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. 14 [X]
(check appropriate box or boxes)
SR&F BASE TRUST
(Exact Name of Registrant as Specified in Declaration of Trust)
One Financial Center, Boston, Massachusetts 02111
(Address of Registrant's Principal Offices)
1-800-338-2550
(Registrant's Telephone Number, Including Area Code)
Kevin M. Carome
Executive Vice-President and Secretary
SR&F Base Trust
One Financial Center
Boston, MA 02111
Cameron S. Avery
Bell, Boyd & Lloyd
Three First National Plaza
70 W. Madison Street, Suite 3300
Chicago, IL 60602
(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 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 Advisor Select 1933 Act File No. 33-11351,
Portfolio Growth & 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):
<PAGE 4>
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 September 30, 1999
Portfolio Annual Management Fee
SR&F Balanced Portfolio 0.55%
SR&F Growth & Income Portfolio 0.60
SR&F Growth Stock Portfolio 0.57
SR&F Growth Investor Portfolio 0.58
SR&F Disciplined Stock Portfolio 0.73
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 may 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.
Jeffrey C. Kinzel has been co-manager of SR&F Disciplined Stock
Portfolio since November 1999 and is associate portfolio manager
of SR&F Growth & Income Portfolio. He joined Stein Roe in 1991.
He has served as a senior equity analyst and core portfolio team
member for Stein Roe in addition to his portfolio management
responsibilities. He is a senior vice president of Stein Roe. A
certified financial analyst, he holds a bachelor's degree from
Northwestern University, a law degree from the University of
Michigan, and a master's degree in business administration from
the Wharton School of the University of Pennsylvania.
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.
<PAGE 6>
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
<PAGE7>
accordance with generally accepted accounting principles. Income
includes discount earned (including both original issue and, by
election, market discount) on discount paper accrued to the date
of maturity and any net realized gains or losses on the assets of
the series. All of the net income of a Portfolio is allocated
among its investors in accordance with their Interests (unless
another sharing method is required for federal income tax reasons,
in accordance with the sharing method adopted by the trustees).
Base Trust is not subject to any federal income tax. However,
each investor in a Portfolio is taxed on its share (as determined
in accordance with the governing instruments of Base Trust) of the
Portfolio's ordinary income and capital gain in determining its
income tax liability. The determination of such share is made in
accordance with an allocation method designed to satisfy the
Internal Revenue Code and its regulations. Distributions of net
income and capital gain are to be made pro rata to investors in
accordance with their investment in a Portfolio. For federal
income tax purposes, however, income, gain, or loss may be
allocated in a manner other than pro rata, if necessary to reflect
gains or losses properly allocable to fewer than all investors as
a result of contributions of securities to a series or redemptions
of portions of an investor's unrealized gain or loss in series
assets.
ITEM 8. DISTRIBUTION ARRANGEMENTS.
Not applicable.
<PAGE 8>
PART B
ITEM 10. COVER PAGE AND TABLE OF CONTENTS.
SR&F BASE TRUST
One Financial Center, Boston, MA 02111
800-338-2550
Statement of Additional Information Dated January 31, 2000
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..12
Item 15. Investment Advisory and Other Services...............13
Item 16. Brokerage Allocation and Other Practices.............13
Item 17. Capital Stock and Other Securities...................13
Item 18. Purchase, Redemption, and Pricing of Securities......16
Item 19. Taxation of the Fund.................................16
Item 20. Underwriters.........................................17
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 "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>
Name, Age at
January 31, 2000;
Address
Position(s) held with the Trust
Principal occupation(s) during past five years
William D. Andrews, 52; One South Wacker Drive, Chicago, IL 60606
Executive Vice-President
Executive vice president of Stein Roe
John A. Bacon Jr., 72;
4N640 Honey Hill Road, Box 296, Wayne, IL 60184 (3)
Trustee
Private investor
Christine Balzano, 34;
245 Summer Street, Boston, MA 02210
Vice-President
Senior vice president of Liberty Funds Services, Inc.; formerly
vice president and assistant vice president
William W. Boyd, 73;
2900 Golf Road, Rolling Meadows, IL 60008 (2)(3)
Trustee
Chairman and director of Sterling Plumbing (manufacturer of
plumbing products)
David P. Brady, 35;
One South Wacker Drive, Chicago, IL 60606
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
Daniel K. Cantor, 40;
1330 Avenue of the Americas, New York, NY 10019
Vice-President
Senior vice president of Stein Roe
Kevin M. Carome, 43;
One Financial Center, Boston, MA 02111
Executive Vice-President; Secretary
Senior vice president, legal, 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
Denise E. Chasmer, 30;
12100 East Iliff Avenue, Aurora, CO 80014
Vice-President
Employee of Liberty Funds Services, Inc. and assistant vice
president of Stein Roe since Nov. 1999; manager with Scudder
Kemper Investments from Oct. 1995 to Nov. 1999; assistant manager
with Scudder Kemper prior thereto
J. Kevin Connaughton, 35;
245 Summer Street, Boston, MA 02210
Vice-President; Treasurer
Vice president of Colonial Management Associates, Inc. ("CMA"),
since February 1998; senior tax manager, Coopers & Lybrand, LLP
from April 1996 to January 1998; vice president, 440 Financial
Group/First Data Investor Services Group prior thereto
Lindsay Cook, 47;
600 Atlantic Avenue, Boston, MA 02210 (1)(2)
Trustee
Executive vice president of Liberty Financial Companies, Inc.
