1933 Act Registration No. 33-02633
1940 Act File No. 811-4552
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933 [X]
Post-Effective Amendment No. 32 [X]
and
REGISTRATION STATEMENT UNDER
THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 33 [X]
STEIN ROE INCOME TRUST
One South Wacker Drive, Chicago, Illinois 60606
Telephone Number: 1-800-338-2550
Jilaine Hummel Bauer Cameron S. Avery
Executive Vice-President Bell, Boyd & Lloyd
& Secretary Three First National Plaza
Stein Roe Income Trust Suite 3300
One South Wacker Drive 70 W. Madison Street
Chicago, Illinois 60606 Chicago, Illinois 60602
(Agents for Service)
It is proposed that this filing will become effective (check
appropriate box):
[X] immediately upon filing pursuant to paragraph (b)
[ ] on (date) pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[ ] on (date) pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] on (date) pursuant to paragraph (a)(2) of rule 485
Registrant has previously elected to register pursuant to Rule
24f-2 an indefinite number of shares of beneficial interest of
the following series: Stein Roe Income Fund, Stein Roe Cash
Reserves Fund, Stein Roe Government Reserves Fund, Stein Roe
Government Income Fund, Stein Roe Intermediate Bond Fund, and
Stein Roe High Yield Fund. The Rule 24f-2 Notice for the fiscal
year ended June 30, 1996 was filed on August 14, 1996.
This amendment to the Registration Statement has also been signed
by SR&F Base Trust as it relates to Stein Roe High Yield Fund.
<PAGE>
STEIN ROE INCOME TRUST
CROSS REFERENCE SHEET
ITEM
NO. CAPTION
- ----- -------
PART A (MONEY MARKET FUNDS PROSPECTUS
AND BOND FUNDS PROSPECTUS)
1 Front cover
2 Fee Table; Summary
3 (a) Financial Highlights
(b) Inapplicable
(c) [Money Market Funds] The Funds; [Bond Funds] Investment
Return
(d) [Money Market Funds] Inapplicable; [Bond Funds] Financial
Highlights
4 Organization and Description of Shares; The Funds; How the
Funds Invest; Restrictions on the Funds' Investments; Risks
and Investment Considerations; Summary--Investment Risks;
[Bond Funds] Portfolio Investments and Strategies
5 (a) Management of the Funds--Trustees and Investment Adviser
(b) Management of the Funds--Trustees and Investment Adviser,
Fees and Expenses
(c) [Money Market Funds] Inapplicable; [Bond Funds] Management
of the Funds--Portfolio Managers
(d) Inapplicable
(e) Management of the Funds--Transfer Agent
(f) Management of the Funds--Fees and Expenses; Financial
Highlights
(g) Inapplicable
5A Inapplicable
6 (a) Organization and Description of Shares; see statement of
additional information: General Information and History
(b) Inapplicable
(c) Organization and Description of Shares
(d) Organization and Description of Shares
(e) Summary
(f) Shareholder Services; Distributions and Income Taxes
(g) Distributions and Income Taxes
(h) [Bond Funds] Organization and Description of Shares--
Special Considerations Regarding Master Fund/Feeder Fund
Structure
7 How to Purchase Shares
(a) Management of the Funds--Distributor
(b) How to Purchase Shares--Purchase Price and Effective Date;
Net Asset Value
(c) Inapplicable
(d) How to Purchase Shares
(e) Inapplicable
(f) Inapplicable
8 (a) How to Redeem Shares; Shareholder Services
(b) How to Purchase Shares--Purchases Through Third Parties
(c) How to Redeem Shares--General Redemption Policies
(d) How to Redeem Shares--General Redemption Policies
9 Inapplicable
PART A (DEFINED CONTRIBUTION PLAN PROSPECTUSES)
1 Front cover
2 Fee Table
3 (a) Financial Highlights
(b) Inapplicable
(c) [Cash Reserves and Government Reserves] The Funds;
[Government Income Fund, Intermediate Bond Fund, and Income
Fund] Investment Return
(d) [Cash Reserves and Government Reserves] Inapplicable;
[Government Income Fund, Intermediate Bond Fund, and Income
Fund] Financial
Highlights
4 Organization and Description of Shares; The Fund; How the
Fund Invests; Restrictions on the Fund's Investments; Risks
and Investment Considerations; [Government Income Fund,
Intermediate Bond Fund, and Income Fund] Portfolio
Investments and Strategies
5 (a) Management of the Fund--Trustees and Investment Adviser
(b) Management of the Fund--Trustees and Investment Adviser,
Fees and Expenses
(c) [Cash Reserves and Government Reserves] Inapplicable;
[Government Income Fund, Intermediate Bond Fund, Income
Fund] Management of the Fund--Portfolio Managers
(d) Inapplicable
(e) Management of the Fund--Transfer Agent
(f) Management of the Fund--Fees and Expenses; Financial
Highlights
(g) Inapplicable
5A Inapplicable
6 (a) Organization and Description of Shares; see statement of
additional information: General Information and History
(b) Inapplicable
(c) Organization and Description of Shares
(d) Organization and Description of Shares
(e) For More Information
(f) Distributions and Income Taxes
(g) Distributions and Income Taxes
(h) Inapplicable
7 How to Purchase Shares
(a) Management of the Fund--Distributor
(b) How to Purchase Shares; Net Asset Value
(c) Inapplicable
(d) How to Purchase Shares
(e) Inapplicable
(f) Inapplicable
8 (a) How to Redeem Shares
(b) Inapplicable
(c) Inapplicable
(d) Inapplicable
9 Inapplicable
PART B. STATEMENT OF ADDITIONAL INFORMATION
10 Cover page
11 Table of Contents
12 General Information and History
13 Investment Policies; Portfolio Investments and Strategies;
Investment Restrictions
14 Management
15(a) Inapplicable
(b) Principal Shareholders
(c) Principal Shareholders
16(a) Investment Advisory Services; Management; see prospectus:
Management of the Funds
(b) Investment Advisory Services
(c) Inapplicable
(d) Investment Advisory Services
(e) Inapplicable
(f) Inapplicable
(g) Inapplicable
(h) Custodian; Independent Auditors
(i) Transfer Agent
17(a) Portfolio Transactions
(b) Inapplicable
(c) Portfolio Transactions
(d) Portfolio Transactions
(e) Portfolio Transactions
18 General Information and History
19(a) Purchases and Redemptions; see prospectus: How to Purchase
Shares, How to Redeem Shares, Shareholder Services
(b) Purchases and Redemptions; Additional Information on the
Determination of Net Asset Value of the Money Market Funds;
see prospectus: Net Asset Value
(c) Purchases and Redemptions
20 Additional Income Tax Considerations; Portfolio Investments
and Strategies--Taxation of Options and Futures
21(a) Distributor
(b) Inapplicable
(c) Inapplicable
22 Investment Performance
23 Financial Statements
PART C
24 Financial Statements and Exhibits
25 Persons Controlled By or Under Common Control with
Registrant
26 Number of Holders of Securities
27 Indemnification
28 Business and Other Connections of Investment Adviser
29 Principal Underwriters
30 Location of Accounts and Records
31 Management Services
32 Undertakings
<PAGE>
The Prospectuses and Statements of Additional Information relating
to Stein Roe Cash Reserves Fund, Stein Roe Government Reserves
Fund, Stein Roe Government Income Fund, Stein Roe Intermediate
Bond Fund, Stein Roe Income Fund, and Stein Roe High Yield Fund,
each a series of Stein Roe Income Trust, are not affected by
the filing of this post-effective amendment No. 32.
