EXHIBIT 17.5


                              PLEASE VOTE PROMPTLY

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Your vote is important, no matter how many shares you own. Please vote on the
reverse side of this proxy card and sign in the space(s) provided. Return your
completed proxy card in the enclosed envelope today.

You may receive additional proxies for other accounts. These are not duplicates;
you should sign and return each proxy card in order for your votes to be
counted.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES. The signers of this
proxy hereby appoint each of Joseph R. Palombo, Jean S. Loewenberg, Joseph T.
Turo, Russell L. Kane, and Vincent P. Pietropaolo proxies of the signers, with
power of substitution, to vote at the Special Meeting of Shareholders to be held
at Boston, Massachusetts, on Friday, June 28, 2002, and at any adjournments, as
specified herein and in accordance with their best judgement on any other
business that may properly come before this meeting.

AFTER CAREFUL REVIEW, THE BOARD OF TRUSTEES UNANIMOUSLY HAS RECOMMENDED A VOTE
"FOR" ALL MATTERS.

STEIN ROE LOGO

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                             STEIN ROE SMALL COMPANY
                                   GROWTH FUND

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Please be sure to sign and date this proxy.     Date
                                                     ----------



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Shareholder sign here            Co-owner sign here



THIS PROXY, WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED BELOW
AND, ABSENT DIRECTION, WILL BE VOTED FOR PROPOSAL 1 LISTED BELOW. THIS PROXY
WILL BE VOTED IN ACCORDANCE WITH THE HOLDER'S BEST JUDGMENT AS TO ANY OTHER
MATTER.

THE TRUSTEES RECOMMEND A VOTE FOR THE PROPOSAL:

1.    Proposal to approve the Agreement and        [ ]FOR  [ ]AGAINST
      Plan of Reorganization with respect
      to the acquisition of the Stein Roe          [ ]ABSTAIN
      Small Company Growth Fund by Liberty
      Acorn USA. (Item 1 of the Notice)




MARK BOX AT RIGHT FOR ADDRESS CHANGE AND NOTE NEW ADDRESS AT LEFT            [_]




PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE.

Please sign exactly as name or names appear hereon. Joint owners should each
sign personally. When signing as attorney, executor, administrator, trustee or
guardian, please give full title as such. If a corporation, please sign in
corporate name by President or other authorized officer. If a partnership,
please sign in partnership name by authorized person.

DETACH CARD                                                          DETACH CARD

                     TWO CONVENIENT WAYS TO VOTE YOUR PROXY

The enclosed proxy statement provides details on important issues affecting your
Liberty or Stein Roe Funds. The Board of Trustees recommends that you vote for
the proposal.

You can vote your proxies over the Internet or by telephone -- it's easy and
confidential!

If you are voting by Internet or telephone, you should NOT mail your proxy card.


Vote by Internet:

      - Read the proxy statement and have your proxy card available.

      - Go to www.libertyfunds.com or www.steinroe.com.

      - Click on the proxy link and follow the instructions provided.

Vote by telephone:

      - Read the proxy statement and have your proxy card available.

      - When you are ready to vote, call toll free 877-518-9416.

      - Enter the voter control number located on the upper left corner of your
        proxy card.

      - Follow the instructions provided to cast your vote. A representative
        will be available to answer questions regarding the meeting agenda and
        execution of proxies.



INTERNET AND TELEPHONE VOTING ARE AVAILABLE 24 HOURS A DAY, SEVEN DAYS A WEEK.
If you have any questions or concerns, please call 888-___-____ from 9:00 a.m.
to 11:00 p.m. EDT Monday through Friday, and Saturdays from 12:00 to 6:00 p.m.