UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary proxy statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-12
COLUMBIA FUNDS SERIES TRUST I
(Name of Registrant as Specified in its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction
applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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COLUMBIA REAL ESTATE EQUITY FUND
One Financial Center, Boston, Massachusetts 02111
866-492-5763
Dear Shareholder:
I am writing to you to ask for your vote on a proposal to change the
classification of Columbia Real Estate Equity Fund (the "Fund") from
"diversified" to "non-diversified." This change would permit the Fund to invest
more of its assets in the securities of fewer issuers. If approved, the Fund
will be able to act as "non-diversified" fund immediately after the shareholder
meeting.
Included in this booklet is information about the upcoming meeting of
shareholders of the Fund (the "Meeting"), including:
o A NOTICE OF SPECIAL MEETING OF SHAREHOLDERS, which summarizes the issue
on which you are being asked to vote; and
o A PROXY STATEMENT, which provides more detailed information about that issue.
Although we would like very much to have each shareholder attend the
Meeting, we realize that it may not be possible. Whether or not you plan to be
present, we need your vote. We urge you to record your voting instructions by
telephone, via the Internet or by completing, signing and returning the enclosed
proxy card promptly. A postage-paid envelope is enclosed for mailing, and
telephone and Internet voting instructions are listed at the top of your proxy
card.
THE TRUSTEES OF THE FUND UNANIMOUSLY RECOMMEND THAT YOU VOTE FOR THE PROPOSAL.
YOUR VOTE IS IMPORTANT. A PROMPT RESPONSE ON YOUR PART WILL HELP TO ENSURE
THAT YOUR INTERESTS ARE REPRESENTED. IF YOU HAVE ANY QUESTIONS ABOUT THE
PROPOSAL, PLEASE CALL A CUSTOMER SERVICE REPRESENTATIVE AT 866-492-5763 OR
CONTACT YOUR FINANCIAL ADVISOR.
Sincerely yours,
Christopher L. Wilson
President
November 28, 2007
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON FEBRUARY 1, 2008
COLUMBIA REAL ESTATE EQUITY FUND
A series of Columbia Funds Series Trust I
(the "Fund")
One Financial Center
Boston, Massachusetts 02111
866-492-5763
To the Shareholders of the Fund:
NOTICE IS HEREBY GIVEN that a special meeting of shareholders of the
fund (the "Meeting") will be held at the offices of the Fund at One Financial
Center, Boston, Massachusetts, on February 1, 2008, at 2:00 p.m. Boston time.
The purpose of the Meeting is to consider and act upon the following matter:
1. A proposal to change the classification of the Fund from "diversified" to
"non-diversified," as such terms are defined under the Investment Company
Act of 1940, as amended.
Shareholders of record of the Fund at the close of business on November
15, 2007 are entitled to notice of, and to vote at, the Meeting and any
adjourned or postponed sessions thereof.
THE TRUSTEES OF THE FUND UNANIMOUSLY RECOMMEND THAT YOU VOTE FOR THE PROPOSAL.
By order of the Board of
Trustees,
James R. Bordewick, Jr.
Secretary of the Fund
November 28, 2007
NOTICE: YOUR VOTE IS IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES YOU OWN.
PLEASE SEE THE ENCLOSED PROXY STATEMENT AND OTHER MATERIALS FOR INSTRUCTIONS ON
HOW TO VOTE EASILY AND QUICKLY. YOUR VOTE IS IMPORTANT TO US REGARDLESS OF THE
NUMBER OF SHARES THAT YOU OWN.
PROXY STATEMENT
FOR THE SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON FEBRUARY 1, 2008
COLUMBIA REAL ESTATE EQUITY FUND
A Series of Columbia Funds Series Trust I
(the "Fund")
One Financial Center
Boston, Massachusetts 02111
866-492-5763
This proxy statement (the "Proxy Statement") is being furnished in
connection with the solicitation of proxies by the Board of Trustees (the
"Board") of Columbia Funds Series Trust I (the "Trust") for use at the special
meeting of shareholders of the Fund (the "Meeting") to be held at the offices of
the Fund, One Financial Center, Boston, Massachusetts, on February 1, 2008, at
2:00 p.m. Boston time, and at any adjourned sessions thereof. The notice of
special meeting of shareholders, this Proxy Statement and the enclosed proxy
card are first being mailed, or otherwise being made available, to shareholders
on or about November 28, 2007. Please read this Proxy Statement carefully and
keep it for future reference.
