1940 Act File No. 811-7996
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933 [ ]
Pre-Effective Amendment No. __ [ ]
Post-Effective Amendment No. __ [ ]
and/or
REGISTRATION STATEMENT UNDER
THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 7 [X]
(check appropriate box or boxes)
SR&F BASE TRUST
(Exact Name of Registrant as Specified in Declaration of Trust)
One South Wacker Drive, Chicago, Illinois 60606
(Address of Registrant's Principal Offices)
(312) 368-5612
(Registrant's Telephone Number, Including Area Code)
Jilaine Hummel Bauer Cameron S. Avery
Executive Vice-President Bell, Boyd & Lloyd
and Secretary Three First National Plaza
SR&F Base Trust 70 W. Madison Street, Suite 3300
One South Wacker Drive Chicago, Illinois 60602
Chicago, Illinois 60606
(Agents for Service)
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EXPLANATORY NOTE
This Registration Statement has been filed by the Registrant
pursuant to Section 8(b) of the Investment Company Act of 1940.
However, beneficial interests in the Registrant are not being
registered under the Securities Act of 1933 (the "1933 Act")
because such interests will be issued solely in private placement
transactions that do not involve any "public offering" within the
meaning of Section 4(2) of the 1933 Act. Investments in the
Registrant may only be made by investment companies, insurance
company separate accounts, common or commingled trust funds, or
similar organizations or entities that are "accredited investors"
within the meaning of Regulation D under the 1933 Act. This
Registration Statement does not constitute an offer to sell or the
solicitation of an offer to buy any beneficial interests in the
Registrant.
<PAGE> 3
PART A
Responses to Items 1 through 3 have been omitted pursuant to
paragraph 4 of Instruction F of the General Instructions to Form
N-1A.
ITEM 4. GENERAL DESCRIPTION OF REGISTRANT.
INTRODUCTION
SR&F Base Trust ("Base Trust") is a no-load, diversified, open-end
management investment company which was organized as a trust under
the laws of the Commonwealth of Massachusetts on August 23, 1993.
Beneficial interests in Base Trust (the "Interest" or "Interests")
are issued solely in private placement transactions that do not
involve any "public offering" within the meaning of Section 4(2)
of the Securities Act of 1933, as amended (the "1933 Act").
Investments in Base Trust may be made only by investment
companies, insurance company separate accounts, common or
commingled trust funds, or similar organizations or entities that
are "accredited investors" within the meaning of Regulation D
under the 1933 Act. This registration statement does not
constitute an offer to sell or the solicitation of an offer to buy
any "security" within the meaning of the 1933 Act. Currently,
nine series of Base Trust are authorized and outstanding, as
follows:
SR&F Municipal Money Market Portfolio
SR&F High Yield Portfolio
SR&F Balanced Portfolio
SR&F Growth & Income Portfolio
SR&F Growth Stock Portfolio
SR&F Growth Investor Portfolio
SR&F Special Portfolio
SR&F Special Venture Portfolio
SR&F International Portfolio
The series of Base Trust are referred to collectively as the
"Portfolios." Balanced Portfolio, Growth & Income Portfolio,
Growth Stock Portfolio, Growth Investor Portfolio, Special
Portfolio, Special Venture Portfolio, and International Portfolio
are also referred to collectively as the "Equity Portfolios."
OBJECTIVE AND BASIC INVESTMENT STRATEGY
The investment objectives and basic investment strategy of each
Portfolio follow. Each Portfolio may also employ the indicated
strategies and techniques listed under OTHER INVESTMENT
STRATEGIES.
SR&F MUNICIPAL MONEY MARKET PORTFOLIO ("MUNICIPAL MONEY
PORTFOLIO")
Municipal Money Portfolio seeks maximum current income exempt from
federal income tax by investing principally in a diversified
portfolio of "short-term" Municipal Securities.
In pursuing its objective, the Municipal Money Portfolio attempts
to maintain relative stability of principal and liquidity.
Municipal Money Portfolio invests principally in a diversified
portfolio of short-term Municipal Securities (as defined below).
"Short-term"
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means a remaining maturity of no more than thirteen months (or
comparable period) as defined in the Glossary.
It is a fundamental policy that normally at least 80% of Municipal
Money Portfolio's investments will produce income that is exempt
from federal income tax, except for periods in which Stein Roe &
Farnham Incorporated (the "Adviser") believes a defensive position
is required for the protection of shareholders.
As a fundamental policy, Municipal Money Portfolio invests in
Municipal Securities that, at the time of purchase, are: (1)
variable rate demand securities (as defined in the Glossary) whose
demand feature is rated within the two highest ratings assigned by
Moody's Investors Service, Inc. ("Moody's"), VMIG 1 or VMIG 2 /1/;
(2) notes rated within the two highest short-term municipal
ratings assigned by Moody's, MIG 1 or MIG 2, or within the highest
rating assigned by Standard & Poor's Corporation ("S&P"), /2/ SP-
l+; (3) municipal commercial paper (short-term promissory notes)
rated Prime-1 by Moody's, or A-l by S&P; (4) municipal bonds,
including industrial development bonds, rated within the two
highest ratings assigned to municipal bonds by S&P, AAA or AA, or
by Moody's, Aaa or Aa; (5) securities not rated as described in
(1) through (4) but determined by the Board of Trustees to be at
least equal in quality to one or more of the foregoing ratings,
although other types of obligations of the same issuer might not
be within the foregoing ratings; (vi) securities backed by the
full faith and credit of the U.S. Government; or (vii) securities
as to which the payment of principal and interest is
collateralized by securities issued or guaranteed by the U.S.
Government or by its agencies or instrumentalities ["U.S.
Government Securities"] deposited in an escrow for the benefit of
holders of the securities. In accordance with SEC Rule 2a-7 under
the Investment Company Act, each security in which Municipal Money
Portfolio invests will be U.S. dollar denominated and (a) rated
(or be issued by an issuer that is rated with respect to its
short-term debt) within the two highest rating categories for
short-term debt by at least two nationally recognized statistical
rating organizations ("NRSRO") or, if rated by only one NRSRO,
rated within the two highest rating categories by that NRSRO, or,
if unrated, determined by or under the direction of the Board of
Trustees to be of comparable quality, and (b) determined by or
under the direction of the Board of Trustees to present minimal
credit risks.
MUNICIPAL SECURITIES. Municipal Securities are debt obligations
issued by or on behalf of the governments of states, territories
or possessions of the United States, the District
- ------------
/1/ The Board of Trustees of the Trust has determined that the
demand feature of a variable rate demand security rated SP-1+, A-
1+ or A-1 by S&P or MIG 1, MIG 2 or Prime 1 by Moody's is at least
equal in quality to the demand feature of a variable rate demand
security rated VMIG 2 by Moody's. As a non-fundamental policy,
the Portfolio will not invest in a variable rate security whose
demand feature is conditional unless the Board of Trustees
determines that the security is at least the economic equivalent
of a variable rate security with an unconditional demand feature
or (a) the demand feature is rated within the two highest ratings
assigned by Moody's or within the equivalent ratings assigned by
S&P and (b) the underlying security is rated within the two
highest ratings assigned by Moody's or S&P. The Board of Trustees
has determined that a variable rate security where the demand
feature is suspended only after a default followed by an
acceleration of maturity is the economic equivalent of a variable
rate security with an unconditional demand feature.
/2/ For a description of Moody's and S&P quality ratings, see the
Appendix. All references to ratings apply to ratings adopted in
the future by Moody's or S&P that are determined by the Board of
Trustees to be equivalent to current ratings.
- ------------
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of Columbia and their political subdivisions, agencies and
instrumentalities, the interest on which is generally exempt from
the regular federal income tax.
The two principal classifications of Municipal Securities are
"general obligation" and "revenue" bonds. "General obligation"
bonds are secured by the issuer's pledge of its faith, credit, and
taxing power for the payment of principal and interest. "Revenue"
bonds are usually payable only from the revenues derived from a
particular facility or class of facilities or, in some cases, from
the proceeds of a special excise tax or other specific revenue
source. Industrial development bonds are usually revenue bonds,
the credit quality of which is normally directly related to the
credit standing of the industrial user involved. Municipal
Securities may bear either fixed or variable rates of interest.
Variable rate securities bear rates of interest that are adjusted
periodically according to formulae intended to minimize
fluctuation in values of the instruments.
Within the principal classifications of Municipal Securities,
there are various types of instruments, including municipal bonds,
municipal notes, municipal leases, custodial receipts, and
participation certificates. Municipal notes include tax, revenue,
and bond anticipation notes of short maturity, generally less than
three years, which are issued to obtain temporary funds for
various public purposes. Municipal lease securities, and
participation certificates therein, evidence certain types of
interests in lease or installment purchases contract obligations
of a municipal authority or other entity. Custodial receipts
represent ownership in future interest or principal payments (or
both) on certain Municipal Securities and are underwritten by
securities dealers or banks. Some Municipal Securities may not be
backed by the faith, credit, and taxing power of the issuer and
may involve "non-appropriation" clauses which provide that the
municipal authority is not obligated to make lease or other
contractual payments, unless specific annual appropriations are
made by the municipality. Municipal Money Portfolio may invest
more than 5% of its net assets in municipal bonds and notes, but
does not expect to invest more than 5% of its net assets in the
other Municipal Securities described in this paragraph. The Board
is responsible for determining the credit quality of unrated
municipal leases on an ongoing basis, including an assessment of
the likelihood that such leases will not be cancelled.
Municipal Money Portfolio may also purchase Municipal Securities
that are insured as to the timely payment of interest and
principal. Such insured Municipal Securities may already be
insured when purchased by the Portfolio, or the Portfolio may
purchase insurance in order to turn an uninsured Municipal
Security into an insured Municipal Security.
Some Municipal Securities are backed by (1) the full faith and
credit of the U.S. Government, (2) agencies or instrumentalities
of the U.S. Government, or (3) U.S. Government Securities.
Except with respect to Municipal Securities with a demand feature
acquired by Municipal Money Portfolio (see the definition of
"short-term" in the Glossary to Part B), if, after purchase by the
Portfolio, an issue of Municipal Securities ceases to meet the
required rating standards, if any, the Portfolio is not required
to sell such security, but the Adviser would consider such an
event in deciding whether the Portfolio should retain the security
in its portfolio. In the case of Municipal Securities with a
demand feature
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acquired by Municipal Money Portfolio, if the quality of such a
security falls below the minimum level applicable at the time of
acquisition, the Portfolio must dispose of the security, unless
the Board of Trustees determines that it is in the best interests
of the Portfolio and its shareholders to retain the security.
SR&F HIGH YIELD PORTFOLIO ("HIGH YIELD PORTFOLIO")
High Yield Portfolio seeks total return by investing for a high
level of current income and capital growth. High Yield Portfolio
invests principally in high-yield, high-risk medium- and lower-
quality debt securities. The medium- and lower-quality debt
securities in which High Yield Portfolio will invest normally
offer a current yield or yield to maturity that is significantly
higher than the yield from securities rated in the three highest
categories assigned by rating services such as S&P or Moody's.
Under normal circumstances, at least 65% of High Yield Portfolio's
assets will be invested in high-yield, high-risk medium- and
lower-quality debt securities rated lower than Baa by Moody's or
lower than BBB by S&P, or equivalent ratings as determined by
other rating agencies or unrated securities that the Adviser
determines to be of comparable quality. Medium-quality debt
securities, although considered investment grade, have some
speculative characteristics. Lower-quality debt securities are
obligations of issuers that are considered predominantly
speculative with respect to the issuer's capacity to pay interest
and repay principal according to the terms of the obligation and,
therefore, carry greater investment risk, including the
possibility of issuer default and bankruptcy, and are commonly
referred to as "junk bonds." Some issuers of debt securities
choose not to have their securities rated by a rating service, and
High Yield Portfolio may invest in unrated securities that the
Adviser has researched thoroughly and believes are suitable for
investment. High Yield Portfolio may invest in debt obligations
that are in default, but such obligations are not expected to
exceed 10% of High Yield Portfolio's assts.
High Yield Portfolio may invest up to 35% of its total assets in
other securities including, but not limited to, pay-in-kind bonds,
securities issued in private placements, bank loans, zero coupon
bonds, foreign securities, convertible securities, futures, and
options. High Yield Portfolio may also invest in higher-quality
debt securities. Under normal market conditions, however, High
Yield Portfolio is unlikely to emphasize higher-quality debt
securities since generally they offer lower yields than medium-
and lower-quality debt securities with similar maturities. High
Yield Portfolio may also invest in common stocks and securities
that are convertible into common stocks, such as warrants.
Investment in medium- or lower-quality debt securities involves
greater investment risk, including the possibility of issuer
default or bankruptcy. High Yield Portfolio seeks to reduce
investment risk through diversification, credit analysis, and
evaluation of developments in both the economy and financial
markets.
An economic downturn could severely disrupt the high-yield market
and adversely affect the value of outstanding bonds and the
ability of the issuers to repay principal and interest. In
addition, lower-quality bonds are less sensitive to interest rate
changes than higher-quality instruments and generally are more
sensitive to adverse economic changes or individual corporate
developments. During a period of adverse economic
<PAGE> 7
changes, including a period of rising interest rates, issuers of
such bonds may experience difficulty in servicing their principal
and interest payment obligations.
Achievement of the investment objective will be more dependent on
the Adviser's credit analysis than would be the case if High Yield
Portfolio were investing in higher-quality debt securities. Since
the ratings of rating services (which evaluate the safety of
principal and interest payments, not market risks) are used only
as preliminary indicators of investment quality, the Adviser
employs its own credit research and analysis, from which it has
developed a proprietary credit rating system based upon
comparative credit analyses of issuers within the same industry.
These analyses may take into consideration such quantitative
factors as an issuer's present and potential liquidity,
profitability, internal capability to generate funds, debt/equity
ratio and debt servicing capabilities, and such qualitative
factors as an assessment of management, industry characteristics,
accounting methodology, and foreign business exposure.
Lower-quality debt securities are obligations of issuers that are
considered predominantly speculative with respect to the issuer's
capacity to pay interest and repay principal according to the
terms of the obligation and, therefore, carry greater investment
risk, including the possibility of issuer default and bankruptcy,
and are commonly referred to as "junk bonds." The lowest rating
assigned by Moody's is for bonds that can be regarded as having
extremely poor prospects of ever attaining any real investment
standing.
Medium- and lower-quality debt securities tend to be less
marketable than higher-quality debt securities because the market
for them is less broad. The market for unrated debt securities is
even narrower. During periods of thin trading in these markets,
the spread between bid and asked prices is likely to increase
significantly, and High Yield Fund or High Yield Portfolio may
have greater difficulty selling its portfolio securities. The
market value of these securities and their liquidity may be
affected by adverse publicity and investor perceptions.
SR&F BALANCED PORTFOLIO ("BALANCED PORTFOLIO")
The investment objective of Balanced Portfolio is to seek long-
term growth of capital and current income, consistent with
reasonable investment risk. Balanced Portfolio allocates its
assets among equities, debt securities and cash. The portfolio
manager determines those allocations based on the views of the
Adviser's investment strategists regarding economic, market and
other factors relative to investment opportunities. The equity
portion of the portfolio of Balanced Portfolio is invested
primarily in well-established companies having market
capitalizations in excess of $1 billion. Fixed-income senior
securities will make up at least 25% of Balanced Portfolio's total
assets. Investments in debt securities are limited to those that
are within the four highest grades (generally referred to as
"investment grade") assigned by a nationally recognized
statistical rating organization or, if unrated, determined by the
Adviser to be of comparable quality.
SR&F GROWTH & INCOME PORTFOLIO ("GROWTH & INCOME PORTFOLIO")
The investment objective of Growth & Income Portfolio is to
provide both growth of capital and current income. It is designed
for investors seeking a diversified portfolio of securities that
offers the opportunity for long-term growth of capital while also
providing
<PAGE> 8
a steady stream of income. In seeking to meet this objective,
Growth & Income Portfolio invests primarily in well-established
companies whose common stocks are believed to have both the
potential to appreciate in value and to pay dividends to
shareholders. Although it may invest in a broad range of
securities (including common stocks, preferred stocks, securities
convertible into or exchangeable for common stocks, and warrants
or rights to purchase common stocks), normally Growth & Income
Portfolio emphasizes investments in equity securities of companies
having market capitalizations in excess of $1 billion. Securities
of these well-established companies are believed to be generally
less volatile than those of companies with smaller capitalizations
because companies with larger capitalizations tend to have
experienced management; broad, highly diversified product lines;
deep resources; and easy access to credit.
SR&F GROWTH STOCK PORTFOLIO ("GROWTH STOCK PORTFOLIO")
The investment objective of Growth Stock Portfolio is long-term
capital appreciation. Growth Stock Portfolio attempts to achieve
this objective by normally investing at least 65% of its total
assets in common stocks and other equity-type securities (such as
preferred stocks, securities convertible into or exchangeable for
common stocks, and warrants or rights to purchase common stocks)
that, in the opinion of the Adviser, have long-term appreciation
possibilities.
SR&F GROWTH INVESTOR PORTFOLIO ("GROWTH INVESTOR PORTFOLIO")
The investment objective of Growth Investor Portfolio is long-term
capital appreciation. Growth Investor Portfolio invests primarily
in common stocks and other equity-type securities that, in the
opinion of the Adviser, have long-term appreciation potential.
Under normal circumstances, at least 65% of the total assets of
Growth Investor Portfolio will be invested in securities of
companies that, in the opinion of the Adviser, directly or through
one or more subsidiaries, affect the lives of young people. Such
companies may include companies that produce products or services
that young people use, are aware of, or could potentially have an
interest in. Although Growth Investor Portfolio invests primarily
in common stocks and other equity-type securities (such as
preferred stocks, securities convertible into or exchangeable for
common stocks, and warrants or rights to purchase common stocks),
it may invest up to 35% of its total assets in debt securities.
SR&F SPECIAL PORTFOLIO ("SPECIAL PORTFOLIO")
The investment objective of Special Portfolio is to invest in
securities selected for possible capital appreciation. Particular
emphasis is placed on securities that are considered to have
limited downside risk relative to their potential for above-
average growth, including securities of undervalued, underfollowed
or out-of-favor companies, and companies that are low-cost
producers of goods or services, financially strong or run by well-
respected managers. Special Portfolio may invest in securities of
seasoned, established companies that appear to have appreciation
potential, as well as securities of relatively small, new
companies. In addition, it may invest in securities with limited
marketability, new issues of securities, securities of companies
that, in the Adviser's opinion, will benefit from management
change, new technology, new product or service development or
change in demand, and other securities that the Adviser believes
have capital appreciation possibilities; however, Special
Portfolio does not currently intend to invest more than 5% of its
net assets in any of these types of securities. Securities of
smaller, newer companies may be subject to greater price
volatility than securities of
<PAGE> 9
larger more well-established companies. In addition, many smaller
companies are less well known to the investing public and may not
be as widely followed by the investment community. Although
Special Portfolio will invest primarily in common stocks, it may
also invest in other equity-type securities, including preferred
stocks and securities convertible into equity securities.
SR&F SPECIAL VENTURE PORTFOLIO ("SPECIAL VENTURE PORTFOLIO")
The investment objective of Special Venture Portfolio is to seek
long-term capital appreciation. Special Venture Portfolio invests
primarily in a diversified portfolio of common stocks and other
equity-type securities (such as preferred stocks, securities
convertible or exchangeable for common stocks, and warrants or
rights to purchase common stocks) of entrepreneurially managed
companies that the Adviser believes represent special
opportunities. Special Venture Portfolio emphasizes investments
in financially strong small and medium-sized companies based
principally on appraisal of their management and stock valuations.
The Adviser considers "small" and "medium-sized" companies to be
those with market capitalizations of less than $1 billion and $1
to $3 billion, respectively. In both its initial and ongoing
appraisals of a company's management, the Adviser seeks to know
both the principal owners and senior management and to assess
their business judgment and strategies through personal visits.
The Adviser favors companies whose management has an
owner/operator, risk-averse orientation and a demonstrated ability
to create wealth for investors. Attractive company
characteristics include unit growth, favorable cost structures or
competitive positions, and financial strength that enables
management to execute business strategies under difficult
conditions. A company is attractively valued when its stock can
be purchased at a meaningful discount to the value of the
underlying business.
SR&F INTERNATIONAL PORTFOLIO ("INTERNATIONAL PORTFOLIO")
The investment objective of International Portfolio is to seek
long-term growth of capital. International Portfolio seeks to
achieve this objective by investing primarily in a diversified
portfolio of foreign securities. Current income is not a primary
factor in the selection of portfolio securities. International
Portfolio invests primarily in common stocks and other equity-type
securities (such as preferred stocks, securities convertible or
exchangeable for common stocks, and warrants or rights to purchase
common stocks). International Portfolio may invest in securities
of smaller emerging companies as well as securities of well-
seasoned companies of any size. Smaller companies, however,
involve higher risks in that they typically have limited product
lines, markets, and financial or management resources. In
addition, the securities of smaller companies may trade less
frequently and have greater price fluctuation than larger
companies, particularly those operating in countries with
developing markets.
International Portfolio diversifies its investments among several
countries and does not concentrate investments in any particular
industry. In pursuing its objective, International Portfolio
varies the geographic allocation and types of securities in which
it invests based on the Adviser's continuing evaluation of
economic, market, and political trends throughout the world.
While International Portfolio has not established limits on
geographic asset distribution, it ordinarily invests in the
securities markets of at least three countries outside the United
States, including but not limited to Western European countries
(such as Belgium, France, Germany, Ireland, Italy, The
Netherlands, the countries of Scandinavia, Spain, Switzerland, and
the United Kingdom); countries in the
<PAGE> 10
Pacific Basin (such as Australia, Hong Kong, Japan, Malaysia, the
Philippines, Singapore, and Thailand); and countries in the
Americas (such as Argentina, Brazil, Colombia, and Mexico). In
addition, it does not currently intend to invest more than 2% of
its total assets in Russian securities.
Under normal market conditions, International Portfolio will
invest at least 65% of its total assets (taken at market value) in
foreign securities. If, however, investments in foreign
securities appear to be relatively unattractive in the judgment of
the Adviser because of current or anticipated adverse political or
economic conditions, International Portfolio may hold cash or
invest any portion of its assets in securities of the U.S.
Government and equity and debt securities of U.S. companies, as a
temporary defensive strategy. To meet liquidity needs,
International Portfolio may also hold cash in domestic and foreign
currencies and invest in domestic and foreign money market
securities (including repurchase agreements and "synthetic"
foreign money market positions).
In the past, the U.S. Government has from time to time imposed
restrictions, through taxation and otherwise, on foreign
investments by U.S. investors such as International Portfolio. If
such restrictions should be reinstated, it might become necessary
for International Portfolio to invest all or substantially all of
its assets in U.S. securities. In such an event, International
Portfolio would review its investment objective and policies to
determine whether changes are appropriate.
OTHER INVESTMENT PRACTICES
Each Portfolio may also engage to a limited extent in the
following investment practices, as indicated, each of which may
involve certain special risks.
When-Issued and Delayed-Delivery Securities. Each Portfolio's
assets may include securities purchased on a when-issued or
delayed-delivery basis. Although the payment and interest terms
of these securities are established at the time the purchaser
enters into the commitment, the securities may be delivered and
paid for a month or more after the date of purchase, when their
value may have changed. A Portfolio makes such commitments only
with the intention of actually acquiring the securities, but may
sell the securities before settlement date if the Adviser deems it
advisable for investment reasons. Securities purchased in this
manner involve a risk of loss if the value of the security
purchased declines before settlement date.
In the case of High Yield Portfolio, when-issued or delayed-
delivery securities may sometimes be purchased on a "dollar roll"
basis, meaning that the Portfolio will sell securities with a
commitment to purchase similar, but not identical, securities at a
future date. Generally, the securities are repurchased at a price
lower than the sales price. Dollar roll transactions involve the
risk of restrictions on the Portfolio's ability to repurchase the
security if the counterparty becomes insolvent; an adverse change
in the price of the security during the period of the roll or that
the value the security repurchased will be less than the security
sold; and transaction costs exceeding the return earned by the
Portfolio on the sales proceeds of the dollar roll.
Standby Commitments. To facilitate portfolio liquidity, Municipal
Money Portfolio may obtain standby commitments when it purchases
Municipal Securities. A standby commitment gives the holder the
right to sell the underlying security to the seller at an
<PAGE> 11
agreed-upon price on certain dates or within a specified period.
High Yield Portfolio may also invest in securities purchased on a
standby commitment basis.
Participation Interests. Municipal Money Portfolio may also
purchase participation interests or certificates of participation
in all or part of specific holdings of Municipal Securities,
including municipal obligations. Some participation interests,
certificates of participation, and municipal lease obligations are
illiquid and, as such, will be subject to the Portfolio's 10%
limit on investments in illiquid securities.
Debt Securities. In pursuing its investment objective, High Yield
Portfolio invests in debt securities and each Equity Portfolio may
invest in debt securities. A debt security is an obligation of a
borrower to make payments of principal and interest to the holder
of the security. To the extent a Portfolio invests in debt
securities, such holdings will be subject to interest rate risk
and credit risk. Interest rate risk is the risk that the value of
a portfolio will fluctuate in response to changes in interest
rates. Generally, the debt component of a portfolio will tend to
decrease in value when interest rates rise and increase in value
when interest rates fall. Credit risk is the risk that an issuer
will be unable to make principal and interest payments when due.
Investments in debt securities by Growth & Income Portfolio,
Balanced Portfolio, Growth Stock Portfolio, and International
Portfolio are limited to those that are within the four highest
grades (generally referred to as "investment grade") assigned by a
nationally recognized statistical rating organization or, if
unrated, deemed to be of comparable quality by the Adviser. Each
of Special Venture Portfolio, Growth Investor Portfolio, and
Special Portfolio may invest up to 35% of its net assets in debt
securities, but do not expect to invest more than 5% of net assets
in debt securities that are rated below investment grade.
