LIBERTY STEIN ROE FUNDS INVESTMENT TRUST
PRE 14A, 2000-03-29
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<PAGE>

                                 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:
[ X ]  Preliminary Proxy Statement
[   ]  Definitive Proxy Statement
[   ]  Definitive Additional Materials
[   ]  Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
[   ]  Confidential, For Use of the Commission Only (as permitted by
       Rule 14a-6(e)(2))



                  LIBERTY-STEIN ROE FUNDS INVESTMENT TRUST
              ________________________________________________
               (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.

[   ]  Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

       1) Title of each class of securities to which transaction applies:


       2)  Aggregate number of securities to which transaction applies:


       3)  Per unit price or other underlying value of transaction computed
           pursuant to Exchange Act Rule 0-11 (set forth the amount on which
           the filing fee is calculated and state how it was determined):

       4)  Proposed maximum aggregate value of transaction:


       5)  Total fee paid:


 [   ]    Fee paid previously with preliminary materials:


 [   ]    Check box if any part of the fee is offset as provided by Exchange
          Act Rule 0-11(a)(2) and identify the filing for which the offsetting
          fee was paid previously.  Identify the previous filing by
          registration statement number, or the form or schedule and the date
          of its filing.

      1)  Amount Previously Paid:


      2)  Form, Schedule or Registration Statement no.:


      3)  Filing Party:


      4)  Date Filed:

<PAGE>



                          STEIN ROE INTERNATIONAL FUND
              a series of Liberty-Stein Roe Funds Investment Trust
                              One Financial Center
                           Boston, Massachusetts 02111
                                 (800) 338-2550

                    NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
                             TO BE HELD JUNE 1, 2000


         NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders of Stein
Roe International Fund (the "Fund"), a series of Liberty-Stein Roe Funds
Investment Trust (the "Trust"), will be held at the offices of Liberty Funds
Group, One Financial Center, Boston, Massachusetts 02111, on June 1, 2000 at
10:00 a.m., Eastern time. The purpose of the Meeting is to consider and act
upon the following matters:

1.       To approve, on behalf of the Fund and SR&F International Portfolio,
         (a series of SR&F Base Trust and the portfolio into which the Fund
         invests its assets), a new portfolio management agreement between
         SR&F Base Trust and Newport Fund Management, Inc. ("Newport"), an
         affiliate of Stein Roe & Farnham Incorporated; and

2.       To transact such other business as may properly come before the Meeting
         or any adjournment thereof.

         The Board of Trustees of the Trust has fixed the close of business on
March 15, 2000 as the record date for the determination of the shareholders of
the Fund entitled to notice of, and to vote at, the Meeting and any adjournment
thereof.

         YOUR BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE FOR THE PROPOSAL.


                                    By order of the Board of Trustees



                                    Kevin M. Carome, Secretary




<PAGE>



         NOTICE: YOUR VOTE IS IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES YOU
OWN. IF A QUORUM IS NOT PRESENT AT THE MEETING, ADDITIONAL EXPENSES WILL BE
INCURRED TO SOLICIT ADDITIONAL PROXIES. TO AVOID THESE COSTS TO YOUR FUND,
PLEASE VOTE, SIGN AND RETURN YOUR PROXY IN THE ENCLOSED POSTAGE-PAID ENVELOPE
IMMEDIATELY.

         YOUR BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE FOR THE PROPOSAL.

April __, 2000


                                       2

<PAGE>


                          STEIN ROE INTERNATIONAL FUND,
              a series of Liberty-Stein Roe Funds Investment Trust

                                 PROXY STATEMENT

                         Special Meeting of Shareholders

                                June 1, 2000

GENERAL INFORMATION

THIS DOCUMENT GIVES YOU INFORMATION YOU NEED IN ORDER TO VOTE ON THE MATTERS
COMING BEFORE THE MEETING. IF YOU HAVE ANY QUESTIONS, PLEASE CALL US TOLL FREE
AT 1-800-338-2550.

         The Board of Trustees of Liberty-Stein Roe Funds Investment Trust (the
"Trust") is soliciting proxies from the shareholders of Stein Roe International
Fund (the "Fund") for use at a Special Meeting of shareholders of the Fund to be
held on June 1, 2000 at 10:00 a.m., Eastern time, at the offices of Liberty
Funds Group, One Financial Center, Boston, Massachusetts 02111, and at any
adjournment thereof (such meeting and any adjournment being referred to as the
"Meeting"), for the purposes set forth in the accompanying Notice of
Special Meeting of Shareholders.

