PLEASE VOTE PROMPTLY
*********************************
Your vote is important, no matter how many shares you own. Please vote on the
reverse side of this proxy card and sign in the space(s) provided. Return your
completed proxy card in the enclosed envelope today.
You may receive additional proxies for other accounts. These are not duplicates;
you should sign and return each proxy card in order for your votes to be
counted.
This proxy is solicited on behalf of the Board of Trustees. The signers of
this proxy hereby appoint William J. Ballou, Nancy L. Conlin, Stephen E.
Gibson, Timothy J. Jacoby and Davey S. Scoon each of them proxies of the
signers, with power of substitution to vote at the Special Meetings of
Shareholders to be held at Boston, Massachusetts, on Friday,
October 30, 1998, and at any adjournments, as specified herein, and in
accordance with their best judgement, on any other business that may properly
come before this meeting.
After careful review, the Board of Trustees unanimously has recommended a vote
"FOR" all matters.
<PAGE>
Colonial Investors Service Center, Inc.
P.O. Box 1722
Boston, Massachusetts 02105-1722
COLONIAL CALIFORNIA TAX-EXEMPT FUND
BANKBOSTON NA TTEE
KEY PRO SERVICES
401K RETIREMENT PLAN
A/C ROBERT R POTVIN
6 HERITAGE DRIVE
HOOKSETT NH 03106-2141
PLEASE READ BOTH SIDES OF THIS CARD
VOTE TODAY!
This proxy, when properly executed, will be voted in the manner directed herein
and, absent direction, will be voted FOR Items below. This proxy will be voted
in accordance with the holder's best judgement as to any other matter.
The Board of Trustees recommends a vote FOR the following Items:
1. Elect the Board of Trustees (Item 1 of the Notice).
Robert J. Birnbaum Salvatore Macera
Tom Bleasdale James L. Moody, Jr.
John Carberry John J. Neuhauser
Lora S. Collins Thomas E. Stitzel
James E. Grinnell Robert L. Sullivan
Richard W. Lowry Anne-Lee Verville
William E. Mayer
For All For All
Nominees Withhold Except
| | | | | |
Instruction: To withhold authority to vote for any individual nominee, mark the
"For All Except" box and strike a line through the name of the nominee. Your
shares will be voted for the remaining nominees.
2. To approve or disapprove amending fundamental investment policies regarding
borrowing and lending (Item 2 of the Notice)
For Against Abstain
| | | | | |
3. To approve or disapprove amending the fundamental investment limitation
regarding diversification (Item 4 of the Notice).
For Against Abstain
| | | | | |
4. To approve or disapprove policies for a master fund/feeder fund structure
(Item 5 of the Notice).
For Against Abstain
| | | | | |
MARK BOX AT RIGHT FOR ADDRESS CHANGE AND NOTE BELOW | |
- ----------------------------------------
- ----------------------------------------
PLEASE MARK, SIGN DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE. Please sign exactly as name or names appear hereon. Joint owners
should each sign personally. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
Signature(s) _____________________ Date ___________________________
<PAGE>
PLEASE VOTE PROMPTLY
*********************************
Your vote is important, no matter how many shares you own. Please vote on the
reverse side of this proxy card and sign in the space(s) provided. Return your
completed proxy card in the enclosed envelope today.
You may receive additional proxies for other accounts. These are not duplicates;
you should sign and return each proxy card in order for your votes to be
counted.
This proxy is solicited on behalf of the Board of Trustees. The signers of
this proxy hereby appoint William J. Ballou, Nancy L. Conlin, Stephen E.
Gibson, Timothy J. Jacoby and Davey S. Scoon each of them proxies of the
signers, with power of substitution to vote at the Special Meetings of
Shareholders to be held at Boston, Massachusetts, on Friday,
October 30, 1998, and at any adjournments, as specified herein, and in
accordance with their best judgement, on any other business that may properly
come before this meeting.
After careful review, the Board of Trustees unanimously has recommended a vote
"FOR" all matters.
<PAGE>
Colonial Investors Service Center, Inc.
P.O. Box 1722
Boston, Massachusetts 02105-1722
COLONIAL GLOBAL UTILITIES TRUST
COLONIAL MONEY MARKET TRUST
COLONIAL MUNICIPAL MONEY MARKET TRUST
LFC UTILITIES TRUST
BANKBOSTON NA TTEE
KEY PRO SERVICES
401K RETIREMENT PLAN
A/C ROBERT R POTVIN
6 HERITAGE DRIVE
HOOKSETT NH 03106-2141
PLEASE READ BOTH SIDES OF THIS CARD
VOTE TODAY!
This proxy, when properly executed, will be voted in the manner directed herein
and, absent direction, will be voted FOR Item below. This proxy will be voted
in accordance with the holder's best judgement as to any other matter.
The Board of Trustees recommends a vote FOR the following Items:
1. Elect the Board of Trustees (Item 1 of the Notice).
Robert J. Birnbaum Salvatore Macera
Tom Bleasdale James L. Moody, Jr.
John Carberry John J. Neuhauser
Lora S. Collins Thomas E. Stitzel
James E. Grinnell Robert L. Sullivan
Richard W. Lowry Anne-Lee Verville
William E. Mayer
For All For All
Nominees Withhold Except
| | | | | |
Instruction: To withhold authority to vote for any individual nominee, mark the
"For All Except" box and strike a line through the name of the nominee. Your
shares will be voted for the remaining nominees.
MARK BOX AT RIGHT FOR ADDRESS CHANGE AND NOTE BELOW | |
- ----------------------------------------
- ----------------------------------------
PLEASE MARK, SIGN DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE. Please sign exactly as name or names appear hereon. Joint owners
should each sign personally. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
Signature(s) _____________________ Date ___________________________
<PAGE>
PLEASE VOTE PROMPTLY
*********************************
Your vote is important, no matter how many shares you own. Please vote on the
reverse side of this proxy card and sign in the space(s) provided. Return your
completed proxy card in the enclosed envelope today.
You may receive additional proxies for other accounts. These are not duplicates;
you should sign and return each proxy card in order for your votes to be
counted.
This proxy is solicited on behalf of the Board of Trustees. The signers of
this proxy hereby appoint William J. Ballou, Nancy L. Conlin, Stephen E.
Gibson, Timothy J. Jacoby and Davey S. Scoon each of them proxies of the
signers, with power of substitution to vote at the Special Meetings of
Shareholders to be held at Boston, Massachusetts, on Friday,
October 30, 1998, and at any adjournments, as specified herein, and in
accordance with their best judgement, on any other business that may properly
come before this meeting.
After careful review, the Board of Trustees unanimously has recommended a vote
"FOR" all matters.
<PAGE>
Colonial Investors Service Center, Inc.
P.O. Box 1722
Boston, Massachusetts 02105-1722
COLONIAL STRATEGIC INCOME FUND
COLONIAL SELECT VALUE FUND
COLONIAL AGGRESSIVE GROWTH FUND
COLONIAL INTERNATIONAL EQUITY FUND
COLONIAL EQUITY INCOME FUND
COLONIAL SMALL CAP VALUE FUND
COLONIAL MASSACHUSETTS TAX-EXEMPT FUND
COLONIAL MINNESOTA TAX-EXEMPT FUND
COLONIAL MICHIGAN TAX-EXEMPT FUND
COLONIAL OHIO TAX-EXEMPT FUND
COLONIAL NEW YORK TAX-EXEMPT FUND
COLONIAL NORTH CAROLINA TAX-EXEMPT FUND
COLONIAL CONNECTICUT TAX-EXEMPT FUND
COLONIAL INTERMEDIATE TAX-EXEMPT FUND
COLONIAL FLORIDA TAX-EXEMPT FUND
COLONIAL STRATEGIC BALANCED FUND
COLONIAL SHORT DURATION U.S. GOVERNMENT FUND
COLONIAL U.S. GROWTH & INCOME FUND
STEIN ROE ADVISOR TAX-MANAGED GROWTH FUND
BANKBOSTON NA TTEE
KEY PRO SERVICES
401K RETIREMENT PLAN
A/C ROBERT R POTVIN
6 HERITAGE DRIVE
HOOKSETT NH 03106-2141
PLEASE READ BOTH SIDES OF THIS CARD
VOTE TODAY!
This proxy, when properly executed, will be voted in the manner directed herein
and, absent direction, will be voted FOR Items below. This proxy will be voted
in accordance with the holder's best judgement as to any other matter.
The Board of Trustees recommends a vote FOR the following Items:
1. Elect the Board of Trustees (Item 1 of the Notice).
Robert J. Birnbaum Salvatore Macera
Tom Bleasdale James L. Moody, Jr.
John Carberry John J. Neuhauser
Lora S. Collins Thomas E. Stitzel
James E. Grinnell Robert L. Sullivan
Richard W. Lowry Anne-Lee Verville
William E. Mayer
For All For All
Nominees Withhold Except
| | | | | |
Instruction: To withhold authority to vote for any individual nominee, mark the
"For All Except" box and strike a line through the name of the nominee. Your
shares will be voted for the remaining nominees.
2. To approve or disapprove amending fundamental investment policies regarding
borrowing and lending (Item 2 of the Notice)
For Against Abstain
| | | | | |
3. To approve or disapprove policies for a master fund/feeder fund structure
(Item 5 of the Notice).
For Against Abstain
| | | | | |
MARK BOX AT RIGHT FOR ADDRESS CHANGE AND NOTE BELOW | |
- ----------------------------------------
- ----------------------------------------
PLEASE MARK, SIGN DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE. Please sign exactly as name or names appear hereon. Joint owners
should each sign personally. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
Signature(s) _____________________ Date ___________________________
<PAGE>
PLEASE VOTE PROMPTLY
*********************************
Your vote is important, no matter how many shares you own. Please vote on the
reverse side of this proxy card and sign in the space(s) provided. Return your
completed proxy card in the enclosed envelope today.
You may receive additional proxies for other accounts. These are not duplicates;
you should sign and return each proxy card in order for your votes to be
counted.
This proxy is solicited on behalf of the Board of Trustees. The signers of
this proxy hereby appoint William J. Ballou, Nancy L. Conlin, Stephen E.
Gibson, Timothy J. Jacoby and Davey S. Scoon each of them proxies of the
signers, with power of substitution to vote at the Special MeetingS of
Shareholders to be held at Boston, Massachusetts, on Friday,
October 30, 1998, and at any adjournments, as specified herein, and in
accordance with their best judgement, on any other business that may properly
come before this meeting.
After careful review, the Board of Trustees unanimously has recommended a vote
"FOR" all matters.
<PAGE>
Colonial Investors Service Center, Inc.
