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. 12 [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 12 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 Disciplined Stock
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 Disciplined Stock Stein Roe Disciplined Stock
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 managed mutual
funds since 1949. As of April 30, 1999, Stein Roe managed over
$30
<PAGE 4>
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 Disciplined Stock Portfolio 0.71
SR&F International Portfolio 0.85
- ----------
*Annualized for a period less than one year.
Stein Roe's mutual funds and institutional investment advisory
businesses are 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 and manager of SR&F Disciplined Stock
Portfolio since May 1999, 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.
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 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.
<PAGE 6>
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 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).
<PAGE 7>
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 June 30, 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.............13
Item 17. Capital Stock and Other Securities...................13
Item 18. Purchase, Redemption, and Pricing of Securities......15
Item 19. Taxation of the Fund.................................16
Item 20. Underwriters.........................................16
Item 21. Calculation of Performance Data......................17
Item 22. Financial Statements.................................17
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, 12 series of Base Trust are authorized and outstanding.
Prior to May 6, 1999, the name of SR&F Disciplined Stock Portfolio
was SR&F Special Portfolio.
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
Treasurer 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)
David P. Brady, 35 Vice-President Senior vice president of Stein Roe
since March 1998; vice president of
Stein Roe from Nov. 1995 to March
1998; portfolio manager for Stein
Roe since 1993
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
Daniel K. Cantor, 39 Vice-President Senior vice president of Stein Roe
Kevin M. Carome, 43 Executive Vice-President; Senior vice president, legal,
Assistant Secretary Liberty Funds Group LLC (an
affiliate of Stein Roe) since Jan. 1999; general counsel and secretary of Stein Roe since
Jan. 1998; associate general counsel
and vice president of Liberty
Financial Companies, Inc. (the
indirect parent of Stein Roe)
through Jan. 1999
J. Kevin Connaughton, 35 Vice-President Vice president of Colonial
Management Associates, Inc. ("CMA"),
since Feb. 1998; senior tax manager,
Coopers & Lybrand, LLP from April
1996 to Jan. 1998; vice president,
440 Financial Group/First Data
Investor Services Group prior
thereto
Lindsay Cook, 47 (1) Trustee Executive vice president of Liberty
Financial since March 1997; senior
vice president prior thereto
Erik P. Gustafson, 35 Vice-President Senior portfolio manager of Stein
Roe; senior vice president of Stein
Roe since April 1996; vice president
of Stein Roe prior thereto
Douglas A. Hacker, 43 (3) Trustee Senior vice president and chief
financial officer of UAL, Inc.
(airline)
Loren A. Hansen, 51 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
James P. Haynie, 36 Vice-President Vice President of Stein Roe since
Oct. 1998; Vice President of CMA
Harvey B. Hirschhorn, 49 Vice-President Executive vice president, senior
portfolio manager, and chief
economist and investment strategist
of Stein Roe; director of research
of Stein Roe, 1991 to 1995
<PAGE 10>
Timothy J. Jacoby, 47 Vice-President Fund treasurer for The Colonial
Group since Sept. 1996 and chief
financial officer since Aug. 1997;
senior vice president of Fidelity
Investments prior thereto
Patricia J. Judge, 28 Controller Assistant vice president of Fund
accounting for Stein Roe since March
1999; deputy treasurer for the
Chicago Board of Education from
August 1995 to Feb. 1999; senior
auditor for Arthur Andersen LLP
prior thereto
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
Michael T. Kennedy, 37 Vice-President Senior vice president of Stein Roe
since Oct. 1994; vice president of
Stein Roe prior thereto
Gail D. Knudsen, 37 Vice-President Vice president and assistant
controller of CMA
Stephen F. Lockman, 37 Vice-President Senior vice president, portfolio
manager, and credit analyst of the
Adviser
Jane M. Naeseth, 49 Vice-President Senior vice president of Stein Roe
Charles R. Nelson, 56 (3) Trustee Van Voorhis Professor of Political
Economy of the University of
Washington
Maureen G. Newman, 40 Vice-President Vice President of Stein Roe since
Nov. 1998; portfolio manager and
vice president of CMA since May
1996; portfolio manager and bond
analyst at Fidelity Investments from
May 1985 to May 1996
Nicolette D. Parrish, 49 Vice-President; Senior legal assistant for Stein Roe
Assistant Secretary
Gita R. Rao, 39 Vice-President Vice President of Stein Roe since
Oct. 1998; vice president and
portfolio manager for CMA since
1995; global equity research analyst
at Fidelity Management & Research
Company prior thereto
Michael E. Rega, 39 Vice-President Vice President of Stein Roe since
Oct. 1998; Vice President of CMA
since 1996
Janet B. Rysz, 43 Assistant Secretary Assistant secretary of Stein Roe
Thomas C. Theobald, 62 (3) Trustee Managing director of William Blair
Capital Partners (private equity
fund)
Sharlene A. Thomas, 37 Vice-President Assistant vice president of mutual
fund sales & service of Stein Roe
since Feb. 1999; manager of mutual
fund sales & services of Stein Roe
from March 1997 to Feb. 1999;
account executive with Stein Roe's
Counselor department prior thereto
Veronica M. Wallace, 52 Vice-President Vice president of the Adviser since
March 1998; portfolio manager for
the Adviser since Sept. 1995; trader
in taxable short-term instruments
for the Adviser prior thereto
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
<PAGE 11>
<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>
Trustees and officers of Base Trust also serve as trustees and
officers of 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, IL
60008; that of Mr. Cook is 600 Atlantic Avenue, Boston, MA 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, WA 98195; that of Mr. Theobald is Suite 3300,