This Proxy Statement contains information you should know before voting on
the proposal. As described in greater detail below, the Fund is seeking to
change its classification from "diversified" to "non-diversified," as such terms
are defined under the Investment Company Act of 1940, as amended (the "1940
Act"). This would permit the Fund to invest more of its assets in the securities
of fewer issuers. At the Meeting, shareholders will consider the following
matters:
1. A proposal to change the classification of the Fund from diversified" to
"non-diversified," as such terms are defined under the 1940 Act.
2. Any other business as may properly come before the Meeting, or any adjourned
or postponed sessions thereof.
Timely, properly executed proxies will be voted as you instruct. If no
specification is made with respect to the proposal, shares will be voted in
accordance with the recommendation of the Board. The solicitation is being made
primarily by the mailing of this Proxy Statement and the accompanying proxy
card. Supplemental solicitations of proxies may be made by personal interview,
mail, telephone, facsimile or e-mail by officers and trustees of the Trust,
officers and employees of Columbia Management Advisors, LLC ("Columbia
Management") and other representatives of the Fund, as described below. The
costs incurred in connection with the solicitation of proxies, the costs of
holding the Meeting (including any adjourned or postponed sessions thereof), and
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other expenses associated with obtaining the approval of the shareholders of the
Fund will be borne equally by the Fund and Columbia Management.
Shareholders of record at the close of business on November 15, 2007 (the
"Record Date") are entitled to receive notice of, and to vote at, the Meeting
and any adjournments or postponements thereof. Shareholders of the Fund on the
Record Date shall be entitled to a number of votes on any matter on which they
are entitled to vote equal to the net asset value of the share (or fractional
share) in U.S. dollars determined at the close of business on the Record Date
(for example, a share having a net asset value of $10.50 would be entitled to
10.5 votes).
It is expected that the solicitation of proxies will be primarily by mail.
Officers and service providers of the Trust and/or Bank of America also may
solicit proxies by telephone or otherwise. Computershare Fund Services
("Computershare") has been engaged to assist in the distribution of proxy
materials and solicitation of votes. For its services, Computershare will
receive a fee of approximately [$_______] including expenses.
PROPOSAL 1: TO CHANGE THE CLASSIFICATION OF THE FUND FROM "DIVERSIFIED" TO
"NON-DIVERSIFIED"
As described in more detail below, the Board recommends that shareholders
approve a change in the classification of the Fund from "diversified" to
"non-diversified," as such terms are defined under the 1940 Act. Generally, a
"non-diversified" fund may invest a greater percentage of its total assets in
the securities of fewer issuers than may a "diversified" fund. The Fund is
seeking shareholder approval to change its classification to "non-diversified"
because Columbia Management believes that the Fund will benefit from the
additional investment flexibility afforded by such classification. In addition,
because its classification as "diversified" is a fundamental investment
restriction, the Fund may change its classification only with shareholder
approval.
BACKGROUND
The Fund operates as a "diversified" fund for purposes of Section 5(b) of
the 1940 Act. Under Section 5(b)(1) of the 1940 Act, a "diversified" fund must
have at least 75 percent of the value of its total assets in cash and cash items
(including receivables), Government securities, securities of other investment
companies, and other securities. For the purposes of this calculation, the fund
may not count securities of a single issuer that represents more than 5 percent
of the fund's total assets or securities that constitute more than 10 percent of
the issuer's outstanding voting securities. The Fund also maintains a
fundamental policy that states that the Fund may not purchase securities (except
securities issued or guaranteed by the U.S. Government, its agencies or
instrumentalities) of any one issuer if, as a result, more than 5% of its total
assets will be invested in the securities of such issuer or it would own more
than 10% of the voting securities of such issuer, except that: (a) up to 25% of
its total assets may be invested without regard to these limitations and (b) the
Fund's assets may be invested in the securities of one or more management
investment companies to the extent permitted by the 1940 Act, the rules and
regulations thereunder, or any applicable exemptive relief.
2
The Fund is also subject to certain additional diversification requirements
under the Internal Revenue Code of 1986, as amended (the "Code"). With respect
to 50% of the Fund's total assets, the Fund may not invest more than 5% of its
total assets in any one issuer and may not purchase more than 10% of the
outstanding voting securities of any one issuer. With respect to the remaining
50% of the Fund's total assets, the Fund may not invest more than 25% of its
assets in any one issuer. Even if this proposal is approved, the Fund will
continue to be subject to the Code's diversification requirements with respect
to regulated investment companies.