P.O. Box 1722
Boston, Massachusetts 02105-1722
COLONIAL INCOME FUND
THE COLONIAL FUND
COLONIAL HIGH YIELD SECURITIES FUND
COLONIAL TAX-EXEMPT FUND
COLONIAL UTILITIES FUND
COLONIAL FEDERAL SECURITIES FUND
COLONIAL TAX-EXEMPT INSURED FUND
COLONIAL INTERMEDIATE U.S. GOVERNMENT FUND
COLONIAL GLOBAL EQUITY FUND
COLONIAL INTERNATIONAL HORIZONS FUND
COLONIAL HIGH YIELD MUNICIPAL FUND
NEWPORT JAPAN OPPORTUNITIES FUND
NEWPORT TIGER CUB FUND
NEWPORT GREATER CHINA FUND
BANKBOSTON NA TTEE
KEY PRO SERVICES
401K RETIREMENT PLAN
A/C ROBERT R POTVIN
6 HERITAGE DRIVE
HOOKSETT NH 03106-2141
PLEASE READ BOTH SIDES OF THIS CARD
VOTE TODAY!
This proxy, when properly executed, will be voted in the manner directed herein
and, absent direction, will be voted FOR Items below. This proxy will be voted
in accordance with the holder's best judgement as to any other matter.
The Board of Trustees recommends a vote FOR the following Items:
1. Elect the Board of Trustees (Item 1 of the Notice).
Robert J. Birnbaum Salvatore Macera
Tom Bleasdale James L. Moody, Jr.
John Carberry John J. Neuhauser
Lora S. Collins Thomas E. Stitzel
James E. Grinnell Robert L. Sullivan
Richard W. Lowry Anne-Lee Verville
William E. Mayer
For All For All
Nominees Withhold Except
| | | | | |
Instruction: To withhold authority to vote for any individual nominee, mark the
"For All Except" box and strike a line through the name of the nominee. Your
shares will be voted for the remaining nominees.
2. To approve or disapprove amending fundamental investment policies regarding
borrowing and lending (Item 2 of the Notice)
For Against Abstain
| | | | | |
3. To approve or disapprove reclassifying the fundamental investment
policy regarding the purchase of illiquid securities (Item 3 of the Notice).
For Against Abstain
| | | | | |
4. To approve or disapprove policies for a master fund/feeder fund structure
(Item 5 of the Notice).
For Against Abstain
| | | | | |
MARK BOX AT RIGHT FOR ADDRESS CHANGE AND NOTE BELOW | |
- ----------------------------------------
- ----------------------------------------
PLEASE MARK, SIGN DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE. Please sign exactly as name or names appear hereon. Joint owners
should each sign personally. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
Signature(s) _____________________ Date ___________________________
<PAGE>
COLONIAL MUTUAL FUNDS
One Financial Center, Boston, Massachusetts 02111
(617) 426-3750
Dear Shareholder:
The Colonial Mutual Funds, as listed in the Notice of Special Meetings
of Shareholders, will hold special meetings on October 30, 1998 at 10:00 a.m.
Eastern Time, at the offices of Colonial Management Associates, Inc. (CMA), the
Colonial Mutual Funds' investment adviser and/or administrator. An exhibit
summarizing the proposals, the voting process (Exhibit A attached hereto) and
formal Notice of Special Meetings of Shareholders appear on the next few pages,
followed by the proxy statement which explains in more detail the proposals to
be considered. We hope that you can attend the Meetings in person; however, we
urge you in any event to vote your shares.
YOUR VOTE IS IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES YOU OWN. YOU
CAN VOTE EASILY AND QUICKLY AT OUR WEB SITE, BY TOLL-FREE TELEPHONE, BY MAIL, BY
FAX (NOT AVAILABLE FOR ALL SHAREHOLDERS; REFER TO ENCLOSED PROXY INSERT) OR IN
PERSON. TO VOTE THROUGH OUR WEB SITE OR BY TELEPHONE, JUST FOLLOW THE SIMPLE
INSTRUCTIONS THAT APPEAR ON THE ENCLOSED PROXY INSERT. PLEASE HELP YOUR COLONIAL
MUTUAL FUND AVOID THE EXPENSE OF A FOLLOW-UP MAILING BY VOTING TODAY!
CMA is using Shareholder Communications Corporation (SCC), a
professional proxy solicitation firm, to assist shareholders in the voting
process. As the date of the special meetings approaches, if we have not yet
received your vote, you may receive a telephone call from SCC reminding you to
exercise your right to vote.
Please take a few moments to review the details of each proposal. If
you have any questions regarding the proxy statement, please feel free to call
SCC at 1-800-733-8481, ext. 400. Our hearing impaired shareholders may call
Colonial Investors Service Center, Inc., the Colonial Mutual Funds' transfer
agent, at 1-800-528-6979 if you have special TTD equipment.
(continued)
We appreciate your participation and prompt response in these matters
and thank you for your continued support.
Sincerely,
Stephen E. Gibson
President
September 9, 1998
D-85/497F-0998
<PAGE>
EXHIBIT A
Throughout this exhibit and the proxy statement, the Funds, which are
managed and/or administered by CMA, are referred to collectively as the
"Colonial Mutual Funds".
The following table lists the proposals and on what page of the proxy
statement they are discussed in greater detail:
Colonial Mutual Fund Whose
Shareholders are Entitled to Table of
Proposals Vote Contents
- --------- ----------------------------- ----------
1. To elect a Board of Each Colonial Mutual Fund Page
Trustees.
2. To amend fundamental Each Colonial Mutual Fund Page
investment policies (except for Colonial Global
regarding borrowing and Utilities Fund, Colonial
lending. Municipal Money Market Fund,
LFC Utilities Trust and
Colonial Money Market Fund)
3. To reclassify the Colonial High Yield Page
fundamental investment Securities Fund, Colonial
policy regarding the Income Fund, Colonial
purchase of illiquid Intermediate U.S. Government
securities. Fund, The Colonial Fund,
Colonial Federal Securities Fund, Colonial Global
Equity Fund, Colonial International Horizons Fund,
Colonial Tax-Exempt Fund, Colonial Tax-Exempt
Insured Fund, Colonial High Yield Municipal Fund,
Newport Japan Opportunities Fund, Newport Tiger
Cub Fund, Newport Greater China Fund and Colonial
Utilities Fund
4. To amend the Colonial California Page
fundamental investment Tax-Exempt Fund
policy regarding
diversification.
5. To approve policies for Each Colonial Mutual Fund Page
a master fund/feeder fund (except for Colonial Global
structure. Utilities Fund, Colonial
Municipal Money Market Fund,
LFC Utilities Trust and
Colonial Money Market Fund)
A. VOTING PROCESS.
You can vote in any one of the following five ways:
a. By internet, by visiting our Web site at www.libertyfunds.com
and clicking on "Proxy Voting";
b. By telephone at the 800 number indicated on the proxy insert;
c. By mail, by filling out and returning the enclosed proxy card;
d. By fax (not available for all shareholders; refer to enclosed
proxy insert); or
e. In person at the Meetings.
Shareholders who owned shares on the Record Date, August 21, 1998, are
entitled to vote at the special meetings. Shareholders are entitled to cast one
vote for each share owned on the Record Date. We encourage you to vote by
internet or by telephone, using the 12-digit or 14-digit "control" number that
appears on the enclosed proxy card. Either voting method will reduce Fund
expenses by saving postage costs. If you choose to vote by mail or by fax, and
you are an individual account owner, please sign exactly as your name appears on
the proxy card. Either owner of a joint account may sign the proxy card, but the
signer's name must exactly match one that appears on the card. Whichever method
you choose, please carefully read the proxy statement which outlines in more
detail the proposals you are asked to vote on.
<PAGE>
NOTICE OF SPECIAL MEETINGS OF SHAREHOLDERS
TO BE HELD ON OCTOBER 30, 1998
COLONIAL TRUST I
Colonial High Yield Securities Fund
Colonial Income Fund
Colonial Strategic Income Fund
Stein Roe Advisor Tax-Managed Growth Fund
COLONIAL TRUST II
Colonial Money Market Fund
Colonial Intermediate U.S. Government Fund
Colonial Short Duration U.S. Government Fund
Newport Japan Opportunities Fund
Newport Greater China Fund
Newport Tiger Cub Fund
COLONIAL TRUST III
The Colonial Fund
Colonial Federal Securities Fund
Colonial Global Equity Fund
Colonial International Horizons Fund
Colonial Select Value Fund
Colonial Strategic Balanced Fund
Colonial Global Utilities Fund
COLONIAL TRUST IV
Colonial High Yield Municipal Fund
Colonial Intermediate Tax-Exempt Fund
Colonial Tax-Exempt Fund
Colonial Tax-Exempt Insured Fund
Colonial Municipal Money Market Fund
Colonial Utilities Fund
COLONIAL TRUST V
Colonial California Tax-Exempt Fund
Colonial Connecticut Tax-Exempt Fund
Colonial Florida Tax-Exempt Fund
Colonial Massachusetts Tax-Exempt Fund
Colonial Michigan Tax-Exempt Fund
Colonial Minnesota Tax-Exempt Fund
Colonial New York Tax-Exempt Fund
Colonial North Carolina Tax-Exempt Fund
Colonial Ohio Tax-Exempt Fund
COLONIAL TRUST VI
Colonial Aggressive Growth Fund
Colonial Equity Income Fund
Colonial International Equity Fund
Colonial Small Cap Value Fund
Colonial U.S. Growth & Income Fund
LFC UTILITIES TRUST
NOTICE IS HEREBY GIVEN that Special Meetings of Shareholders (Meetings) of the
Colonial Mutual Funds listed above will be held at the offices of Liberty Funds
Distributor, Inc., the Colonial Mutual Funds' distributor and Colonial
Management Associates, Inc., the Colonial Mutual Funds' investment adviser
and/or administrator, One Financial Center, Boston, Massachusetts 02111 on
Friday, October 30, 1998 at 10:00 a.m. Eastern Time. The purpose of the Meetings
is to consider and act upon the following proposals and to transact such other
business as may properly come before the Meetings or any adjournments thereof.
