[Federal Register Volume 63, Number 101 (Wednesday, May 27, 1998)]
[Notices]
[Pages 29046-29048]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 98-13959]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 23192; 812-10596]


Stein Roe Income Trust, et al.; Notice of Application

May 19, 1998.
AGENCY: Securities and Exchange Commission (``SEC'').

ACTION: Notice of application for an order under section 17(d) of the 
Investment Company Act of 1940 (the ``Act'') and rule 17d-1.

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SUMMARY OF THE APPLICATION: Applicants request an order to permit 
certain registered investment companies to deposit uninvested cash 
balances in a joint account to be used to enter into short-term 
investments.

APPLICANTS: Stein Roe Income Trust, Stein Roe Investment Trust, Stein 
Roe Municipal Trust, Stein Roe Institutional Trust, Stein Roe Advisor 
Trust, Stein Roe Trust, SR&F Base Trust (each a ``Trust,'' and 
collectively, the ``Trusts''), and Stein Roe & Farnham Incorporated 
(the ``Adviser'').

FILING DATES: The application was filed on March 26, 1997 and amended 
on August 5, 1997 and April 17, 1998.

HEARING OR NOTIFICATION OF HEARING. An order granting the application 
will be issued unless the SEC orders a hearing. Interested persons may 
request a hearing by writing to the SEC's Secretary and serving 
applicants with a copy of the request, personally or by mail. Hearing 
requests should be received by the SEC by 5:30 p.m. on June 15, 1998, 
and should be accompanied by proof of service on applicants in the form 
of an affidavit or, for lawyers, a certificate of service. Hearing 
requests should state the nature of the writer's interest, the reason 
for the request, and the issues contested. Persons who wish to be 
notified of a hearing may request notification by writing to the SEC's 
Secretary.

ADDRESSES: Secretary, SEC, 450 Fifth Street, N.W., Washington, D.C. 
20549. Applicants, c/o Cameron S. Avery, Bell, Boyd & Lloyd, Three 
First National Plaza, Suite 3300, Chicago, IL 60602.

FOR FURTHER INFORMATION CONTACT: Michael W. Mundt, Staff Attorney, at 
(202) 942-0578, or Nadya B. Roytblat, Assistant Director, at (202) 942-
0564 (Office of Investment Company Regulation, Division of Investment 
Management).

SUPPLEMENTARY INFORMATION: The following is a summary of the 
application. The complete application may be obtained for a fee at the 
SEC's Public Reference Branch, 450 Fifth Street, NW., Washington, DC 
20549 (tel. 202-942-8090).

