SR&F BASE TRUST, POS AMI, 2000-10-27

SR&F BASE TRUST
POS AMI, 2000-10-27

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40 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. 15 [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 Cameron S. Avery
Executive Vice-President and Secretary Bell, Boyd & Lloyd
SR&F Base Trust Three First National Plaza
One Financial Center 70 W. Madison Street, Suite 3300
Boston, MA 02111 Chicago, IL 60602

(Agents for Service)

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.
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:

<PAGE>

<TABLE>
<CAPTION>
Portfolio Feeder Fund Registration Statement
<S> <C> <C>

SR&F Municipal Money Market Stein Roe Municipal Money Market Fund Liberty-Stein Roe Funds Municipal Trust
Portfolio 1933 Act File No. 2-99356
SR&F High-Yield Municipals Portfolio Stein Roe High-Yield Municipals Fund 1940 Act File No.811-4367
CIK 0000773757

Stein Roe Advisor High Yield Municipals Liberty-Stein Roe Advisor Trust
Fund 1933 Act File No. 333-17255
1940 ACt File No. 811-07955
CIK 0001020520

SR&F Municipal Money Market Liberty Municipal Money Market Fund Liberty Funds Trust IV
Portfolio (formerly Colonial Tax-Exempt 1933 Act File No. 2-62492
Money Market Fund) 1940 Act File No. 811-2865
CIK 0000276716

SR&F Cash Reserves Portfolio Stein Roe Cash Reserves Fund Liberty-Stein Roe Funds Income
SR&F Intermediate Bond Portfolio Stein Roe Intermediate Bond Fund Trust,
SR&F Income Portfolio Stein Roe Income Fund 1933 Act File No. 33-02633
SR&F High Yield Portfolio Stein Roe High Yield Fund 1940 Act File No. 811-4552
CIK 0000787491

SR&F Intermediate Bond Portfolio Liberty Intermediate Bond Fund Liberty-Stein Roe Advisor Trust
(formerly Stein Roe Advisor 1933 Act File No. 333-17255
Intermediate Bond Fund) 1940 Act File No. 811-07955
CIK 0001020520

SR&F Cash Reserves Portfolio Liberty Money Market Fund Liberty Funds Trust II
(formerly Colonial Money Market Fund) 1933 Act File No.2-66976
1940 Act File No.811-3009
CIK 0000315665

SR&F Balanced Portfolio Stein Roe Balanced Fund Liberty-Stein Roe Funds
SR&F Growth & Income Portfolio Liberty Value Opportunities Fund Investment Trust,
Stein Roe Growth & Income Fund 1933 Act File No. 33-11351
1940 Act File No. 811-4978
SR&F Growth Stock Portfolio Stein Roe Growth Stock Fund CIK 0000809558
SR&F Growth Investor Portfolio Stein Roe Young Investor Fund
Stein Roe Growth Investor Fund

SR&F Disciplined Stock Portfolio Stein Roe Disciplined Stock Fund
SR&F International Portfolio Stein Roe International Fund

SR&F Growth Investor Portfolio Liberty Young Investor Fund Liberty-Stein Roe Advisor Trust
SR&F Growth Stock Portfolio Liberty Growth Stock Fund 1933 Act File No. 333-17255
1940 Act File No. 811-07955
CIK 0001020520

</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, 2000
Portfolio Annual Management Fee

SR&F Municipal Money Market Portfolio 0.25%

SR&F High-Yield Municipals Portfolio 0.43

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.

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.

Daniel K. Cantor, 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. 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.