<PAGE>
PART C. OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS.
(a) 1. Financial statements included in Part A of this Amendment
to the Registration Statement: None.
2. Financial statements included in Part B of this Amendment: None.
(b) Exhibits: [Note: As used herein, the term "Registration
Statement" refers to the Registration Statement of the
Registrant on Form N-1A under the Securities Act of 1933, No.
33-02633. The terms "Pre-Effective Amendment" and "PEA"
refer, respectively, to a pre-effective amendment and a post-
effective amendment to the Registration Statement.]
1. (a) Agreement and Declaration of Trust as amended through
10/25/94. (Exhibit 1 to PEA #27.)*
(b) Amendment to Agreement and Declaration of Trust dated
11/1/95. (Exhibit 1(b) to PEA #28.)*
2. By-Laws of Registrant as amended through 2/3/93. (Exhibit
2 to PEA #29.)*
3. None.
4. None. Registrant no longer issues share certificates.
5. (a) Management agreement between Registrant and Stein Roe
& Farnham Incorporated (the "Adviser") as amended
through 11/1/96. (Exhibit 5(a) to PEA #30.)*
(b) Expense undertakings of the Adviser with respect to
Stein Roe Income Fund dated 10/29/93; and with respect
to Stein Roe Government Income Fund, Stein Roe
Government Reserves Fund, and Stein Roe High Yield
Fund dated 10/31/96. (Exhibit 5(b) to PEA #30.)*
6. Underwriting agreement between the Stein Roe Funds and
Liberty Securities Corporation as amended through
10/28/92. (Exhibit 6 to PEA #29.)*
7. None.
8. Custodian contract between Registrant and State Street
Bank and Trust Company dated 2/24/86 as amended through
5/8/95. (Exhibit 8 to PEA #27).*
9. (a) Transfer agency agreement dated 8/1/95 between
Registrant and SteinRoe Services Inc. as amended
through 11/1/96. (Exhibit 9(a) to PEA #30.)*
(b) Accounting and Bookkeeping Agreement between
Registrant and the Adviser as amended through November
1, 1996. (Exhibit 9(b) to PEA #30.)*
(c) Administrative Agreement between Registrant and the
Adviser as amended through November 1, 1996. (Exhibit
9(c) to PEA #30.)*
(d) Sub-transfer agency agreement with Colonial Investors
Service Center, Inc. dated July 3, 1996. (Exhibit
9(d) to PEA #30.)*
10. (a) Opinions and consents of Ropes & Gray. (Exhibit 10(a)
to PEA #29.)*
(b) Opinions and consents of Bell, Boyd & Lloyd with
respect to the series SteinRoe High-Yield Bonds (now
named Stein Roe Income Fund), SteinRoe Cash Reserves,
SteinRoe Government Reserves, SteinRoe Governments
Plus (now named Stein Roe Government Income Fund), and
SteinRoe Managed Bonds (now named Stein Roe
Intermediate Bond Fund). (Exhibit 10(b) to PEA #29.)*
(c) Opinion and consent of Bell, Boyd & Lloyd with respect
to the series Stein Roe High Yield Fund. (Exhibit
10(c) to PEA #30.)*
11. (a) Consent of Ernst & Young LLP, independent auditors.
(Exhibit 11(a) to PEA #31.)*
(b) Consent of Morningstar, Inc. (Exhibit 11(b) to PEA
#29.)*
12. Unaudited financial statements (schedule of investments,
balance sheet, statement of operations, statement of
changes in net assets, and notes thereto) as of December
31, 1996, relating to the series Stein Roe High Yield
Fund.
.
13. Inapplicable.
14. (a) Stein Roe Funds Individual Retirement Account Plan.
(Exhibit 14(a) to PEA #28.)*
(b) Stein Roe & Farnham Prototype Paired Defined
Contribution Plan. (Exhibit 14(b) to PEA #14.)*
15. None.
16. Schedules for computation of yield and total return of
SteinRoe High-Yield Bonds (now named Stein Roe Income
Fund), SteinRoe Governments Plus (now named Stein Roe
Government Income Fund), SteinRoe Managed Bonds (now named
Stein Roe Intermediate Bond Fund), Stein Roe Cash
Reserves, Stein Roe Government Reserves. (Exhibit 16 to
PEA #29.)*
17. (a) Financial Data Schedule--Income Fund.
(b) Financial Data Schedule--Government Income Fund.
(c) Financial Data Schedule--Intermediate Bond Fund.
(d) Financial Data Schedule--Cash Reserves Fund.
(e) Financial Data Schedule--Government Reserves Fund.
(f) Financial Data Schedule--High Yield Fund.
18. Inapplicable.
19. (Miscellaneous.)
(a) Fund Application. (Exhibit 19(a) to PEA #30.)*
(b) Automatic Redemption Services Application. (Exhibit
19(b) to PEA #29.)*
________
*Incorporated by reference.
ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH
REGISTRANT.
The Registrant does not consider that it is directly or indirectly
controlling, controlled by, or under common control with other
persons within the meaning of this Item. See "Investment Advisory
Services," "Management," and "Transfer Agent" in the Statement of
Additional Information, each of which is incorporated herein by
reference.
ITEM 26. NUMBER OF HOLDERS OF SECURITIES.
Number of Record Holders
Title of Series as of January 31, 1997
--------------- -----------------------
Stein Roe Cash Reserves Fund......................19,872
Stein Roe Government Reserves Fund................ 1,908
Stein Roe Income Fund............................. 3,859
Stein Roe Government Income Fund.................. 1,275
Stein Roe Intermediate Bond Fund.................. 5,054
Stein Roe High Yield Fund ........................ 195
ITEM 27. INDEMNIFICATION.
Article Tenth of the Agreement and Declaration of Trust of
Registrant (Exhibit 1), which Article is incorporated herein by
reference, provides that Registrant shall provide indemnification
of its trustees and officers (including each person who serves or
has served at Registrant's request as a director, officer, or
trustee of another organization in which Registrant has any
interest as a shareholder, creditor or otherwise) ("Covered
Persons") under specified circumstances.
Section 17(h) of the Investment Company Act of 1940 ("1940 Act")
provides that neither the Agreement and Declaration of Trust nor
the By-Laws of Registrant, nor any other instrument pursuant to
which Registrant is organized or administered, shall contain any
provision which protects or purports to protect any trustee or
officer of Registrant against any liability to Registrant or its
shareholders to which he would otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence, or reckless
disregard of the duties involved in the conduct of his office. In
accordance with Section 17(h) of the 1940 Act, Article Tenth shall
not protect any person against any liability to Registrant or its
shareholders to which he would otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence, or reckless
disregard of the duties involved in the conduct of his office.