PROPOSALS:
1. Shareholders of the Colonial Mutual Funds vote: To elect a Board
of Trustees;
2. Shareholders of the Colonial Mutual Funds (except for Colonial Global
Utilities Fund, Colonial Municipal Money Market Fund, Colonial Money
Market Fund and LFC Utilities Trust) vote: To amend fundamental
investment policies regarding borrowing and lending;
3. Shareholders of Colonial High Yield Securities Fund, Colonial
Income Fund, Colonial Intermediate U.S. Government Fund, The
Colonial Fund, Colonial Federal Securities Fund, Colonial Global
Equity Fund, Colonial International Horizons Fund, Colonial
Tax-Exempt Fund, Colonial Tax-Exempt Insured Fund, Colonial High
Yield Municipal Fund, Newport Japan Opportunities Fund, Newport
Tiger Cub Fund, Newport Greater China Fund and Colonial Utilities
Fund vote: To reclassify the fundamental investment policy
regarding the purchase of illiquid securities;
4. Shareholders of Colonial California Tax-Exempt Fund vote: To amend the
fundamental investment policy regarding diversification;
5. Shareholders of the Colonial Mutual Funds (except for Colonial Global
Utilities Fund, Colonial Municipal Money Market Fund, Colonial Money
Market Fund and LFC Utilities Trust) vote: To approve policies for a
master fund/feeder fund structure;
6. Transact such other business as may properly come before the Meetings
or any adjournment thereof.
<PAGE>
By order of the Board of Trustees,
Nancy L. Conlin, Secretary
September 9, 1998
NOTICE: YOUR VOTE IS IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES YOU
OWN. YOU CAN VOTE EASILY AND QUICKLY AT OUR WEB SITE, BY
TOLL-FREE TELEPHONE, BY MAIL, BY FAX (NOT AVAILABLE FOR ALL
SHAREHOLDERS; REFER TO ENCLOSED PROXY INSERT) OR IN PERSON. TO
VOTE THROUGH OUR WEB SITE OR BY TELEPHONE, JUST FOLLOW THE
SIMPLE INSTRUCTIONS THAT APPEAR ON THE ENCLOSED PROXY INSERT.
PLEASE HELP YOUR COLONIAL MUTUAL FUND AVOID THE EXPENSE OF A
FOLLOW-UP MAILING BY VOTING TODAY!
<PAGE>
SPECIAL MEETINGS OF SHAREHOLDERS
COLONIAL MUTUAL FUNDS
PROXY STATEMENT
General Information
September 9, 1998
This proxy statement, which is divided into the following four parts,
is a combined proxy statement for all of the Colonial Mutual Funds listed in the
Notice of Special Meetings of Shareholders:
Part 1. Overview Page
Part 2. Proposals Page
Part 3. Information regarding voting and Page
shareholder meetings
Part 4. Fund Information Page
If at any time you have any questions regarding the information
contained in the proxy statement, please feel free to call SCC at
1-800-733-8481, ext 400. This proxy statement was first mailed to shareholders
on September 9, 1998.
PART 1. OVERVIEW.
The Board of Trustees of the Colonial Mutual Funds has called Special
Meetings of Shareholders (Meetings) for 10:00 a.m. Eastern Time, Friday, October
30, 1998, for the purposes described in the accompanying Notice of Special
Meetings of Shareholders and as summarized below. The purpose of this proxy
statement is to provide you with additional information regarding the proposals
to be voted on at the Meetings and to request your proxy to vote in favor of the
proposals.
Set forth below is a summary of each proposal that the Board of
Trustees recommends that you consider:
PROPOSAL 1. ELECTION OF A BOARD OF TRUSTEES.
We ask that you consider the election of thirteen nominees as members of the
Board of Trustees. Each nominee, if elected, will serve as a trustee of the
Colonial Mutual Funds until the next meetings of shareholders or until a
successor is elected, or until death, resignation, removal or retirement.
PROPOSAL 2. AMEND FUNDAMENTAL INVESTMENT POLICIES REGARDING BORROWING AND
LENDING.
We ask that you approve amending the fundamental policies regarding borrowing
and lending so that we can establish an interfund lending program for all of the
Colonial Mutual Funds. This program would permit your Colonial Mutual Fund to
borrow money from another Colonial Mutual Fund as needed to satisfy redemption
requests. In addition, the program would allow your Colonial Mutual Fund to lend
money to another Colonial Mutual Fund to meet its temporary borrowing needs.
Normally, the Colonial Mutual Funds have sufficient cash to satisfy daily
redemption requests. However, there are times when a Fund could be short on cash
which would delay payment of redemption proceeds for up to seven days.
Generally, the interfund lending program would allow the Colonial Mutual Funds
to meet redemption requests on the next business day after the request was
received. The Board of Trustees believes that the program will benefit the
Colonial Mutual Funds by facilitating a Fund's flexibility to use the most
cost-effective alternative to satisfy these short-term borrowing requirements.
The interfund lending program includes a number of safeguards to make sure it is
fair and beneficial to all of the Colonial Mutual Funds. One especially
important safeguard is that the Colonial Mutual Funds will not participate in
the program unless borrowing and lending money through the program provides at
least as favorable an interest rate than borrowing and lending money through a
bank.
PROPOSAL 3. RECLASSIFY A FUNDAMENTAL INVESTMENT POLICY REGARDING THE
PURCHASE OF ILLIQUID SECURITIES.
We ask that you approve the reclassification of a fundamental investment policy
regarding illiquid securities as a non-fundamental policy. A number of the
Colonial Mutual Funds were organized before the Investment Company Act of 1940,
as amended (1940 Act), and the Securities and Exchange Commission (SEC) staff
modified their policies on illiquid securities. The 1940 Act no longer requires
that a policy regarding illiquid securities be fundamental and several years
ago, the SEC modified its policy by increasing the amount an open-end fund could
hold from 10% to 15% of net assets. The increase would allow the Colonial Mutual
Funds greater investment flexibility.
PROPOSAL 4. AMEND A FUNDAMENTAL INVESTMENT POLICY REGARDING DIVERSIFICATION.
We ask that you approve amending a fundamental investment policy concerning
diversification to change the Colonial California Tax-Exempt Fund (California
Fund) from a diversified fund to a non-diversified fund. The California Fund was
organized as a diversified investment company for marketing reasons and for the
more favorable tax treatment under California law for diversified funds. Because
the marketing reasons and the tax reasons for diversified funds no longer exist,
we are asking that the shareholders of the California Fund approve an amendment
of a fundamental investment policy regarding diversification so that that the
Fund can change from a diversified fund to a non-diversified fund. This change
would increase management flexibility by allowing the Fund to take larger
positions in issuers.
PROPOSAL 5. APPROVE POLICIES FOR A MASTER FUND/FEEDER FUND STRUCTURE. We ask
that you approve policies so that your Colonial Mutual Fund can convert to a
master fund/feeder fund structure. Currently, the Colonial Mutual Funds'
fundamental policies do not allow for such a structure. The Board of Trustees
has no present plans to convert any of the Colonial Mutual Funds to a master
fund/feeder fund structure; however, in the future, it may be advantageous to
convert the Colonial Mutual Funds to obtain greater efficiencies. Obtaining your
approval now would eliminate expenses and delays associated with subsequent
shareholder meetings. The decision to convert your Colonial Mutual Fund at a
later date would only happen if the Board of Trustees believes it is in the best
interest of both you and your Colonial Mutual Fund.
PART 2. PROPOSALS.
PROPOSAL 1. TO ELECT A BOARD OF TRUSTEES.
The purpose of this proposal is to elect four new members as well as
the currently serving members of the Board of Trustees of the Colonial Mutual
Funds. All of the nominees listed below, except for the proposed four new
members (Ms. Verville and Messrs. Carberry, Macera and Dr. Stitzel), are
currently members of the Board of Trustees of the Colonial Mutual Funds, five
Colonial closed-end funds and Newport Tiger Fund and have served in that
capacity continuously since originally elected or appointed. Ms. Verville,
Messrs. Carberry, Macera and Dr. Stitzel were recommended for election as
Trustees of the Colonial Mutual Funds by the Board of Trustees at a meeting held
on June 18, 1998. Each of the nominees elected will serve as a Trustee of each
of the Colonial Mutual Funds until the next meetings of shareholders of the
Colonial Mutual Funds called for the purpose of electing a board of trustees,
and until a successor is elected and qualified or until death, retirement,
resignation or removal. The persons named in the enclosed proxy card intend to
vote at the Meetings in favor of the election of the nominees named below as
trustees of each Colonial Mutual Fund (if so instructed).
The following table sets forth certain information about each nominee:
Year of Election
Principal Occupation (1) and or Recommended for
Nominee Name & Age Directorships Election as
Trustee
Robert J. Birnbaum Retired (formerly Special Counsel, 1995
(70) Dechert Price & Rhoads (law) from
September, 1988 to December, 1993).
Director or Trustee: Liberty
All-Star Equity Fund, Liberty
All-Star Growth Fund, Inc., The
Emerging Germany Fund.
Tom Bleasdale Retired (formerly Chairman of the 1987
(68) Board and Chief Executive Officer,
Shore Bank & Trust Company (banking)
from 1992 to 1993). Director: Empire
Company Limited.
John Carberry(2) Senior Vice President of Liberty 1998
(51) Financial Companies, Inc. (formerly
Managing Director, Salomon Brothers).
Lora S. Collins Attorney (formerly Attorney, Kramer, 1991
(62) Levin, Naftalis & Frankel (law) from
September, 1986 to November, 1996).
James E. Grinnell Private Investor since November, 1995
(68) 1988. Director or Trustee: Liberty
All-Star Equity Fund, Liberty
All-Star Growth Fund, Inc.
Richard W. Lowry Private Investor since August, 1987. 1995
(62) Director or Trustee: Liberty
All-Star Equity Fund, Liberty
All-Star Growth Fund, Inc.
Salvatore Macera Private Investor (formerly Executive 1998
(67) Vice President of Itek Corp. and
President of Itek Optical &
Electronic Industries, Inc.).
Trustee: Liberty Variable Investment
Trust, Stein Roe Variable Investment
Trust.
William E. Mayer(3) Partner, Development Capital, LLC 1994
(57) (investments) (formerly Dean of the
College of Business and Management, University of
Maryland (higher education) from October, 1992 to
November, 1996; Dean of the Simon Graduate School of
Business, University of Rochester (higher education)
from October, 1991 to July, 1992). Director or Trustee:
Hambrecht & Quist Incorporated, Chart House Enterprises,
Johns Manville.
James L. Moody, Jr. Retired (formerly Chairman of the 1986
(66) Board from May, 1994 to May, 1997,
Chief Executive Officer and Director
from May, 1973 to May, 1992,
Hannaford Bros. Co. (food
distributor)). Director or
Trustee: Penobscot Shoe Co.,
Staples, Inc., UNUM Corporation,
IDEXX Laboratories, Inc., Empire
Company Limited.
John J. Neuhauser Dean of the School of Management, 1985
(55) Boston College (higher education)
since 1977. Director or Trustee:
Hyde Athletic Industries, Inc.
