COLONIAL AGGRESSIVE GROWTH FUND
One Financial Center, Boston, Massachusetts 02111
June 22, 1998
Dear Shareholder:
A Special Meeting of Shareholders (Meeting) of Colonial Aggressive
Growth Fund (Fund) will be held at 10 a.m. Eastern time on June 30, 1998, at the
offices of Colonial Management Associates, Inc. (Adviser). Formal notice of the
Meeting appears on the next page, followed by the proxy statement. We urge you
to vote your shares by completing and returning the enclosed proxy card in the
envelope provided at your earliest convenience.
At the Meeting, you will be asked to consider approval of a new
Management Agreement for the Fund which would name Stein Roe & Farnham
Incorporated as the Fund's new investment adviser. After carefully considering
this proposal, your Fund's Trustees recommend that you vote FOR the proposal. If
the proposal is approved by shareholders, it is anticipated that the name of the
Fund will be changed to Stein Roe Advisor Small Cap Growth Fund.
YOUR VOTE IS IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES YOU OWN.
PLEASE VOTE BY COMPLETING, DATING AND SIGNING THE ENCLOSED PROXY CARD,
REGARDLESS OF THE NUMBER OF SHARES YOU OWN. A SELF-ADDRESSED, POSTAGE-PAID
ENVELOPE HAS BEEN ENCLOSED FOR YOUR CONVENIENCE. IT IS IMPORTANT THAT YOU VOTE
AND THAT YOUR VOTE BE RECEIVED NO LATER THAN JUNE 29, 1998.
We appreciate your participation and prompt response in this matter.
Sincerely,
Stephen E. Gibson
President
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COLONIAL AGGRESSIVE GROWTH FUND
One Financial Center, Boston, Massachusetts 02111
(617) 426-3750
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 30, 1998
Dear Shareholder:
A Special Meeting of Shareholders (Meeting) of Colonial Aggressive
Growth Fund (Fund) will be held at the offices of Colonial Management
Associates, Inc. (Adviser), One Financial Center, Boston, Massachusetts, on
Tuesday, June 30, 1998, at 10:00 a.m. Eastern time, to:
1. Approve or disapprove a new Management Agreement for the Fund
with Stein Roe & Farnham Incorporated;
2. Transact such other business as may properly come before the
Meeting or any adjournment thereof.
By order of the Trustees,
Nancy L. Conlin, Secretary
June 22, 1998
NOTICE: YOUR VOTE IS IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES YOU OWN. IF A
QUORUM IS NOT PRESENT AT THE MEETING, ADDITIONAL EXPENSES MAY 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.
<PAGE>
PROXY STATEMENT
June 22, 1998
The Trustees of the Fund have called a Special Meeting of the Fund's
shareholders for 10:00 a.m., Tuesday, June 30, 1998 for the purpose described in
the accompanying Notice. The purpose of this Proxy Statement is to provide you
with additional information regarding the proposal to be voted on at the Meeting
and to request your proxy to vote in favor of the proposal. By properly
completing and returning the enclosed proxy card, you will authorize the
individuals named on the card to vote your Fund shares in favor of the proposal
and, in their discretion, on any other matter to properly come before the
Meeting. No other matters are contemplated at this time. Additional information
concerning the proxy solicitation and voting process and who is eligible to vote
is set forth below; Sections 1 and 2, respectively, contain additional
information regarding the matter to be voted on at the Meeting.
Voting; Proxies; Shareholders Entitled to Vote.
The enclosed proxy, which was first mailed on June 22, 1998, is solicited
by the Trustees for use at the Meeting. All properly executed proxies received
in time for the Meeting will be voted as specified in the proxy or, if no
specification is made, in favor of the proposal referred to in the Proxy
Statement. The proxy may be revoked prior to its exercise by a later dated
proxy, by written revocation received by the Secretary or by voting in person.
Solicitation may be made by mail, telephone, telegraph, telecopy and personal
interviews. Authorization to execute proxies may be obtained by telephonically
or electronically transmitted instructions. All costs associated with proxy
printing, mailing and solicitation will be paid by the Fund.
Shareholders of record at the close of business on June 12, 1998 will have
one vote for each share held. On such date, the Fund had outstanding 268,708
Class A, 26,771 Class B and 26,771 Class C shares of beneficial interest.