Unless otherwise permitted under the 1940 Act,
(i) Article Tenth does not protect any person against any
liability to Registrant or to its shareholders to which he would
otherwise be subject by reason of willful misfeasance, bad faith,
gross negligence, or reckless disregard of the duties involved in
the conduct of his office;
(ii) in the absence of a final decision on the merits by a court
or other body before whom a proceeding was brought that a Covered
Person was not liable by reason of willful misfeasance, bad faith,
gross negligence, or reckless disregard of the duties involved in
the conduct of his office, no indemnification is permitted under
Article Tenth unless a determination that such person was not so
liable is made on behalf of Registrant by (a) the vote of a
majority of the trustees who are neither "interested persons" of
Registrant, as defined in Section 2(a)(19) of the 1940 Act, nor
parties to the proceeding ("disinterested, non-party trustees"),
or (b) an independent legal counsel as expressed in a written
opinion; and
(iii) Registrant will not advance attorneys' fees or other
expenses incurred by a Covered Person in connection with a civil
or criminal action, suit or proceeding unless Registrant receives
an undertaking by or on behalf of the Covered Person to repay the
advance (unless it is ultimately determined that he is entitled to
indemnification) and (a) the Covered Person provides security for
his undertaking, or (b) Registrant is insured against losses
arising by reason of any lawful advances, or (c) a majority of the
disinterested, non-party trustees of Registrant or an independent
legal counsel as expressed in a written opinion, determine, based
on a review of readily available facts (as opposed to a full
trial-type inquiry), that there is reason to believe that the
Covered Person ultimately will be found entitled to
indemnification.
Any approval of indemnification pursuant to Article Tenth does not
prevent the recovery from any Covered Person of any amount paid to
such Covered Person in accordance with Article Tenth as
indemnification if such Covered Person is subsequently adjudicated
by a court of competent jurisdiction not to have acted in good
faith in the reasonable belief that such Covered Person's action
was in, or not opposed to, the best interests of Registrant or to
have been liable to Registrant or its shareholders by reason of
willful misfeasance, bad faith, gross negligence, or reckless
disregard of the duties involved in the conduct of such Covered
Person's office.
Article Tenth also provides that its indemnification provisions
are not exclusive.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to trustees, officers, and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, Registrant has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment
by Registrant of expenses incurred or paid by a trustee, officer,
or controlling person of Registrant in the successful defense of
any action, suit, or proceeding) is asserted by such trustee,
officer, or controlling person in connection with the securities
being registered, Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of
whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final
adjudication of such issue.
Registrant, its trustees and officers, its investment adviser, the
other investment companies advised by the adviser, and persons
affiliated with them are insured against certain expenses in
connection with the defense of actions, suits, or proceedings, and
certain liabilities that might be imposed as a result of such
actions, suits, or proceedings. Registrant will not pay any
portion of the premiums for coverage under such insurance that
would (1) protect any trustee or officer against any liability to
Registrant or its shareholders to which he would otherwise be
subject by reason of willful misfeasance, bad faith, gross
negligence, or reckless disregard of the duties involved in the
conduct of his office or (2) protect its investment adviser or
principal underwriter, if any, against any liability to Registrant
or its shareholders to which such person would otherwise be
subject by reason of willful misfeasance, bad faith, or gross
negligence, in the performance of its duties, or by reason of its
reckless disregard of its duties and obligations under its
contract or agreement with the Registrant; for this purpose the
Registrant will rely on an allocation of premiums determined by
the insurance company.
Pursuant to the indemnification agreement among the Registrant,
its transfer agent and its investment adviser, the Registrant,
its trustees, officers and employees, its transfer agent
and the transfer agent's directors, officers and employees
are indemnified by Registrant's investment adviser against any and
all losses, liabilities, damages, claims and expenses arising out
of any act or omission of the Registrant or its transfer agent
performed in conformity with a request of the investment adviser
that the transfer agent and the Registrant deviate from their
normal procedures in connection with the issue, redemption or
transfer of shares for a client of the investment adviser.
Registrant, its trustees, officers, employees and representatives
and each person, if any, who controls the Registrant within the
meaning of Section 15 of the Securities Act of 1933 are
indemnified by the distributor of Registrant's shares (the
"distributor"), pursuant to the terms of the distribution
agreement, which governs the distribution of Registrant's shares,
against any and all losses, liabilities, damages, claims and
expenses arising out of the acquisition of any shares of the
Registrant by any person which (i) may be based upon any wrongful
act by the distributor or any of the distributor's directors,
officers, employees or representatives or (ii) may be based upon
any untrue or alleged untrue statement of a material fact
contained in a registration statement, prospectus, statement of
additional information, shareholder report or other information
covering shares of the Registrant filed or made public by the
Registrant or any amendment thereof or supplement thereto or the
omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statement
therein not misleading if such statement or omission was made in
reliance upon information furnished to the Registrant by the
distributor in writing. In no case does the distributor's
indemnity indemnify an indemnified party against any liability to
which such indemnified party would otherwise be subject by reason
of willful misfeasance, bad faith, or negligence in the
performance of its or his duties or by reason of its or his
reckless disregard of its or his obligations and duties under the
distribution agreement.
ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER.
The Adviser is a wholly-owned subsidiary of SteinRoe Services Inc.
("SSI"), which in turn is a wholly-owned subsidiary of Liberty
Financial Companies, Inc., which a majority-owned subsidiary of
LFC Holdings, Inc., which is a wholly owned subsidiary of Liberty
Mutual Equity Corporation, which is a wholly owned subsidiary of
Liberty Mutual Insurance Company. The Adviser acts as investment
adviser to individuals, trustees, pension and profit-sharing
plans, charitable organizations, and other investors. In addition
to Registrant, it also acts as investment adviser to other
investment companies having different investment policies.
For a two-year business history of officers and directors of the
Adviser, please refer to the Form ADV of Stein Roe & Farnham
Incorporated and to the section of the statement of additional
information (part B) entitled "Investment Advisory Services."
Certain directors and officers of the Adviser also serve and have
during the past two years served in various capacities as
officers, directors, or trustees of SSI and of the Registrant,
Stein Roe Investment Trust, Stein Roe Municipal Trust, SR&F Base
Trust, Stein Roe Advisor Trust, Stein Roe Institutional Trust,
Stein Roe Trust, SteinRoe Variable Investment Trust and LFC
Utilities Trust, investment companies managed by the Adviser.
(The listed entities are located at One South Wacker Drive,
Chicago, Illinois 60606, except for SteinRoe Variable Investment
Trust, which is located at Federal Reserve Plaza, Boston, MA
02210 and LFC Utilities Trust, which is located at One Financial
Center, Boston, MA 02111.) A list of such capacities is given
below.
POSITION FORMERLY
HELD WITHIN
CURRENT POSITION PAST TWO YEARS
------------------- ------------------
STEINROE SERVICES INC.
Gary A. Anetsberger Vice President
Timothy K. Armour Vice President
Jilaine Hummel Bauer Vice President; Secretary
Kenneth J. Kozanda Vice President; Treasurer
Kenneth R. Leibler Director
C. Allen Merritt, Jr. Director; Vice President
Hans P. Ziegler Director, President, Vice Chairman
Chairman
SR&F BASE TRUST
Gary A. Anetsberger Senior Vice-President Controller
Timothy K. Armour President; Trustee
Jilaine Hummel Bauer Executive Vice-President; Secy.
