1933 Act Registration No. 33-11351
1940 Act File No. 811-4978
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933 [X]
Post-Effective Amendment No. 41 [X]
and
REGISTRATION STATEMENT UNDER
THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 42 [X]
STEIN ROE INVESTMENT TRUST
One South Wacker Drive, Chicago, Illinois 60606
Telephone Number: 1-800-338-2550
Jilaine Hummel Bauer Cameron S. Avery
Executive Vice-President Bell, Boyd & Lloyd
& Secretary Three First National Plaza
Stein Roe Investment Trust Suite 3300
One South Wacker Drive 70 W. Madison Street
Chicago, Illinois 60606 Chicago, Illinois 60602
(Agents for Service)
It is proposed that this filing will become effective (check
appropriate box):
[X] immediately upon filing pursuant to paragraph (b)
[ ] on (date) pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[ ] on (date) pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] on (date) pursuant to paragraph (a)(2) of rule 485
Registrant has previously elected to register pursuant to Rule
24f-2 an indefinite number of shares of beneficial interest of
the following series: Stein Roe Growth & Income Fund, Stein Roe
Balanced Fund, Stein Roe Growth Stock Fund, Stein Roe Capital
Opportunities Fund, Stein Roe Special Fund, Stein Roe
International Fund, Stein Roe Young Investor Fund, Stein Roe
Special Venture Fund, Stein Roe Emerging Markets Fund, and Stein
Roe Growth Opportunities Fund. The Rule 24f-2 Notice for the
fiscal year ended September 30, 1996 was filed on November 14,
1996.
This amendment to the Registration Statement has also been signed
by SR&F Base Trust as it relates to Stein Roe Growth & Income
Fund, Stein Roe Balanced Fund, Stein Roe Growth Stock Fund, Stein
Roe Young Investor Fund, Stein Roe Special Fund, Stein Roe Special
Venture Fund, and Stein Roe International Fund.
<PAGE>
STEIN ROE INVESTMENT TRUST
CROSS REFERENCE SHEET
Item
No. Caption
Part A
1 Front cover
2 Fee Table; Summary
3 (a) Financial Highlights
(b) Financial Highlights
(c) Investment Return
(d) Financial Highlights
4 Organization and Description of Shares; The Fund[s];
Investment Policies; Investment Restrictions; Risks
and Investment Considerations; Portfolio Investments and
Strategies; Summary--Investment Risks
5 (a) Management--Trustees and Investment Adviser
(b) Management--Trustees and Investment Adviser,
Fees and Expenses
(c) Management--Portfolio Managers
(d) Inapplicable
(e) Management--Transfer Agent
(f) Management--Fees and Expenses; Financial Highlights
(g) Inapplicable
5A Inapplicable
6 (a) Organization and Description of Shares; see Statement of
Additional Information--General Information and History
(b) Inapplicable
(c) Organization and Description of Shares
(d) Organization and Description of Shares
(e) Summary
(f) Distributions and Income Taxes; Shareholder Services
(g) Distributions and Income Taxes
(h) Special Considerations Regarding Master Fund/Feeder Fund
Structure
7 How to Purchase Shares
(a) Management--Distributor
(b) How to Purchase Shares;
Net Asset Value
(c) Inapplicable
(d) How to Purchase Shares
(e) Inapplicable
(f) Inapplicable
8 (a) How to Redeem Shares; Shareholder Services
(b) How to Purchase Shares
(c) How to Redeem Shares
(d) How to Redeem Shares
9 Inapplicable
Part B
10 Cover page
11 Table of Contents
12 General Information and History
13 Investment Policies; Portfolio Investments and Strategies;
Investment Restrictions
14 Management
15(a) Inapplicable
(b) Principal Shareholders
(c) Principal Shareholders
16(a) Investment Advisory Services; Management; see prospectus:
Management
(b) Investment Advisory Services
(c) Inapplicable
(d) Investment Advisory Services
(e) Inapplicable
(f) Inapplicable
(g) Inapplicable
(h) Custodian; Independent Public Accountants
(i) Transfer Agent
17(a) Portfolio Transactions
(b) Inapplicable
(c) Portfolio Transactions
(d) Portfolio Transactions
(e) Inapplicable
18 General Information and History
19(a) Purchases and Redemptions; see prospectus: How to Purchase
Shares, How to Redeem Shares, Shareholder Services
(b) Purchases and Redemptions; see prospectus: Net Asset Value
(c) Purchases and Redemptions
20 Additional Income Tax Considerations; Portfolio Investments
and Strategies--Taxation of Options and Futures
21(a) Distributor
(b) Inapplicable
(c) Inapplicable
22(a) Inapplicable
(b) Investment Performance
23 Financial Statements
Part C
24 Financial Statements and Exhibits
25 Persons Controlled By or Under Common Control with Registrant
26 Number of Holders of Securities
27 Indemnification
28 Business and Other Connections of Investment Adviser
29 Principal Underwriters
30 Location of Accounts and Records
31 Management Services
32 Undertakings
<PAGE>
The Prospectuses and Statements of Additional Information relating
to Stein Roe Growth & Income Fund, Stein Roe International Fund,
Stein Roe Young Investor Fund, Stein Roe Special Venture Fund,
Stein Roe Balanced Fund, Stein Roe Growth Stock Fund, Stein Roe
Capital Opportunities Fund, Stein Roe Special Fund, Stein Roe
Emerging Markets Fund, and Stein Roe Growth Opportunities Fund,
each a series of Stein Roe Investment Trust, are not affected by
the filing of this post-effective amendment No. 41.
<PAGE>
PART C. OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) 1. Financial statements included in Part A of this Amendment
to the Registration Statement: Financial Highlights.
2. Financial statements included in Part B of this Amendment:
Financial statements (investments as of September 30,
1996, balance sheets as of September 30, 1996, statements
of operations for the year ended September 30, 1996,
statements of changes in net assets for each of the two
years in the period ended September 30, 1996, and notes
thereto) are incorporated by reference to Registrant's
September 30, 1996 annual reports.
(b) Exhibits: [Note: As used herein, the term "Registration
Statement" refers to the Registration Statement of the
Registrant on Form N-1A under the Securities Act of 1933, No.
33-11351. The terms "Pre-Effective Amendment" and "PEA"
refer, respectively, to a pre-effective amendment and a post-
effective amendment to the Registration Statement.]
1. (a) Agreement and Declaration of Trust as amended through
February 1, 1996. (Exhibit 1 to PEA #32.)*
(b) Amendment dated December 31, 1996 to Agreement and
Declaration of Trust. (Exhibit 1(b) to PEA #37.)*
2. By-Laws of Registrant as amended through February 3,
1993. (Exhibit 2 to PEA #34).*
3. None.
4. Inapplicable.
5. Management agreement between Registrant and Stein Roe
& Farnham Incorporated (the "Adviser") as amended
through July 1, 1996. (Exhibit 5(a) to PEA #34.)*
6. (a) Underwriting agreement between Registrant and Liberty
Securities Corporation dated June 22, 1987 as amended
through October 28, 1992. (Exhibit 6 to PEA #34).*
(b) Specimen copy of selected dealer agreement. (Exhibit
6(b) to PEA #40.)*
7. None.
8. Custodian contract between Registrant and State Street
Bank and Trust Company as amended through May 8, 1995.
(Exhibit 8 to PEA #31.)*
9. (a) Restated Transfer Agency Agreement between Registrant
and SteinRoe Services Inc. dated August 1,
1995.(Exhibit 9(a) to PEA #31.)*
(b) Accounting and Bookkeeping Agreement dated August 1,
1994. (Exhibit 9(b) to PEA #34.)*
(c) Administrative Agreement between Registrant and the
Adviser dated August 15, 1995 as amended through July
1, 1996. (Exhibit 9(c) to PEA #34.)*
(d) Sub-transfer agent agreement with Colonial Investors
Service Center as amended through June 30, 1997.
10. (a) Opinions and consents of Ropes & Gray. (Exhibit 10(a)
to PEA #34).*
(b) Opinions and consents of Bell, Boyd & Lloyd with
respect to SteinRoe Prime Equities (now named Stein
Roe Growth & Income Fund), Stein Roe Capital
Opportunities Fund, Stein Roe Special Fund, SteinRoe
Stock Fund (now named Stein Roe Growth Stock Fund),
SteinRoe Total Return Fund (now named Stein Roe
Balanced Fund), Stein Roe International Fund,
Stein Roe Young Investor Fund, and Stein Roe Special
Venture Fund. (Exhibit 10(b) to PEA #34).*
(c) Opinion and consent of Bell, Boyd & Lloyd with
respect to Stein Roe Emerging Markets Fund. (Exhibit
10(c) to PEA #37.)*
(d) Opinion and consent of Bell, Boyd & Lloyd with
respect to Stein Roe Growth Opportunities Fund.
(Exhibit 10(d) to PEA #39.)*
11. (a) Consent of Arthur Andersen LLP, independent public
accountants.
(b) Consent of Morningstar, Inc. (Exhibit 11(b) to PEA
#34).*
12. Unaudited financial statements (schedule of investments,
balance sheet, statement of operations, statement of
changes in net assets, and notes thereto) as of March 31,
1997, relating to the series Stein Roe Emerging Markets
Fund.
13. Inapplicable.
14. (a) Stein Roe & Farnham Funds Individual Retirement
Account Plan.
(b) Stein Roe & Farnham Prototype Paired Defined
Contribution Plan.**
15. None.
16. Schedules for computation of each performance
quotation provided in the Registration Statement in
response to Item 22 for SteinRoe Prime Equities (now
named Stein Roe Growth & Income Fund), Stein Roe Total
Return Fund (now named Stein Roe Balanced Fund), Stein
Roe Stock Fund (now named Stein Roe Growth Stock Fund),
Stein Roe Capital Opportunities Fund, Stein Roe Special
Fund, Stein Roe International Fund, Stein Roe Young
Investor Fund, and Stein Roe Special Venture Fund.
(Exhibit 16 to PEA #34).*
17. (a) Financial Data Schedule--Stein Roe Growth & Income
Fund.
(b) Financial Data Schedule--Stein Roe Balanced Fund.
(c) Financial Data Schedule--Stein Roe Growth Stock Fund.
(d) Financial Data Schedule--Stein Roe Capital
Opportunities Fund.
(e) Financial Data Schedule--Stein Roe Special Fund.
(f) Financial Data Schedule--Stein Roe International
Fund.
(g) Financial Data Schedule--Stein Roe Young Investor
Fund.
(h) Financial Data Schedule--Stein Roe Special Venture
Fund.
(i) Financial Data Schedule--Stein Roe Emerging Markets
Fund
18. Inapplicable
19. (Miscellaneous.)
(a) Mutual Fund Application. (Exhibit 19(a) to PEA #40.)*
(b) Automatic Redemption Services Application. (Exhibit
19(c) to PEA #34).*
_______________________
*Incorporated by reference.
**Incorporated by reference to Exhibit 14(b) to post-effective
amendment No. 13 to the Registration Statement on Form N-1A of
Stein Roe Income Trust, No. 33-02633.
Item 25. Persons Controlled By or Under Common Control with
Registrant.
The Registrant does not consider that it is directly or indirectly
controlling, controlled by, or under common control with other
persons within the meaning of this Item. See "Investment Advisory
Services," "Management," and "Transfer Agent" in the Statement of
Additional Information, each of which is incorporated herein by
reference.
Item 26. Number of Holders of Securities.
Number of Record Holders
Title of Series as of April 30, 1997
--------------------------------- -------------------------
Stein Roe Growth & Income Fund 7,953
Stein Roe International Fund 3,801
Stein Roe Young Investor Fund 85,569
Stein Roe Special Venture Fund 4,225
Stein Roe Emerging Markets Fund 3,404
Stein Roe Balanced Fund 6,415
Stein Roe Growth Stock Fund 13,127
Stein Roe Capital Opportunities Fund 38,269
Stein Roe Special Fund 33,572
Stein Roe Growth Opportunities Fund 0
Item 27. Indemnification.
Article Tenth of the Agreement and Declaration of Trust of
Registrant (Exhibit 1), which Article is incorporated herein by
reference, provides that Registrant shall provide indemnification
of its trustees and officers (including each person who serves or
has served at Registrant's request as a director, officer, or
trustee of another organization in which Registrant has any
interest as a shareholder, creditor or otherwise) ("Covered
Persons") under specified circumstances.
Section 17(h) of the Investment Company Act of 1940 ("1940 Act")
provides that neither the Agreement and Declaration of Trust nor
the By-Laws of Registrant, nor any other instrument pursuant to
which Registrant is organized or administered, shall contain any
provision which protects or purports to protect any trustee or
officer of Registrant against any liability to Registrant or its
shareholders to which he would otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence, or reckless
disregard of the duties involved in the conduct of his office. In
accordance with Section 17(h) of the 1940 Act, Article Tenth shall
not protect any person against any liability to Registrant or its
shareholders to which he would otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence, or reckless
disregard of the duties involved in the conduct of his office.
Unless otherwise permitted under the 1940 Act,
(i) Article Tenth does not protect any person against any
liability to Registrant or to its shareholders to which he would
otherwise be subject by reason of willful misfeasance, bad faith,
gross negligence, or reckless disregard of the duties involved in
the conduct of his office;
(ii) in the absence of a final decision on the merits by a
court or other body before whom a proceeding was brought that a
Covered Person was not liable by reason of willful misfeasance,
bad faith, gross negligence, or reckless disregard of the duties
involved in the conduct of his office, no indemnification is
permitted under Article Tenth unless a determination that such
person was not so liable is made on behalf of Registrant by (a)
the vote of a majority of the trustees who are neither "interested
persons" of Registrant, as defined in Section 2(a)(19) of the 1940
Act, nor parties to the proceeding ("disinterested, non-party
trustees"), or (b) an independent legal counsel as expressed in a
written opinion; and
(iii) Registrant will not advance attorneys' fees or other
expenses incurred by a Covered Person in connection with a civil
or criminal action, suit or proceeding unless Registrant receives
an undertaking by or on behalf of the Covered Person to repay the
advance (unless it is ultimately determined that he is entitled to
indemnification) and (a) the Covered Person provides security for
his undertaking, or (b) Registrant is insured against losses
arising by reason of any lawful advances, or (c) a majority of the
disinterested, non-party trustees of Registrant or an independent
legal counsel as expressed in a written opinion, determine, based
on a review of readily available facts (as opposed to a full
trial-type inquiry), that there is reason to believe that the
Covered Person ultimately will be found entitled to
indemnification.
Any approval of indemnification pursuant to Article Tenth does not
prevent the recovery from any Covered Person of any amount paid to
such Covered Person in accordance with Article Tenth as
indemnification if such Covered Person is subsequently adjudicated
by a court of competent jurisdiction not to have acted in good
faith in the reasonable belief that such Covered Person's action
was in, or not opposed to, the best interests of Registrant or to
have been liable to Registrant or its shareholders by reason of
willful misfeasance, bad faith, gross negligence, or reckless
disregard of the duties involved in the conduct of such Covered
Person's office.
Article Tenth also provides that its indemnification provisions
are not exclusive.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to trustees, officers, and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, Registrant has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment
by Registrant of expenses incurred or paid by a trustee, officer,
or controlling person of Registrant in the successful defense of
any action, suit, or proceeding) is asserted by such trustee,
officer, or controlling person in connection with the securities
being registered, Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of
whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final
adjudication of such issue.
Registrant, its trustees and officers, its investment adviser, the
other investment companies advised by the adviser, and persons
affiliated with them are insured against certain expenses in
connection with the defense of actions, suits, or proceedings, and
certain liabilities that might be imposed as a result of such
actions, suits, or proceedings. Registrant will not pay any
portion of the premiums for coverage under such insurance that
would (1) protect any trustee or officer against any liability to
Registrant or its shareholders to which he would otherwise be
subject by reason of willful misfeasance, bad faith, gross
negligence, or reckless disregard of the duties involved in the
conduct of his office or (2) protect its investment adviser or
principal underwriter, if any, against any liability to Registrant
or its shareholders to which such person would otherwise be
subject by reason of willful misfeasance, bad faith, or gross
negligence, in the performance of its duties, or by reason of its
reckless disregard of its duties and obligations under its
contract or agreement with the Registrant; for this purpose the
Registrant will rely on an allocation of premiums determined by
the insurance company.
Pursuant to the indemnification agreement among the Registrant,
its transfer agent and its investment adviser dated July 1, 1995,
the Registrant, its trustees, officers and employees, its transfer
agent and the transfer agent's directors, officers and employees
are indemnified by Registrant's investment adviser against any and
all losses, liabilities, damages, claims and expenses arising out
of any act or omission of the Registrant or its transfer agent
performed in conformity with a request of the investment adviser
that the transfer agent and the Registrant deviate from their
normal procedures in connection with the issue, redemption or
transfer of shares for a client of the investment adviser.
Registrant, its trustees, officers, employees and representatives
and each person, if any, who controls the Registrant within the
meaning of Section 15 of the Securities Act of 1933 are
indemnified by the distributor of Registrant's shares (the
"distributor"), pursuant to the terms of the distribution
agreement, which governs the distribution of Registrant's shares,
against any and all losses, liabilities, damages, claims and
expenses arising out of the acquisition of any shares of the
Registrant by any person which (i) may be based upon any wrongful
act by the distributor or any of the distributor's directors,
officers, employees or representatives or (ii) may be based upon
any untrue or alleged untrue statement of a material fact
contained in a registration statement, prospectus, statement of
additional information, shareholder report or other information
covering shares of the Registrant filed or made public by the
Registrant or any amendment thereof or supplement thereto or the
omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statement
therein not misleading if such statement or omission was made in
reliance upon information furnished to the Registrant by the
distributor in writing. In no case does the distributor's
indemnity indemnify an indemnified party against any liability to
which such indemnified party would otherwise be subject by reason
of willful misfeasance, bad faith, or negligence in the
performance of its or his duties or by reason of its or his
reckless disregard of its or his obligations and duties under the
distribution agreement.
Item 28. Business and Other Connections of Investment Adviser.
The Adviser is a wholly-owned subsidiary of SteinRoe Services Inc.
("SSI"), which in turn is a wholly-owned subsidiary of Liberty
Financial Companies, Inc., which is a majority owned subsidiary
of LFC Holdings, Inc., which in turn is a subsidiary of Liberty
Mutual Equity Corporation, which in turn is a subsidiary of
Liberty Mutual Insurance Company. The Adviser acts as investment
adviser to individuals, trustees, pension and profit-sharing
plans, charitable organizations, and other investors. In addition
to Registrant, it also acts as nvestment adviser to other
investment companies having different investment policies.
For a two-year business history of officers and directors of the
Adviser, please refer to the Form ADV of Stein Roe & Farnham
Incorporated and to the section of the statement of additional
information (part B) entitled "Investment Advisory Services."
Certain directors and officers of the Adviser also serve and have
during the past two years served in various capacities as
officers, directors, or trustees of SSI and of the Registrant,
Stein Roe Income Trust, Stein Roe Municipal Trust, SR&F Base
Trust, Stein Roe Trust, Stein Roe Institutional Trust, Stein Roe
Advisor Trust, SteinRoe Variable Investment Trust, and LFC
Utilities Trust. (The listed entities are located at One South
Wacker Drive, Chicago, Illinois 60606, except for SteinRoe
Variable Investment Trust, which is located at Federal Reserve
Plaza, Boston, MA 02210 and LFC Utilities Trust, which is located
at One Financial Center, Boston, MA 02111.) A list of such
capacities is given below.
POSITION FORMERLY
HELD WITHIN
CURRENT POSITION PAST TWO YEARS
------------------- -----------------
STEINROE SERVICES INC.
Gary A. Anetsberger Vice President
Timothy K. Armour Vice President
Jilaine Hummel Bauer Vice President; Secretary
Kenneth J. Kozanda Vice President; Treasurer
Kenneth R. Leibler Director
C. Allen Merritt, Jr. Director; Vice President
Hans P. Ziegler Director, President, Vice Chairman
Chairman
SR&F BASE TRUST
Gary A. Anetsberger Senior Vice-President Controller
Timothy K. Armour President; Trustee
Jilaine Hummel Bauer Executive Vice-President;
Secretary Vice-President
Thomas W. Butch Executive Vice-President
Michael T. Kennedy Vice-President
Lynn C. Maddox Vice-President
Jane M. Naeseth Vice-President
Thomas P. Sorbo Vice-President
Hans P. Ziegler Executive Vice-President
STEIN ROE INCOME TRUST
Gary A. Anetsberger Senior Vice-President Controller
Timothy K. Armour President; Trustee
Jilaine Hummel Bauer Executive Vice-President; Secy.
Thomas W. Butch Executive Vice-President Vice-President
Philip J. Crosley Vice-President
Michael T. Kennedy Vice-President
Steven P. Luetger Vice-President
Lynn C. Maddox Vice-President
Anne E. Marcel Vice-President
Jane M. Naeseth Vice-President
Thomas P. Sorbo Vice-President
Hans P. Ziegler Executive Vice-President
STEIN ROE INVESTMENT TRUST
Gary A. Anetsberger Senior Vice-President Controller
Timothy K. Armour President; Trustee
Jilaine Hummel Bauer Executive Vice-President; Secy.
Bruno Bertocci Vice-President
David P. Brady Vice-President
Thomas W. Butch Executive Vice-President Vice-President
Daniel K. Cantor Vice-President
Philip J. Crosley Vice-President
E. Bruce Dunn Vice-President
Erik P. Gustafson Vice-President
David P. Harris Vice-President
Harvey B. Hirschhorn Vice-President
Eric S. Maddix Vice-President
Lynn C. Maddox Vice-President
Anne E. Marcel Vice-President
Richard B. Peterson Vice-President
Gloria J. Santella Vice-President
Thomas P. Sorbo Vice-President
Hans P. Ziegler Executive Vice-President
STEIN ROE MUNICIPAL TRUST
Gary A. Anetsberger Senior Vice-President Controller
Timothy K. Armour President; Trustee
Jilaine Hummel Bauer Executive V-P; Sec'y
Thomas W. Butch Executive Vice-President Vice-President
Joanne T. Costopoulos Vice-President
Philip J. Crosley Vice-President
Lynn C. Maddox Vice-President
M. Jane McCart Vice-President
Anne E. Marcel Vice-President
Thomas P. Sorbo Vice-President
Hans P. Ziegler Executive Vice-President
STEIN ROE ADVISOR TRUST
Gary A. Anetsberger Senior Vice-President
Timothy K. Armour President; Trustee
Jilaine Hummel Bauer Executive V-P; Secretary
Bruno Bertocci Vice-President
David P. Brady Vice-President
Thomas W. Butch Executive Vice-President Vice-President
Daniel K. Cantor Vice-President
Philip J. Crosley Vice-President
E. Bruce Dunn Vice-President
Erik P. Gustafson Vice-President
David P. Harris Vice-President
Harvey B. Hirschhorn Vice-President
Eric S. Maddix Vice-President
Lynn C. Maddox Vice-President
Anne E. Marcel Vice-President
Richard B. Peterson Vice-President
Gloria J. Santella Vice-President
Thomas P. Sorbo Vice-President
Hans P. Ziegler Executive Vice-President
STEIN ROE INSTITUTIONAL TRUST and STEIN ROE TRUST
Gary A. Anetsberger Senior Vice-President
Timothy K. Armour President; Trustee
Jilaine Hummel Bauer Executive V-P; Secretary
Thomas W. Butch Executive Vice-President Vice-President
Philip J. Crosley Vice-President
Michael T. Kennedy Vice-President
Steven P. Luetger Vice-President
Lynn C. Maddox Vice-President
Anne E. Marcel Vice-President
Jane M. Naeseth Vice-President
Thomas P. Sorbo Vice-President
Hans P. Ziegler Executive Vice-President
STEINROE VARIABLE INVESTMENT TRUST
Gary A. Anetsberger Treasurer
Timothy K. Armour Vice President
Jilaine Hummel Bauer Vice President
E. Bruce Dunn Vice President
Erik P. Gustafson Vice President
Harvey B. Hirschhorn Vice President
Michael T. Kennedy Vice President
Jane M. Naeseth Vice President
Richard B. Peterson Vice President
LFC UTILITIES TRUST
Gary A. Anetsberger Vice President
Ophelia L. Barsketis Vice President
Deborah A. Jansen Vice President
Item 29. Principal Underwriters.
