1940 Act File No. 811-7996
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 10 [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)
1-800-338-2550
(Registrant's Telephone Number, Including Area Code)
Heidi J. Walter Cameron S. Avery
Vice-President and Bell, Boyd & Lloyd
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)
<PAGE> 2
EXPLANATORY NOTE
This Registration Statement has been filed by the Registrant
pursuant to Section 8(b) of the Investment Company Act of 1940
("1940 Act"). 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 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, 13
series of Base Trust are authorized and outstanding.
The series of Base Trust are referred to collectively as the
"Portfolios." SR&F Municipal Money Portfolio and SR&F High-Yield
Municipals Portfolio are referred to collectively as the
"Municipal Portfolios"; SR&F Intermediate Bond Portfolio, SR&F
Income Portfolio and SR&F High Yield Portfolio are referred to
collectively as the "Bond Portfolios"; and 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, and SR&F International Portfolio
are referred to collectively as the "Equity Portfolios."
Throughout this registration statement, information concerning the
respective Portfolios is incorporated by reference to the
prospectuses and statements of additional information ("SAIs")
contained in the Registration Statements on Form N-1A relating to
shares of the respective feeder funds that invest all of their
assets in such Portfolios (each a "Feeder Fund") as follows:
<TABLE>
Portfolio Feeder Fund Registration Statement
- -------------------------------------------------------------------------------------
<S> <C> <C>
SR&F Municipal Money Stein Roe Municipal Money Stein Roe Municipal Trust,
Market Portfolio Market Fund 1933 Act File No. 2-99356,
SR&F High-Yield Municipals Stein Roe High-Yield 1940 Act File No. 811-4367,
Portfolio Municipals Fund CIK 0000773757
- -------------------------------------------------------------------------------------
SR&F Cash Reserves Portfolio Stein Roe Cash Reserves Fund Stein Roe Income Trust,
SR&F Intermediate Bond Stein Roe Intermediate 1933 Act File No. 33-02633,
Portfolio Bond Fund 1940 Act File No. 811-4552,
SR&F Income Portfolio Stein Roe Income Fund CIK 0000787491
SR&F High Yield Portfolio Stein Roe High Yield Fund
- --------------------------------------------------------------------------------------
SR&F Balanced Portfolio Stein Roe Balanced Fund Stein Roe Investment Trust,
SR&F Growth & Income Stein Roe Growth & 1933 Act File No. 33-11351,
Portfolio Income Fund 1940 Act File No. 811-4978,
SR&F Growth Stock Portfolio Stein Roe Growth Stock Fund CIK 0000809558
SR&F Growth Investor Stein Roe Young Investor
Portfolio Fund
SR&F Special Portfolio Stein Roe Special Fund
SR&F Special Venture Stein Roe Special Venture
Portfolio Fund
SR&F International Portfolio Stein Roe International Fund
- --------------------------------------------------------------------------------------
</TABLE>
<PAGE> 4
OBJECTIVES AND BASIC INVESTMENT STRATEGY, RISK FACTORS, INVESTMENT
RESTRICTIONS
Registrant incorporates by reference information concerning each
Portfolio's investment objectives, investment practices and risk
factors associated with investments in the Portfolio in the
sections entitled "Investment Policies," "Investment Objectives
and Strategies," "Investment Restrictions," and "Risks and
Investment Considerations" in the prospectus of its Feeder Fund.
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.
ADVISER
Base Trust has retained the services of Stein Roe & Farnham
Incorporated ("Stein Roe"), One South Wacker Drive, Chicago,
Illinois 60606, as investment adviser and administrator of each
Portfolio. Stein Roe is responsible for the investment management
and administration of each Portfolio, subject to the direction of
the Board of Trustees. Stein Roe is registered as an investment
adviser under the Investment Advisers Act of 1940. Stein Roe was
organized in 1986 to succeed to the business of Stein Roe &
Farnham, a partnership that had advised and managed mutual funds
since 1949. Stein Roe is a wholly owned indirect subsidiary of
Liberty Financial Companies, Inc. ("Liberty Financial"), which in
turn is a majority owned indirect subsidiary of Liberty Mutual
Insurance Company.
Stein Roe's mutual funds and institutional asset management
businesses are managed together with its affiliate, Colonial
Management Associates, Inc. ("CMA"). A single management team
includes employees of each company. CMA is a registered
investment adviser serving mutual funds and institutions. Certain
officers of CMA also are officers of Stein Roe in their roles as
managers of the combined business. CMA shares personnel,
facilities and systems with Stein Roe that Stein Roe uses in
providing services to the Portfolios.
INVESTOR SERVICES
SteinRoe Services Inc. ("SSI"), One South Wacker Drive, Chicago,
Illinois 60606, a wholly owned indirect subsidiary of Liberty
Financial, provides certain investor accounting and recordkeeping
services to each Portfolio.
PORTFOLIO MANAGERS
Veronica M. Wallace, manager of SR&F Municipal Money Portfolio
since its inception in 1995, has been a vice president of Stein
Roe since March 1998 and was formerly a trader in taxable money
market instruments for Stein Roe.
Maureen G. Newman is portfolio manager of SR&F High-Yield
Municipals Portfolio effective November 1, 1998. Ms. Newman is
jointly employed by CMA and Stein Roe (each of which is an
indirect wholly owned subsidiary of Liberty Financial). She has
managed tax-exempt funds for CMA since May 1996. Prior to joining
CMA, Ms. Newman
<PAGE> 5
was a portfolio manager and bond analyst at Fidelity Investments from
May 1985 to May 1996.
Jane M. Naeseth, manager of SR&F Cash Reserves Portfolio since its
inception in 1998, is a senior vice president of Stein Roe.
Michael T. Kennedy, manager of SR&F Intermediate Bond Portfolio
since its inception in 1998, is a senior vice president of Stein
Roe.
Stephen F. Lockman, manager of SR&F High Yield Portfolio since
1997 and SR&F Income Portfolio since its inception in 1998, is a
senior vice president of Stein Roe and has been employed by Stein
Roe since January 1994. He served as a portfolio manager for the
Illinois State Board of Investment from 1987 to 1994.
Harvey B. Hirschhorn, manager of SR&F Balanced Portfolio since its
inception in 1997, is executive vice president and chief economist
and investment strategist of Stein Roe.
