STEINROE INVESTMENT TRUST
N-30D, 1995-06-01
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SteinRoe
Equity
Funds
Semiannual Report
March 31, 1995
Photo: of little girl
Growth & Income Funds
Total Return Fund
Prime Equities

Growth Funds
Growth Stock Fund
Special Fund
Special Venture Fund
Capital Opportunities Fund
International Fund
<PAGE>
Contents
From the President                                     1
Tim Armour's thoughts on the markets and investing

Performance                                            2-5
How the SteinRoe Equity Funds have done over time

Q&A                                                    6-26
Interviews with the portfolio managers and 
a summary of major shifts in the Funds' investments 
over the past six months

Investments                                            27-47
A complete list of each Fund's investments with 
market values

Financial Statements                                   48-55
Statements of assets and liabilities, operations, and  
changes in net assets, as well as financial highlights

Notes                                                  56-59
Notes to the financial statements

Financial Highlights                                   60-71
Selected per-share data

General Information                                    72-77
A guide to products and services
<PAGE>
From the President
To Our Shareholders
We are pleased to present this semiannual report for SteinRoe's Growth and
Income Funds -- Prime Equities and Total Return Fund -- and SteinRoe's Growth
Funds -- Growth Stock Fund, Special Fund, Special Venture Fund, Capital
Opportunities Fund and International Fund.
We never forget our relationship with you is built both on investment
management capabilities and performance and on service and communication.
That's why we have redesigned our semiannual report to make it simpler for you
to evaluate your Fund's performance. We hope you find it easier to read and
understand. 

The Market 
Despite the recent stock market rallies, many investors remain cautious. Are
we headed for a recession? Will the current weakness of the dollar lead to
additional rate hikes? These lingering fears are certainly understandable, yet
we believe the unsettling period that began more than a year ago when the
Federal Reserve Board first raised interest rates has run its course. In fact,
if the Fed can slow economic growth from last year's torrid pace to a more
stable rate of growth, many stocks should do reasonably well, particularly
those that can thrive in an economic climate of 1 to 2 percent growth. 
Based on our current outlook, we expect to see economic growth slow to about 2
percent by the end of the year. This level would be sufficient to tame
inflation without sparking a recession -- a so-called "soft landing." 
Recent economic data tend to confirm our view: auto makers and steel producers
are cutting back on production and cyclical stocks, which tend to underperform
in a downshifting economy, have fallen out of favor with investors only to be
replaced by traditional growth stocks that produce steady, reliable earnings
- -- even in periods of slower economic growth.

The Basics
Although no one can predict what might happen to the markets in the future, we
believe investors must understand the factors that move the markets, not only
to profit from them but to gain the patience to ride out short-term volatility
in their investments. As always, no matter what direction you think the
economy is heading, it is important to remember the basics. Think long term
and re-evaluate your investment portfolio from time to time to make sure it
continues to match your goals, risk tolerance and time horizon. And try to
follow a regular investment plan. By investing a certain amount of money each
month or quarter, you can take advantage of dollar cost averaging. Of course,
not everyone is in a position to follow a regular investment plan. And it
neither ensures a profit nor protects against a loss in a declining market.
This simple strategy, however, can help you turn market volatility to your
advantage.
Please call us at 1 800 338-2550 with your comments and suggestions. As
always, we look forward to serving your investment needs.

Sincerely,

Timothy K. Armour
President
March 31, 1995
Photo: of Tim Armour
<PAGE>
Fund Performance
There are several ways to evaluate a fund's historical performance. You can
look at the total percentage change in value, the average annual percentage
change, or the growth of a hypothetical $10,000 investment. Each performance
figure includes changes in a fund's share price, plus reinvestment of any
dividends (net investment income) and capital gains (the profits the fund
earns when it sells stocks that have grown in value).
<TABLE>
Average Annual Total Returns
Periods ended March 31, 1995
<CAPTION>
                              Past 1    Past 3    Past 5    Past 10
                              Year      Years     Years     Years
<S>                           <C>       <C>       <C>       <C>
Growth Stock Fund              9.53%     6.27%    11.60%    12.65%
Special Fund                   8.23%     10.95%   11.72%    15.16%
Capital Opportunities Fund    14.27%    14.13%    11.10%    12.25%
Total Return Fund              4.26%     7.50%     9.99%    11.02%
S&P 500                       15.54%    10.54%    11.39%    14.42%

<CAPTION>
                              Past 1    From
                              Year      Inception*
<S>                           <C>       <C>
International Fund            -2.31%    -4.32%
EAFE                           6.08%     1.39%
<CAPTION>
                              From Inception*
<S>                           <C>
Special Venture Fund          8.05%
S&P 500                       7.29%
<CAPTION>
                              Past 1    Past 3    Past 5    From
                              Year      Years     Years     Inception*
<S>                           <C>       <C>       <C>       <C>
Prime Equities                7.99%      9.56%    11.70%     9.53%
S&P 500                       15.54%    10.54%    11.39%    10.44%
<FN>
Total return performance includes changes in share price and reinvestment of
income and capital gains distributions. This past performance is no guarantee
of future results. Share price and investment return will vary, so you may
have a gain or loss when you sell shares.
*Prime Equities--from 4/1/87 to 3/31/95. Special Venture Fund--from 10/17/94
to 3/31/95. International Fund--from 3/1/94 to 3/31/95.
</TABLE>
<PAGE>
Investment Comparison
Comparison of change in value of $10,000 investment for the years ended
September 30.
<TABLE>
Special, Growth Stock, Capital Opportunities and Total Return
This graph compares the performance of SteinRoe's Funds to the S&P 500 index,
an unmanaged group of stocks that differs from the composition of each
SteinRoe Fund.
<CAPTION>
                    Capital             Total               Growth
Year                Opportunities Fund  Return Fund         Stock Fund     S&P 500   Special Fund
<S>                 <C>                 <C>                 <C>            <C>       <C>
9/30/85             10000               10000               10000          10000     10000
9/30/86             13133               12567               12755          13165     12543
9/30/87             19830               14903               19263          18873     17335
9/30/88             15212               14027               14312          16528     16455
9/30/89             20790               16940               19158          21967     23038
9/30/90             12992               15778               18360          19942     21015
9/30/91             19945               20460               25087          26135     27777
9/30/92             21140               22738               28694          29009     30266
9/30/93             28329               26050               30155          32757     38544
9/30/94             28938               26144               30788          33959     39323
3/31/95             32142               26693               32863          37528     40479

Prime Equities
This graph compares the performance of Prime Equities to the S&P 500 index, an
unmanaged group of stocks that differs from the composition of Prime Equities.

<CAPTION>
DATE                Prime Equities      S&P 500
<S>                 <C>                 <C>
3/31/87             10000               10000
9/30/87             10746               11193
9/30/88              9252                9802
9/30/89             12085               13028
9/30/90             11450               11827
9/30/91             14212               15500
9/30/92             16202               17204
9/30/93             19115               19425
9/30/94             19885               20138
3/31/95             20708               22255
</TABLE>  

Total return performance includes changes in share price and reinvestment of
income and capital gains distributions. This past performance is no guarantee
of future results. Share price and investment return will vary, so you may
have a gain or loss when you sell shares.
<PAGE>
Investment Comparison Continued
Comparison of change in value of $10,000 investment for the years ended
September 30.
Special Venture
This graph compares the performance of Special Venture to the S&P 500 index,
an unmanaged group of stocks that differs from the composition of Special
Venture.
<TABLE>
<CAPTION>
DATE                Special Venture     S&P 500
<S>                 <C>                 <C>
10/31/94            10000               10000
11/30/94             9902                9636
12/31/94            10244                9779
 1/31/95            10175               10032
 2/28/95            10539               10422
 3/31/95            10805               10729

International
This graph compares the performance of International to the Morgan Stanley
EAFE Index, which is an unmanaged group of stocks whose composition is
different from International. The index refers to Europe, Australia and the
Far East and includes 18 country sub-indexes.
<CAPTION>
Date                International       S&P 500
<S>                 <C>                 <C>
 2/28/94            10000               10000
 3/31/94             9760               10000
 6/30/94             9990               10511
 9/30/94            10610               10522
12/31/94            10096               10415
 3/31/95             9534               10609
</TABLE>

Total return performance includes changes in share price and reinvestment of
income and capital gains distributions. This past performance is no guarantee
of future results. Share price and investment return will vary, so you may
have a gain or loss when you sell shares.
<PAGE>
Investment Comparison Continued
Making the Most of Performance
The wide assortment of performance data available today can be a mixed
blessing. On one hand, a fund's performance results can be a valuable source
of information when considering an investment. On the other hand, even
seasoned investors may find the wide array of data and the different methods
of interpretation confusing. 
That's why one of the most important pieces of advice we can give you is to
remember that a fund's past performance is just that -- past. While a fund's
past performance is not a guarantee of how it will perform in the future, it
can help you make rational decisions about the funds you currently hold or
about funds you might be considering. Many equity funds, for example, have a
history of growth over the long term, but will nonetheless experience
occasional downturns in the short term. The price and total return of a fund
that invests in stocks will change daily and if you sell your shares during a
downturn in the market, you might lose money. But, if you can ride out the
market's ups and downs, your fund might achieve a gain. 
When your fund experiences a temporary downturn, it's important to remember
why you chose that fund in the first place. If your fund has an investment
strategy in which you believe and which is properly matched to your financial
goals, there is probably no reason to change course. It can be shortsighted to
sell an investment at its lowest point. In fact, that may be the time when you
should be investing more, to take advantage of a potential upturn.
No one can make your financial decisions better than you. We hope this
semiannual report helps you to better understand and evaluate your fund's
performance, and serves as a helpful aid in making intelligent, appropriate
investment decisions. If you have any questions, please call a SteinRoe
account representative at 1 800 338-2550.  
<PAGE>
Q&A
An Interview with Total Return Fund's Portfolio Managers

Fund Data
Investment Objective:
Seeks current income and capital appreciation to achieve maximum total return,
consistent with reasonable investment risk, by investing in a combination of
equity, convertible and fixed income securities.
Fund Inception:
August 25, 1949
Total Net Assets:
$218,824,322.72

Photo: of Lynn C. Maddox
Photo: of Robert A. Christensen

Lynn Maddox, who joined the Fund's management team in March, is a senior vice
president and a 24-year veteran of the Fund's Adviser, Stein Roe & Farnham. In
addition to co-managing the Fund, he is a portfolio manager with the firm's
Investment Counsel division.

Q: How did the Fund perform?
A: Total Return Fund posted a gain of 2.1 percent for the six-month period
ended March 31, 1995, versus a 9.7 percent gain for the S&P 500.(1) The
principal reason the Fund underperformed the S&P 500 was its consciously
strong defensive position, reflected in its major weighting of
interest-sensitive stocks, which lagged the performance of the S&P 500. Fixed
income securities and cash, which made up approximately 20 percent of the
portfolio, produced returns considerably below the S&P 500. Convertible
securities, which comprised about 40 percent of the portfolio, also
underperformed, as did traditional defensive industry groups such as banks,
telephone companies, utilities, and real estate investment trusts (REITs).
Adding to the Fund's underperformance was its underweighting of the industry
groups that did especially well, such as technology, airline, and hotel
stocks. Few of these stocks fit our profile of above-average income and low
volatility. 

Q: What investment approach do you use to pursue the Fund's goals? 
A: An extremely conservative one. Theoretically, the investment objectives of
growth and income are exclusive, so our solution is to focus on income while
not precluding growth considerations. We really employ two different
strategies that are consistent with reasonable investment risk: one to
maximize the fixed income portion of the portfolio, and the other to maximize
the equity portion. It is important that both portions of the portfolio
receive attention to maximize the investor's total return. By investing in a
mix of equity and fixed income securities, investors can participate in the
long-term growth potential of stocks with the lower price volatility of bonds
(because historically bonds have had more stable prices than stocks), and they
can receive income from two sources: interest on fixed income securities and
dividend payouts from stocks.
<PAGE>
Q: What do you look for when you're shopping for an investment?
A: We look for stocks that offer growth potential, diversity, and attractive
dividend histories. We want the portfolio to provide a decent level of income
so we invest primarily in stocks that offer yield potential at least equal to
the average yield of the S&P 500. Reasonable investment risk is a major
consideration so we normally try to limit risk exposure by investing in
medium- or higher-quality bonds.
Q: Did you make any major purchases or sales for the Fund? 
A: We added several holdings -- all of which have been defensive in nature. We
purchased issues that we believe can help the Fund achieve above-average
return potential through dividend and interest payments. We recently purchased
two issues that have very attractive current yields: a Federated Department
Store convertible debenture with a 9.9 percent current yield and a Fremont
General (insurance) convertible with an annual 10 percent yield-to-put in 3
years. We also purchased a Rouse Company (shopping center developer and
manager) convertible having a 6.5 percent current yield. These issues -- in
fact, the entire portfolio -- should do very well in a flat or declining stock
market.
We eliminated several positions, including Piedmont Natural Gas, Texas
Utilities, Kaufman & Broad, Grand Metropolitan, Freeport McMoran, Chiquita
Brands and Consolidated Natural Gas.

Q: What are your expectations for the Fund?
A: We do not plan on making any significant changes in the near term. We have
modest expectations for the stock market for the remainder of the year, so we
plan on maintaining our defensive posture. In fact, given the level of the
current market, and high valuations by several measures, we would not be
surprised by a market decline. If our economic forecast is right, then the
portfolio's defensive nature will be justified.

(1) Total return performance includes changes in share price and reinvestment
of income and capital gains distributions. Past performance is no guarantee of
future results. Share price and investment return will vary, so you may have a
gain or a loss when you sell shares. The S&P 500 is an unmanaged group of
stocks that differs from the composition of each SteinRoe Fund; the S&P 500 is
not available for direct investment. Portfolio holdings are as of March 31,
1995. 
<PAGE>
Fund Highlights
Top Ten Holdings (% of Total Net Assets)
Total Return Fund as of 3/31/95
James River Pref.             2.0% Gen'l Motors Cv. Pref.             1.7%
General Electric Company      1.9  Emerson Electric Co.               1.7
United Dominion Realty        1.9  Abbott Laboratories                1.7
LM Ericsson Telecom. Pref.    1.9  Integrated Health Serv. Cv. Deb.   1.7  
Bristol-Meyers Squibb Co.     1.8  Enron Corp.                        1.7

                                                                      -----
                                   Total                              18.0%
<TABLE>
Economic Sector Breakdown
<CAPTION>
                    Portfolio Portfolio S&P 500
                    3/31/95   9/30/94   3/31/95
<S>                 <C>       <C>       <C>
Cyclicals           10%       11%       16%
Distribution        6         4         7    
Energy              9         12        11
Health Care         12        8         9
Interest Sensitive  25        29        25
Stable Growth       22        25        20
Technology          6         5         10
Miscellaneous       10        6         2
Total               100%      100%      100%
</TABLE>
Pie charts showing:
Asset Allocation
As of September 30, 1994           As of March 31, 1995
Stocks: $101.1 (44.1%)             Stocks: $87 (39.8%)
Cash: $10.8 (4.7%)                 Cash: $14.8 (6.8%)
Bonds: $24.5 (10.7%)               Bonds: $25.1 (11.4%)
Convertibles: $92.8 (40.5%)        Convertibles: $92 (42%)
<PAGE>
Q&A
An Interview with Prime Equities' Portfolio Managers

Fund Data
Investment Objective:
Seeks capital growth by investing primarily in common stocks, convertible
securities and other equity-type investments issued by well-established
companies. In an effort to limit volatility, 65 percent of the Fund's total
assets are normally invested in equity securities of companies with market
capitalizations greater than $1 billion. The Fund is designed to provide more
dividend income to shareholders than a portfolio focused exclusively on
growth.
Fund Inception:
March 24, 1987
Total Net Assets:
$124,429,909.51

Photo: of Robert A. Christensen
Photo: of Daniel K. Cantor

Dan Cantor joined the Fund's management team in early March. Dan, a senior
vice president of the Fund's Adviser, Stein Roe & Farnham, joined the firm in
1985. Prior to being named co-manager of Prime Equities, he served as a senior
equity analyst and co-manager of the Young Investor Fund.

Q: How did the Fund perform?
A: Not as well as we would have liked. The Fund underperformed the S&P 500 for
the six-month period ended March 31, 1995, increasing only 4.1 percent, versus
a 9.7 percent increase for the S&P 500.(1) The Fund was postured defensively,
with a large cash position and a sizable stake in energy issues and real
estate investment trust offerings (REITs). Although we were gradually reducing
the Fund's defensive posture, the renewed strength of the stock market left
the Fund sharply lagging the S&P. The Fund also had a meaningful exposure to
small- and medium-capitalization companies and international stocks, all of
which trailed the performance of larger-capitalization U.S. companies.
<PAGE>
Q: Have you made any changes to the Fund's investment strategy?
A: We made a number of significant changes to the portfolio -- all of which
have been consistent with the Fund's investment objective of seeking capital
appreciation by investing primarily in large, well-established companies. In
particular, we now have more of a bias toward larger-capitalization U.S.
growth companies that have attractive dividend potential. We're looking to
invest primarily in strong or improving companies whose stock prices, in our
judgment, do not reflect the companies' fundamental prospects. When we select
a security for the portfolio, we continue to use what is known as a
"bottom-up" investment approach. That means we look for companies that we
believe will provide superior investment performance, regardless of whether
their respective industry or the economy is performing well. We focus on a
company's financial characteristics, including its investment opportunities,
its margin structure, and its ability to generate excess cash. We also pay
particular attention to the people running a company. We try to visit with the
managements of each company in which we invest to better understand their
business strategies and potential for success. We do not try to time the
market or predict the latest market trend or fad.

Q: In keeping with the Fund's investment approach, did you sell any of the
Fund's holdings?
A: We sold a number of holdings that were no longer consistent with our
investment strategy. Some of the positions we eliminated included American
Classic Voyages, American Medical Response, Banco Latino Americano, Fossil,
Harvey Comics, Perceptron, Petroleum Geoservices, and Triton Energy. Further,
we closed the hedge (short position) on the market and established a long S&P
futures position reflecting a temporary increase in the Fund's cash position.
Additionally, in keeping with our desire to own a more manageable number of
stocks, we plan on further reducing the number of holdings in the Fund's
portfolio. We believe that will enable us to better leverage our ideas while
still maintaining the Fund's diversity. 

Q: Did you buy any new issues?  
A: We established initial stakes in Fannie Mae, Georgia Pacific and Procter &
Gamble. We also added modestly to selected existing holdings, such as
Albertson's, Electronic Data Systems, and Emerson Electric. These companies
have leading positions in their respective industries and improving growth
prospects, and each was purchased at a price that suggests an excellent
risk/reward trade-off.
Q: What is your six-month outlook?
A: We're optimistic that the changes we are making to the portfolio will allow
the Fund to better participate in market rallies. In addition, our emphasis on
containing risk at the stock selection level should help to cushion the
downside during inevitable market corrections. 

