Section 1.01.  Agreement and Declaration of Trust........1
   Section 1.02.  Principal Office..........................1
   Section 1.03.  Seal......................................1

ARTICLE II.  BOARD OF TRUSTEES
   Section 2.01.  Number and Term of Office.................1
   Section 2.02.  Power to Declare Dividends................1
   Section 2.03.  Annual and Regular Meetings...............2
   Section 2.04.  Special Meetings..........................2
   Section 2.05.  Notice....................................2
   Section 2.06.  Waiver of Notice..........................3
   Section 2.07.  Quorum and Voting.........................3
   Section 2.08.  Action Without a Meeting..................3

   Section 3.04.  Proceedings, Quorum and Manner of Acting..3
   Section 3.05.  Other Committees..........................4
   Section 3.06.  Action Without a Meeting..................4
   Section 3.07.  Waiver of Notice..........................4

ARTICLE IV.  OFFICERS
   Section 4.01.  General...................................4
   Section 4.02.  Election, Term of Office and
                  Qualifications............................4
   Section 4.03.  Resignation...............................5
   Section 4.04.  Removal...................................5
   Section 4.05.  Vacancies and Newly Created Offices.......5
   Section 4.06.  Chairman of the Board.....................5
   Section 4.07.  President.................................5
   Section 4.08.  Executive Vice-Presidents and Vice-
                  Presidents................................5
   Section 4.09.  Senior Vice-President.....................5
   Section 4.10.  Treasurer and Assistant Treasurers........6
   Section 4.11.  Secretary and Assistant Secretaries.......6
   Section 4.12.  Controller and Assistant Controllers......6
   Section 4.13.  Subordinate Officers......................6
   Section 4.14.  Remuneration..............................6
   Section 4.15.  Surety Bonds..............................6

ARTICLE V. CUSTODY OF SECURITIES
Section 5.01. Employment of a Custodian.................7
Section 5.02. Provisions of Custodian Contract..........7
Section 5.03. Action upon Termination of Custodian Contract..................................8

   Section 6.01.  General...................................8
   Section 6.02.  Checks, Notes, Drafts, Etc................8
   Section 6.03.  Rights as Security Holder.................8

ARTICLE VII.  SHARES OF BENEFICIAL INTEREST
   Section 7.01.  Certificates..............................9
   Section 7.02.  Uncertificated Shares.....................9
   Section 7.03.  Transfers of Shares.......................9
   Section 7.04.  Registered Shareholders...................9
   Section 7.05.  Transfer Agents and Registrars............9
   Section 7.06.  Fixing of Record Date....................10
   Section 7.07.  Lost, Stolen, or Destroyed Certificates..10

Section 7.08. Resumption of Issuance of Certificates/ Cancellation of Certificates.............10

ARTICLE VIII. FISCAL YEAR, ACCOUNTANT
Section 8.01. Fiscal Year..............................10
Section 8.02. Accountants..............................11

ARTICLE IX. AMENDMENTS
Section 9.01. General..................................11
Section 9.02. By Shareholders Only.....................11

ARTICLE X. MISCELLANEOUS
Section 10.01. Restrictions and Limitations............11

STEINROE TAX-EXEMPT INCOME TRUST
BY-LAWS

(By-Laws Adopted by Board of Trustees on October 6, 1987 as amended through October 24, 1990)

ARTICLE I. AGREEMENT AND DECLARATION OF TRUST,
LOCATION OF OFFICES AND SEAL

Section 1.01. Agreement and Declaration of Trust. These By-Laws shall be subject to the Agreement and Declaration of Trust as now in effect or hereinafter amended ("Declaration of Trust") of SteinRoe Tax-Exempt Income Trust, a Massachusetts business trust established by the Declaration of Trust (the "Trust").

Section 1.02. Principal Office. A principal office of the Trust shall be located in Boston, Massachusetts. The Trust may also maintain a principal office in the City of Chicago, State of Illinois. The Trust may, in addition, establish and maintain such other offices and places of business as the Board of Trustees may from time to time determine.

Section 1.03. Seal. The seal of the Trust shall be circular in form and shall bear the name of the Trust, the word "Massachusetts," and the year of its organization. The form of the seal shall be subject to alteration by the Board of Trustees and the seal may be used by causing it or a facsimile to be impressed or affixed or printed or otherwise reproduced. Any officer or Trustee of the Trust shall have authority to affix the seal of the Trust to any document requiring the same. Unless otherwise required by the Board of Trustees, the seal shall not be necessary to be placed on, and its absence shall not impair the validity of, any document, instrument or other paper executed and delivered by or on behalf of the Trust.

ARTICLE II. BOARD OF TRUSTEES

Section 2.01. Number and Term of Office. The Board of Trustees shall initially consist of the initial sole Trustee, which number may be increased or subsequently decreased by a resolution of a majority of the entire Board of Trustees, provided that the number of Trustees shall not be less than one nor more than twenty-one. Each Trustee (whenever selected) shall hold office until the next meeting of shareholders and until his successor is elected and qualified or until his earlier death, resignation, or removal. The initial Trustee shall be the person designated in the Declaration of Trust.

Section 2.02. Power to Declare Dividends.

(a) The Board of Trustees, from time to time as it may deem advisable, may declare and pay dividends to the shareholders of any series of the Trust in cash or other property of that series, out of any source available to that series for dividends, according to the respective rights and interests of shareholders of that series and in accordance with the applicable provisions of the Declaration of Trust.

(b) The Board of Trustees may prescribe from time to time that dividends declared on shares of a series may be payable at the election of any of the shareholders of that series (exercisable before the declaration of the

dividend), either in cash or in shares of that series; provided that the net asset value of the shares received by a shareholder electing to receive dividends in shares (determined as of such time as the Board of Trustees shall have prescribed in accordance with the Declaration of Trust) shall not exceed the full amount of cash to which the shareholder would be entitled if he elected to receive cash.

(c) The Board of Trustees shall cause any dividend payment to shareholders of a series to be accompanied by a written statement if wholly or partly from any source other than:

(i) such series' accumulated undistributed net income
[determined in accordance with generally accepted accounting principles and the rules and regulations then in effect of the Securities and Exchange Commission or any other governmental body having similar jurisdiction over the Trust (the "SEC")] and not including profits or losses realized upon the sale of securities or other properties of the series; or

(ii) the series' net income so determined for the current or preceding fiscal year.

Such statement shall adequately disclose the source or sources of such payment and the basis of calculation and shall be in such form as the SEC may prescribe.

Section 2.03. Annual and Regular Meetings. Annual and regular meetings of the Board of Trustees may be held without call or notice and at such places at such times as the Board of Trustees may from time to time determine provided that notice of the first regular meeting following any such determination shall be given to absent Trustees. Members of the Board of Trustees or any committee designated thereby may participate in a meeting of such Board or committee by means of a conference telephone or other communications equipment, by means of which all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at a meeting; provided, however, that the Board of Trustees shall not enter into, renew, or perform any contract or agreement, written or oral, whereby a person undertakes regularly to serve or act as investment adviser with respect to any series of the Trust unless the terms of such contract or agreement and any renewal thereof have been approved by the vote of a majority of Trustees who are not parties to such contract or agreement or interested persons of any such party, which votes shall be cast at a meeting called for the purpose of voting on such approval at which such persons are physically present.

Section 2.04. Special Meetings. Special meetings of the Board of Trustees shall be held whenever called and at such place and time determined by the President, Executive Vice-President or Secretary (or, in the absence or disability of the President, Executive Vice-President and Secretary, by any Vice-President), or a majority of the Trustees then in office, at the time and place specified in the respective notices or waivers of notice of such meetings.

Section 2.05. Notice. If notice of a meeting of the Board of Trustees is required or desired to be given, notice stating the time and place shall be mailed to each Trustee at his residence or regular place of business at least five days before the day on which the meeting is to be held or caused to be delivered to him personally or to be transmitted to him by telephone, telegraph, cable, or wireless at least one day before the meeting.

Section 2.06. Waiver of Notice. No notice required or desired to be given of any meeting need be given to any Trustee who attends such meeting in person or to any Trustee who waives notice of such meeting in writing (which waiver shall be filed with records of such meeting), whether before or after the time of the meeting.

Section 2.07. Quorum and Voting. At all meetings of the Board of Trustees, the presence of one-third of the number of Trustees then in office shall constitute a quorum for the transaction of business; provided, however, a quorum shall not be less than the lesser of two Trustees or 100% of all Trustees then in office. In the absence of a quorum, a majority of the Trustees present may adjourn the meeting without further notice, from time to time, until a quorum shall be present. The action of a majority of the Trustees present at a meeting at which a quorum is present shall be the action of the Board of Trustees, unless the concurrence of a greater proportion is required for such action by law, by the Declaration of Trust, or by these By- Laws.

Section 2.08. Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Trustees may be taken without a meeting, if written consents thereto are signed by a majority of the members of the Board, unless the consent of a larger number is required pursuant to applicable law in which case the consents of such number shall be required, and such written consents are filed with the minutes of proceedings of the Board of Trustees.

ARTICLE III. EXECUTIVE COMMITTEE AND OTHER COMMITTEES

Section 3.01. How Constituted. By resolution adopted by the Board of Trustees, the Board may designate one or more committees, including an Executive Committee, each of which shall consist of at least two Trustees. Each member of a committee shall be a Trustee and shall hold office during the pleasure of the Board.

Section 3.02. Powers of the Executive Committee. Unless otherwise provided by resolution of the Board of Trustees, the Executive Committee shall have and may exercise all powers of the Board of Trustees in the management of the business and affairs of the Trust that may lawfully be exercised by an executive committee, except the power to recommend to shareholders any matter requiring shareholder approval, amend the Declaration of Trust or By-Laws, or approve any merger or share exchange that does not require shareholder approval.

Section 3.03. Other Committees of the Board of Trustees. To the extent provided by resolution of the Board, other committees of the Board shall have and may exercise any of the powers that may lawfully be granted to the Executive Committee.

Section 3.04. Proceedings, Quorum and Manner of Acting. In the absence of appropriate resolution of the Board of Trustees, each committee may adopt such rules and regulations governing its proceedings, quorum and manner of acting as it shall deem proper and desirable, provided that the quorum shall not be less than two Trustees except that, in the case of a committee (other than the Executive Committee) consisting of two Trustees, one Trustee shall constitute a quorum unless the Board by resolution specifies that a quorum for that committee shall consist of two Trustees. In the absence of any member of any such committee, the members thereof present at any meeting, whether or not

they constitute a quorum, may appoint a member of the Board of Trustees to act in the place of such absent member.

Section 3.05. Other Committees. The Board of Trustees may appoint other committees, each consisting of one or more persons, who need not be Trustees. Each such committee shall have such powers and perform such duties as may be assigned to it from time to time by the Board of Trustees, but shall not exercise any power which may lawfully be exercised only by the Board of Trustees or a committee thereof.

Section 3.06. Action Without a Meeting. Any action required or permitted to be taken at any meeting of any committee may be taken without a meeting, if written consents thereto are signed by a majority of the members of the committee unless the consent of a larger number is required pursuant to applicable law in which case the consents of such number shall be required, and such written consents are filed with the minutes of proceedings of the Board of Trustees or of the committee.

Section 3.07. Waiver of Notice. Whenever any notice of the time, place or purpose of any meeting of any committee is required to be given under the provisions of any applicable law or under the provisions of the Declaration of Trust or these By-Laws, a waiver thereof in writing, signed by the person or persons entitled to such notice and filed with the records of the meeting, whether before or after the holding of such meeting, or actual attendance at the meeting in person, shall be deemed equivalent to the giving of such notice to such persons.

ARTICLE IV. OFFICERS

Section 4.01. General. The officers of the Trust shall be a President, a Secretary, a Senior Vice-President, a Treasurer and a Controller, and may include one or more Executive Vice-Presidents, Vice-Presidents, Assistant Secretaries, Assistant Treasurers or Assistant Controllers and such other officers as may be appointed in accordance with the provisions of Section 4.13 hereof. The Board of Trustees may elect, but shall not be required to elect, a Chairman of the Board.

Section 4.02. Election, Term of Office and Qualifications. The officers of the Trust (except those appointed pursuant to Section 4.13 hereof) shall be chosen by the Board of Trustees at its first meeting or such subsequent meetings as shall be held prior to its first annual meeting and thereafter annually. If any officers are not chosen at any annual meeting, such officers may be chosen at any subsequent regular or special meeting of the Board. Except as provided in Sections 4.03, 4.04 and 4.05 hereof, each officer chosen by the Board of Trustees shall hold office until the next annual meeting of the Board of Trustees and until his successor shall have been chosen and qualified or until his earlier death. Any person may hold one or more offices of the Trust except the offices of President and Vice-President, but no officer shall execute, acknowledge, or verify an instrument in more than one capacity, if such instrument is required by law, by the Declaration of Trust, or by these By-Laws to be executed, acknowledged or verified by two or more officers. The Chairman of the Board, if any, shall be chosen from among the Trustees of the Trust and may hold such office only so long as he continues to be a Trustee. No other officer need be a Trustee.

Section 4.03. Resignation. Any officer may resign his office at any time by delivering a written resignation to the Board of Trustees, the President, the Secretary, or any Assistant Secretary. Unless otherwise specified therein, such resignation shall take effect upon delivery.

Section 4.04. Removal. Any officer may be removed from office, whenever in the Board's judgment the best interest of the Trust will be served thereby, by the vote of a majority of the Board of Trustees given at any regular or special meeting. In addition, any officer or agent appointed in accordance with the provisions of Section 4.13 hereof may be removed, either with or without cause, by any officer upon whom such power of removal shall have been conferred by the Board of Trustees.

Section 4.05. Vacancies and Newly Created Offices. If any vacancy shall occur in any office by reason of death, resignation, removal, disqualification, or other cause, or if any new office shall be created, such vacancy or newly created office may be filled by the Board of Trustees at any regular or special meeting or, in the case of any office created pursuant to Section 4.13 hereof, by any officer upon whom such power shall have been conferred by the Board of Trustees. An officer chosen by the Board of Trustees to fill a vacancy or a newly created office shall serve until the next annual meeting of the Board of Trustees and until his successor shall have been chosen and qualified or until his earlier death, resignation or removal.

Section 4.06. Chairman of the Board. In the absence or disability of the President, the Chairman of the Board, if there be such an officer, shall preside at all shareholders' meetings and at all meetings of the Board of Trustees. He shall have such other powers and perform such other duties as may be assigned to him from time to time by the Board of Trustees.

Section 4.07. President. The President shall be the chief executive officer and shall preside at all shareholders' meetings and at all meetings of the Board of Trustees. Subject to the supervision of the Board of Trustees, he shall have the general charge of the business, affairs and property of the Trust and general supervision over its other officers, employees and agents.

Section 4.08. Executive Vice-Presidents and Vice- Presidents. The Board of Trustees may from time to time elect one or more Executive Vice-Presidents and one or more Vice-Presidents, who shall have such powers and perform such duties as from time to time may be assigned to them by the Board of Trustees or the President. At the request of the President, the Executive Vice-President, and if no Executive Vice-President is present or able, the Vice-President may perform all the duties of the President and, when so acting, shall have all the powers of and be subject to all the restrictions upon the President. If there are two or more Executive Vice-Presidents or Vice-Presidents, the earliest elected to the more senior office present and able shall perform the duties of the President in his absence or disability.