Columbia Management is seeking the flexibility to invest more of the Fund's
assets in the securities of fewer issuers. Columbia Management believes this
flexibility will allow the Fund to better pursue its investment objective of
seeking capital appreciation and above-average income by investing, under normal
market conditions, at least 80% of its net assets (plus any borrowings for
investment purposes) in stocks of companies principally engaged in the real
estate industry, including real estate investment trusts (REITs). Furthermore,
the Fund's peer group, the Morningstar Specialty Real Estate Funds Category, is
composed of similar real estate-related funds, many of which are classified as
"non-diversified" under the 1940 Act. In addition, at its October 11, 2007
meeting, the Board approved the merger of the Fund and Excelsior Real Estate
Fund, a fund classified as "non-diversified" subject to approval by shareholders
of Excelsior Real Estate Fund. Even if the proposal to change the Fund's
classification to "non-diversified" is approved by shareholders of the Fund,
Columbia Management may or may not operate the Fund as a "non-diversified" fund,
depending on its assessment of the investment opportunities available to the
Fund from time to time.
A "non-diversified" fund generally may invest a greater percentage of its
total assets in the securities of fewer issuers than a "diversified" fund. This
increases the risk that a change in the value of any one investment held by a
"non-diversified" fund could affect the overall value of such fund more than it
would affect that of a diversified fund holding a greater number of investments.
Accordingly, a "non-diversified" fund's value will likely be more volatile than
the value of more diversified funds.
REQUIRED VOTE
Approval of the proposed change requires the affirmative vote of a
"majority of the outstanding voting securities" of the Fund. A "majority of the
outstanding voting securities" of the Fund means the vote of (i) 67% or more of
the Fund's shares present at the Meeting, if the holders of more than 50% of the
outstanding shares of the Fund are represented at the Meeting in person or by
proxy, or (ii) more than 50% of the Fund's outstanding shares, whichever is
less. Only shareholders of record on November 15, 2007, may vote.
If shareholders approve the proposed change, it will take effect
immediately after the Meeting. If the proposed change is not approved, the Fund
will continue to operate as a diversified fund.
THE TRUSTEES OF THE FUND UNANIMOUSLY RECOMMEND THAT YOU VOTE FOR THE PROPOSAL.
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Certain additional information regarding Columbia Management and the
Meeting is presented below.
MANAGEMENT
Columbia Management, located at 100 Federal Street, Boston, Massachusetts
02110, is the Fund's investment adviser and provides administrative and other
services to the Fund. Columbia Management is a direct, wholly owned subsidiary
of Columbia Management Group, LLC ("CMG"), which in turn is a direct, wholly
owned subsidiary of Bank of America, which in turn is a wholly owned banking
subsidiary of Bank of America Corporation, a financial services holding company
organized as a Delaware corporation. Columbia Management, a registered
investment adviser, has been an investment advisor since 1995. Columbia
Management Distributors, Inc. ("CMD"), a registered broker/dealer and a member
of the Financial Industry Regulatory Authority, is located at One Financial
Center Boston, MA 02111. CMD is the principal underwriter for the Fund, and is
authorized under a distribution agreement to sell shares of the Fund.
OTHER BUSINESS
The only business that management of the Fund intends to present or knows
that others will present is the proposal set forth herein. If any other matters
properly come before the Meeting, and on all matters incidental to the conduct
of the Meeting, the persons named as proxies intend to vote the proxies in
accordance with their judgment, unless the Secretary of the Fund has previously
received written contrary instructions from the shareholder entitled to vote the
shares.
OUTSTANDING SHARES AND PRINCIPAL SHAREHOLDERS
For each class of the Fund's shares entitled to vote at the Meeting, the
number of shares outstanding as of November 15, 2007 was as follows:
Share Class Number of Shares Outstanding
and Entitled to Vote
- ------------------------------------------- ------------------------------------
- ------------------------------------------- ------------------------------------
Class A
- ------------------------------------------- ------------------------------------
Class B
- ------------------------------------------- ------------------------------------
- ------------------------------------------- ------------------------------------
Class C
- ------------------------------------------- ------------------------------------
- ------------------------------------------- ------------------------------------
Class Z
- ------------------------------------------- ------------------------------------
- ------------------------------------------- ------------------------------------
Total
Exhibit A shows the name, address and share ownership of each person known
to the Trust to own beneficially or of record 5% or more of a class of the Fund
as of October 31, 2007. For purposes of the 1940 Act, any person who owns
directly or through one or more controlled companies more than 25% of the voting
securities of a company is presumed to "control" such company. Accordingly, to
the extent that a shareholder identified in Exhibit A is identified as the
holder of more than 25% of the Fund and has voting and/or investment power, it
may be presumed to control the Fund.