Securities rated within the fourth highest grade may possess
speculative characteristics. If the rating of a security held by
a Portfolio is lost or reduced below investment grade, the
Portfolio is not required to dispose of the security--the Adviser
will, however, consider that fact in determining whether the
Portfolio should continue to hold the security. When the Adviser
considers a temporary defensive position advisable, a Portfolio
may invest without limitation in high-quality fixed income
securities, or hold assets in cash or cash equivalents.
Convertible Securities. By investing in convertible securities,
High Yield Portfolio or an Equity Portfolio obtains the right to
benefit from the capital appreciation potential in the underlying
stock upon exercise of the conversion right, while earning higher
current income than would be available if the stock were purchased
directly. In determining whether to purchase a convertible, the
Adviser will consider substantially the same criteria that would
be considered in purchasing the underlying stock. Although
convertible securities purchased by a Fund are frequently rated
investment grade, an Equity Portfolio also may purchase unrated
securities or securities rated below investment grade if the
securities meet the Adviser's other investment criteria.
Convertible securities rated below investment grade:
- - Tend to be more sensitive to interest rate and economic changes;
- - May be obligations of issuers who are less creditworthy than
issuers of higher quality convertible securities;
- - May be more thinly traded due to the fact that such securities
are less well known to investors than either common stock or
conventional debt securities.
<PAGE> 12
As a result, the Adviser's own investment research and analysis
tends to be more important than other factors in the purchase of
such securities.
Short Sales Against the Box. High Yield Portfolio and each Equity
Portfolio may sell short securities it owns or has the right to
acquire without further consideration, a technique called selling
short "against the box." Short sales against the box may protect
a Portfolio against the risk of losses in the value of its
portfolio securities because any unrealized losses with respect to
such securities should be wholly or partly offset by a
corresponding gain in the short position. However, any potential
gains in such securities should be wholly or partially offset by a
corresponding loss in the short position. Short sales against the
box may be used to lock in a profit on a security when, for tax
reasons or otherwise, the Adviser does not want to sell the
security. For a more complete explanation, please refer to Part
B, the Statement of Additional Information.
Tender Option Bonds. Municipal Money Portfolio may purchase
tender option bonds. A tender option bond is a Municipal Security
(generally held pursuant to a custodial arrangement) having a
relatively long maturity and bearing interest at a fixed rate
substantially higher than prevailing short-term tax-exempt rates,
that has been coupled with the agreement of a third party, such as
a bank, broker-dealer or other financial institution, pursuant to
which such institution grants the security holders the option, at
periodic intervals, to tender their securities to the institution
and receive the face value thereof. As consideration for
providing the option, the financial institution receives periodic
fees equal to the difference between the Municipal Security's
fixed coupon rate and the rate, as determined by a remarketing or
similar agent at or near the commencement of such period, that
would cause the securities, coupled with the tender option, to
trade at par on the date of such determination. Thus, after
payment of this fee, the security holder effectively holds a
demand obligation that bears interest at the prevailing short-term
tax-exempt rate. The Adviser will consider on an ongoing basis
the creditworthiness of the issuer of the underlying Municipal
Securities, of any custodian, and of the third-party provider of
the tender option. In certain instances and for certain tender
option bonds, the option may be terminable in the event of a
default in payment of principal or interest on the underlying
Municipal Securities and for other reasons. Municipal Money
Portfolio does not intend to invest more than 10% of net assets in
tender option bonds.
Foreign Securities. International Portfolio invests primarily in
foreign securities and High Yield Portfolio and each other Equity
Portfolio may invest up to 25% of its total assets in foreign
securities excluding American Depositary Receipts (ADRs), foreign
debt securities denominated in U.S. dollars, and securities
guaranteed by a U.S. person. A Portfolio may invest in sponsored
or unsponsored ADRs. In addition to, or in lieu of, such direct
investment, a Portfolio may construct a synthetic foreign debt
position by (a) purchasing a debt instrument denominated in one
currency, generally U.S. dollars; and (b) concurrently entering
into a forward contract to deliver a corresponding amount of that
currency in exchange for a different currency on a future date and
at a specified rate of exchange. Because of the availability of a
variety of highly liquid U.S. dollar debt instruments, a synthetic
foreign debt position utilizing such U.S. dollar instruments may
offer greater liquidity than direct investment in foreign currency
debt instruments. In connection with the purchase of foreign
securities, a Portfolio may contract to purchase
<PAGE> 13
an amount of foreign currency sufficient to pay the purchase price
of the securities at the settlement date. Such a contract
involves the risk that the value of the foreign currency may
decline relative to the value of the dollar prior to the
settlement date--this risk is in addition to the risk that the
value of the foreign security purchased may decline. A Portfolio
also may enter into foreign currency contracts as a hedging
technique to limit or reduce its exposure to currency
fluctuations. In addition, a Portfolio may use options and
futures contracts, as described below, to limit or reduce exposure
to currency fluctuations.
Settlement Transactions. When International Portfolio enters
into a contract for the purchase or sale of a foreign portfolio
security, it usually is required to settle the purchase
transaction in the relevant foreign currency or receive the
proceeds of the sale in that currency. In either event,
International Portfolio is obliged to acquire or dispose of an
appropriate amount of foreign currency by selling or buying an
equivalent amount of U.S. dollars. At or near the time of the
purchase or sale of the foreign portfolio security, International
Portfolio may wish to lock in the U.S. dollar value of a
transaction at the exchange rate or rates then prevailing between
the U.S. dollar and the currency in which the security is
denominated. Known as "transaction hedging," this may be
accomplished by purchasing or selling such foreign securities on a
"spot," or cash, basis. Transaction hedging also may be
accomplished on a forward basis, whereby International Portfolio
purchases or sells a specific amount of foreign currency, at a
price set at the time of the contract, for receipt or delivery at
either a specified date or at any time within a specified time
period. In so doing, International Portfolio will attempt to
insulate itself against possible losses and gains resulting from a
change in the relationship between the U.S. dollar and the foreign
currency during the period between the date the security is
purchased or sold and the date on which payment is made or
received. Similar transactions may be entered into by using other
currencies if International Portfolio seeks to move investments
denominated in one currency to investments denominated in another.
Currency Hedging. Most of International Portfolio's assets will
be invested in foreign securities. As a result, in addition to
the risk of change in the market value of portfolio securities,
the value of the portfolio in U.S. dollars is subject to
fluctuations in the exchange rate between the foreign currencies
and the U.S. dollar. When, in the opinion of the Adviser, it is
desirable to limit or reduce exposure in a foreign currency to
moderate potential changes in the U.S. dollar value of the
portfolio, International Portfolio may enter into a forward
currency exchange contract to sell or buy such foreign currency
(or another foreign currency that acts as a proxy for that
currency)--through the contract, the U.S. dollar value of certain
underlying foreign portfolio securities can be approximately
matched by an equivalent U.S. dollar liability. This technique is
known as "currency hedging." By locking in a rate of exchange,
currency hedging is intended to moderate or reduce the risk of
change in the U.S. dollar value of International Portfolio's
portfolio only during the period of the forward contract. Forward
contracts usually are entered into with banks and broker-dealers;
are not exchange traded; and although they are usually less than
one year, may be renewed. A default on the contract would deprive
International Portfolio of unrealized profits or force
International Portfolio to cover its commitments for purchase or
sale of currency, if any, at the current market price.
<PAGE> 14
Neither type of foreign currency transaction will eliminate
fluctuations in the prices of International Portfolio's portfolio
securities or prevent loss if the price of such securities should
decline. In addition, such forward currency exchange contracts
will diminish the benefit of the appreciation in the U.S. dollar
value of that foreign currency. (For further information on
forward foreign currency exchange transactions, see the Statement
of Additional Information.)
International Portfolio may utilize spot and forward foreign
exchange transactions to reduce the risk caused by exchange rate
fluctuations between one currency and another when securities are
purchased or sold on a when-issued basis. It may also invest in
synthetic money market instruments. International Portfolio may
invest in repurchase agreements, provided that it will not invest
more than 15% of its net assets in repurchase agreements maturing
in more than seven days and any other illiquid securities. (See
the Statement of Additional Information.)
Lending Portfolio Securities. Subject to certain restrictions,
High Yield Portfolio and each Equity Portfolio may lend portfolio
securities to broker-dealers and banks. Any such loan must be
continuously secured by collateral in cash or cash equivalents
maintained on a current basis in an amount at least equal to the
market value of the securities loaned by a Portfolio. The
Portfolio would continue to receive the equivalent of the interest
or dividends paid by the issuer on the securities loaned, and
would also receive an additional return that may be in the form of
a fixed fee or a percentage of the collateral. The Portfolio
would have the right to call the loan and obtain the securities
loaned at any time on notice of not more than five business days.
In the event of bankruptcy or other default of the borrower, the
Portfolio could experience both delays in liquidating the loan
collateral or recovering the loaned securities and losses
including (a) possible decline in the value of the collateral or
in the value of the securities loaned during the period while the
Portfolio seeks to enforce its rights thereto; (b) possible
subnormal levels of income and lack of access to income during
this period; and (c) expenses of enforcing its rights. Each
Portfolio may participate in an interfund lending program, subject
to certain restrictions described in Part B.
Derivatives. Consistent with its objective, High Yield Portfolio
and each Equity Portfolio may invest in a broad array of financial
instruments and securities, including conventional, exchange-
traded and non-exchange-traded options, futures contracts, futures
options, forward contracts, securities collateralized by
underlying pools of mortgages or other receivables, floating rate
instruments, and other instruments that securitize assets of
various types ("Derivatives"). In each case, the value of the
instrument or security is "derived" from the performance of an
underlying asset or a "benchmark" such as a security index, or an
interest rate. No Portfolio expects to invest more than 5% of its
net assets in any type of Derivative except for options, futures
contracts, futures options and, in the case of International
Portfolio, forward contracts.
Derivatives are most often used to manage investment risk or to
create an investment position indirectly because they are more
efficient or less costly than direct investment. They also may be
used in an effort to enhance portfolio returns.
The successful use of Derivatives depends on the Adviser's ability
to correctly predict changes in the levels and directions of
movements in security prices, interest rates and
<PAGE> 15
other market factors affecting the Derivative itself or the value
of the underlying asset or benchmark. In addition, correlations
in the performance of an underlying asset to a Derivative may not
be well established. Finally, privately negotiated and over-the-
counter Derivatives may not be as well regulated and may be less
marketable than exchange-traded Derivatives. For additional
information on Derivatives, please refer to Part B.
Options and Futures. In seeking to achieve its desired investment
objective, provide additional revenue, or to hedge against changes
in security prices, interest rates or currency fluctuations, High
Yield Portfolio and each Equity Portfolio may: (1) purchase and
write both call options and put options on securities, indexes and
foreign currencies; (2) enter into interest rate, index and
foreign currency futures contracts; (3) write options on such
futures contracts; and (4) purchase other types of forward or
investment contracts linked to individual securities, indexes, or
other benchmarks. A Portfolio may write a call or put option only
if the option is covered. As the writer of a covered call option,
a Portfolio foregoes, during the option's life, the opportunity to
profit from increases in market value of the security covering the
call option above the sum of the premium and the exercise price of
the call. There can be no assurance that a liquid market will
exist when a Portfolio seeks to close out a position. In
addition, because futures positions may require low margin
deposits, the use of futures contracts involves a high degree of
leverage and may result in losses in excess of the amount of the
margin deposit.
Mortgage and Other Asset-Backed Debt Securities. High Yield
Portfolio may invest in securities secured by mortgages or other
assets such as automobile or home improvement loans and credit
card receivables. These instruments may be issued or guaranteed
by the U.S. Government or by its agencies or instrumentalities or
by private entities such as commercial, mortgage and investment
banks and financial companies or financial subsidiaries of
industrial companies. Securities issued by GNMA represent an
interest in a pool of mortgages insured by the Federal Housing
Administration or the Farmers Home Administration, or guaranteed
by the Veterans Administration. Securities issued by FNMA and
FHLMC, U.S. Government-sponsored corporations, also represent an
interest in a pool of mortgages. The timely payment of principal
and interest on GNMA securities is guaranteed by GNMA and backed
by the full faith and credit of the U.S. Treasury. FNMA
guarantees full and timely payment of interest and principal on
FNMA securities. FHLMC guarantees timely payment of interest and
ultimate collection of principal on FHLMC securities. FNMA and
FHLMC securities are not backed by the full faith and credit of
the U.S. Treasury.
Mortgage-backed debt securities, such as those issued by GNMA,
FNMA, and FHLMC, are of the "modified pass-through type," which
means the interest and principal payments on mortgages in the pool
are "passed through" to investors. During periods of declining
interest rates, there is increased likelihood that mortgages will
be prepaid, with a resulting loss of the full-term benefit of any
premium paid by High Yield Portfolio on purchase of such
securities; in addition, the proceeds of prepayment would likely
be invested at lower interest rates. Mortgage-backed securities
provide either a pro rata interest in underlying mortgages or an
interest in collateralized mortgage obligations ("CMOs"), which
represent a right to interest and/or principal payments from an
underlying mortgage pool. CMOs are not guaranteed by either the
U.S. Government or by
<PAGE> 16
its agencies or instrumentalities and are usually issued in
multiple classes, each of which has different payment rights, pre-
payment risks, and yield characteristics. Mortgage-backed
securities involve the risk of pre-payment of the underlying
mortgages at a faster or slower rate than the established
schedule. Pre-payments generally increase with falling interest
rates and decrease with rising rates, but they also are influenced
by economic, social, and market factors. If mortgages are pre-
paid during periods of declining interest rates, there would be a
resulting loss of the full-term benefit of any premium paid by
High Yield Portfolio on purchase of the CMO, and the proceeds of
pre-payment would likely be invested at lower interest rates.
High Yield Portfolio tends to invest in CMOs of classes known as
planned amortization classes ("PACs") which have pre-payment
protection features tending to make them less susceptible to price
volatility.
Non-mortgage asset-backed securities usually have less pre-payment
risk than mortgage-backed securities, but have the risk that the
collateral will not be available to support payments on the
underlying loans which finance payments on the securities
themselves. Therefore, greater emphasis is placed on the credit
quality of the security issuer and the guarantor, if any. Asset-
backed securities tend to experience greater price volatility than
straight debt securities.
Floating Rate Instruments. High Yield Portfolio may also invest
in floating rate instruments which provide for periodic
adjustments in coupon interest rates that are automatically reset
based on changes in amount and direction of specified market
interest rates. In addition, the adjusted duration of some of
these instruments may be materially shorter than their stated
maturities. To the extent such instruments are subject to
lifetime or periodic interest rate caps or floors, such
instruments may experience greater price volatility than debt
instruments without such features. Adjusted duration is an
inverse relationship between market price and interest rates and
refers to the approximate percentage change in price for a 100
basis point change in yield. For example, if interest rates
decrease by 100 basis points, a market price of a security with an
adjusted duration of 2 would increase by approximately 2%. High
Yield Portfolio does not intend to invest more than 5% of its net
assets in floating rate instruments.
PIK and Zero Coupon Bonds. High Yield Portfolio may invest up to
20% of its total assets in zero coupon bonds and bonds the
interest on which is payable in kind ("PIK bonds"). A zero coupon
bond is a bond that does not pay interest for its entire life. A
PIK bond pays interest in the form of additional securities. The
market prices of both zero coupon and PIK bonds are affected to a
greater extent by changes in prevailing levels of interest rates
and thereby tend to be more volatile in price than securities that
pay interest periodically and in cash. In addition, because High
Yield Portfolio accrues income with respect to these securities
prior to the receipt of such interest in cash, it may have to
dispose of portfolio securities under disadvantageous
circumstances in order to obtain cash needed to pay income
dividends in amounts necessary to avoid unfavorable tax
consequences.
PORTFOLIO TURNOVER
In seeking to attain its objective, Municipal Money Portfolio may
sell portfolio securities without regard to the period of time
they have been held. In attempting to attain its objective, High
Yield Portfolio may sell portfolio securities without regard to
the period
<PAGE> 17
of time they have been held. Further, the Adviser may purchase
and sell securities for the investment portfolio with a view to
maximizing current return, even if portfolio changes would cause
the realization of capital gains. Although the average stated
maturity of High Yield Portfolio will be from five to ten years,
the Adviser may adjust the average effective maturity of High
Yield Portfolio's portfolio from time to time, depending on its
assessment of the relative yields available on securities of
different maturities and its expectations of future changes in
interest rates.
Although an Equity Portfolio does not purchase securities with a
view to rapid turnover, there are no limitations on the length of
time portfolio securities must be held. Flexibility of investment
and emphasis on capital appreciation may involve greater portfolio
turnover than that of mutual funds that have the objectives of
income or maintenance of a balanced investment position.
As a result, the turnover rate may vary from year to year. It may
exceed 100%, but is not expected to exceed 200% under normal
market conditions. A high rate of portfolio turnover may result
in increased transaction expenses and the realization of capital
gains (which may be taxable) or losses.
RISK FACTORS
Municipal Money Portfolio and High Yield Portfolio. These
Portfolios seek to reduce risk by investing in a diversified
portfolio, but this does not eliminate all risk. The risks
inherent in each depend primarily upon the maturity and quality of
the obligations in which it invests, as well as on market
conditions. A decline in prevailing levels of interest rates
generally increases the value of securities in which the Portfolio
invests, while an increase in rates usually reduces the value of
those securities. There can be no assurance that it will achieve
its objective, nor can it assure that payments of interest and
principal on portfolio obligations will be made when due.
Generally, high-quality short-term obligations offer lower yields
and less fluctuation in value than long-term low-quality
obligations. Consequently, Municipal Money Portfolio is designed
for investors who seek little or no fluctuation in portfolio
value. Although Municipal Money Portfolio currently limits its
investments in Municipal Securities to those the interest on which
is exempt from the regular federal income tax, it may invest up to
100% of its total assets in Municipal Securities the interest on
which is subject to the federal alternative minimum tax.
Municipal Money Portfolio may invest 25% or more of its assets in
Municipal Securities that are related in such a way that an
economic, business, or political development affecting one such
security could also affect the other securities. For example,
Municipal Securities the interest upon which is paid from revenues
of similar-type projects, such as hospitals, utilities, or
housing, would be so related. Municipal Money Portfolio may
invest 25% or more of its assets in industrial development bonds
(subject to the concentration restrictions described in this Part
A under Investment Restrictions and in Part B). Assets of
Municipal Money Portfolio that are not invested in Municipal
Securities may be held in cash or invested in short-term taxable
investments./3/
High Yield Fund is designed for investors who can accept the
heightened level of risk and principal fluctuation which might
result from a portfolio that invests at least 65% of its assets in
medium- and lower-quality debt securities. As a result, interest
rate fluctuations
- -----------------
/3/ The policy expressed in this sentence is a fundamental policy
of Municipal Money Portfolio.
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<PAGE> 18
will affect net asset value. In addition, if the bonds in the
investment portfolio contain call, prepayment or redemption
provisions, during a period of declining interest rates, these
securities are likely to be redeemed, and High Yield Portfolio
will probably be unable to replace them with securities having as
great a yield.
Equity Portfolios. While an Equity Portfolio seeks to reduce risk
by investing in a diversified portfolio, diversification does not
eliminate all risk. An Equity Portfolio will not, however, invest
more than 25% of the total value of its assets (at the time of
investment) in the securities of companies in any one industry.
Balanced Portfolio is designed for long-term investors who can
accept the fluctuations in portfolio value and other risks
associated with seeking long-term capital appreciation through
investments in securities. Growth & Income Portfolio is designed
for long-term investors who desire to participate in the stock
market with moderate investment risk while seeking to limit market
volatility. Growth Stock Portfolio and Special Portfolio are
designed for long-term investors who desire to participate in the
stock market with more investment risk and volatility than the
stock market in general, but with less investment risk and
volatility than aggressive capital appreciation Portfolios.
Growth Investor Portfolio is designed for long-term investors who
desire to participate in the stock market and places an emphasis
on companies that appeal to young investors. These investors can
accept more investment risk and volatility than the stock market
in general but want less investment risk and volatility than
aggressive capital appreciation funds; by investing in companies
whose products or services appeal to young investors, the
Portfolio emphasizes various consumer goods sectors. Special
Venture Portfolio is designed for long-term investors who want
greater return potential than is available from the stock market
in general, and who are willing to tolerate the greater investment
risk and market volatility associated with investments in small
and medium-sized companies. International Portfolio is intended
for long-term investors who can accept the risks entailed in
investing in foreign securities. Of course, there can be no
guarantee that a Portfolio will achieve its objective.
Debt securities rated in the fourth highest grade may have some
speculative characteristics, and changes in economic conditions or
other circumstances may lead to a weakened capacity of the issuers
of such securities to make principal and interest payments.
Securities rated below investment grade may possess speculative
characteristics, and changes in economic conditions are more
likely to affect the issuer's capacity to pay interest or repay
principal.
Foreign Investing. Non-U.S. investments may be attractive because
they increase diversification, as compared to a portfolio
comprised solely of U.S. investments. In addition, many foreign
economies have, from time to time, grown faster than the U.S.
economy, and the returns on investments in these countries have
exceeded those of similar U.S. investments--there can be no
assurance, however, that these conditions will continue.
International diversification also allows International Portfolio
and an investor to take advantage of changes in foreign economies
and market conditions.
Investors should understand and consider carefully the greater
risks involved in foreign investing. Investing in foreign
securities--positions which are generally denominated in foreign
currencies--and utilization of forward foreign currency exchange
contracts
<PAGE> 19
involve certain considerations comprising both risks and
opportunities not typically associated with investing in U.S.
securities. These considerations include: fluctuations in
exchange rates of foreign currencies; possible imposition of
exchange control regulations or currency restrictions that would
prevent cash from being brought back to the United States; less
public information with respect to issuers of securities; less
governmental supervision of stock exchanges, securities brokers,
and issuers of securities; lack of uniform accounting, auditing,
and financial reporting standards; lack of uniform settlement
periods and trading practices; less liquidity and frequently
greater price volatility in foreign markets than in the United
States; possible imposition of foreign taxes; possible investment
in the securities of companies in developing as well as developed
countries; and sometimes less advantageous legal, operational, and
financial protections applicable to foreign sub-custodial
arrangements. These risks are greater for emerging market
countries.
Although a Portfolio will try to invest in companies and
governments of countries having stable political environments,
there is the possibility of expropriation or confiscatory
taxation, seizure or nationalization of foreign bank deposits or
other assets, establishment of exchange controls, the adoption of
foreign government restrictions, and other adverse political,
social or diplomatic developments that could adversely affect
investment in these nations. The price of securities of small,
rapidly growing companies is expected to fluctuate more widely
than the general market due to the difficulty in assessing
financial prospects of companies developing new products or
operating in countries with developing markets.
The strategy for selecting investments will be based on various
criteria. A company proposed for investment should have a good
market position in a fast-growing segment of the economy, strong
management, preferably a leading position in its business,
prospects of superior financial returns, ability to self-finance,
and securities available for purchase at a reasonable market
valuation. Because of the foreign domicile of such companies,
however, information on some of the above factors may be
difficult, if not impossible, to obtain.
To the extent portfolio securities are issued by foreign issuers
or denominated in foreign currencies, investment performance is
affected by the strength or weakness of the U.S. dollar against
these currencies. If the dollar falls relative to the Japanese
yen, for example, the dollar value of a yen-denominated stock held
in the portfolio will rise even though the price of the stock
remains unchanged. Conversely, if the dollar rises in value
relative to the yen, the dollar value of the yen-denominated stock
will fall.
INVESTMENT RESTRICTIONS
Municipal Money Portfolio may not with respect to 75% of its
assets, invest more than 5% of its total assets in the securities
of any one issuer, except for obligations issued or guaranteed by
the U.S. Government or by its agencies or instrumentalities or
repurchase agreements /4/; for such securities (guarantees or
letters of credit of a single guarantor
- -------------
/4/ A repurchase agreement involves a sale of securities to the
Portfolio in which the seller agrees to repurchase the securities
at a higher price, which includes an amount representing interest
on the purchase price, within a specified time. In the event of
bankruptcy of the seller, the Portfolio could experience both
losses and delays in liquidating its collateral.
- --------------
<PAGE> 20
may exceed this limit). High Yield Portfolio and each Equity
Portfolio may not invest more than 5% of its assets in the
securities of any one issuer (this restriction applies only to 75%
of its investment portfolio, but does not apply to securities of
the U.S. Government or repurchase agreements for such securities).
No Portfolio may (1) invest 25% or more of its total assets in the
securities of non-governmental issuers whose principal business
activities are in the same industry; (2) acquire more than 10% of
the outstanding voting securities of any one issuer; or (3) make
loans, except that it may (a) purchase money market instruments
and enter into repurchase agreements; (b) acquire publicly
distributed or privately placed debt securities; (c) participate
in an interfund lending program with other Stein Roe Funds; and
(d) in the case of High Yield Portfolio and each Equity Portfolio,
lend its portfolio securities under certain conditions. No
Portfolio may borrow money, except for nonleveraging, temporary,
or emergency purposes or in connection with participation in the
interfund lending program. Neither a Portfolio's aggregate
borrowings (including reverse repurchase agreements) nor its
aggregate loans at any one time may exceed 33 1/3% of the value of
its total assets. Additional securities may not be purchased when
borrowings, less proceeds receivable from sales of portfolio
securities, exceed 5% of total assets.
