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-11(c) or
Section 240.14a-12
Columbia Funds Trust I; Columbia Funds Trust III; Columbia Funds Trust IV;
Columbia Funds Trust V; Columbia Funds Trust VI; Columbia Funds Trust VII;
Columbia Funds Trust VIII, Columbia Funds Trust IX and Columbia Funds Trust XI
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
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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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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
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previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
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Columbia Funds Trust I
Columbia High Yield Opportunity Fund
Columbia Strategic Income Fund
Columbia Tax-Managed Growth Fund
Columbia Tax-Managed Value Fund
Columbia Funds Trust III
Columbia Federal Securities Fund
Columbia Global Equity Fund
Columbia Intermediate Government Income Fund
Columbia Liberty Fund
Columbia Mid Cap Value Fund
Columbia Quality Plus Bond Fund
Columbia Funds Trust IV
Columbia Municipal Money Market Fund
Columbia Tax-Exempt Fund
Columbia Tax-Exempt Insured Fund
Columbia Utilities Fund
Columbia Funds Trust V
Columbia California Tax-Exempt Fund
Columbia Connecticut Intermediate Municipal Bond Fund
Columbia Connecticut Tax-Exempt Fund
Columbia Florida Intermediate Municipal Bond Fund
Columbia Intermediate Tax-Exempt Bond Fund
Columbia Large Company Index Fund
Columbia Massachusetts Intermediate Municipal Bond Fund
Columbia Massachusetts Tax-Exempt Fund
Columbia New Jersey Intermediate Municipal Bond Fund
Columbia New York Intermediate Municipal Bond Fund
Columbia New York Tax-Exempt Fund
Columbia Rhode Island Intermediate Municipal Bond Fund
Columbia Small Company Index Fund
Columbia U.S. Treasury Index Fund
Columbia Funds Trust VI
Columbia Growth & Income Fund
Columbia Small Cap Value Fund
Columbia Funds Trust VII
Columbia Newport Tiger Fund
Columbia Funds Trust VIII
Columbia Income Fund
Columbia Intermediate Bond Fund
Columbia Funds Trust IX
Columbia High Yield Municipal Fund
Columbia Managed Municipals Fund
Columbia Funds Trust XI
Columbia Asset Allocation Fund
Columbia Dividend Income Fund
Columbia Disciplined Value Fund
Columbia Growth Stock Fund
Columbia Large Cap Core Fund
Columbia Large Cap Growth Fund
Columbia Small Company Equity Fund
Columbia Small Cap Fund
Columbia Young Investor Fund
(each, a "Fund"; and collectively, the "Funds")
One Financial Center,
Boston, Massachusetts 02111-2621
(617) 426-3750
[ ], 2005
Dear Shareholder:
I am writing to you to ask for your vote on the following important
matters that affect your investment in the Funds: (1) the election of Trustees
for your Fund; and (2) the approval of amendments to and the elimination of
certain fundamental investment restrictions of your Fund. If approved, each of
these proposals will serve to facilitate efficient administration of and
compliance monitoring for your Fund.
Shareholders of Funds that are voting on certain merger transactions have
received or will receive shortly separate proxy statements in connection with
the merger transactions. This proxy statement is not a duplicate of the merger
proxy statement. It is for a separate shareholder meeting called for the
election of Trustees.
Included in this booklet is information about the upcoming meeting of
shareholders of the Funds (the "Special Meeting"):
- A NOTICE OF SPECIAL MEETING OF SHAREHOLDERS OF EACH OF THE FUNDS,
which summarizes the issues on which you are being asked to vote;
and
-1-
- A PROXY STATEMENT FOR THE SPECIAL MEETING, which provides more
detailed information on the specific issues being considered at the
Special Meeting.
ALSO ENCLOSED ARE YOUR BALLOT AND POSTAGE-PAID RETURN ENVELOPE.
Although we would like very much to have each shareholder attend this
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(s) promptly. A postage-paid envelope is enclosed for mailing, and
Internet voting instructions are listed at the top of your proxy card(s).
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
proposals, please call a Columbia customer service representative at (800)
426-3750 or contact your financial advisor.
Sincerely yours,
Christopher L. Wilson
President
-2-
Columbia Funds Trust I
Columbia High Yield Opportunity Fund
Columbia Strategic Income Fund
Columbia Tax-Managed Growth Fund
Columbia Tax-Managed Value Fund
Columbia Funds Trust III
Columbia Federal Securities Fund
Columbia Global Equity Fund
Columbia Intermediate Government Income Fund
Columbia Liberty Fund
Columbia Mid Cap Value Fund
Columbia Quality Plus Bond Fund
Columbia Funds Trust IV
Columbia Municipal Money Market Fund
Columbia Tax-Exempt Fund
Columbia Tax-Exempt Insured Fund
Columbia Utilities Fund
Columbia Funds Trust V
Columbia California Tax-Exempt Fund
Columbia Connecticut Intermediate Municipal Bond Fund
Columbia Connecticut Tax-Exempt Fund
Columbia Florida Intermediate Municipal Bond Fund
Columbia Intermediate Tax-Exempt Bond Fund
Columbia Large Company Index Fund
Columbia Massachusetts Intermediate Municipal Bond Fund
Columbia Massachusetts Tax-Exempt Fund
Columbia New Jersey Intermediate Municipal Bond Fund
Columbia New York Intermediate Municipal Bond Fund
Columbia New York Tax-Exempt Fund
Columbia Rhode Island Intermediate Municipal Bond Fund
Columbia Small Company Index Fund
Columbia U.S. Treasury Index Fund
Columbia Funds Trust VI
Columbia Growth & Income Fund
Columbia Small Cap Value Fund
Columbia Funds Trust VII
Columbia Newport Tiger Fund
Columbia Funds Trust VIII
Columbia Income Fund
Columbia Intermediate Bond Fund
Columbia Funds Trust IX
Columbia High Yield Municipal Fund
Columbia Managed Municipals Fund
Columbia Funds Trust XI
Columbia Asset Allocation Fund
Columbia Dividend Income Fund
Columbia Disciplined Value Fund
Columbia Growth Stock Fund
Columbia Large Cap Core Fund
Columbia Large Cap Growth Fund
Columbia Small Company Equity Fund
Columbia Small Cap Fund
Columbia Young Investor Fund
(each, a "Fund"; and collectively, the "Funds")
One Financial Center,
Boston, Massachusetts 02111-2621
(617) 426-3750
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 16, 2005
To the Shareholders of the Funds.
NOTICE IS HEREBY GIVEN that the Special Meeting of Shareholders of the Funds
(the "Meeting") will be held at the offices of the Funds at One Financial
Center, Boston, Massachusetts, on September 16, 2005, at 10:00 a.m. Boston time.