(1) Total return performance includes changes in share price and reinvestment
of income and capital gains distributions. Past performance is no guarantee of
future results. Share price and investment return will vary, so you may have a
gain or a loss when you sell shares. The S&P 500 is an unmanaged group of
stocks that differs from the composition of each SteinRoe Fund; the S&P 500 is
not available for direct investment. Portfolio holdings are as of March 31,
1995. 
<PAGE>
Fund Highlights
Top Ten Holdings (% of Total Net Assets)
Prime Equities as of 3/31/95
First Financial Mgmt. Corp.   2.7%      General Motors, Class E       2.3%
General Electric Company      2.5       Alco Standard Corp.           2.3
Enron Corp.                   2.5       Microsoft Corporation         2.2  
Emerson Electric Co.          2.4       Abbott Laboratories           2.1
Roche Holding Ltd.            2.3       The Procter & Gamble Co.      2.1
                                                                      -----
                                        Total                         23.4%
<TABLE>
Economic Sector Breakdown
<CAPTION>
                    Portfolio Portfolio S&P 500
                    3/31/95   9/30/94   3/31/95
<S>                 <C>       <C>       <C>
Cyclicals           10%       12%       16%
Distribution        9         9         7
Energy              10        10        11
Health Care         6         8         9
Interest Sensitive  18        24        25
Stable Growth       35        22        20
Technology          6         10        10
Miscellaneous       6         5         2
Total               100%      100%      100%
</TABLE>
Pie charts showing:
Asset Allocation
As of September 30, 1994      As of March 31, 1995
Equities $120.0 (92.5%)       Equities: $98.6 (79.3%)
Cash: $8.7 (6.7%)             Cash: $19.8 (15.9%)
Bonds: $1.0 (0.8%)            Bonds: $6.0 (4.8%)

<PAGE>
Q&A
An Interview with Growth Stock Fund's Portfolio Managers

Fund Data
Investment Objective:
Seeks long-term capital appreciation by investing, under normal conditions, at
least 65 percent of its total assets in common stocks and other equity-type
securities that are believed to have long-term appreciation possibilities.
Fund Inception:
July 1, 1958
Total Net Assets:
$317,877,439.53

Photo: of Erik P. Gustafson
Photo: of Harvey B. Hirschhorn

Harvey Hirschhorn joined the Fund's management team in March. Harvey, a
22-year veteran and an executive vice president of the Fund's Adviser, Stein
Roe & Farnham, is the firm's chief economist and investment strategist.
Q: How has the Fund performed?
A: During the six-month period ended March 31, 1995, Growth Stock Fund posted
a gain of 6.7 percent, versus a gain of 9.7 percent for the S&P 500.(1) The
primary reason Growth Stock Fund's performance lagged the S&P was the
continued strength of the S&P's cyclical sectors relative to growth stocks.
While growth stocks have participated in the market's first quarter rally, the
strength of so many of the stocks in the S&P's cyclical sector has made the
index difficult to beat. 

Q: Have you made any changes to the Fund's sector weightings or its investment
strategy? 
A: The Fund has not made any significant changes in its economic sector
weightings during the past six months. We have added several new positions
over the past six months, including Loewen Group, which owns and operates
funeral homes and cemeteries; Thermoelectron, a broadly diversified company in
the environmental and medical industries; Hercules, a diversified specialty
chemical maker; and Travelers, a financial services company. These additions
are not concentrated in any one sector and our investment strategy remains the
same -- the Fund continues to be fully invested in what we believe are the 50
best high-quality, large-capitalization growth stocks that meet our specific
qualitative and quantitative criteria. 

Q: What are some of the investment themes you've been focusing on lately?
A: We are focusing on three 
main investment themes: U.S. multinational companies, technology/information
companies, and classic consumer growth companies that have a dominant domestic
market and are in positions to benefit from a strong presence overseas. For
example, the Fund invests in Coca-Cola and Gillette, each of which generates
roughly 70 percent of its revenues overseas. These kinds of companies are well
positioned to benefit from growing overseas markets, as well as the recent
weakness of the U.S. dollar. We have been focusing on information technology
companies, such as Microsoft, Motorola, and CISCO Systems, which we believe
possess some of the best growth opportunities in the 90s. And finally, 
we are invested in high-quality consumer stocks, including Disney, Abbott
Labs, and Johnson & Johnson.
<PAGE>
Q: What's your outlook for the Fund?
A: In the coming months, we plan to increase the portfolio's exposure to
sectors that we believe will benefit from an economic slowdown. For example,
because we believe interest rates will begin to decline later in the year, we
are starting to increase the Fund's holdings in interest rate sensitive
companies, such as those within the financial services sector.

For the past two years, the market has been dominated by cyclical stocks --
economically sensitive companies such as auto makers, paper companies and
metal producers, which typically perform well as the economy expands. However,
with economic growth expected to slow for the remainder of 1995, we believe
the market is once again poised to favor growth stocks. In a downshifting
economy, many investors tend to move away from cyclical stocks anticipating
that the slowing economy will hurt cyclical companies' earnings and they begin
to return to the classic growth companies that show increasing earnings
regardless of the economic cycle. In fact, as evidence of an economic slowdown
mounts, we are starting to see investment dollars begin to flow into growth
stocks. Moreover, growth stocks are selling at very attractive prices compared
with cyclical stocks. As we see it, the current overall economic conditions --
a slowing economy and decreasing pressure on interest rates -- are custom-made
for the potential success of both growth stocks and the Growth Stock Fund. 
 
(1) Total return performance includes changes in share price and reinvestment
of income and capital gains distributions. Past performance is no guarantee of
future results. Share price and investment return will vary, so you may have a
gain or a loss when you sell shares. The S&P 500 is an unmanaged group of
stocks that differs from the composition of each SteinRoe Fund; the S&P 500 is
not available for direct investment. Portfolio holdings are as of March 31,
1995. 
<PAGE>
Fund Highlights
Top Ten Holdings (% of Total Net Assets)
Growth Stock Fund as of 3/31/95
The Home Depot, Inc.          4.6%      The Procter & Gamble Co.      3.1%
The Gillette Company          4.5       Motorola, Inc.                2.9
Microsoft Corporation         3.9       AT&T Company                  2.9
General Electric Company      3.8       GEICO Corporation             2.8  
First Financial Mgmt. Corp.   3.2       Medtronic Incorporated        2.8
                                                                      -----
                                        Total                         34.5%
<TABLE>
Economic Sector Breakdown
<CAPTION>
                    Portfolio Portfolio S&P 500
                    3/31/95   9/30/94   3/31/95
<S>                 <C>       <C>       <C>
Cyclicals           9%        9%        16%
Distribution        16        14        7
Energy              1         0         11
Health Care         10        8         9
Interest Sensitive  18        25        25
Stable Growth       26        24        20
Technology          17        14        10
Miscellaneous       3         6         2
Total               100%      100%      100%
</TABLE>
Pie charts showing:
Asset Allocation
As of September 30, 1994           As of March 31, 1995
Stocks: $296.7 (92.3%)             Stocks: $304.2 (95.7%)
Cash & Equivalents: $24.7 (7.7%)   Cash & Equivalents: $13.7 (4.3%)
<PAGE>
Q&A
An Interview with Special Fund's and Special Venture Fund's Portfolio Managers

Special Fund Data
Investment Objective:
Seeks to achieve capital appreciation by investing primarily in equity
securities that are considered to have limited downside risk relative to their
potential for above-average growth, including securities of under-valued,
under-followed or out-of-favor companies.
Fund Inception:
May 22, 1968
Total Net Assets:
$1,193,305,765.28

Photo: of E. Bruce Dunn
Photo: of Richard B. Peterson

Q: How does Special Fund's investment process differ from other growth equity
funds?
A: Special Fund is a company fund. That means we don't try to make bets on
sectors or industries. Our primary focus is to invest in companies with
entrepreneurial managements that have demonstrated records of success in
wealth building. We maintain a longer-term investment horizon, three years or
more, and concentrate on building relationships with the senior management
teams of the companies in which we invest. As of March 31, the Fund has
invested about 80 percent of equities in small- and mid-cap companies (under
$3 billion in market value) and 20 percent in larger-cap stocks.

Q: How did Special Fund perform over the past six months? 
A: Not as well as we would have liked -- for the six-month period ended March
31, 1995, Special Fund posted a gain of 2.9 percent, versus a 9.7 percent gain
for the S&P 500.(1) 
<PAGE>
Q: What are some of the factors that contributed to its underperformance?
A: The Fund's underperformance can be attributed to these main factors: the
market weakness of some of the smaller-cap issues in the Fund, the poor
performance of non-U.S. stocks, larger Fund holdings that were weak, and the
Fund's lower weighting in the technology sector. 

Some of the smaller-cap issues in the Fund's portfolio did not benefit from
the stock market rally to the same extent that many of the large-cap issues in
the S&P 500 did. While the Fund owns companies of all sizes, its median
company market value as of March 31, 1995, was less than $1 billion;
therefore, it may be of some interest to measure the Fund against smaller-cap
indices. Returns on the Russell 2000 and S&P Mid-Cap, which measure small- and
mid-cap performance, were well below the returns for the S&P 500, which has a
large-cap median, as they posted gains for the six-month period of only 2.7
percent and 5.3 percent, respectively.(2) 

Returns on non-U.S. stocks were negative for the past six months --in
particular, the Latin American and Far East markets were extremely weak during
the period. The Fund's total non-U.S. exposure was about 11 percent of
equities.

Among the Fund's larger long-term investments, Olsten, Harley Davidson and
Superior Industries had negative six-month returns for the period ended March
31, 1995. These companies' fundamentals remain unchanged; therefore, we
believe their valuations are now quite attractive.

Finally, we have a lesser weighting in technology relative to the market with
a 2 percent position, versus a 10 percent position for the S&P 500. Because of
this underweighting, we did not participate in the recent rally by technology
stocks.

Q: Do you anticipate any near-term changes that might bring investors'
interest back to small- and mid-cap or non-U.S. stocks?
A: Several years ago, many consultants were encouraging new or larger
allocations to small company or international stocks -- particularly in
emerging markets. New or outside demand was more than these markets could
easily accommodate, even with new underwritings and privatizations increasing
supply. After experiencing a sharp rise in stock prices in 1993, 1994 saw the
beginning of a market correction in the small-cap and international markets.

We believe company fundamentals are less changed than market sentiment. We
don't know exactly when investor interest will return to these areas, but we
believe they offer attractive opportunities for longer-term investors.

Q: Have any of the Fund's holdings made significant contributions over the
past six months?
A: We've seen some of the Fund's larger holdings perform well over the past
six months. The Fund's largest holding, Boston Scientific, which manufactures
less-invasive medical equipment and recently acquired a competitor in its
angioplasty business, has done extremely well -- its stock was up 56 percent
over the past six months. Other holdings that performed well for the six-month
period include these longer-term holdings: Allstate (property and casualty
insurer), Interpublic (worldwide advertising agency), Stryker (medical
devices), Revco (drug retailer), Alco Standard (office copiers and supplies),
and Interim Services (temporary help). 
<PAGE>
Q: Although the Fund invests in individual companies, is it more heavily
weighted in any particular sectors or industries?
A: Special Fund maintains a diversified portfolio. Our largest industry
exposure was 10.5 percent in Business Services, followed by a 9.3 percent
exposure in Retail.

Q: Where are you finding attractive companies to own?
A: Powerful customer demands are currently driving many industries toward
consolidation and low-cost distribution. For this reason, Special Fund has
made important commitments to consolidators that we believe are well managed,
including Alco Standard, Interim Services, Invacare and Sunrise Medical. We
also like low-cost distributors, including LDDS Communications, Office Max,
20th Century Industries and Revco. We believe these strong, aggressive
managements have unusually favorable opportunities.

Q: Are there any current strategies you are focusing on for the Fund?
A: During the past six months, we continued to gradually increase the
concentration in our major holdings. The top ten holdings currently represent
27 percent of equities, versus 24 percent six months ago. Our current top ten
holdings have shown above-average appreciation over the past six months. Our
goal is to increase the concentration of the Fund's top ten holdings to 30 to
40 percent of total equities; therefore, if an investment works out, the stock
becomes a meaningful holding for our shareholders.

Q&A
Special Venture Fund Q&A
Special Venture Fund Data
Investment Objective:
Seeks to achieve long-term capital appreciation by investing primarily in
entrepreneurially managed companies. The Fund emphasizes investments in
financially strong small and medium-sized companies based principally on
management appraisal and stock valuation.
Fund Inception:
October 17, 1994
Total Net Assets:
$34,512,469.23

Q: Are there any differences in the investment process between Special Venture
and Special Fund?
A: The process is really the same -- the difference is that Special Venture
offers shareholders participation in stocks that may be too small for Special
Fund. Special Venture focuses on small and medium-sized companies with market
values of less than $1 billion and between $1 and $3 billion, respectively.
The portfolio will probably have a median capitalization in the $300 to $500
million range. Special Venture currently has fewer holdings, about half the
number of Special Fund. 

Special Venture takes a longer-term perspective -- three to five years or more
- -- when looking at an investment. This tends to be the time frame in which a
company's management plans its business strategies. In addition, Special
Venture will have exposure to larger growth opportunities coming from the
smaller nature of its companies. There tend to be more risks involved in
investing in smaller companies; therefore, the Fund's investors should be able
to tolerate greater investment risks and price volatility.

Both Funds, however, look for companies with entrepreneurial managements that
have a demonstrated ability to create wealth for the company's investors. In
particular, we look for management teams that have sound long-term business
strategies and the financial strength to implement them. In sum, investors
should feel they can own both Funds since there are material differences
between them. 
<PAGE>
Q: How has the Fund performed since it was launched in October of 1994?
A: From its inception on October 17, 1994, through March 31, 1995, Special
Venture posted a 10.6 percent return, versus an 8.05 percent gain for the S&P
500.(1) It may also be of interest to measure the Fund against the Russell
2000 Index, which tracks small-cap performance and posted a 3.1 percent return
for the six-month period.(2) We believe it is not meaningful to look at the
Fund's performance on a short-term basis -- in part because of the newness of
the Fund, but more specifically because of the longer-term investment time
horizon we take when making investments.

Q: How does your investment process differ from other funds that invest in
small and medium-sized companies?
A: A common misperception is that Special Venture is an emerging growth fund
and that's just not the case. In fact, some of our investments are in what
might be considered mundane businesses that are neither new nor emerging. 

Many of these companies have a longer operating history and can take 
advantage of opportunities because of their skillful management or unique
competitive advantages. 

(1) Total return performance includes changes in share price and reinvestment
of income and capital gains distributions. Past performance is no guarantee of
future results. Share price and investment return will vary, so you may have a
gain or a loss when you sell shares. The S&P 500 is an unmanaged group of
stocks that differs from the composition of each SteinRoe Fund; the S&P 500 is
not available for direct investment. 

Portfolio holdings are as of March 31, 1995.

(2) The Russell 2000 and the S&P Mid-Cap are indices that represent an
unmanaged group of stocks that differ from the composition of each SteinRoe
Fund; they are not available for direct investment. 
<PAGE>
Fund Highlights
Top Ten Holdings (% of Total Net Assets)
Special Fund as of 3/31/95
Boston Scientific Corp.       4.0%      Unifi Inc.                    2.5%
The Olsten Corporation        3.3       The Allstate Corporation      2.4
Revco D.S., Inc.              3.1       Harley-Davidson Inc.          2.3
Superior Industries Int'l     2.9       Alco Standard Corp.           2.2  
The Interpublic Group         2.5       Burlington Resources Inc.     2.1
                                                                      -----
                                        Total                         27.3%
<TABLE>
Economic Sector Breakdown
<CAPTION>
                    Portfolio Portfolio S&P 500
                    3/31/95   9/30/94   3/31/95
<S>                 <C>       <C>       <C>
Cyclicals           19%       18%       16%
Distribution        10        8         7
Energy              8         7         11
Health Care         9         6         9
Interest Sensitive  24        20        25
Stable Growth       23        28        20
Technology          2         3         10
Miscellaneous       5         10        2
Total               100%      100%      100%
</TABLE>
Pie charts showing:
Asset Allocation
As of September 30, 1994      As of March 31, 1995
Equities: $1,125.7 (90.5%)    Equities: $1,126.5 (94.4%)
Cash: $115.7 (9.3%)           Cash: $56.1 (4.7%)
Convertibles: $2.5 (0.2%)     Short-Term Bonds: $10.7 (0.9%)
<PAGE>
Fund Highlights
Top Ten Holdings (% of Total Net Assets)
Special Venture Fund as of 3/31/95
Patterson Dental              3.7%      Interim Services Inc.    3.3%
Boston Scientific Corp.       3.6       G & K Services Inc.      3.3
Superior Industries Int'l     3.4       Invacare Corp.           3.3
OM Group Inc.                 3.3       Schulman A Inc.          3.3  
Keane                         3.3       Corrpro Cos Inc.         2.9
                                                                 -----
                                        Total                    33.4%
<TABLE>
Economic Sector Breakdown
<CAPTION>
                    Portfolio      S&P 500
                    3/31/95        3/31/95
<S>                 <C>            <C>
Cyclicals           25%            16%
Distribution        16             7
Energy              9              11
Health Care         10             9
Interest Sensitive  9              25
Stable Growth       19             20
Technology          10             10
Miscellaneous       2              2
Total               100%           100%
</TABLE>
Pie charts showing:
Asset Allocation
As of March 31, 1995
Equities: $30.3 (87.8%)
Cash: $4.2 (12.2%)
<PAGE>
Q&A
An Interview with Capital Opportunities Fund's Portfolio Manager

Fund Data
Investment Objective:
Seeks long-term capital appreciation by investing in aggressive growth
companies, such as securities of smaller emerging companies as well as
securities of well-seasoned companies of any size that offer strong earnings
growth potential.
Fund Inception:
March 31, 1969
Total Net Assets:
$197,519,192.84

Photo: of Gloria J. Santella

Q: How did the Fund perform during the past six months?
A: The Fund performed extremely well. We topped the S&P 500, returning 10.9
percent, versus a gain of 9.7 percent for the S&P.(1) In addition, the Fund
significantly outpaced both the NASDAQ Industrial and the S&P Mid-Cap indices,
which tend to measure small- and mid-cap performance. These indices posted
gains of only 3.1 percent and 5.3 percent, respectively, for the six-month
period ended March 31, 1995.(2) As of March 31, 1995, the Fund's median market
capitalization was $879 million, which is considered in between the small- and
mid-cap range. 

Q: To what do you attribute the Fund's strong performance? 
A: Although the Fund performed well across all industry sectors, its
relatively high weighting in the technology sector (16 percent of the Fund's
holdings, versus a 10 percent weighting for the S&P 500) helped to boost the
Fund's performance. The Fund's technology holdings, which have contributed
more than half of its net gain over the past six months, reported strong sales
results, exceeded earnings projections, and experienced upward adjustments 
in their forecasted earnings. Our outlook for the Fund's technology holdings
remains positive. We believe their recent earnings growth can be sustained as
our companies offer strong products in large and expanding markets. Also of
note was the strong recovery of the Fund's holdings in the financial services
sector during the first quarter of 1995. These holdings, which posted an
average gain of 24 percent, benefited from investors' perceptions that
short-term interest rates were at -- or near -- their peak. 