Section 4.09. Senior Vice-President. The Senior Vice- President shall be the principal financial officer of the Trust and shall have general charge of the finances and books of account of the Trust. Except as otherwise provided by the Board of Trustees, he shall have general supervision of the funds and property of the Trust and of the performance by the Custodian of its duties with respect thereto. He shall render to the Board of Trustees, whenever directed by the Board, an account of the financial condition of the Trust and of all his transactions as Senior Vice-President; and as soon as possible after the close of each fiscal year he shall make and submit to the Board of Trustees a like report for such fiscal year. He shall perform all the acts

incidental to the office of Senior Vice-President, subject to the control of the Board of Trustees. At the request of any Executive Vice-President, or if no Executive Vice-President is present or able, the Senior Vice-President may perform all of the duties of the Executive Vice-President (except to the extent that such duties have otherwise been delegated by or pursuant to these By-Laws) and, when so acting, shall have all the powers of and be subject to all the restrictions upon the Executive Vice-President.

Section 4.10. Treasurer and Assistant Treasurers. The Treasurer and any Assistant Treasurer may perform such duties of the Senior Vice-President as the Senior Vice-President or the Board of Trustees may assign, and, in the absence of the Senior Vice-President, may perform all the duties of the Senior Vice-President.

Section 4.11. Secretary and Assistant Secretaries. The Secretary shall attend to the giving and serving of all notices of the Trust and shall record all proceedings of the meetings of the shareholders, Trustees, the Executive Committee and other committees, in a book to be kept for that purpose. He shall keep in safe custody the seal of the Trust, and shall have charge of the records of the Trust, including the share books and such other books and papers as the Board of Trustees may direct and such books, reports, certificates and other documents required by law to be kept, all of which shall, at all reasonable times, be open to inspection by any Trustee. He shall perform all the acts incidental to the office of Secretary, subject to the control of the Board of Trustees.

Any Assistant Secretary may perform such duties of the Secretary as the Secretary or the Board of Trustees may assign, and, in the absence of the Secretary, he may perform all the duties of the Secretary.

Section 4.12. Controller and Assistant Controllers. The Controller shall be the chief accounting officer of the Trust. He shall direct the preparation and maintenance, on a current basis, of such accounting books, records and reports as may be necessary to permit the directors, officers and executives of the Trust or as may be required by law. He shall perform all the acts incidental to the office of Controller, subject to the control of the Board of Trustees, the Executive Vice-President or the Senior Vice-President.

Any Assistant Controller may perform such duties of the Controller as the Controller or the Board of Trustees may assign, of the Controller.

Section 4.13. Subordinate Officers. The Board of Trustees from time to time may appoint such other officers or agents as it may deem advisable, each of whom shall have such title, hold office for such period, have such authority and perform such duties as the Board of Trustees may determine. The Board of Trustees from time to time may delegate to one or more officers or agents the power to appoint any such subordinate officers or agents and to prescribe their respective rights, terms of office, authorities and duties.

Section 4.14. Remuneration. The salaries, if any, or other compensation of the officers of the Trust shall be fixed from time to time by resolution of the Board of Trustees, except that the Board of Trustees may by resolution delegate to any person or group of persons the power to fix the salaries or other compensation of any subordinate officers or agents appointed in accordance with the provisions of Section 4.13 hereof.

Section 4.15. Surety Bonds. The Board of Trustees may require any officer or agent of the Trust to execute a bond to the Trust [including, without

limitation, any bond required by the Investment Company Act of 1940, or any rule or regulation thereunder, all as now in effect or as hereafter amended or added (the "1940 Act") and the rules and regulations of the SEC] in such sum and with such surety or sureties as the Board of Trustees may determine, conditioned upon the faithful performance of his duties to the Trust, including responsibility for negligence and for the accounting of any of the Trust's property, funds, or securities that may come into his hands.

ARTICLE V. CUSTODY OF SECURITIES

Section 5.01. Employment of a Custodian. The Trust shall place and at all times maintain in the custody of a Custodian (including any sub-custodian for the Custodian) all securities owned by the Trust and cash representing the proceeds from sales of securities owned by the Trust and of capital stock or other units of beneficial interest issued to the Trust, payments of principal upon securities owned by the Trust, or capital distribution in respect to capital stock or other units of beneficial interest owned by the Trust, pursuant to a written contract with such Custodian. The Custodian shall be a bank or trust company having not less than $2,000,000 aggregate capital, surplus and undivided profits (as shown in its last published report).

Section 5.02. Provisions of Custodian Contract. The Custodian contract shall be upon such terms and conditions and may provide for such compensation as the Board of Trustees deems necessary or appropriate, provided such contract shall further provide that the Custodian shall deliver securities owned by the Trust only upon sale of such securities for the account of the Trust and receipt of payment therefor by the Custodian or when such securities may be called, redeemed, retired, or otherwise become payable. Such limitations shall not prevent:

(a) the delivery of securities for examination to the broker selling the same in accord with the "street delivery" custom whereby such securities are delivered to such broker in exchange for a delivery receipt exchanged on the same day for an uncertified check of such broker to be presented on the same day for certification;

(b) the delivery of securities of an issuer in exchange for or for conversion into other securities alone or cash and other securities, pursuant to any plan of merger, consolidation, reorganization, recapitalization, or readjustment of the securities of such issuer;

(c) the conversion by the Custodian of securities owned by the Trust, pursuant to the provisions of such securities, into other securities;

(d) the surrender by the Custodian of warrants, rights, or similar securities owned by the Trust in the exercise of such warrants, rights, or similar securities, or the surrender of interim receipts or temporary securities for definitive securities;

(e) the delivery of securities as collateral on borrowing effected by the Trust; or

(f) the delivery of securities owned by the Trust as a redemption in kind of securities issued by the Trust.

The Custodian shall deliver funds of the Trust for the purchase of securities for the portfolio of the Trust only upon the delivery of such securities to the Custodian, but such limitation shall not prevent the release of funds by the Custodian for redemption of shares issued by the Trust, for payment of interest, dividend disbursements, taxes or management fees, for payments in connection with the conversion, exchange or surrender of securities owned by the Trust as set forth in subparagraphs (b), (c) and (d) above or for operating expenses of the Trust.

The term "security" shall be broadly construed and shall include, without limitation, the various types of securities set forth in Section 3(a)(10) of the Securities Exchange Act of 1934.

Section 5.03. Action upon Termination of Custodian Contract. The contract of employment of the Custodian may be terminated by either party on 60 days' written notice to the other party. Upon termination of the Custodian contract, resignation of the Custodian, or inability of the Custodian to continue to serve, the Board of Trustees shall use its best efforts to obtain a successor custodian. If a successor custodian is found, the Trust shall require the retiring Custodian to deliver the cash and securities owned by the Trust directly to the successor custodian. In the event that no successor custodian which has the required qualifications and is willing to serve can be found, the Board of Trustees shall call a special meeting of the shareholders to submit to the shareholders, before delivery of the cash and securities owned by the Trust to other than a successor custodian, the question of whether the Trust shall function without a custodian or shall be liquidated.

ARTICLE VI. EXECUTION OF INSTRUMENTS, RIGHTS AS
SECURITY HOLDER

Section 6.01. General. All deeds, documents, transfers, contracts, agreements and other instruments requiring execution by the Trust shall be signed by the President, the Executive Vice-President, the Senior Vice- President, the Controller, the Secretary, or the Treasurer, or as the Board of Trustees may otherwise, from time to time, authorize. Any such authorization may be general or confined to specific instances.

Section 6.02. Checks, Notes, Drafts, Etc. Except as otherwise authorized by the Board of Trustees, all checks and drafts for the payment of money shall be signed in the name of the Trust by the Custodian, and all requisitions or orders for the payment of money by the Custodian or for the issue of checks and drafts therefor, all promissory notes, all assignments of shares or securities standing in the name of the Trust and all requisitions or orders for the assignment of shares or securities standing in the name of the Custodian or its nominee, or for the execution of powers to transfer the same, shall be signed in the name of the Trust by not less than two of its officers. Promissory notes, checks, or drafts payable to the Trust may be endorsed only to the order of the Custodian or its agent.

Section 6.03. Rights as Security Holder. Unless otherwise ordered by the Board of Trustees, any officer shall have full power and authority on behalf of the Trust to (1) exercise (or waive) any and all rights, powers and privileges incident to the ownership of any securities or other obligations which may be owned by the Trust; and (2) attend and to act and to vote, or in the name of the Trust to execute proxies to vote, at any meeting of security holders of any company in which the Trust may hold securities. At any such meeting, any officer shall possess and may exercise
(in person or by proxy)

any and all rights, powers and privileges incident to the ownership of such securities.

ARTICLE VII. SHARES OF BENEFICIAL INTEREST

Section 7.01. Certificates. The Trust shall not issue share certificates after October 31, 1989. Any certificate issued by the Trust (or a predecessor to the Trust) to a shareholder prior to November 1, 1989 shall continue to represent and certify the number, kind, series and class of full shares owned by him in the Trust. Each certificate is valid if signed by the President or a Vice-President and countersigned by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer and sealed with the seal. The signatures may be either manual or facsimile signatures and the seal may be either facsimile or any other form of seal. In case any officer who has signed any certificate ceases to be an officer of the Trust before the certificate was issued, the certificate nevertheless has the same effect as if the officer had not ceased to be such officer as of the date of its issue.

Section 7.02. Uncertificated Shares. The Trust's share ledger shall be deemed to represent and certify the number of full and/or fractional shares of a series owned of record by a shareholder in those instances where a certificate for such shares has not been issued.

Section 7.03. Transfers of Shares. Shares of any series of the Trust shall be transferable on the books of the Trust at the request of the record holder thereof in person or by a duly authorized attorney, upon presentation to the Trust or its transfer agent of a duly executed assignment or authority to transfer, or proper evidence of succession, and, if the shares are represented by a certificate, a duly endorsed certificate or certificates of shares surrendered for cancellation, and with such proof of the authenticity of the signatures as the Trust or its transfer agent may reasonably require, provided, whether or not such shares are represented by any certificate or certificates of shares, that:

(a) the Trust has no duty to inquire into adverse claims or has discharged any such duty;

(b) any applicable law relating to the collection of taxes has been complied with; and

(c) the transfer is in fact rightful or is to a bona fide purchaser.

The transfer shall be recorded on the books of the Trust and the old certificates, if any, shall be cancelled.

Section 7.04. Registered Shareholders. The Trust shall be entitled to treat the holder of record of shares of each series as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Commonwealth of Massachusetts.

Section 7.05. Transfer Agents and Registrars. The Board of Trustees may, from time to time, appoint or remove transfer agents and/or registrars of transfers of shares of the Trust, and it may appoint the same person as both

transfer agent and registrar. Upon any such appointment being made, all certificates representing shares thereafter issued shall be countersigned by one of such transfer agents or by one of such registrars of transfers or by both and shall not be valid unless so countersigned. If the same person shall be both transfer agent and registrar, only one countersignature by such person shall be required.

Section 7.06. Fixing of Record Date. The Board of Trustees may fix in advance a date as a record date for the determination of the shareholders of any series entitled to notice of or to vote at any meeting of such shareholders or any adjournment thereof, or to express consent to Trust action in writing without a meeting, or to receive payment of any dividend or other distribution or allotment of any rights, or to exercise any rights in respect of any change, conversion, or exchange of shares of such series, or for the purpose of any other lawful action, provided that such record date shall not be a date more than 60 days, and, in the case of a meeting of shareholders, not less than 10 days, prior to the date on which the particular action requiring such determination of shareholders of such series is to be taken. In such case only such shareholders as shall be shareholders of record of such series on the record date so fixed shall be entitled to such notice of, and to vote at, such meeting or adjournment, or to give such consent, or to receive payment of such dividend or other distribution, or to receive such allotment of rights, or to exercise such rights, or to take such other action, as the case may be, notwithstanding any transfer or redemption of any shares of such series on the books of the Trust after any such record date. If no record date has been fixed for the determination of shareholders, the record date for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the day on which notice of the meeting is mailed, which shall not be more than 60 days before the meeting, or, if notice is waived by all shareholders entitled thereto, at the close of business on the tenth day before the day on which the meeting is held.

Section 7.07. Lost, Stolen, or Destroyed Certificates. Before transferring on the books of the Trust shares represented by a certificate that is alleged to have been lost, stolen, or destroyed, the Board of Trustees or any officer authorized by the Board may, in its or his discretion, require the owner of the lost, stolen, or destroyed certificate (or his legal representative) to give the Trust a bond or other indemnity, in such form and in such amount as of the Board or any such officer may direct and with such surety or sureties as may be satisfactory to the Board or any such officer, sufficient to indemnify the Trust against any claim that may be made against it on account of the alleged loss, theft, or destruction of any such certificate.

Section 7.08. Resumption of Issuance of Certificates/Cancellation of Certificates. The Trustees may at any time resume the issuance of share certificates. The Trustees may, by written notice to each shareholder, require the surrender of share certificates to the Trust for cancellation. Such surrender and cancellation shall not affect the ownership of shares in the Trust.

ARTICLE VIII. FISCAL YEAR, ACCOUNTANT

Section 8.01. Fiscal Year. The fiscal year of each series of shares of the Trust shall be established by the Board of Trustees.

Section 8.02. Accountants. For each series of the shares of the Trust, the Trust shall employ an independent public accountant or firm of independent public accountants as the Accountant for such series to examine and certify or issue its report on the financial statements of that series of the Trust. Each Accountant's certificates and reports shall be addressed both to the Board of Trustees and to the shareholders of the applicable series.

ARTICLE IX. AMENDMENTS

Section 9.01. General. Except as provided in Section 9.02 hereof, all By-Laws of the Trust, whether adopted by the Board of Trustees or the shareholders, shall be subject to amendment, alteration, or repeal, and new By-Laws may be made, by the affirmative vote of a majority of either:

(a) the holders of record of the outstanding shares of the Trust entitled to vote at any meeting, the notice or waiver of notice of which shall have specified or summarized the proposed amendment, alteration, repeal, or new By-Law; or

(b) the Trustees, at any regular or special meeting.

Section 9.02. By Shareholders Only.

(a) No amendment of any section of these By-Laws shall be made except by the shareholders of the Trust, if the By- Laws provide that such section may not be amended, altered or repealed except by the shareholders.

(b) From and after the issue of any shares of the Trust to the public, no amendment of this Article IX or Article X shall be made except by the shareholders of the Trust.

ARTICLE X. MISCELLANEOUS

Section 10.01. Restrictions and Limitations.

(a) Except as hereinafter provided, no officer or Trustee of the Trust, no officer, director, or stockholder (or partner of a stockholder) of the investment adviser of the Trust (as that term is defined in the 1940 Act) or of any underwriter of the Trust, and no investment adviser or underwriter of the Trust shall take long or short positions in the securities issued by the Trust. The foregoing provision shall not prevent the purchase from the Trust of shares of any series issued by the Trust by any person at the price available to shareholders of the Trust generally at the time of such purchase, or as described in the current Prospectus of the Trust, or prior to commencement of the public offering of shares of the Trust, at the net asset value of such shares.

(b) The Trust shall not lend assets of the Trust to any officer or Trustee of the Trust or to any officer, director, or stockholder (or partner of a stockholder) of, or person financially interested in, the investment adviser or any underwriter of the Trust, or to the investment adviser of the Trust or to any underwriter of the Trust.

(c) The Trust shall not restrict the transferability or negotiability of the shares of the Trust, except in conformity with the statements with respect thereto contained in the Trust's Registration Statement, and not in contravention of such rules and regulations as the SEC may prescribe.