The policies summarized in this section are fundamental policies
of each Portfolio and, as such, can be changed only with the
approval of a "majority of the outstanding voting securities" as
defined in the Investment Company Act of 1940. Each Portfolio's
objective is nonfundamental and, as such, may be changed by the
Board of Trustees without shareholder approval. All of the
investment restrictions are set forth in the Statement of
Additional Information.
Nothing in the investment restrictions outlined here shall be
deemed to prohibit International Portfolio from purchasing the
securities of any issuer pursuant to the exercise of subscription
rights distributed to International Portfolio by the issuer. No
such purchase may be made if, as a result, International Portfolio
will no longer be a diversified investment company as defined in
the Investment Company Act of 1940 or if International Portfolio
will fail to meet the diversification requirements of the Internal
Revenue Code of 1986, as amended (the "Code").
OTHER INFORMATION
Each Portfolio's policies include additional investment
restrictions which are described in Part B. Each Portfolio's
investment objective is nonfundamental and may be changed by the
Board of Trustees without investor approval. Investors will be
notified of any material change in such policies. Fundamental
policies may be changed only with investor approval.
ITEM 5. MANAGEMENT OF BASE TRUST.
TRUSTEES
The Board of Trustees of Base Trust has overall management
responsibility for the Trust and each Portfolio. See Part B for
the names of and other information about the trustees and
officers.
<PAGE> 21
ADVISER
Base Trust has retained the services of Stein Roe & Farnham
Incorporated (the "Adviser"), One South Wacker Drive, Chicago,
Illinois 60606, as investment adviser and administrator of each
Portfolio. The Adviser is responsible for the investment
management and administration of each Portfolio, subject to the
direction of the Board. The Adviser is registered as an
investment adviser under the Investment Advisers Act of 1940. The
Adviser was organized in 1986 to succeed to the business of Stein
Roe & Farnham, a partnership that had advised and managed mutual
funds since 1949. The Adviser is a wholly owned indirect
subsidiary of Liberty Mutual Insurance Company ("Liberty Mutual").
INVESTOR SERVICES
SteinRoe Services Inc. ("SSI"), One South Wacker Drive, Chicago,
Illinois 60606, a wholly owned indirect subsidiary of Liberty
Mutual, pursuant to a separate service agreement, also provides
certain investor accounting and recordkeeping services for each
Portfolio.
PORTFOLIO MANAGERS
Veronica M. Wallace has been portfolio manager of Municipal Money
Portfolio since September 1995. Ms. Wallace was formerly a trader
in taxable money market instruments for the Adviser.
Ann H. Benjamin has been portfolio manager of High Yield Portfolio
since its inception in 1996. She is a senior vice president of
the Adviser and has been associated with the Adviser since 1989.
Stephen F. Lockman has been associate portfolio manager of High
Yield Portfolio since its inception in 1996. Mr. Lockman is a
senior vice president of the Adviser and has been employed by the
Adviser since January 1994.
Erik P. Gustafson, David P. Brady and Arthur J. McQueen have been
co-portfolio managers of Growth Investor Portfolio since its
inception in 1997. Messrs. Gustafson and McQueen are senior vice
presidents of the Adviser and Mr. Brady is a vice president of the
Adviser. Before joining the Adviser, Mr. Gustafson was an
attorney with the law firm of Fowler, White, Burnett, Hurley,
Banick & Strickroot from 1989 to 1992. Mr. Brady, who joined
Stein Roe in 1993, was an equity investment analyst with State
Farm Mutual Automobile Insurance Company from 1986 to 1993. Mr.
McQueen has been employed by the Adviser as an equity analyst
since 1987.
Growth Stock Portfolio has been managed by Mr. Gustafson since its
inception in 1997. Mr. Brady is its associate portfolio manager.
Daniel K. Cantor has been portfolio manager of Growth & Income
Portfolio since its inception in 1997. He is a senior vice
president of the Adviser, which he joined in 1985. Jeffrey C.
Kinzel is associate manager of Growth & Income Portfolio. Mr.
Kinzel is a vice president and intermediate research analyst with
the Adviser. Before joining the Adviser in 1991 as an equity
research analyst, Mr. Kinzel was employed by the law firm of
Butler and Binion; the law firm of Miller, Canfield, Paddock and
Stone; and 1838 Investment Advisers.
Harvey B. Hirschhorn has been portfolio manager of Balanced
Portfolio since its inception in 1997. He is executive vice
president and chief economist and investment
<PAGE> 22
strategist of the Adviser, which he joined in 1973. William
Garrison and Sandra Knight are associate portfolio managers of
Balanced Portfolio. Mr. Garrison joined the Adviser in 1989. Ms.
Knight is a vice president and senior quantitative research
analyst with the Adviser, which she joined in 1991.
E. Bruce Dunn and Richard B. Peterson have been co-portfolio
managers of Special Portfolio and Special Venture Fund since
inception in 1997. Each is a senior vice president of the
Adviser. Mr. Dunn has been associated with the Adviser since
1964. Mr. Peterson, who began his investment career at Stein Roe
& Farnham in 1965 rejoined the Adviser in 1991 after 15 years of
equity research and portfolio management experience with State
Farm Investment Management Corp.
Bruno Bertocci and David P. Harris have been co-portfolio managers
of International Portfolio since its inception in 1997. They
joined the Adviser in 1995 as senior vice president and vice
president, respectively. Messrs. Bertocci and Harris are also
employed by Colonial Management Associates, Inc., a subsidiary of
Liberty Financial, as vice presidents, effective January, 1996.
Prior to joining the Adviser, Messrs. Bertocci and Harris were
senior global equity portfolio manager and portfolio manager,
respectively, with Rockefeller & Co. ("Rockefeller").
FEES AND EXPENSES
In return for its services, the Adviser receives a monthly fee
from each Portfolio, computed and accrued daily. The annualized
rates of fees are as follows:
Annual Management Fee (as a
Portfolio percentage of average net assets)
- -------------------------------- ---------------------------------
Municipal Money Portfolio. .0.25%
High Yield Portfolio ............ 0.50% of the first $500 million,
0.475% thereafter
Balanced Portfolio............... 0.55% up to $500 million,
0.50% next $500 million,
0.45% thereafter
Growth & Income Portfolio.........0.60% up to $500 million,
0.55% next $500 million,
0.50% thereafter
Growth Stock Portfolio............0.60% up to $500 million,
0.55% next $500 million,
0.50% thereafter
Growth Investor Portfolio.........0.60% of the first $500 million,
0.55% of the next $500 million,
0.50% thereafter
Special Portfolio.................0.75% up to $500 million,
0.70% next $500 million,
0.65% next $500 million,
0.60% thereafter
Special Venture Portfolio ........0.75%
International Portfolio...........0.85%
Under a separate agreement with Base Trust, the Adviser provides
certain accounting and bookkeeping services to each Portfolio,
including computation of the Portfolio's net asset value and
calculation of its net income and capital gains and losses on
disposition of its assets.
<PAGE> 23
PORTFOLIO TRANSACTIONS
The Adviser places the orders for the purchase and sale of
portfolio securities and any options and futures transactions. In
doing so, the Adviser seeks to obtain the best combination of
price and execution, which involves a number of judgmental
factors.
CUSTODIAN
State Street Bank and Trust Company (the "Bank"), 225 Franklin
Street, Boston, Massachusetts 02101, is the custodian for each
Portfolio.
ITEM 5A. MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE.
A response to Item 5A has been omitted pursuant to paragraph 4 of
Instruction F of the General Instructions to Form N-1A.
ITEM 6. CAPITAL STOCK AND OTHER SECURITIES.
Investments in Base Trust have no preemptive or conversion rights
and are fully paid and nonassessable, except as set forth below.
Base Trust is not required to hold annual meetings of investors,
and has no current intention to do so, but Base Trust will hold
special meetings of investors when, in the judgment of the
trustees, it is necessary or desirable to submit matters for an
investor vote. Changes in fundamental policies will be submitted
to investors for approval. An investors' meeting will be held
upon the written, specific request to the trustees of investors
holding in the aggregate not less than 10% of the Interests in a
series. Investors have under certain circumstances (e.g., upon
application and submission of certain specified documents to the
trustees by a specified number of shareholders) the right to
communicate with other investors in connection with requesting a
meeting of investors for the purpose of removing one or more
trustees. Investors also have the right to remove one or more
trustees without a meeting by a declaration in writing by a
specified number of investors. Upon liquidation of Base Trust or
a series thereof, investors would be entitled to share pro rata in
the net assets available for distribution to investors (unless
another sharing method is required for federal income tax reasons,
in accordance with the sharing method adopted by the trustees).
Base Trust reserves the right to create and issue a number of
series, in which case investors in each series would participate
solely in the earnings, dividends, and assets of the particular
series. Interests in any series of Base Trust may be divided into
two or more classes of Interests having such preferences or
special or relative rights or privileges as the trustees of Base
Trust may determine. Currently, Base Trust has nine series, each
with only one class.
Base Trust is organized as a common law trust under the laws of
the Commonwealth of Massachusetts. Under the Declaration of
Trust, the trustees are authorized to issue Interests in Base
Trust. Each investor in a series is entitled to vote in
proportion to the amount of its investment in the series.
Investments in Base Trust may not be transferred, but an investor
may withdraw all or a portion of his investment at any time at net
asset value. Investors in any series of Base Trust (e.g.,
investment companies, insurance company separate accounts, and
common and commingled trust funds or similar organizations or
entities that are "accredited investors" within the meaning of
Regulation
<PAGE> 24
D under the 1933 Act) may be held personally, jointly and
severally liable for all obligations of that series of Base Trust.
However, the risk of an investor in a series incurring financial
loss on account of such liability is limited to circumstances in
which both inadequate insurance exists and Base Trust itself is
unable to meet its obligations.
It is intended that the assets, income, and distributions will be
managed in such a way that an investor in a series will be able to
satisfy the requirements of Subchapter M of the Code for
qualification as a regulated investment company, assuming that the
investor invested all of its assets in the series.
The net income of a series of Base Trust shall consist of (1) all
income accrued less the amortization of any premium, on the assets
of the series, less (2) all actual and any accrued expenses of the
series determined in accordance with generally accepted accounting
principles. Income includes discount earned (including both
original issue and, by election, market discount) on discount
paper accrued ratably to the date of maturity and any net realized
gains or losses on the assets of the series. All of the net
income of a series is allocated among the investors in the series
in accordance with their Interests (unless another sharing method
is required for federal income tax reasons, in accordance with the
sharing method adopted by the trustees).
Under the anticipated method of operation of Base Trust, the Trust
will not be subject to any federal income tax. However, each
investor in a series of Base Trust will be taxed on its share (as
determined in accordance with the governing instruments of Base
Trust) of the series' ordinary income and capital gain in
determining its income tax liability. The determination of such
share will be made in accordance with an allocation method
designed to satisfy the Code and regulations promulgated
thereunder. Distributions of net income and capital gain are to
be made pro rata to investors in accordance with their investment
in a Portfolio. For federal income tax purposes, however, income,
gain, or loss may be allocated in a manner other than pro rata, if
necessary to reflect gains or losses properly allocable to fewer
than all investors as a result of contributions of securities to a
series or redemptions of portions of an investor's unrealized gain
or loss in series assets.
ITEM 7. PURCHASE OF SECURITIES.
Interests in a Portfolio are issued solely in private placement
transactions that do not involve any "public offering" within the
meaning if Section 4(2) of the 1933 Act. Investments in a
Portfolio may be made only by investment companies, insurance
company separate accounts, common or commingled trust funds, or
similar organizations or entities that are "accredited investors"
within the meaning of Regulation D under the 1933 Act. This
Registration Statement does not constitute an offer to sell or the
solicitation of any offer to buy any "security" within the meaning
of the 1933 Act.
An investment in a Portfolio may be made without a sales load.
All investments are made at net asset value next determined if an
order is received by SteinRoe Services Inc., the Portfolios'
investor accounting and recordkeeping agent, by the designated
cutoff time. The net asset value of each Portfolio is determined
as of the close of trading on the New York Stock Exchange ("NYSE")
(currently 3:00 p.m., central time) every day the NYSE is open for
trading ("business day") by dividing the difference between the
<PAGE> 25
values of the Portfolio's assets and liabilities by the number of
shares outstanding. Net asset value will not be determined on
days when the NYSE is closed unless, in the judgment of the Board
of Trustees, the net asset value should be determined on any such
day, in which case the determination will be made at 3:00 p.m.,
central time.
The valuation of Municipal Money Portfolio's portfolio securities
is based on their amortized cost, which does not take into account
unrealized gains or losses, in an attempt to maintain its net
asset value at $1.00 per share. The extent of any deviation
between the Portfolio's net asset value based upon market
quotations or equivalents and $1.00 per share based on amortized
cost will be examined by the Board of Trustees. If such deviation
were to exceed 1/2 of 1%, the Board would consider what action, if
any, should be taken, including selling portfolio instruments,
increasing, reducing or suspending distributions, or redeeming
shares in kind. Other assets and securities of the Portfolio for
which this valuation method does not produce a fair value are
valued at a fair value determined by the Board.
For High Yield Portfolio, securities for which market quotations
are readily available at the time of valuation are valued on that
basis. Long-term straight-debt securities for which market
quotations are not readily available are valued at a fair value
based on valuations provided by pricing services approved by the
Board, which may employ electronic data processing techniques,
including a matrix system, to determine valuations. Short-term
debt securities with remaining maturities of 60 days or less are
valued at their amortized cost, which does not take into account
unrealized gains or losses. The Board believes that the amortized
cost represents a fair value for such securities. Short-term debt
securities with remaining maturities of more than 60 days for
which market quotations are not readily available are valued by
use of a matrix prepared by the Adviser based on quotations for
comparable securities. Other assets and securities held by High
Yield Portfolio for which these valuation methods do not produce a
fair value are valued by a method that the Board believes will
determine a fair value.
For each Equity Portfolio other than International Portfolio, each
security traded on a national stock exchange is valued at its last
sale price on that exchange on the day of valuation or, if there
are no sales that day, at the latest bid quotation. Each over-
the-counter security for which the last sale price on the day of
valuation is available from Nasdaq is valued at that price. All
other over-the-counter securities for which reliable quotations
are available are valued at the latest bid quotation.
In computing the net asset value of International Portfolio, the
values of portfolio securities are generally based upon market
quotations. Depending upon local convention or regulation, these
market quotations may be the last sale price, last bid or asked
price, or the mean between the last bid and asked prices as of, in
each case, the close of the appropriate exchange or other
designated time. Trading in securities on European and Far
Eastern securities exchanges and over-the-counter markets is
normally completed at various times before the close of business
on each day on which the NYSE is open. Trading of these
securities may not take place on every NYSE business day. In
addition, trading may take place in various foreign markets on
Saturdays or on other days when the NYSE is not open and on which
International Portfolio's net asset value is not calculated.
Therefore, such calculation does not take place contemporaneously
with the determination of the prices of many of the portfolio
securities used in such calculation and
<PAGE> 26
the value of International Portfolio's portfolio may be
significantly affected on days when shares of International
Portfolio may not be purchased or redeemed.
Each investor in a Portfolio may add to or reduce its investment
in the Portfolio on each business day. The investor's percentage
of the aggregate Interests in the Portfolio will be computed as
the percentage equal to the fraction (1) the numerator of which is
the beginning of the day value of such investor's investment in
the Portfolio, on such day plus or minus, as the case may be, the
amount of any additions to or withdrawals from the investor's
investment in the Portfolio effected on such day, and (2) the
denominator of which is the aggregate beginning of the day net
asset value of the Portfolio on such day plus or minus, as the
case may be, the amount of the net additions to or withdrawals
from the aggregate investments in the Portfolio by all investors
in the Portfolio. The percentage so determined will then be
applied to determine the value of the investor's Interest in the
Portfolio as of the close of business.
There is no minimum initial or subsequent investment in a
Portfolio.
Each Portfolio and SteinRoe Services Inc. reserve the right to
cease accepting investments at any time or to reject any
investment order.
ITEM 8. REDEMPTION OR REPURCHASE.
An investor in a Portfolio may redeem all or any portion of its
investment at the next determined net asset value if a withdrawal
request in proper form is furnished by the investor to SteinRoe
Services Inc., the Portfolios' investor accounting agent, by the
designated cutoff time. The proceeds of a withdrawal will be paid
by the Portfolio in federal funds normally on the business day the
withdrawal is effected, but in any event within seven days.
Investments in a Portfolio may not be transferred.
The right of any investor to receive payment with respect to any
withdrawal may be suspended or the payment of the withdrawal
proceeds postponed during any period in which the NYSE is closed
(other than weekends or holidays) or trading on the NYSE is
restricted, or, to the extent otherwise permitted by the
Investment Company Act of 1940 if an emergency exists.
ITEM 9. PENDING LEGAL PROCEEDINGS.
Not applicable.
<PAGE> 27
PART B
ITEM 10. COVER PAGE.
SR&F BASE TRUST
Suite 3200, One South Wacker Drive, Chicago, Illinois 60606
800-338-2550
Statement of Additional Information Dated February 28, 1997
This Statement of Additional Information is not a prospectus but
provides additional information that should be read in conjunction
with the prospectus contained in Part A of this Registration
Statement, which may be obtained at no charge by telephoning 800-
338-2550.
ITEM 11. TABLE OF CONTENTS.
General Information and History.......................27
Investment Objective and Policies.....................27
Management of Base Trust..............................53
Control Persons and Principal Holders of Securities...56
Investment Management and Administrative Services.....57
Brokerage Allocation and Other Practices..............58
Capital Stock and Other Securities....................60
Purchase, Redemption, and Pricing of Securities.......62
Tax Status............................................64
Underwriter...........................................67
Calculation of Performance Data.......................67
Financial Statements..................................67
Glossary..............................................67
Appendix..............................................69
ITEM 12. GENERAL INFORMATION AND HISTORY.
Not applicable.
ITEM 13. INVESTMENT OBJECTIVES AND POLICIES.
The basic investment policies and strategies of each Portfolio are
described in Part A, Item 4. The following supplements the
information contained in Part A regarding certain miscellaneous
investment practices in which a Portfolio may engage and the risks
associated therewith.
AMT Securities. Although Municipal Money Portfolio currently
limits its investments in Municipal Securities to those the
interest on which is exempt from the regular federal income tax,
it may invest 100% of its total assets in Municipal Securities the
interest on which is subject to the federal alternative minimum
tax ("AMT").
<PAGE> 28
Convertible Securities. By investing in convertible securities,
High Yield Portfolio and each Equity Portfolio obtains the right
to benefit from the capital appreciation potential in the
underlying stock upon exercise of the conversion right, while
earning higher current income than would be available if the stock
were purchased directly. In determining whether to purchase a
convertible, the Adviser will consider substantially the same
criteria that would be considered in purchasing the underlying
stock. While convertible securities purchased by a Portfolio are
frequently rated investment grade, each Portfolio may purchase
unrated securities or securities rated below investment grade if
the securities meet the Adviser's other investment criteria.
Convertible securities rated below investment grade (a) tend to be
more sensitive to interest rate and economic changes, (b) may be
obligations of issuers who are less creditworthy than issuers of
higher quality convertible securities, and (c) may be more thinly
traded due to such securities being less well known to investors
than either common stock or conventional debt securities. As a
result, the Adviser's own investment research and analysis tends
to be more important in the purchase of such securities than other
factors.
Debt Securities. In pursuing its investment objective, High Yield
Portfolio does and each Equity Portfolio may invest in debt
securities of corporate and governmental issuers. The risks
inherent in debt securities depend primarily on the term and
quality of the obligations in the investment portfolio as well as
on market conditions. A decline in the prevailing levels of
interest rates generally increases the value of debt securities,
while an increase in rates usually reduces the value of those
securities.
Investments in debt securities by Growth & Income Portfolio,
Balanced Portfolio, Growth Stock Portfolio, and International
Portfolio are limited to those that are within the four highest
grades (generally referred to as "investment grade") assigned by a
nationally recognized statistical rating organization or, if
unrated, deemed to be of comparable quality by the Adviser. Each
of Special Venture Portfolio, Growth Investor Portfolio, and
Special Portfolio may invest up to 35% of its net assets in debt
securities, but do not expect to invest more than 5% of net assets
in debt securities that are rated below investment grade.
Securities in the fourth highest grade may possess speculative
characteristics, and changes in economic conditions are more
likely to affect the issuer's capacity to pay interest and repay
principal. If the rating of a security held by a Portfolio is
lost or reduced below investment grade, the Portfolio is not
required to dispose of the security, but the Adviser will consider
that fact in determining whether that Portfolio should continue to
hold the security.
Securities that are rated below investment grade are considered
predominantly speculative with respect to the issuer's capacity to
pay interest and repay principal according to the terms of the
obligation and therefore carry greater investment risk, including
the possibility of issuer default and bankruptcy.
Defensive Investments. When the Adviser considers a temporary
defensive position advisable, High Yield Portfolio and each Equity
Portfolio may invest, without limitation, in high-quality fixed
income securities or hold assets in cash or cash equivalents.
<PAGE> 29
Derivatives. Consistent with its objective, High Yield Portfolio
and each Equity Portfolio may invest in a broad array of financial
instruments and securities, including conventional exchange-traded
and non-exchange-traded options, futures contracts, futures
options, securities collateralized by underlying pools of
mortgages or other receivables, floating rate instruments, and
other instruments that securitize assets of various types
("Derivatives"). In each case, the value of the instrument or
security is "derived" from the performance of an underlying asset
or a "benchmark" such as a security index, an interest rate, or a
currency.
Derivatives are most often used to manage investment risk or to
create an investment position indirectly because it is more
efficient or less costly than direct investment that cannot be
readily established directly due to portfolio size, cash
availability, or other factors. They also may be used in an
effort to enhance portfolio returns.
The successful use of Derivatives depends on the Adviser's ability
to correctly predict changes in the levels and directions of
movements in security prices, interest rates and other market
factors affecting the Derivative itself or the value of the
underlying asset or benchmark. In addition, correlations in the
performance of an underlying asset to a Derivative may not be well
established. Finally, privately negotiated and over-the-counter
Derivatives may not be as well regulated and may be less
marketable than exchange-traded Derivatives.
High Yield Portfolio does not intend to invest more than 5% of its
assets in any type of Derivative. No Equity Portfolio currently
intends to invest more than 5% of its net assets in any type of
Derivative, except for options, futures contracts, futures
options, and, in the case of International Portfolio, forward
contracts. (See Options and Futures below.)
Some mortgage-backed debt securities are of the "modified pass-
through type," which means the interest and principal payments on
mortgages in the pool are "passed through" to investors. During
periods of declining interest rates, there is increased likelihood
that mortgages will be prepaid, with a resulting loss of the full-
term benefit of any premium paid by a Portfolio on purchase of
such securities; in addition, the proceeds of prepayment would
likely be invested at lower interest rates.
Mortgage-backed securities provide either a pro rata interest in
underlying mortgages or an interest in collateralized mortgage
obligations ("CMOs") that represent a right to interest and/or
principal payments from an underlying mortgage pool. CMOs are not
guaranteed by either the U.S. Government or by its agencies or
instrumentalities, and are usually issued in multiple classes each
of which has different payment rights, prepayment risks, and yield
characteristics. Mortgage-backed securities involve the risk of
prepayment on the underlying mortgages at a faster or slower rate
than the established schedule. Prepayments generally increase
with falling interest rates and decrease with rising rates but
they also are influenced by economic, social, and market factors.
If mortgages are pre-paid during periods of declining interest
rates, there would be a resulting loss of the full-term benefit of
any premium paid by a Portfolio on purchase of the CMO, and the
proceeds of prepayment would likely be invested at lower interest
rates.
<PAGE> 30
Non-mortgage asset-backed securities usually have less prepayment
risk than mortgage-backed securities, but have the risk that the
collateral will not be available to support payments on the
underlying loans that finance payments on the securities
themselves.
Floating rate instruments provide for periodic adjustments in
coupon interest rates that are automatically reset based on
changes in amount and direction of specified market interest
rates. In addition, the adjusted duration of some of these
instruments may be materially shorter than their stated
maturities. To the extent such instruments are subject to
lifetime or periodic interest rate caps or floors, such
instruments may experience greater price volatility than debt
instruments without such features. Adjusted duration is an
inverse relationship between market price and interest rates and
refers to the approximate percentage change in price for a 100
basis point change in yield. For example, if interest rates
decrease by 100 basis points, a market price of a security with an
adjusted duration of 2 would increase by approximately 2%.
Interfund Borrowing and Lending Program. Pursuant to an exemptive
order issued by the Securities and Exchange Commission, each
Portfolio has received permission to lend money to, and borrow
money from, other mutual funds advised by the Adviser. A
Portfolio will borrow through the program when borrowing is
necessary and appropriate and the costs are equal to or lower than
the costs of bank loans.
Lending of Portfolio Securities. Subject to the restriction on
lending under Investment Restrictions in this Part B, High Yield
Portfolio and each Equity Portfolio may lend its portfolio
securities to broker-dealers and banks. Any such loan must be
continuously secured by collateral in cash or cash equivalents
maintained on a current basis in an amount at least equal to the
market value of the securities loaned by a Portfolio. Cash
collateral for securities loaned will be invested in liquid high-
grade debt securities. A Portfolio would continue to receive the
equivalent of the interest or dividends paid by the issuer on the
securities loaned, and would also receive an additional return
that may be in the form of a fixed fee or a percentage of the
collateral. A Portfolio would have the right to call the loan and
obtain the securities loaned at any time on notice of not more
than five business days. A Portfolio would not have the right to
vote the securities during the existence of the loan but would
call the loan to permit voting of the securities if, in the
Adviser's judgment, a material event requiring a shareholder vote
would otherwise occur before the loan was repaid. In the event of
bankruptcy or other default of the borrower, a Portfolio could
experience both delays in liquidating the loan collateral or
recovering the loaned securities and losses, including (a)
possible decline in the value of the collateral or in the value of
the securities loaned during the period while the Portfolio seeks
to enforce its rights thereto, (b) possible subnormal levels of
income and lack of access to income during this period, and (c)
expenses of enforcing its rights.
