EX-99 3 exh.txt STEIN ROE INTERMEDIATE MUNICIPAL FUND (a) On December 27, 2000, a Special Meeting of Shareholders of Stein Roe Intermediate Municipal Fund was held to approve the following items, as described in the Proxy Statement for the Meeting. The election of eleven Trustees was passed on December 27, 2000, however, the approval of the remaining proposals did not pass and the Meeting was adjourned until January 25, 2001. On September 29, 2000 the record date for the Meeting, the NAV of shares issued and outstanding were 139,788,881.73. The votes cast at the Meeting were as follows: (b)1. Election of eleven Trustees: For Withheld Douglas A. Hacker 71,671,415.1394 2,323,184.1840 Janet Langford Kelly 71,671,415.1394 2,323,184.1840 Richard W. Lowry 71,583,937.9440 2,410,661.3794 Salvatore Macera 71,478,054.8606 2,516,544.4627 William E. Mayer 71,575,914.5026 2,418,684.8208 Charles R. Nelson 71,661,108.6922 2,333,490.6312 John J. Neuhauser 71,648,240.8546 2,346,358.4688 Joseph R. Palombo 71,588,782.3402 2,405,816.9832 Thomas E. Stitzel 71,671,415.1394 2,323,184.1840 Thomas C. Theobald 71,593,771.6915 2,400,827.6318 Anne-Lee Verville 71,671,415.1394 2,323,184.1840 (c)1. To approve the reclassification of the fundamental investment restriction prohibiting the purchase of securities on margin as non-fundamental. NAV % of NAV to Total % of NAV to Total Outstanding NAV NAV Voted For 64,535,687.54 46.1665% 77.9923% Against 7,698,490.02 5.5072% 9.3037% Abstain 4,201,790.47 3.0058% 5.0779% Delivered Not Voted 6,310,254.24 4.5141% 10.67% (c)2. To approve the reclassification of the fundamental investment restriction prohibiting the pledging of securities as non-fundamental. NAV % of NAV to Total % of NAV to Total Outstanding NAV NAV Voted For 64,207,385.34 45.9317% 77.5955% Against 7,668,114.70 5.4855% 9.2670% Abstain 4,560,467.99 3.2624% 5.5114% Delivered Not Voted 6,310,254.24 4.5141% 7.63% (c)3. To approve the reclassification of the fundamental investment restriction prohibiting the purchase of securities from affiliates of the Fund as non-fundamental. NAV % of NAV to Total % of NAV to Total Outstanding NAV NAV Voted For 64,165,615.56 45.9018% 77.5451% Against 7,619,175.07 5.4505% 9.2079% Abstain 4,651,177.40 3.3273% 5.6210% Delivered Not Voted 6,310,254.24 4.5141% 10.67% (c)4. To approve the modification of the fundamental investment restriction relating to borrowing. NAV % of NAV to Total % of NAV to Total Outstanding NAV NAV Voted For 64,008,822.83 45.7896% 77.3556% Against 7,865,930.97 5.6270% 9.5061% Abstain 4,561,214.23 3.2629% 5.5123% Delivered Not Voted 6,310,254.24 4.5141% 10.67% (d) Not applicable. (proxy statement incorporated herein by reference to Accession number 0000021832-00-0000357) STEIN ROE HIGH YIELD MUNICIPAL FUND (a) On December 27, 2000, a Special Meeting of Shareholders of Stein Roe High Yield Municipal Fund was held to approve the following items, as described in the Proxy Statement for the Meeting. On September 29, 2000 the record date for the Meeting, the NAV of shares issued and outstanding were 248,396,592.92. The votes cast at the Meeting were as follows: (b)1. Election of eleven Trustees: For Withheld Douglas A. Hacker 130,716,346.1631 3,815,772.0886 Janet Langford Kelly 130,492,483.8558 4,040,643.5865 Richard W. Lowry 130,734,348.8931 3,798,778.5491 Salvatore Macera 130,589,707.7394 3,943,419.7029 William E. Mayer 130,785,037.2892 3,748,090.1530 Charles R. Nelson 130,486,282.6543 4,046,844.7879 John J. Neuhauser 130,676,444.1842 3,856,683.2581 Joseph R. Palombo 130,409,124.9108 4,124,002.5314 Thomas E. Stitzel 130,746,189.9807 3,786,937.4616 Thomas C. Theobald 130,375,896.0823 4,157,231.3599 Anne-Lee Verville 130,595,922.3071 3,937,205.1352 (b)2. Election of a Board of Trustees of SR&F Base Trust. NAV % of NAV to Total % of NAV to Total Outstanding NAV NAV Voted For 120,267,131.06 92.17% 89.40% Against 8,461,050.48 6.48% 6.29% Abstain 5,804,945.90 4.45% 4.31% (c)1. To approve the reclassification of the fundamental investment restriction