Registrant's principal underwriter, Liberty Securities
Corporation, is a wholly owned subsidiary of Liberty Investment
Services, Inc., a wholly owned subsidiary of Liberty Financial
Services, Inc. which, in turn, is a wholly owned subsidiary of
Liberty Financial Companies, Inc. Liberty Financial Companies,
Inc. is a public corporation whose majority shareholder is LFC
Holdings, Inc., a wholly owned subsidiary of Liberty Mutual Equity
Corporation. Liberty Mutual Equity Corporation is a wholly owned
subsidiary of Liberty Mutual Insurance Company.
Liberty Securities Corporation is principal underwriter for the
following investment companies:
Stein Roe Income Trust
Stein Roe Municipal Trust
Stein Roe Investment Trust
Stein Roe Institutional Trust
Stein Roe Advisor Trust
Stein Roe Trust
Set forth below is information concerning the directors and
officers of Liberty Securities Corporation:
Positions
Positions and Offices and Offices
Name with Underwriter with Registrant
- ------------------ -------------------- --------------
Porter P. Morgan Chairman of the Board; Director None
Frank L. Tarantino President; Chief Operating
Officer; Director None
Robert L. Spadafora Executive Vice President -
Sales and Marketing None
John T. Treece, Jr. Senior Vice President - Operations None
John W. Reading Senior Vice President and
Assistant Secretary None
Valerie A. Arendell Senior Vice President - Sales None
Gerald H. Stanney, Vice President and Compliance
Jr. Officer (Boston) None
Jilaine Hummel Bauer Vice President and Compliance Exec. V-P &
Officer (Chicago) Secretary
Bruce F. Ripepi Vice President, General Counsel None
and Assistant Secretary
Timothy K. Armour Vice President President,
Trustee
Lindsay Cook Vice President Trustee
Ralph E. Nixon Vice President None
Joyce B. Riegel Vice President None
Heidi J. Walter Vice President V-P
Glenn E. Williams Assistant Vice President None
Philip J. Iudice Treasurer None
John A. Benning Secretary None
John A. Davenport Assistant Secretary None
Marjorie M. Pluskota Assistant Secretary None
C. Allen Merritt, Jr. Assistant Treasurer; Assistant
Secretary; Director None
The principal business address of Mr. Armour, Ms. Bauer, Ms.
Pluskota, Ms. Riegel and Ms. Walter is One South Wacker Drive,
Chicago, IL 60606; that of Mr. Williams is Two Righter Parkway,
Wilmington, DE 19803; that of Mr. Ripepi is 100 Manhattanville
Road, Purchase, NY 10577; and that of the other officers is 600
Atlantic Avenue, Boston, MA 02210-2214.
Item 30. Location of Accounts and Records.
Registrant maintains the records required to be maintained by it
under Rules 31a-1(a), 31a-1(b), and 31a-2(a) under the Investment
Company Act of 1940 at its principal executive offices at One
South Wacker Drive, Chicago, Illinois 60606. Certain records,
including records relating to Registrant's shareholders and the
physical possession of its securities, may be maintained pursuant
to Rule 31a-3 at the main office of Registrant's transfer agent or
custodian.
Item 31. Management Services.
None.
Item 32. Undertakings.
If requested to do so by the holders of at least 10% of the
Trust's outstanding shares, the Trust will call a special meeting
for the purpose of voting upon the question of removal of a
trustee or trustees and will assist in the communications with
other shareholders as if the Trust were subject to Section 16(c)
of the Investment Company Act of 1940.
Since the information called for by Item 5A is contained in the
latest annual reports to shareholders, Registrant undertakes with
respect to each series to furnish each person to whom a prospectus
is delivered with a copy of the latest annual report to
shareholders upon request and without charge.
Registrant hereby undertakes to file a post-effective amendment
using financial statements relating to the series Stein Roe Growth
Opportunities Fund, which need not be certified, within four to
six months from the effective date of this Registration Statement.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it
meets all of the requirements for effectiveness of this
registration statement pursuant to Rule 485(b) under the Securities
Act of 1933 and has duly caused this amendment to the Registration
Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Chicago and State of Illinois on
the 11th day of June, 1997.
STEIN ROE INVESTMENT TRUST
By TIMOTHY K. ARMOUR
Timothy K. Armour, President
Pursuant to the requirements of the Securities Act of 1933,
this amendment to the Registration Statement has been signed below
by the following persons in the capacities and on the dates
indicated:
Signature Title* Date
- ------------------------ --------------------- ---------------
TIMOTHY K. ARMOUR President and Trustee June 11, 1997
Timothy K. Armour
Principal Executive Officer
GARY A. ANETSBERGER Senior Vice-President June 11, 1997
Gary A. Anetsberger
Principal Financial Officer
SHARON R. ROBERTSON Controller June 11, 1997
Sharon R. Robertson
Principal Accounting Officer
KENNETH L. BLOCK Trustee June 11, 1997
Kenneth L. Block
WILLIAM W. BOYD Trustee June 11, 1997
William W. Boyd
LINDSAY COOK Trustee June 11, 1997
Lindsay Cook
DOUGLAS A. HACKER Trustee June 11, 1997
Douglas A. Hacker
JANET LANGFORD KELLY Trustee June 11, 1997
Janet Langford Kelly
FRANCIS W. MORLEY Trustee June 11, 1997
Francis W. Morley
CHARLES R. NELSON Trustee June 11, 1997
Charles R. Nelson
THOMAS C. THEOBALD Trustee June 11, 1997
Thomas C. Theobald
*This amendment to the Registration Statement has also been signed
by the above persons in their capacities as trustees and officers
of SR&F Base Trust.
<PAGE>
STEIN ROE INVESTMENT TRUST
INDEX TO EXHIBITS FILED WITH THIS AMENDMENT
Exhibit
Number Description
- ------- ------------
9(d) Sub-transfer agent agreement
11(a) Consent of Arthur Andersen LLP
12 Unaudited financial statements relating to Stein Roe
Emerging Markets Fund
14(a) Stein Roe & Farnham Funds Individual Retirement Account
Plan.
17(a) Financial Data Schedule for Stein Roe Growth & Income
Fund
17(b) Financial Data Schedule for Stein Roe Balanced Fund
17(c) Financial Data Schedule for Stein Roe Growth Stock Fund
17(d) Financial Data Schedule for Stein Roe Capital
Opportunities Fund
17(e) Financial Data Schedule for Stein Roe Special Fund
17(f) Financial Data Schedule for Stein Roe International Fund
17(g) Financial Data Schedule for Stein Roe Young Investor
Fund
17(h) Financial Data Schedule for Stein Roe Special Venture
Fund
17(i) Financial Data Schedule for Stein Roe Emerging Markets
Fund
<PAGE> 1
EXHIBIT 9(d)
SUB-TRANSFER AGENT AGREEMENT
Agreement dated as of July 3, 1996, between SteinRoe
Services Inc. ("SSI"), a Massachusetts corporation, for
itself and on behalf SteinRoe Municipal Trust, SteinRoe
Income Trust and SteinRoe Investment Trust, each a
Massachusetts business trust (all referred to herein as the
"Trust") comprised of the series of portfolios listed in
Schedule A (as the same may from time to time be amended to
add or to delete one or more series, all referred to herein
as the "Fund"), and Colonial Investors Service Center, Inc.
("CISC"), a Massachusetts corporation.
WHEREAS, the Trust has appointed SSI as Transfer Agent,
Registrar and Dividend Disbursing Agent for the Fund, a
registered investment company, pursuant to Restated Agency
Agreement dated August 1, 1995 ("Transfer Agent Agreement");
WHEREAS, SSI is a registered transfer agent duly
authorized to appoint CISC as its agent for purposes of
performing certain transfer agency, registration and dividend
disbursement services in respect of the Trust;
WHEREAS, CISC desires to accept such appointment and to
perform such services upon the terms and subject to the
conditions set forth herein; and
WHEREAS, Stein Roe & Farnham, Inc. ("SRF") is the
investment adviser to the Fund and Liberty Securities
Corporation is the principal underwriter of its shares.
NOW THEREFORE, in consideration of the mutual promises
and covenants set forth herein, the parties hereto agree as
follows:
1. Appointment. SSI hereby appoints CISC to act as its
agent in respect of the purchase, redemption and transfer of
Fund shares and dividend disbursing services in connection
with such shares other than with respect to Fund shares (a)
held under Stein Roe Counselor [service mark] for which SSI
shall perform such services and (b) held in omnibus accounts
with respect to which such services are performed by third
party financial institutions as described in the Fund's
Prospectus from time to time. CISC accepts such appointments
and will perform the duties and functions described herein in
the manner hereinafter set forth. In respect of its duties
and obligations pursuant to this Agreement, CISC will act as
agent of SSI and not as agent of the Trust nor the Fund.
CISC agrees to provide the necessary facilities,
equipment and personnel to perform its duties and obligations
hereunder in accordance with the practice of transfer agents
of investment companies registered with the Securities and
Exchange Commission and in compliance with all laws
applicable to mutual fund transfer agents and the Fund.
<PAGE> 2
CISC agrees that it shall perform usual and ordinary
services as transfer agent, registrar and dividend disbursing
agent, which are necessary and appropriate for investment
companies registered with the Securities and Exchange
Commission, except as otherwise specifically excluded herein,
including but not limited to: receiving and processing
payments for purchases of Fund shares, opening shareholder
accounts, receiving and processing requests for liquidation
of Fund shares , transferring and canceling stock
certificates, maintaining all shareholder accounts, preparing
annual shareholder meetings lists, corresponding with
shareholders regarding transaction rejections, providing
order room services to brokers, withholding taxes on
accounts, disbursing income dividends and capital gains
distributions, preparing and filing U.S. Treasury Department
Form 1099 for shareholders, preparing and mailing
confirmation forms to shareholders for all purchases and
liquidations of Fund shares and other confirmable
transactions in shareholder accounts, recording reinvestment
of dividends and distributions in Fund shares, and causing
liquidation of shares and disbursements to be made to
withdrawal plan holders. The services to be performed by
CISC under this Agreement may be set forth in a procedures
manual and other documents as mutually agreed to by CISC and
SSI. Specifically excluded from the services to be provided
by CISC are the following: mailing proxy materials,
receiving and tabulating proxies, mailing shareholder reports
and prospectuses, account research, shareholder
correspondence and telephone services regarding general
inquiries, information requests and all other matters except
transaction rejections, all of which SRS agrees to continue
to perform directly on behalf of the Trust and the Fund.
2. Fees and Charges. SSI will pay CISC for the services
provided hereunder in accordance with and in the manner set
forth in Schedule B to this Agreement.
3. Representations and Warranties of CISC. CISC
represents and warrants to SSI that:
(a) It is a corporation duly organized and existing in
good standing under the laws of the Commonwealth of
Massachusetts;
(b) It is duly qualified to carry on its business in the
Commonwealth of Massachusetts;
(c) It is empowered under applicable state and federal
laws and by its Articles of Organization and By-Laws
to enter into and perform the services contemplated
by this Agreement and it is in compliance and shall
continue during the term of this Agreement to be in
compliance with all such applicable laws;
(d) All requisite corporate proceedings have been taken
to authorize it to enter into and perform this
Agreement;
(e) It has and shall continue to have and maintain the
necessary facilities, equipment and personnel to
perform its duties and obligations under this
Agreement; and
<PAGE> 3
(f) It has filed a Registration Statement on SEC Form TA-
1 and will file timely an amendment to same
respecting this Sub-Transfer Agent Agreement with the
Securities and Exchange Commission, it is duly
registered as a transfer agent as provided in Section
17Ac of the Securities and Exchange Act of 1934, and
it will remain so registered and will comply with all
state and federal laws and regulations relating to
transfer agents throughout the term of this
Agreement.
4. Representations and Warranties of SSI. SSI
represents and warrants to CISC that:
(a) It is a corporation duly organized and existing in
good standing under the laws of the Commonwealth of
Massachusetts;
(b) It is duly qualified to carry on its business in the
State of Illinois;
(c) It is empowered under applicable state and federal
laws and by its Articles of Organization and By-Laws
to enter into and perform the services contemplated
in this Agreement and in the Transfer Agent Agreement
and it is in compliance and shall continue during the
term of this Agreement to be in compliance with the
Transfer Agent Agreement and all such applicable
laws;
(d) All requisite corporate proceedings have been taken
to authorize it to enter into and perform this
Agreement;
(e) It has and shall continue to have and maintain the
necessary facilities, equipment and personnel to
perform its duties and obligations under this
Agreement and the Transfer Agent Agreement; and
(f) It has filed a Registration Statement on SEC Form TA-
1 and will file timely an amendment to same
respecting this Sub-Transfer Agent Agreement with the
Securities and Exchange Commission; it is duly
registered as a Transfer Agent as provided in Section
17Ac of the Securities Exchange Act of 1934; and it
will remain so registered and comply with all state
and federal laws and regulations relating to transfer
agents throughout the term of this Agreement.
5. Representations and Warranties of the Trust. The
Trust represents and warrants to CISC that:
(a) It is a business trust duly organized and existing
and in good standing under the laws of the State of
Massachusetts;
(b) The Fund is an open-end diversified management
investment company registered under the Investment
Company Act of 1940;
<PAGE> 4
(c) Registration statements under the Securities Act of
1933 and applicable state laws are currently
effective and will remain effective at all times with
respect to all shares of the Fund being offered for
sale;
(d) The Trust is empowered under applicable laws and
regulations and by its Agreement and Declaration of
Trust and By-Laws to enter into and perform this
Agreement; and
(e) All requisite proceedings and actions have been
taken to authorize it to enter into and perform this
Agreement.
6. Copies of Documents. SSI promptly from time to time
will furnish CISC with copies of the following Trust and Fund
documents and all amendments or supplements thereto: the
Agreement and Declaration of Trust ; the By-Laws; and the
Registration Statement under Securities Act of 1933, as
amended, and the Investment Company Act of 1940, as amended,
together with any other information reasonably requested by
CISC. The Prospectus and Statement of Additional Information
contained in such Registration Statement, as from time to
time amended and supplemented, are herein collectively
referred to as the "Fund's Prospectus."
On or before the date of effectiveness of this
Agreement, or as soon thereafter as is reasonably
practicable, and from time-to-time thereafter, SSI will
furnish CISC with certified copies of the resolutions of the
Trustees of the Trust authorizing this Agreement and
designating authorized persons to give instructions to CISC;
if applicable, a specimen of the certificate for shares of
the Fund in the form approved by the Trustees of the Trust,
with a certificate of the Secretary of the Trust as to such
approval; and certificates as to any change in any officer,
director, or authorized person of the SSI and the Trust.
7. Share Certificates. The Fund has resolved that all
of the Fund's shares shall hereafter be issued in
uncertificated form. Thus, CISC shall not be responsible for
the issuance of certificates representing shares in the Fund.
However, CISC shall maintain a record of each certificate
previously issued and outstanding, the number of shares
represented thereby, and the holder of record of such shares.
8. Lost or Destroyed Certificates. In case of the
alleged loss or destruction of any share certificate, no new
certificate shall be issued in lieu thereof, unless there
shall first be furnished to CISC an affidavit of loss or non-
receipt by the holder of shares with respect to which a
certificate has been lost or destroyed, supported by an
appropriate bond paid for by the shareholder which is
satisfactory to CISC and issued by a surety company
satisfactory to CISC. CISC shall place and maintain stop
transfer instructions on all lost certificates as to which it
receives notice.
9. Receipt of Funds for Investment. CISC will maintain
one or more accounts with The First National Bank of Boston
("Bank"),in the name of SSI into which
<PAGE> 5
it will deposit funds payable to CISC or SSI as agent for, or
otherwise identified as being for the account of, the Trust
or the Fund.
10. Shareholder Accounts. Upon receipt of any funds
referred to in paragraph 9, CISC will compute the number of
shares purchased by the shareholder according to the net
asset value of Fund shares determined in accordance with
applicable federal laws and regulations and as described in
the Prospectus of the Fund and:
(a) In the case of a new shareholder, open and maintain
an open account for such shareholder in the name or
names set forth in the subscription application form;
(b) Send to the shareholder a confirmation indicating the
amount of full and fractional shares purchased (in
the case of fractional shares, rounded to three
decimal places) and the price per share;
(c) In the case of a request to establish a plan or
program being offered by the Fund's Prospectus, open
and maintain such plan or program for the shareholder
in accordance with the terms thereof; and
(d) Perform such other services and initiate and maintain
such other books and records as are customarily
undertaken by transfer agents in maintaining
shareholder accounts for registered investment
company investors;
all subject to requirements set forth in the Fund's
Prospectus with respect to rejection of orders.
For closed accounts, CISC will maintain account records
through June of the calendar year following the year in which
the account is closed, or such other period of time as CISC
and SSI shall mutually agree in writing from time to time.
11. Unpaid Checks; Accounts Assigned for Collection.
If any check or other order for payment of money on the
account of any shareholder or new investor is returned unpaid
for any reason, CISC will:
(a) Give prompt notification to SRS of such non-payment
by facsimile sent prior to 9 a.m. E.S.T.; and
(b) Upon SSI's written instruction, received by facsimile
delivery not later than 11 a.m. E.S.T., authorize
payment of such order notwithstanding insufficient
shareholder account funds, on the condition that SSI
shall indemnify CISC and payor bank in respect of
such payment.
12. Dividends and Distributions. SSI will promptly
notify CISC of the declaration of any dividend or
distribution with respect to Fund shares, the amount of
<PAGE> 6
such dividend or distribution, the date each such dividend or
distribution shall be paid, and the record date for
determination of shareholders entitled to receive such
dividend or distribution. As dividend disbursing agent, CISC
will, on or before the payment date of any such dividend or
distribution, notify the Trust's custodian of the estimated
amount of cash required to pay such dividend or distribution,
and the Trust agrees that on or before the mailing date of
such dividend or distribution it will instruct its custodian
to make available to CISC sufficient funds in the dividend
and distribution account maintained by CISC with the Bank.
As dividend disbursing agent, CISC will prepare and
distribute to shareholders any funds to which they are
entitled by reason of any dividend or distribution and, in
the case of shareholders entitled to receive additional
shares by reason of any such dividend or distribution, CISC
will make appropriate credits to their accounts and cause to
be prepared and mailed to shareholders confirmation
statements and, of such additional shares. CISC will maintain
all records necessary to reflect the crediting of dividends
and distributions which are reinvested in shares of the Fund.
13. Redemptions. CISC will receive and process for
redemption in accordance with the Fund's Prospectus, share
certificates and requests for redemption of shares as
follows:
(a) If such certificate or request complies with
standards for redemption, CISC will, in accordance
with the Fund's current Prospectus, pay to the
shareholder from funds deposited by the Fund from
time to time in the redemption account maintained by
CISC with the Bank, the appropriate redemption price
as set forth in the Fund's Prospectus; and
(b) If such certificate or request does not comply with
the standards for redemption, CISC will promptly
notify the shareholder and shall effect the
redemption at the price in effect at the time of
receipt of documents complying with the standard.
14. Transfer and Exchanges. CISC will review and
process transfers of shares of the Fund and to the extent, if
any, permitted in the Prospectus of the Fund, exchanges
between series of the Trust received by CISC. If shares to
be transferred are represented by outstanding certificates,
CISC will, upon surrender to it of the certificates in proper
form for transfer, credit the same to the transferee on its
books. If shares are to be exchanged for shares of another
Fund, CISC will process such exchange in the same manner as a
redemption and sale of shares, in accordance with the Fund's
Prospectus may in its.
15. Plans. CISC will process such plans or programs
for investing in shares, and such systematic withdrawal
plans, as are provided for in the Fund's Prospectus.
16. Tax Returns and Reports. CISC will prepare and
file tax returns and reports with the Internal Revenue
Service and any other federal, state or local governmental
agency which may require such filings, including state
abandoned
<PAGE> 7
property laws, and conduct appropriate communications
relating thereto, and, if required, mail to shareholders such
forms for reporting dividends and distributions paid by the
Fund as are required by applicable laws, rules and
regulations, and CISC will withhold such sums as are required
to be withheld under applicable Federal and state income tax
laws, rules and regulations. CISC will periodically provide
SSI with reports showing dividends and distributions paid and
any amounts withheld. CISC will also make reasonable attempt
to obtain such tax withholding information from shareholders
as is required to be obtained on behalf of the Trust under
applicable federal or state laws.
17. Record Keeping. CISC will maintain records, which
at all times will be the property of the Trust and available
for inspection by SSI, showing for each shareholder's account
the following information and such other information as CISC
and SSI shall mutually agree in writing from time to time:
(a) Name, address, and United States taxpayer
identification or Social Security number, if provided
(or amounts withheld with respect to dividends and
distributions on shares if a taxpayer identification
or Social Security number is not provided);
(b) Number of shares held for which certificates have not
been issued and for which certificates have been
issued;
(c) Historical information regarding the account of each
shareholder, including dividends and distributions
paid, if any, gross proceeds of sales transactions,
and the date and price for transactions on a
shareholder's account;
(d) Any stop or restraining order placed against a
shareholder's account of which SSI has notified CISI;
(e) Information with respect to withholdings of taxes as
required under applicable Federal and state laws and
regulations;
(f) Any capital gain or dividend reinvestment order and
plan application relating to the current maintenance
of a shareholder's account; and
(g) Any instructions as to record addresses and any
correspondence or instructions relating to the
current maintenance of a shareholder's account.
SSI hereby agrees that CISC shall have no liability or
obligation with respect to the accuracy or completeness of
shareholder account information received by CISC on or about
the Operational Date.
<PAGE> 8
By mutual agreement of CISC and SSI, CISC shall
administer a program whereby reasonable attempt is made to
identify current address information from shareholders whose
mail from the Trust is returned.
CISC shall maintain at its expense those records
necessary to carry out its duties under this Agreement. In
addition, CISC shall maintain at its expense for periods
prescribed by law all records which the Fund or CISC is
required to keep and maintain pursuant to any applicable
statute, rule or regulation, including without limitation
Rule 31(a)-1 under the Investment Company Act of 1940,
relating to the maintenance of records in connection with the
services to be provided hereunder. Upon mutual agreement of
CISC and SSI, CISC shall also maintain other records
requested from time to time by SSI, at SSI's expense.
At the end of the period in which records must be
retained by law, such records and documents will either be
provided to the Trust or destroyed in accordance with prior
written authorization from the Trust.
18. Retirement Plan Services. CISC shall provide sub-
accounting services for retirement plan shareholders
representing group relationships with special recordkeeping
needs.
19. Other Information Furnished. CISC will furnish to
SSI such other information, including shareholder lists and
statistical information as may be agreed upon from time to
time between CISC and SSI. CISC shall notify SSI and the
Trust of any request or demand to inspect the share records
of the Fund, and will not permit or refuse such inspection
until receipt of written instructions from the Trust as to
such permission or refusal unless required by law.
CISC shall provide to the Trust any results of studies
and evaluations of systems of internal accounting controls
performed for the purpose of meeting the requirements of
Regulation 240.17Ad-13(a) of the Securities Exchange Act of
1934.
20. Shareholder Inquiries. CISC will not respond to
written correspondence from fund shareholders or others
relating to the Fund other than those regarding transaction
rejections and clarification of transaction instructions, but
shall forward all such correspondence to SSI.
21. Communications to Shareholders and Meetings. CISC
will determine all shareholders entitled to receive, and will
cause to be addressed and mailed, all communications by the
Fund to its shareholders, including quarterly and annual
reports, proxy material for meetings, and periodic
communications. CISC will cause to be received, examined and
tabulated return proxy cards for meetings of shareholders and
certify the vote to the Trust Fund.
22. Other Services by CISC. CISC shall provide SSI,
with the following additional services:
<PAGE> 9
(a) All CTRAN, CIMAGE, Price Waterhouse Blue Sky 2, and
Pegashares functionality and enhancements (on a
remote basis) as they now exist and as they are
developed and made available to CISC clients;
(b) Initial programs and report enhancements to the CTRAN
System which are necessary to accommodate the Fund as
a no-load fund group;
(c) Development, systems training, technical support,
implementation, and maintenance of special programs
and systems to enhance overall shareholder servicing
capability;
(d) Product and system training for personnel of
institutional servicing agents.
23. Insurance. CISC will not reduce or allow to lapse
any of its insurance coverages from time to time in effect,
including but not limited to errors and omissions, fidelity
bond and electronic data processing coverage, without the
prior written consent of SSI. Attached as Schedule D to this
Agreement is a list of the insurance coverage which CISC has
in effect as of the date of execution of this Agreement and,
if different, will have in effect on the Operational Date.