Thomas E. Stitzel Professor of Finance, College of 1998
(58) Business, Boise State University
(higher education); Business
consultant and author. Trustee:
Liberty Variable Investment Trust,
Stein Roe Variable Investment Trust.
Robert L. Sullivan Retired Partner, KPMG Peat Marwick 1989
(70) LLP (management consulting) (formerly
self-employed management consultant).
Anne-Lee Verville Consultant (formerly General Manager, 1998
(51) Global Education Industry from 1994
to 1997 (Industry), and President, Applications
Solutions Division from 1991 to 1994, IBM Corporation
(Industry)).
<PAGE>
(1) Except as otherwise noted, each individual has held the office indicated
or other offices in the same company for the last five years.
(2) Mr. Carberry is an "interested person," as defined in the Investment
Company Act of 1940 (1940 Act), because of his affiliation with Liberty
Financial Companies, Inc. (Liberty Financial), an indirect majority-owned
subsidiary of Liberty Mutual Insurance Company.
(3) Mr. Mayer is an "interested person," as defined in the 1940 Act because
of his affiliation with Hambrecht & Quist Incorporated (a registered
broker-dealer).
Trustees' Compensation; Meetings and Committees
A. Trustees' Compensation.
The Board of Trustees serve as Trustees of the Colonial Mutual Funds,
including Newport Tiger Fund and five Colonial closed-end funds, for which each
Trustee will receive an annual retainer of $45,000 and attendance fees of $8,000
for each regular joint meeting and $1,000 for each special joint meeting.
Committee chairs and the lead Trustee receive an annual retainer of $5,000 and
the Committee chairs receive $1,000 for each special meeting attended on a day
other than a regular joint meeting day. Committee members receive an annual
retainer of $1,000 and $1,000 for each special meeting attended on a day other
than a regular joint meeting day. Two-thirds of the Trustees' fees are allocated
among the Colonial Mutual Funds based on each Colonial Mutual Fund's relative
net assets, and one-third of the fees are divided equally among the Colonial
Mutual Funds.
Further information concerning the Trustees' compensation is disclosed
under Part 4. Fund Information on page X.
B. Meetings and Committees.
The current Board of Trustees of the Colonial Mutual Funds, consists of
one interested and eight non-interested Trustees.
The Audit Committee of the Colonial Mutual Funds, consisting of
Messrs. Bleasdale, Grinnell, Lowry, Moody and Sullivan, all of whom are
non-interested Trustees, recommends to the Board of Trustees the independent
accountants to serve as auditors, reviews with the independent accountants the
results of the auditing engagement and internal accounting procedures and
considers the independence of the independent accountants, the range of their
audit services and their fees.
The Compensation Committee of the Colonial Mutual Funds, consisting of
Ms. Collins and Messrs. Birnbaum, Grinnell and Neuhauser, all of whom are
non-interested Trustees, reviews compensation of the Board of Trustees.
The Governance Committee of the Colonial Mutual Funds, consisting of
Messrs. Bleasdale, Lowry, Mayer, Moody and Sullivan (Mr. Mayer being the only
interested member), recommends to the Board of Trustees, among other things,
nominees for trustee and for appointments to various committees. The Committee
will consider candidates for trustee recommended by shareholders. Written
recommendations with supporting information should be directed to the Committee
in care of the applicable Colonial Mutual Fund.
The Board of Trustees and the Committees held the following number of
meetings during the following fiscal years ended: August 31, 1997 of Colonial
Trust II and Colonial Federal Securities Fund (8/31/97 Funds); October 31, 1997
of Colonial Trust III and Stein Roe Advisor Tax-Managed Growth Fund (10/31/97
Funds); November 30, 1997 of Colonial Trust IV (11/30/97 Funds); December 31,
1997 of Colonial Trust I (excluding Stein Roe Advisor Tax-Managed Growth Fund)
(12/31/97 Funds); January 31, 1998 of Colonial Trust V (1/31/98 Funds); and June
30, 1998 of Colonial Trust VI, Colonial Money Market Fund and Colonial Municipal
Money Market Fund (6/30/98 Funds), as follows:
10/31/97 Funds 11/30/97 Funds 12/31/97 Funds
Board of Trustees 6 6 6
Audit Committee 3 3 2
Compensation
Committee 3 3 2
Governance Committee 4 4 5
1/31/98 Funds 6/30/98 Funds 8/31/98 Funds
Board of Trustees 6 6
Audit Committee 3 3
Compensation
Committee 2 2
Governance Committee 4 4
During the most recently completed fiscal years, each of the current
Trustees attended more than 75% of the meetings of the Board of Trustees and the
committees of which such Trustee is a member.
If any nominee listed above becomes unavailable for election, the
enclosed proxy card may be voted for a substitute nominee in the discretion of
the proxy holder(s).
THE BOARD OF TRUSTEES RECOMMENDS THAT THE SHAREHOLDERS OF EACH COLONIAL
MUTUAL FUND VOTE FOR PROPOSAL 1.
REQUIRED VOTE FOR PROPOSAL 1
A plurality of the votes cast at the Meetings, if a quorum is
represented, is required for the election of each Trustee.
PROPOSAL 2. TO AMEND FUNDAMENTAL INVESTMENT POLICIES REGARDING
BORROWING AND LENDING (Each Colonial Mutual Fund except
for Colonial Money Market Fund, Colonial Municipal Money
Market Fund, Colonial Global Utilities Fund, LFC
Utilities Trust - herein referred to for purposes of this
Proposal 2 as "Colonial Funds")
A. Purpose of This Proposal. The Board of Trustees has approved an
interfund lending program for the Colonial Funds and related changes to the
Colonial Funds' investment policies on borrowing. The program will allow one
Colonial Fund to lend money to another Colonial Fund if it makes good financial
sense for both Colonial Funds to do so. The Colonial Funds do not currently
intend to use this program to leverage their investments. The Colonial Funds
have submitted an application to the Securities and Exchange Commission (SEC) to
participate in such a program.
B. Reasons for Colonial Funds to Participate in an Interfund Lending
Program. When available cash is not sufficient to meet shareholder redemptions,
it may be advantageous for a Colonial Fund to borrow money for a short time
instead of raising cash by selling portfolio securities, which would be
disruptive to the Fund's investment strategy. The Board of Trustees believes
that the program will benefit the Colonial Funds by facilitating a Colonial
Fund's flexibility to use the most cost-effective alternative to satisfy these
short-term borrowing requirements. The Board of Trustees also believes that a
Colonial Fund needing cash may be able to obtain lower interest rates on
short-term borrowing through an interfund lending program and that the Colonial
Fund lending the cash may be able to obtain a rate of return with interest rates
on alternative short-term investments. Interfund lending would be permitted only
if the terms are at least as favorable as the terms each Colonial Fund could
otherwise negotiate with a third party and if the transaction is conducted in
accordance with certain safeguards set forth on page XX. (These safeguards are
generally imposed by the SEC as conditions to the SEC's authorization to enter
into such a program.)
C. Current Policy on Borrowing. Normally, the Colonial Funds have
sufficient cash to satisfy daily redemption requests. However, there are times
when a Colonial Fund could be short on cash while awaiting settlement of its
securities trades (typically a three business day process). Pursuant to current
law, the Colonial Fund could defer payment of sale proceeds for up to seven
days. However, generally, the interfund lending program would allow the Colonial
Funds to borrow money to meet redemption requests on the next business day after
the request was received. The Colonial Funds currently maintain a $200 million
committed credit facility with Bank of America National Trust and Savings
Association for short-term borrowing needs. It is expected that the interfund
lending program will supplement, rather than replace, the credit facility as a
means of satisfying these borrowing needs.
D. Current Policy on Lending. The Colonial Funds maintain cash reserves
to satisfy daily redemption requests. The Colonial Funds may put their cash
reserves to work by entering into repurchase agreements whereby a Colonial Fund
buys a security from a bank or dealer, which is obligated to buy it back at a
fixed price and time. Basically, the repurchase agreement arrangements are loans
from the Colonial Funds to the bank or dealer. The difference between the
purchase and resale prices represents the Colonial Funds' interest on the loan.
E. The Interfund Lending Program Will Allow the Colonial Funds to Match
the Borrowing and Lending Needs of Different Funds. The interfund lending
program would allow CMA, the Colonial Funds' investment adviser and/or
administrator, on any given day to match up the Colonial Funds wishing to borrow
money to satisfy redemption requests and the Colonial Funds wishing to lend
money to banks to generate additional income. CMA could arrange loans between
the matched Colonial Funds, pursuant to the master loan agreement and the SEC's
conditions for this program. By arranging loans between the matched Colonial
Funds instead of banks, the Colonial Funds will be able to borrow money more
cost effectively and lend money more profitably.
F. Credit Risks. When one Colonial Fund lends money to another Colonial
Fund, the lending Colonial Fund is subject to credit risks if the borrowing
Colonial Fund fails to repay the loan. The Colonial Funds presently face similar
risks when lending money to a bank through repurchase agreements. The Board of
Trustees believes that the risk is extremely minimal in both cases. To minimize
credit risks, the Colonial Funds will not be permitted to participate in the
program unless participating in the program provides a more favorable interest
rate than the interest rate a bank can offer. Also, if a Colonial Fund borrows
or lends money through the program, the borrowing or lending activity must be
consistent with its investment objective and investment policies. Other
important safeguards for the Colonial Funds include the following:
a. Interfund loan rates will be determined by a pre-established
formula based on quotations from independent banks.
b. If a Colonial Fund has outstanding borrowings from all sources
greater than 10% of its total assets, then the Colonial Fund
must secure each additional outstanding interfund loan by the
pledge of segregated collateral.
c. A Colonial Fund may not make interfund loans in excess of 5%
(equity funds), 7.5% (bond funds) or 10% (money market funds) of
its net assets.
d. A Colonial Fund's interfund loan to any one Colonial Fund shall
not exceed 5% of the lending Colonial Fund's net assets.
e. An interfund loan may not be outstanding for more than seven
days.
f. A Colonial Fund's interfund borrowings may not exceed 125% of
the Colonial Fund's total redemptions for the preceding seven
days.
g. CMA must allocate interfund loans on an equitable basis among
funds, without the intervention of the portfolio manager of any
Colonial Fund.
h. Reports must be made to the Board of Trustees with respect to
any interfund loans, and the Board of Trustees will monitor the
program to ensure that each Colonial Fund's participation is
appropriate.