Charles R. Roberts, Michel Ellis and Deborah F. Snee are co-managers of SR&F
International Portfolio since March 15, 2000. Each of the co-managers are joint
employees of Newport Fund Management, Inc., Stein Roe and Colonial Management
Associates. Mr. Roberts is a Managing Director of Newport. Mr. Roberts is also a
Managing Director of Newport Pacific Management, Inc. (Newport Pacific),
Newport's immediate parent. Mr. Roberts will be a senior vice president with
both Colonial and Stein Roe. Mr. Roberts has been employed with Newport and
Newport Pacific since November, 1998, where he has managed other funds or
accounts on behalf of Newport and Newport Pacific. Prior to joining Newport and
Newport Pacific, he managed the European component of institutional
international equity accounts at Progress Investment Management (Progress) since
1997. Prior to joining Progress in 1997, he managed the European component of
institutional international equity accounts and was a member of the investment
policy committee at Sit/Kim International since prior to 1994. Mr. Ellis is a
senior vice president of both Newport and Newport Pacific. Mr. Ellis will hold
the same position with Colonial and Stein Roe. Prior to joining Newport and
Newport Pacific in December, 1996, he was a vice president at Matthews
International Capital Management since September, 1991.Ms. Snee is a vice
president and Europe analyst at Newport. She also will be an analyst at Colonial
and Stein Roe. Prior to working at Newport, Ms. Snee spent five years at Sit/Kim
as an emerging markets analyst.

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
One Financial Center, Boston, MA 02111
800-338-2550
Statement of Additional Information Dated November 1, 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.

<TABLE>
<CAPTION>
Position(s) held Principal occupation(s)
Name, Age; Address with the Trust during past five years
------------------ -------------- ----------------------
<S> <C> <C>

William D. Andrews, 53; Executive Vice- Executive vice president of Stein Roe
One South Wacker Drive, President
Chicago, IL 60606
(4)

John A. Bacon Jr., 73; 4N640 Trustee Private investor
Honey Hill Road, Box 296, Wayne,
IL 60184 (3)(4)

Christine Balzano, 35; Vice-President Senior vice president of Liberty Funds Services, Inc.;
245 Summer Street, Boston, MA formerly vice president and assistant vice president
02210

William W. Boyd, 73; Trustee Chairman and director of Sterling Plumbing (manufacturer
2900 Golf Road, Rolling Meadows, of plumbing products)
IL 60008 (2)(3)(4)

David P. Brady, 36; Vice-President Senior vice president of Stein Roe since March 1998;
One South Wacker Drive, Chicago, vice president of Stein Roe from Nov. 1995 to March
IL 60606 (4) 1998; portfolio manager for Stein Roe since 1993

Daniel K. Cantor, 41; Vice-President Senior vice president of Stein Roe
1330 Avenue of the Americas,
New York, NY 10019 (4)

Kevin M. Carome, 44; Executive Executive Vice President of the Funds since May 1999 (formerly Vice
One Financial Center Vice President President and Secretary);Executive vice president Liberty Funds
Boston, MA and Liberty All-Star Funds since October 2000; Senior Vice
02111 (4) President, Legal since January 1999 of Liberty Funds Group;
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, 33; Vice President Employee of Liberty Funds Services, Inc. and assistant
12100 East Iliff Avenue vice president of Stein Roe since November 1999; manager
Aurora, CO 80014 (4) with Scudder Kemper Investments from October 1995 to
November 1999; assistant manager with Scudder Kemper
prior thereto

Lindsay Cook, 48; Trustee Executive vice president of Liberty Financial Companies,
600 Atlantic Avenue, Boston, MA Inc. since March 1997; senior vice president prior
02210 (1)(2)(4) thereto

William M. Garrison, 34; One Vice-President Vice president of Stein Roe since Feb. 1998; associate
South Wacker Drive, Chicago, IL portfolio manager for Stein Roe since August 1994
60606 (4)

Stephen E. Gibson, 48; One President Director of Stein Roe since September 2000; President and
One Financial Center Vice Chairman of Stein Roe since January 2000 (formerly
Boston, MA 02111 (4) Assistant Chairman from August 1998 to January 2000); President
of Stein Roe Funds
since November 1999;
President of Liberty
Funds since June
1998; Chairman of
the Board since July
1998, CEO and
President since
December 1996 and
Director since July
1996 of Colonial
Management
Associates, Inc.
(formerly executive
vice president from
July 1996 to
December 1996); CEO,
president and
director of Liberty
Funds Group since
December
1998(formerly
Director, CEO and
President of the
Colonial Group from
December 1996 to
December 1998);
managing director of
Marketing of Putnam
Investments from
June 1992 through
July 1996

