SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section
14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, For Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
LIBERTY - STEIN ROE FUNDS INCOME TRUST
LIBERTY - STEIN ROE FUNDS MUNICIPAL TRUST
LIBERTY - STEIN ROE FUNDS INVESTMENT TRUST
LIBERTY - STEIN ROE ADVISOR TRUST
LIBERTY - STEIN ROE FUNDS TRUST
LIBERTY - STEIN ROE INSTITUTIONAL FLOATING RATE INCOME FUND
LIBERTY FLOATING RATE FUND
________________________________________________
(Name of Registrant as Specified In Its Charter)
_______________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ X ] No fee required.
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pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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registration statement number, or the form or schedule and the date
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STEIN ROE MUTUAL FUNDS
One Financial Center, Boston, Massachusetts 02111-2621
(617) 426-3750
Dear Shareholder:
The Funds listed in the Notice of Special Meetings of Shareholders, will hold
special meetings on December 27, 2000 to vote on the proposals listed in the
proxy statement. The Notice of Special Meetings of Shareholders appears on the
next few pages, followed by the proxy statement which explains in more detail
the proposals to be considered. We urge you to vote your shares at your earliest
convenience.
YOUR VOTE IS IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES YOU OWN. YOU CAN VOTE
EASILY AND QUICKLY BY MAIL, BY TOLL-FREE TELEPHONE CALL, BY FAX (NOT AVAILABLE
FOR ALL SHAREHOLDERS; REFER TO ENCLOSED INSERT) OR IN PERSON. PLEASE HELP YOUR
STEIN ROE MUTUAL FUND AVOID THE EXPENSE OF A FOLLOW-UP MAILING BY VOTING TODAY!
The Stein Roe Mutual Funds are using Shareholder Communications Corporation
(SCC), a professional proxy solicitation firm, to assist shareholders in the
voting process. As the date of the special meetings approaches, if we have not
yet received your vote, you may receive a telephone call from SCC reminding you
to exercise your right to vote.
Please take a few moments to review the details of each proposal. If you have
any questions regarding the proxy statement, please feel free to call SCC
toll-free at 1-877-518-9416 between the hours of 9:00 a.m. and 11:00 p.m.
Eastern time.
We appreciate your participation and prompt response in these matters and thank
you for your continued support.
Sincerely,
/s/ STEPHEN E GIBSON
Stephen E. Gibson, President
November 22, 2000
G-60/599D-1000
<PAGE>
NOTICE OF SPECIAL MEETINGS OF SHAREHOLDERS
TO BE HELD ON DECEMBER 27, 2000
LIBERTY - STEIN ROE FUNDS INVESTMENT LIBERTY - STEIN ROE FUNDS MUNICIPAL
TRUST TRUST
Stein Roe Balanced Fund Stein Roe Intermediate Municipals
Stein Roe Asia Pacific Fund Fund
Liberty Growth Investor Fund Stein Roe High-Yield Municipals
(including Stein Roe Growth Fund (including Liberty High
Investor Fund, Class S) Income Municipals Fund,
Stein Roe Growth Stock Fund Class A)
Liberty Midcap Growth Fund Stein Roe Municipal Money Market Fund
(including Stein Roe Midcap Stein Roe Managed Municipals Fund
Growth Fund, Class S)
Stein Roe Focus Fund (including
Liberty Focus Fund, Class A)
Stein Roe Capital Opportunities LIBERTY - STEIN ROE FUNDS TRUST
Fund (including Liberty Capital Stein Roe Institutional Client High Yield
Opportunities Fund, Class A) Fund
Stein Roe Small Company Growth
Fund (including Liberty Small
Company Growth Fund, Class A)
Stein Roe Young Investor Fund
Stein Roe International Fund
LIBERTY - STEIN ROE ADVISOR TRUST
LIBERTY - STEIN ROE FUNDS INCOME
TRUST Liberty Young Investor Fund
Liberty Growth Stock Fund
Stein Roe Income Fund (including Stein Roe Advisor High - Yield
Liberty Income Bond Fund, Municipals Fund
Class A) Stein Roe Advisor Intermediate Bond
Stein Roe Intermediate Bond Fund Fund
(including Liberty Intermediate
Bond Fund, Class A) LIBERTY - STEIN ROE INSTITUTIONAL
Stein Roe High Yield Fund FLOATING RATE INCOME FUND
(including Liberty High Yield
Bond Fund, Class A) LIBERTY FLOATING RATE FUND
Stein Roe Cash Reserves Fund
<PAGE>
NOTICE IS HEREBY GIVEN that Special Meetings of Shareholders (Meetings) of the
Funds listed above will be held at the offices of the Liberty Family of Mutual
Funds (Liberty Funds), One Financial Center, Boston, Massachusetts on Wednesday,
December 27, 2000, at 10:00 a.m. Eastern Time. The purpose of the Meetings is to
consider and act upon the following proposals:
1. Shareholders of each Fund: (a) To elect Boards of Trustees for the
respective Funds' Trust, and (b), if applicable, to elect a Board of
Trustees to the SR&F Base Trust, and (c), for shareholders of the
Liberty Floating Rate Fund and Liberty - Stein Roe Institutional
Floating Rate Income Fund, to elect a Board of Managers of Stein Roe
Floating Rate Limited Liability Company;
2. Shareholders of Stein Roe International Fund on behalf of SR&F
International Portfolio: To approve a new portfolio management
agreement with Newport Fund Management, Inc.;
3. Shareholders of Stein Roe Balanced Fund on behalf of SR&F Balanced
Portfolio: To approve a new sub-advisory agreement with Unibank
Securities, Inc.;
4. Shareholders of Stein Roe Income Fund, Stein Roe High Yield Fund,
Stein Roe Intermediate Bond Fund, Stein Roe Cash Reserves Fund,
Stein Roe Intermediate Municipals Fund, Stein Roe High - Yield
Municipals Fund, Stein Roe Municipal Money Market Fund, Stein Roe
Managed Municipals Fund, Stein Roe Institutional Client High Yield
Fund, Liberty Floating Rate Fund, Liberty - Stein Roe Institutional
Floating Rate Income Fund, Stein Roe Advisor Intermediate Bond Fund
and Stein Roe Advisor High - Yield Municipals Fund: (a) To
reclassify the fundamental investment restriction on the purchase of
securities on margin as non-fundamental, and (b) through (h), if
applicable, to reclassify a similar restriction for their respective
Fund's SR&F Base Trust Portfolio and for the Stein Roe Floating Rate
Limited Liability Company;
5. Shareholders of Stein Roe Intermediate Municipals Fund, Stein Roe
High - Yield Municipals Fund, Stein Roe Municipal Money Market Fund,
Stein Roe Managed Municipals Fund and Stein Roe Advisor High - Yield
Municipals Fund: (a) To reclassify the fundamental investment
restriction on pledging securities as non-fundamental, and (b) and
(c), if applicable, to reclassify a similar restriction for their
respective Fund's SR&F Base Trust Portfolio;
6. Shareholders of Stein Roe Intermediate Municipals Fund, Stein Roe
High--Yield Municipals Fund, Stein Roe Municipal Money Market Fund,
Stein Roe Managed Municipals Fund, Stein Roe Advisor Intermediate
Bond Fund and Stein Roe Advisor High - Yield Municipals Fund: (a)
To reclassify the fundamental investment restriction on the purchase
of securities from affiliates of a fund as non-fundamental, and (b)
and (c), if applicable, to reclassify a similar restriction for the
respective Fund's SR&F Base Trust Portfolio;
7. Shareholders of Stein Roe Municipal Money Market Fund and Stein Roe
Managed Municipals Fund: (a) To reclassify the fundamental
investment restriction on the purchase of "other securities" as
non-fundamental, and (b) to reclassify a similar restriction for the
SR&F Municipal Money Market Portfolio of SR&F Base Trust;
8. Shareholders of Each Fund: (a) To modify the fundamental investment
restriction relating to borrowing, and (b), if applicable, to modify
a similar restriction for their respective Fund's SR&F Base Trust
Portfolio or Stein Roe Floating Rate Limited Liability Company;
9. To transact such other business as may properly come before the
Meetings or any adjournment thereof.
By order of the Boards,
William J. Ballou, Assistant Secretary
November 22, 2000
NOTICE: YOUR VOTE IS IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES YOU
OWN. YOU CAN VOTE EASILY AND QUICKLY BY MAIL, BY TOLL-FREE
TELEPHONE CALL, BY FAX (NOT AVAILABLE FOR ALL SHAREHOLDERS;
REFER TO ENCLOSED INSERT) OR IN PERSON. PLEASE HELP YOUR
STEIN ROE MUTUAL FUND AVOID THE EXPENSE OF A FOLLOW-UP MAILING
BY VOTING TODAY!
<PAGE>
SPECIAL MEETINGS OF SHAREHOLDERS
STEIN ROE MUTUAL FUNDS
PROXY STATEMENT
General Information
November 22, 2000
This proxy statement, which is divided into the following four parts, is a
combined proxy statement for all of the Funds listed in the Notice of Special
Meetings of Shareholders:
Part 1. Overview. Page 4
Part 2. Proposals. Page 15
Part 3. Information Regarding Voting and Shareholder
Meetings. Page 42
Part 4. Fund Information. Page 45
If at any time you have questions regarding the information contained in the
proxy statement, please call SCC toll-free at 1-877-518-9416 between the hours
of 9:00 a.m. and 11:00 p.m. Eastern time. This proxy statement was first mailed
to shareholders on or about November 22, 2000.
PART 1. OVERVIEW.
The Boards of Trustees of the Trusts or Funds named in all capital letters in
the Notice of Special Meetings of Shareholders, the Board of Trustees of SR&F
Base Trust and the Board of Managers of Stein Roe Floating Rate Limited
Liability Company (the Trusts), have called the Meetings for the purposes
described in the accompanying Notice of Special Meetings of Shareholders and as
summarized below. The purpose of this proxy statement is to provide you with
additional information regarding the proposals to be voted on at the Meetings
and to request your proxy to vote in favor of the proposals.
Throughout this proxy statement, the Funds listed in the Notice of Special
Meetings of Shareholders, which are managed by Stein Roe & Farnham Incorporated
(SR&F), are referred to collectively as the "Stein Roe Mutual Funds." The Boards
of Trustees are referred to as "Boards."
Certain of the Funds named in this proxy statement and Notice of Special Meeting
are part of what is called a Master Fund/Feeder Fund structure. In this
structure, a "master fund" (Master Fund) is established and offers its shares
only to other mutual funds (Feeder Fund), which have identical boards of
trustees or managers, investment objectives and investment restrictions as the
Master Fund. The Feeder Fund offers its shares to investors and, rather than
investing directly in portfolio securities, the Feeder Fund seeks to achieve its
investment objectives generally by investing exclusively in shares of the Master
Fund.
In a Master Fund/Feeder Fund arrangement, when a matter requires the vote of the
shareholders of the Master Fund, the Feeder Fund will vote shares
proportionately in accordance with the votes cast by the shareholders on a
similar proposal for the Feeder Fund. This in effect allows the Feeder Fund
shareholders to have the same voting rights as if they were direct shareholders
of the Master Fund.
In this proxy statement, the Master Funds are either separate series of the SR&F
Base Trust, or Stein Roe Floating Rate Limited Liability Company. Shares of the
Master Funds are offered only to the Feeder Funds. References to Feeder Funds
(or Funds) relate to each Fund named in this proxy statement in which
shareholders directly invest. Certain proposals in this proxy statement will
require that shareholders not only cast a vote for or against a particular
matter that affects their Fund, but also that shareholders either (i) cast a
vote for or against the same proposal for the Portfolio or Master Fund in which
their Fund invests, or (ii) authorize their Fund to cast a proportionate vote on
behalf of the Fund's shareholders in accordance with the shareholder votes
received by the Fund on the same proposal. If shareholders vote the same for
their Fund and their Portfolio, or vote to authorize their Fund to vote the same
on their behalf, a vote cast for or against a proposal for a Fund will in turn
be a vote for or against the same proposal for the Portfolio or Master Fund in
which the Fund invests or for the Trust under which the Portfolio is
established.
The following table lists the proposals, the affected Funds and the page of the
proxy statement where the proposals are discussed in greater detail:
------------------------------- --------------------------------- -----------
Stein Roe Mutual Fund Whose
Shareholders are Entitled to Table of
Proposals Vote Contents
------------------------------- --------------------------------- -----------
------------------------------- --------------------------------- -----------
1.(a) To elect a Board of Each Fund named in the Notice Page 15
Trustees. of Special Meeting
------------------------------- --------------------------------- -----------
------------------------------- --------------------------------- -----------
(b) To elect a Board of Stein Roe Income Fund Page 15
Trustees for SR&F Base Trust. Stein Roe Municipal Money
Market Fund
Stein Roe High - Yield
Municipals Fund
Stein Roe Advisor High -
Yield Municipals Fund
Stein Roe Cash Reserves Fund
Stein Roe Intermediate Bond
Fund
Stein Roe Advisor Intermediate
Bond Fund
Stein Roe High Yield Fund
Stein Roe Balanced Fund
Stein Roe Growth Stock Fund
Stein Roe Young Investor
Fund
Stein Roe International Fund
Liberty Growth Stock Fund
Liberty Growth Investor Fund
Liberty Young Investor Fund
------------------------------- --------------------------------- -----------
------------------------------- --------------------------------- -----------
(c) To elect a Board of Liberty Floating Rate Fund Page 15
Managers for Stein Roe Liberty - Stein Roe
Floating Rate Limited Institutional Floating Rate
Liability Company. Income Fund
------------------------------- --------------------------------- -----------
------------------------------- --------------------------------- -----------
2. To approve a new Stein Roe International Fund Page 22
portfolio management (on behalf of SR&F
agreement with Newport Fund International Portfolio)
Management, Inc.
------------------------------- --------------------------------- -----------
------------------------------- --------------------------------- -----------
3. To approve a new Stein Roe Balanced Fund (on Page 28
sub-advisory agreement with behalf of SR&F Balanced
Unibank Securities, Inc. Portfolio)
------------------------------- --------------------------------- -----------
<PAGE>
------------------------------- --------------------------------- -----------
4.(a) To reclassify the Stein Roe Income Fund Page 33
fundamental investment Stein Roe High Yield Fund
restriction prohibiting the Stein Roe Intermediate Bond
purchase of securities on Fund
margin as non-fundamental. Stein Roe Cash Reserves Fund
Stein Roe Intermediate
Municipals Fund
Stein Roe High - Yield
Municipals Fund
Stein Roe Municipal Money
Market Fund
Stein Roe Managed Municipals
Fund
Stein Roe Institutional Client
High Yield Fund
Stein Roe Advisor Intermediate
Bond Fund
Stein Roe Advisor High - Yield
Municipals Fund
Liberty Floating Rate Fund
Liberty - Stein Roe
Institutional Floating Rate
Income Fund
------------------------------- --------------------------------- -----------
------------------------------- --------------------------------- -----------
(b) To approve a similar Stein Roe Income Fund Page 33
reclassification of the
fundamental investment
restriction prohibiting the
purchase of securities on
margin for the SR&F Income
Portfolio of SR&F Base Trust.
------------------------------- --------------------------------- -----------
------------------------------- --------------------------------- -----------
(c) To approve a similar Stein Roe High Yield Fund Page 33
reclassification of the
fundamental investment
restriction prohibiting the
purchase of securities on
margin for the SR&F High
Yield Portfolio of SR&F Base
Trust.
------------------------------- --------------------------------- -----------
------------------------------- --------------------------------- -----------
(d) To approve a similar Stein Roe Intermediate Bond Page 33
reclassification of the Fund
fundamental investment
restriction prohibiting the
purchase of securities on
margin for the SR&F
Intermediate Bond Portfolio
of SR&F Base Trust.
------------------------------- --------------------------------- -----------
<PAGE>
------------------------------- --------------------------------- -----------
(e) To approve a similar Stein Roe Cash Reserves Fund Page 33
reclassification of the
fundamental investment
restriction prohibiting
the purchase of securities
on margin for the SR&F Cash
Reserves Portfolio of SR&F
Base Trust.
------------------------------- --------------------------------- -----------
------------------------------- --------------------------------- -----------
(f) To approve a similar Stein Roe High - Yield Page 33
reclassification of the Municipals Fund
fundamental investment Stein Roe Advisor High -Yield
restriction prohibiting the Municipals Fund
purchase of securities on
margin for the SR&F High -
Yield Municipals Portfolio
of SR&F Base Trust.
------------------------------- --------------------------------- -----------
------------------------------- --------------------------------- -----------
(g) To approve a similar Stein Roe Municipal Money Page 33
reclassification of the Market Fund
fundamental investment
restriction prohibiting the
purchase of securities on
margin for the SR&F Municipal
Money Market Portfolio of
SR&F Base Trust.
------------------------------- --------------------------------- -----------
------------------------------- --------------------------------- -----------
(h) To approve a similar Liberty Floating Rate Fund Page 33
reclassification of the Liberty - Stein Roe
fundamental investment Institutional Floating Rate
restriction prohibiting the Income Fund
purchase of securities on
margin for the Stein Roe
Floating Rate Limited
Liability Company.
------------------------------- --------------------------------- -----------
<PAGE>
------------------------------- --------------------------------- -----------
5.(a) To reclassify the Stein Roe Intermediate Page 35
fundamental investment Municipals Fund
restriction prohibiting Stein Roe High - Yield
pledging securities as Municipals Fund
non-fundamental. Stein Roe Municipal Money
Market Fund
Stein Roe Managed Municipals
Fund
Stein Roe Advisor High - Yield
Municipals Fund
------------------------------- --------------------------------- -----------
------------------------------- --------------------------------- -----------
(b) To approve a similar Stein Roe High - Yield Page 35
reclassification of the Municipals Fund
fundamental investment Stein Roe Advisor High - Yield
restriction prohibiting Municipals Fund
pledging securities for the
SR&F High - Yield Municipals
Portfolio of SR&F Base Trust.
------------------------------- --------------------------------- -----------
------------------------------- --------------------------------- -----------
(c) To approve a similar Stein Roe Municipal Money Page 35
reclassification of the Market Fund
fundamental investment
restriction prohibiting
pledging securities for the
SR&F Municipal Money Market
Portfolio of SR&F Base Trust.
------------------------------- --------------------------------- -----------
------------------------------- --------------------------------- -----------
6.(a) To reclassify the Stein Roe Intermediate Page 37
fundamental investment Municipals Fund
restriction prohibiting the Stein Roe High - Yield
purchase of securities from Municipals Fund
affiliates of the fund as Stein Roe Municipal Money
non-fundamental. Market Fund
Stein Roe Managed Municipals
Fund
Stein Roe Advisor Intermediate
Bond Fund
Stein Roe Advisor High - Yield
Municipals Fund
------------------------------- --------------------------------- -----------
<PAGE>
------------------------------- --------------------------------- -----------
(b) To approve a similar Stein Roe High - Yield Page 37
reclassification of the Municipals Fund
fundamental investment Stein Roe Advisor High -
restriction prohibiting the Yield Municipals Fund
purchase of securities from
affiliates of the fund for the
SR&F High - Yield
Municipals Portfolio of SR&F
Base Trust.
------------------------------- --------------------------------- -----------
------------------------------- --------------------------------- -----------
(c) To approve a Stein Roe Municipal Money Page 37
reclassification of the Market Fund
fundamental investment
restriction prohibiting the
purchase of securities from
affiliates of the fund for
the SR&F Municipal Money
Market Portfolio of SR&F Base
Trust.
------------------------------- --------------------------------- -----------
------------------------------- --------------------------------- -----------
7.(a) To reclassify the Stein Roe Municipal Money Page 38
fundamental investment Market Fund
restriction prohibiting the Stein Roe Managed Municipals
purchase of "other Fund
securities" as
non-fundamental.
------------------------------- --------------------------------- -----------
<PAGE>
------------------------------- --------------------------------- -----------
(b) To approve a similar Stein Roe Municipal Money Page 38
reclassification of the Market Fund
fundamental investment
restriction prohibiting the
purchase of "other
securities" for the SR&F
Municipal Money Market
Portfolio of SR&F Base Trust.
------------------------------- --------------------------------- -----------
------------------------------- --------------------------------- -----------
8.(a) To modify the Each Fund named in the Notice Page 39
fundamental investment of Special Meeting
restriction relating to
borrowing.
------------------------------- --------------------------------- -----------
------------------------------- --------------------------------- -----------
(b). To approve a similar Stein Roe Balanced Fund Page 39
modification to the Stein Roe Growth Stock Fund
fundamental investment Stein Roe International Fund
restriction relating to Stein Roe Young Investor
borrowing for the respective Fund
portfolio of SR&F Base Trust Stein Roe High Yield Fund
or Stein Roe Floating Rate Stein Roe Income Fund
Limited Liability Company. Stein Roe Intermediate Bond
Fund
Stein Roe Advisor Intermediate
Bond Fund
Stein Roe High - Yield
Municipals Fund
Stein Roe Advisor High - Yield
Municipals Fund
Stein Roe Cash Reserves Fund
Stein Roe Municipal Money
Market Fund
Liberty Growth Investor Fund
Liberty Growth Stock Fund
Liberty Young Investor Fund
Liberty Floating Rate Fund
Liberty - Stein Roe
Institutional
Floating Rate Income Fund
------------------------------- --------------------------------- -----------
VOTING PROCESS.
You can vote in any one of the following ways:
a. By telephone, by dialing toll-free, 1-877-518-9416;
b. By mail, by filling out and returning the enclosed proxy card;
c. By fax (not available for all shareholders; refer to enclosed
insert); or
d. In person at the Meetings.
Shareholders who owned shares on the Record Date, September 29, 2000, are
entitled to vote at the Meetings. If you choose to vote by mail or by fax, and
you are an individual account owner, please sign exactly as your name appears on
the proxy card. Either owner of a joint account may sign the proxy card, but the
signer's name must exactly match the name that appears on the card. Whichever
method you choose, please carefully read the proxy statement which outlines in
more detail the proposals you are asked to vote on.
Set forth below is a summary of each proposal that the respective Boards
recommend that you consider:
PROPOSAL 1. ELECT BOARDS OF TRUSTEES.
We ask that you consider the election of eleven nominees as members of each
Board. The nominees will serve as trustees of each Trust until the next meetings
of shareholders or until a successor is elected, or until death, resignation,
removal or retirement.
Shareholders of the Feeder Funds will also be asked to authorize their Fund to
cast votes for the election of a Board of Trustees of the SR&F Base Trust, or
for certain Feeder Funds the election of a Board of Managers of the Stein Roe
Floating Rate Limited Liability Company.
PROPOSAL 2. APPROVE A NEW PORTFOLIO MANAGEMENT AGREEMENT WITH NEWPORT
FUND MANAGEMENT, INC.
We ask that shareholders of Stein Roe International Fund (on behalf of SR&F
International Portfolio, a series of the SR&F Base Trust, and the portfolio in
which the Stein Roe International Fund invests its assets) approve a new
portfolio management agreement with Newport Fund Management, Inc. with the same
fees and terms as the portfolio management agreement currently in place with
Stein Roe & Farnham Incorporated (SR&F).
<PAGE>
PROPOSAL 3. APPROVE A NEW SUB-ADVISORY AGREEMENT WITH UNIBANK
SECURITIES, INC.
We ask that shareholders of Stein Roe Balanced Fund (on behalf of SR&F Balanced
Portfolio, a series of the SR&F Base Trust, and the portfolio in which the Stein
Roe Balanced Fund invests its assets) approve a new sub-advisory agreement with
Unibank Securities, Inc. to provide management services to SR&F with respect to
a portion of the SR&F Balanced Portfolio's assets.
PROPOSALS 4 THROUGH 8. As described in the following proposals, the Trustees are
recommending that shareholders approve a number of changes to certain Funds'
fundamental investment restrictions, including the reclassification of certain
of these restrictions as "non-fundamental." The purpose of these changes is to
standardize the investment restrictions of all of the Stein Roe Mutual Funds
and, in certain cases, to increase the Funds' investment flexibility. By
standardizing investment restrictions for all of the Stein Roe Mutual Funds,
SR&F will be able to more easily manage each Fund in compliance with its
investment policies. Most of these changes will have no effect on the way your
Fund is managed given the Fund's current investment objective and policies.
Several of the proposals request that certain fundamental investment
restrictions be made non-fundamental. A vote for these proposals will allow the
Board of the respective Trust subsequently to modify or eliminate these
restrictions without any additional shareholder approval.
The adoption of any of these proposals is not contingent on the adoption of any
other proposal.
<PAGE>
PROPOSAL 4. APPROVE THE RECLASSIFICATION OF THE FUNDAMENTAL INVESTMENT
RESTRICTION ON THE PURCHASE OF SECURITIES ON MARGIN AS
NON-FUNDAMENTAL.
Each of Stein Roe Income Fund, Stein Roe High Yield Fund, Stein Roe Intermediate
Bond Fund, Stein Roe Cash Reserves Fund, Stein Roe Intermediate Municipals Fund,
Stein Roe High - Yield Municipals Fund, Stein Roe Municipal Money Market Fund,
Stein Roe Managed Municipals Fund, Stein Roe Institutional Client High Yield
Fund, Liberty Floating Rate Fund, Liberty - Stein Roe Institutional Floating
Rate Income Fund, Stein Roe Advisor Intermediate Bond Fund and Stein Roe Advisor
High - Yield Municipals Fund has adopted a fundamental investment restriction
prohibiting the purchase of securities on margin, except for the use of
short-term credit necessary for clearance of purchases and sales of portfolio
securities. The Stein Roe Intermediate Municipals Fund, Stein Roe Managed
Municipals Fund and Stein Roe High - Yield Municipals Fund may make margin
deposits in connection with futures and options transactions. This restriction
was made a restriction because of regulatory and business conditions at the
time. With the passage of time and the change in regulatory standards, this
restriction is no longer required to be stated as a fundamental restriction.
Therefore, in order to simplify and modernize the Funds' investment
restrictions, the respective Boards recommend reclassifying this restriction as
"non-fundamental."
Shareholders of certain Funds will also be asked to authorize their Fund to
approve a similar amendment to the fundamental investment restrictions of the
respective Portfolios of SR&F Base Trust and the Stein Roe Floating Rate Limited
Liability Company.
<PAGE>
PROPOSAL 5. APPROVE THE RECLASSIFICATION OF THE FUNDAMENTAL INVESTMENT
RESTRICTION ON THE PLEDGING OF SECURITIES AS
NON-FUNDAMENTAL.