(d) The Trust shall not permit any officer or Trustee of the Trust, or any officer, director, or stockholder (or partner of a stockholder) of the investment adviser or any underwriter of the Trust to deal for or on behalf of the Trust with himself as principal or agent, or with any partnership, association, or trust in which he has a financial interest; provided that the foregoing provisions shall not prevent (1) officers and Trustees of the Trust from buying, holding, redeeming, or selling shares in the Trust, or from being officers, directors, or stockholders (or partners of a stockholder) of or otherwise financially interested in the investment adviser or any underwriter of the Trust; (2) purchases or sales of securities or other property by the Trust from or to an affiliated person or to the investment adviser or any underwriter of the Trust, if such transactions are not prohibited by the 1940 Act or have been exempted by SEC order from the prohibitions of the 1940 Act; (3) purchases of investments for the portfolio of the Trust through a securities dealer who is, or one or more of whose partners, stockholders, officers, or directors is, an officer or Trustee of the Trust, if such transactions are handled in the capacity of broker only and commissions charged do not exceed customary brokerage charges for such services; (4) employment of legal counsel, registrar, transfer agent, dividend disbursing agent, or custodian who is, or has a partner, stockholder, officer, or director who is, an officer or Trustee of the Trust, if only customary fees are charged for services to the Trust; (5) sharing statistical, research, legal and management expenses and office hire and expenses with any other investment company in which an officer or Trustee of the Trust is an officer, trustee, or director or otherwise financially interested.

END OF BY-LAWS

C E R T I F I C A T E

I, Jilaine Hummel Bauer, hereby certify that I am the duly elected and acting Secretary of SteinRoe Municipal Trust (the "Trust"), a business trust organized under the laws of the Commonwealth of Massachusetts, that the following is a true and correct copy of a resolution adopted by the Board of Trustees of said Trust at a meeting held on February 3, 1993 in accordance with the By-Laws, and that such resolution is still in full force and effect.

RESOLVED that Section 2.01 of the By-Laws of the Trust is amended and restated as follows:

Section 2.01. Number and Term of Office. The Board of Trustees shall initially consist of the initial sole Trustee, which number may be increased or subsequently decreased by a resolution of a majority of the entire Board of Trustees, provided that the number of Trustees shall not be less than one nor more than twenty-one. Each Trustee (whenever selected) shall hold office until the next meeting of shareholders and until his successor is elected and qualified or until his earlier death, resignation, or removal. Each Trustee shall retire on December 31 of the year during which the Trustee becomes age 72; provided, however, that any Trustee in office and age 70 or older on February 3, 1993 shall retire on December 31 of the year during which the Trustee becomes age
77. The initial Trustee shall be the person designated in the Declaration of Trust.

IN WITNESS WHEREOF, I have hereunto set my hand and the seal of said Trust this 4th day of February, 1993.

JILAINE HUMMEL BAUER
Secretary

(SEAL)

Exhibit 5(a)

MANAGEMENT AGREEMENT
BETWEEN
STEIN ROE MUNICIPAL TRUST
AND
STEIN ROE & FARNHAM INCORPORATED

STEIN ROE MUNICIPAL TRUST, a Massachusetts business trust registered under the Investment Company Act of 1940 ("1940 Act") as an open-end diversified management investment company ("Trust"), hereby appoints STEIN ROE & FARNHAM INCORPORATED, a Delaware corporation registered under the Investment Advisers Act of 1940 as an investment adviser, of Chicago, Illinois ("Manager"), to furnish investment advisory and portfolio management services with respect to the portion of its assets represented by the shares of beneficial interest issued in each series listed in Schedule A hereto, as such schedule may be amended from time to time (each such series hereinafter referred to as "Fund"). Trust and Manager hereby agree that:

1. INVESTMENT MANAGEMENT SERVICES. Manager shall manage the investment operations of Trust and each Fund, subject to the terms of this Agreement and to the supervision and control of Trust's Board of Trustees ("Trustees"). Manager agrees to perform, or arrange for the performance of, the following services with respect to each Fund:

(a) to obtain and evaluate such information relating to economies, industries, businesses, securities and commodities markets, and individual securities, commodities and indices as it may deem necessary or useful in discharging its responsibilities hereunder;
(b) to formulate and maintain a continuing investment program in a manner consistent with and subject to (i) Trust's agreement and declaration of trust and by-laws; (ii) the Fund's investment objectives, policies, and restrictions as set forth in written documents furnished by the Trust to Manager; (iii) all securities, commodities, and tax laws and regulations applicable to the Fund and Trust; and (iv) any other written limits or directions furnished by the Trustees to Manager;
(c) unless otherwise directed by the Trustees, to determine from time to time securities, commodities, interests or other investments to be purchased, sold, retained or lent by the Fund, and to implement those decisions, including the selection of entities with or through which such purchases, sales or loans are to be effected;
(d) to use reasonable efforts to manage the Fund so that it will qualify as a regulated investment company under subchapter M of the Internal Revenue Code of 1986, as amended;
(e) to make recommendations as to the manner in which voting rights, rights to consent to Trust or Fund action, and any other rights pertaining to Trust or the Fund shall be exercised;
(f) to make available to Trust promptly upon request all of the Fund's records and ledgers and any reports or information reasonably requested by the Trust; and
(g) to the extent required by law, to furnish to regulatory authorities any information or reports relating to the services provided pursuant to this Agreement.

Except as otherwise instructed from time to time by the Trustees, with respect to execution of transactions for Trust on behalf of a Fund, Manager shall place, or arrange for the placement of, all orders for purchases, sales, or loans with issuers, brokers, dealers or other counterparties or agents selected by Manager. In connection with the selection of all such parties for the placement of all such orders, Manager shall attempt to obtain most favorable execution and price, but may nevertheless in its sole discretion as a secondary factor, purchase and sell portfolio securities from and to brokers and dealers who provide Manager with statistical, research and other information, analysis, advice, and similar services. In recognition of such services or brokerage services provided by a broker or dealer, Manager is hereby authorized to pay such broker or dealer a commission or spread in excess of that which might be charged by another broker or dealer for the same transaction if the Manager determines in good faith that the commission or spread is reasonable in relation to the value of the services so provided.

Trust hereby authorizes any entity or person associated with Manager that is a member of a national securities exchange to effect any transaction on the exchange for the account of a Fund to the extent permitted by and in accordance with Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder. Trust hereby consents to the retention by such entity or person of compensation for such transactions in accordance with Rule 11a-2-2(T)(a)(iv).

Manager may, where it deems to be advisable, aggregate orders for its other customers together with any securities of the same type to be sold or purchased for Trust or one or more Funds in order to obtain best execution or lower brokerage commissions. In such event, Manager shall allocate the shares so purchased or sold, as well as the expenses incurred in the transaction, in a manner it considers to be equitable and fair and consistent with its fiduciary obligations to Trust, the Funds, and Manager's other customers.

Manager shall for all purposes be deemed to be an independent contractor and not an agent of Trust and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent Trust in any way.

2. ADMINISTRATIVE SERVICES. Manager shall supervise the business and affairs of Trust and each Fund and shall provide such services and facilities as may be required for effective administration of Trust and Funds as are not provided by employees or other agents engaged by Trust; provided that Manager shall not have any obligation to provide under this Agreement any such services which are the subject of a separate agreement or arrangement between Trust and Manager, any affiliate of Manager, or any third party administrator ("Administrative Agreements").

3. USE OF AFFILIATED COMPANIES AND SUBCONTRACTORS. In connection with the services to be provided by Manager under this Agreement, Manager may, to the extent it deems appropriate, and subject to compliance with the requirements of applicable laws and regulations and upon receipt of written approval of the Trustees, make use of (i) its affiliated companies and their directors, trustees, officers, and employees and (ii) subcontractors selected by Manager, provided that Manager shall supervise and remain fully responsible for the services of all such third parties in accordance with and to the extent provided by this Agreement. All costs and expenses associated with services provided by any such third parties shall be borne by Manager or such parties.

4. EXPENSES BORNE BY TRUST. Except to the extent expressly assumed by Manager herein or under a separate agreement between Trust and Manager and except to the extent required by law to be paid by Manager, Manager shall not be obligated to pay any costs or expenses incidental to the organization, operations or business of the Trust. Without limitation, such costs and expenses shall include but not be limited to:

(a) all charges of depositories, custodians and other agencies for the safekeeping and servicing of its cash, securities, and other property;
(b) all charges for equipment or services used for obtaining price quotations or for communication between Manager or Trust and the custodian, transfer agent or any other agent selected by Trust;
(c) all charges for administrative and accounting services provided to Trust by Manager, or any other provider of such services;
(d) all charges for services of Trust's independent auditors and for services to Trust by legal counsel;
(e) all compensation of Trustees, other than those affiliated with Manager, all expenses incurred in connection with their services to Trust, and all expenses of meetings of the Trustees or committees thereof;
(f) all expenses incidental to holding meetings of holders of units of interest in the Trust ("Unitholders"), including printing and of supplying each record-date Unitholder with notice and proxy solicitation material, and all other proxy solicitation expense;
(g) all expenses of printing of annual or more frequent revisions of Trust prospectus(es) and of supplying each then-existing Unitholder with a copy of a revised prospectus;
(h) all expenses related to preparing and transmitting certificates representing Trust shares;
(i) all expenses of bond and insurance coverage required by law or deemed advisable by the Board of Trustees;
(j) all brokers' commissions and other normal charges incident to the purchase, sale, or lending of portfolio securities;
(k) all taxes and governmental fees payable to Federal, state or other governmental agencies, domestic or foreign, including all stamp or other transfer taxes;
(l) all expenses of registering and maintaining the registration of Trust under the 1940 Act and, to the extent no exemption is available, expenses of registering Trust's shares under the 1933 Act, of qualifying and maintaining qualification of Trust and of Trust's shares for sale under securities laws of various states or other jurisdictions and of registration and qualification of Trust under all other laws applicable to Trust or its business activities;
(m) all interest on indebtedness, if any, incurred by Trust or a Fund; and
(n) all fees, dues and other expenses incurred by Trust in connection with membership of Trust in any trade association or other investment company organization.

5. ALLOCATION OF EXPENSES BORNE BY TRUST. Any expenses borne by Trust that are attributable solely to the organization, operation or business of a Fund shall be paid solely out of Fund assets. Any expense borne by Trust which is not solely attributable to a Fund, nor solely to any other series of shares of Trust, shall be apportioned in such manner as Manager determines is fair and appropriate, or as otherwise specified by the Board of Trustees.

6. EXPENSES BORNE BY MANAGER. Manager at its own expense shall furnish all executive and other personnel, office space, and office facilities required to render the investment management and administrative services set forth in this Agreement. Manager shall pay all expenses of establishing, maintaining, and servicing the accounts of Unitholders in each Fund listed in Exhibit A. However, Manager shall not be required to pay or provide any credit for services provided by Trust's custodian or other agents without additional cost to Trust.

In the event that Manager pays or assumes any expenses of Trust or a Fund not required to be paid or assumed by Manager under this Agreement, Manager shall not be obligated hereby to pay or assume the same or similar expense in the future; provided that nothing contained herein shall be deemed to relieve Manager of any obligation to Trust or a Fund under any separate agreement or arrangement between the parties.

7. MANAGEMENT FEE. For the services rendered, facilities provided, and charges assumed and paid by Manager hereunder, Trust shall pay to Manager out of the assets of each Fund fees at the annual rate for such Fund as set forth in Schedule B to this Agreement. For each Fund, the management fee shall accrue on each calendar day, and shall be payable monthly on the first business day of the next succeeding calendar month. The daily fee accrual shall be computed by multiplying the fraction of one divided by the number of days in the calendar year by the applicable annual rate of fee, and multiplying this product by the net assets of the Fund, determined in the manner established by the Board of Trustees, as of the close of business on the last preceding business day on which the Fund's net asset value was determined.

8. RETENTION OF SUB-ADVISER. Subject to obtaining the initial and periodic approvals required under Section 15 of the 1940 Act, Manager may retain one or more sub-advisers at Manager's own cost and expense for the purpose of furnishing one or more of the services described in Section 1 hereof with respect to Trust or one or more Funds. Retention of a sub- adviser shall in no way reduce the responsibilities or obligations of Manager under this Agreement, and Manager shall be responsible to Trust and its Funds for all acts or omissions of any sub-adviser in connection with the performance of Manager's duties hereunder.

9. NON-EXCLUSIVITY. The services of Manager to Trust hereunder are not to be deemed exclusive and Manager shall be free to render similar services to others.

10. STANDARD OF CARE. Neither Manager, nor any of its directors, officers, stockholders, agents or employees shall be liable to Trust or its Unitholders for any error of judgment, mistake of law, loss arising out of any investment, or any other act or omission in the performance by Manager of its duties under this Agreement, except for loss or liability resulting from willful misfeasance, bad faith or gross negligence on Manager's part or from reckless disregard by Manager of its obligations and duties under this Agreement.

11. AMENDMENT. This Agreement may not be amended as to Trust or any Fund without the affirmative votes (a) of a majority of the Board of Trustees, including a majority of those Trustees who are not "interested persons" of Trust or of Manager, voting in person at a meeting called for the purpose of voting on such approval, and (b) of a "majority of the outstanding shares" of Trust or, with respect to an amendment affecting an individual Fund, a "majority of the outstanding shares" of that Fund. The terms "interested persons" and "vote of a majority of the outstanding shares" shall be construed in accordance with their respective definitions in the 1940 Act and, with respect to the latter term, in accordance with Rule 18f-2 under the 1940 Act.

12. EFFECTIVE DATE AND TERMINATION. This Agreement shall become effective as to any Fund as of the effective date for that Fund specified in Schedule A hereto. This Agreement may be terminated at any time, without payment of any penalty, as to any Fund by the Board of Trustees of Trust, or by a vote of a majority of the outstanding shares of that Fund, upon at least sixty (60) days' written notice to Manager. This Agreement may be terminated by Manager at any time upon at least sixty (60) days' written notice to Trust. This Agreement shall terminate automatically in the event of its "assignment" (as defined in the 1940 Act). Unless terminated as hereinbefore provided, this Agreement shall continue in effect with respect to any Fund until the end of the initial term applicable to that Fund specified in Schedule A and thereafter from year to year only so long as such continuance is specifically approved with respect to that Fund at least annually (a) by a majority of those Trustees who are not interested persons of Trust or of Manager, voting in person at a meeting called for the purpose of voting on such approval, and (b) by either the Board of Trustees of Trust or by a "vote of a majority of the outstanding shares" of the Fund.

13. OWNERSHIP OF RECORDS; INTERPARTY REPORTING. All records required to be maintained and preserved by Trust pursuant to the provisions of rules or regulations of the Securities and Exchange Commission under Section 31(a) of the 1940 Act or other applicable laws or regulations which are maintained and preserved by Manager on behalf of Trust and any other records the parties mutually agree shall be maintained by Manager on behalf of Trust are the property of Trust and shall be surrendered by Manager promptly on request by Trust; provided that Manager may at its own expense make and retain copies of any such records.

Trust shall furnish or otherwise make available to Manager such copies of the financial statements, proxy statements, reports, and other information relating to the business and affairs of each Unitholder in a Fund as Manager may, at any time or from time to time, reasonably require in order to discharge its obligations under this Agreement.

Manager shall prepare and furnish to Trust as to each Fund statistical data and other information in such form and at such intervals as Trust may reasonably request.

14. NON-LIABILITY OF TRUSTEES AND UNITHOLDERS. Any obligation of Trust hereunder shall be binding only upon the assets of Trust (or the applicable Fund thereof) and shall not be binding upon any Trustee, officer, employee, agent or Unitholder of Trust. Neither the authorization of any action by the Trustees or Unitholders of Trust nor the execution of this Agreement on behalf of Trust shall impose any liability upon any Trustee or any Unitholder.