         This Proxy Statement and the accompanying form of proxy are first being
mailed to shareholders on or about April _____, 2000. Supplementary
solicitations may be made by mail, telephone, telegraph or personal interview by
officers and Trustees of the Trust and officers and employees of Stein Roe &
Farnham Incorporated ("SRF") and its affiliates. In addition, the Trust has
retained D.F. King & Co., Inc. ("D.F.King"), a professional proxy solicitation
firm, to assist shareholders in the voting process. The costs of this
assistance for the Fund is not expected to exceed [$ ]. Authorization to
execute proxies may be obtained through telephonically or electronically
transmitted instructions. The expenses in connection with preparing this Proxy
Statement and of the solicitation of proxies for the Meeting will be paid by
Newport Fund Management, Inc.("Newport"), an affiliate of SRF. Newport will
also reimburse brokerage firms and others for their expenses in forwarding
solicitation material to the beneficial owners of shares. Further information
concerning the Fund is contained in the Fund's most recent Annual and/or
Semiannual Report to shareholders, which is obtainable free of charge by writing
the Fund at One Financial Center, Boston, Massachusetts 02111, or by calling
1-800-338-2550.

WHO IS ELIGIBLE TO VOTE?

         Shareholders of record of the Fund at the close of business on March
15, 2000 (the "Record Date") are entitled to notice of, and to vote at, the
Meeting and any adjournment thereof. Each share of the Fund is entitled to a
number of votes on any matter relating to the Fund that comes before the Meeting
equal to the dollar net asset value of the shares as of the Record Date for the
Meeting. On the Record Date, the Fund had 11,073,265.863 shares outstanding and
a net asset value per share of $13.13.

         Holders of 30% of the shares of the 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 Meeting.

WHAT AM I VOTING ON?

         As a feeder fund in a master fund-feeder fund structure, the Fund
invests all of its net investable assets in SR&F International Portfolio (the
"Portfolio"), which is a series of SR&F Base Trust ("Base Trust"). Currently,
SRF manages the investments of the Portfolio pursuant to a Management Agreement
between Base Trust and SRF (the "Existing Management Agreement"). On
February 8, 2000, the Board of Trustees of the Trust approved a New Management
Agreement between Base Trust and Newport (the "New Management Agreement), under
which Newport will become the sole investment adviser to the Portfolio, subject
to shareholder approval. The Board of Trustees of the Trust is proposing that
the shareholders of the Fund approve the New Management Agreement, which is on
the same terms as the Exisiting Management Agreement with SRF. A copy of the new
Management Agreement is attached as Appendix A.

         Voting Requirements. Approval of the New Management Agreement requires
the affirmative vote of a "majority of the outstanding voting securities" of the
Fund, which, under the Investment Company Act of 1940, as amended (the "1940
Act"), means the lesser of (a) 67% or more of the outstanding shares of the Fund
present at the Meeting, if the holders of more than 50% of the outstanding
shares of the Fund are present or represented by proxy, or (b) more than 50% of
the outstanding shares of the Fund.

         The Fund will vote its shares of the Portfolio for or against the new
Management Agreement proportionately to the instructions to vote for and against
received from Fund shareholders.

HOW DO I VOTE?

         You may vote in person at the Meeting or by proxy. Your properly
executed proxy received prior to the Meeting will be voted at the Meeting and
any adjournment thereof in accordance with your instructions marked on the
proxy. If there are no voting instructions on a proxy, your proxy will be voted
FOR the approval of the New Management Agreement. You may revoke your proxy at
any time prior to the Meeting by giving written notice to the Secretary of the
Trust, by signing and mailing another proxy of a later date, or by personally
casting a vote at the Meeting.

         If a quorum of shareholders of the Fund is not present or represented
at the Meeting, or if sufficient votes to approve the New Management Agreement
are not received, the persons named as proxies may propose one or more
adjournments of the Meeting to permit further solicitation of proxies. Any
adjournment will require the affirmative vote of a majority of shares of the
Fund represented in person or by proxy at the Meeting. In that case, the persons
named as proxies will vote all proxies that they are entitled to vote FOR such
an adjournment; provided, however, any proxies required to be voted against the
New Management Agreement will be voted AGAINST such adjournment. A shareholder
vote may be taken on the New Management Agreement prior to such adjournment if
sufficient votes have been received and it is otherwise appropriate. In the
event of any adjournment, the Fund will continue to solicit proxies.