Thomas W. Butch Executive Vice-President
Michael T. Kennedy Vice-President
Lynn C. Maddox Vice-President
Jane M. Naeseth Vice-President
Thomas P. Sorbo Vice-President
Hans P. Ziegler Executive Vice-President
STEIN ROE INCOME TRUST
Gary A. Anetsberger Senior Vice-President Controller
Timothy K. Armour President; Trustee
Jilaine Hummel Bauer Executive V-P; Secretary
Thomas W. Butch Executive Vice-President Vice-President
Philip J. Crosley Vice-President
Michael T. Kennedy Vice-President
Steven P. Luetger Vice-President
Lynn C. Maddox Vice-President
Anne E. Marcel Vice-President
Jane M. Naeseth Vice-President
Thomas P. Sorbo Vice-President
Hans P. Ziegler Executive Vice-President
STEIN ROE INVESTMENT TRUST
Gary A. Anetsberger Senior Vice-President Controller
Timothy K. Armour President; Trustee
Jilaine Hummel Bauer Executive V-P; Secretary
Bruno Bertocci Vice-President
David P. Brady Vice-President
Thomas W. Butch Executive Vice-President Vice-President
Daniel K. Cantor Vice-President
Philip J. Crosley Vice-President
E. Bruce Dunn Vice-President
Erik P. Gustafson Vice-President
David P. Harris Vice-President
Harvey B. Hirschhorn Vice-President
Eric S. Maddix Vice-President
Lynn C. Maddox Vice-President
Anne E. Marcel Vice-President
Richard B. Peterson Vice-President
Gloria J. Santella Vice-President
Thomas P. Sorbo Vice-President
Hans P. Ziegler Executive Vice-President
STEIN ROE MUNICIPAL TRUST
Gary A. Anetsberger Senior Vice-President Controller
Timothy K. Armour President; Trustee
Jilaine Hummel Bauer Executive V-P; Secretary
Thomas W. Butch Executive Vice-President Vice-President
Joanne T. Costopoulos Vice-President
Philip J. Crosley Vice-President
Lynn C. Maddox Vice-President
Anne E. Marcel Vice-President
M. Jane McCart Vice-President
Thomas P. Sorbo Vice-President
Hans P. Ziegler Executive Vice-President
STEIN ROE ADVISOR TRUST
Gary A. Anetsberger Senior Vice-President
Timothy K. Armour President; Trustee
Jilaine Hummel Bauer Executive V-P; Secretary
Bruno Bertocci Vice-President
David P. Brady Vice-President
Thomas W. Butch Executive Vice-President Vice-President
Daniel K. Cantor Vice-President
Philip J. Crosley Vice-President
E. Bruce Dunn Vice-President
Erik P. Gustafson Vice-President
David P. Harris Vice-President
Harvey B. Hirschhorn Vice-President
Eric S. Maddix Vice-President
Lynn C. Maddox Vice-President
Anne E. Marcel Vice-President
Richard B. Peterson Vice-President
Gloria J. Santella Vice-President
Thomas P. Sorbo Vice-President
Hans P. Ziegler Executive Vice-President
STEIN ROE INSTITUTIONAL TRUST and STEIN ROE TRUST
Gary A. Anetsberger Senior Vice-President
Timothy K. Armour President; Trustee
Jilaine Hummel Bauer Executive V-P; Secretary
Thomas W. Butch Executive Vice-President Vice-President
Philip J. Crosley Vice-President
Michael T. Kennedy Vice-President
Steven P. Luetger Vice-President
Lynn C. Maddox Vice-President
Anne E. Marcel Vice-President
Jane M. Naeseth Vice-President
Thomas P. Sorbo Vice-President
Hans P. Ziegler Executive Vice-President
STEINROE VARIABLE INVESTMENT TRUST
Gary A. Anetsberger Treasurer
Timothy K. Armour Vice President
Jilaine Hummel Bauer Vice President
E. Bruce Dunn Vice President
Erik P. Gustafson Vice President
Harvey B. Hirschhorn Vice President
Michael T. Kennedy Vice President
Jane M. Naeseth Vice President
Richard B. Peterson Vice President
LFC UTILITIES TRUST
Gary A. Anetsberger Vice President
Ophelia L. Barsketis Vice President
Deborah A. Jansen Vice President
ITEM 29. PRINCIPAL UNDERWRITERS.
Registrant's principal underwriter, Liberty Securities
Corporation, is a wholly owned subsidiary of Liberty Investment
Services, Inc., a wholly owned subsidiary of Liberty Financial
Services, Inc. which, in turn, is a wholly owned subsidiary of
Liberty Financial Companies, Inc. Liberty Financial Companies,
Inc. is a public corporation whose majority shareholder is LFC
Holdings, Inc., a wholly owned subsidiary of Liberty Mutual Equity
Corporation. Liberty Mutual Equity Corporation is a wholly owned
subsidiary of Liberty Mutual Insurance Company.
Liberty Securities Corporation is principal underwriter for the
following investment companies:
Stein Roe Income Trust
Stein Roe Municipal Trust
Stein Roe Investment Trust
Stein Roe Institutional Trust
Stein Roe Advisor Trust
Stein Roe Trust
Set forth below is information concerning the directors and
officers of Liberty Securities Corporation:
Positions
Positions and Offices and Offices
Name with Underwriter with Registrant
- ------------------ -------------------- ---------------
Porter P. Morgan Chairman of the Board; Director None
Frank L. Tarantino President; Chief Operating
Officer; Director None
Robert L. Spadafora Executive Vice President -
Sales and Marketing None
John T. Treece, Jr. Senior Vice President - Operations None
John W. Reading Senior Vice President and
Assistant Secretary None
Valerie A. Arendell Senior Vice President - Sales None
Gerald H. Stanney, Vice President and Compliance
Jr. Officer (Boston) None
Jilaine Hummel Bauer Vice President and Compliance Exec. V-P &
Officer (Chicago) Secretary
Bruce F. Ripepi Vice President, General Counsel None
and Assistant Secretary
Timothy K. Armour Vice President President,
Trustee
Lindsay Cook Vice President Trustee
Ralph E. Nixon Vice President None
Joyce B. Riegel Vice President None
Heidi J. Walter Vice President V-P
Glenn E. Williams Assistant Vice President None
Philip J. Iudice Treasurer None
John A. Benning Secretary None
John A. Davenport Assistant Secretary None
Marjorie M. Pluskota Assistant Secretary None
C. Allen Merritt, Jr. Assistant Treasurer; Assistant
Secretary; Director None
The principal business address of Mr. Armour, Ms. Bauer, Ms.
Pluskota, Ms. Riegel and Ms. Walter is One South Wacker Drive,
Chicago, IL 60606; that of Mr. Williams is Two Righter Parkway,
Wilmington, DE 19803; that of Mr. Ripepi is 100 Manhattanville
Road, Purchase, NY 10577; and that of the other officers is 600
Atlantic Avenue, Boston, MA 02210-2214.
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS.
Jilaine Hummel Bauer
Executive Vice-President and Secretary
One South Wacker Drive
Chicago, Illinois 60606
ITEM 31. MANAGEMENT SERVICES.
None.
ITEM 32. UNDERTAKINGS.
If requested to do so by the holders of at least 10% of the
Trust's outstanding shares, the Trust will call a special
meeting for the purpose of voting upon the question of removal
of a trustee or trustees and will assist in the communications
with other shareholders as if the Trust were subject to Section
16(c) of the Investment Company Act of 1940.
Since the information called for by Item 5A for the Funds (other
than the Money Market Funds, to which this item does not relate)
is contained in the latest annual report to shareholders,
Registrant undertakes to furnish each person to whom a prospectus
is delivered with a copy of the latest annual report to
shareholders of the Bond Funds upon request and without charge.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it
meets all of the requirements for effectiveness of this
registration statement pursuant to Rule 485(b) under the
Securities Act of 1933 and has duly caused this amendment to the
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chicago and
State of Illinois on the 18th day of March, 1997.
