ATTACHMENT I
November 23, 1998
Dear Investment Professional:
Undoubtedly, you are aware of the pending changes at SoGen. In these two
pages, and in the four-page Q & A included, we have explained the important
aspects of the
proposed reorganization and summarized what it means for your clients.
Societe Generale Asset Management Corp. ("SGAM Corp."), the investment
adviser to The SoGen Funds, has entered into an agreement to be acquired by
Liberty Financial Companies, Inc. ("Liberty"). Liberty's other operating
companies include Colonial Management Associates, Inc., Stein Roe & Farnham,
Incorporated, Newport Pacific Management, Inc. and the Keyport Life Insurance
Company.
Under the proposed agreement, each of the SoGen International, Overseas and
Gold Funds will be reorganized into a series of Colonial Trust II, a new
open-end investment company. The Funds' investment objectives will be
substantially the same and the senior management team has indicated its
intention to remain in place for the long term. The SoGen Money Fund will be
merged into the Colonial Money Market Fund.
A proxy statement and ballot card will be sent to shareholders of record as
of October 30, 1998. This mailing is projected for the week of November 23,
1998. Shareholders who do not vote within a reasonable period may receive a
follow-up telephone call from our proxy solicitor, Shareholder Communications
Corp. (SCC). We appreciate the sensitive nature of your clients' investments.
Please be assured that this information will be
treated with the utmost confidence and used only for this proxy election. A
Special Meeting of International, Overseas and Gold Fund Shareholders is
scheduled for December 18, 1998 and a Money Fund Shareholders' Meeting is
scheduled for December 30, 1998. Both meetings will be held at the offices of
SGAM Corp., 1221 Avenue of the Americas, 8th Floor, New York, New York 10020.
If the reorganization is approved:
- - The renamed SGAM Corp. will continue to serve as the investment adviser to
the Funds under new investment management agreements.
- - The Funds' investment objectives will not change as a result of the sale.
- - There will be no change in the number of shares held by shareholders and
they will not incur any of the costs of the reorganization or the proxy
election.
- - As a result of the reorganization, each Fund will adopt a new 12b-1
distribution plan under which the Class A shares of that Fund could be
assessed a fee of up to 0.35% of average net assets per year for
distribution-related activities. That fee will remain at its current rate of
0.25% for at least the first two years.
- - The fees paid by the Funds for investment advisory services under the
current contract will remain the same after the reorganization. Liberty and
SGAM Corp. have agreed to limit their fees so that the total operating
expenses of each new fund will not exceed the current expenses during the
first two years after the agreements become effective.
- - International, Overseas and Gold Fund shareholders will be able to exchange
their shares, without initial or deferred sales charges, for any of the
other 38 open-end funds that are part of the Colonial Management family of
mutual funds.
- - If approved by the Fund's shareholders, all shares of the SoGen Money Fund
will be exchanged for an equal dollar amount of Colonial Money Market Fund
shares, an open-end investment company.
As the window for this proxy election is narrow, we would sincerely
appreciate your assistance. Please encourage your clients to submit their
votes promptly. For further information, please call (800) 334-2143. Thank
you.
SHAREHOLDERS CAN VOTE BY ANY OF THE FOLLOWING METHODS:
By completing and mailing their
proxy card(s): Postage-paid envelope provided.
By telephone: (800) 690-6903
By fax: (800) 733-1885
Over the Internet: http://www.proxyvote.com
IMPORTANT DATES:
Record Date: October 30, 1998
Proxy materials mailed: Week of November 23, 1998
Equity Shareholders' Meeting: December 18, 1998
Money Fund Shareholders' Meeting: December 30, 1998
IMPORTANT NEWS
SOGEN FUNDS, INC.
SOGEN INTERNATIONAL FUND
SOGEN OVERSEAS FUND
SOGEN GOLD FUND
While we encourage you to read the full text of the enclosed proxy
statement, here's a brief overview of some matters affecting SoGen
International Fund, SoGen Overseas Fund, and SoGen Gold Fund (each a "Fund"
and collectively, the "Funds") which require a shareholder vote.
