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. 11 [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 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 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, 2, 3, 5, and 9 have been omitted pursuant to
paragraph B.2(b) of the General Instructions to Form N-1A.
Introduction
The 13 series of SR&F 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
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>
ITEM 4. INVESTMENT OBJECTIVE, PRINCIPAL INVESTMENT STRATEGIES,
AND RELATED RISKS.
Registrant incorporates by reference the following sections of the
Feeder Funds' prospectuses containing information on each
Portfolio's investment objective, primary investment strategy and
risk: For SR&F Cash Reserves Portfolio, the Municipal Portfolios
and the Bond Portfolios, the sections entitled "Investment
Policies," "Investment Objectives and Strategies," "Investment
Restrictions" and "Risks and Investment Considerations"; and for
the Equity Funds, the sections entitled "The Funds" and "Other
Investments and Risks."
ITEM 6. MANAGEMENT, ORGANIZATION, AND CAPITAL STRUCTURE.
ADVISER
Stein Roe & Farnham Incorporated, One South Wacker Drive, Chicago,
IL 60606, manages the day-to-day operations of the Portfolios.
Stein Roe (and its predecessor) has advised and
<PAGE 4>
managed mutual funds since 1949. As of Sept. 30, 1998, Stein Roe
managed over $28 billion in assets. For the most recent fiscal
year, the Portfolios paid to Stein Roe the following aggregate
fees (as a percent of average net assets):
Fiscal year ended June 30, 1998
Portfolio Annual Management Fee
SR&F Municipal Money Portfolio 0.25%
SR&F High-Yield Municipals Portfolio* 0.42
SR&F Cash Reserves Portfolio* 0.24
SR&F Intermediate Bond Portfolio* 0.35
SR&F Income Portfolio* 0.48
SR&F High Yield Portfolio 0.50
Fiscal year ended Sept. 30, 1998
Portfolio Annual Management Fee
SR&F Balanced Portfolio 0.55%
SR&F Growth & Income Portfolio 0.60
SR&F Growth Stock Portfolio 0.58
SR&F Growth Investor Portfolio 0.59
SR&F Special Portfolio 0.71
SR&F Special Venture Portfolio 0.75
SR&F International Portfolio 0.85
*Annualized for a period less than one year.
Stein Roe's mutual funds and institutional investment advisory
business is managed together with that of its affiliate, Colonial
Management Associates, Inc. (CMA), by a combined management team
of employees from both companies. CMA also shares personnel,
facilities, and systems with Stein Roe that may be used in
providing administrative or operational services to the Funds.
CMA is a registered investment adviser. Both Stein Roe and CMA
are subsidiaries of Liberty Financial Companies, Inc.
Stein Roe can use the services of AlphaTrade Inc., an affiliated
broker-dealer, when buying or selling equity securities for the
Portfolios, pursuant to procedures adopted by the Board of
Trustees.
PORTFOLIO MANAGERS
Veronica M. Wallace has managed SR&F Municipal Money Portfolio
since its inception in 1995. She is a vice president of Stein Roe
and was a trader in taxable money market instruments for Stein Roe
from 1987 to 1995 and a portfolio administrator from 1966 to 1987.
Maureen G. Newman has managed SR&F High-Yield Municipals Portfolio
since Nov. 1998. Ms. Newman is jointly employed by CMA and Stein
Roe. She has managed tax-exempt funds for CMA since May 1996.
Prior to joining CMA, Ms. Newman was a portfolio manager and bond
analyst at Fidelity Investments from May 1985 to May 1996.
Jane M. Naeseth has managed SR&F Cash Reserves Portfolio since its
inception in 1998. She was portfolio manager of Stein Roe Cash
Reserves Fund from 1980 to 1998. Ms. Naeseth is a senior vice
president of Stein Roe.
<PAGE 5>
Michael T. Kennedy has managed SR&F Intermediate Bond Portfolio
since its inception in 1998. He managed Stein Roe Intermediate
Bond Fund from 1988 to 1998 and 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. He was associate portfolio
manager of Stein Roe Income Fund from 1995 to 1997 and of SR&F
High Yield Portfolio from 1996 to 1997. Mr. Lockman was a senior
credit research analyst for Stein Roe from 1994 to 1995. He
served as a portfolio manager and senior credit analyst 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. He managed Stein Roe
Balanced Fund from 1996 to 1997 and Stein Roe Growth Stock Fund
from 1995 to 1996. Mr. Hirschhorn has been employed by Stein Roe
since 1973.
Daniel K. Cantor, manager of SR&F Growth & Income Portfolio since
its inception in 1997, is a senior vice president of Stein Roe.
He managed Stein Roe Growth & Income Fund from 1995 to 1997 and
Stein Roe Young Investor Fund from 1994 to 1995. He has been
employed by Stein Roe since 1985.
Erik P. Gustafson and David P. Brady have been co-managers of SR&F
Growth Investor Portfolio since its inception in 1997. Mr.
Gustafson has managed SR&F Growth Stock Portfolio since its
inception in 1997. Mr. Gustafson joined Stein Roe in 1992 as a
portfolio manager for privately managed accounts. He is a senior
vice president and was portfolio manager of Stein Roe Young
Investor Fund from 1995 to 1997 and portfolio manager of Stein Roe
Growth Stock Fund from 1994 to 1997. Mr. Brady joined Stein Roe
in 1993 as an associate portfolio manager of Stein Roe Special
Fund. He currently is a senior vice president. He was portfolio
manager of Stein Roe Young Investor Fund from 1995 to 1997, has
been portfolio manager Stein Roe Large Company Focus Fund since
its inception in June 1998, and is associate manager of SR&F
Growth Stock Portfolio.
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 portfolio manager of the
Marshall Mid-Cap Value Fund and its predecessor fund and vice
president of M&I Investment Management Corporation from 1993 until
1997. From 1991 to 1993 he was a portfolio manager at Acorn Asset
Management.
James P. Haynie and Michael E. Rega have managed SR&F Special
Venture Portfolio since October 1998. They are jointly employed
by CMA and Stein Roe. Mr. Haynie has managed or co-managed
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.
