As filed with the Securities and Exchange Commission on May 28, 1999.
Registration No. ________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Liberty Funds Trust VI
(formerly, Colonial Trust VI)
(Exact name of Registrant as Specified in Charter)
One Financial Center, Boston, MA 02111
(Address of Principal Executive Offices)
(617) 426-3750
(Area Code and telephone Number)
----------
Nancy L. Conlin, Esq.
Colonial Management Associates, Inc.
One Financial Center
Boston, MA 02111
(Name and Address of Agent for Service)
---------
Approximate Date of Proposed Public Offering: As soon as practicable after
this Registration Statement becomes effective.
----------
It is proposed that this filing will become effective on
June 28, 1999 pursuant to Rule 488.
---------
Title of Securities Being Registered:
Shares of Beneficial Interest, no par value
----------
<PAGE>
Liberty Funds Trust VI
(Newport Asia Pacific Fund)
Cross-Reference Sheet
as required by Rule 481(a)
Part A
Form N-14 Item Caption in Prospectus/Proxy Statement
1 Cross-Reference Sheet; Front Cover
2 Front Cover; Back Cover
3 Cover Letter, Summary of the Combination; Reasons
for the Combination; Tax Consequences of the
Combination; Comparison of Investment Objectives,
Policies and Restrictions; Principal Risk Factors
4 Cover Letter, Summary of the Combination; Reasons
for the Combination; Tax Consequences of the
Combination; Comparison of Investment Objectives,
Policies and Restrictions; Principal Risk
Factors; Exhibit A
5, 6 Summary of the Combination; Reasons for the
Combination; Comparison of Investment Objectives,
Policies and Restrictions; Principal Risk
Factors; Summary of Expenses; Capitalization;
Exhibit B
7 General Information; Determination and
Recommendation of the Trustees; Required Vote
8 General Information
9 Not Applicable
Part B
Form N-14 Item Caption in Statement of Additional Information
10, 11 Cover Page
12, 13 Not Applicable
14 Financial Statements
<PAGE>
Part C
Form N-14 Item
15 Indemnification
16 Exhibits
17 Undertakings
<PAGE>
LIBERTY FUNDS TRUST II
ONE FINANCIAL CENTER
BOSTON, MASSACHUSETTS 02111
1 (800) 426-3750
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
OF THE NEWPORT TIGER CUB FUND
September 9, 1999
Dear Shareholder:
Newport Tiger Cub Fund (the "Fund"), a separate series of Liberty Funds
Trust II ("Trust II"), will hold a Special Meeting of Shareholders on September
9, 1999 at the offices of Colonial Management Associates, Inc., the
administrator of the Fund, One Financial Center, Boston, Massachusetts 02111.
The meeting is being called for the purpose of voting on a proposal to
reorganize the Fund into the Newport Asia Pacific Fund (the "Asia Pacific
Fund"), a diversified portfolio of Liberty Funds Trust VI, which is referred to
as the "Reorganization."
If the Reorganization is approved by shareholders of the Fund, all of
the assets of the Fund will be exchanged for shares of the Asia Pacific Fund as
described in the accompanying Notice and Combined Proxy Statement/Prospectus.
Your Fund shares would be exchanged for an equal dollar amount of Asia Pacific
Fund shares with no tax impact to you. The investment objectives and policies of
the Asia Pacific Fund are similar to the objectives and policies of the Fund. We
have approved the Reorganization and recommend that shareholders vote in its
favor.
In light of the similarity in investment objective and policies, and
the greater diversity in portfolio the Asia Pacific Fund can provide, we
determined that the Reorganization is in the best interests of the Fund's
shareholders. We encourage you to review the enclosed materials for all of the
details. You should know that, if approved, the proposed Reorganization will not
affect the value of your account or result in your paying any additional sales
charge.
The Fund's Board of Trustees urges you to vote FOR the proposed
Reorganization. Please complete the enclosed proxy and return it as soon as
possible in the envelope provided. To ensure that your votes are counted, you
must vote, sign and return the enclosed proxy card. By promptly returning the
proxy, you help avoid the necessity and expenses of follow-up mailings and
telephone solicitations to assure a quorum. If you later decide to attend the
meeting, you may revoke your proxy and vote your shares in person. If you have
any questions, please call us at (800) 338-2550.
Respectfully,
The Board of Trustees of
LIBERTY FUNDS TRUST II
SHAREHOLDERS ARE URGED TO SIGN THE PROXY CARD AND MAIL IT IN THE POSTAGE PREPAID
ENVELOPE SO AS TO ENSURE A QUORUM AT THE SPECIAL MEETING. YOU MAY ALSO SUBMIT
YOUR VOTE ON THE PROPOSAL BY TELEPHONE, FACSIMILE, OR OVER THE INTERNET
(www.proxyvote.com). TO VOTE BY TELEPHONE, PLEASE CALL (800) [ ]. YOUR PROXY MAY
BE SENT BY FACSIMILE BY DIALING (800) [ ] BETWEEN THE HOURS OF 9:00 A.M.
AND 5:00 P.M., EASTERN TIME. IT IS IMPORTANT TO VOTE WHETHER YOU OWN FEW OR
MANY SHARES.
<PAGE>
LIBERTY FUNDS TRUST II
ONE FINANCIAL CENTER
BOSTON, MASSACHUSETTS 02111
1 (800) 426-3750
- --------------------------------------------------------------------------------
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
September 9, 1999
- --------------------------------------------------------------------------------
NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders (the
"Special Meeting") of Newport Tiger Cub Fund (the "Fund"), a separate series of
Liberty Funds Trust II, will be held at One Financial Center, Boston,
Massachusetts, 02111 on Thursday, September 9, 1999, at 2:00 p.m., for the
following purposes:
1. To approve or disapprove an Agreement and Plan of Reorganization by
and between Liberty Funds Trust II, on behalf of the Fund, and Liberty Funds
Trust VI, on behalf of the Newport Asia Pacific Fund (the "Plan"), and the
transactions contemplated thereby.
2. To transact any other business that may properly come before the
Meeting or any adjournment or postponement of the Special Meeting.
The Trustees have fixed the close of business on June 28, 1999 as the record
date for the determination of shareholders entitled to notice of and to vote at
the Meeting or any adjournment or postponement thereof. The enclosed proxy is
being solicited on behalf of the Trustees.
By Order of the Board of Trustees,
Nancy L. Conlin
Secretary
Boston, Massachusetts
July 16, 1999
- --------------------------------------------------------------------------------
IMPORTANT -- We urge you to sign and date the enclosed proxy card and return it
in the enclosed addressed envelope which requires no postage and is intended
for your convenience. You may also submit your vote on the proposal by
telephone, facsimile, or over the Internet (www.proxyvote.com). To vote via
telephone, please call (800) [ ]. Your proxy may be sent by facsimile by
dialing (800) [ ] between the hours of 9:00 a.m. and 5:00 p.m. Eastern Time. If
you can attend the Special Meeting and wish to vote your shares in person at
that time, you will be able to do so.
- --------------------------------------------------------------------------------
<PAGE>
LIBERTY FUNDS TRUST II
LIBERTY FUNDS TRUST VI
ONE FINANCIAL CENTER
BOSTON, MASSACHUSETTS 02111
(800) 426-3750
COMBINED PROXY STATEMENT AND PROSPECTUS
Dated July 16, 1999
INTRODUCTION
This Combined Proxy Statement and Prospectus (the "Statement") is
furnished in connection with the solicitation of proxies on behalf of the Board
of Trustees of Liberty Funds Trust II ("Trust II"), a Massachusetts business
trust, in connection with the Special Meeting of Shareholders of Newport Tiger
Cub Fund (the "Fund") to be held at the offices of Trust II, One Financial
Center, Boston, Massachusetts 02111 on Thursday, September 9, 1999 at 2:00 p.m.,
and at any adjournments and postponements thereof (collectively, the "Special
Meeting"). At the Special Meeting, the shareholders of the Fund will be asked to
approve:
1. An Agreement and Plan of Reorganization by and between Trust II on
behalf of the Fund and Liberty Funds Trust VI ("Trust VI") on behalf of Newport
Asia Pacific Fund (the "Asia Pacific Fund"), and the transactions contemplated
thereby.
The Agreement and Plan of Reorganization is referred to herein as the
"Plan" and the transactions contemplated thereby are referred to herein as the
"Reorganization."
Trust II and Trust VI are open-end management investment companies. The
Fund and the Asia Pacific Fund are each managed by Newport Fund Management, Inc.
The Board of Trustees of Trust II, including the non-interested Trustees (the
"disinterested Trustees"), has unanimously determined that the Plan and the
Reorganization are in the best interests of the Fund and its shareholders. In
reaching that determination, the Board of Trustees considered the compatibility
of the two funds' investment objectives, policies and portfolios, the greater
diversity of the Asia Pacific Fund, the better investment performance record of
the Asia Pacific Fund, the relative future growth prospects of the Fund and the
Asia Pacific Fund, the proposed terms of the Reorganization, the tax-free status
of the Reorganization and the ability of shareholders of the Fund to retain
their exchange privileges for shares of other Liberty mutual funds.
The Plan provides that on September 10, 1999 (the "Reorganization
Date"), all of the portfolio securities and other assets of the Fund will be
transferred to the Asia Pacific Fund, and the Asia Pacific Fund will assume all
of the liabilities of the Fund. The Asia Pacific Fund will issue Class A shares
of beneficial interest in the Asia Pacific Fund in an amount equal to the Fund's
Class A shares. These shares will be distributed to the Fund's Class A
<PAGE>
shareholders in proportion to their holdings on the Reorganization Date. In the
same manner, the Asia Pacific Fund will issue Class B, C and Z shares to the
Fund that will be distributed to the Fund's Class B, C and Z shareholders in
proportion to their respective holdings on the Reorganization Date. As a result
of these transactions, shares of Class A, B, C and Z of the Fund will convert to
the respective Class A, B, C and Z shares of the Asia Pacific Fund on a
dollar-for dollar-basis. You will not pay a sales charge, nor will the exchange
be a taxable event.
Effective as of the close of business on August 6, 1999, the Fund's
shares will no longer be available to new accounts or subsequent investments by
existing shareholders.
This Statement sets forth concisely the information that shareholders
of the Fund should know before voting on the Plan (and the Reorganization
contemplated thereby) and should be retained for future reference. The Plan is
attached to this Statement as Exhibit A and is incorporated herein by reference.
A Prospectus for the Asia Pacific Fund dated August 25, 1998,
Revised May 14, 1999, as supplemented from time to time, which describes
the investment objectives, programs, policies and risks of investing in the
Asia Pacific Fund, accompanies this Statement. A Prospectus for the Fund,
dated November 30, 1998, was previously provided to the shareholders of
the Fund. Additional information concerning the Asia Pacific Fund is set
forth in its Statement of Additional Information dated August 25, 1998,
Revised June 1, 1999. Additional information concerning the Fund is
set forth in its Statement of Additional Information dated November 30, 1998.
Moreover, further information concerning the matters considered in this
Statement is set forth in the Statement of Additional Information to this
Statement, dated July 16, 1999. Each of these documents is on file with the
Securities and Exchange Commission (the "SEC"), and is available without charge
upon oral or written request by writing or calling Trust II at the address and
telephone number shown above. The information contained in each of the
Prospectuses and Statements of Additional Information referred to above is
incorporated into this Statement by reference.
The SEC maintains a website at http:\\www.sec.gov that contains the
Prospectuses, Statements of Additional Information and other information
regarding Trust II, Trust VI and other registrants that file electronically with
the SEC.
This Statement constitutes (i) the proxy statement of the Fund for the
Special Meeting of Shareholders and (ii) the Prospectus for the Asia Pacific
Fund shares, which have been registered with the SEC and are to be issued in
connection with the Reorganization.
The Notice, this Statement, and the accompanying proxy are expected to
first be sent to shareholders of the Fund on or about July 16, 1999.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION PASSED ON THE ACCURACY OR ADEQUACY OF THIS STATEMENT. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<PAGE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS STATEMENT AND IN THE
MATERIALS EXPRESSLY INCORPORATED HEREIN BY REFERENCE AND, IF GIVEN OR MADE, SUCH
OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED ON AS HAVING BEEN
AUTHORIZED BY TRUST II OR TRUST IV, OR THEIR RESPECTIVE INVESTMENT ADVISORS OR
DISTRIBUTORS.
VOTE REQUIRED: THE PROPOSAL FOR THE FUND MUST BE APPROVED BY THE
AFFIRMATIVE VOTE OF A MAJORITY OF THE OUTSTANDING SHARES OF THE FUND.
<PAGE>
SUMMARY
The following is a summary of certain background information relating
to the proposed Reorganization, the parties thereto and the transactions
contemplated thereby, and is qualified by reference to the more complete
information contained elsewhere in this Statement and the Statement of
Additional Information with respect to this Statement, the Prospectuses and
Statements of Additional Information of the Fund and the Asia Pacific Fund, and
the Plan, attached to this Statement as Exhibit A, all of which have been
incorporated by reference into this Statement.
Proposed Reorganization and Plan
Based on their evaluation of the relevant information presented to
them, and in light of their fiduciary duties under federal and state law, the
Board of Trustees of Trust II, including the non-interested Trustees, has
unanimously concluded that the proposed Reorganization is consistent with the
best interests of the shareholders of the Fund. The Board of Trustees of Trust
II recommends the approval of the Plan and related transactions by the
shareholders of the Fund at the Special Meeting.
The Plan provides that at the Reorganization Date all of the portfolio
securities and other assets of the Fund will be transferred to the Asia Pacific
Fund, and the Asia Pacific Fund will assume all the liabilities of the Fund. The
Asia Pacific Fund will issue to the Fund full and fractional Class A shares of
beneficial interest in the Asia Pacific Fund having a total net asset value
equal to the total net asset value of Class A shares of the Fund. In the same
manner, the Asia Pacific Fund will issue Class B, C and Z shares to the Fund,
each class having a total net asset value equal to the respective total net
asset value of Class B, C and Z shares of the Fund. As a result of the
Reorganization, each shareholder of the Fund will become a shareholder of the
Asia Pacific Fund and will hold, immediately after the Closing Date, Class A, B,
C and Z shares of the Asia Pacific Fund having a total net asset value equal to
the total net asset value of the respective Class A, B, C and Z shares of the
Fund held by the shareholder immediately before the Reorganization Date. The
Reorganization is structured to be a tax-free reorganization, and therefore will
not be a taxable event for shareholders of the Fund. For further information,
see the discussion below of the Reorganization, which includes a description of
the Plan.
Reasons for the Reorganization
The purpose of the Reorganization is to allow shareholders of the Fund
to become shareholders of the Asia Pacific Fund. The Board of Trustees of the
Fund believes that the Reorganization offers the following benefits to
shareholders of the Fund:
o Although the Asia Pacific Fund has been in operation for less than
one year, it has outperformed the Fund. The table below shows the
investment performance record of Class A shares (at net asset
value) of the Asia Pacific Fund and the Fund.
<TABLE>
<CAPTION>
Total Cumulative Investment Return for
Periods Ended March 31, 1999
<S> <C> <C> <C>
One-Year Since Inception Since August 20, 1998
Asia Pacific Fund (8/20/98 Inception Date) N/A 49.60%
Tiger Cub Fund (6/3/96 Inception Date) -20.78% -43.75%
</TABLE>
o The Asia Pacific Fund offers shareholders of the Fund an
investment objective and investment policies that are
substantially similar investment to those of the Fund and is
managed by the same investment advisor, Newport Fund Management,
Inc. (the "Advisor"). As a diversified Asian fund, the Asia
Pacific Fund offers access to more markets, including, most
notably Japan, than the Fund.
o The Asia Pacific Fund is more diversified than the Fund with
respect to the size of the companies it may hold. The Fund
concentrates its investments in small capitalization stocks. The
Asia Pacific Fund invests in stocks of companies with
capitalizations ranging from small to large. Market capital
diversification as well as broader geographical diversification is
expected to provide shareholders with a less volatile investment
than the Fund.
o Shareholders of the Fund will invest in the Asia Pacific Fund on a
dollar-for-dollar basis, without paying a sales charge, in a
transaction that will not be a taxable event.