Applicant's Representations

    1. Each Trust, other than SR&F Base Trust (``Base Trust''), is 
organized as a business trust under the laws of Massachusetts. Base 
Trust is organized as a common law trust under the laws of 
Massachusetts. Each Trust is registered under the Act as an open-end 
management investment company and has, or intends to have, multiple 
series (``Funds''). Base Trust was organized so that its various series 
could serve as master funds in a master-feeder structure. Currently, 
each series of Stein Roe Advisor Trust, Stein Roe Institutional Trust, 
Stein Roe Trust, Stein Roe Investment Trust (other than Stein Roe 
Emerging Markets Fund and Stein Roe Capital Opportunities Fund), Stein 
Roe Municipal Money Market Fund (a series of Stein Roe Municipal 
Trust), and Stein Roe High Yield Fund (a series of Stein Roe Income 
Trust) operate as feeder funds.
    2. The Adviser, a wholly-owned indirect subsidiary of Liberty 
Financial Companies, Inc., is registered as an investment adviser under 
the Investment Advisers Act of 1940 and provides investment advisory 
services to the respective series of the Base Trust and to each of the 
Funds that are not feeder funds. The Adviser also provides 
administrative, accounting and bookkeeping services to certain of the 
Funds. The Adviser has discretion to purchase and sell securities for 
each Fund in accordance with that Fund's investment objectives, 
policies and restrictions.
    3. Applicants request that any relief granted pursuant to the 
application also apply to any other registered open-end management 
investment company and series thereof for which the Adviser may serve 
as investment adviser in the future (``Future Funds''). Any Future Fund 
relying on the requested relief will do so only in compliance with the 
terms and conditions of the application.
    4. The assets of the Funds are held by State Street Bank and Trust 
Company (``State Street''). On each trading day, some or all of the 
Funds generally have uninvested cash balances in their accounts. Each 
Fund is authorized to invest its uninvested cash assets in repurchase 
agreements and certain short-term money market instruments. Currently, 
such cash balance of each Fund is used on an individual basis to invest 
in short-term instruments, including individual issues of commercial 
paper or United States Government agency paper. Applicants assert that 
these separate purchases result in certain inefficiencies that limit a 
Fund's return on its cash balances. In addition, the assets of some 
Funds are too small or become available too late on a given day to be 
invested effectively on an individual basis.
    5. Applicants propose to deposit all or a portion of their 
uninvested cash balances into a single joint account (``Joint 
Account'') to enter into one or more short-term investment 
transactions, including repurchase agreements ``collateralized fully'' 
as defined in rule 2a-7 under the Act and other short-term money market 
instruments that constitute ``eligible securities'' as defined in rule 
2a-7 under the Act. All counterparties to repurchase agreements entered 
into through the Joint Account are expected to be banks and broker-
dealers. Repurchase agreements will be entered into on a ``hold-in-
custody'' basis (i.e., repurchase agreements where the counterparty or 
one of its affiliated persons may have possession of, or control over, 
the collateral subject of the agreement) only where cash is received 
very late in the business day and otherwise would be unavailable for 
investment. Purchases of short-term money market instruments will be 
made from dealers in the open market or directly from issuers and will 
include investments in various taxable and tax-exempt short-term money 
market instruments with overnight, over-the-weekend or over-the-holiday 
maturities.
    6. Any repurchase agreements entered into through the Joint 
Accounts will comply with the terms of Investment Company Act Release 
No. 13005 (February 2, 1983) and interpretations of the staff of the 
SEC. Applicants acknowledge that they have a continuing obligation to 
monitor the SEC's published statements on repurchase agreements and 
represent that the repurchase agreement transactions entered into 
through a Joint Account will comply with future

[[Page 29047]]

positions of the SEC to the extent that such positions set forth 
different or additional requirements regarding repurchase agreements. 
In the event that the SEC sets forth guidelines with respect to other 
short-term investments, all such investments made through any Joint 
Account will comply with those guidelines.
    7. The proposed Joint Account would not be distinguishable from any 
other account maintained by State Street or a Fund, except that monies 
from multiple Funds would be deposited on a commingled basis. The sole 
function of the Joint Account would be to provide a convenient means of 
aggregating what otherwise would be two or more daily transactions for 
each Fund necessary to manage its respective daily uninvested cash 
balance. Each Fund will participate in the Joint Account and in any 
given investment made by the Joint Account on the same voluntary basis 
as every other participant in the Joint Account and in conformity with 
that Fund's investment objectives, policies and restrictions. If a tax-
exempt money market fund contributes cash to the Joint Account, the 
cash will only be invested in securities that qualify for purchase by a 
tax-exempt money market fund under rule 2a-7 as it may be amended from 
time to time. Participants will not be required either to invest a 
minimum amount or to maintain a minimum balance in the Joint Account. 
Each participant will retain the sole ownership rights to any of its 
assets invested in the Joint Account, including income payable on the 
invested assets.
    8. The applicants anticipate that, under certain circumstances, the 
Joint Account may invest in more than one repurchase agreement or 
short-term money market instrument on a given day and that, under such 
circumstances, each participant in the Joint Account would not 
necessarily have its cash invested in every repurchase agreement 
entered into and/or short-term money market instrument purchased 
through the Joint Account. Such a situation could occur for a variety 
of reasons, including a Fund's investment restrictions, the 
unavailability of a Fund's cash until after repurchase agreements have 
been negotiated on a given day, or a Fund's determination to invest its 
cash individually. The Adviser believes that no conflict of interest or 
potential for favoring one Fund over another arises merely as a result 
of the fact that the participating Funds may not always be allocated a 
pro rata portion of every investment made through the Joint Account.
    9. The Adviser will have no monetary participation in the Joint 
Account, but will be responsible for investing assets in the Joint 
Account, establishing accounting and control procedures, and fairly 
allocating investment opportunities among the Funds. The recordkeeping 
system for the proposed Joint Account will be substantively identical 
to that which would be used if several joint accounts were established, 
with each investing in only a specific type of instrument. Among other 
recordkeeping and accounting control mechanisms, the Adviser will 
document each participant's pro rata portion of each joint investment, 
including investment amounts and the proportionate income to be 
received by each participant.

