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. 13 [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>
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>
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 Liberty-Stein Roe Funds 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 Liberty-Stein Roe Funds 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 Liberty-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: "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. 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, 1999
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
Stein Roe's mutual funds and institutional investment advisory
businesses are part of a larger business unit known as Liberty
Funds Group (LFG) that includes several separate legal entities.
LFG includes certain affiliates of Stein Roe, including Colonial
Management Associates, Inc. (CMA). The LFG business unit is
managed by a single management team. CMA and other LFG entities
also share 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. Stein Roe
also has a wealth management business that is not part of LFG and
is managed by a different team. Stein Roe and the other entities
that make up LFG 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.
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.
Nicolas Ghajar has been the portfolio manager of SR&F
International Portfolio since September 1999. Mr. Ghajar is
jointly employed by Stein Roe and CMA. He is an assistant vice
president of CMA and has been either an associate portfolio
manager or an equity analyst of various equity funds at CMA since
1989.
ITEM 7. SHAREHOLDER INFORMATION.
Purchases and Redemptions. Interests in the Portfolios are issued
solely in private placement transactions that do not involve any
"public offering" within the meaning of Section 4(2) of the 1933
Act. Investments may be made only by investment companies,
insurance company separate accounts, common or commingled trust
funds, or similar organizations or entities that are "accredited
investors" within the meaning of Regulation D under the 1933 Act.
This Registration Statement is not an offer to sell or the
solicitation of an offer to buy any "security" within the meaning
of the 1933 Act.
Each investor in a Portfolio may add to or reduce its investment
on each business day. The investor's percentage of the aggregate
Interests in a Portfolio is computed as the percentage equal to
the fraction (1) the numerator of which is the beginning of the
day value of such investor's investment in the Portfolio on such
day plus or minus the amount of any additions to or withdrawals
from the investor's investment in the Portfolio effected on such
day, and (2) the denominator of which is the aggregate beginning
of the day net asset value of the Portfolio on such day plus or
minus the amount of the net additions to or withdrawals from the
aggregate investments in the Portfolio by all investors in the
Portfolio. This percentage is applied to determine the value of
the investor's Interest in the Portfolio as of the close of
business.
An investment is made without a sales load at the net asset value
next determined after an order is received by SteinRoe Services
Inc., the investor accounting and recordkeeping agent. There is
no minimum initial or subsequent investment. The Portfolios and
SteinRoe Services Inc. reserve the right to cease accepting
investments at any time or to reject any investment order.
An investor may redeem its investment at the next determined net
asset value if a withdrawal request in proper form is furnished by
the investor to SteinRoe Services Inc. by the designated cutoff
time. The proceeds of a withdrawal are paid in federal funds
normally on the business day the withdrawal is effected, but in
any event within seven days. Investments in a Portfolio may not
be transferred.
Redemptions may be suspended or payment of withdrawal proceeds
postponed when the New York Stock Exchange (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 section of each Feeder
Fund's prospectus 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).
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>
PART B
ITEM 10. COVER PAGE AND TABLE OF CONTENTS.
SR&F BASE TRUST
Suite 3300, One South Wacker Drive, Chicago, Illinois 60606
800-338-2550
Statement of Additional Information Dated October 29, 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.................................15
Item 20. Underwriters.........................................16
Item 21. Calculation of Performance Data......................16
Item 22. Financial Statements.................................16
ITEM 11. FUND HISTORY.
SR&F Base Trust ("Base Trust") is a no-load, diversified, open-end
management investment company which was organized as a trust under
the laws of the Commonwealth of Massachusetts on August 23, 1993.
Currently, 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 "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.