STEIN ROE INCOME TRUST
By TIMOTHY K. ARMOUR
Timothy K. Armour
President
Pursuant to the requirements of the Securities Act of 1933, this
amendment to the Registration Statement has been signed below by
the following persons in the capacities and on the dates
indicated:
Signature* Title Date
- ------------------------ --------------------- --------------
TIMOTHY K. ARMOUR President and Trustee March 18, 1997
Timothy K. Armour
Principal Executive Officer
GARY A. ANETSBERGER Senior Vice-President March 18, 1997
Gary A. Anetsberger
Principal Financial Officer
SHARON R. ROBERTSON Controller March 18, 1997
Sharon R. Robertson
Principal Accounting Officer
KENNETH L. BLOCK Trustee March 18, 1997
Kenneth L. Block
WILLIAM W. BOYD Trustee March 18, 1997
William W. Boyd
LINDSAY COOK Trustee March 18, 1997
Lindsay Cook
__________________ Trustee ______________
Douglas A. Hacker
JANET LANGFORD KELLY Trustee March 18, 1997
Janet Langford Kelly
FRANCIS W. MORLEY Trustee March 18, 1997
Francis W. Morley
CHARLES R. NELSON Trustee March 18, 1997
Charles R. Nelson
THOMAS C. THEOBALD Trustee March 18, 1997
Thomas C. Theobald
*This Registration Statement has also been signed by the above
persons in their capacities as trustees and officers of SR&F Base
Trust as it relates to Stein Roe High Yield Fund.
<PAGE>
STEIN ROE INCOME TRUST
INDEX TO EXHIBITS FILED WITH THIS AMENDMENT
Exhibit
Number Description
- ------- -------------
12 Unaudited financial statements of Stein Roe High Yield
Fund
17(a) Financial Data Schedule--Stein Roe Income Fund
17(b) Financial Data Schedule--Stein Roe Government Income Fund
17(c) Financial Data Schedule--Stein Roe Intermediate Bond Fund
17(d) Financial Data Schedule--Stein Roe Cash Reserves Fund
17(e) Financial Data Schedule--Stein Roe Government Reserves
Fund
17(f) Financial Data Schedule--Stein Roe High Yield Fund
EXHIBIT 12
<PAGE>
HIGH YIELD PORTFOLIO
Investments as of December 31,1996
(Dollar amounts in thousands)
(Unaudited)
PRINCIPAL MARKET
LONG-TERM OBLIGATIONS (89.8%) AMOUNT VALUE
AUTOMOTIVE (2.4%)
Collins & Aikman Products 11.500% 4/15/06 ..... $ 150 $ 164
BUSINESS SERVICES (6.9%)
Iron Mountain Inc. 10.125% 10/01/06 ............. 150 159
Lamar Advertising Co. 9.625% 12/01/06 ........... 150 154
*Safelite Glass Corp. 9.875% 12/15/06............ 150 153
------
466
CABLE/MEDIA (9.1%)
American Radio Systems 9.000% 2/01/06 ........... 150 147
JCAC Inc. 10.125% 6/15/06 ....................... 150 155
SFX Broadcasting Series B 10.750% 5/15/06........ 150 158
Young Broadcasting Corp. 10.125% 2/15/05......... 150 155
------
615
COMMUNICATIONS (11.2%)
Comcast Corporation 9.125% 10/15/06 ............. 150 153
Frontiervision 11.000% 10/15/06 ................. 150 150
Heritage Media Corporation 8.750% 2/15/06 ....... 150 144
*Paging Network 10.000% 10/15/08 ................ 150 152
*Pricellular Wire 10.750% 11/01/04 .............. 150 156
------
755
CONSUMER PRODUCTS (2.3%)
Revlon Consumer Products Series B
10.500% 2/15/03 ............................... 150 158
ENERGY-EXTRACTIVE (2.3%)
*Parker Drilling Corp. 9.750% 11/15/06 .......... 150 158
HEALTH SERVICES & EQUIPMENT (4.6%)
*IMED Corporation 9.750% 12/01/06 ............... 150 152
Quest Diagnostic Inc. 10.750% 12/15/06........... 150 158
------
310
HOTELS & ENTERTAINMENT (4.4%)
Station Casinos Inc. 10.125% 3/15/06 ............ 150 150
Trump Atlantic City 11.250% 5/01/06 ............. 150 149
------
299
LEISURE PRODUCTS (2.3%)
*E&S Holdings Corporation 10.375% 10/01/06 ...... 150 157
MACHINERY & FABRICATED METAL PRODUCTS (9.3%)
*AK Steel Corporation 9.125% 12/15/06 ........... 150 154
*Clark Materials Handling 10.750% 11/15/06 ...... 150 156
Hayes Wheels International Inc. 11.000% 7/15/06 . 150 163
*US Can Corp. 10.125% 10/15/06 .................. 150 157
------
630
PAPER (4.6%)
APP International Finance Company (Yankee
Issue) 10.250% 10/01/00 ....................... 150 156
*Specialty Paperboard Inc. 9.375% 10/15/06....... 150 151
------
307
RETAIL (7.0%)
*Cole National Group 9.875% 12/31/06 ............ 150 155
Ralphs Grocery Co. 10.450% 6/15/04 .............. 150 159
TLC Beatrice International Holdings 11.500%
10/01/05 ...................................... 150 159
------
473
RUBBER, PLASTIC & RELATED MATERIALS (2.3%)
*Plastic Containers Inc. 10.000% 12/15/06 ....... 150 155
SANITARY SERVICES (2.3%)
*Allied Waste North America 10.250% 12/01/06 .... 150 158
SPECIALTY CHEMICALS (2.3%)
*ISP Holdings Inc. 9.000% 10/15/03 .............. 150 152
TELEPHONE (4.6%)
*Comtel Brasileira Ltd. (Yankee Issue)
10.750% 9/26/04 .............................. 150 153
Teleport Communications Group Inc.
9.875% 7/01/06 ................................ 150 160
------
313
TEXTILES (2.3%)
*William Carter 10.375% 12/01/06 ................ 150 155
TRANSPORTATION & TRANSPORTATION EQUIPMENT (7.0%)
Greenwich Air Services 10.500% 6/01/06 .......... 150 161
*Newport News Shipbuilding Inc. 9.250% 12/01/06 . 150 155
*Ryder TRS Inc. 10.000% 12/01/06 ................ 150 156
------
472
UTILITIES (2.6%)
Midland Funding II Series B 13.250% 7/23/06 ..... 150 177
------
TOTAL LONG-TERM OBLIGATIONS
(Cost basis $5,976) ...................................... 6,074
- ------------------------------------------------------------------
SHORT-TERM OBLIGATIONS (8.5%)
Commercial Paper
Goldman Sachs Group Ltd. 8.250% 1/02/97 ......... 290 290
McKenna Triangle 6.750% 1/02/97 ................. 286 286
------
Total Short-Term Obligations
(Amortized cost $576) ....................................... 576
- ------------------------------------------------------------------
Total Investments (98.3%)
(Cost basis $6,552) ....................................... .6,650
Other Assets, Less Liabilities (1.7%) ...................... 116
------
Total Net Assets (100%) ................................. $6,766
======
*Represents private placement securities issued under Rule
144A, which are exempt from the registration requirements of
the Securities Act of 1933. These securities generally are
issued to qualified institutional buyers, such as the Portfolio,
and any resale by the Portfolio must be in an exempt transaction,
normally to other qualified institutional investors. At December
31, 1996, the aggregate value of the Portfolio's private placement
securities was $2,875 (aggregate cost of $2,732), which
represented 41.2 percent of net assets.