Each of Stein Roe Intermediate Municipals Fund, Stein Roe High - Yield
Municipals Fund, Stein Roe Municipal Money Market Fund, Stein Roe Managed
Municipals Fund, Stein Roe Advisor Intermediate Bond Fund and Stein Roe Advisor
High - Yield Municipals Fund has adopted a fundamental investment restriction
prohibiting mortgaging, pledging, hypothecating or in any manner transferring,
as security for indebtedness, any securities owned or held by it except (a) as
may be necessary in connection with borrowings (b) as may be necessary to enter
into futures and options transactions. This restriction was made a restriction
because of regulatory and business conditions at the time. With the passage of
time and the change in regulatory standards, this restriction is no longer
required to be stated as a fundamental restriction. Therefore, in order to
simplify and modernize the Funds' investment restrictions, the respective Boards
recommend reclassifying this restriction as "non-fundamental."
Shareholders of certain Funds will also be asked to authorize their Fund to
approve a similar amendment to the fundamental investment restrictions of the
respective Portfolios of SR&F Base Trust in which their Fund invests.
<PAGE>
PROPOSAL 6. APPROVE THE RECLASSIFICATION OF THE FUNDAMENTAL
INVESTMENT RESTRICTION ON THE PURCHASE OF SECURITIES FROM
AFFILIATES OF THE FUND AS NON-FUNDAMENTAL.
Each of Stein Roe Intermediate Municipals Fund, Stein Roe High - Yield
Municipals Fund, Stein Roe Municipal Money Market Fund, Stein Roe Managed
Municipals Fund, Stein Roe Advisor Intermediate Bond Fund and Stein Roe Advisor
High - Yield Municipals Fund has adopted a fundamental investment restriction
prohibiting the purchase of portfolio securities for the Fund from, or sell
portfolio securities to, any of the officers, directors, or trustees of the
Funds or of its investment advisor. This restriction was made a restriction
because of regulatory and business conditions at the time. With the passage of
time and the change in regulatory standards, this restriction is no longer
required to be stated as a fundamental investment restriction. Therefore, in
order to simplify and modernize the Funds' investment restrictions, the
respective Boards recommend reclassifying this restriction as non-fundamental.
Shareholders of certain Funds will also be asked to authorize their Fund to
approve a similar amendment to the fundamental investment restrictions of the
respective Portfolios of SR&F Base Trust in which their Fund invests.
<PAGE>
PROPOSAL 7. APPROVE THE RECLASSIFICATION OF THE FUNDAMENTAL INVESTMENT
RESTRICTION ON THE PURCHASE OF OTHER SECURITIES AS
NON-FUNDAMENTAL.
Each of Stein Roe Municipal Money Market Fund and Stein Roe Managed Municipals
Fund has adopted a fundamental investment restriction prohibiting the purchase
of any securities other than certain securities described in its Statement of
Additional Information (Other Securities). This restriction was made a
restriction because of regulatory and business conditions at the time. With the
passage of time and the change in regulatory standards, this restriction is no
longer required to be stated as a fundamental restriction. Therefore, in order
to simplify and modernize the Funds' investment restrictions, the respective
Boards recommend reclassifying this restriction as non-fundamental.
Shareholders of each Fund will also be asked to authorize their Fund to approve
a similar amendment to the fundamental investment restrictions of the respective
Portfolios of SR&F Base Trust in which their Fund invests.
<PAGE>
PROPOSAL 8. APPROVE THE MODIFICATION OF THE FUNDAMENTAL INVESTMENT
RESTRICTION RELATING TO BORROWING.
Each Fund has adopted a fundamental investment restriction relating to
borrowing. This restriction was adopted a number of years ago in response to
certain regulatory requirements or business and industry conditions that no
longer exist. Therefore, in order to allow the Funds to borrow to the extent
permitted by the Investment Company Act of 1940, the respective Boards recommend
that this restriction be modified.
Shareholders of certain Funds will also be asked to authorize their Fund to
approve a similar amendment to the fundamental investment restrictions of the
respective Portfolios of SR&F Base Trust or the Stein Roe Floating Rate Limited
Liability Company in which their Fund invests.
PART 2. PROPOSALS.
PROPOSAL 1.(a) ELECT BOARDS OF TRUSTEES.
AUTHORIZE STEIN ROE INCOME FUND, STEIN ROE MUNICIPAL
(B) MONEY MARKET FUND, STEIN ROE HIGH - YIELD MUNICIPALS
FUND, STEIN ROE ADVISOR HIGH -YIELD MUNICIPALS FUND,
STEIN ROE CASH RESERVES FUND, STEIN ROE INTERMEDIATE
BOND FUND, STEIN ROE ADVISOR INTERMEDIATE BOND FUND,
STEIN ROE HIGH YIELD FUND, STEIN ROE BALANCED FUND,
STEIN ROE GROWTH STOCK FUND, LIBERTY GROWTH STOCK FUND,
LIBERTY GROWTH INVESTOR FUND, STEIN ROE YOUNG INVESTOR
FUND, LIBERTY YOUNG INVESTOR FUND AND STEIN ROE
INTERNATIONALFUND TO CAST VOTES FOR THE ELECTION OF A
BOARD OF TRUSTEES OF SR&F BASE TRUST.
(c) AUTHORIZE LIBERTY FLOATING RATE FUND AND LIBERTY- STEIN
ROE INSTITUTIONAL FLOATING RATE INCOME FUND TO CAST
VOTES FOR THE ELECTION OF A BOARD OF MANAGERS OF STEIN
ROE FLOATING RATE LIMITED LIABILITY COMPANY.
The purpose of this proposal is to elect six new members as well as five of the
currently serving members, of the Board of each Trust. All of the nominees
listed below, except for the proposed six new members (Ms. Verville and Messrs.
Lowry, Macera, Mayer, Neuhauser and Stitzel) are currently members of those
Boards, as well as Liberty - Stein Roe Funds Institutional Trust, and have
served in that capacity continuously since originally elected or appointed. All
of the currently serving members, other than Ms. Kelly and Mr. Palombo, have
been previously elected to those Boards by the shareholders. The proposed six
new members and Mr. Palombo currently serve on the Boards of Trustees of eleven
closed-end funds and a number of open-end trusts in the Liberty Funds, and were
recommended for election as Trustees of the Stein Roe Mutual Funds by the Boards
of the Stein Roe Mutual Funds at a special meeting held on October 17, 2000.
Each of the new nominees elected will serve as Trustee of the Stein Roe Mutual
Funds from the date they are elected. Each of the individuals not standing for
election will serve resign as Trustee on the date that the new nominees are
elected. All current Trustees, and nominees that are elected, will serve as
Trustee until a successor is elected and qualified or until death, retirement,
resignation or removal.
In addition to voting for members of the Boards of their respective Trusts,
shareholders of Stein Roe Income Fund, Stein Roe Municipal Money Market Fund,
Stein Roe High - Yield Municipals Fund, Stein Roe Advisor High - Yield
Municipals Fund, Stein Roe Cash Reserves Fund, Stein Roe Intermediate Bond Fund,
Stein Roe Advisor Intermediate Bond Fund, Stein Roe High Yield Fund, Stein Roe
Balanced Fund, Stein Roe Growth Stock Fund, Liberty Growth Stock Fund, Liberty
Growth Investor Fund, Stein Roe Young Investor Fund, Liberty Young Investor Fund
and Stein Roe International Fund who vote for trustees are also voting to direct
their respective Funds to cast the same votes for the election of the same
candidates as Trustees of the SR&F Base Trust.
In addition to voting for members of the Boards of Trustees of their respective
Trusts, shareholders of Liberty Floating Rate Fund and Liberty - Stein Roe
Institutional Floating Rate Income Fund who vote for trustees are also voting to
direct their Fund to cast the same votes for the same candidates as Managers of
the Stein Roe Floating Rate Limited Liability Company.
The following table sets forth certain information about each nominee including
age as of October 31, 2000 and principal occupation during the past five years:
Year of
Election or
Recommended
for Election
Nominee Name & Age Principal Occupation (1) and Directorships as Trustee
Douglas A. Hacker Executive Vice President and Chief 1996
(43) Financial Officer of UAL, Inc. (airline)
since July, 1999; Senior Vice President
and Chief Financial Officer of UAL, Inc.
prior thereto.
Janet Langford Kelly Executive Vice President-Corporate 1996
(41) Development, General Counsel, and
Secretary, Kellogg Company (food,
beverage and tobacco manufacturer),
since September, 1999; Senior Vice
President, Secretary and General
Counsel, Sara Lee Corporation
(branded, packaged, consumer-products
manufacturer) prior thereto.
Richard W. Lowry Private Investor since 1987 (formerly New Nominee
(64) Chairman and Chief Executive Officer,
U.S. Plywood Corporation (building
products manufacturer)).
Salvatore Macera Private Investor since 1981 (formerly New Nominee
(69) Executive Vice President and Director of
Itek Corporation (electronics)).
William E. Mayer(2) Partner, Park Avenue Equity Partners New Nominee
(60) (venture capital) since November, 1996;
Dean, College of Business and Management,
University of Maryland prior thereto;
Director, Johns Manville (building
products manufacturer), Lee Enterprises
(print and on-line media) and
WR Hambrecht + Co (financial
service provider).
Charles R. Nelson Van Voorhis Professor, Department of 1981
(57) Economics, University of Washington;
consultant on economic and statistical
matters.
John J. Neuhauser Academic Vice President and Dean of New Nominee
(57) Faculties, Boston College since August,
1999; Dean, Boston College School of
Management prior thereto.
Joseph R. Palombo(3) Chairman of the Board of 2000
(47) Trustees/Managers of each Trust, Stein
Roe Floating Rate Limited Liability
Company and Liberty Trusts; Executive
Vice President and Director of
Colonial Management Associates, Inc.
(Colonial) and Executive Vice President
and Chief Administrative
Officer of Liberty Funds Group LLC (LFG)
since April, 1999; Director since
September, 2000 and Executive Vice
President since October, 1999 of SR&F;
Vice President of the Funds from April
1999 to October 2000; Chief
Operating Officer, Putnam Mutual Funds
prior thereto.
Thomas E. Stitzel Business Consultant since 1999; Professor New Nominee
(64) of Finance and Dean prior thereto,
College of Business, Boise State
University prior thereto; Chartered
Financial Analyst.
<PAGE>
Year of
Election or
Recommended
for Election
Nominee Name & Age Principal Occupation (1) and Directorships as Trustee
Thomas C. Theobald Managing Director, William Blair Capital 1996
(62) Partners (private equity investing) since
1994; (formerly Chief Executive Officer
and Chairman of the Board of Directors,
Continental Bank Corporation);
Director of Xerox Corporation
(business products and services),
Anixter International (network support
equipment distributor), Jones Lang LaSalle
(real estate management services) and
MONY Group (life insurance).
Anne-Lee Verville Consultant since 1997; General Manager, New Nominee
(54) Global Education Industry prior thereto,
(formerly President, Applications
Solutions Division, IBM Corporation
(global education and global
applications)).
----------------------
<PAGE>
(1) Except as otherwise noted, each individual has held the office indicated
or other offices in the same company for the last five years.
(2) Mr. Mayer is an "interested person," as defined in the Investment
Company Act of 1940 (1940 Act) because he is a Director of WR Hambrecht
+ Co. (a registered broker-dealer).
(3) Mr. Palombo is an "interested person," as defined in the 1940 Act
because he is a Director of each Fund's investment advisor.
The following persons who are currently serving on each Board are not standing
for reelection:
Year of
Election or
Recommended
for Election
Name & Age Principal Occupation (1) and Directorships as Trustee
John A. Bacon Jr. Private Investor. 1998
(72)
William W. Boyd Chairman and Director of Sterling 1994
(72) Plumbing (manufacturer of plumbing
products); Director of Kohler Company
(manufacturer of plumbing products) and
Cummins-Allison Corp. (manufacturer of
currency counting equipment).
Lindsay Cook(2) Executive Vice President of Liberty 1994
(47) Financial Companies, Inc. (Liberty
Financial) since March 1997; Senior Vice
President prior thereto.
-----------------------
<PAGE>
(1) Except as otherwise noted, each individual has held the office indicated
or other offices in the same company for the last five years.
(2) Mr. Cook is an "interested person," as defined in the 1940 Act because
he is an executive officer of the corporate parent of each Fund's
investment advisor.
Trustees' Compensation; Meetings and Committees
Trustees' Compensation. The Boards will serve as Trustees or Managers of the
Funds, Stein Roe Floating Rate Limited Liability Company, seven Liberty Trusts
and eleven Liberty closed-end funds, for which each Trustee will receive an
annual retainer of $45,000 and attendance fees of $8,000 for each regular joint
Board meeting and $1,000 for each special joint Board meeting. Committee chairs
receive an annual retainer of $5,000 and $1,000 for each special committee
meeting attended on a day other than a regular joint Board meeting day. Other
committee members receive an annual retainer of $1,000 and $1,000 for each
special committee meeting attended on a day other than a regular joint Board
meeting day. Two-thirds of the Trustees' fees will be allocated among the Funds
based on their relative net assets, and one-third of the fees are divided
equally among the Funds.
The Stein Roe Mutual Funds do not currently provide pension or retirement plan
benefits to the Trustees. However, upon completion of their service as a member
of the Boards, Mr. Boyd will receive a payment of $50,000 and Mr. Bacon (who was
eligible to remain on the Boards until mandatory retirement at the end of 2001)
will receive four quarterly payments at an annual rate equal to the 1999
compensation of the Trustees of the Trusts. Liberty Financial and the Trusts
will each bear one-half of the cost of the payments to Messrs. Boyd and Bacon;
the Trust's portion of the payments will be allocated among the Funds based on
each Fund's share of the Trustee fees for 2000.
Further information concerning the Trustees' compensation is included in "Part
4. Fund Information" below.
Meetings and Committees. The current Board of each Trust consists of two
interested and six non-interested Trustees.
Audit Committee. The Audit Committee of each Trust, consisting of Messrs. Hacker
(Chairman), Bacon, Boyd, Nelson and Theobald and Ms. Kelly, all of whom are
non-interested Trustees, recommends to the Board the independent accountants to
serve as auditors, reviews with the independent accountants the results of the
auditing engagement and internal accounting procedures and considers the
independence of the independent accountants, the range of their audit services
and their fees.
Compensation Committee. The Compensation Committee of each Stein Roe Trust,
consisting of Messrs. Boyd and Nelson, both of whom are non-interested Trustees,
reviews and makes recommendations regarding compensation of the board members
who are not affiliated with SR&F.
Nominating Committee. The Nominating Committee of each Trust, consisting of
Messrs. Boyd and Nelson, both of whom are non-interested Trustees, recommends to
the Board, among other things, nominees for trustee and for appointments to
various committees.
Executive Committee. The Executive Committee of each Trust, consisting of Mr.
Boyd, a non-interested Trustee, and Mr. Cook, an interested Trustee, is
authorized to take certain actions delegated to it by the full Board and to
exercise the full powers of the Board, with some exceptions, between Board
meetings.
Record of Board and Committee Meetings. The respective Boards and the Committees
held the following numbers of meetings during the following fiscal years ended:
June 30, 2000 for Liberty - Stein Roe Funds Income Trust, Liberty - Stein Roe
Funds Municipal Trust, Liberty - Stein Roe Funds Trust and Liberty - Stein Roe
Advisor Trust and SR&F Base Trust as follows:
Each Board 6
Each Audit Committee 4
Each Compensation Committee 1
Each Nominating Committee 0
Each Executive Committee 2
August 31, 2000 for Liberty Floating Rate Fund, Liberty - Stein Roe
Institutional Floating Rate Income Fund and Stein Roe Floating Rate Limited
Liability Company as follows:
Each Board 5
Each Audit Committee 4
Each Compensation Committee 0
Each Nominating Committee 0
Each Executive Committee 2
September 30, 2000 for Liberty - Stein Roe Funds Investment Trust, Liberty -
Stein Roe Advisor Trust and SR&F Base Trust as follows:
Each Board 5
Each Audit Committee 4
Each Compensation Committee 0
Each Nominating Committee 0
Each Executive Committee 2
During the most recently completed fiscal years, each of the current Trustees
attended more than 75% of the meetings of the Board and the committees of which
such Trustee was a member.
If any nominee listed above becomes unavailable for election, the enclosed proxy
card may be voted for a substitute nominee in the discretion of the proxy
holder(s).
THE RESPECTIVE BOARDS RECOMMEND THAT THE SHAREHOLDERS OF EACH FUND VOTE FOR EACH
NOMINEE IN PROPOSAL 1.
REQUIRED VOTE FOR PROPOSAL 1
For each Trust, a plurality of the votes cast at the Meeting by shareholders of
that Trust, if a quorum is represented, is required for the election of each
Trustee. Shareholders of the Feeder Funds vote with the shareholders of the
other Feeder Funds to direct their Fund or to vote similarly for the election of
Trustees of the SR&F Base Trust or for Managers of the Stein Roe Floating Rate
Limited Liability Company.
<PAGE>
PROPOSAL 2. APPROVE A NEW PORTFOLIO MANAGEMENT AGREEMENT WITH
NEWPORT FUND MANAGEMENT, INC. (Newport) (Stein Roe
International Fund, herein referred to for purposes of
this Proposal 2 as the "Fund")
Description of Proposal. The Board of Trustees of the Liberty - Stein Roe
Investment Trust (Investment Trust) propose that the shareholders of the Fund
approve a new Management Agreement with Newport on behalf of SR&F International
Portfolio (International Portfolio), a series of the SR&F Base Trust, and the
portfolio in which the Fund invests its assets, substantially in the form set
forth in Appendix A to this proxy statement. Newport is an affiliate of SR&F,
the current investment advisor of the International Portfolio. The new
Management Agreement is identical to the existing Management Agreement for the
International Portfolio, except that Newport will now provide investment
management services to the International Portfolio. It is important to note that
the annual rates payable by the International Portfolio for investment
management and administrative services will not increase or decrease as a result
of the International Portfolio entering into a New Management Agreement on
behalf of the International Portfolio.
The Fund will vote its shares of the International Portfolio for or against the
new Management Agreement proportionately to the instructions to vote for and
against received from Fund shareholders.
The existing Management Agreement for the International Portfolio was most
recently approved by the shareholders of the Fund on July 18, 1996 as part of
the conversion of the Fund to a master fund-feeder fund structure.
The existing Management Agreement for the International Portfolio provides for
monthly compensation to SR&F at the annual rate of 0.85% of the International
Portfolio's daily net assets. For the fiscal year ended September 30, 1999, the
aggregate fees paid by the International Portfolio to SR&F under the existing
Management Agreement was $1,024,073.
Upon shareholder approval of the new Management Agreement, Newport will provide
investment management services to the International Portfolio. Newport will be
paid at the same annual rate for providing these services as was paid under the
existing Management Agreement.
It is important to note that the annual rates payable by the International
Portfolio for investment management and administrative services will not
increase or decrease as a result of the International Portfolio entering into a
New Management Agreement on behalf of the International Portfolio.
Consideration by the Board of Trustees. The Board of Trustees of Investment
Trust met on May 22, 2000, to consider, among other things, the proposed change
of the International Portfolio's investment advisor. After due consideration,
the Board of Trustees, including all Trustees who were not interested and who
had no direct or indirect financial interests in the operation of the new
Management Agreements or in any agreements related thereto, unanimously approved
the new Management Agreement, subject to shareholder approval. The Board of
Trustees concluded that the new Management Agreement is fair and reasonable, and
is in the best interest of shareholders of the Fund. During the course of their
deliberations, the Board of Trustees considered a variety of factors. The Board
of Trustees considered the fact that the new Management Agreement with Newport
would not impact the current fee structure of the existing Management Agreement.
The Board of Trustees, however, focused specifically on the experience and size
of Newport's international investment management team, Newport's growth
investment style, Newport's expertise and proven performance as an investment
advisor of international and global growth funds similar to the Fund, as well as
the increased complexity of the international securities markets.
Comparison and Impact of the Existing and New Management Agreements. The new
Management Agreement is identical to the existing Management Agreement except
for its initial term and the named investment advisor. The new Management
Agreement does not differ from the existing Management Agreement with respect to
the investment advisor's responsibilities or duties to the International
Portfolio, or the fees payable to the investment advisor for providing those
services.
Compensation under the existing and new Management Agreements is subject to
reduction if in any year the expenses of the International Portfolio exceed the
limits on investment company expenses imposed by any statute or regulatory
authority of any jurisdiction in which shares of the Fund are qualified for
offer and sale. No such limits currently are in effect.
Both the existing and new Management Agreements provide that, subject to the
Board of Trustees' supervision, the investment advisor will manage the assets of
the International Portfolio in accordance with the Prospectus and Statement of
Additional Information of the Fund, purchase and sell securities and other
investments on behalf of the International Portfolio, and report results to the
Board of Trustees periodically. Both the existing and new Management Agreements
provide that neither the investment advisor, nor any of its directors, officers,
stockholders (or partners of stockholders), agents, or employees shall have any
liability to the Investment Trust or any shareholder of the Investment Trust for
any error of judgment, mistake of law or any loss arising out of any investment,
or any other act or omission in the performance by the advisor of its duties
under the Management Agreement, except for liability resulting from willful
misfeasance, bad faith or gross negligence on its part in the performance of its
duties or from reckless disregard of its obligations and duties under the
Management Agreement.
The new Management Agreement provides that it will continue in effect for an
initial term ending June 30, 2002 and thereafter so long as it is approved
annually in accordance with the Investment Company Act of 1940, as amended (1940
Act). The existing and new Management Agreements may be terminated at any time
by the advisor, by the Board of Trustees or by vote of a majority of the
outstanding voting securities of the Fund without penalty on 60 days' written
notice, and shall automatically terminate upon any assignment. The new
Management Agreement may be amended only by the affirmative vote of the holders
of a "majority of the outstanding voting securities" of the Fund.
Comparison of Investment Objectives and Strategies. Newport will not change the
investment objective or strategy of the International Portfolio.
Information concerning SR&F, Newport and their affiliates.
Stein Roe & Farnham Incorporated
SR&F, located at One South Wacker Drive, Chicago, Illinois 60606, is a
wholly-owned, indirect subsidiary of Liberty Financial Companies, Inc. (Liberty
Financial). Liberty Financial is a direct majority-owned subsidiary of LFC
Management Corporation, which in turn is a direct wholly-owned subsidiary of
Liberty Corporate Holdings, Inc., which in turn is a direct wholly-owned
subsidiary of LFC Holdings, Inc., which in turn is a direct wholly-owned
subsidiary of Liberty Mutual Equity Corporation, which in turn is a direct
wholly-owned subsidiary of Liberty Mutual Insurance Company (Liberty Mutual). As
of August 31, 2000, LFC Management Corporation owned 71.12% of Liberty
Financial. Liberty Financial is a diversified and integrated asset management
organization which provides insurance and investment products to individuals and
institutions. The principal executive offices of Liberty Financial, Inc. are
located at 600 Atlantic Avenue, 24th Floor, Boston, Massachusetts 02210-2214.
Liberty Mutual is an underwriter of workers' compensation insurance and a
property and casualty insurer in the United States, organized under the laws of
Massachusetts in 1912. The principal business activities of Liberty Mutual's
subsidiaries other than Liberty Financial are property-casualty insurance,
insurance services and life insurance (including group life and health insurance
products) marketed through its own sales force. The principal executive offices
of Liberty Mutual, Liberty Mutual Equity Corporation, LFC Management
Corporation, Liberty Corporate Holdings, Inc. and LFC Holdings, are located at
175 Berkeley Street, Boston, Massachusetts 02117.
On November 1, 2000, Liberty Financial announced that it had retained CS First
Boston to help it explore strategic alternatives, including the possible sale of
Liberty Financial.
SR&F and its predecessor have been providing investment advisory services since
1932.
The directors of SR&F are Stephen E. Gibson, J. Andrew Hilbert, C. Allen
Merritt, Jr. and Joseph R. Palombo. Mr. Gibson is President of SR&F's Mutual
Funds division. Mr. Hilbert is Senior Vice President and Chief Financial Officer
of Liberty Financial. Mr. Merritt is Chief of Staff of Liberty Financial. Mr.
Palombo is Executive Vice President of SR&F. The principal executive officers of
SR&F are Messrs. Stephen E. Gibson and William E. Rankin. Mr. Rankin is
President of SR&F's Private Capital Management (PCM) division. On November 1,
2000, Liberty Financial announced that it had entered into an agreement to sell
PCM. The business address of Messrs. Gibson and Palombo is One Financial Center,
Boston, MA 02111-2621; that of Messrs. Hilbert and Merritt is 600 Atlantic
Avenue, Federal Reserve Plaza, Boston, MA 02210-2214; and that of Mr. Rankin is
One South Wacker Drive, Chicago, IL 60606.
In addition, the following individuals who are officers of the Investment Trust
are also officers or directors of SR&F: William D. Andrews, David P. Brady,
Daniel K. Cantor, Kevin M. Carome, Denise E. Chasmer, William M. Garrison,
Stephen E. Gibson, Erik P. Gustafson, Loren A. Hansen and Harvey B. Hirschhorn.
SR&F currently provides administrative services to the Fund under a separate
administrative agreement. Under the administrative agreement, the fees payable
to SR&F by the Fund are at the annual rate of 0.15% of the Fund's average net
assets. For the fiscal year ended September 30, 1999, the aggregate
administrative fee paid by the Fund to SR&F was $180,363. The administrative
agreement provides that SR&F will reimburse the Fund to the extent that total
annual expenses of the Fund (including fees paid to SR&F, but excluding taxes,
interest, commissions and other normal charges incident to the purchase and sale
of portfolio securities) exceed the applicable limits prescribed by any state in
which shares of the Fund are being offered for sale to the public. However, SR&F
is not required to reimburse the Fund an amount in excess of fees paid by the
Fund under the administrative agreement for that year. Upon shareholder approval
of the Management Agreement, the Fund, under the existing administrative
agreement, will continue to pay the same fee to SR&F at the annual rate of 0.15%
of the Fund's average net assets. Under the existing administration agreement,
SR&F may make use of its affiliated companies in connection with the
administrative services to be provided to the Fund under the contract.
Pursuant to a separate agreement with Investment Trust, SR&F receives a fee for
performing certain bookkeeping and accounting services. For such services, SR&F
receives from the Fund a fee at the annual rate of $25,000 plus 0.0025 of 1% of
the Fund's average net assets over $50 million. During the fiscal year ended
September 30, 1999, SR&F received $26,755 from the Fund for services performed
under that Agreement. This agreement will remain in effect if the proposed
Management Agreement is approved.