Applicant's Legal Analysis

    1. Section 17(d) of the Act and rule 17d-1 under the Act prohibit 
an affiliated person of a registered investment company, or an 
affiliated person of such person, from participating in any joint 
enterprise or other joint arrangement in which such investment company 
is a participant, without an SEC order. Rule 17d-1 provides that in 
passing upon such applications, the SEC may consider the extent to 
which an entity's participation in a joint arrangement or enterprise is 
on a basis different or less advantageous than that of other 
participants.
    2. The Funds, by participating in the Joint Account, and the 
Adviser, by managing the Joint Account, could be deemed to be ``joint 
participants'' in a ``transaction'' within the meaning of section 17(d) 
of the Act. In addition, the proposed Joint Account could be deemed to 
be a ``joint enterprise or other joint arrangement'' within the meaning 
of rule 17d-1 under the Act.
    3. Applicants assert that participants in the Joint Account could 
save significant amounts in yearly transaction fees by reducing the 
total number of transactions, thereby increasing the rate of return on 
investments. Because the Joint Account could invest larger amounts than 
the individual Funds, the rate of return for investments in the Joint 
Account may also be higher than could be negotiated by the Funds 
individually. The existence of a Joint Account could increase the 
number of dealers willing to enter into investment transactions with 
the participants, enhancing flexibility in the management of cash 
balances and reducing the possibility that any participant would have 
an uninvested cash balance overnight. The use of a single Joint Account 
could result in savings of the costs of establishing and maintaining 
several different accounts. By reducing the number of trade tickets 
that each repurchase agreement and/or short-term money market 
instrument counterparty has to write, the Joint Account also could 
simplify transactions and reduce opportunity for errors.
    4. Applicants submit that the participation by the respective Funds 
in the Joint Account would be consistent with the provisions, policies 
and purposes of the Act, and would be on a basis that is no different 
from or less advantageous than that of other participating Funds. 
Although the Adviser might gain some benefit through administrative 
convenience and possible reduction in clerical costs, the participating 
Funds and their shareholders will be the primary beneficiaries of the 
Joint Account because the Joint Account is likely to permit a greater 
return on short-term investments.

Applicants' Conditions

    Applicants will comply with the following as conditions to any 
order granted by the SEC:
    1. A separate Joint Account will be established with State Street. 
Each Fund will be permitted to deposit its uninvested net cash balances 
into the Joint Account on a daily basis. The Joint Account will not be 
distinguishable from any other accounts maintained by the participants 
except that monies will be deposited in the Joint Account on a 
commingled basis. The Joint Account will not have a separate existence 
and will not have any indicia of a separate legal entity. The sole 
function of the Joint Account will be to provide a convenient way of 
aggregating individual transactions which would otherwise require daily 
management by the Adviser of uninvested cash balances.
    2. Cash in the Joint Account will be invested by the Adviser in one 
or more (a) repurchase agreements ``Collateralized Fully'' as defined 
in rule 2a-7 under the Act, and/or (b) short-term money market 
instruments that constitute ``Eligible Securities'' (as defined in rule 
2a-7 under the Act) with overnight, over-the-weekend or over-the-
holiday maturities. Any repurchase agreements will have a remaining 
maturity of 60 days or less and other short-term investments will have 
a remaining maturity of 90 days or less, each as calculated in 
accordance with rule 2a-7 under the Act.
    3. All investments held by the Joint Account will be valued on an 
amortized cost basis to the extent permitted by applicable SEC 
releases, rules or orders.
    4. Each participating Fund valuing its net assets in reliance upon 
rule 2a-7