QUESTIONS AND ANSWERS
Q. WHAT IS HAPPENING?
A. Societe Generale Asset Management, S.A., ("SGAM S.A."), the parent
company of Societe Generale Asset Management Corp. ("SGAM Corp."), the
investment adviser for SoGen Funds, Inc. (the "Company"), and its president,
a director and minority shareholder of SGAM Corp., Jean-Marie Eveillard, have
entered into a stock purchase agreement (the "Purchase Agreement") with
Liberty Financial Companies, Inc. ("Liberty") dated as of August 13, 1998
providing for the sale of all of the outstanding shares of SGAM Corp. to
Liberty (the "Acquisition"). The Purchase Agreement anticipates that each
Fund will be reorganized into a newly-created series of Colonial Trust II
(the "Colonial Trust") that has the same investment objective as, and
substantially similar policies to, the corresponding Fund (the
"Reorganization"). The Colonial Trust is an open-end investment company
consisting of six separate investment portfolios for which Colonial
Management Associates, Inc. ("Colonial Management"), an indirect subsidiary
of Liberty, serves as the Administrator. If the Reorganization is approved,
and the Acquisition takes place, SGAM Corp., under a new name, would continue
to serve as the investment
adviser to your Fund.
Q. WHAT AM I BEING ASKED TO APPROVE?
A. As explained in the attached proxy materials, you are being asked to
approve an Agreement and Plan of Reorganization (the "Plan") for each Fund in
which you are a shareholder. By approving the Plan, you would also be
approving the following related actions.
First, as a result of the Acquisition and the contemplated Reorganization,
each Fund would be required to enter into a new investment management
agreement with SGAM Corp. This action is necessary because, as a result of
the Acquisition, there will be a change in control of SGAM Corp. The federal
Investment Company Act of 1940 (the "1940 Act"), which governs the activities
of mutual funds, requires shareholder approval of a management agreement
whenever there is a change in control of a fund's investment adviser. In
addition, in case the Reorganization is approved by shareholders, but does
not occur until after the Acquisition takes place, an Interim Management
Agreement, substantially identical to the current advisory agreement, would
also be approved as part of the Reorganization.
Second, the Reorganization would also result in the adoption of a new plan of
distribution pursuant to Rule 12b-1 of the 1940 Act ("Rule 12b-1 Plan") for
the Class A shareholders of each Fund.
Third, as a result of the Reorganization, you would also be voting in favor
of the conversion of your Fund from operating as part of a corporation
organized under the laws of Maryland (a "Maryland corporation") to operating
as part of a business trust organized under the laws of Massachusetts (a
"Massachusetts business trust"). Under this arrangement, the Colonial
Trust's current Board of Trustees would oversee the Funds, instead of the
Company's Board of Directors, as is presently the case.
Q. HOW WILL LIBERTY'S ACQUISITION OF SGAM CORP. AFFECT ME AS A FUND
SHAREHOLDER?
A. Your Fund's investment objective and investment program would not change
as a result of the Acquisition or the Reorganization. You will still own the
same number of shares in the reorganized Fund. The terms of the new
investment management agreement will be substantially similar in all material
respects as those in the current investment management agreement, except with
respect to administrative services, which will be provided under a separate
administration agreement described in the enclosed Proxy Statement. You would
continue to receive investment advisory services from SGAM Corp.
Q. WHAT WILL HAPPEN IF THE REORGANIZATION IS NOT APPROVED BY A FUND'S
SHAREHOLDERS?
A. If shareholder approval of a Fund's Reorganization is not obtained,
Liberty may, at its option, elect either to (i) terminate the Purchase
Agreement and not purchase all of the outstanding shares of SGAM Corp., in
which case the existing investment management agreement and distribution plan
for that Fund would remain in effect and the current directors of the Company
would continue to serve until further notice, or (ii) complete the purchase
of all of the outstanding shares of SGAM Corp. and seek exemptive relief from
the Securities and Exchange Commission in order to permit SGAM Corp. to
continue to serve as that Fund's investment adviser under a new investment
management agreement, the terms of which would be substantially the same as
the terms of the current investment management agreement (except as discussed
more fully in the enclosed Proxy Statement), for a period of time while that
Fund continues to solicit proxies. In either case, or if the Reorganization
is not approved by the shareholders, the Company's Board of Directors will
take such action with respect to the future management of each Fund as it
deems to be in the best interests of that Fund and its shareholders.