4
The trustees and officers of the Fund, in the aggregate, owned less than 1%
of any class of the Fund's outstanding shares as of October 31, 2007.
INFORMATION ABOUT THE MEETING AND THE VOTING AND TABULATION OF PROXIES
All proxies solicited by or on behalf of the Board that are properly
executed and returned in time to be voted at the Meeting will be voted at the
Meeting as instructed on the proxy. If no instructions are given, the proxy will
be voted in favor of the proposal.
Any proxy may be revoked at any time prior to its being exercised by
written notification received by the Fund's Secretary prior to the Meeting, by
the execution of a later dated proxy, or by attending the Meeting and voting in
person. Merely attending the Meeting without voting will not revoke an otherwise
valid proxy.
Votes cast in person or by proxy at the Meeting will be counted by persons
appointed by the Fund as tellers for the Meeting (the "Tellers"). Thirty percent
(30%) of the shares of the Fund outstanding on the Record Date and entitled to
vote, present at the Meeting in person or represented by proxy, constitutes a
quorum for the transaction of business by the shareholders of the Fund.
In determining whether a quorum is present, the Tellers will count shares
represented by proxies that reflect abstentions or "broker non-votes," as shares
that are present and entitled to vote. Abstentions and broker non-votes have the
effect of a vote "against" the proposal. "Broker non-votes" are shares held by
brokers or nominees as to which (i) the broker or nominee does not have
discretionary voting power, and (ii) the broker or nominee has not received
instructions from the beneficial owner or other person who is entitled to
instruct how the shares will be voted.
ADJOURNMENTS
If a quorum is not present at the Meeting, the Meeting will be adjourned to
permit further solicitation of proxies. In the event that a quorum is present at
the Meeting but sufficient votes to approve the proposal have not been received,
the persons named as proxies may propose one or more adjournments of the Meeting
to permit further solicitation of proxies. Any such adjournment will require the
affirmative vote of a majority of the shares voted at the Meeting (without
regard to abstentions and broker non-votes). If a quorum is present, the persons
named as proxies will vote those proxies that entitle them to vote for the
proposal in favor of adjournment and will vote those proxies that require them
to vote against the proposal against adjournment.
SUBMISSION OF PROPOSALS FROM SHAREHOLDERS AT FUTURE MEETINGS
The Fund does not regularly hold annual shareholder meetings, but may from
time to time schedule special meetings. In accordance with the regulations of
the Securities and Exchange Commission, in order to be eligible for inclusion in
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the Fund's proxy statement for such a meeting, a shareholder proposal must be
received a reasonable time before the Fund prints and mails its proxy statement.
You may submit shareholder proposals c/o the Secretary of the Fund, One
Financial Center, Boston, Massachusetts 02111.
OTHER INFORMATION
Additional information about the Fund is available in its prospectus and
statement of additional information and annual and semi-annual reports to
shareholders. The Fund has previously sent its most recent annual and semiannual
report to shareholders. You can get free copies of these documents by writing or
calling the Fund's transfer agent or visiting the Fund's website at:
Columbia Management Services, Inc.
P.O. Box 8081
Boston, MA 02206-8081
1-800-345-6611
www.columbiafunds.com
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Exhibit A
OUTSTANDING SHARES AND PRINCIPAL SHAREHOLDERS
As of October 31, 2007
- ----------------------------------------------------------- ---------------- ---------------------------------
Name and Address of Beneficial Class of Number of Shares Percentage of
Owner Shares Class
- ----------------------------------------------------------- ---------------- ---------------------------------
- ----------------------------------------------------------- ---------------- ---------------------------------
Charles Schwab & Co Inc. A 325,905.5290 26.28
Special Custody Account for
Exclusive Benefit
of Customers
Attn: Mutual Funds
101 Montgomery Street
San Francisco CA 94104-4151
- ----------------------------------------------------------- ---------------- ---------------------------------
- ----------------------------------------------------------- ---------------- ---------------------------------
Bank of America NA Z 4,540,601.8160 27.04
Attn: Joan Wray/Funds Accounting
411 N Akard Street
Dallas TX 75201-3307
- ----------------------------------------------------------- ---------------- ---------------------------------
- ----------------------------------------------------------- ---------------- ---------------------------------
Charles Schwab & Co Inc. Z 3,355,696.7140 19.99
Special Custody Account for
Exclusive Benefit
of Customers
Attn: Mutual Funds
101 Montgomery Street
San Francisco CA 94104-4151
- ----------------------------------------------------------- ---------------- -
PROXY CARD
EVERY SHAREHOLDER'S VOTE IS IMPORTANT!