222 West Adams Street, Chicago, IL 60606; that of Mr. Cantor is
1330 Avenue of the Americas, New York, NY 10019; that of Ms.
Knudsen, Ms. Newman, Ms. Rao, and Messrs. Connaughton, Haynie,
Jacoby, and Rega is One Financial Center, Boston, MA 02111; and
that of the officers is One South Wacker Drive, Chicago, IL 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:
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 June 25, 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:
<PAGE 12>
<TABLE>
<CAPTION>
Percentage of
Outstanding
Fund Portfolio Interests Held
- --------------------------------- ---------------------- -------------
<S> <C> <C>
Colonial Municipal Money Market Fund SR&F Municipal Money Market
Portfolio 10.4%
Stein Roe Municipal Money Market SR&F Municipal Money Market
Fund Portfolio 89.6
Stein Roe High-Yield Municipals Fund SR&F High-Yield Municipals
Portfolio 99.7
Colonial Money Market Fund SR&F Cash Reserves Portfolio 36.3
Stein Roe Cash Reserves Fund SR&F Cash Reserves Portfolio 63.7
Stein Roe Intermediate Bond Fund SR&F Intermediate Bond
Portfolio 99.5
Stein Roe Income Fund SR&F Income Portfolio 99.9
Stein Roe Institutional Client SR&F High Yield Portfolio 61.3
High Yield Fund
Stein Roe High Yield Fund SR&F High Yield Portfolio 38.7
Stein Roe Growth & Income Fund SR&F Growth & Income Portfolio 99.7
Stein Roe International Fund SR&F International Portfolio 99.9
Stein Roe Young Investor Fund SR&F Growth Investor Portfolio 90.8
Stein Roe Advisor Young Investor SR&F Growth Investor Portfolio 8.4
Fund
Stein Roe Balanced Fund SR&F Balanced Portfolio 99.9
Stein Roe Growth Stock Fund SR&F Growth Stock Portfolio 71.5
Stein Roe Advisor Growth Stock Fund SR&F Growth Stock Portfolio 28.5
Stein Roe Disciplined Stock Fund SR&F Disciplined Stock Portfolio 99.9
</TABLE>
The address of Colonial Municipal Money Market Fund and Colonial
Money Market Fund is One Financial Center, Boston, MA 02111, and
the address of the other Funds is One South Wacker Drive, Chicago,
IL 60606.
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 Disciplined Stock Portfolio 54,650 35,230 N/A
SR&F International Portfolio 27,489 18,344 N/A
<PAGE 13>
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, IL 60606; the independent
public accountants for each Equity Portfolio are Arthur Andersen
LLP, 33 West Monroe Street, Chicago, IL 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 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
<PAGE 14>
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
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
<PAGE 15>
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 12 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 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.
<PAGE 16>
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 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.
<PAGE 17>
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:
1. The audited 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.
2. The unaudited Financial Statements (investments as of Dec. 31,
1998, statements of assets and liabilities as of Dec. 31,
1998, statements of operations and statements of changes in
net assets for the period ended June 30, 1998, and notes
thereto), which are contained in the Dec. 31, 1998 semiannual
reports of their respective Feeder Funds.
SR&F Balanced Portfolio, SR&F Growth & Income Portfolio, SR&F
Growth Stock Portfolio, SR&F Disciplined Stock Portfolio, SR&F
Growth Investor Portfolio, SR&F International Portfolio. Please
refer to:
1. 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.
2. The unaudited Financial Statements (investments as of March
31, 1999, balance sheets as of March 31, 1999, statements of
operations and statements of changes in net assets for the
period ended March 31, 1999, and notes thereto), which are
contained in the March 31, 1999 semi annual reports of their
respective Feeder Funds.
The Financial Statements (but no other material from the reports)
are incorporated herein by reference. The reports may be obtained
at no charge by telephoning 800-338-2550.
<PAGE 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 8/1/95.
(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 dated 8/15/95 as amended through 6/28/99.
(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. dated 8/15/95 as amended through 6/28/99.
(2) Bookkeeping and Accounting Agreement between Registrant and
Stein Roe & Farnham Incorporated dated 11/1/94 as amended
through 6/28/99.
(i) Inapplicable
(j) Inapplicable.
(k) Inapplicable.
(l) Inapplicable.
(m) Inapplicable.
(n) Inapplicable
________________________________
*Incorporated by reference.
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
<PAGE 19>
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 Liberty 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."