Q. WILL THE INVESTMENT ADVISORY FEES BE THE SAME?
A. Yes, the fees paid by your Fund for investment advisory services under
the current contract will remain the same after the Reorganization.
However, as discussed below, after the Reorganization, each reorganized Fund
will enter into an administration agreement with Colonial Management under
which that Fund will pay a separate fee (which will be waived for a period of
at least two years after the Reorganization) for administrative services.
Q. WILL I INCUR ANY ADDITIONAL FEES OR EXPENSES AS A RESULT OF THE
ACQUISITION?
A. As a result of the Reorganization, each Fund will adopt a Rule 12b-1
Plan under which the Class A shares of that Fund could be assessed a fee of
up to 0.35% (although that fee would be voluntarily reduced to 0.25% for at
least two years) of average net assets per year for distribution-related
activities. If the voluntary reduction is reduced or eliminated, the maximum
fee that could be paid under this plan would reflect an increase of up to
0.10% over the maximum amount that can be paid under the current Class A Rule
12b-1 Plan of the Funds. Class I shares of SoGen International Fund and
SoGen Overseas Fund will continue to not be subject to any fees related to a
Rule 12b-1 Plan.
In addition, each reorganized Fund will enter into an administration
agreement with Colonial Management that will cover services that were
previously provided under its investment management agreement with SGAM
Corp., and each Fund will be responsible for providing a separate fee to
Colonial Management under that agreement (although that fee would be
voluntarily waived for a period of at least two years following the
Reorganization). See Exhibit C to the enclosed Proxy Statement for further
information regarding fees and expenses for each Fund.
Liberty and SGAM Corp. have agreed to waive certain management,
administration, transfer agency, and other fees so that the total operating
expenses of your Fund will not exceed the current total operating expenses of
the Fund during the first two years after the new investment management
agreements become effective.
Q. HOW DO THE BOARD MEMBERS OF MY FUND SUGGEST THAT I VOTE?
A. After careful consideration, the Board of Directors, on behalf of each
Fund, including a majority of those directors who are not affiliated with the
Funds or SGAM Corp., recommends that you vote in favor of the proposal on
the enclosed proxy card.
Q. WHOM DO I CALL FOR MORE INFORMATION ABOUT THE ACQUISITION AND THE
PROPOSED REORGANIZATION?
A. Please call (800) 334-2143.
ABOUT THE PROXY CARD
Because each Fund must vote separately, you are being sent a proxy card
for each Fund account that you have. If you have accounts with more than one
Fund in your name at the same address, you will receive separate proxy cards
for each account. Please vote all issues shown on each proxy card that you
receive. In addition to voting by returning your proxy card in the enclosed
envelope, you may also submit your vote by telephone, facsimile, or over the
Internet (www.proxyvote.com).
THANK YOU FOR SUBMITTING YOUR VOTE PROMPTLY.
ATTACHMENT II
INTERNAL USE ONLY- NOT FOR DISTRIBUTION
------------------------------------------------------------------------
The following series of Questions and Answers ("Qs'&As'") was prepared to
assist you in responding to inquiries on the upcoming Proxy on the
reorganization of SoGen International Fund, SoGen Overseas Fund, SoGen Gold
Fund, and SoGen Money Fund (the "Funds"), each a series of SoGen Funds, Inc.
(the "Company"). In addition to this information, you should familiarize
yourself with the entire Proxy package so that you are better prepared to
respond to all inquiries. We expect that we will receive a large number of
inquiries both from shareholders and investment specialists, especially
regarding the tenure of Jean-Marie Eveillard and the associate portfolio
managers. Please impress upon callers that Jean-Marie is not leaving the
Funds and has signed on as Portfolio Manager for at least another four
years.
