COLONIAL MUNICIPAL MONEY MARKET FUND
Dear Shareholder:
I am writing to let you know that a Special Meeting of Shareholders of Colonial
Municipal Money Market Fund (Fund) will be held on June 18, 1996, to vote on the
election of a Board of Trustees for the SR&F Base Trust (Base Trust), as well as
several proposals to modify the fundamental investment restrictions on borrowing
and lending of the SR&F Municipal Money Market Portfolio (Portfolio). The Fund
currently invests all of its assets in the Portfolio, which is a series of the
Base Trust.
The modifications have been carefully reviewed and approved by your Fund's
Trustees. Currently, the Portfolio's and the Fund's restrictions only allow
borrowing from banks. The changes are being proposed primarily to allow the
Portfolio to borrow money from other mutual funds advised by Stein Roe & Farnham
Incorporated, when there is a cost advantage in doing so. Each of the Stein Roe
Funds, including the Portfolio, would be able to borrow a limited amount of
money from and lend money to the other Stein Roe Funds. Such borrowings and
loans would be made primarily to allow the borrowing fund to meet shareholder
redemptions.
As a shareholder in the Colonial Municipal Money Market Fund, you have the
opportunity to voice your opinion on these proposals. Everything you need to
vote is enclosed. Simply complete your proxy card and return it to us on or
before June 18, 1996, in the enclosed postage-paid envelope. Your vote is very
important -- no matter how many shares you own.
Please take a few moments to review the details of the proposals and return the
proxy at your earliest convenience. If you have any questions about the proxy,
please feel free to call Colonial Investors Service Center, Inc. at
1-800-345-6611. Our hearing-impaired shareholders may call 1-800-528-6979 if you
have special TTD equipment.
Thank you in advance for your participation and prompt attention. We look
forward to continuing to offer the high quality investment management and
shareholder services you have come to expect from Colonial Mutual Funds.
Sincerely,
Harold W. Cogger, President
May 21, 1996
TM-85/114C-0496
COLONIAL MUNICIPAL MONEY MARKET FUND
One Financial Center, Boston, Massachusetts 02111
(617) 426-3750
NOTICE OF MEETING OF SHAREHOLDERS
TO BE HELD JUNE 18, 1996
Dear Shareholder:
A Special Meeting of Shareholders (Meeting) of Colonial Municipal Money
Market Fund (Fund) will be held at the offices of Colonial Management
Associates, Inc. (Administrator), One Financial Center, Boston, Massachusetts,
on Tuesday, June 18, 1996, at 10:00 A.M. Eastern time to:
1. Consider the election of a Board of Trustees of the SR&F Base Trust;
2.A. Consider a proposal to amend the SR&F Municipal Money Market
Portfolio's fundamental investment restriction on borrowing;
2.B. Consider a proposal to amend the Fund's fundamental investment
restriction on borrowing conditioned upon the approval of Proposal
2.A;
3.A. Consider a proposal to amend the SR&F Municipal Money Market
Portfolio's fundamental investment restriction on lending;
3.B. Consider a proposal to amend the Fund's fundamental investment
restriction on lending conditioned upon the approval of Proposal
3.A; and
4. Transact such other business as may properly come before the
Meeting or any adjournment thereof.
By order of the Trustees,
Arthur O. Stern, Secretary
May 21, 1996
NOTICE: YOUR VOTE IS IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES YOU OWN. IF A
QUORUM IS NOT PRESENT AT THE MEETING, ADDITIONAL EXPENSES WILL BE INCURRED TO
SOLICIT ADDITIONAL PROXIES. TO AVOID THESE COSTS TO YOUR FUND, PLEASE VOTE, SIGN
AND RETURN YOUR PROXY IN THE ENCLOSED POSTAGE-PAID ENVELOPE IMMEDIATELY.
Proxy Statement
I. Introduction
The Trustees of Colonial Trust IV (Trust) hereby are soliciting proxies from the
shareholders of Colonial Municipal Money Market Fund (Fund) in connection with a
meeting of shareholders of the Fund (Meeting) scheduled for June 18, 1996. The
enclosed proxy was first mailed on May 21, 1996. The Meeting is being held so
that shareholders of the Fund may vote on the following proposals:
1. Elect the Board of Trustees of the SR&F Base Trust (Base Trust) (the Fund
currently invests all of its assets in the SR&F Municipal Money Market
Portfolio (Portfolio), which is a series of the Base Trust);
2.A. Modify the Portfolio's fundamental investment restriction on
borrowing to enable it to borrow money under an interfund lending program;
2.B. Make a conforming change to the Fund's fundamental investment
restriction on borrowing conditioned upon approval of Proposal 2.A;
3.A. Modify the Portfolio's fundamental investment restriction on lending to
enable it to lend money under the interfund lending program;
3.B. Make a conforming change to the Fund's fundamental investment
restriction on lending conditioned upon approval of Proposal 3.A; and
4. Transact such other business as may properly come before the Meeting
or any adjournment thereof.