prohibiting the purchase of securities on margin as non-fundamental. NAV % of NAV to Total % of NAV to Total Outstanding NAV NAV Voted For 112,408,406.12 45.2536% 77.2300% Against 13,626,093.65 5.4856% 9.3618% Abstain 7,641,401.13 3.0763% 5.2500% Delivered Not Voted 11,874,214.00 4.7803% 8.1582% (c)2. To approve the reclassification of the fundamental investment restriction prohibiting the purchase of securities on margin as non-fundamental for the High Yield Municipals Portfolio of SR&F Base Trust. NAV % of NAV to Total % of NAV to Total Outstanding NAV NAV Voted For 112,082,954.73 45.1226% 77.0064% Against 14,659,947.62 5.9018% 10.0721% Abstain 6,932,998.55 2.7911% 4.7633% Delivered Not Voted 11,874,214.00 4.7803% 8.1582% (c)3. To approve the reclassification of the fundamental investment restriction prohibiting the pledging of securities on margin as non-fundamental. NAV % of NAV to Total % of NAV to Total Outstanding NAV NAV Voted For 111,242,565.19 44.7843% 76.4290% Against 14,371,385.93 5.7857% 9.8738% Abstain 8,061,949.78 3.2456% 5.5390% Delivered Not Voted 11,871,214.00 4.7803% 8.1582% (c)4. To approve the reclassification of the fundamental investment restriction prohibiting the pledging of securities on margin as non-fundamental for the High Yield Municipals Portfolio of SR&F Base Trust. NAV % of NAV to Total % of NAV to Total Outstanding NAV NAV Voted For 112,408,093.54 45.2535% 77.2298% Against 13,688,857.84 5.5109% 9.4049% Abstain 7,578,949.52 3.0511% 5.2071% Delivered Not Voted 11,874,214.00 4.7803% 8.1582% (c)5. To approve the reclassification of the fundamental investment restriction prohibiting the purchase of securities from affiliates of the Fund as non-fundamental. NAV % of NAV to Total % of NAV to Total Outstanding NAV NAV Voted For 108,824,581.53 43.8108% 74.7678% Against 16,031,204.61 6.4539% 11.0142% Abstain 8,820,114.76 3.5508% 6.0598% Delivered Not Voted 11,874,214.00 4.7803% 8.1582% (c)6. To approve the reclassification of the fundamental investment restriction prohibiting the purchase of securities from affiliates of the Fund as non-fundamental for the High Yield Municipals Portfolio of SR&F Base Trust. NAV % of NAV to Total % of NAV to Total Outstanding NAV NAV Voted For 109,358,064.22 44.0256% 75.1343% Against 16,343,876.55 6.5798% 11.2290% Abstain 7,973,960.14 3.2102% 5.4785% Delivered Not Voted 11,874,214.00 4.7803% 8.1582% (c)7. To approve the modification of the fundamental investment restriction relating to borrowing. NAV % of NAV to Total % of NAV to Total Outstanding NAV NAV Voted For 109,029,288.26 43.8932% 74.9084% Against 16,010,675.66 6.4456% 11.0001% Abstain 8,635,936.98 3.4767% 5.9333% Delivered Not Voted 11,874,214.00 4.7803% 8.1582% (c)8. To approve the modification of the fundamental investment restriction relating to borrowing for the High Yield Municipals Portfolio of SR&F Base Trust. NAV % of NAV to Total % of NAV to Total Outstanding NAV NAV Voted For 109,347,563.96 44.0214% 75.1271% Against 16,202,824.04 6.5230% 11.1321% Abstain 8,125,512.90 3.2712% 5.5826% Delivered Not Voted 11,874,214.00 4.7803% 8.1582% (d) Not applicable. (proxy statement incorporated herein by reference to Accession number 0000021832-00-0000357) STEIN ROE MUNICIPAL MONEY MARKET FUND (a) On December 27, 2000, a Special Meeting of Shareholders of Stein Roe Municipal Money Market Fund was held to approve the following items, as described in the Proxy Statement for the Meeting. The election of eleven Trustees was passed on December 27, 2000, however, the approval of the remaining proposals did not pass and the Meeting was adjourned until January 25, 2001. On September 29, 2000 the record date for the Meeting, the NAV of shares issued and outstanding were 108,251,309.90. The votes cast at the Meeting were as follows: (b)1. Election of eleven Trustees: For Withheld Douglas A. Hacker 48,889,543.7210 6,229,195.1800 Janet Langford Kelly 48,465,322.2510 6,653,416.6500 Richard W. Lowry 48,809,768.1510 6,308,970.7500 Salvatore Macera 48,740,648.6810 6,378,090.2200 