The package is structured as follows:
Background Information
Questions & Answers taken directly from the Proxy mailing - questions 1-8
Questions & Answers relating to shareholders - questions 9-21
While we have attempted to separate the questions into appropriate sections
there will be overlaps so please read the entire package. On certain
questions we have provided an abbreviated answer, in italics, followed by a
longer and more detailed explanation. This may be sufficient to answer the
inquiry, but be prepared with the longer explanation if necessary.
Additional questions and answers will be incorporated into this document over
the next few weeks so make sure you have the latest version. Please bring
any questions that you cannot answer to the attention of your supervisor so
that we can determine if it should be included in this package.
Background Information:
On August 13, 1998, Societe Generale Asset Management S.A., the parent
company of Societe Generale Asset Management Corp. ("SGAM Corp.") the
investment adviser to the Funds, and Jean-Marie Eveillard, the Portfolio
Manager and part owner of SGAM Corp., entered into a stock purchase agreement
(the "Purchase Agreement") with Liberty Financial Companies, Inc.
("Liberty"), in which Liberty agreed to purchase all of the outstanding shares
of SGAM Corp. In the Proxy Statement, the shareholders of each Fund are
being asked to approve the reorganization of their Fund by voting on an
Agreement and Plan of Reorganization (the "Plan of Reorganization"). The
approval of the Plan of Reorganization is a condition to Liberty's obligation
under the Purchase Agreement to purchase the outstanding shares of SGAM Corp.
Liberty is a publicly traded (NYSE: L), diversified asset management
organization. It currently manages more than $54 billion of assets and its
operating companies include The Colonial Group, Inc., Stein Roe & Farnham
Inc., Keyport Life Insurance Company, and Liberty Asset Management Company,
among others.
In approving the Plan of Reorganization, the Proxy statement addresses the
following related issues:
1. Each Fund will be required to enter into a new investment management
agreement with SGAM Corp.
--This is necessary since there will be a change in control of SGAM Corp.
2. Adoption of a new 12b-1 Plan for the Class A shares in the applicable
SoGen Funds.
-- Currently the 12b-1 fees are 0.25% and will increase to 0.35%
following the reorganization to the Colonial Trust. However, Liberty
has agreed to waive this increase for 2 years.
3. Changing the status of the Company from a Maryland Corporation to a
Massachusetts Business Trust.
-- Currently SoGen's Board of Director's oversees the Funds; this will
allow Colonial's Board of Trustees to oversee the Funds.
SoGen Funds, Inc., currently consists of the following four portfolios:
- SoGen International Fund
- SoGen Overseas Fund
- SoGen Gold Fund
- SoGen Money Fund
The proposal is to have the first three portfolios each become a separate
'series' in the series of portfolios under Colonial Trust II and to reorganize
SoGen Money Fund into the existing Colonial Money Market Fund, a current
portfolio of Colonial Trust II.
Current structure: Proposed structure:
SoGen Funds, Inc. Colonial Trust II
- ------------------- -------------------
SoGen International Fund SoGen International Fund
SoGen Overseas Fund SoGen Overseas Fund
SoGen Gold Fund SoGen Gold Fund
SoGen Money Market Fund ---------------------------------
Colonial Money Market Fund
1. WHAT IS HAPPENING?
The Investment Advisor to the SoGen Funds is in contract to be purchased by
Liberty Financial Companies, Inc. In addition to this purchase, there is a
plan to have the SoGen International, SoGen Overseas and SoGen Gold Funds
reorganized and become part of the Colonial family of funds. The SoGen
Money Fund would be merged into the Colonial Money Market Fund.
--------------------------------------------
Societe General Asset Management, S.A., ("SGAM S.A."), the parent company
of Societe Generale Asset Management Corp. ("SGAM Corp."), the investment
adviser for SoGen Funds, Inc. (the "Company"), and its president, a
director and minority shareholder of SGAM Corp., Jean-Marie Eveillard, have
entered into a stock purchase agreement (the "Purchase Agreement") with
Liberty Financial Companies, Inc. ("Liberty") dated as of August 13, 1998
providing for the sale of all of the outstanding shares of SGAM Corp. to
Liberty (the "Acquisition").