Gita R. Rao has managed SR&F International Portfolio since October
1998. She is jointly employed by CMA and Stein Roe. Ms. Rao has
co-managed the Colonial Global Equity Fund since 1995 and the
Colonial International Horizons Fund since 1996. Prior to joining
CMA, Ms. Rao was a research analyst at Fidelity Management &
Research Company from
<PAGE 6>
1994 to 1995, and a Vice President in the equity research group
at Kidder, Peabody and Company prior thereto.
ITEM 7. SHAREHOLDER INFORMATION.
Purchases and Redemptions. Interests in the Portfolios 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 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 is not an offer to sell or the
solicitation of an offer to buy any "security" within the meaning
of the 1933 Act.
Each investor in a Portfolio may add to or reduce its investment
on each business day. The investor's percentage of the aggregate
Interests in a Portfolio is 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 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 the amount of the net additions to or withdrawals from the
aggregate investments in the Portfolio by all investors in the
Portfolio. This percentage is applied to determine the value of
the investor's Interest in the Portfolio as of the close of
business.
An investment is made without a sales load at the net asset value
next determined after an order is received by SteinRoe Services
Inc., the investor accounting and recordkeeping agent. There is
no minimum initial or subsequent investment. The Portfolios and
SteinRoe Services Inc. reserve the right to cease accepting
investments at any time or to reject any investment order.
An investor may redeem 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. by the designated cutoff
time. The proceeds of a withdrawal are paid 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.
Redemptions may be suspended or payment of withdrawal proceeds
postponed when the NYSE is closed (other than for weekends or
holidays) or trading on the NYSE is restricted, or, if to the
extent otherwise permitted by the 1940 Act if an emergency exists.
Determining Share Price. Registrant incorporates by reference
information on the determination of net asset value and the
valuation of portfolio securities from the Feeder Funds'
prospectuses: For SR&F Cash Reserves Portfolio, the Municipal
Portfolios and the Bond Portfolios, the section entitled "Net
Asset Value"; and for the Equity Funds, the section entitled "Your
Account-Determining Share Price."
Distributions and Taxes. The assets, income, and distributions of
the Portfolios are managed in such a way that an investor will be
able to satisfy the requirements of Subchapter M
<PAGE 7>
of the Internal Revenue Code for qualification as a regulated
investment company, assuming that the investor invested all of
its assets in that Portfolio.
The net income of a Portfolio consists of (1) all income accrued
less the amortization of any premium on its assets, 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 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 Portfolio is allocated
among its investors 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).
Base Trust is not subject to any federal income tax. However,
each investor in a Portfolio is 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 is made in
accordance with an allocation method designed to satisfy the
Internal Revenue Code and its regulations. 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 8. DISTRIBUTION ARRANGEMENTS.
Not applicable.
<PAGE 8>
PART B
ITEM 10. COVER PAGE AND TABLE OF CONTENTS.
SR&F BASE TRUST
Suite 3200, One South Wacker Drive, Chicago, Illinois 60606
800-338-2550
Statement of Additional Information Dated February 5, 1999
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. Fund History.........................................8
Item 12. Description of Fund and Its Investment Risks.........8
Item 13. Management of the Fund...............................8
Item 14. Control Persons and Principal Holders of Securities.11
Item 15. Investment Advisory and other Services..............12
Item 16. Brokerage Allocation and Other Practices............12
Item 17. Capital Stock and Other Securities..................12
Item 18. Purchase, Redemption, and Pricing of Securities.....15
Item 19. Taxation of the Fund................................15
Item 20. Underwriters........................................16
Item 21. Calculation of Performance Data.....................16
Item 22. Financial Statements................................16
ITEM 11. FUND HISTORY.
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.
Currently, 13 series of Base Trust are authorized and outstanding.
ITEM 12. DESCRIPTION OF FUND AND ITS INVESTMENT RISKS.
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 13. MANAGEMENT OF THE FUND.
The Board of Trustees of Base Trust has overall management
responsibility for the Trust and the Portfolios. The officers and
trustees of Base Trust are listed below.
<PAGE 9>
<TABLE>
<CAPTION>
Position(s) held Principal
occupation(s)
Name with the Trust during past
five years
- ------------------ ------------------------ -------------
- ---------------------------
<S> <C> <C>
William D. Andrews, 51 Executive Vice-President Executive vice president of Stein
Roe
Gary A. Anetsberger, 43 Senior Vice-President; Chief financial officer and chief
Controller 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
John A. Bacon Jr., 71 (3) Trustee Private investor
William W. Boyd, 72 (2)(3) Trustee Chairman and director of Sterling
Plumbing (manufacturer of plumbing
products)
Thomas W. Butch, 42 (1)(2) 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
Assistant Secretary Feb. 1995) vice president of Liberty
Financial; general counsel and
secretary of Stein Roe since Jan.
1998
J. Kevin Connaughton, 34 Vice-President Vice president of Colonial
Management Associates, Inc. ("CMA")
since February, 1998; senior tax
manager, Coopers & Lybrand, LLP from
April, 1996 to January, 1998; vice
president, 440 Financial Group/First
Data Investor Services Group from
March,1994 to April, 1996
Lindsay Cook, 46 (1) Trustee Executive vice president of Liberty
Financial since March 1997; senior
vice president prior thereto
Douglas A. Hacker, 43 (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
Timothy J. Jacoby, 46 Vice-President Fund treasurer for The Colonial
Group since Sept. 1996 and chief
financial officer since Aug. 1997;
senior vice president of Fidelity
Investments from Sept. 1993 to Sept.
1996
Janet Langford Kelly,41(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
Gail D. Knudsen, 36 Vice-President Vice president and assistant
controller of CMA
Charles R. Nelson, 56 (3) Trustee Van Voorhis Professor of Political
Economy of the University of
Washington
Nicolette D. Parrish, 49 Vice-President; Senior legal assistant for Stein Roe
Assistant Secretary
Janet B. Rysz, 43 Assistant Secretary Assistant secretary of Stein Roe
<PAGE 10>
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
<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. Bacon is 4N640
Honey Hill Road, Box 296, Wayne, IL 60184; 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. 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; that of Ms. Knudsen and Messrs.