William E. Mayer 48,747,527.1310 6,371,211.7700 Charles R. Nelson 48,867,208.9210 6,251,529.9800 John J. Neuhauser 48,876,139.7710 6,242,599.1300 Joseph R. Palombo 48,745,307.7210 6,373,431.1800 Thomas E. Stitzel 48,876,139.7710 6,242,599.1300 Thomas C. Theobald 48,464,006.3210 6,654,732.5800 Anne-Lee Verville 48,857,441.1910 6,261,297.7100 (b)2. Election of a Board of Trustees of SR&F Base Trust. NAV % of NAV to Total % of NAV to Total Outstanding NAV NAV Voted For 48,876,139.7710 45.15% 88.6743% Against 6,242,599.1300 5.77% 11.3257% (c)1. To approve the reclassification of the fundamental investment restriction prohibiting the purchase of securities on margin as non-fundamental. NAV % of NAV to Total % of NAV to Total Outstanding NAV NAV Voted For 52,420,098.22 48.4244% 82.18% Against 7,479,644.17 6.9095% 11.73% Abstain 3,750,517.51 3.4646% 5.88% Delivered Not Voted 140,416.00 0.1297% 0.22% (c)2. To approve the reclassification of the fundamental investment restriction prohibiting the purchase of securities on margin as non-fundamental for the Municipal Money Market Portfolio of SR&F Base Trust. NAV % of NAV to Total % of NAV to Total Outstanding NAV NAV Voted For 51,919,090.40 47.9616% 81.39% Against 7,594,737.19 7.0158% 11.91% Abstain 3,918,913.60 3.6202% 6.14% Delivered Not Voted 140,416.00 0.1297% 0.22% (c)3. To approve the reclassification of the fundamental investment restriction on pledging of securities as non-fundamental. NAV % of NAV to Total % of NAV to Total Outstanding NAV NAV Voted For 52,006,788.45 48.0426% 81.53% Against 7,504,742.67 6.9327% 11.76% Abstain 3,921,210.07 3.6223% 6.15% Delivered Not Voted 140,416.00 0.1297% 0.22% (c)4. To approve the reclassification of the fundamental investment restriction on pledging of securities as non-fundamental for the Municipal Money Market Portfolio of SR&F Base Trust. NAV % of NAV to Total % of NAV to Total Outstanding NAV NAV Voted For 52,040,643.94 48.0739% 81.58% Against 7,543,019.98 6.9681% 11.82% Abstain 3,849,077.27 3.5557% 6.03% Delivered Not Voted 140,416.00 0.1297% 0.22% (c)5. To approve the reclassification of the fundamental investment restriction prohibiting the purchase of securities from affiliates of the Fund as non-fundamental. NAV % of NAV to Total % of NAV to Total Outstanding NAV NAV Voted For 51,616,606.10 47.6822% 80.92% Against 7,565,791.02 6.9891% 11.86% Abstain 4,250,344.07 3.9264% 6.66% Delivered Not Voted 140,416.00 0.1297% 0.22% (c)6. To approve the reclassification of the fundamental investment restriction prohibiting the purchase of securities from affiliates of the Fund as non-fundamental for the Municipal Money Market Portfolio of SR&F Base Trust. NAV % of NAV to Total % of NAV to Total Outstanding NAV NAV Voted For 51,599,324.05 47.6662% 80.89% Against 7,583,063.07 7.0051% 11.89% Abstain 4,250,354.07 3.9264% 6.66% Delivered Not Voted 140,416.00 0.1297% 0.22% (c)7. To approve the reclassification of the fundamental investment restriction of the purchase of "other securities" as non-fundamental. NAV % of NAV to Total % of NAV to Total Outstanding NAV NAV Voted For 51,656,908.12 47.7194% 80.98% Against 7,515,234.89 6.9424% 11.78% Abstain 4,260,598.18 3.9358% 6.68% Delivered Not Voted 140,416.00 0.1297% 0.22% (c)8. To approve the reclassification of the fundamental investment restriction of the purchase of "other securities" as non-fundamental for the Municipal Money Market Portfolio of SR&F Base Trust. NAV % of NAV to Total % of NAV to Total Outstanding NAV NAV Voted For 51,647,097.90 47.7104% 80.96% Against 7,513,433.25 6.9407% 11.78% Abstain 4,272,210.04 3.9466% 6.70% Delivered Not Voted 140,416.00 0.1297% 0.22% (c)9. To approve the modification of the fundamental investment restriction relating to borrowing. NAV % of NAV to Total % of NAV to Total Outstanding NAV NAV Voted For 51,299,611.62 47.3894% 80.42% Against 7,662,904.07 7.0788% 12.01% Abstain 4,470,225.50 4.1295% 7.01% Delivered Not Voted 140,416.00 0.1297% 0.22% (c)10. To approve the modification of the fundamental investment