The purpose of the Meeting is to consider and act upon the following matters:
1. To elect your Fund's nominees for Trustees. (TO BE VOTED ON SEPARATELY BY
ALL SHAREHOLDERS OF EACH TRUST, VOTING TOGETHER WITH SHAREHOLDERS OF ALL
FUNDS OF THAT TRUST.)
2. To approve amendments to and the elimination of certain fundamental
investment restrictions of your Fund. (TO BE VOTED UPON BY THE
SHAREHOLDERS OF EACH AFFECTED FUND, VOTING SEPARATELY BY FUND AND
SEPARATELY ON EACH PROPOSED AMENDMENT OR ELIMINATION.)
-3-
3. To transact such other business as may properly come before the Meeting,
or any adjournment(s) thereof.
The Board of Trustees has fixed the close of business on June 28, 2005, as the
record date for the determination of the shareholders of the Funds entitled to
notice of, and to vote at, the Meeting and any adjournments thereof.
THE BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE FOR ALL OF THE PROPOSALS.
By order of the Board of Trustees,
R. Scott Henderson
Secretary of the Funds
[ ], 2005
NOTICE: YOUR VOTE IS IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES YOU OWN.
PLEASE SEE THE ENCLOSED PROSPECTUS/PROXY STATEMENT AND OTHER MATERIALS FOR
INSTRUCTIONS ON HOW TO VOTE EASILY AND QUICKLY.
-4-
Columbia Funds Trust I
Columbia High Yield Opportunity Fund (HYOF)
Columbia Strategic Income Fund (SIF)
Columbia Tax-Managed Growth Fund (TMGF)
Columbia Tax-Managed Value Fund (TMVF)*
Columbia Funds Trust III
Columbia Federal Securities Fund (FSF)
Columbia Global Equity Fund (GEF)
Columbia Intermediate Government Income Fund (IGIF)*
Columbia Liberty Fund (LF)
Columbia Mid Cap Value Fund (MCVF)*
Columbia Quality Plus Bond Fund (QPBF)
Columbia Funds Trust IV
Columbia Municipal Money Market Fund (MMMF)*
Columbia Tax-Exempt Fund (TEF)
Columbia Tax-Exempt Insured Fund (TEIF)
Columbia Utilities Fund (UF)
Columbia Funds Trust V
Columbia California Tax-Exempt Fund (CTEF)
Columbia Connecticut Intermediate Municipal Bond Fund (CIMBF)
Columbia Connecticut Tax-Exempt Fund (CCTEF)
Columbia Florida Intermediate Municipal Bond Fund (FIMBF)*
Columbia Intermediate Tax-Exempt Bond Fund (ITEBF)
Columbia Large Company Index Fund (LCIF)*
Columbia Massachusetts Intermediate Municipal Bond Fund (MIMBF)
Columbia Massachusetts Tax-Exempt Fund (MTEF)
Columbia New Jersey Intermediate Municipal Bond Fund (NJIMBF)
Columbia New York Intermediate Municipal Bond Fund (NYIMBF)
Columbia New York Tax-Exempt Fund (NYTEF)
Columbia Rhode Island Intermediate Municipal Bond Fund (RIIMBF)
Columbia Small Company Index Fund (SCIF)*
Columbia U.S. Treasury Index Fund (USTIF)
Columbia Funds Trust VI
Columbia Growth & Income Fund (GIF)*
Columbia Small Cap Value Fund (SCVF)
Columbia Funds Trust VII
Columbia Newport Tiger Fund (NTF)*
Columbia Funds Trust VIII
Columbia Income Fund (IF)
Columbia Intermediate Bond Fund (IBF)
Columbia Funds Trust IX
Columbia High Yield Municipal Fund (HYMF)
Columbia Managed Municipals Fund (MMF)*
Columbia Funds Trust XI
Columbia Asset Allocation Fund (AAF)
Columbia Dividend Income Fund (DIF)
Columbia Disciplined Value Fund (DVF)
Columbia Growth Stock Fund (GSF)
Columbia Large Cap Core Fund (LCCF)
Columbia Large Cap Growth Fund (LCGF)
Columbia Small Company Equity Fund (SCEF)
Columbia Small Cap Fund (SCF)
Columbia Young Investor Fund (YIF)
(each italicized entity, a "Fund"; together with the other italicized entities,
the "Funds"; each unitalicized entity, a "Trust"; together with the other
unitalicized entities, the "Trusts"; each Fund with an asterisk, a
"Merger Fund"; together with the other Funds with an asterisk,
the "Merger Funds"#)
One Financial Center,
Boston, Massachusetts 02111-2621
(617) 426-3750
--------------------
PROXY STATEMENT
--------------------
FOR THE SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 16, 2005
- -------
# Shareholders of each of the Merger Funds are voting on certain merger
transactions, and have received or will receive shortly separate proxy
statements in connection with the merger transactions. This proxy statement
is not a duplicate of the merger proxy statement. It is for a separate
shareholder meeting called for the election of Trustees.
-5-
This Proxy Statement is being furnished in connection with the solicitation of
proxies by the Board of Trustees (the "Board" or the "Trustees") of the Trusts
for use at the special meeting of the shareholders of the Funds (the "Meeting")
to be held at the offices of the Funds, One Financial Center, Boston,
Massachusetts, on September 16, 2005, at 10:00 a.m. Boston time, and at any
adjournment(s) thereof, for the purposes set forth in the accompanying Notice of
Special Meeting of Shareholders (the "Notice"). The Notice, this Proxy Statement
and the enclosed proxy card are first being mailed, or otherwise being made
available, to shareholders on or about July 19, 2005. Please read this Proxy
Statement and keep it for future reference.
The Meeting has been called for the purpose of having the shareholders of the
Funds consider and take action upon the proposals listed in the Notice (the
"Proposals"). This Proxy Statement contains information you should know before
voting on the Proposals. As described in greater detail below, while
shareholders are being asked to amend and eliminate certain "fundamental"
investment restrictions, this is being done solely to facilitate compliance
testing through standardization and to enhance future flexibility. The Funds'
investment advisor, Columbia Management Advisors, Inc. ("Columbia Management")
generally has no present intention of changing the way that the Funds are
managed in response to these proposals. The following is a list of the Proposals
presented in this Proxy Statement and the Funds that are affected by such
Proposals:
Proposal Affected Funds
- -------------------------------------------- -------------------------------------------------------
Proposal 1: To approve the election of All Funds
Trustees.
Proposal 2.A.: To approve an amendment to All Funds except the Merger Funds
certain Funds' fundamental investment
restrictions with respect to borrowing money,
pledging assets and issuing senior
securities.