24. Duty of Care and Indemnification. CISC will at all
times use reasonable care, due diligence and act in good
faith in performing its duties hereunder. CISC will not be
liable or responsible for delays or errors by reason of
circumstances beyond its control, including without
limitation acts of civil or military authority, national or
state emergencies, labor difficulties, fire, mechanical
breakdown, flood or catastrophe, acts of God, insurrection,
war, riots or failure of transportation, communication or
power supply.
CISC may rely on certifications of those individuals
designated as authorized persons to give instructions to CISC
as to proceedings or facts in connection with any action
taken by the shareholders of the Fund or Trustees of the
Trust, and upon instructions not inconsistent with this
Agreement from individuals who have been so authorized. Upon
receiving authorization from an individual designated as an
authorized person to give instructions to CISC, CISC may
apply to counsel for the Trust, or counsel for SSI or the
Fund's investment adviser, at the Fund's expense, for advice.
With respect to any action reasonably taken on the basis of
such certifications or instructions or in accordance with the
advice of counsel of the Trust, or counsel for SSI or the
Fund's investment adviser, the Fund will indemnify and hold
harmless CSC from any and all losses, claims, damages,
liabilities and expenses (including reasonable counsel fees
and expenses).
SSI will indemnify CISC against and hold CISC harmless
from any and all losses, claims, damages, liabilities and
expenses (including reasonable counsel fees and expenses) in
respect of any claim, demand, action or suit not resulting
from CISC's bad faith, negligence, lack of due diligence or
willful misconduct and arising out of, or in connection with
its duties under this Agreement.
<PAGE> 10
CISC shall indemnify SSI against and hold SSI harmless
from any and all losses, claims, damages, liabilities and
expenses (including reasonable counsel fees and expenses) in
respect to any claim, demand, action or suit resulting from
CISC's bad faith, negligence, lack of due diligence or
willful misconduct, and arising out of, or in connection
with, its duties under this Agreement. For purposes of this
Sub-Transfer Agent Agreement, "lack of due diligence" shall
mean the processing by CISC of a Fund share transaction in
accordance with a practice that is not substantially in
compliance with (1) a transaction processing practice of SSI
approved by Fund Trustees, (2) insurance coverages, or (3)
generally accepted industry practices of mutual fund agents.
CISC shall also be indemnified and held harmless by SSI
against any loss, claim, damage, liability and expenses
(including reasonable counsel fees and expenses) by reason of
any act done by it in good faith with due diligence and in
reasonable reliance upon any instrument or certificate for
shares reasonably believed by it (a) to be genuine and (b) to
be signed, countersigned or executed by any person or persons
authorized to sign, countersign, or execute such instrument
or certificate.
In addition, SSI will indemnify and hold CISC harmless
against any loss, claim, damage, liability and expense
(including reasonable counsel fees and expenses) in respect
of any claim, demand, action or suit as a result of the
negligence of the Fund, Trust SRF or SSI, or as a result of
CISC's acting upon any instructions reasonably believed by
CISC to have been executed or orally communicated by a duly
authorized officer or employee of the Fund, Trust SRF or SSI,
or as a result of acting in reliance upon written or oral
advice reasonably believed by CISC to have been given by
counsel for the Fund, Trust SRF or SSI.
In any case in which a party to this Agreement may be
asked to indemnify or hold harmless the other party hereto,
the party seeking indemnification shall advise the other
party of all pertinent facts concerning the situation giving
rise to the claim or potential claim for indemnification, and
each party shall use reasonable care to identify and notify
the other promptly concerning any situation which presents or
appears likely to present a claim for indemnification.
Prior to admitting to or agreeing to settle any claim subject
to this Section, each party shall give the other reasonable
opportunity to defend against said claim in either party's
name.
25. Employees. CISC and SSI are separately
responsible for the employment, control and conduct of their
respective agents and employees and for injury to such agents
or employees or to others caused by such agents or employees.
CISC and SSI severally assume full responsibility for their
respective agents and employees under applicable statues and
agree to pay all employer taxes thereunder. The conduct of
their respective agents and employees shall be included in
any reference to the conduct of CISC or SSI for all purposes
hereunder.
26. Termination and Amendment. This Agreement shall
continue in effect for eighteen (18) months from the
Operational Date, and will automatically be
<PAGE> 11
renewed for successive one year terms thereafter. After
eighteen (18) months from the Operational Date the Agreement
may be terminated at any time by not less than one hundred
eighty (180) days written notice. Upon termination hereof,
SSI shall pay CISC such compensation as may be due to CISC as
of the date of such termination for services rendered and
expenses incurred, as described in Schedule B. This
Agreement may be modified or amended from time to time by
mutual agreement between SSI and CISC.
27. Successors. In the event that in connection with
termination of this Agreement a successor to any of CISC's
duties or responsibilities hereunder is designated by SSI by
written notice to CISC, CISC shall promptly at the expense of
SSI, transfer to such successor, or if no successor is
designated, transfer to the Trust, a certificate list of the
shareholders of the Fund (with name, address and taxpayer
identification or Social Security number), a historical
record of the account of each shareholder and the status
thereof, all other relevant books, records, correspondence
and other data established or maintained by CISC under this
Agreement in machine readable form and will cooperate in the
transfer of such duties and responsibilities, and in the
establishment of books, records and other data by such
successor. CISC shall be entitled to reimbursement of its
reasonable out-of-pocket expenses in respect of assistance
provided in accordance with the preceding sentence.
28. Miscellaneous. This Agreement shall be construed
in accordance with and governed by the laws of The
Commonwealth of Massachusetts.
The captions in this Agreement are included for
convenience of reference only and in no way define or limit
any of the provisions of this Agreement or otherwise affect
their construction or effect. This Agreement may be executed
simultaneously in two or more counterparts, each of which
shall be deemed an original, but all of which taken together
shall constitute one and the same instrument.
CISC shall keep confidential all records and information
provided to CISC by the Trust, SSI, SRF, and prior, present
or prospective shareholders of the Fund, except, after notice
to SSI , to the extent disclosures are required by this
Agreement, by the Fund's registration statement, or by a
reasonable request or a valid subpoena or warrant issued by a
court, state or federal agency or other governmental
authority.
Neither CISC nor SSI may use each other's name in any
written material without written consent of such other party,
provided , however, that such consent shall not unreasonably
withheld. CISC and SSI hereby consent to all uses of their
respective names which refer in accurate terms to appointment
and duties under this Agreement or which are required by any
governmental or regulatory authority including required
filings. SSI, SRF, the Trust and the Fund consent to use of
their respective names and logos by CISC for shareholder
correspondence and statements
This Agreement shall be binding upon and shall inure to
the benefit of SSI and CISC and their respective successors
and assigns. Neither SSI nor CISC shall assign this
<PAGE> 12
Agreement nor its rights and obligations under this Agreement
without the express written consent of the other party.
This Agreement may be amended only in writing by mutual
agreement of the parties.
Any notice and other instrument in writing authorized or
required by this Agreement t be given to SSI or CISC shall
sufficiently be given if addressed to that party and mailed
or delivered to it as its office set for the below or at such
other place as it may from time to time designate in writing.
SSI, the Trust and the Fund:
SteinRoe Services Inc.
One South Wacker Drive
Suite 3300
Chicago, Illinois 60606
Attn: Jilaine Hummel Bauer, Esq.
CISC:
Colonial Investors Service Center, Inc.
One Financial Center
Boston, Massachusetts 02111
Attn: Mary McKenzie; with a separate copy to
Attn: Nancy L. Conlin, Esq., Legal Department
<PAGE> 13
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and sealed as of the date first
above written.
STEINROE SERVICES INC.
By: TIMOTHY K. ARMOUR
Name:
Title: Vice President
COLONIAL INVESTORS SERVICE CENTER, INC.
By: D.S. SCOON
Name: Davey S. Scoon
Title: President
Assented to on behalf of Trust and Stein Roe Mutual Funds:
STEIN ROE INCOME TRUST
STEIN ROE INVESTMENT TRUST
STEIN ROE MUNICIPAL TRUST
By: TIMOTHY K. ARMOUR
Name: Timothy K. Armour
Title: President
<PAGE>
SCHEDULE A
Stein Roe Mutual Funds (the "Fund"), consists of the
following series of portfolios:
Stein Roe Investment Trust
- --------------------------
Stein Roe Growth & Income Fund
Stein Roe International Fund
Stein Roe Young Investor Fund
Stein Roe Balanced Fund
Stein Roe Growth Stock Fund
Stein Roe Capital Opportunities Fund
Stein Roe Special Fund
Stein Roe Special Venture Fund
Stein Roe Income Trust
- ----------------------
Stein Roe Income Fund
Stein Roe Government Income Fund
Stein Roe Intermediate Bond Fund
Stein Roe Cash Reserves Fund
Stein Roe Government Reserves Fund
Stein Roe Limited Maturity Income Fund
Stein Roe Municipal Trust
- -------------------------
Stein Roe Intermediate Municipals Fund
Stein Roe High-Yield Municipals Fund
Stein Roe Municipal Money Market Fund
Stein Roe Managed Municipals Fund
<PAGE>
SCHEDULE B
This Schedule B is attached to and is part of a certain
Sub-Transfer Agent Agreement ("Agreement") dated July 3, 1996
between SteinRoe Services Inc. ("SSI") and Colonial Investors
Center, Inc. ("CISC").
A. SSI will pay CISC for services rendered under the
Agreement and in accordance with a negotiated allocation of
revenues and reimbursement of costs as follows:
1. As of the Operational Date, CISC and SSI shall agree upon
a fixed monthly per account fee to be paid under the
Agreement, which shall be in an amount equal to 1/12 (a) the
estimated total, determined on an annualized basis, of (1)
all incremental costs incurred by CISC in connection with the
sub-transfer agency relationship, plus (2) 1/2 the net
economic benefit derived by Liberty Financial Companies, the
parent company of both CISC and SSI, as a result of the sub-
transfer agency relationship, (b) divided by the number of
shareholder accounts to be serviced by CISC pursuant to the
Agreement as of the Operational Date.
2. For the first eighteen (18) months of the Agreement, SSI
shall pay CISC, monthly in arrears, commencing with the first
day of August, 1996, and on the first day of each month
thereafter, the greater of (a) the product of the fixed per
account fee determined as provided in paragraph 1. above
multiplied by the number of shareholder accounts serviced by
CISC pursuant to the Agreement as of the end of the preceding
month, and (b) 1/12 the annualized estimated total costs and
benefit determined pursuant to (a) of paragraph 1. above.
All estimates under this paragraph shall be determined no
later than September 30, 1996. The annual fee for the first
eighteen months shall not be less than $1.4 million.
3. Commencing January 1, 1998, and during each calendar year
thereafter, SSI shall pay CISC a fee equal to CISC's budgeted
annual per account expense of providing services pursuant to
the Agreement. Said fee shall be paid monthly in arrears, on
the first day of each month, in an amount equal to the
product of 1/12 the budgeted annual per account fee
multiplied by the number of shareholder accounts serviced by
CISC pursuant to the Agreement as of the end of the preceding
month. All budgeted numbers under this paragraph shall be
determined no later than November 30 each year.
B. The Fund shall be credited each month with balance
credits earned on all Fund cash balances.
Upon thirty (30) days' notice to SSI, CISC may increase
the fees it charges to the extent the cost to CISC of
providing services increases (i) because of changes in the
Fund's Prospectus, or (ii) on account of any change after the
date hereof in law or regulations governing performance of
obligations hereunder.
Fees for any additional services not provided herein, ad
hoc reports or special programming requirements to be
provided by CISC shall be agreed upon by SSI and CISC at such
time as CISC agrees to provide any such services.
In addition to paying CISC fees as described herein, SSI
agrees to reimburse CISC for any and all out-of-pocket
expenses and charges in performing services under the
Agreement (other than charges for normal data processing
services and related software, equipment and facilities)
including, but not limited to, mailing service, postage,
printing of shareholder statements, the cost of any and all
forms of the Trust and other materials used in communicating
with shareholders of the Trust, the cost of any equipment or
service used for communicating with the Trust's custodian
bank or other agent of the Trust, and all costs of telephone
communication with or on behalf of shareholders allocated in
a manner mutually acceptable to CISC and SSI.
<PAGE>
SCHEDULE C
SRS and CSC hereby agree that the date on which the
complete services began ("Operational Date") under the Sub-
Transfer Agent Agreement between them dated July 3, 1996, is:
July , 1996
STEINROE SERVICES INC.
By:________________________________________
Name:
Title: Vice President
COLONIAL INVESTORS SERVICE CENTER, INC.
By:________________________________________
Name:
Title:
<PAGE>
AMENDMENT TO
SUB-TRANSFER AGENT AGREEMENT
This Amendment dated as of January 1, 1997, and
effective that date unless otherwise indicated below, amends
the agreement dated as of July 3, 1996 (the "Agreement"),
between SteinRoe Services Inc.("SSI"), Stein Roe Municipal
Trust, Stein Roe Income Trust and Stein Roe Investment Trust
(collectively the "Trust") and Colonial Investors Service
Center, Inc. ("CISC") to add Stein Roe Advisor Trust
(effective February 14, 1997), Stein Roe Institutional Trust
(effective January 2, 1997) and Stein Roe Trust (effective
February 14, 1997), comprised of the Series listed on
Schedule A, as amended, and assenting parties to the contract
and to add new series of the existing Trusts. The amended
Schedule A is as follows:
STEIN ROE INCOME TRUST
Stein Roe Income Fund
Stein Roe Government Income Fund
Stein Roe Intermediate Bond Fund
Stein Roe High Yield Fund
STEIN ROE MUNICIPAL TRUST
Stein Roe Intermediate Municipals Fund
Stein Roe High-Yield Municipals Fund
Stein Roe Managed Municipals Fund
STEIN ROE INVESTMENT TRUST
Stein Roe International Fund
Stein Roe Growth & Income Fund
Stein Roe Balanced Fund
Stein Roe Young Investor Fund
Stein Roe Growth Stock Fund
Stein Roe Special Fund
Stein Roe Special Venture Fund
Stein Roe Emerging Markets Fund
STEIN ROE ADVISOR TRUST
Stein Roe Advisor Balanced Fund
Stein Roe Advisor Growth & Income Fund
Stein Roe Advisor Growth Stock Fund
Stein Roe Advisor International Fund
Stein Roe Advisor Special Fund
Stein Roe Advisor Special Venture Fund
Stein Roe Advisor Young Investor Fund
STEIN ROE INSTITUTIONAL TRUST
Stein Roe Institutional High Yield Fund
STEIN ROE TRUST
Stein Roe Institutional Client High Yield Fund
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and sealed as of the date first
above written.
SteinRoe Services Inc.
By: HEIDI J. WALTER
Name:: Heidi J. Walter
Title: Vice President
Colonial Investors Service Center, Inc.
By: MARY DILLON MCKENZIE
Name: Mary Dillon McKenzie
Title: Senior Vice President
Assented to on behalf of Trust and Stein Roe Mutual Funds:
Stein Roe Income Trust
Stein Roe Investment Trust
Stein Roe Municipal Trust
Stein Roe Advisor Trust
Stein Roe Institutional Trust
Stein Roe Trust
By: JILAINE HUMMEL BAUER
Name: Jilaine Hummel Bauer
Title: Executive Vice President and Secretary
<PAGE>
AMENDMENT TO
SUB-TRANSFER AGENT AGREEMENT
This Amendment dated as of June 30, 1997, amends
the agreement dated as of July 3, 1996 (the "Agreement"),
between SteinRoe Services Inc.("SSI"), Stein Roe Municipal
Trust, Stein Roe Income Trust, Stein Roe Investment Trust,
Stein Roe Advisor Trust, Stein Roe Trust and Stein Roe
Institutional Trust (collectively the "Trust") and Colonial
Investors Service Center, Inc. ("CISC") to add additional
series of the existing Trusts. The amended Schedule A is as
follows:
STEIN ROE INCOME TRUST
Stein Roe Income Fund
Stein Roe Government Income Fund
Stein Roe Intermediate Bond Fund
Stein Roe High Yield Fund
Stein Roe Cash Reserves Fund
Stein Roe Government Reserves Fund
STEIN ROE MUNICIPAL TRUST
Stein Roe Intermediate Municipals Fund
Stein Roe High-Yield Municipals Fund
Stein Roe Managed Municipals Fund
Stein Roe Municipal Money Market Fund
STEIN ROE INVESTMENT TRUST
Stein Roe International Fund
Stein Roe Growth & Income Fund
Stein Roe Balanced Fund
Stein Roe Young Investor Fund
Stein Roe Growth Stock Fund
Stein Roe Special Fund
Stein Roe Special Venture Fund
Stein Roe Emerging Markets Fund
Stein Roe Capital Opportunities Fund
Stein Roe Growth Opportunities Fund
STEIN ROE ADVISOR TRUST
Stein Roe Advisor Balanced Fund
Stein Roe Advisor Growth & Income Fund
Stein Roe Advisor Growth Stock Fund
Stein Roe Advisor International Fund
Stein Roe Advisor Special Fund
Stein Roe Advisor Special Venture Fund
Stein Roe Advisor Young Investor Fund
STEIN ROE INSTITUTIONAL TRUST
Stein Roe Institutional High Yield Fund
STEIN ROE TRUST
Stein Roe Institutional Client High Yield Fund
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and sealed as of the date first
above written.
SteinRoe Services Inc.
By: HEIDI J. WALTER
Name:: Heidi J. Walter
Title: Vice President
Colonial Investors Service Center, Inc.
By: JOHN W. BYRNE
Name: John W. Byrne
Title: Vice President
Assented to on behalf of Trust and Stein Roe Mutual Funds:
Stein Roe Income Trust
Stein Roe Investment Trust
Stein Roe Municipal Trust
Stein Roe Advisor Trust
Stein Roe Institutional Trust
Stein Roe Trust
By: HEIDI J. WALTER
Name: Heidi J. Walter
Title: Vice President
Exhibit 11(a)
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of
our report dated November 11, 1996, and to all references to our
Firm included in or made a part of this Registration Statement on
Form N-1A of the Stein Roe Investment Trust (comprising the Stein
Roe Growth & Income Fund, Stein Roe Balanced Fund, Stein Roe Growth
Stock Fund, Stein Roe International Fund, Stein Roe Special Fund,
Stein Roe Capital Opportunities Fund and Stein Roe Special Venture
Fund).
ARTHUR ANDERSEN LLP
Chicago, Illinois
June 6, 1997
<PAGE>
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of
our report dated October 31, 1996, and to all references to our
Firm included in or made a part of this Registration Statement on
Form N-1A of the Stein Roe Investment Trust (comprising the Stein
Roe Young Investor Fund).
ARTHUR ANDERSEN LLP
Chicago, Illinois
June 6, 1997
EXHIBIT 12
STEIN ROE EMERGING MARKETS FUND
INVESTMENTS AS OF MARCH 31, 1997
(DOLLAR AMOUNTS IN THOUSANDS)
(UNAUDITED)
NUMBER MARKET
Stocks (80.5%) OF SHARES VALUE
Argentina (4.6%)
Telecom Argentina ADRs .................... 15,000 $ 690
YPF Sociedad Anonima ADRs ................. 30,000 795
------
1,485
Brazil (7.7%)
Coteminas Pfd. ............................ 800,000 321
*Globex Utilidades S.A. Pfd. .............. 37,000 715
Perdigao S.A. Comercio e Industria Pfd. .295,000,000 612
Telebras ADRs .............................. 8,300 850
------
2,498
China (2.7%)
* **Beijing Datung ........................1,500,000 600
*China Eastern Airlines ADRs .............. 2,300 66
* **Shenzen Expressway .................... 350,000 110
Yizheng Chemical Fibre .................... 480,000 103
------
879
Hong Kong (7.5%)
Companion Building ........................ 500,000 41
Hong Kong Ferry ........................... 310,000 554
International Bank of Asia ................1,300,000 797
Jardine Matheson Holdings ................. 140,000 812
Tian An China Investment ..................1,077,000 112
Vitasoy ................................... 270,000 95
World Houseware Holdings................... 180,000 15
------
2,426
India (3.2%)
Indian Petrochem GDRs ..................... 35,000 394
**Reliance Industries GDSs ................ 7,000 107
* **Videsh Sanchar Nigam GDRs ............. 35,000 534
------
1,035
Indonesia (6.3%)
CP Indonesia .............................. 180,000 202
Ever Shine Tex ............................ 720,000 270
Kawasan Industri Jababeka ................. 670,000 914
Matahari Putra Prima ...................... 450,000 656
------
2,042
Israel (2.5%)
Koor Industries ........................... 45,000 810
Lebanon (1.6%)
*Solidere GDRs ............................ 45,000 531
Malaysia (2.3%)
IOI Properties ............................ 220,000 728
Mexico (1.2%)
Transportation Maritima Mexicana ADRs ..... 69,000 380
Middle East/Africa (2.7%)
*The Foreign & Colonial Emerging Middle
East Fund ............................. 10,000 163
The Morgan Stanley Africa Investment Fund.. 43,000 720
------
883
Panama (2.6%)
Bladex ADRs ............................... 18,000 851
Peru (5.9%)
Cementos Norte Pacasmayo .................. 340,400 514
Southern Peru Copper ADRs ................. 43,000 731
Telefonica del Peru ADRs .................. 30,000 667
------
1,912
Philippines (2.5%)
Metro Pacific .............................2,700,000 819
Portugal (2.1%)
Portugal Telecom ADRs . ................... 18,000 662
Russia (1.7%)
*Fleming Russia Securities Fund ........... 32,500 557
South Korea (11.4%)
Korea Exchange Bank ....................... 114,000 719
Korean Air ................................ 38,000 663
LG Electronics ............................ 68,000 790
LG Securities ............................. 5,500 43
Samchully ................................. 4,502 322
Samsung Electronics
GDRs ................................... 3,000 61
Ordinary Preferred ..................... 3,903 156
Yukong
**GDRs ................................. 5,100 91
Ordinary Shares ........................ 200,000 830
------
3,675
Thailand (10.4%)
GSS Array Technology ...................... 200,000 298
*Land & House ............................. 120,000 614
National Finance and Securities ........... 370,000 495
The Pizza Company ......................... 70,000 493
Precious Shipping ......................... 200,000 539
Property Perfect .......................... 43,000 50
*Siam Commercial Bank ..................... 150,000 878
Sino Thai Engineering & Construction ...... 58,000 62
------
3,429
Venezuela (1.6%)
*Compania Anonima Nacional Telefonos de
Venezuela (CANTV) ...................... 18,000 524
------
Total Stocks (Cost $26,427) ............... 26,126
PRINCIPAL MARKET
Short-Term Obligations (22.0%) AMOUNT VALUE
Commercial Paper (22.0%) --------- ------
United States (22.0%)
Bridgestone/Firestone 7.000% 4/01/97 ...... $1,600 $1,600
Conagra Inc. 6.100% 4/01/97 ............... 355 355
GTE Corp. 6.850% 4/01/97 .................. 1,327 1,327
International Securitization 6.750% 4/01/97 1,654 1,654
UBS Finance 6.750% 4/01/97 ................ 1,200 1,200
Windmill Funding Inc. 6.750% 4/01/97 ...... 1,000 1,000
------ ------
Total Short-Term Obligations (Amortized
Cost $7,136) ........................... 7,136
Total Investments (102.5%)
(Cost Basis ($33,563) ..................... 33,262
Other Assets, Less Liabilities (-2.5%)..... (813)
------
Total Net Assets (100.0%) ................. $32,449
=======
*Non-income producing.
**These securities are subject to contractual or legal
restrictions on their resale. At March 31, 1997, the
aggregate value of these securities represented 4.4 percent
of net assets.
See accompanying notes to financial statements.
<PAGE>
BALANCE SHEET
MARCH 31, 1997
(ALL AMOUNTS IN THOUSANDS, EXCEPT PER-SHARE DATA)
(UNAUDITED)
Assets
Investments, at market value ........................$33,262
Receivable for investments and currencies sold ...... 847
Receivable for fund shares sold ..................... 137
Dividends and interest receivable ................... 19
Receivable from investment adviser .................. 13
Cash and other assets ............................... 344
-------
Total Assets .....................................$34,622
=======
Liabilities
Payable for investments and currencies purchased ....$ 2,130
Other liabilities ................................... 43
-------
Total Liabilities ................................ 2,173
-------
Capital
Paid-in capital ..................................... 32,749
Net unrealized depreciation of investments and
foreign currencies ............................... (300)
Accumulated undistributed net investment income ..... 29
Accumulated undistributed net realized losses on
investments and foreign currency transactions .... (29)
-------
Total Capital (Net Assets) ....................... 32,449
-------
Total Liabilities and Capital ....................$34,622
=======
Shares Outstanding (Unlimited Number Authorized) .... 3,277
=======
Net Asset Value (Capital) Per Share .................$ 9.90
=======
See accompanying notes to financial statements.