SteinRoe Services, Inc. (SSI), One South Wacker Drive, Chicago, IL 60606, is the
agent of the Investment Trust for the transfer of shares, disbursement of
dividends, and maintenance of shareholder accounting records. For performing
these services, SSI receives from the Fund a fee based at the annual rate of
0.22% of the Fund's average net assets. For the fiscal year ended September 30,
1999, the aggregate fees paid to SSI on behalf of the Fund were approximately
$6,000. . On November, 13, 2000, the Boards approved the assumption of the
transfer agent agreement by Liberty Funds Services, Inc., a registered transfer
agent and an affiliate of SR&F.
Liberty Funds Distributor, Inc. (LFDI), a wholly-owned, indirect subsidiary of
Liberty Financial located at One Financial Center, Boston, MA 02111-2621, acts
as distributor for the Fund under a distribution agreement. This agreement will
remain in effect if the proposed Management Agreement is approved.
SR&F may use the services of AlphaTrade Inc. (AlphaTrade), a registered
broker-dealer subsidiary of Liberty Financial, when buying or selling certain
equity securities for the International Portfolio pursuant to procedures adopted
by the Trustees and Rule 17e-1 under the 1940 Act. For the fiscal year ended
September 30, 1999, no commissions were paid by SR&F to AlphaTrade on behalf of
the International Portfolio. Newport may continue to use the services of
AlphaTrade if the proposed Management Agreement is approved.
In addition to the fees described above, the Fund pays all of its expenses not
assumed by its advisor, including, without limitation, fees and expenses of the
independent Trustees, interest charges, taxes, brokerage commissions, expenses
of issue or redemption of shares, fees and expenses of registering and
qualifying shares of the Fund for distribution under federal and state laws and
regulations, custodial, auditing and legal expenses, expenses of determining net
asset value of the Fund's shares, expenses of providing reports to shareholders,
proxy statements and proxies to existing shareholders, and its proportionate
share of insurance premiums and professional association dues or assessments.
The Fund also is responsible for such non-recurring expenses as may arise,
including litigation in which the Fund may be a party, and other expenses as
determined by the Board of Trustees. The Fund may have an obligation to
indemnify its officers and Trustees with respect to litigation.
Newport Fund Management, Inc.
Newport is a direct majority-owned subsidiary of Newport Pacific Management,
Inc. (Newport Pacific), 580 California Street, San Francisco, CA 94104. Newport
Pacific is a direct wholly-owned subsidiary of Liberty Newport Holdings, Limited
(Liberty Newport), which in turn is a direct wholly-owned subsidiary of Liberty
Financial.
The directors of Newport are Lindsay Cook and John M. Mussey. Mr. Mussey is Vice
Chairman of Newport and Newport Pacific. Thomas R. Tuttle is the President and
Chief Executive Officer of Newport. He also is President of Newport Pacific. The
business address of Mr. Cook is 600 Atlantic Avenue, Federal Reserve Plaza,
Boston, Massachusetts 02210-2214; and that of Messrs. Mussey and Tuttle is 580
California Street, San Francisco, California 94104.
Other Funds Managed by Newport. In addition to the services proposed to be
provided by Newport to the Fund, Newport also provides management and other
services and facilities to other investment companies. Information with respect
to the assets of and management fees payable to Newport by funds having
investment objectives similar to those of the Fund is set forth below:
---------------------------------------------- ----------------- ---------------
Total Net Assets
--------------------------------------------- Annual 9/30/00
Fund Management Fee (in Thousands)
---------------------------------------------- ----------------- ---------------
---------------------------------------------- ----------------- ---------------
Liberty Newport Tiger Fund 1.00%(a) $954,900
---------------------------------------------- ----------------- ---------------
---------------------------------------------- ----------------- ---------------
Stein Roe Small Cap Tiger Fund 1.15%(b) 10,400
---------------------------------------------- ----------------- ---------------
---------------------------------------------- ----------------- ---------------
Liberty Newport Japan Opportunities Fund 0.95%(b) 90,500
---------------------------------------------- ----------------- ---------------
---------------------------------------------- ----------------- ---------------
Liberty Newport Greater China Fund 1.15%(b) 66,800
---------------------------------------------- ----------------- ---------------
---------------------------------------------- ----------------- ---------------
Liberty Newport Asia Pacific Fund 1.00%(b) 17,700
---------------------------------------------- ----------------- ---------------
---------------------------------------------- ----------------- ---------------
Liberty Newport Europe Fund 0.70%(d) 13,000
---------------------------------------------- ----------------- ---------------
---------------------------------------------- ----------------- ---------------
Stein Roe Asia Pacific Fund 0.55%(c) 5,300
---------------------------------------------- ----------------- ---------------
(a) The management fee is 1.00% for the first $100 million of average net
assets; 0.75% for the next $1.4 billion; 0.70% for the next $1 billion; and
0.65% over $2.5 billion.
(b) Newport has voluntarily agreed to waive a certain portion of the management
fee and reimburse the fund for certain expenses. Newport may terminate the
fee waiver and expense reimbursement arrangement at any time.
(c) SR&F is the advisor to the fund and receives an annual fee of 0.95%.
Newport receives 0.55% as sub-advisor to the fund.
(d) The fund commenced operations on November 1, 1999 and has not paid
management fees to Newport.
THE BOARD OF TRUSTEES RECOMMENDS THAT THE SHAREHOLDERS OF THE FUND VOTE FOR
PROPOSAL 2.
<PAGE>
REQUIRED VOTE FOR PROPOSAL 2
Approval of the new Management Agreement for the Fund will require the
affirmative vote of a "majority of the outstanding voting securities" of the
Fund (as defined in the 1940 Act), which means the affirmative vote of the
lesser of (1) more than 50% of the outstanding shares of the Fund or (2) 67% or
more of the shares of the Fund present at the Meeting if more than 50% of the
outstanding shares of the Fund are represented at the Meeting in person or by
proxy.
PROPOSAL 3. APPROVE A SUB-ADVISORY AGREEMENT
WITH UNIBANK SECURITIES, INC. (Stein Roe Balanced Fund -
herein referred to for purposes of this Proposal 3 as the
"Fund")
Description of Proposal. The Board of Trustees of Investment Trust (Trust)
proposes that the shareholders of the Fund approve a Sub-Advisory Agreement,
substantially in the form set forth in Appendix B, between Stein Roe & Farnham
Incorporated (SR&F), the investment advisor to SR&F Balanced Portfolio (Balanced
Portfolio), a series of the SR&F Base Trust, and the portfolio in which the Fund
invests all of its assets, and Unibank Securities, Inc., which does business in
the U.S. as Unibank Investment Management (Unibank). Under the terms of the
Sub-Advisory Agreement, Unibank will manage a portion of the assets of Balanced
Portfolio, as determined by SR&F, in accordance with the investment objectives,
policies and limitations of the Fund as set forth in the Fund's Prospectus and
Statement of Additional Information. Unibank will invest primarily in large
capitalization, non-U.S. equity securities for Balanced Portfolio. Approval of
the Sub-Advisory Agreement will not affect the amount of management fees paid by
Balanced Portfolio to SR&F; SR&F, not the Fund or Balanced Portfolio, pays
sub-advisory fees to Unibank under the Sub-Advisory Agreement.
The Fund will vote its shares of the Balanced Portfolio for or against the
Sub-Advisory Agreement proportionately to the instructions to vote for and
against received from Fund shareholders.
Currently, SR&F manages the investment of the assets of Balanced Portfolio
pursuant to a Management Agreement between SR&F Base Trust and SR&F, dated
August 15, 1995, as amended, which was most recently approved by shareholders of
the Fund on August 15, 1995. SR&F receives monthly fees from Balanced Portfolio
at the annual rate of 0.550% on the first $500 million of average daily net
assets, 0.500% on the next $500 million, and 0.450% on average daily net assets
in excess of $1 billion. For the fiscal year ended September 30, 1999, the
aggregate fees paid by Balanced Portfolio to SR&F under the Management Agreement
were $1,444,813.
Consideration by the Board of Trustees. The Boards of Investment Trust and of
SR&F Base Trust met on October 17, 2000, to consider, among other things, the
proposed retention by SR&F of Unibank as a sub-advisor to the Balanced
Portfolio. After due consideration, the Boards, including all Trustees who were
not interested and who had no direct or indirect financial interests in the
operation of the Sub-Advisory Agreement or in any agreements related thereto,
unanimously approved the Sub-Advisory Agreement, subject to shareholder
approval. The Boards concluded that the Sub-Advisory Agreement is fair and
reasonable, and is in the best interest of the shareholders of the Fund and of
Balanced Portfolio. During the course of their deliberations, the Boards
considered a variety of factors, including that the Sub-Advisory Agreement with
Unibank will not affect the fees paid by the Fund or Balanced Portfolio under
the Management Agreement. Specifically, the Boards focused on the experience and
proven performance of Unibank as an investment advisor to international and
global funds as well as on the increased complexity of the international
securities markets.
Description of Sub-Advisory Agreement. Pursuant to the terms of the Sub-Advisory
Agreement, Unibank, under the supervision of the Board of Trustees of SR&F Base
Trust and SR&F, will: (a) manage the investment of a portion of the assets of
Balanced Portfolio, as determined by SR&F, in accordance with the investment
objectives, policies and limitations of Balanced Portfolio as stated in the
Fund's then current Prospectus and Statement of Additional Information; (b)
place purchase and sale orders for portfolio transactions for Balanced
Portfolio; (c) evaluate such economic, statistical and financial information and
undertaking such investment research as it shall deem advisable; (d) employ
professional portfolio managers to provide research services to Balanced
Portfolio; and (e) report results to the Board of Trustees of SR&F Base Trust.
For the services to be rendered by Unibank under the Sub-Advisory Agreement,
SR&F will pay Unibank a monthly fee at the annual rate of 0.40% of the average
daily net asset value of the portion of Balanced Portfolio's assets managed by
Unibank. Any liability of Unibank to the Trust, the Fund and/or its shareholders
is limited to situations involving Unibank's own willful misfeasance, bad faith
or gross negligence in the performance of its duties.
The Sub-Advisory Agreement provides that it will remain in effect for an initial
term ending June 30, 2002 and from year to year thereafter so long as its
continuance is specifically approved at least annually by the Board of Trustees
of SR&F Base Trust or by vote of a majority of the outstanding voting securities
of the Fund. The Sub-Advisory Agreement may be terminated at any time without
penalty on sixty days' written notice to Unibank by vote of the Board of
Trustees, by vote of a majority of the outstanding voting securities of the
Fund, or by the Adviser, or by Unibank on ninety days' written notice to SR&F
and SR&F Base Trust. The Sub-Advisory Agreement will terminate automatically in
the event of its assignment or in the event that the Management Agreement for
the Balanced Portfolio shall have terminated for any reason. The Sub-Advisory
Agreement may be amended only in accordance with the Investment Company Act of
1940, as amended (1940 Act).
The preceding description of the proposed Sub-Advisory Agreement is qualified in
its entirety by reference to the form of Sub-Advisory Agreement that is set
forth in Appendix B to this proxy statement.
Information concerning SR&F, Unibank and their affiliates.
SR&F
Information relating to SR&F, its owners, directors and officers is listed above
under Proposal 2, Part E. appearing on pages 24 through 27.
SR&F currently provides administrative services to the Fund under a separate
administrative agreement. Under the administrative agreement, the fees payable
to SR&F by the Fund are at the annual rate of 0.150% of the first $500 million
of average net assets, 0.125% on the next $500 million, and 0.100% thereafter.
For the fiscal year ended September 30, 1999, the aggregate administrative fee
payable by the Fund to SR&F was $393,529. The administrative agreement provides
that SR&F will reimburse the Fund to the extent that total annual expenses of
the Fund (including fees paid to SR&F, but excluding taxes, interest,
commissions and other normal charges incident to the purchase and sale of
portfolio securities, and expenses of litigation to the extent permitted under
applicable state law) exceed the applicable limits prescribed by any state in
which shares of the Fund are being offered for sale to the public. However, SR&F
is not required to reimburse the Fund an amount in excess of fees paid by the
Fund under the administrative agreement for that year. Upon shareholder approval
of the Sub-Advisory Agreement, the Fund, under the existing administrative
agreement, will continue to pay the same administrative fee to SR&F. Under the
existing administrative agreement, the Administrator may make use of its
affiliated companies in connection with the administrative services to be
provided to the Fund under the contract.
Pursuant to a separate agreement with the Trust, SR&F receives a fee for
performing certain bookkeeping and accounting services. For such services, SR&F
receives from the Trust a fee at the annual rate of $25,000 plus 0.0025 of 1% of
the Fund's average net assets over $50 million. During the fiscal year ended
September 30, 1999, SR&F received $354,273 from the Trust for services performed
under that Agreement. This agreement will remain in effect if the proposed
Sub-Advisory Agreement is approved.
LFDI acts as distributor for the Fund under a distribution agreement. LFDI is a
subsidiary of Colonial Management Associates, Inc. This agreement will remain in
effect if the proposed Sub-Advisory Agreement is approved.
SSI is the agent of the Trust for the transfer of shares, disbursement of
dividends, and maintenance of shareholder accounting records. For performing
these services, SSI receives from the Fund a fee based at the annual rate of
0.22% of the Fund's average net assets. For the fiscal year ended September 30,
1999, the aggregate fees paid by to SSI on behalf of the Fund were approximately
$599,000. This agreement will remain in effect if the proposed Sub-Advisory
Agreement is approved.
Unibank
Unibank, d/b/a Unibank Investment Management in the U.S., is located at 13-15
West 54th Street, New York, New York, 10019. Unibank offers a range of equity
investment products and services to institutional clients, including private and
public retirement funds, unions, endowments, foundations, and insurance
companies, as well as to mutual fund sponsors on a sub-advisory basis. Unibank
often structures portfolios to meet benchmarks established by the client, or
tailored to standard Morgan Stanley Capital International (MSCI) benchmarks such
as the MSCI EAFE Index. Unibank is a direct wholly-owned subsidiary of Unibank
A/S, one of Scandinavia's leading financial institutions, which in turn is a
direct wholly-owned subsidiary of Unidanmark A/S, which in turn is a direct
wholly-owned subsidiary of Nordic Baltic Holding AB. The principal executive
offices of Unibank A/S are located at Torvegade 2 DK-1786 Copenhagen V.,
Denmark. The principal executive offices of Unidanmark A/S are located at
Strandgrade 3 DK-1786 Copenhagen V., Denmark. The principal executive offices of
Nordic Baltic Holding AB are located at Hamngatan 10, SE-105 71 Stockholm,
Sweden.
The directors of Unibank Securities, Inc. are Henrik Bak, Ole Jacobsen, Jerry
Murphy, Peter Nyegaard and Finn Pedersen. Mr. Bak is President and Chairman of
the Board of Unibank Securities, Inc. Mr. Jacobsen is Managing Director and Head
of Unibank Investment Management. Mr. Murphy is Head of Administration, Nordic
Baltic Holding, New York. Mr. Nyegaard is Head of Markets, Nordic Baltic Holding
AB. Mr. Pedersen is Head of Equities, Aros Maizel, a Unibank-affiliated
broker-dealer. The business address of each of Messrs. Bak, Nyegaard, Murphy,
Jacobsen and Pedersen is 13-15 West 54th Street, New York, New York, 10019.
In addition to the services proposed to be provided by Unibank to the Fund,
Unibank also provides sub-advisory and other services and facilities to other
investment companies. Information with respect to the assets of and management
fees payable to Unibank by funds having objectives similar to the Fund is set
forth below:
------------------------------------------- -------------------- ---------------
Total Net Assets
Annual Management 9/30/00
Fund Fee (in Thousands)
------------------------------------------- -------------------- ---------------
------------------------------------------- -------------------- ---------------
UM International Equity Fund 0.60%(a) $15,697
------------------------------------------- -------------------- ---------------
(a) The management fee is 0.95%, which is paid to Undiscovered Managers, LLC,
the investment adviser to the Fund. Unibank is the sub-adviser to the Fund
and receives a sub-advisory fee of 0.60% for the first $200 million of
average net assets. 0.55% for the next $100 million, and 0.50% for assets
in excess of $300 million.
THE BOARD OF TRUSTEES RECOMMENDS THAT THE SHAREHOLDERS OF THE FUND VOTE FOR
PROPOSAL 3.
REQUIRED VOTE FOR PROPOSAL 3
Approval of the Sub-Advisory Agreement for the Fund will require the affirmative
vote of a "majority of the outstanding voting securities" of the Fund (as
defined in the 1940 Act), which means the affirmative vote of the lesser of (1)
more than 50% of the outstanding shares of the Fund or (2) 67% or more of the
shares of the Fund present at the Meeting if more than 50% of the outstanding
shares of the Fund are represented at the Meeting in person or by proxy.
PROPOSAL 4. (a) APPROVE THE RECLASSIFICATION OF THE FUNDAMENTAL
INVESTMENT RESTRICTION PROHIBITING THE PURCHASE OF
SECURITIES ON MARGIN AS NON-FUNDAMENTAL. (STEIN ROE
INCOME FUND, STEIN ROE HIGH YIELD FUND, STEIN ROE
INTERMEDIATE BOND FUND, STEIN ROE CASH RESERVES FUND,
STEIN ROE INTERMEDIATE MUNICIPALS FUND, STEIN ROE HIGH
- YIELD MUNICIPALS FUND, STEIN ROE MUNICIPAL MONEY
MARKET FUND, STEIN ROE MANAGED MUNICIPALS FUND, STEIN
ROE INSTITUTIONAL CLIENT HIGH YIELD FUND, LIBERTY
FLOATING RATE FUND, LIBERTY - STEIN ROE INSTITUTIONAL
FLOATING RATE INCOME FUND, STEIN ROE ADVISOR
INTERMEDIATE BOND FUND AND STEIN ROE ADVISOR HIGH -
YIELD MUNICIPALS FUND - HEREIN REFERRED TO FOR
PURPOSES OF THIS PROPOSAL 4 AS THE "FUNDS")
(b) APPROVE A SIMILAR RECLASSIFICATION OF THE FUNDAMENTAL
INVESTMENT RESTRICTION PROHIBITING THE PURCHASE OF
SECURITIES ON MARGIN FOR THE SR&F INCOME PORTFOLIO OF
SR&F BASE TRUST. (Stein Roe Income Fund shareholders
only)
(c) APPROVE A SIMILAR RECLASSIFICATION OF THE FUNDAMENTAL
INVESTMENT RESTRICTION PROHIBITING THE PURCHASE OF
SECURITIES ON MARGIN FOR THE SR&F HIGH YIELD PORTFOLIO
OF SR&F BASE TRUST. (Stein Roe High Yield Fund
shareholders only)
(d) APPROVE A SIMILAR RECLASSIFICATION OF THE FUNDAMENTAL
INVESTMENT RESTRICTION PROHIBITING THE PURCHASE OF
SECURITIES ON MARGIN FOR THE SR&F INTERMEDIATE BOND
PORTFOLIO OF SR&F BASE TRUST. (Stein Roe Intermediate
Bond Fund shareholders only)
(e) APPROVE A SIMILAR RECLASSIFICATION OF THE FUNDAMENTAL
INVESTMENT RESTRICTION PROHIBITING THE PURCHASE OF
SECURITIES ON MARGIN FOR THE SR&F CASH RESERVES
PORTFOLIO OF SR&F BASE TRUST. (Stein Roe Cash Reserves
Fund shareholders only)
(f) APPROVE A SIMILAR RECLASSIFICATION OF THE FUNDAMENTAL
INVESTMENT RESTRICTION PROHIBITING THE PURCHASE OF
SECURITIES ON MARGIN FOR THE SR&F HIGH - YIELD
MUNICIPALS PORTFOLIO OF SR&F BASE TRUST. (Stein Roe
High - Yield Municipals Fund shareholders only)
<PAGE>
(g) APPROVE A SIMILAR RECLASSIFICATION OF THE FUNDAMENTAL
INVESTMENT RESTRICTION PROHIBITING THE PURCHASE OF
SECURITIES ON MARGIN FOR THE SR&F MUNICIPAL MONEY
MARKET PORTFOLIO OF SR&F BASE TRUST. (Stein Roe
Municipal Money Market Fund shareholders only)
(h) APPROVE A SIMILAR RECLASSIFICATION OF THE FUNDAMENTAL
INVESTMENT RESTRICTION PROHIBITING THE PURCHASE OF
SECURITIES ON MARGIN FOR THE STEIN ROE FLOATING RATE
LIMITED LIABILITY COMPANY. (Liberty Floating Rate Fund
and Liberty - Stein Roe Institutional Floating Rate
Income Fund shareholders only)
Each of the Funds, and the Portfolios in which certain Funds invest, has a
fundamental investment restriction prohibiting the purchase of securities on
margin, except for the use of short-term credit necessary for clearance of
purchases and sales of portfolio securities. Certain Funds may also make margin
deposits in connection with futures and options transactions.
The Trusts originally adopted this restriction to comply with certain state
securities law requirements which are no longer applicable. If this restriction
becomes non-fundamental, the Board would have the ability to modify or eliminate
the restriction to increase investment flexibility without the need for any
additional shareholder approval.
There are certain risks associated with a fund's participation in margin
transactions. Margin transactions involve the purchase of securities with money
borrowed from a broker, with cash or eligible securities, called "margin" being
used as collateral against the loan. Using margin risks leveraging the
investment portfolio, which can magnify both gains and losses. During volatile
market conditions, a fund may be forced to liquidate its position in certain
securities to repay the broker. Such sales may have an adverse affect on the
fund's net asset value and ultimately on its performance.
A Fund's potential use of margin transactions beyond transactions in financial
futures and options and for the clearance of purchases and sales of securities,
including the use of margin in ordinary securities transactions, is generally
limited by the Securities and Exchange Commission position that margin
transactions are prohibited under Section 18 of the Investment Company Act of
1940 because they create senior securities. A Fund's ability to engage in margin
transactions is also limited by its investment policies, which generally permit
the Funds to borrow money only (if shareholders approve proposal 8) to the
extent permitted by the 1940 Act.
THE RESPECTIVE BOARDS RECOMMEND THAT THE SHAREHOLDERS OF THE FUNDS VOTE FOR
PROPOSAL 4.
REQUIRED VOTE FOR PROPOSAL 4
Approval of this proposal for any Fund will require the affirmative vote of"a
"majority of the outstanding voting securit"es" of the Fund (as defined in the
1940 Act), which means the affirmative vote of the lesser of (1) more than 50%
of the outstanding shares of the Fund or (2) 67% or more of the shares of the
Fund present at the Meeting if more than 50% of the outstanding shares of the
Fund are represented at the Meeting in person or by proxy. Shareholders of the
Feeder Funds vote with the shareholders of the other Feeder Funds of the
respective portfolio for approval of this proposal.
PROPOSAL 5. (a) APPROVE THE RECLASSIFICATION OF THE FUNDAMENTAL
INVESTMENT RESTRICTION ON THE PLEDGING OF SECURITIES
AS NON-FUNDAMENTAL. (Stein Roe Intermediate Municipals
Fund, Stein Roe High - Yield Municipals Fund, Stein
Roe Municipal Money Market Fund, Stein Roe Managed
Municipals Fund, Stein Roe Advisor Intermediate Bond
Fund and Stein Roe Advisor High - Yield Municipals
Fund - herein referred to for purposes of this
Proposal 5 as the "Funds")
(b) APPROVE A SIMILAR RECLASSIFICATION OF THE FUNDAMENTAL
INVESTMENT RESTRICTION PROHIBITING PLEDGING SECURITIES
FOR THE SR&F HIGH - YIELD MUNICIPALS PORTFOLIO OF SR&F
BASE TRUST. (Stein Roe High -Yield Municipals Fund
only)
(c) APPROVE A SIMILAR RECLASSIFICATION OF THE FUNDAMENTAL
INVESTMENT RESTRICTION PROHIBITING PLEDGING SECURITIES
FOR THE SR&F MUNICIPAL MONEY MARKET PORTFOLIO OF SR&F
BASE TRUST. (Stein Roe Municipal Money Market Fund
shareholders only)
Each of the Funds, and the Master Fund in which certain Funds invest, has a
fundamental investment restriction prohibiting mortgaging, pledging,
hypothecating or in any manner transferring, as security for indebtedness, any
securities owned or held by it except (a) as may be necessary in connection with
borrowings (b) as may be necessary to enter into futures and options
transactions.
The Trusts originally adopted this restriction to comply with certain state
securities law requirements which are no longer applicable. If this restriction
becomes non-fundamental, the Board would have the ability to modify or eliminate
the restriction to increase investment flexibility without the need for any
additional shareholder approval.
Pledging assets does entail certain risks. To the extent that a Fund pledges its
assets, the Fund may have less flexibility in liquidating its assets. If a large
portion of a Fund's assets were involved, the Fund's ability to meet redemption
requests or other obligations could be delayed.
THE RESPECTIVE BOARD RECOMMENDS THAT THE SHAREHOLDERS OF THE FUNDS VOTE FOR
PROPOSAL 5.
REQUIRED VOTE FOR PROPOSAL 5
Approval of this proposal for any Fund will require the affirmative vote of a
"majority of the outstanding voting securities" of the Fund (as defined in the
1940 Act), which means the affirmative vote of the lesser of (1) more than 50%
of the outstanding shares of the Fund or (2) 67% or more of the shares of the
Fund present at the Meeting if more than 50% of the outstanding shares of the
Fund are represented at the Meeting in person or by proxy. Shareholders of the
Feeder Funds vote with the shareholders of the other Feeder Funds of the
respective portfolio for approval of this proposal.
PROPOSAL 6. (a) APPROVE THE RECLASSIFICATION OF THE FUNDAMENTAL
INVESTMENT RESTRICTION ON THE PURCHASE OF SECURITIES
FROM AFFILIATES OF THE FUND AS NON-FUNDAMENTAL. (Stein
Roe Intermediate Municipals Fund, Stein Roe High -
Yield Municipals Fund, Stein Roe Municipal Money
Market Fund, Stein Roe Managed Municipals Fund, Stein
Roe Advisor Intermediate Bond Fund and Stein Roe
Advisor High - Yield Municipals Fund - herein referred
to for purposes of this Proposal 6 as the "Funds")
(b) APPROVE A SIMILAR RECLASSIFICATION OF THE FUNDAMENTAL
INVESTMENT RESTRICTION PROHIBITING THE PURCHASE OF
SECURITIES FROM AFFILIATES OF THE FUND FOR THE SR&F
HIGH - YIELD MUNICIPALS PORTFOLIO OF SR&F BASE TRUST.