-6-
Proposal 2.B.: To approve an amendment to All Funds except the Merger Funds
certain Funds' fundamental investment
restrictions with respect to making loans.
Proposal 2.C.: To approve an amendment to Columbia Asset Allocation Fund
certain Funds' fundamental investment Columbia Disciplined Value Fund
restrictions with respect to diversification Columbia Dividend Income Fund
of investments. Columbia Federal Securities Fund
Columbia Global Equity Fund
Columbia Growth Stock Fund
Columbia High Yield Municipal Fund
Columbia High Yield Opportunity Fund
Columbia Income Fund
Columbia Intermediate Bond Fund
Columbia Intermediate Tax-Exempt Bond Fund
Columbia Large Cap Core Fund
Columbia Large Cap Growth Fund
Columbia Liberty Fund
Columbia Quality Plus Bond Fund
Columbia Small Cap Fund
-7-
Columbia Small Cap Value Fund
Columbia Small Company Equity Fund
Columbia Strategic Income Fund
Columbia Tax-Exempt Fund
Columbia Tax-Exempt Insured Fund
Columbia Tax-Managed Growth Fund
Columbia U.S. Treasury Index Fund
Columbia Utilities Fund
Columbia Young Investor Fund
Proposal 2.D.: To approve an amendment to Columbia Asset Allocation Fund
certain Funds' fundamental investment Columbia Connecticut Intermediate Municipal Bond Fund
restrictions with respect to investments in Columbia Disciplined Value Fund
commodities. Columbia Dividend Income Fund
Columbia Growth Stock Fund
Columbia High Yield Municipal Fund
Columbia Income Fund
Columbia Intermediate Bond Fund
Columbia Intermediate Tax
Columbia Large Cap Core Fund
Columbia Large Cap Growth Fund
Columbia Massachusetts Intermediate Municipal Bond Fund
Columbia New Jersey Intermediate Municipal Bond Fund
Columbia New York Intermediate Municipal Bond Fund
Columbia Quality Plus Bond Fund
Columbia Rhode Island Intermediate Municipal Bond Fund
Columbia Small Cap Fund
Columbia Small Company Equity Fund
Columbia Tax-Managed Growth Fund
Columbia U.S. Treasury Index Fund
Columbia Young Investor Fund
Proposal 2.E.: To approve an amendment to All Funds except the Merger Funds
certain Funds' fundamental investment
restrictions with respect to investments in
real estate.
Proposal 2.F.: To approve an amendment to All Funds except the Merger Funds
certain Funds' fundamental investment
restrictions with respect to underwriting of
securities.
-8-
Proposal 2.G.: To approve the elimination of Columbia California Tax-Exempt Fund
certain Fund's fundamental investment Columbia Connecticut Tax-Exempt Fund
restrictions with respect to purchasing Columbia Federal Securities Fund
securities on margin. Columbia Global Equity Fund
Columbia Liberty Fund
Columbia Massachusetts Tax-Exempt Fund
Columbia New York Tax-Exempt Fund
Columbia Tax-Exempt Fund
Columbia Tax-Exempt Insured Fund
Columbia U.S. Treasury Index Fund
Columbia Utilities Fund
Proposal 2.H.: To approve the elimination of Columbia Global Equity Fund
certain Funds' fundamental investment Columbia Growth Stock Fund
restrictions with respect to investing for Columbia Income Fund
the purpose of exercising control. Columbia Intermediate Bond Fund
Columbia U.S. Treasury Index Fund
Columbia Young Investor Fund
Proposal 2.I.: To approve the elimination of Columbia U.S. Treasury Index Fund
certain Funds' fundamental investment
restrictions with respect to short sales.
Proposal 2.J.: To approve an amendment to All Funds except the Merger Funds
certain Funds' fundamental investment
restrictions with respect to concentrating
investments in an industry.
Proposal 2.K.: To approve the elimination of Columbia U.S. Treasury Index Fund
certain Funds' fundamental investment
restrictions with respect to purchasing
illiquid securities.
Proposal 2.L.: To approve the elimination of Columbia U.S. Treasury Index Fund
certain Funds' fundamental investment
restrictions with respect to investing in
securities of other investment companies.
Proposal 2.M.: To approve the elimination of Columbia Small Cap Value Fund
certain Funds' fundamental investment
restrictions with respect to buying and
selling puts and calls.
With respect to Proposal 1, the shareholders of each Fund in a Trust will vote
together with the shareholders of all other Funds of that Trust on the election
of Trustees. With respect to Proposal 2, the shareholders of each Fund will vote
separately by Fund and separately on each Proposal 2.A. through 2.M. affecting
the Fund.
-9-
Timely, properly executed proxies will be voted as you instruct. If no
specification is made with respect to a Proposal, shares will be voted in
accordance with the recommendation of the Board as to that Proposal. 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 electronic mail ("e-mail")
by officers and Trustees of your Fund, officers and employees of Columbia
Management and other representatives of your Fund, as described below. Columbia
Management will bear the costs incurred in connection with the solicitation of
proxies, the costs of holding the Meeting, and other expenses associated with
obtaining the approval of the Funds and their shareholders.
Shareholders of record at the close of business on June 28, 2005 (the "Record
Date") are entitled to receive notice of, and to vote at, the Meeting or any
adjournment(s) thereof. Shareholders of a Fund that is a series of Columbia
Funds Trust I, Columbia Funds Trust III, Columbia Funds Trust IV, Columbia Funds
Trust V, Columbia Funds Trust VI and Columbia Trust VII on the Record Date shall
be entitled to one vote for each whole share held, as to any matter on which
they are entitled to vote, and each fractional share shall be entitled to a
proportionate fractional vote. Shareholders of a Fund that is a series of
Columbia Funds Trust VIII, Columbia Funds Trust IX and Columbia Funds Trust XI
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 United States 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).
I. PROPOSAL 1: ELECTION OF TRUSTEES
Mses. Kelly and Verville and Messrs. Hacker, Lowry, Mayer, Nelson, Neuhauser,
Simpson, Stitzel, Theobald and Woolworth (who have each agreed to serve) are
proposed for election as Trustees of the Fund.
REQUIRED VOTE
The affirmative vote of a plurality of the holders of shares of beneficial
interest of each series of a Trust (voting together as a single class) present
at the Meeting in person or by proxy is required for the election of each such
Trustee. The names and ages of the Trustees of the Funds, the year each was
first elected, their principal business occupations during at least the last
five years, the number of portfolios in the Fund Complex overseen by each
Trustee and other directorships that each Trustee holds are shown below. The
address of each Trustee is One Financial Center, Boston, MA 02111-2621.