Erik P. Gustafson, 36; Vice-President Senior portfolio manager of Stein Roe; One
South Wacker Drive senior vice president of Stein Roe since April 1996;
Chicago,IL 60606 (4) vice president of Stein Roe prior thereto

Douglas A. Hacker, 44; Trustee Senior vice president and chief financial officer of
P.O. Box 66100, UAL, Inc. (airline)
Chicago, IL 60666
(3) (4)

Loren A. Hansen, 53; Executive Vice-President Chief investment officer/equity of
CMA since 1997; One South Wacker Drive, executive vice president of Stein Roe
since Dec. 1995; Chicago, IL 60606 (4) vice president of The Northern Trust
(bank) prior thereto

Harvey B. Hirschhorn, 50; Vice-President Executive vice president, senior portfolio manager, and
One South Wacker Drive, chief economist and investment strategist of Stein Roe;
Chicago, IL 60606 (4) director of research of Stein Roe,1991 to 1995

Janet Langford Kelly, 42; Trustee Executive vice president-corporate development, general
One Kellogg Square, counsel and secretary of Kellogg Company since Sept.
Battle Creek, MI 49016 (3)(4) 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, 38;
One South Wacker Drive Vice President Senior vice president of Stein Roe
Chicago, IL 60606
(4)

Gail D. Knudsen, 38; Vice President Vice president and assistant controller of CMA
245 Summer Street,
Boston, MA
02210 (4)

Stephen F. Lockman, 39; Vice President Senior vice president, portfolio manager and credit
One South Wacker Drive, analyst of Stein Roe
Chicago, IL 60606
(4)

William C. Loring, Jr. 50; Vice President Vice president of Stein Roe since November 1998; vice
One Financial Center president of CMA
Boston, MA 02111

Pamela A. McGrath, 47: Senior Vice Treasurer and Senior Vice President of the Stein Roe Funds
One Financial Center since May 2000; Treasurer and Chief Financial Officer of
Boston, MA 02111 (4) the Liberty Funds; Treasurer of Liberty All-Star Funds since
April 2000;
Treasurer, Chief
Financial Officer
of the Liberty
Funds Group since
December 1999 and
Senior Vice
President since
April 2000; Chief
Financial Officer,
Treasurer and
Senior Vice
President of
Colonial Management
Associates since
December 1999;
Senior Vice
President and
Director of
Offshore Accounting
for Putnam
Investments, Inc.,
from May 1998 to
October 1999;
Managing Director
of Scudder Kemper
Investments from
October, 1984 to
December 1997.

Mary D. McKenzie, 47; Vice President President of Liberty Funds Services, Inc.
One Financial Center,
Boston, MA
02111 (4)

Jane N. Naeseth, 50; One South Vice President Senior Vice President of Stein Roe
Wacker Drive
Chicago, IL 60606 (4)

Charles R. Nelson, 58; Trustee Director/Trustee since 1981. Van Voorhis Professor, Department
Department of Economics of Economics, University of Washington and consultant on
Univesity of Washington economic and statistical matters.
Seattle, WA 98195
(3)(4)

Maureen G. Newman, 41; Vice President Vice President of Stein Roe since November
1998; One Financial Center portfolio manager and vice president of CMA since May
Boston, MA 02111 (4) 1996; portfolio manager and bond analyst at Fidelity
Investments prior thereto

Nicholas S. Norton, 41; Vice President Senior vice president of Liberty Funds Services, Inc.
12100 East Iliff Avenue, since Aug. 1999; vice president of Scudder Kemper, Inc.
Aurora, CO 80014 (4) from May 1994 to Aug. 1999

