U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
Read instructions at end of Form before preparing Form.
Please print or type
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1. Name and address of issuer:
Stein Roe Income Trust
One South Wacker Drive
Chicago, IL 60606
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2. Name of each series or class of funds for which this notice is
filed:
Stein Roe Income Fund
Stein Roe Government Income Fund
Stein Roe High Yield Fund
Stein Roe Intermediate Bond Fund
Stein Roe Cash Reserves Fund
Stein Roe Government Reserves Fund
Stein Roe Limited Maturity Income Fund
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3. Investment Company Act File Number: 811-4552
Securities Act File Number: 33-02633
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4. Last day of fiscal year for which this notice is filed:
June 30, 1997
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5. Check box if this notice is being filed more than 180 days after
the close of the issuer's fiscal year for purposes of reporting
securities sold after the close of the fiscal year but before
termination of the issuer's 24f-2 declaration: [ ]
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6. Date of termination of issuer's declaration under rule
24f-2(a)(1), if applicable (see Instruction A.6): Not applicable
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7. Number and amount of securities of the same class or series which
had been registered under the Securities Act of 1933 other than
pursuant to rule 24f-2 in a prior fiscal year, but which remained
unsold at the beginning of the fiscal year: None
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8. Number and amount of securities registered during the fiscal year
other than pursuant to rule 24f-2: None
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9. Number and aggregate sale price of securities sold during the
fiscal year:
Shares Dollars
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Stein Roe Income Fund 13,489,586 $131,567,746
Stein Roe Government Income Fund 1,339,482 13,044,277
Stein Roe High Yield Fund 1,391,803 14,080,347
Stein Roe Intermediate Bond Fund 13,801,974 119,664,768
Stein Roe Cash Reserves Fund 846,211,558 846,211,558
Stein Roe Government Reserves Fund 77,030,020 77,030,020
Stein Roe Limited Maturity Income Fund 275,170 2,638,552
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10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule 24f-2:
Shares Dollars
--------------- --------------
Stein Roe Income Fund 13,489,586 $131,567,746
Stein Roe Government Income Fund 1,339,482 13,044,277
Stein Roe High Yield Fund 1,391,803 14,080,347
Stein Roe Intermediate Bond Fund 13,801,974 119,664,768
Stein Roe Cash Reserves Fund 846,211,558 846,211,558
Stein Roe Government Reserves Fund 77,030,020 77,030,020
Stein Roe Limited Maturity Income Fund 275,170 2,638,552
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11. Number and aggregate sale price of securities issued during the
fiscal year in connection with dividend reinvestment plans, if
applicable (see Instruction B.7):
Shares Dollars
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Stein Roe Income Fund 1,816,451 $17,735,501
Stein Roe Government Income Fund 126,733 1,233,480
Stein Roe High Yield Fund 34,606 427,440
Stein Roe Intermediate Bond Fund 1,884,144 16,336,520
Stein Roe Cash Reserves Fund 19,880,890 19,880,890
Stein Roe Government Reserves Fund 2,328,007 2,328,007
Stein Roe Limited Maturity Income Fund 10,630 101,932
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12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during
the fiscal year in reliance on rule 24f-2
(from Item 10): $1,204,237,268
(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item 11,
if applicable): +58,043,770
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year (if
applicable): -1,229,884,199
(iv) Aggregate price of shares redeemed or
repurchased and previously applied as a
reduction to filing fees pursuant to rule
24f-2 (if applicable): + -0-
(v) Net aggregate price of securities sold and
issued during the fiscal year in reliance on
rule 24f-2 ([line (i), plus line (ii), less
line (iii), plus line (iv)] (if applicable): 32,396,839
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law
or regulation (see Instruction C.6): x 1/3300
(vii) Fee due [line (i) or line (v) multiplied by
line (vi)]: $9,817
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Instruction: Issuers should complete lines (ii), (iii), (iv), and
(v) only if form is being filed within 60 days after the close of the
issuer's fiscal year. See Instruction C.3.
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13. Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's Rules
of Informal and Other Procedures (17 CRF 202.3a). [X]
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository: 8/26/97
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SIGNATURES
This report has been signed below by the following persons on behalf
of the issuer and in the capacities and on the dates indicated.
By (Signature and Title*) GARY A. ANETSBERGER
Gary A. Anetsberger, Senior Vice-President
and Treasurer
Date: August 27, 1997
*Please print the name and title of the signing officer below the
signature.
<PAGE>
BELL, BOYD & LLOYD
THREE FIRST NATIONAL PLAZA
70 WEST MADISON STREET, SUITE 3300
CHICAGO, ILLINOIS 60602-4207
312-372-1121
FAX 312-372-2098
August 25, 1997
Stein Roe Income Trust
One South Wacker Drive
Chicago, Illinois 60606-4685
Ladies and Gentlemen:
Rule 24f-2 Notice
We have represented Stein Roe Income Trust, a Massachusetts
business trust (Trust), in connection with the filing with
the Securities and Exchange Commission of the Trust's Rule
24f-2 Notice for the fiscal year ended June 30, 1997
pursuant to rule 24f-2 under the Investment Company Act of
1940 (rule 24f-2). In this connection, we have examined
originals, or copies certified or otherwise identified to
our satisfaction, of such documents, corporate or other
records, certificates and other papers as we deem it
necessary to examine for the purpose of this opinion,
including the agreement and declaration of trust and bylaws
of the Trust and resolutions of its board of trustees
authorizing the issuance of shares.
Based upon the foregoing examination, we are of the opinion
that the following shares of beneficial interest, without
par value, of the Trust sold during the 1997 fiscal year in
reliance upon registration pursuant to rule 24f-2 were
legally issued, fully paid and nonassessable (although
shareholders of the Trust may be subject to liability under
certain circumstances as described in the prospectuses of
the Trust included in its registration statement on form N-
1A):
Shares
Sold Pursuant
Series of the Trust to Rule 24f-2
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Stein Roe Cash Reserves Fund 866,092,448
Stein Roe Government Income Fund 1,466,215
Stein Roe Government Reserves Fund 79,358,027
Stein Roe High Yield Fund 1,426,409
Stein Roe Income Fund 15,306,037
Stein Roe Intermediate Bond Fund 15,686,118
Stein Roe Limited Maturity Income Fund 285,800
Stein Roe Income Trust
August 25, 1997
Page two
We consent to the filing of this opinion with the Trust's
Rule 24f-2 Notice. In giving this consent, we do not admit
that we are in the category of persons whose consent is
required under section 7 of the Securities Act of 1933.
Very truly yours,
BELL, BOYD & LLOYD