-10-
NUMBER OF
YEAR FIRST PORTFOLIOS
ELECTED PRINCIPAL IN FUND
POSITION OR OCCUPATION(s) COMPLEX
NAME/AGE AND WITH APPOINTED TO DURING PAST FIVE OVERSEEN OTHER
ADDRESS FUNDS OFFICE (1) YEARS BY DIRECTOR DIRECTORSHIPS HELD
- -------------- ---------- ------------ ---------------------- ----------- ------------------
Douglas A. Director/ 1996 Executive Vice 101 None
Hacker Trustee President-Strategy of
(Age 49) United Airlines
(airline) since
December, 2002
(formerly President of
UAL Loyalty Services
(airline) from
September, 2001 to
December, 2002;
Executive Vice
President and Chief
Financial Officer of
United Airlines from
July, 1999 to
September, 2001;
Senior Vice President
- Finance from March,
1993 to July, 1999).
Janet Langford Director/ 1996 Partner, Zelle, 101 None
Kelly Trustee Hofmann, Voelbel,
(Age 47) Mason & Gette LLP
(Law firm) since
2005; Adjunct
Professor of Law,
Northwestern
University, since
September, 2004;
(formerly Chief
Administration Officer
-11-
NUMBER OF
YEAR FIRST PORTFOLIOS
ELECTED PRINCIPAL IN FUND
POSITION OR OCCUPATION(s) COMPLEX
NAME/AGE AND WITH APPOINTED TO DURING PAST FIVE OVERSEEN OTHER
ADDRESS FUNDS OFFICE (1) YEARS BY DIRECTOR DIRECTORSHIPS HELD
- -------------- ---------- ------------ ---------------------- ----------- ------------------
and Senior Vice
President, Kmart
Holding Corporation
(consumer goods), from
September, 2003 to
March, 2004; Executive
Vice
President-Corporate
Development and
Administration,
General Counsel and
Secretary, Kellogg
Company (food
manufacturer), from
September, 1999 to
August, 2003; Senior
Vice President,
Secretary and General
Counsel, Sara Lee
Corporation (branded,
packaged,
consumer-products
manufacturer) from
January, 1995 to
September, 1999).
-12-
NUMBER OF
YEAR FIRST PORTFOLIOS
ELECTED PRINCIPAL IN FUND
POSITION OR OCCUPATION(s) COMPLEX
NAME/AGE AND WITH APPOINTED TO DURING PAST FIVE OVERSEEN OTHER
ADDRESS FUNDS OFFICE (1) YEARS BY DIRECTOR DIRECTORSHIPS HELD
- -------------- ---------- ------------ ---------------------- ----------- ------------------
Richard W. Director/ 1995 Private Investor since 103 None
Lowry (2) Trustee August, 1987 (formerly
(Age 69) Chairman and Chief
Executive Officer,
U.S. Plywood
Corporation (building
products
manufacturer)).
Charles R. Director/ 1981 Professor of 101 None
Nelson Trustee Economics, University
(Age 62) of Washington, since
January, 1976; Ford
and Louisa Van
Voorhis Professor of
Political Economy,
University of
Washington, since
September, 1993;
(formerly Director,
-13-
NUMBER OF
YEAR FIRST PORTFOLIOS
ELECTED PRINCIPAL IN FUND
POSITION OR OCCUPATION(s) COMPLEX
NAME/AGE AND WITH APPOINTED TO DURING PAST FIVE OVERSEEN OTHER
ADDRESS FUNDS OFFICE (1) YEARS BY DIRECTOR DIRECTORSHIPS HELD
- -------------- ---------- ------------ ---------------------- ----------- ------------------
Institute for Economic
Research, University
of Washington, from
September, 2001 to
June, 2003; Adjunct
Professor of
Statistics, University
of Washington, since
September, 1980;
Associate Editor,
Journal of Money
Credit and Banking,
since September, 1993;
consultant on
econometric and
statistical matters).
John J. Director/ 1985 Academic Vice 103 Saucony, Inc.
Neuhauser (2) Trustee President and Dean of (athletic footwear)
(Age 62) Faculties since
August, 1999, Boston
College (formerly
Dean, Boston College
School of Management
from September, 1977
to August, 1999).
-14-
NUMBER OF
YEAR FIRST PORTFOLIOS
ELECTED PRINCIPAL IN FUND
POSITION OR OCCUPATION(s) COMPLEX
NAME/AGE AND WITH APPOINTED TO DURING PAST FIVE OVERSEEN OTHER
ADDRESS FUNDS OFFICE (1) YEARS BY DIRECTOR DIRECTORSHIPS HELD
- -------------- ---------- ------------ ---------------------- ----------- ------------------
Patrick J. Director/ 2000 Partner, Perkins Coie, 101 None
Simpson Trustee LLP (law firm).
(Age 61)
-15-
NUMBER OF
YEAR FIRST PORTFOLIOS
ELECTED PRINCIPAL IN FUND
POSITION OR OCCUPATION(s) COMPLEX
NAME/AGE AND WITH APPOINTED TO DURING PAST FIVE OVERSEEN OTHER
ADDRESS FUNDS OFFICE (1) YEARS BY DIRECTOR DIRECTORSHIPS HELD
- -------------- ---------- ------------ ---------------------- ----------- --------------------
Thomas E. Director/ 1998 Business Consultant 101 None
Stitzel Trustee since 1999 (formerly
(Age 69) Professor of Finance
from 1975 to 1999;
College of Business,
Boise State
University); Chartered
Financial Analyst.
Thomas C. Director/ 1996 Partner and Senior 101 Anixter
Theobald (3) Trustee Advisor, Chicago International
(Age 68) Growth Partners (network support
(private equity equipment
investing) since distributor); Ventas
September, 2004; Inc. (real estate
(formerly Managing investment trust);
Director, William Jones Lang LaSalle
Blair Capital Partners (real estate
(private equity management
investing) from services) and
-17-
NUMBER OF
YEAR FIRST PORTFOLIOS
ELECTED PRINCIPAL IN FUND
POSITION OR OCCUPATION(s) COMPLEX
NAME/AGE AND WITH APPOINTED TO DURING PAST FIVE OVERSEEN OTHER
ADDRESS FUNDS OFFICE (1) YEARS BY DIRECTOR DIRECTORSHIPS HELD
- -------------- ---------- ------------ ---------------------- ----------- ------------------
September, 1994 to Ambac Financial
September, 2004). Group (financial
guarantee
insurance).
Anne-Lee Director/ 1998 Retired since 1997 101 Chairman of the
Verville Trustee (formerly General Board of Directors,
(Age 59) Manager, Global Enesco Group, Inc.
Education Industry, (designer, importer
IBM Corporation and distributor of
(computers and giftware and
technology) from 1994 collectibles).
to 1997).