Line of Credit. Subject to its restriction on borrowing under
Investment Restrictions, each Portfolio may establish and maintain
a line of credit with a major bank in order to permit borrowing on
a temporary basis to meet share redemption requests in
circumstances in which temporary borrowing may be preferable to
liquidation of portfolio securities.
<PAGE> 31
Participation Interests. Municipal Money Portfolio may purchase
participation interests or certificates of participation in all or
part of specific holdings of Municipal Securities, but does not
intend to do so unless the tax-exempt status of those
participation interests or certificates of participation is
confirmed to the satisfaction of the Board of Trustees, which may
include consideration of an opinion of counsel as to the tax-
exempt status. Each participation interest would meet the
prescribed quality standards of the Portfolio or be backed by an
irrevocable letter of credit or guarantee of a bank that meets the
prescribed quality standards of the Portfolio. Some participation
interests are illiquid securities.
Municipal Money Portfolio may also purchase participations in
lease obligations or installment purchase contract obligations
(hereinafter collectively called "lease obligations") of municipal
authorities or entities. Although lease obligations do not
constitute general obligations of the municipality for which the
municipality's taxing power is pledged, a lease obligation is
ordinarily backed by the municipality's covenant to budget for,
appropriate, and make the payments due under the lease obligation.
However, certain lease obligations contain "non-appropriation"
clauses which provide that the municipality has no obligation to
make lease or installment purchase payments in future years unless
money is appropriated for such purpose on a yearly basis. In
addition to the "non-appropriation" risk, these securities
represent a relatively new type of financing that has not yet
developed the depth of marketability associated with more
conventional bonds. Although "non-appropriation" lease
obligations are secured by leased property, disposition of the
property in the event of foreclosure might prove difficult. The
Portfolio will seek to minimize these risks by investing primarily
in those "non-appropriation" lease obligations where (1) the
nature of the leased equipment or property is such that its
ownership or use is essential to a governmental function of the
municipality, (2) the lease obligor has maintained good market
acceptability in the past, (3) the investment is of a size that
will be attractive to institutional investors, and (4) the
underlying leased equipment has elements of portability and/or use
that enhance its marketability in the event foreclosure on the
underlying equipment were ever required.
The Board of Trustees has delegated to the Adviser the
responsibility to determine the credit quality of participation
interests. The determinations concerning the liquidity and
appropriate valuation of a municipal lease obligation, as with any
other municipal security, are made based on all relevant factors.
These factors may include, among others: (1) the frequency of
trades and quotes for the obligation; (2) the number of dealers
willing to purchase or sell the security and the number of other
potential buyers; (3) the willingness of dealers to undertake to
make a market in the security; and (4) the nature of the
marketplace trades, including the time needed to dispose of the
security, the method of soliciting offers, and the mechanics of
transfer.
PIK and Zero Coupon Bonds. High Yield Portfolio may invest up to
20% of its assets in zero coupon bonds and bonds the interest on
which is payable in kind ("PIK bonds"). A zero coupon bond is a
bond that does not pay interest for its entire life. A PIK bond
pays interest in the form of additional securities. The market
prices of both zero coupon and PIK bonds are affected to a greater
extent by changes in prevailing levels of interest rates and
thereby tend to be more volatile in price than securities that pay
interest periodically and in cash. In addition, because High
Yield Portfolio accrues income with respect to these securities
prior to the receipt of such interest in cash, it may have to
<PAGE> 32
dispose of portfolio securities under disadvantageous
circumstances in order to obtain cash needed to pay income
dividends in amounts necessary to avoid unfavorable tax
consequences.
Rated Securities. For a description of the ratings applied by
rating services to Municipal Securities and other debt securities,
please refer to the Appendix. Except with respect to debt
securities with a demand feature (see the definition of "short-
term" in the Glossary) acquired by Municipal Money Portfolio, the
fact that the rating of a debt security held by Municipal Money
Portfolio or High Yield Portfolio may be lost or reduced below the
minimum level applicable to its original purchase by the Portfolio
does not require that obligation to be sold, but the Adviser will
consider such fact in determining whether the Portfolio should
continue to hold the obligation. In the case of Municipal
Securities with a demand feature acquired by Municipal Money
Portfolio, if the quality of such a security falls below the
minimum level applicable at the time of acquisition, the Portfolio
must dispose of the security within a reasonable period of time
either by exercising the demand feature or by selling the security
in the secondary market, unless the Board of Trustees determines
that it is in the best interests of the Portfolio and its
shareholders to retain the security.
To the extent that the ratings accorded by Moody's or S&P for debt
securities may change as a result of changes in such
organizations, or changes in their rating systems, Municipal Money
Portfolio or High Yield Portfolio will attempt to use comparable
ratings as standards for its investments in accordance with its
investment policies. The Board of Trustees is required to review
such ratings with respect to Municipal Money Portfolio.
Repurchase Agreements. Each Portfolio may invest in repurchase
agreements, provided that it will not invest more than 15% of net
assets in repurchase agreements maturing in more than seven days
and any other illiquid securities. A repurchase agreement is a
sale of securities to a Portfolio in which the seller agrees to
repurchase the securities at a higher price, which includes an
amount representing interest on the purchase price, within a
specified time. In the event of bankruptcy of the seller, a
Portfolio could experience both losses and delays in liquidating
its collateral.
Reverse Repurchase Agreements. Each Portfolio may enter into
reverse repurchase agreements with banks and securities dealers.
A reverse repurchase agreement is a repurchase agreement in which
a Portfolio is the seller of, rather than the investor in,
securities and agrees to repurchase them at an agreed-upon time
and price. Use of a reverse repurchase agreement may be
preferable to a regular sale and later repurchase of the
securities because it avoids certain market risks and transaction
costs.
At the time a Portfolio enters into a binding obligation to
purchase securities on a when-issued basis or enters into a
reverse repurchase agreement, liquid assets (cash, U.S. Government
securities or other "high-grade" debt obligations) of the
Portfolio having a value at least as great as the purchase price
of the securities to be purchased will be segregated on the books
of the Portfolio and held by the custodian throughout the period
of the obligation. The use of these investment strategies, as
well as borrowing under a line of credit as described below, may
increase net asset value fluctuation.
<PAGE> 33
Rule 144A Securities. High Yield Portfolio and each Equity
Portfolio may purchase securities that have been privately placed
but that are eligible for purchase and sale under Rule 144A under
the 1933 Act. That Rule permits certain qualified institutional
buyers, such as the Portfolios, to trade in privately placed
securities that have not been registered for sale under the 1933
Act. The Adviser, under the supervision of the Board of Trustees,
will consider whether securities purchased under Rule 144A are
illiquid and thus subject to a Portfolio's restriction of
investing no more than 15% of its net assets in illiquid
securities. A determination of whether a Rule 144A security is
liquid or not is a question of fact. In making this
determination, the Adviser will consider the trading markets for
the specific security, taking into account the unregistered nature
of a Rule 144A security. In addition, the Adviser could consider
the (1) frequency of trades and quotes, (2) number of dealers and
potential purchasers, (3) dealer undertakings to make a market,
and (4) nature of the security and of marketplace trades (e.g.,
the time needed to dispose of the security, the method of
soliciting offers, and the mechanics of transfer). The liquidity
of Rule 144A securities would be monitored and, if as a result of
changed conditions, it is determined that a Rule 144A security is
no longer liquid, the Portfolios' holdings of illiquid securities
would be reviewed to determine what, if any, steps are required to
assure that the Portfolio does not invest more than 5% of its
assets in illiquid securities. Investing in Rule 144A securities
could have the effect of increasing the amount of a Portfolio's
assets invested in illiquid securities if qualified institutional
buyers are unwilling to purchase such securities. The Portfolios
do not expect to invest as much as 5% of its total assets in Rule
144A securities that have not been deemed liquid by the Adviser.
(See Investment Restrictions.)
Short Sales "Against the Box." Each Portfolio may sell securities
short against the box; that is, enter into short sales of
securities that it currently owns or has the right to acquire
through the conversion or exchange of other securities that it
owns at no additional cost. A Portfolio may make short sales of
securities only if at all times when a short position is open the
Portfolio owns at least an equal amount of such securities or
securities convertible into or exchangeable for securities of the
same issue as, and equal in amount to, the securities sold short,
at no additional cost.
In a short sale against the box, a Portfolio does not deliver from
its portfolio the securities sold. Instead, the Portfolio
borrows the securities sold short from a broker-dealer through
which the short sale is executed, and the broker-dealer delivers
such securities, on behalf of the Portfolio, to the purchaser of
such securities. The Portfolio is required to pay to the broker-
dealer the amount of any dividends paid on shares sold short.
Finally, to secure its obligation to deliver to such broker-dealer
the securities sold short, the Portfolio must deposit and
continuously maintain in a separate account with the Portfolio's
custodian an equivalent amount of the securities sold short or
securities convertible into or exchangeable for such securities at
no additional cost. A Portfolio is said to have a short position
in the securities sold until it delivers to the broker-dealer the
securities sold. A Portfolio may close out a short position by
purchasing on the open market and delivering to the broker-dealer
an equal amount of the securities sold short, rather than by
delivering portfolio securities.
Short sales may protect a Portfolio against the risk of losses in
the value of its portfolio securities because any unrealized
losses with respect to such portfolio securities should be wholly
or partially offset by a corresponding gain in the short position.
However,
<PAGE> 34
any potential gains in such portfolio securities should be wholly
or partially offset by a corresponding loss in the short position.
The extent to which such gains or losses are offset will depend
upon the amount of securities sold short relative to the amount
the Portfolio owns, either directly or indirectly, and, in the
case where the Portfolio owns convertible securities, changes in
the conversion premium.
Short sale transactions involve certain risks. If the price of
the security sold short increases between the time of the short
sale and the time a Portfolio replaces the borrowed security, the
Portfolio will incur a loss and if the price declines during this
period, the Portfolio will realize a short-term capital gain. Any
realized short-term capital gain will be decreased, and any
incurred loss increased, by the amount of transaction costs and
any premium, dividend or interest which the Portfolio may have to
pay in connection with such short sale. Certain provisions of the
Code may limit the degree to which a Portfolio is able to enter
into short sales. There is no limitation on the amount of each
Portfolio's assets that, in the aggregate, may be deposited as
collateral for the obligation to replace securities borrowed to
effect short sales and allocated to segregated accounts in
connection with short sales. Balanced Portfolio may invest up to
20% of its total assets in short sales against the box; no other
Portfolio will invest more than 5% of its total assets in short
sales against the box.
Standby Commitments. Municipal Money Portfolio and High Yield
Portfolio may obtain standby commitments when purchasing
securities. A standby commitment gives the holder the right to
sell the underlying security to the seller at an agreed-upon price
on certain dates or within a specified period. Municipal Money
Portfolio will acquire standby commitments solely to facilitate
portfolio liquidity and not with a view to exercising them at a
time when the exercise price may exceed the current value of the
underlying securities. If the exercise price of a standby
commitment held by Municipal Money Portfolio should exceed the
current value of the underlying securities, Municipal Money
Portfolio may refrain from exercising the standby commitment in
order to avoid causing the issuer of the standby commitment to
sustain a loss and thereby jeopardizing the Portfolio's business
relationship with the issuer. Municipal Money Portfolio will
enter into standby commitments only with banks and securities
dealers that, in the opinion of the Adviser, present minimal
credit risks. However, if a securities dealer or bank is unable
to meet its obligation to repurchase the security when Municipal
Money Portfolio exercises a standby commitment, the Portfolio
might be unable to recover all or a portion of any loss sustained
from having to sell the security elsewhere. Standby commitments
will be valued at zero in determining Municipal Money Portfolio's
net asset value.
Standby commitment agreements create an additional risk for High
Yield Portfolio because the other party to the standby agreement
generally will not be obligated to deliver the security, but High
Yield Portfolio will be obligated to accept it if delivered.
Depending on market conditions, High Yield Portfolio may receive a
commitment fee for assuming this obligation. If prevailing market
interest rates increase during the period between the date of the
agreement and the settlement date, the other party can be expected
to deliver the security and, in effect, pass any decline in value
to High Yield Portfolio. If the value of the security increases
after the agreement is made, however, the other party is unlikely
to deliver the security. In other words, a decrease in the value
of the securities to be purchased under the terms of a standby
commitment agreement will
<PAGE> 35
likely result in the delivery of the security, and, therefore,
such decrease will be reflected in High Yield Portfolio's net
asset value. However, any increase in the value of the securities
to be purchased will likely result in the non-delivery of the
security and, therefore, such increase will not affect the net
asset value unless and until High Yield Portfolio actually obtains
the security.
Taxable Securities. Assets of Municipal Money Portfolio that are
not invested in Municipal Securities may be held in cash or
invested in short-term taxable investments /5/ such as: (1) U.S.
Government bills, notes and bonds; (2) obligations of agencies and
instrumentalities of the U.S. Government (including obligations
not backed by the full faith and credit of the U.S. Government);
(3) other money market instruments such as certificates of deposit
and bankers' acceptances of domestic banks having total assets in
excess of $1 billion, and corporate commercial paper rated Prime-1
by Moody's or A-1 by S&P at the time of purchase, or, if unrated,
issued or guaranteed by an issuer with outstanding debt rated Aa
or better by Moody's or AA or better by S&P; and (4) repurchase
agreements with banks and securities dealers. Municipal Money
Portfolio limits repurchase agreements to those that are short-
term, subject to its restriction (g) under Investment Restrictions
(although the underlying securities may not be short-term).
Tender Option Bonds. Municipal Money Portfolio may purchase
tender option bonds. A tender option bond is a Municipal Security
(generally held pursuant to a custodial arrangement) having a
relatively long maturity and bearing interest at a fixed rate
substantially higher than prevailing short-term tax-exempt rates,
that has been coupled with the agreement of a third party, such as
a bank, broker-dealer or other financial institution, pursuant to
which such institution grants the security holders the option, at
periodic intervals, to tender their securities to the institution
and receive the face value thereof. As consideration for
providing the option, the financial institution receives periodic
fees equal to the difference between the Municipal Security's
fixed coupon rate and the rate, as determined by a remarketing or
similar agent at or near the commencement of such period, that
would cause the securities, coupled with the tender option, to
trade at par on the date of such determination. Thus, after
payment of this fee, the security holder effectively holds a
demand obligation that bears interest at the prevailing short-term
tax-exempt rate. The Adviser will consider on an ongoing basis
the creditworthiness of the issuer of the underlying Municipal
Securities, of any custodian, and of the third-party provider of
the tender option. In certain instances and for certain tender
option bonds, the option may be terminable in the event of a
default in payment of principal or interest on the underlying
Municipal Securities and for other reasons. Municipal Money
Portfolio does not intend to invest more than 10% of net assets in
tender option bonds.
When-Issued and Delayed-Delivery Securities. Each Portfolio may
purchase securities on a when-issued or delayed-delivery basis.
Although the payment and interest terms of these securities are
established at the time a Portfolio enters into the commitment,
the securities may be delivered and paid for a month or more after
the date of purchase, when their value may have changed. The
Portfolios make such commitments only with the intention of
actually acquiring the securities, but may sell the securities
before settlement date if the Adviser deems it advisable for
investment reasons. No Portfolio
- -------------
/5/ The policies described in this paragraph are fundamental for
Municipal Money Portfolio.
- -------------
<PAGE> 36
currently intends to make commitments to purchase when-issued
securities in excess of 5% of its net assets. International
Portfolio may utilize spot and forward foreign currency exchange
transactions to reduce the risk inherent in fluctuations in the
exchange rate between one currency and another when securities are
purchased or sold on a when-issued or delayed-delivery basis.
Securities purchased by High Yield Portfolio on a when-issued or
delayed-delivery basis are sometimes done on a "dollar roll"
basis. Dollar roll transactions consist of the sale by the
Portfolio of securities with a commitment to purchase similar but
not identical securities, generally at a lower price at a future
date. A dollar roll may be renewed after cash settlement and
initially may involve only a firm commitment agreement by the
Portfolio to buy a security. A dollar roll transaction involves
the following risks: if the broker-dealer to whom the Portfolio
sells the security becomes insolvent, the Portfolio's right to
purchase or repurchase the security may be restricted; the value
of the security may change adversely over the term of the dollar
roll; the security which the Portfolio is required to repurchase
may be worth less than a security which the Portfolio originally
held; and the return earned by the Portfolio with the proceeds of
a dollar roll may not exceed transaction costs.
At the time Municipal Money Portfolio or High Yield Portfolio
enters into a binding obligation to purchase securities on a when-
issued basis, liquid assets (cash, U.S. Government or other "high
grade" debt obligations) of the Portfolio having a value of at
least as great as the purchase price of the securities to be
purchased will be segregated on the books of the Portfolio and
held by the custodian throughout the period of the obligation.
Foreign Securities. International Portfolio invests primarily in
foreign securities and High Yield Portfolio and each Equity
Portfolio may invest up to 25% of its total assets in foreign
securities, which may entail a greater degree of risk (including
risks relating to exchange rate fluctuations, tax provisions, or
expropriation of assets) than does investment in securities of
domestic issuers. For this purpose, foreign securities do not
include American Depositary Receipts (ADRs) or securities
guaranteed by a United States person. ADRs are receipts typically
issued by an American bank or trust company evidencing ownership
of the underlying securities. A Portfolio may invest in sponsored
or unsponsored ADRs. In the case of an unsponsored ADR, a
Portfolio is likely to bear its proportionate share of the
expenses of the depository and it may have greater difficulty in
receiving shareholder communications than it would have with a
sponsored ADR.
International Portfolio may also purchase foreign securities in
the form of European Depositary Receipts (EDRs) or other
securities representing underlying shares of foreign issuers.
Positions in these securities are not necessarily denominated in
the same currency as the common stocks into which they may be
converted. ADRs are receipts typically issued by an American bank
or trust company evidencing ownership of the underlying
securities. EDRs are European receipts evidencing a similar
arrangement. Generally, ADRs, in registered form, are designed
for the U.S. securities markets and EDRs, in bearer form, are
designed for use in European securities markets.
With respect to portfolio securities that are issued by foreign
issuers or denominated in foreign currencies, a Portfolio's
investment performance is affected by the strength or
<PAGE> 37
weakness of the U.S. dollar against these currencies. For
example, if the dollar falls in value relative to the Japanese
yen, the dollar value of a yen-denominated stock held in a
Portfolio will rise even though the price of the stock remains
unchanged. Conversely, if the dollar rises in value relative to
the yen, the dollar value of the yen-denominated stock will fall.
(See discussion of transaction hedging and portfolio hedging under
Currency Exchange Transactions.)
Investors should understand and consider carefully the risks
involved in foreign investing. Investing in foreign securities,
positions in which are generally denominated in foreign
currencies, and utilization of forward foreign currency exchange
contracts involve certain considerations comprising both risks and
opportunities not typically associated with investing in U.S.
securities. These considerations include: fluctuations in
exchange rates of foreign currencies; possible imposition of
exchange control regulation or currency restrictions that would
prevent cash from being brought back to the United States; less
public information with respect to issuers of securities; less
governmental supervision of stock exchanges, securities brokers,
and issuers of securities; lack of uniform accounting, auditing,
and financial reporting standards; lack of uniform settlement
periods and trading practices; less liquidity and frequently
greater price volatility in foreign markets than in the United
States; possible imposition of foreign taxes; possible investment
in securities of companies in developing as well as developed
countries; and sometimes less advantageous legal, operational, and
financial protections applicable to foreign sub-custodial
arrangements.
Although a Portfolio will try to invest in companies and
governments of countries having stable political environments,
there is the possibility of expropriation or confiscatory
taxation, seizure or nationalization of foreign bank deposits or
other assets, establishment of exchange controls, the adoption of
foreign government restrictions, or other adverse political,
social or diplomatic developments that could affect investment in
these nations.
Currency Exchange Transactions. Currency exchange transactions
may be conducted either on a spot (i.e., cash) basis at the spot
rate for purchasing or selling currency prevailing in the foreign
exchange market or through forward currency exchange contracts
("forward contracts"). Forward contracts are contractual
agreements to purchase or sell a specified currency at a specified
future date (or within a specified time period) and price set at
the time of the contract. Forward contracts are usually entered
into with banks and broker-dealers, are not exchange traded, and
are usually for less than one year, but may be renewed.
A Portfolio's foreign currency exchange transactions are limited
to transaction and portfolio hedging involving either specific
transactions or portfolio positions. Transaction hedging is the
purchase or sale of forward contracts with respect to specific
receivables or payables of a Portfolio arising in connection with
the purchase and sale of its portfolio securities. Portfolio
hedging is the use of forward contracts with respect to portfolio
security positions denominated or quoted in a particular foreign
currency. Portfolio hedging allows a Portfolio to limit or reduce
its exposure in a foreign currency by entering into a forward
contract to sell such foreign currency (or another foreign
currency that acts as a proxy for that currency) at a future date
for a price payable in U.S. dollars so that the value of the
foreign-denominated portfolio securities can be approximately
<PAGE> 38
matched by a foreign-denominated liability. A Portfolio may not
engage in portfolio hedging with respect to the currency of a
particular country to an extent greater than the aggregate market
value (at the time of making such sale) of the securities held in
its portfolio denominated or quoted in that particular currency,
except that a Portfolio may hedge all or part of its foreign
currency exposure through the use of a basket of currencies or a
proxy currency where such currencies or currency act as an
effective proxy for other currencies. In such a case, a Portfolio
may enter into a forward contract where the amount of the foreign
currency to be sold exceeds the value of the securities
denominated in such currency. The use of this basket hedging
technique may be more efficient and economical than entering into
separate forward contracts for each currency held in a Portfolio.
A Portfolio may not engage in "speculative" currency exchange
transactions.
At the maturity of a forward contract to deliver a particular
currency, a Portfolio may either sell a Portfolio security related
to such contract and make delivery of the currency, or it may
retain the security and either acquire the currency on the spot
market or terminate its contractual obligation to deliver the
currency by purchasing an offsetting contract with the same
currency trader obligating it to purchase on the same maturity
date the same amount of the currency.
It is impossible to forecast with absolute precision the market
value of portfolio securities at the expiration of a forward
contract. Accordingly, it may be necessary for a Portfolio to
purchase additional currency on the spot market (and bear the
expense of such purchase) if the market value of the security is
less than the amount of currency a Portfolio is obligated to
deliver and if a decision is made to sell the security and make
delivery of the currency. Conversely, it may be necessary to sell
on the spot market some of the currency received upon the sale of
a Portfolio security if its market value exceeds the amount of
currency a Portfolio is obligated to deliver.
If a Portfolio retains the portfolio security and engages in an
offsetting transaction, the Portfolio will incur a gain or a loss
to the extent that there has been movement in forward contract
prices. If a Portfolio engages in an offsetting transaction, it
may subsequently enter into a new forward contract to sell the
currency. Should forward prices decline during the period between
a Portfolio's entering into a forward contract for the sale of a
currency and the date it enters into an offsetting contract for
the purchase of the currency, the Portfolio will realize a gain to
the extent the price of the currency it has agreed to sell exceeds
the price of the currency it has agreed to purchase. Should
forward prices increase, a Portfolio will suffer a loss to the
extent the price of the currency it has agreed to purchase exceeds
the price of the currency it has agreed to sell. A default on the
contract would deprive a Portfolio of unrealized profits or force
the Portfolio to cover its commitments for purchase or sale of
currency, if any, at the current market price.
Hedging against a decline in the value of a currency does not
eliminate fluctuations in the prices of portfolio securities or
prevent losses if the prices of such securities decline. Such
transactions also preclude the opportunity for gain if the value
of the hedged currency should rise. Moreover, it may not be
possible for a Portfolio to hedge against a devaluation that is so
generally anticipated that a Portfolio is not able to contract to
sell the currency at a price above the devaluation level it
anticipates. The cost to a Portfolio
<PAGE> 39
of engaging in currency exchange transactions varies with such
factors as the currency involved, the length of the contract
period, and prevailing market conditions. Since currency exchange
transactions are usually conducted on a principal basis, no fees
or commissions are involved.
Synthetic Foreign Money Market Positions. High Yield Portfolio
and International Portfolio may invest in money market instruments
denominated in foreign currencies. In addition to, or in lieu of,
such direct investment, International Portfolio may construct a
synthetic foreign money market position by (a) purchasing a money
market instrument denominated in one currency, generally U.S.
dollars, and (b) concurrently entering into a forward contract to
deliver a corresponding amount of that currency in exchange for a
different currency on a future date and at a specified rate of
exchange. For example, a synthetic money market position in
Japanese yen could be constructed by purchasing a U.S. dollar
money market instrument, and entering concurrently into a forward
contract to deliver a corresponding amount of U.S. dollars in
exchange for Japanese yen on a specified date and at a specified
rate of exchange. Because of the availability of a variety of
highly liquid short-term U.S. dollar money market instruments, a
synthetic money market position utilizing such U.S. dollar
instruments may offer greater liquidity than direct investment in
foreign currency money market instruments. The result of a direct
investment in a foreign currency and a concurrent construction of
a synthetic position in such foreign currency, in terms of both
income yield and gain or loss from changes in currency exchange
rates, in general should be similar, but would not be identical
because the components of the alternative investments would not be
identical. Except to the extent a synthetic foreign money market
position consists of a money market instrument denominated in a
foreign currency, the synthetic foreign money market position
shall not be deemed a "foreign security" for purposes of the
policy that, under normal conditions, International Portfolio will
invest at least 65% of its total assets in foreign securities.