         Abstentions and broker non-votes will be counted as shares present for
purposes of determining whether a quorum is present but will not be voted FOR or
AGAINST any adjournment.  Broker non-votes are shares held in a broker's name
for which the broker indicates that instructions have not been received from
the beneficial owners or other persons entitled to vote and the broker does
not have discretionary voting authority. Abstentions and broker non-votes will
not be counted, however, as votes cast for purposes of determining whether
sufficient votes have been received to approve the New Management Agreement.
In completing proxies, shareholders should be aware that checking the box
labeled ABSTAIN will have the same effect as if they were voted AGAINST the New
Management Agreement in determining whether the New Management Agreement is
approved.

     1.  APPROVE OR DISAPPROVE NEW MANAGEMENT AGREEMENT

DESCRIPTION OF PROPOSAL

         The Board of Trustees of the Trust proposes that the shareholders of
the Fund approve the New Management Agreement between Base Trust and Newport,
which will be on the same terms as the Exisiting Management Agreement with SRF.

         On February 8, 2000, the Board of Trustees of the Trust met to
consider, among other things, the proposed change of the Portfolio's investment
adviser. After due consideration, the Board of Trustees, including all Trustees
who are "independent" and who have no direct or indirect financial interest in
the New Management Agreement 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 interests of the shareholders. During the course
of its deliberations, the Board of Trustees considered a variety of factors,
but focused specifically on the expertise and size of Newport's international
investment management team, Newport's growth investment style, Newport's
expertise and proven performance as an investment adviser to international and
global growth funds similar to the Fund, and the increased complexity of the
international markets.

COMPARISON AND IMPACT OF THE EXISTING AND NEW MANAGEMENT AGREEMENTS

         Except for the named adviser, its effective date and initial term, the
New Management Agreement is identical to the Exisiting Management Agreement.

         The Fund, as a feeder fund in a master fund-feeder fund structure,
invests all of its net investable assets in the Portfolio, which is a series of
Base Trust. SRF currently serves as investment adviser to each series of Base
Trust, including the Portfolio, pursuant to a Management Agreement dated August
15, 1995. The Exisiting Management Agreement was last submitted to a vote of the
shareholders of the Portfolio on July 18, 1996 as part of the conversion of the
Fund to a master fund-feeder fund structure. Under the Existing Management
Agreement, the fees payable to SRF by the Portfolio are at the annual rate of
0.85% of the Portfolio's average net assets. Under the New Management Agreement,
Newport will be compensated at the same annual rate. For the fiscal year ended
September 30, 1999, the aggregate management fee paid by the Portfolio to SRF
was $1,024,073. The management fee is indirectly borne by the Fund, as the Fund
is the sole shareholder of the Portfolio.

         Under both the Existing and New Management Agreements, the investment
adviser is responsible for supervising and directing the investments of the
Portfolio in accordance with the Portfolio's investment objectives, policies and
limitations as described in the Portolio's prospectus and Statement of
Additional Information. The investment adviser also is responsible for effecting
all security transactions on behalf of the Portfolio, including the allocation
of principal business and portfolio brokerage and the negotiation of
commissions.

         Both the Existing and New Management Agreements provide that neither
the investment adviser, nor any of its directors, officers, stockholders
(or partners of stockholders), agents, or employees shall have any liability to
the Trust or any shareholder of the 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 adviser 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 of two years from its date of execution (which is expected
to be sometime after the Meeting, if it is approved by the shareholders) and
thereafter so long as it is approved annually in accordance with the 1940 Act.
The New Management Agreement may be terminated at any time by Newport, by the
Board of Trustees of Base Trust or by a vote of a majority of the outstanding
voting securities of the Fund without penalty on 60 days' written notice; shall
automatically terminate upon any assignment; and may be amended only by the
affirmative vote of the holders of a majority of the outstanding voting
securities of the Portfolio.

INFORMATION REGARDING THE ADVISERS

STEIN ROE & FARNHAM INCORPORATED

         SRF, a Delaware corporation located at One South Wacker Drive, Chicago,
Illinois 60606, and its predecessor have been providing investment advisory
services since 1932. SRF acts as an investment adviser to wealthy individuals,
trustees, pension and profit sharing plans, charitable organizations, and other
institutional investors. As of December 31, 1999, SRF managed over $30 billion
in assets. These mutual funds were owned by over 464,000 shareholders. SRF
currently serves as investment advisor for 38 open-end and 2 closed-end
management investment company portfolios.