Holders of thirty percent of the shares outstanding on such date constitute a
quorum and must be present in person or represented by proxy for business to be
transacted at the Meeting.
As of June 12, 1998, the following shareholder owned more than 5% of a
class of shares of the Fund and was deemed to control the Fund:
<PAGE>
Name and Address Number of Shares Owned and Percent of Class
Class A Class B Class C
Keyport Life Insurance Company 267,599 26,771 26,771
125 High Street 99.60% 100% 100%
Boston, MA 02101
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
for purposes of determining the presence of a quorum. Withheld authority,
abstentions and broker non-votes will have the effect of votes against the new
Management Agreement proposal.
Further information concerning the Fund is contained in its most recent
Annual and/or Semiannual Reports to shareholders, which are obtainable free of
charge by writing the Adviser at One Financial Center, Boston, MA 02111 or by
calling 1-800-426-3750, extension 3062.
1. Approve or Disapprove a New Management Agreement.
a. Description of Proposal.
The Board of Trustees propose that shareholders approve a new Management
Agreement, in the form set forth in Appendix A, between Colonial Trust VI
(Trust), on behalf of the Fund, and Stein Roe & Farnham Incorporated (Stein
Roe). The new Management Agreement is identical to the existing Management
Agreement except that Stein Roe will assume the role of investment adviser for
the Fund and will be compensated at an annual rate of 0.60% of average daily net
assets. The existing Management Agreement, which was approved by the sole
shareholder of the Fund on March 25, 1996 and most recently continued by the
Board of Trustees on June 19, 1998, provides for a monthly fee at the annual
rate of 0.85% of the Fund's average daily net assets. If shareholders approve
the new Management Agreement, the Fund will also enter into an Administration
Agreement with the Adviser providing for an administration fee payable to the
Adviser at an annual rate of 0.25% of the Fund's average daily net assets. The
Adviser has maintained a voluntary fee waiver and expense reimbursement such
that total operating expenses (exclusive of service fees, distribution fees,
brokerage commissions, interest, taxes and extraordinary expenses, if any) have
been limited to 1.30% annually of the Fund's average net assets. If shareholders
approve the new Management Agreement, the Adviser and Stein Roe intend to
continue this voluntary fee waiver and expense reimbursement until further
notice.
Under the voluntary fee waiver and expense reimbursement, the Fund did not
pay a management fee for the fiscal year ended June 30, 1997, or the semiannual
period ended December 31, 1997. If the new Management Agreement and
Administration Agreement had been in effect during the fiscal year ended June
30, 1997, and the semiannual period ended December 31, 1997, the Fund also would
not have paid management and administration expenses.
The following tables summarize the Fund's transaction expenses and annual
operating expenses for each class of the Fund's shares, based on expenses
incurred in the most recent fiscal year:
Shareholder Transaction Expenses(1)(2)
Class A Class B Class C
Maximum Initial Sales Charge Imposed on a
Purchase (as a % of offering price)(3) 5.75% 0.00%(4) 0.00%(4)
Maximum Contingent Deferred Sales Charge
(as a % of offering price)(3) 1.00%(5) 5.00% 1.00%
(1) For accounts less than $1,000 an annual fee of $10 may be deducted.
(2) Redemption proceeds exceeding $1,000 sent via federal funds wire will be
subject to a $7.50 charge per transaction.
(3) Does not apply to reinvested distributions.
(4) Because of the 0.75% distribution fee applicable to Class B and Class C
shares, long-term Class B and Class C shareholders may pay more in
aggregate sales charges than the maximum initial sales charge permitted
by the National Association of Securities Dealers, Inc. However, because
the Fund's Class B shares automatically convert to Class A shares after
approximately 8 years, this is less likely for Class B shares than for a
class without a conversion feature.
(5) Only with respect to any portion of purchases of $1 million to $5 million
redeemed within approximately 18 months after purchase. See "How to Buy
Shares" in the Fund's Prospectus.
