Additional Qs&As ------------------------------------ 22. Will the SoGen No. Only the SoGen Money Fund is International, Gold and Overseas being merged with a Colonial Fund, Funds be merged or in any way i.e. the Colonial Money Market combined with other Colonial Fund. Funds? The SoGen International, Gold and Overseas Funds will remain distinct from other Colonial Funds and their investment objectives will not change. The fact that they are part of a Colonial Trust does not mean that they will be merged with existing Colonial Funds. - -------------------------------------------------------------------------- 23. Why Are there two Interim The SoGen International Fund and Investment Advisory Contracts? the SoGen Overseas and Gold Funds (Exhibit F) have different advisory fees, as noted in section 4 (Compensation of the Advisor) of the contracts. The contract for the SoGen International Fund was drawn up in 1978, while the contract for the SoGen Overseas and Gold Funds was drawn up in 1993. Each contract contains slightly different legal phrasing. Therefore we are required to prepare two `interim' contracts. - -------------------------------------------------------------------------- 24. Can I exchange into other You will be able to exchange into funds offered by Colonial? the funds offered by Colonial, Stein Roe Advisor, Newport and Crabbe Huson fund families which are distributed by Liberty Funds Distributor, Inc. There is no exchange provision into the Stein Roe No-Load series of funds. - -------------------------------------------------------------------------- 25. Why do I need to call Liberty The personnel at the Liberty to get more information on their Service Center are more informed on Funds and their class of shares? the nature and policies of their funds and are far better equipped to answer all of your questions. Information regarding Colonial and other related matters will be sent to shareholders once the reorganization has been approved. - -------------------------------------------------------------------------- 26. Why can't SoGen tell me if It is simply too expensive and there is a state and local tax lengthy a task to investigate every implication to this reorganization? state and local tax regulation and issue an opinion on each one. You should consul your tax adviser regarding state and local tax issues. Legal counsel has expressed the opinion that this is a Federally tax-free reorganization, and while it does not know of any consequence, it has not made any investigation on the state or local level. - ------------------------------------------------------------------------- 27. Why should I vote for this While we cannot advise you on how reorganization? you should vote, you may wish to consider the following: - The Investment Advisor is under agreement to be purchased by Liberty Financial and the best way to retain the services of the Advisor is to approve the reorganization. - The Board of Directors has voted in favor of this proposal. The additional research capability of the Liberty organization could enhance the research material available to the Funds. - This reorganization provides shareholders a wider range of investment options than are currently available within the SoGen Family such as additional classes of shares and the ability to exchange into other funds made available by Liberty. - The wider distribution network of Liberty Financial may provide increased investment in the Funds and help grow assets. - ------------------------------------------------------------------------- 28. Why is the Investment Adviser The background to answer that being sold? question is as follows: Societe Generale is one of the largest banks in France and has an asset management subsidiary titled Societe Generale Asset Management, S.A. This asset management division is, in turn, a majority shareholder of SGAM Corp., which is the investment advisor to the SoGen Funds. Societe Generale Asset Management, S.A. has determined that it no longer wishes to maintain a presence in the retail mutual fund business in the US. As such, it has entered into an agreement with Liberty to purchase SGAM Corp. That is why the Investment Adviser is being sold. - --------------------------------------------------------------------------- 29. Why are the Sales Load being The simple answer is that the increased and will the 12B-1 fees increase in the Sales Load is go to 0.35%? designed to bring the reorganized funds into line with the other funds in the Colonial family. The current 12B-1 fee of 0.25% will be maintained for two years and while the majority of Colonial Funds maintain the ability to increase the 12B-1 fee to 0.35%, they have not done so and the fee remains at 0.25%. - --------------------------------------------------------------------------- 30. Does the conversion from a The risk of Fund shareholders being Maryland Corp. to a Massachusetts personally liable as partners for Business Trust expose shareholders the obligations of the trust is to personal liability? extremely small. Today, hundreds of other mutual funds are organized as a Massachusetts Business Trust and there has never been a case where the courts have found Fund shareholders liable under any circumstances. The Colonial Trust contains a charter that requires the trust to maintain insurance policies, fidelity bonds and indemnification clauses that further protect shareholders against liability of the Fund. - --------------------------------------------------------------------------