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, IL 60606, except for SteinRoe
Variable Investment Trust and Liberty Variable Investment Trust
which are located at 600 Atlantic Avenue, Boston, MA 02210, and
LFC Utilities Trust which is located at One Financial Center,
Boston, MA 02111.)
POSITION FORMERLY
HELD WITHIN
CURRENT POSITION PAST TWO YEARS
------------------- ------
STEINROE SERVICES INC.
Gary A. Anetsberger Vice President
Thomas W. Butch President; Director; Chmn. Vice President
Kevin M. Carome Assistant Clerk
Kenneth J. Kozanda Vice President; Treasurer
Kenneth R. Leibler Director
Karl J. Maurer Comptroller
C. Allen Merritt, Jr. Director; Vice President
<PAGE 20>
Heidi J. Walter Vice President; Secretary
SR&F BASE TRUST
William D. Andrews Executive Vice-President
Gary A. Anetsberger Senior V-P; Treasurer Controller
David P. Brady Vice-President
Thomas W. Butch President Executive V-P;
Trustee
Daniel K. Cantor Vice-President
Kevin M. Carome Executive VP; Asst. Secy. VP
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
Jane M. Naeseth Vice-President
Maureen G. Newman Vice-President
Gita R. Rao Vice-President
Michael E. Rega Vice-President
Veronica M. Wallace Vice-President
Heidi J. Walter Vice-President; Secretary
STEIN ROE INCOME TRUST; STEIN ROE INSTITUTIONAL TRUST;
AND STEIN ROE TRUST
William D. Andrews Executive Vice-President
Gary A. Anetsberger Senior V-P; Treasurer Controller
Thomas W. Butch President Exec. VP; VP;
Trustee
Kevin M. Carome Executive VP; Asst. Secy. VP
Loren A. Hansen Executive Vice-President
Michael T. Kennedy Vice-President
Stephen F. Lockman Vice-President
Lynn C. Maddox Vice-President
Jane M. Naeseth Vice-President
Heidi J. Walter Vice-President; Secretary
STEIN ROE INVESTMENT TRUST
William D. Andrews Executive Vice-President
Gary A. Anetsberger Senior V-P; Treasurer Controller
David P. Brady Vice-President
Thomas W. Butch President Exec. VP; VP;
Trustee
Daniel K. Cantor Vice-President
Kevin M. Carome Executive VP; Asst. Secy. VP
William M. Garrison Vice-President
Erik P. Gustafson Vice-President
Loren A. Hansen Executive Vice-President
James P. Haynie Vice-President
Harvey B. Hirschhorn Vice-President
Lynn C. Maddox Vice-President
Arthur J. McQueen Vice-President
Gita R. Rao Vice-President
Michael E. Rega Vice-President
Steven M. Salopek Vice-President
Heidi J. Walter Vice-President; Secretary
LIBERTY-STEIN ROE ADVISOR TRUST
William D. Andrews Executive Vice-President
Gary A. Anetsberger Senior V-P; Treasurer Controller
David P. Brady Vice-President
Thomas W. Butch President Exec. VP; VP;
Trustee
Daniel K. Cantor Vice-President
Kevin M. Carome Executive VP; Asst. Secy. VP
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
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
<PAGE 21>
Heidi J. Walter Vice-President; Secretary
STEIN ROE MUNICIPAL TRUST
William D. Andrews Executive Vice-President
Gary A. Anetsberger Senior V-P; Treasurer Controller
Thomas W. Butch President Exec. VP; VP;
Trustee
Kevin M. Carome Executive VP; Asst. Secy. VP
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
STEINROE VARIABLE INVESTMENT TRUST
William D. Andrews Executive Vice-President
Gary A. Anetsberger Senior V-P; Treasurer Controller
Thomas W. Butch President
Kevin M. Carome Executive VP; Asst. Secy. VP
William M. Garrison Vice President
Erik P. Gustafson Vice President
Loren A. Hansen Executive Vice-President
Harvey B. Hirschhorn Vice President
Michael T. Kennedy VP
Jane M. Naeseth Vice President
Steven M. Salopek Vice President
William M. Wadden IV Vice President
Heidi J. Walter Vice President
<PAGE 22>
STEIN ROE FLOATING RATE INCOME TRUST; STEIN ROE INSTITUTIONAL
FLOATING RATE INCOME TRUST, STEIN ROE FLOATING RATE LIMITED
LIABILITY COMPANY
William D. Andrews Executive Vice-President
Gary A. Anetsberger Senior V-P; Treasurer Controller
Thomas W. Butch President; Trustee or Manager
Kevin M. Carome Executive VP; Asst. Secy. VP
Brian W. Good Vice-President
James R. Fellows Vice-President
Loren A. Hansen Executive Vice-President
Heidi J. Walter Vice-President; Secretary
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.
ITEM 28. LOCATION OF ACCOUNTS AND RECORDS.
- -------------------------------------------
Heidi J. Walter, Vice-President and Secretary
SR&F Base Trust
One South Wacker Drive
Chicago, IL 60606
ITEM 29. MANAGEMENT SERVICES.
- ------------------------------
None.