G. Changes to Fundamental Policies to Permit Participation in the
Interfund Lending Program. The Colonial Funds' current fundamental investment
policies regarding borrowing and lending do not allow for the interfund lending
program. The Board of Trustees recommends that the Colonial Funds' shareholders
vote to amend the current fundamental investment policies on borrowing and
lending to allow for such a program.
1. Borrowing Policies, as Described Below:
a. The Colonial Funds' current fundamental investment policies with
respect to borrowing are as follows:
(i) Newport Greater China Fund, Newport Japan Opportunities Fund,
Newport Tiger Cub Fund, Colonial High Yield Municipal Fund and Stein Roe Advisor
Tax-Managed Growth Fund may:
Issue senior securities only through borrowing money from banks for
temporary or emergency purposes up to 10% of its net assets.
(ii) Colonial Global Equity Fund, Colonial International Horizons Fund,
Colonial Strategic Balanced Fund, Colonial Intermediate Tax-Exempt Fund,
Colonial Utilities Fund, Colonial Tax-Exempt Fund, Colonial Tax-Exempt Insured
Fund, Colonial Aggressive Growth Fund, Colonial U.S. Growth and Income Fund,
Colonial International Equity Fund, Colonial Equity Income Fund, Colonial Small
Cap Value Fund, Colonial High Yield Securities Fund, Colonial Income Fund,
Colonial Strategic Income Fund, Colonial Short Duration U.S. Government Fund,
Colonial Intermediate U.S. Government Fund, Colonial Federal Securities Fund,
The Colonial Fund and Colonial Select Value Fund may:
Issue senior securities only through borrowing money from banks for
temporary or emergency purposes up to 10% of its net assets; however,
the Fund will not purchase additional portfolio securities while
borrowings exceed 5% of net assets;
(iii) Colonial California Tax-Exempt Fund, Colonial Connecticut
Tax-Exempt Fund, Colonial Florida Tax-Exempt Fund, Colonial Massachusetts
Tax-Exempt Fund, Colonial Michigan Tax-Exempt Fund, Colonial Minnesota
Tax-Exempt Fund, Colonial New York Tax-Exempt Fund, Colonial North Carolina
Tax-Exempt Fund and Colonial Ohio Tax-Exempt Fund may:
Issue senior securities only through borrowing money from banks for
temporary or emergency purposes up to 10% of its net assets (entering
into repurchase agreements and other similar instruments is not
considered the issuance of a senior security); however, the Fund will
not purchase additional portfolio securities while borrowings exceed
5% of net assets;
b. The Board of Trustees recommends amending the above fundamental
investment policies regarding borrowing for each Colonial Fund as set forth
below. In addition to amending these policies to permit interfund borrowings,
the Board of Trustees recommends amending these policies to permit each Colonial
Fund to borrow up to 33 1/3% of its total assets. The Colonial Funds' current
policies of limiting borrowings to 10% of assets and only for temporary or
emergency purposes were adopted a number of years ago in response to certain
regulatory requirements or business or industry conditions that no longer exist.
These proposed changes will not materially effect how the Colonial Funds are
managed because the Funds will continue their policy of not leveraging their
assets:
The Fund may borrow from banks, other affiliated funds and other
entities to the extent permitted by applicable law, provided that the
Fund's borrowings shall not exceed 33 1/3% of the value of its total
assets (including the amount borrowed) less liabilities (other than
borrowings) or such other percentage permitted by law.
2. Lending Policies. Each Colonial Fund's current fundamental
investment policies with respect to lending is as follows:
The Fund may make loans through lending of securities not exceeding
30% of total assets, through the purchase of debt instruments or
similar evidences of indebtedness typically sold privately to
financial institutions and through repurchase agreements.
a. The Board of Trustees recommends amending the above fundamental
investment policy regarding lending for each Colonial Fund as set forth below.
In addition to amending these policies to permit interfund lending, the Board of
Trustees recommends amending these policies to permit the Colonial Funds to
engage in securities lending without limitation. The Funds have no present
intention of engaging in securities lending:
The Fund may make loans (a) through lending of securities, (b)
through the purchase of debt instruments or similar evidences of
indebtedness typically sold privately to financial institutions, (c)
through an interfund lending program with other affiliated funds
provided that no such loan may be made if, as a result, the aggregate
of such loans would exceed 33 1/3% of the value of its total assets
(taken at market value at the time of such loans) and (d) through
repurchase agreements.
THE BOARD OF TRUSTEES RECOMMENDS THAT THE SHAREHOLDERS OF EACH COLONIAL
FUND VOTE FOR PROPOSAL 2.
REQUIRED VOTE FOR PROPOSAL 2
Approval requires the affirmative vote of a "majority of the
outstanding voting securities" (as defined in the 1940 Act) of the Colonial
Fund, which means the affirmative vote of the lesser of (1) more than 50% of the
outstanding shares of the Colonial Fund or (2) 67% or more of the shares of the
Colonial Fund present at the Meetings if more than 50% of the outstanding shares
of the Colonial Fund are represented at the Meetings in person or by proxy.
PROPOSAL 3. TO RECLASSIFY THE FUNDAMENTAL INVESTMENT POLICY
REGARDING THE PURCHASE OF ILLIQUID SECURITIES
(Colonial High Yield Securities Fund, Colonial Income
Fund, Colonial Intermediate U.S. Government Fund, The
Colonial Fund, Colonial Federal Securities Fund,
Colonial Global Equity Fund, Colonial International
Horizons Fund, Colonial Tax-Exempt Fund, Colonial
Tax-Exempt Insured Fund, Colonial High Yield Municipal
Fund, Newport Japan Opportunities Fund, Newport Tiger
Cub Fund, Newport Greater China Fund and Colonial
Utilities Fund - herein referred to for purposes of
this Proposal 3 as the "Colonial Funds").
Each Colonial Fund has adopted as a fundamental investment policy a
limit (either 10% or 15%) on the amount of illiquid securities that may be held
by the Colonial Fund. The policy was made a fundamental restriction because of
regulatory and business conditions at the time. With the passage of time and the
change in regulatory standards, this restriction is no longer required to be
stated as a fundamental restriction. Therefore, in order to simplify and
modernize the Colonial Funds' fundamental investment restrictions, the Colonial
Funds' Board of Trustees recommends reclassifying this restriction as
"non-fundamental". A non-fundamental investment restriction may be changed by
the Colonial Funds' Board of Trustees without shareholder approval.
Many of the Colonial Funds' fundamental investment policies on illiquid
securities limit the Colonial Funds' investments in illiquid securities to 10%
of assets. At the time these restrictions were adopted, this policy reflected
the position of the SEC. However, several years ago the SEC modified this policy
to permit open-end funds to invest up to 15% of their net assets in illiquid
securities. Therefore, in order to achieve greater uniformity among all of the
Colonial Mutual Funds, the Colonial Funds' Board of Trustees recommends
increasing the permitted amount of illiquid assets the Colonial Funds' can
invest in to 15% of a Fund's net assets and reclassifying the policy as
non-fundamental. Although this change would allow the Colonial Funds greater
investment flexibility, if the Colonial Funds increased their investments in
illiquid securities, it could increase the Colonial Funds' level of investment
risk due to the relative difficulty of disposing of illiquid securities.
THE BOARD OF TRUSTEES RECOMMENDS THAT THE SHAREHOLDERS OF EACH
APPLICABLE COLONIAL FUND VOTE FOR PROPOSAL 3.
REQUIRED VOTE FOR PROPOSAL 3
Approval requires the affirmative vote of a "majority of the
outstanding voting securities" (as defined in the 1940 Act) of the Colonial
Fund, which means the affirmative vote of the lesser of (1) more than 50% of the
outstanding shares of the Colonial Fund or (2) 67% or more of the shares of the
Colonial Fund present at the Meetings if more than 50% of the outstanding shares
of the Colonial Fund are represented at the Meetings in person or by proxy.
PROPOSAL 4. TO AMEND THE FUNDAMENTAL INVESTMENT POLICY REGARDING
DIVERSIFICATION (For shareholders of Colonial California
Tax-Exempt Fund - herein referred to as the "California
Fund")
The California Fund was organized in 1986 as a diversified investment
company under the 1940 Act. As a diversified fund the California Fund may not,
with respect to 75% of its assets, invest more than 5% of its assets in a single
company or own more than 10% of the securities of a single company. The
California Fund was organized as a diversified fund because of marketing reasons
and for the more favorable tax treatment under California law for diversified
funds. However, there is no longer a tax reason favoring diversified funds
because the California law which distinguished diversified funds from
non-diversified funds has since been repealed. In addition, the marketing
reasons in favor of a diversified fund no longer exist. The Board of Trustees
recommends that the California Fund be changed from a diversified fund to a
non-diversified fund which would increase management flexibility by allowing the
Fund to take larger positions in issuers. CMA currently advises eight other
state municipal funds which were organized as non-diversified funds.
Because the California Fund's status as a diversified fund is a
fundamental investment policy, this policy would need to be eliminated to effect
this change. The current fundamental investment policy provides that the Fund
may:
Not concentrate more than 25% of its total assets in any one industry
[or with respect to 75% of total assets purchase any security (other
than obligations of U.S. Government and cash items including
receivables) if as a result more than 5% of its total assets would
then be invested in securities of a single issuer or purchase the
voting securities of an issuer if, as a result of such purchase the
Fund would own more than 10% of the outstanding voting shares of such
issuer].
The Board of Trustees of the California Fund recommends that the
bracketed language in the above policy be deleted.
THE BOARD OF TRUSTEES RECOMMENDS THAT THE SHAREHOLDERS OF THE
CALIFORNIA FUND VOTE FOR PROPOSAL 4.
REQUIRED VOTE FOR PROPOSAL 4
Approval requires the affirmative vote of a "majority of the
outstanding voting securities" (as defined in the 1940 Act) of the California
Fund, which means the affirmative vote of the lesser of (1) more than 50% of the
outstanding shares of the California Fund or (2) 67% or more of the shares of
the California Fund present at the Meetings if more than 50% of the outstanding
shares of the California Fund are represented at the Meetings in person or by
proxy.