II. General Information Concering the Fund's Two-Tier Structure.
Rather than investing in individual securities, the Fund currently invests all
of its assets in the Portfolio which, in turn, invests in individual securities.
As an investor in the Portfolio, the Fund is entitled to vote on certain matters
affecting the Portfolio and the Base Trust, including the election of the Board
of Trustees of the Base Trust and changes to the Portfolio's fundamental
investment restrictions. The Portfolio has submitted the matters referenced in
Proposals 1, 2.A. and 3.A. above to a vote of its investors.
The Fund's Prospectus states that all matters submitted by the Portfolio to the
Fund for a vote be passed along by the Fund to its shareholders, and that the
Fund vote its interest in the Portfolio for and against such matters in
proportion to the votes received from Fund shareholders. The Fund is hereby
requesting that Fund shareholders vote on the matters submitted by the Portfolio
for voting by the Fund. In addition, in the event the proposed changes to the
Portfolio's investment restrictions referred to in Items 2.A. and 3.A. are
approved by investors in the Portfolio and implemented, it would be necessary to
make conforming changes to the Fund's fundamental investment restrictions since
it invests exclusively in the Portfolio. Those changes are the subject of
Proposals 2.B. and 3.B.
Currently one other fund, the Stein Roe Municipal Money Market Fund (Stein Roe
Money Fund), also invests in the Portfolio. The matters being submitted by the
Portfolio to the Fund for a vote are also being submitted to the Stein Roe Money
Fund. As described in Section VI below, approval of Proposals 2.A. and 3.A. will
require the affirmative vote of the holders of a "majority" (as defined in the
Investment Company Act of 1940, as amended (Investment Company Act of 1940)) of
the outstanding interests in the Portfolio voting as a single class. As of April
17, 1996 (the record date for determining shareholders entitled to vote), the
Fund held 15% and the Stein Roe Money Fund held 85% of the interests in the
Portfolio. As a result, the outcome of the votes on these Proposals may be
controlled by the Stein Roe Money Fund and its shareholders.
The change to each Fund investment restriction will be implemented only if the
change to the corresponding Portfolio restriction is approved and implemented.
If either of the changes to the Portfolio's restrictions are approved and
implemented but the corresponding Fund restriction change is not approved, the
Trustees of the Fund will consider what action to take, including possibly
withdrawing the Fund's investment from the Portfolio and investing in another
pooled investment entity or retaining an investment adviser to manage the Fund's
assets. Certain of these actions would require approval of the Fund's
shareholders. Withdrawal of the Fund's assets from the Portfolio could result in
a distribution to the Fund of portfolio securities in kind (as opposed to a cash
distribution) and the Fund could incur brokerage fees or other transaction costs
in converting such securities to cash. Such a distribution in kind could also
result in a less diversified portfolio of investments for the Fund.
Further information concerning the Fund is contained in its most recent Annual
and Semi-Annual Reports to shareholders, which are obtainable free of charge by
writing the Administrator at One Financial Center, Boston, MA 02111-2621 or
calling 1-800-248-2828.
The Board of Trustees of the Base Trust have recommended that investors in the
Portfolio vote:
1. FOR the election of all nominees as trustees;
2.A. FOR the proposed modification to the Portfolio's fundamental investment
restriction on borrowing; and
3.A. FOR the proposed modification to the Portfolio's fundamental investment
restriction on lending.
III. Proposal 1 - Election of Base Trust Board of Trustees.
Pursuant to the Base Trust's By-Laws, three of the current Trustees of the Base
Trust are scheduled to retire from the Base Trust's Board by December 31, 1997.
In order to facilitate the transition of Board responsibilities, the Trustees
have expanded the Board temporarily from seven to nine members. The Nominating
Committee of the Base Trust has proposed a slate including seven nominees who
are currently trustees and two nominees who are standing for election for the
first time.
Each of the nine candidates nominated for election has agreed to and will serve
as a Trustee of the Base Trust until the next meeting of shareholders of the
Base Trust called for the purpose of electing trustees and until a successor is
elected and qualified or until his earlier death, retirement, resignation or
removal. The persons named in the enclosed proxy intend to vote at the Meeting
in favor of the election of the nominees named below as the Trustees of the Base
Trust. All nominees, except Messrs. Hacker and Theobald are currently Trustees
of the Base Trust. Each of the current Trustees also serves as Trustee for Stein
Roe Income Trust, Stein Roe Municipal Trust and Stein Roe Investment Trust,
whose funds comprise the other funds within the Stein Roe complex of funds.
Messrs. Hacker and Theobald are being proposed to join the trustee boards of the
Stein Roe complex of funds.