The Purchase Agreement anticipates that each Fund will be reorganized into
a newly-created series of Colonial Trust II (the "Colonial Trust") that has
the same investment objective as, and substantially similar policies to,
the corresponding Fund (the "Reorganization").
The Colonial Trust is an open-end investment company consisting of six
separate investment portfolios for which Colonial Management Associates,
Inc. ("Colonial Management"), an indirect subsidiary of Liberty, serves as
the Administrator. If the Reorganization is approved, and the Acquisition
takes place, SGAM Corp., under a new name, would continue to serve as the
investment adviser to your Fund.
2. WHAT AM I BEING ASKED TO APPROVE?
The Plan of Reorganization - in which the SoGen International, SoGen
Overseas and SoGen Gold Funds become part of the Colonial family of funds
and the SoGen Money Fund is merged into the Colonial Money Market Fund.
Implicit in the 'Plan of Reorganization' are the following items
-- adoption of a new Distribution or 12b-1 Plan for the Class A shares and
--- The conversion of SoGen Funds Inc. from a Maryland Corporation to a
Massachusetts Business Trust, under which the Colonial Board of Trustees
would oversee the Funds
Neither of these items appear as separate items on the proxy ballot.
--------------------------------------
As explained in the proxy materials, you are being asked to approve an
Agreement and Plan of Reorganization (the "Plan") for each Fund in which
you are a shareholder. By approving the Plan, you would also be approving
the following related actions.
First, as a result of the Acquisition and the contemplated Reorganization,
each Fund would be required to enter into a new investment management
agreement with SGAM Corp. This action is necessary because, as a result of
the Acquisition, there will be a change in control of SGAM Corp. The
federal Investment Company Act of 1940 (the "1940 Act"), which governs the
activities of mutual funds, requires shareholder approval of a management
agreement whenever there is a change in control of a fund's investment
adviser. In addition, in case the Reorganization is approved by
shareholders, but does not occur until after the Acquisition takes place,
an Interim Management Agreement, substantially identical to the current
advisory agreement, would also be approved as part of the Reorganization.
Second, the Reorganization would also result in the adoption of a new plan
of distribution pursuant to Rule 12b-1 of the 1940 Act ("Rule 12b-1 Plan")
for the Class A shareholders of each Fund.
Third, as a result of the Reorganization, you would also be voting in favor
of the conversion of your Fund from operating as part of a corporation
organized under the laws of Maryland (a "Maryland corporation") to
operating as part of a business trust organized under the laws of
Massachusetts (a "Massachusetts business trust"). Under this arrangement,
the Colonial Trust's current Board of Trustees would oversee the Funds,
instead of the Company's Board of Directors, as is presently the case.
3. HOW WILL LIBERTY'S ACQUISITION OF SGAM CORP. AFFECT ME AS A FUND
SHAREHOLDER?
-- The investment objective and investment program would not change
-- you will still own the same number of shares in the reorganized Fund
--------------------------------------------
Your Fund's investment objective and investment program would not change as
a result of the Acquisition or the Reorganization. You will still own the
same number of shares in the reorganized Fund. The terms of the new
investment management agreement will be substantially similar in all
material respects as those in the current investment management agreement,
except with respect to administrative services, which will be provided
under a separate administration agreement described in the enclosed Proxy
Statement. You would continue to receive the same level of investment
advisory services that you have received from SGAM Corp. in the past.
4. WHAT WILL HAPPEN IF THE REORGANIZATION IS NOT APPROVED BY A FUND'S
SHAREHOLDERS?
Liberty may:
- terminate the Purchase Agreement
- complete the purchase of SGAM Corp. and request that the SEC
allow SGAM Corp. to continue as Investment Advisor until the
required votes are obtained to approve the reorganization
-------------------------------------
If shareholder approval of a Fund's Reorganization is not obtained, Liberty
may, at its option, elect either to (i) terminate the Purchase Agreement
and not purchase all of the outstanding shares of SGAM Corp., in which case
the existing investment management agreement and distribution plan for that
Fund would remain in effect and the current directors of the Company would
continue to serve until further notice, or (ii) complete the purchase of
all of the outstanding shares of SGAM Corp. and seek exemptive relief from
the Securities and Exchange Commission in order to permit SGAM Corp. to
continue to serve as that Fund's investment adviser under a new investment
management agreement, the terms of which would be substantially the same as
the terms of the current investment management agreement (except as
discussed more fully in the enclosed Proxy Statement), for a period of time
while that Fund continues to solicit proxies. In either case, or if the
Reorganization is not approved by the shareholders, the Company's Board of
Directors will take such action with respect to the future management of
each Fund as it deems to be in the best interests of that Fund and its
shareholders.