Q: Did you make any changes in your investment strategy?
A: No, the Fund's investment strategy is to build wealth through long-term
investment in high-growth companies. This is frequently at a relatively early
- -- although not speculative -- stage in their growth process. That means we
buy small- and mid-cap companies and grow with them. This strategy targets
superior performance over a full market cycle and does not vary with market
conditions.
<PAGE>
Q: How do you select the stocks you include in the Fund's portfolio? 
A: We are an earnings-driven fund, meaning that earnings growth drives the
price of our stocks. We look for companies with high earnings growth, but more
importantly, we look for companies with sustainable earnings growth. We take a
long-term view when we select stocks for the portfolio. In particular, we look
for companies that not only pursue large opportunities, but companies that can
have the potential to benefit from those opportunities over a long period of
time. Once we have identified such a company, we examine its strategy for
growth to make sure it has sufficient resources and infrastructure to grow.
We'll only invest in a company if it meets all of our investment criteria --
that way we can take advantage of a company's full growth potential, while
avoiding companies that may prove to be a disappointment in the long run.

Q: What is your outlook for the Fund and, in particular, aggressive growth
stocks?
A: We remain optimistic about the long-term potential for high-quality,
aggressive growth stocks such as those held in the Fund. Additionally, the
portfolio's current price/earnings-to-growth ratio of 79 percent is
attractive, especially given our confidence in the projections for earnings
growth underlying this valuation. 

(1) Total return performance includes changes in share price and reinvestment
of income and capital gains distributions. Past performance is no guarantee of
future results. Share price and investment return will vary, so you may have a
gain or a loss when you sell shares. The S&P 500 is an unmanaged group of
stocks that differs from the composition of each SteinRoe Fund; the S&P 500 is
not available for direct investment. Portfolio holdings are as of March 31,
1995. 

(2) The NASDAQ Industrial and the S&P Mid-Cap are indices that represent an
unmanaged group of stocks that differs from the composition of each SteinRoe
Fund; they are not available for direct investment.
<PAGE> 
Fund Highlights
Top Ten Holdings (% of Total Net Assets)
Capital Opportunities Fund as of 3/31/95
Gartner Group Inc.            3.9%      LaQuinta Inns, Inc.           2.8%
Green Tree Financial Corp.    3.7       Clear Channel Comm., Inc.     2.7
Tellabs, Inc.                 3.5       Value Health, Inc.            2.7
PhyCor, Inc.                  3.1       ADC Telecommunications        2.4  
Medaphis Corporation          3.0       IDEXX Laboratories, Inc.      2.3
                                                                      -----
                                        Total                         30.1%
<TABLE>
Economic Sector Breakdown
<CAPTION>
                    Portfolio Portfolio S&P 500
                    3/31/95   9/30/94   3/31/95
<S>                 <C>       <C>       <C>
Cyclicals           14%       15%       16%
Distribution        18        17        7
Energy              0         0         11
Health Care         10        10        9
Interest Sensitive  9         14        25
Stable Growth       30        25        20
Technology          16        15        10
Miscellaneous       3         4         2
Total               100%      100%      100%
</TABLE>
Pie charts showing:
Asset Allocation
As of September 30, 1994      As of March 31, 1995
Stocks: $143.6 (81.7%)        Stocks: $155.4 (78.7%)
Cash: $22.3 (12.7%)           Cash: $32.2 (16.3%)
Convertibles: $9.8 (5.6%)     Convertibles: $9.9 (5.0%)
<PAGE>
Q&A
An Interview with International Fund's Portfolio Manager

Fund Data
Investment Objective:
Seeks long-term growth of capital by investing primarily in a diversified
portfolio of foreign securities. Under normal market conditions, the Fund will
invest at least 65 percent of its total assets in foreign securities of at
last three countries outside of the United States.
Fund Inception:
March 1, 1994
Total Net Assets:
$72,343,872.19

Photo: of Bruno Bertocci

Q: How have the global markets performed over the past six months?
A: The financial markets around the world remained extremely volatile. The
weakness of the U.S. dollar relative to the Japanese yen and the German mark
made many investors fear that there would be a significant slowdown in the
German economy, as well as a renewed recession in Japan. As the European
economic recovery slowed, many European cyclical stocks started to decline
toward the end of the six-month period. The Latin American markets were
turbulent as problems in the Mexican market spilled over into Brazil and
Argentina. And while Japan's domestic economy showed little sign of strength,
its trade surplus was maintained at a high level. 

Q: How has the Fund performed?
A: The Fund's return since its inception on March 1, 1994, has been 
- -4.7 percent, compared to a 2.4 percent return for the Morgan Stanley Capital
International Europe, Australia and Far East index (MSCI EAFE). During the
six-month period ended March 31, 1995, the Fund's total return declined 10.1
percent, while the MSCI EAFE increased 1.0 percent. (1, 2)
 
Q: Can you explain why the Fund lagged the MSCI EAFE? 
A: The extreme weakness of the U.S. dollar had a negative effect on many of
the Fund's holdings, which are geared to industries and sectors that benefit
from a stronger dollar, causing the Fund to underperform the market for the
past six months. 

Although we maintain a relatively low weighting in the Japanese sector, the
stocks we own are primarily dollar-linked exporters, which have declined more
than the market as the yen strengthened. Although we do not predict short-term
currency movements, the current yen/dollar exchange rate of 82 yen to the
dollar is extreme and, in our opinion, not sustainable. We believe, however,
that the export-oriented stocks we own in Japan are among the most
attractively valued in the entire market, and they will eventually rebound as
the exchange rate moves back to equilibrium levels. Additionally, we believe
that, despite fears that the Japanese economy will enter a second recession,
the Bank of Japan will move to boost the economy by increasing liquidity,
which will restore confidence in the consumer-related sectors the Fund owns.
The weakness of the U.S. dollar affected the Fund's European stocks. The Fund
has a large exposure to the export-sensitive sectors in Finland and Germany,
and these stocks declined more than the market as the German mark strengthened
against the dollar.

Although some of our Mexican and Latin American investments continued to
decline after we purchased them, we have seen a significant recovery. Timing a
market bottom is always difficult. On the other hand, it is usually impossible
to establish positions as market conditions recover because prices can rebound
very quickly. 
<PAGE>
Q: With continued volatility in overseas markets, what areas look attractive? 
A: Despite the recent volatility of worldwide markets, we believe there are
selected areas in Europe selling at extremely low valuations. For example,
Finnish paper producers are at low single-digit price-to-earnings ratios --
despite rapid and continued earnings growth and little planned capacity
additions. European steel companies are also attractive relative to their
counterparts in the United States and elsewhere. And, after a sharp decline,
the Mexican and Latin American equity markets have finally started to recover
and should prove to be very successful on a longer-term perspective.

Q: What are your expectations for the rest of 1995? 
A: Although it may take some time for investors to regain their confidence, we
believe there are opportunities for those willing to look further ahead. We
believe equity valuations outside the United States are significantly lower as
these markets have declined while the U.S. market rose. This suggests that
non-U.S. opportunities are now quite attractive, and that the Fund is 
well positioned to participate in a rebound in 1995. 

(1) Total return performance includes changes in share price and reinvestment
of income and capital gains distributions. Past performance is no guarantee of
future results. Share price and investment return will vary, so you may have a
gain or a loss when you sell shares. 

(2) MSCI EAFE (Morgan Stanley Capital International Europe, Australia and Far
East index) is an unmanaged group of stocks that differs from the composition
of the SteinRoe International Fund; it is not available for direct investment.
Portfolio holdings are as of March 31, 1995, and are subject to change.
Foreign investments involve greater risks and potential rewards than U.S.
investments. These risks include political and economic uncertainties of
foreign countries, as well as the risk of currency fluctuations. 
<PAGE>
Fund Highlights
Top Ten Holdings (% of Total Net Assets)
International Fund as of 3/31/95
Jardine Matheson Holdings     2.7%      Yizheng Chemical Fibre   2.2%
Burns-Philip & Co.            2.7       Telecom Italia           2.2
Promise Co.                   2.5       Henkel KGAA              2.1
Astra AB                      2.5       Enso Gutzeit             2.0  
Lion Nathan Ltd.              2.2       Veba                     2.0
                                                                 -----
                                        Total                    23.1%
<TABLE>
Top Ten Industries
<CAPTION>
                                   Portfolio MSCI EAFE
                                   3/31/95   3/31/95
<S>                                <C>       <C>
Telecommunications                 7.6%      3.4%
Machinery & Engineering            7.5       2.8
Electrical & Electronics           7.1       3.5
Business & Public Services         7.1       2.2
Food & Household Products          6.7       3.8
Energy Sources                     5.7       4.7
Health & Personal Care             5.3       6.0
Forest Products & Paper            5.0       1.4
Financial Services                 4.8       2.2
Appliances & Household Durables    4.8       2.2
Other                              38.4      67.8
Total                              100%      100%
</TABLE>
Pie charts showing:
Asset Allocation
As of September 30, 1994      As of March 31, 1995
Equities: $71.6 (95.7%)       Equities: $67.3 (93.1%)
Bonds: $1.6 (2.2%)            Bonds: $3.2 (4.4%)
Cash: $1.6 (2.1%)             Cash: $1.8 (2.5%)
<PAGE>
<TABLE>
Total Return Fund
Investments as of March 31, 1995
(Dollar Amounts In Thousands)
(Unaudited)
<CAPTION>
                                                               Number          Market
Equity-Related Securities (81.8%)                            of Shares          Value
<S>                                                         <C>                <C>   
Common Stocks (33.8%)

Banking (3.7%)
Bank America Corporation                                        71,000         $3,426
Fleet Financial Group                                           88,000          2,849
JP Morgan & Company, Inc.                                       30,000          1,830
                                                                               ------
                                                                                8,105
Conglomerates and Miscellaneous (2.6%)
Borden Chemicals & Plastics                                    125,000          2,266
Hanson Plc ADRs                                                180,000          3,397
                                                                               ------
                                                                                5,663
Distribution (1.1%)
Wal-Mart Stores, Inc.                                           91,500          2,333

Drugs and Health Products (4.7%)
Abbott Laboratories                                            104,000          3,705
Bristol-Meyers Squibb Company                                   62,000          3,906
Glaxo Holding Plc ADRs                                         120,000          2,745
                                                                               ------
                                                                               10,356
Electrical Equipment (3.6%)
Emerson Electric Co.                                            56,000          3,724
General Electrical Company                                      78,000          4,222
                                                                               ------
                                                                                7,946
Food, Beverage & Tobacco (1.2%)
General Mills, Inc.                                             46,000          2,743


Hotels (0.8%)

Manufacturing (1.5%)
Minnesota Mining and Manufacturing Company                      56,000          3,255

Natural Gas (1.7%)
Enron Corp.                                                    112,000          3,696

Paper & Forest Products (1.5%)
Plum Creek Timber Company, L.P.                                155,000          3,410

Petroleum (3.1%)
Atlantic Richfield Company                                     125,000          3,125
British Petroleum Company Plc ADRs                              42,344          3,552
                                                                               ------
                                                                                6,677
Real Estate (4.3%)
Kimco Realty Corporation                                        92,000          3,530
RFS Hotel Investors, Inc.                                      130,000          1,853
United Dominion Realty Trust Inc.                              293,000          4,065
                                                                               ------
                                                                                9,448
Retail (1.1%)
Penny (J.C.) Company, Inc.                                      52,000          2,334

Telephone (2.5%)
American Telephone and Telegraph Company                        55,000          2,846
GTE Corporation                                                 77,000          2,560
                                                                               ------
                                                                                5,406
<PAGE>
<CAPTION>
Total Return Fund Continued
                                                                Number         Market
                                                             of Shares          Value
<S>                                                          <C>              <C>    
Utilities-Electric (1.2%)
Empressa Nacional de Electricidad, 
S.A. de C.V., ADRs                                              60,000        $ 2,542
                                                                              -------
Total Common Stocks (Cost $56,807)                                             76,464

Preferred Stocks (19.3%)

Computer Software (1.1%)
Salomon Inc. (Microsoft Corp. ELKS) $3.994                      25,000          2,481

Construction (0.2%)
*UDC Homes, Inc. Cv.                                           291,470            401

Consumer (2.1%)
James River Corporation of Virginia                            187,500          4,500

Food, Beverage & Tobacco (1.2%) 
RJR Nabisco Holdings Corp. PERCS                               400,000          2,550

Electronics (1.9%)
LM Ericsson $1.578 Cv.                                       2,000,000          4,062

Extractive Energy (0.7%)
**Gerrity Oil & Gas Corporation $1.500 Cv.                     120,000          1,425

Financial (2.5%)
Citicorp $5.375 Cv.                                             26,000          3,055
GATX Corporation Series A $3.875 Cv.                            45,000          2,453
                                                                              -------
                                                                                5,508
Gaming (1.0%)
Salomon Inc. (Promus Companies ELKS) $3.017                     55,000          2,145

Investments (1.3%)
SunAmerica Inc. PERCS $2.780 Cv.                                70,000          2,896

Industrial Products (1.3%)
Corning Inc. $3.000 Cv.                                         54,000          2,875

Mining (1.3%)
Freeport-McMoran Gold & Copper Inc. $1.750 Cv.                 117,000          2,940

Oil & Natural Gas (1.0%)
**Unocal Corporation $3.500 Cv.                                 43,000          2,268

Real Estate Management (1.4%)
Rouse $3.205 Cv.                                                60,000          3,060

Services (1.7%)
General Motors Corporation Class E Series C $3.250 Cv.          65,000          3,738

Telephone (0.6%)
Telefonos de Mexico PRIDES                                      45,000          1,328
                                                                              -------
Total Preferred Stocks (Cost $39,599)                                          39,627
<PAGE>
<CAPTION>
                                                             Principal
Convertible Subordinated Debentures (28.7%)                     Amount
<S>                                                           <C>              <C>   
Automotive (0.9%)
Masotech 4.500% 12/15/03                                        $3,000          2,062

Broadcasting & Publishing (2.5%)
Time Warner Inc. 
   Zero Coupon (Effective Yield 6.228%) 12/17/12 
     (Convertible into shares of Hasbro Inc.)                    7,500          2,381
   8.500% 1/10/15                                                3,000          2,996
                                                                              -------
                                                                                5,377
<CAPTION>
Total Return Fund Continued
                                                             Principal         Market
                                                                Amount          Value
<S>                                                          <C>             <C>     
Business Services (2.7%)
**Laidlaw ADT 6.000% 1/15/99                                    $2,500       $  2,700
Staples, Inc. 5.000% 11/01/99                                    2,500          3,325
                                                                             --------
                                                                                6,025
Conglomerates and Miscellaneous (1.4%)

Electrical Equipment (1.3%)
Cooper Industries 7.050% 1/01/15                                 2,905          2,949

Energy (2.3%)
Kelley Oil & Gas Partners Ltd. 8.500% 4/01/00                    2,470          2,053
SFP Pipelines Holdings 10.410% 8/15/10                           2,500          3,075
                                                                             --------
                                                                                5,128
Fabricated Metal Products (1.0%)
TriMas Corporation 5.000% 8/01/03                                2,000          2,095

Health Care (5.8%)
Integrated Health Services Inc. 6.000% 1/01/03                   3,000          3,705
Nationwide Health Inc. 6.250% 1/01/99                            3,500          3,308
Olsten Corporation 4.875% 5/15/03                                2,400          2,664
**Roche Holdings Ltd. Zero Coupon 
   (Effective Yield 4.750%) 9/23/08                              5,000          3,075
                                                                             --------
                                                                               12,752
<PAGE>
Insurance (1.4%)
Fremont General Zero Coupon (Effective Yield 9.270%) 10/12/13    9,000          2,992

Leisure Products (1.3%)
Roadmaster Industries, Inc. 8.000% 8/15/03                       3,000          2,798

Paper (1.3%)
Albany International 5.250% 3/15/02                              3,200          2,776

Retail (1.4%)
Federated Department Stores Inc.
Zero Coupon (Effective Yield 9.720%) 2/15/04                     3,000          3,004

Services (4.3%)
LTC Properties 8.500% 1/01/11                                    2,000          1,997
OHM Corporation 8.000% 10/01/06                                  2,800          2,457
Service Corporation 6.500% 9/01/01                               1,500          2,066
Valhi, Inc. Zero Coupon (Effective Yield 8.693%)
   (Convertible into shares of Dresser) 8/01/03                  9,000          2,959
                                                                             --------
                                                                                9,479
Technology (1.3%)
WMX Technologies, Inc. 2.000% 1/24/05                            3,452          2,779

Utilities (1.2%)
National Power 6.250% 9/23/08                                    1,600          2,629
                                                                             --------
Total Convertible Subordinated Debentures (Cost $58,704)                       62,845

Total Equity-Related Securities (Cost $155,110)                               178,936

Bonds and Notes (11.4%)

U.S. Government Obligation (1.3%)
U.S. Treasury Note 7.500% 11/15/01                               2,750          2,800

U.S. Government Agency Mortgage-Backed Securities (1.8%)
Federal Home Loan Mortgage Corporation Gold Pool 
   8.000% 11/01/22                                               1,065          1,055
Federal National Mortgage Association 8.500% 2/01/05             2,500          2,571
<PAGE>
<CAPTION>
Total Return Fund Continued
                                                             Principal         Market
                                                                Amount          Value
U.S. Government Agency Mortgage-Backed Securities (continued)
<S>                                                          <C>             <C>     
Federal National Mortgage Association
   (Multi-family housing) 9.038% 6/01/97                         $  40       $     40
Government National Mortgage Association
   9.000% 3/15/20                                                  175            181
   9.000% 4/15/20                                                  125            130
                                                                             --------
                                                                                3,977
Air Transportation (0.6%)
United Airline Series 1991 9.200% 3/22/08                        1,422          1,376

Automotive (2.0%)
Ford Motor Corporation
   5.750% 5/14/98                                                3,000          2,859
   8.875% 1/15/22                                                1,500          1,599
                                                                             --------
                                                                                4,458
Commercial Bank (0.9%)
Den Danske Bank 6.550% 9/15/03                                   2,250          2,009

Financial (3.1%)
Alps 94-1 Pass Thru Trust 9.350% 9/15/04                         2,500          2,497
American Residential Mortgage Medium
   Term Note 6.110% 2/03/99                                      2,000          1,896
Household Credit Card Trust Series
   1991-2 B 6.7000% 7/05/97                                      1,700          1,691
MDC Mortgage Funding Corporation
   Series Q Class 5 8.850% 3/20/18                                 637            649
                                                                             --------
                                                                                6,733
<PAGE>
Mortgage-Backed Securities (0.9%)
**Lennar 8.120% 9/15/02                                          2,000          1,969

Wholesale (0.8%)
Sears Roebuck & Co. Medium Term Note
   10.000% 2/03/12                                               1,500          1,740
                                                                             --------
Total Bonds and Notes (Cost $22,713)                                           25,062

Short-Term Obligations (4.9%)

Commercial Paper (4.9%)
Countrywide Funding 6.110% 4/05/95                               5,000          4,997
UBS Financial 6.250% 4/03/95                                     5,773          5,771
                                                                             --------
Total Short-Term Obligations (Amortized cost $10,768)                          10,768

Total Investments (98.1%)
(Cost basis $188,591)                                                         214,766
Other Assets, Less Liabilities (1.9%)                                           4,058
                                                                             --------
Total Net Assets (100.0%)                                                    $218,824
                                                                             ========

*Non-income producing.
**These securities are subject to contractual or legal restrictions on 
their resale.
At March 31, 1995, the aggregate value of these securities represented 5.2% 
of net assets.