High Yield Portfolio may also construct a synthetic foreign
position by entering into a swap arrangement. A swap is a
contractual agreement between two parties to exchange cash flows--
at the time of the swap agreement and again at maturity, and, with
some swaps, at various intervals through the period of the
agreement. The use of swaps to construct a synthetic foreign
position would generally entail the swap of interest rates and
currencies. A currency swap is a contractual arrangement between
two parties to exchange principal amounts in different currencies
at a predetermined foreign exchange rate. An interest rate swap
is a contractual agreement between two parties to exchange
interest payments on identical principal amounts. An interest
rate swap may be between a floating and a fixed rate instrument, a
domestic and a foreign instrument, or any other type of cash flow
exchange. A currency swap generally has the same risk
characteristics as a forward currency contract, and all types of
swaps have counter-party risk. Depending on the facts and
circumstances, swaps may be considered illiquid. Illiquid
securities usually have greater investment risk and are subject to
greater price volatility. The net amount of the excess, if any,
of High Yield Portfolio's obligations over which it is entitled to
receive with respect to an interest rate or currency swap will be
accrued daily and liquid assets (cash, U.S. Government securities,
or other "high grade" debt obligations) of High Yield Portfolio
having a value at least equal to such accrued excess will be
segregated on the books of High Yield Portfolio and held by the
Custodian for the duration of the swap. High Yield Portfolio may
also construct a
<PAGE> 40
synthetic foreign position by purchasing an instrument whose
return is tied to the return of the desired foreign position. An
investment in these "principal exchange rate linked securities"
(often called PERLS) can produce a return similar to a direct
investment in a foreign security.
Options on Securities and Indexes. High Yield Portfolio and each
Equity Portfolio may purchase and sell put options and call
options on securities, indexes or foreign currencies in
standardized contracts traded on recognized securities exchanges,
boards of trade, or similar entities, or quoted on Nasdaq. A
Portfolio may purchase agreements, sometimes called cash puts,
that may accompany the purchase of a new issue of bonds from a
dealer.
An option on a security (or index) is a contract that gives the
purchaser (holder) of the option, in return for a premium, the
right to buy from (call) or sell to (put) the seller (writer) of
the option the security underlying the option (or the cash value
of the index) at a specified exercise price at any time during the
term of the option (normally not exceeding nine months). The
writer of an option on an individual security or on a foreign
currency has the obligation upon exercise of the option to deliver
the underlying security or foreign currency upon payment of the
exercise price or to pay the exercise price upon delivery of the
underlying security or foreign currency. Upon exercise, the
writer of an option on an index is obligated to pay the difference
between the cash value of the index and the exercise price
multiplied by the specified multiplier for the index option. (An
index is designed to reflect specified facets of a particular
financial or securities market, a specific group of financial
instruments or securities, or certain economic indicators.)
A Portfolio will write call options and put options only if they
are "covered." For example, in the case of a call option on a
security, the option is "covered" if a Portfolio owns the security
underlying the call or has an absolute and immediate right to
acquire that security without additional cash consideration (or,
if additional cash consideration is required, cash or cash
equivalents in such amount are held in a segregated account by its
custodian) upon conversion or exchange of other securities held in
its portfolio.
If an option written by a Portfolio expires, the Portfolio
realizes a capital gain equal to the premium received at the time
the option was written. If an option purchased by a Portfolio
expires, the Portfolio realizes a capital loss equal to the
premium paid.
Prior to the earlier of exercise or expiration, an option may be
closed out by an offsetting purchase or sale of an option of the
same series (type, exchange, underlying security or index,
exercise price, and expiration). There can be no assurance,
however, that a closing purchase or sale transaction can be
effected when a Portfolio desires.
A Portfolio will realize a capital gain from a closing purchase
transaction if the cost of the closing option is less than the
premium received from writing the option, or, if it is more, the
Portfolio will realize a capital loss. If the premium received
from a closing sale transaction is more than the premium paid to
purchase the option, the Portfolio will realize a capital gain or,
if it is less, the Portfolio will realize a capital loss. The
principal factors affecting the market value of a put or a call
option include supply and demand, interest rates, the current
market price of the underlying security or index in relation to
<PAGE> 41
the exercise price of the option, the volatility of the underlying
security or index, and the time remaining until the expiration
date.
A put or call option purchased by a Portfolio is an asset of the
Portfolio, valued initially at the premium paid for the option.
The premium received for an option written by a Portfolio is
recorded as a deferred credit. The value of an option purchased
or written is marked-to-market daily and is valued at the closing
price on the exchange on which it is traded or, if not traded on
an exchange or no closing price is available, at the mean between
the last bid and asked prices.
Risks Associated with Options. There are several risks associated
with transactions in options. For example, there are significant
differences between the securities markets, the currency markets,
and the options markets that could result in an imperfect
correlation between these markets, causing a given transaction not
to achieve its objectives. A decision as to whether, when and how
to use options involves the exercise of skill and judgment, and
even a well-conceived transaction may be unsuccessful to some
degree because of market behavior or unexpected events.
There can be no assurance that a liquid market will exist when a
Portfolio seeks to close out an option position. If a Portfolio
were unable to close out an option that it had purchased on a
security, it would have to exercise the option in order to realize
any profit or the option would expire and become worthless. If a
Portfolio were unable to close out a covered call option that it
had written on a security, it would not be able to sell the
underlying security until the option expired. As the writer of a
covered call option on a security, a Portfolio foregoes, during
the option's life, the opportunity to profit from increases in the
market value of the security covering the call option above the
sum of the premium and the exercise price of the call.
If trading were suspended in an option purchased or written by a
Portfolio, the Portfolio would not be able to close out the
option. If restrictions on exercise were imposed, the Portfolio
might be unable to exercise an option it has purchased.
Futures Contracts and Options on Futures Contracts. High Yield
Portfolio and each Equity Portfolio may use interest rate futures
contracts, index futures contracts, and foreign currency futures
contracts. An interest rate, index or foreign currency futures
contract provides for the future sale by one party and purchase by
another party of a specified quantity of a financial instrument or
the cash value of an index /6/ at a specified price and time. A
public market exists in futures contracts covering a number of
indexes (including, but not limited to: the Standard & Poor's 500
Index; the Value Line Composite Index; and the New York Stock
Exchange Composite Index) as well as financial instruments
(including, but not limited to: U.S. Treasury bonds; U.S. Treasury
notes; Eurodollar certificates of deposit; and foreign
currencies). Other index and financial
- --------
/6/ A futures contract on an index is an agreement pursuant to
which two parties agree to take or make delivery of an amount of
cash equal to the difference between the value of the index at the
close of the last trading day of the contract and the price at
which the index contract was originally written. Although the
value of a securities index is a function of the value of certain
specified securities no physical delivery of those securities is
made.
- --------
<PAGE> 42
instrument futures contracts are available and it is expected that
additional futures contracts will be developed and traded.
A Portfolio may purchase and write call and put futures options.
Futures options possess many of the same characteristics as
options on securities, indexes and foreign currencies (discussed
above). A futures option gives the holder the right, in return
for the premium paid, to assume a long position (call) or short
position (put) in a futures contract at a specified exercise price
at any time during the period of the option. Upon exercise of a
call option, the holder acquires a long position in the futures
contract and the writer is assigned the opposite short position.
In the case of a put option, the opposite is true. A Portfolio
might, for example, use futures contracts to hedge against or gain
exposure to fluctuations in the general level of stock prices,
anticipated changes in interest rates or currency fluctuations
that might adversely affect either the value of a Portfolio's
securities or the price of the securities that the Portfolio
intends to purchase. Although other techniques could be used to
reduce or increase a Portfolio's exposure to stock price, interest
rate, and currency fluctuations, the Portfolio may be able to
achieve its exposure more effectively and perhaps at a lower cost
by using futures contracts and futures options.
A Portfolio will only enter into futures contracts and futures
options that are standardized and traded on an exchange, board of
trade, or similar entity, or quoted on an automated quotation
system.
The success of any futures transaction depends on the Adviser
correctly predicting changes in the level and direction of stock
prices, interest rates, currency exchange rates and other factors.
Should those predictions be incorrect, a Portfolio's return might
have been better had the transaction not been attempted; however,
in the absence of the ability to use futures contracts, the
Adviser might have taken portfolio actions in anticipation of the
same market movements with similar investment results but,
presumably, at greater transaction costs.
When a purchase or sale of a futures contract is made by a
Portfolio, the Portfolio is required to deposit with its custodian
(or broker, if legally permitted) a specified amount of cash or
U.S. Government securities or other securities acceptable to the
broker ("initial margin"). The margin required for a futures
contract is set by the exchange on which the contract is traded
and may be modified during the term of the contract. The initial
margin is in the nature of a performance bond or good faith
deposit on the futures contract, which is returned to a Portfolio
upon termination of the contract, assuming all contractual
obligations have been satisfied. A Portfolio expects to earn
interest income on its initial margin deposits. A futures
contract held by a Portfolio is valued daily at the official
settlement price of the exchange on which it is traded. Each day
a Portfolio pays or receives cash, called "variation margin,"
equal to the daily change in value of the futures contract. This
process is known as "marking-to-market." Variation margin paid or
received by a Portfolio does not represent a borrowing or loan by
the Portfolio but is instead settlement between the Portfolio and
the broker of the amount one would owe the other if the futures
contract had expired at the close of the previous day. In
computing daily net asset value, a Portfolio will mark-to-market
its open futures positions.
<PAGE> 43
A Portfolio is also required to deposit and maintain margin with
respect to put and call options on futures contracts written by
it. Such margin deposits will vary depending on the nature of the
underlying futures contract (and the related initial margin
requirements), the current market value of the option, and other
futures positions held by a Portfolio.
Although some futures contracts call for making or taking delivery
of the underlying securities, usually these obligations are closed
out prior to delivery by offsetting purchases or sales of matching
futures contracts (same exchange, underlying security or index,
and delivery month). If an offsetting purchase price is less than
the original sale price, a Portfolio realizes a capital gain, or
if it is more, the Portfolio realizes a capital loss. Conversely,
if an offsetting sale price is more than the original purchase
price, a Portfolio realizes a capital gain, or if it is less, the
Portfolio realizes a capital loss. The transaction costs must
also be included in these calculations.
Risks Associated with Futures. There are several risks associated
with the use of futures contracts and futures options. A purchase
or sale of a futures contract may result in losses in excess of
the amount invested in the futures contract. In trying to
increase or reduce market exposure, there can be no guarantee that
there will be a correlation between price movements in the futures
contract and in a Portfolio exposure sought. In addition, there
are significant differences between the securities and futures
markets that could result in an imperfect correlation between the
markets, causing a given transaction not to achieve its
objectives. The degree of imperfection of correlation depends on
circumstances such as: variations in speculative market demand for
futures, futures options and the related securities, including
technical influences in futures and futures options trading and
differences between the securities market and the securities
underlying the standard contracts available for trading. For
example, in the case of index futures contracts, the composition
of the index, including the issuers and the weighting of each
issue, may differ from the composition of a Portfolio's portfolio,
and, in the case of interest rate futures contracts, the interest
rate levels, maturities, and creditworthiness of the issues
underlying the futures contract may differ from the financial
instruments held in the Portfolio's portfolio. A decision as to
whether, when and how to use futures contracts involves the
exercise of skill and judgment, and even a well-conceived
transaction may be unsuccessful to some degree because of market
behavior or unexpected stock price or interest rate trends.
Futures exchanges may limit the amount of fluctuation permitted in
certain futures contract prices during a single trading day. The
daily limit establishes the maximum amount that the price of a
futures contract may vary either up or down from the previous
day's settlement price at the end of the current trading session.
Once the daily limit has been reached in a futures contract
subject to the limit, no more trades may be made on that day at a
price beyond that limit. The daily limit governs only price
movements during a particular trading day and therefore does not
limit potential losses because the limit may work to prevent the
liquidation of unfavorable positions. For example, futures prices
have occasionally moved to the daily limit for several consecutive
trading days with little or no trading, thereby preventing prompt
liquidation of positions and subjecting some holders of futures
contracts to substantial losses. Stock index futures contracts
are not normally subject to such daily price change limitations.
<PAGE> 44
There can be no assurance that a liquid market will exist at a
time when a Portfolio seeks to close out a futures or futures
option position. A Portfolio would be exposed to possible loss on
the position during the interval of inability to close, and would
continue to be required to meet margin requirements until the
position is closed. In addition, many of the contracts discussed
above are relatively new instruments without a significant trading
history. As a result, there can be no assurance that an active
secondary market will develop or continue to exist.
Limitations on Options and Futures. If other options, futures
contracts, or futures options of types other than those described
herein are traded in the future, High Yield Portfolio and each
Equity Portfolio may also use those investment vehicles, provided
the Board of Trustees determines that their use is consistent with
the Portfolio's investment objective.
A Portfolio will not enter into a futures contract or purchase an
option thereon if, immediately thereafter, the initial margin
deposits for futures contracts held by the Portfolio plus premiums
paid by it for open futures option positions, less the amount by
which any such positions are "in-the-money," /7/ would exceed 5%
of a Portfolio's total assets.
When purchasing a futures contract or writing a put option on a
futures contract, a Portfolio must maintain with its custodian (or
broker, if legally permitted) cash or cash equivalents (including
any margin) equal to the market value of such contract. When
writing a call option on a futures contract, a Portfolio similarly
will maintain with its custodian cash or cash equivalents
(including any margin) equal to the amount by which such option is
in-the-money until the option expires or is closed out by the
Portfolio.
A Portfolio may not maintain open short positions in futures
contracts, call options written on futures contracts or call
options written on indexes if, in the aggregate, the market value
of all such open positions exceeds the current value of the
securities in its portfolio, plus or minus unrealized gains and
losses on the open positions, adjusted for the historical relative
volatility of the relationship between a Portfolio and the
positions. For this purpose, to the extent a Portfolio has
written call options on specific securities in its portfolio, the
value of those securities will be deducted from the current market
value of the securities portfolio.
In order to comply with Commodity Futures Trading Commission
Regulation 4.5 and thereby avoid being deemed a "commodity pool
operator," a Portfolio will use commodity futures or commodity
options contracts solely for bona fide hedging purposes within the
meaning and intent of Regulation 1.3(z), or, with respect to
positions in commodity futures and commodity options contracts
that do not come within the meaning and intent of 1.3(z), the
aggregate initial margin and premiums required to establish such
positions will not exceed 5% of the fair market value of the
assets of a Portfolio, after taking into account unrealized
profits and unrealized losses on any such
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/7/ A call option is "in-the-money" if the value of the futures
contract that is the subject of the option exceeds the exercise
price. A put option is "in-the-money" if the exercise price
exceeds the value of the futures contract that is the subject of
the option.
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<PAGE> 45
contracts it has entered into [in the case of an option that is
in-the-money at the time of purchase, the in-the-money amount (as
defined in Section 190.01(x) of the Commission Regulations) may be
excluded in computing such 5%].
Taxation of Options and Futures. If a Portfolio exercises a call
or put option that it holds, the premium paid for the option is
added to the cost basis of the security purchased (call) or
deducted from the proceeds of the security sold (put). For cash
settlement options and futures options exercised by a Portfolio,
the difference between the cash received at exercise and the
premium paid is a capital gain or loss.
If a call or put option written by a Portfolio is exercised, the
premium is included in the proceeds of the sale of the underlying
security (call) or reduces the cost basis of the security
purchased (put). For cash settlement options and futures options
written by a Portfolio, the difference between the cash paid at
exercise and the premium received is a capital gain or loss.
Entry into a closing purchase transaction will result in capital
gain or loss. If an option written by a Portfolio was in-the-
money at the time it was written and the security covering the
option was held for more than the long-term holding period prior
to the writing of the option, any loss realized as a result of a
closing purchase transaction will be long-term. The holding
period of the securities covering an in-the-money option will not
include the period of time the option is outstanding.
If a Portfolio writes an equity call option /8/ other than a
"qualified covered call option," as defined in the Code, any loss
on such option transaction, to the extent it does not exceed the
unrealized gains on the securities covering the option, may be
subject to deferral until the securities covering the option have
been sold.
A futures contract held until delivery results in capital gain or
loss equal to the difference between the price at which the
futures contract was entered into and the settlement price on the
earlier of delivery notice date or expiration date. If a
Portfolio delivers securities under a futures contract, the
Portfolio also realizes a capital gain or loss on those
securities.
For federal income tax purposes, a Portfolio generally is required
to recognize as income for each taxable year its net unrealized
gains and losses as of the end of the year on futures, futures
options and non-equity options positions ("year-end mark-to-
market"). Generally, any gain or loss recognized with respect to
such positions (either by year-end mark-to-market or by actual
closing of the positions) is considered to be 60% long-term and
40% short-term, without regard to the holding periods of the
contracts. However, in the case of positions classified as part
of a "mixed straddle," the recognition of losses on certain
positions (including options, futures and futures options
positions, the related securities and certain successor positions
thereto) may be deferred to a later
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/8/ An equity option is defined to mean any option to buy or sell
stock, and any other option the value of which is determined by
reference to an index of stocks of the type that is ineligible to
be traded on a commodity futures exchange (e.g., an option
contract on a sub-index based on the price of nine hotel-casino
stocks). The definition of equity option excludes options on
broad-based stock indexes (such as the Standard & Poor's 500
index).
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<PAGE> 46
taxable year. Sale of futures contracts or writing of call
options (or futures call options) or buying put options (or
futures put options) that are intended to hedge against a change
in the value of securities held by a Portfolio: (1) will affect
the holding period of the hedged securities; and (2) may cause
unrealized gain or loss on such securities to be recognized upon
entry into the hedge.
If a Portfolio were to enter into a short index future, short
index futures option or short index option position and a
Portfolio's portfolio were deemed to "mimic" the performance of
the index underlying such contract, the option or futures contract
position and the Portfolio's stock positions would be deemed to be
positions in a mixed straddle, subject to the above-mentioned loss
deferral rules.
In order for a Portfolio to continue to qualify for federal income
tax treatment as a regulated investment company, at least 90% of
its gross income for a taxable year must be derived from
qualifying income; i.e., dividends, interest, income derived from
loans of securities, and gains from the sale of securities or
foreign currencies, or other income (including but not limited to
gains from options, futures, or forward contracts). In addition,
gains realized on the sale or other disposition of securities held
for less than three months must be limited to less than 30% of its
annual gross income. Any net gain realized from futures (or
futures options) contracts will be considered gain from the sale
of securities and therefore be qualifying income for purposes of
the 90% requirement. In order to avoid realizing excessive gains
on securities held less than three months, a Portfolio may be
required to defer the closing out of certain positions beyond the
time when it would otherwise be advantageous to do so.
Each Portfolio distributes to investors annually any net capital
gains that have been recognized for federal income tax purposes
(including year-end mark-to-market gains) on options and futures
transactions. Such distributions are combined with distributions
of capital gains realized on other investments, and investors are
advised of the nature of the payments.
INVESTMENT RISKS--MUNICIPAL MONEY PORTFOLIO
The federal bankruptcy statutes relating to the debts of political
subdivisions and authorities of states of the United States
provide that, in certain circumstances, such subdivisions or
authorities may be authorized to initiate bankruptcy proceedings
without prior notice to or consent of creditors, which proceedings
could result in material and adverse changes in the rights of
holders of their obligations.
Lawsuits challenging the validity under state constitutions of
present systems of financing public education have been initiated
or adjudicated in a number of states, and legislation has been
introduced to effect changes in public school financing in some
states. In other instances there have been lawsuits challenging
the issuance of pollution control revenue bonds or the validity of
their issuance under state or federal law which could ultimately
affect the validity of those Municipal Securities or the tax-free
nature of the interest thereon. In addition, from time to time
proposals have been introduced in Congress to restrict or
eliminate the federal income tax exemption for interest on
Municipal Securities, and similar proposals may be introduced in
the future. Some of the past proposals would have applied to
interest on Municipal Securities issued before the date of
enactment, which would have adversely affected their value to a
material degree. If
<PAGE> 47
such proposals are enacted, the availability of Municipal
Securities for investment by Municipal Money Portfolio and the
value of its portfolio would be affected and, in such an event,
the Portfolio would reevaluate its investment objectives and
policies.
Because Municipal Money Portfolio may invest in industrial
development bonds, its shares may not be an appropriate investment
for "substantial users" of facilities financed by industrial
development bonds or for "related persons of substantial users."
In addition, Municipal Money Portfolio may invest in Municipal
Securities issued after the effective date of the Tax Reform Act
of 1986 (the "1986 Act"), which may be subject to retroactive
taxation if they fail to continue to comply after issuance with
certain requirements imposed by the 1986 Act.
Although the banks and securities dealers from which Municipal
Money Portfolio may acquire repurchase agreements and standby
commitments, and the entities from which it may purchase
participation interests in Municipal Securities, will be those
that the Adviser believes to be financially sound, there can be no
assurance that they will be able to honor their obligations to the
Portfolio.
INVESTMENT RESTRICTIONS
Fundamental policies may be changed only with the approval of a
"majority of its outstanding voting securities" as defined in the
Investment Company Act of 1940. Nonfundamental investment
restrictions, which may be required by various laws and
administrative positions, may be changed by the Board of Trustees
without a vote of shareholders.
The following investment restrictions (other than material within
brackets) are fundamental policies of Municipal Money Portfolio.
Municipal Money Portfolio may not:
(1) invest in a security if, with respect to 75% of its assets, as
a result of such investment, more than 5% of its total assets
(taken at market value at the time of investment) would be
invested in the securities of any one issuer (for this
purpose, the issuer(s) of a security being deemed to be only
the entity or entities whose assets or revenues are subject to
the principal and interest obligations of the security), other
than obligations issued or guaranteed by the U.S. Government
or by its agencies or instrumentalities or repurchase
agreements for such securities [however, in the case of a
guarantor of securities (including an issuer of a letter of
credit), the value of the guarantee (or letter of credit) may
be excluded from this computation if the aggregate value of
securities owned by the Portfolio and guaranteed by such
guarantor (plus any other investments of the Portfolio in
securities issued by the guarantor) does not exceed 10% of the
Portfolio's total assets];/9/ /10/
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/9/ In the case of a security that is insured as to payment of
principal and interest, the related insurance policy is not deemed
a security, nor is it subject to this investment restriction.
/10/ Notwithstanding the foregoing, and in accordance with Rule
2a-7 of the Investment Company Act of 1940 (the "Rule"), Municipal
Money Portfolio will not, immediately after the acquisition of any
security (other than a Government Security or certain other
securities as permitted under the Rule), invest more than 5% of
its total assets in the securities of any one issuer; provided,
however, that it may invest up to 25% of its total assets in First
Tier Securities (as that term is defined in the Rule) of a single
issuer for a period of up to three business days after the
purchase thereof.
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<PAGE> 48
(2) purchase any securities on margin, except for use of short-
term credit necessary for clearance of purchases and sales of
portfolio securities (this restriction does not apply to
securities purchased on a when-issued or delayed-delivery
basis or to reverse repurchase agreements);
(3) make loans, although it may (a) participate in an interfund
lending program with other Stein Roe Funds and Portfolios
provided that no such loan may be made if, as a result, the
aggregate of such loans would exceed 33 1/3% of the value of
its total assets; (b) purchase money market instruments and
enter into repurchase agreements; and (c) acquire publicly
distributed or privately placed debt securities;
(4) borrow except that it may (a) borrow for nonleveraging,
temporary or emergency purposes and (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 persons to the extent
permitted by applicable law;
(5) mortgage, pledge, hypothecate or in any manner transfer, as
security for indebtedness, any securities owned or held by the
Portfolio except as may be necessary in connection with
borrowings mentioned in (4) above;
(6) invest more than 25% of its total assets (taken at market
value at the time of each investment) in securities of non-
governmental issuers whose principal business activities are
in the same industry;
(7) purchase portfolio securities for the Portfolio from, or sell
portfolio securities to, any of the officers, directors, or
trustees of the Trust or of its investment adviser;
(8) purchase or sell commodities or commodities contracts or oil,
gas, or mineral programs;
(9) purchase any securities other than those described in Part A
under Objectives and Basic Investment Strategy and Other
Investment Practices;
(10) issue any senior security except to the extent permitted
under the Investment Company Act of 1940;
Following are the nonfundamental investment restrictions of
Municipal Money Portfolio. Municipal Money Portfolio may not:
(a) own more than 10% of the outstanding voting securities of an
issuer;
(b) invest in companies for the purpose of exercising control or
management;
(c) make investments in the securities of other investment
companies, except in connection with a merger, consolidation,
or reorganization;
(d) purchase or sell real estate (other than Municipal Securities
or money market securities secured by real estate or interests
therein or such securities issued by companies which invest in
real estate or interests therein);
(e) act as an underwriter of securities, except that it may
participate as part of a group in bidding, or bid alone, for
the purchase of Municipal Securities directly from an issuer
for the its own portfolio;
(f) sell securities short unless (1) the Portfolio owns or has the
right to obtain securities equivalent in kind and amount to
those sold short at no added cost or (2) the securities sold
are "when issued" or "when distributed" securities which the
Portfolio expects to receive in a recapitalization,
reorganization, or other exchange for securities the Portfolio
contemporaneously owns or has the right to obtain and
<PAGE> 49
provided that it may purchase standby commitments and
securities subject to a demand feature entitling the Portfolio
to require sellers of securities to the Portfolio to
repurchase them upon demand by the Portfolio;
(g) invest more than 10% of its net assets (taken at market value
at the time of a particular investment) in illiquid
securities, including repurchase agreements maturing in more
than seven days.
(h) purchase shares of other open-end investment companies, except
in connection with a merger, consolidation, acquisition, or
reorganization; or
(i) invest more than 5% of its net assets (valued at time of
investment) in warrants, nor more than 2% of its net assets in
warrants that are not listed on the New York or American stock
exchange.