PROPOSAL 5. TO APPROVE POLICIES FOR A MASTER FUND/FEEDER FUND
STRUCTURE (Each Colonial Mutual Fund except for Colonial
Global Utilities Fund, Colonial Municipal Money Market
Fund, LFC Utilities Trust and Colonial Money Market Fund
- herein referred to for purposes of this Proposal 5 as
"Colonial Funds")
A. Overview of Master Fund/Feeder Fund Structure. "Master fund/feeder
fund" refers to a structure in which a fund (a feeder fund) seeks to achieve its
investment objective by investing all or substantially all of its assets in
shares of, or interests in, another fund (the master fund) having a similar
investment objective and policies as the feeder fund. The master fund, in turn,
invests in individual securities. Typically, a master fund will have more than
one feeder fund, with each feeder fund marketed to a particular class or classes
of investors or through a different distribution channel. For example, shares of
one feeder fund might be offered to individual investors, shares of another
feeder fund to institutions, and shares of a third to retirement plans or their
participants. The primary reason to use the master fund/feeder fund structure is
to provide a mechanism to pool, in a single master fund, investments of
different investor classes, resulting in a larger portfolio, investment and
administrative efficiencies and economies of scale. The diagram below compares
each Colonial Fund's current structure to a typical master fund/feeder fund
structure. CMA currently acts as administrator of three funds that utilize a
master/feeder structure, Colonial Global Utilities Fund, Colonial Municipal
Money Market Fund and Colonial Money Market Fund.
CURRENT STRUCTURE MASTER FUND/FEEDER FUND STRUCTURE
Fund Shareholders Fund Shareholders Other Feeder Fund Shareholders
------------ ------------ -------------- --------------
Individual Other Feeder Other Feeder
Securities Fund Fund* Fund* Fund*
------------ ------------ -------------- --------------
--------------
Individual
Securities Master Fund
--------------
*Each feeder fund holds only interests in the master fund
B. No Current Plans to Convert any of the Colonial Funds to a Master
Fund/Feeder Fund Structure. The Board of Trustees has no present plans to
convert any of the Colonial Funds to a master fund/feeder fund structure.
However, in the future it may be advantageous for the Colonial Funds to be
converted in order to obtain greater efficiencies. The Board of Trustees is
proposing new disclosure to the Colonial Funds' Statement of Additional
Information which would eliminate having to obtain a subsequent shareholder vote
before implementing a conversion. This would eliminate the expenses and delays
associated with subsequent shareholder meetings if any of the Colonial Funds
wish to convert to a master fund/feeder fund structure. Any such conversions
would need to be approved by the Board of Trustees and notification of the
conversion would be provided to shareholders.
C. Management under a Master Fund/Feeder Fund Structure. The Colonial
Funds will not be managed significantly differently under a
master fund/feeder fund structure. The master fund in which the assets of the
feeder fund would invest will have a similar investment objective and
substantially the same investment policies as the feeder fund. Therefore, the
master fund will invest in the same types of securities in which the feeder fund
is authorized to invest.
D. Changes to Fundamental Investment Policies to Allow the Conversion
to a Master Fund/Feeder Fund Structure. Currently, the Colonial Funds have
fundamental investment policies that may not permit the Funds to organize as a
master fund/feeder fund. The Board of Trustees recommends adding the following
sentence to each Colonial Fund's Statement of Additional Information to clarify
that the Funds may be organized as a master fund/feeder fund structure:
Notwithstanding the investment policies and restrictions of the Fund,
the Fund may invest all or a portion of its investable assets in an
open-end management investment company with substantially the same
investment objective, policies and restrictions as the Fund.
THE BOARD OF TRUSTEES RECOMMENDS THAT THE SHAREHOLDERS OF EACH COLONIAL
FUND VOTE FOR PROPOSAL 5.
REQUIRED VOTE FOR PROPOSAL 5
Approval requires the affirmative vote of a "majority of the
outstanding voting securities" (as defined in the 1940 Act) of the Fund, which
means the affirmative vote of the lesser of (1) more than 50% of the outstanding
shares of the Fund or (2) 67% or more of the shares of the Fund present at the
Meetings if more than 50% of the outstanding shares of the Fund are represented
at the Meetings in person or by proxy.
PART 3. INFORMATION REGARDING VOTING AND SHAREHOLDER MEETINGS.
This section provides further information regarding the methods of
voting and shareholder meetings.
In Parts 3 and 4, the following acronym codes will be used to identify the
Colonial Mutual Funds:
CODE COLONIAL MUTUAL FUND CODE COLONIAL MUTUAL FUND
- ----- -------------------- ----- ---------------------
CAGF Colonial Aggressive CMMMF Colonial Municipal Money
Growth Fund Market Fund
CCATEF Colonial California CNYTEF Colonial New York
Tax-Exempt Fund Tax-Exempt Fund
CCTTEF Colonial Connecticut CNCTEF Colonial North Carolina
Tax-Exempt Fund Tax-Exempt Fund
CEIF Colonial Equity Income COHTEF Colonial Ohio Tax-Exempt
Fund Fund
CFSF Colonial Federal CSVF Colonial Select Value
Securities Fund Fund
CFLTEF Colonial Florida CSDUSGF Colonial Short Duration
Tax-Exempt Fund U.S. Government Fund
CGEF Colonial Global Equity CSCVF Colonial Small Cap Value
Fund Fund
CGUF Colonial Global Utilities CSBF Colonial Strategic
Fund Balanced Fund
CHYMF Colonial High Yield CSIF Colonial Strategic
Municipal Fund Income Fund
CHYSF Colonial High Yield CTEF Colonial Tax-Exempt Fund
Securities Fund
CIF Colonial Income Fund CTEIF Colonial Tax-Exempt
Insured Fund
CITEF Colonial Intermediate CUSG&IF Colonial U.S. Growth &
Tax-Exempt Fund Income Fund
CIEF Colonial International CUF Colonial Utilities Fund
Equity Fund
CIHF Colonial International NGCF Newport Greater China
Horizons Fund Fund
CIUSGF Colonial Intermediate NJOF Newport Japan
U.S. Government Fund Opportunities Fund
CMATEF Colonial Massachusetts NTCF Newport Tiger Cub Fund
Tax-Exempt Fund
CMITEF Colonial Michigan SRATMGF Stein Roe Advisor
Tax-Exempt Fund Tax-Managed Growth Fund
CMNTEF Colonial Minnesota TCF The Colonial Fund
Tax-Exempt Fund
CMMF Colonial Money Market Fund
A. Proxy Solicitation Methods. Shareholders of the Colonial Mutual
Funds entitled to vote at the Meetings will receive proxy materials in the mail.
The Funds have engaged the services of SCC to assist in the solicitation of
proxies. As the date approaches, if we have not received your vote, you may
receive a call from SCC reminding you to exercise your right to vote.
B. Proxy Solicitation Costs. The Colonial Mutual Funds will bear the
cost of the solicitation which includes printing of proxy materials, mailing and
the tabulation of votes. By voting as soon as you receive your proxy materials,
you will help reduce the cost of additional mailings. The cost of this
assistance for each Colonial Mutual Fund is not expected to exceed the
following:
CODE SOLICITATION COST CODE SOLICITATION COST
- ----- ----------------- ---- -----------------
CAGF $ CMMMF $
CCATEF CNYTEF
CCTTEF CNCTEF
CEIF COHTEF
CFSF CSVF
CFLTEF CSDUSGF
CGEF CSCVF
CGUF CSBF
CHYMF CSIF
CHYSF CTEF
CIF CTEIF
CITEF CUSG&IF
CIEF CUF
CIHF NGCF
CIUSGF NJOF
CMATEF NTCF
CMITEF SRATMGF
CMNTEF TCF
CMMF
C. Record Date and Quorum. Shareholders of record at the close of
business on August 21, 1998 (Record Date) will have one vote for each share
held. Holders of 30% of the shares of each Colonial Mutual Fund outstanding on
the Record Date constitute a quorum and must be present in person or represented
by proxy for business to be transacted at the Meetings. Regardless of how you
vote ("For", "Against" or "Abstain"), your shares will be counted as present and
entitled to vote for purposes of determining the presence of a quorum. If a
shareholder withholds authority or abstains, or the proxy reflects a "broker
non-vote" (i.e., shares held by brokers or nominees as to which (i) instructions
have not been received from the beneficial owners or persons entitled to vote
and (ii) the broker or nominee does not have discretionary voting power on a
particular matter), it will have the effect of votes (a) present for purposes of
determining a quorum for each proposal and (b) against proposals 2 through 5.
With respect to the election of Trustees, withheld authority, abstentions and
broker non-votes have no effect on the outcome of the voting.
D. Revoking Your Proxy. You may revoke your proxy at any time up until
the voting results are announced at the Meetings. You may revoke your vote by
writing to the Secretary of the Colonial Mutual Funds, Nancy L. Conlin, One
Financial Center, 11th Floor, Boston, MA 02111-2621. You may also revoke your
proxy by voting again by one of the following five ways: (a) by using your
enclosed proxy card; (b) by calling toll-free at the 800 number indiciated on
the proxy insert, (c) by accessing our Web site; (d) by fax (not available for
all shareholders; refer to the enclosed proxy insert) or (e) voting in person at
the Meetings.
E. Shareholder Proposals. Proposals of shareholders which are intended
to be considered for inclusion in the Colonial Mutual Funds' proxy statement
must be received within a reasonable amount of time prior to any meetings. The
Colonial Mutual Funds do not intend to hold meetings in 1999.
F. Annual/Semiannual Reports. Further information concerning a Colonial
Mutual Fund is contained in its most recent Annual and/or Semiannual Report to
Shareholders, which are obtainable free of charge by writing Colonial Management
Associates, Inc. at One Financial Center, Boston, Massachusetts 02111 or by
calling 1-800-426-3750.
G. Litigation. The Colonial Mutual Funds are not currently involved in
any material litigation.
H. Other Matters. As of the date of this proxy statement, only the
business mentioned in proposals 1 through 5 of the Notice of the Special
Meetings of Shareholders is contemplated to be presented. If any procedural or
other matters come before the Meetings, your proxy shall be voted in accordance
with the best judgement of the proxy holder(s).
PART 4. FUND INFORMATION.