-18-
NUMBER OF
YEAR FIRST PORTFOLIOS
ELECTED PRINCIPAL IN FUND
POSITION OR OCCUPATION(s) COMPLEX
NAME/AGE AND WITH APPOINTED TO DURING PAST FIVE OVERSEEN OTHER
ADDRESS FUNDS OFFICE (1) YEARS BY DIRECTOR DIRECTORSHIPS HELD
- -------------- ---------- ------------ ---------------------- ----------- ------------------
Richard L. Director/ 1991 Retired since 101 NorthWest Natural
Woolworth Trustee December, 2003 (a natural gas
(Age 64) (formerly Chairman and service provider).
Chief Executive
Officer, The Regence
Group (regional health
insurer); Chairman and
Chief Executive
Officer, Blue Cross
Blue Shield of Oregon;
Certified Public
Accountant, Arthur
Young & Company).
-19-
NUMBER OF
YEAR FIRST PORTFOLIOS
ELECTED PRINCIPAL IN FUND
POSITION OR OCCUPATION(s) COMPLEX
NAME/AGE AND WITH APPOINTED TO DURING PAST FIVE OVERSEEN OTHER
ADDRESS FUNDS OFFICE (1) YEARS BY DIRECTOR DIRECTORSHIPS HELD
- -------------- ---------- ------------ ---------------------- ----------- --------------------
INTERESTED Director/ 1994 Partner, Park Avenue 103 Lee Enterprises
DIRECTOR Trustee Equity Partners (print media); WR
William E. (private equity) since Hambrecht + Co.
Mayer (2)(4) February, 1999; (financial service
(Age 65) (formerly Partner, provider); First
Development Capital Health (healthcare);
LLC from November, Readers Digest
1996 to February, (publisher);
1999). OPENFIELD
Solutions (retail
industry technology
provider).
-20-
(1) In October 2003, the trustees of the Liberty Funds and Stein Roe Funds
were elected to the boards of the Columbia Funds; simultaneous with that
election, Patrick J. Simpson and Richard L. Woolworth, who had been
directors/trustees of the Columbia Funds were appointed to serve as
trustees of the Liberty Funds and Stein Roe Funds. The date shown is the
earliest date on which a trustee/director was elected or appointed to the
board of a Fund in the Fund Complex.
(2) Messrs. Lowry, Neuhauser and Mayer each also serve as a director/trustee
of the All-Star Funds, currently consisting of 2 investment companies,
which are advised by an affiliate of Columbia Management.
(3) Mr. Theobald was appointed as Chairman of the Board effective December 10,
2003.
(4) Mr. Mayer is an "interested person" (as defined in the Investment Company
Act of 1940, as amended) of the Fund by reason of his affiliation with WR
Hambrecht + Co.
FOR INFORMATION REGARDING THE EXECUTIVE OFFICERS OF YOUR FUND, SEE APPENDIX A TO
THIS PROXY STATEMENT.
CONSOLIDATION OF LEGAL ENTITIES
The Trustees have also approved, subject to shareholder approval of the election
of all current Trustees, the reorganization of each Fund as a series of a single
Massachusetts business trust, Columbia Funds Trust IX (the "Acquiring Trust").
The Trustees believe that the consolidation of the Funds into a single legal
entity will enhance the efficiency of compliance monitoring and administration.
This consolidation is currently expected to be effected in the first quarter of
2006 (or in the case of each Fund that is a surviving fund in a merger
transaction on the date of the closing of such merger transaction). The New Fund
will have the same fundamental investment restrictions as the Fund immediately
prior to the Reorganization (which will reflect any approvals of Proposals 2.A.
through 2.M.). All of the Trustees of the Acquiring Trust will serve as Trustees
of the New Funds, even if one or more of such Trustees are not elected pursuant
to Proposal 1.
The consolidation of legal entities (the "Reorganizations") would be effected
pursuant to a plan of reorganization that provides for the transfer of all of
the assets of each Fund to a corresponding series of the Acquiring Trust (a "New
Fund") in exchange for shares of the New Fund and the assumption by the New Fund
of all of the liabilities of the Fund, followed by the liquidation of the Fund
(a "Plan").
As described in more detail below in "Information About the Acquiring Trust",
the Acquiring Trust, like the Trust, is a business trust governed by
Massachusetts law and an agreement and declaration of trust (the "Agreement and
Declaration of Trust"). The Acquiring Trust has separate series representing
different portfolios. Each series of the Acquiring Trust will have shares
representing beneficial interests in the assets and liabilities belonging to
that series, and shares of each series will be further divided into separate
classes. The New Funds will continue the business of the Funds.
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Each New Fund will have the same investment objectives, policies and
restrictions as the corresponding Fund (as amended by Proposal 2 to the extent
the amendments are approved by shareholders). In addition, each New Fund will be
managed by the same investment team as the corresponding Fund using the same
investment process, and will have the same management fees and expense structure
as the corresponding Fund immediately prior to the Reorganization.
Because each Reorganization would satisfy the provisions of Rule 17a-8 of the
Investment Company Act of 1940, as amended (the "1940 Act") that permit
reorganizations without a shareholder vote and none of the Agreements and
Declarations of Trust of the Funds requires a shareholder vote for such
Reorganizations, no shareholder vote is required to complete the
Reorganizations.
BACKGROUND AND REASONS FOR THE REORGANIZATIONS
At a meeting held on May 11, 2005, the Board, including all Trustees who are not
"interested persons" of the Trust (as defined in Section 2(a)(19) of the 1940
Act) (each, an "Independent Trustee") unanimously approved the Reorganization of
each Fund and recommended shareholder approval of each Reorganization. The Board
was assisted in its determination by independent legal counsel for the
Independent Trustees. The Board determined that each Reorganization would be in
the best interests of the relevant Fund, and that the interests of the Fund's
shareholders would not be diluted as a result of effecting the Reorganization.
The Board also took into account the fact that the expected costs of the
proposed Reorganizations, including the costs incurred in connection with the
solicitation of proxies, the costs of holding the Meeting, the fees associated
with creating the New Funds, accounting fees, and legal fees,
would be borne by Columbia Management and not the Trust or the Funds.
The primary purpose of the Reorganizations is to facilitate compliance
monitoring efficient administration.
AGREEMENT AND PLAN OF REORGANIZATION
Each Plan provides that the relevant New Fund will acquire all of the assets of
the corresponding Fund in exchange for the assumption by the New Fund of all of
the liabilities of the Fund and for the issuance of the shares of the New Fund
("Reorganization Shares"), all as of the Valuation Date, currently expected to
be October 7, 2005, for Columbia Tax Managed Growth Fund; September 23, 2005,
for Columbia Federal Securities Fund, Columbia Strategic Income Fund and
Columbia Intermediate Tax-Exempt Bond Fund; September 16, 2005, for Columbia
Tax-Exempt Fund and Columbia California Tax-Exempt Fund; and a date in the first
quarter of 2006 for all other Funds. The following discussion of the Plans is
qualified in its entirety by the full text of the Plan for each Fund, the form
of which is attached as Exhibit 11 to this Proxy Statement.