For these reasons, the Board of Trustees of the Fund, including a
majority of the disinterested Trustees, has determined that the Reorganization
is consistent with the best interests of the Fund and its shareholders, that the
terms of the Plan are fair and reasonable and that the interests of Fund
shareholders will not be diluted as a result of the Reorganization.
Federal Income Tax Consequences of the Reorganization
It is a condition of the closing of the Reorganization that counsel for
the Fund has issued an opinion to the effect that the Reorganization will not
give rise to the recognition of income, gain, or loss for federal income tax
purposes to the Fund, the Asia Pacific Fund, or their respective shareholders.
Overview of the Fund and the Asia Pacific Fund
The Asia Pacific Fund and the Fund each offers four classes of shares.
Class A shares are offered with a sales charge and are subject to an annual
asset-based service fee of 0.25% pursuant to Rule 12b-1 under the Investment
Company Act of 1940 (the "1940 Act"). Class B shares are offered at net asset
value and are subject to an annual asset-based service fee pursuant to Rule
12b-1 under the 1940 Act of 0.25%, a distribution fee of 0.75% and a contingent
deferred sales charge upon redemptions made within four years of purchase not to
exceed 5.00% (as a percentage of the redemption price). Class C shares are
<PAGE>
offered at net asset value, and are subject to an annual asset-based service fee
pursuant to Rule 12b-1 under the 1940 Act of 0.25%, a distribution fee of 0.75%
and a contingent deferred sales charge upon redemptions made within one year of
purchase not to exceed 1.00% (as a percentage of the redemption price). Class Z
shares are offered at net asset value, are not subject to a 12b-1 fee, a
distribution fee and are only available to institutional investors.
In the Reorganization, the Asia Pacific Fund will issue to the Fund
Class A shares of the Asia Pacific Fund in an amount equal to the aggregate net
asset value of the Fund's Class A shares. The Fund will immediately distribute
these shares to the Fund's Class A shareholders in proportion to their holdings
on the Reorganization Date. In the same manner, the Asia Pacific Fund will issue
to the Fund's Class B, Class C and Class Z shareholders in proportion to their
respective holdings on the Reorganization Date. As a result, Class A
shareholders of the Fund will become Class A shareholders of the Asia Pacific
Fund, Class B shareholders will become Class B shareholders of the Asia Pacific
Fund, Class C shareholders will become Class C shareholders of the Asia Pacific
Fund and Class Z shareholders will become Class Z shareholders of the Asia
Pacific Fund.
As shareholders of the Asia Pacific Fund, shareholders of the Fund will
continue to have exchange privileges with other Liberty mutual funds. The Asia
Pacific Fund's policies, procedures, and restrictions concerning share
redemption and exchange, dividend payment, and the determination of net asset
value are identical to those of the Fund, as set forth in the Prospectuses for
the funds.
THE FUND AND THE ASIA PACIFIC FUND
The investment objective and policies of each fund are similar and are
set forth below. The discussion is qualified in its entirety by the disclosure
that appears elsewhere in this Statement, and in the Prospectuses and Statements
of Additional Information of the Fund and the Asia Pacific Fund. There can be no
assurance that either fund will achieve its investment objective.
The Fund
The Fund seeks capital appreciation by investing primarily in equity securities
of small companies located in the nine Tigers of Asia (Hong Kong, Singapore,
South Korea, Taiwan, Malaysia, Thailand, Indonesia, The People's Republic of
China and the Philippines) ("Small Company Tiger Securities").
The Fund seeks to invest in companies with consistently above-average earnings
growth. Normally, the Fund will invest at least 65% of its total assets in Small
Company Tiger Securities. The Fund may invest up to 35% of its total assets in
equity securities of large companies located in the nine Tigers of Asia.
<PAGE>
The Asia Pacific Fund
The Asia Pacific Fund normally invests at least 80% of its total assets in
equity securities of companies whose principal activities are conducted in Asia
or the Pacific Basin. Such countries or regions may include Australia, Hong
Kong, India, Indonesia, Japan, Malaysia, New Zealand, the People's Republic of
China, the Philippines, Singapore, South Korea, Taiwan and Thailand. Many of
these countries do not have highly developed economies and securities markets
(emerging market countries). Although the amount of the Asia Pacific Fund's
assets invested in emerging market countries will vary over time, the Asia
Pacific Fund may invest all of its assets in emerging markets securities. Under
normal market conditions, the Asia Pacific Fund expects to invest its assets in
a number of countries and issuers. A significant portion of the Asia Pacific
Fund's assets will be invested in issuers whose principal activities are in
Japan and Hong Kong (including Chinese issuers whose securities trade
principally in Hong Kong markets).
The Asia Pacific Fund will not limit its investments to any particular type of
company. The Asia Pacific Fund may invest in the equity securities of companies,
large or small, whose earnings, the Advisor believes, are in a relatively strong
growth trend, or in companies whose securities the Advisor believes are
undervalued.
The Advisor determines where an issuer's principal activities are located by
considering such factors as its country of organization, the principal trading
market for its securities, the source of its revenues and the location of its
assets.
Other Policies
Both the Fund and the Asia Pacific Fund may invest in foreign currency
transactions, which includes the ability to purchase and sell (i) foreign
currencies on a spot and forward basis, (ii) foreign currency futures contracts,
and (iii) options on foreign currency futures contracts. Both funds may engage
in repurchase agreements. Each fund limits the amount of its net assets that may
be invested in securities that are illiquid, including repurchase agreements
with maturities in excess of seven days to 15% of its net assets.
Operations of the Asia Pacific Fund Following the Reorganization
As noted above, there are differences in the investment policies of the
Fund and the Asia Pacific Fund. It is not expected, however, that the Asia
Pacific Fund will revise its investment policies following the Reorganization to
reflect those of the Fund. Based on its review of the investment portfolios of
the Fund, however, the Advisor believes that most, if not all, of the assets of
the Fund are and will be consistent with the investment policies of the Asia
Pacific Fund and thus can be transferred to and held by the Asia Pacific Fund.
If the Reorganization is approved, the Fund will sell, prior to the effective
time of the Reorganization, any assets that are inconsistent with the Asia
Pacific Fund's investment policies. The proceeds of any such sales will be held
in temporary investments or reinvested in assets that qualify to be held by the
Asia Pacific Fund. The possible need for the Fund to dispose of assets prior to
the effective time of the Reorganization could result in selling securities at a
disadvantageous time and could result in the Fund realizing losses that would
not otherwise have been realized. The Advisor believes that any such losses
would not be material. After the Reorganization, the Trustees and officers of
<PAGE>
Trust VI and its Advisor, portfolio manager, distributor and other outside
agents will continue to serve in their current capacities.
Comparative Fee Table
The following tables set forth the current fees and expenses of the
Fund and the Asia Pacific Fund and the pro forma expenses of the Asia Pacific
Fund, assuming the Reorganization with the Fund occurs on September 10, 1999.
Excluding extraordinary expenses, the current fees and expenses of the Asia
Pacific Fund are expected to remain unchanged as a result of the Reorganization.
Annual Fund Operating Expenses
(As a percentage of average daily net assets)
<TABLE>
<CAPTION>
The Fund
<S> <C> <C> <C> <C>
Class A Class B Class C Class Z
Management and Administration Fee* 0.38% 0.38% 0.38% 0.38%
12b-1 Fees 0.25 1.00 1.00 0.00
Other Expenses 1.62 1.62 1.62 1.62
---- ---- ---- ----
Total Operating Expenses* 2.25% 3.00% 3.00% 2.00%
===== ===== ===== =====
Asia Pacific Fund
Class A Class B Class C Class Z
Management and Administration Fee** 0.00% 0.00 0.00% 0.00%
12b-1 Fees 0.25 1.00 1.00 0.00
Other Expenses 1.90 1.90 1.90 1.90
---- ---- ---- ----
Total Operating Expenses** 2.15% 2.90% 2.90% 1.90%
===== ===== ===== =====
Pro Forma Combined (i.e., shares of Asia Pacific Fund following Reorganization)
Class A Class B Class C Class Z
Management and Administration Fee** 0.00% 0.00 0.00% 0.00%
12b-1 Fees 0.25 1.00 1.00 0.00
Other Expenses 1.90 1.90 1.90 1.90
---- ---- ---- ----
Total Operating Expenses** 2.15% 2.90% 2.90% 1.90%
===== ===== ===== =====
</TABLE>
* The Advisor and Administrator have voluntarily agreed to waive or bear
certain Fund expenses. Absent such arrangements, "Management and
administration fees" would have been 1.40% for each class of shares and
"Total operating expenses" would have been 3.27% for Class A shares, 4.02%
for Class B and Class C shares and 3.02% for Class Z shares.
** The Advisor and Administrator have voluntarily agreed until further notice
to bear a portion of the management fees and or expenses so that the Funds
total annual operating expenses, excluding commissions, taxes, 12b-1 fees
and any extraordinary expenses, will not exceed 1.90%. Absent such waiver,
"Management and administration fees" and "other expenses" would have been
1.25% and 4.33%, respectively, for each Class of shares and "Total
operating expenses" would be 5.83% for Class A shares, 6.58% for Class B
and Class C shares and 5.58% for Class Z shares.
Examples
The following examples show the cumulative transaction and operating
expenses attributable to a hypothetical $1,000 investment in each Class of
shares of the Fund, the Asia Pacific Fund and the pro forma combined results of
the Reorganization for the periods specified, assuming a 5% annual return and,
unless otherwise noted, redemption at the end of the period. The 5% return and
expenses used in this example should not be considered indicative of actual or
expected performance on expenses of the Fund or the Asia Pacific Fund. The pro
forma example is for comparison purposes only and is not a representation of the
Asia Pacific Fund's actual expenses for returns, either past or future.
<TABLE>
<CAPTION>
The Fund
Class A Class B Class C Class Z
<S> <C> <C> <C> <C>
Period: (1) (2) (1) (2)
1 year $79 $80 $30 $40 $30 $20
3 years 124 123 93 93(4) 93 63
5 years 171 178 158 158 158 108
10 years 301 314(3) 314(3) 332 332 233
</TABLE>
Without voluntary fee reductions, the amounts would be $89, 152, $218 and $394
for Class A shares for 1, 3, 5 and 10 years, respectively; $90, $152, $226 and
$406 for Class B shares assuming redemptions for 1, 3, 5 and 10 years,
respectively; $40, $122, $206 and $406 for Class B shares assuming no
redemptions for 1, 3, 5 and 10 years, respectively; $50, $122, $206 and $422 for
Class C shares assuming redemptions for 1, 3, 5 and 10 years, respectively; $40,
$122, $206 and $422 for Class C shares assuming no redemptions for 1, 3, 5 and
10 years, respectively; and $30, $93, $159 and $334 for Class Z shares for 1, 3,
5 and 10 years, respectively.
<TABLE>
<CAPTION>
Asia Pacific Fund
Class A Class B Class C Class Z
<S> <C> <C> <C> <C>
Period: (1) (2) (1) (2)
1 year $78 $79 $29 $39 $29 $xx
3 years 121 120 90 90(4) 90 xx
5 years xx xx xx xx xx xx
10 years xx xx(3) xx(3) xx xx xx
</TABLE>
Without voluntary fee reductions, the amounts would be $112, $220, $xx and $xx
for Class A shares for 1, 3, 5 and 10 years, respectively; $115, $223, $xx and
$xx for Class B shares assuming redemptions for 1, 3, 5 and 10 years,
respectively; $65, $193, $xx and $xx for Class B shares assuming no redemptions
for 1, 3, 5 and 10 years, respectively; $75, $193, $xx and $xx for Class C
shares assuming redemptions for 1, 3, 5 and 10 years, respectively; $65, $193,
$xx and $xx for Class C shares assuming no redemptions for 1, 3, 5 and 10 years,
respectively; and $xx, $xx, $xx and $xx for Class Z shares for 1, 3, 5 and 10
years, respectively
<PAGE>
<TABLE>
<CAPTION>
Pro Forma Example
Class A Class B Class C Class Z
<S> <C> <C> <C> <C>
Period: (1) (2) (1) (2)
1 year $xx $xx $xx $xx $xx $xx
3 years xx xx xx xx(4) xx xx
5 years xx xx xx xx xx xx
10 years xx xx(3) xx(3) xx xx xx
</TABLE>
(1) Assumes redemption at end of period.
(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
share expenses.
(4) Class C shares do not incur a contingent deferred sales charge on
redemptions after 1 year.
Comparison of Principal Risk Factors
Because the Asia Pacific Fund's investment objective is similar to that
of the Fund, the investment risks of the two funds are generally similar. These
risks are those associated with funds that invest in securities whose principal
activities are concentrated in one region. Certain differences are identified
below. See the Prospectus of the Asia Pacific Fund, which accompanies this
Statement, for a more detailed discussion of the investment risks of the Asia
Pacific Fund.
There can be no assurance that either the Fund or the Asia Pacific Fund
will achieve its investment objective. Both the Asia Pacific Fund and the Fund
concentrate their investments in equity securities of companies located in
particular regions. The Fund focuses on the nine Tigers of Asia, and the Asia
Pacific Fund invests in Asia and the Pacific Basin region. Therefore, each
fund's investments are particularly susceptible to regional trends. The prices
of the funds' securities, and therefore, the net asset value of the Fund and the
Asia Pacific Fund may be adversely affected by negative economic or political
events in any of the nine Tigers of Asia or in Asian and the Pacific Basin
region. In addition, recent events in a number of the nine Tigers of Asia have
highlighted the financial interdependence of the region and demonstrated that
negative financial events in one such country may have far-reaching negative
effects throughout the region. The uncertainty surrounding the effects of these
events may negatively impact the return of the Fund and the Asia Pacific Fund
and the value of the funds' shares.
The risks of foreign investing are typically increased in less
developed countries, which are sometimes referred to as emerging market
countries. Political and economic structures in these countries may be new and
developing rapidly, and may cause instability. Emerging market countries are
also more likely to experience high levels of inflation, deflation or currency
devaluations, which could hurt their economies and securities markets.
The Fund and the Asia Pacific Fund may each invest in smaller, less
established companies. Smaller companies are more likely than larger companies
<PAGE>
to have limited product lines, markets or financial resources, or to depend on a
small, less experienced management team. Stocks of smaller companies may trade
less frequently and in limited volume and their prices may fluctuate more than
stocks of other companies. Stocks of smaller companies, therefore, may be more
vulnerable to adverse developments than those of larger companies.
* * *
PLEASE SEE THE PROSPECTUSES FOR THE FUND AND THE ASIA PACIFIC FUND FOR FURTHER
INFORMATION CONCERNING EACH FUND'S INVESTMENT POLICIES AND RISKS.
* * *
Fundamental Versus Non-fundamental Investment Limitations
Neither the Fund nor the Asia Pacific Fund may change its fundamental
investment limitations without the affirmative vote of the holders of a majority
of its outstanding shares (as defined in the 1940 Act). However, investment
limitations that are (i) not fundamental or (ii) "operating" policies of the
Fund or the Asia Pacific Fund may be changed by their respective Boards of
Trustees without shareholder approval. The fundamental policies of the Asia
Pacific Fund are the same as those of the Fund. The fundamental policies of each
fund are set forth in its Statement of Additional Information.