See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
Prime Equities
Investments as of March 31, 1995
(Dollar Amounts In Thousands)
(Unaudited)
<CAPTION>
                                                               Number          Market
Equity-Related Securities (79.3%)                            of Shares          Value
<S>                                                            <C>             <C>   
Common Stocks (73.1%)

Aircraft (1.8%)
McDonnell Douglas Corporation                                   41,000         $2,286

Banks (4.9%)
Bank for International Settlements-American Issue                                 1661,356
First Interstate Bancorp                                        30,500          2,409
Republic New York Corporation                                   47,000          2,309
                                                                               ------
                                                                                6,074
Broadcasting & Communications (4.9%)
Airtouch Communications                                         65,000          1,771
Capital Cities ABC, Inc.                                        21,000          1,853
The Interpublic Group of Companies, Inc.                        67,000          2,504
                                                                               ------
                                                                                6,128
Business Services (2.7%)
First Financial Management Corporation                          47,000          3,396

Computer-Related Products (2.2%)
*Microsoft Corporation                                          39,000          2,774

Consumer (5.7%)
The Gillette Company                                            29,100          2,375
Nike, Inc. Class B                                              27,000          2,015
The Procter & Gamble Co.                                        40,000          2,650
                                                                               ------
                                                                                7,040
<PAGE>
Distribution (5.6%)
Albertson's Inc.                                                81,000          2,612
Dayton Hudson Corp.                                             23,000          1,645
Walgreen Co.                                                    55,000          2,647
                                                                               ------
                                                                                6,904
Electrical Equipment and Appliances (8.0%)
Electrolux AB ADRs                                              26,000          1,183
Emerson Electric Co.                                            45,000          2,993
General Electric Company                                        58,000          3,139
Hubbell Incorporated, Class B                                   47,700          2,564
                                                                               ------
                                                                                9,879
Energy (7.5%)
Amoco Corporation                                               36,500          2,322
British Petroleum Company Plc ADRs                              31,220          2,618
El Paso Natural Gas Company                                     48,000          1,374
Enron Corp.                                                     92,500          3,053
                                                                               ------
                                                                                9,367
Financial (1.2%)
Federal National Mortgage Association                           19,000          1,546

Food, Beverage & Tobacco (4.0%)
PepsiCo, Inc.                                                   40,000          1,560
RJR Nabisco, Inc.                                              240,000          1,530
Sara Lee Corporation                                            72,000          1,881
                                                                               ------
                                                                                4,971
<PAGE>
<CAPTION>
Prime Equities Continued
                                                                Number         Market
                                                             of Shares          Value
<S>                                                          <C>              <C>    
Health Care (4.4%)
Abbott Laboratories                                             73,500        $ 2,618
Roche Holdings Ltd.                                                500          2,904
                                                                              -------
                                                                                5,522

Industrial Products (1.5%)
*Itel Corp.                                                     47,000          1,804

Media (5.5%)
Comcast Corp.
   Class A                                                      28,000            436
   Special                                                      97,000          1,516
*LIN Broadcasting Corp.                                         11,000          1,339
Tribune Company                                                 25,000          1,381
*Viacom International Incorporated, Class B                     47,190          2,112
                                                                              -------
                                                                                6,784

Paper and Forest Products (2.9%)
Alco Standard Corporation                                       39,000          2,828
Georgia Pacific                                                 10,000            798
                                                                              -------
                                                                                3,626
Real Estate (2.5%)
Equity Residential Properties                                   36,000            936
Nationwide Health Properties, Inc.                              30,000          1,106
RFS Hotel Investors, Inc.                                       73,000          1,040
                                                                              -------
                                                                                3,082
Rubber, Plastics and Related Products (1.6%)
Goodyear Tire & Rubber Co.                                      55,000          2,021

Specialty Chemicals (2.8%)
Air Products & Chemicals Inc.                                   31,500          1,642
Minerals Technologies Inc., Class A                             57,300          1,848
                                                                              -------
                                                                                3,490
Telecommunications (3.3%)
American Telephone and Telegraph Company                        40,222          2,081
Southwestern Bell Corporation                                   48,000          2,022
                                                                              -------
                                                                                4,103

Miscellaneous (0.1%)                                                              114
                                                                              -------
Total Common Stocks (Cost $66,668)                                             90,911

<PAGE>
Preferred Stocks (6.2%)

Banks (1.2%)
Citicorp $5.375 Cv.                                             13,000          1,527

Broadcasting (0.9%)
News Corp. Ltd. ADRs $0.500                                     65,000          1,121

Industrial Products (1.8%)
Corning Inc. Cv. $3.000                                         42,000          2,237

Technology Services (2.3%)
General Motors Corporation Series E-1 $2.860 Cv.                74,000          2,877
                                                                              -------
Total Preferred Stocks (Cost $9,971)                                            7,762

Total Equity-Related Securities (Cost $76,639)                                 98,673
<PAGE>
<CAPTION>
Prime Equities Continued
                                                             Principal         Market
                                                                Amount          Value
<S>                                                          <C>               <C>   
Bonds and Notes (4.8%)

U.S. Government and Agency Obligation (4.8%)
U.S. Treasury Note 7.125% 09/30/99
   (Cost $5,920)                                                $6,000       $  6,011

Short-Term Obligations (14.1%)

Commercial Paper (12.9%)
General Motors Acceptance Corp. 6.050% 4/04/95                   5,375          5,372
Lehman Brothers Holdings 6.150% 4/06/95                          4,610          4,606
UBS Financial 6.250% 6/08/95                                     6,016          6,014
                                                                             --------
                                                                               15,992
U.S. Government Obligations (1.2%)
**U.S. Treasury Bill 5.835% 6/08/95                              1,500          1,484
                                                                             --------
Total Short-Term Obligations
(Amortized cost $17,476)                                                       17,476

Total Investments (98.2%)
(Cost basis $100,035)                                                         122,160
Other Assets, Less Liabilities (1.8%)                                           2,270
                                                                             --------
Total Net Assets (100.0%)                                                    $124,430
                                                                             ========
<FN>
*Non-income producing.
**Security was pledged to cover margin requirements for open futures contracts.
<PAGE>
Futures contracts which were open at March 31, 1995 were as follows:
                                                                      Unrealized
                          Number of       Contract                          Gain
Type                      Contracts          Value     Expiration     at 3/31/95
- ----                       --------        -------      ---------       --------
Standard & Poor's
500 Index (Long)                 20         $5,044     June, 1995           $161
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
Growth Stock Fund
Investments as of March 31, 1995
(Dollar Amounts In Thousands)
(Unaudited)
<CAPTION>
                                                                Number         Market
Equity-Related Securities (95.7%)                            of Shares          Value
<S>                                                          <C>               <C>   
Common Stocks (94.5%)

Banks (1.8%)
Fifth Third Bancorp                                            108,000        $ 5,589

Business Services (1.6%)
First Data Corporation                                         100,000          5,188

Chemicals (0.6%)
Hercules Inc.                                                   40,000          1,865

Computer Software (4.4%)
*Microsoft Corporation                                         175,000         12,447
*Oracle Systems Corp.                                           52,500          1,641
                                                                              -------
                                                                               14,088
Consumer-Related (14.0%)
*Autozone, Inc.                                                125,000          3,109
*CUC International Inc.                                        100,000          3,888
Duracell International Inc.                                    160,000          7,160
The Gillette Company                                           175,000         14,284
*Kohl's Corporation                                            110,000          4,868
The Loewen Group Inc.                                           50,000          1,362
The Proctor & Gamble Co.                                       150,000          9,938
                                                                              -------
                                                                               44,609
Distribution-Retail (8.2%)
Albertson's Inc.                                               260,000          8,385
*Barnes & Noble, Inc.                                          100,000          3,037
The Home Depot, Inc.                                           333,333         14,750
                                                                              -------
                                                                               26,172
<PAGE>
Distribution-Wholesale (2.5%)
Sysco Corporation                                              300,000          7,875

Electrical Equipment (6.8%)
General Electric Company                                       225,000         12,178
*Thermo Electron Corp.                                         100,000          5,088
Whirlpool Corporation                                           80,000          4,380
                                                                              -------
                                                                               21,646
Energy (0.7%)
*Renaissance Energy                                            100,000          2,085

Financial Services (8.1%)
Federal National Mortgage Association                          100,000          8,138
First Financial Management Corporation                         140,000         10,115
Green Tree Acceptance Inc.                                     180,000          7,380
                                                                              -------
                                                                               25,633
Food, Beverage & Tobacco (4.7%)
The Coca Cola Company                                          150,000          8,475
*Nabisco Holdings Corp.                                         50,000          1,431
PepsiCo, Inc.                                                  125,000          4,875
                                                                              -------
                                                                               14,781
Health Care (8.2%)
Abbott Laboratories                                            225,000          8,016
*Elan Corp. Plc ADRs                                            40,000          1,490
Johnson & Johnson                                              125,000          7,438
**Roche Holdings Ltd. ADSs                                     100,000          5,808
Growth Stock Fund Continued
<PAGE>
<CAPTION>
                                                                Number         Market
                                                             of Shares          Value
<S>                                                            <C>             <C>   
Health Care (continued)
United Healthcare                                               75,000       $  3,506
                                                                             --------
                                                                               26,258
Insurance (5.8%)
American International Group, Inc.                              75,000          7,819
GEICO Corporation                                              175,000          8,816
*The Travelers                                                  50,000          1,931
                                                                             --------
                                                                               18,566
Leisure & Entertainment (3.9%)
Carnival Cruise Lines Inc.                                     300,000          7,013
Disney (Walt) Co.                                              100,000          5,337
                                                                             --------
                                                                               12,350
Media (1.0%)
*Viacom International Incorporated, Class B                     75,000          3,356

Medical Supplies (2.8%)
Medtronic, Inc.                                                126,000          8,741

Mining (2.0%)
*Barrick Gold Corp.                                            250,000          6,250

Restaurants (1.9%)
McDonalds Corporation                                          175,000          5,972

Rubber, Plastic & Related (1.9%)
Illinois Tool Works Inc.                                       125,000          6,109

Services (1.2%)
Cintas Corp.                                                   100,000          3,750

Technology Services (3.0%)
*Cisco Systems, Inc.                                           109,400          4,171
General Motors Corp. Series E-1                                140,000          5,443
                                                                             --------
                                                                                9,614
<PAGE>
Telecommunications (8.2%)
American Telephone and Telegraph Company                       175,000          9,056
Hong Kong Telecommunications Ltd. ADRs                         125,000          2,437
LM Ericsson Telecommunications ADRs Class B                     85,000          5,254
Motorola, Inc.                                                 170,000          9,286
                                                                             --------
                                                                               26,033
Utilities (1.2%)
China Light and Power ADRs                                     800,000          3,880
                                                                             --------
Total Common Stocks
(Cost $212,071)                                                               300,410

Preferred Stock (1.2%)

Electronics (1.2%)
Nokia Corp. ADSs (Cost $3,716)                                  50,000          3,675


Total Equity-Related Securities (Cost $215,790)                               304,085
<PAGE>
<CAPTION>
                                                             Principal
Short-Term Obligations (3.3%)                                   Amount
<S>                                                            <C>             <C>   
Commercial Paper (3.3%)
UBS Financial 6.250% 4/03/95
(Amortized cost $10,727)                                       $10,730         10,727
<CAPTION>
Growth Stock Fund Continued
                                                                               Market
                                                                                Value
<S>                                                            <C>             <C>   
Total Investments (99.0%)
(Cost basis $226,514)                                                        $314,812
Other Assets, Less Liabilities (1.0%)                                           3,065
                                                                             --------
Total Net Assets (100.0%)                                                    $317,877
                                                                             ========
<FN>
*Non-income producing.
**This security is subject to contractual or legal restrictions on its resale.
At March 31, 1995, the aggregate value of this security represented 1.8% of net assets.

See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
Special Fund
Investments as of March 31, 1995
(Dollar Amounts In Thousands)
(Unaudited)
<CAPTION>
                                                               Number          Market
Common Stocks (94.4%)                                        of Shares          Value
<S>                                                            <C>             <C>   
Automotive (3.9%)
Superior Industries International, Inc.                      1,356,000       $ 34,578
Mark IV Industries                                             600,000         12,300
                                                                             --------
                                                                               46,878
Banks (5.5%)
First Fidelity Bancorporation                                  400,000         19,800
First Interstate Bancorp                                       308,000         24,332
Wilmington Trust Company                                       529,500         12,840
Westpac Banking Corporation ADRs                               475,000          8,313
                                                                             --------
                                                                               65,285
Broadcasting (0.2%)
Grupo Radio Centro, S.A. de C.V. ADSs                          337,500          2,616

Business Services (10.5%)
Alco Standard Corporation                                      355,000         25,738
*Interim Service Inc.                                          705,000         20,974
The Interpublic Group of Companies Inc.                        810,000         30,274
The Olsten Corporation                                       1,111,400         39,038
Unitog Company                                                 488,850          8,799
                                                                             --------
                                                                              124,823
Chemicals (2.7%)
Reliance Industries GDS                                        100,000          1,600
**Reliance Industries GDS                                      660,000         10,560
Shanghai Petrochemical Company Limited ADRs                    700,000         20,650
                                                                             --------
                                                                               32,810
Conglomerates (0.8%)
*Grupo Carso S.A. de C.V.                                    2,215,000          9,665

Consumer-Related (5.4%)
*Brinker International, Inc.                                   850,000         14,131
Harley-Davidson, Inc.                                        1,162,000         27,888
Sunbeam                                                        655,500         14,995
*Quilmes Industrial                                            457,000          7,541
                                                                             --------
                                                                               64,555
Electrical Equipment (2.0%)
*Littlefuse, Inc.
   Common                                                      635,000         18,097
   Warrants                                                    293,600          6,019
                                                                             --------
                                                                               24,116
<PAGE>
Electronics & Instrumentation (2.0%)
Molex Inc. Class A                                             719,062         24,268

Energy & Related Services (7.3%)
Burlington Resources Inc.                                      622,400         25,363
Cross Timbers Oil Company                                      870,000         12,180
 *
** Renaissance Energy Ltd.                                      40,000            830
*Renaissance Energy                                            845,000         17,620
Southwestern Energy Company                                  1,155,000         17,325
*Weatherford International Incorporated                      1,290,600         13,551
                                                                             --------
                                                                               86,869
Financial Services (8.0%)
The Allstate Corporation                                     1,003,000         28,836
American Express Co.                                           400,000         13,950
*National Mutual Asia Ltd.                                  26,350,000         16,273
<PAGE>
<CAPTION>
Special Fund Continued
                                                               Number          Market
                                                             of Shares          Value
<S>                                                          <C>           <C>       
Financial Services (continued)
The Progressive Corporation                                    592,300     $   24,062
*20th Century Industries                                     1,088,000         12,784
                                                                            ---------
                                                                               95,905
Health Care (8.5%)
*Boston Scientific                                           1,958,000         48,216
Invacare Corp.                                                 445,000         15,686
*Ligand Pharmaceutical Incorporated Class B                    621,243          4,193
Stryker Corporation                                            369,800         16,918
Sunrise Medical, Inc.                                          445,300         15,919
                                                                            ---------
                                                                              100,932
Industrial Products (3.8%)
Carlisle Corp.                                                 360,100         13,234
Hon Industries                                                 558,000         15,066
Stewart & Stevenson Services, Inc.                             470,000         16,568
                                                                            ---------
                                                                               44,868
Media (3.1%)
*International Family Entertainment, Inc. Class B                             623,9009,592
*Scandinavian Broadcasting                                     530,000         12,190
*Viacom International Incorporated, Class B                    343,500         15,372
                                                                            ---------
                                                                               37,154
Real Estate (2.2%)
The Newhall Land and Farming Company                           982,100         14,486
The Town and Country Trust Class A                             837,000         11,300
                                                                            ---------
                                                                               25,786
Retail (9.3%)
*Bombay Co. Inc.                                             1,565,000         14,281
**Hornbach Baumarket Bearer Shares                              24,000         14,031
Office Max                                                     500,800         12,833
*Proffitt's Inc.                                               625,700         15,251
*Revco D.S., Inc.                                            1,626,965         37,420
*Zale Corp.                                                  1,437,200         16,887
                                                                            ---------
                                                                              110,703
<PAGE>
Rubber, Plastics and Related Products (1.5%)
Goodyear Tire & Rubber Company                                 500,000         18,375

Specialty Chemicals (7.2%)
Crompton & Knowles Corporation                                 784,500         13,140
*Lydall, Inc.                                                  427,000         14,411
Minerals Technology Corp. Class A                              594,200         19,163
OM Group, Inc.                                                 633,000         15,825
A. Schulman, Inc.                                              775,937         23,056
                                                                            ---------
                                                                               85,595
Textiles & Apparel (3.9%)
Burlington Industries                                        1,450,000         16,494
Unifi, Inc.                                                  1,118,475         30,199
                                                                            ---------
                                                                               46,693
Telecommunications (6.6%)
*Airtouch Communications                                       879,500         23,966
*Cellular Communications Inc., Series A                        280,000         13,370
*LDDS Communications                                           800,000         18,700
*LIN Broadcasting Corp.                                        123,000         14,975
*PriCellular                                                 1,000,000          7,125
                                                                            ---------
                                                                               78,136
                                                                            ---------
<PAGE>
<CAPTION>
Special Fund Continued
                                                             Principal         Market
                                                                Amount          Value
<S>                                                         <C>            <C>       
Total Common Stocks
(Cost $927,873)                                                            $1,126,032

Bond (0.9%)
Young Broadcasting Inc. 11.750% 11/15/04
(Cost $10,083)                                                 $10,000         10,725

Short-Term Obligations (4.8%)

Commercial Paper (4.8%)
Countrywide Funding 6.110% 4/05/1995                            30,000         29,980
UBS Financial 6.250% 4/03/1995                                  28,000         27,990
                                                                            ---------
Total Short-Term Obligations
(Amortized cost $57,970)                                                       57,970

Total Investments (100.1%)
(Cost basis $995,926)                                                       1,194,727
Other Assets, Less Liabilities (-0.1%)                                        (1,421)
                                                                            ---------
Total Net Assets (100.0%)                                                  $1,193,306
                                                                            =========
<FN>
*Non-income producing.
**These securities are subject to contractual or legal restrictions on their resale.
At March 31, 1995, the value of these securities represented 2.1% of net assets.