Joseph R. Palombo, 47; One Trustee; Chairman Trustee and Chairman of the Board since October 2000;
One Financial Center of the Board Director of Stein Roe since September, 2000;Executive Vice
Boston, MA 02111 (4) President of the Stein Roe Funds since May 2000; Vice President
of the Colonial
Funds since April
1999; Executive
Vice President and
Director of
Colonial Management
Associates since
April 1999;
Executive Vice
President and Chief
Administrative
Officer of the
Liberty Funds Group
since April 1999;
Chief Operating
Officer, Putnam
Mutual Funds from
1994 to 1998.

Thomas C. Theobald, 64; Suite Trustee Managing director, William Blair Capital
Partners 1300, 222 West Adams Street, (private equity fund); Former Chairman and
Chief Chicago, IL 60606 (3)(4) Executive Officer, Continental Bank.

Veronica M. Wallace, 54; Vice President Vice President of Stein Roe since March
1998; portfolio One South Wacker Drive manager for Stein Roe since September
1995; trader in Chicago, IL 60606 (4) taxable short-term instruments for Stein
Roe 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.
</TABLE>

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 (by the Portfolios below) during
the year ended June 30, 2000 and the calendar year ended December 31, 1999, to
the trustees:

Total
Aggregate Compensation From
Compensation Aggregate Aggregate the Fund Complex
From Aggregate Compensation From Compensation From Paid to the
Trustee Intermediate Compensation From High Yield Cash Reserves Trustees for the
------- Bond Portfolio Income Portfolio Portfolio for the Portfolio for the Calendar Year
for the Fiscal for the Fiscal Fiscal Year Ended Fiscal Year Ended Ended December
Year Ended June Year Ended June June 30, 2000 June 30, 2000 31, 1999*
30, 2000 30, 2000
<S> <C> <C> <C> <C> <C>

Lindsay Cook -0- -0- -0- -0- -0-
John A. Bacon Jr. $2,800 $2,800 $2,200 $4,000 $103,450
William W. Boyd 3,000 3,000 2,400 4,200 109,950
Douglas A. Hacker 2,800 2,800 2,200 4,000 93,950
Janet Langford Kelly 2,800 2,800 2,200 4,000 103,450
Charles R. Nelson 2,900 2,900 2,300 4,100 108,050
Thomas C. Theobald 2,800 2,800 2,200 4,000 103,450

Aggregate Total
Aggregate Compensation From Compensation From
Trustee Compensation High Yield the Fund Complex
------- From Municipal Municipals Paid to the
Money Market Portfolio Trustees for the
Portfolio for for the Fiscal Calendar Year
the Fiscal Year Year Ended June Ended December
Ended June 30, 30, 2000 31, 1999*
2000
Lindsay Cook -0- -0- -0-
John A. Bacon Jr. $2,200 2,800 $103,450
William W. Boyd 2,400 3,000 109,950
Douglas A. Hacker 2,200 2,800 93,950
Janet Langford Kelly 2,200 2,800 103,450
Charles R. Nelson 2,300 2,900 108,050
Thomas C. Theobald 2,200 2,800 103,450

---------------
* At June 30, 2000, 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.
</TABLE>
<TABLE>
<CAPTION>

Item 14. Control Persons and Principal Holders of Securities. As of September
30, 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:

-----------------------------------------------------------------------------------------------------------------------
Percentage of
Outstanding
Fund Portfolio Interests Held (%)
<S> <C> <C> <C>
-----------------------------------------------------------------------------------------------------------------------
Liberty Municipal Money Market Fund SR&F Municipal Money Market Portfolio 10.3