Purchase and Redemption Information, Exchange Privileges, Distributions and
Pricing
Each fund's policies, procedures, and restrictions concerning share
purchase and redemption, exchange privileges and dividend payment and the
determination of net asset value are identical, as set forth in the Prospectus
for each fund. Please refer to the Prospectuses for further information on these
subjects.
Forms of Organization
The Asia Pacific Fund is a diversified portfolio of Trust VI, an
open-end management investment company. Trust VI was organized as a
Massachusetts business trust in 1991. The Fund is a separate series of Trust II,
which was organized as a Massachusetts business trust in 1991. The Declaration
of Trust for Trust VI and the Declaration of Trust for Trust II are
substantially identical and should provide for no difference in the operation or
administration of the funds. The respective Declarations of Trust are on file
with the SEC.
Liability of Shareholders
Under certain circumstances, shareholders may be held personally liable
under Massachusetts law for obligations of each fund. To protect its
shareholders, each Trust's Declaration of Trust, filed with the Commonwealth of
Massachusetts, expressly disclaims the liability of its shareholders for acts or
obligations of the respective fund. The Declaration of Trust requires notice of
<PAGE>
this disclaimer to be given in each note, bond, contract, instrument,
certificate or undertaking made or issued by the Trustees or by any officers or
officer. In the unlikely event a shareholder, based on the mere fact of being a
shareholder, is held personally liable for a fund's obligations, a fund is
required to indemnify the shareholder against all loss and expense arising from
such liability, but only out of the assets of the particular series of shares of
which he or she is or was a shareholder. Therefore, financial loss resulting
from liability as a shareholder will occur only if a fund itself cannot meet its
obligations to indemnify shareholders and pay judgments against them.
Shareholder Meetings; Election of Members of the Board
Massachusetts business trust law does not require investment companies
to hold annual meetings of shareholders. The ability of shareholders to elect
members of the Board of Trustees from time to time will not change as a result
of the Reorganization.
Terms of Board Members
The Declarations of Trust of Trust II and Trust VI each provides that,
except in the event of death, resignation, or removal, Trustees elected by the
respective Trust's shareholders or by the respective Trust's Trustees shall
serve until the next meeting of shareholders called for the purpose of electing
trustees. Each Trust's by-laws provide that a Trustee shall hold office until
his or her successor is elected and qualified, or until his or her earlier
death, resignation or removal.
Removal of Board Members
Under the Declarations of Trust of Trust II and Trust VI, a Trustee can
be removed, with or without cause, (i) by a majority vote of the Trustees then
in office, or (ii) at any meeting called for that purpose, by a vote of the
holders of two-thirds of the respective Trust's outstanding shares. Under the
by-laws of each Trust, at any shareholder meeting at which a quorum is present,
the affirmative vote of the holders of a majority of the votes entitled to be
cast for the election of Trustees is needed to remove a Trustee from office,
with or without cause.
Special Meetings of Shareholders
The Declarations of Trust of Trust II and Trust VI each provide that
shareholders' meetings of each Trust, or of any series or class thereof, may be
called by the respective Board of Trustees or such other person or persons as
may be specified in the by-laws and held from time to time for the purpose of
taking action upon any matter requiring the vote or the authority of the
shareholders of Trust II or Trust VI or any series or class or upon any other
matter deemed by the Trustees to be necessary or desirable. Each Declaration of
Trust also provides that shareholders are entitled to at least seven days'
written notice of any meeting of shareholders. The by-laws of Trust II and Trust
VI state that a meeting of the shareholders of Trust II or Trust VI or of any
one or more series or classes of shares may be called at any time by the
respective Board of Trustees, by the respective President or, if the Trustees
and the President fail to call any meeting of shareholders for a period of
<PAGE>
thirty days after written application of one or more shareholders who hold at
least ten percent of all outstanding shares of Trust II or Trust VI, if
shareholders of all series are required under the respective Declaration of
Trust to vote in the aggregate and not by individual series at such meeting, or
of any series or class, if shareholders of such series or class are entitled
under the Declaration of Trust to vote by individual series or class at such
meeting, then such shareholders may call such meeting. If the meeting is a
meeting of the shareholders of one or more series or classes of shares, but not
a meeting of all shareholders of Trust II or Trust VI, then only the
shareholders of such one or more series or classes shall be entitled to receive
notice of and to vote at the meeting.
Liability of Board Members and Officers; Indemnification
The Declarations of Trust for Trust II and Trust VI each provide that
the respective Trustees will not be responsible or liable in any event for any
neglect or wrongdoing of any officer, agent, employee, advisor or principal
underwriter of Trust II or Trust VI, nor will any Trustee be responsible for the
act or omission of any other Trustee. However, the terms of the Declaration of
Trusts do not protect any Trustee against any liability to which such Trustee
would otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of his or
her office. Finally, each Declaration of Trust provides that every note, bond,
contract, instrument, certificate, share or undertaking and every other act or
thing whatsoever executed or done by or on behalf of Trust II or Trust VI or the
respective Trustees or any of them in connection with Trust II or Trust VI will
be conclusively deemed to have been executed or done only in or with respect to
their or his or her capacity as Trustees of Trust II or Trust VI executed or
done by or on behalf of Trust II or Trust VI or the respective Trustees, and
such Trustees or Trustee will not be personally liable thereon.
Each Declaration of Trust provides that each Trust will indemnify each
of its respective Trustees and officers (including persons who serve at the
request of each Trust as Trustees, officers or trustees of another organization
in which Trust II or Trust VI has any interest as a shareholder, creditor or
otherwise) (hereinafter referred to as a "Covered Person") against all
liabilities and expenses, including but not limited to amounts paid in
satisfaction of judgments, in compromise or as fines and penalties, and counsel
fees reasonably incurred by any Covered Person in connection with the defense or
disposition of any action, suit or other proceeding, whether civil or criminal,
before any court or administrative or legislative body, in which such Covered
Person may be or may have been involved as a party or otherwise or with which
such person may be or may have been threatened, while in office or thereafter,
by reason of being or having been such a Trustee or officer, except that no
Covered Person shall be indemnified against any liability to Trust II or Trust
VI or its shareholders to which such Covered Person would otherwise be subject
by reason of willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of such Covered Person's office.
<PAGE>
Voting Rights of Shareholders
Each Trust's respective Declaration of Trust grants shareholders the
power to vote only with respect to: (i) the election of trustees; (ii) the
approval of any investment advisory contract; (iii) the termination of the
respective trust or any series thereof; (iv) any amendments to the Declaration
of Trust; (v) the approval of any merger, consolidation or sale of assets; (vi)
whether or not a court action, proceeding or claim should or should not be
brought or maintained derivatively or as a class action on behalf of the
respective trust or a series thereof; or (vii) any matters relating to Trust II
or Trust VI as may be required by law or the Declaration of Trust, the by-laws,
or any registration of Trust II or Trust VI with the SEC or any state.
Certain Service Provider Arrangements
Investment Advisory Fees. Newport Fund Management, Inc. ("Newport") a
Virginia corporation, with offices at 580 California Street, Suite 1960, San
Francisco, California 94104, serves as the investment advisor to the Fund
pursuant to an investment advisory agreement that became effective on June 3,
1996. Newport also serves as investment advisor to the Asia Pacific Fund
pursuant to an investment advisory agreement that became effective on August 25,
1998. Newport is a wholly owned indirect subsidiary of Liberty Financial
Companies, Inc. ("LFC"), which in turn is a majority owned indirect subsidiary
of Liberty Mutual Insurance Company ("Liberty Mutual"). Liberty Mutual is an
underwriter of workers' compensation insurance and a property and casualty
insurer in the United States.
The fees to which each fund is subject for investment management
services is set forth below:
- --------------------- ----------------------------------------------------------
Fund Management Fee (% of Average Daily Net Asset Value)
- --------------------- ----------------------------------------------------------
Tiger Cub Fund 1.15%
Asia Pacific Fund 1.00%
Administrator. Colonial Management Associates, Inc. ("CMA") serves
as administrator to both the Fund and the Asia Pacific Fund. CMA is an indirect
subsidiary of LFC.
Distributor. Liberty Funds Distributor, Inc. serves as the distributor
for both the Fund and the Asia Pacific Fund.
Transfer Agent, Accounting Agent and Shareholder Servicing Agent.
Liberty Funds Services, Inc., a wholly-owned indirect subsidiary of Liberty
Mutual, serves as the shareholder services and transfer agent to both the Fund
and the Asia Pacific Fund.
Custodial Services. Chase Manhattan Bank serves as the custodian for
both the Fund and Asia Pacific Fund.
<PAGE>
MATTERS TO BE VOTED UPON AT THE MEETING
Approval or Disapproval of the Agreement and Plan of Reorganization between
Liberty Funds Trust II, Acting on Behalf of Newport Tiger Cub Fund, and Liberty
Funds Trust VI, Acting on Behalf of Newport Asia Pacific Fund, and of the
Transactions Contemplated Therein.
The terms and conditions under which the Reorganization may be
consummated are set forth in the Plan. Significant provisions of the Plan are
summarized below. However, this summary is qualified in its entirety by
reference to the Plan, a copy of which is attached as Exhibit A to this
Statement and incorporated by reference into this Statement.
Description of the Plan
The Plan provides for the Reorganization on the following terms:
o The Plan provides that at the Closing Date (as defined in the
Plan) all of the portfolio securities and other assets of the Fund
will be transferred to the Asia Pacific Fund, and the Asia Pacific
Fund will assume all of the liabilities of the Fund.
o The net asset values of the Fund and the Asia Pacific Fund will be
computed as of the close of the New York Stock Exchange (normally
4:00 p.m. Eastern Time) on the Closing Date.
o The Asia Pacific Fund will issue to the Fund Class A shares of the
Asia Pacific Fund in an amount equal to the aggregate net
asset value of the Fund's Class A shares. As part of the
liquidation of the Fund, the Fund will immediately distribute
those shares to Class A shareholders of record of the Fund in
proportion to their holdings on the Closing Date. In the
same manner, Asia Pacific Fund will issue to the Fund Class B,
Class C and Class Z shares that will be distributed to
the Fund's Class B, Class C and Class Z shareholders in proportion
to their respective holdings on the Closing Date. As
a result, Class A shareholders of the Fund will become Class
A shareholders of the Asia Pacific Fund, Class B
shareholders of the Fund will become Class B shareholders of the
Asia Pacific Fund, Class C shareholders of the Fund
will become Class C shareholders of the Asia Pacific Fund and
Class Z shareholders of the Fund will become Class Z
shareholders of the Asia Pacific Fund.
o On completion of the Reorganization, an open account will be
established on the books of the Asia Pacific Fund in the name of
each shareholder of record of the Fund. Certificates representing
shares in the Asia Pacific Fund will not be physically issued. As
promptly as practicable after the consummation of the
Reorganization, the Fund will be terminated as a separate series
of Trust II under the laws of the Commonwealth of Massachusetts.
After the Closing Date, the Fund will not conduct any business
except in connection with its ceasing its operations and
liquidating.
<PAGE>
Board Consideration
The Board of Trustees of Trust II approved the Reorganization at a meeting held
on April 29, 1999. The Board of Trustees of Trust II reviewed information
relating to (i) the similarity in investment objective and policies, (ii) the
greater diversification the Asia Pacific Fund is allowed in choosing securities
in Asian markets, (iii) comparisons of expense ratios and management fees, (iv)
the similarity in shareholder services, (v) the relative performance records,
including total return and relative peer group rankings as compiled by Lipper
Analytical Services, Inc., of the two funds, (vi) the relative prospects of the
two funds to generate additional sales in the future, (vii) the expected tax
consequences to shareholders of the Fund, (viii) the estimated expenses of the
Reorganization to be paid by the Fund and absorbed indirectly by shareholders of
the Fund, and (ix) the overall reduction in expense ratios realized by the
shareholders.
The Board determined to recommend that shareholders of the Fund approve
the transaction in light of the compatibility of the Fund's and the Asia Pacific
Fund's investment objectives, policies and portfolios, the better investment
performance record of the Asia Pacific Fund, the greater flexibility in
investment choices available to the Asia Pacific Fund, the relative future
growth prospects of the Fund and the Asia Pacific Fund, the proposed terms of
the Reorganization, the tax-free status of the Reorganization, and the ability
of shareholders of the Fund to maintain the same purchase, redemption and
exchange privileges, distribution options and pricing.
Because each Fund shareholder will receive shares of the Asia Pacific
Fund having an aggregate net asset value equal to that of their Fund shares
(after payment by the Fund of its expenses in connection with the
Reorganization), the Board determined that the shareholders will not suffer any
dilution as a result of the Reorganization.
The Board believes that the proposed arrangements are in the best
interests of the shareholders of the Fund and recommends that the shareholders
of the Fund vote "FOR" the Reorganization.
Similarly, at a meeting of the Board of Trustees of Trust VI, the Board
of Trustees, acting on behalf of the Asia Pacific Fund, considered the proposed
Reorganization with respect to the Asia Pacific Fund. Based on their evaluation
of the relevant information provided to them, and in light of their fiduciary
duties under federal and state law, the Board of Trustees unanimously determined
that (a) the proposed Reorganization would be in the best interests of the Asia
Pacific Fund and its shareholders, and (b) the interests of the existing Asia
Pacific Fund shareholders will not be diluted as a result of the proposed
Reorganization.
CAPITALIZATION
Because the Fund will be combined in the Reorganization with the Asia
Pacific Fund, the total capitalization of the Asia Pacific Fund after the
Reorganization is expected to be greater than the current capitalization of
either the Fund or the Asia Pacific Fund. The following table sets forth as of
June 1, 1999: (i) the capitalization of Class A shares, Class B shares, Class C
shares and Class Z shares of the Fund; (ii) the capitalization of Class A
<PAGE>
shares, Class B shares, Class C shares and Class Z shares of the Asia Pacific
Fund; and (iii) the pro forma capitalization of Class A shares, Class B shares,
Class C shares and Class Z shares of the Asia Pacific Fund as adjusted to give
effect to the Reorganization. If the Reorganization is consummated, the
capitalization of the Asia Pacific Fund is likely to be different at the Closing
Date as a result of daily share purchase and redemption activity in the Fund and
the Asia Pacific Fund.
<TABLE>
<CAPTION>
- -------------------------------------- ------------------------ ------------------------- ----------------------------
Asia Pacific Fund
Tiger Cub Fund Asia Pacific Fund Pro Forma
- -------------------------------------- ------------------------ ------------------------- ----------------------------
<S> <C> <C> <C>
Total Net Assets
Net Asset Value Per Share
Class A
Class B
Class C
Class Z
Shares Outstanding
Class A
Class B
Class C
Class Z
- -------------------------------------- ------------------------ ------------------------- ----------------------------
</TABLE>
FEDERAL INCOME TAX CONSEQUENCES
It is anticipated that the Reorganization will be tax-free for federal
tax purposes. It is a condition to the consummation of the Reorganization that
Trust II, on behalf of the Fund, and Trust VI, on behalf of the Asia Pacific
Fund, receive an opinion of counsel substantially to the effect that for federal
income tax purposes: (i) no gain or loss will be recognized by the Fund upon the
transfer of its assets to the Asia Pacific Fund in exchange for shares of the
Asia Pacific Fund and the assumption by the Asia Pacific Fund of the liabilities
of the Fund or upon the distribution of shares of the Asia Pacific Fund by the
Fund to its shareholders in liquidation; (ii) no gain or loss will be recognized
by the shareholders of the Fund upon the exchange of their shares in the Fund
for Asia Pacific Fund shares; (iii) the basis of the Asia Pacific Fund shares a
shareholder of the Fund receives in connection with the Reorganization will be
the same as the basis of his or her shares of the Fund exchanged therefor; (iv)
a Fund shareholder's holding period for his or her shares in the Asia Pacific
Fund will be determined by including the period for which he or she held the
Fund shares exchanged therefor, provided that he or she held such Fund shares as
capital assets; (v) no gain or loss will be recognized by the Asia Pacific Fund
upon the receipt of the assets of the Fund in exchange for the Asia Pacific Fund
shares and the assumption by the Asia Pacific Fund of the liabilities of the
Fund; (vi) the basis in the hands of the Asia Pacific Fund of the assets of the
Fund transferred to the Asia Pacific Fund will be the same as the basis of such
assets in the hands of the Fund immediately prior to the transfer; and (vii) the
holding periods of the assets of the Fund in the hands of the Asia Pacific Fund
will include the period during which such assets were held by the Fund.