See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
Special Venture Fund
Investments as of March 31, 1995
(Dollar Amounts In Thousands)
(Unaudited)
<CAPTION>
                                                               Number          Market
Common Stocks (87.8%)                                        of Shares          Value
<S>                                                            <C>             <C>   
Automotive (5.5%)
*Tower Automotive                                               89,000         $  745
Superior Inds. International Inc.                               46,000          1,173
                                                                               ------
                                                                                1,918
Business Services (12.8%)
*Corrpro Companies Inc.                                         59,000          1,003
G & K Services Class A                                          61,000          1,129
*Interim Services Inc.                                          38,000          1,130
*Keane Inc.                                                     47,000          1,140
                                                                               ------
                                                                                4,402
Consumer-Related (1.3%)
Northland Cranberries Inc.                                      27,000            439

Electrical Equipment (1.7%)
*Littlefuse, Inc.                                               20,000            570

Electronics (8.2%)
ACT Manufacturing                                               27,000            385
*Kent Electronics Corp.                                         27,000            796
*Sheldahl Co.                                                   38,000            456
Woodhead Inds. Inc.                                             32,000            640
*Zytec Corp                                                     74,500            577
                                                                               ------
                                                                                2,854
Energy & Related Services (7.5%)
*Alexander Energy Corp.                                        111,000            583
Cross Timbers Oil Company                                       47,000            658
*Renaissance Energy Ltd.                                        32,000            667
Vintage Petroleum, Inc.                                         35,000            696
                                                                               ------
                                                                                2,604
Health & Personal Care (1.9%)
Arjo                                                            40,000            657

Health Services & Equipment (12.1%)
*Boston Scientific                                              51,000          1,256
Invacare Corp.                                                  32,000          1,128
*Patterson Dental                                               51,000          1,275
Stryker Corp                                                    11,000            503
                                                                               ------
                                                                                4,162
<PAGE>
Industrial Products (3.5%)
*Featherlite Manufacturing.                                     36,000            351
Hon Industries Inc.                                             32,000            864
                                                                               ------
                                                                                1,215
Insurance (5.0%)
*National Mutual Asia Ltd.                                   1,400,000            865
*Triad Guaranty Inc.                                            54,000            850
                                                                               ------
                                                                                1,715
Media (3.6%)
*Scandinavian Broadcasting                                      21,000            483
*Young Broadcasting Inc.                                        33,800            752
                                                                               ------
                                                                                1,235
<PAGE>
<CAPTION>
Special Venture Fund Continued
                                                                Number         Market
                                                             of Shares          Value
<S>                                                          <C>               <C>   
Retail (8.4%)
*Proffitt's Inc.                                                32,000        $   780
*Revco D.S., Inc.                                               26,000            598
*Ultimate Electric, Inc.                                        70,000            647
*Zale Corp                                                      73,000            858
                                                                              -------
                                                                                2,883
Specialty Chemicals (11.7%)
Crompton & Knowles Corporation                                  47,000            787
Minerals Technology Corp Class A                                30,500            984
OM Group Inc.                                                   46,000          1,150
A. Schulman Inc.                                                37,000          1,128
                                                                              -------
                                                                                4,049
Telecommunications (4.6%)
*ABC Communication Holdings Ltd.                               580,000            150
Allen Group                                                     33,000            817
Palmer Wireless Inc.                                            43,600            627
                                                                              -------
                                                                                1,594
                                                                              -------
Total Common Stocks (Cost $28,783)                                             30,297
<PAGE>
<CAPTION>
                                                             Principal
Short-Term Obligations (15.0%)                                  Amount
<S>                                                            <C>             <C>   
Commercial Paper (15.0%)
Countrywide Funding 6.110% 4/05/95                              $1,500          1,499
Exxon Imperial 6.400% 4/03/95                                    1,010          1,010
General Motors Acceptance 6.050% 4/04/95                         1,315          1,314
Lehman Brothers Holdings 6.400% 4/03/95                          1,370          1,370
                                                                              -------
Total Short-Term Obligations
(Amortized cost $5,193)                                                         5,193

Total Investments (102.8%)
(Cost basis $33,976)                                                           35,490
Other Assets, Less Liabilities (-2.8%)                                          (978)
                                                                              -------
Total Net Assets (100.0%)                                                     $34,512
                                                                              =======
<FN>
*Non-income producing.

See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
Capital Opportunities Fund
Investments as of March 31, 1995
(Dollar Amounts In Thousands)
(Unaudited)
<CAPTION>
                                                                Number         Market
Equity-Related Securities (83.7%)                            of Shares          Value
<S>                                                          <C>             <C>     
Common Stocks (78.7%)

Business Services (11.6%)
Danka Business Systems Plc ADRs                                160,000        $ 4,200
First Financial Management Corporation                          35,000          2,529
*Gartner Group, Inc.                                           180,000          7,740
Paychex, Inc.                                                   90,000          4,140
Sensormatic Electronics Corporation                            150,000          4,200
                                                                              -------
                                                                               22,809
Consumer Products (3.2%)
*Authentic Fitness Corporation                                 200,000          3,200
Thomas Nelson, Inc.                                            156,250          3,086
                                                                              -------
                                                                                6,286
Financial Services (6.7%)
CWM Mortgage Holdings, Inc.                                     50,000            525
*Credit Acceptance Corporation                                 100,000          2,200
Foothill Group, Inc.                                           160,000          3,180
Green Tree Financial Corporation                               180,000          7,380
                                                                              -------
                                                                               13,285
Health Care (12.2%)
*IDEXX Laboratories, Inc.                                      110,000          4,565
*Medaphis Corporation                                           95,000          5,985
Omnicare, Inc.                                                  40,000          2,100
*PhyCor Inc.                                                   180,000          6,165
*Value Health, Inc.                                            140,000          5,355
                                                                              -------
                                                                               24,170
Industrial Products (5.3%)
*Gentex Corporation                                            200,000          4,200
Greenfield Industries, Inc.                                    120,000          3,390
Superior Industries International, Inc.                        115,000          2,932
                                                                              -------
                                                                               10,522
<PAGE>
Leisure & Entertainment (10.2%)
Carnival Cruise Lines, Inc.                                    150,000          3,506
*Clear Channel Communications, Inc.                             90,000          5,355
*Hospitality Franchise Systems, Inc.                            45,000          1,440
LaQuinta Inns, Inc.                                            200,000          5,425
*Prime Hospitality Corp.                                       120,000          1,260
Royal Caribbean Cruises, Ltd.                                  120,000          3,135
                                                                              -------
                                                                               20,121
Restaurants (4.8%)
*Brinker International, Inc.                                   150,000          2,494
Morrison Restaurants Inc. and Subsidiaries                     100,000          2,200
*Outback Steakhouse, Inc.                                      120,000          3,045
*Papa John's International, Inc.                                50,000          1,788
                                                                              -------
                                                                                9,527
Specialty Retailing (8.7%)
*Autozone, Inc.                                                170,000          4,229
*Baby Superstore, Inc.                                          70,000          2,748
*The Gymboree Corporation                                      120,000          3,045
*Kohl's Corporation                                             70,000          3,097
Lowe's Companies, Inc.                                          90,000          3,105
<PAGE>
<CAPTION>
Capital Opportunities Fund Continued
                                                                Number         Market
                                                             of Shares          Value
<S>                                                          <C>             <C>     
Specialty Retailing (continued)
*Starbucks Corporation                                          40,000       $    960
                                                                             --------
                                                                               17,184
Technology (16.0%)
*ADC Telecommunications Inc.                                   160,000          4,720
*Atmel Corporation                                              40,000          1,545
*Atria Software, Inc.                                           75,000          3,562
*Cascade Communications Corp.                                   15,000          1,035
*Chipcom Corp.                                                 100,000          3,775
*Digital Link Corporation                                      120,000          3,690
*StrataCom, Inc.                                                60,000          2,580
*Synopsys, Inc.                                                 75,000          3,581
*Tellabs, Inc.                                                 120,000          6,990
                                                                             --------
                                                                               31,478
                                                                             --------
Total Common Stocks (Cost $112,680)                                           155,382
<PAGE>
<CAPTION>
                                                             Principal
Convertible Subordinated Debentures (5.0%)                      Amount
<S>                                                            <C>             <C>   
Health Care Services (0.5%)
Quantum Health Resources, Inc. 4.750% 10/01/00                  $1,000            858

Industrial Products (2.1%)
TriMas Corporation 5.000% 8/01/03                                4,000          4,190

Leisure & Entertainment (1.0%)
Carnival Cruise Lines, Inc. 4.500% 7/01/97                       1,500          2,038

Specialty Retailing (1.4%)
Starbucks Corporation 4.500% 8/01/03                             3,000          2,775
                                                                             --------
Total Convertible Subordinated Debentures (Cost $9,451)                         9,861

Total Equity-Related Securities (Cost $122,131)                               165,243

Short-Term Obligations (15.4%)

Commercial Paper (15.4%)
Countrywide Funding Corporation 6.100% 4/05/95                   6,325          6,321
Fleet Mortgage Corporation 6.230% 4/07/95                        8,135          8,127
KFW International Financial Inc. 6.100% 4/03/95                  8,000          7,997
Lehman Brothers Holding Company 6.150% 4/06/95                   8,030          8,023
                                                                             --------
Total Short-Term Obligations
(Amortized cost $30,468)                                                       30,468

Total Investments (99.1%)
(Cost basis $152,599)                                                         195,711
Other Assets, Less Liabilities (0.9%)                                           1,808
                                                                             --------
Total Net Assets (100.0%)                                                    $197,519
                                                                             ========
<FN>
*Non-income producing.

See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
International Fund
Investments as of March 31, 1995
(Dollar Amounts In Thousands)
(Unaudited)
<CAPTION>
                                                               Number          Market
Equity-Related Securities (93.1%)                            of Shares          Value
<S>                                                          <C>             <C>     
Common Stocks (92.6%)

Argentina (3.1%)
Telecom Argentina GDSs                                          29,500         $1,276
YPF Sociedad Anonima Sponsored ADRs                             50,000            950
                                                                               ------
                                                                                2,226
Australia (3.2%)
Burns-Philip & Co.                                             816,864          1,917
*Peptide Technology                                            261,000            115
*Southern Pacific Petroleum ADRs                               118,000             77
*Werrie Gold                                                   366,000            174
                                                                               ------
                                                                                2,283
Austria (1.1%)
Austria Mikro Systems International AG                           5,000            470
BWT (New Shares)                                                 2,100            289
                                                                               ------
                                                                                  759
Belgium (1.1%)
Generale de Banque                                               2,530            754

Denmark (1.5%)
International Service System (B Shares)                         40,000          1,091

Finland (4.2%)
Enso - Gutzeit (Ordinary R Shares)                             190,000          1,467
*Kemira Oy                                                      47,000            366
Metsa - Serla Oy (B Shares)                                     32,500          1,202
                                                                               ------
                                                                                3,035
<PAGE>
France (3.3%)
*CNIM                                                            3,525            170
CSEE                                                             3,000            194
Europe 1 Communications                                          1,200            332
*M6 - Metropole Television                                       3,000            198
*Moulinex                                                       20,000            490
Total Petroles Class B                                          17,251          1,032
                                                                               ------
                                                                                2,416
Germany (8.2%)
*Agiv AG                                                         3,300          1,102
Fresenius AG New Shares                                            680            422
Henkel KGAA                                                      4,000          1,507
Mannesmann AG                                                    5,600          1,459
Veba                                                             4,000          1,459
                                                                               ------
                                                                                5,949
Hong Kong (7.6%)
Companion Building                                           1,436,000            292
Dairy Farm International                                       891,837          1,142
Guangdong Investment Ltd.                                      410,000            199
Hong Kong & China Gas Co.                                      710,000           1267
International Bank of Asia                                     800,000            326
National Mutual Asia Ltd.                                      386,000            238
Oriental Press                                                 506,000            216
World Houseware Holdings                                     1,006,400            212
Yizheng Chemical Fibre Company                               4,464,000          1,588
                                                                               ------
                                                                                5,480

<PAGE>
<CAPTION>
International Fund Continued
                                                               Number          Market
                                                             of Shares          Value
<S>                                                          <C>             <C>     
Indonesia (0.8%)
*Duta Anggada Realty                                           151,666        $    97
PT Dharmala Initland (Foreign Shares)                          213,000            128
Panin Bank (Foreign Shares)                                    135,000            172
Summarecon (Foreign Shares)                                    144,690            152
                                                                              -------
                                                                                  549
Italy (2.2%)
Telecom Italia (Savings Shares)                                846,000          1,580

Japan (23.7%)
Amano Corp.                                                     87,000          1,188
Canon Inc.                                                      70,000          1,159
*DDI                                                                62            538
Hitachi                                                         90,000            938
Ito Yokado                                                      27,000          1,344
*JVC (Victor Co. of Japan)                                      91,000          1,022
*Kokusai Securities                                             39,000            506
Kuraya Corp.                                                    45,600            755
Matsushita Electric Industrial                                  90,000          1,458
Mr. Max Corp.                                                   59,400          1,306
Promise Co.                                                     42,000          1,842
Sharp Corp.                                                     70,000          1,142
Sony Corp.                                                      25,000          1,259
Suzuki Motor                                                   125,000          1,344
Tokyo Style                                                     55,000            885
*Wako Securities                                                71,000            494
                                                                              -------
                                                                               17,180
<PAGE>
Malaysia (2.3%)
Arab-Malaysian Finance
   Foreign Registered Shares                                    66,666            200
   ICULS                                                        66,666             30
Associated Koalin Industries                                    54,000            205
*Berjaya Sports                                                 85,000             81
Hume Industries                                                 50,000            205
*Kim Hin Industry Berhad                                        35,000            170
Land and General Holdings                                       82,500            252
Sungei Way Holdings                                             87,500            352
*Time Engineering                                               85,000            198
                                                                              -------
                                                                                1,693
Mexico (2.3%)
*Grupo Carso Series A1                                          90,000            393
*Groupo Iusacell "L" ADRs                                       34,000            404
*Grupo Situr Series BCP                                        839,000            316
Tolmex S.A. De C.V. Series B2                                  181,600            422
*Transportation Maritima Mexicana ADRs                          19,000            109
                                                                              -------
                                                                                1,644
Netherlands (4.9%)
Fortis AMEV                                                     30,000          1,453
*IHC Caland N.V.                                                11,800            295
KPN                                                             39,000          1,392
Sphinx Kon CVA                                                  12,443            415
                                                                              -------
                                                                                3,555
New Zealand (5.1%)
Brierley Investment Ltd. Ord. Shares                         2,024,884          1,426
<PAGE>
<CAPTION>
International Fund Continued
                                                               Number          Market
                                                             of Shares          Value
<S>                                                          <C>             <C>     
New Zealand (continued)
Fletcher Challenge Ltd. Ord. Shares                            279,000        $   661
Lion Nathan Ltd. Ord. Shares                                   800,000          1,590
                                                                              -------
                                                                                3,677
Norway (1.9%)
*Petroleum Geo Services                                         15,625            350
*Saga Petroleum A Free                                          80,000          1,057
                                                                              -------
                                                                                1,407
Panama (1.3%)
Bladex ADRs                                                     37,000            944

Russia (0.8%)
*Fleming Russia Securities Fund                                128,000            576

Singapore (3.2%)
*Jardine Matheson Holdings Ltd.                                215,902          1,943
*Super Coffeemix                                               330,000            154
*United Overseas Bank Foreign Registered Shares                 24,000            238
                                                                              -------
                                                                                2,335
South Africa (1.8%)
Iscor                                                        1,041,001          1,319

Sweden (3.5%)
Arjo                                                            19,200            315
Astra AB Series B                                               70,700          1,837
*Sintercas Series A Free Shares                                 12,960            352
                                                                              -------
                                                                                2,504
<PAGE>
Switzerland (0.8%)
*AFG Arbonia Forster                                                13             15
Danzas Holding Registered Shares                                   280            247
*Sarna Kunststroff Werte Registered D Shares                       280            341
                                                                              -------
                                                                                  603
Thailand (0.7%)
Krung Thai Bank (Local Shares)                                 100,000            282
Sino Thai Engineering & Construction                            16,000            199
                                                                              -------
                                                                                  481
United Kingdom (4.0%)
Act Group Plc                                                  169,000            303
*Helene of London Plc                                          820,000            294
Intrum Justitia Plc                                            305,000            373
Lasmo Plc                                                      382,000          1,008
Powerscreen International Plc                                   90,000            367
Transtec Plc                                                   680,000            576
                                                                              -------
                                                                                2,921

Misc. (0.0%)                                                                       20
                                                                              -------
Total Common Stocks (Cost $70,218)                                             66,981

Preferred Stock (0.5%)

Germany (0.5%)
Jil Sander DEM 50 (Cost $352)                                      570            364


Total Equity-Related Securities (Cost $70,571)                                 67,345
<PAGE>
International Fund Continued
<CAPTION>
                                                             Principal         Market
                                                                Amount          Value
Bonds and Notes (4.4%)                                                
<S>                                                          <C>             <C>     
Argentina (1.3%)
Republic of Argentina 4.250% 3/31/23                          2,350USD        $   963

Italy (1.8%)
IMI Bank International Zero Coupon
   (Effective rate 11.586%) 6/13/06                       8,000,000ITL          1,264

New Zealand (1.3%)
New Zealand Treasury Bonds 8.000% 4/15/04                     1,450NZD            946
                                                                              -------
Total Bonds and Notes (Cost $3,322)                                             3,173
   
Short-Term Obligations (3.9%)

Mexico (1.5%)
Government Agency Obligations (1.5%)
Mexican Cete 29.711% 4/06/95                              3,499,200MXN            519
Mexican Tesobono 17.000% 11/30/95                           $  650,000            584
                                                                              -------
                                                                                1,103
United States (2.4%)
Government Agency Obligations (2.4%)
Federal Home Loan Mortgage Corp. 6.043% 4/18/95             $1,000,000            997
Federal National Mortgage Association 
   5.971% 04/18/95                                          $  750,000            749
                                                                              -------
                                                                                1,746
                                                                              -------
Total Short-Term Obligations
(Amortized cost $2,972)                                                         2,849

Total Investments (101.4%)
(Cost basis $76,864)                                                           73,367

Other Assets (-1.4%)
Foreign Currencies (Cost $160)                                                    162
Other Assets, Less Liabilities                                                (1,185)
                                                                              -------
Total Net Assets (100.0%)                                                     $72,344
                                                                              =======
<FN>
*Non-income producing.