<TABLE>
<CAPTION>
Position(s) held Principal occupation(s)
Name with the Trust during past five years
- ------------------ ------------------------ ---------------------------
- ---------
<S> <C> <C>
William D. Andrews, 52 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., 72 (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, 40 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, 36 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, 44 (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, 37 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
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
Janet Langford Kelly,41(3) Trustee Executive vice president-corporate
development, general counsel and secretary
of Kellogg Company since Sept. 1999; senior
vice president, secretary and general counsel
of Sara Lee Corporation (branded, packaged,
consumer-products manufacturer) from 1995 to
Aug. 1999; 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, 38 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, 57 (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
Michael E. Rega, 39 Vice-President Vice President of Stein Roe since
Oct. 1998; Vice President of CMA
since 1996
Thomas C. Theobald, 62 (3) Trustee Managing director of William Blair
Capital Partners (private equity
fund)
Veronica M. Wallace, 53 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, 32 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
<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 One Kellogg Square, Battle Creek, MI 49016; 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, 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
June 30, 1999, to the trustees:
Compensation from the
Stein Roe Fund Complex*
-----------------------
Aggregate Compensation Total Average
Name of Trustee from the Trust Compensation Per Series
- ------------------- -------------------- ------------ ----------
Thomas W. Butch** -0- -0- -0-
Lindsay Cook -0- -0- -0-
John A. Bacon Jr.** $33,750 $101,150 $2,199
William W. Boyd 36,400 102,300 2,224
Douglas A. Hacker 30,150 87,700 1,907
Janet Langford Kelly 35,100 97,200 2,113
Charles R. Nelson 36,300 102,100 2,220
Thomas C. Theobald 35,100 97,200 2,113
_______________
*At June 30, 1999, the Stein Roe Fund Complex consisted 12 series
of Base Trust, four series of Liberty-Stein Roe Funds Income
Trust, one series of Liberty-Stein Roe Funds Trust, four series
of Liberty-Stein Roe Funds Municipal Trust, 12 series of
Liberty-Stein Roe Funds Investment Trust, five series of
Liberty-Stein Roe Advisor Trust, five series of SteinRoe
Variable Investment Trust, Liberty-Stein Roe Advisor Floating
Rate Fund, Liberty-Stein Roe Institutional Floating Rate Income
Fund, and Stein Roe Floating Rate Limited Liability Company.
**Mr. Butch served as a trustee until Nov. 3, 1998; Mr. Bacon was
elected a trustee effective Nov. 3, 1998.
ITEM 14. CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES.
As of October 26, 1999, the only persons known by Base Trust to
own of record or "beneficially" 5% or more of the outstanding
interests of a Portfolio within the definition of that term as
contained in Rule 13d-3 under the Securities Exchange Act of 1934
were as follows:
<TABLE>
<CAPTION>
Percentage of
Outstanding
Fund Portfolio Interests
Held
- --------------------------------- ---------------------- -----------
<S> <C> <C>
Colonial Municipal Money Market Fund SR&F Municipal Money Market
Portfolio 11.35%
Stein Roe Municipal Money Market SR&F Municipal Money Market
Fund Portfolio 88.65
Stein Roe High-Yield Municipals Fund SR&F High-Yield Municipals
Portfolio 99.84
Colonial Money Market Fund SR&F Cash Reserves Portfolio 36.83
Stein Roe Cash Reserves Fund SR&F Cash Reserves Portfolio 63.17
Stein Roe Intermediate Bond Fund SR&F Intermediate Bond
Portfolio 99.84
Stein Roe Income Fund SR&F Income Portfolio 99.97
Stein Roe Institutional Client SR&F High Yield Portfolio 63.17
High Yield Fund
Stein Roe High Yield Fund SR&F High Yield Portfolio 32.67
Stein Roe Growth & Income Fund SR&F Growth & Income Portfolio 99.84
Stein Roe International Fund SR&F International Portfolio 99.90
Stein Roe Young Investor Fund SR&F Growth Investor Portfolio 89.18
Stein Roe Advisor Young Investor SR&F Growth Investor Portfolio 10.16
Fund
Stein Roe Balanced Fund SR&F Balanced Portfolio 99.95
Stein Roe Growth Stock Fund SR&F Growth Stock Portfolio 65.63
Stein Roe Advisor Growth Stock Fund SR&F Growth Stock Portfolio 34.37
Stein Roe Disciplined Stock Fund SR&F Disciplined Stock Portfolio 99.98
</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 6/30/99 6/30/98 6/30/97
- ------------------------------ ---------- ---------- ----------
SR&F Municipal Money Portfolio $27,093 $27,339 $27,274
SR&F High-Yield Municipals
Portfolio 32,028 13,135 N/A
SR&F Cash Reserves Portfolio 42,465 13,248 N/A
SR&F Intermediate Bond Portfolio 35,097 13,960 N/A
SR&F Income Portfolio 32,868 14,192 N/A
SR&F High Yield Portfolio 25,809 25,338 16,664
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
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
accountants for each Equity Portfolio are PricewaterhouseCoopers
LLP, 160 Federal Street, Boston, MA 02110. 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
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 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 NYSE.