At December 31, 1996, bonds issued by foreign entities represented
4.6 percent of net assets.
See accompanying notes to financial statements.
<PAGE>
BALANCE SHEET
December 31, 1996
(All amounts in thousands, except per-share amounts)
(Unaudited)
ASSETS
Investments, at market value .......................$ --
Investment in SR&F High Yield Portfolio, at value... 6,766
Receivable for investments sold .................... --
Receivable for fund shares sold .................... 9
Accrued interest receivable ........................ --
Cash and other assets............................... 91
------
Total Assets .....................................$6,866
======
LIABILITIES
Payable for investments purchased .................. --
Payable for fund shares redeemed ................... --
Dividends payable................................... 2
Payable to investment adviser and transfer agent ... 1
Other liabilities .................................. 40
------
Total Liabilities ............................... 43
------
CAPITAL
Paid-in capital .................................... 6,724
Net unrealized appreciation of investments ......... 98
Accumulated net realized gains on investments ...... 1
------
Total Capital (Net Assets) ...................... 6,823
------
Total Liabilities and Capital ...................$6,866
======
Shares Outstanding (Unlimited Number Authorized) ... 672
======
Net Asset Value (Capital) Per Share ................$10.16
======
See accompanying notes to financial statements.
<PAGE>
STATEMENT OF OPERATIONS
For the Period Ended
December 31, 1996)
(All amounts in thousands)
(Unaudited)
INVESTMENT INCOME
Interest income ....................................$ --
Investment income allocated from SR&F High
Yield Portfolio................................... 74
------
Total Investment Income ......................... 74
EXPENSES
Management fees .................................... --
Expenses allocated from SR&F High Yield Portfolio... 9
Administrative fees ................................ 1
Transfer agent fees ................................ 1
Printing and postage ............................... 6
SEC and state registration fees .................... --
Legal and audit fees ............................... 3
Accounting fees .................................... 4
Trustees' fees ..................................... 2
Custodian fees ..................................... 2
Amortization of organization expenses .............. 4
Other .............................................. --
------
32
Reimbursement of expenses by investment adviser .... (24)
------
Total Expenses .................................. 8
------
Net Investment Income ........................... 66
------
Realized and Unrealized Gains on Investments
Net realized gains on investments .................. 1
Net change in unrealized appreciation or
depreciation on investments ...................... 98
------
Net Gains on Investments ........................ 99
------
Net Increase in Net Assets Resulting from Operations $165
======
See accompanying notes to financial statements.
<PAGE>
STATEMENT OF CHANGES IN NET ASSETS
(All amounts in thousands)
(Unaudited)
Period Ended
December 31,
1996(a)
------------
OPERATIONS
Net investment income .............................$ 66
Net realized gains on investments ................. 1
Net change in unrealized appreciation or
depreciation of investments ..................... 98
------
Net Increase in Net Assets Resulting
from Operations .............................. 165
------
DISTRIBUTIONS TO SHAREHOLDERS
Dividends from net investment income .............. (66)
------
SHARE TRANSACTIONS
Subscriptions to fund shares ...................... 6,178
Investment income dividends reinvested ............ 63
Redemptions of fund shares ........................ (57)
Net Increase from Share Transactions ........... 6,724
------
Net Increase in Net Assets ..................... 6,823
TOTAL NET ASSETS
Beginning of Period ............................... --
------
End of Period ..................................... 6,823
======
Accumulated Undistributed Net Investment
Income at End of Period .........................$ --
======
ANALYSIS OF CHANGES IN SHARES OF BENEFICIAL
INTEREST
Subscriptions to fund shares ...................... 672
Investment income dividends reinvested ............ 6
------
678
Redemptions of fund shares......................... (6)
------
Net increase in fund shares ....................... 672
Shares outstanding at beginning of period.......... --
------
Shares outstanding at end of period ............... 672
======
(a) From the commencement of operations on November 1, 1996.
See accompanying notes to financial statements.
<PAGE>
SR&F HIGH YIELD PORTFOLIO
BALANCE SHEET
(All amounts in thousands)
(Unaudited)
December 31, 1996
-----------------
Assets
Investments, at market value ............. $6,650
Accrued interest receivable .............. 120
------
Total Assets .......................... 6,770
------
Liabilities
Other liabilities ........................ 4
------
Net Assets applicable to investors'
beneficial interest .................... $6,766
=======
See accompanying notes to financial statements.
STATEMENT OF OPERATIONS
(All amounts in thousands)
(Unaudited)
Period Ended
December 31, 1996(a)
--------------------
Investment Income
Interest income ........................... $74
----
Expenses
Management fees ........................... 4
Other ......... ........................... 1
----
Total Expenses ......................... 5
----
Net Investment Income ..................... $69
====
(a) From the commencement of Operations on November 1, 1996.
See accompanying notes to financial statements.
STATEMENT OF CHANGES IN NET ASSETS
(All amounts in thousands)
(Unaudited)
Period Ended
December 31, 1996(a)
--------------------
Operations
Net investment income ..................$ 69
------
Transactions in investors'
beneficial interests
Contributions ......................... 6,750
Withdrawals ........................... (8)
------
Net Increase from Share Transactions 6,697
------
Net Increase in Net Assets .......... 6,766
Total Net Assets
Beginning of Period .................... --
------
End of Period ......................... $6,766
======
(a) From the commencement of operations on November 1, 1996.
See accompanying notes to financial statements.
<PAGE>
NOTES TO FINANCIAL STATEMENTS
NOTE 1. ORGANIZATION OF SR&F HIGH YIELD PORTFOLIO
The SR&F High Yield Portfolio (the "Portfolio") is a separate
series of the SR&F Base Trust, a Massachusetts common trust
organized under an Agreement and Declaration of Trust dated August
23, 1993. The Declaration of Trust permits the Trustees to issue
non-transferable interests in the Portfolio. The Portfolio
commenced operation on November 1, 1996.
The Portfolio allocates net asset value, income and expenses based
on respective percentage ownership of each investor on a daily
basis. At December 31, 1996, Stein Roe High Yield Fund owned 100
percent of net assets.
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES
The following are the significant accounting policies of Stein Roe
High Yield Fund (the "Fund"), a series of the Stein Roe Income
Trust (a Massachusetts business trust) (the "Trust") and the SR&F
High Yield Portfolio (the "Portfolio"), a series of the SR&F Base
Trust (a Massachusetts business trust).
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities as of the date of financial statements and the
reported amounts of increases and decreases in net assets from
operations during the reporting period. Actual results could
differ from those estimates.
Security Valuations
All securities are valued as of December 31, 1996. Long-term debt
securities are valued using market quotations if readily available
at the time of valuation. If market quotations are not readily
available, they are valued at a fair value using a procedure
determined in good faith by the Board of Trustees, which has
authorized the use of market valuations provided by a pricing
service. Short-term debt securities with remaining maturities of
60 days or less are valued at their amortized cost. Those with
remaining maturities of more than 60 days for which market
quotations are not readily available are valued by use of a
matrix, prepared by the Adviser, based on quotations for
comparable securities. Other assets are valued by a method that
the Board of Trustees believes represents a fair value.