<PAGE>
STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED MARCH 31, 1997
(ALL AMOUNTS IN THOUSANDS)
(UNAUDITED)
Investment Income
Dividends............................................$ 19
Interest ............................................ 56
-------
Total Investment Income .......................... 75
-------
Expenses
Management fees ..................................... 25
Transfer agent fees ................................. 5
Administrative fees ................................. 3
Custodian fees ...................................... 3
SEC and state registration fees ..................... 1
Accounting fees ..................................... 2
Legal and audit fees ................................ 3
Trustees' fees ...................................... 2
Amortization of organization expenses ............... 5
Other ............................................... 8
-------
57
Reimbursement of expenses by investment adviser ..... (11)
-------
Total Expenses ................................... 46
-------
Net Investment Income ............................ 29
-------
Realized and Unrealized Gains on Investments and
Foreign Currency Transactions
Net realized losses on foreign currency transactions. (29)
-------
Net change in unrealized appreciation or
depreciation of investments and foreign
currency transactions ............................ (300)
-------
Net Losses on Investments and Foreign
Currency Transactions ......................... (329)
--------
Net Decrease in Net Assets Resulting from
Operations ....................................... $(300)
=======
See accompanying notes to financial statements.
<PAGE>
STATEMENT OF CHANGES IN NET ASSETS
FOR THE SIX MONTHS ENDED MARCH 31, 1997
(FROM COMMENCEMENT OF OPERATIONS ON FEBRUARY 28, 1997)
(ALL AMOUNTS IN THOUSANDS)
(UNAUDITED)
Operations
Net investment income ...............................$ 29
Net realized losses on investments and foreign
currency transactions ............................ (29)
Net change in unrealized appreciation or
depreciation of investments and foreign
currency transactions ............................ (300)
-------
Net Decrease in Net Assets Resulting from
Operations .................................... (300)
-------
Distributions To Shareholders
Dividends from net investment income ................ --
Capital gains distributions ......................... --
-------
Total Distributions to Shareholders .............. --
-------
Share Transactions
Subscriptions to fund shares ........................ 32,792
Redemptions of fund shares .......................... (43)
-------
Net Increase from Share Transactions ............. 32,749
-------
Net Increase in Net Assets ....................... 32,449
Total Net Assets
Beginning of Period ................................. --
End of Period .......................................$32,449
=======
Accumulated Undistributed Net Investment Income
at End of Period .................................$ 29
=======
Analysis of Changes in Shares of Beneficial Interest
Subscriptions to fund shares ........................ 3,281
Redemptions of fund shares .......................... (4)
-------
Net increase in fund shares ......................... 3,277
Shares outstanding at beginning of period --
-------
Shares outstanding at end of period ................. 3,277
=======
See accompanying notes to financial statements.
<PAGE>
NOTES TO FINANCIAL STATEMENTS
NOTE 1. SIGNIFICANT ACCOUNTING POLICIES
The following are the significant accounting policies of Stein Roe
Emerging Markets Fund (the "Fund"), a series of the Stein Roe
Investment Trust (a Massachusetts business trust). These policies
are in conformity with generally accepted accounting principles.
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of increases and decreases in net assets from
operations during the reporting period. Actual results could
differ from those estimates.
Security Valuations
All securities are valued as of March 31, 1997. Securities are
valued, depending on the security involved, at the last reported
sales price, last bid or asked price, or the mean between last bid
and asked prices as of the close of the appropriate exchange or
other designated time. A security that is listed or traded on
more than one exchange is valued at the quotation on the exchange
determined to be the primary exchange for such security. Other
assets and securities of the Fund are valued by a method that the
Board of Trustees believes represents a fair value.
Currency Translations
For purposes of valuation, assets and liabilities are translated
into U.S. dollars using currency exchange rates that represent the
midpoint between the bid and asked rates as of 4:00 p.m., London
time. Purchases and sales of securities are translated into U.S.
dollars using the prevailing exchange on the dates of such
transactions. The effect of changes in foreign exchange rates on
realized and unrealized security gains and losses is reflected as
a component of such gains and losses.
Forward Currency Exchange Contracts
The Fund may enter 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 did not have any open contracts at
March 31, 1997.
Federal Income Taxes
No provision is made for federal income taxes since the Fund
elects to be taxed as a "regulated investment company" and make
such distributions to its shareholders as to be relieved of all
federal income taxes under provisions of current federal tax law.
The Fund intends to utilize provisions of the federal income tax
laws which allow it to carry a realized capital loss forward up to
eight years following the year of the loss, and offset such losses
against any future realized gains.
Distributions to Shareholders
Dividends from net investment income and capital gains, if any,
are distributed annually. Distributions in excess of tax basis
earnings are reported in the financial statements as a return of
capital. Differences in the recognition or classification of
income between the financial statements and tax earnings that
result in temporary overdistributions are classified as
distributions in excess of net investment income or net realized
gains, and any permanent differences are reclassified to paid-in
capital.
Other Information
The books and records of the Fund are maintained in U.S. dollars.
Dividend income is recognized on the ex-dividend date and interest
income is recognized on an accrual basis.
Realized gains or losses from sales of securities are determined
on the specific identified cost basis.
All amounts, except per-share amounts, are shown in thousands.
NOTE 2. TRUSTEES' FEES AND TRANSACTIONS WITH AFFILIATES
The Fund pays monthly management and administrative fees, computed
and accrued daily, to Stein Roe & Farnham Incorporated (the
"Adviser"), an indirect, majority-owned subsidiary of Liberty
Mutual Insurance Company, for its services as investment adviser
and manager. The management fee for the Fund is computed at an
annual rate of 1.10 percent of average daily net assets. The
administrative fee is computed at an annual rate of .15 percent of
average daily net assets.
The administrative agreement provides that the Adviser will
reimburse the Fund to the extent that annual expenses, excluding
certain expenses, exceed the applicable limits prescribed by any
state in which the Fund's shares are offered for sale. In
addition, the Adviser has agreed to reimburse the Fund to the
extent that expenses exceed 2.00 percent of average daily net assets.
This expense limitation expires on February 2, 1998, subject to
earlier termination by the Adviser on 30 days' notice.
The transfer agent fees are paid to SteinRoe Services Inc. (SSI),
an indirect, majority-owned subsidiary of Liberty Mutual Insurance
Company. SSI has entered into an agreement with Colonial
Investors Service Center, Inc., an indirect, majority-owned
subsidiary of Liberty Mutual Insurance Company, to act as sub-
transfer agent for the Funds.
The Adviser also provides certain fund accounting services. For
the period ended March 31, 1997, the Fund incurred charges of $2.
Certain officers and trustees of the Trust are also officers of
the Adviser. The compensation of trustees not affiliated with the
Adviser for the Fund for the period ended March 31, 1997 was $2.
No remuneration was paid to any other trustee or officer of the
Trust.
The Board of Trustees of the Trust has adopted procedures permitting
securities transactions among the Funds and Portfolios, clients of
Stein Roe and other affiliated entities. The aggregate cost of
purchases and proceeds from sales from such securities
transactions for the period ended March 31, 1997 were:
Purchases Sales
--------- ------
$4,246 --
NOTE 3. SHORT-TERM DEBT
To facilitate portfolio liquidity, the Fund maintains borrowing
arrangements under which it can borrow against portfolio
securities. The Fund had no borrowings during the period ended
March 31, 1997.
NOTE 4. INVESTMENT TRANSACTIONS
The aggregate cost of purchases and proceeds from sales other than
short-term obligations for the period ended March 31, 1997, were:
Purchases Sales
--------- ------
$11,987 --
At March 31, 1997, unrealized appreciation and depreciation on a
tax basis and the cost of investments for federal income tax
purposes and for financial reporting purposes were as follows:
Cost of Investments
Federal
Net Financial Income
Appreciation Deprecation Depreciation Reporting Tax
- ------------ ----------- ------------ --------- --------
$638 $939 $(301) $33,563 $33,563
<PAGE>
FINANCIAL HIGHLIGHTS
EMERGING MARKETS FUND
(UNAUDITED)
Selected per-share data (for a share outstanding throughout each
period), ratios and supplemental data.
Period
Ended
March 31,
1997(a)
---------
Net Asset Value, Beginning of Period ................$ 10.00
--------
Income from Investment Operations
Net investment income ............................ --
Net realized and unrealized gains (losses)
on investments ................................ (0.10)
---------
Total from investment operations .............. (0.10)
---------
Distributions
Net investment income ............................ --
Net realized capital gains ....................... --
--------
Total distributions ........................... --
--------
Net Asset Value, End of Period ......................$ 9.90
========
Ratio of net expenses to average net assets ......... 2.00%*
Ratio of net investment income to average
net assets ....................................... 1.30%*
Portfolio turnover rate ............................. 0%
Average commissions (per share)...................... $0.0004
Total return ........................................ (1.00%)
Net assets, end of period ........................... $32,449
*Annualized
(a) From commencement of operations on February 28, 1997.
<PAGE>
Stein Roe Individual Retirement Account
- -How to Establish an IRA
- -IRA Disclosure Statement
- -Stein Roe IRA Plan
<PAGE>
STEIN ROE & FARNHAM
INDIVIDUAL RETIREMENT ACCOUNT PLAN
TABLE OF CONTENTS
Page
IRA Disclosure Statement ............1
Revocation Rights....................1
Eligibility .........................1
Contributions........................2
Contribution Corrections.............4
Rollover Contributions and
Asset Transfers ...................5
Spousal IRA Contributions............6
Distribution of Benefits.............7
Taxation of Distributions............9
Reporting to the Internal
Revenue Service...................10
Prohibited Transactions.............10
The Custodian and the Plan Sponsor..11
Investment of Contributions.........11
Charges and Fees....................12
Simplified Employee Pension Plans...12
Stein Roe Funds Individual
Retirement Account Plan...........15
<PAGE> 1
IRA DISCLOSURE STATEMENT
We are required to give you this Disclosure Statement in order to
assure that you are informed and understand the nature of an
Individual Retirement Account ("IRA"). The Individual Retirement
Account Plan and the Application Form contained in this booklet
are considered a single document which, in a substantially similar
form, was approved by the Internal Revenue Service as a tax-
qualified Individual Retirement Account Plan ("IRA") and received
Internal Revenue Service Prototype Plan No. D100035c dated March
21, 1990. We intend to apply to the Service for approval of the
Plan as amended and restated in this booklet and will advise Plan
Participants when the Service responds to our application.
Internal Revenue Service approval is a determination only as to
the form of the documents and does not mean that the Service
approves the merits of the Plan.
By adopting the Plan, your IRA is qualified under the Internal
Revenue Code. Use of the Plan also simplifies and minimizes the
administration and investment of your IRA assets. WE URGE YOU TO
READ THIS BOOKLET CAREFULLY BEFORE ADOPTING THE PLAN.
REVOCATION RIGHTS
If you establish an IRA under the Stein Roe Funds Individual
Retirement Account Plan and you receive this booklet less than
seven days preceding the date on which you established your IRA,
you have the right to revoke your IRA. (If you receive this
booklet at least seven days prior to the date on which you
establish your IRA, you do not have this right.) If you revoke
your IRA, the full amount of your contributions will be refunded
without reduction for fees, expenses or market fluctuations. In
order to avoid possible losses in market values of contributions
during the seven-day revocation period, the Custodian reserves the
right not to invest your contributions in excess of $2,000 until
the end of the revocation period unless you invest them in Stein
Roe Government Reserves Fund. For your convenience, initial
contributions of $2,000 or less generally will be invested as soon
as possible.
Should you decide to revoke your IRA as described above, you may
do so and will receive a full refund only if you call SteinRoe
Services Inc. ("SSI"), agent of the Custodian, toll free 800-338-
2550, during normal business hours within seven days from the date
on which your IRA is established. Your telephone IRA revocation
instructions will be tape-recorded. If you fail to properly revoke
your IRA within seven days after it is established, you may not
revoke your IRA at a later date.
The rest of this Disclosure Statement is a general outline of the
provisions of the Plan and certain important considerations
involved in a decision to adopt the Plan for retirement savings.
ELIGIBILITY
If you are employed (or self-employed) and under age 70 1/2 at the
end of a taxable year, you may establish an IRA. A Spousal IRA may
be
<PAGE> 2
established for your non-working spouse if he or she is under age
70 1/2 at the end of a taxable year. For federal income tax
purposes, your IRA contributions may be treated as deductible or
non-deductible. (See: "Contributions") You may establish an IRA
for the purpose of making a rollover contribution, regardless of
your age or employment status.
CONTRIBUTIONS
In General
As long as you are eligible, you may make annual contributions to
an IRA in an amount of up to the lesser of 100% of compensation or
$2,000. Compensation includes salary, bonuses, wages, overtime
pay, tips, professional fees, earned income from self-employment,
and taxable alimony or separate maintenance payments. It does not
include rental income, dividends or interest, or amounts received
as pension, annuity or deferred compensation income.
Your IRA contributions are held in a Custodial Account exclusively
for your benefit and the benefit of any beneficiaries you may
designate on a Beneficiary Form delivered to the Custodian. The
assets in your IRA generally may not be combined with those of
another individual, and your right to the entire balance in your
IRA is nonforfeitable.
IRA contributions for a given year may be made until the due date
for filing your federal income tax return for that year (generally
April 15th) but not including extensions. You must designate the
tax year for which each contribution is made. If you do not
designate the appropriate year for a contribution, your
contribution will be applied for the current year.
Under the Plan, the minimum annual contribution is $500 per Fund
account. This minimum amount must be contributed in a single
payment when you establish your IRA. Thereafter, you may
contribute as little as $50 each calendar month. These minimums do
not apply to IRAs established as part of a Simplified Employee
Pension Plan ("SEP") in which there is more than one participant.
Stein Roe & Farnham also may waive or reduce these minimums.
Deductible Contribution Limit
General - If neither you nor your spouse, if married, is an active
participant in an employer-maintained retirement plan during the
year for which your contribution is made, you may make a
deductible contribution of up to the lesser of $2,000 or 100% of
your individual compensation. If, however, either you or your
spouse, if married, is an active participant in an employer-
maintained retirement plan, the deductibility of your contribution
depends upon your adjusted gross income ("AGI") for the year for
which your contribution is made.
If you or your spouse, if married, is an active participant in an
employer-maintained retirement plan, your contribution is fully
deductible if your AGI is less than $40,000 if you are married, or
$25,000 if you are unmarried. Your deduction is eliminated when
your AGI reaches $50,000 if you are married or $35,000 if you are
unmarried. Your deduction is phased out if your AGI is between
these amounts as explained below. If you are married but do not
live with your spouse for any part of the year and file
<PAGE> 3
a separate return, the deductibility of your contribution is
determined as if you were unmarried.
Active Participant - Your annual IRS Form W-2 from your employer
should indicate whether you are an active participant for purposes
of your IRA deduction. In general, you (or your spouse) are
considered an active participant in an employer-maintained
retirement plan for any year if you participate in a qualified
defined benefit plan, a defined contribution plan (such as a money
purchase pension, profit-sharing, 401(k), stock bonus or annuity
plan), a SEP, or a government plan (excluding unfunded deferred
compensation plans under section 457 of the Internal Revenue Code)
during any part of the plan year ending with or within the year
for which you make an IRA contribution. You are treated as an
active participant even if your plan benefits are not yet fully
vested and nonforfeitable, but you are not treated as an active
participant if you have not yet satisfied the plan's minimum age
or service eligibility requirements. You also are treated as an
active participant for any year in which you make a voluntary or
mandatory contribution to an employer-maintained retirement plan,
even if your employer makes no contribution to the plan on your
behalf.
Adjusted Gross Income ("AGI") - For purposes of your IRA deduction
limit, your AGI includes any taxable social security benefits you
receive for the year. If you are married and file a joint return,
your deductible contribution limit is determined on the basis of
the combined AGI of you and your spouse.
Nondeductible Contribution Limit
To the extent you are not eligible to make a deductible
contribution, you may make a nondeductible contribution up to the
excess of (i) your aggregate contribution limit (100% of
compensation up to $2,000) over (ii) your deductible contribution
limit. If you make a contribution in excess of your deductible
contribution limit, you may correct the excess by designating it
as a nondeductible contribution to the extent it does not exceed
your nondeductible contribution limit.
You must designate your nondeductible contributions for a given
year on IRS Form 8606 which must be filed with your federal income
tax return for that year. You should retain a copy of your return
and IRS Form 8606 for your reference in determining the amount of
your cumulative deductible and nondeductible contributions. Your
return and IRS Form 8606 will be needed to determine the taxable
portion of any withdrawals you make. The Custodian of your IRA
does not differentiate between deductible and nondeductible
contributions on its own records.
Determining Your Deductible and Nondeductible Contribution Limits
Your deductible and nondeductible contribution limits are
determined as follows:
1. Determine Excess AGI by subtracting the applicable threshold
AGI (i.e., $40,000, if filing jointly; $25,000 or $0 if not)
from your actual AGI; if the difference is $10,000 or more,
stop because your deduction is zero.
<PAGE> 4
2. Subtract the Excess AGI determined in (1) from $10,000.
3. Divide the amount determined in (2) by $10,000.
4. Multiply $2,000 ($2,250 for a Spousal IRA; see "Spousal IRA
Contributions") by the amount (fraction) determined in (3). If
the product is not a multiple of $10, round the product down
to the next lowest $10. This is your deductible contribution
limit. If, however, the product is less than $200, but greater
than $0, your deductible contribution limit is $200.
5. Subtract your deductible contribution limit from your
aggregate contribution limit (100% of compensation up to
$2,000). This is your nondeductible contribution limit.
If your deductible contribution limit is less than $200 (and your
AGI is less than $50,000 or $35,000, respectively), you may
increase your limit to the minimum floor of $200. If you are
married and file a joint return, your deductible contribution
limit applies separately to each spouse.
Example: A working couple filing a joint return has combined AGI
of $47,000 and one spouse is an active participant in an employer-
maintained retirement plan.
Applicable threshold AGI: $40,000
Excess AGI: $47,000 - 40,000 = 7,000
Combined Aggregate Contribution Limit ($2,000 per
working spouse): 4,000
Reduction in IRA Contribution Limit:
$4,000 x ($7,000/10,000) = 2,800
Combined Deductible Contribution Limit:$4,000 - 2,800 = 1,200
Deductible Contribution Limit for each spouse: $1,200/2 = 600
Nondeductible Contribution Limit for each spouse:
$2,000 - $600 = 1,400
CONTRIBUTION CORRECTIONS
Contributions in excess of your maximum allowable annual
contribution limit are treated as excess contributions whether or
not you deduct them. You will be liable for a nondeductible excise
tax of 6% on the amount of the excess for the year the excess
contribution is made unless (i) you withdraw the excess and the
income earned on the excess prior to the due date for filing your
federal income tax return (including extensions) and (ii) you do
not deduct the excess on your federal income tax return.
Alternatively, you may direct the Custodian to apply the excess as
a contribution for a subsequent year. The Custodian will
automatically treat a contribution in excess of the maximum dollar
contribution limits as a contribution for the subsequent year
unless you direct the Custodian in writing to distribute to you
such excess and the income earned on the excess prior to the
deadline for filing your federal income tax return for the year
for which the excess contribution was made.
<PAGE> 5
If the excess contribution remains in your IRA after the due date
for filing your tax return, you will be subject to the 6% excise
tax for each year the excess remains uncorrected. If you withdraw
the excess after the date for filing your federal income tax
return for the year in which the excess contribution was made and
the total contribution for that year exceeded $2,250, the amount
withdrawn may be taxed as ordinary income and also may be subject
to a nondeductible excise tax on premature distributions equal to
10% of the amount withdrawn. The withdrawal penalty (but not the
6% excise tax) may be avoided if you correct your excess
contribution by applying the excess as a contribution for a later
year.
Contributions you deduct in excess of your deductible contribution
limit are also treated as excess contributions to the extent you
do not designate them as nondeductible contributions or, if
permitted, correct them by withdrawal or reallocation to a
subsequent year as described above.
ROLLOVER CONTRIBUTIONS AND ASSET TRANSFERS
Eligible Rollover Distributions
You may defer taxation on an eligible rollover distribution from
your employer's tax-qualified plan or 403(b) plan by making a
rollover contribution of the distribution to an IRA within 60 days
of the date of the distribution. In addition, if you are a spouse
or former spouse who is receiving an eligible rollover
distribution paid by reason of your spouse's death or pursuant to
a qualified domestic relations order (within the meaning of
section 414(p) of the Internal Revenue Code) issued in a divorce
or similar proceeding you may make a rollover contribution of that
distribution. An "eligible rollover distribution" is all or any
part of the taxable portion of the balance to your credit in your
employer's tax-qualified plan except (i) any distribution that is
required to be made because you are over age 70 1/2; (ii) any
distribution made over your life or life expectancy (or the lives
or life expectancies of you and a designated beneficiary); and
(iii) any distribution which is part of a series of substantially
equal payments over a period of ten or more years.
You may roll over all or any portion of an eligible rollover
distribution, but only that portion which is properly rolled over
into an IRA will be eligible for the tax deferral. The remainder
will generally be included in your gross income as ordinary income
subject to federal income tax in the year in which you receive it.
If your qualifying distribution includes property other than cash,
you may sell the property and roll over cash equal to the fair
market value of the property or, with the consent of the
Custodian, you may roll over the property.
Eligible rollover distributions are subject to mandatory 20%
federal income tax withholding unless you elect a direct rollover
to an IRA or tax-qualified plan. If you elect a direct rollover,
your distribution proceeds must be made payable to the trustee or
custodian of the IRA or tax-qualified plan to which the rollover
is made. If the proceeds are made payable to you, mandatory
withholding will apply but you still may roll over all or any
portion of your eligible rollover distribution. However, if you
wish to roll over
<PAGE> 6
more than the 80% of your distribution which you directly receive,
you must use other money to make up for the amount withheld which
you elect to roll over.
IRA Rollover Contributions and Asset Transfers
You also may make an IRA-to-IRA rollover contribution, but you are
limited to one IRA-to-IRA rollover every twelve months (beginning
on the date you receive your IRA distribution, and not on the date
you make your rollover contribution). However, a tax-free IRA
asset transfer from one custodian to another is not treated as a
rollover and, therefore, is not subject to the twelve-month
limitation. You may make an IRA asset transfer to a Stein Roe IRA
by completing the Asset Transfer section of the Application Form.
An asset transfer from your Stein Roe IRA to another custodian
will be made upon receipt by SSI of a written request signed by
both you and your successor custodian in a form acceptable to SSI.
If you make an asset transfer from your Stein Roe IRA in the year
you reach age 70 1/2 or any subsequent year, the amount
transferred will be reduced by any amount required to satisfy the
minimum distribution requirement for the year of transfer as
provided in Section 4 of the Plan. The amount by which the
transfer is reduced shall be distributed to you.
In general, asset transfers and rollover contributions may be
invested in the same IRA as regular contributions. However, if
assets are transferred or rolled over from a plan ("transferor
plan") after distribution from the transferor plan required by
sections 401(a)(9), 408(a)(6) or 408(b)(3) of the Code has
commenced ("required distribution"), the assets must be placed in
a separate IRA if you are receiving required distributions from
your pre-existing IRA over a period longer than the period over
which you were receiving required distributions from the
transferor plan. (The assets from the transferor plan must be
distributed over a period no longer than the period established
under the transferor plan.) In addition, an eligible rollover
distribution must be rolled over into a separate IRA if you wish
to preserve the ability to later roll over those assets to another
qualified plan.
If you wish to make a rollover contribution to the Plan, you must
complete the appropriate sections of the Application Form. If you
decide to make a rollover from your Stein Roe IRA to another IRA,
you must complete and return a Distribution Request Form to SSI.
In order to avoid income and premature distribution taxes, a
rollover must be made within 60 days of the date of the
distribution.
SPOUSAL IRA CONTRIBUTIONS
If you are employed (or self-employed), you may elect the
alternative Spousal IRA arrangement for any taxable year in which
your spouse has not more than $250 in compensation and elects to
be treated as having no compensation (for IRA purposes) on your
joint federal income tax return for that year. Under this
arrangement, each of you must sign a separate Application Form to
establish separate IRAs. Because a separate IRA is established for
each of you, you may make regular IRA contributions to a Spousal
IRA which was
<PAGE> 7
established in a previous year. Conversely, Spousal IRA
contributions may be made to an IRA established in a prior year
for the purpose of making regular contributions. Except for the
limitations discussed below, a Spousal IRA is identical to a
regular IRA.