Daniel K. Cantor, manager of SR&F Growth & Income Portfolio since
its inception in 1997, is a senior vice president of Stein Roe.
Erik P. Gustafson and David P. Brady have been co-managers of SR&F
Growth Investor Portfolio since its inception in 1997. Mr.
Gustafson is a senior vice president of Stein Roe and Mr. Brady is
a vice president of Stein Roe. SR&F Growth Stock Portfolio has
been managed by Mr. Gustafson since its inception in 1997.
M. Gerard Sandel has been manager of SR&F Special Portfolio and
senior vice president of Stein Roe since July 1997. Prior to
joining Stein Roe, Mr. Sandel was vice president of M&I Investment
Management Corporation.
Portfolio managers for SR&F Special Venture Portfolio since
October 1998 are James P. Haynie and Michael E. Rega, who are
jointly employed by CMA and Stein Roe. Mr. Haynie has managed or
co-managed the Colonial Small Cap Value Fund since 1993. Mr. Rega
has been employed by CMA as an analyst since 1993 and has co-
managed the Colonial Small Cap Value Fund and another Colonial
equity fund since 1996.
Portfolio manager for SR&F International Portfolio since October
1998, Gita Rao is jointly employed by CMA and Stein Roe. Ms. Rao,
has co-managed the Colonial Global Equity Fund and the Colonial
International Horizons Fund since 1996. Prior to joining the CMA
in 1995, Ms. Rao was a research analyst at Fidelity Management &
Research Company, and a Vice President in the equity research
group at Kidder, Peabody and Company.
FEES AND EXPENSES
In return for its services, Stein Roe receives a monthly
management fee from each Portfolio, computed and accrued daily.
The annualized rates of fees are as follows:
<PAGE> 6
Annual Management Fee
Portfolio (as a percentage of average net assets)
- ------------------------- --------------------------------------
SR&F Municipal Money Portfolio 0.25%
SR&F High-Yield Municipals
Portfolio 0.45% up to $100 million, , 0.425%
next $100 million, 0.40% thereafter
SR&F Cash Reserves Portfolio 0.25% up to $500 million, 0.225%
thereafter
SR&F Intermediate Bond
Portfolio 0.350%
SR&F Income Portfolio 0.50% up to $100 million, 0.475%
thereafter
SR&F High Yield Portfolio 0.50% up to $500 million, 0.475%
thereafter
SR&F Balanced Portfolio 0.55% up to $500 million, 0.50%
next $500 million, 0.45% thereafter
SR&F Growth & Income Portfolio 0.60% up to $500 million, 0.55%
next $500 million, 0.50% thereafter
SR&F Growth Stock Portfolio 0.60% up to $500 million, 0.55%
next $500 million, 0.50% thereafter
SR&F Growth Investor Portfolio 0.60% up to $500 million, 0.55%
next $500 million, 0.50% thereafter
SR&F Special Portfolio 0.75% up to $500 million, 0.70%
next $500 million, 0.65% next $500
million, 0.60% thereafter
SR&F Special Venture Portfolio 0.75%
SR&F International Portfolio 0.85%
Under a separate agreement with Base Trust, Stein Roe provides
certain accounting and bookkeeping services to each Portfolio,
including computation of net asset value and calculation of net
income and capital gains and losses on disposition of assets.
PORTFOLIO TRANSACTIONS
Stein Roe places the orders for the purchase and sale of portfolio
securities and any options and futures transactions. In doing so,
Stein Roe seeks to obtain the best combination of price and
execution, which involves a number of judgmental factors. Stein
Roe may use both its own trading facilities and those of CMA to
place orders for the purchase and sale of portfolio securities for
certain Portfolios. For trades placed through CMA, in selecting
broker-dealers, Stein Roe may direct CMA to consider research and
brokerage services furnished to Stein Roe.
CUSTODIAN
State Street Bank and Trust Company, 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
<PAGE> 7
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 13 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 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 Internal Revenue
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'
<PAGE> 8
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 of 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.
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.
The Portfolios and SteinRoe Services Inc. reserve the right to
cease accepting investments at any time or to reject any
investment order.
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 regular session 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"); the net asset value
of SR&F Cash Reserves Portfolio is also determined at 11:00 a.m.,
Central time, on any such day. Net asset value is determined by
dividing the difference between the 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.
<PAGE> 9
Registrant incorporates by reference information on the valuation
of portfolio securities from "Net Asset Value" in each Feeder
Fund's prospectus.
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 servicing 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 1940 Act
if an emergency exists.
ITEM 9. PENDING LEGAL PROCEEDINGS.
- ----------------------------------
None.
<PAGE> 10
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 October 30, 1998
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.
- ----------------------------
Item 12. General Information and History.....................10
Item 13. Investment Objective and Policies...................10
Item 14. Management of Base Trust............................10
Item 15. Control Persons and Principal Holders of Securities.13
Item 16. Investment Management and Administrative Services...13
Item 17. Brokerage Allocation and Other Practices............14
Item 18. Capital Stock and Other Securities..................14
Item 19. Purchase, Redemption, and Pricing of Securities.....16
Item 20. Tax Status..........................................16
Item 21. Underwriters........................................17
Item 22. Calculation of Performance Data.....................18
Item 23. Financial Statements................................18
ITEM 12. GENERAL INFORMATION AND HISTORY.
- -----------------------------------------
Not applicable.
ITEM 13. INVESTMENT OBJECTIVES AND POLICIES.
- ---------------------------------------------
Part A, Item 4 contains additional information about the
investment objectives and policies of each Portfolio. This Part B
should be read in conjunction with Part A. Capitalized terms in
this Part B and not otherwise defined have the meanings given to
them in Part A.
Registrant incorporates by reference additional information
concerning the investment policies of each Portfolio as well as
information concerning the investment restrictions of the
Portfolio from "Investment Policies," "Portfolio Investments and
Strategies," "and "Investment Restrictions" in the SAI relating to
its Feeder Fund.
ITEM 14. MANAGEMENT OF BASE TRUST.
- -----------------------------------
The officers and trustees of Base Trust are listed below.