(Stein Roe High - Yield Municipals Fund and Stein Roe
Advisor High - Yield Municipals Fund shareholders only)
(c) APPROVE A SIMILAR RECLASSIFICATION OF THE FUNDAMENTAL
INVESTMENT RESTRICTION PROHIBITING THE PURCHASE OF
SECURITIES FROM AFFILIATES OF THE FUND FOR THE SR&F
MUNICIPAL MONEY MARKET PORTFOLIO OF SR&F BASE TRUST.
(Stein Roe Municipal Money Market Fund shareholders
only)
Each of the Funds, and the Master Fund in which certain Funds invest, has a
fundamental investment restriction prohibiting the purchase of portfolio
securities for the Fund from, or sell portfolio securities to, any of the
officers, directors, or trustees of the Funds or of its investment advisor.
The Trusts originally adopted this restriction to comply with certain state
securities law requirements which are no longer applicable If this restriction
becomes non-fundamental, the Board would have the ability to modify or eliminate
the restriction to increase investment flexibility without the need for any
additional shareholder approval. If the restriction were to be eliminated, the
Funds would be able to invest in the securities of any issuer without regard to
ownership in such issuer by management or affiliates of the Fund except to the
extent prohibited by the Funds' investment policies or by the 1940 Act.
THE RESPECTIVE BOARD RECOMMENDS THAT THE SHAREHOLDERS OF THE FUNDS VOTE FOR
PROPOSAL 6.
REQUIRED VOTE FOR PROPOSAL 6
Approval of this proposal for any Fund will require the affirmative vote of a
"majority of the outstanding voting securities" of the Fund (as defined in the
1940 Act), which means the affirmative vote of the lesser of (1) more than 50%
of the outstanding shares of the Fund or (2) 67% or more of the shares of the
Fund present at the Meeting if more than 50% of the outstanding shares of the
Fund are represented at the Meeting in person or by proxy. Shareholders of the
Feeder Funds vote with the shareholders of the other Feeder Funds of the
respective portfolio for approval of this proposal.
PROPOSAL 7. (a) APPROVE THE RECLASSIFICATION OF THE FUNDAMENTAL
INVESTMENT RESTRICTION ON THE PURCHASE OF OTHER
SECURITIES AS NON-FUNDAMENTAL. (Stein Roe Municipal
Money Market Fund and Stein Roe Managed Municipals
Fund - herein referred to for purposes of this
Proposal 7 as the "Funds")
(b) APPROVE A SIMILAR RECLASSIFICATION OF THE FUNDAMENTAL
INVESTMENT RESTRICTION PROHIBITING THE PURCHASE OF
"OTHER SECURITIES" FOR THE SR&F MUNICIPAL MONEY MARKET
PORTFOLIO OF SR&F BASE TRUST. (Stein Roe Municipal
Money Market Fund shareholders only)
Each of the Funds, and the Master Fund in which the Stein Roe Municipal Money
Market Fund invests, has a fundamental investment restriction prohibiting the
purchase of any securities other than those described in its Statement of
Additional Information (Other Securities). This restriction was made a
restriction because of regulatory and business conditions at the time. With the
passage of time and the change in regulatory standards, this restriction is no
longer required to be stated as a fundamental or non-fundamental restriction.
Therefore, in order to simplify and modernize the Funds' investment
restrictions, the Board recommends reclassifying this restriction as
"non-fundamental." A non-fundamental restriction may be changed upon vote of the
Board without any additional shareholder approval. If the restriction were to be
eliminated, the Fund would still be required to disclose the types of securities
the Fund will invest in as required by and to the extent permitted under, the
1940 Act.
THE BOARD RECOMMENDS THAT THE SHAREHOLDERS OF THE FUNDS VOTE FOR PROPOSAL 7.
REQUIRED VOTE FOR PROPOSAL 7
Approval of this proposal for any Fund will require the affirmative vote of a
"majority of the outstanding voting securities" of the Fund (as defined in the
1940 Act), which means the affirmative vote of the lesser of (1) more than 50%
of the outstanding shares of the Fund or (2) 67% or more of the shares of the
Fund present at the Meeting if more than 50% of the outstanding shares of the
Fund are represented at the Meeting in person or by proxy. Shareholders of the
Stein Roe Municipal Money Market Fund vote with the shareholders of the other
Feeder Fund of the SR&F Money Market Portfolio for approval of this proposal.
<PAGE>
PROPOSAL 8. (a) APPROVE THE MODIFICATION OF THE FUNDAMENTAL INVESTMENT
RESTRICTION RELATING TO BORROWING.
(b) APPROVE A SIMILAR MODIFICATION TO THE FUNDAMENTAL
INVESTMENT RESTRICTION RELATING TO BORROWING FOR THE
RESPECTIVE PORTFOLIO OF SR&F BASE TRUST OR STEIN ROE
FLOATING RATE LIMITED LIABILITY COMPANY. (Stein Roe
Balanced Fund, Stein Roe Growth Stock Fund, Liberty
Growth Stock Fund, Stein Roe International Fund,Liberty
Growth Investor Fund, Stein Roe Young Investor Fund,
Liberty Young Investor Fund, Stein Roe High Yield Fund,
Stein Roe Income Fund, Stein Roe Intermediate Bond
Fund, Stein Roe Advisor Intermediate Bond Fund, Stein
Roe High - Yield Municipals Fund, Stein Roe Advisor
High - Yield Municipals Fund, Stein Roe Cash Reserves
Fund, Stein Roe Municipal Money Market Fund, Liberty
Floating Rate Fund and Liberty - Stein Roe
Institutional Floating Rate Income Fund shareholders
only)
Each of the Stein Roe Mutual Funds, and the Master Funds in which certain Funds
invest, has a fundamental investment restriction relating to borrowing. This
restriction was adopted a number of years ago in response to certain regulatory
requirements or business and industry conditions that no longer exist.
Therefore, in order to allow the Funds to borrow to the extent permitted by the
1940 Act, each Board recommends that this restriction be modified.
With the exception of Liberty Floating Rate Fund and Liberty - Stein Roe
Institutional Floating Rate Income Fund, the Funds do not intend to change their
investment strategies if this proposal is adopted. If this proposal is adopted
by the shareholders of Liberty Floating Rate Fund and Liberty - Stein Roe
Institutional Floating Rate Income Fund, those Funds may use borrowing for the
purpose of satisfying short-term borrowing needs or for leverage. If those Funds
were permitted to borrow money for the purpose of leverage, their net assets
would tend to increase or decrease at a greater rate than if leverage were not
used.
Current Investment Restrictions. The Funds' current investment restrictions
relating to borrowing are as follows:
Stein Roe Balanced Fund, Stein Roe Asia Pacific Fund, Stein Roe Growth Stock
Fund, Liberty Growth Investor Fund, Liberty Midcap Growth Fund, Stein Roe Focus
Fund, Stein Roe Capital Opportunities Fund, Stein Roe Small Company Growth Fund,
Stein Roe International Fund, Stein Roe Institutional Client High Yield Fund,
Liberty Young Investor Fund, Liberty Growth Stock Fund, Stein Roe High Yield
Fund, Stein Roe Income Fund, Stein Roe Intermediate Bond Fund, Stein Roe Advisor
Intermediate Bond Fund, SR&F Balanced Portfolio, SR&F Growth Stock Portfolio,
SR&F Growth Investor Portfolio, SR&F International Portfolio, SR&F Income
Portfolio, SR&F Intermediate Bond Portfolio and SR&F High Yield Portfolio: "[The
Fund/Portfolio may not] borrow except that it may (a) borrow for nonleveraging,
temporary or emergency purposes, (b) engage in reverse repurchase agreements and
make other borrowings, provided that the combination of (a) and (b) shall not
exceed 33 1/3% of the value of its total assets (including the amount borrowed)
less liabilities (other than borrowings) or such other percentage permitted by
law, and (c) enter into futures and options transactions; it may borrow from
banks, other Stein Roe Funds and Portfolios, and other purposes to the extent
permitted by applicable law."
Stein Roe Cash Reserves Fund and SR&F Cash Reserves Portfolio: "[The
Fund/Portfolio may not] borrow except that it may (a) borrow for nonleveraging,
temporary or emergency purposes, (b) engage in reverse repurchase agreements and
make other borrowings, provided that the combination of (a) and (b) shall not
exceed 33 1/3% of the value of its total assets (including the amount borrowed)
less liabilities (other than borrowings) or such other percentage permitted by
law; it may borrow from banks, other Stein Roe Funds and Portfolios, and other
purposes to the extent permitted by applicable law."
Stein Roe Intermediate Municipals Fund, Stein Roe High - Yield Municipals Fund,
Stein Roe Municipal Money Market Fund, Stein Roe Managed Municipals Fund, Stein
Roe Advisor High - Yield Municipals Fund, SR&F High - Yield Municipals Portfolio
and SR&F Municipal Money Market Portfolio: "[The Fund/Portfolio may not] borrow
except that it may (a) borrow for nonleveraging, temporary or emergency
purposes, (b) engage in reverse repurchase agreements and make other borrowings,
provided that the combination of (a) and (b) shall not exceed 33 1/3% of the
value of its total assets (including the amount borrowed) less liabilities
(other than borrowings) or such other percentage permitted by law; it may borrow
from banks, other Stein Roe Funds and Portfolios, and other purposes to the
extent permitted by applicable law."
Liberty Floating Rate Fund, Liberty Institutional Floating Rate Income Fund and
Stein Roe Floating Rate Limited Liability Company: "[Neither the Fund nor the
Portfolio may] borrow except that it may (a) borrow for nonleveraging, temporary
or emergency purposes, (b) engage in reverse repurchase agreements, hedging
transactions, when-issued and delayed-delivery transactions and similar
strategies, and make other borrowings, provided that the combination of (a) and
(b) shall not at any time exceed 33 1/3% of the value of its total assets
(including the amount borrowed) less liabilities (other than borrowings) or such
other percentage permitted by law, and (c) enter into futures and options
transactions; it may borrow from banks, other investment companies to which
Stein Roe provides investment advisory services, and other persons to the extent
permitted by applicable law."
Proposed Investment Restriction. The investment restrictions above would be
revised in their entirety if approved by shareholders, to read as follows:
"[The Fund/Portfolio may not] borrow except from banks, other affiliated funds
and other entities to the extent permitted by the Investment Company Act of
1940."
If the proposed change is approved, the Funds will be able to borrow up to the
Investment Company Act of 1940 limit. The Funds will no longer be restricted
from borrowing only for redemption requests or for extraordinary or emergency
purposes, and would not be limited to borrowing only from banks.
Shareholders of the Feeder Funds vote with the shareholders of the other Feeder
Funds to direct their Fund to approve a similar amendment to the fundamental
investment restriction of the respective portfolio of the SR&F Base Trust or the
Stein Roe Floating Rate Limited Liability Company.
THE BOARDS OF TRUSTEES RECOMMENDS THAT THE SHAREHOLDERS OF THE FUNDS VOTE FOR
PROPOSAL 8.
REQUIRED VOTE FOR PROPOSAL 8
Approval of this proposal for any Fund will require the affirmative vote of a
"majority of the outstanding voting securities" of the Fund (as defined in the
1940 Act), which means the affirmative vote of the lesser of (1) more than 50%
of the outstanding shares of the Fund or (2) 67% or more of the shares of the
Fund present at the Meeting if more than 50% of the outstanding shares of the
Fund are represented at the Meeting in person or by proxy. Shareholders of the
Feeder Funds vote with the shareholders of the other Feeder Funds of the
respective portfolio for approval of this proposal.
PART 3. INFORMATION REGARDING VOTING AND SHAREHOLDER MEETINGS.
This section provides further information regarding the methods of voting and
shareholder meetings.
In Parts 3 and 4, the following acronym codes will be used to identify the Stein
Roe Mutual Funds:
-------------- ------------------------- ----------- ---------------------------
STEIN ROE STEIN ROE
CODE MUTUAL FUND CODE MUTUAL FUND
-------------- ------------------------- ----------- ---------------------------
-------------- ------------------------- ----------- ---------------------------
SRBF Stein Roe Balanced Fund SRCRF Stein Roe Cash Reserves
Fund
-------------- ------------------------- ----------- ---------------------------
-------------- ------------------------- ----------- ---------------------------
SRAPF Stein Roe Asia Pacific SRIMF Stein Roe Intermediate
Fund Municipals Fund
-------------- ------------------------- ----------- ---------------------------
-------------- ------------------------- ----------- ---------------------------
LGIF Liberty Growth Investor SRHYMF Stein Roe High - Yield
Fund Municipals Fund
-------------- ------------------------- ----------- ---------------------------
-------------- ------------------------- ----------- ---------------------------
SRGSF Stein Roe Growth Stock SRMMMF Stein Roe Municipal Money
Fund Market Fund
-------------- ------------------------- ----------- ---------------------------
-------------- ------------------------- ----------- ---------------------------
LMCGF Liberty Midcap Growth SRMMF Stein Roe Managed
Fund Municipals Fund
-------------- ------------------------- ----------- ---------------------------
-------------- ------------------------- ----------- ---------------------------
SRFF Stein Roe Focus Fund SRICHYF Stein Roe Institutional
Client High Yield Fund
-------------- ------------------------- ----------- ---------------------------
-------------- ------------------------- ----------- ---------------------------
SRCOF Stein Roe Capital LYIF Liberty Young Investor
Opportunities Fund Fund
-------------- ------------------------- ----------- ---------------------------
-------------- ------------------------- ----------- ---------------------------
SRSCGF Stein Roe Small Company LGSF Liberty Growth Stock Fund
Growth Fund
-------------- ------------------------- ----------- ---------------------------
-------------- ------------------------- ----------- ---------------------------
SRYIF Stein Roe Young SRAHYMF Stein Roe Advisor High -
Investor Fund Yield Municipal Fund
-------------- ------------------------- ----------- ---------------------------
-------------- ------------------------- ----------- ---------------------------
SRIF Stein Roe International SRAIBF Stein Roe Advisor
Fund Intermediate Bond Fund
-------------- ------------------------- ----------- ---------------------------
-------------- ------------------------- ----------- ---------------------------
SRINCF Stein Roe Income Fund LFRF Liberty Floating Rate Fund
-------------- ------------------------- ----------- ---------------------------
-------------- ------------------------- ----------- ---------------------------
SRIBF Stein Roe Intermediate LSRIFRIF Liberty - Stein Roe
Bond Fund Institutional Floating
Rate Income Fund
-------------- ------------------------- ----------- ---------------------------
-------------- ------------------------- ----------- ---------------------------
SRHYF Stein Roe High Yield
-------------- ------------------------- ----------- ---------------------------
-------------- ------------------------- ----------- ---------------------------
A. Proxy Solicitation Methods. Shareholders entitled to vote at the Meetings
will receive proxy materials in the mail. The Funds have engaged the services of
SCC to assist in the solicitation of proxies. As the date approaches, if your
vote is not received, you may receive a call from SCC reminding you to exercise
your right to vote. At this time, you may elect to vote your shares
telephonically.
B. Proxy Solicitation Costs. With respect to Proposals 2 and 3, Liberty
Financial will bear the costs of the solicitation (estimated to be $650 and
$7,500). With respect to the other Proposals, the Stein Roe Mutual Funds will
bear the cost of the solicitation. By voting as soon as you receive your proxy
materials, you will help reduce the cost of additional mailings. The cost of
this assistance for each Fund is not expected to exceed the following amounts:
CODE SOLICITATION COST CODE SOLICITATION COST
-------------- ------------------------- ----------- ---------------------------
-------------- ------------------------- ----------- ---------------------------
SRCRF $15,300
-------------- ------------------------- ----------- ---------------------------
-------------- ------------------------- ----------- ---------------------------
SRAPF $200 SRIMF $3,100
-------------- ------------------------- ----------- ---------------------------
-------------- ------------------------- ----------- ---------------------------
LGIF $5,300 SRHYMF $6,200
-------------- ------------------------- ----------- ---------------------------
-------------- ------------------------- ----------- ---------------------------
SRGSF $24,600 SRMMMF $2,000
-------------- ------------------------- ----------- ---------------------------
-------------- ------------------------- ----------- ---------------------------
LMCGF $5,700 SRMMF $8,300
-------------- ------------------------- ----------- ---------------------------
-------------- ------------------------- ----------- ---------------------------
SRFF $8,600 SRICHYF $100
-------------- ------------------------- ----------- ---------------------------
-------------- ------------------------- ----------- ---------------------------
SRCOF $34,800 LYIF $59,600
-------------- ------------------------- ----------- ---------------------------
-------------- ------------------------- ----------- ---------------------------
SRSCGF $1,600 LGSF $100,100
-------------- ------------------------- ----------- ---------------------------
-------------- ------------------------- ----------- ---------------------------
SRYIF $242,100 SRAHYMF $100
-------------- ------------------------- ----------- ---------------------------
-------------- ------------------------- ----------- ---------------------------
SRAIBF $100
-------------- ------------------------- ----------- ---------------------------
-------------- ------------------------- ----------- ---------------------------
SRINCF $6,300 LFRF $10,300
-------------- ------------------------- ----------- ---------------------------
-------------- ------------------------- ----------- ---------------------------
SRIBF $19,500 LSRIFRIF $100
-------------- ------------------------- ----------- ---------------------------
SRHYF $1,600 C. Record Date and Quorum. Each shareholder of any Fund of record
at the close of business on September 29, 2000 (Record Date) is entitled to a
number of votes on any matter relating to that Fund that comes before the
Meeting equal to the dollar net asset value of the shares of the Fund held by
the shareholder as of the Record Date for the Meeting, except that a shareholder
of Liberty Floating Rate Fund or Liberty - Stein Roe Institutional Floating Rate
Income Fund is entitled to cast one vote for each share of that Fund held on the
Record Date. Shares outstanding and net asset values of each class of shares are
referenced under "Part 4. Fund Information" below. Holders of 30% of the shares
of each Stein Roe Mutual Fund except Liberty Floating Rate Fund and Liberty -
Stein Roe Institutional Floating Rate Income Fund, outstanding on the Record
Date constitute a quorum and must be present in person or represented by proxy
for business to be transacted at the Meetings. Holders of a majority of the
shares of Liberty Floating Rate Fund and Liberty - Stein Roe Institutional
Floating Rate Income Fund outstanding on the Record Date constitute a quorum and
must be present in person or represented by proxy for business to be transacted
at the Meetings. Regardless of how you vote ("For", "Against" or "Abstain"),
your shares will be counted as present and entitled to vote for purposes of
determining the presence of a quorum. If a shareholder withholds authority or
abstains, or the proxy reflects a "broker non-vote" (i.e., shares held by
brokers or nominees as to which (i) instructions have not been received from the
beneficial owners or persons entitled to vote and (ii) the broker or nominee
does not have discretionary voting power on a particular matter), that vote will
have the effect of votes (a) present for purposes of determining a quorum for
each proposal and (b) against proposals 2 through 8. With respect to the
election of Trustees (proposal 1), withheld authority, abstentions and broker
non-votes have no effect on the outcome of the voting. With respect to proposal
1 the Feeder Funds of the Master Funds vote with the shareholders of the other
Feeder Funds for the approval of the nominees for Trustee or Manager of the
Master Funds. With respect to proposals 4 through 8, the Feeder Funds of the
respective portfolios of the Master Fund vote with the shareholders of the other
Feeder Funds of each portfolio for the approval of each proposal.
D. Revoking Your Proxy. You may revoke your proxy at any time up until the
voting results are announced at the Meetings. You may revoke your vote by
writing to the Secretary of the Stein Roe Mutual Funds, Attention: William J.
Ballou, One Financial Center, 11th Floor, Boston, MA 02111-2621. You may also
revoke your proxy by voting again in one of the following ways: (a) by using
your enclosed proxy card; (b) by fax (not available for all shareholders; refer
to the enclosed insert) or (c) voting in person at the Meetings. You may also
revoke your vote telephonically by calling SCC toll-free at 1-877-518-9416.
E. Adjournment. If sufficient votes in favor of any of the proposals set forth
in the Notice are not received by the time scheduled for the meeting, the
persons named as proxies may propose adjournments of the meeting for a period or
periods of not more than 60 days in the aggregate to permit further solicitation
of proxies with respect to those proposals. Any adjournment will require the
affirmative vote of a majority of the votes cast on the question in person or by
proxy at the session of the meeting to be adjourned. The persons named as
proxies will vote in favor of adjournment those proxies that are entitled to
vote in favor of such proposals. They will vote against adjournment those
proxies required to be voted against such proposals. Any proposals for which
sufficient favorable votes have been received by the time of the meeting may be
acted upon and considered final regardless of whether the meeting is adjourned
to permit additional solicitation with respect to any other proposal.
F. Shareholder Proposals. Proposals of shareholders which are intended to be
considered for inclusion in the Stein Roe Mutual Funds' proxy statement must be
received within a reasonable amount of time prior to any meetings. The Stein Roe
Mutual Funds do not currently intend to hold shareholder meetings in 2001. You
may submit shareholder proposals to the Secretary of the Stein Roe Mutual Funds,
Attention: William J. Ballou, One Financial Center, Boston, Massachusetts
02111-2621.
G. Annual/Semiannual Reports. Further information concerning a Stein Roe Mutual
Fund is contained in its most recent Annual and/or Semiannual Report to
Shareholders, which is obtainable free of charge by writing Stein Roe Mutual
Funds at One Financial Center, Boston, Massachusetts 02111-2621 or by calling
1-800-338-2550.
H. Compliance with Section 16(a) of the Securities Exchange Act of 1934 (Liberty
Floating Rate Fund and Liberty - Stein Roe Institutional Floating Rate Income
Fund only). Section 16(a) of the Securities Exchange Act of 1934, as amended,
and Rule 30(f) of the 1940 Act, as amended, require the Fund's Boards and
certain other persons (Section 16 reporting persons), to file with the
Securities and Exchange Commission (SEC) initial reports of ownership and
reports of changes in ownership of the Fund's shares and to furnish the Fund
with copies of all Section 16(a) forms they file. Based solely upon a review of
copies of such reports furnished to the Funds for the fiscal year ended August
31, 2000, the Section 16 reporting persons complied with all Section 16(a)
filings applicable to them, except that the Funds are not aware of whether
certain shareholders who own more than 10% of the Funds' shares have complied
with the Section 16(a) filings applicable to them.
I. Litigation. The Stein Roe Mutual Funds are not currently involved in any
material litigation.
J. Other Matters. As of the date of this proxy statement, only the business
mentioned in proposals 1 through 8 of the Notice of the Special Meetings of
Shareholders is contemplated to be presented. If any procedural or other matters
come before the Meetings, your proxy shall be voted in accordance with the best
judgement of the proxy holder(s).