<PAGE>
Annual Operating Expenses (as a % of average net assets)
Class A Class B Class C
Management fee (after fee waiver) 0.00% 0.00% 0.00%
12b-1 fees 0.25 1.00 1.00
Other expenses (after fee waiver) 1.30 1.30 1.30
---- ---- ----
Total operating expenses 1.55% 2.30% 2.30%
==== ==== ====
The Adviser has agreed, until further notice, to waive fees and bear
certain Fund expenses to the extent that "Total operating expenses" (exclusive
of service fees, distribution fees, brokerage commissions, interest, taxes and
extraordinary expenses, if any) will not exceed 1.30% annually of the Fund's
average net assets. Absent such agreement, the "Management fee" would be 0.85%
for each Class of shares, "Other expenses" would be 3.02% for each Class of
shares and "Total operating expenses" would be 4.12% for Class A shares and
4.87% for each of Class B and Class C shares.
The following table shows the cumulative expenses attributable to a
hypothetical $1,000 investment in each class of shares of the Fund for the
periods specified, assuming a 5% annual return, and, unless otherwise noted,
redemption at period end:
Class A Class B Class C
Period: (1) (2) (1) (2)
1 year $ 72 $ 73 $ 23 $ 33 $ 23
3 years 104 102 72 72(4) 72
5 years 137 143 123 123 123
10 years 231 245(3) 245(3) 264 264
(1) Assumes redemption at period end.
(2) Assumes no redemption.
(3) Class B shares automatically convert to Class A shares after approximately
8 years; therefore, years 9 and 10 reflect Class A shares expenses.
(4) Class C shares do not incur a contingent deferred sales charge on
redemptions made after one year.
Had the new Management Agreement and Adminstration Agreement been in
effect and assuming the continuation of the voluntary fee waiver and expense
reimbursement, the Fund's annual operating expenses for each class of shares
would have been the same as those referenced above.
The cumulative expenses attributable to a hypothetical $1,000 investment
in each class of shares of the Fund for 1, 3, 5 and 10 years, assuming that the
new Management Agreement and Administration Agreement were in effect and
assuming a 5% annual return and the continuation of the voluntary fee waiver and
expense reimbursement, would have been the same as those referenced above.
b. Consideration by the Board of Trustees.
The Board of Trustees met on April 24, 1998 to consider, among other
things, the proposed change in the Fund's investment adviser. The Adviser
reviewed the proposal with the Board of Trustees at the meeting, and provided a
rationale for the proposed change. The Adviser stated that Stein Roe, an
affiliate of the Adviser, has expertise and proven performance as an investment
adviser to growth funds. The Adviser's "New Value"(R) investment management
style is less well-suited to an aggressive growth fund like the Fund, which
seeks capital appreciation as its investment objective.
The Fund pursues its objective generally by investing a significant
portion of its assets in securities of smaller companies and new issues (stock
market capitalizations of between $20 million and $1 billion for smaller-sized
companies and $1 billion to $8 billion for medium-sized companies) with a market
niche or proprietary products which have the potential to grow rapidly.
Based on the information provided to the Board of Trustees, the Board of
Trustees unanimously approved the new Management Agreement and Administration
Agreement.
c. Trustees and Officers and Other Information.
The following table sets forth certain information about the Board of
Trustees of the Fund:
Name Trustee Shares Beneficially Owned Percentage of Fund
(Age) Since of Fund at June 12, 1998 Shares Owned
- ---- ----- ------------------------ ------------
Robert J. Birnbaum ---- ----
(69) 1995
Tom Bleasdale ---- ----
(67) 1991
Lora S. Collins ---- ----
(61) 1991
James E. Grinnell ---- ----
(67) 1995
Richard W. Lowry ---- ----
(61) 1995
William E. Mayer (1) ---- ----
(57) 1994
James L. Moody, Jr. ---- ----
(65) 1991
John J. Neuhauser ---- ----
(54) 1991
Robert L. Sullivan ---- ----
(69) 1991
Trustees and officers as a ---- ----
group
(1) Mr. Mayer is an "interested person," as defined in the Investment Company
Act of 1940 (1940 Act), because of his affiliation with Hambrecht & Quist
Incorporated (a registered broker-dealer).
The following table sets forth certain information about the executive
officers of the Fund:
<PAGE>
Executive Shares
Name Officer Beneficially
(Age) Since Owned and
Percent of Fund
Office with Fund (1) at June 12, 1998
Harold W. Cogger(2) President ----
(62) 1996
Stephen E. Gibson(3) President ----
(45) 1998
Davey S. Scoon Vice President ----
(51) 1993
Timothy J. Jacoby Treasurer and Chief ----
(45) 1996 Financial Officer
J. Kevin Connaughton Controller and Chief ----
(33) 1998 Accounting Officer
Nancy L. Conlin Secretary ----
(44) 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.