Each Fund will sell all of its assets attributable to each class of its shares
to the corresponding New Fund, and, in exchange, the New Fund will assume all of
the liabilities of the Fund and deliver to the Fund a number of full and
fractional shares of beneficial interest of the same class of the New Fund
having an aggregate net asset value equal to the value of the assets of the
Fund, less the value of the liabilities of the Fund assumed by the New Fund
attributable to such class.
-22-
For federal income tax purposes, all of the Reorganizations are expected to be
tax-free reorganizations. For more information about the tax consequences of the
proposed Reorganizations, see "Federal Income Tax Consequences of the
Reorganizations" below.
Upon consummation of the transactions proposed to occur on the Exchange Date,
each Fund will distribute pro rata to its shareholders of record of each class
as of the Exchange Date the full and fractional Reorganization Shares of such
class received by the Fund. Each holder of shares of the Fund will receive a
number of full and/or fractional Reorganization Shares having an aggregate net
asset value on the Exchange Date equal to the value of and of the same class as
the full and/or fractional shares of the Fund held by the shareholder as of the
Exchange Date. This distribution will be accomplished by the establishment of
accounts on the share records of the corresponding New Fund in the names of the
Fund shareholders, each account representing the respective number of full and
fractional Reorganization Shares due such shareholder.
The consummation of each Reorganization is subject to the conditions set forth
in the Plan, including receipt of opinions of counsel, any of which may be
waived. Each Plan may be terminated and the Reorganization abandoned at any
time, before or after approval by the shareholders of the relevant Fund, prior
to the Exchange Date, by mutual consent of the Trustees of the relevant Fund and
trustees of the New Fund or, if any condition set forth in the Plan has not been
fulfilled and has not been waived by the party entitled to its benefits, by such
party.
All fees and expenses, including legal and accounting expenses, portfolio
transfer taxes (if any) or other similar expenses incurred in connection with
the consummation by each New Fund and its corresponding Fund of the transactions
contemplated by the Plan will be borne by Columbia Management.
OTHER MATTERS
The investment objectives, policies and restrictions of each Fund (as amended by
Proposal 2 to the extent the amendments are approved by shareholders) will be
adopted by each New Fund and will not change as a result of the Reorganizations.
In addition, Columbia Management will serve as the investment adviser of each
New Fund. Furthermore, the management fees and expense structures of each New
Fund will be the same as for the corresponding Fund.
Immediately prior to the Reorganizations, the New Funds will have nominal assets
and no liabilities, and Columbia Management will be the sole shareholder of each
New Fund.
INFORMATION ABOUT THE ACQUIRING TRUST. The Acquiring Trust is governed by an
Agreement and Declaration of Trust restated as of July 28, 2000 and as amended
from time to time thereafter (the "Declaration of Trust"), By-Laws as amended
and restated as of October 24, 1990 and as amended from time to time thereafter
(the "By-Laws"), and its Board. The Acquiring Trust is organized as a
Massachusetts business trust governed by Massachusetts and federal law.
-23-
The table below summarizes the significant differences between the Declaration
of Trust and By-Laws of the Acquiring Trust and the organizational documents for
the Funds. For additional information, shareholders of a Fund should refer
directly to such documents, copies of which may be obtained by contacting the
Acquiring Trust at its address listed on the cover page of this Proxy Statement.
COLUMBIA FUNDS TRUST I
COLUMBIA FUNDS TRUST III
COLUMBIA FUNDS TRUST IV
COLUMBIA FUNDS TRUST V
COLUMBIA FUNDS TRUST VI COLUMBIA FUNDS TRUST VIII
THE ACQUIRING TRUST COLUMBIA FUNDS TRUST VII COLUMBIA FUNDS TRUST XI
------------------- ------------------------ -----------------------
SHAREHOLDER A shareholder or former A shareholder or former A shareholder or former
LIABILITY: shareholder held to be shareholder held to be shareholder held to be
personally liable solely by personally liable solely by personally liable solely by
reason of his or her being or reason of his or her being or reason of his or her being or
having been a shareholder is having been a shareholder is having been a shareholder is
entitled to be held harmless entitled to be held harmless entitled to be held harmless
from and indemnified against from and indemnified against from and indemnified against
all loss and expense arising all loss and expense arising all loss and expense arising
from such liability. from such liability. from such liability.
Every note, bond, contract,
Every note, bond, contract, instrument, certificate or
Every note, bond, contract, instrument, certificate or undertaking made or issued by
instrument, certificate or undertaking made or issued by any Trustees or Trustee or by
undertaking made or issued by any Trustees or Trustee or by any officers or officer must
any Trustees or Trustee or by any officers or officer must recite that the same was
any officers or officer must recite that the same was executed or made by or on
recite that the same was executed or made by or on behalf of the Trust and that
executed or made by or on behalf of the Trust and that obligations of such instrument
behalf of the Trust and that obligations of such instrument are not binding on any of them
obligations of such instrument are not binding on any of them or shareholders individually.
are not binding on any of them or shareholders individually.
or shareholders individually.
SHAREHOLDER Shareholders have the power to Shareholders have the power to Shareholders have the power to
VOTING RIGHTS: vote only (i) for the election vote only (i) for the election vote only (i) for the election
or, to the extent required by or removal of Trustees; (ii) or removal of Trustees; (ii)
law, removal of Trustees; (ii) with respect to any investment with respect to any investment
with respect to any adviser; (iii) with respect to adviser; (iii) with respect to
termination, by the any termination, by the any termination, by the
shareholders, of the Trust or shareholders, of the Trust or shareholders, of the Trust or
series or class of the Trust; series or class of the Trust; series or class of the Trust;
(iii) with respect to (iv) with respect to any (iv) with respect to any
derivative actions, to the amendment, by the Trustees amendment, by the
extent certain demand that requires shareholder shareholders, to the
requirements are met; and (iv) authorization; (v) with Declaration of Trust; (v) with
with respect to any other respect to derivative actions respect to derivative actions
matters required by law, the similar to a Massachusetts similar to a Massachusetts
organizational documents or corporation; and (vi) with corporation, to the extent
deemed desirable by the Board respect to any other matters certain demand requirements
of Trustees. required by law, the are met; and (vi) with respect
organizational documents, or to any other matters required
Each whole share (or deemed desirable by the Board by law, the organizational
of Trustees. documents or deemed desirable
by the Board of Trustees.