ITEM 30. UNDERTAKINGS.
- -----------------------
Inapplicable.
<PAGE 23>
SIGNATURES
Pursuant to the requirements of the Investment Company Act of
1940, the Registrant has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chicago and State of Illinois on the
30th day of June, 1999.
SR&F BASE TRUST
By: THOMAS W. BUTCH
Thomas W. Butch
President
<PAGE 24>
SR&F BASE TRUST
INDEX TO EXHIBITS FILED WITH THIS REGISTRATION STATEMENT
Exhibit
Number Description
- -------- ------------------------------------
(d) Management Agreement
(h)(1) Investor Service Agreement
(h)(2) Bookkeeping and Accounting Agreement
<PAGE>
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 Balanced Portfolio 02/03/97 6/30/98
SR&F Growth Stock Portfolio 02/03/97 6/30/98
SR&F Disciplined Stock 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: June 28, 1999
SR&F BASE TRUST
By: THOMAS W. BUTCH
Thomas W. Butch
President
Attest:
NICOLETTE D. PARRISH
Nicolette D. Parrish
Assistant Secretary
STEIN ROE & FARNHAM INCORPORATED
By: THOMAS W. BUTCH
President, Mutual Funds Division
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 DISCIPLINED STOCK 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: June 28, 1999
SR&F BASE TRUST
By: THOMAS W. BUTCH
Thomas W. Butch
President
Attest:
NICOLETTE D. PARRISH
Nicolette D. Parrish
Assistant Secretary
STEIN ROE & FARNHAM INCORPORATED
By: THOMAS W. BUTCH
President, Mutual Funds Division
Attest:
NICOLETTE D. PARRISH
Nicolette D. Parrish
Assistant Secretary
<PAGE>
INVESTOR SERVICE AGREEMENT
SR&F BASE TRUST, a Massachusetts trust registered under the
Investment Company Act of 1940 (the "Act") as an open-end
diversified management investment company (the "Trust"), hereby
appoints SteinRoe Services Inc., a Massachusetts corporation, of
Chicago, Illinois ("SSI"), to furnish certain investor
accounting, recordkeeping, and administrative services for the
portion of the assets of the Trust represented by the shares of
beneficial interest issued in the Portfolios listed in Schedule
A hereto (the "Portfolios"). In connection therewith, Trust and
SSI hereby agree that:
1 PORTFOLIO SERVICES.
A. Services. SSI will perform the services set forth in
Schedule B hereto relating to the establishment and maintenance
of accounts of holders of beneficial interests in the Portfolio.
It is understood that beneficial interests in the Portfolio will
be held of record only by investment companies, insurance
company separate accounts, common or commingled trust funds or
similar organizations, and that SSI's duties and responsibilities
hereunder shall relate only to such record investor accounts and
not to the accounts of holders of shares of, or interests in,
such institutions.
B. Maintenance of Records. SSI shall maintain all records
relating to the accounts of holders of beneficial interest in
the Portfolio which the Portfolio is required to maintain
pursuant to Rule 31a-1 under the Act and shall preserve such
records for the periods prescribed by Rule 31a-2 thereunder.
All such records are and shall remain the property and under the
control of the Portfolio and shall upon request be made
available during reasonable business hours to the Trust's Board
of Trustees or auditors at SSI's offices.
C. Uncontrollable Events. SSI shall not be liable for
damage, delays or errors occurring by reason of circumstances
beyond its control, including but not limited to acts of civil
or military authority, national emergencies, fires, flood or
catastrophe, acts of God, insurrection, war, riots or failure of
transportation, communication or power supply.
D. Fees and Charges. For the services rendered by SSI
pursuant to this Agreement, each Portfolio will pay SSI a fee in
the amount shown in Schedule B hereto.
E. Out-of-Pocket Expenses. The Trust shall reimburse SSI
for any and all out-of-pocket expenses and charges in performing
services under this Agreement.
2. MAINTENANCE OF RECORDS. All records maintained by SSI in
connection with the performance of its duties under this
Agreement with respect to a Portfolio will remain the property
of the Portfolio and will be preserved by SSI for the periods
prescribed in Rule 31a-2 under the Act or such other applicable
rules that may be adopted from time to time under the Act. In
the event of termination of this Agreement, such records will be
promptly delivered to the Trust. Such records may be inspected
by the Trust or its agents at reasonable times.
3. OWNERSHIP OF SOFTWARE AND RELATED MATERIAL. All computer
programs, magnetic tapes, written procedures, and similar items
developed and used by SSI in the performance of this Agreement
shall be the property of SSI and will not become the property of
the Portfolio or the Trust.
4. REGISTRATION OF SSI AS TRANSFER AGENT. SSI represents that
it is registered with the Securities and Exchange Commission as
a transfer agent under Section 17A of the Securities Exchange
Act of 1934, as amended, and will notify the Trust promptly if
such registration is revoked or if any proceeding is commenced
before the Securities and Exchange Commission which may lead to
such revocation.