Futures Contracts
The Portfolio may enter into U.S. Treasury bond futures contracts
to either hedge against expected declines of their securities or
as a temporary substitute for the purchase of individual bonds.
Risks of entering into futures contracts include the possibility
that there may be an illiquid market at the time the Portfolio
seeks to close out a contract, and changes in the value of the
futures contract may not correlate with changes in the value of
the securities being hedged.
Upon entering into a futures contract, the Portfolio deposits cash
or securities with its custodian in an amount sufficient to meet
the initial margin requirement. Subsequent payments are made or
received by the Portfolio equal to the daily change in the
contract value and are recorded as unrealized gains or losses.
The Portfolio recognizes a realized gain or loss when the contract
is closed or expires. The Portfolio did not enter into futures
contracts during the period ended December 31, 1996.
Federal Income Taxes
No provision is made for federal income taxes, since the Fund
elects to be taxed as a "regulated investment company" and makes
such distributions to its shareholders as to be relieved of all
federal income taxes under provisions of current federal law.
The Fund intends to utilize provisions of the federal income tax
laws that allow it to carry a realized capital loss forward for
eight years following the year of the loss and offset such losses
against any future realized gains.
Distributions to Shareholders
Dividends from net investment income are declared daily and paid
monthly. Capital gains distributions, if any, are distributed
annually. Distributions in excess of tax basis earnings are
reported in the financial statements as a return of capital.
Differences in the recognition or classification of income between
the financial statements and tax earnings that result in temporary
over-distributions are classified as distributions in excess of
net investment income or net realized gains, and all permanent
differences are reclassified to paid-in capital.
The Fund did not have distributions in excess of net investment
income or net realized gains for the period ended December 31,
1996.
Other Information
Realized gains or losses from sales of securities are determined
on the specific identified cost basis.
Securities purchased on a when-issued or delayed delivery basis
may be settled a month or more after the transaction date. These
securities are subject to market fluctuation during this period.
The Portfolio did not have when-issued or delayed delivery
purchase commitments as of December 31, 1996.
All amounts, except per-share amounts, are shown in thousands.
NOTE 3. PORTFOLIO COMPOSITION
High Yield Portfolio invests primarily in high yield, high-risk
medium- and lower-quality debt securities. See the Portfolio's
schedule of investments for information on individual securities
as well as industry diversification, and see Fund Highlights for
the Portfolio's portfolio quality.
NOTE 4. TRUSTEES' FEES AND TRANSACTIONS WITH AFFILIATES
The Portfolio pays monthly management fees, computed and accrued
daily, to Stein Roe & Farnham Incorporated (the "Adviser"), an
indirect, majority-owned subsidiary of Liberty Mutual Insurance
Company, for its services as investment adviser and manager.
The management fee for High Yield Portfolio is .50 of 1 percent of
the first $500 million of average daily net assets and .475 of 1
percent thereafter.
The Fund pays monthly administrative fees, computed and accrued
daily, to the Adviser. The administrative fee for High Yield Fund
is .15 of 1 percent of the first $500 million of average daily net
assets and .125 of 1 percent thereafter.
The administrative agreement of the Fund provides that the Adviser
will reimburse the Fund to the extent that its annual expenses,
excluding certain expenses, exceed the applicable limits
prescribed by any state in which the Fund's shares are offered for
sale. The Adviser has agreed to reimburse High Yield Fund to the
extent that expenses incurred exceed 1 percent of average net
assets. The expense limitation expires October 31,1997, subject
to earlier termination by the Adviser on 30 days' notice.
The transfer agent fees of the Fund are paid to SteinRoe Services
Inc. (SSI), an indirect, majority-owned subsidiary of Liberty
Mutual Insurance Company. SSI has entered into an agreement with
Colonial Investors Service Center, Inc., an indirect, majority-
owned subsidiary of Liberty Mutual Insurance Company, to act as a
sub-transfer agent for the Fund.
The Adviser also provides certain accounting services. For the
period ended December 31, 1996, High Yield Fund and the Portfolio
incurred charges of $4 and $4, respectively, for these services.
Certain officers and trustees of the Trust are also officers of
the Adviser. Trustees not affiliated with the Adviser receive
compensation from the Fund. No remuneration was paid to any other
trustee or officer of the Trust.
NOTE 5. SHORT-TERM DEBT.
To facilitate portfolio liquidity, the Fund and the Portfolio
maintain borrowing arrangements under which they can borrow
against portfolio securities. There were no borrowings for the
Fund or the Portfolio during the period ended December 31,1996.
NOTE 6. INVESTMENT TRANSACTIONS
The aggregate cost of purchases and proceeds from sales of
securities other than short-term obligations for the period ended
December 31,1996, for High Yield Portfolio were:
Purchases Sales
--------- ------
$6,208 $152
At December 31, 1996, unrealized appreciation and depreciation of
investments on a tax basis and the cost of investments for
financial reporting purposes and for federal income tax purposes
were as follows for High Yield Portfolio:
Cost of Investments
Federal
Net Financial Income
Appreciation Depreciation Appreciation Reporting Tax
- ------------ ------------ ------------ --------- -------
$103 $5 $98 $6,552 $6,552
<PAGE>
FINANCIAL HIGHLIGHTS
SR&F HIGH YIELD PORTFOLIO
Period Ended
December 31, 1996 (a)
---------------------
Ratios to Average Net Assets
Ratio of net investment income to average net assets.. 8.04%*
Ratio of net expenses to average net assets .......... 0.55%*
*Annualized
(a) The Portfolio commenced operations on November 1, 1996.
- ------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
HIGH YIELD FUND
Selected per-share data (for a share outstanding through each
period), ratios and supplemental data.
Period Ended
December 31, 1996 (a)
---------------------
Net Asset Value, Beginning of Period ........... $10.00
------
Income From Investment Operations
Net investment income ........................ .11
Net realized and unrealized gains
on investments ............................ .16
------
Total from investment operations ......... .27
Distribution from net investment income ........ (.11)
------
Net Asset Value, End of Period ................. $10.16
======
Ratio of net expenses to average net assets (b). 1.00%*
Ratio of net investment income to average net
assets (c) ................................... 7.68%*
Portfolio turnover rate ........................ 3%**
Total return (c) ............................... 2.71%**
Net assets, end of period (000s) .............. $6,823
*Annualized
** Not annualized
(a) The Fund commenced operations on November 1, 1996.
(b) If the Fund had paid all of its expenses and there had
been no reimbursement by the Adviser, this ratio would
have been 3.14 percent for the period ended December 31,
1996.
(c) Computed giving effect to Adviser's expense limitation
undertaking.