Connaughton and Jacoby is One Financial Center, Boston, MA 02111;
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
Sept. 30, 1998 to the trustees:
<PAGE 11>
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-
John A. Bacon Jr.** -0- -0- -0-
Kenneth L. Block** $ 7,150 $ 23,100 $ 525
William W. Boyd 41,352 109,902 2,498
Douglas A. Hacker 39,748 101,148 2,299
Janet Langford Kelly 37,150 97,950 2,226
Francis W. Morley** 7,150 23,100 525
Charles R. Nelson 41,002 109,552 2,490
Thomas C. Theobald 39,748 101,148 2,299
___________________
* At Sept. 30, 1998, the Stein Roe Fund Complex consisted of 11
series of the Trust, 10 series of Stein Roe Advisor Trust, four
series of Stein Roe Income Trust, four series of Stein Roe
Municipal Trust, one series of Stein Roe Institutional Trust, one
series of Stein Roe Trust, and 13 series of SR&F Base 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.
ITEM 14. CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES.
As of Jan. 31, 1999, 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:
<TABLE>
<CAPTION>
Percentage of
Outstanding
Name Portfolio Interests Held
- --------------------------------- ---------------------- -------------
<S> <C> <C>
Colonial Municipal Money Market SR&F Municipal Money
Fund Portfolio 10.26%
Stein Roe Municipal Money Market SR&F Municipal Money
Fund Portfolio 89.74
Stein Roe High-Yield Municipals Fund SR&F High-Yield
Municipals Portfolio 99.29
Colonial Money Market Fund SR&F Cash Reserves Portfolio 31.58
Stein Roe Cash Reserves Fund SR&F Cash Reserves Portfolio 68.42
Stein Roe Intermediate Bond Fund SR&F Intermediate Bond
Portfolio 99.05
Stein Roe Income Fund SR&F Income Portfolio 99.98
Stein Roe Institutional SR&F High Yield Portfolio 56.74
Client High Yield Fund
Stein Roe High Yield Fund SR&F High Yield Portfolio 43.26
Stein Roe Growth & Income Fund SR&F Growth & Income Portfolio 99.37
Stein Roe International Fund SR&F International Portfolio 99.92
Stein Roe Young Investor Fund SR&F Growth Investor Portfolio 93.27
Stein Roe Advisor Young Investor SR&F Growth Investor Portfolio 6.73
Fund
Stein Roe Special Venture Fund SR&F Special Venture Portfolio 99.91
Stein Roe Balanced Fund SR&F Balanced Portfolio 99.96
Stein Roe Growth Stock Fund SR&F Growth Stock Portfolio 80.34
Stein Roe Advisor Growth Stock Fund SR&F Growth Stock Portfolio 19.66
Stein Roe Special Fund SR&F Special Portfolio 99.98
</TABLE>
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.
<PAGE 12>
ITEM 15. INVESTMENT ADVISORY AND OTHER 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
Year Ended Year Ended Year Ended
Portfolio 9/30/98 9/30/97 9/30/96
- ------------------------------ ---------- ---------- ----------
SR&F Balanced Portfolio $30,722 $20,314 N/A
SR&F Growth & Income Portfolio 32,869 20,935 N/A
SR&F Growth Stock Portfolio 41,949 24,844 N/A
SR&F Growth Investor Portfolio 39,706 22,443 N/A
SR&F Special Portfolio 54,650 35,230 N/A
SR&F Special Venture Portfolio 28,881 19,000 N/A
SR&F International Portfolio 27,489 18,344 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 16. 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 17. 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
<PAGE 13>
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 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.
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). 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 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
<PAGE 14>
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.
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. Currently, Base Trust has
13 series, each with only one class.
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 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 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 Massachusetts business
trust or otherwise reorganize as an entity treated as a
corporation under the Code and to elect regulated investment
company status without a vote of
<PAGE 15>
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 18. 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 the close of regular session trading on the New York
Stock Exchange.
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 19. TAXATION OF THE FUND.
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
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
<PAGE 16>
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. 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.
Registrant incorporates by reference information concerning taxes
for each Portfolio from "Additional Income Tax Considerations" in
the SAI relating to its Feeder Fund.
ITEM 20. UNDERWRITERS.
Inapplicable.
ITEM 21. CALCULATION OF PERFORMANCE DATA.
Inapplicable.
ITEM 22. 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 the audited Financial
Statements (investments as of Sept. 30, 1998, balance sheets as of
Sept. 30, 1998, statements of operations and statements of changes
in net assets for the period ended Sept. 30, 1998, and notes
thereto) and reports of independent public accountants, which are
contained in the Sept. 30, 1998 annual reports of their respective
Feeder Funds.
<PAGE 17>
The Financial Statements (but no other material from the annual
reports) are incorporated herein by reference. The reports may be
obtained at no charge by telephoning 800-338-2550.
<PAGE 18>
PART C
OTHER INFORMATION
ITEM 23. EXHIBITS.
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.]
a. Declaration of Trust of Registrant as amended through August 1,
1995. (Exhibit 1 to Amendment No. 2 to Registration
Statement.)*
b. (1) By-Laws of Registrant. (Exhibit 2 to Amendment No. 2 to
Registration Statement.)*
(2) Amendment to By-Laws dated 2/4/98. (Exhibit 2(b) to
Amendment No. 10 to Registration Statement.)*
c. Inapplicable.
d. Management Agreement between Registrant and Stein Roe & Farnham
Incorporated as amended through March 2, 1998.
e. Inapplicable.
f. Inapplicable.
g. Custodian Agreement between Registrant and State Street Bank
and Trust Company. (Exhibit 8 to Amendment No. 2 to
Registration Statement.)*
h. (1) 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.)*
(2) 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.)*
i. Inapplicable
j. Inapplicable.
k. Inapplicable.
l. Inapplicable.
m. Inapplicable.
n. Financial data schedules:
(1) SR&F Municipal Money Market Portfolio.
(2) SR&F High Yield Portfolio.