5. WILL THE INVESTMENT ADVISORY FEES BE THE SAME?
Yes, the fees paid by your Fund for investment advisory services under the
current contract will remain the same after the Reorganization for a period
of at least two years.
----------------------------------------
Yes, the fees paid by your Fund for investment advisory services under the
current contract will remain the same after the Reorganization. However,
as discussed below, after the Reorganization, each reorganized Fund will
enter into an administration agreement with Colonial Management under which
that Fund will pay a separate fee (which will be waived for a period of at
least two years after the Reorganization) for administrative services.
6. WILL I INCUR ANY ADDITIONAL FEES OR EXPENSES AS A RESULT OF THE
ACQUISITION?
Each Fund will adopt a Rule 12b-1 Plan under which the Class A shares of
that Fund could be assessed a fee of up to 0.35% (although that fee would
be voluntarily reduced to 0.25% for at least two years)
Class I shares of SoGen International and SoGen Overseas Fund are not
subject to any fees related to a 12b-1 Plan.
It has been agreed that for two years following the Reorganization the
total operating expenses will not exceed the current total operating
expenses.
---------------------------------
As a result of the Reorganization, each Fund will adopt a Rule 12b-1 Plan
under which the Class A shares of that Fund could be assessed a fee of up
to 0.35% (although that fee would be voluntarily reduced to 0.25% for at
least two years) of average net assets per year for distribution-related
activities. If the voluntary reduction is reduced or eliminated, the
maximum fee that could be paid under this plan would reflect an increase of
up to 0.10% over the maximum amount that can be paid under the current
Class A Rule 12b-1 Plan of the Funds. Class I shares' of the SoGen
International Fund and SoGen Overseas Fund will continue to not be subject
to any fees related to a Rule 12b-1 Plan.
In addition, each reorganized Fund will enter into an administration
agreement with Colonial Management that will cover services that were
previously provided under its investment management agreement with SGAM
Corp., and each Fund will be responsible for providing a separate fee to
Colonial Management under that agreement (although that fee would be
voluntarily waived for a period of at least two years following the
Reorganization). See Exhibit C to the enclosed Proxy Statement for further
information regarding fees and expenses for each Fund.
Liberty and SGAM Corp. have agreed to waive certain management,
administration, transfer agency, and other fees so that the total operating
expenses of your Fund will not exceed the current total operating expenses
of the Fund during the first two years after the new investment management
agreements become effective.
7. HOW DO THE BOARD MEMBERS OF MY FUND SUGGEST THAT I VOTE?
After careful consideration, the Board of Directors, on behalf of each
Fund, including a majority of those directors who are not affiliated with
the Funds or SGAM Corp. recommends that you vote in favor of the proposal
on the enclosed proxy card.
8. WHOM DO I CALL FOR MORE INFORMATION ABOUT THE ACQUISITION AND THE
PROPOSED REORGANIZATION?
Please call: 800-794-6889 (This is the SCC information line)
9. ABOUT THE PROXY CARD
Because each Fund must vote separately, you are being sent a proxy card for
each Fund account that you have. Please vote all issues shown on each
proxy card that you receive. In addition to voting by returning your proxy
card in the enclosed envelope, you may also submit your vote by telephone,
facsimile, or over the Internet at www.proxyvote.com.
Shareholder Section
10. WILL "SOGEN" REMAIN AS PART OF THE FUNDS NAME?
We expect that "SoGen" will remain as part of the name of the newly
incorporated funds in the short term but will be replaced within a year.
At this time we do not know what the new name will be.
11. IS THIS A TAXABLE EVENT?
No. The Reorganization is a tax-free reorganization under the Internal
Revenue Code of 1986, as amended.