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 1
<NAME> STEIN ROE INCOME FUND
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> JUL-01-1996
<PERIOD-END> DEC-31-1996
<INVESTMENTS-AT-COST> 330,060
<INVESTMENTS-AT-VALUE> 333,631
<RECEIVABLES> 8,776
<ASSETS-OTHER> 56
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 342,463
<PAYABLE-FOR-SECURITIES> 1,429
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1,278
<TOTAL-LIABILITIES> 2,707
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 342,772
<SHARES-COMMON-STOCK> 34,549
<SHARES-COMMON-PRIOR> 32,129
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (6,587)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 3,571
<NET-ASSETS> 339,756
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 13,053
<OTHER-INCOME> 0
<EXPENSES-NET> 1,349
<NET-INVESTMENT-INCOME> 11,704
<REALIZED-GAINS-CURRENT> (385)
<APPREC-INCREASE-CURRENT> 7,072
<NET-CHANGE-FROM-OPS> 18,391
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (11,782)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 59,624
<NUMBER-OF-SHARES-REDEEMED> (44,966)
<SHARES-REINVESTED> 8,925
<NET-CHANGE-IN-ASSETS> 30,192
<ACCUMULATED-NII-PRIOR> 78
<ACCUMULATED-GAINS-PRIOR> (6,202)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 785
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,390
<AVERAGE-NET-ASSETS> 322,221
<PER-SHARE-NAV-BEGIN> 9.63
<PER-SHARE-NII> .37
<PER-SHARE-GAIN-APPREC> .20
<PER-SHARE-DIVIDEND> (.37)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 9.83
<EXPENSE-RATIO> .83
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 2
<NAME> STEIN ROE GOVERNMENT INCOME FUND
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> JUL-01-1996
<PERIOD-END> DEC-31-1996
<INVESTMENTS-AT-COST> 36,521
<INVESTMENTS-AT-VALUE> 37,674
<RECEIVABLES> 549
<ASSETS-OTHER> 109
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 38,322
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 739
<TOTAL-LIABILITIES> 739
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 38,518
<SHARES-COMMON-STOCK> 3,834
<SHARES-COMMON-PRIOR> 3,836
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (2,088)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 1,153
<NET-ASSETS> 37,583
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 1,397
<OTHER-INCOME> 0
<EXPENSES-NET> 192
<NET-INVESTMENT-INCOME> 1,205
<REALIZED-GAINS-CURRENT> (14)
<APPREC-INCREASE-CURRENT> 416
<NET-CHANGE-FROM-OPS> 1,607
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (1,220)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 7,599
<NUMBER-OF-SHARES-REDEEMED> (8,283)
<SHARES-REINVESTED> 670
<NET-CHANGE-IN-ASSETS> 373
<ACCUMULATED-NII-PRIOR> 14
<ACCUMULATED-GAINS-PRIOR> (2,074)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 86
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 223
<AVERAGE-NET-ASSETS> 38,083
<PER-SHARE-NAV-BEGIN> 9.70
<PER-SHARE-NII> .33
<PER-SHARE-GAIN-APPREC> .10
<PER-SHARE-DIVIDEND> (.33)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 9.80
<EXPENSE-RATIO> 1.00
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 3
<NAME> STEIN ROE INTERMEDIATE BOND FUND
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> JUL-01-1996
<PERIOD-END> DEC-31-1996
<INVESTMENTS-AT-COST> 306,442
<INVESTMENTS-AT-VALUE> 309,650
<RECEIVABLES> 6,658
<ASSETS-OTHER> 625
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 316,933
<PAYABLE-FOR-SECURITIES> 1,532
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1,046
<TOTAL-LIABILITIES> 2,578
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 325,509
<SHARES-COMMON-STOCK> 36,055
<SHARES-COMMON-PRIOR> 34,729
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (14,362)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 3,208
<NET-ASSETS> 314,355
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 11,593
<OTHER-INCOME> 0
<EXPENSES-NET> 1,100
<NET-INVESTMENT-INCOME> 10,493
<REALIZED-GAINS-CURRENT> (1,042)
<APPREC-INCREASE-CURRENT> 6,102
<NET-CHANGE-FROM-OPS> 15,553
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (10,820)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 48,501
<NUMBER-OF-SHARES-REDEEMED> (45,402)
<SHARES-REINVESTED> 8,411
<NET-CHANGE-IN-ASSETS> 16,243
<ACCUMULATED-NII-PRIOR> 327
<ACCUMULATED-GAINS-PRIOR> (13,319)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 538
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,154
<AVERAGE-NET-ASSETS> 304,254
<PER-SHARE-NAV-BEGIN> 8.58
<PER-SHARE-NII> .32
<PER-SHARE-GAIN-APPREC> .14
<PER-SHARE-DIVIDEND> (.32)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 8.72
<EXPENSE-RATIO> .72
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 4
<NAME> STEIN ROE CASH RESERVES
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> JUL-01-1996
<PERIOD-END> DEC-31-1996
<INVESTMENTS-AT-COST> 479,264
<INVESTMENTS-AT-VALUE> 479,264
<RECEIVABLES> 6,895
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 486,159
<PAYABLE-FOR-SECURITIES> 5,000
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 2,488
<TOTAL-LIABILITIES> 7,488
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 478,535
<SHARES-COMMON-STOCK> 478,305
<SHARES-COMMON-PRIOR> 476,757
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 136
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 478,671
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 13,595
<OTHER-INCOME> 0
<EXPENSES-NET> 1,895
<NET-INVESTMENT-INCOME> 11,700
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 11,700
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (11,700)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 390,338
<NUMBER-OF-SHARES-REDEEMED> (399,446)
<SHARES-REINVESTED> 10,656
<NET-CHANGE-IN-ASSETS> 1,831
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 136
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 615
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,895
<AVERAGE-NET-ASSETS> 488,381
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> .025
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> (.025)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> .77
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 5
<NAME> STEIN ROE GOVERNMENT RESERVES FUND
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> JUL-01-1996
<PERIOD-END> DEC-31-1996
<INVESTMENTS-AT-COST> 75,140
<INVESTMENTS-AT-VALUE> 75,140
<RECEIVABLES> 716
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 75,856
<PAYABLE-FOR-SECURITIES> 8,000
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 341
<TOTAL-LIABILITIES> 8,341
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 67,555
<SHARES-COMMON-STOCK> 67,554
<SHARES-COMMON-PRIOR> 66,967
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (40)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 67,515
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 1,716
<OTHER-INCOME> 0
<EXPENSES-NET> 227
<NET-INVESTMENT-INCOME> 1,489
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 1,489
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (1,489)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 39,552
<NUMBER-OF-SHARES-REDEEMED> (40,228)
<SHARES-REINVESTED> 1,263
<NET-CHANGE-IN-ASSETS> 587
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (40)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 81
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 291
<AVERAGE-NET-ASSETS> 64,348
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> .024
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> (.024)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> .70
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 7
<NAME> STEIN ROE HIGH YIELD FUND
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-START> NOV-01-1996
<PERIOD-END> DEC-31-1996
<INVESTMENTS-AT-COST> 0
<INVESTMENTS-AT-VALUE> 0
<RECEIVABLES> 9
<ASSETS-OTHER> 91
<OTHER-ITEMS-ASSETS> 6,766
<TOTAL-ASSETS> 6,866
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 43
<TOTAL-LIABILITIES> 43
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 6,724
<SHARES-COMMON-STOCK> 671
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 1
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 98
<NET-ASSETS> 6,823
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 74
<EXPENSES-NET> 8
<NET-INVESTMENT-INCOME> 66
<REALIZED-GAINS-CURRENT> 1
<APPREC-INCREASE-CURRENT> 98
<NET-CHANGE-FROM-OPS> 165
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (66)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 6,718
<NUMBER-OF-SHARES-REDEEMED> (57)
<SHARES-REINVESTED> 63
<NET-CHANGE-IN-ASSETS> 6,823
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 32
<AVERAGE-NET-ASSETS> 5,212
<PER-SHARE-NAV-BEGIN> 10.00
<PER-SHARE-NII> .11
<PER-SHARE-GAIN-APPREC> .16
<PER-SHARE-DIVIDEND> (.11)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.16
<EXPENSE-RATIO> 1.00
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