See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
Balance Sheets 
March 31, 1995
(All Amounts In Thousands)
(Unaudited)
<CAPTION>
                                                  Total                   Growth                  Special     Capital
                                                 Return       Prime        Stock     Special      Venture     Opport.      Intern.
                                                   Fund    Equities         Fund        Fund         Fund        Fund         Fund
                                               --------    --------     --------    --------     --------    --------     --------
<S>                                            <C>         <C>          <C>       <C>            <C>        <C>           <C>     
Assets
Investments, at market value                   $214,766    $122,160     $314,812  $1,194,727      $35,490    $195,711      $73,367
Receivable for investments and currencies sold    2,550       5,890        2,957      10,316        2,363       2,165        3,950
Receivable for fund shares sold                      56          66          112         868          216         435           25
Dividends and interest receivable                 1,718         214          429         695            7         129          264
Cash and other assets                               302         237          380         680           48         479          536
                                              ---------   ---------    ---------  ----------     --------   ---------     --------
   Total Assets                                $219,392    $128,567     $318,690  $1,207,286      $38,124    $198,919      $78,142
                                               ========    ========     ========   =========      =======    ========      =======
Liabilities
Payable for investments and 
   currencies purchased                        $     --    $  3,963     $     -- $    11,936      $ 3,518    $    937      $ 4,555
   
Payable to investment adviser and 
   transfer agent                                   136          84          236         914           71         149          105
Other liabilities                                   432          90          577       1,130           23         314        1,138
                                              ---------   ---------    ---------  ----------     --------   ---------     --------
   Total Liabilities                                568       4,137          813      13,980        3,612       1,400        5,798
                                              ---------   ---------    ---------  ----------     --------   ---------     --------
Capital
Paid-in capital                                 194,127     100,464      226,306     963,792       32,338     149,447       77,618
Net unrealized appreciation (depreciation) of  
   investments and foreign currencies            26,175      22,286       88,298     198,801        1,514      43,112      (4,367)
Accumulated undistributed net 
   investment income                                751         199          408       1,528           --         205          (8)
Accumulated undistributed net realized gains 
   (losses) on investments and foreign 
   currency transactions                        (2,229)       1,481        2,865      29,185          660       4,755        (899)
                                              ---------   ---------    ---------  ----------     --------   ---------     --------
   Total Capital (Net Assets)                   218,824     124,430      317,877   1,193,306       34,512     197,519       72,344
                                              ---------   ---------    ---------  ----------     --------   ---------     --------
   Total Liabilities and Capital               $219,392    $128,567     $318,690  $1,207,286      $38,124    $198,919      $78,142
                                               ========    ========     ========   =========      =======    ========      =======
Shares Outstanding (Unlimited 
   Number Authorized)                             8,629       8,645       14,606      52,589        3,143       5,643        7,750
                                               ========    ========     ========   =========      =======    ========      =======
Net Asset Value (Capital) Per Share            $  25.36    $  14.39    $   21.76 $     22.69      $ 10.98   $   35.00      $  9.33
                                               ========    ========     ========   =========      =======    ========      =======
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
Statement of Operations 
for the Six Months Ended
March 31, 1995
(All Amounts In Thousands)
(Unaudited)
<CAPTION>
                                                  Total                   Growth                  Special     Capital             
                                                 Return       Prime        Stock     Special      Venture     Opport.      Intern.
                                                   Fund    Equities         Fund        Fund        Fund*        Fund         Fund
                                                -------    --------      -------     -------      -------    --------      -------
<S>                                             <C>         <C>          <C>         <C>          <C>        <C>           <C>    
Investment Income
Dividends                                       $ 3,661      $1,009      $ 2,058     $ 6,016       $   50     $   247      $   407
Interest                                          3,324         381          506       3,216          106         837          339
                                                 ------      ------      -------     -------       ------     -------      -------
                                                  6,985       1,390        2,564       9,232          156       1,084          746
Foreign taxes withheld                               --          --           --          --           --          --         (41)
                                                 ------      ------      -------     -------       ------     -------      -------
   Total Investment Income                        6,985       1,390        2,564       9,232          156       1,084          705
                                                 ------      ------      -------     -------       ------     -------      -------
Expenses
Management fees                                     608         362        1,151       4,465           80         656          361
Transfer agent fees                                 144          91          164         756           19         119           33
Custodian fees                                        9           5            9          39            9           6           56
SEC and state registration fees                      15          14           13          40            1          15           19
Accounting fees                                       5           4            5           8           11           5           13
Trustees' fees                                        6           6            8          14            3           6            3
Amortization of organization expenses                --          --           --          --            8          --           16
Other                                               129          71          128         341           35          17           96
                                                 ------      ------      -------     -------       ------     -------      -------
                                                    916         553        1,478       5,663          166         824          597
Reimbursement of expenses by investment advisor      --          --           --          --         (55)          --           --
                                                 ------      ------      -------     -------       ------     -------      -------
   Total Expenses                                   916         553        1,478       5,663          111         824          597
                                                 ------      ------      -------     -------       ------     -------      -------
   Net Investment Income                          6,069         837        1,086       3,569           45         260          108
                                                 ------      ------      -------     -------       ------     -------      -------
<PAGE>
Realized and Unrealized Gains (Losses) 
   on Investments and Foreign Currency Transactions
Net realized gains (losses) 
   on investments                               (2,242)       2,122        7,127      37,346          742       9,989        (752)
Net realized gains on foreign 
   currency transactions                             --          --           --          --           --          --           18
Net realized gains on futures transactions           --         126           --       2,536           --          --           --
Net change in unrealized appreciation or 
   depreciation of investments and foreign 
   currency transactions                            368       1,840       11,982    (10,843)        1,515       8,100      (7,137)
                                                 ------      ------      -------     -------       ------     -------      -------
   Net Gains (Losses) on Investments and 
     Foreign Currency Transactions              (1,874)       4,088       19,109      29,039        2,257      18,089      (7,871)
                                                 ------      ------      -------     -------       ------     -------      -------
Net Increase (Decrease) in Net Assets 
   Resulting from Operations                    $ 4,195      $4,925      $20,195     $32,608       $2,302     $18,349     $(7,763)
                                                 ======      ======      =======     =======       ======     =======      =======
<FN>
*From commencement of operations on October 17, 1994.

See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
Statements of Changes in Net Assets
for the Year Ended September 30, 1994
and Six Months Ended March 31, 1995
(All Amounts In Thousands)
(Unaudited)
<CAPTION>
                                                               Total Return Fund        Prime Equities           Growth Stock Fund
                                                               1994         1995        1994         1995        1994         1995
<S>                                                        <C>          <C>         <C>          <C>         <C>          <C>     
Operations
Net investment income                                      $ 10,292     $  6,069    $  1,365     $    837    $  1,726     $  1,086
Net realized gains (losses) on investments                    2,616      (2,242)       4,432        2,248      39,191        7,127
Net change in unrealized appreciation or
   depreciation of investments                             (12,214)          368     (1,368)        1,840    (33,109)       11,982
                                                           --------     --------    --------     --------    --------     --------
   Net Increase in Net Assets Resulting 
     from Operations                                            694        4,195       4,429        4,925       7,808       20,195
                                                           --------     --------    --------     --------    --------     --------
Distributions To Shareholders
Dividends from net investment income                        (9,985)      (5,656)     (1,246)      (1,033)     (1,725)      (1,950)
Capital gain distributions                                  (5,841)      (2,424)     (5,029)      (5,015)    (24,671)     (39,914)
                                                           --------     --------    --------     --------    --------     --------
   Total Distributions to Shareholders                     (15,826)      (8,080)     (6,275)      (6,048)    (26,396)     (41,864)
                                                           --------     --------    --------     --------    --------     --------
Share Transactions
Subscriptions to fund shares                                 51,989       13,514      49,000       15,390      48,719       19,739
Investment income dividends reinvested                        7,805        4,494       1,044          873       1,458        1,611
Capital gain distributions reinvested                         5,123        2,142       4,618        4,619      22,247       35,003
Redemptions of fund shares                                 (42,803)     (26,715)    (23,501)     (25,009)   (106,255)     (38,309)
                                                           --------     --------    --------     --------    --------     --------
   Net Increase (Decrease) from Share Transactions           22,114      (6,565)      31,161      (4,127)    (33,831)       18,044
                                                           --------     --------    --------     --------    --------     --------
   Net Increase (Decrease) in Net Assets                      6,982     (10,450)      29,315      (5,250)    (52,419)      (3,625)
Total Net Assets 
Beginning of period                                         222,292      229,274     100,365      129,680     373,921      321,502
                                                           --------     --------    --------     --------    --------     --------
End of period                                              $229,274     $218,824    $129,680     $124,430    $321,502     $317,877
                                                           ========     ========    ========     ========    ========     ========
Accumulated Undistributed Net Investment Income 
   at End of Period                                        $    338     $    751   $     395     $    199    $  1,272     $    408
                                                           ========     ========    ========     ========    ========     ========
Analyses of Changes in Shares of Beneficial Interest
Subscriptions to fund shares                                  1,964          540       3,371        1,086       2,031          918
Investment income dividends reinvested                          298          181          72           63          61           80
Capital gain distributions reinvested                           193           89         323          337         932        1,733
                                                           --------     --------    --------     --------    --------     --------
                                                              2,455          810       3,766        1,486       3,024        2,731
Redemptions of fund shares                                  (1,625)      (1,074)     (1,617)      (1,758)     (4,412)      (1,761)
                                                           --------     --------    --------     --------    --------     --------

Net increase (decrease) in fund shares                          830        (264)       2,149        (272)     (1,388)          970
Shares outstanding at beginning of period                     8,063        8,893       6,768        8,917      15,024       13,636
                                                           --------     --------    --------     --------    --------     --------

Shares outstanding at end of period                           8,893        8,629       8,917        8,645      13,636       14,606
                                                           ========     ========    ========     ========    ========     ========
See accompanying notes to financial statements.
<PAGE>
Statements of Changes in Net Assets 
for the Year Ended September 30, 1994
and Six Months Ended March 31, 1995
(All Amounts In Thousands)
(Unaudited)
<CAPTION>
                                                                       Special     
                                                                       Venture              Capital
                                                   Special Fund           Fund          Opportunities Fund      International Fund
                                                   1994        1995       1995*         1994         1995      1994**         1995
<S>                                              <C>     <C>             <C>        <C>         <C>          <C>          <C>     
Operations
Net investment income                        $   10,736  $    3,569      $    45    $     69     $    260     $   210      $   108
Net realized gains (losses) on investments  
   and foreign currency transactions             66,155      39,882          742      15,801        9,989       1,076        (734)
Net change in unrealized appreciation or 
   depreciation of investments and 
   foreign currency transactions               (54,800)    (10,843)        1,515    (13,678)        8,100       2,774      (7,137)
                                             ----------  ----------      -------    --------     --------     -------      -------
   Net Increase (Decrease) in Net Assets 
     Resulting from Operations                   22,091      32,608        2,302       2,192       18,349       4,060      (7,763)
                                             ----------  ----------      -------    --------     --------     -------      -------
Distributions To Shareholders
Dividends from net investment income            (9,600)     (7,700)         (45)        (65)        (105)          --        (340)
Capital gain distributions                     (79,302)    (69,358)         (82)          --           --          --      (1,228)
                                             ----------  ----------      -------    --------     --------     -------      -------
   Total Distributions to Shareholders         (88,902)    (77,058)        (127)        (65)        (105)          --      (1,568)
                                             ----------  ----------      -------    --------     --------     -------      -------
Share Transactions
Subscriptions to fund shares                    432,282     113,541       32,709     100,413       53,486      72,981       11,144
Investment income dividends reinvested            8,798       7,013           33          54           87          --          242
Capital gain distributions reinvested            75,860      65,654           79          --           --          --        1,153
Redemptions of fund shares                    (283,062)   (192,337)        (484)    (80,008)     (49,985)     (2,224)      (5,681)
                                             ----------  ----------      -------    --------     --------     -------      -------
   Net Increase (Decrease) from 
     Share Transactions                         233,878     (6,129)       32,337      20,459        3,588      70,757        6,858
                                             ----------  ----------      -------    --------     --------     -------      -------
   Net Increase (Decrease) in Net Assets        167,067    (50,579)       34,512      22,586       21,832      74,817      (2,473)
Total Net Assets 
Beginning of period                           1,076,818   1,243,885           --     153,101      175,687          --       74,817
                                             ----------  ----------      -------    --------     --------     -------      -------
End of period                                $1,243,885  $1,193,306      $34,512    $175,687     $197,519     $74,817      $72,344
                                              =========   =========      =======    ========     ========     =======      =======
Accumulated Undistributed (Overdistributed) Net 
   Investment Income at End of Period        $    5,659  $    1,528      $    --    $     50     $    205     $   210      $   (8)
                                              =========   =========      =======    ========     ========     =======      =======
<PAGE>
Analyses of Changes in Shares of Beneficial 
   Interest Subscriptions to fund shares         18,327       5,058        3,177       3,192        1,638       7,268        1,134
 Investment income dividends reinvested             377         327            3           2            3          --           25
Capital gain distributions reinvested             3,256       3,064            8          --           --          --          118
                                             ----------  ----------      -------    --------     --------     -------      -------
                                                 21,960       8,449        3,188       3,194        1,641       7,268        1,277
Redemptions of fund shares                     (12,127)     (8,704)         (45)     (2,588)      (1,562)       (214)        (581)
                                             ----------  ----------      -------    --------     --------     -------      -------

Net increase (decrease) in fund shares            9,833       (255)        3,143         606           79       7,054          696
Shares outstanding at beginning of period        43,011      52,844           --       4,958        5,564          --        7,054
                                             ----------  ----------      -------    --------     --------     -------      -------

Shares outstanding at end of period              52,844      52,589        3,143       5,564        5,643       7,054        7,750
                                              =========   =========      =======    ========     ========     =======      =======
<FN>
*From commencement of operations on October 17, 1994.
**From commencement of operations on March 1, 1994.
See accompanying notes to financial statements.
</TABLE>
<PAGE>
Notes (Unaudited)

Note 1. Significant Accounting Policies
The following are the significant accounting policies of SteinRoe Total Return
Fund, SteinRoe Prime Equities, SteinRoe Growth Stock Fund, SteinRoe Special
Fund, SteinRoe Special Venture Fund, SteinRoe Capital Opportunities Fund and
SteinRoe International Fund (the "Funds"), each a series of SteinRoe
Investment Trust (a Massachusetts business trust).

Security Valuations
All securities are valued as of March 31, 1995. For all Funds except the
International Fund, securities traded on national securities exchanges are
valued at the last reported sales price or, if there are no sales, at the
latest bid quotation. Each over-the-counter security for which the last sale
price is available from NASDAQ is valued at that price. All other
over-the-counter securities for which reliable quotations are available are
valued at the latest bid quotation. Securities convertible into equity
securities and long-term debt obligations are valued at a fair value using a
procedure determined in good faith by the Board of Trustees which has
authorized the use of valuations provided by a pricing service. For
International Fund, security valuations are generally based upon market
quotations which, depending upon local convention or regulation, may be last
sales price, last bid or asked price, or the mean between last bid and asked
prices as of, in each case, the close of the appropriate exchange or other
designated time. Other assets and securities of the Funds are valued by a
method that the Board of Trustees believes represents a fair value.

Futures Contracts
During the six months ended March 31, 1995, Prime Equities and Special Fund
entered into stock index futures contracts to either hedge against expected
declines of its portfolio securities or as a temporary substitute for the
purchase of individual stocks. Risks of entering into futures contracts
include the possibility that there may be an illiquid market at the time the
Fund 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 portfolio
securities being hedged.

Upon entering into a futures contract, the Fund deposits with its custodian
cash or securities in an amount sufficient to meet the initial margin
requirement. Subsequent payments are made or received by the Fund equal to the
daily change in the contract value and are recorded as unrealized gains or
losses. The Fund recognizes a realized gain or loss when the contract is
closed or expires.
<PAGE>
Forward Currency Exchange Contracts
At March 31, 1995, the International Fund had entered into forward currency
exchange contracts under which it is obligated to exchange currencies at
specified future dates. Risks arise from the possible inability of
counterparties to meet the terms of their contracts and from movements in
currency values. The Fund had the following outstanding contracts at March 31,
1995: 
<TABLE>
<CAPTION>
Settlement                             Contract to               
                                       -----------
Date                        Receive                       Deliver
- --------                     ------                     ---------
<S>                          <C>                      <C>        
4/18/95                      $3,485                    18,500 FRF
4/18/95                       3,661                   360,000 JPY
</TABLE>

Net unrealized depreciation of $872 on these contracts and appreciation of $2
on other foreign currency positions at March 31, 1995, is included in the
accompanying financial statements.

Federal Income Taxes
No provision is made for Federal income taxes since the Funds elect to be
taxed as "regulated investment companies" and make such distributions to their
shareholders as to be relieved of all Federal income taxes under provisions of
current Federal tax law.

The Funds intend to utilize provisions of the Federal income tax laws, which
allow them 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.
At September 30, 1994, Capital Opportunities Fund had a capital loss
carryforward of $5,176, which expires September 30, 2000.
<PAGE>
Distributions to Shareholders
On May 1, 1995, the Board of Trustees declared a dividend from net investment
income of $0.29 per share for Total Return Fund and $0.03 per share for Prime
Equities, payable May 22, 1995, to shareholders of record on May 10, 1995.

Foreign Currency Translations
The books and records of the International Fund are maintained in U.S.
dollars. All assets and liabilities of the Fund denominated in foreign
currencies are translated into U.S. dollar amounts at the mean between the bid
and asked market rates for such currencies. Purchases and sales of foreign
securities and income derived from foreign securities are converted at the
prevailing rate of exchange on the respective dates of such transactions. The
Fund may enter into "forward currency contracts" with its custodian bank for
purchases and sales of securities denominated in foreign currency, thus fixing
the U.S. dollar price of the security traded.

Other Information
Effective October 1, 1993, the Funds adopted Statement of Position 93-2
"Determination, Disclosure and Financial Statement Presentation of Income,
Capital Gain and Return of Capital Distributions by Investment Companies." The
Statement distinguishes between distributions on a tax basis and a financial
reporting basis and requires that only distributions in excess of tax basis
earnings be reported in the financial statements as a return of capital. It
also requires that differences in the recognition or classification of income
between the financial statements and tax earnings which result in temporary
over-distributions be classified as distributions in excess of net investment
income or net realized gains, and that any permanent differences be
reclassified to paid-in capital. 
Notes Continued
Permanent differences in the accumulated undistributed net investment income
and accumulated realized gain accounts have been reclassified to paid-in
capital.

Realized gains or losses from sales of securities are determined on the
specific identified cost basis.

All amounts, except per-share amounts and number of shares in the schedule of
investments, are shown in thousands.
<PAGE>
Note 2. Transactions with Affiliates and Trustees' Fees

The Funds pay a monthly management fee to Stein Roe & Farnham Incorporated
(the "Adviser") -- an indirect, wholly owned subsidiary of Liberty Mutual
Insurance Company -- for its services as investment adviser and manager. The
management fee for Total Return Fund is computed at an annual rate of .625 of
1% of the first $100 million of average daily net assets and .50 of 1%
thereafter. The management fee for Prime Equities is computed at an annual
rate of .60 of 1% of the first $100 million of average daily net assets, .55
of 1% of the next $100 million, and .50 of 1% thereafter. The management fee
for Growth Stock Fund is computed at an annual rate of .75 of 1% of the first
$250 million of average daily net assets, .70 of 1% of the next $250 million,
and .60 of 1% thereafter. The management fee for Special Fund and Capital
Opportunities Fund is computed at an annual rate of .75 of 1% of average daily
net assets and the management fee for Special Venture Fund and International
Fund is 1% of average daily net assets. For International Fund, Rockefeller &
Co., Inc. (the "Sub-Adviser") has been engaged to provide the Fund with
advisory services, including portfolio management. For its services, the
Adviser pays the Sub-Adviser a fee, which is computed at an annual rate of .50
of 1% of the average daily net assets of the Fund.