The value of each investor's investment in a Portfolio will be
based on its pro rata share of the total net asset value of the
Portfolio (i.e., the value of its portfolio securities and other
assets less its liabilities) as of the same date and time.
Each of SR&F Cash Reserves Portfolio and SR&F Municipal Money
Portfolio values its portfolio by the "amortized cost method" by
which it attempts to maintain the net asset values of its Feeder
Funds at $1.00 per share. Registrant incorporates by reference
"Additional Information on the Determination of Net Asset Value"
in the SAIs relating to the Feeder Funds of such Portfolios.
ITEM 19. TAXATION OF THE FUND.
Base Trust is organized as a common law trust under the laws of
the Commonwealth of Massachusetts. Under the anticipated method
of operation, Base Trust will not be subject to any federal income
tax, nor is it expected to have any Massachusetts income tax
liability. Base Trust has received a private letter ruling from
the Internal Revenue Service to confirm its federal tax treatment
in certain respects. Each investor in a Portfolio will be taxed
on its share (as determined in accordance with the governing
instruments of Base Trust) of the Portfolio's ordinary income and
capital gains in determining its income tax liability. The
determination of such share will be made in accordance with a
method designed to satisfy the Code and regulations promulgated
thereunder. There can be no assurance, however, that the Internal
Revenue Service will agree with such a method of allocation.
The fiscal year end of SR&F Cash Reserves Portfolio, each
Municipal Portfolio and each Bond Portfolio is June 30, and that
of each Equity Portfolio is September 30. Although, as described
above, the Portfolios will not be subject to federal income tax,
they will file appropriate income tax returns.
It is intended that each Portfolio's assets, income, and
distributions will be managed in such a way that an investor in
the Portfolio will be able to satisfy the requirements of
Subchapter M of the Code for qualification as a RIC, assuming that
the investor invests all of its assets in the Portfolio.
There are certain tax issues that will be relevant to only certain
of the investors, specifically investors that are segregated asset
accounts and investors who contribute assets rather than cash to a
Portfolio. It is intended that such segregated asset accounts
will be able to satisfy diversification requirements applicable to
them and that such contributions of assets will not be taxable
provided certain requirements are met. Such investors are advised
to consult their own tax advisors as to the tax consequences of an
investment in a Portfolio.
In order for an investment company investing in a Portfolio to
qualify for federal income tax treatment as a regulated investment
company, at least 90% of its gross income for a taxable year must
be derived from qualifying income; i.e., dividends, interest,
income derived from loans of securities, gains from the sale of
stock or securities or foreign currencies, or other income
(including but not limited to gains from options, futures, or
forward contracts) derived with respect to its business of
investing in stock, securities, or currencies. Each such
investment company will also be required to distribute each year
at least 90% of its investment company taxable income (in order to
escape federal income tax on distributed amounts) and to meet
certain tax diversification requirements. Because such investment
companies may invest all of their assets in a Portfolio, the
Portfolio must satisfy all of these tax requirements in order for
such other investment company to satisfy them.
Registrant incorporates by reference information concerning taxes
for each Portfolio from "Additional Income Tax Considerations" in
the SAI relating to its Feeder Fund.
ITEM 20. UNDERWRITERS.
Inapplicable.
ITEM 21. CALCULATION OF PERFORMANCE DATA.
Inapplicable.
ITEM 22. FINANCIAL STATEMENTS.