15. USE OF MANAGER'S NAME. Trust may use the name "Stein Roe Investment Trust" and the Fund names listed in Schedule A or any other name derived from the name "Stein Roe & Farnham" only for so long as this Agreement or any extension, renewal, or amendment hereof remains in effect, including any similar agreement with any organization which shall have succeeded to the business of Manager as investment adviser. At such time as this Agreement or any extension, renewal or amendment hereof, or such other similar agreement shall no longer be in effect, Trust will cease to use any name derived from the name "Stein Roe & Farnham" or otherwise connected with Manager, or with any organization which shall have succeeded to Manager's business as investment adviser.

16. REFERENCES AND HEADINGS. In this Agreement and in any such amendment, references to this Agreement and all expressions such as "herein," "hereof," and "hereunder" shall be deemed to refer to this Agreement as amended or affected by any such amendments. Headings are placed herein for convenience of reference only and shall not be taken as a part hereof or control or affect the meaning, construction or effect of this Agreement. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.

Dated: July 1, 1996

STEINROE MUNICIPAL TRUST

BY: TIMOTHY K. ARMOUR, President

Attest:
JILAINE HUMMEL BAUER
Secretary

STEIN ROE & FARNHAM INCORPORATED

BY: HANS P. ZIEGLER
Chief Executive Officer

Attest:

                                       Effective  End of
                                         Date     Initial Term
                                       ---------  ------------
Stein Roe Intermediate Municipals Fund   7/1/96     6/30/98
Stein Roe High-Yield Municipals Fund     7/1/96     6/30/98
Stein Roe Managed Municipals Fund        7/1/96     6/30/98

Dated: July 1, 1996

STEIN ROE MUNICIPAL TRUST
MANAGEMENT AGREEMENT
SCHEDULE B

Compensation pursuant to Section 7 of this Agreement shall be calculated in accordance with the following schedules applicable to average daily net assets of the Funds:

Dated: July 1, 1996

EXHIBIT 6

UNDERWRITING AGREEMENT BETWEEN
STEINROE TAX-EXEMPT INCOME TRUST
AND LIBERTY SECURITIES CORPORATION

THIS UNDERWRITING AGREEMENT ("Agreement"), made as of the 31st day of December, 1987 by and between SteinRoe Tax- Exempt Income Trust, a business trust organized and existing under the laws of the Commonwealth of Massachusetts (hereinafter called the "Fund"), and Liberty Securities Corporation, a corporation organized and existing under the laws of the State of Delaware (hereinafter call the "Distributor").

WITNESSETH:

WHEREAS, the Fund is engaged in business as an open-end management investment company registered under the Investment Company Act of 1940, as amended ("ICA-40"); and

WHEREAS, the Distributor is registered as a broker- dealer under the Securities Exchange Act of 1934, as amended ("SEA-34") and, the laws of each state (including the District of Columbia and Puerto Rico) in which it engages in business to the extent such law requires, and is a member of the National Association of Securities Dealers ("NASD") (such registrations and membership are referred to collectively as the "Registrations"); and

WHEREAS, the Fund desires the Distributor to act as the distributor in the public offering of its shares of beneficial interest (hereinafter called "Shares");

WHEREAS, the Fund shall pay all charges of its transfer, shareholder recordkeeping, dividend disbursing and redemption agents, if any; all expenses of notices, proxy solicitation material and reports to shareholders; all expenses of preparation and printing of annual or more frequent revisions of the Fund's Prospectus and Supplemental Information Statement and of supplying copies thereof to shareholders; all expenses of registering and maintaining the registration of the Fund under ICA-40 and of the Fund's Shares under the Securities Act of 1933, as amended ("SA-33"); all expenses of qualifying and maintaining qualification of such Fund and of the Fund's Shares for sale under securities laws of various states or other jurisdictions and of registration and qualification of the Fund under all laws applicable to the Fund or its business activities;

WHEREAS, Stein Roe & Farnham Incorporated, investment adviser to the Funds, shall pay all expenses incurred in the sale and promotion of the Fund;

NOW, THEREFORE, in consideration of the premises and the mutual promises hereinafter set forth, the parties hereto agree as follows:

1. Appointment. The Fund appoints Distributor to act as principal underwriter (as such term is defined in Sections 2(a)(29) of ICA-40) of its Shares.

2. Delivery of Fund Documents. The Fund has furnished Distributor with properly certified or authenticated copies of each of the following in effect on the date hereof and shall furnish Distributor from time to time properly certified or authenticated copies of all amendments or supplements thereto:

(a) Agreement and Declaration of Trust;

(b) By-Laws;

(c) Resolutions of the Board of Trustees of the Fund (hereinafter referred to as the "Board") selecting Distributor as distributor and approving this form of agreement and authorizing its execution.

The Fund shall furnish Distributor promptly with copies of any registration statements filed by it with the Securities and Exchange Commission ("SEC") under SA-33 or ICA-40, together with any financial statements and exhibits included therein, and all amendments or supplements thereto hereafter filed.

The Fund also shall furnish Distributor such other certificates or documents which Distributor may from time to time, in its discretion, reasonably deem necessary or appropriate in the proper performance of its duties.

3. Solicitation of Orders for Purchase of Shares.

(a) Subject to the provisions of Paragraphs 4, 5 and 7 hereof, and to such minimum purchase requirements as may from time to time be indicated in the Fund's Prospectus, Distributor is authorized to solicit, as agent on behalf of the Fund, unconditional orders for purchases of the Fund's Shares authorized for issuance and registered under SA-33, provided that:

(1) Distributor shall act solely as a disclosed agent on behalf of and for the account of the Fund;

(2) The Fund or its transfer agent shall receive directly from investors all payments for the purchase of the Fund's Shares and also shall pay directly to shareholders amounts due to them for the redemption or repurchase of all the Fund's Shares with Distributor having no rights or duties to accept such payment or to effect such redemptions or repurchases;

(3) Distributor shall confirm all orders received for purchase of the Fund's Shares which confirmation shall clearly state (i) that Distributor is acting as agent of the Fund in the transaction (ii) that all certificates for redemption, remittances, and registration instructions should be sent directly to the Fund, and (iii) the Fund's mailing address;

(4) Distributor shall have no liability for payment for purchases of the Fund's Shares it sells as agent; and

(5) Each order to purchase Shares of the Fund received by Distributor shall be subject to acceptance by an officer of the Fund in Chicago and entry of the order on the Fund's records or shareholder accounts and is not binding until so accepted and entered.

The purchase price to the public of the Fund's Shares shall be the public offering price as defined in Paragraph 6 hereof.

(b) In consideration of the rights granted to the Distributor under this Agreement, Distributor will use its best efforts (but only in states in which Distributor may lawfully do so) to solicit from investors unconditional orders to purchase Shares of the Fund. The Fund shall make available to the Distributor without cost to the Distributor such number of copies of the Fund's currently effective Prospectus and Supplemental Information Statement and copies of all information, financial statements and other papers which the Distributor may reasonably request for use in connection with the distribution of Shares.

4. Solicitation of Orders to Purchase Shares by Fund. The rights granted to the Distributor shall be non-exclusive in that the Fund reserves the right to solicit purchases from, and sell its Shares to, investors. Further, the Fund reserves the right to issue Shares in connection with the merger or consolidation of any other investment company, trust or personal holding company with the Fund, or the Fund's acquisition, by the purchase or otherwise, of all or substantially all of the assets of an investment company, trust or personal holding company, or substantially all of the outstanding shares or interests of any such entity. Any right granted to Distributor to solicit purchases of Shares will not apply to Shares that may be offered by the Fund to shareholders by virtue of their being shareholders of the Fund.

5. Shares Covered by this Agreement. This Agreement relates to the solicitation of orders to purchase Shares that are duly authorized and registered and available for sale by the Fund, including redeemed or repurchased Shares if and to the extent that they may be legally sold and if, but only if, the Fund authorizes the Distributor to sell them.

6. Public Offering Price. All solicitations by the Distributor pursuant to this Agreement shall be for orders to purchase Shares of the Fund at the public offering price. The public offering price for each accepted subscription for the Fund's Shares will be the net asset value per share next determined by the Fund after it accepts such subscription. The net asset value per share shall be determined in the manner provided in the Fund's Agreement and Declaration of Trust as now in effect or as they may be amended, and as reflected in the Fund's then current Prospectus and Supplemental Information Statement.

7. Suspension of Sales. If and whenever the determination of the Fund's net asset value is suspended and until such suspension is terminated, no further orders for Shares shall be accepted by the Fund except such

unconditional orders placed with the Fund and accepted by it before the suspension. In addition, the Fund reserves the right to suspend sales of Shares if, in the judgement of the Board of the Fund, it is in the best interest of the Fund to do so, such suspension to continue for such period as may be determined by the Board of the Fund; and in that event, (i) at the direction of the Fund, Distributor shall suspend its solicitation of orders to purchase Shares of the Fund until otherwise instructed by the Fund and (ii) no orders to purchase Shares shall be accepted by the Fund while such suspension remains in effect unless otherwise directed by its Board.

8. Authorized Representations. No Fund is authorized by the Distributor to give on behalf of the Distributor any information or to make any representations other than the information and representations contained in the Fund's registration statement filed with the SEC under SA-33 and/or ICA-40 as it may be amended from time to time.

Distributor is not authorized by the Fund to give on behalf of the Fund any information or to make any representations in connection with the sale of Shares other than the information and representations contained in the Fund's registration statement filed with the SEC under SA-33 and/or ICA-40, covering Shares, as such registration statement or the Fund's prospectus may be amended or supplemented from time to time, or contained in shareholder reports or other material that may be prepared by or on behalf of the Fund or approved by the Fund for the Distributor's use. No person other than Distributor is authorized to act as principal underwriter (as such term is defined in ICA-40, as amended) for the Funds.

9. Registration of Additional Shares. The Fund hereby agrees to register either (i) an indefinite number of Shares pursuant to Rule 24f-2 under ICA-40, or (ii) a definite number of Shares as the Fund shall deem advisable pursuant to Rule 24e-2 under ICA-40, as amended. The Fund will, in cooperation with the Distributor, take such action as may be necessary from time to time to qualify the Shares (so registered or otherwise qualified for sale under SA-33), in any state mutually agreeable to the Distributor and the Fund, and to maintain such qualification; provided, however, that nothing herein shall be deemed to prevent the Fund from registering its shares without approval of the Distributor in any state it deems appropriate.

10. Conformity With Law. Distributor agrees that in soliciting orders to purchase Shares it shall duly conform in all respects with applicable federal and state laws and the rules and regulations of the NASD. Distributor will use its best efforts to maintain its Registrations in good standing during the term of this Agreement and will promptly notify the Fund and Stein Roe & Farnham Incorporated in the event of the suspension or termination of any of the Registrations.

11. Independent Contractor. Distributor shall be an independent contractor and neither the Distributor, nor any of its officers, directors, employees, or representatives is or shall be an employee of the Fund in the performance of Distributor's duties hereunder. Distributor shall be

responsible for its own conduct and the employment, control, and conduct of its agents and employees and for injury to such agents or employees or to others through its agents and employees and agrees to pay all employee taxes thereunder.

12. Indemnification. Distributor agrees to indemnify and hold harmless the Fund and each of the members of its Board and its officers, employees and representatives and each person, if any, who controls the Fund within the meaning of Section 15 of SA-33 against any and all losses, liabilities, damages, claims and expenses (including the reasonable costs of investigating or defending any alleged loss, liability, damage, claim or expense and reasonable legal counsel fees incurred in connection therewith) to which the Fund or such of the members of its Board and of its officers, employees, representatives, or controlling person or persons may become subject under SA-33, under any other statute, at common law, or otherwise, arising out of the acquisition of any Shares of the Fund by any person which (i) may be based upon any wrongful act by Distributor or any of Distributor's directors, officers, employees or representatives, or (ii) may be based upon any untrue statement or alleged untrue statement of a material fact contained in a registration statement, Prospectus, Supplemental Information Statement, shareholder report or other information covering Shares of the Fund filed or made public by the Fund 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 statements therein not misleading if such statement or omission was made in reliance upon information furnished to the Fund by Distributor in writing. In no case (i) is Distributor's indemnity in favor of the Fund, or any person indemnified, to be deemed to protect the Fund or such indemnified person against any liability to which the Fund or such person 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 this Agreement or (ii) is Distributor to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against the Fund or any person indemnified unless the Fund or such person, as the case may be, shall have notified Distributor in writing of the claim within a reasonable time after the summons, or other first written notification, giving information of the nature of the claim served upon the Fund or upon such person (or after the Fund or such person shall have received notice of such service on any designated agent). However, failure to notify Distributor of any such claim shall not relieve Distributor from any liability which Distributor may have to the Fund or any person against whom such action is brought otherwise than on account of Distributor's indemnity agreement contained in this Paragraph.

Distributor shall be entitled to participate, at its own expense, in the defense, or, if Distributor so elects, to assume the defense of any suit brought to enforce any such claim but, if Distributor elects to assume the defense, such defense shall be conducted by legal counsel chosen by Distributor and satisfactory to the persons indemnified who are defendants in the suit. In the event that Distributor elects to assume the defense of any such suit and retain such legal counsel, persons indemnified who are defendants in the suit shall bear the fees and expenses of any additional legal counsel retained by them. If Distributor does not elect to assume the

defense of any such suit, Distributor will reimburse persons indemnified who are defendants in such suit for the reasonable fees of any legal counsel retained by them in such litigation.

The Fund agrees to indemnify and hold harmless Distributor and each of its directors, officers, employees, and representatives and each person, if any, who controls Distributor within the meaning of Section 15 of SA-33 against any and all losses, liabilities, damages, claims or expenses (including the damage, claim or expense and reasonable legal counsel fees incurred in connection therewith) to which Distributor or such of its directors, officers, employees, representatives or controlling person or persons may become subject under SA-33, under any other statute, at common law, or otherwise arising out of the acquisition of any Shares by any person which (i) may be based upon any wrongful act by the Fund or any of the members of the Fund's Board, or the Fund's officers, employees or representatives other than Distributor, or (ii) may be based upon any untrue statement or alleged untrue statement of a material fact contained in a registration statement, Prospectus, Supplemental Information Statement, shareholder report or other information covering Shares filed or made public by the Fund 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 statements therein not misleading unless such statement or omission was made in reliance upon information furnished by Distributor to the Fund. In no case (i) is the Fund's indemnity in favor of the Distributor or any person indemnified to be deemed to protect the Distributor or such indemnified person against any liability to which Distributor or such indemnified person 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 this Agreement, or (ii) is the Fund to be liable under its indemnity agreement contained in this Paragraph with respect to any claim made against Distributor or any person indemnified unless Distributor, or such person, as the case may be, shall have notified the Fund in writing of the claim within a reasonable time after the summons, or other first written notification, giving information of the nature of the claim served upon Distributor or upon such person (or after Distributor or such person shall have received notice of such service on any designated agent). However, failure to notify a Fund of any such claim shall not relieve the Fund from any liability which the Fund may have to Distributor or any person against whom such action is brought otherwise than on account of the Fund's indemnity agreement contained in this Paragraph.

The Fund shall be entitled to participate, at its own expense, in the defense or, if the Fund so elects, to assume the defense of any suit brought to enforce such claim but, if the Fund elects to assume the defense, such defense shall be conducted by legal counsel chosen by the Fund and satisfactory to the persons indemnified who are defendants in the suit. In the event that the Fund elects to assume the defense of any such suit and retain such legal counsel, the persons indemnified who are defendants in the suit shall bear the fees and expenses of any additional legal counsel retained by them. If the Fund does not elect to assume the defense of any such suit, the Fund will reimburse the persons indemnified who are defendants in such

suit for the reasonable fees and expenses of any legal counsel retained by them in such litigation.