restriction relating to borrowing for the Municipal Money Market Portfolio of SR&F Base Trust. NAV % of NAV to Total % of NAV to Total Outstanding NAV NAV Voted For 51,274,444.30 47.3661% 80.38% Against 7,829,986.57 7.2332% 12.27% Abstain 4,328,310.32 3.9984% 6.79% Delivered Not Voted 140,416.00 0.1297% 0.22% (d) Not applicable. (proxy statement incorporated herein by reference to Accession number 0000021832-00-0000357) STEIN ROE MANAGED MUNICIPALS FUND (a) On December 27, 2000, a Special Meeting of Shareholders of Stein Roe Managed Municipals Fund was held to approve the following items, as described in the Proxy Statement for the Meeting. The election of eleven Trustees was passed on December 27, 2000, however, the approval of the remaining proposals did not pass and the Meeting was adjourned until January 25, 2001. On September 29, 2000 the record date for the Meeting, the NAV of shares issued and outstanding were 454,770,413.18. The votes cast at the Meeting were as follows: (b) Election of eleven Trustees: For Withheld Douglas A. Hacker 281,232,315.7350 7,262,959.0182 Janet Langford Kelly 281,133,788.8585 7,361,485.8948 Richard W. Lowry 281,080,719.0279 7,414,555.7254 Salvatore Macera 280,957,668.9000 7,537,605.8533 William E. Mayer 280,767,168.8622 7,728,105.8911 Charles R. Nelson 281,635,393.1031 6,859,881.6502 John J. Neuhauser 281,358,844.9685 7,136,429.7848 Joseph R. Palombo 280,892,520.9138 7,602,753.8395 Thomas E. Stitzel 281,568,568.5227 6,926,706.2306 Thomas C. Theobald 281,096,703.7188 7,398,571.0345 Anne-Lee Verville 281,345,321.2082 7,149,953.5451 (c)1. To approve the reclassification of the fundamental investment restriction prohibiting the purchase of securities on margin as non-fundamental. NAV % of NAV to Total % of NAV to Total Outstanding NAV NAV Voted For 223,561,755.31 49.1593% 77.4923% Against 27,512,946.56 6.0499% 9.5367% Abstain 20,951,904.50 4.6071% 7.2625% Delivered Not Voted 16,468,668.38 3.6213% 5.7085% (c)2. To approve the reclassification of the fundamental investment restriction on pledging securities as non-fundamental. NAV % of NAV to Total % of NAV to Total Outstanding NAV NAV Voted For 220,778,113.74 48.5472% 76.5275% Against 27,940,052.05 6.1438% 9.6848% Abstain 23,308,440.58 5.1253% 8.0793% Delivered Not Voted 16,468,668.38 3.6213% 5.7085% (c)3. To approve the reclassification of the fundamental investment restriction on the purchase of securities from affiliates of a fund as non-fundamental. NAV % of NAV to Total % of NAV to Total Outstanding NAV NAV Voted For 219,653,186.95 48.2998% 76.1375% Against 30,580,259.29 6.7243% 10.5999% Abstain 21,793,160.14 4.7921% 7.5541% Delivered Not Voted 16,468,668.38 3.6213% 5.7085% (c)4. To approve the reclassification of the fundamental investment restriction on the purchase of "other securities" as non-fundamental. NAV % of NAV to Total % of NAV to Total Outstanding NAV NAV Voted For 220,454,395.60 48.4760% 76.4153% Against 29,254,320.75 6.4328% 10.1403% Abstain 22,317,890.02 4.9075% 7.7360% Delivered Not Voted 16,468,668.38 0.0013% 5.7085% (c)5. To approve the modification of the fundamental investment restriction relating to borrowing. NAV % of NAV to Total % of NAV to Total Outstanding NAV NAV Voted For 219,099,341.08 48.1780% 75.9456% Against 30,566,768.79 6.7214% 10.5952% Abstain 22,360,496.50 4.9169% 7.7507% Delivered Not Voted 16,468,668.38 3.6213% 5.7085% (d) Not applicable. (proxy statement incorporated herein by reference to Accession number 0000021832-00-0000357) 77Q1(A) Accountant's Report on Internal Control [Ernst & Young logo] Ernst & Young LLP 200 Clarendon Street Boston, MA 02116-5072 REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS Board of Trustees of Liberty-Stein Roe Funds Municipal Trust In planning and performing our audit of the financial statements of the Funds listed in the appendix attached hereto (the "Funds"), each a series of Liberty-Stein Roe Funds Municipal Trust (the "Trust"), for the year ended June 30, 2001, we considered each Fund's internal