A shareholder using the enclosed proxy may vote for all or any of the nominees
or withhold his or her vote from all or any of such nominees. If the proxy is
properly executed but unmarked, it will be voted in favor of all nominees. If,
for any reason, any nominee shall become unavailable for election, the proxy
holders may, but will not be bound to, vote for a substitute nominee.
The current and proposed Trustees, along with their principal occupations and
backgrounds, are set forth below:
Timothy K. Armour. President, Mutual Funds division, and Director, Stein Roe &
Farnham Incorporated (Adviser), since June, 1992; Senior Vice President and
Director of Marketing, Citibank, Illinois, 1989 to 1992. Age 47. Member of the
Executive Comittee, Nominating Committee, and Pricing Committee of the Base
Trust.(1)
Kenneth L. Block. Chairman Emeritus, A. T. Kearney, Inc. (international
management consultants). Age 75. Member of the Audit Committee of the Base
Trust.
William W. Boyd. Chairman and Director, Sterling Plumbing Group, Inc.
(manufacturer of plumbing products) since 1992; President and Chief
Executive Officer prior thereto. Also a director of Cummins-Allison Corp.
(manufacturer of currency counting equipment), Kohler Company (manufacturer
of plumbing products), and Market Facts, Inc. (market research); and
Chairman of the Board of Trustees, Elmhurst College. Age 69. Member of the
Audit Committee and Nominating Committee of the Base Trust.
Lindsay Cook. Senior Vice President, Liberty Financial Companies, Inc. (Liberty
Financial) (the indirect parent of the Adviser and of
the Administrator). Also a Vice President of Liberty Securities
Corporation, an indirect subsidiary of Liberty Financial. Age 44.(1)
Douglas A. Hacker. Senior Vice President and Chief Financial Officer,
United Airlines, since July, 1994; Senior Vice President--Finance, United
Airlines, February, 1993 to July, 1994; Vice President--Corporate & Fleet
Planning, American Airlines, 1991 to February, 1993. Also a Director of the
Steppenwolf Theatre Company and a Trustee of Providence-St. Mel School. Age
40.
Francis W. Morley. Chairman, Employer Plan Administrators and Consultants Co.
(designer, administrator, and communicator of employee benefit plans). Age 75.
Member of the Audit Committee of the Base Trust.
Charles R. Nelson. Van Voorhis Professor of Political Economy, University
of Washington. Also serves as a consultant on economic and statistical
matters. Age 53. Member of the Audit Committee and Nominating Committee of
the Base Trust.
Thomas C. Theobald. Managing Partner, William Blair Capital Partners (private
equity fund) since 1994; Chief Executive Officer and Chairman of the Board of
Directors of Continental Bank Corporation, 1987-1994. Also a director of the
following public companies: Xerox Corporation, Anixter International
(distributes network support equipment), Enron Global Power & Pipelines (owns
electric plants and pipelines in developing countries), and Peregrine Asia
Growth Fund (mutual fund). Director or partner of the following private
companies: GFTA (software developer) and Kleinwort Benson Holdings (holding
company for several American subsidiaries of London-based Kleinwort Benson).
Also a Trustee of Mutual Life Insurance Company of New York and Northwestern
University. Age 58.
Gordon R. Worley. Private investor. Age 76. Member of the Audit Committee
of the Base Trust.
Messrs. Block, Morley, Nelson, and Worley have been trustees of the Base Trust
since 1993. Messrs. Armour, Boyd, and Cook have been trustees of the Base Trust
since October, 1994.
(1) Messrs. Armour and Cook are interested persons of the Base Trust and of the
Adviser, as defined in the Investment Company Act, by reason of their
relationships with the Adviser.
Committees and Meetings of Trustees. The Board of Trustees of the Base Trust
currently has four committees. The Executive Committee has authority, with some
exceptions, to exercise the powers of the Board of Trustees between Board
meetings. The Audit Committee makes recommendations regarding the selection of
auditors, reviews with the auditors the reports issued by the auditors and the
financial statements, confers with the auditors regarding the results of the
audit and the adequacy of the accounting procedures and controls, and considers
related matters. The Nominating Committee, which functions only in an advisory
capacity, reviews and recommends to the full Board of Trustees candidates for
election to the Board of Trustees. The Pricing Committee determines a fair value
of the portfolio securities in cases where the Adviser believes that a market
quotation or valuation obtained using an approved pricing methodology does not
represent a fair value.
During the fiscal year ended June 30, 1995, the following numbers of meetings of
the Board of Trustees of the Base Trust were held:
Board of Trustees 6
Executive Committee 0
Audit Committee 1
Nominating Committee 1
Pricing Committee 0
Each incumbent Trustee attended at least 75% of the meetings of the Base Trust
Board of Trustees and its committees on which he served during the fiscal year
ended June 30, 1995.