<PAGE>
Neither the Fund nor the Asia Pacific Fund has sought a tax ruling from
the Internal Revenue Service (the "IRS"). The opinion of counsel is not binding
on the IRS and does not preclude the IRS from adopting a contrary position.
Shareholders should consult their own tax advisers concerning the potential tax
consequences to them, including foreign, state and local income tax
consequences.
INFORMATION RELATING TO VOTING MATTERS
General Information
This Statement is being furnished in connection with the solicitation
of proxies by the Board of Trustees of Trust II in connection with the Special
Meeting of the Fund's shareholders. It is expected that the solicitation of
proxies will be primarily by mail. Officers and service contractors of Trust II
may also solicit proxies by telephone, fax, or personal interview. Any
shareholder giving a proxy may revoke it at any time before it is exercised by
submitting to Trust II a written notice of revocation or a subsequently executed
proxy or by attending the Special Meeting and voting in person.
The cost of preparing, printing and mailing the enclosed combined proxy
statement and prospectus, accompanying notice and proxy statement and all other
costs in connection with the solicitation of proxies will be paid by the Fund,
including any additional solicitation made by letter, telephone or telegraph. In
addition to solicitation by mail, certain officers and representatives of Trust
II, officers and employees of the Advisor and certain financial services firms
and their representatives, who will receive no extra compensation for their
services, may solicit proxies by telephone, telegram or personally.
Shareholder Communications Corporation ("SCC") has been engaged to
assist in the solicitation of proxies. As the Special Meeting date approaches,
certain shareholders of the Fund may receive a telephone call from a
representative of SCC if their vote has not yet been received. Authorization to
permit SCC to execute proxies may be obtained by telephonic or electronically
transmitted instructions from shareholders of the Fund. Proxies that are
obtained telephonically will be recorded in accordance with the procedures set
forth below. The Trustees believe that these procedures are reasonably designed
to ensure that the identity of the shareholder casting the vote is accurately
determined and that the voting instructions of the shareholder are accurately
determined. The cost of this assistance is expected to be approximately $[ ]
and, as stated above, will be borne by the Fund.
In all cases where a telephonic proxy is solicited, the SCC
representative is required to ask for each shareholder's full name, address,
social security or employer identification number, title (if the shareholder is
authorized to act on behalf of an entity, such as a corporation), and the number
of shares owned and to confirm that the shareholder has received the proxy
statement card in the mail. If the information solicited agrees with the
information provided to SCC, then the SCC representative has the responsibility
to explain the process, read the proposals listed on the proxy card, and ask for
the shareholder's instructions on each proposal. The SCC representative,
although he or she is permitted to answer questions about the process, is not
<PAGE>
permitted to recommend to the shareholder how to vote, other than to read any
recommendation set forth in the proxy statement. SCC will record the
shareholder's instructions on the card. Within 72 hours, SCC will send the
shareholder a letter or mailgram to confirm his or her vote and asking the
shareholder to call SCC immediately if his or her instructions are not correctly
reflected in the confirmation.
If the shareholder wishes to participate in the Special Meeting, but
does not wish to give his or her proxy by telephone, the shareholder may still
submit the proxy card originally sent with the proxy statement or attend in
person. Should shareholders require additional information regarding the proxy
or replacement proxy cards, they may contact SCC toll-free at (800) [ ]. Any
proxy given by a shareholder, whether in writing or by telephone, is revocable.
Only shareholders of record at the close of business on June 28, 1999,
will be entitled to vote at the Special Meeting. On that date there were
outstanding and entitled to be voted [ .000] shares of the Fund. Each share is
entitled to one vote and each fractional share is entitled to the proportional
fraction of a vote.
If the accompanying proxy is executed and returned in time for the
Special Meeting, the shares covered thereby will be voted in accordance with the
proxy on all matters that may properly come before the Special Meeting or any
adjournment of the Special Meeting. For information on adjournment of the
Special Meeting, see "Quorum" below.
Shareholder and Board Approvals
The vote of the shareholders of the Asia Pacific Fund is not being
solicited because their approval or consent is not required for the
Reorganization to be consummated. On June 28, 1999, the name, address, and share
ownership of the persons who beneficially owned 5% or more of any of the Fund's
outstanding shares, and the percentage of shares that would be owned by such
persons upon consummation of the Reorganization based upon their holdings and
outstanding shares at June 28, 1999 are as follows:
<TABLE>
<CAPTION>
Share Ownership of
Share Ownership of the Asia Pacific Fund
Name/Address the Fund After the Reorganization
<S> <C> <C>
</TABLE>
On June 28, 1999, the name, address, and share ownership of the persons
who beneficially owned 5% or more of the outstanding shares of the Asia Pacific
Fund and the percentage of shares that would be owned by such persons upon
consummation of the Reorganization based upon their holdings and outstanding
shares at June 28, 1999, are as follows:
<TABLE>
<CAPTION>
Share Ownership of
Share Ownership of the Asia Pacific Fund
Name/Address the Asia Pacific Fund After the Reorganization
<S> <C> <C>
</TABLE>
<PAGE>
On June 28, 1999, the Trustees and officers of Trust II, as a group,
beneficially owned ________ shares of the Fund, which were approximately __% of
the Fund's shares then outstanding. As of June 28, 1999, the Trustees and
officers of Trust VI, as a group, owned ________ shares of the Asia Pacific
Fund, which were approximately ___% of that fund's shares then outstanding.
Quorum and Required Vote
Each share of the Fund is entitled to one vote. Approval of the above
proposal requires the affirmative vote of a majority of the shares of the Fund
outstanding and entitled to vote. For this purpose, a majority of the
outstanding shares of the Fund means the vote of the lesser of:
(1) 67% or more of the shares present at the Special Meeting, if the holders
of more than 50% of the shares of the Fund are present or represented by
proxy, or
(2) more than 50% of the outstanding shares of the Fund.
Shares of the Fund represented in person or by proxy, including shares
which abstain or do not vote with respect to the proposal, will be counted for
purposes of determining whether there is a quorum at the meeting. Accordingly,
an abstentation from voting has the same effect as a vote AGAINST the proposal.
However, if a broker or nominee holding shares in "street name" indicates
on the proxy card that it does not have discretionary authority to vote on the
proposal, those shares will NOT be considered present and entitled to vote on
the proposal. Thus, a "broker non-vote" has NO EFFECT on the voting in
determining whether the proposal has been adopted in accordance with clause (1)
above, it more than 50% of the outstanding shares (excluding the "broker
non-votes") are present or represented. However, for purposes of determining
whether the proposal has been adopted in accordance with clause (2) above, a
"broker non-vote" has the same effect as a vote AGAINST the proposal because
shares represented by a "broker non-vote" are considered to be outstanding
shares.
If the required approval of shareholders is not obtained, the Fund will
continue to engage in business as a separate mutual fund and the Board of
Trustees of Trust II will consider what further action may be appropriate.
The presence at the Special Meeting, in person or by proxy, of the
holders of a majority of the shares of the Fund entitled to be cast shall be
necessary and sufficient to constitute a quorum for the transaction of business.
In the event that the necessary quorum to transact business or the vote required
to approve the Proposal is not obtained at the Special Meeting, the persons
<PAGE>
named as proxies may propose one or more adjournments of the Special Meeting to
permit further solicitation of proxies. Any such adjournment as to a matter will
require the affirmative vote of the holders of a majority of the Fund's shares
present in person or by proxy at the Special Meeting. The persons named as
proxies will vote in favor of such adjournment those proxies which they are
entitled to vote in favor and will vote against any such adjournment those
proxies to be voted against the Proposal. If no shareholder entitled to vote is
present in person or by proxy, any officer present to preside or act at the
Special Meeting as Secretary may also adjourn the meeting.
ADDITIONAL INFORMATION
The Fund and the Asia Pacific Fund are subject to the informational
requirements of the Securities Exchange Act of 1934, as amended, and the 1940
Act, as applicable, and, in accordance with such requirements, file proxy
materials, reports, and other information with the SEC. These materials can be
inspected and copied at the Public Reference Facilities maintained by the SEC at
450 Fifth Street, N.W., Washington, D.C. 20549 and at the offices of the Fund
and the Asia Pacific Fund listed on the first page of this Statement. Copies of
such materials can also be obtained from the Public Reference Branch, Office of
Consumer Affairs and Information Services, Securities and Exchange Commission,
Washington, D.C. 20549, at prescribed rates, or at no charge from the EDGAR
database on the SEC's website at "www.sec.gov."
<PAGE>
Board Members and Officers
The current Trustees and officers of Trust VI will continue to serve as
Trustees and officers of Trust VI following the Reorganization. The current
Trustees and officers of Trust II will not continue to serve in such positions
as they relate to the Fund following the Reorganization, except to the extent
that action may be required of them in connection with the winding up of the
affairs of the Fund.
Financial Information of the Fund
Financial information about the Fund for the fiscal year ended August
31, 1998 is contained in the Annual Report to Shareholders and for the period
ended February 28, 1999 is contained in the Semi-Annual Report to shareholders
that was recently distributed to shareholders of the Fund. The Annual Report to
Shareholders is incorporated by reference into the Statement of Additional
Information to this Statement dated July 16, 1999.
Financial Information of the Asia Pacific Fund
Below is financial information about the Asia Pacific Fund for the
period ended December 31, 1998. It is based on a single share outstanding
through such period. This information is derived from financial statements for
such period. The data should be read in conjunction with the financial
statements and related notes, which are included in the Semi-Annual Report to
Shareholders which is incorporated by reference into the Statement of Additional
Information to this Statement.
[INSERT FINANCIAL TABLES]
<PAGE>
FINANCIAL STATEMENTS
The financial statements of the Fund for the most recent fiscal year
end, August 31, 1998, which are included in the Prospectus and Statement of
Additional Information and in the Statement of Additional Information related to
this Statement, have been audited by PricewaterhouseCoopers L.L.P. independent
accountants for the Fund, and to the extent indicated in their report thereon,
incorporated by reference or included in such Prospectus and Statement of
Additional Information. Such audited financial statements included in such
Prospectus and Statement of Additional Information have been included in
reliance upon such reports given upon the authority of such firm as an expert in
accounting and auditing.
OTHER BUSINESS
The Board of Trustees of Trust II knows of no other business to be
brought before the Special Meeting. However, if any other matters properly come
before the Special Meeting, it is the 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 in the enclosed form of proxy.
SHAREHOLDER INQUIRIES
Shareholder inquiries may be addressed to the Fund in writing at the
address on page 1 of this Statement or by telephoning (800) 426-3750.
PROPOSALS OF SHAREHOLDERS
Shareholders wishing to submit proposals for inclusion in a proxy
statement or a shareholder meeting subsequent to the Special Meeting, if any,
should send their written proposals to the Secretary of Trust II, One Financial
Center, 11th Floor, Boston, MA 02111, within a reasonable time before the
solicitation of proxies for such meeting. Pursuant to its by-laws, Trust II does
not generally, and has no present intention to, hold annual meetings of
shareholders. The timely submission of a proposal does not guarantee its
inclusion.
SHAREHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE SPECIAL MEETING ARE URGED TO
DATE AND SIGN THE ENCLOSED PROXY AND PROMPTLY RETURN IT IN THE ENCLOSED ENVELOPE
WHICH IS ADDRESSED FOR YOUR CONVENIENCE AND NEEDS NO POSTAGE IF MAILED IN THE
UNITED STATES. IN ORDER TO AVOID THE EXPENSE OF FURTHER SOLICITATION, WE ASK
YOUR COOPERATION IN COMPLETING AND RETURNING YOUR PROXY PROMPTLY.
<PAGE>
By Order of the Board of Trustees
Nancy L. Conlin
Secretary
<PAGE>
TABLE OF CONTENTS
Page
INTRODUCTION
SUMMARY
Proposed Reorganization and Plan
Reasons for the Reorganization
Federal Income Tax Consequences of the Reorganization
Overview of the Fund and the Asia Pacific Fund
THE FUND AND THE ASIA PACIFIC FUND
The Fund
The Asia Pacific Fund
Other Policies
Operations of the Asia Pacific Fund Following the Reorganization
Comparative Fee Table
Comparison of Principal Risk Factors
Fundamental Versus Non-fundamental Investment Limitations
Purchase and Redemption Information, Exchange Privileges, Distributions and
Pricing
Forms of Organization
Liability of Shareholders
Shareholder Meetings; Election of Members of the Board
Terms of Board Members
Removal of Board Members
Special Meetings of Shareholders
Liability of Board Members and Officers; Indemnification
Voting Rights of Shareholders
Certain Service Provider Arrangements
MATTERS TO BE VOTED UPON AT THE MEETING
Description of the Plan
Board Consideration
CAPITALIZATION
FEDERAL INCOME TAX CONSEQUENCES
INFORMATION RELATING TO VOTING MATTERS
General Information
Shareholder and Board Approvals
Quorum and Required Votes
ADDITIONAL INFORMATION
Board Members and Officers
Financial Information of the Fund
Financial Information of the Asia Pacific Fund
FINANCIAL STATEMENTS
OTHER BUSINESS
SHAREHOLDER INQUIRIES
PROPOSALS OF SHAREHOLDERS
<PAGE>
EXHIBIT A
AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION dated as of, April 29, 1999
by and between the Liberty Funds Trust II (formerly Colonial Trust II) ("Trust
II"), a Massachusetts business trust established under a Declaration of Trust
dated November 15, 1991, as amended, on behalf of the Newport Tiger Cub Fund
("Acquired Fund"), a series of Trust II, and Liberty Funds Trust VI (formerly
Colonial Trust VI) ("Trust VI"), a Massachusetts business trust established
under a Declaration of Trust dated December 30, 1991, as amended, on behalf
of Newport Asia Pacific Fund ("Acquiring Fund"), a series of Trust VI.
This Agreement is intended to be and is adopted as a plan of
reorganization and liquidation within the meaning of Section 368(a) of the
United States Internal Revenue Code of 1986, as amended (the "Code"), and any
successor provision. The reorganization will consist of the transfer of all of
the assets of Acquired Fund in exchange for the issuance of Class A, Class B,
Class C and Class Z shares of beneficial interest of Acquiring Fund ("Acquiring
Fund Shares") and the assumption by Acquiring Fund of the liabilities of
Acquired Fund (other than certain expenses of the reorganization contemplated
hereby) and the distribution of such Acquiring Fund Shares to the shareholders
of the Acquired Fund in liquidation of the Acquired Fund, all upon the terms and
conditions hereinafter set forth in this Agreement.
In consideration of the premises and of the covenants and agreements
hereinafter set forth, the parties hereto covenant and agree as follows:
1. TRANSFER OF ASSETS OF THE ACQUIRED FUND IN EXCHANGE FOR
ASSUMPTION OF LIABILITIES AND ACQUIRING FUND SHARES AND LIQUIDATION OF THE
ACQUIRED FUND.
1.1 Subject to the terms and conditions herein set forth and on
the basis of the representations and warranties contained
herein,
(a) Trust II, on behalf of the Acquired Fund will transfer and deliver to
Acquiring Fund and Acquiring Fund will acquire all the assets of Acquired Fund
as set forth in paragraph 1.2.