5. INSTRUCTIONS, OPINION OF COUNSEL, AND SIGNATURES. At any
time, SSI may apply to an officer of the Trust for instructions
and may consult legal counsel for the Trust or its own legal
counsel in respect of any matter arising in connection with this
Agreement, and SSI shall not be liable for any action taken or
omitted by it in good faith in accordance with such instructions
or with the advice or opinion of such legal counsel. SSI shall
be protected in acting upon any such instruction, advice, or
opinion and upon any other paper or document delivered by the
Portfolio or such legal counsel reasonably believed by SSI to be
genuine and to have been signed by the proper person or persons
and shall not be held to have notice of any change of authority
of any officer or agent of the Trust until receipt of written
notice thereof from the Trust.
6. LIABILITY OF SSI. SSI will at all times act in good faith
in the performance of its duties and obligations under this
Agreement, but assumes no responsibility and shall not be liable
for loss or damage unless caused by the negligence, bad faith,
or willful or wanton misconduct of SSI or its employees. SSI
shall in no event be liable for consequential damages, lost
profits, or other special damages, even if informed of the
possibility of such damage or loss.
7. INDEMNIFICATION BY TRUST. The Trust will indemnify and hold
SSI harmless from all loss, cost, damage and expense, including
reasonable expenses for legal counsel, incurred by SSI arising
from: (i) any action or omission by SSI in the performance of
its duties hereunder, (ii) SSI's acting upon instructions
believed by it to have been executed by a duly authorized
officer of the Trust or (iii) SSI's acting upon information
provided by the Trust in the form and under policies agreed to
by SSI and the Trust. SSI shall not be entitled to such
indemnification for loss, cost, damage or expense arising from
actions or omissions constituting negligence, bad faith or
willful or wanton misconduct of SSI or its agents. Prior to
confessing any claim against it which may be subject to this
indemnification, SSI shall give the Trust reasonable opportunity
to defend against said claim in its own name or in the name of
SSI.
8. LIMITATION OF LIABILITY OF TRUST. The term "SR&F Base
Trust" means and refers to the Trust under a Declaration of
Trust of the Trust dated August 23, 1993, as the same may
subsequently thereto have been or subsequently hereto be
amended. It is expressly agreed that the obligations of the
Trust hereunder shall not be binding upon any of the Trustees,
shareholders, nominees, officers, agents or employees of the
Trust personally, but shall bind only the trust property of the
Portfolio, as provided in the Declaration of Trust of the Trust.
The execution and delivery of this Agreement have been
authorized by the Trustees of the Trust and this Agreement has
been signed by an authorized officer of the Trust, acting as
such, and neither such authorization by such Trustees or such
execution and delivery by such officer shall be deemed to have
been made by any of them but shall bind only the trust property
of the Portfolio as provided in the Declaration of Trust.
9. INDEMNIFICATION BY SSI. SSI will indemnify and hold the
Trust harmless from all loss, cost, damage and expense,
including reasonable expenses for legal counsel, incurred by the
Trust because of the negligence, bad faith or willful or wanton
misconduct of SSI or its agents.
10. EXECUTION, AMENDMENT, AND TERMINATION. The term of this
Agreement shall begin on the date hereof and continue until
terminated as herein provided. This Agreement may be modified
or amended from time to time by mutual agreement between the
parties hereto and may be terminated by at least 60 days'
written notice given by one party to the other. Upon termination
hereof, the Trust shall pay to SSI such compensation as may be
due as of the date of such termination, and shall likewise
reimburse SSI for its costs, expenses and disbursements payable
under the Agreement to such date.
11. SSI'S USE OF THE SERVICES OF OTHERS. SSI may, at its cost,
employ, retain or otherwise avail itself of the services or
facilities of other persons or organizations necessary,
appropriate or convenient for the discharge of SSI's duties and
obligations hereunder.
12. ASSIGNMENT. This Agreement may not be assigned (as that
term is defined in the Act) by SSI without the prior written
consent of the Trust. The Agreement shall automatically and
immediately terminate in the event of its assignment without the
prior written consent of the Trust.
13. STATE LAW. The Agreement shall be construed and enforced
in accordance with and governed by the laws of the State of
Illinois.
14. CAPTIONS. The captions in this Agreement are included for
convenience of reference only and in no way define or limit any
of the provisions hereof or otherwise affect their construction
or effect.
IN WITNESS WHEREOF, the parties have caused this Agreement
to be executed as of this 15th day of August, 1995.
STEINROE SERVICES INC.