As of the Record Date, each Colonial Mutual Fund had the following
outstanding shares of beneficial interest:
Colonial Outstanding Outstanding Outstanding Outstanding
Mutual Fund Class A Class B Shares Class C Shares Class Z Share
Shares
- ----------- ------------ -------------- --------------- --------------
CAGF
CCATEF
CCTTEF
CEIF
CFSF
CFLTEF
CGEF
CGUF
CHYMF
CHYSF
CIF
CITEF
CIEF
CIHF
CIUSGF
CMATEF
CMITEF
CMNTEF
CMMF
CMMMF
CNYTEF
CNCTEF
COHTEF
CSVF
CSDUSGF
CSCVF
CSBF
CSIF
CTEF
CTEIF
CUSG&IF
CUF
NGCF
NJOF
NTCF
TCF
Colonial Outstanding Outstanding Outstanding Outstanding
Mutual Fund Class A Class B Shares Class C Shares Class E Shares
Shares
- ----------- ----------- -------------- -------------- --------------
SRATMGF
Colonial Outstanding Outstanding Outstanding
Mutual Fund Class F Class G Shares Class H Shares
Shares
- ----------- ------------ --------------- --------------
SRATMGF
As of the Record Date, the following persons were known to own
beneficially 5% or more of the applicable outstanding Class(es) of shares of the
following Colonial Mutual Funds:
Colonial Number of Percentage of
Mutual Fund Class of Shares Shares Owned
Shares Name and Address Owned
- ----------- -------- ---------------- ---------- -------------
As of the Record Date, the current members of the Board of Trustees and
Ms. Verville, Messrs. Carberry, Macera and Dr. Stitzel were known to
beneficially own the applicable outstanding Class(es) of shares of the
following Colonial Mutual Funds:
Colonial
Mutual Fund Mr. Birnbaum Mr. Bleasdale Mr. Carberry Ms. Collins
- ----------- ------------ -------------- ------------ -------------
Colonial
Mutual Fund Mr. Grinnell Mr. Lowry Mr. Macera Mr. Mayer
- ----------- ------------ ---------- ----------- ----------
Colonial
Mutual Fund Mr. Moody Mr. Neuhauser Dr. Stitzel Mr. Sullivan Ms. Verville
- ----------- --------- ------------- ----------- ------------ ------------
The following table sets forth certain information about the executive
officers of each Colonial Mutual Fund:
Executive Officer Year of Election as
Name & Age Office with the Colonial Mutual Funds; Executive Officer
Principal Occupation (1)
Stephen E. Gibson President of the Colonial Mutual Funds 1998
(44) since June, 1998; President, Chief
Executive Officer and Director,
Colonial Management Associates, Inc.
(Adviser) and The Colonial Group, Inc.
(TCG) since December, 1996; Chairman
of the Board and Director, Liberty
Financial Investments, Inc. since
December, 1996 (formerly Managing
Director of Marketing, Putnam
Investments from June, 1992 to July,
1996).
Davey S. Scoon Vice President of the Colonial Mutual 1993
(51) Funds since June, 1993 (formerly
Treasurer from March, 1985 to June, 1993); Executive Vice
President since July, 1993 and Director since March, 1985 of
the Adviser (formerly Senior Vice President and Treasurer
from March, 1985 to July, 1993); Executive Vice President and
Chief Operating Officer of TCG since March, 1995 (formerly
Vice President - Finance and Administration and Treasurer
from November, 1985 to March, 1995).
Timothy J. Jacoby Treasurer and Chief Financial Officer 1996
(43) of the Colonial Mutual Funds since
October, 1996 (formerly Controller and Chief Accounting
Officer from October, 1997 to February, 1998); Senior Vice
President of the Adviser since September, 1996 (formerly
Senior Vice President, Fidelity Accounting and Custody
Services from September, 1993 to August, 1990 and Assistant
Treasurer to Fidelity Group of Funds from August, 1990 to
September, 1993).
J. Kevin Controller and Chief Accounting 1998
Connaughton Officer of the Colonial Mutual Funds
(33) since February, 1998; Vice President
of the Adviser since February, 1998 (formerly Senior Tax
Manager, Coopers & Lybrand, LLP from April, 1996 to January,
1998; Vice President, 440 Financial Group/First Data Investor
Services Group from March, 1994 to April, 1996; Vice
President, The Boston Company (subsidiary of Mellon Bank)
from December, 1993 to March, 1994; Assistant Vice President
and Tax Manager, Mellon Bank from March, 1992 to December,
1993).
Nancy L. Conlin Secretary of the Colonial Mutual Funds 1998
(44) since April, 1998 (formerly Assistant
Secretary from July, 1994 to April, 1998); Director, Senior
Vice President, General Counsel, Secretary and Clerk of the
Adviser since April, 1998 (formerly Vice President, Counsel,
Assistant Secretary and Assistant Clerk from July, 1994 to
April, 1998), Vice President - Legal, General Counsel and
Clerk of TCG since April, 1998 (formerly Assistant Clerk from
July, 1994 to April, 1998).
(1) Except as otherwise noted, each individual has held the office
indicated or other offices in the same company for the last five
years.
As of the Record Date, the executive officers and the current Board of
Trustees as a group were known to beneficially own XX% of the
applicable outstanding Class(es) of shares of each of the following Colonial
Mutual Funds:
Colonial Number of Percentage of
Name Mutual Fund Class of Shares Shares Owned
Shares Owned
- ------ ------------ -------- ---------- -------------
The current Board of Trustees received the following compensation from
each Colonial Mutual Fund as of each Fund's fiscal year end and for the calendar
year ended December 31, 1997:
<PAGE>
COLONIAL
MUTUAL FUND CFSF CFSF CIUSGF CSDUSGF NJOF NGCF
Fiscal Year
End 10/31/96 8/31/97((1) 8/31/97 8/31/97 8/31/97 8/31/97
- ------------ --------- ----------- ------- ------- ------- --------
Trustee:
Mr. Birnbaum $5,874 $4,236 $5,295 $719 $570 $44
Mr. Bleasdale 6,562(2) 4,833(3) 6,041(4) 828(5) 582(6) 61(7)
Ms. Collins 5,534 4,232 5,296 719 571 44
Mr. Grinnell 5,894 4,272(8) 5,343(9) 727(10) 576(11) 45
Mr. Lowry 5,998 4,266 5,342 726 576 45
Mr. Mayer 5,776 4,046 5,062 688 537 37
Mr. Moody 6,728(12) 4,465(13)5,585(14) 758(15) 592(16) 46(17)
Mr. Neuhauser 5,971 4,282 5,359 726 576 45
Mr. Sullivan 6,407 4,526 5,663 722 609 48
COLONIAL
MUTUAL FUND NTCF SRATMGF CGUF TCF CGEF
Fiscal Year End 8/31/97 10/31/97(18) 10/31/97(19) 10/31/97 10/31/97
- --------------- ------- ------------ ------------ -------- --------
Trustee:
Mr. Birnbaum $588 $465 $1,402 $5,741 $1,109
Mr. Bleasdale 680(20) 548(21) 1,588(22) 6,517(23) 579(24)
Ms. Collins 589 465 1,403 5,743 1,108
Mr. Grinnell 595(25) 471(26) 1,412(27) 6,076(28) 1,119(29)
Mr. Lowry 595 471 1,412 5,783 1,121
Mr. Mayer 553 448 1,345 5,491 1,062
Mr. Moody 611(30) 482(31) 1,471(32) 6,005(33) 1,160(34)
Mr. Neuhauser 594 471 1,417 5,801 1,119
Mr. Sullivan 628 505 1,493 6,102 1,179
COLONIAL MUTUAL
FUND CIHF CSVF CSBF CHYMF CITEF
Fiscal Year End 10/31/97 10/31/97 10/31/97 11/30/97 11/30/97
- --------------- -------- -------- -------- -------- ---------
Trustee:
Mr. Birnbaum $ 985 $2,394 $1,098 $1,442 $ 837
Mr. Bleasdale 1,116(35) 2,721(36) 1,247(37) 1,635(38) 948(39)
Ms. Collins 984 2,391 1,099 1,442 838
Mr. Grinnell 993(40) 2,411(41) 1,106(42) 1,517(43) 884(44)
Mr. Lowry 994 2,411 1,106 1,456 843
Mr. Mayer 944 2,291 1,053 1,382 805
Mr. Moody 1,032(45) 2,506(46) 1,149(47) 1,510(48) 879(49)
Mr. Neuhauser 993 2,418 1,110 1,456 845
Mr. Sullivan 1,049 2,545 1,169 1,536 888
COLONIAL MUTUAL
FUND CTEF CTEIF CUF CHYSF CIF
Fiscal Year End 11/30/97 11/30/97 11/30/97 12/31/97 12/31/97
- --------------- -------- --------- -------- -------- ---------
Trustee:
Mr. Birnbaum $12,271 $1,634 $4,554 $4,376 $1,347
Mr. Bleasdale 13,858(50) 1,852(51) 6,478(52) 4,582(53) 1,398(54)
Ms. Collins 12,270 1,632 4,658 4,374 1,348
Mr. Grinnell 12,981(55) 1,732(56) 4,816(57) 4,411(58) 1,490(59)
Mr. Lowry 12,368 1,650 4,569 4,415 1,356
Mr. Mayer 11,755 1,566 4,369 4,185 1,289
Mr. Moody 12,880(60) 1,712(61) 4,785(62) 4,580(63) 1,412(64)
Mr. Neuhauser 12,402 1,651 4,607 4,421 1,361
Mr. Sullivan 13,039 1,738 4,846 4,654 1,433
COLONIAL MUTUAL
FUND CSIF CCATEF CCTTEF CFLTEF CMATEF
Fiscal Year End 12/31/97 1/31/98 1/31/98 1/31/98 1/31/98
- ---------------- -------- -------- -------- -------- --------
Trustee:
Mr. Birnbaum $6,531 $2,350 $1,468 $1,086 $2,187
Mr. Bleasdale 6,826(65) 2,334(66) 1,496(67) 1,107(68) 1,850(69)
Ms. Collins 6,531 2,351 1,469 1,088 2,188
Mr. Grinnell 7,243(70) 2,462(71) 1,599(72) 1,181(73) 2,210(74)
Mr. Lowry 6,587 2,369 1,483 1,096 2,211
Mr. Mayer 6,252 2,262 1,413 1,047 2,116
Mr. Moody 6,840(75) 2,466(76) 1,538(77) 1,140(78) 2,290(79)
Mr. Neuhauser 6,603 2,377 1,481 1,098 2,215
Mr. Sullivan 6,950 2,519 1,571 1,159 2,362
COLONIAL MUTUAL
FUND CMITEF CMNTEF CNYTEF CNCTEF COHTEF
Fiscal Year End 1/31/98 1/31/98 1/31/98 1/31/98 1/31/98
- ---------------- ------- ------- -------- -------- --------
Trustee:
Mr. Birnbaum $1,731 $1,063 $1,263 $ 992 $1,350
Mr. Bleasdale 1,051(80) 1,058(81) 1,264(82) 1,077(83) 1,304(84)
Ms. Collins 1,731 1,061 1,267 991 1,350
Mr. Grinnell 1,845(85) 1,156(86) 1,379(87) 1,07(88) 1,467(89)
Mr. Lowry 1,755 1,070 1,276 1,000 1,363
Mr. Mayer 1,690 1,019 1,219 956 1,299
Mr. Moody 1,808(90) 1,111(91) 1,329(92) 1,039(93) 1,415(94)
Mr. Neuhauser 1,759 1,075 1,281 1,005 1,367
Mr. Sullivan 1,893 1,138 1,356 1,061 1,449
COLONIAL MUTUAL
FUND CMMMF CAGF CEIF CIEF CSCVF
Fiscal Year End 6/30/98 6/30/98 6/30/98 6/30/98 6/30/98
- --------------- ------- ------- -------- ------- --------
Trustee:
Mr. Birnbaum $95 $96 $97 $98 99
Mr. Bleasdale
Ms. Collins
Mr. Grinnell 100 101 102 103 104
Mr. Lowry
Mr. Mayer
Mr. Moody 105 106 107 108 109
Mr. Neuhauser
Mr. Sullivan
TOTAL COMPENSATION PAID
FROM COLONIAL FUNDS COMPLEX
TO THE BOARD OF TRUSTEES FOR
COLONIAL MUTUAL THE CALENDAR YEAR ENDED
FUND CUSGIF CMMF
Fiscal Year End 6/30/98 6/30/98 12/31/97 (110) (111)
- ---------------- ------- ------- ------------------------------
Trustee:
Mr. Birnbaum $ 93,949
Mr. Bleasdale (112) (113) 106,432(114)
Ms. Collins 93,949
Mr. Grinnell (115) (116) 94,698(117)
Mr. Lowry 101,445
Mr. Mayer 94,698
Mr. Moody (118) (119) 98,447(120)
Mr. Neuhauser 99,945
Mr. Sullivan 101,445
The following table sets forth the compensation paid to Messrs.