(b) Acquiring Fund will assume all of the Acquired Fund's liabilities and
obligations of any kind whatsoever, whether absolute, accrued, contingent or
otherwise, (the "Obligations"), each as in effect on the date hereof with
respect to events occurring at any time up to and including the Closing Date (as
defined in paragraph 1.2 hereof) including events contemplated by this
Agreement, except that expenses of reorganization contemplated hereby to be paid
by Acquired Fund pursuant to paragraphs 1.5 and 11.2 shall not be assumed or
paid by the Acquiring Fund, and
<PAGE>
(c) Acquiring Fund will issue and deliver to Acquired Fund in exchange for
such assets the number of Acquiring Fund Shares (including fractional shares, if
any) determined by dividing the net asset value of Acquired Fund, computed in
the manner and as of the time and date set forth in paragraph 2.1, by the net
asset value of one Acquiring Fund Share, computed in the manner and as of the
time and date set forth in paragraph 2.2. Such transactions shall take place at
the closing provided for in paragraph 3.1 (the "Closing").
1.2 The assets of Acquired Fund to be acquired by Acquiring Fund
shall consist of all cash, securities, dividends and interest
receivable, receivables for shares sold and all other assets
which are owned by Acquired Fund on the closing date provided
in paragraph 3.1 (the "Closing Date") and any deferred
expenses, other than unamortized organizational expenses,
shown as an asset on the books of Acquired Fund on the Closing
Date.
1.3 As provided in paragraph 3.4, as soon after the Closing Date
as is conveniently practicable (the "Liquidation Date"),
Acquired Fund will liquidate and distribute pro rata to its
shareholders of record ("Acquired Fund Shareholders"),
determined as of the close of business on the Valuation Date
(as defined in paragraph 2.1), the Acquiring Fund Shares
received by Acquired Fund pursuant to paragraph 1.1. Such
liquidation and distribution will be accomplished by the
transfer of the Acquiring Fund Shares then credited to the
account of Acquired Fund on the books of Acquiring Fund to
open accounts on the share records of Acquiring Fund in the
names of the Acquired Fund Shareholders and representing the
respective pro rata number of Acquiring Fund Shares due such
shareholders. Acquiring Fund shall not be obligated to issue
certificates representing Acquiring Fund Shares in connection
with such exchange.
1.4 With respect to Acquiring Fund Shares distributable pursuant
to paragraph 1.3 to an Acquired Fund Shareholder holding a
certificate or certificates for shares of Acquired Fund, if
any, on the Valuation Date, Trust VI will not permit such
shareholder to receive Acquiring Fund Share certificates
therefor, exchange such Acquiring Fund Shares for shares of
other investment companies, effect an account transfer of such
Acquiring Fund Shares, or pledge or redeem such Acquiring Fund
Shares until Trust VI has been notified by Acquired Fund or
its agent that such Shareholder has surrendered all his or her
outstanding certificates for Acquired Fund shares or, in the
event of lost certificates, posted adequate bond.
1.5 Acquired Fund will pay or cause an affiliate to pay the
expenses incurred in connection with the consummation of the
reorganization contemplated hereby, including legal fees,
costs of filing, printing and mailing the Proxy Statement and
the Registration Statement referred to in paragraph 5.3, and
proxy solicitation costs.
1.6 As promptly as possible after the Closing Date, the Acquired
Fund shall be terminated pursuant to the provisions of the
laws of the Commonwealth of Massachusetts, and, after the
Closing Date, the Acquired Fund shall not conduct any business
except in connection with its liquidation.
<PAGE>
2. VALUATION.
2.1 For the purpose of paragraph 1, the value of Acquired Fund's
assets to be acquired by Acquiring Fund hereunder shall be the
net asset value computed as of the close of business on the
New York Stock Exchange on the business day next preceding the
Closing (such time and date being herein called the "Valuation
Date") using the valuation procedures set forth in the
Declaration of Trust of Trust VI and the then current
prospectus or statement of additional information of Acquiring
Fund, after deduction for the expenses of the reorganization
contemplated hereby to be paid by the Acquired Fund pursuant
to paragraphs 1.2 and 1.5, and shall be certified by Acquired
Fund.
2.2 For the purpose of paragraph 2.1, the net asset value of an
Acquiring Fund Share shall be the net asset value per share
computed as of the close of business on the New York Stock
Exchange on the Valuation Date, using the valuation procedures
set forth in the Declaration of Trust of Trust VI and the then
current prospectus or statement of additional information of
Acquiring Fund, without deduction for the expenses of the
reorganization contemplated hereby to be paid by Acquired Fund
pursuant to paragraphs 1.2 and 1.5, and shall be certified by
Acquiring Fund.
3. CLOSING AND CLOSING DATE.
3.1 The Closing Date shall be on September 10, 1999, or on such
other date as the parties may agree in writing. The Closing
shall be held at 9:00 a.m. at the offices of Colonial
Management Associates, Inc., One Financial Center, Boston,
Massachusetts 02111, or at such other time and/or place as the
parties may agree.
3.2 The portfolio securities of Acquired Fund shall be made
available by Acquired Fund to The Chase Manhattan Bank, as
custodian for Acquiring Fund (the "Custodian"), for
examination no later than five business days preceding the
Valuation Date. On the Closing Date, such portfolio securities
and all Acquired Fund's cash shall be delivered by Acquired
Fund to the Custodian for the account of Acquiring Fund, such
portfolio securities to be duly endorsed in proper form for
transfer in such manner and condition as to constitute good
delivery thereof in accordance with the custom of brokers or,
in the case of portfolio securities held in the U.S. Treasury
Department's book-entry system or by Depository Trust Company,
Participants Trust Company or other third party depositories,
by transfer to the account of the Custodian in accordance with
Rule 17f-4 or Rule 17f-5, as the case may be, under the
Investment Company Act of 1940 (the "1940 Act") and
accompanied by all necessary federal and state stock transfer
<PAGE>
stamps or a check for the appropriate purchase price thereof.
The cash delivered shall be in the form of currency or
certified or official bank checks payable to the order of "The
Chase Manhattan Bank, custodian for Newport Asia Pacific
Fund."
3.3 In the event that on the Valuation Date (a) the New York Stock
Exchange shall be closed to trading or trading thereon shall
be restricted, or (b) trading or the reporting of trading on
said Exchange or elsewhere shall be disrupted so that accurate
appraisal of the value of the net assets of Acquired Fund or
Acquiring Fund impracticable, the Closing Date shall be
postponed until the first business day after the day when
trading shall have been fully resumed and reporting shall have
been restored; provided that if trading shall not be fully
resumed and reporting restored within three business days of
the Valuation Date, this Agreement may be terminated by either
of Trust II or Trust VI upon the giving of written notice to
the other party.
3.4 At the Closing, Acquired Fund or its transfer agent shall
deliver to Acquiring Fund or its designated agent a list of
the names and addresses of the Acquired Fund Shareholders and
the number of outstanding shares of beneficial interest of
Acquired Fund owned by each Acquired Fund Shareholder, all as
of the close of business on the Valuation Date, certified by
the Secretary or Assistant Secretary of Trust II. Trust VI
will provide to Acquired Fund evidence satisfactory to it that
the Acquiring Shares issuable pursuant to paragraph 1.1 have
been credited to Acquired Fund's account on the books of
Acquiring Fund. On the Liquidation Date, Trust VI will provide
to Acquired Fund evidence satisfactory to it that such
Acquiring Fund Shares have been credited pro rata to open
accounts in the names of the Acquired Fund shareholders as
provided in paragraph 1.3.
3.5 At the Closing each party shall deliver to the other such
bills of sale, agreements of assumption of liabilities,
checks, assignments, stock certificates, receipts or other
documents as such other party or its counsel may reasonably
request in connection with the transfer of assets, assumption
of liabilities and liquidation contemplated by paragraph 1.
4. REPRESENTATIONS AND WARRANTIES.
4.1 Trust II, on behalf of Acquired Fund, represents and warrants
the following to Trust VI and to the Acquiring Fund as of the
date hereof and agrees to confirm the continuing accuracy and
completeness in all material respects of the following on the
Closing Date:
(a) Trust II is a business trust duly organized, validly
existing and in good standing under the laws of the
Commonwealth of Massachusetts;
(b) Trust II is a duly registered investment company
classified as a management company of the open-end
diversified type and its registration with the
Securities and Exchange Commission as an investment
<PAGE>
company under the 1940 Act is in full force and effect,
and Acquired Fund is a separate series thereof duly
designated in accordance with the applicable provisions
of the Declaration of Trust of Trust II and the 1940
Act;
(c) Trust II is not in violation in any material respect of
any provision of its Declaration of Trust or By-laws or
of any agreement, indenture, instrument, contract,
lease or other undertaking to which Trust II is a party
or by which Acquired Fund is bound, and the execution,
delivery and performance of this Agreement will not
result in any such violation;
(d) Trust II has no material contracts or other commitments
(other than this Agreement and such other contracts as
may be entered into in the ordinary course of its
business) which if terminated, may result in material
liability to Acquired Fund or under which (whether or
not terminated) any material payments for periods
subsequent to the Closing Date will be due from
Acquired Fund;
(e) No litigation or administrative proceeding or
investigation of or before any court or governmental
body is presently pending or threatened against
Acquired Fund, any of its properties or assets, or any
person whom Acquired Fund may be obligated to indemnify
except as previously disclosed in writing to Acquiring
Fund. Acquired Fund knows of no facts which might form
the basis for the institution of such proceedings, and
is not a party to or subject to the provisions of any
order, decree or judgment of any court or governmental
body which materially and adversely affects its
business or its ability to consummate the transactions
contemplated hereby;
(f) The statement of assets and liabilities, the statement
of operations, the statement of changes in net assets,
and the schedule of investments as at and for the two
years ended August 31, 1998, of Acquired Fund, audited
by PricewaterhouseCoopers LLP, and the statement of
assets and liabilities, the statement of operations,
the statement of changes in net assets and the schedule
of investments for the six-months ended February 28,
1999 copies of which have been furnished to Acquiring
Fund, fairly reflect the financial condition and
results of operations of Acquired Fund as of such dates
and for the periods then ended in accordance with
generally accepted accounting principles consistently
applied, and Acquired Fund has no known liabilities of
a material amount, contingent or otherwise, other than
those shown on the statements of assets and liabilities
referred to above or those incurred in the ordinary
course of its business since February 28, 1999;
(g) Since February 28, 1999, there has not been any
material adverse change in Acquired Fund's financial
condition, assets, liabilities or business other than
changes occurring in the ordinary course of business,
<PAGE>
or any incurrence by Acquired Fund of indebtedness,
except as disclosed in writing to Acquiring Fund. For
the purposes of this subparagraph (g), distributions of
net investment income and net realized capital gains,
changes in portfolio securities, changes in the market
value of portfolio securities or net redemptions shall
be deemed to be in the ordinary course of business;
(h) By the Closing Date, all federal and other tax returns
and reports of Acquired Fund required by law to have
been filed by such date (giving effect to extensions)
shall have been filed, and all federal and other taxes
shown to be due on said returns and reports shall have
been paid so far as due, or provision shall have been
made for the payment thereof, and to the best of
Acquired Fund's knowledge no such return is currently
under audit and no assessment has been asserted with
respect to such returns;
(i) For all taxable years and all applicable quarters of
such years from the date of its inception, Acquired
Fund has met the requirements of subchapter M of the
Code, for treatment as a "regulated investment
company" within the meaning of Section 851(a) of the
Code. Neither Trust II nor Acquired Fund has at any
time since its inception been liable for nor is now
liable for any material excise tax pursuant to Section
4982 of the Code. Acquired Fund has duly filed all
federal, state, local and foreign tax returns which
are required to have been filed, and all taxes of
Acquired Fund which are due and payable have been paid
except for amounts that alone or in the aggregate would
not reasonably be expected to have a material adverse
effect. Acquired Fund is in compliance in all material
respects with applicable regulations of the Internal
Revenue Service pertaining to the reporting of
dividends and other distributions on and redemptions
of its capital stock and to withholding in respect of
dividends and other distributions to shareholders,
and is not liable for any material penalties which
could be imposed thereunder;
(j) The authorized capital of Trust II consists of an
unlimited number of shares of beneficial interest with
no par value, of such number of different series or
classes as designated in Trust II's Declaration of
Trust, five series of which (including Acquired Fund)
are currently authorized and outstanding. The
outstanding shares of beneficial interest in Acquired
Fund are, and at the Closing Date will be divided
into Class A shares, Class B shares, Class C shares
and Class Z shares, each having the characteristics
described in the prospectus and statement of
additional information dated November 30, 1998. All
issued and outstanding shares of Acquired Fund are, and
at the Closing Date will be, duly and validly issued
and outstanding, fully paid and (except as set forth
in the Acquired Fund's prospectus) non-assessable by
Acquired Fund and will have been issued in compliance
with all applicable registration or qualification
requirements of federal and state securities laws.
No options, warrants or other rights to subscribe for
<PAGE>
or purchase, or securities convertible into or
exchangeable for, any shares of beneficial interest
of Acquired Fund are outstanding and none will be
outstanding on the Closing Date;
(k) At the Closing Date, Acquired Fund will have good and
marketable title to its assets to be transferred to
Acquiring Fund pursuant to paragraph 1.1, and full
right, power, and authority to sell, assign, transfer
and deliver such assets as contemplated hereby, and
upon delivery and payment for such assets Acquiring
Fund will acquire good and marketable title thereto,
subject to no restrictions on the full transfer
thereof, including such restrictions as might arise
under the Securities Act of 1933, as amended (the "1933
Act");
(l) The Acquired Fund's investment operations from
inception to the date hereof have been in compliance in
all material respects with the investment policies and
investment restrictions set forth in its prospectus and
statement of additional information as in effect from
time to time except as previously disclosed in writing
to Acquiring Fund;
(m) The execution, delivery and performance of this
Agreement has been duly authorized by the Trustees of
Trust II, and, upon approval thereof by the required
majority of the shareholders of Acquired Fund, this
Agreement will constitute the valid and binding
obligation of Acquired Fund enforceable in accordance
with its terms except as the same may be limited by
bankruptcy, insolvency, reorganization or other similar
laws affecting the enforcement of creditors' rights
generally and other equitable principles; and
(n) The Acquiring Fund Shares to be issued to Acquired Fund
pursuant to paragraph 1 will not be acquired for the
purpose of making any distribution thereof other than
to the Acquired Fund Shareholders as provided in
paragraph 1.3; and
(o) The information provided by Acquired Fund for use in
the Registration Statement and Proxy Statement referred
to in paragraph 5.3 shall be accurate and complete in
all material respects and shall comply with federal
securities and other laws and regulations applicable
thereto.
4.2 Trust VI, on behalf of Acquiring Fund, represents
and warrants the following to Trust II and to the Acquired
Fund as of the date hereof and agrees to confirm the
continuing accuracy and completeness in all material respects
of the following on the Closing Date:
(a) Trust VI is a business trust duly organized, validly
existing and in good standing under the laws of The
Commonwealth of Massachusetts;
<PAGE>
(b) Trust VI is a duly registered investment company
classified as a management company of the open-end
diversified type and its registration with the
Securities and Exchange Commission as an investment
company under the 1940 Act is in full force and effect,
and Acquiring Fund is a separate series thereof duly
designated in accordance with the applicable provisions
of the Declaration of Trust of Trust VI and the 1940
Act;
(c) The current prospectus and statement of additional
information dated August 28, 1998 of Acquiring Fund
conform in all material respects to the applicable
requirements of the 1933 Act and the rules and
regulations of the Securities and Exchange Commission
thereunder and do not include any untrue statement of a
material fact or omit to state any material fact
required to be stated therein or necessary to make the
statements therein, in light of the circumstances under
which they were made, not misleading, and there are no
material contracts to which Acquiring Fund is a party
that are not referred to in such prospectus and
statement of additional information or in the
registration statement of which they are a part;
(d) At the Closing Date, Acquiring Fund will have good
and marketable title to its assets;
(e) Trust VI is not in violation in any material respect of
any provisions of its Declaration of Trust or By-laws
or of any agreement, indenture, instrument, contract,
lease or other undertaking to which Trust VI is a party
or by which Acquiring Fund is bound, and the execution,
delivery and performance of this Agreement will not
result in any such violation;
(f) No litigation or administrative proceeding or
investigation of or before any court or governmental
body is presently pending or threatened against
Acquiring Fund or any of its properties or assets.