13. Duration and Termination of this Agreement. With respect to the Fund and the Distributor, this Agreement shall become effective upon its execution ("Effective Date") and unless terminated as provided herein, shall remain in effect through January 1, 1990, and from year to year thereafter, but only so long as such continuance is specifically approved at least annually (a) by a vote of majority of the members of the Board of the Fund who are not interested persons of the Distributor or of the Fund, voting in person at a meeting called for the purpose of voting on such approval, and (b) by the vote of either the Board of the Fund or a majority of the outstanding shares of the Fund. This Agreement may be terminated by and between an individual Fund and Distributor at any time, without the payment of any penalty (a) on 60 days' written notice, by the Board of the Fund or by a vote of a majority of the outstanding Shares of the Fund, or by Distributor, or (b) immediately, on written notice by the Board of the Fund, in the event of termination or suspension of any of the Registrations. This Agreement will automatically terminate in the event of its assignment. In interpreting the provisions of this Paragraph 13, the definitions contained in Section 2(a) of ICA-40 (particularly the definitions of "interested person", "assignment", and "majority of the outstanding shares") shall be applied.

14. Amendment of this Agreement. No provision of this Agreement may be changed, waived, discharged, or terminated orally, but only by an instrument in writing signed by each party against which enforcement of the change, waiver, discharge, or termination is sought. If the Fund should at any time deem it necessary or advisable in the best interests of the Fund that any amendment of this Agreement be made in order to comply with the recommendations or requirements of the SEC or any other governmental authority or to obtain any advantage under state or Federal tax laws and notifies Distributor of the form of such amendment, and the reasons therefore, and if Distributor should decline to assent to such amendment, the Fund may terminate this Agreement forthwith. If Distributor should at any time request that a change be made in the Fund's Agreement and Declaration of Trust or By-Laws or in its methods of doing business, in order to comply with any requirements of Federal law or regulations of the SEC, or of a national securities association of which Distributor is or may be a member, relating to the sale of Shares, and the Fund should not make such necessary changes within a reasonable time, Distributor may terminate this Agreement forthwith.

15. Liability. It is understood and expressly stipulated that neither the shareholders of the Fund nor the members of the Board of the Fund shall be personally liable hereunder. The obligations of the Fund are not personally binding upon, nor shall resort to the private property of, any of the members of the Board of the Fund, nor of the shareholders, officers, employees or agents of the Fund, but only the Fund's property shall be bound.

16. Miscellaneous. The captions in this Agreement are included for convenience or reference only, and in no way define or limit any of the provisions hereof 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 together shall constitute one and the same instrument.

17. Notice. Any notice required or permitted to be given by a party to this Agreement or to any other party hereunder shall be deemed sufficient if delivered in person or sent by registered or certified mail, postage prepaid, addressed by the party giving notice to each such other party at the address provided below or to the last address furnished by each such other party to the party giving

notice.

If to the Fund:    300 West Adams Street
                   Chicago, Illinois 60606
                   Attn: Secretary

If to Distributor: 600 Atlantic Avenue
                   Boston, Massachusetts 02212
                   Attn: Secretary

If to Stein Roe & Farnham
Incorporated:      1 South Wacker Drive
                   Chicago, Illinois 60606
                   Attn: Secretary

                         LIBERTY SECURITIES CORPORATION

                         By: JOHN T. TREECE
                             Vice President

ATTEST:

DAVID E. SHELLENBERGER
General Counsel

STEINROE TAX-EXEMPT INCOME TRUST

By: JAMES D. WINSHIP
Executive Vice President

ATTEST:
JILAINE HUMMEL BAUER
Secretary

ACKNOWLEDGED BY: STEIN ROE & FARNHAM INCORPORATED

By: JAMES D. WINSHIP
Executive Vice President

ATTEST:

JAMES W. ATKINSON
Secretary

FIRST AMENDMENT TO
UNDERWRITING AGREEMENT
BETWEEN
STEINROE TAX-EXEMPT INCOME TRUST
AND LIBERTY SECURITIES CORPORATION

This amendment, made this 25th day of October, 1989 (the "First Amendment"), amends the DISTRIBUTION AGREEMENT dated December 31, 1987 (the "Agreement"), by and between SteinRoe Tax-Exempt Income Trust (the "Fund"), a Massachusetts business trust, and Liberty Securities Corporation, a Delaware Corporation.

WHEREAS, the Agreement presently provides that it shall remain in effect through January, 1990 and from year to year thereafter provided it is specifically approved annually by the Board of Trustees.

WHEREAS, the Board of Trustees of the Fund desires to modify the term of the agreement to provide for an annual term ending on June 30 instead of January 1.

NOW, THEREFORE, Paragraph 13 of the Agreement is amended as follows:

"13. Duration and Termination of this Agreement. With respect to the Fund and the Distributor, this Agreement shall become effective upon its execution ("Effective Date") and unless terminated as provided herein, shall remain in effect through June 30, 1990, and from year to year thereafter, but only so long as such continuance is specifically approved at least annually (a) by a vote of majority of the members of the Board of the Fund who are not interested persons of the Distributor or of the Fund, voting in person at a meeting called for the purpose of voting on such approval, and (b) by the vote of either the Board of the Fund or a majority of the outstanding shares of the Fund. This Agreement may be terminated by and between an individual Fund and Distributor at any time, without the payment of any penalty (a) on 60 days' written notice, by the Board of the Fund or by a vote of a majority of the outstanding Shares of the Fund, or by Distributor, or (b) immediately, on written notice by the Board of the Fund, in the event of termination or suspension of any of the Registrations. This Agreement will automatically terminate in the event of its assignment. In interpreting the provisions of this Paragraph 13, the definitions contained in Section 2(a) of ICA-40 (particularly the definitions of "interested person", "assignment", and "majority of the outstanding shares") shall be applied."

IN WITNESS WHEREOF, the parties have caused this First Amendment to be executed as of the day and year first written above.

ATTEST:                         Chief Executive Officer

BY: NICOLETTE D. PARRISH
    Assistant Secretary
                            LIBERTY SECURITIES CORPORATION

                            BY: JOHN T. TREECE
ATTEST:                         Vice President

BY:  JOHN A. BENNING
     Secretary

ACKNOWLEDGED BY: STEIN ROE & FARNHAM INCORPORATED

BY: JAMES D. WINSHIP
Executive Vice President

SECOND AMENDMENT TO
UNDERWRITING AGREEMENT
BETWEEN
THE STEINROE MUTUAL FUNDS
AND LIBERTY SECURITIES CORPORATION

This amendment, made this 28th day of October, 1992 (the "Second Amendment"), amends the Underwriting Agreement dated December 31, 1987 (the "Agreement") as amended by a First Amendment dated October 25, 1989 between SteinRoe Municipal Trust (the "Funds"), a Massachusetts business trust, and Liberty Securities Corporation (the "Distributor"), a Delaware Corporation.

WHEREAS, each of the Funds wishes to authorize the Distributor to enter into agreements with other broker- dealers providing for the sale of shares of beneficial interest of the Fund;

NOW, THEREFORE, the Agreement is hereby amended by adding the following after Section 3:

"Section 3.A. Selling Agreements. Distributor is authorized, as agent on behalf of each Fund, to enter into agreements with other broker-dealers providing for the solicitation of unconditional orders for purchases of Fund's Shares authorized for issuance and registered under the Securities Act of 1933. All such agreements shall be either in the form of agreement attached hereto or in such other form as may be approved by the officers of the Fund ("Selling Agreement"). All solicitations made by other broker-dealers pursuant to a Selling Agreement shall be subject to the same terms of this Agreement which apply to solicitations made by Distributor."

Except as otherwise expressly amended herein, the provisions of the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties have caused this First Amendment to be executed as of the day and year first written above.

ATTEST:                         Title: Senior Vice-President

BY: JILAINE HUMMEL BAUER
    Secretary
                            LIBERTY SECURITIES CORPORATION

                            BY: JOHN T. TREECE
ATTEST:                         Sr. VP & Treasurer

BY: JOHN DAVENPORT

Date _____________

LIBERTY SECURITIES CORPORATION
STEINROE GOVERNMENT RESERVES
SELLING AGREEMENT

Dear Sirs:

As the principal underwriter of SteinRoe Government Reserves (the "Fund"), a series of SteinRoe Income Trust (the "Trust"), a Massachusetts business trust registered under the Investment Company Act of 1940 as an open-end investment company, we invite you as agent for your customer to participate in the distribution of shares of beneficial interest in the Fund ("Shares"), subject to the following terms and conditions:

1. We hereby grant to you the right to make Shares available to, and to solicit orders to purchase Shares by, the public, subject to applicable federal and state law, the Agreement and Declaration of Trust and By-laws of the Trust, and the current Prospectus and Statement of Additional Information relating to the Fund attached hereto (the "Prospectus"). You will forward to us or to the Trust's transfer agent, as we may direct from time to time, all orders for the purchase of Shares obtained by you, subject to such terms and conditions as to the form of payment, minimum initial and subsequent purchase and otherwise, and in accordance with such procedures and directions, as we may specify from time to time. All orders are subject to acceptance by an authorized officer of the Trust in Chicago and the Trust reserves the right in its sole discretion to reject any order. Share purchases are not binding on the Trust until accepted and entered on the books of the Fund. No Share purchase shall be effective until payment is received by the Trust in the form of Federal funds. If a Share purchase by check is cancelled because the check does not clear, you will be responsible for any loss to the Fund or to us resulting therefrom.

2. The public offering price of the Shares shall be the net asset value per share of the outstanding Shares determined in accordance with the then current Prospectus. No sales charge shall apply.

3. As used in this Agreement, the term "Registration Statement" with regard to the Fund shall mean the Registration Statement most recently filed by the Trust with the Securities and Exchange Commission and effective under the Securities Act of 1933, as such Registration Statement is amended by any amendments thereto at the time in effect, and the terms "prospectus" and "statement of additional information" with regard to the Fund shall mean the form of prospectus and statement of additional information relating to the Fund as attached hereto filed by the Trust as part of the Registration Statement, as such form of prospectus and statement of additional information may be amended or supplemented from time to time.

4. You hereby represent that you are and will remain during the term of this Agreement duly registered as a broker-dealer under the Securities Exchange Act of 1934 and under the securities laws of each state where your activities require such registration, and that you are and will remain during the term of this Agreement a member in good standing of the National Association of Securities Dealers, Inc. ("NASD"). In the conduct of your activities hereunder, you will abide by all applicable rules and regulations of the NASD, including, without limitation, Rule 26 of the Rules of Fair Practice of the NASD as in effect form time to time, and all applicable federal and state securities laws, including without limitation, the prospectus delivery requirements of the Securities Act of 1933.

5. This Agreement is subject to the right of the Trust at any time to withdraw all offerings of the Shares by written notice to us at our principal office. You acknowledge that the Trust will not issue certificates representing Shares.

6. Your obligations under this Agreement are not to be deemed exclusive, and you shall be free to render similar services to others so long as your services hereunder are not impaired thereby.

7. You will sell Shares only to residents of states or other jurisdictions where we have notified you that the Shares have been registered or qualified for sale to the public or are exempt from such qualification or registration. Neither we nor the Trust will have any obligation to register or qualify the Shares in any particular jurisdiction. We shall not be liable or responsible for the issue, form validity, enforceability or value of the Shares or for any matter in connection therewith, except lack of good faith on our part, and no obligation not expressly assumed by us in this Agreement shall be implied therefrom. Nothing herein contained, however, shall be deemed to be a condition, stipulation or provision binding any person acquiring any Shares to waive compliance with any provision of the Securities Act of 1933, or to relieve the parties hereto from any liability arising thereunder.

8. You are not authorized to make any representations concerning the Fund, the Trust or the Shares except those contained in the then current prospectus and statement of additional information relating to the Fund, or printed information issued by the Trust or by us as information supplemental to such prospectus and statement of additional information. We will supply you with a reasonable number of copies of the then current prospectus and statement of additional information of the Fund, and reasonable quantities of any supplemental sales literature, sales bulletins, and additional information as may be issued by us or the Trust. You will not use any advertising or sales material relating to the Fund other than materials supplied by the Trust or us, unless such other material is approved in writing by us in advance of such use.

9. You will not have any authority to act as agent for the Trust, for us or for any other dealer. All transactions between you and us contemplated by this Agreement shall be as agents.

10. Either party to this Agreement may terminate this Agreement by giving written notice to the other. Such notice shall be deemed to have been given on the date on which it is either delivered personally to the other party, is mailed postpaid or delivered by telecopier to the other party at its address listed below. This Agreement may be amended by us at any time, and your placing of an order after the effective date of any such amendment shall constitute your acceptance thereof.

Liberty Securities Corporation       Dealer
600 Atlantic Avenue                  ________________
Boston, Massachusetts 02210          ________________
Attention: ________________          ________________
Telecopier: _______________

with copy to:

SteinRoe Income Trust
300 West Adams Street
Chicago, Illinois 60606
Attention:  Secretary
Telecopier:  312/368-2506

11. This Agreement constitutes the entire agreement between you and us relating to the subject matter hereof and supersedes all prior or written agreements between us. This Agreement shall be construed in accordance with the laws of the Commonwealth of Massachusetts and shall be binding upon both parties hereto when signed by us and accepted by you in the space provided below.

Very truly yours,

LIBERTY SECURITIES CORPORATION

BY: ____________________

The undersigned hereby accepts your invitation to participate in the distribution of Shares and agrees to each of the terms and conditions set forth in this letter.

                            ___________________________
                            Dealer

Date: ____________________  By: _______________________
                                (Signature of Officer)

Pay Office of Dealer:

__________________________  ___________________________
Street Address              (Print Name of Officer)

__________________________
City/State/Zip

__________________________
Telephone Number

Exhibit 9(b)

STEINROE FUNDS
ACCOUNTING AND BOOKKEEPING AGREEMENT
(NOVEMBER 1,1994)

This Agreement is made this 1st day of November. 1994, by and between SteinRoe Municipal Trust, a Massachusetts common law trust, (hereinafter referred to as the "Trust") and Stein Roe & Farnham Incorporated ("SteinRoe"), a Delaware corporation.

1. Appointment. Each Trust hereby appoints SteinRoe to act as its agent to perform the services described herein with respect to each series of shares of the Trust (the "Series") identified in and beginning on the date specified on Appendix I to this Agreement, as may be amended from time to time. SteinRoe hereby accepts appointment as each Trust's agent and agrees to perform the services described herein.

2. Accounting.

(a) Pricing. For each Series of the Trust, SteinRoe shall value all securities and other assets of the Series, and compute the net asset value per share of such Series, at such times and dates and in the manner and by such methodology as is specified in the then currently effective prospectus and statement of additional information for such Series, and pursuant to such other written procedures or instructions furnished to SteinRoe by the Trust. To the extent procedures or instructions used to value securities or other assets of a Series under this Agreement are at any time inconsistent with any applicable law or regulation, the Trust shall provide SteinRoe with written instructions for valuing such securities or assets in a manner which the Trust represents to be consistent with applicable law and regulation.

(b) Net Income. SteinRoe shall calculate with such frequency as the Trust shall direct, the net income of each Series of the Trust for dividend purposes and on a per share basis. Such calculation shall be at such times and dates and in such manner as the Trust shall instruct SteinRoe in writing. For purposes of such calculation, SteinRoe shall not be responsible for determining whether any dividend or interest accruable to the Trust is or will be actually paid, but will accrue such dividend and interest unless otherwise instructed by the Trust.