since March 1997; senior vice president prior thereto
Michael G. Fisher, 30;
245 Summer Street, Boston, MA 02210
Vice-President
Tax manager with Liberty Funds Group since Oct. 1998; tax manager
with PricewaterhouseCoopers LLP prior thereto
<PAGE 10>
Stephen E. Gibson, 46;
One Financial Center, Boston, MA 02111
President
Vice chairman of Stein Roe since Aug. 1998; chairman, CEO,
president and director of Liberty Funds Group since Dec. 1998;
chairman of the Colonial Group from July 1998 to Dec. 1998;
president of the Colonial Group from Dec. 1996 to Dec. 1998;
chairman of Colonial Management Associates, Inc. since Dec. 1998;
CEO, president and director of Colonial Management Associates
since July 1996; managing director of Putnam Financial Services
prior thereto
Erik P. Gustafson, 36;
One South Wacker Drive, Chicago, IL 60606
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;
P.O. Box 66100, Chicago, IL 60666 (3)
Trustee
Executive vice president and chief financial officer of UAL, Inc.
(airline) since July 1999; senior vice president and chief
financial officer of UAL, Inc. prior thereto
Loren A. Hansen, 51;
One South Wacker Drive, Chicago, IL 60606
Executive Vice-President
Chief investment officer/equity of CMA since 1997; executive vice
president of Stein Roe since Dec. 1995; vice president of The
Northern Trust Company (bank) prior thereto
Harvey B. Hirschhorn, 50;
One South Wacker Drive, Chicago, IL 60606
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;
One Financial Center, Boston, MA 02111
Senior Vice-President
Fund treasurer for Liberty Funds Group LLC since Sept. 1996 and
chief financial officer since Aug. 1997; senior vice president of
Fidelity Investments prior thereto
Janet Langford Kelly, 42;
One Kellogg Square, Battle Creek, MI 49016 (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;
One South Wacker Drive,
Chicago, IL 60606
Vice-President
Senior vice president of Stein Roe since Oct. 1994; vice president
of Stein Roe prior thereto
Gail D. Knudsen, 37;
245 Summer Street, Boston, MA 02210
Vice-President; Controller
Vice president and assistant controller of CMA
Stephen F. Lockman, 38;
One South Wacker Drive,
Chicago, IL 60606
Vice-President
Senior vice president, portfolio manager, and credit analyst of
the Adviser
Mary Dillon McKenzie, 45;
One Financial Center, Boston, MA 02111
Vice-President
President of Liberty Funds Services, Inc.
<PAGE 11>
Jane M. Naeseth, 49;
One South Wacker Drive,
Chicago, IL 60606
Vice-President
Senior vice president of Stein Roe
Charles R. Nelson, 57;
Department of Economics, University of Washington, Seattle, WA
98195 (3)
Trustee
Van Voorhis Professor of Political Economy, Department of
Economics of the University of Washington
Maureen G. Newman, 40; One Financial Center,
Boston, MA 02111
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
Nicholas S. Norton, 40;
12100 East Iliff Avenue, Aurora, CO 80014
Vice-President
Senior vice president of Liberty Funds Services, Inc. since Aug.
1999; vice president of Scudder Kemper, Inc. prior thereto
Nicolette D. Parrish, 50;
One South Wacker Drive, Chicago, IL 60606
Vice-President; Assistant Secretary
Senior legal assistant and assistant secretary of Stein Roe
Thomas C. Theobald, 62;
Suite 1300, 222 West Adams Street, Chicago, IL 60606 (3)
Trustee
Managing director, William Blair Capital Partners (private equity
fund)
Veronica M. Wallace, 53;
One South Wacker Drive,
Chicago, IL 60606
Vice-President
Vice president of Stein Roe since March 1998; portfolio manager
for the Adviser since Sept. 1995; trader in taxable short-term
instruments for the Adviser prior thereto
___________________________________
(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.