<TABLE>
<CAPTION>
Position(s) held Principal occupation(s)
Name with Base Trust during past five years
- ------------------ ------------------------ -----------------------------------
<S> <C> <C>
William D. Andrews, 51 (4) Executive Vice-President Executive vice president of Stein Roe
& Farnham Incorporated (the
"Adviser")
Gary A. Anetsberger, 42 Senior Vice-President Chief financial officer and chief
administrative officer of the Mutual
Funds division of Stein Roe; senior
vice president of Stein Roe since April
1996; vice president of Stein Roe prior thereto
<PAGE> 11
William W. Boyd, 71 (2)(3) Trustee Chairman and director of Sterling Plumbing
(manufacturer of plumbing products)
Thomas W. Butch, 41 (1)(2) Trustee; President President of the Mutual Funds division of Stein
Roe since March 1998; senior vice president of
Stein Roe from Sept. 1994 to March 1998; first
vice president, corporate communications, of
Mellon Bank Corporation prior thereto
Kevin M. Carome, 42 Vice-President; Associate general counsel and (since Feb. 1995) vice
Assistant Secretary president of Liberty Financial; general counsel
and secretary of Stein Roe since Jan. 1998
Lindsay Cook, 46 (1) Trustee Executive vice president of Liberty Financial
since March 1997; senior vice president prior thereto
Douglas A. Hacker, 42 (3) Trustee Senior vice president and chief financial officer
of UAL, Inc. (airline) since July 1994; senior vice
president - finance of UAL, Inc. prior thereto
Loren A. Hansen, 50 Executive Vice-President Chief investment officer/equity of Colonial
Management Associates, Inc. since 1997; executive
vice president of Stein Roe since Dec. 1995; vice
president of The Northern Trust (bank) prior thereto
Janet Langford Kelly,40(3) Trustee Senior vice president, secretary and general counsel
of Sara Lee Corporation (branded, packaged, consumer-
products manufacturer) since 1995; partner of Sidley &
Austin (law firm) prior thereto
Charles R. Nelson, 56 (3) Trustee Van Voorhis Professor of Political Economy of the
University of Washington
Nicolette D. Parrish, 48 Vice-President; Senior legal assistant for Stein Roe
Assistant Secretary
Sharon R. Robertson, 36 Controller Accounting manager for Stein Roe's Mutual Funds
division
Janet B. Rysz, 42 Assistant Secretary Assistant secretary of Stein Roe
Thomas C. Theobald, 61 (3) Trustee Managing director of William Blair Capital Partners
(private equity fund) since 1994; chief executive
officer and chairman of the Board of Directors of
Continental Bank Corporation prior thereto
Scott E. Volk, 27 Treasurer Financial reporting manager for Stein Roe's Mutual
Funds division since Oct. 1997; senior auditor with
Ernst & Young LLP from Sept. 1993 to April 1996 and
from Oct. 1996 to Sept. 1997; financial analyst with
John Nuveen & Company Inc. from May 1996 to Sept. 1996
Heidi J. Walter, 31 Vice-President;Secretary Vice President of Stein Roe since March 1998; senior
legal counsel for Stein Roe since Feb. 1998; legal
counsel for Stein Roe from March 1995 to Jan. 1998;
associate with Beeler Schad & Diamond PC (law firm),
prior thereto
Hans P. Ziegler, 57 Executive Vice-President Chief executive officer of Stein Roe since May, 1994;
president of the Investment Counsel division of Stein
Roe prior thereto
<PAGE> 12
Margaret O. Zwick, 32 Assistant Treasurer Project manager for Stein Roe since April 1997;
compliance manager, August 1995 to April 1997;
compliance accountant, January 1995 to July 1995;
section manager, January 1994 to January 1995;
supervisor prior thereto
<FN>
- ---------
(1) Trustee who is an "interested person" of Base Trust and of
Stein Roe, as defined in the 1940 Act.
(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, Stein Roe Trust, Stein Roe Floating Rate Income Trust,
Stein Roe Institutional Floating Rate Income Trust and Stein Roe
Floating Rate Limited Liability Company, other investment
companies managed by Stein Roe. The address 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. 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 Stein Roe 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 Stein Roe are paid an annual retainer plus an attendance
fee for each meeting of the Board or standing committee thereof
attended. Base Trust has no retirement or pension plan. The
following table sets forth compensation paid during the year ended
June 30, 1998 to the trustees:
Compensation from the
Stein Roe Fund Complex*
-----------------------
Aggregate Compensation Total Average
Name of Trustee from the Trust Compensation Per Series
- ------------------- -------------------- ------------ ----------
Timothy K. Armour** -0- -0- -0-
Thomas W. Butch** -0- -0- -0-
Lindsay Cook -0- -0- -0-
Kenneth L. Block** $14,550 $ 49,000 $1,114
William W. Boyd 42,902 124,552 2,831
Douglas A. Hacker 42,598 120,198 2,732
Janet Langford Kelly 40,000 117,000 2,659
Francis W. Morley** 14,550 49,000 1,114
Charles R. Nelson 42,552 124,202 2,823
Thomas C. Theobald 42,598 120,198 2,732
___________________
* At June 30, 1998, the Stein Roe Fund Complex consisted of 13
series of Base Trust, four series of Stein Roe Income Trust,
one series of Stein Roe Trust, four series of Stein Roe
Municipal Trust, 11 series of Stein Roe Investment Trust, 10
series of Stein Roe Advisor Trust, and one series of Stein Roe
Institutional Trust.
**Messrs. Block and Morley retired as trustees on Dec. 31, 1997.
Mr. Armour resigned as a trustee and Mr. Butch was elected a
trustee on April 14, 1998.
<PAGE> 13
ITEM 15. CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES.