(c) Capital Gains and Losses. SteinRoe shall calculate gains or losses of each Series of the Trust from the sale or other disposition of assets of that Series as the Trust shall direct.

(d) Yields. At the request of the Trust, SteinRoe shall compute yields for each Series of the Trust for such periods and using such formula as shall be instructed by the Trust.

(e) Communication of Information. SteinRoe shall provide the Trust, the Trust's transfer agent and such other parties as directed by the Trust with the net asset value per share, the net income per share and yields for each Series of the Trust at such time and in such manner and format and with such frequency as the parties mutually agree.

(f) Information Furnished by the Trust. The Trust shall furnish SteinRoe with any and all instructions, explanations, information, specifications and documentation deemed necessary by SteinRoe in the performance of its duties hereunder, including, without limitation, the amounts and/or written formula for calculating the amounts, and times of accrual of liabilities and expenses of each Series of the Trust. The Trust shall also at any time and from time to time furnish SteinRoe with bid, offer and/or market values of securities owned by the Trust if the same are not available to SteinRoe from a pricing or similar service designated by the Trust for use by SteinRoe to value securities or other assets. SteinRoe shall at no time be required to commence or maintain any utilization of, or subscriptions to, any such service which shall be the sole responsibility and expense of the Trust.

3. Recordkeeping.

(a) SteinRoe shall, as agent for the Trust, maintain and keep current and preserve the general ledger and other accounts, books, and financial records of the Trust relating to activities and obligations under this Agreement in accordance with the applicable provisions of Section 31(a) of the General Rules and Regulations under the Investment Company Act of 1940, as amended (the "Rules").

(b) All records maintained and preserved by SteinRoe pursuant to this Agreement which the Trust is required to maintain and preserve in accordance with the Rules shall be and remain the property of the Trust and shall be surrendered to the Trust promptly upon request in the form in which such records have been maintained and preserved.

(c) SteinRoe shall make available on its premises during regular business hours all records of a Trust for reasonable audit, use

and inspection by the Trust, its agents and any regulatory agency having authority over the Trusts.

4. Instructions, Opinion of Counsel, and Signatures.

(a) At any time Stein Roe may apply to a duly authorized agent of the Trust for instructions regarding the Trust, and may consult counsel for such Trust or its own counsel, in respect of any matter arising in connection with this Agreement, and it shall not be liable for any action taken or omitted by it in good faith in accordance with such instructions or with the advice or opinion of such counsel. SteinRoe shall be protected in acting upon any such instruction, advice, or opinion and upon any other paper or document delivered by the Trust or such counsel believed by SteinRoe to be genuine and to have been signed by the proper person or persons and shall not be held to have notice of any change of authority of any officer or agent of the Trust, until receipt of written notice thereof from such Trust.

(b) SteinRoe may receive and accept a certified copy of a vote of the Board of Trustees of the Trust as conclusive evidence of (i) the authority of any person to act in accordance with such vote or (ii) any determination or any action by the Board of Trustees pursuant to its Agreement and Declaration of Trust as described in such vote, and such vote may be considered as in full force and effect until receipt by SteinRoe of written notice to the contrary.

5. Compensation. The Trust shall reimburse SteinRoe from the assets of the respective applicable Series of the Trust, for any and all out-of-pocket expenses and charges in performing services under this Agreement and such compensation as is provided in Appendix II to this Agreement, as amended from time to time. SteinRoe shall invoice the Trust as soon as practicable after the end of each calendar month, with allocation among the respective Series and full detail, and the Trust shall promptly pay SteinRoe the invoiced amount.

6. Confidentiality of Records. SteinRoe agrees not to disclose any information received from the Trust to any other client of SteinRoe or to any other person except its employees and agents, and shall use its best efforts to maintain such information as confidential. Upon termination of this Agreement, SteinRoe shall return to each Trust all records in the possession and control of SteinRoe related to such Trust's activities, other than SteinRoe's own business records, it being also understood and agreed that any programs and systems used by SteinRoe to provide the services rendered hereunder will not be given to any Trust.

7. Liability and Indemnification.

(a) SteinRoe shall not be liable to any Trust for any action taken or thing done by it or its employees or agents on behalf of the Trust in carrying out the terms and provisions of this Agreement if done in good faith and without negligence or misconduct on the part of SteinRoe, its employees or agents.

(b) Each Trust shall indemnify and hold SteinRoe, and its controlling persons, if any, harmless from any and all claims, actions, suits, losses, costs, damages, and expenses, including reasonable expenses for counsel, incurred by it in connection with its acceptance of this Agreement, in connection with any action or omission by it or its employees or agents in the performance of its duties hereunder to the Trust, or as a result of acting upon instructions believed by it to have been executed by a duly authorized agent of the Trust or as a result of acting upon information provided by the Trust in form and under policies agreed to by SteinRoe and the Trust, provided that: (i) to the extent such claims, actions, suits, losses, costs, damages, or expenses relate solely to one or more Series, such indemnification shall be only out of the assets of that Series or group of Series; (ii) this indemnification shall not apply to actions or omissions constituting negligence or misconduct on the part of SteinRoe or its employees or agents, including but not limited to willful misfeasance, bad faith, or gross negligence in the performance of their duties, or reckless disregard of their obligations and duties under this Agreement; and
(iii) SteinRoe shall give the Trust prompt notice and reasonable opportunity to defend against any such claim or action in its own name or in the name of SteinRoe.

(c) SteinRoe shall indemnify and hold harmless each Trust from and against any and all claims, demands, expenses and liabilities which such Trust may sustain or incur arising out of, or incurred because of, the negligence or misconduct of SteinRoe or its agents or contractors, or the breach by SteinRoe of its obligations under this Agreement, provided that: (i) this indemnification shall not apply to actions or omissions constituting negligence or misconduct on the part of such Trust or its other agents or contractors and (ii) such Trust shall give SteinRoe prompt notice and reasonable opportunity to defend against any such claim or action in its own name or in the name of such Trust.

8. Further Assurances. Each party agrees to perform such further acts and execute such further documents as are necessary to effectuate the purposes hereof.

9. Dual Interests. It is understood and agreed that some person or persons may be trustees, officers, or shareholders of both the Trusts and SteinRoe, and that the existence of any such dual interest shall not affect the validity hereof or of any transactions hereunder except as otherwise provided by specific provision of applicable law.

10. Amendment and Termination. This Agreement may be modified or amended from time to time, or terminated, by mutual agreement between the parties hereto and may be terminated by at least one hundred eighty (180) days' written notice given by one party to the other. Upon termination hereof, each Trust shall pay to SteinRoe such compensation as may be due from it as of the date of such termination, and shall reimburse SteinRoe for its costs, expenses, and disbursements payable under this Agreement to such date. In the event that, in connection with termination, a successor to any of the duties or responsibilities of SteinRoe hereunder is designated by a Trust by written notice to SteinRoe, SteinRoe shall promptly upon such termination and at the expense of such Trust, deliver to such successor all relevant books, records, and data established or maintained by SteinRoe under this Agreement and shall cooperate in the transfer of such duties and responsibilities, including provision, at the expense of such Trust, for assistance from SteinRoe personnel in the establishment of books, records, and other data by such successor.

11. Assignment. Any interest of SteinRoe under this Agreement shall not be assigned or transferred either voluntarily or involuntarily, by operation of law or otherwise, without prior written notice to each Trust.

12. Notice. Any notice under this Agreement shall be in writing, addressed and delivered or sent by registered mail, postage prepaid to the other party at such address as such other party may designate for the receipt of such notices. Until further notice to the other parties, it is agreed that the address of each Trust and SteinRoe is One South Wacker Drive, Chicago, Illinois 60606, Attention: Secretary.

13. Non-Liability of Trustees and Shareholders. Any obligation of the Trust hereunder shall be binding only upon the assets of that Trust (or the applicable Series thereof), as provided in the Agreement and Declaration of Trust of that Trust, and shall not be binding upon any Trustee, officer, employee, agent or shareholder of the Trust or upon any other Trust. Neither the authorization of any action by the Trustees or the shareholders of the Trust, nor the execution of this Agreement on behalf of the Trust shall impose any liability upon any Trustee or any shareholder. Nothing in this

Agreement shall protect any Trustee against any liability to which such Trustee would otherwise be subject by willful misfeasance, bad faith or gross negligence in the performance of his duties, or reckless disregard of his obligations and duties under this Agreement. In connection with the discharge and satisfaction of any claim made by SteinRoe against the Trust involving more than one Series, the Trust shall have the exclusive right to determine the appropriate allocations of liability for any such claim between or among the Series.

14. References and Headings. In this Agreement and in any such amendment, references to this Agreement and all expressions such as "herein," "hereof," and "hereunder," shall be deemed to refer to this Agreement as amended or affected by any such amendments. Headings are placed herein for convenience of reference only and shall not be taken as part hereof or control or affect the meaning, construction or effect of this Agreement. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.

15. Governing Law. This Agreement shall be governed by the laws of the State of Illinois.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the day and year first above written.

STEINROE MUNICIPAL TRUST

By: TIMOTHY K. ARMOUR, President

Attest:
JILAINE HUMMEL BAUER,
Secretary

STEIN ROE & FARNHAM INCORPORATED

By: TIMOTHY K. ARMOUR,
President - Fund Division

Attest:

                         APPENDIX I

FUND                                 EFFECTIVE DATE
- ---------                            --------------
STEINROE MUNICIPAL TRUST               November 1, 1994

Stein Roe Intermediate Municipals Fund Stein Roe High-Yield Municipals Fund
Stein Roe Municipal Money Market Fund
Stein Roe Managed Municipals Fund

APPENDIX II

For the services provided under the Accounting Agreement (the "Agreement"), the Trust shall pay SteinRoe an annual fee with respect to each Fund, calculated and paid monthly, equal to $25,000 plus .0025 percent per annum of the average daily net assets of the Fund in excess of $50 million. Such fee shall be paid within thirty days after receipt of monthly invoice.

Exhibit 9(c)

ADMINISTRATIVE AGREEMENT
BETWEEN
STEINROE MUNICIPAL TRUST
AND
STEIN ROE & FARNHAM INCORPORATED

STEINROE MUNICIPAL TRUST, a Massachusetts business trust registered under the Securities Act of 1933 ("1933 Act") and the Investment Company Act of 1940 ("1940 Act") (the "Trust"), hereby appoints STEIN ROE & FARNHAM INCORPORATED, a Delaware corporation, of Chicago, Illinois ("Administrator"), to furnish certain administrative services with respect to the Trust and the series of the Trust listed in Schedule A hereto, as such schedule may be amended from time to time (each such series hereinafter referred to as "Fund").

The Trust and Administrator hereby agree that:

1. Administrative Services. Subject to the terms of this Agreement and the supervision and control of the Trust's Board of Trustees ("Trustees"), Administrator shall provide the following services with respect to the Trust:

(a) Preparation and maintenance of the Trust's registration statement with the Securities and Exchange Commission ("SEC");
(b) Preparation and periodic updating of the prospectus and statement of additional information for the Fund ("Prospectus");
(c) Preparation, filing with appropriate regulatory authorities, and dissemination of various reports for the Fund, including but not limited to semiannual reports to shareholders under
Section 30(d) of the 1940 Act, annual and semiannual reports on Form N-SAR, and notices pursuant to Rule 24f-2;
(d) Arrangement for all meetings of shareholders, including the collection of all information required for preparation of proxy statements, the preparation and filing with appropriate regulatory agencies of such proxy statements, the supervision of solicitation of shareholders and shareholder nominees in connection therewith, tabulation (or supervision of the tabulation) of votes, response to all inquiries regarding such meetings from shareholders, the public and the media, and preparation and retention of all minutes and all other records required to be kept in connection with such meetings;
(e) Maintenance and retention of all Trust charter documents and the filing of all documents required to maintain the Trust's status as a Massachusetts business trust and as a registered open-end investment company;
(f) Arrangement and preparation and dissemination of all materials for meetings of the Board of Trustees and committees thereof and preparation and retention of all minutes and other records thereof;
(g) Preparation and filing of the Trust's Federal, state, and local income tax returns and calculation of any tax required to be paid in connection therewith;
(h) Calculation of all Trust and Fund expenses and arrangement for the payment thereof;
(i) Calculation of and arrangement for payment of all income, capital gain, and other distributions to shareholders of each Fund;
(j) Determination, after consultation with the officers of the Trust, of the jurisdictions in which shares of beneficial interest of each Fund ("Shares") shall be registered or qualified for sale, or may be sold pursuant to an exemption from such registration or qualification, and preparation and maintenance of the registration or qualification of the Shares for sale under the securities laws of each such jurisdiction;
(k) Provision of the services of persons who may be appointed as officers of the Trust by the Board of Trustees (it is agreed that some person or persons may be officers of both the Trust and the Administrator, and that the existence of any such dual interest shall not affect the validity of this Agreement except as otherwise provided by specific provision of applicable law);
(l) Preparation and, subject to approval of the Trust's Chief Financial Officer, dissemination of the Trust's and each Fund's quarterly financial information to the Board of Trustees and preparation of such other reports relating to the business and affairs of the Trust and each Fund as the officers and Board of Trustees may from time to time reasonably request;
(m) Administration of the Trust's Code of Ethics and periodic reporting to the Board of Trustees of Trustee and officer compliance therewith;
(n) Provision of internal legal, accounting, compliance, audit, and risk management services and periodic reporting to the Board of Trustees with respect to such services;
(o) Negotiation, administration, and oversight of third party services to the Trust including, but not limited to, custody, tax, transfer agency, disaster recovery, audit, and legal services;
(p) Negotiation and arrangement for insurance desired or required of the Trust and administering all claims thereunder;
(q) Response to all inquiries by regulatory agencies, the press, and the general public concerning the business and affairs of the Trust, including the oversight of all periodic inspections of the operations of the Trust and its agents by regulatory authorities and responses to subpoenas and tax levies;
(r) Handling and resolution of any complaints registered with the Trust by shareholders, regulatory authorities, and the general public;
(s) Monitoring legal, tax, regulatory, and industry developments related to the business affairs of the Trust and communicating such developments to the officers and Board of Trustees as they may reasonably request or as the Administrator believes appropriate;
(t) Administration of operating policies of the Trust and recommendation to the officers and the Board of Trustees of the Trust of modifications to such policies to facilitate the protection of shareholders or market competitiveness of the Trust and Fund and to the extent necessary to comply with new legal or regulatory requirements;
(u) Responding to surveys conducted by third parties and reporting of Fund performance and other portfolio information; and
(v) Filing of claims, class actions involving portfolio securities, and handling administrative matters in connection with the litigation or settlement of such claims.

2. Use of Affiliated Companies and Subcontractors. In connection with the services to be provided by Administrator under this Agreement, Administrator may, to the extent it deems appropriate, and subject to compliance with the requirements of applicable laws and regulations and upon receipt of approval of the Trustees, make use of (i) its affiliated companies and their directors, trustees, officers, and employees and (ii) subcontractors selected by Administrator, provided that Administrator shall supervise and remain fully responsible for the services of all such third parties in accordance with and to the extent provided by this Agreement. All costs and expenses associated with services provided by any such third parties shall be borne by Administrator or such parties.

3. Instructions, Opinions of Counsel, and Signatures. At any time Administrator may apply to a duly authorized agent of Trust for instructions regarding the Trust, and may consult counsel for the Trust or its own counsel, in respect of any matter arising in connection with this Agreement, and it shall not be liable for any action taken or omitted by it in good faith in accordance with such instructions or with the advice or opinion of such counsel. Administrator shall be protected in acting upon any such instruction, advice, or opinion and upon any other paper or document delivered by the Trust or such counsel believed by Administrator to be genuine and to have been signed by the proper person or persons and shall not be held to have notice of any change of authority of any officer or agent of the Trust, until receipt of written notice thereof from the Trust.