Trustees and officers of Base Trust also serve as trustees and
officers of other investment companies managed by Stein Roe.
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
September 30, 1999, to the trustees:
<PAGE 12>
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.** $43,450 $117,850 $2,562
William W. Boyd 45,050 104,100 2,263
Douglas A. Hacker 38,500 93,900 2,041
Janet Langford Kelly 43,650 103,400 2,248
Charles R. Nelson 44,950 103,900 2,259
Thomas C. Theobald 43,650 103,400 2,248
_______________
* At September 30, 1999, the Stein Roe Fund Complex consisted of
12 Portfolios of Base Trust, one series of Liberty-Stein Roe
Funds Trust, four series of Liberty-Stein Roe Funds Municipal
Trust, four series of Liberty-Stein Roe Funds Income Trust, five
series of Liberty-Stein Roe Advisor Trust, five series of
SteinRoe Variable Investment Trust, 12 series of Liberty-Stein
Roe Funds 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 November 3, 1998; Mr. Bacon
was elected a trustee effective November 3, 1998.
ITEM 14. CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES.
As of January 26, 2000, 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 12.8%
Stein Roe Municipal Money Market Fund SR&F Municipal Money Market
Portfolio 87.2
Stein Roe High-Yield Municipals Fund SR&F High-Yield Municipals
Portfolio 100.0
Colonial Money Market Fund SR&F Cash Reserves Portfolio 36.3
Stein Roe Cash Reserves Fund SR&F Cash Reserves Portfolio 63.1
Stein Roe Intermediate Bond Fund SR&F Intermediate Bond Portfolio 99.9
Stein Roe Income Fund SR&F Income Portfolio 100.0
Stein Roe Institutional Client
High Yield Fund SR&F High Yield Portfolio 67.0
Stein Roe High Yield Fund SR&F High Yield Portfolio 33.0
Stein Roe Growth & Income Fund SR&F Growth & Income Portfolio 100.0
Stein Roe International Fund SR&F International Portfolio 99.9
Stein Roe Young Investor Fund SR&F Growth Investor Portfolio 88.3
Stein Roe Advisor Young Investor Fund SR&F Growth Investor Portfolio 10.4
Stein Roe Balanced Fund SR&F Balanced Portfolio 99.9
Stein Roe Growth Stock Fund SR&F Growth Stock Portfolio 60.6
Stein Roe Advisor Growth Stock Fund SR&F Growth Stock Portfolio 39.4
Stein Roe Disciplined Stock Fund SR&F Disciplined Stock Portfolio 100.0
</TABLE>
The address of each Fund listed is One Financial Center, Boston,
MA 02111.
<PAGE 13>
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 9/30/99 9/30/98 9/30/97
- ------------------------------ ---------- ---------- ----------
SR&F Balanced Portfolio $30,318 $30,722 $20,314
SR&F Growth & Income Portfolio 34,084 32,869 20,935
SR&F Growth Stock Portfolio 50,404 41,949 24,844
SR&F Growth Investor Portfolio 47,014 39,706 22,443
SR&F Disciplined Stock Portfolio 42,791 54,650 35,230
SR&F International Portfolio 26,763 27,489 18,344
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
<PAGE 14>
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
<PAGE 15>
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
<PAGE 16>
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
<PAGE 17>
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 the audited Financial Statements (investments as of
September 30, 1999, balance sheets as of September 30, 1999,
statements of operations and statements of changes in net assets
for the period ended September 30, 1999, and notes thereto) and
reports of independent public accountants, which are contained in
the September 30, 1999 annual reports of their respective Feeder
Funds.
<PAGE 18>
The Financial Statements (but no other material from the reports)
are incorporated herein by reference. The reports may be obtained
at no charge by telephoning 800-338-2550.
<PAGE 19>
PART C
OTHER INFORMATION
ITEM 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.
(Exhibit (h)(2) to Amendment No. 13 to Registration
Statement.)*
(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
<PAGE 20>
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 Stein Roe. (The listed entities are located
at One Financial Center, Boston, MA 02111, except for SteinRoe
Services Inc. which is located at One South Wacker Drive, Chicago,
IL 60606, 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.