(3) SR&F Growth & Income Portfolio.
(4) SR&F International Portfolio.
(5) SR&F Growth Investor Portfolio.
(6) SR&F Special Venture Portfolio.
(7) SR&F Balanced Portfolio.
(8) SR&F Growth Stock Portfolio.
(9) SR&F Special Portfolio.
(10) SR&F Intermediate Bond Portfolio.
(11) SR&F Income Portfolio.
(12) SR&F High-Yield Municipals Portfolio.
(13) SR&F Cash Reserves Portfolio.
o. Inapplicable
________________________________
*Incorporated by reference.
<PAGE 19>
ITEM 24. 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 25. 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 26. 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 Liberty Corporate Holdings, Inc., which is a wholly
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."
<PAGE 20>
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 and
other investment companies managed by Stein Roe. 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 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 Senior V-P; Controller Treasurer
Thomas W. Butch President Executive V-P;
Trustee
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 Senior V-P; Controller Treasurer
Thomas W. Butch President Exec. V-P; V-P;
Trustee
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 Senior V-P; Controller Treasurer
David P. Brady Vice-President
Thomas W. Butch President Exec. V-P;
VP; Trustee
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
<PAGE 21>
James P. Haynie Vice-President
Harvey B. Hirschhorn Vice-President
Eric S. Maddix Vice-President
Lynn C. Maddox Vice-President
Arthur J. McQueen Vice-President
Gita R. Rao Vice-President
Michael E. Rega 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 Senior V-P; Controller Treasurer
David P. Brady Vice-President
Thomas W. Butch President Exec. V-P;
V-P; Trustee
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
James P. Haynie 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
Maureen G. Newman Vice-President
Gita R. Rao Vice-President
Michael E. Rega 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 Senior V-P; Controller Treasurer
Thomas W. Butch President Exec. V-P;
V-P; Trustee
Kevin M. Carome Vice-President; Asst. Secy.
Joanne T. Costopoulos Vice-President
Loren A. Hansen Executive Vice-President
Brian M. Hartford Vice-President
William C. Loring Vice-President
Lynn C. Maddox Vice-President
Maureen G. Newman Vice-President
Veronica M. Wallace Vice-President
Heidi J. Walter Vice-President; Secretary
Hans P. Ziegler Executive Vice-President
<PAGE 22>
STEINROE VARIABLE INVESTMENT TRUST
William D. Andrews Executive Vice-President
Gary A. Anetsberger Senior V-P; Controller Treasurer
Thomas W. Butch President
Kevin M. Carome Vice-President; Asst. Secretary
E. Bruce Dunn Vice President
William M. Garrison Vice President
Erik P. Gustafson Vice President
Loren A. Hansen Executive Vice-President
Harvey B. Hirschhorn Vice President
Michael T. Kennedy Vice President
Jane M. Naeseth Vice President
Steven M. Salopek Vice President
William M. Wadden IV Vice President
Heidi J. Walter Vice President
Hans P. Ziegler Executive Vice-President
STEIN ROE FLOATING RATE LIMITED LIABILITY COMPANY
William D. Andrews Executive Vice-President
Gary A. Anetsberger Senior Vice-President; Controller
Thomas W. Butch President; Manager
Kevin M. Carome Vice-President; Asst. Secretary
Loren A. Hansen Executive Vice-President
Heidi J. Walter Vice-President; Secretary
Hans P. Ziegler Executive V-P
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; Controller
Thomas W. Butch President; Trustee
Kevin M. Carome Vice-President; Asst. 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 V-P
LFC UTILITIES TRUST
Gary A. Anetsberger Vice President
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
ITEM 27. PRINCIPAL UNDERWRITERS.
Inapplicable.
<PAGE 23>
ITEM 28. LOCATION OF ACCOUNTS AND RECORDS.
Heidi J. Walter, Vice-President and Secretary
SR&F Base Trust
One South Wacker Drive
Chicago, Illinois 60606
ITEM 29. MANAGEMENT SERVICES.
None.
ITEM 30. UNDERTAKINGS.
Inapplicable.
<PAGE 24>
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
5th day of February, 1999.
SR&F BASE TRUST
By: THOMAS W. BUTCH
Thomas W. Butch
President
<PAGE 25>
SR&F BASE TRUST
INDEX TO EXHIBITS FILED WITH THIS REGISTRATION STATEMENT
Exhibit
Number Description
d Management agreement
n Financial data schedules:
(1) SR&F Municipal Money Market Portfolio
(2) SR&F High Yield Portfolio
(3) SR&F Growth & Income Portfolio
(4) SR&F International Portfolio
(5) SR&F Growth Investor Portfolio
(6) SR&F Special Venture Portfolio
(7) SR&F Balanced Portfolio
(8) SR&F Growth Stock Portfolio
(9) SR&F Special Portfolio
(10) SR&F Intermediate Bond Portfolio
(11) SR&F Income Portfolio
(12) SR&F High-Yield Municipals Portfolio
(13) SR&F Cash Reserves Portfolio
<PAGE>
Exhibit 5
MANAGEMENT AGREEMENT
BETWEEN
SR&F BASE TRUST AND
STEIN ROE & FARNHAM INCORPORATED
SR&F BASE TRUST, a Massachusetts common law trust
registered under the Investment Company Act of 1940 ("1940 Act")
as an open-end diversified management investment company
("Trust"), hereby appoints STEIN ROE & FARNHAM INCORPORATED, a
Delaware corporation registered under the Investment Advisers
Act of 1940 as an investment adviser, of Chicago, Illinois
("Manager"), to furnish investment advisory and portfolio
management services with respect to the portion of its assets
represented by the shares of beneficial interest issued in each
series listed in Schedule A hereto, as such schedule may be
amended from time to time (each such series hereinafter referred
to as "Portfolio"). Trust and Manager hereby agree that:
1. Investment Management Services. Manager shall manage
the investment operations of Trust and each Portfolio, subject
to the terms of this Agreement and to the supervision and
control of Trust's Board of Trustees ("Trustees"). Manager
agrees to perform, or arrange for the performance of, the
following services with respect to each Portfolio:
(a) to obtain and evaluate such information relating to
economies, industries, businesses, securities and commodities
markets, and individual securities, commodities and indices
as it may deem necessary or useful in discharging its
responsibilities hereunder;
(b) to formulate and maintain a continuing investment program in
a manner consistent with and subject to (i) Trust's agreement
and declaration of trust and by-laws; (ii) the Portfolio's
investment objectives, policies, and restrictions as set
forth in written documents furnished by the Trust to Manager;
(iii) all securities, commodities, and tax laws and
regulations applicable to the Portfolio and Trust; and (iv)
any other written limits or directions furnished by the
Trustees to Manager;
(c) unless otherwise directed by the Trustees, to determine from
time to time securities, commodities, interests or other
investments to be purchased, sold, retained or lent by the
Portfolio, and to implement those decisions, including the
selection of entities with or through which such purchases,
sales or loans are to be effected;
(d) to use reasonable efforts to manage the Portfolio so that it
will qualify as a regulated investment company under
subchapter M of the Internal Revenue Code of 1986, as
amended;
(e) to make recommendations as to the manner in which voting
rights, rights to consent to Trust or Portfolio action, and
any other rights pertaining to Trust or the Portfolio shall
be exercised;
(f) to make available to Trust promptly upon request all of the
Portfolio's records and ledgers and any reports or
information reasonably requested by the Trust; and
(g) to the extent required by law, to furnish to regulatory
authorities any information or reports relating to the
services provided pursuant to this Agreement.