PART 4. FUND INFORMATION
As of the Record Date, each Stein Roe Mutual Fund and each Trust had the
following outstanding shares of beneficial interest:
-------------------- -------------------
Stein Roe Mutual Shares of
Fund Beneficial
Interest (SBI)
-------------------- -------------------
-------------------- -------------------
SRBF 7,201,556
-------------------- -------------------
-------------------- -------------------
SRAPF 316,129
-------------------- -------------------
-------------------- -------------------
SRGSF 18,154,143
-------------------- -------------------
-------------------- -------------------
SRYIF 33,837,048
-------------------- -------------------
-------------------- -------------------
SRIF 9,471,191
-------------------- -------------------
-------------------- -------------------
SRCRF 529,486,259
-------------------- -------------------
-------------------- -------------------
SRIMF 12,340,604
-------------------- -------------------
-------------------- -------------------
SRMMMF 108,251,310
-------------------- -------------------
-------------------- -------------------
SRMMF 52,033,228
-------------------- -------------------
-------------------- -------------------
SRICHYF 6,026,471
-------------------- -------------------
-------------------- -------------------
LSRIFRIF 18,681,772
-------------------- -------------------
<PAGE>
------------ -------------------------------------------------------------------
Shares Outstanding of each Class
------------ -------------------------------------------------------------------
------------ ----------- ----------- ----------- --------- ----------- ---------
Stein Roe
Mutual Fund A B C K S Z
------------ ----------- ----------- ----------- --------- ----------- ---------
------------ ----------- ----------- ----------- --------- ----------- ---------
LGIF 341,839 1,209,263 57,407 N/A 1,634,029 92
------------ ----------- ----------- ----------- --------- ----------- ---------
------------ ----------- ----------- ----------- --------- ----------- ---------
LMCGF 6,339 11,016 1,842 N/A 3,907,237 63
------------ ----------- ----------- ----------- --------- ----------- ---------
------------ ----------- ----------- ----------- --------- ----------- ---------
SRFF 73 N/A N/A N/A 5,153,458 N/A
------------ ----------- ----------- ----------- --------- ----------- ---------
------------ ----------- ----------- ----------- --------- ----------- ---------
SRCOF 25 N/A N/A N/A 13,542,012 N/A
------------ ----------- ----------- ----------- --------- ----------- ---------
------------ ----------- ----------- ----------- --------- ----------- ---------
SRSCGF 53 N/A N/A N/A 1,646,144 N/A
------------ ----------- ----------- ----------- --------- ----------- ---------
------------ ----------- ----------- ----------- --------- ----------- ---------
SRINCF 110 N/A N/A N/A 25,190,184 N/A
------------ ----------- ----------- ----------- --------- ----------- ---------
------------ ----------- ----------- ----------- --------- ----------- ---------
SRIBF 120 N/A N/A N/A 49,099,782 N/A
------------ ----------- ----------- ----------- --------- ----------- ---------
------------ ----------- ----------- ----------- --------- ----------- ---------
SRHYF 112 N/A N/A N/A 2,785,993 N/A
------------ ----------- ----------- ----------- --------- ----------- ---------
------------ ----------- ----------- ----------- --------- ----------- ---------
SRHYMF 91 N/A N/A N/A 22,337,823 N/A
------------ ----------- ----------- ----------- --------- ----------- ---------
------------ ----------- ----------- ----------- --------- ----------- ---------
LYIF 9,199,719 N/A N/A 31,098 N/A N/A
------------ ----------- ----------- ----------- --------- ----------- ---------
------------ ----------- ----------- ----------- --------- ----------- ---------
LGSF 9,186,463 42,111,377 3,349,286 169,296 N/A N/A
------------ ----------- ----------- ----------- --------- ----------- ---------
------------ ----------- ----------- ----------- --------- ----------- ---------
SRAHYMF N/A N/A N/A 5,116 N/A N/A
------------ ----------- ----------- ----------- --------- ----------- ---------
------------ ----------- ----------- ----------- --------- ----------- ---------
SRAIBF N/A N/A N/A 17,539 N/A N/A
------------ ----------- ----------- ----------- --------- ----------- ---------
------------ ----------- ----------- ----------- --------- ----------- ---------
LFRF 15,486,123 9,784,860 11,093,129 N/A N/A 691,560
------------ ----------- ----------- ----------- --------- ----------- ---------
As of the Record Date, the net asset value of each Stein Roe Mutual Fund was as
follows:
-------------------- -------------------
Stein Roe Mutual
Fund Net Asset
Value
-------------------- -------------------
-------------------- -------------------
SRBF $32.75
-------------------- -------------------
-------------------- -------------------
SRAPF $16.75
-------------------- -------------------
-------------------- -------------------
SRGSF $59.66
-------------------- -------------------
-------------------- -------------------
SRYIF $35.89
-------------------- -------------------
-------------------- -------------------
SRIF $10.75
-------------------- -------------------
-------------------- -------------------
SRCRF $1.00
-------------------- -------------------
-------------------- -------------------
SRIMF $11.04
-------------------- -------------------
-------------------- -------------------
SRMMMF $1.00
-------------------- -------------------
-------------------- -------------------
SRMMF $8.74
-------------------- -------------------
-------------------- -------------------
SRICHYF $8.35
-------------------- -------------------
-------------------- -------------------
LSRIFRIF $9.98
-------------------- -------------------
<PAGE>
------------ -------------------------------------------------------------------
Net Asset Value of each Class
------------ -------------------------------------------------------------------
------------ ----------- ----------- ----------- --------- ----------- ---------
Stein Roe
Mutual Fund A B C K S Z
------------ ----------- ----------- ----------- --------- ----------- ---------
------------ ----------- ----------- ----------- --------- ----------- ---------
LGIF $12.22 $12.15 $12.15 N/A $12.24 $12.24
------------ ----------- ----------- ----------- --------- ----------- ---------
------------ ----------- ----------- ----------- --------- ----------- ---------
LMCGF $16.84 $16.82 $16.81 N/A $16.83 $16.84
------------ ----------- ----------- ----------- --------- ----------- ---------
------------ ----------- ----------- ----------- --------- ----------- ---------
SRFF $15.45 N/A N/A N/A $15.45 N/A
------------ ----------- ----------- ----------- --------- ----------- ---------
------------ ----------- ----------- ----------- --------- ----------- ---------
SRCOF $42.21 N/A N/A N/A $42.24 N/A
------------ ----------- ----------- ----------- --------- ----------- ---------
------------ ----------- ----------- ----------- --------- ----------- ---------
SRSCGF $22.15 N/A N/A N/A $22.16 N/A
------------ ----------- ----------- ----------- --------- ----------- ---------
------------ ----------- ----------- ----------- --------- ----------- ---------
SRINCF $9.27 N/A N/A N/A $9.27 N/A
------------ ----------- ----------- ----------- --------- ----------- ---------
------------ ----------- ----------- ----------- --------- ----------- ---------
SRIBF $8.56 N/A N/A N/A $8.55 N/A
------------ ----------- ----------- ----------- --------- ----------- ---------
------------ ----------- ----------- ----------- --------- ----------- ---------
SRHYF $8.60 N/A N/A N/A $8.59 N/A
------------ ----------- ----------- ----------- --------- ----------- ---------
------------ ----------- ----------- ----------- --------- ----------- ---------
SRHYMF $11.13 N/A N/A N/A $11.12 N/A
------------ ----------- ----------- ----------- --------- ----------- ---------
------------ ----------- ----------- ----------- --------- ----------- ---------
LYIF $18.24 N/A N/A $18.35 N/A N/A
------------ ----------- ----------- ----------- --------- ----------- ---------
------------ ----------- ----------- ----------- --------- ----------- ---------
LGSF $21.40 $20.96 $20.93 $21.44 N/A N/A
------------ ----------- ----------- ----------- --------- ----------- ---------
------------ ----------- ----------- ----------- --------- ----------- ---------
SRAHYMF N/A N/A N/A $9.09 N/A N/A
------------ ----------- ----------- ----------- --------- ----------- ---------
------------ ----------- ----------- ----------- --------- ----------- ---------
SRAIBF N/A N/A N/A $9.49 N/A N/A
------------ ----------- ----------- ----------- --------- ----------- ---------
------------ ----------- ----------- ----------- --------- ----------- ---------
LFRF $9.99 $9.99 $9.99 N/A N/A $9.99
------------ ----------- ----------- ----------- --------- ----------- ---------
------------------------------------------------------------ -------------------
Outstanding Shares
Stein Roe Trust
------------------------------------------------------------ -------------------
------------------------------------------------------------ -------------------
Liberty - Stein Roe Funds Income Trust 606,562,440
------------------------------------------------------------ -------------------
------------------------------------------------------------ -------------------
Liberty - Stein Roe Funds Municipal Trust 194,963,056
------------------------------------------------------------ -------------------
------------------------------------------------------------ -------------------
Liberty - Stein Roe Funds Investment Trust 130,357,064
------------------------------------------------------------ -------------------
------------------------------------------------------------ -------------------
Liberty - Stein Roe Funds Trust 6,026,471
------------------------------------------------------------ -------------------
------------------------------------------------------------ -------------------
Liberty - Stein Roe Advisor Trust 64,070,013
------------------------------------------------------------ -------------------
------------------------------------------------------------ -------------------
Liberty - Stein Roe Institutional Floating Rate Income Fund 18,681,772
------------------------------------------------------------ -------------------
------------------------------------------------------------ -------------------
Liberty Floating Rate Fund 37,055,673
------------------------------------------------------------ -------------------
------------------------------------------------------------ -------------------
SR&F Base Trust 1,248,501,499
------------------------------------------------------------ -------------------
As of the Record Date, the following persons were known to own of record or
beneficially 5% or more of the applicable outstanding Class(es) of shares of the
following Stein Roe Mutual Funds:
<PAGE>
-------------- ---------- ------------------------- ------------ -------------
Stein Roe
Mutual Fund Percentage
Class of Name and Address Number of of Shares
Shares Shares Owned
Owned
-------------- ---------- ------------------------- ------------ -------------
-------------- ---------- ------------------------- ------------ -------------
SRBF SBI Charles Schwab & Co. 644,166 8.95%
FBO American Express
Conversion
Attn: Mutual Funds
101 Montgomery Street
San Francisco, CA
94104-4122
-------------- ---------- ------------------------- ------------ -------------
-------------- ---------- ------------------------- ------------ -------------
SRAPF SBI Liberty Financial 272,509 86.20%
Companies, Inc.
Attn: Michael Santilli
600 Atlantic Avenue
Federal Reserve Plaza
Boston, MA 02210
-------------- ---------- ------------------------- ------------ -------------
-------------- ---------- ------------------------- ------------ -------------
LGIF S Trust Company of America 134,563 8.24%
F/B/O SPA
P.O. Box 6503
Englewood, CO 80155
-------------- ---------- ------------------------- ------------ -------------
-------------- ---------- ------------------------- ------------ -------------
SRGSF SBI Charles Schwab & Co. 1,881,783 10.36%
F/B/O Larry G. Cobb
Attn: Mutual Funds
101 Montgomery Street
San Francisco, CA
94104-4175
-------------- ---------- ------------------------- ------------ -------------
-------------- ---------- ------------------------- ------------ -------------
LMCGF S Charles Schwab & Co. 1,019,600 26.10%
Special Custody A/C for
the Exclusive Benefit
of Customers
Attn: Mutual Funds
101 Montgomery Street
San Francisco, CA
94104-4122
-------------- ---------- ------------------------- ------------ -------------
-------------- ---------- ------------------------- ------------ -------------
SRFF S Charles Schwab & Co. 1,334,850 25.90%
Special Custody A/C for
the Exclusive Benefit
of Customers
Attn: Mutual Funds
101 Montgomery Street
San Francisco, CA
94104-4122
-------------- ---------- ------------------------- ------------ -------------
<PAGE>
-------------- ---------- ------------------------- ------------ -------------
SRCOF S Charles Schwab & Co. 3,463,362 25.57%
Special Custody A/C for
the Exclusive Benefit
of Customers
Attn: Mutual Funds
101 Montgomery Street
San Francisco, CA
94104-4122
S National Financial 723,246 5.34%
Services Corp. For the
Exclusive Benefit of
Our Customers
Attn: Mutual Funds
P.O. Box 3908
Church Street Station
New York, NY 10008-3908
-------------- ---------- ------------------------- ------------ -------------
-------------- ---------- ------------------------- ------------ -------------
SRSCGF S Keyport Life Insurance 391,121 23.76%
Company
C/o Michelle Cote
125 High Street
Boston, MA 02101
S Charles Schwab & Co. 492,986 29.95%
Special Custody A/C for
the Exclusive Benefit
of Customers
Attn: Mutual Funds
101 Montgomery Street
San Francisco, CA
94104-4122
-------------- ---------- ------------------------- ------------ -------------
-------------- ---------- ------------------------- ------------ -------------
SRYIF SBI Charles Schwab & Co. 4,539,388 13.42%
FBO American Express
Conversion
Attn: Mutual Funds
101 Montgomery Street
San Francisco, CA
94104-4122
-------------- ---------- ------------------------- ------------ -------------
-------------- ---------- ------------------------- ------------ -------------
SRIF SBI Liberty Mutual 1,282,804 13.54%
Insurance Company
175 Berkeley Street
Boston, MA 02117
SBI Trustees for the Plan 551,862 5.83%
of Hinshaw Culbertson
Money Purchase Pension
Plan A/C Helen
Waldschmidt
222 N. LaSalle
Chicago, IL 60601-1003
-------------- ---------- ------------------------- ------------ -------------
<PAGE>
-------------- ---------- ------------------------- ------------ -------------
SRINCF S Liberty Mutual 10,170,360 40.37%
Insurance Company
175 Berkeley Street
Boston, MA 02117
S Trustees for the Plan 4,313,971 17.13%
of Hinshaw Culbertson
Money Purchase Pension
Plan A/C Lawrence R.
Moelmann
222 N. LaSalle
Chicago, IL 60601-1003
-------------- ---------- ------------------------- ------------ -------------
-------------- ---------- ------------------------- ------------ -------------
SRIBF None
-------------- ---------- ------------------------- ------------ -------------
-------------- ---------- ------------------------- ------------ -------------
SRHYF S Charles Schwab & Co. 718,391 25.79%
Special Custody A/C for
the Exclusive Benefit
of Customers
Attn: Mutual Funds
101 Montgomery Street
San Francisco, CA
94104-4122
-------------- ---------- ------------------------- ------------ -------------
-------------- ---------- ------------------------- ------------ -------------
SRCRF SBI Liberty Financial 43,389,222 8.19%
Services
Attn: Mike Santilli
600 Atlantic Ave. Fl. 23
Boston, MA 02210-2211
SBI 34,702,484 6.55%
Stein Roe & Farnham,
Inc.
Client Fees
C/o Colonial Management
Associates, Inc.
One Financial Center
Floor 13
Boston, MA 02111
-------------- ---------- ------------------------- ------------ -------------
-------------- ---------- ------------------------- ------------ -------------
SRIMF SBI Charles Schwab & Co. 1,904,548 15.43%
Special Custody A/C for
the Exclusive Benefit
of Customers
Attn: Mutual Funds
101 Montgomery Street
San Francisco, CA
94104-4122
-------------- ---------- ------------------------- ------------ -------------
-------------- ---------- ------------------------- ------------ -------------
SRHYMF S Charles Schwab & Co. 3,310,974 14.82%
FBO American Express
Conversion
Attn: Mutual Funds
101 Montgomery Street
San Francisco, CA
94104-4122
-------------- ---------- ------------------------- ------------ -------------
-------------- ---------- ------------------------- ------------ -------------
SRMMMF None
-------------- ---------- ------------------------- ------------ -------------
-------------- ---------- ------------------------- ------------ -------------
SRMMF None
-------------- ---------- ------------------------- ------------ -------------
<PAGE>
-------------- ---------- ------------------------- ------------ -------------
SRICHYF SBI National City Bank TTEE 424,045 7.04%
Akron General Medical
Ctr. Defined Benefit
Pension Trust
P.O. Box 94984
Cleveland, OH 44101-4984
SBI John W. Anderson 657,878 10.92%
Foundation
402 Wall Street
Valparaiso, IN 46383
SBI The Firemans Annuity & 2,715,155 45.05%
Benefit Fund of Chicago
c/o Ken Kaczmarz
1 North Franklin, Suite
2500
Chicago, IL 60606
SBI Covenant Benevolent 2,068,125 34.32%
Institution
5145 North California
Chicago, IL 60625
-------------- ---------- ------------------------- ------------ -------------
-------------- ---------- ------------------------- ------------ -------------
LYIF None
-------------- ---------- ------------------------- ------------ -------------
-------------- ---------- ------------------------- ------------ -------------
LGSF None
-------------- ---------- ------------------------- ------------ -------------
-------------- ---------- ------------------------- ------------ -------------
SRAHYMF None
-------------- ---------- ------------------------- ------------ -------------
-------------- ---------- ------------------------- ------------ -------------
SRAIBF None
-------------- ---------- ------------------------- ------------ -------------
-------------- ---------- ------------------------- ------------ -------------
LFRF None
-------------- ---------- ------------------------- ------------ -------------
<PAGE>
-------------- ---------- ------------------------- ------------ -------------
LSRIFRIF SBI Citibank TTEE 2,139,902 11.45%
Evangelical Covenant
Church Retirement Plan
5115 N. Francisco,
Suite 200
Chicago, IL 60625
SBI Covenant Benevolent 1,132,881 11.45%
Institution
5145 North California
Chicago, IL 60625
SBI The Firemans Annuity 1,842,707 9.86%
and Benefit Fund of
Chicago
1 North Franklin, Suite
2500
Chicago, IL 60606
SBI Milwaukee County 2,038,170 10.91%
Employees Retirement
System
901 N. 9th Street, Room
210C
Milwaukee, WI 53233
SBI GFS Holding Inc. 7,395,084 39.58%
Suite 1228
1105 North Market St.
P.O. Box 8985
Wilmington, DE 19899
<PAGE>
The following table sets forth certain information about the executive officers
of each Stein Roe Trust and Stein Roe Floating Rate Limited Liability Company
(the Trusts):
Executive Officer Office with the Stein Roe Mutual Year of Election as
Name & Age Funds; Principal Occupation (1) Executive Officer
Stephen E. Gibson President of the Trusts since November 1999
(46) 1999; President of the Liberty Funds
since June, 1998; Chairman of the Board
since July, 1998, Chief Executive Officer
and President since December, 1996
and Director, since July, 1996, Colonial
(formerly Executive Vice President from July,
1996 to December, 1996); Director, Chief
Executive Officer and President, LFG
since December, 1998 (formerly Director,
Chief Executive Officer and
President, The Colonial Group, Inc. (TCG)
from December, 1996 to December, 1998);
President since January, 2000 and
Director, since September, 2000, SR&F
(formerly Vice Chairman from January, 2000
to September, 2000 and Assistant Chairman
from August, 1998 to January, 2000);
Managing Director of Marketing, Putnam
Investments prior thereto.
William D. Andrews Executive Vice President of the Trusts 1997
(53) since November, 1997; Executive Vice
President of SR&F since December,
1995; Senior Vice President of SR&F
prior thereto.
Kevin M. Carome Executive Vice President of the Trusts 1999
(44) since May, 1999 (formerly Vice
President from April, 1998 to May,
1999, Assistant Secretary from April
1998 to February, 2000 and Secretary
from February, 2000 to May, 2000);
Executive Vice President of the Liberty
and Liberty All-Star Funds since October,
2000; Senior Vice President and General
Counsel, Liberty Financial since August,
2000; Senior Vice President and
General Counsel, Liberty Funds Group LLC
since January, 1999; General Counsel and
Secretary of SR&F since January, 1998;
Associate General Counsel and Vice
President of Liberty Financial prior thereto.
Loren Hansen Executive Vice President of the Trusts 1997
(52) since November, 1997; Chief Investment
Officer/Equity and Senior Vice President
of Colonial since October, 1997; Executive
Vice President of SR&F since
December, 1995; Senior Vice President of
The Northern Trust Company (banking) prior
thereto.
---------------------
(1) Except as otherwise noted, each individual has held the office
indicated or other offices in the same company for the last five
years.
Share Ownership by Trustees and Officers
As of the Record Date, neither the executive officers and the current Board
members, nor any nominee as a Board member, was known to own beneficially as
much as 1% of any outstanding Class of shares of any Stein Roe Mutual Fund.
The current Board members received the following compensation from each Stein
Roe Mutual Fund as of each Fund's fiscal year end1:
------------------- ------------- -------------- ------------- -------------
STEIN ROE MUTUAL
FUND SRBF SRAPF LGIF SRGSF
------------------- ------------- -------------- ------------- -------------
------------------- ------------- -------------- ------------- -------------
Fiscal Year End
9/30/00 9/30/00 9/30/00 9/30/00
------------------- ------------- -------------- ------------- -------------
------------------- ------------- -------------- ------------- -------------
Trustee:
------------------- ------------- -------------- ------------- -------------
------------------- ------------- -------------- ------------- -------------
Mr. Bacon $ 1,300 $ 1,500 $ 1,300 $ 1,300
------------------- ------------- -------------- ------------- -------------
------------------- ------------- -------------- ------------- -------------
Mr. Boyd 1,400 1,600 1,400 1,400
------------------- ------------- -------------- ------------- -------------
------------------- ------------- -------------- ------------- -------------
Mr. Hacker 1,300 1,500 1,300 1,300
------------------- ------------- -------------- ------------- -------------
------------------- ------------- -------------- ------------- -------------
Ms. Kelly 1,300 1,500 1,300 1,300
------------------- ------------- -------------- ------------- -------------
------------------- ------------- -------------- ------------- -------------
Dr. Nelson 1,300 1,500 1,300 1,300
------------------- ------------- -------------- ------------- -------------
------------------- ------------- -------------- ------------- -------------
Mr. Theobald 1,300 1,500 1,300 1,300
------------------- ------------- -------------- ------------- -------------
------------------- ------------- -------------- ------------- -------------
STEIN ROE MUTUAL
FUND LMCGF SRFF SRCOF SRSCGF
------------------- ------------- -------------- ------------- -------------
------------------- ------------- -------------- ------------- -------------
Fiscal Year End
9/30/00 9/30/00 9/30/00 9/30/00
------------------- ------------- -------------- ------------- -------------
------------------- ------------- -------------- ------------- -------------
Trustee:
------------------- ------------- -------------- ------------- -------------
------------------- ------------- -------------- ------------- -------------
Mr. Bacon $ 2,100 $ 2,100 $ 3,300 $ 1,500
------------------- ------------- -------------- ------------- -------------
------------------- ------------- -------------- ------------- -------------
Mr. Boyd 2,200 2,200 3,400 1,600
------------------- ------------- -------------- ------------- -------------
------------------- ------------- -------------- ------------- -------------
Mr. Hacker 2,100 2,100 3,300 1,500
------------------- ------------- -------------- ------------- -------------
------------------- ------------- -------------- ------------- -------------
Ms. Kelly 2,100 2,100 3,300 1,500
------------------- ------------- -------------- ------------- -------------
------------------- ------------- -------------- ------------- -------------
Dr. Nelson 2,100 2,100 3,300 1,500
------------------- ------------- -------------- ------------- -------------
------------------- ------------- -------------- ------------- -------------
Mr. Theobald 2,100 2,100 3,300 1,500
------------------- ------------- -------------- ------------- -------------
------------------- ------------- -------------- ------------- -------------
STEIN ROE MUTUAL
FUND SRYIF SRIF SRINCF SRIBF
------------------- ------------- -------------- ------------- -------------
------------------- ------------- -------------- ------------- -------------
Fiscal Year End
9/30/00 9/30/00 6/30/00 6/30/00
------------------- ------------- -------------- ------------- -------------
------------------- ------------- -------------- ------------- -------------
Trustee:
------------------- ------------- -------------- ------------- -------------
------------------- ------------- -------------- ------------- -------------
Mr. Bacon $ 1,300 $ 1,300 $ 1,400 $ 1,400
------------------- ------------- -------------- ------------- -------------
------------------- ------------- -------------- ------------- -------------
Mr. Boyd 1,400 1,400 1,500 1,500
------------------- ------------- -------------- ------------- -------------
------------------- ------------- -------------- ------------- -------------
Mr. Hacker 1,300 1,300 1,400 1,400
------------------- ------------- -------------- ------------- -------------
------------------- ------------- -------------- ------------- -------------
Ms. Kelly 1,300 1,300 1,400 1,400
------------------- ------------- -------------- ------------- -------------
------------------- ------------- -------------- ------------- -------------
Dr. Nelson 1,300 1,300 1,500 1,500
------------------- ------------- -------------- ------------- -------------
------------------- ------------- -------------- ------------- -------------
Mr. Theobald 1,300 1,300 1,400 1,400
------------------- ------------- -------------- ------------- -------------
------------------- ------------- -------------- ------------- -------------
STEIN ROE MUTUAL
FUND SRHYF SRCRF SRIMF SRHYMF
------------------- ------------- -------------- ------------- -------------
------------------- ------------- -------------- ------------- -------------
Fiscal Year End
6/30/00 6/30/00 6/30/00 6/30/00
------------------- ------------- -------------- ------------- -------------
------------------- ------------- -------------- ------------- -------------
Trustee:
------------------- ------------- -------------- ------------- -------------
------------------- ------------- -------------- ------------- -------------
Mr. Bacon $ 1,400 $ 1,400 $ 2,200 $ 1,400
------------------- ------------- -------------- ------------- -------------
------------------- ------------- -------------- ------------- -------------
Mr. Boyd 1,500 1,500 2,400 1,500
------------------- ------------- -------------- ------------- -------------
------------------- ------------- -------------- ------------- -------------
Mr. Hacker 1,400 1,400 2,200 1,400
------------------- ------------- -------------- ------------- -------------
------------------- ------------- -------------- ------------- -------------
Ms. Kelly 1,400 1,400 2,200 1,400
------------------- ------------- -------------- ------------- -------------
------------------- ------------- -------------- ------------- -------------
Dr. Nelson 1,500 1,500 2,300 1,500
------------------- ------------- -------------- ------------- -------------
------------------- ------------- -------------- ------------- -------------
Mr. Theobald 1,400 1,400 2,200 1,400
------------------- ------------- -------------- ------------- -------------
------------------- ------------- -------------- ------------- -------------
STEIN ROE MUTUAL
FUND SRMMF SRICHYF LYIF LGSF
------------------- ------------- -------------- ------------- -------------
------------------- ------------- -------------- ------------- -------------
Fiscal Year End
6/30/00 6/30/00 9/30/00 9/30/00
------------------- ------------- -------------- ------------- -------------
------------------- ------------- -------------- ------------- -------------
Trustee:
------------------- ------------- -------------- ------------- -------------
------------------- ------------- -------------- ------------- -------------
Mr. Bacon $ 3,100 $ 1,400 $ 1,300 $ 1,300
------------------- ------------- -------------- ------------- -------------
------------------- ------------- -------------- ------------- -------------
Mr. Boyd 3,200 1,500 1,400 1,400
------------------- ------------- -------------- ------------- -------------
------------------- ------------- -------------- ------------- -------------
Mr. Hacker 3,100 1,400 1,300 1,300
------------------- ------------- -------------- ------------- -------------
------------------- ------------- -------------- ------------- -------------
Ms. Kelly 3,100 1,400 1,300 1,300
------------------- ------------- -------------- ------------- -------------
------------------- ------------- -------------- ------------- -------------
Dr. Nelson 3,200 1,500 1,300 1,300
------------------- ------------- -------------- ------------- -------------
------------------- ------------- -------------- ------------- -------------
Mr. Theobald 3,100 1,400 1,300 1,300
------------------- ------------- -------------- ------------- -------------
------------------- -------------- ------------- ------------- -------------
STEIN ROE MUTUAL
FUND SRAHYMF SRAIBF LFRF LSRIFRIF
------------------- -------------- ------------- ------------- -------------
------------------- -------------- ------------- ------------- -------------
Fiscal Year End
6/30/00 6/30/00 8/31/00 8/31/00
------------------- -------------- ------------- ------------- -------------
------------------- -------------- ------------- ------------- -------------
Trustee:
------------------- -------------- ------------- ------------- -------------
------------------- -------------- ------------- ------------- -------------
Mr. Bacon $ 1,400 $ 1,400 $ 1,300 $ 1,300
------------------- -------------- ------------- ------------- -------------
------------------- -------------- ------------- ------------- -------------
Mr. Boyd 1,500 1,500 1,400 1,400
------------------- -------------- ------------- ------------- -------------
------------------- -------------- ------------- ------------- -------------
Mr. Hacker 1,400 1,400 1,300 1,300
------------------- -------------- ------------- ------------- -------------
------------------- -------------- ------------- ------------- -------------
Ms. Kelly 1,400 1,400 1,300 1,300
------------------- -------------- ------------- ------------- -------------
------------------- -------------- ------------- ------------- -------------
Dr. Nelson 1,500 1,500 1,300 1,300
------------------- -------------- ------------- ------------- -------------
------------------- -------------- ------------- ------------- -------------
Mr. Theobald 1,400 1,400 1,300 1,300
------------------- -------------- ------------- ------------- -------------
------------------- --------------
STEIN ROE MUTUAL
FUND SRMMMF
------------------- --------------
------------------- --------------
Fiscal Year End
6/30/00
------------------- --------------
------------------- --------------
Trustee:
------------------- --------------
------------------- --------------
Mr. Bacon $ 1,400
------------------- --------------
------------------- --------------
Mr. Boyd 1,500
------------------- --------------
