September 30, 1999, the Funds paid to Stein
Roe the following aggregate fees (as a percent of average net
assets):

Fund Fee
Balanced Fund 0.70%
Growth & Income Fund 0.75
Disciplined Stock Fund 0.87
Growth Stock Fund 0.71
Growth Investor Fund 0.73
Midcap Growth Fund 0.90
Large Company Focus Fund 0.90
Capital Opportunities Fund 0.89
Small Company Growth Fund 1.00

Stein Roe's mutual funds and institutional investment advisory
businesses are part of a larger business unit known as Liberty
Funds Group (LFG) that includes several separate legal entities.
LFG includes certain affiliates of Stein Roe, including Colonial
Management Associates, Inc. (Colonial). The LFG business unit is
managed by a single management team. Colonial and other LFG
entities also share personnel, facilities, and systems with Stein
Roe that may be used in providing administrative or operational
services to the Funds. Colonial is a registered investment
adviser. Stein Roe also has a wealth management business that is
not part of LFG and is managed by a different team. Stein Roe
and the other entities that make up LFG are subsidiaries of
Liberty Financial Companies, Inc.

Stein Roe may use the services of AlphaTrade Inc., an affiliated
broker-dealer, when buying or selling equity securities for a
portfolio, pursuant to procedures adopted by the Board of
Trustees.

PORTFOLIO MANAGERS

Balanced Fund/Balanced Portfolio-Harvey Hirschhorn, portfolio
manager since 1996; William Garrison, associate portfolio manager
since 1994; Sandra Knight, associate portfolio manager since 1996.

Growth & Income Fund/Growth & Income Portfolio-Daniel Cantor,
portfolio manager since 1995; Jeffrey Kinzel, associate portfolio
manager since 1996.

Disciplined Stock Fund/Disciplined Stock Portfolio-Daniel Cantor,
portfolio manager since May 1999; Jeffrey Kinzel, co-manager since
November 1999.

Growth Stock Fund/Growth Stock Portfolio-Erik Gustafson, portfolio
manager since 1994; David Brady, associate portfolio manager since
1996.

Growth Investor Fund/Growth Invest Portfolio-Erik Gustafson and
David Brady, co-portfolio managers since 1995.

Midcap Growth Fund-Steve Hayward, portfolio manager since November
1999.

Large Company Focus Fund-David Brady, portfolio manager since June
1998.

Capital Opportunities Fund-Erik Gustafson and David Brady, co-
portfolio managers since May 1999; Steve Hayward, co-manager since
November 1999.

Small Company Growth Fund-William Garrison, portfolio manager
since September 1998.

David P. Brady joined Stein Roe in 1993. He was an associate
portfolio manager of Disciplined Stock Fund until 1995, and is
currently a senior vice president. 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.

Daniel K. Cantor joined Stein Roe in 1985 as an equity analyst and
served as an advisor to Stein Roe Private Capital Management from
1992 to 1995. Mr. Cantor is a senior vice president. A chartered
financial analyst, he received a B.A. degree from the University
of Rochester and an M.B.A. degree from the Wharton School of the
University of Pennsylvania.

William M. Garrison has been employed by Stein Roe since 1989 as
an equity research analyst and is a vice president. He earned an
A.B. degree from Princeton University and an M.B.A. degree from
the University of Chicago.

Erik P. Gustafson joined Stein Roe in 1992 as a portfolio manager
for privately managed accounts and is a senior vice president. He
holds a B.A. degree from the University of Virginia and M.B.A. and
J.D. degrees from Florida State University.

Steve D. Hayward joined Stein Roe as a portfolio manager in
November 1999. He served as vice president, investments for M & I
Investment Management from 1993 to 1999, where he managed the
Marshall Mid-Cap Fund and Marshall Small-Cap Growth Fund. Mr.
Hayward earned a B.A. degree from North Park College and a M.B.A.
degree in finance from Loyola University.

Harvey B. Hirschhorn joined Stein Roe in 1973 and is executive
vice president and chief economist and investment strategist. He
holds an A.B. degree from Rutgers College and an M.B.A. degree
from the University of Chicago, and is a chartered financial
analyst.

Jeffrey C. Kinzel joined Stein Roe in 1991. He has served as a
senior equity analyst and core portfolio team member for Stein Roe
in addition to his portfolio management responsibilities. He is a
senior vice president of Stein Roe. A certified financial
analyst, he holds a bachelor's degree from Northwestern
University, a law degree from the University of Michigan, and a
master's degree in business administration from the Wharton School
of the University of Pennsylvania.

Sandra Knight is a vice president of Stein Roe, which she joined
in 1991 as a quantitative analyst. She earned a B.S. degree from
Lawrence Technological University and an M.B.A. degree from Loyola
University of Chicago.

MASTER/FEEDER FUND STRUCTURE Unlike mutual funds that directly
acquire and manage their own portfolios of securities, Balanced
Fund, Growth & Income Fund, Growth Stock Fund, Growth Investor
Fund, and Disciplined Stock Fund are "feeder" funds in a
"master/feeder" structure. This means that the Fund invests its
assets in a larger "master" portfolio of securities (the Fund's
corresponding Portfolio) that has investment objectives and
policies substantially identical to those of the Fund. The
investment performance of a Fund depends upon the investment
performance of its Portfolio. If the investment policies of a
Fund and its Portfolio 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.

<PAGE>

FOR MORE INFORMATION

You can obtain more information about the Funds' investments in
their semiannual and annual reports to investors. These reports
discuss the market conditions and investment strategies that
affected the Funds' performance over the past six months and year.

You may wish to read the Funds' SAI for more information. The SAI
is incorporated into this prospectus by reference, which means
that it is considered to be part of this prospectus and you are
deemed to have been told of its contents.

To obtain free copies of the Funds' semiannual and annual reports,
latest quarterly profile, or the SAI or to request other
information about the Funds, write or call:

Stein Roe Mutual Funds
One Financial Center
Boston, MA 02111
800-338-2550

www.steinroe.com

Information about the Funds (including the SAI) can be reviewed
and copied at the Public Reference Room of the Securities and
Exchange Commission (SEC) in Washington, D.C. Information on the
Public Reference Room may be obtained by calling the SEC at 202-
942-8090. Reports and other information about the Funds are
available on the EDGAR database on the SEC's Internet site at
http://www.sec.gov. Copies of this information may be obtained,
after paying a duplicating fee, by electronic request at the
following E-mail address: [email protected] or by writing the
SEC's Public Reference Section, Washington, D.C. 20549-0102.

Investment Company Act file number of Liberty-Stein Roe Funds
Investment Trust: 811-04978

LIBERTY FUNDS DISTRIBUTOR, INC.