Except as otherwise instructed from time to time by the
Trustees, with respect to execution of transactions for Trust on
behalf of a Portfolio, Manager shall place, or arrange for the
placement of, all orders for purchases, sales, or loans with
issuers, brokers, dealers or other counterparties or agents
selected by Manager. In connection with the selection of all
such parties for the placement of all such orders, Manager shall
attempt to obtain most favorable execution and price, but may
nevertheless in its sole discretion as a secondary factor,
purchase and sell Portfolio securities from and to brokers and
dealers who provide Manager with statistical, research and other
information, analysis, advice, and similar services. In
recognition of such services or brokerage services provided by a
broker or dealer, Manager is hereby authorized to pay such
broker or dealer a commission or spread in excess of that which
might be charged by another broker or dealer for the same
transaction if the Manager determines in good faith that the
commission or spread is reasonable in relation to the value of
the services so provided.
Trust hereby authorizes any entity or person associated
with Manager that is a member of a national securities exchange
to effect any transaction on the exchange for the account of a
Portfolio to the extent permitted by and in accordance with
Section 11(a) of the Securities Exchange Act of 1934 and Rule
11a2-2(T) thereunder. Trust hereby consents to the retention by
such entity or person of compensation for such transactions in
accordance with Rule 11a-2-2(T)(a)(iv).
Manager may, where it deems to be advisable, aggregate
orders for its other customers together with any securities of
the same type to be sold or purchased for Trust or one or more
Portfolios in order to obtain best execution or lower brokerage
commissions. In such event, Manager shall allocate the shares
so purchased or sold, as well as the expenses incurred in the
transaction, in a manner it considers to be equitable and fair
and consistent with its fiduciary obligations to Trust, the
Portfolios, and Manager's other customers.
Manager shall for all purposes be deemed to be an
independent contractor and not an agent of Trust and shall,
unless otherwise expressly provided or authorized, have no
authority to act for or represent Trust in any way.
2. Administrative Services. Manager shall supervise the
business and affairs of Trust and each Portfolio and shall
provide such services and facilities as may be required for
effective administration of Trust and Portfolios as are not
provided by employees or other agents engaged by Trust; provided
that Manager shall not have any obligation to provide under this
Agreement any such services which are the subject of a separate
agreement or arrangement between Trust and Manager, any
affiliate of Manager, or any third party administrator
("Administrative Agreements").
3. Use of Affiliated Companies and Subcontractors. In
connection with the services to be provided by Manager under
this Agreement, Manager may, to the extent it deems appropriate,
and subject to compliance with the requirements of applicable
laws and regulations and upon receipt of written approval of the
Trustees, make use of (i) its affiliated companies and their
directors, trustees, officers, and employees and (ii)
subcontractors selected by Manager, provided that Manager shall
supervise and remain fully responsible for the services of all
such third parties in accordance with and to the extent provided
by this Agreement. All costs and expenses associated with
services provided by any such third parties shall be borne by
Manager or such parties.
4. Expenses Borne by Trust. Except to the extent
expressly assumed by Manager herein or under a separate
agreement between Trust and Manager and except to the extent
required by law to be paid by Manager, Manager shall not be
obligated to pay any costs or expenses incidental to the
organization, operations or business of the Trust. Without
limitation, such costs and expenses shall include but not be
limited to:
(a) all charges of depositories, custodians and other agencies
for the safekeeping and servicing of its cash, securities,
and other property;
(b) all charges for equipment or services used for obtaining
price quotations or for communication between Manager or
Trust and the custodian, transfer agent or any other agent
selected by Trust;
(c) all charges for administrative and accounting services
provided to Trust by Manager, or any other provider of such
services;
(d) all charges for services of Trust's independent auditors and
for services to Trust by legal counsel;
(e) all compensation of Trustees, other than those affiliated
with Manager, all expenses incurred in connection with their
services to Trust, and all expenses of meetings of the
Trustees or committees thereof;
(f) all expenses incidental to holding meetings of holders of
units of interest in the Trust ("Unitholders"), including
printing and of supplying each record-date Unitholder with
notice and proxy solicitation material, and all other proxy
solicitation expense;
(g) all expenses of printing of annual or more frequent
revisions of Trust prospectus(es) and of supplying each then-
existing Unitholder with a copy of a revised prospectus;
(h) all expenses related to preparing and transmitting
certificates representing Trust shares;
(i) all expenses of bond and insurance coverage required by law
or deemed advisable by the Board of Trustees;
(j) all brokers' commissions and other normal charges incident
to the purchase, sale, or lending of portfolio securities;
(k) all taxes and governmental fees payable to Federal, state or
other governmental agencies, domestic or foreign, including
all stamp or other transfer taxes;
(l) all expenses of registering and maintaining the registration
of Trust under the 1940 Act and, to the extent no exemption
is available, expenses of registering Trust's shares under
the 1933 Act, of qualifying and maintaining qualification of
Trust and of Trust's shares for sale under securities laws of
various states or other jurisdictions and of registration and
qualification of Trust under all other laws applicable to
Trust or its business activities;
(m) all interest on indebtedness, if any, incurred by Trust or a
Portfolio; and
(n) all fees, dues and other expenses incurred by Trust in
connection with membership of Trust in any trade association
or other investment company organization.