(2) Retired effective June 18, 1998.
(3) Elected effective June 18, 1998.
<PAGE>
d. Information Concerning Stein Roe, the Adviser and their Affiliates.
Stein Roe, One South Wacker Drive, Chicago, Illinois 60606, acts as
investment adviser to the Stein Roe Mutual Funds as well as mutual funds
sponsored by affiliated and unaffiliated companies. Stein Roe and the Adviser
are each wholly-owned indirect subsidiaries of Liberty Financial Companies, Inc.
(Liberty Financial). Liberty Financial is an indirect subsidiary of Liberty
Mutual Insurance Company (Liberty Mutual). Liberty Financial is a diversified
and integrated asset management organization which provides insurance and
investment products to individuals and institutions. Its principal executive
offices are located at 600 Atlantic Avenue, 24th Floor, Boston, Massachusetts
02210. Liberty Mutual is an underwriter of workers' compensation insurance and a
Massachusetts-chartered mutual property and casualty insurance company. The
principal business activities of Liberty Mutual's subsidiaries other than
Liberty Financial are property-casualty insurance, insurance services and life
insurance (including group life and health insurance products) marketed through
its own sales force. Liberty Mutual's principal executive offices are located at
175 Berkeley Street, Boston, Massachusetts 02117. Liberty Mutual is deemed to be
the controlling entity of Stein Roe, the Adviser and their affiliates.
Stein Roe and its predecessor have been providing investment advisory
services since 1932. Stein Roe acts as investment adviser to wealthy
individuals, trustees, pension and profit sharing plans, charitable
organizations and other institutional investors. As of December 31, 1997, Stein
Roe managed over $27.5 billion in assets: over $9.8 billion in equities and over
$17.7 billion in fixed-income securities (including $1.7 billion in municipal
securities). The $27.5 billion in managed assets included over $7.1 billion held
by open-end mutual funds managed by Stein Roe (approximately 15% of the mutual
fund assets were held by clients of Stein Roe). These mutual funds were owned by
over 268,000 shareholders. The $7.1 billion in mutual fund assets included over
$714 million in over 41,000 Individual Retirement Accounts (IRAs). In managing
those assets, Stein Roe utilizes a proprietary computer-based information system
that maintains and regularly updates information for approximately 9,000
companies. Stein Roe also monitors over 1,400 issues via a proprietary credit
analysis system. At December 31, 1997, Stein Roe employed 18 research analysts
and 55 account managers. The average investment-related experience of these
individuals was 24 years.
The directors of Stein Roe are Harold W. Cogger, Kenneth R. Leibler, C.
Allen Merritt, Jr., Thomas W. Butch and Hans P. Ziegler. Mr. Cogger serves as
Chairman of the Board of The Colonial Group, Inc. and of the Adviser and as an
Executive Vice President of Liberty Financial; Mr. Leibler is President and
Chief Executive Officer of Liberty Financial; Mr. Merritt is Chief Operating
Officer of Liberty Financial; Mr. Butch is President of Stein Roe's Mutual Funds
division and Senior Vice President of Liberty Financial Investments, Inc.
(Distributor); and Mr. Ziegler is Chief Executive Officer of Stein Roe. The
business address of Messrs. Cogger, Leibler and Merritt is 600 Atlantic Avenue,
Federal Reserve Plaza , Boston, Massachusetts 02210; that of Messrs. Butch and
Ziegler is One South Wacker Drive, Chicago, Illinois 60606.
The directors of the Adviser are Harold W. Cogger, Stephen E. Gibson, Davey
S. Scoon and Nancy L. Conlin. Mr. Gibson is the principal executive officer of
the Adviser. The principal occupations of the Adviser's directors are as
officers and directors of the Adviser and certain of its affiliates. The address
of the directors and officers of the Adviser, other than Mr. Cogger, is One
Financial Center, Boston, Massachusetts 02111.
Compensation under the existing and new Management Agreements is subject
to reduction to the extent that in any year the expenses of the Fund exceed the
limits on investment company expenses imposed by any statute or regulatory
authority of any jurisdiction in which shares of the Fund are qualified for
offer and sale. No such limits are currently in effect.