-----------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------
Stein Roe Municipal Money Market Fund SR&F Municipal Money Market Portfolio 89.6
-----------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------
Stein Roe High-Yield Municipals Fund SR&F High-Yield Municipals Portfolio 99.9
-----------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------
Stein Roe Advisor High Yield Municipals Fund SR&F High-Yield Municipals Portfolio 0.0
-----------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------
Liberty Money Market Fund SR&F Cash Reserves Portfolio 35.0
-----------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------
Stein Roe Cash Reserves Fund SR&F Cash Reserves Portfolio 64.3
-----------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------
Stein Roe Intermediate Bond Fund SR&F Intermediate Bond Portfolio 100.0
-----------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------
Liberty Intermediate Bond Fund SR&F Intermediate Bond Portfolio 0.0
-----------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------
Stein Roe Income Fund SR&F Income Portfolio 99.9
-----------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------
Stein Roe Institutional Client High Yield Fund SR&F High Yield Portfolio 68.6
-----------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------
Stein Roe High Yield Fund SR&F High Yield Portfolio 31.34
-----------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------
Stein Roe Growth & Income Fund SR&F Growth & Income Portfolio 99.9
-----------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------
Liberty Value Opportunities Fund SR&F Growth & Income Portfolio 0.0

The address of each Fund listed is One Financial Center, Boston, MA 02111.

</TABLE>

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 (in thousands):

--------------------------------------------------------------------------------------------------
Year Ended Year Ended Year Ended
Portfolio 6/30/00 6/30/99 6/30/98
<S> <C> <C> <C> <C>

--------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------
SR&F Municipal Money Portfolio $27 $27 $27
--------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------
SR&F High-Yield Municipals Portfolio 30 32 13
--------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------
SR&F Cash Reserves Portfolio 44 42 13
--------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------
SR&F Intermediate Bond Portfolio 34 35 14
--------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------
SR&F Income Portfolio 30 33 14
--------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------
SR&F High Yield Portfolio 25 26 25
--------------------------------------------------------------------------------------------------

<PAGE>

--------------------------------------------------------------------------------------------------
Year Ended Year Ended Year Ended
Portfolio 9/30/99 9/30/98 9/30/97
--------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------
SR&F Balanced Portfolio $30 $31 $20
--------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------
SR&F Growth & Income Portfolio 34 33 21
--------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------
SR&F Growth Stock Portfolio 50 42 25
--------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------
SR&F Growth Investor Portfolio 47 40 22
--------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------
SR&F Disciplined Stock Portfolio 43 55 35
--------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------
SR&F International Portfolio 27 27 18
--------------------------------------------------------------------------------------------------

</TABLE>

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, 2000, statements of assets and liabilities as of
June 30, 2000, statements of operations and statements of changes in net assets
for the period ended June 30, 2000, and notes thereto) and reports of
independent auditors, which are contained in the June 30, 2000 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.

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.)*
(3) Amendment to By-Laws dated March 15, 2000
(4) Amendment to By-Laws dated September 28, 2000
(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 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.

Liberty Municipal Money Market Fund ("Liberty 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.

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 Chairman, President and
......... Chief Executive Officer
Loren A. Hansen Senior Vice President
Clare M. Hounsell Vice President
Deborah A. Jansen Senior Vice President
North T. Jersild Vice President
Joseph R. Palombo Executive Vice President
Yvonne T. Shields Vice President

SR&F BASE TRUST
William D. Andrews Executive Vice-President
Christine Balzano Vice President
David P. Brady Vice-President
Daniel K. Cantor Vice-President
Kevin M. Carome Executive VP VP; Secretary
Denise E. Chasmer 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
Gail D. Knudsen Vice President
Stephen F. Lockman Vice-President
Pamela A. McGrath Senior VP;Treasurer
Mary D. McKenzie Vice President
Jane M. Naeseth Vice-President
Maureen G. Newman Vice-President
Nicholas S. Norton....Vice President
Joseph R. Palombo Trustee
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
Christine Balzano Vice President
Kevin M. Carome Executive VP VP;Secy.
Denise E. Chasmer Vice President
Stephen E. Gibson President
Loren A. Hansen Executive Vice-President
Michael T. Kennedy Vice-President
Gail D. Knudsen Vice President
Stephen F. Lockman Vice-President
Pamela A. McGrath Senior VP;Treasurer
Mary D. McKenzie Vice President
Jane M. Naeseth Vice-President
Nicholas S. Norton.........Vice President
Joseph R. Palombo Trustee