The deductibility of contributions under a spousal arrangement is
determined by the same rules as those applicable to regular
contributions, except that the contribution limit is 100% of your
compensation up to $2,250. If you reach age 70 1/2 before your
spouse does and you are still employed, you may no longer make
contributions to your IRA but you may continue to make spousal
contributions to your spouse's account until your spouse reaches
age 70 1/2. Your spousal contribution may be divided between your
IRAs in any way you decide so long as at least $250 (but not more
than $2,000) is contributed to either IRA for a single year.
Contributions which exceed the maximum limits are excess
contributions subject to penalties described earlier in this
booklet.
DISTRIBUTION OF BENEFITS
General
You may request a distribution from your IRA by completing and
returning to SSI a Distribution Request Form acceptable to the
Custodian. Distributions must begin no later than the April 1
following the year in which you attain age 70 1/2. (If you and
your spouse maintain IRAs under a spousal arrangement, then your
age is the relevant age in applying these requirements to
distributions from your IRA and your spouse's age is the relevant
age for your spouse's IRA.)
You may elect to receive your distribution in cash or in Fund
shares by either one or a combination of the following methods:
- In a lump sum; or
- In installment payments payable over a period of time not
greater than your life expectancy or the joint and last
survivor life expectancy of you and your designated
beneficiary.
Minimum Distribution Requirements
Beginning with the year in which you reach age 70 1/2, you must
begin to receive a minimum distribution amount each year. Your
initial minimum distribution must be made no later than the April
1 following the year you reach age 70 1/2; thereafter your minimum
distribution must be made no later than December 31 of each year.
Thus, if you defer your first minimum distribution until the year
following the year you reach age 70 1/2, you will be required to
withdraw a minimum distribution amount for both the prior and
current year.
In general, the minimum distribution amount you are required to
withdraw each year is equal to the balance in your Stein Roe IRA
(aggregating all Fund accounts maintained under your IRA) on
December 31st of the prior year divided by the applicable life
expectancy. Your aggregate account balance, however, is increased
by any rollover contributions to your Stein Roe IRA received after
December 31 that were distributed from another IRA or tax-
qualified plan before December 31. If you establish an installment
plan, you are responsible
<PAGE> 8
for verifying that you have withdrawn the requisite minimum
distribution amount each year and making additional withdrawals,
if necessary. If you maintain more than one IRA, your minimum
distribution amount must be determined separately for each IRA.
The applicable life expectancy used to determine your minimum
distribution amount each year is either your life expectancy or
the joint and last survivor life expectancies of you and your
designated beneficiary (who is either an individual, or a trust
meeting certain requirements) determined in the year you reach age
70 1/2 by using Internal Revenue Service life expectancy tables,
reduced by one for each year elapsed since that year unless you
elect to recalculate life expectancy. You may recalculate your
life expectancy or, if your spouse is your designated beneficiary,
your spouse's life expectancy, or the joint and last survivor life
expectancies of you and your spouse each year. Your election to
recalculate or not recalculate life expectancy becomes irrevocable
on the April 1 following the year you reach age 70 1/2. If you
elect to recalculate life expectancy, you are responsible for
advising the Custodian of the recalculated life expectancy each
year. In addition, if you elect to recalculate life expectancy and
you (or your spouse, if applicable) die after payments have
commenced, the life expectancy of the deceased will be reduced to
zero and the maximum period over which the remaining benefits may
be paid to your beneficiaries will be correspondingly reduced. If
your method of distribution is based on the joint and last
survivor life expectancies of you and a non-spouse beneficiary,
the method must comply with regulations designed to assure at
least 50% of the present value of the amount available for
distribution is paid within your life expectancy. These
regulations require certain minimum distributions based on a
table.
Additional Taxes on Distributions
If you receive a distribution prior to age 59 1/2, the taxable
portion of your distribution generally will be treated as a
premature distribution subject to a 10% additional tax. This
additional tax does not apply, however, to distributions by reason
of your death or permanent disability, or to distributions payable
in substantially equal installments over a period no greater than
your life expectancy or the joint and last survivor life
expectancies of you and your designated beneficiary. If you fail
to withdraw the minimum distribution amount for any year after
reaching age 70 1/2, you will be subject to a 50% additional tax
on the taxable portion of the amount by which the minimum
distribution amount exceeds the amount withdrawn. In addition, if
the aggregate distributions from all of your IRAs and any tax-
qualified retirement plans exceed $150,000 for any year, you may
be subject to a 15% additional tax on the excess amount.
Each of these taxes is nondeductible and is in addition to the
ordinary income tax applicable to the taxable portion of a
distribution.
Distribution of Death Benefits
You may designate one or more beneficiaries to receive the
benefits in your IRA upon your death by filing a properly executed
Beneficiary Form with the Custodian. If you do not designate a
beneficiary, your death benefits will
<PAGE> 9
be distributed to your surviving spouse if you are married or, if
you have no surviving spouse, to your estate. If your beneficiary
fails to elect a method of distribution, your death benefits will
be distributed in a lump sum.
If distributions to you have commenced before your death, and you
die on or after April 1 of the year following the year you reach
age 70 1/2, your death benefits must be distributed at least as
rapidly as under the method by which you were receiving
distributions. If you die before April 1 of the year following the
year you reach age 70 1/2, regardless of whether or not
distributions to you have commenced, your death benefits must be
distributed no later than five years after the last day of the
year in which you die unless your designated beneficiary (who is
either an individual or a trust meeting certain requirements)
elects the alternative distribution method described in the next
paragraph.
If he or she qualifies to elect the alternative distribution
method, your designated beneficiary may elect to receive your
death benefits in installments over a period of as long as his or
her life expectancy provided such installments commence no later
than the last day of the year following the year in which you die.
If your sole beneficiary is your surviving spouse, commencement of
such payments may be further delayed until the date on which you
would have reached age 70 1/2. Under this alternative method, your
designated beneficiary's life expectancy is determined as of his
or her birthdate in the year payments commence. In addition, if
your designated beneficiary is your surviving spouse, your spouse
may elect to treat his or her share of your death benefits as his
or her own IRA subject to the distribution requirements applicable
to a Participant.
For more complete information on the distribution of death
benefits, please refer to Sections 4.4 and 4.5 of the Plan and the
Beneficiary Form.
TAXATION OF DISTRIBUTIONS
In general, distributions from your IRA are taxed to the recipient
as ordinary income in the year of receipt and do not receive the
more favorable federal income tax treatment afforded recipients of
distributions from certain kinds of tax-qualified retirement plans
such as special income averaging. However, recipients are eligible
to utilize the general income averaging provisions of the Internal
Revenue Code. In some instances, installment payments may reduce
the total tax paid by the recipient by extending taxation over a
number of years. If, however, the aggregate value of your
aggregate interest in all of your IRAs and tax-qualified
retirement plans that remains undistributed on your death exceeds
the present value of a life annuity with annual payments of a
specified amount, your federal estate tax on the excess will be
increased by 15%. The specified amount is indexed for inflation.
In 1996, it is $155,000.
If you have made nondeductible contributions to any IRA, a portion
of your distribution will be nontaxable. The nontaxable amount is
the portion of your distribution that bears the same ratio to the
distribution as (i) your aggregate nondeductible contributions to
all of your IRAs bear to (ii) the aggregate balance in all of your
IRAs
<PAGE> 10
on the last day of the year in which you received your
distribution plus the amount of your distribution. For this
purpose, the balances in all IRAs that you maintain (including
rollovers and SEPs) and all distributions you receive during the
year must be aggregated.
Distributions are subject to withholding of federal income tax at
a rate of 10% unless you elect not to have withholding apply.
REPORTING TO THE INTERNAL REVENUE SERVICE
Each year the Custodian will send you IRS Form 5498 reporting
contributions made to your IRA for the prior year. The Custodian
also will report to you your prior year distributions on IRS Form
1099-R. Copies of these reports are also filed with the Internal
Revenue Service ("IRS").
If you make a nondeductible contribution to your IRA, you must
report it to the IRS on IRS Form 8606 which must be filed with
your federal income tax return for the year for which the
contribution is made. If you owe additional taxes on excess
contributions, premature distributions or for insufficient or
excessive distributions, you must file IRS Form 5329 with the IRS.
IRS Form 5330 must be filed in connection with a prohibited
transaction.
PROHIBITED TRANSACTIONS
If you engage in a "prohibited transaction" with your IRA, your
IRA will lose its tax exemption and you will be treated as having
received a distribution of your IRA as of the first day of the
year in which you engaged in the prohibited transaction.
Therefore, you would be subject to income taxation and, if you are
under age 59 1/2, to the additional 10% tax on premature
distributions on the balance in your IRA. You may also be subject
to the additional 15% tax on excess distributions. Prohibited
transactions include such transactions as the selling to, buying
from, leasing any property to or from, lending to or borrowing
from, furnishing goods or services to or receiving goods or
services from, or using the income or assets of your IRA, or
allowing certain other "disqualified persons" to do so. However, a
transfer of all or a portion of your IRA pursuant to a "qualified
domestic relations order" such as a property settlement agreement
under a divorce decree is not considered a prohibited transaction.
Further, your IRA may not be invested in life insurance nor may
any part of your IRA be pledged as security for a loan. If you do
pledge your IRA, you will be treated as if you received a taxable
distribution of the portion of your IRA assets used as security
for the loan. This portion of your IRA would be subject to income
taxation and, if you are under age 59 1/2, the additional 10% tax
on premature distributions. It would also be subject to the
additional 15% tax on excess distributions.
<PAGE> 11
THE CUSTODIAN AND THE PLAN SPONSOR
The Custodian is named in the Application Form and is responsible
for the administration of the Plan in accordance with the terms of
the Application Form and Plan. The Custodian has engaged SteinRoe
Services Inc. ("SSI"), the parent of the Plan Sponsor, Stein Roe &
Farnham Incorporated, to perform most of the ministerial functions
in connection with the maintenance of Stein Roe Fund accounts
established under the Plan. SSI also serves as transfer agent for
each of the Stein Roe Funds. Stein Roe & Farnham, as Plan Sponsor,
has the authority to amend the Plan on behalf of all participants.
INVESTMENT OF CONTRIBUTIONS
The Plan provides a wide range of investment alternatives from
which you may construct a portfolio to suit your own retirement
planning needs. You may invest your IRA in shares of one or any
combination of the no-load Stein Roe Funds listed on the
Application Form. If you have at least $250,000 in your IRA, you
also may invest your IRA in other investments in addition to (or
in lieu of) the Stein Roe Funds. However, at least 50% of your IRA
must be invested in the Stein Roe Funds and/or be subject to an
investment advisory agreement with Stein Roe & Farnham. Stein Roe
& Farnham may elect to reduce or waive these minimums.
The investment minimum required to establish an account with any
of the Funds is that which is specified in the Application Form,
unless Stein Roe & Farnham waives or reduces this minimum. If
your retirement investment objectives change, you may change your
portfolio by exchanging shares of one Fund for those of another.
This may be done by instructing SSI in writing or, if you elect
the Telephone Exchange Privilege on the Application Form and the
exchange is for $1,000 or more, by calling SSI. The Stein Roe
Funds levy no sales commissions or 12b-1 charges.
In selecting a Stein Roe Fund for investment, it is important that
the investment objective of the Fund selected be consistent with
your retirement and investment objectives. Important information
concerning the Stein Roe Funds and their investment objectives,
policies and restrictions is contained in their prospectuses and
financial reports. Growth in value is not guaranteed or projected.
All income dividends and capital gain distributions paid on Fund
shares are invested in accordance with the Fund's prospectus. For
more complete information on the Funds, including management fees
and expenses, obtain the Funds' prospectuses by calling toll free
800-338-2550. Read the prospectuses carefully before you invest or
send money.
<PAGE> 12
CHARGES AND FEES
Custodial Fees--Currently, there are no Custodial fees charged for
your IRA assets invested in the Stein Roe Funds. In the event
that the Custodian is required to perform ser-vices not ordinarily
provided with respect to the Plan, including making participant-
directed investments of large Custodial Accounts pursuant to
Section 7.3 of the Plan, or you make investments other than in the
Stein Roe Funds, the Custodian may charge such fees as are
appropriate. The Custodian reserves the right to charge
additional fees for assets invested in the Stein Roe Funds upon 45
days' written notice to you, and to waive or reduce any of its
charges or fees as to any single IRA or group of IRAs.
Stein Roe Fund Fees - All of the Stein Roe Funds are pure no-load
investments. You pay no sales commissions or 12b-1 charges for
purchasing, redeeming or exchanging Fund shares. Each Fund does,
however, pay certain operational expenses, including advisory
fees. For complete information about Fund expenses and the method
of calculating each Fund's net asset value per share, please read
the Fund prospectuses.
SIMPLIFIED EMPLOYEE PENSION PLANS
The Internal Revenue Code permits certain employers to establish
Simplified Employee Pension Plans ("SEPs") to which contributions
may be made on behalf of all employees meeting certain eligibility
requirements. Contributions may be made by either the employer
("non-elective contributions") or at the election of the employee
through "pre-tax" salary reduction contributions ("elective
deferrals"). However, elective deferrals may be made to a SEP only
if you had no more than 25 employees eligible to participate
during the prior calendar year and provided at least 50% of
eligible employees actually make elective deferrals.
You may establish a SEP either by designing your own SEP or by
executing IRS Form 5305-SEP (non-elective contributions) or IRS
Form 5305A-SEP (elective deferrals). Copies of these forms are
available directly from the Internal Revenue Service or from the
office of the Stein Roe Funds. Before establishing a SEP, however,
we suggest you consult with your tax and legal advisers to
determine whether it is appropriate for your circumstances.
In general, except as otherwise specifically stated in the Plan,
the provisions of the Plan apply to IRAs to which SEP
contributions are made and each participant in the SEP has all the
rights described herein with respect to an ordinary IRA including,
for example, the right to select the Funds in which contributions
shall be invested.
Who May Establish a SEP
If you do not presently maintain any other qualified plan (except
another SEP) and you have never maintained a defined benefit plan,
you may establish a SEP by using either IRS Form 5305-SEP or IRS
Form 5305A-SEP. Neither of these forms, however, may be used if
you are a member of an affiliated service group, or a controlled
group of corporations, trades or business (described in Internal
Revenue
<PAGE> 13
Code sections 414 (m), (b) and (c), respectively) unless all
eligible employees of the member employers participate. In
addition, you may not use IRS Form 5305A-SEP if you only have
"highly compensated" employees (described in Internal Revenue Code
section 414(q)) or you are a state or local government or tax-
exempt employer. You also may not use IRS Form 5305-SEP if you
have any leased employees (described in Internal Revenue Code
section 414(n)). You may establish a SEP up until your tax return
due date (including extensions) for the year for which
contributions are first made.
If you decide to adopt a SEP, you must cover all employees who
have attained a minimum age requirement (which cannot be more than
21 years) and performed services for you for a minimum period
(which cannot be more than any part of 3 of the preceding 5
calendar years). Except as described below, for any year in which
you make a non-elective employer contribution, contributions must
be made for each employee who was eligible for any part of the
year, including those who are no longer employed by you as of the
SEP contribution date. In the case of elective deferrals, an
elective deferral is permitted in a given year only if at least
50% of all eligible employees elect to make them. In addition, the
elective deferrals of certain highly compensated employees, as a
percentage of each employee's compensation, may not exceed 125% of
the average amount deferred as a percentage of compensation by all
other eligible employees.
Under a SEP, each eligible employee must establish an IRA. If an
eligible employee does not establish an IRA, you must establish
one for him. Otherwise, your other employees may not participate
and other adverse tax consequences may result.
Excluded Employees
A contribution need not be made on behalf of any eligible employee
whose compensation is less than a specified amount indexed for
inflation for the calendar year. (For 1996, you need not make a
contribution on behalf of an individual whose compensation is less
than $400.) The following groups of persons may also be excluded:
1. Employees who are members of a collective bargaining unit,
represented by a collective bargaining agent, and covered by a
collective bargaining agreement where retirement benefits were the
subject of good faith bargaining; and
2. Employees who are non-resident aliens who receive no earned
income from the employer which constitutes income from sources in
the United States as defined by the Internal Revenue Code.
SEP Contributions
Each year you may make deductible non-elective contributions of up
to the lesser of 15% of an employee's compensation up to $150,000
(for 1996), or $30,000. Your eligible employees may make elective
deferrals of up to $9,500 (for 1996), which reduce gross income
but are included in the overall $30,000 and 15% limits. All three
of these dollar limits are subject to adjustment each year for
cost-of-living increases.
Deductible non-elective contributions in excess of the maximum
allowable annual contribution limit are excess
<PAGE> 14
contributions and are subject to the regular IRA excess
contribution rules. Elective deferrals in excess of the maximum
allowable annual deferral limit are excess elective deferrals
subject to special rules. For more information on the treatment of
excess elective deferrals, please refer to Section 3.5 of the
Plan. SEP contributions are in addition to any regular IRA
contributions your employees make as individuals. Although you are
not required to make non-elective contributions each year nor make
them at the same percentage rate each year, for each year in which
you make a non-elective contribution, it must be made on behalf of
each eligible employee who has met the age and service requirement
of your SEP and you are responsible for allocating your
contributions among all eligible employees in proportion to their
respective compensation. Your non-elective contributions may be
made up to 3 1/2 months after the end of the calendar year to
which such contribution applies.
Miscellaneous
As employer, you are responsible for all aspects of the
interpretation, operation and administration of your SEP,
including the determination of contributions and their allocation.
If in any year an employee's account does not qualify as an IRA or
the SEP contribution is not properly made, contributions to that
employee's account may be treated as compensation and any
deduction for the contribution (plus any regular IRA contributions
the employee makes) may be subject to the regular IRA contribution
limitations and the regular IRA excess contribution and premature
distribution rules.
-------------------
This Disclosure Statement is not intended as a complete or
definitive explanation or interpretation of the laws and
regulations applicable to IRAs or the Stein Roe Funds Individual
Retirement Account Plan. Establishing an IRA for retirement
savings represents a decision which has significant legal,
financial and tax implications. If you are considering adopting an
IRA, we suggest that you consult with counsel regarding the legal,
financial and tax consequences of doing so. Further information
also can be obtained from any district office of the Internal
Revenue Service.
<PAGE> 15
STEIN ROE FUNDS
INDIVIDUAL RETIREMENT ACCOUNT PLAN
SECTION 1 - INTRODUCTION
The Custodian designated in the Application Form, by separate
agreement and by facsimile signature of its authorized officer
thereon, agrees that an individual retirement account is
established under section 408(a) of the Code and the terms of this
Plan pursuant to which it agrees to serve as Custodian when it is
appointed under a properly executed Application Form sent to the
custodian in accordance with the terms of the Application Form and
the Plan.
SECTION 2 - DEFINITIONS
As used herein:
2.1 "Beneficiary" means any person designated by a Participant in
accordance with Section 4.5 hereof to receive any death
benefits which shall be payable under the Plan.
2.2 "Code" means the Internal Revenue Code of 1986, as from time
to time amended, any regulations issued thereunder and any
subsequent Internal Revenue Code.
2.3 "Compensation" means the total compensation received by a
Participant for each Plan Year during which he is a
Participant, including wages, salary, professional fees, or
other amounts derived from or received for personal service
actually rendered (including, but not limited to, salesmen's
commissions, compensation for services on the basis of a
percentage of profits, commissions on insurance premiums,
tips and bonuses) and Earned Income (reduced by the
deduction, if any, taken for contributions by a self-employed
individual to a tax-qualified retirement plan covering such
self-employed individual). Compensation also includes any
amount includible in a Participant's gross income under
section 71 of the Code with respect to a divorce or
separation instrument described in section 71(b)(2)(A).
Compensation does not include amounts derived from or
received as earnings or profits from property (including, but
not limited to, interest and dividends) or amounts not
includible in gross income. Compensation also does not
include any amount received as a pension or annuity or as
deferred compensation.
2.4 "Custodial Account" means the individual retirement account
established for the Participant under the Plan.
2.5 "Custodian" means the financial institution named in the
Application Form and any successor thereto.
2.6 "Disabled" or "Disability" means the inability to engage in
any substantial gainful activity because of a medically
determinable physical or mental impairment which can be
expected to result in death or be of a long, continued and
indefinite duration.
<PAGE> 16
2.7 "Earned Income" means Earned Income of a Participant after
deductions under section 404 of the Code but before federal
income taxes for each taxable year for which a contribution
is made to his Custodial Account by him or on his behalf.
Earned Income shall equal his net earnings from self-
employment to the extent that such net earnings constitute
compensation for personal services actually rendered by him
for such year; provided, however, that his personal services
must be a material income-producing factor in his profession,
trade or business. If a Participant derives income from
services as an author or inventor, the term Earned Income
includes gain (other than any gain from the sale or exchange
of a capital asset) and net earnings derived from the sale or
other disposition of, the transfer of any interest in, or the
licensing of the use of property (other than goodwill) by the
Participant if personal efforts created such property.
2.8 "Excess Deferral" means, for any taxable year, the amount of
any excess contribution made under a cash or deferral
arrangement to an annuity plan described in section 403(a) of
the Code, an annuity contract described in section 403(b) of
the Code, a SEP, or a plan described in section 501(c)(18) of
the Code.
2.9 "Mutual Fund" or "Mutual Funds" means the Mutual Fund(s)
specified in the Application Form in which assets of the
Custodial Account may be invested. No Mutual Fund shall be
available for investment under the Plan (i) prior to the date
the prospectus for such Mutual Fund discloses its
availability or (ii) with respect to any Participant who
resides in any state in which shares of the Mutual Fund are
not available for sale.
2.10 "Nonworking Spouse" means a Participant's spouse who has no
Compensation for a taxable year, or who has Compensation of
not more than $250 for the taxable year and elects to be
treated as having no Compensation for such year.
2.11 "Participant" means the person who executes the Application
Form effective on the date of execution.
2.12 "Plan" means the Individual Retirement Account Plan as
provided in this document and the Application Form (the
provisions of which are incorporated herein by reference) and
any amendments thereof.
2.13 "Rollover Contribution" means a rollover contribution as
described in section 402(a)(5), section 402(a)(6)(F), section
402(a)(7), section 403(a)(4), section 403(b)(8), section
408(d)(3), or, prior to their repeal, sections 405(d)(3),
409(b)(3)(C) or 409(b)(D) of the Code.
2.14 "SEP Contribution" means a contribution made by the employer
of a Participant pursuant to section 408(k) of the Code under
a Simplified
<PAGE> 17
Employee Pension Plan ("SEP") established by the use of
Internal Revenue Service Form 5305-SEP or Internal Revenue
Service Form 5305A-SEP.
2.15 "Sponsor" means Stein Roe & Farnham Incorporated ("Stein Roe
& Farnham"), or such other person qualified to act as sponsor
as from time to time designated by Stein Roe & Farnham.
SECTION 3 - CONTRIBUTIONS
3.1 Restriction on Contributions. Except for Rollover
Contributions under Section 5.2 hereof, all contributions
shall be made in cash. Each contribution must be accompanied
by written instructions on a form provided or permitted by
the Custodian specifying the Participant's Custodial Account
to which they are to be credited and the manner in which they
are to be invested. Except for Rollover Contributions and SEP
Contributions, no contributions may be made by or on behalf
of any Participant for any taxable year beginning in the year
the Participant attains age 70 1/2. The Custodian may accept
such contributions by or on behalf of the Participant as it
may receive from time to time, provided, however, that except
in the case of Rollover Contributions, the Custodian shall
not accept contributions made by or on behalf of a
Participant for any taxable year in excess of the maximum
dollar amount specified in Section 3.3 hereof (or such other
maximum dollar amount as may from time to time be permitted
under the Code).
3.2 Minimum Contribution Amounts. For each taxable year for which
a contribution is made, other than a SEP Contribution, not
less than $500 shall be contributed by or on behalf of a
Participant. Annual contributions may be made in one or more
payments provided that payments may not be made more
frequently than once each calendar month and the amount of
each such payment shall be not less than $50. These minimums
may be waived or reduced by Stein Roe & Farnham.
3.3 Maximum Contribution Amounts.
(a) Regular Contributions. Except as otherwise expressly
provided in this Section and Section 5 hereof, the
aggregate amount of contributions by or on behalf of a
Participant for the taxable year shall be not more than
an amount equal to or the lesser of one hundred percent
(100%) of the Compensation of the Participant within the
taxable year or $2,000.