The price per share of the reorganized Fund will equal that of the
particular SoGen Fund immediately prior to the reorganization.
12. WILL THIS AFFECT THE EXPENSES OF THE FUND?
We do not anticipate any change in the expenses of the Funds for the next
two years.
As stated in the proxy, the new 12B-1 Distribution Plan allows for 0.35%
fee but the current rate of 0.25% will remain in effect for the next two
years.
13. HOW MANY PROPOSALS ARE CONTAINED IN THE PROXY?
The proxy ballot contains one (1) item for consideration the:
"Agreement and Plan of Reorganization"
You are asked to vote on this one issue.
14. HOW DO I VOTE MY SHARES?
There are four ways in which an individual can vote their proxy:
1. Return the ballot in the enclosed prepaid envelope
2. Vote through the Internet at www.proxyvote.com
3. Vote by phone, by calling the vote line: (800) 690-6903
4. By Faxing your completed card to: (800) 733-1885
You will need your authorized control number, which is printed on the card,
in order to vote by phone or Internet.
15. WHEN WILL THE MEETING TAKE PLACE?
The meeting for the shareholders of the SoGen International, SoGen Gold
and SoGen Overseas Funds, is scheduled for Friday December 18, 1998 at
3:00 PM.
The meeting for the shareholders of the SoGen Money Fund is scheduled for
Wednesday December 30, 1998 at 3:00 p.m.
Both meetings will take place at the offices of the Company:
1221 Avenue of the Americas, 8th Floor,
New York, New York 10020
16. HOW DO I VOTE IF I OWN SHARES IN MORE THAN ONE ACCOUNT?
A separate ballot card, reflecting the number of shares held, will be
issued for each account. You are requested to vote and return each card.
17. WHEN CAN I GET A PROSPECTUS ON THE NEW FUNDS?
We do not have any information on the availability of a prospectus at this
time.
18. WHO WILL PAY FOR THE COST OF THE PROXY?
Liberty Financial Companies, Inc. will pay for the cost of the proxy.
19. WHAT WILL HAPPEN TO THE SHARES IN MY ACCOUNT?
- You will retain the same number of shares that you currently have
- they will be converted into the new Colonial Fund at the appropriate time
- you will receive notification of what is happening but at this time we
do not know when that notification will take place
20. IN THE PROXY YOU STATE THAT THE FUNDS WILL BE ORGANIZED AS A
MASSACHUSETTS TRUST AND NOT AS CURRENTLY, A CORPORATION. WHAT IS THE
DIFFERENCE?
Under the Trust, a trustee serves their term until the next meeting of the
shareholders called for the purpose of electing trustees. Under the
Company's by-laws the director holds office until his successor is elected
or he terminates his term.
The voting rights of the shareholders are substantially the same for both
entities.
With Maryland Corporations, the personal liability of individual
shareholders is limited by statute. Under certain circumstance, the
shareholders of a Massachusetts Trust may be liable as partners for the
obligations of the trust. However, the Colonial Trust's charter expressly
disclaims the liability of its shareholders and provides protection for
any shareholder held personally liable for the obligations of the Trust.
A more detailed discussion of the differences appears on page 10 of the
Proxy.
21. WILL I RETAIN THE SAME ACCOUNT NUMBER?
No. Because your account is moving onto a different processing system your
account number will change. You will be informed of the new account
number prior to the transfer of shares taking place.
22. WILL THE LOAD STRUCTURE REMAIN THE SAME?
No. The Colonial Trust offers Class A, B, C and Z shares. The front end
load structure of the Colonial Class A shares is up to 5.75% of the
offering price, while the current load of the SoGen class A is up to 3.75%
of the offering price.
Please see page 7 of the proxy for more details.
Important Dates
Record Date: October 30, 1998
Proxy materials mailed: The week of November 23, 1998
Shareholders' Meeting: December 18, 1998
Money Fund Meeting: December 30, 1998
Important Phone Numbers
Proxy Voting Line 800-690-6903
Shareholder Communications 800-794-6889
Corp (SCC) Proxy Information Line
Liberty Funds Services Line 800-345-6611