VOTE THIS PROXY CARD TODAY!
THREE CONVENIENT WAYS TO VOTE YOUR PROXY.
YOU CAN VOTE YOUR PROXIES OVER THE INTERNET, BY
TELEPHONE OR BY FAX - IT'S EASY AND CONFIDENTIAL.
INTERNET, TELEPHONE AND FAX VOTING ARE AVAILABLE
24 HOURS A DAY, SEVEN DAYS A WEEK.
IF YOU ARE VOTING BY INTERNET, TELEPHONE OR FAX,
YOU SHOULD NOT MAIL YOUR PROXY CARD.
VOTE BY INTERNET:
- READ THE PROXY STATEMENT AND HAVE YOUR PROXY
CARD AVAILABLE.
- GO TO [[________________]] AND
FOLLOW THE ON SCREEN DIRECTIONS.
VOTE BY TELEPHONE:
- READ THE PROXY STATEMENT AND HAVE YOUR PROXY
CARD AVAILABLE.
- WHEN YOU ARE READY TO VOTE, CALL TOLL FREE
[[------------]].
- FOLLOW THE RECORDED INSTRUCTIONS PROVIDED TO
CAST YOUR VOTE.
VOTE BY FAX:
- FAX YOUR EXECUTED PROXY TO US TOLL FREE AT
[[______________________]] ANYTIME.
IF YOU HAVE ANY QUESTIONS OR CONCERNS, PLEASE CALL
[[_______________]] FROM [[9:00 A.M. TO 11:00 P.M.]] EASTERN TIME
MONDAY THROUGH FRIDAY, AND SATURDAYS FROM [[12:00 P.M. TO
6:00 P.M.]]
YOU MAY RECEIVE ADDITIONAL PROXIES FOR OTHER
ACCOUNTS. THESE ARE NOT DUPLICATES; YOU SHOULD
SIGN AND RETURN EACH PROXY IN ORDER FOR YOUR VOTES
TO BE COUNTED.
Please detach at perforation before mailing.
COLUMBIA MANAGEMENT PROXY
COLUMBIA FUNDS SERIES TRUST I
COLUMBIA REAL ESTATE EQUITY FUND
SPECIAL MEETING OF SHAREHOLDERS TO BE HELD FEBRUARY 1, 2008
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES. The signers of this
proxy hereby appoint each of James R. Bordewick, Jr., Michael G. Clarke, J.
Kevin Connaughton, Peter T. Fariel, Ryan C. Larrenaga, Julie B. Lyman, and
Christopher L. Wilson as proxies of the signers, with full power of
substitution, to vote all shares at the special meeting of shareholders to be
held at the offices of Columbia Management Advisors, LLC at One Financial
Center, Boston, Massachusetts, on February 1, 2008, at 2:00 p.m. Boston time and
at any adjournments or postponements thereof, as specified herein, and, on any
other business that may properly come before the meeting, in accordance with
their best judgment.
Your vote is important, no matter how many shares you own. Please vote on the
reverse side of this proxy card and sign in the space(s) provided. Return your
completed proxy card in order for your votes to be counted.
VOTE VIA THE INTERNET: [[_________________]]
VOTE VIA THE TELEPHONE: [[______________]]
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999 9999 9999 999
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NOTE: Please sign exactly as name or names appear
hereon. Joint owners should each sign personally.
When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such.
If a corporation, please sign in corporate name by
president or other authorized officer. If a
partnership, please sign in partnership name by
authorized person.
----------------------------------------------------
Shareholder sign here
----------------------------------------------------
Co-owner sign here
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Date
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE.
EVERY SHAREHOLDER'S VOTE IS IMPORTANT!
VOTE THIS PROXY CARD TODAY.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BELOW
AND, ABSENT DIRECTION, WILL BE VOTED FOR THE PROPOSAL LISTED BELOW. THIS PROXY
WILL BE VOTED IN ACCORDANCE WITH THE HOLDER'S BEST JUDGMENT AS TO ANY OTHER
MATTER.
THE TRUSTEES RECOMMEND A VOTE FOR THE PROPOSAL:
PLEASE MARK BOXES BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example: [X]
For shareholders of Columbia Real Estate Equity Fund:
FOR AGAINST ABSTAIN
A proposal to change the classification
of Columbia Real Estate Equity Fund from
"diversified" to "non-diversified," [ ] [ ] [ ]
as such terms are defined under the
Investment Company Act of 1940, as amended.
MARK BOX AT RIGHT FOR ADDRESS CHANGE AND NOTE NEW ADDRESS BELOW. [ ]
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