-24-
fractional share) outstanding On a record date, each
on the record date is entitled outstanding share or Each whole share (or
to a number of votes on any fractional share is entitled fractional share) outstanding
matter which it is entitled to to one vote or a proportional on the record date is entitled
vote equal to the net asset fractional vote. to a number of votes on any
value of the share (or matter which it is entitled to
fractional share) in U.S. Shareholders may vote together vote equal to the net asset
dollars determined at the with shareholders of the other value of the share (or
close of business on the series of the Trust on matters fractional share) in U.S.
record date (for example, a affecting the Trust as a dollars determined at the
share having a net asset value whole, such as the election of close of business on the
of $10.50 would be entitled to Trustees. record date (for example, a
10.5 votes). share having a net asset value
of $10.50 would be entitled to
10.5 votes).
Shareholders will vote together Shareholders may vote together
with shareholders of the other with shareholders of the other
series of the Trust on matters series of the Trust on matters
affecting the Trust as a affecting the Trust as a
whole, such as the election of whole, such as the election of
Trustees. Trustees.
SHAREHOLDERS Shareholders have no specific Shareholders have no specific Shareholders may call a
MEETINGS: right to call meetings, except right to call meetings, except meeting upon written
as may be required by as may be required by application of shareholders
applicable law, including the applicable law, including the holding at least 10% of the
Investment Company Act of Investment Company Act of outstanding shares, or 10% of
1940. 1940. the outstanding shares of any
series or class (if
shareholders of such series or
class are entitled to vote by
individual series or class.
The application must state the
purpose of the meeting and the
matters to be acted upon.
SHAREHOLDER 30% of the shares entitled to 30% of the shares entitled to 30% of the shares entitled to
QUORUM: vote at the meeting. vote at the meeting. vote at the meeting.
SHAREHOLDER Majority consent required for Majority consent required for Majority consent required for
CONSENT: shareholder action taken shareholder action taken shareholder action taken
without a meeting. without a meeting. without a meeting.
NOTICE TO Notice of shareholder Written notice of shareholder Notice of shareholder meetings
SHAREHOLDERS: meetings is to be mailed, meetings must be given not is to be mailed, postage
postage prepaid, or sent by less than seven days in prepaid, not less than seven
facsimile or other electronic advance. days before the date of such
submission not less than meeting.
seven days before the date of Notice is not expressly
such meeting. required to include the Notice must include the
purpose for which the meeting purpose or purposes for which
Notice is not expressly is called. a meeting is called.
required to state the purpose
for which the meeting is
called.
SHAREHOLDER Shareholders may put a proxy Shareholders may put a proxy Shareholders may put a proxy
PROXIES: in place for a duration of up in place for a duration of up in place for a duration of up
to six months. to six months. to six months.
-25-
TRUSTEE'S The Declaration of Trust may The Declaration of Trust may Except when otherwise required
POWER TO be amended at any time by an be amended at any time by an by the Investment Company Act
AMEND instrument in writing signed instrument in writing signed of 1940, the Declaration of
DECLARATION OF by a majority of the then by a majority of the then Trust may be amended by a
TRUST: Trustees, provided that, for Trustees when authorized so to majority vote of the Trustees,
non-ministerial amendments, do by vote of a majority of provided that, for
notice is mailed to the shares entitled to vote non-ministerial amendments,
shareholders upon the same day with respect to such notice is mailed to the
such amendment is effective. amendment, except that shareholders upon the same day
shareholder authorization is such amendment is effective.
not required for amendments to
change the name of the Trust,
supply any omission, cure any
ambiguity or cure, correct or
supplement any defective or
inconsistent provision.
TERMINATION Shareholders have the right to Shareholders have the right to Shareholders have the right to
OF TRUST: terminate the Trust, or series terminate the Trust or series terminate the Trust, or series
or class, upon approval of at upon approval of at least or class, upon approval of at
least 66 2/3% of the two-thirds of the outstanding least a majority of the
outstanding shares of the shares of the Trust or the outstanding shares of the
Trust or the affected series affected series. Trust or the affected series
or class. or class.
Trustees may terminate the
Trustees may terminate the Trust or series without Trustees may terminate the
Trust, or any series or class, shareholder approval by Trust, or series or class,
without shareholder approval written notice to the without shareholder approval
by written notice to shareholders. by written notice to
shareholders. shareholders.
MERGER OR The Declaration of Trust Shareholders have no express Shareholders have no express
CONSOLIDATION provides that a consolidation, right under the Declaration of right under the Declaration of
TRUST: merger or transfer may be Trust to vote on mergers or Trust to vote on mergers or
authorized by vote of a consolidations. consolidations.
majority of the Trustees then
in office without shareholder
approval, unless otherwise
required by law.
REMOVAL OF Trustee may be removed, with Trustee may be removed, with Trustee may be removed, with
TRUSTEES: or without cause, by a or without cause, by (i) a or without cause, by (i) a
majority of Trustees then in majority of Trustees then in majority of Trustees then in
office. office or (ii) by a vote of office; (ii) by a vote of
two-thirds of the holders of two-thirds of the holders of
outstanding shares, with, at a outstanding shares at a
meeting called for the meeting called for the
purpose. purpose; or (iii) by the
holders of two- thirds of the
outstanding shares by
declaration in writing filed
with the custodian of the
Trust.
DIRECTOR/TRUST Not limited. Not limited. Not limited.
EE
COMMITTEES:
TRUSTEE Trustees are not personally Trustees are not personally Trustees are not personally
LIABILITY: liable for claims against the liable for claims against the liable for claims against the
Trust or for any neglect or Trust or for any neglect or Trust or for any neglect or
wrongdoing of any wrongdoing of
-26-
wrongdoing of any officer, officer, agent, any officer, agent, employee,
agent, employee, investment employee, investment adviser, investment adviser, or principal
adviser, or principal or principal underwriter of underwriter of the Trust. Each
underwriter of the Trust. Each the Trust. Each Trustee is not Trustee is not responsible for
Trustee is not responsible for responsible for the act or the act or omission of any
the act or omission of any omission of any other Trustee other Trustee and may be
other Trustee and may be and may be liable only by liable only by reason of
liable only by reason of reason of willful misfeasance, willful misfeasance, bad
willful misfeasance, bad bad faith, gross negligence or faith, gross negligence or
faith, gross negligence or reckless disregard of the reckless disregard of the
reckless disregard of the duties involved in the conduct duties involved in the conduct
duties involved in the conduct of his office. of his office.
of his office.