5. Allocation of Expenses Borne by Trust. Any expenses
borne by Trust that are attributable solely to the organization,
operation or business of a Portfolio shall be paid solely out of
Portfolio assets. Any expense borne by Trust which is not
solely attributable to a Portfolio, nor solely to any other
series of shares of Trust, shall be apportioned in such manner
as Manager determines is fair and appropriate, or as otherwise
specified by the Board of Trustees.
6. Expenses Borne by Manager. Manager at its own expense
shall furnish all executive and other personnel, office space,
and office facilities required to render the investment
management and administrative services set forth in this
Agreement. Manager shall pay all expenses of establishing,
maintaining, and servicing the accounts of Unitholders in each
Portfolio listed in Exhibit A. However, Manager shall not be
required to pay or provide any credit for services provided by
Trust's custodian or other agents without additional cost to
Trust.
In the event that Manager pays or assumes any expenses of
Trust or a Portfolio not required to be paid or assumed by
Manager under this Agreement, Manager shall not be obligated
hereby to pay or assume the same or similar expense in the
future; provided that nothing contained herein shall be deemed
to relieve Manager of any obligation to Trust or a Portfolio
under any separate agreement or arrangement between the parties.
7. Management Fee. For the services rendered, facilities
provided, and charges assumed and paid by Manager hereunder,
Trust shall pay to Manager out of the assets of each Portfolio
fees at the annual rate for such Portfolio as set forth in
Schedule B to this Agreement. For each Portfolio, the
management fee shall accrue on each calendar day, and shall be
payable monthly on the first business day of the next succeeding
calendar month. The daily fee accrual shall be computed by
multiplying the fraction of one divided by the number of days in
the calendar year by the applicable annual rate of fee, and
multiplying this product by the net assets of the Portfolio,
determined in the manner established by the Board of Trustees,
as of the close of business on the last preceding business day
on which the Portfolio's net asset value was determined.
8. Retention of Sub-Adviser. Subject to obtaining the
initial and periodic approvals required under Section 15 of the
1940 Act, Manager may retain one or more sub-advisers at
Manager's own cost and expense for the purpose of furnishing one
or more of the services described in Section 1 hereof with
respect to Trust or one or more Portfolios. Retention of a sub-
adviser shall in no way reduce the responsibilities or
obligations of Manager under this Agreement, and Manager shall
be responsible to Trust and its Portfolios for all acts or
omissions of any sub-adviser in connection with the performance
of Manager's duties hereunder.
9. Non-Exclusivity. The services of Manager to Trust
hereunder are not to be deemed exclusive and Manager shall be
free to render similar services to others.
10. Standard of Care. Neither Manager, nor any of its
directors, officers, stockholders, agents or employees shall be
liable to Trust or its Unitholders for any error of judgment,
mistake of law, loss arising out of any investment, or any other
act or omission in the performance by Manager of its duties
under this Agreement, except for loss or liability resulting
from willful misfeasance, bad faith or gross negligence on
Manager's part or from reckless disregard by Manager of its
obligations and duties under this Agreement.
11. Amendment. This Agreement may not be amended as to
Trust or any Portfolio without the affirmative votes (a) of a
majority of the Board of Trustees, including a majority of those
Trustees who are not "interested persons" of Trust or of
Manager, voting in person at a meeting called for the purpose of
voting on such approval, and (b) of a "majority of the
outstanding shares" of Trust or, with respect to an amendment
affecting an individual Portfolio, a "majority of the
outstanding shares" of that Portfolio. The terms "interested
persons" and "vote of a majority of the outstanding shares"
shall be construed in accordance with their respective
definitions in the 1940 Act and, with respect to the latter
term, in accordance with Rule 18f-2 under the 1940 Act.
12. Effective Date and Termination. This Agreement shall
become effective as to any Portfolio as of the effective date
for that Portfolio specified in Schedule A hereto. This
Agreement may be terminated at any time, without payment of any
penalty, as to any Portfolio by the Board of Trustees of Trust,
or by a vote of a majority of the outstanding shares of that
Portfolio, upon at least sixty (60) days' written notice to
Manager. This Agreement may be terminated by Manager at any
time upon at least sixty (60) days' written notice to Trust.
This Agreement shall terminate automatically in the event of its
"assignment" (as defined in the 1940 Act). Unless terminated as
hereinbefore provided, this Agreement shall continue in effect
with respect to any Portfolio until the end of the initial term
applicable to that Portfolio specified in Schedule A and
thereafter from year to year only so long as such continuance is
specifically approved with respect to that Portfolio at least
annually (a) by a majority of those Trustees who are not
interested persons of Trust or of Manager, voting in person at a
meeting called for the purpose of voting on such approval, and
(b) by either the Board of Trustees of Trust or by a "vote of a
majority of the outstanding shares" of the Portfolio.
13. Ownership of Records; Interparty Reporting. All
records required to be maintained and preserved by Trust
pursuant to the provisions of rules or regulations of the
Securities and Exchange Commission under Section 31(a) of the
1940 Act or other applicable laws or regulations which are
maintained and preserved by Manager on behalf of Trust and any
other records the parties mutually agree shall be maintained by
Manager on behalf of Trust are the property of Trust and shall
be surrendered by Manager promptly on request by Trust; provided
that Manager may at its own expense make and retain copies of
any such records.