LIBERTY-STEIN ROE FUNDS INVESTMENT TRUST
William D. Andrews Executive Vice-President
Christine Balzano Vice President
David P. Brady Vice-President
Daniel K. Cantor Vice-President
Kevin M. Carome Executive VP VP; Sec; Asst. Secy.
Denise E. Chasmer Vice President
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
Gail D. Knudson Vice President
Pamela A. McGrath Senior VP;Treasurer
Mary D. McKenzie Vice President
Nicholas S. Norton......... Vice President
Joseph R. Palombo Trustee

LIBERTY-STEIN ROE ADVISOR TRUST
William D. Andrews Executive Vice-President
David P. Brady Vice-President
Christine Balzano Vice President
Daniel K. Cantor Vice-President
Kevin M. Carome Executive VP; VP;Sec; Asst. Secy.
Denise E. Chasmer Vice President
Stephen E. Gibson President
Erik P. Gustafson Vice-President
Loren A. Hansen Executive Vice-President
Harvey B. Hirschhorn Vice-President
Gail D. Knudson Vice President
Michael T. Kennedy Vice-President
Stephen F. Lockman Vice-President
Pamela A. McGrath Senior VP;Treasurer
Mary D. McKenzie Vice President
Maureen G. Newman Vice-President
Nicholas S. Norton......... Vice President
Joseph R. Palombo Trustee

LIBERTY-STEIN ROE FUNDS MUNICIPAL TRUST
William D. Andrews Executive Vice-President
Christine Balzano Vice President
Kevin M. Carome Executive VP VP; Sec; Asst. Secy.
Denise E. Chasmer Vice President
Stephen E. Gibson President
Loren A. Hansen Executive Vice-President
Brian M. Hartford Vice-President
Gail D. Knudsen Vice President
William C. Loring Vice-President
Pamela A. McGrath Senior VP;Treasurer
Mary D. McKenzie Vice President
Maureen G. Newman Vice-President
Nicholas S. Norton......... Vice President
Joseph R. Palombo Trustee
Veronica M. Wallace Vice-President

STEINROE VARIABLE INVESTMENT TRUST
William D. Andrews Executive Vice-President
Christine Balzano Vice President
Kevin M. Carome Executive VP VP; Sec; Asst. Secy.
Denise E. Chasmer Vice President
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
Gail D. Knudsen Vice President
Pamela A. McGrath Senior VP;Treasurer
Mary D. McKenzie Vice President
Jane M. Naeseth Vice President
Nicholas S. Norton......... Vice President
Joseph R. Palombo Trustee
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 VP;Sec; Asst. Secy.
Christine Balzano Vice President
Denise E. Chasmer Vice President
Stephen E. Gibson President
Brian W. Good Vice-President
James R. Fellows Vice-President
Loren A. Hansen Executive Vice-President
Gail D. Knudsen Vice President
Pamela A. McGrath Senior VP;Treasurer
Mary D. McKenzie Vice President
Nicholas S. Norton......... Vice President
Joseph R. Palombo Trustee

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.
Kevin M. Carome, Executive Vice-President
SR&F Base Trust
One Financial Center
Boston, MA 02111

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 Boston and
State of Massachusetts on the 27th day of October, 2000.

SR&F BASE TRUST

By: STEPHEN E. GIBSON
Stephen E. Gibson
President

<PAGE>

SR&F BASE TRUST
INDEX TO EXHIBITS FILED WITH THIS REGISTRATION STATEMENT

Exhibit
Number Description
(b) 3 Amendment to By-Laws dated March 15, 2000
(b) 4 Amendment to By-Laws dated September 28, 2000