------------------- --------------
Mr. Hacker 1,400
------------------- --------------
------------------- --------------
Ms. Kelly 1,400
------------------- --------------
------------------- --------------
Dr. Nelson 1,500
------------------- --------------
------------------- --------------
Mr. Theobald 1,400
------------------- --------------
The following table sets forth the compensation paid to each Trustee from the
respective portfolio of SR&F Base Trust, in which certain Funds invest their
assets, in their capacity as a Trustee to SR&F Base Trust, an open-end
investment company, for service during each Portfolio's fiscal year:
---------------- ---------------- ---------------- --------------- -------------
SR&F Growth SR&F Growth
SR&F Balanced SR&F Cash and Income Investor
Portfolio Reserves Portfolio Portfolio
Portfolio
---------------- ---------------- ---------------- --------------- -------------
---------------- ---------------- ---------------- --------------- -------------
Fiscal Year End
9/30/00 6/30/00 9/30/00 9/30/00
---------------- ---------------- ---------------- --------------- -------------
---------------- ---------------- ---------------- --------------- -------------
Trustee
---------------- ---------------- ---------------- --------------- -------------
---------------- ---------------- ---------------- --------------- -------------
Mr. Bacon $ 2,250 $ 4,000 $ 2,700 $ 4,350
---------------- ---------------- ---------------- --------------- -------------
---------------- ---------------- ---------------- --------------- -------------
Mr. Boyd 2,350 4,200 2,800 4,450
---------------- ---------------- ---------------- --------------- -------------
---------------- ---------------- ---------------- --------------- -------------
Mr. Hacker 2,250 4,000 2,700 4,350
---------------- ---------------- ---------------- --------------- -------------
---------------- ---------------- ---------------- --------------- -------------
Ms. Kelly 2,250 4,000 2,700 4,350
---------------- ---------------- ---------------- --------------- -------------
---------------- ---------------- ---------------- --------------- -------------
Dr. Nelson 2,250 4,100 2,700 4,350
---------------- ---------------- ---------------- --------------- -------------
---------------- ---------------- ---------------- --------------- -------------
Mr. Theobald 2,250 4,000 2,700 4,350
---------------- ---------------- ---------------- --------------- -------------
<PAGE>
--------------- ---------------- ---------------- --------------- --------------
SR&F High -
Yield
SR&F Growth SR&F High Municipals SR&F Income
Stock Portfolio Yield Portfolio Portfolio Portfolio
--------------- ---------------- ---------------- --------------- --------------
--------------- ---------------- ---------------- --------------- --------------
Fiscal Year End 9/30/00 6/30/00 6/30/00 6/30/00
--------------- ---------------- ---------------- --------------- --------------
--------------- ---------------- ---------------- --------------- --------------
Trustee
--------------- ---------------- ---------------- --------------- --------------
--------------- ---------------- ---------------- --------------- --------------
Mr. Bacon $ 4,350 $ 2,800 $ 2,800 $ 2,800
--------------- ---------------- ---------------- --------------- --------------
--------------- ---------------- ---------------- --------------- --------------
Mr. Boyd 4,450 3,000 3,000 3,000
--------------- ---------------- ---------------- --------------- --------------
--------------- ---------------- ---------------- --------------- --------------
Mr. Hacker 4,350 2,800 2,800 2,800
--------------- ---------------- ---------------- --------------- --------------
--------------- ---------------- ---------------- --------------- --------------
Ms. Kelly 4,350 2,800 2,800 2,800
--------------- ---------------- ---------------- --------------- --------------
--------------- ---------------- ---------------- --------------- --------------
Dr. Nelson 4,350 2,900 2,900 2,900
--------------- ---------------- ---------------- --------------- --------------
--------------- ---------------- ---------------- --------------- --------------
Mr. Theobald 4,350 2,800 2,800 2,800
--------------- ---------------- ---------------- --------------- --------------
--------------- ---------------- ---------------- --------------- --------------
SR&F
SR&F SR&F Municipal SR&F
Intermediate International Money Market Discipline
Bond Portfolio Portfolio Portfolio Stock Portfolio
---------------- ---------------- ---------------- --------------- -------------
---------------- ---------------- ---------------- --------------- -------------
Fiscal Year End 6/30/00 9/30/00 6/30/00 9/30/00
---------------- ---------------- ---------------- --------------- -------------
---------------- ---------------- ---------------- --------------- -------------
Trustee
---------------- ---------------- ---------------- --------------- -------------
---------------- ---------------- ---------------- --------------- -------------
Mr. Bacon $ 2,800 $ 2,100 $ 2,200 $ 3,450
---------------- ---------------- ---------------- --------------- -------------
---------------- ---------------- ---------------- --------------- -------------
Mr. Boyd 3,000 2,200 2,400 3,550
---------------- ---------------- ---------------- --------------- -------------
---------------- ---------------- ---------------- --------------- -------------
Mr. Hacker 2,800 2,100 2,200 3,450
---------------- ---------------- ---------------- --------------- -------------
---------------- ---------------- ---------------- --------------- -------------
Ms. Kelly 2,800 2,100 2,200 3,450
---------------- ---------------- ---------------- --------------- -------------
---------------- ---------------- ---------------- --------------- -------------
Dr. Nelson 2,900 2,100 2,300 3,450
---------------- ---------------- ---------------- --------------- -------------
---------------- ---------------- ---------------- --------------- -------------
Mr. Theobald 2,800 2,100 2,200 3,450
---------------- ---------------- ---------------- --------------- -------------
<PAGE>
The following table sets forth the compensation paid to each Manager for serving
on the Board of Managers of Stein Roe Floating Rate Limited Liability Company,
(SRFRLLC) in which certain Funds invest their assets, for service during the
fiscal year ended August 31, 2000:
---------------------------------- ---------------------------------------------
Total Compensation Paid To The Managers
From SRFRLLC For The Fiscal Year Ended
Manager August 31, 2000
---------------------------------- ---------------------------------------------
---------------------------------- ---------------------------------------------
Mr. Bacon $ 1,950
---------------------------------- ---------------------------------------------
---------------------------------- ---------------------------------------------
Mr. Boyd 2,050
---------------------------------- ---------------------------------------------
---------------------------------- ---------------------------------------------
Mr. Hacker 1,950
---------------------------------- ---------------------------------------------
---------------------------------- ---------------------------------------------
Ms. Kelly 1,950
---------------------------------- ---------------------------------------------
---------------------------------- ---------------------------------------------
Dr. Nelson 1,950
---------------------------------- ---------------------------------------------
---------------------------------- ---------------------------------------------
Mr. Theobald 1,950
---------------------------------- ---------------------------------------------
The following table sets forth the compensation paid to each Trustee from each
series of SteinRoe Variable Investment Trust, an open-end investment company,
for service during the Trust's fiscal year ended December 31, 1999:
-------------- ---------------- ---------------- --------------- ---------------
Stein Roe Stein Roe
Stein Roe Stein Roe Money Market Mortgage
Balanced Fund, Growth Stock Fund, Securities
Variable Series Fund, Variable Variable Fund, Variable
Series Series Series
-------------- ---------------- ---------------- --------------- ---------------
-------------- ---------------- ---------------- --------------- ---------------
Trustee
-------------- ---------------- ---------------- --------------- ---------------
-------------- ---------------- ---------------- --------------- ---------------
Mr. Bacon $ 2,900 $ 2,900 $ 2,300 $ 2,300
-------------- ---------------- ---------------- --------------- ---------------
-------------- ---------------- ---------------- --------------- ---------------
Mr. Boyd 3,000 3,000 2,400 2,400
-------------- ---------------- ---------------- --------------- ---------------
-------------- ---------------- ---------------- --------------- ---------------
Mr. Hacker 2,450 2,450 2,000 2,000
-------------- ---------------- ---------------- --------------- ---------------
-------------- ---------------- ---------------- --------------- ---------------
Ms. Kelly 2,900 2,900 2,300 2,300
-------------- ---------------- ---------------- --------------- ---------------
-------------- ---------------- ---------------- --------------- ---------------
Dr. Nelson 3,000 3,000 2,400 2,400
-------------- ---------------- ---------------- --------------- ---------------
-------------- ---------------- ---------------- --------------- ---------------
Mr. Theobald 2,900 2,900 2,300 2,300
-------------- ---------------- ---------------- --------------- ---------------
<PAGE>
------------------ ----------------
Stein Roe
Small Company
Growth Fund,
Variable Series
------------------ ----------------
------------------ ----------------
Trustee
------------------ ----------------
------------------ ----------------
Mr. Bacon $ 2,300
------------------ ----------------
------------------ ----------------
Mr. Boyd 2,400
------------------ ----------------
------------------ ----------------
Mr. Hacker 2,000
------------------ ----------------
------------------ ----------------
Ms. Kelly 2,300
------------------ ----------------
------------------ ----------------
Dr. Nelson 2,400
------------------ ----------------
------------------ ----------------
Mr. Theobald 2,300
------------------ ----------------
------------------- ---------------------------------------
TOTAL COMPENSATION PAID FROM STEIN
ROE MUTUAL FUNDS COMPLEX(1) TO THE
BOARD OF TRUSTEES FOR THE CALENDAR
YEAR ENDED
------------------- ---------------------------------------
------------------- ---------------------------------------
Trustee: 12/31/99
------------------- ---------------------------------------
------------------- ---------------------------------------
Mr. Bacon $103,450
------------------- ---------------------------------------
------------------- ---------------------------------------
Mr. Boyd $109,950
------------------- ---------------------------------------
------------------- ---------------------------------------
Mr. Hacker $ 93,950
------------------- ---------------------------------------
------------------- ---------------------------------------
Ms. Kelly $103,450
------------------- ---------------------------------------
------------------- ---------------------------------------
Dr. Nelson $108,050
------------------- ---------------------------------------
------------------- ---------------------------------------
Mr. Theobald $103,450
------------------- ---------------------------------------
(1) At June 30, 2000, the Stein Roe Mutual Funds Complex consisted of four
series of Liberty - Stein Roe Funds Income Trust, one series of Liberty -
Stein Roe Funds Trust, four series of Liberty - Stein Roe Funds Municipal
Trust, 12 series of Liberty - Stein Roe Funds Investment Trust, five
series of Liberty - Stein Roe Advisor Trust, five series of SteinRoe
Variable Investment Trust, 12 portfolios of SR&F Base Trust, Liberty
Floating Rate Fund, Liberty-Stein Roe Institutional Floating Rate Income
Fund and Stein Roe Floating Rate Limited Liability Company.
<PAGE>
Appendix A
MANAGEMENT AGREEMENT
SR&F BASE TRUST, a Massachusetts common law trust registered under the
Investment Company Act of 1940 ("1940 Act") as an open-end diversified
management investment company ("Trust"), hereby appoints NEWPORT FUND
MANAGEMENT, INC., a Virginia corporation registered under the Investment
Advisers Act of 1940 as an investment adviser, of San Francisco, California
("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 SR&F International Portfolio (the "Portfolio").
Trust and Manager hereby agree that:
1. Investment Management Services. Manager shall manage the investment
operations of Trust and Portfolio, 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 the Portfolio:
(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 Portfolio'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 Portfolio 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 Portfolio, 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 Portfolio 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 Portfolio action, and any other rights
pertaining to Trust or the Portfolio shall be exercised;
(f) to make available to Trust promptly upon request all of the
Portfolio'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 the Portfolio,
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 the Portfolio 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 Portfolio 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 Portfolio, 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 Portfolio and shall provide such services and facilities as
may be required for effective administration of Trust and Portfolio 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 Portfolio;
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
Portfolio shall be paid solely out of Portfolio assets. Any expense borne by
Trust which is not solely attributable to Portfolio, 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 the Portfolio. 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
Portfolio 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 Portfolio 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 Portfolio fees at the annual rate of 0.85% of the average net
assets of the Portfolio. For the Portfolio, 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 Portfolio, 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 Portfolio'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 Portfolio. 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 Portfolio 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
Portfolio 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 the Portfolio, a
"majority of the outstanding shares" of the Portfolio. 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 the Portfolio as of [ ]. This Agreement may be terminated at any
time, without payment of any penalty, as to the Portfolio by the Board of
Trustees of Trust, or by a vote of a majority of the outstanding shares of the
Portfolio, 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 continuee Portfolio specified in
Schedule A and thereafter from year to year only so long as such continuance is
specifically approved with respect to that Portfolio 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 Portfolio.
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 the Portfolio 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 the Portfolio
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
Portfolio 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 "SR&F Base Trust" and
the Portfolio name 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: [ ], 2000
SR&F BASE TRUST
By: /S/
------------------------------
NEWPORT FUND MANAGEMENT, INC.
By: /S/
------------------------------
<PAGE>
Appendix B
SUB-ADVISORY AGREEMENT
SUB-ADVISORY AGREEMENT, dated this day of , among STEIN ROE & FARNHAM
INCORPORATED, a Delaware corporation (the "Adviser"), UNIBANK SECURITIES, INC.,
d/b/a "UNIBANK INVESTMENT MANAGEMENT," a company incorporated under the laws of
the State of Delaware (the "Sub-Adviser") and SR&F BASE TRUST (the "Trust"), on
behalf of SR&F Balanced Portfolio (the "Portfolio").
WITNESSETH:
WHEREAS, the Adviser provides the Portfolio, a series of the Trust, an
open-end investment company registered under the Investment Company Act of 1940,
as amended (the "1940 Act"), and a master fund into which the Stein Roe Balanced
Fund (the "Fund") invests all of its assets as part of a master fund/feeder fund
structure, business services pursuant to the terms and conditions of an
investment advisory agreement dated August 15, 1995, as amended, (the "Advisory
Agreement") between the Adviser and the Trust, on behalf of the Portfolio; and
WHEREAS, the Sub-Adviser is willing to provide services to the Adviser
with respect to the Fund's assets invested in the Portfolio on the terms and
conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
of the parties hereto as herein set forth, the parties covenant and agree as
follows:
1. Duties of the Sub-Adviser. Subject to the supervision of the
Trustees of the Trust and the Adviser, the Sub-Adviser will: (a) manage the
investment of a portion of the assets of the Portfolio, as determined by the
Adviser, in accordance with the Fund's and Portfolio's investment objectives,
policies and limitations as stated in the Fund's then current Prospectus (the
"Prospectus") and Statement of Additional Information (the "Statement"), and in
compliance with the 1940 Act and the rules, regulations and orders thereunder;
(b) place purchase and sale orders for portfolio transactions for the Portfolio;
(c) evaluate such economic, statistical and financial information and undertake
such investment research as it shall believe advisable; (d) employ professional
portfolio managers to provide research services to the Portfolio; and (e) report
results to the Board of Trustees of the Trust. The Adviser agrees to provide the
Sub-Adviser with such assistance as may be reasonably requested by the
Sub-Adviser in connection with its activities under this Agreement, including,
without limitation, information concerning the Portfolio, its funds available,
or to become available, for investment and generally as to the conditions of the
Portfolio's affairs.
Should the Trustees of the Trust or the Adviser at any time make any
determination as to investment policy and notify the Sub-Adviser thereof in
writing, the Sub-Adviser shall be bound by such determination for the period, if
any, specified in such notice or until notified that such determination has been
revoked. Further, the Adviser or the Trustees of the Trust may at any time, upon
written notice to the Sub-Adviser, suspend or restrict the right of the
Sub-Adviser to determine what assets of the Portfolio shall be purchased or sold
and what portion, if any, of the Portfolio's assets shall be held uninvested. It
is understood that the Adviser undertakes to discuss with the Sub-Adviser any
such determinations of investment policy and any such suspension or restrictions
on the right of the Sub-Adviser to determine what assets of the Portfolio shall
be purchased or sold or held uninvested, prior to the implementation thereof.
2. Certain Information to the Sub-Adviser. Copies of the Prospectus and
the Statement have been delivered to the Sub-Adviser. The Adviser agrees to
notify the Sub-Adviser of each change in the investment policies of the Fund and
Portfolio and to provide to the Sub-Adviser as promptly as practicable copies of
all amendments and supplements to the Prospectus and the Statement. In addition,
the Adviser will promptly provide the Sub-Adviser with any procedures applicable
to the Sub-Adviser adopted from time to time by the Trustees of the Trust and
agrees to provide promptly to the Sub-Adviser copies of all amendments thereto.
3. Execution of Certain Documents. Subject to any other written
instructions of the Adviser and the Trustees of the Trust, the Sub-Adviser is
hereby appointed the Adviser's and the Trust's agent and attorney-in-fact to
execute account documentation, agreements, contracts and other documents as the
Sub-Adviser shall be requested by brokers, dealers, counterparties and other
persons in connection with its management of the assets of the Portfolio.
4. Reports. The Sub-Adviser shall furnish to the Trustees of the Trust
or the Adviser, or both, as may be appropriate, quarterly reports of its
activities on behalf of the Fund and Portfolio, as required by applicable law or
as otherwise requested from time to time by the Trustees of the Trust or the
Adviser, and such additional information, reports, evaluations, analyses and
opinions as the Trustees of the Trust or the Adviser, as appropriate, may
request from time to time.
5. Compensation of the Sub-Adviser. For the services to be rendered by
the Sub-Adviser under this Agreement, the Adviser shall pay to the Sub-Adviser
compensation, computed and paid monthly in arrears in U.S. dollars, at an annual
rate of 0.40% of the average daily net asset value of the portion of the
Portfolio's assets under management by the Sub-Adviser. If the Sub-Adviser shall
serve for less than the whole of any month, the compensation payable to the
Sub-Adviser with respect to the Portfolio will be prorated. The Sub-Adviser will
pay its expenses incurred in performing its duties under this Agreement. Neither
the Trust nor the Portfolio shall be liable to the Sub-Adviser for the
compensation of the Sub-Adviser. For the purpose of determining fees payable to
the Sub-Adviser, the value of the Fund's net assets shall be computed at the
times and in the manner specified in the Prospectus and/or Statement.
6. Limitation of Liability of the Sub-Adviser. The Sub-Adviser shall
not be liable for any error of judgment or mistake of law or for any loss
arising out of any investment or for any act or omission in the execution and
management of the Portfolio, except for willful misfeasance, bad faith or gross
negligence in the performance of its duties and obligations hereunder. The
Trust, on behalf of the Portfolio, may enforce any obligations of the
Sub-Adviser under this Agreement and may recover directly from the Sub-Adviser
for any liability it may have to the Portfolio.
7. Activities of the Sub-Adviser. The services of the Sub-Adviser to
the Portfolio are not deemed to be exclusive, the Sub-Adviser being free to
render investment advisory and/or other services to others.
8. Covenants of the Sub-Adviser. The Sub-Adviser agrees that it (a)
will not deal with itself, "affiliated persons" of the Sub-Adviser, the Trustees
of the Trust or the Portfolio's distributor, as principals, agents, brokers or
dealers in making purchases or sales of securities or other property for the
account of the Portfolio, except as permitted by the 1940 Act and the rules,
regulations and orders thereunder and subject to the prior written approval of
the Adviser, and except in accordance with Rule 17e-1 procedures as approved by
the Trustees from time to time and (b) will comply with all other provisions of
the then-current Prospectus and Statement relative to the Sub-Adviser and its
trustees, officers, employees and affiliates.
9. Representations, Warranties and Additional Agreements of the
Sub-Adviser. The Sub-Adviser represents, warrants and agrees that:
(a) It (i) is registered as an investment adviser under the U.S.
Investment Advisers Act of 1940 (the "Advisers Act"), is authorized to undertake
investment business in the U.S. and is registered under the laws of any
jurisdiction in which the Sub-Adviser is required to be registered as an
investment adviser in order to perform its obligations under this Agreement, and
will continue to be so registered for so long as this Agreement remains in
effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from
performing the services contemplated by this Agreement; (iii) has met, and will
continue to meet for so long as this Agreement remains in effect, any other
applicable Federal or State requirements, or the applicable requirements of any
regulatory or industry self-regulatory agency, necessary to be met in order to
perform the services contemplated by this Agreement; (iv) has the authority to
enter into and perform the services contemplated by this Agreement; (v) will
immediately notify the Adviser in writing of the occurrence of any event that
would disqualify the Sub-Adviser from serving as an investment adviser of an
investment company pursuant to Section 9(a) of the 1940 Act or otherwise; and
(vi) will immediately notify the Adviser in writing of any change of control of
the Sub-Adviser or any parent of the Sub-Adviser resulting in an "assignment" of
this Agreement.
(b) It will maintain, keep current and preserve on behalf of the
Portfolio, in the manner and for the periods of time required or permitted by
the 1940 Act and the rules, regulations and orders thereunder and the Advisers
Act and the rules, regulations and orders thereunder, records relating to
investment transactions made by the Sub-Adviser for the Fund and Portfolio as
may be reasonably requested by the Adviser or the Fund or Portfolio from time to
time. The Sub-Adviser agrees that such records are the property of the Fund and
Portfolio, and will be surrendered to the Fund or Portfolio promptly upon
request.
(c) The Sub-Adviser has adopted a written code of ethics complying with
the requirements of Rule 17j-1 under the 1940 Act and, if it has not already
done so, will provide the Adviser and the Trust with a copy of such code of
ethics, and upon any amendment to such code of ethics, promptly provide such
amendment. At least annually the Sub-Adviser will provide the Trust and the
Adviser with a certificate signed by the chief compliance officer (or the person
performing such function) of the Sub-Adviser certifying, to the best of his or
her knowledge, compliance with the code of ethics during the immediately
preceding twelve (12) month period, including any material violations of or
amendments to the code of ethics or the administration thereof.
(d) It has provided the Adviser and the Trust with a copy of its Form
ADV as most recently filed with the Securities and Exchange Commission (the
"SEC") and will, promptly after filing any amendment to its Form ADV with the
SEC, furnish a copy of such amendment to the Adviser and the Trust.
10. Duration and Termination of this Agreement. This Agreement shall
become effective on the date first above written and shall govern the relations
between the parties hereto thereafter, and shall remain in force until June 30,
2002 and from year to year thereafter but only so long as its continuance is
"specifically approved at least annually" by the Board of Trustees of the Trust
or by "vote of a majority of the outstanding voting securities" of the Fund.
This Agreement may be terminated at any time without penalty on sixty days'
written notice to the Sub-Adviser by vote of the Board of Trustees of the Trust,
by "vote of a majority of the outstanding voting securities" of the Fund, or by
the Adviser. This Agreement also may be terminated at any time without penalty
by the Sub-Advisor on ninety days' written notice to the Adviser and Trust. This
Agreement shall automatically terminate in the event of its "assignment" or in
the event that the Advisory Agreement shall have terminated for any reason.
11. Amendments to this Agreement. This Agreement may be amended in
accordance with the 1940 Act.
12. Certain Definitions. The terms "specifically approved at least
annually", "vote of a majority of the outstanding voting securities",
"assignment", "control", "affiliated persons" and "interested person", when used
in this Agreement, shall have the respective meanings specified, and shall be
construed in a manner consistent with, the 1940 Act and the rules, regulations
and orders thereunder, subject, however, to such exemptions as may be granted by
the SEC under the 1940 Act.
13. Survival of Representations and Warranties; Duty to Update
Information. All representations and warranties made by the Sub-Adviser pursuant
to Section 9 hereof shall survive for the duration of this Agreement and the
Sub-Adviser shall immediately notify, but in no event later than five (5)
business days, the Adviser in writing upon becoming aware that any of the
foregoing representations and warranties are no longer true.
14. Miscellaneous. This Agreement shall be governed by and construed in
accordance with the internal laws of The Commonwealth of Massachusetts. All
notices provided for by this Agreement shall be in writing and shall be deemed
given when received, against appropriate receipt, by the Sub-Adviser's Secretary
in the case of the Sub-Adviser, the Adviser's General Counsel in the case of the
Adviser, and the Trust's Secretary in the case of the Portfolio, or such other
person as a party shall designate by notice to the other parties. This Agreement
constitutes the entire agreement among the parties hereto and supersedes any
prior agreement among the parties relating to the subject matter hereof. The
section headings of this Agreement are for convenience of reference and do not
constitute a part hereof.
<PAGE>
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed and delivered in their names and on their behalf by the undersigned,
thereunto duly authorized, and their respective seals to be hereto affixed, all
as of the day and year first written above.
STEIN ROE & FARNHAM INCORPORATED
By:
-------------------------------------
Name:
Title:
UNIBANK SECURITIES, INC.
By:
--------------------------------------
Name:
Title:
SR&F BASE TRUST on behalf of SR&F Balanced
Portfolio
By:
--------------------------------------
Name:
Title:
--------
1 The Liberty - Stein Roe Mutual Funds do not currently provide pension or
retirement plan benefits to the Trustees.
<PAGE>
PLEASE VOTE PROMPTLY
*********************************
Your vote is important, no matter how many shares you own. Please vote on the
reverse side of this proxy card and sign in the space(s) provided. Return your
completed proxy card in the enclosed envelope today.
You may receive additional proxies for other accounts. These are not duplicates;
you should sign and return each proxy card in order for your votes to be
counted.
This proxy is solicited on behalf of the Board of Trustees. The signers of this
proxy hereby appoint William J. Ballou, Suzan M. Barron, Stephen E. Gibson,
Russell L. Kane, Pamela A. McGrath, and Vincent P. Pietropaolo each of them
proxies of the signers, with power of substitution to vote at the
Special Meeting of Shareholders to be held at Boston, Massachusetts, on
Wednesday, December 27, 2000, and at any adjournments, as specified herein, and
in accordance with their best judgement, on any other business that may properly
come before this meeting.
After careful review, the Board of Trustees unanimously has recommended a vote
"FOR" all matters.
<PAGE>
[Liberty Logo] LIBERTY
SteinRoe Services, Inc.
Stein Roe Balanced Fund
This proxy, when properly executed, will be voted in the manner directed herein
and, absent direction, will be voted FOR each Item below. This proxy will be
voted in accordance with the holder's best judgement as to any other matter.
The Board of Trustees recommends a vote FOR the following Items:
1. To elect eleven Trustees (Item 1.(a) of the Notice).
(01) Douglas A. Hacker
(02) Janet Langford Kelly
(03) Richard W. Lowry
(04) Salvatore Macera
(05) William E. Mayer
(06) Charles R. Nelson
(07) John J. Neuhauser
(08) Joseph R. Palombo
(09) Thomas E. Stitzel
(10) Thomas C. Theobald
(11) Anne-Lee Verville
For Withhold For All
All Except
Nominees
__ __ __
|__| |__| |__|
Instruction: To withhold authority to vote for any individual nominee(s), mark
the "For All Except" box and strike a line through the name(s) of the
nominee(s). Your shares will be voted for the remaining nominee(s).
2. To authorize the Fund to cast votes for the same nominees for theelection of
a Board of Trustees of SR&F Base Trust for whom you voted above (Item 1.(b) of
the Notice).
For Against Abstain
__ __ __
|__| |__| |__|
<PAGE>
3. To approve or disapprove a new sub-advisory agreement with Unibank
Securities, Inc. (Item 3. of the Notice).
For Against Abstain
__ __ __
|__| |__| |__|
4. To approve or disapprove the modification of the fundamental investment
restriction relating to borrowing (Item 8.(a) of the Notice).