SR&F Municipal Money Portfolio, SR&F High-Yield Municipals
Portfolio, SR&F Cash Reserves Portfolio, SR&F Intermediate Bond
Portfolio, SR&F Income Portfolio, and SR&F High-Yield Portfolio.
Please refer to:
The audited Financial Statements (investments as of June 30,
1999, statements of assets and liabilities as of June 30,
1999, statements of operations and statements of changes in
net assets for the period ended June 30, 1999, and notes
thereto) and reports of independent auditors, which are
contained in the June 30, 1999 annual 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 semiannual reports of their
respective Feeder Funds.
The Financial Statements (but no other material from the reports)
are incorporated herein by reference. The reports may be obtained
at no charge by telephoning 800-338-2550.
<PAGE>
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.
(Exhibit (d) to Amendment No. 12 to Registration Statement.)*
(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.
(Exhibit (h)(1) to Amendment No. 12 to Registration
Statement.)*
(2) Bookkeeping and Accounting Agreement between Registrant
and Stein Roe & Farnham Incorporated dated 8/3/99.
(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 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, of Colonial Management
Associates, Inc. (which is a subsidiary of Liberty Financial
Companies, Inc.), and of the Registrant and other investment
companies managed by SteinRoe. (The listed entities are located at
One South Wacker Drive, Chicago, Illinois 60606, except for
Colonial Management Associates, Inc., which is located at One
Financial Center, Boston, MA 02111, and SteinRoe Variable
Investment Trust and Liberty Variable Investment Trust, which are
located at Federal Reserve Plaza, Boston, MA 02210.) A list of
such capacities is given below.
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
Heidi J. Walter Vice President; Secretary
COLONIAL MANAGEMENT ASSOCIATES, INC.
Ophelia L. Barsketis Senior Vice President
Kevin M. Carome Senior Vice President
William M. Garrison Vice President
Loren A. Hansen Senior Vice President
Clare M. Hounsell Vice President
James P. Haynie Senior Vice President
Timothy J. Jacoby Senior Vice President
Deborah A. Jansen Senior Vice President
North T. Jersild Vice President
Yvonne T. Shields Vice President
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
Michael E. Rega Vice-President
Veronica M. Wallace Vice-President
Heidi J. Walter Vice-President; Secretary
LIBERTY-STEIN ROE FUNDS INCOME TRUST; LIBERTY-STEIN ROE FUNDS
INSTITUTIONAL TRUST; AND LIBERTY-STEIN ROE FUNDS 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
LIBERTY-STEIN ROE FUNDS 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
Michael E. Rega 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
Michael E. Rega Vice-President
Heidi J. Walter Vice-President; Secretary
LIBERTY-STEIN ROE FUNDS 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
William M. Wadden IV Vice President
Heidi J. Walter Vice President
LIBERTY-STEIN ROE ADVISOR FLOATING RATE TRUST; LIBERTY-STEIN ROE
INSTITUTIONAL FLOATING RATE INCOME FUND, 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>
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
29th day of October, 1999.
SR&F BASE TRUST
By: THOMAS W. BUTCH
Thomas W. Butch
President
<PAGE>
SR&F BASE TRUST
INDEX TO EXHIBITS FILED WITH THIS REGISTRATION STATEMENT
Exhibit
Number Description
(h)(2) Bookkeeping and Accounting Agreement
<PAGE>
STEIN ROE FUNDS
AMENDED AND RESTATED
ACCOUNTING AND BOOKKEEPING AGREEMENT
This Agreement is made this 3rd day of August, 1999 by and
between SR&F Base Trust, a Massachusetts business trust,
(hereinafter referred to as the "Trust") and Stein Roe & Farnham
Incorporated ("Stein Roe"), a Delaware corporation.
1. Appointment. The Trust hereby appoints Stein Roe 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. Stein Roe hereby
accepts appointment as the Trust's agent and agrees to perform the
services described herein.