Trust shall furnish or otherwise make available to Manager
such copies of the financial statements, proxy statements,
reports, and other information relating to the business and
affairs of each Unitholder in a Portfolio as Manager may, at any
time or from time to time, reasonably require in order to
discharge its obligations under this Agreement.
Manager shall prepare and furnish to Trust as to each
Portfolio statistical data and other information in such form
and at such intervals as Trust may reasonably request.
14. Non-Liability of Trustees and Unitholders. Any
obligation of Trust hereunder shall be binding only upon the
assets of Trust (or the applicable Portfolio thereof) and shall
not be binding upon any Trustee, officer, employee, agent or
Unitholder of Trust. Neither the authorization of any action by
the Trustees or Unitholders of Trust nor the execution of this
Agreement on behalf of Trust shall impose any liability upon any
Trustee or any Unitholder.
15. Use of Manager's Name. Trust may use the name "SR&F
Base Trust" and the Portfolio names listed in Schedule A or any
other name derived from the name "Stein Roe & Farnham" only for
so long as this Agreement or any extension, renewal, or
amendment hereof remains in effect, including any similar
agreement with any organization which shall have succeeded to
the business of Manager as investment adviser. At such time as
this Agreement or any extension, renewal or amendment hereof, or
such other similar agreement shall no longer be in effect, Trust
will cease to use any name derived from the name "Stein Roe &
Farnham" or otherwise connected with Manager, or with any
organization which shall have succeeded to Manager's business as
investment adviser.
16. References and Headings. In this Agreement and in any
such amendment, references to this Agreement and all expressions
such as "herein," "hereof," and "hereunder" shall be deemed to
refer to this Agreement as amended or affected by any such
amendments. Headings are placed herein for convenience of
reference only and shall not be taken as a part hereof or
control or affect the meaning, construction or effect of this
Agreement. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original.
Dated: August 15, 1995
SR&F BASE TRUST
By: TIMOTHY K. ARMOUR, President
Attest:
JILAINE HUMMEL BAUER
Secretary
STEIN ROE & FARNHAM INCORPORATED
By: HANS P. ZIEGLER
Chief Executive Officer
Attest:
KEITH J. RUDOLF
Secretary
<PAGE>
SR&F BASE TRUST
MANAGEMENT AGREEMENT
SCHEDULE A
The Portfolios of SR&F Base Trust currently subject to this
Agreement are as follows:
Effective End of
Date Initial Term
----------- ------------
SR&F Municipal Money Market Portfolio 9/28/95 6/30/97
SR&F High Yield Portfolio 11/01/96 6/30/98
SR&F Growth & Income Portfolio 02/03/97 6/30/98
SR&F International Portfolio 02/03/97 6/30/98
SR&F Growth Investor Portfolio 02/03/97 6/30/98
SR&F Special Venture Portfolio 02/03/97 6/30/98
SR&F Balanced Portfolio 02/03/97 6/30/98
SR&F Growth Stock Portfolio 02/03/97 6/30/98
SR&F Special Portfolio 02/03/97 6/30/98
SR&F Intermediate Bond Portfolio 02/02/98 6/30/99
SR&F Income Portfolio 02/02/98 6/30/99
SR&F High-Yield Municipals Portfolio 02/02/98 6/30/99
SR&F Cash Reserves Portfolio 03/02/98 6/30/99
Dated: March 2, 1998
SR&F BASE TRUST
By: TIMOTHY K. ARMOUR
Timothy K. Armour
President
Attest:
NICOLETTE D. PARRISH
Nicolette D. Parrish
Assistant Secretary
STEIN ROE & FARNHAM INCORPORATED
By: HANS P. ZIEGLER
Chief Executive Officer
Attest:
NICOLETTE D. PARRISH
Nicolette D. Parrish
Assistant Secretary
<PAGE>
SR&F BASE TRUST
MANAGEMENT AGREEMENT
SCHEDULE B
Compensation pursuant to Section 7 of the SR&F Base Trust
Management Agreement shall be calculated in accordance with the
following schedule(s):
SR&F MUNICIPAL MONEY MARKET PORTFOLIO
0.250% of average net assets
SR&F INTERMEDIATE BOND PORTFOLIO
0.35% of average net assets
SR&F HIGH YIELD PORTFOLIO
0.500% on first $500 million,
0.475% thereafter
SR&F HIGH-YIELD MUNICIPALS PORTFOLIO
0.450% up to $100 million,
0.425% next $100 million,
0.400% thereafter
SR&F INCOME PORTFOLIO
0.50% up to $100 million,
0.475% thereafter
SR&F CASH RESERVES PORTFOLIO
0.250% up to $500 million,
0.225% thereafter
SR&F INTERNATIONAL PORTFOLIO
0.85% of average net assets
SR&F SPECIAL VENTURE PORTFOLIO
0.75% of average net assets
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 BALANCED PORTFOLIO
0.55% up to $500 million,
0.50% next $500 million,
0.45% thereafter
SR&F GROWTH & INCOME PORTFOLIO,
SR&F GROWTH INVESTOR PORTFOLIO, AND
SR&F GROWTH STOCK PORTFOLIO
0.60% up to $500 million,
0.55% next $500 million,
0.50% thereafter
Dated: March 2, 1998
SR&F BASE TRUST
By: TIMOTHY K. ARMOUR
Timothy K. Armour
President
Attest:
NICOLETTE D. PARRISH
Nicolette D. Parrish
Assistant Secretary
STEIN ROE & FARNHAM INCORPORATED
By: HANS P. ZIEGLER
Chief Executive Officer
Attest:
NICOLETTE D. PARRISH
Nicolette D. Parrish
Assistant Secretary
<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> 3
<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> 4
<NAME> SR&F GROWTH & INCOME PORTFOLIO
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> SEP-30-1998
<PERIOD-START> OCT-01-1997
<PERIOD-END> SEP-30-1998
<INVESTMENTS-AT-COST> 240,767
<INVESTMENTS-AT-VALUE> 353,333
<RECEIVABLES> 409
<ASSETS-OTHER> 305
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 354,047
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 854
<TOTAL-LIABILITIES> 854
<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> 353,193
<DIVIDEND-INCOME> 4,415
<INTEREST-INCOME> 3,201
<OTHER-INCOME> 0
<EXPENSES-NET> 2,370
<NET-INVESTMENT-INCOME> 5,246
<REALIZED-GAINS-CURRENT> 7,017
<APPREC-INCREASE-CURRENT> (242)
<NET-CHANGE-FROM-OPS> 12,021