Compensation of Trustees. As compensation for their services, Trustees of the
Base Trust who are not "interested persons" of the Base Trust or the Adviser are
paid an attendance fee from the Portfolio for each meeting of the Board or
committee thereof attended at which business for the Portfolio is conducted.
Attendance fees (other than for a Nominating Committee meeting) are based on the
Portfolio's net assets as of the preceding December 31 as follows: with net
assets of less than $251 million, the fee is $200 per meeting; with $251 million
to $500 million, $350; with $501 million to $750 million, $500; with $750
million to $1 billion, $650; and with over $1 billion in net assets, $800. The
Portfolio's net assets as of December 31, 1995 were $154.6 million. Each
non-interested Trustee also receives an aggregate of $500 for attending each
meeting of the Nominating Committee. Trustees who are "interested persons"
receive no compensation from the Base Trust.
The following table shows aggregate compensation received by each non-interested
tTrustee during the fiscal year ended June 30, 1995, from the Portfolio and from
the Stein Roe complex of funds of which the Portfolio is a part. The Board of
Trustees of the Base Trust do not receive any pension or retirement benefits
from the Base Trust.
Total Compensation from
Stein Roe Fund
Name of Trustee Portfolio Complex(2)
- --------------- --------- ----------
Kenneth L. Block $1,700 $72,800
William W. Boyd(3) 800 52,550
Francis W. Morley 1,700 73,750
Charles R. Nelson 1,700 74,550
Gordon R. Worley 1,700 72,200
(2) The Stein Roe Fund complex includes six funds of Stein Roe Income Trust,
four funds of Stein Roe Municipal Trust, eight funds of Stein Roe
Investment Trust and the Portfolio.
(3) Mr. Boyd became a trustee of the Base Trust in October, 1994.
Share Ownership by Trustees of the Base Trust. To the Fund's knowledge, as of
March 29, 1996, neither the Trustees of the Base Trust nor any nominees for
Trustee had or shared, directly or indirectly, beneficial ownership of any
interests in the Portfolio or shares of the Fund. In addition, to the Fund's
knowledge as of March 29, 1996, the Trustees, nominees for Trustee and officers
of the Base Trust as a group beneficially owned less than 1% of the then
outstanding interests in the Portfolio or shares of the Fund. On March 29, 1996,
the Trustees and officers of the Fund as a group beneficially owned less than 1%
of the then outstanding shares of the Fund.
The Board of Trustees of the Base Trust recommends that shareholders vote FOR
the election of each nominee as trustee of the Base Trust.
IV. Proposal 2 - Modification of the Portfolio's and the Fund's Fundamendal
Investment Restrictions on Borrowing.
The Fund's and the Portfolio's current fundamental investment restrictions with
respect to borrowing are as follows:
"[The Fund/Portfolio may not] borrow, except that the Fund or the Portfolio may
each borrow up to 33 1/3% of its total assets, taken at current value at the
time of such borrowing, from banks as a temporary measure for extraordinary or
emergency purposes but not to increase portfolio income (the total of reverse
repurchase agreements and such borrowings will not exceed 33 1/3% of either the
Fund's or the Portfolio's respective total assets and will not purchase
additional securities at a time when borrowings, less proceeds receivable from
sales of portfolio securities, exceed 5% of its total assets.)"
As amended, the Fund's and the Portfolio's fundamental investment restrictions
on borrowing would be as follows: "[The Fund/Portfolio may not] borrow, except
that it may (a) borrow for non-leveraging, temporary or emergency purposes and
(b) engage in reverse repurchase agreements and make other borrowings, provided
that the combination of (a) and (b) 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; [the Portfolio] may
borrow from banks, other Stein Roe Funds, and other persons to the extent
permitted by applicable law."
A. Proposal 2.A. - Modification of the Portfolio's Restriction on Borrowing.
The Portfolio's and the Fund's current restrictions only allow borrowing from
banks. The foregoing changes are being proposed primarily to allow the Portfolio
to borrow money from other mutual funds advised by the Adviser (collectively
with the Portfolio, the "Stein Roe Funds") under an interfund lending program
(Lending Program). Under the Lending Program, each of the Stein Roe Funds,
including the Portfolio, would be able to borrow money from and lend money to
the other Stein Roe Funds. Such borrowings and loans would be made primarily to
allow the borrowing fund to meet shareholder redemptions.
The Portfolio would borrow cash from another Stein Roe Fund only if the terms
were at least as favorable as the terms on which it could borrow from a bank.
The modified policies would continue to limit borrowings to no more than 33 1/3%
of total assets or any other percentage permitted under applicable law. In
addition to banks and the other Stein Roe Funds, the modified restrictions would
allow the Portfolio to borrow from any other lenders from which it may borrow
under applicable law, although there are no current plans to borrow from any
other entity.