The investment advisory agreements of the Funds provide that the Adviser will
reimburse each Fund to the extent that annual expenses, excluding certain
expenses, exceed the applicable limits prescribed by any state in which shares
of each Fund are offered for sale. In addition, the Adviser has agreed to
reimburse Special Venture Fund to the extent that its expenses exceed 1.25% of
average daily net assets. This expense limitation expires January 31, 1996,
subject to earlier termination by the Adviser on 30 days notice.

Effective May 1, 1995, the Adviser also has agreed to reimburse International
Fund to the extent that its expenses exceed 1.65% of average daily net assets.
This limitation expires on January 31, 1996, subject to earlier termination by
the Adviser on 30 days' notice.

The transfer agent fees of the Funds are paid to SteinRoe Services Inc., an
indirect, wholly owned subsidiary of Liberty Mutual Insurance Company.
Pursuant to an agreement with the Funds, the Advisor provides certain
accounting services. For the six months ended March 31, 1995, the Total Return
Fund, Prime Equities Fund, Growth Stock Fund, Special Fund, Special Venture
Fund, Capital Opportunities Fund and the International Fund incurred charges
of $5, $4, $5, $8, $11, $5 and $13 respectively.

Certain officers and trustees of the Trust also are officers of the Adviser.
The compensation of trustees not affiliated with the Adviser for Total Return
Fund, Prime Equities, Growth Stock Fund, Special Fund, Special Venture Fund,
Capital Opportunities Fund and International Fund, for the period ended March
31, 1995, was $6, $6, $8, $14, $3, $6 and $3, respectively. No remuneration
was paid to any other trustee or officer of the Trust.
<PAGE>
Note 3. Short-Term Debt
To facilitate portfolio liquidity, the Funds maintain borrowing arrangements
under which they can borrow against portfolio securities. There were no
borrowings for the Funds during the period ended March 31, 1995.

Note 4. Investment Transactions
The aggregate cost of purchases and proceeds from sales of securities other
than short-term obligations for the period ended March 31, 1995, were:
<TABLE>
<CAPTION>
Fund                           Purchases          Sales
                               ---------      ---------
<S>                             <C>            <C>     
Total Return                    $ 52,207       $ 65,311
Prime Equities                    49,584         68,234
Growth Stock                      46,869         58,550
Special                          251,601        271,393            
Special Venture                   32,700          2,937
Capital Opportunities             40,193         46,304
International                     29,950         24,770            
</TABLE>
At March 31, 1995, 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:
<TABLE>
<CAPTION>
                                                     Cost of Investments

                                                         Net                  Federal
                                                Appreciation   Financial       Income
Fund              Appreciation   Depreciation (Depreciation)   Reporting          Tax
                     ---------      ---------      ---------    --------     --------
<S>                <C>              <C>           <C>         <C>          <C>       
Total Return         $ 36,196         $ 9,873       $ 26,323    $188,591     $188,443
Prime Equities          22,337            383         21,954     100,035      100,206
Growth Stock            89,675          1,377         88,298     226,514      226,514
Special                253,198         54,438        198,760     995,926      995,967
Special Venture          2,238            724          1,514      33,976       33,976
Capital Opportunities   45,947          2,835         43,112     152,599      152,599
International            4,924          8,421        (3,497)      76,864       76,864
</TABLE>
<PAGE>
<TABLE>
Financial Highlights

Total Return Fund
(Unaudited)
Selected per-share data (for a share outstanding throughout each period),
ratios and supplemental data.
<CAPTION>
                                                                                        Nine             
                                                                                      Months             
                                                                                       Ended             
                                                                   Years Ended December 31,     Sept. 30,                         
                                                   1985        1986         1987        1988             
                                               --------    --------     --------    --------
<S>                                            <C>         <C>          <C>         <C>                  
Net Asset Value, Beginning of Period           $  21.37    $  25.04     $  25.07    $  22.25             
                                               --------    --------     --------    --------             
Income From Investment Operations
   Net investment income                           1.41        1.33         1.32         .97             
   Net realized and unrealized gains (losses) 
     on investments                                3.87        2.75       (1.06)        .45              
                                               --------    --------     --------    --------             
     Total from investment operations              5.28        4.08          .26        1.42             
                                               --------    --------     --------    --------             
Distributions
   Net investment income                         (1.42)      (1.35)       (1.63)       (.90)             
   Net realized capital gains                     (.19)      (2.70)       (1.45)       (.11)             
                                               --------    --------     --------    --------             
     Total distributions                         (1.61)      (4.05)       (3.08)      (1.01)             
                                               --------    --------     --------    --------             
Net Asset Value, End of Period                 $  25.04    $  25.07     $  22.25    $  22.66             
                                               ========    ========     ========    ========             
Ratio of expenses to average net assets           0.77%       0.79%        0.80%      0.87%*             
Ratio of net investment income to average 
   net assets                                     6.30%       5.21%        5.12%      5.68%*             
Portfolio turnover rate                            100%        108%          86%         85%             
Total return                                     25.78%      17.11%        0.74%       6.51%             
Net assets, end of period                      $128,676    $149,831     $140,279    $134,225             
<PAGE>
<CAPTION>
                                                                                                                               Six
                                                                                                                            Months
                                                                                                                             Ended
                                                                                Years Ended September 30,                 March 31,
                                                   1989        1990         1991        1992         1993        1994         1995
                                               --------    --------     --------    --------     --------    --------     --------
<S>                                            <C>         <C>          <C>         <C>          <C>         <C>          <C>     
Net Asset Value, Beginning of Period           $  22.66    $  25.41     $  21.68    $  26.08     $  26.91    $  27.57     $  25.78
                                               --------    --------     --------    --------     --------    --------     --------
Income From Investment Operations
   Net investment income                           1.37        1.28         1.32        1.31         1.26        1.15          .69
   Net realized and unrealized gains (losses) 
     on investments                                3.10      (2.92)         4.85        1.48         2.37      (1.06)        (.18)
                                               --------    --------     --------    --------     --------    --------     --------
     Total from investment operations              4.47      (1.64)         6.17        2.79         3.63         .09          .51
                                               --------    --------     --------    --------     --------    --------     --------
Distributions
   Net investment income                         (1.34)      (1.36)       (1.26)      (1.34)       (1.30)      (1.17)        (.65)
   Net realized capital gains                     (.38)       (.73)        (.51)       (.62)       (1.67)       (.71)        (.28)
                                               --------    --------     --------    --------     --------    --------     --------
     Total distributions                         (1.72)      (2.09)       (1.77)      (1.96)       (2.97)      (1.88)        (.93)
                                               --------    --------     --------    --------     --------    --------     --------
Net Asset Value, End of Period                 $  25.41    $  21.68     $  26.08    $  26.91     $  27.57    $  25.78     $  25.36
                                               ========    ========     ========    ========     ========    ========     ========
Ratio of expenses to average net assets           0.90%       0.88%        0.87%       0.85%        0.81%       0.83%       0.84%*
Ratio of net investment income to average 
   net assets                                     5.83%       5.36%        5.50%       4.94%        4.69%       4.53%       5.56%*
Portfolio turnover rate                             93%        75%           71%         59%          53%         29%         25% 
Total return                                     20.76%     (6.86%)       29.67%      11.13%       14.57%       0.36%       2.10% 
Net assets, end of period                      $144,890    $124,592     $150,689    $173,417     $222,292    $229,274     $218,824


* Annualized
Note: For the year ended December 31, 1986, the average amount of debt
outstanding was $2, the average number of shares outstanding was 5,506, and
the average amount of debt outstanding per share was $0.0004. The Fund had no
borrowings during any other periods.
</TABLE>
<PAGE>
<TABLE>
Financial Highlights Continued

Prime Equities
(Unaudited)
Selected per-share data (for a share outstanding throughout each period),
ratios and supplemental data.
<CAPTION>
                                                                                                                                  
                                                                                                                               Six
                                                                                                                            Months
                                      Period Ended                                                                           Ended
                                     September 30,                                       Years Ended September 30,        March 31,
                                           1987(a)      1988      1989      1990      1991      1992      1993      1994      1995
                                           -------   -------   -------   -------   -------   -------   -------  --------  --------
<S>                                        <C>       <C>       <C>       <C>       <C>       <C>      <C>       <C>       <C>     
Net Asset Value, Beginning of Period       $ 10.00   $ 10.49   $  8.88   $ 11.34   $ 10.49   $ 12.27  $  13.42  $  14.83  $  14.54
                                           -------   -------   -------   -------   -------   -------  --------  --------  --------
   Income From Investment Operations
   Net investment income                       .05       .17       .22       .26       .26       .19       .17       .18       .10
   Net realized and unrealized gains 
     (losses) on investments                   .47    (1.64)      2.46     (.85)      2.17      1.49      2.16       .40       .47
                                           -------   -------   -------   -------   -------   -------  --------  --------  --------
     Total from investment operations          .52    (1.47)      2.68     (.59)      2.43      1.68      2.33       .58       .57
                                           -------   -------   -------   -------   -------   -------  --------  --------  --------
Distributions
   Net investment income                     (.03)     (.14)     (.22)     (.26)     (.29)     (.18)     (.16)     (.16)     (.12)
   Net realized capital gains                   --       --         --        --     (.36)     (.35)     (.76)     (.71)     (.60)
                                           -------   -------   -------   -------   -------   -------  --------  --------  --------
     Total distributions                     (.03)     (.14)     (.22)     (.26)     (.65)     (.53)     (.92)     (.87)     (.72)
                                           -------   -------   -------   -------   -------   -------  --------  --------  --------
   
Net Asset Value, End of Period             $ 10.49   $  8.88   $ 11.34   $ 10.49   $ 12.27   $ 13.42  $  14.83  $  14.54  $  14.39
                                           =======   =======   =======   =======   =======   =======  ========  ========  ========
Ratio of net expenses to average 
   net assets (b)                           1.91%*     1.47%     1.24%     1.08%     1.00%     0.97%     0.88%     0.90%    0.91%*
Ratio of net investment income to 
   average net assets (c)                   1.43%*     2.03%     2.28%     2.40%     2.27%     1.46%     1.23%     1.18%    1.37%*
Portfolio turnover rate                        32%      105%       63%       51%       48%       40%       50%       85%       46%
Total return                                 5.20%  (13.90%)    30.63%   (5.25%)    24.12%    14.00%    17.98%     4.03%     4.14%
Net assets, end of period                  $22,863   $23,002   $32,562   $43,446   $54,820   $70,724  $100,365  $129,680  $124,430
<FN>
* Annualized
(a) From commencement of operations on March 23, 1987.
(b) If the Fund had paid all of its expenses and there had been no
reimbursement by the investment Adviser, this ratio would have been 2.49% for
the period ended September 30, 1987, and 1.09% for the year ended September
30, 1990.
(c) Computed giving effect to investment Adviser's expense limitation
undertaking.
</TABLE>
<PAGE>
<TABLE>
Financial Highlights Continued

Growth Stock Fund
(Unaudited)
Selected per-share data (for a share outstanding throughout each period),
ratios and supplemental data.
<CAPTION>
                                                                                      Nine          
                                                                                    Months          
                                                                                     Ended          
                                                                      Years Ended December 31,       Sept. 30,          
                                                        1985      1986      1987      1988          
                                                    --------  --------  --------  --------
<S>                                                 <C>       <C>       <C>       <C>               
Net Asset Value, Beginning of Period                $  14.04  $  17.43  $  16.97  $  14.67          
                                                    --------  --------  --------  --------          
Income From Investment Operations
   Net investment income                                 .31       .26      .24        .19          
   Net realized and unrealized gains (losses) 
     on investments                                     3.38      2.75      .46      (.11)          
                                                    --------  --------  --------  --------          
     Total from investment operations                   3.69      3.01       .70       .08          
                                                    --------  --------  --------  --------          
Distributions
   Net investment income                               (.30)     (.25)     (.29)     (.15)          
   Net realized capital gains                             --    (3.22)    (2.71)        --          
                                                    --------  --------  --------  --------          
     Total distributions                               (.30)    (3.47)    (3.00)     (.15)          
                                                    --------  --------  --------  --------          
Net Asset Value, End of Period                      $  17.43  $  16.97  $  14.67  $  14.60          
                                                    ========  ========  ========  ========          
Ratio of expenses to average net assets                0.67%     0.67%     0.65%    0.76%*          
Ratio of net investment income to average 
   net assets                                          1.89%     1.34%     1.25%    1.62%*          
Portfolio turnover rate                                 114%      137%      143%       84%          
Total return                                          26.55%    16.91%     5.57%     0.54%          
Net assets, end of period                           $224,371  $226,604  $232,658  $195,641          
<PAGE>
<CAPTION>

                                                                                                                     Six
                                                                                                                  Months
                                                                                                                   Ended
                                                                                 Years Ended September 30,               March 31,
                                                        1989      1990      1991      1992      1993      1994      1995
                                                    --------  --------  --------  --------  --------  --------  --------
<S>                                                 <C>       <C>       <C>       <C>       <C>       <C>       <C>     
Net Asset Value, Beginning of Period                $  14.60  $  19.05  $  17.90  $  22.79  $  24.65  $  24.89  $  23.58
                                                    --------  --------  --------  --------  --------  --------  --------
Income From Investment Operations
   Net investment income                                 .34       .39       .33       .18       .15       .13       .08
   Net realized and unrealized gains (losses) 
     on investments                                     4.51    (1.17)      5.90      3.01      1.14       .41      1.27
                                                    --------  --------  --------  --------  --------  --------  --------
     Total from investment operations                   4.85     (.78)      6.23      3.19      1.29       .54      1.35
                                                    --------  --------  --------  --------  --------  --------  --------
Distributions
   Net investment income                               (.34)     (.37)     (.42)     (.16)     (.10)     (.12)     (.15)
   Net realized capital gains                          (.06)        --     (.92)    (1.17)     (.95)    (1.73)    (3.02)
                                                    --------  --------  --------  --------  --------  --------  --------
     Total distributions                               (.40)     (.37)    (1.34)    (1.33)    (1.05)    (1.85)    (3.17)
                                                    --------  --------  --------  --------  --------  --------  --------
Net Asset Value, End of Period                      $  19.05  $  17.90  $  22.79  $  24.65  $  24.89  $  23.58  $  21.76
                                                    ========  ========  ========  ========  ========  ========  ========
Ratio of expenses to average net assets                0.77%     0.73%     0.79%     0.92%     0.93%     0.94%    0.95%*
Ratio of net investment income to average 
   net assets                                          2.05%     2.03%     1.63%     0.75%     0.59%     0.50%    0.70%*
Portfolio turnover rate                                  47%       40%       34%       23%       29%       27%       16%
Total return                                          33.86%   (4.17%)    36.64%    14.37%     5.09%     2.10%     6.74%
Net assets, end of period                           $206,476  $206,031  $291,767  $372,758  $373,921  $321,502  $317,877
<FN>
* Annualized

Note: For the periods indicated below, bank borrowing activity was as follows:
<CAPTION>
                            Debt           Average   Average shares
                     outstanding  debt outstanding      outstanding   Average debt
                          at end     during period    during period      per share
Period ended           of period    (in thousands)   (in thousands)  during period
- -------------        -----------   ---------------    -------------   ------------
<S>                   <C>          <C>                <C>             <C>
December 31, 1985             --              $  5           13,977        $0.0004
September 30, 1989            --               124           11,745         0.0106
 
There were no bank borrowings during any other periods.

</TABLE>
<PAGE>
<TABLE>
Financial Highlights Continued

Special Fund
(Unaudited)
Selected per-share data (for a share outstanding throughout each period),
ratios and supplemental data.
<CAPTION>                                                                             Nine          
                                                                                    Months          
                                                                                     Ended          
                                                                      Years Ended December 31,       Sept. 30,                    
                                                        1985      1986      1987      1988          
                                                    --------  --------  --------  --------
<S>                                                 <C>       <C>       <C>       <C>               
Net Asset Value, Beginning of Period                $  14.88  $  18.41  $  16.95  $  12.83          
                                                    --------  --------  --------  --------          
Income From Investment Operations
   Net investment income                                 .25       .35       .23       .14          
   Net realized and unrealized gains (losses) 
     on investments                                     4.01     2.33        .12      2.16          
                                                    --------  --------  --------  --------          
     Total from investment operations                   4.26      2.68       .35      2.30          
                                                    --------  --------  --------  --------          
Distributions
   Net investment income                               (.19)     (.34)     (.57)     (.01)          
   Net realized capital gains                          (.54)    (3.80)    (3.90)        --          
                                                    --------  --------  --------  --------          
     Total distributions                               (.73)    (4.14)    (4.47)     (.01)          
                                                    --------  --------  --------  --------          
Net Asset Value, End of Period                      $  18.41  $  16.95  $  12.83  $  15.12          
                                                    ========  ========  ========  ========          
Ratio of expenses to average net assets                0.92%     0.92%     0.96%    0.99%*          
Ratio of net investment income to average 
   net assets                                          2.07%     1.75%     1.32%    1.31%*          
Portfolio turnover rate                                  96%      116%      103%       42%          
Total return                                          29.41%    14.70%     4.27%    17.94%          
Net assets, end of period                           $278,082  $253,693  $187,997  $224,628          
<PAGE>
<CAPTION>
                                                                                                                     Six
                                                                                                                  Months
                                                                                                                   Ended
                                                                       Years Ended September 30,                         March 31,
                                              1989      1990      1991        1992         1993        1994         1995
                                          --------  --------  --------    --------     --------    --------     --------
<S>                                       <C>       <C>       <C>         <C>          <C>         <C>          <C>     
Net Asset Value, Beginning of Period      $  15.12  $  20.79  $  16.64    $  19.87     $  20.90    $  25.04     $  23.54
                                          --------  --------  --------    --------     --------    --------     --------
Income From Investment Operations
   Net investment income                       .36       .42      .34          .21          .17         .15          .07
   Net realized and unrealized gains (losses) 
     on investments                           5.58    (2.10)      4.55        1.50         5.31         .33          .53
                                          --------  --------  --------    --------     --------    --------     --------
     Total from investment operations         5.94    (1.68)      4.89        1.71         5.48         .48          .60
                                          --------  --------  --------    --------     --------    --------     --------
Distributions
   Net investment income                     (.21)     (.39)     (.34)       (.37)        (.18)       (.21)        (.14)
   Net realized capital gains                (.06)    (2.08)    (1.32)       (.31)       (1.16)      (1.77)       (1.31)
                                          --------  --------  --------    --------     --------    --------     --------
     Total distributions                     (.27)    (2.47)    (1.66)       (.68)       (1.34)      (1.98)       (1.45)
                                          --------  --------  --------    --------     --------    --------     --------
Net Asset Value, End of Period            $  20.79  $  16.64  $  19.87    $  20.90     $  25.04    $  23.54     $  22.69
                                          ========  ========  ========    ========     ========    ========     ========
Ratio of expenses to average net assets                0.96%     1.02%       1.04%        0.99%       0.97%        0.96%    0.95%*
Ratio of net investment income to average 
   net assets                                2.12%     2.33%     2.11%       0.99%        0.92%       0.91%       0.60%*
Portfolio turnover rate                        85%       70%       50%         40%          42%         58%          23%
Total return                                40.00%   (8.78%)    32.18%       8.96%       27.35%       2.02%        2.94%
Net assets, end of period                 $322,056  $361,065  $587,259    $626,080   $1,076,818  $1,243,885   $1,193,306
<FN>
* Annualized
Note: For the periods indicated below, bank borrowing activity was as follows:
<CAPTION>
                                    Debt          Average    Average shares
                            outstanding  debt outstanding       outstanding   Average debt
                                  at end    during period     during period      per share
Period ended                   of period   (in thousands)    (in thousands)  during period
- -------------                -----------  ---------------     -------------   ------------
<S>                                  <C>             <C>             <C>           <C>    
December 31, 1986                     --             $203            15,251        $0.0133
     There were no bank borrowings during any other periods.
</TABLE>
<PAGE>
<TABLE>
Financial Highlights Continued