- --------------------------------------------------------------
As of September 30, 1998, the only persons known by Base Trust to
own of record or "beneficially" 5% or more of the outstanding
interests of a Portfolio within the definition of that term as
contained in Rule 13d-3 under the Securities Exchange Act of 1934
were as follows:
Percentage of
Outstanding
Name Portfolio Interests Held
- --------------------------------- ----------------------- -------------
Colonial Municipal Money Market
Fund SR&F Municipal Money Portfolio 11.67%
Stein Roe Municipal Money
Market Fund SR&F Municipal Money Portfolio 88.33
Stein Roe High-Yield Municipals SR&F High-Yield
Fund Municipals Portfolio 99.39
Colonial Money Market Fund SR&F Cash Reserves Portfolio 34.34
Stein Roe Cash Reserves Fund SR&F Cash Reserves Portfolio 65.66
Stein Roe Intermediate Bond Fund SR&F Intermediate Bond Portfolio 99.24
Stein Roe Income Fund SR&F Income Portfolio 99.98
Stein Roe Institutional Client
High Yield Fund SR&F High Yield Portfolio 50.64
Stein Roe High Yield Fund SR&F High Yield Portfolio 47.71
Stein Roe Growth & Income Fund SR&F Growth & Income Portfolio 99.43
Stein Roe International Fund SR&F International Portfolio 99.75
Stein Roe Young Investor Fund SR&F Growth Investor Portfolio 94.94
Stein Roe Advisor Young
Investor Fund SR&F Growth Investor Portfolio 5.06
Stein Roe Special Venture Fund SR&F Special Venture Portfolio 99.93
Stein Roe Balanced Fund SR&F Balanced Portfolio 99.95
Stein Roe Growth Stock Fund SR&F Growth Stock Portfolio 84.17
Stein Roe Advisor Growth
Stock Fund SR&F Growth Stock Portfolio 15.83
Stein Roe Special Fund SR&F Special Portfolio 99.98
The address of Colonial Municipal Money Market Fund and Colonial
Money Market Fund is One Financial Center, Boston, Massachusetts
02111, and the address of the other Funds is One South Wacker
Drive, Chicago, Illinois 60606.
ITEM 16. INVESTMENT MANAGEMENT AND ADMINISTRATIVE SERVICES.
- ------------------------------------------------------------
Registrant incorporates by reference information concerning
investment advisory and other services provided to each Portfolio
from "Investment Advisory Services," "Custodian," and "Transfer
Agent" in the SAI relating to its Feeder Fund.
BOOKKEEPING AND ACCOUNTING AGREEMENT
Pursuant to a separate agreement with Base Trust, Stein Roe
receives a fee for performing certain bookkeeping and accounting
services for each Portfolio. For these services, Stein Roe
receives an annual fee of $25,000 plus .0025 of 1% of average net
assets over $50 million. The tables below show fees paid under
this agreement by the Portfolios over the last three fiscal years:
Year Ended Year Ended Year Ended
Portfolio 6/30/98 6/30/97 6/30/96
- ------------------------------- ---------- ---------- ----------
SR&F Municipal Money Portfolio $27,339 $27,274 $20,746
SR&F High-Yield Municipals
Portfolio 13,135 N/A N/A
SR&F Cash Reserves Portfolio 13,248 N/A N/A
SR&F Intermediate Bond Portfolio 13,960 N/A N/A
SR&F Income Portfolio 14,192 N/A N/A
SR&F High Yield Portfolio 25,338 16,664 N/A
<PAGE> 14
Year Ended Year Ended Year Ended
Portfolio 6/30/97 6/30/96 6/30/95
- ------------------------------- ---------- ---------- ----------
Balanced Portfolio $20,314 N/A N/A
Growth & Income Portfolio 20,935 N/A N/A
Growth Stock Portfolio 24,844 N/A N/A
Growth Investor Portfolio 22,443 N/A N/A
Special Portfolio 35,230 N/A N/A
Special Venture Portfolio 19,000 N/A N/A
International Portfolio 18,344 N/A N/A
INDEPENDENT AUDITORS
The independent auditors for SR&F Cash Reserves Portfolio, the
Municipal Portfolios and the Bond Portfolios 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.
- --------------------------------------------------
Registrant incorporates by reference information concerning the
brokerage practices of each Portfolio from "Portfolio
Transactions" in the SAI relating to its Feeder Fund.
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, 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
its 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 1940 Act. 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
<PAGE> 15
are voted in the aggregate when required by
the 1940 Act 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 common law 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.
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.
<PAGE> 16
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.
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.
Each of SR&F Cash Reserves Portfolio and SR&F Municipal Money
Portfolio values its portfolio by the "amortized cost method" by
which it attempts to maintain the net asset values of its Feeder
Funds at $1.00 per share. Registrant incorporates by reference
"Additional Information on the Determination of Net Asset Value"
in the SAIs relating to the Feeder Funds of such Portfolios.
ITEM 20. TAX STATUS.
- ---------------------
Base Trust is organized as a common law trust under the laws of
the Commonwealth of Massachusetts. Under the anticipated method
of operation, 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 gains in determining its income tax liability. The
<PAGE> 17
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 SR&F Cash Reserves Portfolio, each
Municipal Portfolio and each Bond 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.
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 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. For certain
Portfolios with fiscal years beginning before August 5, 1997,
gains realized on the sale or other disposition of any of the
following held for 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.
Registrant incorporates by reference information concerning taxes
for each Portfolio from "Additional Income Tax Considerations" in
the SAI relating to its Feeder Fund.
ITEM 21. UNDERWRITERS.
- -----------------------
Inapplicable.
<PAGE> 18
ITEM 22. CALCULATION OF PERFORMANCE DATA.
- ------------------------------------------
Inapplicable.
ITEM 23. FINANCIAL STATEMENTS.
- -------------------------------
SR&F Municipal Money Portfolio, SR&F High-Yield Municipals
Portfolio, SR&F Cash Reserves Portfolio, SR&F Intermediate Bond
Portfolio, SR&F Income Portfolio, and SR&F High-Yield Portfolio.
Please refer to the Financial Statements (investments as of June
30, 1998, statements of assets and liabilities as of June 30,
1998, statements of operations and statements of changes in net
assets for the period ended June 30, 1998, and notes thereto) and
reports of independent auditors, which are contained in the June
30, 1998 annual reports of their respective Feeder Funds
SR&F Balanced Portfolio, SR&F Growth & Income Portfolio, SR&F
Growth Stock Portfolio, SR&F Special Portfolio, SR&F Special
Venture Portfolio, SR&F Growth Investor Portfolio, SR&F
International Portfolio. Please refer to (1) the audited
Financial Statements (investments as of Sept. 30, 1997, balance
sheets as of Sept. 30, 1997, statements of operations and
statements of changes in net assets for the period ended Sept. 30,
1997, and notes thereto) and reports of independent public
accountants, which are contained in the Sept. 30, 1997 annual
reports of their respective Feeder Funds; and (2) the unaudited
Financial Statements (investments as of March 31, 1998, balance
sheets as of March 31, 1998, statements of operations and
statements of changes in net assets for the period ended March 31,
1998, and notes thereto), which are contained in the March 31,
1998 semiannual reports of their respective Feeder Funds.