The existing and new Management Agreements provide that, subject to the
Board of Trustees' supervision, the Adviser or Stein Roe will manage the assets
of the Fund in accordance with its Prospectus and Statement of Additional
Information, purchase and sell securities and other investments on behalf of the
Fund and report results to the Board of Trustees periodically. The existing and
new Management Agreements also require the Adviser or Stein Roe to furnish, at
their expense (a) office space, supplies, facilities and equipment; (b)
executive and other personnel for managing the affairs of the Fund (excluding
custodial, transfer agency, pricing and certain record keeping services); and
(c) compensation to Trustees who are directors, officers of employees or the
Adviser or Stein Roe or their affiliates.
The existing and new Management Agreements may be terminated at any time
by the Adviser or Stein Roe, by the Board of Trustees or by vote of a majority
of the outstanding voting securities of the Fund without penalty on 60 days'
written notice; shall automatically terminate upon any assignment; and otherwise
shall continue in effect from year to year if approved annually (1) by the Board
of Trustees or by vote of a majority of the outstanding voting securities of the
Fund and (2) by a majority of the Trustees who are not "interested" persons as
defined under the 1940 Act.
If the new Management Agreement is approved, the Adviser will provide the
Fund with certain administrative services and generally oversee the operation of
the Fund. The Fund will pay the Adviser a monthly fee at the annual rate of
0.25% of the Fund's average daily net assets for these services.
The Adviser provides bookkeeping and pricing services to the Fund pursuant
to a separate Pricing and Bookkeeping Agreement under which the Adviser is paid
a monthly fee of $2,250 for the first $50 million of the Fund's net assets, plus
a monthly percentage fee at the following annual rates: 0.035% on the next $950
million; 0.025% on the next $1 billion; 0.015% on the next $1 billion; and
0.001% on the excess over $3 billion of the average daily net assets of the Fund
for such month. For these services and before the voluntary fee reduction then
in effect, the Fund paid the Adviser $27,000 for the fiscal year ended June 30,
1997.
Colonial Investors Service Center, Inc. (Transfer Agent), an affiliate of
the Adviser and Stein Roe, serves as the Fund's shareholder servicing and
transfer agent. The Transfer Agent is paid a monthly fee of 0.25% annually of
the Fund's average daily net assets plus certain out-of-pocket expenses. For
these services and before the voluntary fee reduction then in effect, the Fund
paid the Transfer Agent $9,000 for the fiscal year ended June 30, 1997.
Effective October 1, 1997, the fee began to be reduced so that after September
30, 1998, the fee will be at the annual rate of 0.236% of the Fund's average
daily net assets plus certain out-of-pocket expenses.
The Distributor, a subsidiary of the Adviser, serves as the distributor
for the Fund's shares. For the fiscal year ended June 30, 1997, the Distributor
did not retain any net underwriting discounts on sales of the Fund's Class A
shares, nor did it receive any contingent deferred sales charges on Class B and
Class C share redemptions. The Distributor is paid a monthly service fee at an
annual rate of 0.25% of the Fund's net assets attributable to Class A, Class B
and Class C shares. The Fund also pays the Distributor a monthly fee of 0.75% of
the average daily net assets attributed to the Fund's Class B and Class C
shares. For these services, the Fund paid the Distributor service fees of $9,000
and distribution fees applicable to Class B and Class C shares of $ 2,000 and
$2,000 , respectively, for the fiscal year ended June 30, 1997.
In addition to the fees described above, the Fund pays all of its expenses
not assumed by the Adviser, which may include, without limitation, fees and
expenses of the Independent Trustees, interest charges, taxes, brokerage
commissions, expenses of issue or redemption of shares, fees and expenses of
registering and qualifying shares of the Fund for distribution under federal and
state laws and regulations, custodial, auditing and legal expenses, expenses of
providing reports to shareholders, expenses of meetings of shareholders,
expenses of printing and mailing prospectuses, proxy statements and proxies to
existing shareholders, and its proportionate share of insurance premiums and
professional association dues or assessments. With respect to Colonial Trust VI,
all general Trust expenses are allocated among and charged to the assets of each
fund in the Trust, including the Fund, on a basis that the Board of Trustees
deems fair and equitable, which may be based on the relative net assets of such
funds or the nature of the services performed and relative applicability of the
services to each fund. Each fund also is responsible for such non-recurring
expenses as may arise, including litigation in which the fund may be a party,
and other expenses as determined by the Board of Trustees. Each fund may have an
obligation to indemnify its officer and Trustees with respect to litigation.
e. Other Funds Managed by Stein Roe.