Special Venture Fund
(Unaudited)
Selected per-share data (for a share outstanding throughout each period),
ratios and supplemental data.
<CAPTION>
                                                             Period
                                                              Ended
                                                          March 31,
                                                           1995 (a)
                                                            -------
<S>                                                        <C>     
Net Asset Value, Beginning of Period                       $  10.00
                                                            -------
Income From Investment Operations
   Net investment income                                       0.03
   Net realized and unrealized gains on investments            1.03
                                                            -------
     Total from investment operations                          1.06
                                                            -------
Distributions
   Net investment income                                     (0.03)
   Net realized capital gains                                (0.05)
                                                            -------
     Total distributions                                     (0.08)
                                                            -------
Net Asset Value, End of Period                              $ 10.98
                                                            =======
Ratio of net expenses to average net assets (b)              1.25%*
Ratio of net investment income to average net assets (c)     0.51%*
Portfolio turnover rate                                         17%
Total return                                                 10.64%
Net assets, end of period                                   $34,512
<FN>
* Annualized
(a) From commencement of operations on October 17, 1994.
(b) If the Fund had paid all of its expenses and there had been no
reimbursement of expenses by the investment Adviser, this ratio would have
been 1.86% for the period ended March 31, 1995.
(c) Computed giving effect to investment Adviser's expense limitation
undertaking.
</TABLE>
<PAGE>
<TABLE>
International Fund
(Unaudited)
Selected per-share data (for a share outstanding throughout each period),
ratios and supplemental data.
<CAPTION>
                                                                                  Six
                                                                Period         Months
                                                                 Ended          Ended
                                                             Sept. 30,      March 31,
                                                              1994 (a)           1995
                                                               -------        -------
<S>                                                           <C>             <C>    
Net Asset Value, Beginning of Period                          $  10.00        $ 10.61
                                                               -------        -------
Income From Investment Operations
   Net investment income                                           .03            .01
   Net realized and unrealized gains (losses) on 
     investments and foreign currency transactions                 .58         (1.07)
                                                               -------        -------
     Total from investment operations                              .61         (1.06)
                                                               -------        -------
Distributions
   Net investment income                                            --          (.05)
   Net realized capital gains                                       --          (.17)
                                                               -------        -------
     Total distributions                                            --          (.22)
                                                               -------        -------
Net Asset Value, End of Period                                 $ 10.61        $  9.33
                                                               =======        =======
Ratio of net expenses to average net assets                     1.61%*         1.66%*
Ratio of net investment income to average net assets            0.61%*         0.35%*
Portfolio turnover rate                                            48%            35%
Total return                                                     6.10%        -10.14%
Net assets, end of period                                      $74,817        $72,344
<FN>
* Annualized
(a) From commencement of operations on March 1, 1994.
</TABLE>
<PAGE>
<TABLE>
Financial Highlights Continued

Capital Opportunities Fund
(Unaudited)
Selected per-share data (for a share outstanding throughout each period),
ratios and supplemental data.
<CAPTION>
                                                                                      Nine          
                                                                                    Months          
                                                                                     Ended          
                                                                      Years Ended December 31,       Sept. 30,
                                                        1985      1986      1987      1988          
                                                    --------  --------  --------  --------
<S>                                                 <C>       <C>       <C>       <C>               
Net Asset Value, Beginning of Period                $  19.37  $  23.81  $  26.75  $  21.23          
                                                    --------  --------  --------  --------          
Income From Investment Operations
   Net investment income                                 .20       .06       .06       .05          
   Net realized and unrealized gains (losses)
     on investments                                     4.53      3.93      1.24       .27          
                                                    --------  --------  --------  --------          
     Total from investment operations                   4.73      3.99      1.30       .32          
                                                    --------  --------  --------  --------          
Distributions
   Net investment income                               (.29)     (.20)     (.09)        --          
   Net realized capital gains                             --     (.85)    (6.73)        --          
                                                    --------  --------  --------  --------          
     Total distributions                               (.29)    (1.05)    (6.82)        --          
                                                    --------  --------  --------  --------          
Net Asset Value, End of Period                      $  23.81  $  26.75  $  21.23  $  21.55          
                                                    ========  ========  ========  ========          
Ratio of expenses to average net assets                0.95%     0.95%     0.95%    1.01%*          
Ratio of net investment income to average 
   net assets                                          0.94%     0.19%     0.18%    0.34%*          
Portfolio turnover rate                                  90%      116%      133%      164%          
Total return                                          24.58%    16.77%     9.38%     1.51%          
Net assets, end of period                           $176,099  $191,415  $171,973  $194,160
<PAGE>
<CAPTION>

                                                                                                                     Six
                                                                                                                  Months
                                                                                                                   Ended
                                                                                           Years Ended September 30,     March 31,
                                                        1989      1990      1991      1992      1993      1994      1995
                                                    --------  --------  --------  --------  --------  --------  --------
<S>                                                 <C>       <C>       <C>       <C>       <C>       <C>       <C>     
Net Asset Value, Beginning of Period                $  21.55  $  29.15  $  14.63  $  22.00  $  23.12  $  30.88  $  31.58
                                                    --------  --------  --------  --------  --------  --------  --------
Income From Investment Operations
   Net investment income                                 .10       .12       .22       .11       .02       .03       .05
   Net realized and unrealized gains (losses)
     on investments                                     7.71    (9.46)      7.47      1.21      7.82       .68      3.39
                                                    --------  --------  --------  --------  --------  --------  --------
     Total from investment operations                   7.81    (9.34)      7.69      1.32      7.84       .71      3.44
                                                    --------  --------  --------  --------  --------  --------  --------
Distributions
   Net investment income                               (.10)     (.11)     (.16)     (.20)     (.08)     (.01)     (.02)
   Net realized capital gains                          (.11)    (5.07)     (.16)        --        --        --        --
                                                    --------  --------  --------  --------  --------  --------  --------
     Total distributions                               (.21)    (5.18)     (.32)     (.20)     (.08)     (.01)     (.02)
                                                    --------  --------  --------  --------  --------  --------  --------
Net Asset Value, End of Period                      $  29.15  $  14.63  $  22.00  $  23.12  $  30.88  $  31.58  $  35.00
                                                    ========  ========  ========  ========  ========  ========  ========
Ratio of expenses to average net assets                1.09%     1.14%     1.18%     1.06%     1.06%     0.97%    0.94%*
Ratio of net investment income to average 
   net assets                                          0.42%     0.43%     1.19%     0.42%     0.09%     0.04%    0.30%*
Portfolio turnover rate                                 245%      171%       69%       46%       55%       46%       26%
Total return                                          36.68%  (37.51%)    53.51%     5.99%    34.01%     2.31%    10.90%
Net assets, end of period                           $272,805   $86,342  $129,711  $118,726  $153,101  $175,687  $197,519
<FN>
* Annualized
Note: For the periods indicated below, bank borrowing activity was as follows:
<CAPTION>
                       Debt outstanding           Average    Average shares
                                 at end  debt outstanding       outstanding     Average debt
                               of period    during period     during period        per share
Period ended              (in thousands)   (in thousands)    (in thousands)    during period
- -------------           ----------------  ---------------     -------------    -------------
<S>                     <C>                <C>                <C>               <C>
December 31, 1985                   $ --           $   43             8,525          $0.0051
December 31, 1986                     --               55             6,953           0.0079
December 31, 1987                     --              292             8,004           0.0365
September 30, 1988                    --               56             8,603           0.0065
September 30, 1989                    --              422             8,033           0.0526
September 30, 1990                   200            1,042             7,972           0.1307

   There were no bank borrowings during any other periods.
</TABLE>
<PAGE>
A Guide to SteinRoe Services
We encourage you to take advantage of our free shareholder services. If you
would like additional information about how to establish or use a SteinRoe
service, just call us at 1 800 338-2550.

Purchases
In addition to sending us a check or wire to purchase additional fund shares,
you can take advantage of these convenient automatic services:
*  Automatic Investment Plan -- Make regular investments ($50 minimum) in your
SteinRoe account directly from your bank checking account. You select monthly,
quarterly, semiannual or annual purchases.
*  Special Investments -- Purchase shares by telephone and pay for them by
electronic transfer from your bank checking account.

Exchanges
*  Telephone Exchange -- Call us to exchange $1,000 or more from your account
in one SteinRoe Fund to an identically registered account in another SteinRoe
Fund. You receive this service when you open a SteinRoe Fund account, unless
you elect not to.*
*  Automatic Exchange -- SteinRoe will regularly exchange shares from your
account in one SteinRoe Fund to your account in another. You select
twice-monthly, monthly, quarterly, semiannual or annual exchanges.

Redemptions
*  Telephone Redemption by Check -- Call to redeem $1,000 or more from your
account. A check will be sent to your registered address. You automatically
receive this service when you open a SteinRoe account, unless you elect not
to.
*  Telephone Redemption by Wire -- Redeem shares by phone from your Money
Market Fund account ($1,000 minimum) and wire the proceeds to your bank
checking account. A small fee for wiring proceeds will be deducted from the
amount wired.
*  Special Redemption Option -- If you do not want to pre-schedule your
redemptions, you can redeem shares by telephone ($50 minimum/
$100,000 maximum) and have the proceeds sent directly to your bank checking
account.
 
*  Automatic Redemption Plan -- Redeem either a fixed dollar or share amount,
or a fixed percentage of your account automatically on a schedule you
establish. You select monthly, quarterly, semiannual or annual withdrawals
($50 minimum/$100,000 maximum), and the proceeds are sent either to your bank
checking account or to an address you specify.
*  Money Market Fund Check Writing -- Write checks for 
$50 or more on your Money Market Fund account. 

Distributions
Most investors like to reinvest their dividends and capital gains
distributions and put them back to work. If, however, you do not want them
reinvested, consider these alternatives:
*  Dividend Purchase Option -- Use the distributions from one SteinRoe Fund
account ($25 minimum) to automatically purchase shares in your account with
another SteinRoe Fund.
*  Automatic Dividend Deposit -- Instead of receiving your dividends by check,
your distributions are deposited automatically into your bank checking
account.
<PAGE>
Recordkeeping
*  Summary of Investments --  Consolidates quarterly transaction and
investment information for any or all of your household's SteinRoe accounts on
one easy-to-read statement. At year end, SteinRoe provides a complete summary
of all account activity for the year.

*SteinRoe reserves the right to discontinue or modify the exchange privilege,
and certain restrictions apply. Please refer to your prospectus for details.

Funds for Every Investment Objective 
The SteinRoe family of 100% no-load mutual funds offers a variety of funds so
you can select the right fund, or combination of funds, to meet your
investment objectives. Call us at 1 800 338-2550 for a prospectus and more
complete information on any of the funds, including management fees and
expenses. Please read the prospectus carefully before you invest or 
send money.

Money Market Funds
Money market funds seek to provide income while preserving principal and
maintaining liquidity. These funds offer free check writing.
*  Government Reserves -- Invests primarily in securities issued or guaranteed
by the U.S. government and its agencies and instrumentalities.*
*  Cash Reserves -- Invests in high-quality, short-term money market
securities such as certificates of deposit, banker's acceptances and
commercial paper.*

Bond Funds
Bond funds seek high current income by investing primarily in fixed income
securities.
*  Limited Maturity Income Fund -- Invests primarily in U.S. government and
other high-quality debt securities. The dollar-weighted average effective
maturity will not exceed 3 years.
*  Government Income Fund -- Invests primarily in securities issued or
guaranteed by the U.S. government and its agencies.
*  Intermediate Bond Fund -- Invests primarily in marketable debt securities
with an average life of three to ten years.
*  Income Fund -- Pursues a higher level of current income by investing
primarily in medium- and lower-quality bonds.

Tax-Exempt Funds
These funds help investors keep more of their earnings by investing in
instruments that earn income free from federal income tax. Income may be
subject to federal alternative minimum tax and state and local taxes; capital
gains are subject to state, local and federal taxes. 
*  Municipal Money Market Fund -- Seeks to provide the liquidity and stability
of a money market fund plus current tax-free income. Free check writing
available.*
*  Intermediate Municipals -- Seeks high current yield through investments
primarily in the three highest grades of intermediate-term municipal
securities.
 
*  Managed Municipals -- Pursues high tax-free income by investing in a
quality-conscious portfolio of long-term municipal bonds.
*  High-Yield Municipals -- Seeks a higher level of tax-free income from
long-term municipal securities primarily of medium or lower quality.
<PAGE>
Growth and Income Funds
These funds seek to provide a conservative investment that is well positioned
for long-term growth and current income. Each fund's approach is designed to
limit the effects of market volatility.

*  Total Return Fund -- Strives for maximum total return consistent with
reasonable investment risk by investing in stocks, bonds and convertible
securities.
*  Prime Equities -- Pursues long-term capital growth by investing primarily
in large, well-established companies.

Growth Funds
Growth funds offer long-term capital appreciation potential by investing
primarily in various types of stocks.
*  Growth Stock Fund -- Pursues long-term capital appreciation from stocks
with strong growth potential.
*  Special Fund -- Invests in securities believed to have limited downside
risk relative to their potential for above-average growth, including
securities of under-valued, under-followed or out-of-favor companies.
*  Special Venture Fund -- Seeks capital appreciation through equity
securities of entrepreneurially managed funds.
*  Young Investor Fund -- Invests in securities of companies that affect the
lives of children or teenagers.
*  Capital Opportunities Fund -- Takes a long-term approach to emerging growth
by selecting quality companies with the potential to generate high levels of
earnings growth over a three- to five-year period.
*  International Fund -- Invests in a diversified portfolio of foreign
securities.
*Money market mutual funds strive to maintain a $1 per share net asset value,
but there is no assurance that the fund will be able to maintain a stable net
asset value. The net asset value of a fund that invests in securities issued
or guaranteed by the U.S. government is not guaranteed.
<PAGE>
Investment Trust 
Trustees
Timothy K. Armour
President of Mutual Fund Division and 
Director of Stein Roe & Farnham Incorporated
Kenneth L. Block
Chairman Emeritus, A. T. Kearney, Inc.
William W. Boyd
Chairman and Director of Sterling Plumbing Group, Inc.
Lindsay Cook
Senior Vice-President of Liberty Financial Companies, Inc.
Francis W. Morley
Chairman, Employer Plan Administrators
and Consultants Co.
Charles R. Nelson
Van Voorhis Professor of Political Economy, University of Washington
Gordon R. Worley
Private investor

Officers
Timothy K. Armour, President
Jilaine H. Bauer, Executive Vice-President,  Secretary
N. Bruce Callow, Executive Vice-President
Hans P. Ziegler, Executive Vice-President
Gary A. Anetsberger, Senior Vice- President, Controller
David P. Brady, Vice-President
Thomas W. Butch, Vice-President
Daniel K. Cantor, Vice-President
Robert A. Christensen, Vice-President
E. Bruce Dunn, Vice-President
Erik P. Gustafson, Vice-President
Philip D. Hausken, Vice-President
Harvey B. Hirschhorn, Vice-President
Stephen P. Lautz, Vice-President
Eric S. Maddix, Vice-President
Lynn C. Maddox, Vice-President
Anne E. Marcel, Vice-President
Nicolette D. Parrish, Vice-President, 
 Assistant Secretary
Richard B. Peterson, Vice-President
Gloria J. Santella, Vice-President
Thomas P. Sorbo, Vice-President
Kenneth A. Kalina, Treasurer
Janet B. Rysz, Assistant Secretary

Agents and Advisers
Stein Roe & Farnham Incorporated
Investment Adviser
Rockefeller & Co., Inc.
Investment Sub-Adviser
State Street Bank and Trust Company
Custodian
SteinRoe Services Inc.
Transfer Agent
Bell, Boyd & Lloyd
Legal Counsel to the Trust
Arthur Andersen LLP
Independent Public Accountants
<PAGE>
To Contact Us. . . 
By Phone 1 800 338-2550
You can discuss your investment questions with a SteinRoe account
representative by calling us toll free. We'll be happy to answer questions
about your current account, or to provide you with information about opening a
SteinRoe Fund account, including SteinRoe IRAs. We're available weekdays from
7 a.m. to 7 p.m. (central time). And starting in July, you can reach us seven
days a week -- from 7 a.m. to 8 p.m. weekdays and from 8 a.m. to 5 p.m.
Saturday and Sunday (central time).

SteinRoe's Funds-on-Call(R)
24-Hour Service Line
Using a touch-tone phone, call our toll-free number anytime, day or night, for
your current account balance, the latest SteinRoe Fund prices and yields, and
other information. In addition, if you have a Personal Identification Number
(PIN), you may place orders for the following transactions 24 hours a day:
* Exchange shares between your SteinRoe accounts
* Purchase Fund shares by electronic transfer
* Order additional account statements and Money Market Fund checks
* Redeem shares by check, wire or electronic transfer
Please contact an account representative if you would like to apply for a PIN.

Retirement Plan Accounts
Call us for information about how we can assist you with your defined
contribution plan, including 401(k) plans. You can reach us toll free at 1 800
322-1130.

By Mail
If you prefer to contact us by mail, please address all correspondence to:
P.O. Box 804058, Chicago, 
IL 60680.

In Person
If you are in the Chicago area, please visit our Investor Center located in
downtown Chicago at One South Wacker Drive. Our account representatives can
answer questions about your current fund investments or provide you
information about any of the SteinRoe Funds and retirement plans. Stop by
anytime between 8 a.m. and 5:15 p.m.

This report must be preceded or accompanied by a prospectus.
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The SteinRoe Funds
SteinRoe Government Reserves
SteinRoe Cash Reserves
SteinRoe Limited Maturity Income Fund
SteinRoe Government Income Fund
SteinRoe Intermediate Bond Fund
SteinRoe Income Fund
SteinRoe Municipal Money Market Fund
SteinRoe Intermediate Municipals
SteinRoe Managed Municipals
SteinRoe High-Yield Municipals
SteinRoe Total Return Fund
SteinRoe Prime Equities
SteinRoe Young Investor Fund
SteinRoe Growth Stock Fund
SteinRoe Capital Opportunities Fund
SteinRoe Special Fund
SteinRoe Special Venture Fund
SteinRoe International Fund

P.O. Box 804058
Chicago, Illinois 60680
1 800 338-2550
In Chicago, visit our Investor Center
at One South Wacker Drive
Liberty Securities Corporation, Distributor
5/95
20056



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