[[Page 29048]]

under the Act will use the average maturity of the instrument(s) in the 
Joint Account in which such Fund has an interest (determined on a 
dollar weighted basis) for the purpose of computing the Fund's average 
portfolio maturity with respect to the portion of its assets held in 
the Joint Account for that day.
    5. In order to ensure that there will be no opportunity for one 
participant to use any part of a balance of the Joint Account credited 
to another participant, no participant will be allowed to create a 
negative balance in the Joint Account for any reason, although each 
Fund will be permitted to draw down its entire balance at any time. 
Each Fund's decision to invest in the Joint Account will be solely at 
its option, and no Fund will be obligated either to invest in the Joint 
Account or to maintain any minimum balance in the Joint Account. In 
addition, each Fund will retain the sole rights of ownership to any of 
its assets invested in the Joint Account, including interest payable on 
such assets in the Joint Account.
    6. Not every participant in the Joint Account will necessarily have 
its cash invested in every short-term investment entered into through 
the Joint Account. However, to the extent that a participant's cash is 
applied to a particular short-term investment made through the Joint 
Account, the participant will participate in and own a proportionate 
share of such short-term investment, and any income earned or accrued 
thereon, based upon the percentage of such investment purchased with 
monies contributed by the participant.
    7. The Adviser will administer the investment of cash balances in 
and operations of the Joint Account as part of its general duties under 
its existing or any future investment advisory contracts will the Funds 
and the Adviser will not collect any additional or separate fees from 
any Fund for advising the Joint Account.
    8. The administration of the Joint Account will be within the 
fidelity bond coverage required by section 17(g) of the Act and rule 
17g-1 thereunder.
    9. The Board of Trustees of each Trust that has Funds and/or Future 
Funds participating in the Joint Account will adopt procedures pursuant 
to which the Joint Account will operate, which will be reasonably 
designed to provide that the requirements of this application will be 
met. The Board of Trustees of each Trust that has Funds and/or Future 
Funds participating in the Joint Account will make and approve such 
changes as each deems necessary to ensure that such procedures are 
followed. In addition, each of such Board of Trustees will determine, 
no less frequently than annually, that the Joint Account has been 
operated in accordance with the proposed procedures and will permit 
continued participation by those Funds in the Joint Account only if it 
determines that there is a reasonable likelihood that the Fund and its 
shareholders will benefit from the Joint Account.
    10. Any short-term investments made through the Joint Account will 
satisfy the investment criteria of all participants in that investment.
    11. The Adviser and State Street will maintain records documenting, 
for any given day, each participant's aggregate investment in the Joint 
Account and its pro rata share of each investment made through the 
Joint Account. The records will be maintained in conformity with 
section 31 of the Act and the rules and regulations thereunder.
    12. Short-term investments held in the Joint Account generally will 
not be sold prior to maturity unless: (a) The Adviser believes the 
investment no longer presents minimal credit risks; (b) the investment 
no longer satisfies the investment criteria of all participants in the 
investment because of downgrading or otherwise; or (c) in the case of a 
repurchase agreement, the counterparty defaults. The Adviser may, 
however, sell any short-term investment (or any fractional portion 
thereof) on behalf of some or all participants prior to the maturity of 
the investment if the cost of such transactions will be borne solely by 
the selling participants and the transactions will not adversely affect 
other participants participating in the Joint Account. In no case would 
an early termination by less than all participants be permitted if it 
would reduce the principal amount or yield received by other 
participants in the Joint Account or otherwise adversely affect the 
other participants. Each participant in the Joint Account will be 
deemed to have consented to such sale and partition of the investments 
in the Joint Account.
    13. Short-term investments held through the Joint Account with a 
remaining maturity of more than seven days, as calculated pursuant to 
rule 2a-7 under the Act, would be considered illiquid and would be 
subject to the restriction that a Fund may not invest more than 15% or, 
in the case of a money market fund, more than 10% (or, in either such 
case, such other percentage as set forth by the SEC from time to time) 
of its net assets in illiquid securities, if the Adviser cannot sell 
the instruments, or the Fund's fractional interest in such instrument, 
pursuant to the preceding condition.
    14. Future Funds will be permitted to participate in the Joint 
Account arrangement only on the same terms and conditions as the Funds 
have set forth herein.

    For the SEC, by the Division of Investment Management, pursuant 
to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 98-13959 Filed 5-26-98; 8:45 am]
BILLING CODE 8010-01-M