The Board of Trustees of the Base Trust believe that the Lending Program may
provide a cost effective alternative to borrowing from other services.
In determining to recommend the proposed amendment to shareholders for approval,
the Trustees of the Base Trust considered the possible risks to the Portfolio
from borrowing under the Lending Program. There is a risk that the Portfolio
could have a loan recalled by the lending Stein Roe Fund on one day's notice. In
these circumstances, the Portfolio might have to borrow from a bank at a higher
interest cost if money to borrow were not available from another Stein Roe Fund.
The Board of Trustees of the Base Trust believes that the benefits to the
Portfolio from participation in the program outweigh any likely risks that may
result from such participation.
If both the change in the Portfolio's restriction on borrowing described in this
Section and the change in its restriction regarding lending described below are
adopted, the Portfolio, subject to its investment objectives and
policiesrestrictions, would be able to participate in the Lending Program either
as a borrower or as a lender. If only one of the two Proposals is adopted, then
the Portfolio's participation in the Lending Program would be confined to the
approved activity (lending or borrowing, as the case may be).
B. Proposal 2.B. - Modification of the Fund's Restriction on Borrowing.
In addition to approving the change to the Portfolio's investment restriction,
shareholders of the Fund also are being asked to approve a conforming change to
the Fund's fundamental investment restriction regarding borrowing. The change to
the Fund's investment restriction will not be made unless the change to the
Portfolio's investment restriction is approved and implemented.
The Board of Trustees of the Base Trust recommends that shareholders vote FOR
Proposal 2.A.; the Board of Trustees of Colonial Trust IV recommends that
shareholders vote FOR Proposal 2.B.
V. Proposal 3 - Modification of the Portfolio's and the Fund's Fundamental
Investment Restrictions on Lending.
The Fund's and the Portfolio's current investment restrictions on lending are as
follows:
"[The Fund/Portfolio may not] make loans to other persons, except that the Fund
or the Portfolio may invest up to 100% of its assets in debt obligations,
including money market instruments."
As amended, the restrictions would be as follows: "[The Fund/Portfolio may not]
make loans, although the Portfolio may (a) participate in an interfund lending
program with other Stein Roe 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 the
Portfolio's total assets; (b) purchase money market instruments and enter into
repurchase agreements; and (c) acquire publicly-distributed or privately-placed
debt securities."
A. Proposal 3.A. - Modification of the Portfolio's Restriction on Lending.
The foregoing changes are being proposed to allow the Portfolio to participate
as a lender in the Lending Program described above. The Portfolio would lend
available cash only when the "interfund rate" was higher than the rate the
Portfolio could earn on repurchase agreements or other comparable short-term
investments. Clauses b) and (c) are being added to clarify that the current
policy does not prohibit the Portfolio from purchasing money market instruments
or entering into repurchase agreements, or purchasing debt securities; no
substantive change is intended.
The Board of Trustees of the Base Trust believe that the Lending Program may
provide the Portfolio with an opportunity to earn a higher return on its cash
holdings than it might otherwise earn. There is, however, no assurance that such
a higher return will result.
In determining to recommend the proposed amendment to shareholders for approval,
the Trustees of the Base Trust considered the possible risks to the Portfolio
from lending funds in the Lending Program. There is a risk that a lending fund
could experience a delay in obtaining repayment of a loan and, unlike with a
repurchase agreement, the lending fund would not necessarily have received
collateral for its loan. A delay in obtaining prompt payment could cause a
lending fund to miss an investment opportunity or to incur costs to borrow money
to replace the loaned funds. The Board of Trustees of the Base Trust believe
that the benefits to the Portfolio from participation in the Lending Program
outweigh any likely risks that may result from such participation. In addition,
any interest earned by the Portfolio with respect to a loan would be taxable.
Accordingly, the Portfolio would loan cash only if a determination is made that
loaning available cash to another fund on a taxable basis would be more
beneficial to shareholders than investing the cash in an alternative short-term
instrument.
B. Proposal 3.B. - Modification of the Fund's Restriction on Lending.
In addition to approving the change to the Portfolio's investment restriction,
shareholders of the Fund also are being asked to approve a conforming change to
the Fund's fundamental investment restriction regarding lending. The change to
the Fund's investment restrictions will not be made unless the change to the
Portfolio's investment restriction is approved and implemented.
The Board of Trustees of the Base Trust recommends that shareholders vote FOR
Proposal 3.A.; the Board of Trustees of Colonial Trust IV recommends that
shareholders vote FOR Proposal 3.B.
VI. Further Information About Voting and the Shareholder Meeting.
Required Vote. Approval of each of the items in Proposals 2A. and 3A. require
the affirmative vote of the holders of a "majority" (as defined in the
Investment Company Act) of the outstanding interests of the Portfolio; approval
of the items in Proposals 2.B. and 3.B. require the affirmative vote of the
holders of a "majority" of the outstanding shares of the Fund.