In addition to the proposed services to be provided by Stein Roe to the
Fund, Stein Roe also provides management and other services and facilities to
other investment companies with different investment objectives than the Fund.
Information with respect to the assets of and management fees payable to Stein
Roe by the funds having investment objectives similar to those of the Fund, is
set forth below:
<PAGE>
Total Annual
Net Assets at Management Fee
May 29, 1998 as % of Average
Funds (in thousands) Daily Net Assets
0.75% up to $500 million,
Stein Roe Investment 0.70% of next $500 million,
Trust--Stein Roe Growth 0.65% of next $500 million,
Opportunities Fund $ 59,304 0.60% thereafter
0.75% up to $500 million,
Stein Roe Investment 0.70% of next $500 million,
Trust--Stein Roe Capital 0.65% of next $500 million,
Opportunities Fund 916,347 0.60% thereafter
0.75% up to $500 million,
0.70% of next $500 million,
SR&F Base Trust--SR&F Special 0.65% of next $500 million,
Portfolio 1,279,351 0.60% thereafter
SR&F Base Trust--SR&F Special
Venture Portfolio 209,418 0.75%
SteinRoe Variable Investment
Trust--Stein Roe Special
Venture Fund 183,132 0.50%
Investors Mark Series
Fund--Small Cap Equity
Portfolio 1,956 0.95%
American Skandia Trust -
Stein Roe Venture Fund 4,236 0.95%
f. Required Vote.
Approval of the new Management Agreement will require the affirmative vote
of a "majority of the outstanding voting securities" of the Fund (as defined in
the 1940 Act), 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 Meeting if more than 50% of the outstanding shares of
the Fund are represented at the Meeting in person or by proxy.
The Trustees unanimously recommend that shareholders of the Fund vote to
approve the new Management Agreement.
2. Other Matters and Discretion of Attorneys Named in the Proxy.
As of the date of this Proxy Statement, only the business mentioned in
Item 1 of the Notice of the Meeting is contemplated to be presented. If any
procedural or other matters properly come before the Meeting, the enclosed proxy
shall be voted in accordance with the best judgment of the proxy holder(s).
If a quorum of shareholders (thirty percent of the shares entitled to vote
at the Meeting) is not represented at the Meeting or at any adjournment thereof,
or, even though a quorum is so represented, if sufficient votes in favor of the
Item set forth in the Notice of the Meeting are not received by June 30, 1998,
the persons named as proxies may propose one or more adjournments of the Meeting
for a period or periods of not more than ninety days in the aggregate and
further solicitation of proxies may be made. Any such adjournment may be
effected by a majority of the votes properly cast in person or by proxy on the
question at the session of the Meeting to be adjourned. The persons named as
proxies will vote in favor of such adjournment those proxies which they are
entitled to vote in favor of the Items set forth in the Notice of the Meeting.
They will vote against any such adjournment those proxies required to be voted
against the Item.
The Trust's Agreement and Declaration of Trust does not provide for an
annual meeting of shareholders. Shareholder proposals for inclusion in the proxy
statement for any subsequent meeting must be received by the Fund within a
reasonable period of time prior to such meeting.
Shareholders are urged to vote, sign and mail their proxies immediately.
<PAGE>
APPENDIX A
MANAGEMENT AGREEMENT
AGREEMENT dated as of July 1, 1998, between COLONIAL TRUST VI, a Massachusetts
business trust (Trust), with respect to STEIN ROE ADVISOR SMALL CAP GROWTH FUND
(Fund), and STEIN ROE & FARNHAM INCORPORATED, a Delaware corporation (Stein
Roe).
In consideration of the promises and covenants herein, the parties agree as
follows:
1. Stein Roe will manage the investment of the assets of the Fund in
accordance with its prospectus and statement of additional information
and will perform the other services herein set forth, subject to the
supervision of the Board of Trustees of the Trust. Stein Roe may delegate
to an affiliate the responsibility for placing orders to effect the
investment of the Fund's available cash pursuant to written instructions
of Stein Roe.
2. In carrying out its investment management obligations, Stein Roe shall:
(a) evaluate such economic, statistical and financial information and
undertake such investment research as it shall believe advisable; (b)
purchase and sell securities and other investments for the Fund in
accordance with the procedures described in its prospectus and statement
of additional information; and (c) report results to the Board of Trustees
of the Trust.