By: STEPHEN P. LAUTZ,
Vice President
Attest: JILAINE HUMMEL BAUER
Secretary
SR&F BASE TRUST
By: TIMOTHY K. ARMOUR,
President
Attest: JILAINE HUMMEL BAUER
Secretary
<PAGE>
SR&F BASE TRUST
INVESTOR SERVICES AGREEMENT
SCHEDULE A
The Portfolios of SR&F Base Trust currently subject to this
Agreement are as follows:
NAME OF PORTFOLIO EFFECTIVE DATE
SR&F Municipal Money Market Portfolio 09/28/95
SR&F High Yield Portfolio 11/01/96
SR&F Growth & Income Portfolio 02/03/97
SR&F International Portfolio 02/03/97
SR&F Growth Investor Portfolio 02/03/97
SR&F Balanced Portfolio 02/03/97
SR&F Growth Stock Portfolio 02/03/97
SR&F Disciplined Stock Portfolio 02/03/97
SR&F Intermediate Bond Portfolio 02/02/98
SR&F Income Portfolio 02/02/98
SR&F High-Yield Municipals Portfolio 02/02/98
SR&F Cash Reserves Portfolio 03/02/98
Dated: June 28, 1999
SR&F BASE TRUST
By: THOMAS W. BUTCH
Thomas W. Butch
President
Attest:
NICOLETTE D. PARRISH
Nicolette D. Parrish
Assistant Secretary
STEINROE SERVICES INC.
By: THOMAS W. BUTCH
President
Attest:
NICOLETTE D. PARRISH
Nicolette D. Parrish
Assistant Secretary
<PAGE>
SCHEDULE B
The services to be performed by SSI with respect to the
beneficial interests in the Portfolio pursuant to paragraph 1
are as follows:
1. Establishing and maintaining investor accounts as
instructed and reporting thereon;
2. Processing additions to and withdrawals of amounts in
investor accounts;
3. Reporting the amount of each investor's beneficial
interest in the Portfolio to the Portfolio and such investors on
a daily basis;
4. Providing such assistance as may be reasonably required
to enable the Trust and its properly authorized auditors,
examiners, and others designated by the Trust to properly
understand and examine all books, records, computer files,
microfilm, magnetic disks, and other items maintained pursuant
to this Agreement, and to assist as required in such
examination; and
5. Any necessary or required tax reporting.
The fee for the foregoing services payable pursuant to
paragraph 1.D shall be $500 per month, payable in arrears on or
before the 10th day of each calendar month.
<PAGE>
STEINROE FUNDS
ACCOUNTING AND BOOKKEEPING AGREEMENT
NOVEMBER 1,1994
This Agreement is made this 1st day of November. 1994, by
and between SR&F Base Trust, a Massachusetts common law trust,
(hereinafter referred to as the "Trust") and Stein Roe &
Farnham Incorporated ("SteinRoe"), a Delaware corporation.
1. Appointment. Each Trust hereby appoints SteinRoe to act as
its agent to perform the services described herein with respect
to each series of shares of the Trust (the "Series") identified
in and beginning on the date specified on Appendix I to this
Agreement, as may be amended from time to time. SteinRoe
hereby accepts appointment as each Trust's agent and agrees to
perform the services described herein.
2. Accounting.
(a) Pricing. For each Series of the Trust, SteinRoe shall
value all securities and other assets of the Series,
and compute the net asset value per share of such
Series, at such times and dates and in the manner and
by such methodology as is specified in the then
currently effective prospectus and statement of
additional information for such Series, and pursuant
to such other written procedures or instructions
furnished to SteinRoe by the Trust. To the extent
procedures or instructions used to value securities
or other assets of a Series under this Agreement are
at any time inconsistent with any applicable law or
regulation, the Trust shall provide SteinRoe with
written instructions for valuing such securities or
assets in a manner which the Trust represents to be
consistent with applicable law and regulation.
(b) Net Income. SteinRoe shall calculate with such
frequency as the Trust shall direct, the net income
of each Series of the Trust for dividend purposes and
on a per share basis. Such calculation shall be at
such times and dates and in such manner as the Trust
shall instruct SteinRoe in writing. For purposes of
such calculation, SteinRoe shall not be responsible
for determining whether any dividend or interest
accruable to the Trust is or will be actually paid,
but will accrue such dividend and interest unless
otherwise instructed by the Trust.
(c) Capital Gains and Losses. SteinRoe shall calculate
gains or losses of each Series of the Trust from the
sale or other disposition of assets of that Series as
the Trust shall direct.
(d) Yields. At the request of the Trust, SteinRoe shall
compute yields for each Series of the Trust for such
periods and using such formula as shall be instructed
by the Trust.
(e) Communication of Information. SteinRoe shall provide
the Trust, the Trust's transfer agent and such other
parties as directed by the Trust with the net asset
value per share, the net income per share and yields
for each Series of the Trust at such time and in such
manner and format and with such frequency as the
parties mutually agree.
(f) Information Furnished by the Trust. The Trust shall
furnish SteinRoe with any and all instructions,
explanations, information, specifications and
documentation deemed necessary by SteinRoe in the
performance of its duties hereunder, including,
without limitation, the amounts and/or written
formula for calculating the amounts, and times of
accrual of liabilities and expenses of each Series of
the Trust. The Trust shall also at any time and from
time to time furnish SteinRoe with bid, offer and/or
market values of securities owned by the Trust if the
same are not available to SteinRoe from a pricing or
similar service designated by the Trust for use by
SteinRoe to value securities or other assets.
SteinRoe shall at no time be required to commence or
maintain any utilization of, or subscriptions to, any
such service which shall be the sole responsibility
and expense of the Trust.