4. Expenses Borne by Trust. Except to the extent expressly assumed by Administrator herein or under a separate agreement between the Trust and Administrator and except to the extent required by law to be paid by Administrator, the Trust shall pay all costs and expenses incidental to its organization, operations and business. Without limitation, such costs and expenses shall include but not be limited to:

(a) All charges of depositories, custodians and other agencies for the safekeeping and servicing of its cash, securities, and other property;
(b) All charges for equipment or services used for obtaining price quotations or for communication between Administrator or the Trust and the custodian, transfer agent or any other agent selected by the Trust;
(c) All charges for investment advisory, portfolio management, and accounting services provided to the Trust by the Administrator, or any other provider of such services;
(d) All charges for services of the Trust's independent auditors and for services to the Trust by legal counsel;
(e) All compensation of Trustees, other than those affiliated with Administrator, all expenses incurred in connection with their services to the Trust, and all expenses of meetings of the Trustees or committees thereof;
(f) All expenses incidental to holding meetings of shareholders, including printing and of supplying each record-date shareholder with notice and proxy solicitation material, and all other proxy solicitation expenses;
(g) All expenses of printing of annual or more frequent revisions of the Trust's prospectus(es) and of supplying each then-existing shareholder with a copy of a revised prospectus;
(h) All expenses related to preparing and transmitting certificates representing the Trust's shares;
(i) All expenses of bond and insurance coverage required by law or deemed advisable by the Board of Trustees;
(j) All brokers' commissions and other normal charges incident to the purchase, sale, or lending of Fund securities;
(k) All taxes and governmental fees payable to Federal, state or other governmental agencies, domestic or foreign, including all stamp or other transfer taxes;
(l) All expenses of registering and maintaining the registration of the Trust under the 1940 Act and, to the extent no exemption is available, expenses of registering the Trust's shares under the 1933 Act, of qualifying and maintaining qualification of the Trust and of the Trust's shares for sale under securities laws of various states or other jurisdictions and of registration and qualification of the Trust under all other laws applicable to the Trust or its business activities;
(m) All interest on indebtedness, if any, incurred by the Trust or a Fund; and
(n) All fees, dues and other expenses incurred by the Trust in connection with membership of the Trust in any trade association or other investment company organization.

5. Allocation of Expenses Borne by Trust. Any expenses borne by the Trust that are attributable solely to the organization, operation or business of a Fund shall be paid solely out of Fund assets. Any expense borne by the Trust which is not solely attributable to a Fund, nor solely to any other series of shares of the Trust, shall be apportioned in such manner as Administrator determines is fair and appropriate, or as otherwise specified by the Board of Trustees.

6. Expenses Borne by Administrator. Administrator at its own expense shall furnish all executive and other personnel, office space, and office facilities required to render the services set forth in this Agreement. However, Administrator shall not be required to pay or provide any credit for services provided by the Trust's custodian or other agents without additional cost to the Trust.

In the event that Administrator pays or assumes any expenses of the Trust or a Fund not required to be paid or assumed by Administrator under this Agreement, Administrator shall not be obligated hereby to pay or assume the same or similar expense in the future; provided that nothing contained herein shall be deemed to relieve Administrator of any obligation to the Trust or a Fund under any separate agreement or arrangement between the parties.

7. Administration Fee. For the services rendered, facilities provided, and charges assumed and paid by Administrator hereunder, the Trust shall pay to Administrator out of the assets of each Fund fees at the annual rate for such Fund as set forth in Schedule B to this Agreement. For each Fund, the administrative fee shall accrue on each calendar day, and shall be payable monthly on the first business day of the next succeeding calendar month. The daily fee accrual shall be computed by multiplying the fraction of one divided by the number of days in the calendar year by the applicable annual rate of fee, and multiplying this product by the net assets of the Fund, determined in the manner established by the Board of Trustees, as of the close of business on the last preceding business day on which the Fund's net asset value was determined.

8. State Expense Limitation. If for any fiscal year of a Fund, its aggregate operating expenses ("Aggregate Operating Expenses") exceed the applicable percentage expense limit imposed under the securities law and regulations of any state in which Shares of the Fund are qualified for sale (the "State Expense Limit"), the Administrator shall pay such Fund the amount of such excess. For purposes of this State Expense Limit, Aggregate Operating Expenses shall (a) include (i) any fees or expense reimbursements payable to Administrator pursuant to this Agreement and (ii) to the extent the Fund invests all or a portion of its assets in another investment company registered under the 1940 Act, the pro rata portion of that company's operating expenses allocated to the Fund, and (iii) any compensation payable to Administrator pursuant to any separate agreement relating to the Fund's investment operations and portfolio management, but (b) exclude any interest, taxes, brokerage commissions, and other normal charges incident to the purchase, sale or loan of securities, commodity interests or other investments held by the Fund, litigation and indemnification expense, and other extraordinary expenses not incurred in the ordinary course of business. Except as otherwise agreed to by the parties or unless otherwise required by the law or regulation of any state, any reimbursement by Administrator to a Fund under this section shall not exceed the administrative fee payable to Administrator by the Fund under this Agreement.

Any payment to a Fund by Administrator hereunder shall be made monthly, by annualizing the Aggregate Operating Expenses for each month as of the last day of the month. An adjustment for payments made during any fiscal year of the Fund shall be made on or before the last day of the first month following such fiscal year of the Fund if the Annual Operating Expenses for such fiscal year (i) do not exceed the State Expense Limitation or (ii) for such fiscal year there is no applicable State Expense Limit.

9. Non-Exclusivity. The services of Administrator to the Trust hereunder are not to be deemed exclusive and Administrator shall be free to render similar services to others.

10. Standard of Care. Neither Administrator, nor any of its directors, officers or stockholders, agents or employees shall be liable to the Trust, any Fund, or its shareholders for any action taken or thing done by it or its subcontractors or agents on behalf of the Trust or the Fund in carrying out the terms and provisions of this Agreement if done in good faith and without negligence or misconduct on the part of Administrator, its subcontractors, or agents.

11. Indemnification. The Trust shall indemnify and hold Administrator and its controlling persons, if any, harmless from any and all claims, actions, suits, losses, costs, damages, and expenses, including reasonable expenses for counsel, incurred by it in connection with its acceptance of this Agreement, in connection with any action or omission by it or its agents or subcontractors in the performance of its duties hereunder to the Trust, or as a result of acting upon any instruction believed by it to have been executed by a duly authorized agent of the Trust or as a result of acting upon information provided by the Trust in form and under policies agreed to by Administrator and the Trust, provided that: (i) to the extent such claims, actions, suits, losses, costs, damages, or expenses relate solely to a particular Fund or group of Funds, such indemnification shall be only out of the assets of that Fund or group of Funds; (ii) this indemnification shall not apply to actions or omissions constituting negligence or misconduct of Administrator or its agents or subcontractors, including but not limited to willful misfeasance, bad faith, or gross negligence in the performance of their duties, or reckless disregard of their obligations and duties under this Agreement; and (iii) Administrator shall give the Trust prompt notice and reasonable opportunity to defend against any such claim or action in its own name or in the name of Administrator.

Administrator shall indemnify and hold harmless the Trust from and against any and all claims, demands, expenses and liabilities which such Trust may sustain or incur arising out of, or incurred because of, the negligence or misconduct of Administrator or its agents or subcontractors, provided that such Trust shall give Administrator prompt notice and reasonable opportunity to defend against any such claim or action in its own name or in the name of such Trust.

12. Effective Date, Amendment, and Termination. This Agreement shall become effective as to any Fund as of the effective date for that Fund specified in Schedule A hereto and, unless terminated as hereinafter provided, shall remain in effect with respect to such Fund thereafter from year to year so long as such continuance is specifically approved with respect to that Fund at least annually by a majority of the Trustees who are not interested persons of Trust or Administrator.

As to any Trust or Fund of that Trust, this Agreement may be modified or amended from time to time by mutual agreement between the Administrator and the Trust and may be terminated by Administrator or Trust by at least sixty (60) days' written notice given by the terminating party to the other party. Upon termination as to any Fund, the Trust shall pay to Administrator such compensation as may be due under this Agreement as of the date of such termination and shall reimburse Administrator for its costs, expenses, and disbursements payable under this Agreement to such date. In the event that, in connection with a termination, a successor to any of the duties or responsibilities of Administrator hereunder is designated by the Trust by written notice to Administrator, upon such termination Administrator shall promptly, and at the expense of the Trust or Fund with respect to which this Agreement is terminated, transfer to such successor all relevant books, records, and data established or maintained by Administrator under this Agreement and shall cooperate in the transfer of such duties and responsibilities, including provision, at the expense of such Fund, for assistance from Administrator personnel in the establishment of books, records, and other data by such successor.

13. Assignment. Any interest of Administrator under this Agreement shall not be assigned either voluntarily or involuntarily, by operation of law or otherwise, without the prior written consent of Trust.

14. Books and Records. Administrator shall maintain, or oversee the maintenance by such other persons as may from time to time be approved by the Board of Trustees to maintain, the books, documents, records, and data required to be kept by the Trust under the 1940 Act, the laws of the Commonwealth of Massachusetts or such other authorities having jurisdiction over the Trust or the Fund or as may otherwise be required for the proper operation of the business and affairs of the Trust or the Fund (other than those required to be maintained by any investment adviser retained by the Trust on behalf of a Fund in accordance with Section 15 of the 1940 Act).

Administrator will periodically send to the Trust all books, documents, records, and data of the Trust and each of its Funds listed in Schedule A that are no longer needed for current purposes or required to be retained as set forth herein. Administrator shall have no liability for loss or destruction of said books, documents, records, or data after they are returned to such Trust.

Administrator agrees that all such books, documents, records, and data which it maintains shall be maintained in accordance with Rule 31a-3 of the 1940 Act and that any such items maintained by it shall be the property of the Trust. Administrator further agrees to surrender promptly to the Trust any such items it maintains upon request, provided that the Administrator shall be permitted to retain a copy of all such items. Administrator agrees to preserve all such items maintained under Rule 31a-1 for the period prescribed under Rule 31a-2 of the 1940 Act.

Trust shall furnish or otherwise make available to Administrator such copies of the financial statements, proxy statements, reports, and other information relating to the business and affairs of each Fund of the Trust as Administrator may, at any time or from time to time, reasonably require in order to discharge its obligations under this Agreement.

15. Non-Liability of Trustees and Shareholders. Any obligation of Trust hereunder shall be binding only upon the assets of Trust (or the applicable Fund thereof) and shall not be binding upon any Trustee, officer, employee, agent or shareholder of Trust. Neither the authorization of any action by the Trustees or shareholders of Trust nor the execution of this Agreement on behalf of Trust shall impose any liability upon any Trustee or any shareholder.

16. Use of Administrator's Name. The Trust may use its name and the names of its Funds listed in Schedule A or any other name derived from the name "Stein Roe & Farnham" only for so long as this Agreement or any extension, renewal, or amendment hereof remains in effect, including any similar agreement with any organization which shall have succeeded to the business of Administrator as it relates to the services it has agreed to furnish under this Agreement. At such time as this Agreement or any extension, renewal or amendment hereof, or such other similar agreement shall no longer be in effect, Trust will cease to use any name derived from the name "Stein Roe & Farnham" or otherwise connected with Administrator, or with any organization which shall have succeeded to Administrator's business herein described.

17. References and Headings. In this Agreement and in any such amendment, references to this Agreement and all expressions such as "herein," "hereof," and "hereunder" shall be deemed to refer to this Agreement as amended or affected by any such amendments. Headings are placed herein for convenience of reference only and shall not be taken as a part hereof or control or affect the meaning, construction or effect of this Agreement. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.

Dated: August 15, 1995

STEINROE MUNICIPAL TRUST

BY: TIMOTHY K. ARMOUR, President

Attest:
JILAINE HUMMEL BAUER
Secretary

STEIN ROE & FARNHAM INCORPORATED

BY: HANS P. ZIEGLER
Chief Executive Officer

Attest:

                                            Effective Date
                                          -------------------
Stein Roe Municipal Money Market Fund     September 27, 1995
Stein Roe Intermediate Municipals Fund    July 1, 1996
Stein Roe High-Yield Municipals Fund      July 1, 1996
Stein Roe Managed Municipals Fund         July 1, 1996

Dated: July 1, 1996

STEINROE MUNICIPAL TRUST

BY: TIMOTHY K. ARMOUR, President

Attest:
JILAINE HUMMEL BAUER
Secretary

STEIN ROE & FARNHAM INCORPORATED

BY: HANS P. ZIEGLER
Chief Executive Officer

Attest:

assets of the Fund:

         Fund                   Administrative Fee Schedule
- -----------------------------   ----------------------------
Stein Roe Municipal Money       0.250% of first $500 million,
   Market Fund                  0.200% of next $500 million,
                                0.150% thereafter

         Fund                   Administrative Fee Schedule
- -----------------------------   ----------------------------
SteinRoe Intermediate           0.150% of first $100 million,
  Municipals Fund               0.125% of next $100 million,
Stein Roe High-Yield            0.100% thereafter
  Municipals Fund

         Fund                   Administrative Fee Schedule
- -----------------------------   ----------------------------
Stein Roe Managed Municipals    0.150% of first $100 million,
  Fund                          0.125% of next $100 million,
                                0.100% of next $800 million,
                                0.075% thereafter

Dated: July 1, 1996

STEINROE MUNICIPAL TRUST

BY: TIMOTHY K. ARMOUR, President

Attest:
JILAINE HUMMEL BAUER
Secretary

STEIN ROE & FARNHAM INCORPORATED

BY: HANS P. ZIEGLER
Chief Executive Officer

Attest:
JILAINE HUMMEL BAUER
Secretary

EXHIBIT 10

BELL, BOYD & LLOYD

a partnership including professional corporations

Three First National Plaza, Suite 3200 70 West Madison Street
Chicago, Illinois 60602 Telephone (312) 372-1121 TWX/Telex (910) 221-1220

December 20, 1987

SteinRoe Tax-Exempt Income Trust
P.O. Box 1162
Chicago, Illinois 60690

Ladies and Gentlemen:

We have acted as counsel for SteinRoe Tax-Exempt Income Trust (Trust) in connection with the registration under the Securities Act of 1933 (Act) of an indefinite number of shares of beneficial interest, without par value, of each of the following series of the Trust (Series):

SteinRoe Intermediate Municipals SteinRoe High-Yield Municipals SteinRoe Managed Municipals
SteinRoe Tax-Exempt Money Fund

in the registration statement of SteinRoe Intermediate Municipals, Inc., no. 2-99356 on form N-1A (Registration Statement).

In this connection we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, records, certificates and other papers as we deemed it necessary to examine for the purpose of this opinion, including the Agreement and Declaration of Trust (Trust Agreement) and bylaws of the Trust, actions of the board of trustees of the Trust authorizing the issuance of shares of the respective Series, the form of certificates to evidence such shares, and the Registration Statement.

Based on the foregoing examination, we are of the opinion that:

1. The Trust is an unincorporated voluntary association legally organized and validly existing under the laws of the Commonwealth of Massachusetts.

2. Upon the issuance and delivery of the shares of each Series in accordance with the Trust Agreement and the actions of the trustees authorizing the issuance of such shares, and the receipt by the Trust of the authorized consideration therefor, the shares so issued will be validly issued and outstanding, fully paid and nonassessable (although shareholders of such Series may be subject to liability under certain circumstances as described in the prospectus of the Trust included as Part A of the Registration Statement under the caption "Organization and Description of Shares").