The Financial Statements (but no other material from the reports)
are incorporated herein by reference. The reports may be obtained
at no charge by telephoning 800-338-2550.
<PAGE> 19
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:
A. SR&F Municipal Money Portfolio, SR&F High-Yield
Municipals Portfolio, SR&F Cash Reserves Portfolio, SR&F
Intermediate Bond Portfolio, SR&F Income Portfolio, and
SR&F High Yield Portfolio: Financial Statements
(investments as of June 30, 1998, statements of assets
and liabilities as of June 30, 1998, statements of
operations for the period ended June 30, 1998, and
statements of changes in net assets for the periods
ended June 30, 1998, and notes thereto) and reports of
independent auditors are incorporated by reference to
the June 30, 1998 annual reports of their respective
Feeder Funds.
B. SR&F Balanced Portfolio, SR&F Growth & Income Portfolio,
SR&F Growth Stock Portfolio, SR&F Special Portfolio,
SR&F Special Venture Portfolio, SR&F Growth Investor
Portfolio, SR&F International Portfolio:
(1) Audited Financial Statements (investments as of
Sept. 30, 1997, balance sheets as of Sept. 30, 1997,
statements of operations and statements of changes
in net assets for the period ended Sept. 30, 1997,
and notes thereto) and reports of independent public
accountants are incorporated by reference to the
Sept. 30, 1997 annual reports of their respective
Feeder Funds.
(2) Unaudited Financial Statements (investments as of
March 31, 1998, balance sheets as of March 31, 1998,
statements of operations and statements of changes
in net assets for the period ended March 31, 1998,
and notes thereto) are incorporated by reference to
the March 31, 1998 semiannual reports of their
respective Feeder Funds.
(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 1940 Act, 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. (a) By-Laws of Registrant. (Exhibit 2 to Amendment No. 2
to Registration Statement.)*
(b) Amendment to By-Laws dated 2/4/98.
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.)*
<PAGE> 20
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. Consents of Ernst & Young LLP and Arthur Andersen LLP.
12. Inapplicable pursuant to Instruction F.4 of Form N-1A.
13. Inapplicable.
14. Inapplicable.
15. Inapplicable.
16. Inapplicable.
17. Financial data schedules:
(a) SR&F Municipal Money Market Portfolio.
(b) SR&F Growth & Income Portfolio.
(c) SR&F International Portfolio.
(d) SR&F Growth Investor Portfolio.
(e) SR&F Special Venture Portfolio.
(f) SR&F Balanced Portfolio.
(g) SR&F Growth Stock Portfolio.
(h) SR&F Special Portfolio.
(i) SR&F High Yield Portfolio.
(j) SR&F Intermediate Bond Portfolio
(k) SR&F Income Portfolio
(l) SR&F High-Yield Municipals Portfolio
(m) SR&F Cash Reserves Portfolio
18. Inapplicable
________________________________
*Incorporated by reference.
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 as
Title of Class of 9/1/98
- ---------------------------------- --------------------------
SR&F Municipal Money Market Portfolio 2
SR&F Growth & Income Portfolio 2
SR&F High-Yield Municipals Portfolio 2
SR&F Growth Stock Portfolio 2
SR&F Cash Reserves Portfolio 2
SR&F Growth Investor Portfolio 2
SR&F Intermediate Bond Portfolio 2
SR&F Special Portfolio 2
SR&F Income Portfolio 2
SR&F Special Venture Portfolio 2
SR&F High Yield Portfolio 3
SR&F International Portfolio 2
SR&F Balanced Portfolio 2
<PAGE> 21
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 Stein Roe, 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 SR&F 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.
ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER.
- ---------------------------------------------------------------
Stein Roe 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. Stein Roe
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 Stein
Roe, please refer to the Form ADV of Stein Roe & Farnham
Incorporated and to the section of the SAI (part B) entitled
"Investment Management and Administrative Services."
Certain directors and officers of Stein Roe 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, Stein Roe Trust, SteinRoe Variable Investment Trust,
Liberty Variable Investment Trust and LFC Utilities Trust,
investment companies managed by Stein Roe. A list of such
capacities is given below. (The listed entities are located at
<PAGE> 22
One South Wacker Drive, Chicago, Illinois 60606, except for SteinRoe
Variable Investment Trust and Liberty Variable Investment Trust
which are 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
Kenneth J. Kozanda Vice President; Treasurer
Kenneth R. Leibler Director
C. Allen Merritt, Jr. Director; Vice President
Heidi J. Walter Vice President; Secretary
Hans P. Ziegler Director; President; Chairman
SR&F BASE TRUST
William D. Andrews Executive Vice-President
Gary A. Anetsberger Sr. Vice-President Treasurer
Thomas W. Butch President; Trustee Executive V-P
Kevin M. Carome Vice-President; Asst. Secy.
Loren A. Hansen Executive Vice-President
Heidi J. Walter Vice-President; Secretary
Hans P. Ziegler Executive Vice-President
STEIN ROE INCOME TRUST; STEIN ROE INSTITUTIONAL TRUST; AND
STEIN ROE TRUST
William D. Andrews Executive Vice-President
Gary A. Anetsberger Sr. Vice-President Treasurer
Thomas W. Butch President; Trustee Exec. V-P; V-P
Kevin M. Carome Vice-President; Asst. Secy.
Loren A. Hansen Executive Vice-President
Michael T. Kennedy Vice-President
Stephen F. Lockman Vice-President
Steven P. Luetger Vice-President
Lynn C. Maddox Vice-President
Jane M. Naeseth Vice-President
Heidi J. Walter Vice-President; Secretary
Hans P. Ziegler Executive Vice-President
STEIN ROE INVESTMENT TRUST
William D. Andrews Executive Vice-President
Gary A. Anetsberger Sr. Vice-President Treasurer
David P. Brady Vice-President
Thomas W. Butch President; Trustee Exec. V-P; V-P
Daniel K. Cantor Vice-President
Kevin M. Carome Vice-President; Asst. Secy.