For Against Abstain
__ __ __
|__| |__| |__|
5. To approve or disapprove a similar modification of the fundamental investment
restriction relating to borrowing for the Balanced Portfolio of SR&F Base Trust
(Item 8.(b) of the Notice).
For Against Abstain
__ __ __
|__| |__| |__|
__
MARK BOX AT RIGHT FOR ADDRESS CHANGE AT LEFT |__|
PLEASE MARK, SIGN DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE. Please sign exactly as name or names appear hereon. Joint owners
should each sign personally. When signing as attorney, executor, administrator,
trustee or guardian, please give full corporate name by President or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.
Please be sure to sign and date this Proxy.
Date_________________
------------------------- ----------------------
Shareholder sign here Co-owner sign here
<PAGE>
PLEASE VOTE PROMPTLY
*********************************
Your vote is important, no matter how many shares you own. Please vote on the
reverse side of this proxy card and sign in the space(s) provided. Return your
completed proxy card in the enclosed envelope today.
You may receive additional proxies for other accounts. These are not duplicates;
you should sign and return each proxy card in order for your votes to be
counted.
This proxy is solicited on behalf of the Board of Trustees. The signers of this
proxy hereby appoint William J. Ballou, Suzan M. Barron, Stephen E. Gibson,
Russell L. Kane, Pamela A. McGrath, and Vincent P. Pietropaolo each of them
proxies of the signers, with power of substitution to vote at the
Special Meeting of Shareholders to be held at Boston, Massachusetts, on
Wednesday, December 27, 2000, and at any adjournments, as specified herein, and
in accordance with their best judgement, on any other business that may properly
come before this meeting.
After careful review, the Board of Trustees unanimously has recommended a vote
"FOR" all matters.
<PAGE>
[Liberty Logo] LIBERTY
SteinRoe Services, Inc.
Stein Roe Cash Reserves Fund
This proxy, when properly executed, will be voted in the manner directed herein
and, absent direction, will be voted FOR each Item below. This proxy will be
voted in accordance with the holder's best judgement as to any other matter.
The Board of Trustees recommends a vote FOR the following Items:
1. To elect eleven Trustees (Item 1.(a) of the Notice).
(01) Douglas A. Hacker
(02) Janet Langford Kelly
(03) Richard W. Lowry
(04) Salvatore Macera
(05) William E. Mayer
(06) Charles R. Nelson
(07) John J. Neuhauser
(08) Joseph R. Palombo
(09) Thomas E. Stitzel
(10) Thomas C. Theobald
(11) Anne-Lee Verville
For Withhold For All
All Except
Nominees
__ __ __
|__| |__| |__|
Instruction: To withhold authority to vote for any individual nominee(s), mark
the "For All Except" box and strike a line through the name(s) of the
nominee(s). Your shares will be voted for the remaining nominee(s).
2. To authorize the Fund to cast votes for the the same nominees for the
election of a Board of Trustees of SR&F Base Trust for whom they voted above
(Item 1.(b) of the Notice).
For Against Abstain
__ __ __
|__| |__| |__|
<PAGE>
3. To approve or disapprove the reclassification of the fundamental investment
restriction prohibiting the purchase of securities on margin as non-fundamental
(Item 4.(a) of the Notice).
For Against Abstain
__ __ __
|__| |__| |__|
4. To approve or disapprove a similar reclassification of the fundamental
investment restriction prohibiting the purchase of securities on margin as
non-fundamental for the Cash Reserves Portfolio of SR&F Base Trust (Item 4.(e)
of the Notice).
For Against Abstain
__ __ __
|__| |__| |__|
5. To approve or disapprove the modification of the fundamental investment
restriction relating to borrowing (Item 8.(a) of the Notice).
For Against Abstain
__ __ __
|__| |__| |__|
6. To approve or disapprove a similar modification of the fundamental investment
restriction relating to borrowing for the Cash Reserves Portfolio of SR&F Base
Trust (Item 8.(b) of the Notice).
For Against Abstain
__ __ __
|__| |__| |__|
MARK BOX AT RIGHT FOR ADDRESS CHANGE AND NOTE AT LEFT |__|
PLEASE MARK, SIGN DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE. Please sign exactly as name or names appear hereon. Joint owners
should each sign personally. When signing as attorney, executor, administrator,
trustee or guardian, please give full corporate name by President or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.
Please be sure to sign and date this Proxy.
Date_________________
------------------------- ----------------------
Shareholder sign here Co-owner sign here
<PAGE>
PLEASE VOTE PROMPTLY
*********************************
Your vote is important, no matter how many shares you own. Please vote on the
reverse side of this proxy card and sign in the space(s) provided. Return your
completed proxy card in the enclosed envelope today.
You may receive additional proxies for other accounts. These are not duplicates;
you should sign and return each proxy card in order for your votes to be
counted.
This proxy is solicited on behalf of the Board of Trustees. The signers of this
proxy hereby appoint William J. Ballou, Suzan M. Barron, Stephen E. Gibson,
Russell L. Kane, Pamela A. McGrath, and Vincent P. Pietropaolo each of them
proxies of the signers, with power of substitution to vote at the
Special Meeting of Shareholders to be held at Boston, Massachusetts, on
Wednesday, December 27, 2000, and at any adjournments, as specified herein, and
in accordance with their best judgement, on any other business that may properly
come before this meeting.
After careful review, the Board of Trustees unanimously has recommended a vote
"FOR" all matters.
<PAGE>
[Liberty Logo] LIBERTY
SteinRoe Services, Inc.
Liberty -- Stein Roe Institutional Floating Rate Income
Fund
Liberty Floating Rate Fund
This proxy, when properly executed, will be voted in the manner directed herein
and, absent direction, will be voted FOR each Item below. This proxy will be
voted in accordance with the holder's best judgement as to any other matter.
The Board of Trustees recommends a vote FOR the following Items:
1. To elect eleven Trustees (Item 1.(a) of the Notice).
(01) Douglas A. Hacker
(02) Janet Langford Kelly
(03) Richard W. Lowry
(04) Salvatore Macera
(05) William E. Mayer
(06) Charles R. Nelson
(07) John J. Neuhauser
(08) Joseph R. Palombo
(09) Thomas E. Stitzel
(10) Thomas C. Theobald
(11) Anne-Lee Verville
For Withhold For All
All Nominees Except
__ __ __
|__| |__| |__|
Instruction: To withhold authority to vote for any individual nominee(s), mark
the "For All Except" box and strike a line through the name(s) of the
nominee(s). Your shares will be voted for the remaining nominee(s).
2. To authorize the Fund to cast votes for the same nominees for the election of
a Board of Managers of Stein Roe Floating Rate Limited Liability Company for
whom you voted above (Item 1.(b) of the Notice).
For Against Abstain
__ __ __
|__| |__| |__|
<PAGE>
3. To approve or disapprove the reclassification of the fundamental investment
restriction prohibiting the purchase of securities on margin as non-fundamental
(Item 4.(a) of the Notice).
For Against Abstain
__ __ __
|__| |__| |__|
4. To approve or disapprove a similar reclassification of the fundamental
investment restriction prohibiting the purchase of securities on margin as
non-fundamental for Stein Roe Floating Rate Limited Liability Company (Item
4.(h) of the Notice).
For Against Abstain
__ __ __
|__| |__| |__|
5. To approve or disapprove the modification of the fundamental investment
restriction relating to borrowing (Item 8.(a) of the Notice).
For Against Abstain
__ __ __
|__| |__| |__|
6. To approve or disapprove a similar modification of the fundamental investment
restriction relating to borrowing for Stein Roe Floating Rate Limited Liability
Company (Item 8.(b) of the Notice).
For Against Abstain
__ __ __
|__| |__| |__|
MARK BOX AT RIGHT FOR ADDRESS CHANGE AND NOTE AT LEFT |__|
PLEASE MARK, SIGN DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE. Please sign exactly as name or names appear hereon. Joint owners
should each sign personally. When signing as attorney, executor, administrator,
trustee or guardian, please give full corporate name by President or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.
Please be sure to sign and date this Proxy.
Date_________________
------------------------- ----------------------
Shareholder sign here Co-owner sign here
<PAGE>
PLEASE VOTE PROMPTLY
*********************************
Your vote is important, no matter how many shares you own. Please vote on the
reverse side of this proxy card and sign in the space(s) provided. Return your
completed proxy card in the enclosed envelope today.
You may receive additional proxies for other accounts. These are not duplicates;
you should sign and return each proxy card in order for your votes to be
counted.
This proxy is solicited on behalf of the Board of Trustees. The signers of this
proxy hereby appoint William J. Ballou, Suzan M. Barron, Stephen E. Gibson,
Russell L. Kane, Pamela A. McGrath, and Vincent P. Pietropaolo each of them
proxies of the signers, with power of substitution to vote at the
Special Meeting of Shareholders to be held at Boston, Massachusetts, on
Wednesday, December 27, 2000, and at any adjournments, as specified herein, and
in accordance with their best judgement, on any other business that may properly
come before this meeting.
After careful review, the Board of Trustees unanimously has recommended a vote
"FOR" all matters.
<PAGE>
[Liberty Logo] LIBERTY
SteinRoe Services, Inc.
Stein Roe Growth Stock Fund
Liberty Growth Stock Fund
This proxy, when properly executed, will be voted in the manner directed herein
and, absent direction, will be voted FOR each Item below. This proxy will be
voted in accordance with the holder's best judgement as to any other matter.
The Board of Trustees recommends a vote FOR the following Items:
1. To elect eleven Trustees (Item 1.(a) of the Notice).
(01) Douglas A. Hacker
(02) Janet Langford Kelly
(03) Richard W. Lowry
(04) Salvatore Macera
(05) William E. Mayer
(06) Charles R. Nelson
(07) John J. Neuhauser
(08) Joseph R. Palombo
(09) Thomas E. Stitzel
(10) Thomas C. Theobald
(11) Anne-Lee Verville
For Withhold For All
All Except
Nominees
__ __ __
|__| |__| |__|
Instruction: To withhold authority to vote for any individual nominee(s), mark
the "For All Except" box and strike a line through the name(s) of the
nominee(s). Your shares will be voted for the remaining nominee(s).
2. To authorize the Fund to cast votes for the same nominees for the election of
a Board of Trustees of SR&F Base Trust for whom they voted above (Item 1.(b) of
the Notice).
For Against Abstain
__ __ __
|__| |__| |__|
<PAGE>
3. To approve or disapprove the modification of the fundamental investment
restriction relating to borrowing (Item 8.(a) of the Notice).
For Against Abstain
__ __ __
|__| |__| |__|
4. To approve or disapprove a similar modification of the fundamental investment
restriction relating to borrowing for the Growth Stock Portfolio of SR&F Base
Trust (Item 8.(b) of the Notice).
For Against Abstain
__ __ __
|__| |__| |__|
MARK BOX AT RIGHT FOR ADDRESS CHANGE AND NOTE AT LEFT |__|
PLEASE MARK, SIGN DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE. Please sign exactly as name or names appear hereon. Joint owners
should each sign personally. When signing as attorney, executor, administrator,
trustee or guardian, please give full corporate name by President or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.
Please be sure to sign and date this Proxy.
Date_________________
------------------------- ----------------------
Shareholder sign here Co-owner sign here
<PAGE>
PLEASE VOTE PROMPTLY
*********************************
Your vote is important, no matter how many shares you own. Please vote on the
reverse side of this proxy card and sign in the space(s) provided. Return your
completed proxy card in the enclosed envelope today.
You may receive additional proxies for other accounts. These are not duplicates;
you should sign and return each proxy card in order for your votes to be
counted.
This proxy is solicited on behalf of the Board of Trustees. The signers of this
proxy hereby appoint William J. Ballou, Suzan M. Barron, Stephen E. Gibson,
Russell L. Kane, Pamela A. McGrath, and Vincent P. Pietropaolo each of them
proxies of the signers, with power of substitution to vote at the
Special Meeting of Shareholders to be held at Boston, Massachusetts, on
Wednesday, December 27, 2000, and at any adjournments, as specified herein, and
in accordance with their best judgement, on any other business that may properly
come before this meeting.
After careful review, the Board of Trustees unanimously has recommended a vote
"FOR" all matters.
<PAGE>
[Liberty Logo] LIBERTY
SteinRoe Services, Inc.
Liberty Growth Investor Fund Class A, B, C, Z
Stein Roe Growth Investor Fund, Class S
Stein Roe Young Investor
Liberty Young Investor
This proxy, when properly executed, will be voted in the manner directed herein
and, absent direction, will be voted FOR each Item below. This proxy will be
voted in accordance with the holder's best judgement as to any other matter.
The Board of Trustees recommends a vote FOR the following Items:
1. To elect eleven Trustees (Item 1.(a) of the Notice).
(01) Douglas A. Hacker
(02) Janet Langford Kelly
(03) Richard W. Lowry
(04) Salvatore Macera
(05) William E. Mayer
(06) Charles R. Nelson
(07) John J. Neuhauser
(08) Joseph R. Palombo
(09) Thomas E. Stitzel
(10) Thomas C. Theobald
(11) Anne-Lee Verville
For Withhold For All
All Except
Nominees
__ __ __
|__| |__| |__|
Instruction: To withhold authority to vote for any individual nominee(s), mark
the "For All Except" box and strike a line through the name(s) of the
nominee(s). Your shares will be voted for the remaining nominee(s).
2. To authorize the Fund to cast votes for the same nominees for the election of
a Board of Trustees of SR&F Base Trust for whom they voted above (Item 1.(b) of
the Notice).
For Against Abstain
__ __ __
|__| |__| |__|
<PAGE>
3. To approve or disapprove the modification of the fundamental investment
restriction relating to borrowing (Item 8.(a) of the Notice).
For Against Abstain
__ __ __
|__| |__| |__|
4. To approve or disapprove a similar modification of the fundamental investment
restriction relating to borrowing for the Growth Investor Portfolio of SR&F Base
Trust (Item 8.(b) of the Notice).
For Against Abstain
__ __ __
|__| |__| |__|
MARK BOX AT RIGHT FOR ADDRESS CHANGE AND NOTE AT LEFT |__|
PLEASE MARK, SIGN DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE. Please sign exactly as name or names appear hereon. Joint owners
should each sign personally. When signing as attorney, executor, administrator,
trustee or guardian, please give full corporate name by President or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.
Please be sure to sign and date this Proxy.
Date_________________
------------------------- ----------------------
Shareholder sign here Co-owner sign here
<PAGE>
PLEASE VOTE PROMPTLY
*********************************
Your vote is important, no matter how many shares you own. Please vote on the
reverse side of this proxy card and sign in the space(s) provided. Return your
completed proxy card in the enclosed envelope today.
You may receive additional proxies for other accounts. These are not duplicates;
you should sign and return each proxy card in order for your votes to be
counted.
This proxy is solicited on behalf of the Board of Trustees. The signers of this
proxy hereby appoint William J. Ballou, Suzan M. Barron, Stephen E. Gibson,
Russell L. Kane, Pamela A. McGrath, and Vincent P. Pietropaolo each of them
proxies of the signers, with power of substitution to vote at the
Special Meeting of Shareholders to be held at Boston, Massachusetts, on
Wednesday, December 27, 2000, and at any adjournments, as specified herein, and
in accordance with their best judgement, on any other business that may properly
come before this meeting.
After careful review, the Board of Trustees unanimously has recommended a vote
"FOR" all matters.
<PAGE>
[Liberty Logo] LIBERTY
SteinRoe Services, Inc.
Stein Roe High -- Yield Municipals Fund, Class S
Liberty High Income Municipals Fund, Class A
Stein Roe Advisor High - Yield Municipals Fund
This proxy, when properly executed, will be voted in the manner directed herein
and, absent direction, will be voted FOR each Item below. This proxy will be
voted in accordance with the holder's best judgement as to any other matter.
The Board of Trustees recommends a vote FOR the following Items:
1. To elect eleven Trustees (Item 1.(a) of the Notice).
(01) Douglas A. Hacker
(02) Janet Langford Kelly
(03) Richard W. Lowry
(04) Salvatore Macera
(05) William E. Mayer
(06) Charles R. Nelson
(07) John J. Neuhauser
(08) Joseph R. Palombo
(09) Thomas E. Stitzel
(10) Thomas C. Theobald
(11) Anne-Lee Verville
For Withhold For All
All Except
Nominees
__ __ __
|__| |__| |__|
Instruction: To withhold authority to vote for any individual nominee(s), mark
the "For All Except" box and strike a line through the name(s) of the
nominee(s). Your shares will be voted for the remaining nominee(s).
2. To authorize the Fund to cast votes for the same nominees for the election of
a Board of Trustees of SR&F Base Trust for whom you voted above (Item 1.(b) of
the Notice).
For Against Abstain
__ __ __
|__| |__| |__|
<PAGE>
3. To approve or disapprove the reclassification of the fundamental investment
restriction prohibiting the purchase of securities on margin as non-fundamental
(Item 4.(a) of the Notice).
For Against Abstain
__ __ __
|__| |__| |__|
4. To approve or disapprove a similar reclassification of the fundamental
investment restriction prohibiting the purchase of securities on margin as
non-fundamental for the High - Yield Municipals Portfolio of SR&F Base Trust
(Item 4.(f) of the Notice).
For Against Abstain
__ __ __
|__| |__| |__|
5. To approve or disapprove the reclassification of the fundamental investment
restriction prohibiting the pledging of securities as non-fundamental (Item
5.(a) of the Notice).
For Against Abstain
__ __ __
|__| |__| |__|
6. To approve or disapprove a similar reclassification of the fundamental
investment restriction prohibiting the pledging of securities as non-fundamental
for the High - Yield Municipals Portfolio of SR&F Base Trust (Item 5.(b) of the
Notice).
For Against Abstain
__ __ __
|__| |__| |__|
7. To approve or disapprove the reclassification of the fundamental investment
restriction prohibiting the purchase of securities from affiliates of the Fund
as non-fundamental (Item 6.(a) of the Notice).
For Against Abstain
__ __ __
|__| |__| |__|
8. To approve or disapprove a similar reclassification of the fundamental
investment restriction prohibiting the purchase of securities from affiliates of
the Fund as non-fundamental for the High - Yield Municipals Portfolio of SR&F
Base Trust (Item 6.(c) of the Notice).
For Against Abstain
__ __ __
|__| |__| |__|
9. To approve or disapprove the modification of the fundamental investment
restriction relating to borrowing (Item 8.(a) of the Notice).
For Against Abstain
__ __ __
|__| |__| |__|
10. To approve or disapprove a similar modification of the fundamental
investment restriction relating to borrowing for the High - Municipals Portfolio
of SR&F Base Trust (Item 8.(b) of the Notice).
For Against Abstain
__ __ __
|__| |__| |__|
MARK BOX AT RIGHT FOR ADDRESS CHANGEAND NOTE AT LEFT |__|
PLEASE MARK, SIGN DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE. Please sign exactly as name or names appear hereon. Joint owners
should each sign personally. When signing as attorney, executor, administrator,
trustee or guardian, please give full corporate name by President or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.
Please be sure to sign and date this Proxy.
Date_________________
------------------------- ----------------------
Shareholder sign here Co-owner sign here
<PAGE>
PLEASE VOTE PROMPTLY
*********************************
Your vote is important, no matter how many shares you own. Please vote on the
reverse side of this proxy card and sign in the space(s) provided. Return your
completed proxy card in the enclosed envelope today.
You may receive additional proxies for other accounts. These are not duplicates;
you should sign and return each proxy card in order for your votes to be
counted.
This proxy is solicited on behalf of the Board of Trustees. The signers of this
proxy hereby appoint William J. Ballou, Suzan M. Barron, Stephen E. Gibson,
Russell L. Kane, Pamela A. McGrath, and Vincent P. Pietropaolo each of them
proxies of the signers, with power of substitution to vote at the
Special Meeting of Shareholders to be held at Boston, Massachusetts, on
Wednesday, December 27, 2000, and at any adjournments, as specified herein, and
in accordance with their best judgement, on any other business that may properly
come before this meeting.
After careful review, the Board of Trustees unanimously has recommended a vote
"FOR" all matters.
<PAGE>
[Liberty Logo] LIBERTY
SteinRoe Services, Inc.
Stein Roe High Yield Fund, Class S
Liberty High Yield Bond Fund, Class A
This proxy, when properly executed, will be voted in the manner directed herein
and, absent direction, will be voted FOR each Item below. This proxy will be
voted in accordance with the holder's best judgement as to any other matter.
The Board of Trustees recommends a vote FOR the following Items:
1. To elect eleven Trustees (Item 1.(a) of the Notice).
(01) Douglas A. Hacker
(02) Janet Langford Kelly
(03) Richard W. Lowry
(04) Salvatore Macera
(05) William E. Mayer
(06) Charles R. Nelson
(07) John J. Neuhauser
(08) Joseph R. Palombo
(09) Thomas E. Stitzel
(10) Thomas C. Theobald
(11) Anne-Lee Verville
For Withhold For All
All Except
Nominees
__ __ __
|__| |__| |__|
Instruction: To withhold authority to vote for any individual nominee(s), mark
the "For All Except" box and strike a line through the name(s) of the
nominee(s). Your shares will be voted for the remaining nominee(s).
2. To authorize the Fund to cast votes for the same nominees for the election of
a Board of Trustees of SR&F Base Trust for whom you voted below (Item 1.(b) of
the Notice).
For Against Abstain
__ __ __
|__| |__| |__|
<PAGE>
3. To approve or disapprove the reclassification of the fundamental investment
restriction prohibiting the purchase of securities on margin as non-fundamental
(Item 4.(a) of the Notice).
For Against Abstain
__ __ __
|__| |__| |__|
4. To approve or disapprove a similar reclassification of the fundamental
investment restriction prohibiting the purchase of securities on margin as
non-fundamental for the High Yield Portfolio of SR&F Base Trust (Item 4.(b) of
the Notice).
For Against Abstain
__ __ __
|__| |__| |__|
5. To approve or disapprove the modification of the fundamental investment
restriction relating to borrowing (Item 8.(a) of the Notice).
For Against Abstain
__ __ __
|__| |__| |__|
6. To approve or disapprove a similar modification of the fundamental investment
restriction relating to borrowing for the High Yield Portfolio of SR&F Base
Trust (Item 8.(b) of the Notice).
For Against Abstain
__ __ __
|__| |__| |__|
MARK BOX AT RIGHT FOR ADDRESS CHANGE AND NOTE AT LEFT |__|
PLEASE MARK, SIGN DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE. Please sign exactly as name or names appear hereon. Joint owners
should each sign personally. When signing as attorney, executor, administrator,
trustee or guardian, please give full corporate name by President or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.
Please be sure to date and sign this Proxy.
Date_________________
------------------------- ----------------------
Shareholder sign here Co-owner sign here
<PAGE>
PLEASE VOTE PROMPTLY
*********************************
Your vote is important, no matter how many shares you own. Please vote on the
reverse side of this proxy card and sign in the space(s) provided. Return your
completed proxy card in the enclosed envelope today.
You may receive additional proxies for other accounts. These are not duplicates;
you should sign and return each proxy card in order for your votes to be
counted.
This proxy is solicited on behalf of the Board of Trustees. The signers of this
proxy hereby appoint William J. Ballou, Suzan M. Barron, Stephen E. Gibson,
Russell L. Kane, Pamela A. McGrath, and Vincent P. Pietropaolo each of them
proxies of the signers, with power of substitution to vote at the
Special Meeting of Shareholders to be held at Boston, Massachusetts, on
Wednesday, December 27, 2000, and at any adjournments, as specified herein, and
in accordance with their best judgement, on any other business that may properly
come before this meeting.
After careful review, the Board of Trustees unanimously has recommended a vote
"FOR" all matters.
<PAGE>
[Liberty Logo] LIBERTY
SteinRoe Services, Inc.
Stein Roe Income Fund, Class S
Liberty Income Bond Fund, Class A
This proxy, when properly executed, will be voted in the manner directed herein
and, absent direction, will be voted FOR each Item below. This proxy will be
voted in accordance with the holder's best judgement as to any other matter.
The Board of Trustees recommends a vote FOR the following Items:
1. To elect eleven Trustees (Item 1.(a) of the Notice).
(01) Douglas A. Hacker
(02) Janet Langford Kelly
(03) Richard W. Lowry
(04) Salvatore Macera
(05) William E. Mayer
(06) Charles R. Nelson
(07) John J. Neuhauser
(08) Joseph R. Palombo
(09) Thomas E. Stitzel
(10) Thomas C. Theobald
(11) Anne-Lee Verville
For Withhold For All
All Except
Nominees
__ __ __
|__| |__| |__|
Instruction: To withhold authority to vote for any individual nominee(s), mark
the "For All Except" box and strike a line through the name(s) of the
nominee(s). Your shares will be voted for the remaining nominee(s).
2. Proposal to authorize the Fund to cast votes for the same nominees for the
election of a Board of Trustees of SR&F Base Trust for whom they voted above
(Item 1.(b) of the Notice).
For Against Abstain
__ __ __
|__| |__| |__|
<PAGE>
3. To approve or disapprove the reclassification of the fundamental investment
restriction prohibiting the purchase of securities on margin as non-fundamental
(Item 4.(a) of the Notice).
For Against Abstain
__ __ __
|__| |__| |__|
4. To approve or disapprove a similar reclassification of the fundamental
investment restriction prohibiting the purchase of securities on margin as
non-fundamental for the Income Portfolio of SR&F Base Trust (Item 4.(b) of the
Notice).
For Against Abstain
__ __ __
|__| |__| |__|
5. To approve or disapprove the modification of the fundamental investment
restriction relating to borrowing (Item 8.(a) of the Notice).
For Against Abstain
__ __ __
|__| |__| |__|
6. To approve or disapprove a similar modification of the fundamental investment
restriction relating to borrowing for the Income Portfolio of SR&F Base Trust
(Item 8.(b) of the Notice).
For Against Abstain
__ __ __
|__| |__| |__|
MARK BOX AT RIGHT FOR ADDRESS CHANGE AND NOTE AT LEFT |__|
PLEASE MARK, SIGN DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE. Please sign exactly as name or names appear hereon. Joint owners
should each sign personally. When signing as attorney, executor, administrator,
trustee or guardian, please give full corporate name by President or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.
Please be sure to date and sign this Proxy.
Date_________________
------------------------- ----------------------
Shareholder sign here Co-owner sign here
<PAGE>
PLEASE VOTE PROMPTLY
*********************************
Your vote is important, no matter how many shares you own. Please vote on the
reverse side of this proxy card and sign in the space(s) provided. Return your
completed proxy card in the enclosed envelope today.