control, including control activities for safeguarding securities, to determine our auditing procedures for the purpose of expressing our opinion on the financial statements and to comply with the requirements of Form N-SAR, and not to provide assurance on internal control. The management of the Trust is responsible for establishing and maintaining internal control. In fulfilling this responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of internal control. Generally, internal controls that are relevant to an audit pertain to the Trust's objective of preparing financial statements for external purposes that are fairly presented in conformity with generally accepted accounting principles. Those internal controls include the safeguarding of assets against unauthorized acquisition, use, or disposition. Because of inherent limitations in any internal control, misstatements due to errors or fraud may occur and not be detected. Also, projections of any evaluation of internal control to future periods are subject to the risk that internal control may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Our consideration of internal control would not necessarily disclose all matters in internal control that might be material weaknesses under standards established by the American Institute of Certified Public Accountants. A material weakness is a condition in which the design or operation of one or more of the internal control components does not reduce to a relatively low level the risk that errors or fraud in amounts that would be material in relation to the financial statements being audited may occur and not be detected within a timely period by employees in the normal course of performing their assigned functions. However, we noted no matters involving internal control, including control activities for safeguarding securities, and its operation that we consider to be material weaknesses as defined above as of June 30, 2001. This report is intended solely for the information and use of the Board of Trustees and management of the Trust and the Securities and Exchange Commission and is not intended to be and should not be used by anyone other than these specified parties. ERNST & YOUNG LLP Boston, Massachusetts August 22, 2001 Appendix Liberty-Stein Roe Funds Municipal Trust: Stein Roe High-Yield Municipals Fund, Class S Liberty High Income Municipals Fund Class A Stein Roe Intermediate Municipals Fund Stein Roe Managed Municipals Fund Stein Roe Municipal Money Market Fund 77Q1(B) Amended By-Laws C E R T I F I C A T E I, Kevin S. Jacobs, hereby certify that I am the duly and acting Assistant Secretary of Liberty-Stein Roe Funds Municipal Trust, a Massachusetts business trust (the "Trust") and that the following is a true and correct copy of a certain resolution duly adopted by the Board of Trustees of the Trust at a meeting duly convened and held on June 20, 2001 in accordance with the By-Laws: RESOLVED, that Section 4.12 of the By-Laws is amended and restated as follows: Controller and Chief Accounting Officer. The controller shall be the officer of the Trust primarily responsible for ensuring all expenditures of the Trust are reasonable and appropriate. The controller shall be responsible for oversight and maintenance of liquidity and leverage facilities available to the Trust and shall have such other duties and powers as may be designated from time to time by the Trustees or the president. The chief accounting officer of the Trust shall be in charge of its books and accounting records. The chief accounting officer shall be responsible for preparation of financial statements of the Trust and shall have such other duties and powers as may be designated from time to time by the Trustees or the president. Any assistant controller may perform such duties of the controller as the controller or the Board of Trustees may assign, of the controller. IN WITNESS WHEREOF, I have hereunto set my hand this 20th day of June, 2001. ------------------------------------ Assistant Secretary