3. Stein Roe shall be free to render similar services to others so long as
its services hereunder are not impaired thereby.
4. The Fund shall pay Stein Roe monthly a fee at the annual rate of 0.60% of
the average daily net assets of the Fund.
5. Stein Roe may waive its compensation (and bear expenses of the Fund) to
the extent that expenses of the Fund exceed any expense limitation Stein
Roe declares to be effective.
6. This Agreement shall become effective as of the date of its execution, and
(a) unless otherwise terminated, shall continue until two years from its
date of execution and from year to year thereafter so long as approved
annually in accordance with the 1940 Act; (b) may be terminated without
penalty on sixty days' written notice to Stein Roe either by vote of the
Board of Trustees of the Trust or by vote of a majority of the outstanding
shares of the Fund; (c) shall automatically terminate in the event of its
assignment; and (d) may be terminated without penalty by Stein Roe on
sixty days' written notice to the Trust.
7. This Agreement may be amended in accordance with the 1940 Act.
8. For the purpose of the Agreement, the terms "vote of a majority of the
outstanding shares", "affiliated person" and "assignment" shall have
their respective meanings defined in the 1940 Act and exemptions and
interpretations issued by the Securities and Exchange Commission under
the 1940 Act.
9. Stein Roe shall maintain, keep current and preserve on behalf of the
Fund, in the manner required by the 1940 Act, records identified by the
Trust from time to time. Stein Roe agrees to make such records available
upon request to the Trust and its auditors during regular business hours
at Stein Roe's offices. Stein Roe further agrees that such records are
the property of the Trust and will be surrendered to the Trust promptly
upon request.
10. The Fund may use the name "Stein Roe Advisor," or any other name derived
from the name "Stein Roe," only for so long as this Agreement or any
extension, renewal, or amendment hereof remains in effect, including any
similar agreement with any organization that shall have succeeded to the
business of Stein Roe, so long as such organization is a majority or
greater owned subsidiary of Liberty Financial Companies, Inc. At such
time as this Agreement or any extension, renewal or amendment hereof, or
each such other similar successor organization agreement shall no longer
be in effect, the Fund will cease to use any name derived from the name
"Stein Roe," any name similar thereto, or any other name indicating that
it is advised by or otherwise connected with Stein Roe, or with any
organization which shall have succeeded Stein Roe's business as an
investment adviser.
11. In the absence of willful misfeasance, bad faith or gross negligence on
the part of Stein Roe, or reckless disregard of its obligations and
duties hereunder, Stein Roe shall not be subject to any liability to the
Trust or the Fund, to any shareholder of the Trust or the Fund or to any
other person, firm or organization, for any act or omission in the course
of, or connected with, rendering services hereunder.
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COLONIAL TRUST VI on behalf of STEIN ROE & FARNHAM
STEIN ROE ADVISOR SMALL INCORPORATED
CAP GROWTH FUND
By: __________________________ By: ____________________________
Title: Title:
A copy of the document establishing the Trust is filed with the Secretary of The
Commonwealth of Massachusetts. This Agreement is executed by officers not as
individuals and is not binding upon any of the Trustees, officers or
shareholders of the Trust individually but only upon the assets of the Fund.
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PLEASE VOTE PROMPTLY
*********************************
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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 Nancy L. Conlin and William J. Ballou, each of them proxies
of the signers, with power of substitution to vote at the
Special Meeting of Shareholders of Colonial Aggressive Growth Fund, to be held
at Boston, Massachusetts, on Tuesday, June 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.
Colonial Investors Service Center, Inc.
P.O. Box 1722
Boston, Massachusetts 02105-1722
Please Read Both Sides of This Card
This proxy, when properly executed, will be voted in the manner directed herein
and, absent direction, will be voted FOR Item 1 below. This proxy will be voted
in accordance with the holder's best judgement as to any other matter.
Approve or disapprove a new Management
Agreement for the Fund with
Stein Roe & Farnham Incorporated. (Item 1 of the Notice)
For Against Abstain
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| | | | | |
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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.
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Mark Box at Right for Address Change and Note Below |__|
PLEASE MARK, SIGN DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE.
Date_________________
- ------------------ ------------------
Shareholder sign here Co-owner sign here
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