E. Bruce Dunn Vice-President
Erik P. Gustafson Vice-President
Loren A. Hansen Executive Vice-President
David P. Harris Vice-President
Harvey B. Hirschhorn Vice-President
Eric S. Maddix Vice-President
<PAGE> 23
Lynn C. Maddox Vice-President
Arthur J. McQueen Vice-President
M. Gerard Sandel Vice-President
Gloria J. Santella Vice-President
Heidi J. Walter Vice-President; Secretary
Hans P. Ziegler Executive Vice-President
STEIN ROE ADVISOR TRUST
William D. Andrews Executive Vice-President
Gary A. Anetsberger Sr. Vice-President Treasurer
David P. Brady Vice-President
Thomas W. Butch President; Trustee Exec. V-P; V-P
Daniel K. Cantor Vice-President
Kevin M. Carome Vice-President; Asst. Secy.
E. Bruce Dunn Vice-President
Erik P. Gustafson Vice-President
Loren A. Hansen Executive Vice-President
David P. Harris Vice-President
Harvey B. Hirschhorn Vice-President
Michael T. Kennedy Vice-President
Stephen F. Lockman Vice-President
Eric S. Maddix Vice-President
Lynn C. Maddox Vice-President
Arthur J. McQueen Vice-President
M. Gerard Sandel Vice-President
Gloria J. Santella Vice-President
Heidi J. Walter Vice-President; Secretary
Hans P. Ziegler Executive Vice-President
STEIN ROE MUNICIPAL TRUST
William D. Andrews Executive Vice-President
Gary A. Anetsberger Sr. Vice-President Treasurer
Thomas W. Butch President; Trustee Exec. V-P; V-P
Kevin M. Carome Vice-President; Asst. Secy.
Joanne T. Costopoulos Vice-President
Loren A. Hansen Executive Vice-President
Lynn C. Maddox Vice-President
Veronica M. Wallace Vice-President
Heidi J. Walter Vice-President; Secretary
Hans P. Ziegler Executive Vice-President
STEINROE VARIABLE INVESTMENT TRUST
Gary A. Anetsberger Treasurer
Kevin M. Carome Assistant Secretary
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
William M. Wadden IV Vice President
LFC UTILITIES TRUST
Gary A. Anetsberger Vice President
<PAGE> 24
Ophelia L. Barsketis Vice President
Deborah A. Jansen Vice President
LIBERTY VARIABLE INVESTMENT TRUST
Ophelia L. Barsketis Vice President
Deborah A. Jansen Vice President
Kevin M. Carome Vice President
STEIN ROE FLOATING RATE LIMITED LIABILITY COMPANY
William D. Andrews Executive Vice-President
Gary A. Anetsberger Senior Vice-President
Thomas W. Butch President; Manager
Kevin M. Carome Vice-President; Assistant Secretary
Loren A. Hansen Executive Vice-President
Heidi J. Walter Vice-President; Secretary
Hans P. Ziegler Executive Vice-President
STEIN ROE FLOATING RATE INCOME TRUST; STEIN ROE INSTITUTIONAL
FLOATING RATE INCOME TRUST
William D. Andrews Executive Vice-President
Gary A. Anetsberger Senior Vice-President
Thomas W. Butch President; Trustee
Kevin M. Carome Vice-President; Assistant Secretary
Brian W. Good Vice-President
James R. Fellows Vice-President
Loren A. Hansen Executive Vice-President
Heidi J. Walter Vice-President; Secretary
Hans P. Ziegler Executive Vice-President
ITEM 29. PRINCIPAL UNDERWRITERS.
- --------------------------------
Inapplicable.
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS.
- -------------------------------------------
Heidi J. Walter, 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> 25
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
30th day of October, 1998.
SR&F BASE TRUST
By: THOMAS W. BUTCH
Thomas W. Butch
Trustee and President
<PAGE> 26
SR&F BASE TRUST
INDEX TO EXHIBITS FILED WITH THIS REGISTRATION STATEMENT
Exhibit
Number Description
2(b) Amendment to By-Laws
11 Consents of Ernst & Young LLP and Arthur Andersen LLP
17 Financial data schedules:
(a) SR&F Municipal Money Market Portfolio
(b) SR&F Growth & Income Portfolio
(c) SR&F International Portfolio
(d) SR&F Growth Investor Portfolio
(e) SR&F Special Venture Portfolio
(f) SR&F Balanced Portfolio
(g) SR&F Growth Stock Portfolio
(h) SR&F Special Portfolio
(i) SR&F High Yield Portfolio
(j) SR&F Intermediate Bond Portfolio
(k) SR&F Income Portfolio
(l) SR&F High-Yield Municipals Portfolio
(m) SR&F Cash Reserves Portfolio
<PAGE>
CERTIFICATE
I, Nicolette D. Parrish, hereby certify that I am the
duly elected and acting Assistant Secretary of SR&F Base
Trust (the "Trust") and that the following is a true and
correct copy of a certain resolution duly adopted by
the Board of Trustees of the Trust at a meeting held in
accordance with the By-Laws on February 4, 1998, and that
such resolution is still in full force and effect:
RESOLVED, that Section 2.01 of the By-Laws is
amended and restated as follows:
Section 2.01. Number and Term of Office. The
Board of Trustees shall initially consist of the
initial sole Trustee, which number may be increased
or subsequently decreased by a resolution of a
majority of the entire Board of Trustees, provided
that the number of Trustees shall not be less than
one nor more than twenty-one. Each Trustee (whenever
selected) shall hold office until the next meeting of
shareholders called for the purposes of electing
Trustees and until his successor is elected and
qualified or until his earlier death, resignation, or
removal. Each Trustee shall retire on December 31 of
the year during which the Trustee becomes age 74.
The initial Trustee shall be the person designated in
the Declaration of Trust.
IN WITNESS WHEREOF, I have hereunto set my hand and the
seals of said Trust this 5th day of February, 1998.
NICOLETTE D. PARRISH
Assistant Secretary
(SEAL)
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption
"Independent Auditors" and to the incorporation by reference
of our reports dated August 7, 1998 with respect to SR&F
Cash Reserves Portfolio, and August 14, 1998 with respect to
SR&F Intermediate Bond Portfolio, SR&F Income Portfolio, SR&F
High Yield Portfolio, SR&F Municipal Money Market Portfolio
and SR&F High-Yield Municipals Portfolio in the Registration
Statement (Form N-1A) of SR&F Base Trust, filed with the
Securities and Exchange Commission in this Amendment No. 10
to the Registration Statement under the Investment Company
Act of 1940 (Registration No. 811-7996).