(b) SEP Contributions. For any taxable year, the aggregate
amount of SEP Contributions made by an employer on behalf
of a Participant may not exceed the lesser of $30,000 (or
such other amount as may from time to time be permitted
under the Code or regulations thereunder) or 15% of the
Participant's Compensation paid by the employer
<PAGE> 18
determined without regard to such contribution or
Compensation in excess of the annual compensation limit
set forth by the Omnibus Budget Reconciliation Act of
1993 (OBRA'93). The OBRA'93 annual compensation limit is
$150,000, as adjusted by the Internal Revenue Commission
for increases in the cost of living in accordance with
section 401(a) - (17)(b) of the Code. The cost-of-living
adjustment in effect for a calendar year applies to any
period, not exceeding 12 months, over which compensation
is determined (determination period) beginning in such
calendar year. If a determination period consists of
fewer than 12 months, the OBRA'93 annual compensation
limit will be multiplied by a fraction, the numerator of
which is the number of months in the determination
period, and the denominator of which is 12. SEP
Contributions made on behalf of a Participant pursuant to
an elective salary reduction arrangement shall not exceed
$9,500 for 1996 (or such other amount as may from time to
time be permitted under the Code). SEP Contributions may
be made in addition to any other contributions made by or
on behalf of the Participant as described herein.
(c) Spousal Contributions. For any taxable year in which a
Participant is married (as described in section 143(a) of
the Code) to a Nonworking Spouse with whom a joint tax
return is filed, the Participant may elect to make
contributions on behalf of the Nonworking Spouse to a
Custodial Account which the Nonworking Spouse has
established by executing an Application Form. Under this
arrangement, the aggregate contributions made to the
Custodial Accounts of both the Participant and his
Nonworking Spouse for any taxable year may not exceed the
lesser of $2,250 or 100% of the Participant's
Compensation; provided, however, that the contributions
to either Custodial Account may not exceed $2,000.
A Nonworking Spouse who establishes a Custodial Account
under this Subsection shall be treated as a Participant
under the Plan for all purposes and, for any taxable year
in which the Nonworking Spouse has Compensation, the
Participant and the Nonworking Spouse may make
contributions to their respective Custodial Accounts as
provided in Section 3.3(a).
3.4 Contribution Corrections. If, for any taxable year, aggregate
contributions of a type specified in Section 3.3 hereof made
by or on behalf of a Participant exceed the maximum
permissible amount, and provided no deduction is allowed for
the excess amount, then no later than April 15 of the
following year, the Custodian shall eliminate the
<PAGE> 19
excess by (a) treating it as a contribution for the following
year to the maximum extent allowable an amount equal to the
lesser of (i) the balance in the Custodial Account of the
Participant or (ii) the excess amount (together with an
amount equal to the net income earned on the excess amount),
and (b) distributing the remainder, if any, to the
Participant. If a contribution (a) exceeds the maximum
permissible percentage amounts set forth in Section 3.3
hereof, (b) exceeds the amount permitted after application of
the special discrimination tests under section 408(k)(6) of
the Code or, in the case of a contribution intended to be a
Rollover Contribution, exceeds the amount qualifying as such
or (c) is an excess contribution within the meaning of
section 4973 of the Code, the Participant must direct the
Custodian in writing to either return the excess amount or
apply it as a contribution for the following year, and in the
absence of such direction, the Custodian shall take no
action.
3.5 Treatment of Excess Deferrals. If the Participant directs the
Custodian in writing, not later than the first March 1
following the end of the year for which an Excess Deferral
was made, to distribute the amount of the Excess Deferral
contributed to the Plan and any earnings thereon, then the
Custodian shall distribute such amount and any earnings
thereon to the Participant no later than the first April 15
following the end of the year for which the Excess Deferral
was made. In the absence of such notification and direction,
the Custodian shall take no action.
SECTION 4 - DISTRIBUTIONS
4.1 General. The Custodian shall distribute the amount credited
to the Custodial Account of a Participant at such times and
in such amounts as the Participant shall direct on a form
provided or permitted by the Custodian and in a manner
consistent with the prospectus(es) of the Mutual Fund(s) in
which the Custodial Account is invested. Such distributions
to a Participant shall commence no later than April 1
following the close of the calendar year in which he attains
age 70 1/2. Distributions of Excess Contributions and Excess
Deferrals and returns of nondeductible contributions shall be
made in accordance with Sections 3.4, 3.5 and 3.6 hereof,
respectively. Except as provided above, if a distribution is
made from the Participant's Custodial Account prior to the
date the Participant attains age 59 1/2 for reasons other
than (i) Disability or death, (ii) as part of a series of
substantially equal periodic payments made over the life
expectancy of the Participant or the joint and last survivor
life expectancies of the Participant and the Participant's
Beneficiary, (iii) as a distribution to an alternate payee
under a qualified domestic relations order (within the
meaning of section 414(p) of the Code), or (iv) as a
distribution of the principal amount of
<PAGE> 20
an Excess Deferral pursuant to Section 3.5 hereof, then the
tax on such distribution shall be increased by an amount
equal to 10% of the taxable portion thereof. The Participant
may direct an immediate distribution which shall be made or
commence on the date (or as near thereto as is practicable)
the Custodian receives the Participant's written request in
proper form, or a future distribution which shall commence on
a date specified in such request which shall be within a
reasonable time after the filing of such form. The
Participant represents and warrants that all distribution
instructions provided to the Custodian shall be in accordance
with the terms of the Plan.
If the Custodian does not receive instructions to effect
distribution to a Participant prior to the time the
distribution is required to commence, the Custodian will not
effect a distribution.
If any installment payment to a Participant or Beneficiary is
less than a minimum amount that may be established from time
to time by Stein Roe & Farnham or the Custodian then, at the
option of either of them, one or more payments under such
method may be paid less frequently or the value of the
Custodial Account may be paid in one sum to the person then
entitled to receive such payments, the contingent interest of
any Beneficiary notwithstanding.
4.2 Payment on Disability. If a Participant becomes Disabled, the
amount credited to the Custodial Account may be distributed,
in accordance with the distribution provision of Sections 4.1
and 4.3 hereof, commencing on the date the Custodian receives
notification from the Participant of Disability in a form
acceptable to the Custodian. Before making any distribution
in the case of the Disability of a Participant prior to the
date the Participant attains age 59 1/2, the Custodian shall
be furnished with proof of such Disability. Proof of
Disability shall mean either (1) proof that such
Participant's application for disability benefits under the
federal Social Security Act has been approved, or (2)
submission of a Certificate of Disability form provided or
permitted by the Custodian showing the same degree of proof
as would be required by such Participant in applying for
disability benefits under the federal Social Security Act.
4.3 Method of Distribution.
(a) Distributions to a Participant made for any reason other
than the death of the Participant may be paid in cash or
in kind in one or a combination of the following ways:
(i) in a lump sum; or
(ii) in annual or more frequent installments over a period
certain not to exceed the life expectancy of the
Participant, or the joint and last survivor life
expectancies, determined as provided in Section 4.6
<PAGE> 21
hereof, of the Participant and the Participant's
individual Beneficiary. Even if installment payments
have commenced pursuant to this option, the
Participant may receive a distribution of the balance
in his Custodial Account, or any part thereof, upon
written request as described in Section 4.1 hereof to
the Custodian.
(b) If the Participant elects to receive installment payments
then (except as otherwise permitted under regulations for
distributions required to commence prior to January 1,
1988), beginning with the year the Participant reaches
age 70 1/2, the minimum distribution required for that
year shall be at least equal to the lesser of the balance
in the Participant's Custodial Account or the quotient
obtained by dividing (i) the balance in the Custodial
Account as of the close of business on December 31 of the
prior year [reduced, in the case of the year ("Second
Distribution Year") following the year in which the
Participant reached age 70 1/2, by any distribution made
during the Second Distribution Year on or prior to April
1 to satisfy the minimum distribution requirement for the
year the Participant reached age 70 1/2] by the life
expectancy of the Participant (or, if applicable, the
joint and last survivor life expectancies of the
Participant and the Participant's Beneficiary, determined
as provided in Section 4.6 hereof. Distributions for the
year in which a Participant reaches age 70 1/2 will be
deemed timely made if made on or prior to April 1 of the
succeeding calendar year.
(c) For purposes of determining the minimum amount required
to be distributed under Section 4.3(b) hereof, the
balance in the Custodial Account as of December 31 of any
year shall be increased by the amount of any Rollover
Contribution from another individual retirement account
or tax-qualified retirement plan received after December
31 which was distributed from such other individual
retirement account or a tax-qualified retirement plan on
or prior to December 31.
(d) If the case of a Rollover Contribution or an amount
transferred to the Plan pursuant to Section 5 hereof that
was distributed (or transferred) from an individual
retirement account or tax-qualified retirement plan
("transferor plan") after the April 1 of the year
following the year in which the Participant reached age
<PAGE> 22
70 1/2, such assets must be held in a Custodial Account
separate from any other Custodial Account from which the
Participant is receiving installment payments in
accordance with Section 4.3(b) hereof, which payments are
being made over a period longer than the period over
which the Participant was receiving installment payments
from the transferor plan. Distribution from such separate
Custodial Account shall begin no later than the year
following the year of the rollover or transfer with
payments over a period established under the transferor
plan. The designated beneficiary under the transferor
plan shall be substituted for the Beneficiary designated
hereunder if the distribution period for such separate
Custodial Account period is determined based on the joint
and last survivor life expectancies of the Participant
and designated Beneficiary.
(e) Notwithstanding any other provisions in this Plan,
effective for distributions made before the Participant's
death, where the distribution period is longer than the
Participant's life expectancy and the Participant's
spouse is not the Beneficiary, the minimum amount
required to be distributed each year, beginning with the
year the Participant reaches age 70 1/2, shall be at
least the quotient obtained by dividing the balance in
the Custodial Account as of the close of business on
December 31 of the prior year [reduced, in the case of
the year ("Second Distribution Year") following the year
in which the Participant reached age 70 1/2, by any
distribution made during the Second Distribution Year on
or prior to April 1 to satisfy the minimum distribution
requirement for the year the Participant reached age 70
1/2] by the lesser of (i) the joint and last survivor
life expectancies of the Participant and the
Participant's Beneficiary determined as provided in
Section 4.6 hereof or (ii) the applicable divisor
determined from the table set forth in Q&A-4 of Prop.
Treas. Reg. Section 1.401(a)-2.
4.4 Distribution on Death of Participant.
(a) If the Participant dies after payment has commenced under
Section 4.3 hereof, and on or after the April 1 following
the year in which the Participant reached age 70 1/2, the
balance in his or her Custodial Account shall be
distributed to the Participant's Beneficiary, designated
in accordance with Section 4.5 hereof, at least as
rapidly as under the method of distribution by which
payments were
<PAGE> 23
being made to the Participant prior to death.
(b) If a Participant dies before the April 1 following the
year in which the Participant reaches age 70 1/2, the
balance in his or her Custodial Account shall be
distributed to the Participant's Beneficiary, designated
in accordance with Section 4.5 hereof, as the Beneficiary
shall elect:
(i) in a lump sum no later than December 31 of the year
that contains the fifth anniversary of the
Participant's death or, if later, if the
Participant's sole Beneficiary is the Participant's
surviving spouse, December 31 of the calendar year in
which the Participant would have attained age 70
1/2; or
(ii) in annual or more frequent installment payments over
a period certain not to exceed the life expectancy,
determined in accordance with Section 4.6 hereof, of
the Beneficiary. If the Participant's sole
Beneficiary is the Participant's surviving spouse,
payments shall commence no later than the later of
December 31 of the year following the year in which
the Participant died, or December 31 of the calendar
year in which the Participant would have attained age
70 1/2. In all other cases, payments shall commence
no later than December 31 of the calendar year
immediately following the year in which the
Participant died. Even if installment payments have
commenced pursuant to this option, the Beneficiary
may receive a distribution of the balance in his
Custodial Account, or any part thereof, upon written
request as described in Section 4.1 hereof to the
Custodian.
(c) If a Participant's spouse is named as Beneficiary in
accordance with Section 4.5 hereof, then notwithstanding
the provisions of Sections 4.4(a) and (b) hereof, the
Participant's spouse may elect to treat the interest in
the Participant's Custodial Account to which the spouse
becomes entitled upon the Participant's death as the
spouse's own individual retirement account subject to the
distribution provisions of Section 4.3 hereof by
execution of a new Application Form establishing the
spouse's own Custodial Account not later than the date of
filing the Participant's federal estate tax return or, if
earlier, the due date (including any extensions) for such
return. The determination of whether an election has been
made by a Participant's spouse to treat the spouse's
portion of death benefits as his or her own individual
retirement account will be made in accordance with
applicable rulings and regulations.
(d) Before making any distribution in the case of death of a
<PAGE> 24
Participant, the Custodian shall be furnished with such
certified death certificates, inheritance tax releases,
indemnity agreements and other documents as may be
required by the Custodian.
(e) If a Participant dies before the total amount in the
Custodial Account has been distributed, and the
Participant's Beneficiary is other than the Participant's
spouse, no additional cash contributions or Rollover
Contributions may be accepted by the Custodian.
(f) To the extent prescribed by regulation under the Code,
for purposes of this Section 4.4, any amount paid to a
child of the Participant will be treated as if it had
been paid to the surviving spouse provided the balance in
the Participant's Custodial Account when the child
reaches the age of majority (or when any other designated
event permitted under regulations occurs) will become
payable to the surviving spouse.
4.5 Beneficiary Designation. A Participant shall have the right
to designate, or to change, the Beneficiary to receive the
balance in the Custodial Account at the time of the
Participant's death. Such designation may include contingent
or successive Beneficiaries. A Beneficiary designated by a
Participant shall select the method by which benefits payable
to him or her shall be paid. Designations by a Participant
and selection of a distribution method by a Beneficiary shall
be subject to the provisions of Section 4.4 hereof and shall
be made on a form provided or permitted by the Custodian. A
designation properly completed by a Participant shall be
effective upon receipt by the Custodian no later than 30 days
after the death of the Participant. If no properly completed
Beneficiary designation is received by the Custodian within
30 days after the Participant's death, the Custodial Account
shall be distributed in cash or kind as the Custodian directs
in a lump sum to the Participant's surviving spouse or, if
there is no surviving spouse, to the Participant's estate. A
selection of distribution method properly completed by a
Beneficiary shall be effective upon receipt by the Custodian
no later than the earliest of (i) the date the Custodian
receives instructions to distribute the Custodial Account of
the deceased Participant, which instructions it determines to
be in good order, or (ii) December 1 of the year that
contains the fifth anniversary of the Participant's death. If
the Custodian fails to receive from a Beneficiary a properly
completed designation of distribution method within the time
prescribed above, the Participant's Custodial Account shall
be distributed over the course of five (5) years in
substantially equal installments commencing no later than
December 31 of the year of the Participant's death.
<PAGE> 25
The Custodian shall be responsible for determining the
identity of persons who qualify as the Beneficiaries entitled
to receive distributions upon the death of a Participant and
the identity of the person who qualifies as the executor or
administrator of the Participant's estate in accordance with
applicable regulations. If any person to whom all or a
portion of the Participant's interest is payable is a minor,
payment of such minor's interest shall be made on behalf of
such minor to the person designated by the Participant in his
Beneficiary Designation to receive such minor's interest as a
custodian under the Illinois Uniform Transfers Act or similar
statute. If the Participant does not designate a custodian to
receive the minor's interest on behalf of such minor or if
the person designated refuses or is unable to act, the
Custodian may in his sole discretion:
(a) distribute the interest to the legal guardian of such
minor; or
(b) designate an adult member of the minor's family, a
guardian or a trust company (including the Custodian), as
those terms are defined in the Illinois Uniform Transfers
Act, as custodian for such minor under the Illinois
Uniform Transfers Act or similar statute and distribute
such minor's interest to the person so designated. The
person designated as custodian under the Illinois Uniform
Transfers Act, or similar statute, shall hold, manage and
distribute such property in accordance with the
provisions of such statute.
The Participant shall be responsible for determining the
Beneficiary whose life expectancy is to be used in
determining the maximum period of time over which the
Custodian Account may be distributed under Section 4.3 or 4.4
hereof. The designation of such Beneficiary shall be
irrevocable as of April 1 of the year following the year in
which the Participant attains age 70 1/2. If a Participant
designates more than one individual Beneficiary, the
Beneficiary (other than a Beneficiary whose receipt of
benefits is contingent on the death of a prior Beneficiary)
with the shortest life expectancy shall be the Beneficiary
whose life expectancy is used to determine the maximum period
over which installment distributions may be made from the
Custodial Account. If a Participant has a Beneficiary (other
than a trust described in the next sentence) that is not an
individual, then distributions from the Custodial Account
shall not be made under a method that takes into account the
life expectancy of a Beneficiary. If a Participant designates
a trust as a Beneficiary, and as of the later of the date on
which the trust is named as a beneficiary or April 1 of the
year following the year in which the Participant attains age
70 1/2, and as of all subsequent times, the following
requirements are met, the individual beneficiary of the trust
having the shortest life expectancy shall be the Beneficiary
considered in
<PAGE> 26
determining the appropriate Beneficiary life expectancy to be
used hereunder:
(a) There are no beneficiaries of the trust (other than
beneficiaries whose receipt of benefits is contingent on
the death of a prior beneficiary) who are not
individuals.
(b) The trust is a valid trust under state law, or would be
but for the fact that there is no corpus.
(c) The trust is irrevocable.
(d) The beneficiaries of the trust who are Beneficiaries with
respect to the Custodial Account are identifiable from
the trust instrument.
(e) A copy of the trust is provided to the Custodian.
The Custodian and its officers, employees, attorneys and
agents shall be fully discharged from all liability to any
and all persons making a claim to the Participant's Custodial
Account under the Plan in relying on evidence by affidavit or
otherwise as shall be satisfactory to the Custodian in
determining any questions of fact relative to payments under
the Plan, including the existence or identity of any
Beneficiary or trustee designated by the Participant, the
administrator or executor of the Participant's estate or any
person authorized to act on behalf of any such person.
Further, any amount paid to any such person in accordance
with the terms of the Plan shall fully discharge the
Custodian for the amount so paid.
4.6 Determination of Life Expectancies.
(a) General Rule. For purposes of this Section 4, life
expectancy and joint and last survivor life expectancies
shall be computed by the Participant (and, if applicable
after the Participant's death, by the Beneficiary) by
using the life return multiples in Regulation 1.72-9
under the Code. The life expectancy of the Participant
and a spouse Beneficiary may be redetermined, but not
more frequently than annually. The Participant's election
to determine life expectancy will become irrevocable on
April 1 of the year following the year in which the
Participant reaches age 70 1/2. In the case of
distributions pursuant to Section 4.4(b)(ii) hereof, a
spousal Beneficiary election to redetermine life
expectancy will become irrevocable on the date
distributions are required to commence thereunder. If no
election concerning redetermination of life expectancy is
made by the date such election would be irrevocable, life
expectancy will not be redetermined.
(b) Life Expectancy Not Recalculated. If the life expectancy
of the Participant and the Beneficiary are not
recalculated, then the following provisions apply to
determination of life expectancy. If distribution is
being made under Section 4.3(b) hereof, the life
expectancy of the Participant and the Beneficiary
<PAGE> 27
shall be determined as of their respective attained ages
as of their respective birthdays in the calendar year in
which the Participant attained age 70 1/2, reduced by one
for each year that has elapsed since the year the
Participant attained age 70 1/2. If distribution is being
made under Section 4.4(b)(ii) hereof, the life expectancy
of the Beneficiary shall be determined as of the
Beneficiary's attained age as of his birthday in the
calendar year in which distributions are required to
commence thereunder, reduced by one for each year that
has elapsed since such calendar year.
(c) If the life expectancy of the Participant and/or a spouse
Beneficiary is to be recalculated, then the following
provisions shall apply to determine life expectancy, and
the Participant (or, if applicable, the spouse
Beneficiary) shall be solely responsible for advising the
Custodian of the redetermined life expectancy annually,
no later than 30 days prior to the beginning of each
calendar year in which an installment payment is to be
made.
If distribution is being made under Section 4.3(b)
hereof, the Participant's life expectancy (or the joint
and last survivor life expectancies of the Participant
and his spouse Beneficiary) each year beginning with the
year in which the Participant reached age 70 1/2, using
the Participant's (and, if applicable, the spouse
Beneficiary's) attained age as of the Participant's
birthday (and, if applicable, the spouse Beneficiary's
birthday) in each such year.
If distribution is being made under Section 4.3(b) hereof
and the life expectancy of the Participant but not his
Beneficiary is being recalculated, the applicable joint
and last survivor life expectancies shall be recalculated
by using an adjusted age of the Beneficiary. The adjusted
age of the Beneficiary shall be determined by reducing
the life expectancy of the Beneficiary (determined as of
his attained age on his birthday in the calendar year in
which the Participant reached age 70 1/2) by one for each
year that has elapsed since the calendar year in which
the Participant reached age 70 1/2, and locating the age
that corresponds to that life expectancy (rounded to the
next highest integer, if not a whole number of years) in
Table V of Regulation 1.72-9 under the Code.
If distribution is being made pursuant to Section
4.4(b)(ii) hereof and the life expectancy of the
Participant's spouse Beneficiary is being recalculated,
the life expectancy of the spouse Beneficiary will be
determined based on her attained age as of her birthday
in the calendar year in which distributions are required
to commence to her under
<PAGE> 28
Section 4.4(b)(ii) hereof.
Upon the death of the Participant or the Beneficiary, the
recalculated life expectancy of the decedent will be
reduced to zero in the calendar year of death. The
balance in the Custodial Account must be distributed
prior to the last day of the calendar year in which the
last applicable life expectancy is reduced to zero.
4.7 Distributions in Accordance with Regulations. In all cases,
distributions hereunder are not permitted except in
accordance with applicable regulations promulgated by the
Secretary of the Treasury.
SECTION 5 - TRANSFERS AND ROLLOVER CONTRIBUTIONS
5.1 Transfers. Any person may adopt the Plan for the sole purpose
of transferring to the Custodian in cash, or with the consent
of the Custodian, in kind any part of the assets of an
individual retirement account held for the person's benefit
by another custodian, trustee or insurance company; provided
however, that the Custodian may elect not to accept a
transfer unless it is preceded by asset transfer instructions
satisfactory to the Custodian. In case of assets transferred
to the Plan and held in a separate Custodial Account in the
year the Participant reaches age 70 1/2 or in any subsequent
year as provided in Section 4.3(d) hereof, the asset transfer
instructions must be accompanied by a Distribution Request
Form and a Beneficiary Form applicable to the transferred
assets computed in accordance with the distribution method in
effect under the transferor individual retirement account.
Transfers from the Custodian to a successor custodian or
trustee shall be made in accordance with Section 6.4 hereof.
5.2 Rollover Contributions to the Plan. Any person may adopt the
Plan for the sole purpose of making a Rollover Contribution
in cash, or with the consent of the Custodian, in kind in an
amount of not less than $500 (unless waived or reduced by
Stein Roe & Farnham); provided, however, that the Custodian
may elect not to accept a Rollover Contribution unless
rollover contribution instructions satisfactory to the
Custodian are provided at the time the Rollover Contribution
is made or at such later date as the Custodian may permit. A
person adopting the Plan for the sole purpose of making a
Rollover Contribution shall be treated as a Participant under
the Plan for all purposes. If the Rollover Contribution was
distributed from the distribution plan after April 1 of the
year following the year in which the Participant reaches ages
70 1/2 and the Rollover Contribution is held in a separate
Custodial Account as provided in Section 4.3(d) hereof, the
Rollover Contribution instructions must be accompanied by a
Distribution Request Form and a Beneficiary Form applicable
to the amount rolled over computed in accordance with the
<PAGE> 29
distribution method in effect under the distribution plan.
5.3 Rollover Contributions from the Plan. On, or as soon as
reasonably possible after, the date the Custodian receives
from a Participant a Distribution Request Form provided or
permitted by the Custodian, or at a future date specified in
the Form which shall be within a reasonable time after the
date the Custodian receives it, stating that the Participant
wishes to make a Rollover Contribution from the Plan, the
Custodian shall distribute such amount from the Participant's
Custodial Account as the Participant shall direct in a manner
consistent with the prospectus(es) of the Mutual Fund(s) in
which the Custodial Account is invested. The Custodian may
make such distribution to the Participant without inquiry as
to whether the statements made by the Participant in the
Distribution Request Form are correct, and in no event shall
the Custodian or any officers, employees, attorneys or agents
of the Custodian be liable for any costs, expenses, or income
or excise taxes which might arise by virtue of the
Custodian's making such distribution. The Participant
represents and warrants that all directions contained within
the Distribution Request Form shall be and are in accordance
with the terms of the Plan.