<PAGE 21>
POSITION FORMERLY
HELD WITHIN
CURRENT POSITION PAST TWO YEARS
------------------- --------------
STEINROE SERVICES INC.
Kevin M. Carome Assistant Clerk
Kenneth J. Kozanda VP; Treasurer
C. Allen Merritt, Jr. Director; Vice President
COLONIAL MANAGEMENT ASSOCIATES, INC.
Ophelia L. Barsketis Senior Vice President
Kevin M. Carome Senior Vice President
William M. Garrison Vice President
Stephen E. Gibson President
Loren A. Hansen Senior Vice President
Clare M. Hounsell 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
David P. Brady Vice-President
Daniel K. Cantor Vice-President
Kevin M. Carome Executive VP; Secy. VP; Asst. Secy.
Stephen E. Gibson President
Erik P. Gustafson Vice-President
Loren A. Hansen Executive 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
Veronica M. Wallace Vice-President
LIBERTY-STEIN ROE FUNDS INCOME TRUST; LIBERTY-STEIN ROE FUNDS
INSTITUTIONAL TRUST; AND LIBERTY-STEIN ROE FUNDS TRUST
William D. Andrews Executive Vice-President
Kevin M. Carome Executive VP; Secy. VP; Asst. Secy.
Stephen E. Gibson President
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
LIBERTY-STEIN ROE FUNDS INVESTMENT TRUST
William D. Andrews Executive Vice-President
David P. Brady Vice-President
Daniel K. Cantor Vice-President
Kevin M. Carome Executive VP; Secy. VP; Asst. Secy.
William M. Garrison Vice-President
Stephen E. Gibson President
Erik P. Gustafson Vice-President
Loren A. Hansen Executive Vice-President
Harvey B. Hirschhorn Vice-President
Lynn C. Maddox Vice-President
<PAGE 22>
Arthur J. McQueen Vice-President
LIBERTY-STEIN ROE ADVISOR TRUST
William D. Andrews Executive Vice-President
David P. Brady Vice-President
Daniel K. Cantor Vice-President
Kevin M. Carome Executive VP; Secy. VP; Asst. Secy.
Stephen E. Gibson President
Erik P. Gustafson Vice-President
Loren A. Hansen Executive 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
LIBERTY-STEIN ROE FUNDS MUNICIPAL TRUST
William D. Andrews Executive Vice-President
Kevin M. Carome Executive VP; Secy. VP; Asst. Secy.
Joanne T. Costopoulos Vice-President
Stephen E. Gibson 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
STEINROE VARIABLE INVESTMENT TRUST
William D. Andrews Executive Vice-President
Kevin M. Carome Executive VP; Secy. VP; Asst. Secy.
William M. Garrison Vice President
Stephen E. Gibson President
Erik P. Gustafson Vice President
Loren A. Hansen Executive Vice-President
Harvey B. Hirschhorn Vice President
Michael T. Kennedy Vice President
Jane M. Naeseth Vice President
William M. Wadden IV Vice President
LIBERTY-STEIN ROE ADVISOR FLOATING RATE FUND; LIBERTY-STEIN ROE
INSTITUTIONAL FLOATING RATE INCOME FUND, STEIN ROE FLOATING RATE
LIMITED LIABILITY COMPANY
William D. Andrews Executive Vice-President
Kevin M. Carome Executive VP; Secy. VP; Asst. Secy.
Stephen E. Gibson President
Brian W. Good Vice-President
James R. Fellows Vice-President
Loren A. Hansen Executive Vice-President
LIBERTY VARIABLE INVESTMENT TRUST
Ophelia L. Barsketis Vice President
Deborah A. Jansen Vice President
Kevin M. Carome Vice President
<PAGE 23>
ITEM 27. PRINCIPAL UNDERWRITERS.
Inapplicable.
ITEM 28. LOCATION OF ACCOUNTS AND RECORDS.
Kevin M. Carome, Executive Vice-President and Secretary
SR&F Base Trust
One Financial Center
Boston, MA 02111
ITEM 29. MANAGEMENT SERVICES.
None.
ITEM 30. UNDERTAKINGS.
Inapplicable.
<PAGE 24>
SIGNATURES
Pursuant to the requirements of the Investment Company Act of
1940, the Registrant has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Boston and State of Massachusetts on
the 31st day of January, 2000.
SR&F BASE TRUST
By: STEPHEN E. GIBSON
Stephen E. Gibson
President
<PAGE 25>
SR&F BASE TRUST
INDEX TO EXHIBITS FILED WITH THIS REGISTRATION STATEMENT
Exhibit
Number Description
- -------- -----------
None