3. Recordkeeping.
(a) SteinRoe shall, as agent for the Trust, maintain and
keep current and preserve the general ledger and
other accounts, books, and financial records of the
Trust relating to activities and obligations under
this Agreement in accordance with the applicable
provisions of Section 31(a) of the General Rules and
Regulations under the Investment Company Act of 1940,
as amended (the "Rules").
(b) All records maintained and preserved by SteinRoe
pursuant to this Agreement which the Trust is
required to maintain and preserve in accordance with
the Rules shall be and remain the property of the
Trust and shall be surrendered to the Trust promptly
upon request in the form in which such records have
been maintained and preserved.
(c) SteinRoe shall make available on its premises during
regular business hours all records of a Trust for
reasonable audit, use and inspection by the Trust,
its agents and any regulatory agency having authority
over the Trusts.
4. Instructions, Opinion of Counsel, and Signatures.
(a) At any time Stein Roe may apply to a duly authorized
agent of the Trust for instructions regarding the
Trust, and may consult counsel for such Trust or its
own counsel, in respect of any matter arising in
connection with this Agreement, and it shall not be
liable for any action taken or omitted by it in good
faith in accordance with such instructions or with
the advice or opinion of such counsel. SteinRoe
shall be protected in acting upon any such
instruction, advice, or opinion and upon any other
paper or document delivered by the Trust or such
counsel believed by SteinRoe to be genuine and to
have been signed by the proper person or persons and
shall not be held to have notice of any change of
authority of any officer or agent of the Trust, until
receipt of written notice thereof from such Trust.
(b) SteinRoe may receive and accept a certified copy of a
vote of the Board of Trustees of the Trust as
conclusive evidence of (i) the authority of any
person to act in accordance with such vote or (ii)
any determination or any action by the Board of
Trustees pursuant to its Agreement and Declaration of
Trust as described in such vote, and such vote may be
considered as in full force and effect until receipt
by SteinRoe of written notice to the contrary.
5. Compensation. The Trust shall reimburse SteinRoe from the
assets of the respective applicable Series of the Trust, for
any and all out-of-pocket expenses and charges in performing
services under this Agreement and such compensation as is
provided in Appendix II to this Agreement, as amended from time
to time. SteinRoe shall invoice the Trust as soon as
practicable after the end of each calendar month, with
allocation among the respective Series and full detail, and the
Trust shall promptly pay SteinRoe the invoiced amount.
6. Confidentiality of Records. SteinRoe agrees not to
disclose any information received from the Trust to any other
client of SteinRoe or to any other person except its employees
and agents, and shall use its best efforts to maintain such
information as confidential. Upon termination of this
Agreement, SteinRoe shall return to each Trust all records in
the possession and control of SteinRoe related to such Trust's
activities, other than SteinRoe's own business records, it
being also understood and agreed that any programs and systems
used by SteinRoe to provide the services rendered hereunder
will not be given to any Trust.
7. Liability and Indemnification.
(a) SteinRoe shall not be liable to any Trust for any
action taken or thing done by it or its employees or
agents on behalf of the Trust in carrying out the
terms and provisions of this Agreement if done in
good faith and without negligence or misconduct on
the part of SteinRoe, its employees or agents.
(b) Each Trust shall indemnify and hold SteinRoe, and its
controlling persons, if any, harmless from any and
all claims, actions, suits, losses, costs, damages,
and expenses, including reasonable expenses for
counsel, incurred by it in connection with its
acceptance of this Agreement, in connection with any
action or omission by it or its employees or agents
in the performance of its duties hereunder to the
Trust, or as a result of acting upon instructions
believed by it to have been executed by a duly
authorized agent of the Trust or as a result of
acting upon information provided by the Trust in form
and under policies agreed to by SteinRoe and the
Trust, provided that: (i) to the extent such claims,
actions, suits, losses, costs, damages, or expenses
relate solely to one or more Series, such
indemnification shall be only out of the assets of
that Series or group of Series; (ii) this
indemnification shall not apply to actions or
omissions constituting negligence or misconduct on
the part of SteinRoe or its employees or agents,
including but not limited to willful misfeasance, bad
faith, or gross negligence in the performance of
their duties, or reckless disregard of their
obligations and duties under this Agreement; and
(iii) SteinRoe shall give the Trust prompt notice and
reasonable opportunity to defend against any such
claim or action in its own name or in the name of
SteinRoe.
(c) SteinRoe shall indemnify and hold harmless each Trust
from and against any and all claims, demands,
expenses and liabilities which such Trust may sustain
or incur arising out of, or incurred because of, the
negligence or misconduct of SteinRoe or its agents or
contractors, or the breach by SteinRoe of its
obligations under this Agreement, provided that: (i)
this indemnification shall not apply to actions or
omissions constituting negligence or misconduct on
the part of such Trust or its other agents or
contractors and (ii) such Trust shall give SteinRoe
prompt notice and reasonable opportunity to defend
against any such claim or action in its own name or
in the name of such Trust.
8. Further Assurances. Each party agrees to perform such
further acts and execute such further documents as are
necessary to effectuate the purposes hereof.