Birnbaum, Grinnell and Lowry in their capacities as Trustees or Directors of the
Liberty All-Star Equity Fund and the Liberty All-Star Growth Fund, Inc.
(together, Liberty Funds) for service during the calendar year ended December
31, 1997:
Total Compensation Paid To The Trustees
From the Liberty Funds For The Calendar
Trustee Year Ended December 31, 1997 (121)
- -------- ----------------------------------------
Robert J. Birnbaum $26,800
James E. Grinnell 26,800
Richard W. Lowry 26,800
The following table sets forth the compensation paid to Mr. Macera and
Dr. Stitzel in their capacities as Trustees of Liberty Variable Investment Trust
(Trust), which offers nine funds: Colonial Growth and Income Fund, Variable
Series, Stein Roe Global Utilities Fund, Variable Series, Colonial International
Fund for Growth, Variable Series, Colonial U.S. Stock Fund, Variable Series,
Colonial Strategic Income Fund, Variable Series, Newport Tiger Fund, Variable
Series, Liberty All-Star Equity Fund, Variable Series, Colonial Small Cap Value
Fund, Variable Series and Colonial High Yield Securities Fund, Variable Series,
for serving during the fiscal year ended December 31, 1997:
Total Compensation From the
Trust and Investment
Aggregate 1997 Companies which are Series of
Trustee Compensation (122) the Trust in 1997 (123)
- ------- ------------------- -----------------------------
Salvatore Macera $12,500 $33,500
Dr. Thomas E. Stitzel 12,500 33,500
- ------------------------------
1 The Fund changed its fiscal year end from October 31 to August 31.
Information presented is for the period November 1, 1996 through
August 31, 1997.
2 Includes $2,962 payable in later years as deferred compensation.
3 Includes $2,801 payable in later years as deferred compensation.
4 Includes $3,491 payable in later years as deferred compensation.
5 Includes $484 payable in later years as deferred compensation.
6 Includes $311 payable in later years as deferred compensation.
7 Includes $46 payable in later years as deferred compensation.
8 Includes$348 payable in later years as deferred compensation.
9 Includes $437 payable in later years as deferred compensation.
10 Includes $57 payable in later years as deferred compensation.
11 Includes $44 payable in later years asdeferred compensation.
12 Total compensation of $6,728 payable in later years as
deferred compensation.
13 Total compensation of $4,465 payable in later years as deferred compensation.
14 Total compensation of $5,585 payable in later years as deferred
compensation.
15 Total compensation of $758 payable in later years as deferred compensation.
16 Total compensation of $592 payable in later years as deferred
compensation.
17 Total compensation of $46 payable in later years as deferred compensation.
18 Trustee fee informoration for the Fund is for the period December 31, 1996
through October 31, 1997.
19 Includes compensation paid by LFC Utilities Trust, in which all of the
Funds' assets are invested.
20 Includes $402 payable in later years as deferred compensation.
21 Includes $202 payable in later years as deferred compensation.
22 Includes $857 payable in later years as deferred compensation.
23 Includes $3,524 payable in later years as deferred compensation.
24 Includes $579 payable in later years as deferred compensation.
25 Includes $45 payable in later years as deferred compensation.
26 Includes $8 payable in later years as deferred compensation.
27 Includes $73 payable in later years as deferred compensation.
29 Includes $131 payable in later years as deferred compensation.
30 Total compensation of $611 payable in later years as deferred
compensation.
31 Includes $307 payable in later years as deferred compensation.
32 Total compensation of $1,471 payable in later years as deferred compensation.
33 Total compensation of $6,005 payable in later years as deferred
compensation.
34 Total compensation of $1,160 payable in later years as deferred compensation.
35 Includes $602 payable in later years as deferred compensation.
36 Includes $1,466 payable in later years as deferred compensation.
37 Includes $673 payable in later years as deferred compensation.
38 Includes $882 payable in later years as deferred compensation.
39 Includes $511 payable in later years as deferred compensation.
40 Includes $119 payable in later years as deferred compensation.
41 Includes $241 payable in later years as deferred compensation.
42 Includes $55 payable in later years as deferred compensation.
43 Includes $72 payable in later years as deferred compensation.
44 Includes $42 payable in later years as deferred compensation.
45 Total compensation of $1,032 payable in later years as deferred
compensation.
46 Total compensation of $2,506 payable in later years as deferred
compensation.
47 Total compensation of $1,149 payable in later years as deferred
compensation.
48 Total compensation of $1,510 payable in later years as deferred
compensation.
49 Total compensation of $879 payable in later years as deferred compensation.
50 Includes $7,478 payable in later years as deferred compensation.
51 Includes $1,000 payable in later years as deferred compensation.
52 Includes $4,096 payable in later years as deferred compensation.
53 Includes $2,291 payable in later years as deferred compensation.
54 Includes $699 payable in later years as deferred compensation.
55 Includes $612 payable in later years as deferred compensation.
56 Includes $81 payable in later years as deferred compensation.
57 Includes $226 payable in later years as deferred compensation.
58 Includes $440 payable in later years as deferred compensation.
59 Includes $137 payable in later years as deferred compensation.
60 Total compensation of $12,880 payable in later years as deferred
compensation.
61 Total compensation of $1,712 payable in later years as deferred compensation.
62 Total compensation of $4,785 payable in later years as deferred
compensation.
63 Total compensation of $4,580 payable in later years as deferred
compensation.
64 Total compensation of $1,412 payable in later years as deferred
compensation.
65 Includes $3,413 payable in later years as deferred compensation.
66 Includes $1,251 payable in later years as deferred compensation.
68 Includes $592 payable in later years as deferred compensation.
69 Includes $987 payable in later years as deferred compensation.
70 Includes $657 payable in later years as deferred compensation.
71 Includes $192 payable in later years as deferred compensation.
72 Includes $116 payable in later years as deferred compensation.
73 Includes $86 payable in later years as deferred compensation.
74 Includes $151 payable in later years as deferred compensation.
75 Total compensation of $6,840 payable in later years as deferred
compensation.
76 Total compensation of $2,466 payable in later years as deferred
compensation.
77 Total compensation of $1,538 payable in later years as deferred
compensation.
78 Total compensation of $1,140 payable in later years as deferred compensation.
79 Total compensation of $2,290 payable in later years as deferred compensation.
80 Includes $560 payable in later years as deferred compensation.
81 Includes $565 payable in later years as deferred compensation.
82 Includes $675 payable in later years as deferred compensation.
84 Includes $694 payable in later years as deferred compensation.
85 Includes $89 payable in later years as deferred compensation.
86 Includes $84 payable in later years as deferred compensation.
87 Includes $102 payable in later years as deferred compensation.
88 Includes $76 payable in later years as deferred compensation.
89 Includes $103 payable in later years as deferred compensation.
90 Total compensation of $1,808 payable in later years as deferred
compensation.
91 Total compensation of $1,111 payable in later years as deferred
compensation.
92 Total compensation of $1,329 payable in later years as deferred
compensation.
93 Total compensation of $1,039 payable in later years as deferred compensation.
94 Total compensation of $1,415 payable in later years as deferred compensation.
95 Includes $ payable in later years as deferred compensation.
96 Includes $ payable in later years as deferred compensation.
97 Includes $ payable in later years as deferred compensation.
98 Includes $ payable in later years as deferred compensation.
99 Includes $ payable in later years as deferred compensation.
100 Includes $ payable in later years as deferred compensation.
101 Includes $ payable in later years as deferred compensation.
102 Includes $ payable in later years as deferred compensation.
103 Includes $ payable in later years as deferred compensation.
104 Includes $ payable in later years as deferred compensation.
105 Total compensation of $ payable in later years as
deferred compensation.
106 Total compensation of $ payable in later years as deferred compensation.
107 Total compensation of $ payable in later years as deferred compensation.
108 Total compensation of $ payable in later years as deferred compensation.
109 Total compensation of $ payable in later years as deferred compensation.
110 The Colonial Mutual Funds do not currently provide pension or
retirement plan benefits to the Trustees.
111 At December 31, 1997, the Colonial Mutual Funds complex consisted of 39
open-end and 5 closed-end management investment company portfolios.
112 Includes $ payable in later years as deferred compensation.
113 Includes $ payable in later years as deferred compensation.
114 Includes $57,454 payable in later years as deferred compensation.
115 Includes $ payable in later years as deferred compensation.
116 Includes $ payable in later years as deferred compensation.
117 Includes $4,797 payable in later years as deferred compensation.
118 Includes $ payable in later years as deferred compensation.
119 Includes $ payable in later years as deferred compensation.
120 Total compensation of $98,447 payable in later years as deferred
compensation. 121The Liberty Funds are advised by Liberty Asset
Management Company (LAMCO). LAMCO is an indirect wholly-owned subsidiary
of Liberty Financial Companies, Inc.(an intermediate parent of the
Adviser).
122 Consists of Trustee fees in the amount of (i) a $5,000 annual retainer,
(ii) a $1,500 meeting fee for each meeting attended in person and (iii)
a $500 meeting fee for each telephone meeting.
123 Includes Trustee fees paid by the Trust and by Stein Roe Variable
Investment Trust.