Following are the fundamental investment restrictions of High
Yield Portfolio. High Yield Portfolio may not:
(1) invest in a security if, as a result of such investment, more
than 25% of its total assets (taken at market value at the
time of such investment) would be invested in the securities
of issuers in any particular industry, except that this
restriction does not apply to U.S. Government Securities;
(2) invest in a security if, with respect to 75% of its assets, as
a result of such investment, more than 5% of its total assets
(taken at market value at the time of such investment) would
be invested in the securities of any one issuer, except that
this restriction does not apply to U.S. Government Securities
or repurchase agreements for such securities;
(3) invest in a security if, as a result of such investment, it
would hold more than 10% (taken at the time of such
investment) of the outstanding voting securities of any one
issuer;
(4) purchase or sell real estate (although it may purchase
securities secured by real estate or interests therein, or
securities issued by companies which invest in real estate, or
interests therein);
(5) purchase or sell commodities or commodities contracts or oil,
gas or mineral programs, except that it may enter into (a)
futures and options on futures and (b) forward contracts;
(6) purchase securities on margin, except for use of short-term
credit necessary for clearance of purchases and sales of
portfolio securities, but it may make margin deposits in
connection with transactions in options, futures, and options
on futures;
(7) make loans, although it may (a) lend portfolio securities and
participate in an interfund lending program with other Stein
Roe Funds and Portfolios provided that no such loan may be
made if, as a result, the aggregate of such loans would exceed
33 1/3% of the value of its total assets (taken at market
value at the time of such loans); (b) purchase money market
instruments and enter into repurchase agreements; and (c)
acquire publicly distributed or privately placed debt
securities;
(8) 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
<PAGE> 50
and options transactions; it may borrow from banks, other
Stein Roe Funds and Portfolios, and other persons to the
extent permitted by applicable law;
(9) act as an underwriter of securities, except insofar as it may
be deemed to be an "underwriter" for purposes of the
Securities Act of 1933 on disposition of securities acquired
subject to legal or contractual restrictions on resale;
(10) issue any senior security except to the extent permitted
under the Investment Company Act of 1940.
Following are the nonfundamental investment restrictions of High
Yield Portfolio. High Yield Portfolio may not:
(a) invest for the purpose of exercising control or management;
(b) purchase more than 3% of the stock of another investment
company or purchase stock of other investment companies equal
to more than 5% of its total assets (valued at time of
purchase) in the case of any one other investment company and
10% of such assets (valued at time of purchase) in the case of
all other investment companies in the aggregate; any such
purchases are to be made in the open market where no profit to
a sponsor or dealer results from the purchase, other than the
customary broker's commission, except for securities acquired
as part of a merger, consolidation or acquisition of
assets;/11/
(c) purchase portfolio securities from, or sell portfolio
securities to, any of the officers and directors or trustees
of the Trust or of its investment adviser;
(d) purchase shares of other open-end investment companies, except
in connection with a merger, consolidation, acquisition, or
reorganization;
(e) invest more than 5% of its net assets (valued at time of
investment) in warrants, nor more than 2% of its net assets in
warrants which are not listed on the New York or American
Stock Exchange;
(f) purchase a put or call option if the aggregate premiums paid
for all put and call options exceed 20% of its net assets
(less the amount by which any such positions are in-the-
money), excluding put and call options purchased as closing
transactions;
(g) write an option on a security unless the option is issued by
the Options Clearing Corporation, an exchange, or similar
entity;
(h) buy or sell an option on a security, a futures contract, or an
option on a futures contract unless the option, the futures
contract, or the option on the futures contract is offered
through the facilities of a national securities association or
listed on a national exchange or similar entity;
(i) invest in limited partnerships in real estate unless they are
readily marketable;
(j) sell securities short unless (1) it owns or has the right to
obtain securities equivalent in kind and amount to those sold
short at no added cost or (2) the securities sold are "when
issued" or "when distributed" securities which it expects to
receive in a recapitalization, reorganization, or other
exchange for securities it
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/11/ Stein Roe Funds have been informed that the staff of the
Securities and Exchange Commission takes the position that the
issuers of certain CMOs and certain other collateralized assets
are investment companies and that subsidiaries of foreign banks
may be investment companies for purposes of Section 12(d)(1) of
the Investment Company Act of 1940, which limits the ability of
one investment company to invest in another investment company.
Accordingly, High Yield Portfolio intends to operate within the
applicable limitations under Section 12(d)(1)(A) of that Act.
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<PAGE> 51
contemporaneously owns or has the right to obtain and provided
that transactions in options, futures, and options on futures
are not treated as short sales;
(k) invest more than 15% of its total assets (taken at market
value at the time of a particular investment) in restricted
securities, other than securities eligible for resale pursuant
to Rule 144A under the Securities Act of 1933;
(l) invest more than 10% of its net assets (taken at market value
at the time of a particular investment) in illiquid securities
/12/, including repurchase agreements maturing in more than
seven days.
Following are the fundamental investment restrictions of each
Equity Portfolio (except that (1) and (2) are nonfundamental
restrictions for Special Portfolio). An Equity Portfolio may not:
(1) with respect to 75% of its total assets, invest more than 5%
of its total assets, taken at market value at the time of a
particular purchase, in the securities of a single issuer,
except for securities issued or guaranteed by the U.S.
Government or any of its agencies or instrumentalities or
repurchase agreements for such securities;
(2) acquire more than 10%, taken at the time of a particular
purchase, of the outstanding voting securities of any one
issuer;
(3) act as an underwriter of securities, except insofar as it may
be deemed an underwriter for purposes of the Securities Act of
1933 on disposition of securities acquired subject to legal or
contractual restrictions on resale;
(4) purchase or sell real estate (although it may purchase
securities secured by real estate or interests therein, or
securities issued by companies which invest in real estate or
interests therein), commodities, or commodity contracts,
except that it may enter into (a) futures and options on
futures and (b) forward contracts;
(5) make loans, although it may (a) lend portfolio securities and
participate in an interfund lending program with other Stein
Roe Funds and Portfolios provided that no such loan may be
made if, as a result, the aggregate of such loans would exceed
33 1/3% of the value of its total assets (taken at market
value at the time of such loans); (b) purchase money market
instruments and enter into repurchase agreements; and (c)
acquire publicly distributed or privately placed debt
securities;
(6) 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 persons to the extent permitted by
applicable law;
(7) invest in a security if more than 25% of its total assets
(taken at market value at the time of a particular purchase)
would be invested in the securities of issuers in any
particular industry, /13/ except that this restriction does
not apply to securities issued or guaranteed by the U.S.
Government or its agencies or instrumentalities; or
- --------
/12/ In the judgment of the Adviser, Private Placement Notes,
which are issued pursuant to Section 4(2) of the Securities Act of
1933, generally are readily marketable even though they are
subject to certain legal restrictions on resale. As such, they
are not treated as being subject to the limitation on illiquid
securities.
/13/ For purposes of this investment restriction, International
Portfolio uses industry classifications contained in Morgan
Stanley Capital International Perspective, which is published by
Morgan Stanley, an international investment banking and brokerage
firm.
- --------
<PAGE> 52
(8) issue any senior security except to the extent permitted under
the Investment Company Act of 1940.
Following are the nonfundamental investment objectives of each
Equity Portfolio. An Equity Portfolio may not:
(a) invest in any of the following: (1) interests in oil, gas, or
other mineral leases or exploration or development programs
(except readily marketable securities, including but not
limited to master limited partnership interests, that may
represent indirect interests in oil, gas, or other mineral
exploration or development programs); (2) puts, calls,
straddles, spreads, or any combination thereof (except that it
may enter into transactions in options, futures, and options
on futures); (3) shares of other open-end investment
companies, except in connection with a merger, consolidation,
acquisition, or reorganization; and (4) limited partnerships
in real estate unless they are readily marketable;
(b) invest in companies for the purpose of exercising control or
management;
(c) purchase more than 3% of the stock of another investment
company or purchase stock of other investment companies equal
to more than 5% of its total assets (valued at time of
purchase) in the case of any one other investment company and
10% of such assets (valued at time of purchase) in the case of
all other investment companies in the aggregate; any such
purchases are to be made in the open market where no profit to
a sponsor or dealer results from the purchase, other than the
customary broker's commission, except for securities acquired
as part of a merger, consolidation or acquisition of assets;
(d) purchase or hold securities of an issuer if 5% of the
securities of such issuer are owned by those officers,
trustees, or directors of the Trust or of its investment
adviser, who each own beneficially more than 1/2 of 1% of the
securities of that issuer;
(e) mortgage, pledge, or hypothecate its assets, except as may be
necessary in connection with permitted borrowings or in
connection with options, futures, and options on futures;
(f) invest more than 5% of its net assets (valued at time of
purchase) in warrants, nor more than 2% of its net assets in
warrants that are not listed on the New York or American Stock
Exchange or [International Portfolio only] a recognized
foreign exchange;
(g) write an option on a security unless the option is issued by
the Options Clearing Corporation, an exchange, or similar
entity;
(h) [all except International Portfolio] invest more than 25% of
its total assets (valued at time of purchase) in securities of
foreign issuers (other than securities represented by American
Depositary Receipts (ADRs) or securities guaranteed by a U.S.
person);
(i) buy or sell an option on a security, a futures contract, or an
option on a futures contract unless the option, the futures
contract, or the option on the futures contract is offered
through the facilities of a recognized securities association
or listed on a recognized exchange or similar entity;
(j) purchase a put or call option if the aggregate premiums paid
for all put and call options exceed 20% of its net assets
(less the amount by which any such positions are in-the-
money), excluding put and call options purchased as closing
transactions;
<PAGE> 53
(k) purchase securities on margin (except for use of short-term
credits as are necessary for the clearance of transactions),
or sell securities short unless (1) it owns or has the right
to obtain securities equivalent in kind and amount to those
sold short at no added cost or (2) the securities sold are
"when issued" or "when distributed" securities which it
expects to receive in a recapitalization, reorganization, or
other exchange for securities it contemporaneously owns or has
the right to obtain and provided that transactions in options,
futures, and options on futures are not treated as short sales;
(l) invest more than 5% of its total assets (taken at market value
at the time of a particular investment) in securities of
issuers (other than issuers of federal agency obligations or
securities issued or guaranteed by any foreign country or
asset-backed securities) that, together with any predecessors
or unconditional guarantors, have been in continuous operation
for less than three years ("unseasoned issuers");
(m) [all except International Portfolio] invest more than 5% of
its total assets (taken at market value at the time of a
particular investment) in restricted securities, other than
securities eligible for resale pursuant to Rule 144A under the
Securities Act of 1933; [International Portfolio only] invest
more than 10% of its total assets (taken at market value at
the time of a particular investment) in restricted securities,
other than securities eligible for resale pursuant to Rule
144A under the Securities Act of 1933;
(n) invest more than 15% of its total assets (taken at market
value at the time of a particular investment) in restricted
securities and securities of unseasoned issuers;
(o) invest more than 5% of its net assets (taken at market value
at the time of a particular investment) in illiquid
securities, including repurchase agreements maturing in more
than seven days.
Notwithstanding the foregoing investment restrictions,
International Portfolio may purchase securities pursuant to the
exercise of subscription rights, subject to the condition that
such purchase will not result in International Portfolio's ceasing
to be a diversified investment company. Far Eastern and European
corporations frequently issue additional capital stock by means of
subscription rights offerings to existing shareholders at a price
substantially below the market price of the shares. The failure
to exercise such rights would result in International Portfolio's
interest in the issuing company being diluted. The market for
such rights is not well developed in all cases and, accordingly,
International Portfolio may not always realize full value on the
sale of rights. The exception applies in cases where the limits
set forth in the investment restrictions would otherwise be
exceeded by exercising rights or would have already been exceeded
as a result of fluctuations in the market value of International
Portfolio's portfolio securities with the result that
International Portfolio would be forced either to sell securities
at a time when it might not otherwise have done so, to forego
exercising the rights.
ITEM 14. MANAGEMENT OF BASE TRUST.
The officers and trustees of Base Trust are listed below.
<PAGE> 54
<TABLE>
<CAPTION>
POSITION(S) HELD PRINCIPAL OCCUPATION(S)
NAME AGE WITH THE TRUST DURING PAST FIVE YEARS
<S> <C> <C> <C>
Gary A. Anetsberger 41 Senior Vice-President Chief Financial Officer of the Mutual Funds
division of Stein Roe & Farnham Incorporated (the
"Adviser"); senior vice president of the Adviser
since April, 1996; vice president of the Adviser
prior thereto
Timothy K. Armour 48 President; Trustee President of the Mutual Fund division of the Adviser
(1) (2) and director of the Adviser since June, 1992; senior
vice president and director of marketing of Citibank
Illinois prior thereto
Jilaine Hummel Bauer 41 Executive Vice-President; General counsel and secretary of the Adviser since
Secretary November, 1995; senior vice president of the Adviser
since April, 1992; vice president of the Adviser
prior thereto
Kenneth L. Block (3) 76 Trustee Chairman Emeritus of A. T. Kearney, Inc.
(international management consultants)
William W. Boyd (3) 70 Trustee Chairman and Director of Sterling Plumbing Group,
Inc. (manufacturer of plumbing products) since 1992;
chairman, president, and chief executive officer of
Sterling Plumbing Group, Inc. prior thereto
Thomas W. Butch 40 Executive Vice-President Senior vice president of the Adviser since September,
1994; first vice president, corporate communications,
of Mellon Bank Corporation prior thereto
Lindsay Cook (1) 45 Trustee Senior Vice President of Liberty Financial Companies,
Inc. (the indirect parent of the Adviser)
Douglas A. Hacker(3) 41 Trustee Senior vice president and chief financial officer,
United Airlines, since July, 1994; senior vice
president--Finance, United Airlines, February, 1993
to July, 1994; vice president, American Airlines
prior thereto
Janet Langford Kelly 39 Trustee Senior vice president, secretary and general counsel,
(3) Sara Lee Corporation (branded, packaged, consumer-
products manufacturer), since 1995; partner, Sidley &
Austin (law firm), 1991 through 1994
Francis W. Morley 76 Trustee Chairman of Employer Plan Administrators and
(2)(3) Consultants Co. (designer, administrator, and
communicator of employee benefit plans)
Charles R. Nelson(3) 54 Trustee Van Voorhis Professor of Political Economy of the
University of Washington
Nicolette D. Parrish 47 Vice-President; Assistant Senior Compliance Administrator for the Adviser since
Secretary November, 1995; senior legal assistant for the
Adviser prior thereto
Cynthia A. Prah 34 Vice-President Manager of Shareholder Transaction Processing for the
Adviser
Sharon R. Robertson 35 Controller Accounting Manager for the Adviser's Mutual Funds
division
Janet B. Rysz 41 Assistant Secretary Assistant Secretary of the Adviser
<PAGE> 55
Thomas C. Theobald 59 Trustee Managing director, William Blair Capital Partners
(3) (private equity fund) since 1994; chief executive
officer and chairman of the Board of Directors of
Continental Bank Corporation prior thereto
Heidi J. Walter 29 Vice-President Legal counsel for the Adviser since March, 1995;
associate with Beeler Schad & Diamond, PC (law firm),
prior thereto
Stacy H. Winick 32 Vice-President Senior legal counsel for the Adviser since October,
1996; associate of Bell, Boyd & Lloyd (law firm),
June, 1993 to September, 1996; associate of Debevoise
& Plimpton (law firm) prior thereto
Hans P. Ziegler 56 Executive Vice-President Chief Executive Officer of the Adviser since May,
1994; president of the Investment Counsel division of
the Adviser from July, 1993 to June, 1994; president
and chief executive officer, Pitcairn Financial
Management Group prior thereto
Margaret O. Zwick 30 Treasurer Compliance Manager for the Adviser's Mutual Funds
division since August, 1995; held positions of
Compliance Accountant, Section Manager, Supervisor,
and Fund Accountant with the division prior thereto
<FN>
____________________________________
(1) Trustee who is an "interested person" of Base Trust and of the
Adviser, as defined in the Investment Company Act of 1940.
(2) Member of the Executive Committee of the Board of Trustees,
which is authorized to exercise all powers of the Board with
certain statutory exceptions.
(3) Member of the Audit Committee of the Board, which makes
recommendations to the Board regarding the selection of
auditors and confers with the auditors regarding the scope and
results of the audit.
</TABLE>
Each trustee and officer of Base Trust holds the same position
with Stein Roe Municipal Trust, Stein Roe Investment Trust, Stein
Roe Income Trust, Stein Roe Advisor Trust, Stein Roe Institutional
Trust and Stein Roe Trust, other investment companies managed by
the Adviser. The address of Mr. Block is 11 Woodley Road,
Winnetka, Illinois 60093; that of Mr. Boyd is 2900 Golf Road,
Rolling Meadows, Illinois 60008; that of Mr. Cook is 600 Atlantic
Avenue, Boston, Massachusetts 02210; that of Mr. Hacker is P.O.
Box 66100, Chicago, IL 60666; that of Ms. Kelly is Three First
National Plaza, Chicago, IL 60602; that of Mr. Morley is 20 North
Wacker Drive, Suite 2275, Chicago, Illinois 60606; that of Mr.
Nelson is Department of Economics, University of Washington,
Seattle, Washington 98195; that of Mr. Theobald is Suite 3300, 222
West Adams Street, Chicago, IL 60606; and that of the officers is
One South Wacker Drive, Chicago, Illinois 60606.
Officers and trustees affiliated with the Adviser serve without
any compensation from Base Trust. In compensation for their
services to Base Trust, trustees who are not "interested persons"
of Base Trust or the Adviser are paid an attendance fee from each
series of Base Trust for each meeting of the Board or standing
committee thereof attended at which business for that series is
conducted and, effective August 1996, are paid an annual retainer
of $8,000 (divided equally among the Portfolios). The attendance
fees (other than for a Nominating Committee meeting) are based on
each series' net assets as of the preceding December 31. For a
series with net assets of less than $50 million, the fee is $50
per meeting; with $51 to $250 million, the fee is $200 per
meeting; with $251
<PAGE> 56
million to $500 million, $350; with $501 million to $750 million,
$500; with $751 million to $1 billion, $650; and with over $1
billion in net assets, $800. Each non-interested trustee also
receives an aggregate of $500 for attending each meeting of the
Nominating Committee. Base Trust has no retirement or pension
plan. The following table sets forth compensation paid during the
fiscal year ended June 30, 1996 to each of the trustees:
Aggregate
Name of Compensation Total Compensation from
Trustee from Income Trust the Stein Roe Fund Complex*
- ----------------- ----------------- --------------------------
Timothy K. Armour -0- -0-
Lindsay Cook -0- -0-
Douglas A. Hacker -0- -0-
Janet Langford Kelly -0- -0-
Thomas C. Theobald -0- -0-
Kenneth L. Block $1,600 $82,417
William W. Boyd 1,600 86,317
Francis W. Morley 1,600 82,017
Charles R. Nelson 1,600 86,317
Gordon R. Worley 1,600 82,817
____________________
*Messrs. Hacker and Theobald were elected trustees on June 18,
1996 and, therefore, received no compensation for the fiscal year
ended June 30, 1996; Mr. Worley retired as a trustee on December
31, 1996; and Ms. Kelly became a trustee on January 1, 1997.
**During the period ended June 30, 1996, the Stein Roe Fund
Complex consisted of one series of Base Trust, four series of
Stein Roe Municipal Trust, six series of Stein Roe Income Trust,
and eight series of Stein Roe Investment Trust.
ITEM 15. CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES.
As of January 31, 1997, the only persons known by Base Trust to
own of record or "beneficially" 5% or more of the outstanding
shares of a Portfolio within the defini**********************
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*******l Municipal Money Municipal Money Portfolio 16%
Market Fund
One Financial Center
Boston, Massachusetts 02111
Stein Roe High Yield Fund High Yield Portfolio 99%
One South Wacker Drive
Chicago, Illinois 60606
<PAGE> 57
ITEM 16. INVESTMENT MANAGEMENT AND ADMINISTRATIVE SERVICES.
Base Trust has retained the services of Stein Roe & Farnham
Incorporated (the "Adviser") as investment adviser and
administrator for each Portfolio. The Adviser is a wholly owned
subsidiary of SteinRoe Services Inc. ("SSI"), which is a wholly
owned subsidiary of Liberty Financial Companies, Inc. ("Liberty
Financial"), which is a majority owned subsidiary of LFC Holdings,
Inc., which is a wholly owned subsidiary of Liberty Mutual Equity
Corporation, which is a wholly owned subsidiary of Liberty Mutual
Insurance Company. Liberty Mutual Insurance Company is a mutual
insurance company, principally in the property/casualty insurance
field, organized under the laws of Massachusetts in 1912.
The directors of the Adviser are Kenneth R. Leibler, Harold W.
Cogger, C. Allen Merritt, Jr., Timothy K. Armour, and Hans P.
Ziegler. Mr. Leibler is President and Chief Executive Officer of
Liberty Financial; Mr. Cogger is Executive Vice President of
Liberty Financial; Mr. Merritt is Senior Vice President and
Treasurer of Liberty Financial; Mr. Armour is President of the
Adviser's Mutual Funds division; and Mr. Ziegler is Chief
Executive Officer of the Adviser. The business address of Messrs.
Leibler, Cogger, and Merritt is Federal Reserve Plaza, Boston,
Massachusetts 02210; and that of Messrs. Armour, and Ziegler is
One South Wacker Drive, Chicago, Illinois 60606.
The Adviser and its predecessor have been providing investment
advisory services since 1932. The Adviser acts as investment
adviser to wealthy individuals, trustees, pension and profit
sharing plans, charitable organizations, and other institutional
investors. As of December 31, 1996, the Adviser managed over
$26.7 billion in assets: over $8 billion in equities and over
$18.7 billion in fixed income securities (including $1.6 billion
in municipal securities). The $26.7 billion in managed assets
included over $7.5 billion held by open-end mutual funds managed
by the Adviser (approximately 16% of the mutual fund assets were
held by clients of the Adviser). These mutual funds were owned by
over 227,000 shareholders. The $7.5 billion in mutual fund assets
included over $743 million in over 47,000 IRA accounts. In
managing those assets, the Adviser utilizes a proprietary
computer-based information system that maintains and regularly
updates information for approximately 6,500 companies. The
Adviser also monitors over 1,400 issues via a proprietary credit
analysis system. At December 31, 1996, the Adviser employed 19
research analysts and 55 account managers. The average
investment-related experience of these individuals was 22 years.
Please refer to the description of the Adviser, management
agreement and fees in Part A, Item 5. The Adviser provides office
space and executive and other personnel to Base Trust. Each
Portfolio pays all expenses other than those paid by the Adviser,
including but not limited to printing and postage charges and
securities registration and custodian fees and expenses incidental
to its organization. For the fiscal year ended June 30, 1995,
Base Trust did not pay the Adviser any fees. For the fiscal year
ended June 30, 1996, the Adviser received aggregate fees of
$290,904 from the Municipal Money Portfolio.
The management agreement also provides that neither the Adviser
nor any of its directors, officers, stockholders (or partners of
stockholders), agents, or employees shall have any liability to
Base Trust or any shareholder for any error of judgment, mistake
of law
<PAGE> 58
or any loss arising out of any investment, or for any other act or
omission in the performance by the Adviser of its duties under the
advisory agreement, except for liability resulting from willful
misfeasance, bad faith or gross negligence on the Adviser's part
in the performance of its duties or from reckless disregard by the
Adviser of the Adviser's obligations and duties under the advisory
agreement.
Any expenses that are attributable solely to the organization,
operation, or business of a Portfolio shall be paid solely out of
that Portfolio's assets. Any expenses incurred by Base Trust that
are not solely attributable to a particular series of Base Trust
are apportioned in such manner as the Adviser determines is fair
and appropriate, unless otherwise specified by the Board of
Trustees.
BOOKKEEPING AND ACCOUNTING AGREEMENT
Pursuant to a separate agreement with Base Trust, the Adviser
receives a fee for performing certain bookkeeping and accounting
services for each Portfolio. For these services, the Adviser
receives an annual fee of $25,000 plus .0025 of 1% of average net
assets over $50 million. For the fiscal year ended June 30, 1996,
the Adviser received fees of $20,746 from Base Trust for these
services.
CUSTODIAN
State Street Bank and Trust Company (the "Bank"), 225 Franklin
Street, Boston, Massachusetts 02101, is the custodian for Base
Trust. It is responsible for holding all securities and cash of
each Portfolio, receiving and paying for securities purchased,
delivering against payment securities sold, receiving and
collecting income from investments, making all payments covering
expenses of each Portfolio, and performing other administrative
duties, all as directed by authorized persons. The custodian does
not exercise any supervisory function in such matters as purchase
and sale of portfolio securities, payment of dividends, or payment
of expenses of a Portfolio. A Portfolio may invest in obligations
of the custodian and may purchase or sell securities from or to
the custodian.
INDEPENDENT AUDITORS
The independent auditors for Municipal Money Portfolio and High
Yield Portfolio are Ernst & Young LLP, 233 South Wacker Drive,
Chicago, Illinois 60606; the independent public accountants for
each Equity Portfolio are Arthur Andersen LLP, 33 West Monroe
Street, Chicago, Illinois 60603. The auditors audit and report on
the Portfolios' annual financial statements, review certain
regulatory reports and the Portfolios' federal income tax returns,
and perform other professional accounting, auditing, tax and
advisory services when engaged to do so by Base Trust.
ITEM 17. BROKERAGE ALLOCATION AND OTHER PRACTICES.
The Adviser places the orders for the purchase and sale of
portfolio securities for each Portfolio, including options and
futures transactions for High Yield Portfolio and each Equity
Portfolio.