ERNST & YOUNG LLP
Chicago, Illinois
October 21, 1998
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
use of our reports dated November 7, 1997 and November 11,
1997, and to all references to our Firm included in or made a
part of this Registration Statement on Form N-1A of the SR&F
Base Trust, (comprising the SR&F Balanced Portfolio, SR&F
Growth & Income Portfolio, SR&F Growth Stock Portfolio, SR&F
Special Portfolio, SR&F Special Venture Portfolio, SR&F
International Portfolio and SR&F Growth Investor Portfolio).
ARTHUR ANDERSEN LLP
Chicago, Illinois
October 23, 1998
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 2
<NAME> SR&F MUNICIPAL MONEY MARKET PORTFOLIO
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-START> JUL-01-1997
<PERIOD-END> JUN-30-1998
<INVESTMENTS-AT-COST> 135,481
<INVESTMENTS-AT-VALUE> 135,481
<RECEIVABLES> 2,100
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 137,581
<PAYABLE-FOR-SECURITIES> 5,477
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 86
<TOTAL-LIABILITIES> 5,563
<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> 132,018
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 5,382
<OTHER-INCOME> 0
<EXPENSES-NET> 491
<NET-INVESTMENT-INCOME> 4,891
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 4,891
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> (6,910)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 359
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 491
<AVERAGE-NET-ASSETS> 143,407
<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> 0.34
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 4
<NAME> SR&F GROWTH & INCOME PORTFOLIO
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> SEP-30-1997
<PERIOD-START> FEB-03-1997
<PERIOD-END> SEP-30-1997
<INVESTMENTS-AT-COST> 226,274
<INVESTMENTS-AT-VALUE> 338,244
<RECEIVABLES> 1,854
<ASSETS-OTHER> 4
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 340,102
<PAYABLE-FOR-SECURITIES> 1,990
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 367
<TOTAL-LIABILITIES> 2,357
<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> 337,745
<DIVIDEND-INCOME> 2,957
<INTEREST-INCOME> 2,378
<OTHER-INCOME> 0
<EXPENSES-NET> 1,287
<NET-INVESTMENT-INCOME> 4,048
<REALIZED-GAINS-CURRENT> 9,775
<APPREC-INCREASE-CURRENT> 38,203
<NET-CHANGE-FROM-OPS> 52,026
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 337,745
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,192
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,287
<AVERAGE-NET-ASSETS> 302,071
<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> 0.65
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 5
<NAME> SR&F INTERNATIONAL PORTFOLIO
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> SEP-30-1997
<PERIOD-START> FEB-03-1997
<PERIOD-END> SEP-30-1997
<INVESTMENTS-AT-COST> 155,444
<INVESTMENTS-AT-VALUE> 167,699
<RECEIVABLES> 691
<ASSETS-OTHER> 6
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 168,396
<PAYABLE-FOR-SECURITIES> 1,830
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 136
<TOTAL-LIABILITIES> 1,966
<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> 166,430
<DIVIDEND-INCOME> 2,588
<INTEREST-INCOME> 269
<OTHER-INCOME> (322)
<EXPENSES-NET> 972
<NET-INVESTMENT-INCOME> 1,563
<REALIZED-GAINS-CURRENT> 5,995
<APPREC-INCREASE-CURRENT> 5,615
<NET-CHANGE-FROM-OPS> 13,173
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 166,430
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 839
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 972
<AVERAGE-NET-ASSETS> 150,076
<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> 0.98
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 6
<NAME> SR&F GROWTH INVESTOR PORTFOLIO
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> SEP-30-1997
<PERIOD-START> FEB-03-1997
<PERIOD-END> SEP-30-1997
<INVESTMENTS-AT-COST> 365,277
<INVESTMENTS-AT-VALUE> 468,336
<RECEIVABLES> 10,367
<ASSETS-OTHER> 9
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 478,712
<PAYABLE-FOR-SECURITIES> 2,905
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 267
<TOTAL-LIABILITIES> 3,172
<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> 475,540
<DIVIDEND-INCOME> 2,019
<INTEREST-INCOME> 1,233
<OTHER-INCOME> 0
<EXPENSES-NET> 1,659
<NET-INVESTMENT-INCOME> 1,593
<REALIZED-GAINS-CURRENT> 5,460
<APPREC-INCREASE-CURRENT> 61,740
<NET-CHANGE-FROM-OPS> 68,793
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 475,540
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,568
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,659
<AVERAGE-NET-ASSETS> 397,353
<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> 0.63
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 7
<NAME> SR&F SPECIAL VENTURE PORTFOLIO
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> SEP-30-1997
<PERIOD-START> FEB-03-1997
<PERIOD-END> SEP-30-1997
<INVESTMENTS-AT-COST> 192,755
<INVESTMENTS-AT-VALUE> 235,083
<RECEIVABLES> 1,793
<ASSETS-OTHER> 8
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 236,884
<PAYABLE-FOR-SECURITIES> 665
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 178
<TOTAL-LIABILITIES> 843
<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> 236,041
<DIVIDEND-INCOME> 814
<INTEREST-INCOME> 601
<OTHER-INCOME> 0
<EXPENSES-NET> 1,028
<NET-INVESTMENT-INCOME> 387
<REALIZED-GAINS-CURRENT> 7,866
<APPREC-INCREASE-CURRENT> 27,038
<NET-CHANGE-FROM-OPS> 35,291
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 236,041
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 943
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,028
<AVERAGE-NET-ASSETS> 191,176
<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> 0.82
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 8
<NAME> SR&F BALANCED PORTFOLIO
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> SEP-30-1997
<PERIOD-START> FEB-03-1997
<PERIOD-END> SEP-30-1997
<INVESTMENTS-AT-COST> 213,774
<INVESTMENTS-AT-VALUE> 320,650
<RECEIVABLES> 2,309
<ASSETS-OTHER> 7
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 322,797
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 37,856
<TOTAL-LIABILITIES> 37,856
<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> 284,941
<DIVIDEND-INCOME> 1,884
<INTEREST-INCOME> 5,399
<OTHER-INCOME> 0
<EXPENSES-NET> 1,067
<NET-INVESTMENT-INCOME> 6,216
<REALIZED-GAINS-CURRENT> 6,044
<APPREC-INCREASE-CURRENT> 21,679
<NET-CHANGE-FROM-OPS> 33,939
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 284,941
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 971
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,067
<AVERAGE-NET-ASSETS> 268,525
<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> 0.60
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 9
<NAME> SR&F GROWTH STOCK PORTFOLIO
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> SEP-30-1997
<PERIOD-START> FEB-03-1997
<PERIOD-END> SEP-30-1997
<INVESTMENTS-AT-COST> 347,817