For this purpose, "majority" means the lesser of (a) 67% or more of the
interests in the Portfolio or shares of the Fund present at the Meeting, in
person or by proxy, if the holders of more than 50% of the outstanding interests
are present at the Meeting, in person or by proxy, or (b) more than 50% of the
outstanding interests in the Portfolio or shares of the Fund. All shareholders
of the Fund vote as a single class on all matters. All interestholders of the
Portfolio vote as a single class on all matters being submitted to a vote of the
Portfolio's interestholders described in the Proxy Statement.
How to Vote. Fund shareholders may vote either by completing, signing and
returning the enclosed proxy card or by voting in person at the Meeting. Proxies
may be revoked by voting in person at the Meeting or by sending a later dated
proxy card or a written revocation to the Fund's Secretary which must be
received prior to the Meeting. Solicitations of proxies may be made by mail,
telephone, telegraph, telecopy and personal interviews. Authorization to execute
proxies may be obtained by telephone or electronically transmitted restrictions.
The expenses of the Meeting and solicitation will be borne by the Fund.
Who may vote. Shareholders of record at the close of business on April 17, 1996
(record date) are entitled to notice of and to vote at the Meeting. Each whole
share held on the record date shall be entitled to one vote, and each fractional
share shall be entitled to a proportionate fractional vote. On the record date
the Fund had 24,428,448.236 shares outstanding. On the record date the following
shareholders were known by the Fund to be the record or beneficial owners of
more than 5% of a class of the Fund's shares:
Class A
Gretchen Henstorf Agee 5.50%
1217 3rd Avenue West
Seattle, WA 98119
Norman Garn & Nancy Garn Jt Ten 5.32%
1721 Mission Hills Road Apt. 208
Northbrook, IL 60062
John A. McNeice, Jr. 5.98%
47 Green Street
Canton, MA 02021-1023
Class B
Julianne F. Cole 7.85%
P.O. Box 160
Arcadia, LA 71001
Joseph C. Gambino 11.74%
8211 Narrows Avenue
Brooklyn, NY 11209
L. A. Hrnicek 9.80%
P.O. Box 606
Bayard, NE 69334-0606
Henry G. Taliaferro 8.08%
1015 Trenton
West Monroe, LA 91291
Method of Tabulation and Quorum. Votes cast by proxy or in person will be
counted by persons appointed by the Fund to act as election tellers for the
Meeting. The tellers will count the total number of votes cast "for" approval of
the proposals for purposes of determining whether sufficient affirmative votes
have been cast. Where 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), the shares will be counted
as present and entitled to vote on the matter for purposes of determining the
presence of a quorum. With respect to the proposals to be considered at the
Meeting, abstentions and broker non-votes will have the effect of a negative
vote.
Quorum. Although 30% of the shares of the Fund entitled to vote, present in
person or represented by proxy, constitutes a quorum for the transaction of
business by the Fund's shareholders at the Meeting, the affirmative vote of a
"majority" of the shares entitled to vote, as defined above, is necessary to
approve Proposals 2.B.
and 3.B.
Other business. The Board of Trustees does not know of any other business to be
brought before the Meeting. However, if any other matters properly come before
the Meeting, it is their intention that proxies that do not contain specific
restrictions to the contrary will be voted on such matters in accordance with
the judgment of the persons named as proxies in the enclosed form of proxy.
Solicitation of proxies. Persons holding shares as nominees will, upon request,
be reimbursed for their reasonable expenses in soliciting instructions from
their principals. The expenses of the Meeting or any adjournment thereof and of
any proxy solicitation will be borne by the Fund.
Date for receipt of shareholders' proposals for subsequent meetings of
shareholders. The Trust's Agreement and Declaration of Trust does not provide
for annual meetings of shareholders, and the Trust does not currently intend to
hold such a meeting in 1997. Shareholder proposals for inclusion in the proxy
statement for any subsequent meeting must be received by the Trust within a
reasonable period of time prior to any such meeting.
Adjournment. If sufficient votes in favor of a Proposal are not received by the
time scheduled for the Meeting, the persons named as proxies may propose
adjournments of the Meeting for a period or periods of not more than 90 days in
the aggregate to permit further solicitation of proxies with respect to the
Proposal. Any adjournment will require the affirmative vote of a majority of the
votes cast on the question in person or by proxy at the session of the meeting
to be adjourned. The persons named as proxies will vote in favor of such
adjournment those proxies that they are entitled to vote in favor of the
Proposal. They will vote against any such adjournment those proxies required to
be voted against the Proposal.