Acquiring Fund knows of no facts which might form the
basis for the institution of such proceedings, and is
not a party to or subject to the provisions of any
order, decree or judgment of any court or governmental
body which materially and adversely affects its
business or its ability to consummate the transactions
contemplated hereby;
(g) The statement of assets and liabilities, the statement
of operations, the statement of changes in assets, and
the schedule of investments as of and for the period
ended December 31, 1998, of Acquiring Fund, copies of
which have been furnished to Acquired Fund, fairly
reflect the financial condition and results of
operations of Acquiring Fund as of such date and the
results of its operations for the period then ended in
accordance with generally accepted accounting
principles consistently applied, and Acquiring Fund has
no known liabilities of a material amount, contingent
or otherwise, other than those shown on the statement
<PAGE>
of assets and liabilities referred to above or those
incurred in the ordinary course of its business since
December 31, 1998;
(h) Since December 31, 1998, there has not been any
material adverse change in Acquiring Fund's financial
condition, assets, liabilities or business other than
changes occurring in the ordinary course of business,
or any incurrence by Acquiring Fund of indebtedness.
For the purposes of this subparagraph (h), changes in
portfolio securities, changes in the market value of
portfolio securities or net redemptions shall be deemed
to be in the ordinary course of business;
(i) By the Closing Date, all federal and other tax returns
and reports of Acquiring Fund required by law to have
been filed by such date (giving effect to extensions)
shall have been filed, and all federal and other taxes
shown to be due on said returns and reports shall have
been paid so far as due, or provision shall have been
made for the payment thereof, and to the best of
Acquiring Fund's knowledge no such return is currently
under audit and no assessment has been asserted with
respect to such returns;
(j) For each fiscal year of its operation, Acquiring Fund
has met the requirements of Subchapter M of the Code
for qualification as a regulated investment company;
(k) The authorized capital of Trust VI consists of an
unlimited number of shares of beneficial interest, no
par value, of such number of different series as the
Board of Trustees may authorize from time to time,
four series of which (including Acquiring Fund) are
currently authorized and outstanding. The outstanding
shares of beneficial interest in Acquiring Fund are,
and at the Closing Date will be, divided into Class A
shares, Class B shares, Class C shares and Class Z
shares, each having the characteristics described
in the prospectus and statement of additional
information referred to in paragraph 4.2(c). All
issued and outstanding shares of the Acquiring Fund
are, and at the Closing Date will be, duly and validly
issued and outstanding, fully paid and non-assessable
by Trust VI, and will have been issued in compliance
with all applicable registration or qualification
requirements of federal and state securities laws.
Except for Class B shares which convert to Class A
shares after the expiration of a period of time, no
options, warrants or other rights to subscribe for or
purchase, or securities convertible into or
exchangeable for, any shares of beneficial interest in
Acquiring Fund of any class are outstanding and none
will be outstanding on the Closing Date;
(l) The Acquiring Fund's investment operations from
inception to the date hereof have been in compliance in
all material respects with the investment policies and
investment restrictions set forth in its prospectus and
statement of additional information as in effect from
time to time;
<PAGE>
(m) The execution, delivery and performance of this
Agreement have been duly authorized by all necessary
action on the part of Trust VI, and this Agreement
constitutes the valid and binding obligation of Trust
VI and Acquiring Fund enforceable in accordance with
its terms, except as the same may be limited by
bankruptcy, insolvency, reorganization or other similar
laws affecting the enforcement of creditors' rights
generally and other equitable principles;
(n) The Acquiring Fund Shares to be issued and delivered to
Acquired Fund pursuant to the terms of this Agreement
will at the Closing Date have been duly authorized and,
when so issued and delivered, will be duly and validly
issued shares of beneficial interest of the Acquiring
Fund, and will be fully paid and non-assessable by
Trust VI, and no shareholder of Trust VI will have any
preemptive right of subscription or purchase in respect
thereof; and
(o) The information to be furnished by Acquiring Fund for
use in the Registration Statement and Proxy Statement
referred to in paragraph 5.3 shall be accurate and
complete in all material respects and shall comply with
federal securities and other laws and regulations
applicable thereto.
5. COVENANTS OF ACQUIRED FUND AND ACQUIRING FUND.
Trust VI, on behalf of Acquiring Fund, and Trust II, on behalf of
Acquired Fund, each hereby covenants and agrees with the other as follows:
5.1 Acquiring Fund and Acquired Fund each will
operate its business in the ordinary course between the date
hereof and the Closing Date, it being understood that such
ordinary course of business will include regular and customary
periodic dividends and distributions.
5.2 Acquired Fund will call a meeting of its shareholders to be
held prior to the Closing Date to consider and act upon this
Agreement and take all other reasonable action necessary to
obtain the required shareholder approval of the transactions
contemplated hereby.
5.3 In connection with the Acquired Fund shareholders' meeting
referred to in paragraph 5.2, Acquired Fund will prepare a
Proxy Statement for such meeting, to be included in a
Registration Statement on Form N-14 which Trust VI will
prepare and file for the registration under the 1933 Act of
the Acquiring Fund Shares to be distributed to the Acquired
Fund shareholders pursuant hereto, all in compliance with the
applicable requirements of the 1933 Act, the Securities
Exchange Act of 1934 (the "1934 Act"), and the 1940 Act.
<PAGE>
5.4 The information to be furnished by Acquired Fund for use in
the Registration Statement and the information to be furnished
by Acquiring Fund for use in the Proxy Statement, each as
referred to in paragraph 5.3, shall be accurate and complete
in all material respects and shall comply with federal
securities and other laws and regulations thereunder
applicable thereto.
5.5 Acquiring Fund will advise Acquired Fund promptly if at any
time prior to the Closing Date the assets of Acquired Fund
include any securities which Acquiring Fund is not permitted
to acquire.
5.6 Subject to the provisions of this Agreement, Acquired Fund and
Acquiring Fund will each take, or cause to be taken, all
action, and do or cause to be done, all things reasonably
necessary, proper or advisable to cause the conditions to the
other party's obligations to consummate the transactions
contemplated hereby to be met or fulfilled and otherwise to
consummate and make effective such transactions.
5.7 Acquiring Fund will use all reasonable efforts to obtain the
approvals and authorizations required by the 1933 Act, the
1940 Act and such of the state Blue Sky or securities laws as
it may deem appropriate in order to continue its operations
after the Closing Date.
5.8 Promptly after the Closing Date, Acquired Fund will furnish
to Acquiring Fund pro forma tax returns for the period
from March 1, 1999 to the Closing Date.
6. CONDITIONS PRECEDENT TO OBLIGATIONS OF ACQUIRED FUND.
The obligations of Acquired to consummate the transactions
provided for herein shall be subject, at its election, to the
performance by Trust VI and Acquiring Fund of all the
obligations to be performed by them hereunder on or before the
Closing Date and, in addition thereto, to the following
further conditions:
6.1 All representatives and warranties of the Acquiring Fund
contained in this Agreement shall be true and correct in all
material respects as of the date hereof and, except as they
maybe affected by the transactions contemplated by this
Agreement, as of the Closing Date with the same force and
effect as if made on and as of the Closing Date; and
6.2 Trust VI, on behalf of Acquiring Fund, shall have delivered to
Trust II a certificate executed in its name by its President
or Vice President and its Treasurer or Assistant Treasurer, in
form satisfactory to Trust II and dated as of the Closing
Date, to the effect that the representations and warranties of
Trust VI on behalf of Acquiring Fund made in this Agreement
are true and correct at and as of the Closing Date, except as
they may be affected by the transactions contemplated by this
Agreement, and that Trust VI and Acquiring Fund have complied
<PAGE>
with all the covenants and agreements and satisfied all of the
conditions on their parts to be performed or satisfied under
this Agreement at or prior to the Closing Date.
7. CONDITIONS PRECEDENT TO OBLIGATIONS OF ACQUIRING FUND.
The obligations of Acquiring Fund to complete the transactions
provided for herein shall be subject, at its election, to the
performance by Acquired Fund of all the obligations to be
performed by it hereunder on or before the Closing Date and,
in addition thereto, to the following further conditions:
7.1 All representations and warranties of the Acquired Fund
contained in this Agreement shall be true and correct in all
material respects as of the date hereof and except as they may
be affected by the transactions contemplated by this
Agreement, as of the Closing Date with the same forward effect
as if made on and as of the Closing Date.
7.2 Trust II, on behalf of Acquired Fund, shall have delivered to
Trust VI a certificate executed in its name by its President
or Vice President and its Treasurer or Assistant Treasurer, in
form and substance satisfactory to Trust VI and dated the
Closing Date, to the effect that the representations and
warranties of Acquired Fund made in this Agreement are true
and correct at and as of the Closing Date, except as they may
be affected by the transactions contemplated by this
Agreement, and that Trust II and Acquired Fund have complied
with all the covenants and agreements and satisfied all of the
conditions on its part to be performed or satisfied under this
Agreement at or prior to the Closing Date;
7.3 The Acquired Fund shall have delivered to the
Acquiring Fund the Statement of Assets and Liabilities,
together with a list of its portfolio securities showing the
federal income tax basis and holding periods of such
securities, as of the Closing Date, certified by the Treasurer
or Assistant Treasurer of the Acquired Fund; and
7.4 Prior to the Closing Date, Acquired Fund shall have declared a
dividend or dividends which, together with all previous
dividends, shall have the effect of distributing all of
Acquired Fund's investment company taxable income for its
taxable years ending on or after December 30, 1998 and on or
prior to the Closing Date (computed without regard to any
deduction for dividends paid), and all of its net capital
gains realized in each of its taxable years ending on or after
December 30, 1998 and on or prior to the Closing Date.
7.5 The custodian of Acquired Fund shall have delivered to
Acquiring Fund a certificate identifying all of the assets of
Acquired Fund held by such custodian as of the Valuation Date.
8. FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF ACQUIRING FUND
AND ACQUIRED FUND.
<PAGE>
The respective obligations of Trust II and Trust VI hereunder are each
subject to the further conditions that on or before the Closing Date:
8.1 This Agreement and the transactions contemplated herein shall
have been approved by the vote of the required majority of the
holders of the outstanding shares of Acquired Fund of record
on the record date for the meeting of its shareholders
referred to in paragraph 5.2;
8.2 On the Closing Date no action, suit or other preceding shall
be pending before any court or governmental agency in which it
is sought to restrain or prohibit, or obtain damages or other
relief in connection with, this Agreement or the transactions
contemplated hereby;
8.3 All consents of other parties and all other consents, orders
and permits of federal, state and local regulatory authorities
(including those of the Securities and Exchange Commission and
of state Blue Sky and securities authorities) deemed necessary
by Trust II or Trust VI to permit consummation, in all
material respects, of the transactions contemplated hereby
shall have been obtained, except where failure to obtain any
such consent, order or permit would not involve a risk of a
material adverse effect on the assets or properties of
Acquiring Fund or Acquired Fund.
8.4 The Registration Statement referred to in paragraph 5.3 shall
have become effective under the 1933 Act and no stop order
suspending the effectiveness thereof shall have been issued
and, to the best knowledge of the parties hereto, no
investigation or proceeding for that purpose shall have been
instituted or be pending, threatened or contemplated under the
1933 Act;
8.5 The parties shall have received a favorable opinion of Ropes &
Gray satisfactory to Trust II and Trust VI, substantially to
the effect that, for federal income tax purposes:
(a) No gain or loss will be recognized by Acquired Fund
upon the transfer of its assets to Acquiring Fund in
exchange for Acquiring Fund Shares and the assumption
by the Acquiring Fund of the liabilities of Acquired
Fund, or upon the distribution of the Acquiring Fund
Shares to its shareholders in liquidation;
(b) No gain or loss will be recognized by the Acquiring
Fund Shareholders upon the exchange of their shares of
Acquired Fund for Acquiring Fund Shares;
(c) The basis of the Acquiring Fund Shares an Acquired Fund
Shareholder receives in connection with the
Reorganization will be the same as the basis of his or
her shares of Acquired Fund exchanged therefor;
<PAGE>
(d) An Acquired Fund Shareholder's holding period for his
or her Acquiring Fund Shares will be determined by
including the period for which he or she held
the shares of Acquired Fund exchanged therefor,
provided that he or she held such shares of Acquired
Fund capital assets;
(e) No gain or loss will be recognized by Acquiring Fund
upon the receipt of the assets of Acquired Fund in
exchange for Acquiring Fund Shares and the assumption
by Acquiring Fund of the liabilities of Acquired Fund;
(f) The basis in the hands of the Acquiring Fund of the
assets of Acquired Fund transferred to Acquiring Fund
in the reorganization will be the same as the basis of
such assets in the hands of Acquired Fund immediately
prior to the transfer; and
(g) The holding periods of the assets of Acquired Fund in
the hands of Acquiring Fund will include the periods
during which such assets were held by Acquired Fund.
8.6 At any time prior to the Closing, any of the foregoing
conditions of this Agreement may be waived jointly by the
Board of Trustees of Trust II and the Board of Trustees of the
Trust VI if, in their judgment, such waiver will not have a
material adverse effect on the interests of the shareholders
of the Acquired Fund and the Acquiring Fund.
9. BROKERAGE FEES AND EXPENSES.
9.1 Trust II, on behalf of Acquired Fund, and Trust VI, on behalf
of Acquiring Fund, each represents and warrants to the other
that there are no brokers or finders entitled to receive any
payments in connection with the transactions provided for
herein.
9.2 Trust II, on behalf of Acquired Fund, and Trust VI, on behalf
of Acquiring Fund, shall each be liable for all expenses
incurred by such party in connection with entering into and
carrying out the provisions of this Agreement other than those
to be paid solely by Acquired Fund as provided in paragraph
1.5 whether or not the transactions contemplated hereby are
consummated.
10. ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES.
10.1 Trust II on behalf of Acquired Fund and Trust VI on behalf of
Acquiring Fund agree that neither party has made any
representation, warranty or covenant not set forth herein and
that this Agreement constitutes the entire agreement between
the parties.
10.2 The representations, warranties and covenants contained in
this Agreement or in any document delivered pursuant hereto or
<PAGE>
in connection herewith shall not survive the consummation of
the transactions contemplated hereunder except paragraphs 1.1,
1.3, 1.5, 1.6, 5.4, 9, 10, 13 and 14.
11. TERMINATION.
11.1 This Agreement may be terminated by the mutual agreement of
Trust II and Trust VI. In addition, either Trust II or Trust
VI may at its option terminate this Agreement at or prior to
the Closing Date because:
(a) Of a material breach by the other of any
representation, warranty, covenant or agreement
contained herein to be performed by the other party at
or prior to the Closing Date; or
(b) A condition herein expressed to be precedent to the
obligations of the terminating party has not been met
and it reasonably appears that it will not or cannot be
met.
(c) If the transactions contemplated by this Agreement have
not been substantially completed by November 30, 1999
this Agreement shall automatically terminate on that
date unless a later date is agreed to by both Trust II
and Trust VI.