2. Accounting.
(a) Pricing. For each Series of the Trust, Stein Roe 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 Stein Roe 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 Stein Roe 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. Stein Roe 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 Stein Roe in
writing. For purposes of such calculation, Stein Roe 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. Stein Roe 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, Stein Roe 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. Stein Roe 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 Stein Roe with any and all instructions,
explanations, information, specifications and documentation
deemed necessary by Stein Roe 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 Stein Roe with bid, offer and/or
market values of securities owned by the Trust if the same
are not available to Stein Roe from a pricing or similar
service designated by the Trust for use by Stein Roe to
value securities or other assets. Stein Roe 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) Stein Roe 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 Stein Roe 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) Stein Roe 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.
Stein Roe 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
Stein Roe 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) Stein Roe 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 Stein Roe of written notice to the
contrary.
5. Compensation. The Trust shall reimburse Stein Roe 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.
Stein Roe 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 Stein Roe
the invoiced amount.
6. Confidentiality of Records. Stein Roe agrees not to disclose
any information received from the Trust to any other client of
Stein Roe 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, Stein Roe shall
return to the Trust all records in the possession and control of
Stein Roe related to such Trust's activities, other than Stein
Roe's own business records, it being also understood and agreed
that any programs and systems used by Stein Roe to provide the
services rendered hereunder will not be given to any Trust.
7. Liability and Indemnification.
(a) Stein Roe 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 Stein Roe,
its employees or agents.
(b) The Trust shall indemnify and hold Stein Roe, 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 Stein Roe 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 Stein
Roe 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) Stein Roe 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 Stein Roe.
(c) Stein Roe shall indemnify and hold harmless the 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 Stein Roe or its agents or contractors, or
the breach by Stein Roe 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 Stein Roe
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 Stein Roe, 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, the Trust shall pay to Stein
Roe such compensation as may be due from it as of the date of such
termination, and shall reimburse Stein Roe 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 Stein Roe
hereunder is designated by a Trust by written notice to Stein Roe,
Stein Roe 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 Stein Roe 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 Stein Roe personnel in the
establishment of books, records, and other data by such successor.
11. Assignment. Any interest of Stein Roe under this Agreement
shall not be assigned or transferred either voluntarily or
involuntarily, by operation of law or otherwise, without prior
written notice to the Trust.
12. Use of Affiliated Companies and Subcontractors. In connection
with the services to be provided by Stein Roe under this
Agreement, Stein Roe may, to the extent it deems appropriate, and
subject to compliance with the requirements of applicable laws and
regulations and upon receipt of approval of the Trustees, make use
of (i) its affiliated companies and their directors, trustees,
officers, and employees and (ii) subcontractors selected by Stein
Roe, provided that Stein Roe 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 Stein Roe or such parties.
13. 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 the Trust
and Stein Roe is One South Wacker Drive, Chicago, Illinois 60606,
Attention: Secretary.
14. 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 Stein Roe 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.
15. 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.
16. 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
Attest: By: THOMAS W. BUTCH
NICOLETTE D. PARRISH Thomas W. Butch,
Nicolette D. Parrish President
Assistant Secretary
STEIN ROE & FARNHAM INCORPORATED
Attest: By: THOMAS W. BUTCH
NICOLETTE D. PARRISH Thomas W. Butch,
Nicolette D. Parrish President, Mutual Funds
Division
<PAGE>
SR&F BASE TRUST
ACCOUNTING & BOOKKEEPING AGREEMENT
APPENDIX I
The series of the Trust currently subject to this Agreement are as follows:
Series Effective Date
SR&F Municipal Money Market Portfolio August 3, 1999
SR&F High Yield Portfolio August 3, 1999
SR&F Growth & Income Portfolio August 3, 1999
SR&F International Portfolio August 3, 1999
SR&F Growth Investor Portfolio August 3, 1999
SR&F Balanced Portfolio August 3, 1999
SR&F Growth Stock Portfolio August 3, 1999
SR&F Disciplined Stock Portfolio August 3, 1999
SR&F Intermediate Bond Portfolio August 3, 1999
SR&F Income Portfolio August 3, 1999
SR&F High-Yield Municipals Portfolio August 3, 1999
SR&F Cash Reserves Portfolio August 3, 1999
Dated: August 3, 1999
<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 Stein Roe 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.