SECTION 6 - ADMINISTRATION
6.1 General. Except as provided herein, the Plan shall be
administered by the Participant, who shall have sole
responsibility for the operation of the Plan in accordance
with its terms and shall determine all questions arising out
of the administration, interpretation, and application of the
Plan (which determination shall be conclusive and binding on
all persons). The Participant also shall have sole authority
on behalf of any and all persons having or claiming any
interest in the Participant's Custodial Account. The
Participant shall have the sole authority and responsibility
to determine the amount of the contributions (except for SEP
Contributions which shall be the responsibility of both the
Participant and the Participant's employer) and distributions
to be made under the Plan and neither the Custodian nor any
other person shall be responsible therefor, or for any
consequences to the Participant resulting from making of
contributions which are in excess of those permitted or the
failure to make distributions required, under the Plan or
Code. In no event shall the Custodian, or any of its
officers, employees, attorneys or agents be liable for any
such costs, expenses, income taxes or excise taxes which
might accrue by virtue of a failure to comply with the
requirements of the Plan or the Code.
The Participant intends that the Custodial Account under the
Plan shall qualify and be tax-
<PAGE> 30
exempt under section 408 of the Code, but if it should ever
not so qualify, all assets held in the Custodial Account
shall be distributed to the Participant in accordance with
the termination provisions of Section 8 hereof. Until advised
to the contrary, the Custodian may assume the Custodial
Account is so qualified and tax-exempt.
6.2 Establishment of Custodial Account. The Custodian shall
establish and maintain a Custodial Account for the
Participant whose interest therein shall immediately become,
and at all times shall remain, nonforfeitable.
The Participant shall promptly notify the Custodian in
writing of any changes in the Participant's name or address.
The Participant warrants that at no time shall any part of
the assets of the Custodial Account, after deducting any
expenses properly chargeable to the Custodial Account, be
used for or diverted to purposes other than for the exclusive
benefit of the Participant and his or her Beneficiaries.
6.3 Reports of Custodian. The Custodian shall keep accurate and
detailed records of all receipts, disbursements and other
transactions relating to the Custodial Account. As soon as
practicable after the close of each taxable year (or after
the Custodian's resignation or removal pursuant to Section
6.4 hereof) and whenever required by the Code, the Custodian
shall deliver to the Participant a written report reflecting
receipts, disbursements and other transactions effected in
the Custodial Account during such period and fair market
value of the assets and liabilities of the Custodial Account
as of the close of such period.
The Custodian shall keep such records, make such
identifications and file with the Internal Revenue Service
such returns and other information concerning the Custodial
Account as may be required of it under the Code or forms
adopted by the Treasury Department thereunder. Further, the
Participant and the Custodian shall furnish to each other
such information relevant to the Plan and Custodial Account
as may be required by the Code or such forms.
Unless the Participant sends the Custodian written objection
to a report within 60 days of delivery, the Participant shall
be deemed to have approved such report and the Custodian and
its officers, employees, attorneys and agents shall be
forever released and discharged from all liability and
accountability to anyone with respect to their acts,
transactions, duties and obligations or responsibilities as
shown on, or reflected by, such report. Nothing in the Plan
shall prevent the Custodian from having its accounts
judicially settled by a court of competent jurisdiction.
6.4 Registration or Removal of Custodian. The Custodian may
resign at any time upon 30 days' notice in writing to the
Participant and to Stein Roe &
<PAGE> 31
Farnham and may be removed by the Participant (or Stein Roe &
Farnham as agent for the Participant) at any time upon notice
in writing to the Custodian. Upon such resignation or
removal, the Participant (or Stein Roe & Farnham as agent for
the Participant) shall appoint a successor custodian, which
successor shall be a "bank" as defined in section 401(d) of
the Code or such other person who demonstrates to the
satisfaction of the Secretary of the Treasury or his delegate
that the manner in which such other person will administer
the Custodial Account will be consistent with the
requirements of section 408 of the Code. Upon receipt by the
Custodian of written acceptance of such appointment by the
successor custodian, the Custodian shall transfer and pay
over to such successor the assets of the Custodial Account
and all records pertaining thereto. However, the Custodian
shall, if the transfer occurs in the year the Participant
reaches age 70 1/2 or any subsequent year, distribute to the
Participant any amount required to satisfy the minimum
distribution requirements for the year of transfer, as
provided in Section 4. Further, the Custodian is authorized
to reserve such sum of money as it may deem advisable for
payment of all its fees, compensation, costs and expenses, or
for payment of any other liabilities constituting a charge on
or against the assets of the Custodial Account or on or
against the Custodian, with any balance of such reserve
remaining after the payment of such items to be paid over to
the successor custodian. The successor custodian shall hold
the assets paid over to it under terms similar to those of
the Agreement that qualify the Custodial Account under
section 408(h) of the Code.
If, within 30 days after the Custodian's resignation or
removal the Participant (or Stein Roe & Farnham as agent for
the Participant) has not appointed a successor custodian
which has accepted the appointment, the Custodian shall,
unless it elects to terminate the Custodial Account pursuant
to Section 6.5, appoint such successor itself. The Custodian
shall not be liable for the acts or omissions of any
successor custodian whether or not the Custodian makes such
appointment itself.
6.5 Termination of Account. The Custodian may elect to terminate
the Custodial Account if, within 30 days after its
resignation or removal pursuant to Section 6.4, the
Participant (or Stein Roe & Farnham as agent for the
Participant) has not appointed a successor custodian which
has accepted such appointment. Termination of the Custodial
Account shall be effected by distributing all assets thereof
to the Participant pursuant to the written direction of the
Participant (who represents and warrants that such directions
shall be in accordance with the provisions of the Plan) or,
if the Participant fails or is unable to give such
directions, such
<PAGE> 32
distribution shall be effected in such manner as is
determined by the Custodian, in each instance in accordance
with and subject to the provisions and limitations of the
Plan. Upon the completion of such distribution, the Custodian
shall be relieved from all further liability with respect to
all amounts so paid.
6.6 Other Matters Concerning the Custodian. To the extent
permitted by federal law, the Custodian shall not be
responsible in any way for the collection of contributions
provided for under the Plan, the purpose or propriety of any
distribution made pursuant to Section 4 hereof, or any other
action taken at the Participant's direction. The Custodian
shall also not have any duty or responsibility to determine
whether information furnished to it by the Participant is
correct or whether amounts contributed to the Custodial
Account are tax-deductible or whether amounts distributed
from the Custodial Account are subject to income or excise
tax or any other tax whatsoever. To the extent permitted by
federal law, nothing contained in the Plan, either expressly
or by implication, shall be deemed to impose any powers,
duties or responsibilities on the Custodian other than those
set forth herein. The Custodian and its officers, employees,
attorneys and agents shall be indemnified and saved harmless
by the Participant (and the legal representatives, heirs,
successors or agents) and from the Custodial Account from and
against any and all personal liability arising from actions
taken at the Participant's direction, and from any and all
other liability whatsoever which may arise in connection with
the administration of the Plan, except the obligation of the
Custodian to perform in accordance with the provisions of the
Plan and with respect to the Custodial Account unless the
Participant shall furnish the Custodian with instruction in
proper form and such instruction shall have been specifically
agreed to by the Custodian. The Custodian shall be under no
duty to defend or engage in any suit with respect to the
Custodial Account unless the Custodian shall have first
agreed in writing to do so and shall have been fully
indemnified to the satisfaction of the Custodian. The
Custodian shall be protected in acting upon any order or
direction from a Participant (including any order or
direction permitted by and in accordance with and subject to
the terms and conditions of the Telephone Exchange Privilege,
if applicable) or any other notice, request, consent,
certificate, or other instrument on paper believed by it to
be genuine and to have been properly executed (including
Beneficiary Designations received from a Participant) and, so
long as it acts in good faith, in taking or omitting to take
any other action.
The Custodian is authorized to allocate fiduciary
responsibilities and duties between or among itself and any
other fiduciary or fiduciaries, if any, and to delegate any
of its ministerial,
<PAGE> 33
clerical or administrative functions to or among such persons
as it shall deem appropriate; provided however, that in no
event shall the Custodian either allocate or delegate its
responsibilities and duties for the management of assets held
in the Custodial Account except for Participant-directed
investments of large Custodial Accounts under Section 7.3
hereof.
The Custodian may allocate or delegate any of its
responsibilities and duties hereunder by following a
procedure pursuant to which it shall (1) allocate or delegate
its responsibilities and duties in a written agreement
between it and each person to whom such responsibilities and
duties are allocated or delegated (which agreement shall
describe the nature and the extent of such allocation or
delegation), and (2) specify in writing to the Participant
the name of the person or persons to whom such
responsibilities and duties are allocated or delegated, the
nature and extent of the responsibilities and duties which
are allocated or delegated and the terms and conditions of
such allocation or delegation, including compensation
therefor (if any). The Custodian shall not be liable for any
act or omission of the person or persons to whom such
responsibilities and duties are allocated or delegated.
SECTION 7 - INVESTMENT OF PLAN ASSETS
7.1 General. Except as otherwise permitted under Section 7.3
hereof, contributions by or on behalf of a Participant shall
be invested by the Custodian solely in the Mutual Funds the
Participant or the Beneficiary (or the duly authorized agent
of either of them) shall elect on a form provided or
permitted by the Custodian. At such times as the Participant
or the Beneficiary (or the duly authorized agent of either of
them) shall deem appropriate, changes of investment may be
made by written instruction to the Custodian on such form as
is provided or permitted by the Custodian. If the Telephone
Exchange Privilege has been elected on the Application Form,
such changes may be made by telephone or such other means of
communication permitted by, and in accordance with, the terms
and conditions of the Telephone Exchange Privilege. No change
shall be effective until received by the Custodian and, once
effective, shall remain in effect until properly changed. If
a Participant or a Beneficiary (or duly authorized agent of
either of them) fails to properly direct the investment of
the Custodial Account, such Participant's Custodial Account
shall be invested in shares of the Mutual Fund specified in
the Application Form for such circumstances. Instructions
concerning the investment of the assets held in a Custodial
<PAGE> 34
Account shall be executed by the Custodian on, or as soon as
reasonably practicable after, the date the Custodian receives
instructions in proper form.
The Participant warrants that no investment made pursuant to
his or her direction under this Section shall cause the
Custodial Account to lose its exemption as provided in
section 408(e)(2) of the Code.
The assets of a Custodial Account shall not be commingled
with other property except in a common trust fund or a common
investment fund and shall not be invested in life insurance
contracts or in "collectibles" as defined in section 408(m)
of the Code.
7.2 Mutual Fund Investments. Plan assets invested in shares of
the Mutual Fund(s) shall be made in accordance with, and
shall be subject to, the provisions of the prospectus(es) of
such Mutual Funds(s) and such shares shall be registered in
the name of the Custodian or its nominee until distributed.
The Participant for whom such shares are acquired shall be
beneficial owner of such shares.
Except as otherwise provided herein, all income dividends and
capital gain distributions paid on Mutual Fund shares held in
a Custodial Account shall be invested in accordance with the
Mutual Funds' prospectuses unless the Participant instructs
the Custodian to invest the income dividends and capital
gains distributions in another Mutual Fund within the
Participant's IRA. If any distribution may be received in
shares, cash or other property at the election of the
shareholder, the Custodian shall elect to make such
distribution in shares in accordance with the Mutual Funds'
prospectuses. If over age 59 1/2, a Participant may elect to
receive income dividends and capital gain distributions in
cash as part of a distribution from the Custodial Account.
The Mutual Funds in which the assets held in the Custodial
Account are invested shall furnish to the Custodian, and the
Custodian shall promptly deliver to the Participant,
confirmation of all investments, changes of investment and
investments of distributions paid with respect to Mutual Fund
shares held in the Participant's Custodial Account and all
notices, prospectuses, financial statements, proxies, and
proxy soliciting materials relating to such shares. To the
extent required, the Custodian or its nominee shall sign such
proxies as record owner of such shares, but shall not
otherwise vote them except in accordance with the written
instructions of the Participant. Delivery by the Custodian of
any of these items to the Participant shall be deemed to be
on the date such items are mailed by the Custodian to the
Participant at the Participant's last address of record (or
to such other address as the Participant shall direct);
provided, however, that anything herein to the contrary
notwithstanding, such delivery by the Custodian shall be in
compliance
<PAGE> 35
with the minimum requirements of applicable securities laws.
7.3 Investment of Large Custodial Accounts.
(a) Notwithstanding the provisions of the Plan to the
contrary, a Participant who has a Custodial Account with
a balance of not less than $250,000 (unless waived or
reduced by Stein Roe & Farnham) may, if so elected on a
form acceptable to the Custodian, direct the Custodian in
writing to invest such Custodial Account and income
therefrom in such stocks, bonds, notes, shares of other
mutual funds registered under the Investment Company Act
of 1940, as amended, or other property, real or personal,
as the Participant deems appropriate. However, if the
value of the Custodial Account shall at any time be less
than $100,000 (unless waived or reduced by Stein Roe &
Farnham), the investment of the Custodial Account shall
be limited to the Mutual Funds. Further, any amount
invested pursuant to this Section in an investment, other
than securities traded on a national stock exchange or in
the over-the-counter market, shall be subject to the
prior written agreement of the Custodian, and not less
than 50% (unless waived or reduced by Stein Roe &
Farnham) of the Participant's Custodial Account shall be
invested in the Mutual Funds and/or be subject to an
Investment Advisory Agreement between the Participant and
Stein Roe & Farnham.
(b) The Custodian may charge the Custodial Account of the
Participant who elects to invest the Custodial Account
pursuant to this Section such fees as the Custodian and
the Participant may from time to time agree in writing.
(c) Subject to the direction of the Participant, the
Custodian shall have the following powers with respect to
a Custodial Account invested pursuant to this Section:
(i) to invest all or any portion of the Custodial Account
in investment contracts issued by an insurance
company, including, but not limited to guaranteed
income contracts, immediate participation guarantee
contracts, group annuity contracts and deposit
administration contracts, and to excise all rights
under such contracts in the manner directed by the
Participant; provided that, notwithstanding the
foregoing, no such investment shall be made in life
insurance contracts or in any other investment which
would cause the Participant's Custodial Account to
lose its exemption as provided in section 408(e)(2)
of the Code;
(ii) to keep, in its sole discretion, such portion of the
Custodial Account in cash balances (regardless of
<PAGE> 36
whether interest is paid on such balances) with a
bank or trust company (including the Custodian) as
the Custodian may from time to time deem to be in the
best interest of the Participant, and the Custodian
shall not be liable for any loss of interest on cash
so held; provided, however, that any cash balances
held by the Custodian shall bear a reasonable rate of
interest;
(iii) to sell, exchange, convey, transfer or otherwise
dispose of any property held by it by private sale or
contract or by public auction, and no person dealing
with the Custodian shall be bound to see to the
application of the purchase money or to inquire into
the validity, expediency or propriety of any such
sale or other disposition;
(iv) to vote (or refrain from voting), either in person or
by general or limited proxy, any securities; to
exercise any conversion privileges, subscription
rights or other options and to make any payments
incidental thereto; to consent to or otherwise
participate in reorganizations or other changes
affecting corporate securities and delegate
discretionary power and to pay any assessments or
charges in connection therewith; and to generally
exercise any powers of any owner with respect to
stocks, bonds, securities or other property (other
than shares of Mutual Funds) held in the account;
(v) to make, execute, acknowledge, and deliver any and
all documents of transfer and conveyance and any and
all other instruments that may be necessary or
appropriate to carry out the powers herein granted;
(vi) to register any investments made pursuant to this
Section in its own name or in the name of a nominee
and to hold any investment in bearer form, but the
books and records of the Custodian shall at all times
show that all such investments are part of the
Participant's Custodial Account;
(vii) to employ, and pay compensation to, suitable agents,
custodians, counsel and accountants as the Custodian
deems necessary or desirable to manage or protect the
Custodial Account, and if the Custodian shall employ
counsel, the Custodian shall be fully protected in
acting on the advice of such counsel; and
(viii) to do all acts, whether or not expressly authorized,
which the Custodian may deem necessary or proper for
the protection of the property held hereunder.
<PAGE> 37
SECTION 8 - AMENDMENT AND TERMINATION
The Participant may amend the Application Form or terminate the
Custodial Account and Stein Roe & Farnham may, as agent for the
Participant, amend the Plan (including retroactive amendment of
the Plan), by delivering to the Custodian a signed copy of such
amendment or a notice of termination; provided that the
Custodian's duties may not be increased without its written
consent. By mutual agreement, Stein Roe & Farnham and the
Custodian may change the Custodial Fees set forth in the
Application Form upon 45 days' written notice to the Participant.
In the event that the Participant amends the Plan, other than by
amending the Application Form, the Participant's Plan shall no
longer be considered as approved by the Internal Revenue Service
as adoption of this prototype IRA Plan.
No amendment or termination shall be effective if it would cause
or permit any part of the Custodial Account to be diverted to
purposes other than for the exclusive benefit of the Participant
(and the Participant's Beneficiaries) and no retroactive amendment
shall be effective if it deprives any Participant of any benefit
to which the Participant was entitled under the Plan by reason of
contributions made before the amendment, unless such amendment is
necessary to conform the Plan to, or satisfy the requirements of,
the Code.
SECTION 9 - MISCELLANEOUS
9.1 Status of Participants. Neither the Participant nor any other
person shall have any legal or equitable right against the
Custodian or Stein Roe & Farnham, except as provided herein.
9.2 Loss of Exemption of Custodial Account. If the Custodian
receives notice that the Participant's Custodial Account has
lost its tax-exempt status under section 408(e)(2) of the
Code for any reason, including by reason of a transaction
prohibited by section 4975 of the Code, the Custodian shall
distribute to the Participant the entire balance in the
Custodial Account, in cash or in kind, in the sole discretion
of the Custodian no later than 90 days after the date the
Custodian receives such notice.
9.3 Payment of Taxes, Expenses and Custodial Fees. The Custodian
shall pay out of the Custodial Account any income, gift,
estate or inheritance taxes or other tax of any kind
whatsoever that may be levied upon or assessed against or in
respect of the Custodial Account (other than transfer taxes),
and any expenses of investment management or investment
advisory services rendered to the Custodial Account, and at
its option, collect any amounts so charged from the amount of
any contribution or distribution to be credited to the
Custodial Account or by sale or liquidation of the assets
credited to such account. If the assets of the Custodial
Account are
<PAGE> 38
insufficient to satisfy such charges, the Participant shall
pay any deficit therein to the Custodian.
Any transfer taxes incurred by the Custodian in connection
with the investment and reinvestment or transfer of the
assets of the Custodial Account and all other administrative
expenses incurred by the Custodian in the performance of its
duties, including fees for legal service rendered to the
Custodian and such compensation to the Custodian as may be
established from time to time by the Custodian, shall be
collected by the Custodian from the amount of any
contribution credited to or distribution to be made from the
Custodial Account or by sale or liquidation of the assets
credited thereto.
Until otherwise changed in accordance with the terms of
Section 8 hereof, the Custodian shall receive fees for its
services with respect to a Participant's Custodial Account as
set forth in the Application Form and shall receive such
additional fees as my be agreed upon by it and the
Participant from time to time for its services in connection
with investments made pursuant to Section 7.3 hereof.
Payment of any taxes, expenses or Custodial fees described in
this Section may also be paid directly by, or on behalf of,
the Participant subject to agreement by the Custodian.
9.4 Gender and Number. Except where the context indicates to the
contrary, when used herein, masculine terms shall be deemed
to include the feminine, and singular the plural. In Section
3.3(c) and 4.4 hereof, feminine terms shall be deemed to
include the masculine.
9.5 Other Conditions. A Participant, by participating in the
Plan, expressly agrees that he shall look solely to the
assets of the Custodial Account for the payment of any
benefits to which he or she is entitled under the Plan. The
benefits provided under the Plan shall not be subject to
alienation, assignment, garnishment, attachment, execution or
levy of any kind, and any attempt to do so shall not be
recognized, except by the Custodian for the taxes, expenses
and Custodial fees described in Section 9.3 hereof and except
to such extent as may be required by law. The Plan and any
forms provide by the Custodian, including the Beneficiary
Designation filed pursuant to Section 4.5 and all property
rights of the Participant under the Plan, shall be construed,
administered, and enforced according to the laws of the State
of Illinois, other than its laws with respect to choice of
laws, except to the extent preempted by the Employee
Retirement Income Security Act of 1974, as amended.
<PAGE> 39
RECEIVED MAR 22 1990
Internal Revenue Service Department of the Treasury
Washington, DC 20224
Plan Name: IRA Custodial Account
FFN: 50153960000-001 Case: 8970313 EIN: 36-3447638
Letter Serial No. D100035c Person to Contact: Mr. Westry
Stein Roe & Farnham Inc Telephone Number (202) 535-4972
One South Wacker Street Refer Reply to E:EP:Q:4
Chicago, IL 60606 Date 03/21/90
Dear Applicant:
In our opinion, the amendment to the form of the prototype trust,
custodial account or annuity contract identified above does not
adversely affect its acceptability under section 408 of the
Internal Revenue Code, as amended by the Tax Reform Act of 1986.
Each individual who adopts this approved plan will be considered
to have a retirement savings program that satisfies the
requirements of Code section 408, provided they follow the terms
of the program and do not engage in certain transactions specified
in Code section 408(e). Please provide a copy of this letter to
each person affected.
The Internal Revenue Service has not evaluated the merits of this
savings program and does not guarantee contributions or
investments made under the savings program. Furthermore, this
letter does not express any opinion as to the applicability of
Code section 4975, regarding prohibited transactions.
Code section 408(i) and related regulations require that the
trustee, custodian or issuer of a contract provide a disclosure
statement to each participant in this program as specified in the
regulations Publication 590, Tax Information on Individual
Retirement Arrangements, gives information about the items to be
disclosed.
The trustee, custodian or issuer of a contract is also required to
provide each adopting individual with annual reports of savings
program transactions.
Your program may have to be amended to include or revise
provisions in order to comply with future changes in the law or
regulations.
If you have any questions concerning IRS processing of this case,
call us at the above telephone number. Please refer to the Letter
Serial Number and File Folder Number shown in the heading of this
letter. Please provide those adopting this plan with your phone
number, and advise them to contact your office if they have any
questions about the operation of this plan.
You should keep this letter as a permanent record. Please notify
us if you terminate the form of this plan.
Sincerely yours,
JOHN SWIECA
Chief, Employee Plans
Qualifications Branch
<PAGE> [STEIN ROE MUTUAL FUNDS LOGO]
IRA APPLICATION
Prototype Plan No. D100035C dated September 19, 1996
Use this application to establish an Individual Retirement Account
(IRA) in a Stein Roe Mutual Fund. If you have any questions,
please call us at 800-338-2550.
1 PARTICIPANT
Please complete a separate form for each type of IRA you wish to
establish.
______________________________________________________________
First name Middle initial Last name
______________________________________________________________
Street Address
______________________________________________________________
City State Zip code
______________________________________________________________
Daytime telephone Evening telephone
______________________________________________________________
Social security number Date of Birth
2 CONTRIBUTION TYPE
Please select one contribution type. The initial investment
minimum is $500 per fund account, except for a SEP-IRA. Please
refer to the Plan booklet for an explanation of each contribution
type. Enclose a check payable to Stein Roe Mutual Funds for at
least $500, unless you are making an IRA asset transfer.
[ ] A. Contribution to Regular IRA
Contribution is for current year unless you specify
different year: 19__
[ ] B. SEP-IRA
[ ] C. Asset Transfer
Complete Section 11.
[ ] D. Conduit/Segregated IRA Rollover Account
Please make checks payable to: Stein Roe Mutual Funds
[ ] E. Rollover
I have enclosed a check payable to Stein Roe Mutual Funds
in the amount of $_____
This represents a rollover from:
[ ] IRA
[ ] SEP-IRA
[ ] Spousal IRA
[ ] 403(b) Plan
[ ] Transfer Incident to Divorce from IRA/Tax-
qualified Plan
[ ] Spousal Death Benefit
Distribution from Tax-qualified Plan
[ ] Direct Rollover
[ ] Other
Date qualifying distribution was made*: ______
*This may not be more than 60 days prior to date SteinRoe Services
Inc. receives your Rollover Contribution.