11.2 If for any reason the transactions contemplated by this
Agreement are not consummated, no party shall be liable to any
other party for any damages resulting therefrom, including
without limitation consequential damages.
12. AMENDMENTS.
This Agreement may be amended, modified or supplemented in such manner
as may be mutually agreed upon in writing by the authorized officers of Trust II
on behalf of Acquired Fund and Trust VI on behalf of Acquiring Fund; provided,
however, that following the shareholders' meeting called by Acquired Fund
pursuant to paragraph 5.2 no such amendment may have the effect of changing the
provisions for determining the number of Acquiring Fund Shares to be issued to
shareholders of Acquired Fund under this Agreement to the detriment of such
shareholders without their further approval.
13. NOTICES.
Any notice, report, statement or demand required or permitted by any
provisions of this Agreement shall be in writing and shall be given by prepaid
telegraph, telecopy or certified mail addressed to Liberty Funds Trust II or
Liberty Fund Trust VI, One Financial Center, Boston, Massachusetts 02111,
attention Nancy L. Conlin, Secretary.
14. HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT
NON-RECOURSE.
<PAGE>
14.1 The article and paragraph headings contained in this Agreement
are for reference purposes only and shall not affect in any
way the meaning or interpretation of this Agreement.
14.2 This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original.
14.3 This Agreement shall be governed by and construed in
accordance with the domestic substantive laws of The
Commonwealth of Massachusetts, without giving effect to any
choice or conflicts of law rule or provision that would result
in the application of the domestic substantive laws of any
other jurisdiction.
14.4 This Agreement shall bind and inure to the benefit of the
parties hereto and their respective successors and assigns,
but no assignment or transfer hereof or of any rights or
obligations hereunder shall be made by any party without the
written consent of the other party. Nothing herein expressed
or implied is intended or shall be construed to confer upon or
give any person, firm or corporation, other than the parties
hereto and their respective successors and assigns, any rights
or remedies under or by reason of this Agreement.
14.5 A copy of the Declaration of Trust of Trust II and the
Declaration of Trust VI are each on file with the Secretary of
State of the Commonwealth of Massachusetts, and notice is
hereby given that no trustee, officer, agent or employee of
either Trust II or Trust VI shall have any personal liability
under this Agreement, and that this Agreement is binding only
upon the assets and properties of Acquired Fund and Acquiring
Fund.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed as a sealed instrument by its President or Vice
President and its corporate seal to be affixed thereto and attested by its
Secretary or Assistant Secretary.
LIBERTY FUNDS TRUST VI,
on behalf of Newport Asia Pacific Fund
ATTEST:
- -----------------------
Assistant Secretary
By:__________________________
President
LIBERTY FUNDS TRUST II,
on behalf of Newport Tiger Cub Fund
ATTEST:
- -----------------------
Assistant Secretary
By:__________________________
President
<PAGE>
EXHIBIT B
[Insert Financial History]
<PAGE>
NEWPORT ASIA PACIFIC FUND
(a diversified open-end management company)
One Financial Center, Boston, MA 02111
617-426-3750
PROSPECTUS
This Prospectus relates to the proposed issuance of shares of Newport Asia
Pacific Fund (Asia Pacific Fund) to Newport Tiger Cub Fund (Tiger Cub Fund), One
Financial Center, Boston, MA 02111, in connection with the proposed tax-free
combination (Combination) of Tiger Cub Fund into Asia Pacific Fund. The Asia
Pacific Fund seeks capital appreciation by investing in equity securities of
companies whose principal activities are in Asia or the Pacific Basin. Tiger Cub
Fund seeks capital appreciation in the nine Tigers of Asia (Hong Kong,
Singapore, South Korea, Taiwan, Malaysia, Thailand, Indonesia, The People's
Republic of China and the Philippines).
This Prospectus explains concisely the information that shareholders of Tiger
Cub Fund should know before voting on the Combination. Read it carefully and
retain it for future reference. The Asia Pacific Fund's August 25, 1998,
Revised May 14, 1999, Prospectus is enclosed. Such Prospectus is incorporated
herein by reference. Tiger Cub Fund's November 30, 1998 Prospectus and
Statement of Additional Information (SAI) and Asia Pacific Fund's August 25,
1998, Revised June 1, 1999 SAI, all of which have been filed with the Securities
and Exchange Commission (SEC), are incorporated herein by reference and are
available without charge from Liberty Funds Distributor, Inc. (LFD), One
Financial Center, Boston, MA 02111, 1-800-338-2550. LFD is the distributor
for both the Asia Pacific Fund and the Tiger Cub Fund. The Prospectuses and
SAIs referred to above are also available on the SEC's Web site
(http:\\www.sec.gov).
THESE SECURITIES HAVE NOT BEEN APPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
Prospectus dated July 16, 1999
<PAGE>
TIGER CUB FUND INVESTMENT OBJECTIVE
The Tiger Cub Fund seeks capital appreciation by investing primarily in
equity securities of small companies (i.e., companies with equity market
capitalizations of U.S. $1 billion or less) located in the nine Tigers of Asia
(Hong Kong, Singapore, South Korea, Taiwan, Malaysia, Thailand, Indonesia, The
People's Republic of China and the Philippines) ("Small Company Tiger
Securities").
HOW TIGER CUB FUND PURSUES ITS OBJECTIVES AND CERTAIN RISK FACTORS
The Tiger Cub Fund seeks to invest in companies with consistently
above-average earnings growth. Normally, the Tiger Cub Fund will invest at least
65% of its total assets in Small Company Tiger Securities. The Tiger Cub Fund
may invest up to 35% of its total assets in equity securities of large companies
(i.e., companies with equity market capitalizations of more than U.S. $1
billion) located in the nine Tigers of Asia ("Large Company Tiger Securities").
Small and Large Company Tiger Securities include common and preferred stock,
warrants (rights) to purchase stock, debt securities convertible into stock,
sponsored and unsponsored American Depositary Receipts (receipts issued in the
U.S. by banks or trust companies evidencing ownership of underlying foreign
securities), Global Depositary Receipts (receipts issued by foreign banks or
trust companies evidencing ownership of underlying foreign securities) and
shares of closed-end investment companies that invest primarily in the foregoing
securities. A large portion of the Tiger Cub Fund's assets may be invested in
companies located in Hong Kong and Singapore, which are not considered by the
Advisor to be emerging markets. The remaining countries in which the Tiger Cub
Fund invests are considered to be emerging markets. Dividend income will not be
considered in choosing the investments of the Tiger Cub Fund.
Regional Concentration and Trends. As the Tiger Cub Fund's investments
will, under normal circumstances, be concentrated in equity securities of
companies located in the nine Tigers of Asia, the Tiger Cub Fund's investments
the Tiger Fund's investments will be particularly susceptible to regional
trends. The prices of the Tiger Cub Fund's securities, and therefore, the net
asset value of the Tiger Cub Fund may be adversely affected by negative economic
or political events in any of the nine Tigers of Asia. In addition, recent
events in a number of the nine Tigers of Asia have highlighted the financial
interdependence of the region and demonstrated that negative financial events in
one such country may have far-reaching negative effects throughout the region.
The uncertainty surrounding the effects of the foregoing events may negatively
impact the Fund's return and the value of the Fund's shares.
In addition to the investment policies described below (and subject to
certain restrictions described herein), Tiger Cub Fund may invest in some or all
of the following securities and employ some or all of the following investment
techniques, some of which may present special risks as described below. A more
complete discussion of these securities and investment techniques and their
associated risks is contained in the Fund's Statement of Additional Information.
ADDITIONAL POLICIES AND RISKS
Foreign Securities. Foreign securities have special risks related to
political, economic and legal conditions outside of the U.S. As a result, the
prices of foreign securities and, therefore, the value of the Fund's shares, may
fluctuate substantially more than the prices of securities of issuers based in
the U.S. Special risks associated with foreign securities include, among others,
the possibility of unfavorable movements in currency exchange rates,
difficulties in enforcing judgments abroad, the existence of less liquid and
less regulated markets, the unavailability of reliable information about
issuers, the existence of different accounting, auditing and legal standards in
<PAGE>
foreign countries, the existence (or potential imposition) of exchange control
regulations (including currency blockage or other restrictions on repatriation
of capital), and political and economic instability. In addition, transactions
in foreign securities may be more costly due to currency conversion costs and
higher brokerage and custodial costs and may be subject to delays and
disruptions in securities settlement procedures.
Emerging Markets. A portion of the Fund's investments will consist of securities
issued by companies located in countries whose economies, political systems or
securities markets are not yet highly developed. Special risks associated with
these investments (in addition to the considerations regarding foreign
investments generally) may include, among others, greater political
uncertainties, an economy's dependence on revenues from particular commodities
or on international aid or development assistance, highly limited numbers of
potential buyers for such securities, heightened volatility of security prices,
restrictions on repatriation of capital invested abroad and delays and
disruptions in securities settlement procedures.
Small Companies. The Fund may invest in small companies (companies with equity
market capitalizations of U.S. $1 billion or less. The smaller, less
well-established companies in which the Fund may invest may offer greater
opportunities for capital appreciation than larger, better-established
companies, but may also involve certain special risks. Such companies often have
limited product lines, markets or financial resources and depend heavily on a
small management group. Their securities may trade less frequently, in smaller
volumes, and fluctuate more sharply in value than exchange-listed securities of
larger companies.
Foreign Currency Transactions. In connection with their investments in equity
securities, the Fund may purchase and sell (i) foreign currencies on a spot or
forward basis, (ii) foreign currency futures contracts, and (iii) options on
foreign currencies and foreign currency futures. Such transactions may be
entered into (i) to lock in a particular foreign exchange rate pending
settlement of a purchase or sale of a foreign security or pending the receipt of
interest, principal or dividend payments on a foreign security held by the Fund,
or (ii) to hedge against a decline in the value, in U.S. dollars or in another
currency, of a foreign currency in which securities held by the Fund are
denominated. The Fund will not attempt, nor would it be able, to eliminate all
foreign currency risk. Further, although hedging may lessen the risk of loss if
the hedged currency's value declines, it limits the potential gain from currency
value increases.
Futures Contracts and Options. The Fund may purchase and sell foreign stock
index futures contracts and options on such contracts. Such transactions may be
entered into to gain exposure to a particular foreign equity market pending
investment in individual securities or to hedge against market declines. A
futures contract creates an obligation by the seller to deliver and the buyer to
take delivery of a type of instrument at the time and in the amount specified in
the contract. A sale of a futures contract can be terminated in advance of the
specified delivery date by subsequently purchasing a similar contract; a
purchase of a futures contract can be terminated by a subsequent sale. Gain or
loss on a contract generally is realized upon such termination. An option on a
futures contract generally gives the option holder the right, but not the
obligation, to purchase or sell the futures contract prior to the option's
specified expiration date. If the option expires unexercised, the holder will
lose any amount it paid to acquire the option. Transactions in futures and
related options may not precisely achieve the goals of hedging or gaining market
exposure to the extent there is an imperfect correlation between the price
movements of the contracts and of the underlying securities. In addition, if the
Advisor's stock market movement expectancies are inaccurate, the Fund may be
worse off than if it had not hedged.
Temporary/Defensive Investments. The Fund may invest temporarily available cash
in U.S. dollar or foreign currency denominated demand deposits, certificates of
deposit, bankers' acceptances, and high-quality, short-term debt securities, as
<PAGE>
well as in Treasury bills and repurchase agreements. Some or all of the Fund's
assets may be invested in such investments during periods of unusual market
conditions. Under a repurchase agreement, the Fund buys a security from a bank
or dealer, which is obligated to buy it back at a fixed price and time. The
security is held in a separate account at the Fund's custodian and, constitutes
the Fund's collateral for the bank's or dealer's repurchase obligation.
Additional collateral will be added so that the obligation will at all times be
fully collateralized. However, if the bank or dealer defaults or enters
bankruptcy, the Fund may experience costs and delays in liquidating the
collateral and may experience a loss if it is unable to demonstrate its right to
the collateral in a bankruptcy proceeding. Not more than 15% of the Fund's net
assets will be invested in repurchase agreements maturing in more than seven
days and other illiquid assets.
Borrowing of Money. The Fund may borrow money from banks, other affiliated funds
and other entities, to the extent permitted by law, for temporary or emergency
purposes up to 33 1/3% of its total assets.
InterFund Lending Program. The Fund may participate in an interfund lending
program, subject to certain restrictions described in the Statement of
Additional Information.
FUNDAMENTAL INVESTMENT POLICIES OF ASIA PACIFIC FUND AND TIGER CUB FUND
As fundamental investment policies which may not be changed without the approval
of a majority of their outstanding voting securities, each Fund may:
1. 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. Only own real estate acquired as the result of owning securities and
not more than 5% of total assets;
3. Purchase and sell futures contracts and related options as long as
the total initial margin and premiums on contracts do not exceed 5% of
total assets;
4. Underwrite securities issued by others only when disposing of
portfolio securities;
5. 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; and
6. 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 the 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 purchases, the
Fund would own more than 10% of the outstanding voting shares of such
issuer.
OTHER INVESTMENT POLICIES
As non-fundamental investment policies which may be changed without a
shareholder vote, each Fund may not:
1. Purchase securities on margin, but it may receive short-term credit to
clear securities transactions and may make initial or maintenance
margin deposits in connection with futures transactions (Tiger Cub
Fund only);
2. Have a short securities position, unless the Fund owns, or owns rights
(exercisable without payment) to acquire, an equal amount of such
securities; and
3. Invest up to 15% of its net assets in illiquid assets.
<PAGE>
Notwithstanding the investment policies and restrictions of the Funds, the Funds
may invest all or a portion of their investable assets in investment companies
with substantially the same investment objective, policies and restrictions as
the Funds.
<PAGE>
NEWPORT ASIA PACIFIC FUND
Statement of Additional Information
July 16, 1999
This Statement of Additional Information (SAI) is not a prospectus and is
authorized for distribution only when accompanied or preceded by the Prospectus
of Newport Asia Pacific Fund (Asia Pacific Fund) dated July 16, 1999 relating to
the proposed combination of Newport Tiger Cub Fund (Tiger Cub Fund) and Asia
Pacific Fund. This SAI should be read together with the Prospectus. The SAI for
Asia Pacific Fund dated August 25, 1998, Revised June 1, 1999 and the SAI
for Tiger Cub Fund dated November 30, 1998, each filed with the Securities and
Exchange Commission, are herein incorporated by reference. Copies of each
Prospectus and SAI relating to Asia Pacific Fund and Tiger Cub Fund are
available without charge and may be obtained by writing to Liberty Funds
Distributor, Inc., One Financial Center, Boston, MA 02111-2621 or by calling
1-800-338-2550.
This SAI consists of the information set forth herein and the following
described documents, each of which is herein incorporated by reference:
1. The financial statements of Asia Pacific Fund included in the
Fund's Semi-Annual Report to Shareholders for the period ended
December 31, 1998 to be filed by amendment.
2. The financial statements and Report of Independent Accountants of Tiger Cub
Fund included in the Fund's Annual Report to Shareholders for the fiscal
year ended August 31, 1998 (SEC Accession Number 0000021847-98-000151). The
financial statements of Tiger Cub Fund included in the Fund's Semi-Annual
Report to Shareholders for the period ended February 28, 1999 (SEC Accession
Number 0000950156-99-000342).
3. Pro Forma Combined Financial Statements for Asia Pacific Fund
and Tiger Cub Fund prepared the period ended December 31, 1998
and the year ended August 31, 1998, respectively to be filed by amendment.