        SRF is a wholly-owned  subsidiary of Liberty Funds Group,  LLC ("LFG"),
which  in turn is an  indirect  wholly-owned  subsidiary  of  Liberty  Financial
Companies,   Inc.   ("Liberty   Financial").   Liberty  Financial  is  a  direct
majority-owned  subsidiary  of LFC  Management Corporation ("LFC"),  which in
turn is a direct  wholly-owned  subsidiary of Liberty Corporate  Holdings, Inc.,
("LCH"), which in turn is a direct wholly-owned subsidiary of LFC Holdings,
Inc., ("LFC Holdings") 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
February 29, 2000, LFC Management  Corporation owned 72% of Liberty Financial.
Liberty  Financial is a diversified  and  integrated asset management
organization which provides insurance and investment  products to  individuals
and   institutions.   Liberty   Financial's,   LFC  Management Corporation's,
Liberty  Corporate  Holdings,  Inc.'s and LFC  Holdings,  Inc.'s principal
executive  offices are located at 600  Atlantic  Avenue,  24th Floor, Boston,
Massachusetts  02210.  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.
Liberty  Mutual's and Liberty Mutual Equity  Corporation's  principal  executive
offices are located at 175 Berkeley Street, Boston, Massachusetts 02117.

         SRF currently provides administrative services to the Fund under a
separate administrative agreement. Under the administrative agreement, the
fees payable to SRF 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 SRF was $180,363. The administrative
agreement provides that SRF will reimburse the Fund to the extent that total
annual expenses of the Fund (including fees paid to SRF, 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,
SRF 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 New Management Agreement, the Fund, under the existing
administrative agreement, will continue to pay the same fee to SRF at the annual
rate of 0.15% of the Fund's average net assets.  Under the existing
administration 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, SRF receives a fee for
performing certain bookkeeping and accounting services. For such services, SRF
receives from the funds 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, SRF received $26,755 from the Trust for services performed
under that Agreement.

         Liberty Funds Distributor, Inc. ("LFDI"), One Financial Center,
Boston, MA 02111 acts as distributor for the Fund, under a distribution
agreement.  LFDI is a subsidiary of Colonial Management Associates, Inc.

         SteinRoe Services, Inc ("SSI"), One South Wacker Drive, Chicago,
Illinois 60606, is the agent of the Trust for the transfer of shares,
disbursement of dividends, and maintenance of shareholder accounting records.
For performing those services, SSI receives from the Fund a fee at the annual
rate of 0.22% of the Fund's average net assets. During the fiscal year ended
September 30, 1999, SSI received $300,005, including $35,473 for out-of-pocket
expenses from the Fund.

         The sole director of SRF is C. Allen Merritt, Jr. Mr. Merritt is Chief
Operating Officer of Liberty Financial. The principal executive officers of SRF
are Messrs. Stephen E. Gibson and William E. Rankin.  Mr. Gibson is President of
SRF's Mutual Funds division and Mr. Rankin is President of SRF's Private Capital
Management division. The business address of Mr. Merritt is 600 Atlantic
Avenue, Federal Reserve Plaza, Boston, Massachusetts 02210; that of Mr. Gibson
is One Financial Center, Boston, Massachusetts 02111; and that of Mr. Rankin is
One South Wacker Drive, Chicago, Illinois 60606.

         In addition, the following individuals who are officers or Trustees of
the Trust are also officers or directors of SRF: 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,
Harvey B. Hirschhorn, Timothy J. Jacoby, Lynn C. Maddux and Arthur J. McQueen.

NEWPORT FUND MANAGEMENT, INC.

         Newport is an investment adviser that specializes in international
investing and utilizes a growth investment style approach to managing
international and global growth funds.  The Board believes that the Fund will
benefit from Newport's international expertise and particular investment style
and therefore recommends approving the New Management Agreement between Base
Trust and Newport.

          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. Cook
is an Executive Vice President of Liberty Financial.  Mr. Mussey
is the Vice Chairman of Newport and Newport Pacific.  Mr. Tuttle is the
President 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; and that of Messrs. Mussey and Tuttle is 580 California
Street, San Francisco, California 94104.

         The following table sets forth certain information concerning the other
U.S. registered investment companies that are managed or sub-advised by Newport
with investment objectives similar to that of the Fund, including the fee paid
by each company to Newport (expressed as a annual percentage of average daily
net assets) and the net assets of such company.