You may receive additional proxies for other accounts. These are not duplicates;
you should sign and return each proxy card in order for your votes to be
counted.
This proxy is solicited on behalf of the Board of Trustees. The signers of this
proxy hereby appoint William J. Ballou, Suzan M. Barron, Stephen E. Gibson,
Russell L. Kane, Pamela A. McGrath, and Vincent P. Pietropaolo each of them
proxies of the signers, with power of substitution to vote at the
Special Meeting of Shareholders to be held at Boston, Massachusetts, on
Wednesday, December 27, 2000, and at any adjournments, as specified herein, and
in accordance with their best judgement, on any other business that may properly
come before this meeting.
After careful review, the Board of Trustees unanimously has recommended a vote
"FOR" all matters.
<PAGE>
[Liberty Logo] LIBERTY
SteinRoe Services, Inc.
Stein Roe Institutional Client High Yield Fund
This proxy, when properly executed, will be voted in the manner directed herein
and, absent direction, will be voted FOR each Item below. This proxy will be
voted in accordance with the holder's best judgement as to any other matter.
The Board of Trustees recommends a vote FOR the following Items:
1. To elect eleven Trustees (Item 1.(a) of the Notice).
(01) Douglas A. Hacker
(02) Janet Langford Kelly
(03) Richard W. Lowry
(04) Salvatore Macera
(05) William E. Mayer
(06) Charles R. Nelson
(07) John J. Neuhauser
(08) Joseph R. Palombo
(09) Thomas E. Stitzel
(10) Thomas C. Theobald
(11) Anne-Lee Verville
For Withhold For All
All Except
Nominees
__ __ __
|__| |__| |__|
Instruction: To withhold authority to vote for any individual nominee(s), mark
the "For All Except" box and strike a line through the name(s) of the
nominee(s). Your shares will be voted for the remaining nominee(s).
2. To approve or disapprove the reclassification of the fundamental investment
restriction prohibiting the purchase of securities on margin as non-fundamental
(Item 4.(a) of the Notice).
For Against Abstain
__ __ __
|__| |__| |__|
3. To approve or disapprove the modification of the fundamental investment
restriction relating to borrowing (Item 8.(a) of the Notice).
For Against Abstain
__ __ __
|__| |__| |__|
<PAGE>
MARK BOX AT RIGHT FOR ADDRESS CHANGE AND NOTE AT LEFT |__|
PLEASE MARK, SIGN DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE. Please sign exactly as name or names appear hereon. Joint owners
should each sign personally. When signing as attorney, executor, administrator,
trustee or guardian, please give full corporate name by President or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.
Please be sure to date and sign this Proxy.
Date_________________
------------------------- ----------------------
Shareholder sign here Co-owner sign here
<PAGE>
PLEASE VOTE PROMPTLY
*********************************
Your vote is important, no matter how many shares you own. Please vote on the
reverse side of this proxy card and sign in the space(s) provided. Return your
completed proxy card in the enclosed envelope today.
You may receive additional proxies for other accounts. These are not duplicates;
you should sign and return each proxy card in order for your votes to be
counted.
This proxy is solicited on behalf of the Board of Trustees. The signers of this
proxy hereby appoint William J. Ballou, Suzan M. Barron, Stephen E. Gibson,
Russell L. Kane, Pamela A. McGrath, and Vincent P. Pietropaolo each of them
proxies of the signers, with power of substitution to vote at the
Special Meeting of Shareholders to be held at Boston, Massachusetts, on
Wednesday, December 27, 2000, and at any adjournments, as specified herein, and
in accordance with their best judgement, on any other business that may properly
come before this meeting.
After careful review, the Board of Trustees unanimously has recommended a vote
"FOR" all matters.
<PAGE>
[Liberty Logo] LIBERTY
SteinRoe Services, Inc.
Stein Roe Intermediate Bond Fund, Class S
Liberty Intermediate Bond Fund, Class A
Stein Roe Advisor Intermediate Bond Fund
This proxy, when properly executed, will be voted in the manner directed herein
and, absent direction, will be voted FOR each Item below. This proxy will be
voted in accordance with the holder's best judgement as to any other matter.
The Board of Trustees recommends a vote FOR the following Items:
1. To elect eleven Trustees (Item 1.(a) of the Notice).
(01) Douglas A. Hacker
(02) Janet Langford Kelly
(03) Richard W. Lowry
(04) Salvatore Macera
(05) William E. Mayer
(06) Charles R. Nelson
(07) John J. Neuhauser
(08) Joseph R. Palombo
(09) Thomas E. Stitzel
(10) Thomas C. Theobald
(11) Anne-Lee Verville
For Withhold For All
All Except
Nominees
__ __ __
|__| |__| |__|
Instruction: To withhold authority to vote for any individual nominee(s), mark
the "For All Except" box and strike a line through the name(s) of the
nominee(s). Your shares will be voted for the remaining nominee(s).
2. To authorize the Fund to cast votes for same nominees for the election of a
Board of Trustees of SR&F Base Trust for whom they voted above (Item 1.(b) of
the Notice).
For Against Abstain
__ __ __
|__| |__| |__|
<PAGE>
3. To approve or disapprove the reclassification of the fundamental investment
restriction prohibiting the purchase of securities on margin as non-fundamental
(Item 4.(a) of the Notice).
For Against Abstain
__ __ __
|__| |__| |__|
4. To approve or disapprove a similar reclassification of the fundamental
investment restriction prohibiting the purchase of securities on margin as
non-fundamental for the Intermediate Bond Portfolio of SR&F Base Trust (Item
4.(d) of the Notice).
For Against Abstain
__ __ __
|__| |__| |__|
5. To approve or disapprove the modification of the fundamental investment
restriction relating to borrowing (Item 8.(a) of the Notice).
For Against Abstain
__ __ __
|__| |__| |__|
6. To approve or disapprove a similar modification of the fundamental investment
restriction relating to borrowing for the Intermediate Bond Portfolio of SR&F
Base Trust (Item 8.(b) of the Notice).
For Against Abstain
__ __ __
|__| |__| |__|
MARK BOX AT RIGHT FOR ADDRESS CHANGE AND NOTE AT LEFT |__|
PLEASE MARK, SIGN DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE. Please sign exactly as name or names appear hereon. Joint owners
should each sign personally. When signing as attorney, executor, administrator,
trustee or guardian, please give full corporate name by President or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.
Please be sure to date and sign this Proxy.
Date_________________
------------------------- ----------------------
Shareholder sign here Co-owner sign here
<PAGE>
PLEASE VOTE PROMPTLY
*********************************
Your vote is important, no matter how many shares you own. Please vote on the
reverse side of this proxy card and sign in the space(s) provided. Return your
completed proxy card in the enclosed envelope today.
You may receive additional proxies for other accounts. These are not duplicates;
you should sign and return each proxy card in order for your votes to be
counted.
This proxy is solicited on behalf of the Board of Trustees. The signers of this
proxy hereby appoint William J. Ballou, Suzan M. Barron, Stephen E. Gibson,
Russell L. Kane, Pamela A. McGrath, and Vincent P. Pietropaolo each of them
proxies of the signers, with power of substitution to vote at the
Special Meeting of Shareholders to be held at Boston, Massachusetts, on
Wednesday, December 27, 2000, and at any adjournments, as specified herein, and
in accordance with their best judgement, on any other business that may properly
come before this meeting.
After careful review, the Board of Trustees unanimously has recommended a vote
"FOR" all matters.
<PAGE>
[Liberty Logo] LIBERTY
SteinRoe Services, Inc.
Stein Roe Intermediate Municipals Fund
This proxy, when properly executed, will be voted in the manner directed herein
and, absent direction, will be voted FOR each Item below. This proxy will be
voted in accordance with the holder's best judgement as to any other matter.
The Board of Trustees recommends a vote FOR the following Items:
1. To elect eleven Trustees (Item 1.(a) of the Notice).
(01) Douglas A. Hacker
(02) Janet Langford Kelly
(03) Richard W. Lowry
(04) Salvatore Macera
(05) William E. Mayer
(06) Charles R. Nelson
(07) John J. Neuhauser
(08) Joseph R. Palombo
(09) Thomas E. Stitzel
(10) Thomas C. Theobald
(11) Anne-Lee Verville
For Withhold For All
All Except
Nominees
__ __ __
|__| |__| |__|
Instruction: To withhold authority to vote for any individual nominee(s), mark
the "For All Except" box and strike a line through the name(s) of the
nominee(s). Your shares will be voted for the remaining nominee(s).
2. To approve or disapprove the reclassification of the fundamental investment
restriction prohibiting the purchase of securities on margin as non-fundamental
(Item 4.(a) of the Notice).
For Against Abstain
__ __ __
|__| |__| |__|
3. To approve or disapprove the reclassification of the fundamental investment
restriction prohibiting the pledging of securities as non-fundamental (Item
5.(a) of the Notice).
For Against Abstain
__ __ __
|__| |__| |__|
<PAGE>
4. To approve or disapprove the reclassification of the fundamental investment
restriction prohibiting the purchase of securities from affiliates of the Fund
as non-fundamental (Item 6.(a) of the Notice).
For Against Abstain
__ __ __
|__| |__| |__|
5. To approve or disapprove the modification of the fundamental investment
restriction relating to borrowing (Item 8.(a) of the Notice).
For Against Abstain
__ __ __
|__| |__| |__|
MARK BOX AT RIGHT FOR ADDRESS CHANGE AND NOTE AT LEFT |__|
PLEASE MARK, SIGN DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE. Please sign exactly as name or names appear hereon. Joint owners
should each sign personally. When signing as attorney, executor, administrator,
trustee or guardian, please give full corporate name by President or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.
Please be sure to date and sign this Proxy.
Date_________________
------------------------- ----------------------
Shareholder sign here Co-owner sign here
<PAGE>
PLEASE VOTE PROMPTLY
*********************************
Your vote is important, no matter how many shares you own. Please vote on the
reverse side of this proxy card and sign in the space(s) provided. Return your
completed proxy card in the enclosed envelope today.
You may receive additional proxies for other accounts. These are not duplicates;
you should sign and return each proxy card in order for your votes to be
counted.
This proxy is solicited on behalf of the Board of Trustees. The signers of this
proxy hereby appoint William J. Ballou, Suzan M. Barron, Stephen E. Gibson,
Russell L. Kane, Pamela A. McGrath, and Vincent P. Pietropaolo each of them
proxies of the signers, with power of substitution to vote at the
Special Meeting of Shareholders to be held at Boston, Massachusetts, on
Wednesday, December 27, 2000, and at any adjournments, as specified herein, and
in accordance with their best judgement, on any other business that may properly
come before this meeting.
After careful review, the Board of Trustees unanimously has recommended a vote
"FOR" all matters.
<PAGE>
[Liberty Logo] LIBERTY
SteinRoe Services, Inc.
Stein Roe International Fund
This proxy, when properly executed, will be voted in the manner directed herein
and, absent direction, will be voted FOR each Item below. This proxy will be
voted in accordance with the holder's best judgement as to any other matter.
The Board of Trustees recommends a vote FOR the following Items:
1. To elect eleven Trustees (Item 1.(a) of the Notice).
(01) Douglas A. Hacker
(02) Janet Langford Kelly
(03) Richard W. Lowry
(04) Salvatore Macera
(05) William E. Mayer
(06) Charles R. Nelson
(07) John J. Neuhauser
(08) Joseph R. Palombo
(09) Thomas E. Stitzel
(10) Thomas C. Theobald
(11) Anne-Lee Verville
For Withhold For All
All Except
Nominees
__ __ __
|__| |__| |__|
Instruction: To withhold authority to vote for any individual nominee(s), mark
the "For All Except" box and strike a line through the name(s) of the
nominee(s). Your shares will be voted for the remaining nominee(s).
2. To authorize the Fund to cast votes for the same nominees for the election of
a Board of Trustees of SR&F Base Trust for whom they voted above (Item 1.(b) of
the Notice).
For Against Abstain
__ __ __
|__| |__| |__|
<PAGE>
3. To approve or disapprove a new management agreement with Newport Fund
Management, Inc. (Item 2 of the Notice).
For Against Abstain
__ __ __
|__| |__| |__|
4. To approve or disapprove the modification of the fundamental investment
restriction relating to borrowing (Item 8.(a) of the Notice).
For Against Abstain
__ __ __
|__| |__| |__|
5. To approve or disapprove a similar modification to the fundamental investment
restriction relating to borrowing for the International Portfolio of SR&F Base
Trust (Item 8.(b) of the Notice).
For Against Abstain
__ __ __
|__| |__| |__|
MARK BOX AT RIGHT FOR ADDRESS CHANGE AND NOTE AT LEFT |__|
PLEASE MARK, SIGN DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE. Please sign exactly as name or names appear hereon. Joint owners
should each sign personally. When signing as attorney, executor, administrator,
trustee or guardian, please give full corporate name by President or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.
Please be sure to date and sign this Proxy.
Date_________________
------------------------- ----------------------
Shareholder sign here Co-owner sign here
<PAGE>
PLEASE VOTE PROMPTLY
*********************************
Your vote is important, no matter how many shares you own. Please vote on the
reverse side of this proxy card and sign in the space(s) provided. Return your
completed proxy card in the enclosed envelope today.
You may receive additional proxies for other accounts. These are not duplicates;
you should sign and return each proxy card in order for your votes to be
counted.
This proxy is solicited on behalf of the Board of Trustees. The signers of this
proxy hereby appoint William J. Ballou, Suzan M. Barron, Stephen E. Gibson,
Russell L. Kane, Pamela A. McGrath, and Vincent P. Pietropaolo each of them
proxies of the signers, with power of substitution to vote at the
Special Meeting of Shareholders to be held at Boston, Massachusetts, on
Wednesday, December 27, 2000, and at any adjournments, as specified herein, and
in accordance with their best judgement, on any other business that may properly
come before this meeting.
After careful review, the Board of Trustees unanimously has recommended a vote
"FOR" all matters.
<PAGE>
[Liberty Logo] LIBERTY
SteinRoe Services, Inc.
Stein Roe Managed Municipals Fund
This proxy, when properly executed, will be voted in the manner directed herein
and, absent direction, will be voted FOR each Item below. This proxy will be
voted in accordance with the holder's best judgement as to any other matter.
The Board of Trustees recommends a vote FOR the following Items:
1. To elect eleven Trustees (Item 1.(a) of the Notice).
(01) Douglas A. Hacker
(02) Janet Langford Kelly
(03) Richard W. Lowry
(04) Salvatore Macera
(05) William E. Mayer
(06) Charles R. Nelson
(07) John J. Neuhauser
(08) Joseph R. Palombo
(09) Thomas E. Stitzel
(10) Thomas C. Theobald
(11) Anne-Lee Verville
For Withhold For All
All Except
Nominees
__ __ __
|__| |__| |__|
Instruction: To withhold authority to vote for any individual nominee(s), mark
the "For All Except" box and strike a line through the name(s) of the
nominee(s). Your shares will be voted for the remaining nominee(s).
2. To approve or disapprove the reclassification of the fundamental investment
restriction prohibiting the purchase of securities on margin as non-fundamental
(Item 4.(a) of the Notice).
For Against Abstain
__ __ __
|__| |__| |__|
3. To approve or disapprove the reclassification of the fundamental investment
restriction prohibiting the pledging of securities as non-fundamental (Item
5.(a) of the Notice).
For Against Abstain
__ __ __
|__| |__| |__|
<PAGE>
4. To approve or disapprove the reclassification of the fundamental investment
restriction prohibiting the purchase of securities from affiliates of the Fund
as non-fundamental (Item 6.(a) of the Notice).
For Against Abstain
__ __ __
|__| |__| |__|
5. To approve or disapprove the reclassification of the fundamental investment
restriction prohibiting the purchase of "other securities" as non-fundamental
(Item 7.(a) of the Notice).
For Against Abstain
__ __ __
|__| |__| |__|
6. To approve or disapprove the modification of the fundamental investment
restriction relating to borrowing (Item 8.(a) of the Notice).
For Against Abstain
__ __ __
|__| |__| |__|
MARK BOX AT RIGHT FOR ADDRESS CHANGE AND NOTE AT LEFT |__|
PLEASE MARK, SIGN DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE. Please sign exactly as name or names appear hereon. Joint owners
should each sign personally. When signing as attorney, executor, administrator,
trustee or guardian, please give full corporate name by President or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.
Please be sure to date and sign this Proxy.
Date_________________
------------------------- ----------------------
Shareholder sign here Co-owner sign here
<PAGE>
PLEASE VOTE PROMPTLY
*********************************
Your vote is important, no matter how many shares you own. Please vote on the
reverse side of this proxy card and sign in the space(s) provided. Return your
completed proxy card in the enclosed envelope today.
You may receive additional proxies for other accounts. These are not duplicates;
you should sign and return each proxy card in order for your votes to be
counted.
This proxy is solicited on behalf of the Board of Trustees. The signers of this
proxy hereby appoint William J. Ballou, Suzan M. Barron, Stephen E. Gibson,
Russell L. Kane, Pamela A. McGrath, and Vincent P. Pietropaolo each of them
proxies of the signers, with power of substitution to vote at the
Special Meeting of Shareholders to be held at Boston, Massachusetts, on
Wednesday, December 27, 2000, and at any adjournments, as specified herein, and
in accordance with their best judgement, on any other business that may properly
come before this meeting.
After careful review, the Board of Trustees unanimously has recommended a vote
"FOR" all matters.
<PAGE>
[Liberty Logo] LIBERTY
Stein Roe Services, Inc.
Stein Roe Asia Pacific Fund
Liberty Midcap Growth Fund
Stein Roe Midcap Growth Fund, Class S
Stein Roe Focus Fund
Liberty Focus Fund, Class A
Stein Roe Capital Opportunities Fund
Liberty Capital Opportunities Fund, Class A
Stein Roe Small Company Growth Fund
Liberty Small Company Growth Fund, Class A
This proxy, when properly executed, will be voted in the manner directed herein
and, absent direction, will be voted FOR each Item below. This proxy will be
voted in accordance with the holder's best judgement as to any other matter.
The Board of Trustees recommends a vote FOR the following Items:
1. To elect eleven Trustees (Item 1(a) of the Notice).
(01) Douglas A. Hacker
(02) Janet Langford Kelly
(03) Richard W. Lowry
(04) Salvatore Macera
(05) William E. Mayer
(06) Charles R. Nelson
(07) John J. Neuhauser
(08) Joseph R. Palombo
(09) Thomas E. Stitzel
(10) Thomas C. Theobald
(11) Anne-Lee Verville
For Withhold For All
All Except
Nominees
__ __ __
|__| |__| |__|
Instruction: To withhold authority to vote for any individual nominee(s), mark
the "For All Except" box and strike a line through the name(s) of the
nominee(s). Your shares will be voted for the remaining nominee(s).
2. To approve or disapprove the modification of the fundamental investment
restriction relating to borrowing (Item 8.(a) of the Notice).
For Against Abstain
__ __ __
|__| |__| |__|
<PAGE>
MARK BOX AT RIGHT FOR ADDRESS CHANGE AND NOTE AT LEFT |__|
PLEASE MARK, SIGN DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE. Please sign exactly as name or names appear hereon. Joint owners
should each sign personally. When signing as attorney, executor, administrator,
trustee or guardian, please give full corporate name by President or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.
Please be sure to date and sign this Proxy.
Date_________________
------------------------- ----------------------
Shareholder sign here Co-owner sign here
<PAGE>
PLEASE VOTE PROMPTLY
*********************************
Your vote is important, no matter how many shares you own. Please vote on the
reverse side of this proxy card and sign in the space(s) provided. Return your
completed proxy card in the enclosed envelope today.
You may receive additional proxies for other accounts. These are not duplicates;
you should sign and return each proxy card in order for your votes to be
counted.
This proxy is solicited on behalf of the Board of Trustees. The signers of this
proxy hereby appoint William J. Ballou, Suzan M. Barron, Stephen E. Gibson,
Russell L. Kane, Pamela A. McGrath, and Vincent P. Pietropaolo each of them
proxies of the signers, with power of substitution to vote at the
Special Meeting of Shareholders to be held at Boston, Massachusetts, on
Wednesday, December 27, 2000, and at any adjournments, as specified herein, and
in accordance with their best judgement, on any other business that may properly
come before this meeting.
After careful review, the Board of Trustees unanimously has recommended a vote
"FOR" all matters.
<PAGE>
[Liberty Logo] LIBERTY
SteinRoe Services, Inc.
Stein Roe Municipal Money Market Fund
This proxy, when properly executed, will be voted in the manner directed herein
and, absent direction, will be voted FOR each Item below. This proxy will be
voted in accordance with the holder's best judgement as to any other matter.
The Board of Trustees recommends a vote FOR the following Items:
1. To elect eleven Trustees (Item 1.(a) of the Notice).
(01) Douglas A. Hacker
(02) Janet Langford Kelly
(03) Richard W. Lowry
(04) Salvatore Macera
(05) William E. Mayer
(06) Charles R. Nelson
(07) John J. Neuhauser
(08) Joseph R. Palombo
(09) Thomas E. Stitzel
(10) Thomas C. Theobald
(11) Anne-Lee Verville
For Withhold For All
All Except
Nominees
__ __ __
|__| |__| |__|
Instruction: To withhold authority to vote for any individual nominee(s), mark
the "For All Except" box and strike a line through the name(s) of the
nominee(s). Your shares will be voted for the remaining nominee(s).
2. To authorize the Fund to cast votes for the same nominees for the election of
a Board of Trustees of SR&F Base Trust for whom they voted above (Item 1.(b) of
the Notice).
For Against Abstain
__ __ __
|__| |__| |__|
<PAGE>
3. To approve or disapprove the reclassification of the fundamental investment
restriction prohibiting the purchase of securities on margin as non-fundamental
(Item 4.(a) of the Notice).
For Against Abstain
__ __ __
|__| |__| |__|
4. To approve or disapprove a similar reclassification of the fundamental
investment restriction prohibiting the purchase of securities on margin as
non-fundamental for the Municipal Money Market Portfolio of SR&F Base Trust
(Item 4.(b) of the Notice).
For Against Abstain
__ __ __
|__| |__| |__|
5. To approve or disapprove the reclassification of the fundamental investment
restriction prohibiting the pledging of securities as non-fundamental (Item
5.(a) of the Notice).
For Against Abstain
__ __ __
|__| |__| |__|
6. To approve or disapprove a similar reclassification of the fundamental
investment restriction prohibiting the pledging of securities as non-fundamental
for the Municipal Money Market Portfolio of SR&F Base Trust (Item 5.(c) of the
Notice).
For Against Abstain
__ __ __
|__| |__| |__|
7. To approve or disapprove the reclassification of the fundamental investment
restriction prohibiting the purchase of securities from affiliates of the Fund
as non-fundamental (Item 6.(a) of the Notice).
For Against Abstain
__ __ __
|__| |__| |__|
8. To approve or disapprove a similar reclassification of the fundamental
investment restriction prohibiting the purchase of securities from affiliates of
the Fund as non-fundamental for the Municipal Money Market Portfolio of SR&F
Base Trust (Item 6.(c) of the Notice).
For Against Abstain
__ __ __
|__| |__| |__|
9. To approve or disapprove the reclassification of the fundamental investment
restriction prohibiting the purchase of "other securities" as non-fundamental
(Item 7.(a) of the Notice).
For Against Abstain
__ __ __
|__| |__| |__|
10. To approve or disapprove a similar reclassification of the fundamental
investment restriction prohibiting the purchase of "other securities" as
non-fundamental for the Municipal Money Market Portfolio of SR&F Base Trust
(Item 7.(b) of the Notice).
For Against Abstain
__ __ __
|__| |__| |__|
11. To approve or disapprove the modification of the fundamental investment
restriction relating to borrowing (Item 8.(a) of the Notice).
For Against Abstain
__ __ __
|__| |__| |__|
<PAGE>
12. To approve or disapprove a similar modification of the fundamental
investment restriction relating to borrowing for the Municipal Money Market
Portfolio of SR&F Base Trust (Item 8.(b) of the Notice).
For Against Abstain
__ __ __
|__| |__| |__|
MARK BOX AT RIGHT FOR ADDRESS CHANGE AND NOTE AT LEFT |__|
PLEASE MARK, SIGN DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE. Please sign exactly as name or names appear hereon. Joint owners
should each sign personally. When signing as attorney, executor, administrator,
trustee or guardian, please give full corporate name by President or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.
Please be sure to date and sign this Proxy.
Date_________________
------------------------- ----------------------
Shareholder sign here Co-owner sign here
<PAGE>
[PROXY INSERT/STEIN ROE FUNDS]
Two Convenient Ways to Vote Your Proxy
The enclosed proxy statement provides details on important issues affecting your
Stein Roe Funds. The Board of Trustees recommends that you vote for all
proposals. We are offering two additional ways to vote: by telephone or fax.
These methods may be faster and more convenient than the traditional method of
mailing back your proxy card.
If you are voting by telephone or fax, you SHOULD NOT mail your proxy card.
Vote by Telephone:
- Read the proxy statement and have your proxy card available.
- When you are ready to vote, call toll free 1-877-518-9416 between
9:00 a.m. and 11:00 p.m. EST.
- Follow the instructions provided to cast your vote. A representative
will be available to answer questions.
Vote by Fax:
- Read the proxy statement.
- Complete the enclosed proxy card.
- Fax your proxy card to 1-800-733-1885.
YOUR PROXY VOTE IS IMPORTANT!
SHM-43/622D-1000 (11/00) 00/2024
<PAGE>
[PROXY INSERT/LIBERTY FUNDS]
TWO CONVENIENT WAYS TO VOTE YOUR PROXY
The enclosed proxy statement provides details on important issues affecting your
Liberty Funds. The Board of Trustees recommends that you vote for
all proposals.
We are offering two additional ways to vote: by telephone or fax. These methods
may be faster and more convenient than the traditional method of mailing back
your proxy card.
If you are voting by telephone or fax, you SHOULD NOT mail your proxy card.
Vote by Telephone:
o Read the proxy statement and have your proxy card available.
o When you are ready to vote, call toll free 1-877-518-9416 between 9:00 a.m.
and 11:00 p.m. EST.
o Following the instructions provided to cast your vote. A representative
will be available to answer questions.
Vote by Fax:
o Read the proxy statement
o Complete the enclosed proxy card.
o Fax your proxy card to 1-800-733-1885.
YOUR PROXY VOTE IS IMPORTANT!
SHM-43/623D-1000 (11/00) 00/2027