<PAGE>
Part C. OTHER INFORMATION
Item 15. Indemnification
Article VIII of the Registrant's Agreement and Declaration of Trust, as amended,
provides for indemnification of the Registrant's Trustees and officers. The
effect of the relevant section of Article VIII of the Registrant's Agreement and
Declaration of Trust, as amended, is to provide indemnification for each of the
Registrant's Trustees and officers against liabilities and counsel fees
reasonably incurred in connection with the defense of any legal proceeding in
which such Trustee or officer may be involved by reason of being or having been
a Trustee or officer, except with respect to any matter as to which such Trustee
or officer shall have been adjudicated not to have acted in good faith in the
reasonable belief that such Trustee's or officer's action was in the best
interest of the Registrant, and except that no Trustee or officer shall be
indemnified against any liability to the Registrant or its shareholders to which
such Trustee or officer shall otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of such Trustee's or officer's office.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 (the "Act") may be permitted to Trustees, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission (the "Commission") such indemnification is against public policy as
expressed in the Act, and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a Trustee, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such Trustee, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
Item 16. Financial Statements and Exhibits.
1.(a) Agreement and Declaration of Trust is incorporated by
reference to the Registrant's Post-Effective Amendment No. 11
to the Registration Statement on Form N-1A, filed with the
Commission on or about October 28, 1996.
1.(b) Amendment No. 1 to the Agreement and Declaration of Trust is
incorporated by reference to the Registrant's Post-Effective
Amendment No. 17 to the Registration Statement on Form N-1A,
filed with the Commission on or about May 24, 1999.
2. By-Laws, as amended, dated 4/1/99, are incorporated by
reference to the Registrant's Post-Effective Amendment No. 17
to the Registration Statement on Form N-1A, filed with the
Commission on or about May 24, 1999.
3. Not applicable
4. Agreement and Plan of Reorganization constitutes Exhibit A in
Part A of this Registration Statement
5. Not applicable
<PAGE>
6. Form of Management Agreement is incorporated by reference to
the Registrant's Post-Effective Amendment No. 17 to the
Registration Statement on Form N-1A, filed with the Commission
on or about May 24, 1999.
7.(a) Form of Distribution Agreement between the Registrant and
Liberty Funds Distributor, Inc. is incorporated by reference
to the Registrant's Post-Effective Amendment No. 17 to the
Registration Statement on Form N-1A, filed with the Commission
on or about May 24, 1999.
7.(b) Form of 12b-1 Plan Implementing Agreement between the
Registrant and Liberty Funds Distributor, Inc. is incorporated
by reference to the Registrant's Post-Effective Amendment No.
17 to the Registration Statement on Form N-1A, filed with the
Commission on or about May 24, 1999.
7.(c) Form of Selling Agreement - filed as Exhibit 6(b) in Part C,
Item 24(b) of Post-Effective Amendment No. 49 to the
Registration Statement on Form N-1A of Liberty Funds Trust I
(formerly Colonial Trust I), Registration Nos. 2-41251 and
811-2214, filed with the Commission on or about November 20,
1998 and is hereby incorporated by reference and made a part
of this Registration Statement.
7.(d) Form of Bank and Bank Affiliated Selling Agreement is
incorporated by reference to the Registrant's Post-Effective
Amendment No. 10 to the Registration Statement on Form
N-1A, filed with the Commission on or about September 27,
1996.
7.(e) Form of Asset Retention Agreement is incorporated by reference
to the Registrant's Post-Effective Amendment No. 10 to the
Registration Statement on Form N-1A, filed with the Commission
on or about September 27, 1996.
8. Not applicable
9.(a) Global Custody Agreement with the Chase Manhattan Bank is
incorporated by reference to the Registrant's Post-Effective
Amendment No. 13 to the Registration Statement on Form N-1A,
filed with the Commission on or about October 24, 1997.
9.(b) Amendment No. 4 to Appendix A of Custody Agreement - filed as
Exhibit (g)(2) in Part C, Item 23 of Post-Effective Amendment
No. 56 to the Registration Statement on Form N-1A of Liberty
Funds Trust I (formerly Colonial Trust I), Registration Nos.
2-41251 and 811-2214, filed with the Commission on or about
May 27, 1999 and is hereby incorporated by reference and made
a part of this Registration Statement.
10. Form of Distribution Plan adopted pursuant to Section 12b-1 of
the Investment Company Act of 1940 - filed as Exhibit (m) in
Part C, Item 23 of Post-Effective Amendment No. 56 to the
Registration Statement on Form N-1A of Liberty Funds Trust I
(formerly Colonial Trust I), Registration Nos. 2-41251 and
811-2214, filed with the Commission on or about May 27, 1999
and is hereby incorporated by reference and made a part of
this Registration Statement.
11. Opinion and Consent of Counsel to Newport Asia Pacific Fund as
to Legality of the Securities Being Registered will be filed
by amendment.
12. Opinion and Consent of Counsel to Newport Asia Pacific Fund
Supporting Tax Matters and Consequences to Shareholders will
be filed by amendment.
<PAGE>
13.(a) Form of Pricing and Bookkeeping Agreement is incorporated by
reference to the Registrant's Post-Effective Amendment No. 10
to the Registration Statement on Form
N-1A, filed with the Commission on or about September 27,
1996.
13.(b) Amendment to Appendix I of Pricing and Bookkeeping Agreement -
filed as Exhibit (h)(2) in Part C, Item 23 of Post-Effective
Amendment No. 54 to the Registration Statement on Form N-1A of
Liberty Funds Trust I (formerly Colonial Trust I),
Registration Nos. 2-41251 and 811-2214, filed with the
Commission on or about March 18, 1999 and is hereby
incorporated by reference and made a part of this Registration
Statement.
13.(c) Amended and Restated Shareholders' Servicing and Transfer
Agent Agreement, as amended, is incorporated by reference to
the Registrant's Post-Effective Amendment No. 10 to the
Registration Statement on Form N-1A, filed with the Commission
on or about September 27, 1996.
13.(d) Amendment No. 13 to Schedule A of Amended and Restated
Shareholders' Servicing and Transfer Agent Agreement - filed
as Exhibit (h)(5) in Part C, Item 23 of Post-Effective
Amendment No. 54 to the Registration Statement on Form N-1A of
Liberty Funds Trust I (formerly Colonial Trust I),
Registration Nos. 2-41251 and 811-2214, filed with the
Commission on or about March 18, 1999 and is hereby
incorporated by reference and made a part of this Registration
Statement.
13.(e) Amendment No. 19 to Appendix I of Amended and Restated
Shareholders' Servicing and Transfer Agent Agreement - filed
as Exhibit (h)(6) in Part C, Item 23 of Post-Effective
Amendment No. 54 to the Registration Statement on Form N-1A of
Liberty Funds Trust I (formerly Colonial Trust I),
Registration Nos. 2-41251 and 811-2214, filed with the
Commission on or about March 18, 1999 and is hereby
incorporated by reference and made a part of this Registration
Statement.
13.(f) Credit Agreement - filed as Exhibit 9.(f) in Part C, Item
24(b) of Post-Effective Amendment No. 19 to the Registration
Statement on Form N-1A of Liberty Funds Trust V (formerly
Colonial Trust V), Registration Nos. 811-5030 and 33-12109,
filed with the Commission on or about May 20, 1996 and is
hereby incorporated by reference and made a part of this
Registration Statement.
13.(g) Amendment No. 1 to the Credit Agreement - filed as Exhibit
9.(f) in Part C, Item 24(b) of Post-Effective Amendment No. 99
to the Registration Statement on Form N-1A, of Liberty Funds
Trust III (formerly Colonial Trust III), Registration Nos.
811-881 and 2-15184, filed with the Commission on or about
December 17, 1997 and is hereby incorporated by reference and
made a part of this Registration Statement.
13.(h) Amendment No. 2 to the Credit Agreement - filed as Exhibit
9.(g) in Part C, Item 24(b) of Post-Effective Amendment No. 99
to the Registration Statement on Form N-1A of Liberty Funds
Trust III (formerly Colonial Trust III), Registration Nos.
811-881 and 2-15184, filed with the Commission on or about
December 17, 1997 and is hereby incorporated by reference and
made a part of this Registration Statement.
<PAGE>
13.(i) Amendment No. 3 to the Credit Agreement - filed as Exhibit
9.(h) in Part C, Item 24(b) of Post-Effective Amendment No. 99
to the Registration Statement on Form N-1A of Liberty Funds
Trust III (formerly Colonial Trust III), Registration Nos.
811-881 and 2-15184, filed with the Commission on or about
December 17, 1997 and is hereby incorporated by reference and
made a part of this Registration Statement.
13.(j) Amendment No. 4 to the Credit Agreement - filed as Exhibit
9.(h) in Part C, Item 24(b) of Post-Effective Amendment No.
102 to the Registration Statement on Form N-1A of Liberty
Funds Trust III (formerly Colonial Trust III), Registration
Nos. 811-881 and 2-15184, filed with the Commission on or
about September 17, 1998 and is hereby incorporated by
reference and made a part of this Registration Statement.
13.(k) Form of Administration Agreement is incorporated by reference
to the Registrant's Post-Effective Amendment No. 17 to the
Registration Statement on Form N-1A, filed with the Commission
on or about May 24, 1999.
14. Consent of Independent Accountants, PricewaterhouseCoopers
LLP, will be filed by amendment.
15. Not applicable
16. Power of Attorney for: Robert J. Birnbaum, Tom Bleasdale, John
V. Carberry, Lora S. Collins, James E. Grinnell, Richard W.
Lowry, Salvatore Macera, William E. Mayer, James L. Moody,
Jr., John J. Neuhauser, Thomas E. Stitzel, Robert L. Sullivan
and Anne-Lee Verville is incorporated herein by reference to
Exhibit 18.(a) to Post-Effective Amendment No. 50 to the
Registration Statement on Form N-1A of Liberty Funds Trust IV,
Registration Nos. 2-62492 and 811-2865, filed with the
Commission on November 9, 1998.
17. Form of Proxy is filed herewith.
<PAGE>
Item 17. Undertakings.
1. The undersigned Registrant agrees that prior to any public
reoffering of the securities registered through the use of a
prospectus which is a part of this Registration Statement by
any person or party who is deemed to be an underwriter within
the meaning of Rule 145(c) of the Securities Act, the
reoffering prospectus will contain the information called for
by the applicable registration form for reofferings by persons
who may be deemed underwriters, in addition to the information
called for by the other items of the applicable form.
2. The undersigned Registrant agrees that every prospectus that
is filed under paragraph 1 above will be filed as a part of an
amendment to this Registration Statement and will not be used
until the amendment is effective, and that, in determining any
liability under the 1933 Act, each post-effective amendment
shall be deemed to be a new registration statement for the
securities offered therein, and the offering of the securities
at that time shall be deemed to be the initial bona fide
offering of them.
NOTICE
A copy of the Agreement and Declaration of Trust of Liberty Funds Trust VI
(Trust), as amended, is on file with the Secretary of The Commonwealth of
Massachusetts and notice is hereby given that this Registration Statement has
been executed on behalf of the Trust by officers of the Trust as officers and by
its Trustees as trustees and not individually, and the obligations of or arising
out of this Registration Statement are not binding upon any of the Trustees,
officers or shareholders of the Trust individually but are binding only upon the
assets and property of the Trust.
<PAGE>
SIGNATURES
As required by the Securities Act of 1933, this Registration Statement has been
signed on behalf of the Registrant, in the City of Boston and Commonwealth of
Massachusetts, on the 28th day of May, 1999.
LIBERTY FUNDS TRUST VI (formerly Colonial Trust VI)
By: /s/ STEPHEN E. GIBSON
Stephen E. Gibson
President
As required by the Securities Act of 1933, this Registration Statement has been
signed by the following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ STEPHEN E. GIBSON President (chief executive officer) May 28, 1999
Stephen E. Gibson
/s/ TIMOTHY J. JACOBY Treasurer and Chief Financial
Timothy J. Jacoby Officer (principal financial officer) May 28, 1999
/s/ J. KEVIN CONNAUGHTON Controller and Chief Accounting May 28, 1999
J. Kevin Connaughton Officer (principal accounting officer)
<PAGE>
/s/ ROBERT J. BIRNBAUM* Trustee May 28, 1999
Robert J. Birnbaum
/s/ TOM BLEASDALE* Trustee May 28, 1999
Tom Bleasdale
/s/ JOHN V. CARBERRY* Trustee May 28, 1999
John V. Carberry
/s/ LORA S. COLLINS* Trustee May 28, 1999
Lora S. Collins
/s/ JAMES E. GRINNELL* Trustee May 28, 1999
James E. Grinnell
/s/ RICHARD W. LOWRY* Trustee May 28, 1999
Richard W. Lowry
/s/ SALVATORE MACERA* Trustee May 28, 1999
Salvatore Macera
/s/ WILLIAM E. MAYER* Trustee May 28, 1999
William E. Mayer
/s/ JAMES L. MOODY, JR.* Trustee May 28, 1999
James L. Moody, Jr.
/s/ JOHN J. NEUHAUSER* Trustee May 28, 1999
John J. Neuhauser
/s/ THOMAS E. STITZEL* Trustee May 28, 1999
Thomas E. Stitzel
/s/ ROBERT L. SULLIVAN* Trustee May 28, 1999
Robert L. Sullivan
/s/ Anne-Lee Verville* Trustee May 28, 1999
Anne-Lee Verville
/s/ SUZAN M. BARRON May 28, 1999
*/Suzan M. Barron
Attorney-in-fact for each trustee
</TABLE>
<PAGE>
EXHIBIT INDEX
17. Form of Proxy
<PAGE>
EXHIBIT 17
VOTE BY TOUCH TONE PHONE OR THE INTERNET
CALL TOLL FREE: 1-800-690-6903
OR VISIT OUR WEBSITE: www.proxyvote.com
(See above for further instructions to vote by phone or Internet)
LIBERTY FUNDS TRUST II (formerly COLONIAL TRUST II) - NEWPORT TIGER CUB FUND
PROXY PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
Special Meeting of Shareholders - September 9, 1999
The undersigned hereby appoints Nancy L. Conlin, William J. Ballou,
Suzan M. Barron, Timothy J. Jacoby and Stephen E. Gibson, and each of them, the
proxies of the undersigned, with the power of substitution to each of them, to
vote all shares of Newport Tiger Cub Fund (the "Fund"), a series of Liberty
Funds Trust II (the "Trust") which the undersigned is entitled to vote at the
Special Meeting of Shareholders of the Trust to be held at the offices of the
Trust, One Financial Center, Boston, MA 02111, on Thursday, September 9, 1999 at
2:00 p.m. and at any adjournments and postponements thereof (the "Special
Meeting").
Unless otherwise specified in the squares provided, the undersigned's
vote will be cast FOR each numbered item below.
The Trustees of the Trust recommend that you vote FOR the proposal set
forth below.
1. To approve or disapprove an Agreement and Plan of Reorganization by and
between Liberty Funds Trust II, on behalf of the Fund, and the Liberty
Funds Trust VI, on behalf of the Newport Asia Pacific Fund (the
"Plan"), and the transactions contemplated thereby.
FOR AGAINST ABSTAIN
2. In their discretion, the proxies are authorized to vote upon such other
business as may properly be presented at the Special Meeting.
FOR AGAINST ABSTAIN
(Continued and to be signed on the other side.)
<PAGE>
(Continued from other side.)
Every properly signed proxy will be voted in the manner specified hereon and, in
the absence of specification, will be treated as GRANTING authority to vote FOR
the Proposal.
Please sign exactly as your
name or names appear. When
signing as attorney,
executor, administrator,
trustee or guardian, please
give your full title as
such.
----------------------------
(Signature of Shareholder)
----------------------------
(Signature of joint owner, if any)
Dated, _________________, 1999
PLEASE SIGN AND RETURN PROMPTLY IN ENCLOSED ENVELOPE
NO POSTAGE IS REQUIRED