<TABLE>
<CAPTION>
- ------------------------------------- --------------------------- -----------------------------------------------
                                                                  TOTAL NET ASSETS 2/31/00
FUND                                  ANNUAL MANAGEMENT FEE       (IN THOUSANDS)
- ------------------------------------- --------------------------- -----------------------------------------------
<S>                                   <C>                         <C>
Newport Tiger Fund                    1.00%(a)                    $1,106.3
Stein  Roe Small Cap Asian Tiger Fund 1.15%(b)                        14.8
Newport Japan Opportunities Fund      0.95%(b)                        97.1
Newport Greater China Fund            1.15%(b)                        73.3
Newport Asia Pacific Fund             1.00%(b)                        18.9
Newport Europe Fund                   0.70%                            8.7
Stein Roe Asia Pacific Fund           0.55%                            5.2

(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.


</TABLE>


     2.  OTHER MATTERS AND DISCRETION OF PROXY HOLDERS NAMED IN THE PROXY

         As of the date of this Proxy Statement, only the business mentioned in
Item 1 of the Notice of the Special Meeting of Shareholders is contemplated to
be presented. If any other matters properly come before the Meeting, the persons
named in the proxy card will vote in accordance with their best judgment.

OTHER INFORMATION REGARDING THE FUND

BENEFICIAL OWNERSHIP OF SHARES

         As of the Record Date, The Northern Trust Co., f/b/o Liberty Mutual
Daily Valuation, P.O. box 92956, Chicago, Illinois 60675 owned of record
1,301,604.961 shares representing 11.80% of the Fund's outstanding shares.

         The following table shows certain information regarding the beneficial
ownership of shares of the Fund as of the Record Date by the Trustees and
executive officers of the Trust. The information in the table is based on
information obtained from the Trustees and executive officers, as determined in
accordance with Rule 13d-3 under the Securities Exchange Act of 1934.
Accordingly, all of the shares over which such person, directly or indirectly,
had or shared voting or investment power have been deemed beneficially owned.
Shares are held with sole power over voting and disposition.

- ----------------------- ------------------ ------------------
                        NUMBER OF SHARES   PERCENTAGE OF
NAME                    OWNED              SHARES OWNED
- ----------------------- ------------------ ------------------

- ----------------------- ------------------ ------------------

- ----------------------- ------------------ ------------------

- ----------------------- ------------------ ------------------

- ----------------------- ------------------ ------------------

- ----------------------- ------------------ ------------------

- ----------------------- ------------------ ------------------



<PAGE>


                                   APPENDIX A


                              MANAGEMENT AGREEMENT

                                     BETWEEN

                               SR&F BASE TRUST AND

                             NEWPORT FUND MANAGEMENT

         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

Attest:                                     By:    /S/
                                                   ---------------------------
                                                   ---------------------------
/S/                                                [             ], President
- --------------------------------------------
[                    ]
Secretary

                                            NEWPORT FUND MANAGEMENT, INC.

Attest:                                     By:    /S/
                                                   ---------------------------
                                                   ---------------------------
                                                   [                        ]
/S/                                                Chief Executive Officer

- --------------------------------------------
[                     ]
Secretary

<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 of Liberty-Stein  Roe
Funds  Investment  Trust.  The signers of this proxy hereby  appoint  Stephen E.
Gibson and Kevin M. Carome, each of them  proxies of the  signers,  with power
of substitution  to vote  at the  Special  Meeting  of  Shareholders  to be
held in Boston,  Massachusetts,  on Thursday,  June 1, 2000, and at any
adjournment,  as specified  herein,  and in  accordance  with their best
judgment,  on any other business that may properly come before the meeting.

After careful review,  the Board of Trustees  unanimously has recommended a vote
"FOR" all matters.





<PAGE>


[Stein Roe Logo] STEIN ROE MUTUAL FUNDS 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 Item 1 below. This proxy will be voted
in  accordance  with the holder's  discretion  upon such other  matters that may
properly come before the meeting.

The Board of Trustees of  Liberty-Stein  Roe Funds Investment Trust recommends a
vote FOR the following Item:

1. Approve a new management agreement with Newport Fund Management, Inc.

For                      Against                        Abstain
 --                          --                                 --
|--|                        |--|                               |--|

MARK BOX AT RIGHT FOR ADDRESS CHANGE
AND NOTE BELOW                |__|


- ----------------------------------------

- ----------------------------------------

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 title as such. If a corporation,  please sign in full
corporate  name by  President or other  authorized  officer.  If a  partnership,
please sign in partnership name by authorized person.



                           Date_________________


Shareholder sign here              Co-owner sign here






<PAGE>
















<PAGE>



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