Municipal Money Portfolio purchases portfolio securities both in
underwritings and in the over-the-counter market. Included in the
price paid to an underwriter of a portfolio security is the spread
between the price paid by the underwriter to the issuer and the
<PAGE> 59
price paid by the purchaser. The Portfolio's purchases and sales
of portfolio securities in the over-the-counter market usually are
transacted with a broker or dealer on a net basis, without any
brokerage commission being paid by the Portfolio, but do reflect
the spread between the bid and asked prices. The Adviser may also
transact purchases of portfolio securities directly with the
issuers.
The Adviser's overriding objective in effecting portfolio
transactions is to seek to obtain the best combination of price
and execution. The best net price, giving effect to transaction
charges, if any, and other costs, normally is an important factor
in this decision, but a number of other judgmental factors may
also enter into the decision. These include: the Adviser's
knowledge of current transaction costs; the nature of the security
being traded; the size of the transaction; the desired timing of
the trade; the activity existing and expected in the market for
the particular security; confidentiality; the execution, clearance
and settlement capabilities of the broker or dealer selected and
others that are considered; the Adviser's knowledge of the
financial stability of the broker or dealer selected and such
other brokers or dealers; and the Adviser's knowledge of actual or
apparent operational problems of any broker or dealer.
Recognizing the value of these factors, the Portfolio may incur a
transaction charge in excess of that which another broker or
dealer may have charged for effecting the same transaction.
Evaluations of the reasonableness of the costs of portfolio
transactions, based on the foregoing factors, are made on an
ongoing basis by the Adviser's staff and reports are made annually
to the Board of Trustees.
With respect to issues of securities involving brokerage
commissions, when more than one broker or dealer is believed to be
capable of providing the best combination of price and execution
with respect to a particular portfolio transaction for the
Portfolio, the Adviser often selects a broker or dealer that has
furnished it with research products or services such as research
reports, subscriptions to financial publications and research
compilations, compilations of securities prices, earnings,
dividends and similar data, and computer data bases, quotation
equipment and services, research-oriented computer software and
services, and services of economic and other consultants.
Selection of brokers or dealers is not made pursuant to an
agreement or understanding with any of the brokers or dealers;
however, the Adviser uses an internal allocation procedure to
identify those brokers or dealers who provide it with research
products or services and the amount of research products or
services they provide, and endeavors to direct sufficient
commissions generated by its clients' accounts in the aggregate,
including the Portfolio, to such brokers or dealers to ensure the
continued receipt of research products or services the Adviser
feels are useful. In certain instances, the Adviser receives from
brokers and dealers products or services which are used both as
investment research and for administrative, marketing, or other
non-research purposes. In such instances, the Adviser makes a
good faith effort to determine the relative proportions of such
products or services which may be considered as investment
research. The portion of the costs of such products or services
attributable to research usage may be defrayed by the Adviser
(without prior agreement or understanding, as noted above) through
brokerage commissions generated by transactions of clients
(including the Portfolio), while the portion of the costs
attributable to non-research usage of such products or services is
paid by the Adviser in cash. No person acting on behalf of the
Portfolio is authorized, in recognition of the value of research
products or services, to pay a price in excess of that which
another broker or dealer might have charged for effecting the same
<PAGE> 60
transaction. The Adviser may also receive research in connection
with selling concessions and designations in fixed price offerings
in which the Portfolios participate. Research products or
services furnished by brokers and dealers through whom
transactions are effected may be used in servicing any or all of
the clients of the Adviser and not all such research products or
services are used in connection with the management of the
Portfolio.
With respect to each Equity Portfolio's purchases and sales of
portfolio securities transacted with a broker or dealer on a net
basis, the Adviser may also consider the part, if any, played by
the broker or dealer in bringing the security involved to the
Adviser's attention, including investment research related to the
security and provided to the Portfolio.
The Board has reviewed the legal developments pertaining to and
the practicability of attempting to recapture underwriting
discounts or selling concessions when portfolio securities are
purchased in underwritten offerings. The Board has been advised
by counsel that recapture by a mutual fund currently is not
permitted under the Rules of Fair Practice of the National
Association of Securities Dealers ("NASD"). Therefore, except
with respect to purchases of Municipal Securities which are not
subject to NASD Rules, Municipal Money Portfolio will not attempt
to recapture underwriting discounts or selling concessions.
Municipal Money Portfolio attempts to recapture selling
concessions on purchases during underwritten offerings; however,
the Adviser will not be able to negotiate discounts from the fixed
offering price for those issues for which there is a strong
demand, and will not allow the failure to obtain a discount to
prejudice its ability to purchase an issue for the Portfolio. The
Board periodically reviews Municipal Money Portfolio's efforts to
recapture concessions and whether it is in the best interests of
the Portfolio to continue to attempt to recapture underwriting
discounts or selling concessions.
Base Trust has arranged for its custodian to act as a soliciting
dealer to accept any fees available to the custodian as a
soliciting dealer in connection with any tender offer for
portfolio securities. The custodian will credit any such fees
received against its custodial fees. In addition, the Board of
Trustees has reviewed the legal developments pertaining to and the
practicability of attempting to recapture underwriting discounts
or selling concessions when portfolio securities are purchased in
underwritten offerings. However, the Board has been advised by
counsel that recapture by a mutual fund currently is not permitted
under the Rules of Fair Practice of the National Association of
Securities Dealers.
ITEM 18. CAPITAL STOCK AND OTHER SECURITIES.
Under the Declaration of Trust, the trustees are authorized to
issue Interests in Base Trust. Investors are entitled to
participate pro rata in distributions of taxable income, loss,
gain, and credit of Base Trust (unless another sharing method is
required for federal income tax reasons in accordance with the
sharing method adopted by the trustees). Upon liquidation or
dissolution of Base Trust, investors are entitled to share pro
rata in the net assets available for distribution to its investors
(unless another sharing method is required for federal income tax
reasons, in accordance with the sharing method adopted by the
trustees). Investments in Base Trust have no preferences,
preemptive,
<PAGE> 61
conversion, or similar rights and are fully paid and
nonassessable, except as set forth below. Investments in Base
Trust may not be transferred. No certificates representing an
investor's Interest in Base Trust will be issued.
Each whole Interest (or fractional Interest) outstanding on the
record date established in accordance with the By-Laws shall be
entitled to a number of votes on any matter on which it is
entitled to vote equal to the net asset value of the Interest (or
fractional Interest) in United States dollars determined at the
close of business on the record date (for example, an Interest
having a net asset value of $10.50 would be entitled to 10.5
votes). As a common law trust, Base Trust is not required to hold
annual shareholder meetings. However, special meetings may be
called for purposes such as electing or removing trustees,
changing fundamental policies, or approving an investment advisory
contract. If requested to do so by the holders of at least 10% of
Base Trust's outstanding Interests, Base Trust will call a special
meeting for the purpose of voting upon the question of removal of
a trustee or trustees and will assist in the communications with
other holders as required by Section 16(c) of the Investment
Company Act of 1940. All Interests of Base Trust are voted
together in the election of trustees. On any other matter
submitted to a vote of holders, Interests are voted by individual
series and not in the aggregate, except that Interests are voted
in the aggregate when required by the Investment Company Act of
1940 or other applicable law. When the Board of Trustees
determines that the matter affects only the interests of one or
more series, holders of the unaffected series are not entitled to
vote on such matters.
Base Trust may enter into a merger or consolidation or sell all or
substantially all of its assets if approved by the vote of two-
thirds of its investors (with the vote of each being in proportion
to the respective percentages of the Interests in Base Trust),
except that if the trustees recommend such sale of assets, the
approval by vote of a majority of the investors (with the votes of
each being in proportion to their respective percentages of the
Interests of Base Trust) will be sufficient. Base Trust, or a
series thereof, will dissolve upon the complete withdrawal,
resignation, retirement, or bankruptcy of any investor and will
terminate unless reconstituted and continued with the consent of
all remaining investors. Base Trust, or a series thereof, may
also be terminated (1) if approved by the vote of two-thirds of
its investors (with the votes of each being in proportion to the
amount of their investment), or (2) by the trustees by written
notice to its investors. The Declaration of Trust contains a
provision limiting the life of Base Trust to a term of years;
consequently, Base Trust will terminate on December 31, 2080.
Base Trust is organized as a trust under the laws of the
Commonwealth of Massachusetts. Investors in any series of Base
Trust may be held personally liable, jointly and severally, for
the obligations and liabilities of that series, subject, however,
to indemnification by that series in the event that there is
imposed upon an investor a greater portion of the liabilities and
obligations of the series than its proportionate interest in the
series. The Declaration of Trust also provides that Base Trust
shall maintain appropriate insurance (for example, fidelity
bonding and errors and omissions insurance) for the protection of
Base Trust, its investors, trustees, officers, employees, and
agents covering possible tort and other liabilities. Thus, the
risk of an investor incurring financial loss on account of
investor liability is limited to circumstances in which both
inadequate insurance exists and Base Trust itself is unable to
meet its obligations.
<PAGE> 62
The Declaration of Trust further provides that obligations of Base
Trust are not binding upon the trustees individually but only upon
the property of Base Trust and that the trustees will not be
liable for any action or failure to act, but nothing in the
Declaration of Trust protects a trustee against any liability to
which he would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence, or reckless disregard of
the duties involved in the conduct of his office.
Base Trust reserves the right to create and issue any number of
series, in which case investors in each series would participate
only in the earnings and assets of the particular series.
Investors in each series would be entitled to vote separately to
approve advisory agreements or changes in investment policy, but
investors of all series may vote together in election or selection
of trustees, principal underwriters, and accountants for Base
Trust. Upon liquidation or dissolution of Base Trust, the
investors in each series would be entitled to share pro rata in
the net assets of their respective series available for
distribution to investors (unless another sharing method is
required for federal income tax reasons, in accordance with the
sharing method adopted by the trustees). Interests of any series
of Base Trust may be divided into two or more classes of Interests
having such preferences or special or relative privileges as the
trustees of Base Trust may determine.
Base Trust will in no case have more than 500 investors in order
to satisfy certain tax requirements. This number may be increased
or decreased should such requirements change. Similarly, if
Congress enacts certain proposed amendments to the Code, it may be
desirable for Base Trust to elect the status of a regulated
investment company ("RIC") as that term is defined in Subchapter M
of the Code, which would require that Base Trust first change its
organizational status from that of a Massachusetts trust to that
of a Massachusetts business trust ("MBT") or other entity treated
as a corporation under the Code. Base Trust's Declaration of
Trust empowers the trustees, on behalf of the Trust, to change
Base Trust's organizational form to that of a MBT or otherwise
reorganize as an entity treated as a corporation under the Code
and to elect RIC status without a vote of the investors. Any such
action on the part of the trustees on behalf of Base Trust would
be contingent upon there being no adverse tax consequences to such
action.
ITEM 19. PURCHASE, REDEMPTION, AND PRICING OF SECURITIES.
Interests in a Portfolio will be issued solely in private
placement transactions that do not involve any "public offering"
within the meaning of Section 4(2) of the 1933 Act. Investments
in a Portfolio may only be made by investment companies, insurance
company separate accounts, common or commingled trust funds, or
similar organizations or entities that are "accredited investors"
within the meaning of Regulation D under the 1933 Act. This
Registration Statement does not constitute an offer to sell or the
solicitation of an offer to buy any "security" within the meaning
of the 1933 Act.
The net asset value per share of each Portfolio is determined by
dividing its total assets (i.e., the total current market value of
its investment in the Portfolio) less its liabilities (including
accrued expenses and dividends payable), by the total number of
shares of the Portfolio outstanding at the time of the
determination. Each Portfolio's net asset value per share is
calculated as of 3:00 p.m. (central time) on each day the New York
Stock Exchange is open for trading.
<PAGE> 63
The value of each investor's investment in a Portfolio will be
based on its pro rata share of the total net asset value of the
Portfolio (i.e., the value of its portfolio securities and other
assets less its liabilities) as of the same date and time.
Please refer to Purchase of Securities in Part A, which is
incorporated herein by reference. Municipal Money Portfolio
values its portfolio by the "amortized cost method" by which it
attempts to maintain its net asset value at $1.00 per share. This
involves valuing an instrument at its cost and thereafter assuming
a constant amortization to maturity of any discount or premium,
regardless of the impact of fluctuating interest rates on the
market value of the instrument. Although this method provides
certainty in valuation, it may result in periods during which
value as determined by amortized cost is higher or lower than the
price the Portfolio would receive if it sold the instrument.
Other assets are valued at a fair value determined in good faith
by the Board of Trustees.
In connection with Municipal Money Portfolio's use of amortized
cost and the maintenance of its per share net asset value of
$1.00, Base Trust has agreed, with respect to Municipal Money
Portfolio: (1) to seek to maintain a dollar-weighted average
portfolio maturity appropriate to its objective of maintaining
relative stability of principal and not in excess of 90 days; (2)
not to purchase a portfolio instrument with a remaining maturity
of greater than thirteen months (for this purpose Municipal Money
Portfolio considers that an instrument has a maturity of thirteen
months or less if it is a "short-term" obligation as defined in
the Glossary); and (3) to limit its purchase of portfolio
instruments to those instruments that are denominated in U.S.
dollars which the Board of Trustees determines present minimal
credit risks and that are of eligible quality as determined by any
major rating service as defined under SEC Rule 2a-7 or, in the
case of any instrument that is not rated, of comparable quality as
determined by the Board.
Municipal Money Portfolio has also agreed to establish procedures
reasonably designed to stabilize its price per share as computed
for the purpose of sales and redemptions at $1.00. Such
procedures include review of its portfolio holdings by the Board
of Trustees, at such intervals as it deems appropriate, to
determine whether its net asset value calculated by using
available market quotations or market equivalents deviates from
$1.00 per share based on amortized cost. Calculations are made to
compare the value of its investments valued at amortized cost with
market value. Market values are obtained by using actual
quotations provided by market makers, estimates of market value,
values from yield data obtained from reputable sources for the
instruments, values obtained from the Adviser's matrix, or values
obtained from an independent pricing service. Any such service
might value Municipal Money Portfolio's investments based on
methods which include consideration of: yields or prices of
Municipal Securities of comparable quality, coupon, maturity and
type; indications as to values from dealers; and general market
conditions. The service may also employ electronic data
processing techniques, a matrix system, or both to determine
valuations.
In connection with Municipal Money Portfolio's use of the
amortized cost method of portfolio valuation to maintain its net
asset value at $1.00 per share, the Portfolio might incur or
anticipate an unusual expense, loss, depreciation, gain or
appreciation that would affect its net asset value per share or
income for a particular period. The extent
<PAGE> 64
of any deviation between the net asset value based upon available
market quotations or market equivalents and $1.00 per share based
on amortized cost will be examined by the Board of Trustees as it
deems appropriate. If such deviation exceeds 1/2 of 1%, the Board
of Trustees will promptly consider what action, if any, should be
initiated. In the event the Board of Trustees determines that a
deviation exists that may result in material dilution or other
unfair results to investors or existing shareholders, it will take
such action as it considers appropriate to eliminate or reduce to
the extent reasonably practicable such dilution or unfair results.
Actions which the Board might take include: selling portfolio
instruments prior to maturity to realize capital gains or losses
or to shorten average portfolio maturity; increasing, reducing, or
suspending dividends or distributions from capital or capital
gains; or redeeming shares in kind. The Board might also
establish a net asset value per share by using market values, as a
result of which the net asset value might deviate from $1.00 per
share.
ITEM 20. TAX STATUS.
Base Trust is organized as a trust under the laws of the
Commonwealth of Massachusetts. Under the anticipated method of
operation of Base Trust, Base Trust will not be subject to any
federal income tax, nor is it expected to have any Massachusetts
income tax liability. Base Trust has received a private letter
ruling from the Internal Revenue Service to confirm its federal
tax treatment in certain respects. Each investor in a Portfolio
will be taxed on its share (as determined in accordance with the
governing instruments of Base Trust) of the Portfolio's ordinary
income and capital gain in determining its income tax liability.
The determination of such share will be made in accordance with a
method designed to satisfy the Code and regulations promulgated
thereunder. There can be no assurance, however, that the Internal
Revenue Service will agree with such a method of allocation.
The fiscal year end of Municipal Money Portfolio and High Yield
Portfolio is June 30, and that of each Equity Portfolio is
September 30. Although, as described above, the Portfolios will
not be subject to federal income tax, they will file appropriate
income tax returns.
It is intended that each Portfolio's assets, income, and
distributions will be managed in such a way that an investor in
the Portfolio will be able to satisfy the requirements of
Subchapter M of the Code for qualification as a RIC, assuming that
the investor invests all of its assets in the Portfolio.
There are certain tax issues that will be relevant to only certain
of the investors, specifically investors that are segregated asset
accounts and investors who contribute assets rather than cash to a
Portfolio. It is intended that such segregated asset accounts
will be able to satisfy diversification requirements applicable to
them and that such contributions of assets will not be taxable
provided certain requirements are met. Such investors are advised
to consult their own tax advisors as to the tax consequences of an
investment in a Portfolio.
ADDITIONAL INCOME TAX CONSIDERATIONS
In order for an investment company investing in a Portfolio to
qualify for federal income tax treatment as a regulated investment
company, at least 90% of its gross income
<PAGE> 65
for a taxable year must be derived from qualifying income; i.e.,
dividends, interest, income derived from loans of securities,
gains from the sale of stock or securities or foreign currencies,
or other income (including but not limited to gains from options,
futures, or forward contracts) derived with respect to its
business of investing in stock, securities, or currencies. In
addition, gains realized on the sale or other disposition of any
of the following held or less than three months must be limited to
less than 30% of its annual gross income: (1) stock or securities,
(2) options, futures, or forward contracts (other than on foreign
currencies), and (3) foreign currencies and currency forward
contracts that are not directly related to its principal business
of investing in stocks, securities, and options and futures with
respect to stocks or securities. Each such investment company
will also be required to distribute each year at least 90% of its
investment company taxable income (in order to escape federal
income tax on distributed amounts) and to meet certain tax
diversification requirements. Because such investment companies
may invest all of their assets in a Portfolio, the Portfolio must
satisfy all of these tax requirements in order for such other
investment company to satisfy them. In order to avoid realizing
excessive gains on securities held less than three months, a
Portfolio may be required to defer the closing out of certain
positions beyond the time when it would otherwise be advantageous
to do so. Year-end mark-to-market gains on positions open for
less than three months as of the end of a Portfolio's fiscal year
are not considered gains on securities held for less than three
months for purposes of the 30% test.
Each Portfolio will allocate at least annually to its shareholders
its distributive share of any net investment income and net
capital gains which have been recognized for federal income tax
purposes (including unrealized gains at the end of the Portfolio's
taxable year on certain options and futures transactions that are
required to be marked-to-market).
Each Portfolio intends to distribute substantially all of its
income, tax-exempt and taxable, including any net realized capital
gains, and thereby be relieved of any federal income tax liability
to the extent of such distributions. Municipal Money Portfolio
intends to retain for its shareholders the tax-exempt status with
respect to tax-exempt income received by the Portfolio. The
distributions will be designated as "exempt-interest dividends,"
taxable ordinary income, and capital gains. Municipal Money
Portfolio may also invest in Municipal Securities the interest on
which is subject to the federal alternative minimum tax. The
source of exempt-interest dividends on a state-by-state basis and
the federal income tax status of all distributions will be
reported to shareholders annually. Such report will allocate
income dividends between tax-exempt, taxable income, and
alternative minimum taxable income in approximately the same
proportions as the Portfolio's total income during the year.
Accordingly, income derived from each of these sources by the
Portfolio may vary substantially in any particular distribution
period from the allocation reported to shareholders annually. The
proportion of such dividends that constitutes taxable income will
depend on the relative amounts of assets invested in taxable
securities, the yield relationships between taxable and tax-exempt
securities, and the period of time for which such securities are
held. The Portfolio may, under certain circumstances, temporarily
invest its assets so that less than 80% of gross income during
such temporary period will be exempt from federal income taxes.
<PAGE> 66
Because capital gain distributions reduce net asset value, if a
shareholder purchases shares shortly before a record date he will,
in effect, receive a return of a portion of his investment in such
distribution. The distribution would nonetheless be taxable to
him, even if the net asset value of shares were reduced below his
cost. However, for federal income tax purposes the shareholder's
original cost would continue as his tax basis.
Because the taxable portion of the Portfolio's investment income
consists primarily of interest, none of its dividends, whether or
not treated as "exempt-interest dividends," will qualify under the
Code for the dividends received deduction available to
corporations.
Interest on indebtedness incurred or continued by shareholders to
purchase or carry shares of the Portfolio is not deductible for
federal income tax purposes. Under rules applied by the Internal
Revenue Service to determine whether borrowed funds are used for
the purpose of purchasing or carrying particular assets, the
purchase of shares may, depending upon the circumstances, be
considered to have been made with borrowed funds even though the
borrowed funds are not directly traceable to the purchase of
shares.
If you redeem at a loss shares of the Portfolio held for six
months or less, that loss will not be recognized for federal
income tax purposes to the extent of exempt-interest dividends you
have received with respect to those shares. If any such loss
exceeds the amount of the exempt-interest dividends you received,
that excess loss will be treated as a long-term capital loss to
the extent you receive any long-term capital gain distribution
with respect to those shares.
High Yield Portfolio and each Equity Portfolio expects that less
than 100% of its dividends will qualify for the deduction for
dividends received by corporate shareholders.
To the extent a Portfolio invests in foreign securities, it may be
subject to withholding and other taxes imposed by foreign
countries. Tax treaties between certain countries and the United
States may reduce or eliminate such taxes. Investors may be
entitled to claim U.S. foreign tax credits with respect to such
taxes, subject to certain provisions and limitations contained in
the Code. Specifically, if more than 50% of a Portfolio's total
assets at the close of any fiscal year consist of stock or
securities of foreign corporations, a Portfolio may file an
election with the Internal Revenue Service pursuant to which
shareholders of a Portfolio will be required to (1) include in
ordinary gross income (in addition to taxable dividends actually
received) their pro rata shares of foreign income taxes paid by a
Portfolio even though not actually received, (2) treat such
respective pro rata shares as foreign income taxes paid by them,
and (3) deduct such pro rata shares in computing their taxable
incomes, or, alternatively, use them as foreign tax credits,
subject to applicable limitations, against their United States
income taxes. Shareholders who do not itemize deductions for
federal income tax purposes will not, however, be able to deduct
their pro rata portion of foreign taxes paid by a Portfolio,
although such shareholders will be required to include their share
of such taxes in gross income. Shareholders who claim a foreign
tax credit may be required to treat a portion of dividends
received from a Portfolio as separate category income for purposes
of computing the limitations on the foreign tax credit available
to such shareholders. Tax-exempt shareholders will not ordinarily
benefit from this election relating to foreign
<PAGE> 67
taxes. Each year, a Portfolio will notify shareholders of the
amount of (1) each shareholder's pro rata share of foreign income
taxes paid by the Portfolio and (2) the portion of dividends which
represents income from each foreign country, if the Portfolio
qualifies to pass along such credit.
Passive Foreign Investment Companies. International Portfolio may
purchase the securities of certain foreign investment funds or
trusts called passive foreign investment companies ("PFICs"). In
addition to bearing their proportionate share of International
Portfolio's expenses (management fees and operating expenses),
shareholders will also indirectly bear similar expenses of PFICs.
Capital gains on the sale of PFIC holdings will be deemed to be
ordinary income regardless of how long International Portfolio
holds its investment. In addition, International Portfolio may be
subject to corporate income tax and an interest charge on certain
dividends and capital gains earned from PFICs, regardless of
whether such income and gains are distributed to shareholders.
ITEM 21. UNDERWRITERS.
Inapplicable.
ITEM 22. CALCULATION OF PERFORMANCE DATA.
Inapplicable.
ITEM 23. FINANCIAL STATEMENTS
Please refer to the June 30, 1996 Financial Statements (balance
sheet and schedule of investments as of June 30, 1996 and the
statement of operations, changes in net assets, and notes thereto)
and the report of independent auditors relating to SR&F Municipal
Money Market Portfolio included in the June 30, 1996 Annual Report
of Stein Roe Municipal Trust. The Financial Statements and the
report of independent auditors relating to Municipal Money
Portfolio (but no other material from the Annual Report) are
incorporated herein by reference. The Annual Report may be
obtained at no charge by telephoning 800-338-2550.
GLOSSARY
ISSUER. For purposes of diversification under the Investment
Company Act of 1940, identification of the issuer (or issuers) of
a Municipal Security depends on the terms and conditions of the
obligation. If the assets and revenues of an agency, authority,
instrumentality or other political subdivision are separate from
those of the government creating the subdivision and the
obligation is backed only by the assets and revenues of the
subdivision, such subdivision would be regarded as the sole
issuer. Similarly, if the obligation is backed only by the assets
and revenues of the non-governmental user, the non-governmental
user would be deemed to be the sole issuer. In addition, if the
bond is backed by the full faith and credit of the U.S.
Government, agencies or instrumentalities of the U.S. Government
or U.S. Government Securities, the U.S. Government or the
appropriate agency or instrumentality would be deemed to be the
sole issuer, and would not be subject to the 5% limitation
applicable to investments in a single issuer as described under
Investment Restrictions in Part A and restriction number (1) under
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Investment Restrictions in this Part B. If, in any case, the
creating municipal government or another entity guarantees an
obligation or issues a letter of credit to secure the obligation,
the guarantee (or letter of credit) would be considered a separate
security issued by such government or entity and would be
separately valued and included in the issuer limitation. In the
case of Municipal Money Portfolio, guarantees and letters of
credit described in this paragraph from banks whose credit is
acceptable to the Portfolio are not restricted in amount by the
restriction against investing more than 25% of their total assets
in securities of non-governmental issuers whose principal business
activities are in the same industry.