<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> 15,448
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 2,188
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 2,370
<AVERAGE-NET-ASSETS> 364,660
<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-30-1998
<PERIOD-START> OCT-01-1997
<PERIOD-END> SEP-30-1998
<INVESTMENTS-AT-COST> 120,654
<INVESTMENTS-AT-VALUE> 113,931
<RECEIVABLES> 2,790
<ASSETS-OTHER> 3
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 116,724
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 2,014
<TOTAL-LIABILITIES> 2,014
<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> 114,710
<DIVIDEND-INCOME> 2,850
<INTEREST-INCOME> 356
<OTHER-INCOME> 0
<EXPENSES-NET> 1,519
<NET-INVESTMENT-INCOME> 1,687
<REALIZED-GAINS-CURRENT> (7,697)
<APPREC-INCREASE-CURRENT> (18,940)
<NET-CHANGE-FROM-OPS> (24,950)
<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> (51,720)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,267
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,519
<AVERAGE-NET-ASSETS> 149,036
<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> 1.02
<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-30-1998
<PERIOD-START> OCT-01-1997
<PERIOD-END> SEP-30-1998
<INVESTMENTS-AT-COST> 655,199
<INVESTMENTS-AT-VALUE> 727,843
<RECEIVABLES> 743
<ASSETS-OTHER> 3
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 728,589
<PAYABLE-FOR-SECURITIES> 5,510
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 409
<TOTAL-LIABILITIES> 5,919
<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> 722,670
<DIVIDEND-INCOME> 4,335
<INTEREST-INCOME> 2,259
<OTHER-INCOME> 0
<EXPENSES-NET> 3,935
<NET-INVESTMENT-INCOME> 2,659
<REALIZED-GAINS-CURRENT> 12,629
<APPREC-INCREASE-CURRENT> (30,644)
<NET-CHANGE-FROM-OPS> (15,356)
<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> 247,130
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 3,758
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 3,935
<AVERAGE-NET-ASSETS> 637,839
<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> 0.62
<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-30-1998
<PERIOD-START> OCT-01-1997
<PERIOD-END> SEP-30-1998
<INVESTMENTS-AT-COST> 142,942
<INVESTMENTS-AT-VALUE> 117,586
<RECEIVABLES> 510
<ASSETS-OTHER> 59
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 118,155
<PAYABLE-FOR-SECURITIES> 1,618
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 152
<TOTAL-LIABILITIES> 1,770
<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> 116,385
<DIVIDEND-INCOME> 814
<INTEREST-INCOME> 779
<OTHER-INCOME> 0
<EXPENSES-NET> 1,679
<NET-INVESTMENT-INCOME> (82)
<REALIZED-GAINS-CURRENT> 823
<APPREC-INCREASE-CURRENT> (67,684)
<NET-CHANGE-FROM-OPS> (66,943)
<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> (119,656)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,533
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,675
<AVERAGE-NET-ASSETS> 204,415
<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-30-1998
<PERIOD-START> OCT-01-1997
<PERIOD-END> SEP-30-1998
<INVESTMENTS-AT-COST> 205,026
<INVESTMENTS-AT-VALUE> 264,544
<RECEIVABLES> 18,355
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 282,899
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 34,654
<TOTAL-LIABILITIES> 34,654
<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> 248,245
<DIVIDEND-INCOME> 2,362
<INTEREST-INCOME> 8,545
<OTHER-INCOME> 0
<EXPENSES-NET> 1,697
<NET-INVESTMENT-INCOME> 9,210
<REALIZED-GAINS-CURRENT> 22,005
<APPREC-INCREASE-CURRENT> (27,983)
<NET-CHANGE-FROM-OPS> 3,232
<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> (36,696)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,530
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,697
<AVERAGE-NET-ASSETS> 278,267
<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> 0.61
<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-30-1998
<PERIOD-START> OCT-01-1997
<PERIOD-END> SEP-30-1998
<INVESTMENTS-AT-COST> 434,546
<INVESTMENTS-AT-VALUE> 732,585
<RECEIVABLES> 380
<ASSETS-OTHER> 1
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 732,966
<PAYABLE-FOR-SECURITIES> 961
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 462
<TOTAL-LIABILITIES> 1,423
<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> 731,543
<DIVIDEND-INCOME> 5,194
<INTEREST-INCOME> 1,544
<OTHER-INCOME> 0
<EXPENSES-NET> 4,470
<NET-INVESTMENT-INCOME> 2,268
<REALIZED-GAINS-CURRENT> (7,814)
<APPREC-INCREASE-CURRENT> 32,197
<NET-CHANGE-FROM-OPS> 26,651
<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> 123,172
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 4,252
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 4,470
<AVERAGE-NET-ASSETS> 727,606
<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> 0.61
<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-30-1998
<PERIOD-START> OCT-01-1997
<PERIOD-END> SEP-30-1998
<INVESTMENTS-AT-COST> 736,512
<INVESTMENTS-AT-VALUE> 896,225
<RECEIVABLES> 25,505
<ASSETS-OTHER> 3
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 921,733
<PAYABLE-FOR-SECURITIES> 3,889
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 693
<TOTAL-LIABILITIES> 4,582
<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> 917,151
<DIVIDEND-INCOME> 7,366
<INTEREST-INCOME> 9,120
<OTHER-INCOME> 0
<EXPENSES-NET> 9,062
<NET-INVESTMENT-INCOME> 7,424
<REALIZED-GAINS-CURRENT> 211,299
<APPREC-INCREASE-CURRENT> (441,553)
<NET-CHANGE-FROM-OPS> (222,830)
<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> (411,487)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 8,772
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 9,062
<AVERAGE-NET-ASSETS> 1,234,110
<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> 0.73
<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>