VII. Further information about the Fund and the Portfolio.
Adviser. The Adviser serves as investment adviser to the Portfolio. The Adviser
is a wholly-owned subsidiary of SteinRoe Services Inc. (SSI), the Base Trust's
transfer agent, which is a wholly-owned subsidiary of Liberty Financial, which
is a majority-owned subsidiary of Liberty Mutual Equity Corporation (Liberty
Equity), which is a wholly-owned subsidiary of Liberty Mutual Insurance Company
(Liberty Mutual). Liberty Mutual is a mutual insurance company, principally in
the property/casualty insurance field. The address of the Adviser and of SSI is
One South Wacker Drive, Chicago, Illinois 60606; the address of Liberty
Financial and Liberty Equity is Federal Reserve Plaza, 600 Atlantic Avenue,
Boston, Massachusetts 02210; and the address of Liberty Mutual is 175 Berkeley
Street, Boston, Massachusetts 02117.
The Directors of the Adviser are Kenneth R. Leibler, C. Allen Merritt, Jr.,
Timothy K. Armour, N. Bruce Callow and Hans P. Ziegler. Mr. Leibler is
President and Chief Executive Officer of Liberty Financial; Mr. Merritt is
Senior Vice pPresident and Treasurer of Liberty Financial; Mr. Armour is
President of the Adviser's Mutual Funds division; Mr. Callow is President
of the Adviser's Investment Counsel division; and Mr. Ziegler is Chief
Executive Officer of the Adviser.
The Adviser provides investment management services and receives from the
Portfolio a monthly fee at an annual rate of 0.25% of the Portfolio's average
daily net assets. For services performed under the agreement, the Adviser did
not receive fees for the period ended June 30, 1995; the two-tier structure
became effective on September 28, 1995. For the period ended December 31, 1995,
the Adviser received $101,835.
Shareholder services (Portfolio). SSI is the agent to the Portfolio for the
transfer of shares, disbursement of dividends, maintenance of shareholder
accounting records and shareholder servicing for a monthly fee of $500.
Bookkeeping and accounting (Portfolio). The Adviser performs certain bookkeeping
and accounting services for the Portfolio pursuant to a separate agreement with
the Base Trust. For those services the Adviser receives an annual fee of $25,000
plus 0.0025% of average net assets of the Portfolio over $50 million. For
services performed under the agreement, the Adviser did not receive fees from
the Portfolio for the period ended June 30, 1995; the two-tier structure became
effective on September 28, 1995. For the period ended December 31, 1995, the
Adviser received $6,901.
Administrator. The Administrator, an affiliate of the Adviser and an indirect
subsidiary of Liberty Financial, provides the Fund with certain administrative
services and generally oversees the operation of the Fund. The Fund pays the
Administrator a monthly fee at the annual rate of 0.25% of the Fund's average
daily net assets for these services. For services performed under the agreement,
the Administrator did not receive fees for the period ended June 30, 1995; the
two-tier structure became effective on September 28, 1995. For the period ended
December 31, 1995, the Administrator received $47,000.
The Administrator also provides pricing and bookkeeping services to the Fund for
a monthly fee at the annual rate of $18,000 plus 0.0233% annually of average
daily net assets over $50 million. For services performed under the agreement,
the Administrator received $16,000 and $11,000 for the periods ended June 30,
1995 and December 31, 1995, respectively.
Shareholder services (Fund). Colonial Investors Service Center, Inc. (Transfer
Agent), an indirect subsidiary of Liberty Financial, serves as the Fund's
shareholder services and transfer agent for a fee of 0.20% annually of the
Fund's average daily net assets plus certain out-of-pocket expenses. For
services performed under the agreement, the Transfer Agent received $43,000 and
$28,000 for the periods ended June 30, 1995 and December 31, 1995, respectively.
Distributor (Fund). Shares of the Fund are offered for sale through Colonial
Investment Services, Inc., a subsidiary of the Administrator.
Independent accountants (Portfolio). The Board of Trustees of the Base Trust
have selected Ernst & Young LLP as independent accountants for the current
fiscal year. No representative of the accounting firm is expected to be present
at the shareholder meeting.
Independent accountants (Fund). The Board of Trustees of the Trust has selected
Price Waterhouse LLP as independent accountants of the Fund for the current
fiscal year. No representative of the accounting firm is expected to be present
at the Meeting.