<INVESTMENTS-AT-VALUE> 613,660
<RECEIVABLES> 506
<ASSETS-OTHER> 5
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 614,171
<PAYABLE-FOR-SECURITIES> 5,450
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 350
<TOTAL-LIABILITIES> 5,800
<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> 608,371
<DIVIDEND-INCOME> 2,888
<INTEREST-INCOME> 1,190
<OTHER-INCOME> 0
<EXPENSES-NET> 2,236
<NET-INVESTMENT-INCOME> 1,842
<REALIZED-GAINS-CURRENT> 26,585
<APPREC-INCREASE-CURRENT> 53,294
<NET-CHANGE-FROM-OPS> 81,721
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 608,371
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 2,120
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 2,236
<AVERAGE-NET-ASSETS> 540,703
<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> 0.63
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 10
<NAME> SR&F SPECIAL PORTFOLIO
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> SEP-30-1997
<PERIOD-START> FEB-03-1997
<PERIOD-END> SEP-30-1997
<INVESTMENTS-AT-COST> 725,349
<INVESTMENTS-AT-VALUE> 1,327,449
<RECEIVABLES> 10,668
<ASSETS-OTHER> 15
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 1,338,132
<PAYABLE-FOR-SECURITIES> 8,614
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 880
<TOTAL-LIABILITIES> 9,494
<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> 1,328,638
<DIVIDEND-INCOME> 4,635
<INTEREST-INCOME> 3,083
<OTHER-INCOME> 0
<EXPENSES-NET> 5,482
<NET-INVESTMENT-INCOME> 2,236
<REALIZED-GAINS-CURRENT> 92,652
<APPREC-INCREASE-CURRENT> 190,726
<NET-CHANGE-FROM-OPS> 285,614
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 1,328,638
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 5,249
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 5,482
<AVERAGE-NET-ASSETS> 1,112,856
<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> 0.75
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 10
<NAME> SR&F HIGH YIELD PORTFOLIO
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-START> JUL-01-1997
<PERIOD-END> JUN-30-1998
<INVESTMENTS-AT-COST> 76,319
<INVESTMENTS-AT-VALUE> 76,692
<RECEIVABLES> 7,096
<ASSETS-OTHER> 1,098
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 84,886
<PAYABLE-FOR-SECURITIES> 6,350
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 49
<TOTAL-LIABILITIES> 6,399
<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> 78,487
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 5,401
<OTHER-INCOME> 0
<EXPENSES-NET> 401
<NET-INVESTMENT-INCOME> 5,000
<REALIZED-GAINS-CURRENT> 3,084
<APPREC-INCREASE-CURRENT> (176)
<NET-CHANGE-FROM-OPS> 7,908
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 39,214
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 307
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 401
<AVERAGE-NET-ASSETS> 61,494
<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> 0.65
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 11
<NAME> SR&F INTERMEDIATE BOND PORTFOLIO
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-START> FEB-02-1998
<PERIOD-END> JUN-30-1998
<INVESTMENTS-AT-COST> 430,684
<INVESTMENTS-AT-VALUE> 438,156
<RECEIVABLES> 10,564
<ASSETS-OTHER> 29
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 448,749
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 8,584
<TOTAL-LIABILITIES> 8,584
<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> 440,165
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 12,185
<OTHER-INCOME> 0
<EXPENSES-NET> 663
<NET-INVESTMENT-INCOME> 11,522
<REALIZED-GAINS-CURRENT> 1,053
<APPREC-INCREASE-CURRENT> (623)
<NET-CHANGE-FROM-OPS> 11,952
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 440,165
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 596
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 663
<AVERAGE-NET-ASSETS> 416,874
<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> 0.39
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 12
<NAME> SR&F INCOME PORTFOLIO
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-START> FEB-02-1998
<PERIOD-END> JUN-30-1998
<INVESTMENTS-AT-COST> 432,271
<INVESTMENTS-AT-VALUE> 437,877
<RECEIVABLES> 14,805
<ASSETS-OTHER> 2
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 452,684
<PAYABLE-FOR-SECURITIES> 3,347
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 195
<TOTAL-LIABILITIES> 3,542
<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> 449,142
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 13,887
<OTHER-INCOME> 0
<EXPENSES-NET> 919
<NET-INVESTMENT-INCOME> 12,968
<REALIZED-GAINS-CURRENT> 3,126
<APPREC-INCREASE-CURRENT> (5,089)
<NET-CHANGE-FROM-OPS> 11,005
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 449,142
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 862
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 919
<AVERAGE-NET-ASSETS> 439,337
<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> 0.51
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 13
<NAME> SR&F HIGH-YIELD MUNICIPALS PORTFOLIO
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-START> FEB-02-1998
<PERIOD-END> JUN-30-1998
<INVESTMENTS-AT-COST> 312,137
<INVESTMENTS-AT-VALUE> 338,220
<RECEIVABLES> 6,966
<ASSETS-OTHER> 163
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 345,349
<PAYABLE-FOR-SECURITIES> 2,042
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 141
<TOTAL-LIABILITIES> 2,183
<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> 343,166
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 8,491
<OTHER-INCOME> 0
<EXPENSES-NET> 644
<NET-INVESTMENT-INCOME> 7,847
<REALIZED-GAINS-CURRENT> (214)
<APPREC-INCREASE-CURRENT> (1,762)
<NET-CHANGE-FROM-OPS> 5,871
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 343,166
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 580
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 644
<AVERAGE-NET-ASSETS> 336,261
<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> 0.47
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 14
<NAME> SR&F CASH RESERVES PORTFOLIO
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-START> MAR-02-1998
<PERIOD-END> JUN-30-1998
<INVESTMENTS-AT-COST> 681,752
<INVESTMENTS-AT-VALUE> 681,752
<RECEIVABLES> 660
<ASSETS-OTHER> 4,025
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 686,437
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 160
<TOTAL-LIABILITIES> 160
<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> 686,277
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 12,715
<OTHER-INCOME> 0
<EXPENSES-NET> 570
<NET-INVESTMENT-INCOME> 12,145
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 12,145
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 686,277
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 543
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 570
<AVERAGE-NET-ASSETS> 672,289
<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> 0.26
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