SHORT-TERM. This term, as used with respect to Municipal Money
Portfolio, refers to an obligation of one of the following types,
measured from the date of an investment by the Portfolio in the
obligation (regardless of the duration of the obligation from the
date of original issuance):
1. An obligation of the issuer to pay the entire principal and
accrued interest in no more than thirteen months;
2. An obligation (regardless of the duration before its maturity)
issued or guaranteed by the U.S. Government or by its agencies or
instrumentalities, bearing a variable rate of interest providing
for automatic establishment, no less frequently than annually, of
a new rate or successive new rates of interest by a formula, that
can reasonably be expected to have a market value approximating
its principal amount (a) whenever a new interest rate is
established, in the case of an obligation having a variable rate
of interest, or (b) at any time, in the case of an obligation
having a "floating rate of interest" that changes concurrently
with any change in an identified market interest rate to which it
is pegged;
3. Any other obligation (regardless of the duration before its
maturity) that: (a) has a demand feature entitling the holder to
receive from an issuer the entire principal [or, under the
circumstances described under Basic Investment Strategy in Part A
for Municipal Money Portfolio, the issuer of a guarantee or a
letter of credit with respect to a participation interest in the
obligation (acquired from such issuer)], (i) at any time upon no
more than thirty days' notice or (ii) at specified intervals not
exceeding thirteen months and upon no more than thirty days'
notice, (b)(i) has a variable rate of interest that changes on set
dates or (ii) has a floating rate of interest (as defined in 2
above), and (c) can reasonably be expected to have a market value
approximating its principal amount (i) whenever a new rate of
interest is established, in the case of an obligation having a
variable rate of interest, or (ii) at any time, in the case of an
obligation having a floating rate of interest; provided that, with
respect to each such obligation that is not rated eligible quality
by Moody's or S&P, the Board of Trustees has determined that the
obligation is of eligible quality; or
4. A repurchase agreement that is to be fully performed (or that
the Portfolio may require be performed) in not more than thirteen
months (regardless of the maturity of the obligation to which the
repurchase agreement relates).
VARIABLE RATE DEMAND SECURITY. This type of security is a
Variable Rate Security (as defined in Part A under Municipal
Securities) which has a demand feature entitling the
<PAGE> 69
purchaser to resell the security to the issuer of the demand
feature at an amount approximately equal to amortized cost or the
principal amount thereof, which may be more or less than the price
the Portfolio paid for it. The interest rate on a Variable Rate
Demand Security also varies either according to some objective
standard, such as an index of short-term tax-exempt rates, or
according to rates set by or on behalf of the issuer.
APPENDIX--RATINGS
RATINGS IN GENERAL
A rating of a rating service represents the service's opinion as
to the credit quality of the security being rated. However, the
ratings are general and are not absolute standards of quality or
guarantees as to the creditworthiness of an issuer. Consequently,
the Adviser believes that the quality of debt securities should be
continuously reviewed and that individual analysts give different
weightings to the various factors involved in credit analysis. A
rating is not a recommendation to purchase, sell or hold a
security, because it does not take into account market value or
suitability for a particular investor. When a security has
received a rating from more than one service, each rating should
be evaluated independently. Ratings are based on current
information furnished by the issuer or obtained by the rating
services from other sources that they consider reliable. Ratings
may be changed, suspended or withdrawn as a result of changes in
or unavailability of such information, or for other reasons. The
Adviser, through independent analysis, attempts to discern
variations in credit ratings of the published services, and to
anticipate changes in credit ratings. The following is a
description of the characteristics of certain ratings used by
Moody's Investors Service, Inc. ("Moody's") and Standard & Poor's
Corporation ("S&P").
RATINGS BY MOODY'S
CORPORATE AND MUNICIPAL BONDS:
Aaa. Bonds rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally
referred to as "gilt edge." Interest payments are protected by a
large or by an exceptionally stable margin and principal is
secure. Although the various protective elements are likely to
change, such changes as can be visualized are most unlikely to
impair the fundamentally strong position of such bonds.
Aa. Bonds rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are
generally known as high grade bonds. They are rated lower than
the best bonds because margins of protection may not be as large
as in Aaa bonds or fluctuation of protective elements may be of
greater amplitude or there may be other elements present which
make the long term risks appear somewhat larger than in Aaa bonds.
A. Bonds rated A possess many favorable investment attributes and
are to be considered as upper medium grade obligations. Factors
giving security to principal and interest are considered adequate,
but elements may be present which suggest a susceptibility to
impairment sometime in the future.
Baa. Bonds rated Baa are considered medium grade obligations;
i.e., they are neither highly protected nor poorly secured.
Interest payments and principal security appear
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adequate for the present but certain protective elements may be
lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment
characteristics and in fact have speculative characteristics as
well.
Ba. Bonds which are rated Ba are judged to have speculative
elements; their future cannot be considered as well assured.
Often the protection of interest and principal payments may be
very moderate, and thereby not well safeguarded during both good
and bad times over the future. Uncertainty of position
characterizes bonds in this class.
B. Bonds which are rated B generally lack characteristics of the
desirable investment. Assurance of interest and principal
payments or of maintenance of other terms of the contract over any
long period of time may be small.
Caa. Bonds which are rated Caa are of poor standing. Such issues
may be in default or there may be present elements of danger with
respect to principal or interest.
Ca. Bonds which are rated Ca represent obligations which are
speculative in a high degree. Such issues are often in default or
have other marked shortcomings.
C. Bonds which are rated C are the lowest rated class of bonds,
and issues so rated can be regarded as having extremely poor
prospects of ever attaining any real investment standing.
CONDITIONAL RATINGS. Bonds for which the security depends upon
the completion of some act or the fulfillment of some condition
are rated conditionally. These are bonds secured by (a) earnings
of projects under construction, (b) earnings of projects
unseasoned in operating experience, (c) rentals which begin when
facilities are completed, or (d) payments to which some other
limiting condition attaches. Parenthetical rating denotes
probable credit stature upon completion of construction or
elimination of basis of condition.
NOTES: Those bonds in the Aa, A, Baa, Ba, and B groups which
Moody's believes possess the strongest investment attributes are
designated by the symbols Aa 1, A 1, Baa 1, Ba 1, and B 1.
Moody's applies numerical modifiers 1, 2, and 3 in each generic
rating classification from Aa through B in its corporate bond
rating system. The modifier 1 indicates that the security ranks
in the higher end of its generic rating category; the modifier 2
indicates a mid-range ranking; and the modifier 3 indicates that
the issue ranks in the lower end of its generic rating category.
MUNICIPAL NOTES:
MIG 1. This designation denotes best quality. There is present
strong protection by established cash flows, superior liquidity
support or demonstrated broad-based access to the market for
refinancing.
<PAGE> 71
MIG 2. This designation denotes high quality. Margins of
protection are ample although not so large as in the preceding
group.
MIG 3. This designation denotes favorable quality. All security
elements are accounted for but there is lacking the undeniable
strength of the preceding grades. Liquidity and cash flow
protection may be narrow and market access for refinancing is
likely to be less well established.
DEMAND FEATURE OF VARIABLE RATE DEMAND SECURITIES:
Moody's may assign a separate rating to the demand feature of a
variable rate demand security. Such a rating may include:
VMIG 1. This designation denotes best quality. There is present
strong protection by established cash flows, superior liquidity
support or demonstrated broad-based access to the market for
refinancing.
VMIG 2. This designation denotes high quality. Margins of
protection are ample although not so large as in the preceding
group.
VMIG 3. This designation denotes favorable quality. All security
elements are accounted for but there is lacking the undeniable
strength of the preceding grades. Liquidity and cash flow
protection may be narrow and market access for refinancing is
likely to be less well established.
COMMERCIAL PAPER:
Moody's employs the following three designations, all judged to be
investment grade, to indicate the relative repayment capacity of
rated issuers:
Prime-1 Highest Quality
Prime-2 Higher Quality
Prime-3 High Quality
If an issuer represents to Moody's that its commercial paper
obligations are supported by the credit of another entity or
entities, Moody's, in assigning ratings to such issuers, evaluates
the financial strength of the indicated affiliated corporations,
commercial banks, insurance companies, foreign governments, or
other entities, but only as one factor in the total rating
assessment.
RATINGS BY S&P:
CORPORATE AND MUNICIPAL BONDS:
AAA. Debt rated AAA has the highest rating. Capacity to pay
interest and repay principal is extremely strong.
AA. Debt rated AA has a very strong capacity to pay interest and
repay principal and differ from the higher rated issues only in
small degree.
A. Debt rated A has a strong capacity to pay interest and repay
principal although it is somewhat more susceptible to the adverse
effects of changes in circumstances and economic conditions than
debt in higher-rated categories.
BBB. Debt rated BBB is regarded as having an adequate capacity to
pay interest and repay principal. Whereas it normally exhibits
adequate protection parameters, adverse economic conditions or
changing circumstances are more likely to lead to a weakened
<PAGE> 72
capacity to pay principal and interest for debt in this category
than for debt in higher-rated categories.
BB, B, CCC, CC, and C. Debt rated BB, B, CCC, CC, or C is
regarded, on balance, as predominantly speculative with respect to
capacity to pay interest and repay principal in accordance with
the terms of the obligation. BB indicates the lowest degree of
speculation and C the highest degree of speculation. While such
debt will likely have some quality and protective characteristics,
these are outweighed by large uncertainties or major risk
exposures to adverse conditions.
C1. The rating C1 is reserved for income bonds on which no
interest is being paid.
D. Debt rated D is in default, and payment of interest and/or
repayment of principal is in arrears. The D rating also is issued
upon the filing of a bankruptcy petition if debt service payments
are jeopardized.
NOTES: The ratings from AA to CCC may be modified by the addition
of a plus (+) or minus (-) sign to show relative standing within
the major rating categories. Foreign debt is rated on the same
basis as domestic debt measuring the creditworthiness of the
issuer; ratings of foreign debt do not take into account currency
exchange and related uncertainties.
The "r" is attached to highlight derivative, hybrid, and certain
other obligations that S&P believes may experience high volatility
or high variability in expected returns due to non-credit risks.
Examples of such obligations are: securities whose principal or
interest return is indexed to equities, commodities, or
currencies; certain swaps and options; and interest only and
principal only mortgage securities. The absence of an "r" symbol
should not be taken as an indication that an obligation will
exhibit no volatility or variability in total return.
PROVISIONAL RATINGS. The letter "p" indicates that the rating is
provisional. A provisional rating assumes the successful
completion of the project being financed by the debt being rated
and indicates that payment of debt service requirements is largely
or entirely dependent upon the successful and timely completion of
the project. This rating, however, although addressing credit
quality subsequent to completion of the project, makes no comment
on the likelihood of, or the risk of default upon failure of, such
completion. The investor should exercise his own judgment with
respect to such likelihood and risk.
MUNICIPAL NOTES:
SP-1. Notes rated SP-1 have very strong or strong capacity to pay
principal and interest. Those issues determined to possess
overwhelming safety characteristics are designated as SP-1+.
SP-2. Notes rated SP-2 have satisfactory capacity to pay
principal and interest.
Notes due in three years or less normally receive a note rating.
Notes maturing beyond three years normally receive a bond rating,
although the following criteria are used in making that
assessment:
<PAGE> 73
- - Amortization schedule (the larger the final maturity relative to
other maturities, the more likely the issue will be rated as a
note).
- - Source of payment (the more dependent the issue is on the market
for its refinancing, the more likely it will be rated as a
note).
DEMAND FEATURE OF VARIABLE RATE DEMAND SECURITIES:
S&P assigns dual ratings to all long-term debt issues that have as
part of their provisions a demand feature. The first rating
addresses the likelihood of repayment of principal and interest as
due, and the second rating addresses only the demand feature. The
long-term debt rating symbols are used for bonds to denote the
long-term maturity and the commercial paper rating symbols are
usually used to denote the put (demand) option (for example,
AAA/A-1+). Normally, demand notes receive note rating symbols
combined with commercial paper symbols (for example, SP-1+/A-1+).
COMMERCIAL PAPER:
A. Issues assigned this highest rating are regarded as having the
greatest capacity for timely payment. Issues in this category are
further refined with the designations 1, 2, and 3 to indicate the
relative degree to safety.
A-1. This designation indicates that the degree of safety
regarding timely payment is either overwhelming or very strong.
Those issues determined to possess overwhelming safety
characteristics are designed A-1+.
<PAGE> 74
PART C
OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements
1. Financial statements included in Part A: None.
2. Financial statements included in Part B: Financial
statements (investments as of 6/30/96, balance sheet as of
6/30/96, statement of operations and statement of changes
in net assets for the period ended 6/30/96, and notes thereto)
of SR&F Municipal Money Market Portfolio are incorporated by
reference to the 6/30/96 annual report of Stein Roe
Municipal Trust.
(b) Exhibits [Note: As used herein, the term "Registration
Statement" refers to the Registration Statement of the
Registrant on Form N-1A filed under the Investment Company Act
of 1940, File No. 811-7996.]
1. Declaration of Trust of Registrant as amended through
August 1, 1995. (Exhibit 1 to Amendment No. 2 to
Registration Statement.)*
2. By-Laws of Registrant. (Exhibit 2 to Amendment No. 2 to
Registration Statement.)*
3. Inapplicable.
4. Inapplicable.
5. Management Agreement between Registrant and Stein Roe &
Farnham Incorporated as amended through 11/1/96. (Exhibit
5 to Amendment No. 5 to Registration Statement.)*
6. Inapplicable pursuant to Instruction F.4 to Form N-1A.
7. Inapplicable.
8. Custodian Agreement between Registrant and State Street
Bank and Trust Company. (Exhibit 8 to Amendment No. 2 to
Registration Statement.)*
9. (a) Investor Service Agreement between Registrant and
SteinRoe Services Inc. as amended through 11/1/96.
(Exhibit 9(a) to Amendment No. 5 to Registration
Statement.)*
(b) Bookkeeping and Accounting Agreement between
Registrant and Stein Roe & Farnham Incorporated as
amended through 11/1/96. (Exhibit 9(b) to Amendment
No. 6 to Registration Statement.)*
10. Inapplicable pursuant to Instruction F.4 of Form N-1A.
(Exhibit 9(b) to Amendment No. 5 to Registration
Statement.)*
11. Consent of Ernst & Young LLP.
12. Inapplicable pursuant to Instruction F.4 of Form N-1A.
13. Inapplicable.
14. Inapplicable.
15. Inapplicable.
16. Inapplicable.
17. Financial data schedule for SR&F Municipal Money Market
Portfolio.
18. Inapplicable
________________________________
*Incorporated by reference.
<PAGE> 75
ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH
REGISTRANT.
The Registrant does not consider that it is directly or indirectly
controlled by, or under common control with, other persons within
the meaning of this Item.
ITEM 26. NUMBER OF HOLDERS OF SECURITIES.
Number of Record Holders
Title of Class as of February 14, 1997
- ----------------------------------- --------------------------
SR&F Municipal Money Market Portfolio 2
SR&F High Yield Portfolio 3
SR&F Balanced Portfolio 2
SR&F Growth & Income Portfolio 2
SR&F Growth Stock Portfolio 2
SR&F Growth Investor Portfolio 2
SR&F Special Portfolio 2
SR&F Special Venture Portfolio 2
SR&F International Portfolio 2
ITEM 27. INDEMNIFICATION.
Reference is made to Article X of the Registrant's Declaration of
Trust (Exhibit 1) with respect to indemnification of the trustees
and officers of Registrant against liabilities which may be
incurred by them in such capacities.
Registrant, its trustees and officers, its investment adviser, the
other investment companies advised by the adviser, and persons
affiliated with them are insured against certain expenses in
connection with the defense of actions, suits, or proceedings, and
certain liabilities that might be imposed as a result of such
actions, suits, or proceedings. Registrant will not pay any
portion of the premiums for coverage under such insurance that
would (1) protect any trustee or officer against any liability to
Registrant or its shareholders to which he would otherwise be
subject by reason of willful misfeasance, bad faith, gross
negligence, or reckless disregard of the duties involved in the
conduct of his office or (2) protect its investment adviser or
principal underwriter, if any, against any liability to Registrant
or its shareholders to which such person would otherwise be
subject by reason of willful misfeasance, bad faith, or gross
negligence, in the performance of its duties, or by reason of its
reckless disregard of its duties and obligations under its
contract or agreement with the Registrant; for this purpose the
Registrant will rely on an allocation of premiums determined by
the insurance company.
Colonial Tax-Exempt Money Market Fund ("Colonial Fund"), a series
of Colonial Trust IV ("Colonial Trust") invests substantially all
of its assets in Municipal Money Portfolio. In that connection,
trustees and officers of Registrant have signed the registration
statement of Colonial Trust ("Colonial Registration Statement") on
behalf of Registrant insofar as the Colonial Registration
Statement relates to Colonial Fund, and Colonial Trust, on behalf
of Colonial Fund, has agreed to indemnify Registrant and its
trustees and officers against certain liabilities which may be
incurred by them.
<PAGE> 76
ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER.
Stein Roe & Farnham Incorporated (the "Adviser") is a wholly owned
subsidiary of SteinRoe Services Inc. ("SSI"), which is a wholly
owned subsidiary of Liberty Financial Companies, Inc. ("Liberty
Financial"), which is a majority owned subsidiary of LFC Holdings,
Inc., which is a wholly owned subsidiary of Liberty Mutual Equity
Corporation, which is a wholly owned subsidiary of Liberty Mutual
Insurance Company. The Adviser acts as investment adviser to
individuals, trustees, pension and profit-sharing plans,
charitable organizations, and other investors. In addition to
Registrant, it also acts as investment adviser to other investment
companies having different investment policies.
For a two-year business history of officers and directors of the
Adviser, please refer to the Form ADV of Stein Roe & Farnham
Incorporated and to the section of the statement of additional
information (part B) entitled "Investment Advisory Services."
Certain directors and officers of the Adviser also serve and have
during the past two years served in various capacities as
officers, directors, or trustees of SSI and of the Registrant,
Stein Roe Income Trust, Stein Roe Investment Trust, Stein Roe
Municipal Trust, Stein Roe Advisor Trust, Stein Roe Institutional
Trust, SteinRoe Trust, SteinRoe Variable Investment Trust and LFC
Utilities Trust, investment companies managed by the Adviser. A
list of such capacities is given below. (The listed entities are
located at South Wacker Drive, Chicago, Illinois 60606, except for
SteinRoe Variable Investment Trust which is located at 600
Atlantic Avenue, Boston, Massachusetts 02210, and LFC Utilities
Trust which is located at One Financial Center, Boston,
Massachusetts 02111.)
POSITION FORMERLY
HELD WITHIN
CURRENT POSITION PAST TWO YEARS
------------------- --------------
STEINROE SERVICES INC.
Gary A. Anetsberger Vice President
Timothy K. Armour Vice President
Jilaine Hummel Bauer Vice President; Secretary
Kenneth J. Kozanda Vice President; Treasurer
Kenneth R. Leibler Director
C. Allen Merritt, Jr. Director
Hans P. Ziegler Director, President,
Chairman Vice Chairman
SR&F BASE TRUST
Gary A. Anetsberger Senior Vice-President Controller
Timothy K. Armour President; Trustee
Jilaine Hummel Bauer Executive Vice-President;
Secretary
Ann H. Benjamin Vice-President
Thomas W. Butch Executive Vice-President
Michael T. Kennedy Vice-President
Lynn C. Maddox Vice-President
Jane M. Naeseth Vice-President
Thomas P. Sorbo Vice-President
Hans P. Ziegler Executive Vice-President
<PAGE> 77
STEIN ROE INCOME TRUST
Gary A. Anetsberger Senior Vice-President Controller
Timothy K. Armour President; Trustee
Jilaine Hummel Bauer Executive Vice-President;
Secretary
Ann H. Benjamin Vice-President
Thomas W. Butch Executive Vice-President Vice-President
Philip J. Crosley Vice President
Michael T. Kennedy Vice-President
Steven P. Luetger Vice-President
Lynn C. Maddox Vice-President
Anne E. Marcel Vice President
Jane M. Naeseth Vice-President
Thomas P. Sorbo Vice-President
Hans P. Ziegler Executive Vice-President
STEIN ROE INVESTMENT TRUST
Gary A. Anetsberger Senior Vice-President Controller
Timothy K. Armour President; Trustee
Jilaine Hummel Bauer Executive Vice-President;
Secretary
Bruno Bertocci Vice-President
David P. Brady Vice-President
Thomas W. Butch Executive Vice-President Vice-President
Daniel K. Cantor Vice-President
E. Bruce Dunn Vice-President
Erik P. Gustafson Vice-President
David P. Harris Vice-President
Harvey B. Hirschhorn Vice-President
Eric S. Maddix Vice-President
Lynn C. Maddox Vice-President
Anne E. Marcel Vice President
Richard B. Peterson Vice-President
Gloria J. Santella Vice-President
Thomas P. Sorbo Vice-President
Hans P. Ziegler Executive Vice-President
STEIN ROE MUNICIPAL TRUST
Gary A. Anetsberger Senior Vice-President Controller
Timothy K. Armour President; Trustee
Jilaine Hummel Bauer Executive Vice-President;
Secretary
Thomas W. Butch Executive Vice-President Vice-President
Joanne T. Costopoulos Vice-President
Lynn C. Maddox Vice-President
Anne E. Marcel Vice President
M. Jane McCart Vice-President
Thomas P. Sorbo Vice-President
Hans P. Ziegler Executive Vice-President
<PAGE> 77
STEINROE VARIABLE
INVESTMENT TRUST
Gary A. Anetsberger Treasurer
Timothy K. Armour Vice President
Jilaine Hummel Bauer Vice President
Ann H. Benjamin Vice President
E. Bruce Dunn Vice President
Erik P. Gustafson Vice President
Harvey B. Hirschhorn Vice President
Michael T. Kennedy Vice President
Jane M. Naeseth Vice President
Richard B. Peterson Vice President
LFC UTILITIES TRUST
Gary A. Anetsberger Vice President
Ophelia L. Barsketis Vice President
Deborah A. Jansen Vice President
STEIN ROE ADVISOR TRUST
Gary A. Anetsberger Senior Vice-President
Timothy K. Armour President; Trustee
Jilaine Hummel Bauer Executive V-P; Secretary
Bruno Bertocci Vice-President
David P. Brady Vice-President
Thomas W. Butch Executive Vice-President Vice-President
Daniel K. Cantor Vice-President
Philip J. Crosley Vice-President
E. Bruce Dunn Vice-President
Erik P. Gustafson Vice-President
David P. Harris Vice-President
Harvey B. Hirschhorn Vice-President
Eric S. Maddix Vice-President
Lynn C. Maddox Vice-President
Anne E. Marcel Vice-President
Richard B. Peterson Vice-President
Gloria J. Santella Vice-President
Thomas P. Sorbo Vice-President
Hans P. Ziegler Executive Vice-President
STEIN ROE INSTITUTIONAL TRUST AND STEIN ROE TRUST
Gary A. Anetsberger Senior Vice-President
Timothy K. Armour President; Trustee
Jilaine Hummel Bauer Executive V-P; Secretary
Ann H. Benjamin Vice-President
Thomas W. Butch Executive Vice-President Vice-President
Philip J. Crosley Vice-President
Michael T. Kennedy Vice-President
Steven P. Luetger Vice-President
Lynn C. Maddox Vice-President
Anne E. Marcel Vice-President
Jane M. Naeseth Vice-President
Thomas P. Sorbo Vice-President
Hans P. Ziegler Executive Vice-President
<PAGE> 79
ITEM 29. PRINCIPAL UNDERWRITERS.
Inapplicable.
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS.
Jilaine Hummel Bauer
Executive Vice-President and Secretary
SR&F Base Trust
One South Wacker Drive
Chicago, Illinois 60606.
ITEM 31. MANAGEMENT SERVICES.
None.
ITEM 32. UNDERTAKINGS.
Inapplicable.
<PAGE> 80
SIGNATURES
Pursuant to the requirements of the Investment Company Act of
1940, the Registrant has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chicago and State of Illinois on the
28th day of February, 1997.
SR&F BASE TRUST
By TIMOTHY K. ARMOUR
Timothy K. Armour
Trustee and President
<PAGE> 81
SR&F BASE TRUST
INDEX TO EXHIBITS FILED WITH THIS REGISTRATION STATEMENT
Exhibit
Number Description
- -------- ------------------------------------------------------
11 Consent of Ernst & Young LLP
17 Financial Data Schedule as of June 30, 1996 for SR&F
Municipal Money Market Portfolio
EXHIBIT 11
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption
"Independent Auditors" and to the use of our report dated
August 8, 1996 with respect to SR&F Municipal Money Market
Portfolio in the Registration Statement (Form N-1A) of SR&F
Base Trust, filed with the Securities and Exchange Commission
in this Amendment No. 7 to the Registration Statement under
the Investment Company Act of 1940 (Registration No. 811-
7996).
ERNST & YOUNG LLP
Chicago, Illinois
February 27, 1997
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 2
<NAME> SR&F MUNICIPAL MONEY MARKET PORTFOLIO
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-END> JUN-30-1996
<INVESTMENTS-AT-COST> 149,374
<INVESTMENTS-AT-VALUE> 149,374
<RECEIVABLES> 2,283
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 9
<TOTAL-ASSETS> 151,666
<PAYABLE-FOR-SECURITIES> 8,702
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 36
<TOTAL-LIABILITIES> 8,738
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 142,928
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 4,402
<OTHER-INCOME> 0
<EXPENSES-NET> 348
<NET-INVESTMENT-INCOME> 4,054
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 0
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 241,616
<NUMBER-OF-SHARES-REDEEMED> (102,742)
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 138,874
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 290
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 348
<AVERAGE-NET-ASSETS> 153,207
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0.30
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