Officers of the Base Trust. The following persons are officers of the Base
Trust:
<TABLE>
<CAPTION>
Position(s) Held Position Held
Name Age with the Base Trust (4) with the Adviser
---- --- ----------------------- ----------------
<S> <C> <C> <C>
Gary A. Anetsberger 40 Senior Vice-President Controller,
Mutual Funds division;
Senior Vice President
since April, 1996; Vice
President, January,
1991
to April, 1996
Timothy K. Armour 47 President President, Mutual Funds
division and Director
since June, 1992;
Senior
Vice President and
Director of
Marketing of
Citibank Illinois prior
thereto
Jilaine Hummel Bauer 40 Executive Vice-President General Counsel and
and Secretary Secretary since
November
1995; Senior Vice
President since April,
1992; Vice President prior
thereto
N. Bruce Callow 50 Executive Vice-President President, Investment
Counsel division since
June, 1994; Senior Vice
President of trust and
financial services
for The
Northern Trust prior
thereto
Philip D. Hausken 38 Vice-President Vice President since
November, 1995;
Corporate
Counsel since July,
1994;
assistant regional
director, midwest
regional office of
the Securities
and Exchange Commission
prior thereto
Stephen P. Lautz 39 Vice-President Vice President
since May,
1994; associate prior
thereto
Nicolette D. Parrish 46 Vice-President and Senior Compliance
Assistant Administrator and
Secretary Assistant Secretary
since
November 1995; senior
legal assistant prior
thereto
Sharon R. Robertson 34 Controller Accounting Manager,
Mutual Funds division
Janet B. Rysz 40 Assistant Secretary Senior Compliance
Administrator and
Assistant Secretary
Hans P. Ziegler 55 Executive Vice-President Chief Executive Officer
since May, 1994;
President, Investment
Counsel division from
July, 1993 to June,
1994; President and
Chief
Executive Officer,
Pitcairn Financial
Management Group prior
thereto
Margaret O. Zwick 29 Treasurer Compliance Manager,
Mutual
Funds division since
August, 1995;
compliance
accountant, January, 1995
to July, 1995; section
manager, January,
1994 to
January, 1995;
supervisor,
February, 1990 to
December, 1993
</TABLE>
(4) Except as otherwise noted, each individual has held the office indicated or
other offices in the same company for the last five years.
SHAREHOLDERS ARE URGED TO VOTE, SIGN AND MAIL
THEIR PROXY IMMEDIATELY.
[THIS PAGE INTENTIONALLY LEFT BLANK.]
[THIS PAGE INTENTIONALLY LEFT BLANK.
PLEASE VOTE PROMPTLY
Your vote is important, no matter how many shares you own. Plesae 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 Harold W . Cogger, Nancy L. Conlin, Michael H. Koonce, and
Arthur O. Stern, and each of them, proxies of the signers, with power of
substitution to vote at the Special Meeting of Shareholders of Colonial
Municipal Money Market Fund (Fund), to be held in Boston, Massachusetts, on June
18, 1996, and at any adjournments, as specified herein, and in accordance with
their best judgment, on any other business that may properly come before this
meeting.
After careful review, the Board of Trustees, unanimously has recommended a vote
"FOR" Proposals 1 through 3.
Colonial Mutual Funds
P.O. Box 1722
Boston, Massachusetts 02106-1722
COLONIAL INVESTORS SERVICE CENTER, INC.
This proxy when properly executed will be voted in the manner directed and,
absent direction, will be voted FOR Proposals 1 through 3 listed to the right.
Please sign exactly as name appears hereon. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or other authorized
officer. If a partnership, please sign in partnership name by authorized person.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY
PROMPTLY USING THE ENCLOSED ENVELOPE.
Dated:----------------------------------------------------------, 1996
- ---------------------------------------------------------------------------
Signature
- ---------------------------------------------------------------------------
Signature if held jointly
1. ELECTION OF THE BOARD OF TRUSTEES OF THE SR&F BASE TRUST
(Item 1 of the Notice)
FOR WITHHOLD FOR ALL EXCEPT
Timothy K. Armour Kenneth L. Block William W. Boyd
Lindsay Cook Douglas A. Hacker Francis W. Morley
Charles R. Nelson Thomas C. Theobald Gordon R. Worley
*(INSTRUCTION: To withhold authority to vote for any individual nominee, mark
the "For All Except" box and strike a line through that nominee's name in the
list provided above ).
2.A PROPOSAL TO AMEND THE PORTFOLIO'S FUNDAMENTAL RESTRICTION ON BORROWING
(Proposal 2.A. of the Notice)
FOR AGAINST ABSTAIN
2.B PROPOSAL TO AMEND THE FUND'S FUNDAMENTAL RESTRICTION ON BORROWING
CONDITIONED UPON APPROVAL OF PROPOSAL 2.A (Proposal 2.B. of the Notice)
FOR AGAINST ABSTAIN
3.A PROPOSAL TO AMEND THE PORTFOLIO'S FUNDAMENTAL RESTRICTION ON LENDING
(Proposal 3.A. of the Notice)
FOR AGAINST ABSTAIN
3.B PROPOSAL TO AMEND THE FUND'S FUNDAMENTAL RESTRICTION ON LENDING CONDITIONED
UPON APPROVAL OF PROPOSAL 3.A (Proposal 3.B. of the Notice)
FOR AGAINST ABSTAIN
4. IN THEIR DISCRETION, UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE
THE MEETING.