3 INVESTMENT OF CONTRIBUTIONS
Please select your investments. If you do not choose a Fund, your
contributions will be invested in Stein Roe Government Reserves
Fund, a money market fund.
Stein Roe Fund IRA
- ---------------------------------------
Government Reserves Fund $______
Cash Reserves Fund ______
Government Income Fund ______
Intermediate Bond Fund ______
Income Fund ______
High Yield Fund ______
Balanced Fund ______
Growth & Income Fund ______
Special Fund ______
Growth Stock Fund ______
Young Investor Fund ______
International Fund ______
Special Venture Fund ______
Capital Opportunities Fund ______
Emerging Markets Fund** ______
Total Contributions $
======
**To discourage short-term trading, there is a 1 percent
redemption fee imposed on the sale of shares held less than 60
days.
4 AUTOMATIC INVESTMENT PLAN
This option allows you to make current year contributions to your
IRA directly from your bank checking or savings account by
electronic transfer. Please be sure the amount you specify does
not exceed your maximum permissible annual contribution amount.
Please allow three weeks to establish your Automatic Investment
Plan.
________________________________________________________________
Fund Name Account Number Amount
(leave blank if new) ($50 monthly minimum)
________________________________________________________________
Fund Name Account Number Amount
(leave blank if new) ($50 monthly minimum)
________________________________________________________________
Fund Name Account Number Amount
(leave blank if new) ($50 monthly minimum)
I authorize Stein Roe Mutual Funds to draw on my bank account to
purchase shares for the account(s) listed above (check one period
only):
[ ] Monthly [ ] Quarterly [ ] Every 6 months [ ] Annually
These purchases should be made on or about the:[ ] 5th or
[ ] 20th day of the month
Please begin: [ ] Immediately or [ ] ______ specify month
IRA contributions made through the Automatic Investment Plan will
be credited as a contribution for the year in which the shares are
purchased. You are solely responsible for adhering to applicable
contribution limitations.
Bank Information
_________________________________________________________
Name of bank
_________________________________________________________
Street address of bank
_________________________________________________________
City State Zip code
_________________________________________________________
Name(s) on bank account
_________________________________________________________
Bank account number ACH routing number
Attach a voided check to this form and verify the above
information with your bank.
5 AUTOMATIC EXCHANGE PLAN*
With this privilege you can authorize Stein Roe to regularly
exchange shares from one Stein Roe Fund to another with the same
account registration. A $500 minimum applies to each new account.
_________________________________________________________
Redeem shares from (Fund Name) Account number
_________________________________________________________
Amount ($50 monthly minimum)
_________________________________________________________
Purchase shares in (Fund name) Account number
(leave blank if new)
Check one period below and fill in dates between the 1st and 28th
of the month:
[ ] Twice monthly on the ___ and ___ beginning ______________
specify month
[ ] Monthly on the _____ beginning _________________
specify month
[ ] Quarterly on the ________ of ___________________
list four months
[ ] Twice yearly on the ______ of ___________________
list two months
[ ] Annually on the _________ of ___________________
list one month
6 TELEPHONE EXCHANGE*
Unless you check the box below, you are electing to have the
privilege to exchange shares between your IRA accounts by
telephone.
[ ] I do NOT want the telephone exchange privilege.
Anyone who is supplied with the proper account information can
make telephone exchanges on your behalf. You may make up to four
round trip telephone exchanges every 12 months. A round trip is
the exchange from one Fund to another, and back again. Stein Roe
reserves the right to discontinue or modify the exchange
privilege, and certain restrictions apply.
7 CUSTODIAL ACCOUNTS OF $250,000 OR MORE
If you are establishing an IRA by transfer or rollover of an
amount of at least $250,000, you may select investments other than
the Stein Roe Mutual Funds in accordance with the terms of the
Plan by checking the following box and attaching a separate letter
of investment instructions. [ ]
8 DIVIDEND DISTRIBUTION OPTION*
Dividends and capital gains will automatically be reinvested into
your IRA fund account. If you would like to have your dividends
and capital gains distributions invested in a different Stein Roe
Mutual Fund within your IRA, please complete this section.
Note: The Fund into which you direct your dividends or capital
gains must be registered exactly the same as your current account
registration.
Reinvest my [ ] dividends
[ ] capital gains
[ ] both into:
Fund name: ____________________________
Account number: ________________________ (leave blank if new)
9 SIGNATURE
Sign exactly as your name is printed in Section 1.
I hereby adopt the Stein Roe Funds Individual Retirement Account
Plan and appoint First Bank, N.A. to serve as Custodian as
provided therein. I have read the Plan documents, including the
General Provisions on the reverse side of this form, and agree to
be bound by their terms. I have received the current
prospectus(es) of the Fund(s) in which my initial contribution is
to be invested and agree to be bound by their terms.
Unless I have declined the Telephone Exchange Privilege in Section
6, I have authorized any Fund the shares of which are purchased
for my IRA, and SteinRoe Services Inc., transfer agent for the
Fund(s) and agent for my IRA Custodian (the "Stein Roe Parties")
to act upon instructions received by telephone to exchange shares
held for shares of any other Stein Roe Fund. I agree that no Stein
Roe Parties will be liable for any loss, injury, damage or expense
as a result of action upon, and will not be responsible for the
authenticity of any telephone instructions, and will hold the
Stein Roe Parties harmless from any loss, claims or liability
arising from its or their compliance with these instructions.
Accordingly, I understand that I will bear any risk of loss
resulting from unauthorized instructions. I understand that the
Stein Roe Parties employ reasonable procedures to confirm that
telephone instructions are genuine.
Signature: ___________
Date: ________________
10 CUSTODIAN ACCEPTANCE
The undersigned, First Bank, N.A., by separate agreement and the
below signature, offers to serve as Custodian in accordance with
the Stein Roe Funds Individual Retirement Account Plan once this
Application form has been properly completed and delivered (or
mailed) to the Custodian. If relating to an asset transfer, the
undersigned accepts the appointment as successor Custodian of the
above referenced account(s) and directs the resigning custodian to
liquidate the assets and remit as described above.
OFFER TO SERVE AS CUSTODIAN:
First Bank National Association
By: TERRY S. RICHTER
If you are making an IRA asset transfer, please complete the form
on the reverse side.
Stein Roe account representatives are available weekdays from 7
a.m. to 8 p.m. and weekends from 8 a.m. to 5 p.m.(Central Time)
If you have any questions, please call us toll free at 800-338-
2550
Please return this completed form to:
Stein Roe Mutual Funds
P.O. Box 8900
Boston, MA 02205-8900
*Redemption Fee
Although Stein Roe Emerging Markets Fund is 100 percent no-load,
with no 12b-1 fees and no sales charges, there is a 1 percent
redemption fee imposed on the sale of shares held for less than 90
days to discourage short-term trading.
<PAGE>
11 IRA Asset Transfer Information
Please complete this section only if you are making an IRA asset
transfer. Please consult the resigning custodian to determine if
there are any special requirements (e.g. signature guarantee) you
must meet before making an asset transfer.
Resigning Custodian Information
_________________________________________________________
Resigning custodian
_________________________________________________________
Street address or P.O. box
_________________________________________________________
City State Zip code
_________________________________________________________
Account representative
_________________________________________________________
Daytime telephone
_________________________________________________________
Account name and number to be transferred
Type of IRA Transferred to Stein Roe
[ ] Regular [ ] Rollover [ ] SEP-IRA
Transfer Instructions
Please liquidate all assets (or $ ___________) in the above-
referenced account on ____________ (if no date, liquidate
immediately) and remit proceeds payable to Stein Roe Mutual Funds
for the IRA of the individual listed in Section 1 to the following
address:
Stein Roe Mutual Funds
P.O. Box 8900
Boston, MA 02205-8900
Attention: SteinRoe Services Inc.
If your IRA C.D. investment matures in less than 15 days, please
notify your custodian that we will be sending asset transfer
instructions. If your IRA C.D. investment matures in more than 30
days, please check with your custodian to determine if a penalty
will apply for early liquidation.
Signature For Asset Transfer
_____________________________
(Sign here and in Section 9)
Signature Guarantee (If required by resigning custodian)
Signature Guaranteed by:
_________________________________________________________
Name of institution
_________________________________________________________
Name of authorized officer
_________________________________________________________
Signature of authorized officer
Guarantor's Stamp:
General Provisions
1. Plan Establishment.
Your IRA will be established when SteinRoe Services Inc.
receives your properly completed form. If you fail to complete
this form properly, the establishment of your IRA may be
delayed.
2. Custodial Fees.
Currently, there are no Custodial fees charged for your IRA
assets invested in the Stein Roe Funds. In the event the
Custodian is required to perform services not ordinarily
provided with respect to the Plan, including making
participant-directed investments of large Custodial Accounts
pursuant to Section 7.3 of the Plan, or you make investments
other than in the Stein Roe Funds, the Custodian may charge
such fees as are appropriate. The Custodian reserves the right
to charge additional fees for assets invested in the Stein Roe
Funds upon 45 days' written notice to you, and to waive or
reduce any of its charges or fees as to any single IRA or group
of IRAs.
3. Telephone Inquiry Responses.
The Funds in which contributions by you or on your behalf are
invested and SteinRoe Services Inc., as transfer agent for the
Funds and as agent for the Custodian of the Plan, are
authorized to respond to any written inquiries from you and any
telephonic inquiries (WHETHER FROM YOU OR ANY PERSON) relating
to the status of your IRA and none of the Funds, SteinRoe
Services Inc., or the Custodian shall be held liable for any
action taken or information communicated pursuant to any such
communication.
4. Terms of Privileges.
The following terms and conditions and those stated in the
prospectus as in effect from time to time apply to the Fund
Privileges you elect:
a. None of the Funds, the Funds' transfer agent, your IRA
Custodian nor their respective officers, trustees nor
directors, agents nor employees shall be liable for any
loss, liability, cost or expense for acting upon
instructions furnished under a Privilege.
b. You agree that any Privilege you elect shall continue until
five business days after any Fund, (shares of which are held
in your IRA) or its transfer agent, receive notice from you
of any change thereof. You also agree that any Fund offering
a Privilege, its transfer agent or your IRA Custodian may
suspend, limit or terminate any Privilege or its use at any
time without prior notice to you. You agree that none of the
Funds, their transfer agent, or your IRA Custodian shall be
held liable for any action taken or information communicated
pursuant to this authorization.
c. You authorize the Fund(s) and its transfer agent to initiate
any and all credit or debit entries (and reversals thereof)
to effect electronic transfers under any Privilege and
redeem shares of any Funds(s) you own equal to the amount of
any loss incurred by any of them in effecting any electronic
transfer and retain the proceeds.
d. You understand that the Funds or their transfer agent will
generally record (by electronic means or otherwise) any
telephonic instruction given pursuant to a Privilege and you
expressly authorize such recording. You also understand and
agree that the Funds and your transfer agent reserve the
right to refuse any telephonic instruction.
5. Transfers/Rollovers by Persons over age 70 1/2.
If you are making an asset transfer/rollover contribution after
the April 1 of the year following the year you reach age 70 1/2
or a subsequent year, your assets transferred/rolled over must
be distributed over a period no longer than the period over
which they were scheduled to be distributed from your
transferor/distributing plan. If you already have a Stein Roe
IRA and are scheduled to receive distributions from that IRA
over a period longer than the period over which you were
scheduled to receive distributions from the transferor/
distributing plan, you must establish a new Stein Roe IRA for
your transfer/rollover. In addition, you must complete and
return with this form a Distribution Request Form requesting
that your transferred/rolled over assets be distributed at
least as rapidly as under the distribution method in effect
under your transferor/distributing plan. If the distribution
period for your transferor/distributing plan is based on the
joint and last survivor life expectancies of you and a
designated beneficiary, you cannot extend the payment period
under the Stein Roe IRA into which your assets are transferred/
rolled over by naming a younger Beneficiary. You may designate
a different Beneficiary than under your transferor/distributing
plan, but if that Beneficiary has a shorter life expectancy
than the beneficiary designated under your transferor plan,
your maximum IRA payment period must be correspondingly
reduced. If that Beneficiary has a life expectancy longer than
the beneficiary designated under your transferor/ distributing
plan, your maximum IRA payment period still must be the same as
under the transferor/distributing plan. In either event, you
must designate a Beneficiary for the Stein Roe IRA into which
your assets are transferred/rolled over by completing and
returning an IRA Beneficiary Form with your Distribution
Request Form. For other rollover provisions, see Plan Booklet.
IRAAP 0497
<PAGE>
[Stein Roe Mutual Funds Logo]
IRA BENEFICIARY FORM
For all Stein Roe Mutual Fund Shareholders.
INSTRUCTIONS
If you do not designate a Beneficiary by properly completing and
returning this form, your IRA death benefits will be paid in a
lump sum to your surviving spouse or, if you have none, to your
estate. For further information on death benefit distributions,
please see Section 4 of the IRA Plan. Because your Beneficiary
Designation may have important tax and legal ramifications, we
suggest that you consult with your counsel about completion of
this form.
1 PARTICIPANT
________________________________________________________________
First Name Middle Initial Last Name
________________________________________________________________
Street Address
________________________________________________________________
City State Zip Code
________________________________________________________________
Daytime Telephone Evening Telephone
________________________________________________________________
Social Security Number Date of Birth
I hereby revoke all prior Beneficiary Designations and designate
the following as the Beneficiary(ies) of my IRA(s) identified
below. I retain the right to change this designation under the
terms of my IRA and subject to the General Provision on the
reverse side of this form. I understand and agree that my
Beneficiary(ies) shall elect the method of death benefit
distribution.
2 TYPE OF IRA
This Beneficiary Designation shall apply to all of your IRAs
unless you specify a particular IRA by checking the appropriate
box below. See General Provision 3 on the reverse side for
instructions on when a specific designation may be required for
IRA rollovers or transfers.
[ ] Regular [ ] Transfer
[ ] Rollover [ ] SEP
3 BENEFICIARIES
Include date of trust or trust number if Beneficiary is a trust.
A. Primary Beneficiary(ies)
1. ________________________________________________________
Name & Relationship
________________________________________________________
Mailing Address
________________________________________________________
% of Distribution SSN/TIN Date of Birth
2. ________________________________________________________
Name & Relationship
________________________________________________________
Mailing Address
________________________________________________________
% of Distribution SSN/TIN Date of Birth
B. Contingent Beneficiary(ies)
1. ________________________________________________________
Name & Relationship
________________________________________________________
Mailing Address
________________________________________________________
% of Distribution SSN/TIN Date of Birth
2. ________________________________________________________
Name & Relationship
________________________________________________________
Mailing Address
________________________________________________________
% of Distribution SSN/TIN Date of Birth
C. Minor Beneficiary(ies):
If you designate a minor beneficiary, please designate a
custodian under the Illinois Uniform Transfers Act, or similar
statute.
____________________________________________________________
Name of Minor
____________________________________________________________
Name of Custodian
4 SIGNATURE
By signing below you agree to all the General Provisions on the
reverse side of this form.
________________________________________________________
Signature Date
By signing below I hereby transfer my marital interest in my
spouse's IRA to the Beneficiary(ies) designated above.
_______________________________________________________________
Participant's Spouse's Signature (Community Property States Only)
<PAGE>
GENERAL PROVISIONS
1. Effectiveness. This Beneficiary Designation shall not be
valid until it has been properly completed and received by the
Custodian not later than 30 days after the date of your death.
2. Beneficiary Eligibility. In order for a Beneficiary to
receive your death benefits:
(a) if such Beneficiary is your surviving spouse and he/she
dies before one or more payments become due, each such
payment shall be payable as if he/she were the
Participant;
(b) if such Beneficiary is an individual who is not your
surviving spouse, such individual Beneficiary must survive
you and be living at the time each payment to which he is
entitled becomes due; and
(c) if such Beneficiary is a trust, the trustee of that trust
must be qualified to act at the time each payment to the
trust becomes due (subject to the terms of Provision 4
below).
3. Transfers and Rollovers. If you transfer or roll over assets
from another IRA or tax-qualified plan ("transferor plan")
after April 1 of the year following the year you reach age 70
1/2, those assets must be distributed over a period no longer
than the period over which they were scheduled to be
distributed from the transferor plan. If you are receiving
distributions from another IRA established by adoption of the
Stein Roe IRA Plan over a period longer than the period over
which you were receiving distributions from the transferor
plan, the assets transferred or rolled over must continue to
be distributed over the transferor plan period. In order to
do so, you must establish a separate IRA for the assets
transferred or rolled over. If the transferor plan period is
based on the joint and last survivor life expectancies of you
and a beneficiary designated under the transferor plan, you
cannot extend the payment period for the IRA into which the
assets are transferred or rolled over by designating a younger
Beneficiary. You may designate a different Beneficiary for
the IRA, but if that Beneficiary has a shorter life expectancy
than the beneficiary designated under the transferor plan,
your maximum IRA payment period must be correspondingly
reduced. If the IRA Beneficiary has a life expectancy longer
than the beneficiary designated under the transferor plan,
your maximum payment period still must be the same as under
the transferor plan.
4. Trust Beneficiaries.
(a) If you name a trust as a Beneficiary on the face of this
form but no qualified trustee claims the portion of your
death benefits payable to the trust within 18 months after
your death, or if, within that period, it is established
to the satisfaction of the Custodian that no trustee can
or will qualify to receive such amounts, such amounts
shall be paid to such other of your Beneficiaries, if any,
who are eligible to receive your death benefits under
Provision 2 above.
(b) If you name a trust as a Beneficiary (other than a trust
described in the next sentence) your death benefits must
be paid to the trust in a lump sum no later than December
31 of the year that contains the fifth anniversary of your
death. A trust Beneficiary that meets the following
requirements on the later of the date on which the trust
is named as Beneficiary or April 1 of the year following
the year in which you reach 70 1/2, and as of all
subsequent times, may elect to receive your death benefits
over a maximum period equal to the life expectancy of the
oldest trust Beneficiary:
(i) there are no trust beneficiaries (other than
beneficiaries whose receipt of benefits is contingent
on the death of a prior beneficiary) who are not
individuals.;
(ii) the trust is a valid trust under state law, or would
be but for the fact that there is no corpus;
(iii) the trust is irrevocable;
(iv) the trust beneficiaries who are Beneficiaries of your
IRA are identifiable from the trust instrument; and
(v) a copy of the trust instrument is provided to the
Custodian.
5. Fiduciary Responsibility. The Custodian and the Plan are not
responsible for any failure of a trustee, executor or
administrator to perform the duties of trustee, executor or
administrator, nor for the application or disposition of any
money paid to a trustee, executor or administrator or trust
beneficiary, and any money so paid shall fully discharge the
Custodian and the Plan for the amount so paid.
6. Evidence. The Plan and Custodian shall be fully discharged
from all liability to any and all persons claiming under the
Plan in relying on evidence provided by affidavit or otherwise
as shall be satisfactory to the Custodian in determining the
existence of any trust, the identity and qualification of any
trustee(s) or any other questions of fact relative to payments
due under the Plan, and in making payment either to the
trustee(s), any beneficiary of a trust or the executors or
administrators of your estate, as the case may be.
7. Minor Beneficiaries. If any person to whom all or a portion
of your interest is payable is a minor and if either (i) you
have not designated a person to receive the minor's interest
on behalf of such minor as Custodian under the Illinois
Uniform Transfers Act, or similar statute, or (ii) the person
you designated refuses or is unable to act, the Custodian may
in its sole discretion:
(a) distribute the interest to the legal guardian of such
minor, or
(b) designate an adult member of the minor's family, a
guardian or a trust company (including the Custodian), as
those terms defined in the Illinois Uniform Transfer Act,
or similar statute, and distribute such minor's interest
to the person so designated.
8. Controlling terms. The terms, provisions and limitations of
the Plan and any amendments thereof which may be made from
time to time are controlling over these General Provisions and
shall always govern all rights of you and your
Beneficiary(ies) and all persons claiming under, by or through
them or any of them.
If you have any questions, please call us toll-free weekdays from
7 a.m. to 8 p.m. and weekends from 8 a.m. to 5 p.m. (Central Time)
at 800 338-2550.
Please send this completed from to:
Stein Roe Mutual Funds
P.O. Box 8900
Boston, MA 02205-8900
Stein Roe Counselor [service mark] clients call your account
executive toll-free weekdays from 8 a.m. to 6 p.m. (Central Time)
at 800-322-8222.
Stein Roe Counselor [service mark] clients please send this
completed form to:
Stein Roe Counselor [service mark]
P.O. Box 803938
Chicago, IL 6068l0-3938
IRABN 0696
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<NAME> STEIN ROE GROWTH & INCOME FUND
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<SERIES>
<NUMBER> 5
<NAME> STEIN ROE BALANCED FUND
<S> <C>
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<ACCUMULATED-NII-PRIOR> (555)
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<GROSS-EXPENSE> 1,369
<AVERAGE-NET-ASSETS> 260,391
<PER-SHARE-NAV-BEGIN> 30.07
<PER-SHARE-NII> .48
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<PER-SHARE-DIVIDEND> (.52)
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</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 6
<NAME> STEIN ROE GROWTH STOCK FUND
<S> <C>
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<TOTAL-LIABILITIES> 3,352
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 281,816
<SHARES-COMMON-STOCK> 16,476
<SHARES-COMMON-PRIOR> 14,517
<ACCUMULATED-NII-CURRENT> (160)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 14,608
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 162,235
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<EXPENSES-NET> 2,505
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<PER-SHARE-DIVIDEND> (0.07)
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</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 7
<NAME> STEIN ROE CAPITAL OPPORTUITIES FUND
<S> <C>
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<PER-SHARE-NII> (.12)
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</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 8
<NAME> STEIN ROE SPECIAL FUND
<S> <C>
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</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 10
<NAME> STEIN ROE INTERNATIONAL FUND
<S> <C>
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<PER-SHARE-NAV-BEGIN> 10.96
<PER-SHARE-NII> (.01)
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<PER-SHARE-DIVIDEND> (.08)
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</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 11
<NAME> STEIN ROE YOUNG INVESTOR FUND
<S> <C>
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<PERIOD-START> OCT-01-1996
<PERIOD-END> MAR-31-1997
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<PER-SHARE-NAV-BEGIN> 18.64
<PER-SHARE-NII> (.01)
<PER-SHARE-GAIN-APPREC> (.19)
<PER-SHARE-DIVIDEND> .02
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<PER-SHARE-NAV-END> 17.80
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</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 12
<NAME> STEIN ROE SPECIAL VENTURE FUND
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-30-1997
<PERIOD-START> OCT-01-1996
<PERIOD-END> MAR-31-1997
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<TOTAL-LIABILITIES> 322
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<SHARES-COMMON-PRIOR> 9,106
<ACCUMULATED-NII-CURRENT> (269)
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<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 1,061
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<EXPENSES-NET> 1,005
<NET-INVESTMENT-INCOME> (33)
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<APPREC-INCREASE-CURRENT> (24,003)
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<ACCUMULATED-NII-PRIOR> (214)
<ACCUMULATED-GAINS-PRIOR> 8,979
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<GROSS-EXPENSE> 1,005
<AVERAGE-NET-ASSETS> 159,485
<PER-SHARE-NAV-BEGIN> 15.87
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> (.81)
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> (1.52)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 13.54
<EXPENSE-RATIO> 1.26
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 13
<NAME> STEIN ROE EMERGING MARKETS FUND
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-30-1997
<PERIOD-START> FEB-28-1997
<PERIOD-END> MAR-31-1997
<INVESTMENTS-AT-COST> 33,563
<INVESTMENTS-AT-VALUE> 33,262
<RECEIVABLES> 1,016
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 344
<TOTAL-ASSETS> 34,622
<PAYABLE-FOR-SECURITIES> 2,130
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 43
<TOTAL-LIABILITIES> 2,173
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 32,749
<SHARES-COMMON-STOCK> 3,277
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 29
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (29)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (300)
<NET-ASSETS> 32,449
<DIVIDEND-INCOME> 19
<INTEREST-INCOME> 56
<OTHER-INCOME> 0
<EXPENSES-NET> 46
<NET-INVESTMENT-INCOME> 29
<REALIZED-GAINS-CURRENT> (29)
<APPREC-INCREASE-CURRENT> (300)
<NET-CHANGE-FROM-OPS> (300)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 32,792
<NUMBER-OF-SHARES-REDEEMED> 43
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 32,449
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 28
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 57
<AVERAGE-NET-ASSETS> 30,980
<PER-SHARE-NAV-BEGIN> 10.00
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> (.10)
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 9.90
<EXPENSE-RATIO> 2.00
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