9. Dual Interests. It is understood and agreed that some
person or persons may be trustees, officers, or shareholders of
both the Trusts and SteinRoe, and that the existence of any
such dual interest shall not affect the validity hereof or of
any transactions hereunder except as otherwise provided by
specific provision of applicable law.
10. Amendment and Termination. This Agreement may be modified
or amended from time to time, or terminated, by mutual
agreement between the parties hereto and may be terminated by
at least one hundred eighty (180) days' written notice given by
one party to the other. Upon termination hereof, each Trust
shall pay to SteinRoe such compensation as may be due from it
as of the date of such termination, and shall reimburse
SteinRoe for its costs, expenses, and disbursements payable
under this Agreement to such date. In the event that, in
connection with termination, a successor to any of the duties
or responsibilities of SteinRoe hereunder is designated by a
Trust by written notice to SteinRoe, SteinRoe shall promptly
upon such termination and at the expense of such Trust, deliver
to such successor all relevant books, records, and data
established or maintained by SteinRoe under this Agreement and
shall cooperate in the transfer of such duties and
responsibilities, including provision, at the expense of such
Trust, for assistance from SteinRoe personnel in the
establishment of books, records, and other data by such
successor.
11. Assignment. Any interest of SteinRoe under this Agreement
shall not be assigned or transferred either voluntarily or
involuntarily, by operation of law or otherwise, without prior
written notice to each Trust.
12. Notice. Any notice under this Agreement shall be in
writing, addressed and delivered or sent by registered mail,
postage prepaid to the other party at such address as such
other party may designate for the receipt of such notices.
Until further notice to the other parties, it is agreed that
the address of each Trust and SteinRoe is One South Wacker
Drive, Chicago, Illinois 60606, Attention: Secretary.
13. Non-Liability of Trustees and Shareholders. Any
obligation of the Trust hereunder shall be binding only upon
the assets of that Trust (or the applicable Series thereof), as
provided in the Agreement and Declaration of Trust of that
Trust, and shall not be binding upon any Trustee, officer,
employee, agent or shareholder of the Trust or upon any other
Trust. Neither the authorization of any action by the Trustees
or the shareholders of the Trust, nor the execution of this
Agreement on behalf of the Trust shall impose any liability
upon any Trustee or any shareholder. Nothing in this Agreement
shall protect any Trustee against any liability to which such
Trustee would otherwise be subject by willful misfeasance, bad
faith or gross negligence in the performance of his duties, or
reckless disregard of his obligations and duties under this
Agreement. In connection with the discharge and satisfaction
of any claim made by SteinRoe against the Trust involving more
than one Series, the Trust shall have the exclusive right to
determine the appropriate allocations of liability for any such
claim between or among the Series.
14. 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 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.
15. Governing Law. This Agreement shall be governed by the
laws of the State of Illinois.
IN WITNESS WHEREOF, the parties have caused this Agreement
to be executed as of the day and year first above written.
SR&F BASE TRUST
By: TIMOTHY K. ARMOUR, President
Attest:
JILAINE HUMMEL BAUER,
Secretary
STEIN ROE & FARNHAM INCORPORATED
By: TIMOTHY K. ARMOUR,
President - Funds Division
Attest:
JILAINE HUMMEL BAUER,
Assistant Secretary
<PAGE>
SR&F BASE TRUST
ACCOUNTING & BOOKKEEPING AGREEMENT
APPENDIX I
The series of SR&F Base Trust currently subject to this
Agreement are as follows:
Effective
Date
----------
SR&F Municipal Money Market Portfolio 09/28/95
SR&F High Yield Portfolio 11/01/96
SR&F Growth & Income Portfolio 02/03/97
SR&F International Portfolio 02/03/97
SR&F Growth Investor Portfolio 02/03/97
SR&F Balanced Portfolio 02/03/97
SR&F Growth Stock Portfolio 02/03/97
SR&F Disciplined Stock Portfolio 02/03/97
SR&F Intermediate Bond Portfolio 02/02/98
SR&F Income Portfolio 02/02/98
SR&F High-Yield Municipals Portfolio 02/02/98
SR&F Cash Reserves Portfolio 03/02/98
Dated: June 28, 1999
SR&F BASE TRUST
By: THOMAS W. BUTCH
Thomas W. Butch, President
Attest:
NICOLETTE D. PARRISH
Nicolette D. Parrish
Assistant Secretary
STEIN ROE & FARNHAM INCORPORATED
By: THOMAS W. BUTCH
President, Mutual Funds Division
Attest:
NICOLETTE D. PARRISH
Nicolette D. Parrish
Assistant Secretary
<PAGE>
SR&F BASE TRUST
ACCOUNTING & BOOKKEEPING AGREEMENT
APPENDIX II
For the services provided under the Accounting &
Bookkeeping Agreement (the "Agreement"), the Trust shall pay
SteinRoe an annual fee with respect to each series, calculated
and paid monthly, equal to $25,000 plus .0025 percent per annum
of the average daily net assets of the series in excess of $50
million. Such fee shall be paid within thirty days after
receipt of monthly invoice.