In giving this opinion we have relied upon the opinion of Ropes & Gray to you dated December 1, 1987.

We consent to the filing of this opinion as an exhibit to the registration statement. In giving this consent, we do not admit that we are in the category of persons whose consent is required under section 7 of the Act.

Very truly yours,

BELL, BOYD & LLOYD

CSA gf

ROPES & GRAY
225 Franklin Street
Boston, Massachusetts 02110
(617) 423-6100

December 1, 1987

SteinRoe Tax-Exempt Income Trust
P.O. Box 1162
Chicago, Illinois 60690

Gentlemen:

We are furnishing this opinion with respect to the proposed offer and sale from time to time of an indefinite number of shares of beneficial interest (the "Shares") of SteinRoe Tax-Exempt Money Fund, SteinRoe Intermediate Municipals, SteinRoe Managed Municipals and SteinRoe High-Yield Municipals (each a "Portfolio"), each a series of SteinRoe Tax-Exempt Income Trust (the "Trust") being registered under the Securities Act of 1933 by a Post-Effective Amendment to the Registration Statement on Form N-1A of SteinRoe Intermediate Municipals, Inc. that will be assumed by the Trust.

We have acted as Massachusetts counsel for the Trust in connection with its organization and are familiar with the action taken by its trustees to authorize the issuance of the Shares. We have examined its by-laws and its Agreement and Declaration of Trust on file at the Office of the Secretary of the Commonwealth of Massachusetts and we have also examined such other documents as we deem necessary for the purpose of this opinion.

We assume that appropriate action will be taken to register or qualify the sale of the Shares under any applicable state and federal laws regulating sales and offerings of securities and that upon sales of the Shares the Portfolio issuing such Shares will receive the net asset value thereof.

Based upon the foregoing, we are of the opinion that:

1. The Trust is a legally organized and validly existing unincorporated voluntary association under the laws of The Commonwealth of Massachusetts which, unless terminated as provided in its Agreement and Declaration of Trust, shall continue in existence without limitation of time.

2. Each Portfolio is authorized to issue an unlimited number of Shares and upon the issue of any thereof at net asset value and receipt by the Portfolio issuing the Shares of the authorized consideration therefor, the Shares so issued will be validly issued, fully paid and nonassessable by the Portfolio (although shareholders of the Portfolio may be subject to liability under certain circumstances as described in the Prospectus included in the Post-Effective Amendment to the Registration Statement referred to above under the caption "Organization and Description of Shares").

3. Under Massachusetts law, shareholders of the Trust will not be liable personally for contract claims made under any agreement, obligation or undertaking governed by Massachusetts law and containing a disclaimer of such liability or when adequate notice is otherwise given.

We consent to the filing of this opinion with and as part of the Post-Effective Amendment to the Registration Statement of the Trust referred to above.

Very truly yours,

ROPES & GRAY

EXHIBIT 11(a)

BELL, BOYD & LLOYD

a partnership including professional corporations

Three First National Plaza, Suite 3200 70 West Madison Street Chicago, Illinois 60602 Telephone (312) 372-1121 TWX/Telex (910) 221-1220

July 23, 1985

SteinRoe Intermediate Municipals, Inc.
300 West Adams Street
Chicago, Illinois 60606

Standby Commitments

Gentlemen:

You have requested our opinion as to whether interest earned by SteinRoe Intermediate Municipals, Inc. (the "Fund") on municipal securities on which the Fund holds standby commitments is exempt from federal income tax. As we understand it, when the Fund purchases a municipal security, it may obtain a standby commitment, which consists of the right to require the seller to repurchase the security at an agreed-upon price on certain dates or within a specific period.

We also understand that:

1. The Fund is an open-end diversified management investment company organized to seek a high current yield exempt from federal income tax, consistent with the preservation of capital. It attempts to achieve this objective by investing primarily in a diversified portfolio of intermediate-term municipal securities. The Fund intends to comply with the special provisions of the Internal Revenue Code applicable to regulated investment companies and with those provisions of the Code that entitle such a company to pay exempt-interest dividends.

2. The price paid for a standby commitment is in addition to the price of the underlying security, which is purchased at fair market value. The Fund may pay for a standby commitment either by a separate consideration or by paying a higher price for the security to which it relates.

3. The duration of a standby commitment is a period less than the life of the security to which it relates.

4. The Fund's right to exercise a standby commitment is unconditional and unqualified. A standby commitment is not transferable by the Fund and will terminate on the sale or other disposition by the Fund of the security to which it relates. The standby commitment entails no restriction on the sale or disposition by the Fund of the security to which it relates, and the Fund will be entitled to the full benefit of any appreciation in the value of the security without being obligated to account to the issuer of the standby commitment. There is no agreement, either formal or informal, expressed or implied, giving the seller a right to reacquire the securities to which the standby commitment relates. The seller has no rights in the securities purchased by the Fund and, to the Fund's knowledge, will not be soliciting buyers for the securities for its account while the securities are held by the Fund.

5. The Fund intends to enter into standby commitments solely to increase portfolio liquidity in order (a) to facilitate redemptions of Fund shares on demand by Fund shareholders and (b) to provide flexibility in disposing of portfolio securities acquired with a view to their disposition before maturity. The Fund will not obtain standby commitments with a view to exercising them at a time when the exercise price may exceed the current value of the underlying securities. If the exercise price of a standby commitment held by the Fund should exceed the current value of the underlying securities, the Fund may refrain from exercising the standby commitment in order to avoid causing the issuer of the standby commitment to sustain a loss and thereby jeopardizing the Fund's business relationship with the issuer.

The principal issue in determining the income tax treatment of interest earned on a municipal security on which the Fund holds a standby commitment is whether the Fund will be treated as the owner of the municipal security. Because of the factual nature of the issue, it is often difficult to determine which party to a transaction will be considered the owner of the property involved. As a general rule, however, the party that bears the economic burdens and benefits of ownership will be considered the owner for income tax purposes. In making that determination, two significant factors of ownership are (a) which party to the transaction has the right to dispose of the property, and (b) which party bears the risk of profit or loss with respect to the property.

Based on the foregoing and our examination of the pertinent court decisions and rulings issued by the Internal Revenue Service, it is our opinion that, under existing law, the interest earned by the Fund on otherwise tax-exempt municipal securities purchased by the Fund will be exempt from federal income tax notwithstanding the fact that the Fund holds standby commitments on such securities as described above.

We consent to the filing of this opinion as an exhibit to the Fund's registration statement on form N-1A under the Securities Act of 1933 and under the Investment Company Act of 1940 and to the reference made to us in the registration statement under the caption "Investment Policies" in the Supplemental Information Statement filed as part B thereof.

Very truly yours,

BELL, BOYD & LLOYD

ARB sir

EXHIBIT 11(b)

CONSENT

We hereby consent to the use of the name Morningstar, Inc. and to the inclusion or reference of any Morningstar, Inc. mutual fund ratings, rankings and other information in or made a part of the Registration Statement of the SteinRoe Municipal Trust on Form N-1A or in any advertisement under Rule 482 under the Securities Act of 1933.

1/16/92                           [SIGNATURE OF PRESIDENT]
Date                              Signature

                                  President
                                  Title

Exhibit 11(c)

CONSENT OF INDEPENDENT AUDITORS

We consent to the references to our firm under the captions "Financial Highlights" and "Independent Auditors" and to the incorporation by reference of our report dated August 8, 1996 with respect to Stein Roe Municipal Money Market Fund, Stein Roe Intermediate Municipals Fund, Stein Roe Managed Municipals Fund, Stein Roe High-Yield Municipals Fund and SR&F Municipal Money Market Portfolio in the Registration Statement (Form N-1A) and related Prospectus of Stein Roe Municipal Trust, filed with the Securities and Exchange Commission in this Post-Effective Amendment No. 21 to the Registration Statement under the Securities Act of 1933 (Registration No. 2-99356) and in this Amendment No. 22 to the Registration Statement under the Investment Company Act of l940 (Registration No. 811-4367).

ERNST & YOUNG LLP

Chicago, Illinois
August 28, 1996

                           As of December 31, 1987

                Initial
                Investment                         TOTAL
Total Return    Date         DIST +/- APP (DEPR) = RETURN  +  PRINC  =  ERV
- -------------  ------------  -------- ------------ -------   ------    -----
1 Year          12/31/86     $55.78    (36.44)      19.34   1,000.00   1,019.34
Inception       10/09/85    $136.35     36.05      172.40   1,000.00   1,172.40
- --------------------------------------------------------------------------------

                Initial                              TR%
Total Return    Investment
Percentage      Date            ERV     PRINC       (ERV/PRINC)-1
- -------------  ------------   ------    ------      -------------
1 Year          12/31/86     1,019.34  $1,000.00       1.93%
Inception       10/09/85     1,172.40  $1,000.00      17.24%
- --------------------------------------------------------------------------------

Average         Initial                      AATR%
Annual Total    Investment                                          n
Return %        Date              P           T         n     P(1+T) = ERV
- ------------    -----------   ----------   ---------  ------  -------------
1 Year          12/31/86      $1,000.00      1.93%      1         $1,019.34
Inception       10/09/85      $1,000.00      7.37%      2.23      $1,172.40
- --------------------------------------------------------------------------------

                           As of December 31, 1987

                Initial
                Investment                         TOTAL
Total Return    Date         DIST +/- APP (DEPR) = RETURN  +  PRINC  =  ERV
- -------------  ------------  -------- ------------ -------   ------    -----
1 Year          12/31/86      $83.26    (84.90)    (1.64)    1,000.00    998.36
Inception       03/05/84     $437.08    109.94    547.02     1,000.00  1,547.02
- --------------------------------------------------------------------------------

                Initial                              TR%
Total Return    Investment
Percentage      Date            ERV     PRINC       (ERV/PRINC)-1
- -------------  ------------   ------    ------      -------------
1 Year          12/31/86       998.36   $1,000.00       -0.16%
Inception       03/05/84     1,547.02   $1,000.00       54.70%
- --------------------------------------------------------------------------------

Average         Initial                      AATR%
Annual Total    Investment                                          n
Return %        Date              P           T         n     P(1+T) = ERV
- ------------    -----------   ----------   ---------  ------  -------------
1 Year          12/31/86      $1,000.00      -0.16%    1          $998.36

                           As of December 31, 1987

                Initial
                Investment                         TOTAL
Total Return    Date         DIST +/- APP (DEPR) = RETURN  +  PRINC  =  ERV
- -------------  ------------  -------- ------------ -------   ------    -----
1 Year          12/31/86      $83.40    (79.57)      3.83   $1,000.00  1,003.83
5 Year          12/31/82     $740.15    115.18     855.33   $1,000.00  1,855.33
10 Year         12/31/77   $1,184.97   (107.08)  1,077.89   $1,000.00  2,077.89
- --------------------------------------------------------------------------------

                Initial                              TR%
Total Return    Investment
Percentage      Date            ERV     PRINC       (ERV/PRINC)-1
- -------------  ------------   ------    ------      -------------
1 Year          12/31/86     1,003.83  $1,000.00        0.38%
5 Year          12/31/82     1,855.33  $1,000.00       85.53%
10 Year         12/31/77     2,077.89  $1,000.00      107.79%
- --------------------------------------------------------------------------------

Average         Initial                      AATR%
Annual Total    Investment                                          n
Return %        Date              P           T         n     P(1+T) = ERV
- ------------    -----------   ----------   ---------  ------  -------------
1 Year          12/31/86      $1,000.00      0.38%      1     $1,003.83
5 Year          12/31/82      $1,000.00     13.16%      5     $1,855.33
10 Year         12/31/77      $1,000.00      7.59%     10     $2,077.89
- --------------------------------------------------------------------------------

                           As of June 30, 1988

                Initial
                Investment                         TOTAL
Total Return    Date         DIST +/- APP (DEPR) = RETURN  +  PRINC  =  ERV
- -------------  ------------  -------- ------------ -------   ------    -----
Quarter         03/31/88     $10.49     0.00       10.49    1,000.00   1,010.49
1 Year          06/30/87     $43.12     0.00       43.12    1,000.00   1,043.12
5 Year          06/30/83    $256.14     0.00      256.14    1,000.00   1,256.14
Inception       03/15/83    $273.59     0.00      273.59    1,000.00   1,273.59
- --------------------------------------------------------------------------------

                Initial                              TR%
Total Return    Investment
Percentage      Date            ERV     PRINC       (ERV/PRINC)-1
- -------------  ------------   ------    ------      -------------
Quarter         03/31/88     1,010.49  $1,000.00      1.05%
1 Year          06/30/87     1,043.12  $1,000.00      4.31%
5 Year          06/30/83     1,256.14  $1,000.00     25.61%
Inception       03/15/83     1,273.59  $1,000.00     27.36%
- --------------------------------------------------------------------------------

Average         Initial                      AATR%
Annual Total    Investment                                          n
Return %        Date              P           T         n     P(1+T) = ERV
- ------------    -----------   ----------   ---------  ------  -------------
1 Year          06/30/87      $1,000.00     4.31%       1       $1,043.12
5 Year          06/30/83      $1,000.00     4.67%       5       $1,256.14
Inception       03/15/83      $1,000.00     4.67%       5.296   $1,273.59
- --------------------------------------------------------------------------------

12/31/87

                           Dividend
                           Declared
     Date                  Per Share
- --------------------       ----------
December 31, 1987         0.000155965
December 30, 1987         0.000148933
December 29, 1987         0.000141761
December 25-28, 1987      0.000561033
                          -----------
Seven Day Total           0.001007692
                          -----------
                          -----------

Computations:

                     0.001007692          365
Current Yield =      -----------    x     ----    =  5.25%
                          1                7


                                    365/7
Effective Yield =    1 + .001007692
                   --------------           -  1  = 5.39%
                          1

SteinRoe Tax-Exempt Income Trust Yield Calculation June 30, 1988

The Yield formula is as follows:

Where:  a =  dividends and interest earned during the period.
        b  = expenses accrued for the period (net of reimbursements).
        c  = the average daily number of shares outstanding during the period
             that were entitled to receive dividends.
        d  = the ending net asset value of the Fund for the period.

Notes
(1) Interest earned during the period is calculated in accordance with the methods described under Item 22(b)(ii) of Form N-1A, including the methods of using:

(a) the yield to maturity based on par value (plus accrued interest) for a tax-exempt obligation issued without original issue discount and having a current market discount;

(b) the yield to maturity based on the then-remaining portion of original issue discount (plus accrued interest) for a tax-exempt obligation with original issue discount, where the discount based on the current market value exceeds the then-remaining portion of original issue discount (market discount); and

(c) the yield to maturity based on the market value (plus accrued interest) for a tax-exempt obligation with original issue discount, where the discount based on the current market value is less than the then-remaining portion of original issue discount (market premium).

For the above calculations, the Fund will recalculate the yield to maturity for each tax-exempt obligation on each business day on which the net asset value is calculated. In addition, for each obligation with a call provision(s), yields are based on the lower of the calculated yield to call or yield to maturity.

(2) Yields for the Funds' will be computed on each business day.

The yields of the Funds for the 30-day period ended June 30, 1988 were computed as follows:

Intermediate Municipals Yield=2[(525,580-63,406/9,279,564 * 10.43) -1]=5.80%

Managed Municipals Yield=2[(2,843,718 - 225,795/54,236,184 * 8.61) -1=6.82%

High-Yield 6 Municipals Yield=2[(1,390,050-131,615/17,467,056 * 11.37) -1]=7.72%