TRUSTEE The By-Laws state that the The Declaration of Trust The Declaration of Trust
INDEMNIFICATION: Trust will indemnify each of states that the Trust will states that the Trust will
its Trustees and officers who indemnify each of its Trustees indemnify each of its Trustees
are not employees or officers and officers against all and officers against all
of any investment adviser to liabilities and expenses, liabilities and expenses,
the Trust or any affiliated including amounts paid in including amounts paid in
person thereof and may satisfaction of judgments, in satisfaction of judgments, in
indemnify each of its officers compromise, as fines and compromise, as fines and
who are employees or officers penalties, and as counsel penalties, and as counsel
of any investment adviser to fees, reasonably incurred by fees, reasonably incurred by
the Trust or any affiliated such person while in office or such person while in office or
person thereof against all thereafter, by reason of the thereafter, by reason of the
liabilities and expenses, indemnified person's service indemnified person's service
including amounts paid in as a Trustee or officer. The as a Trustee or officer. The
satisfaction of judgments, in Trust will not indemnify its Trust will not indemnify its
compromise, as fines and Trustees and officers against Trustees and officers against
penalties, and as counsel any liability to the Trust or any liability to the Trust or
fees, reasonably incurred by to its shareholders to which to its shareholders to which
such person while in office or he or she would otherwise be he or she would otherwise be
thereafter, by reason of the subject by reason of willful subject by reason of willful
indemnified person's service misfeasance, bad faith, gross misfeasance, bad faith, gross
as a Trustee or officer. The negligence or reckless negligence or reckless
Trust will not indemnify its disregard of the duties disregard of the duties
Trustees and officers against involved in the conduct of involved in the conduct of his
any liability to the Trust or such person's office. office.
to its shareholders to which
he or she would otherwise be Under the Declaration of Under the Declaration of
subject by reason of willful Trust, in the absence of a Trust, in the absence of a
misfeasance, bad faith, gross final decision on the merits final decision on the merits
negligence or reckless by an adjudicating body that by an adjudicating body that
disregard of the duties such person is liable by such person is not liable by
involved in the conduct of his reason of willful misfeasance, reason of willful misfeasance,
office. bad faith, gross negligence or bad faith, gross negligence or
reckless disregard of the reckless disregard of the
Under the By-Laws, in the duties involved in the conduct duties involved in the conduct
absence of a final decision on of their office, of their office, no
the merits by an adjudicating indemnification will be indemnification will be
body that such person has not provided if (a) approved as in provided unless such person is
acted in good faith in the the best interests of the determined to be not liable by
reasonable belief that such Trust, after notice that it (a) a vote of a majority of
person's action was in the involves such indemnification, the disinterested Trustees or
by at least a majority of the (b) an independent legal
disinterested Trustees acting counsel as expressed in a
on the matter (provided that a written opinion.
majority of the disinterested
Trustees then in office act on
the matter) upon a
determination, based upon a
-27-
best interests of the Trust or review of readily available
is liable to the Trust or its facts, that such person is not
Shareholders by reason of liable to the Trust or its
willful misfeasance, bad shareholders by reason of
faith, gross negligence or willful misfeasance, bad
reckless disregard of the faith, gross negligence or
duties involved in the conduct reckless disregard of the
of his or her office, duties involved in the conduct
indemnification will be of his or her office or (b)
provided if (a) approved, there has been obtained an
after notice that it involves opinion in writing of
such indemnification, by at independent legal counsel to
least a majority of the the effect that such
disinterested Trustees acting indemnification would not
on the matter (provided that a protect such person against
majority of the disinterested any liability to the Trust to
Trustees then in office act on which such person would
the matter) upon a otherwise be subject by reason
determination, based upon a of willful misfeasance, bad
review of readily available faith, gross negligence or
facts, that such person has reckless disregard of the
acted in good faith in the duties involved in the conduct
reasonable belief that such of his or her office.
person's action was in the
best interests of the Trust
and is not liable to the Trust
or its shareholders by reason
of willful misfeasance, bad
faith, gross negligence or
reckless disregard of the
duties involved in the conduct
of his or her office or (b)
there has been obtained an
opinion in writing of
independent legal counsel,
based upon a review of readily
available facts to the effect
that such person appears to
have acted in good faith in
the reasonable belief that
such person's action was in
the best interests of the
Trust and that such
indemnification would not
protect such person against
any liability to the Trust to
which such 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 his or her office.
LEGAL The By-Laws state that legal The Declaration of Trust states The Declaration of Trust states
-28-
EXPENSES: expenses may be paid from time that legal expenses may that legal expenses may
to time by the Trust in be paid from time to time by be paid from time to time by
advance of the final the Trust in advance of the the Trust in advance of the
disposition of any such final disposition of any such final disposition of any such
proceeding if the Trust proceeding if the Trust proceeding if the Trust
receives a written undertaking receives a written undertaking receives a written undertaking
by the indemnified person to by the indemnified person to by the indemnified person to
reimburse the Trust in the reimburse the Trust in the reimburse the Trust (unless it
event it is subsequently event it is subsequently is determined that such person
determined that the determined that the is ultimately entitled to
indemnified person is not indemnified person is not indemnification) and (a) the
entitled to such entitled to such indemnified person provides
indemnification and (a) the indemnification and (a) the security for his undertaking,
indemnified person provides indemnified person provides or (b) the Trust is insured
security for his undertaking, security for his undertaking, against losses arising by
or (b) the Trust is insured or (b) the Trust is insured reason of any lawful advances,
against losses arising by against losses arising by or (c) a majority of the
reason of any lawful advances, reason of any lawful advances, disinterested, non-party
or (c) a majority of the or (c) a majority of the Trustees or an independent
disinterested, non-party disinterested, non-party legal counsel, as expressed in
Trustees or an independent Trustees or an independent a written opinion, determines
legal counsel, as expressed in legal counsel, as expressed in that there is reason to
a written opinion, determines a written opinion, determines believe that the indemnified
that there is reason to that there is reason to person ultimately will be
believe that the indemnified believe that the indemnified found entitled to
person ultimately will be person ultimately will be indemnification.
found entitled to found entitled to
indemnification. indemnification.
DIVIDENDS: Not limited. Not limited. Not limited.
FEDERAL INCOME TAX CONSEQUENCES OF THE REORGANIZATIONS
The Reorganizations are intended to be tax-free. As a condition to each Fund's
obligation to consummate the Reorganization, the Fund will receive an opinion
from Ropes & Gray LLP, counsel to each Trust, to the effect that, on the basis
of the existing provisions of the Code, current administrative rules and court
decisions, generally for federal income tax purposes, except as noted below:
(i) the Reorganization will constitute a reorganization within the meaning of
Section 368(a) of the Code, and the Fund and the New Fund will each be a
"party to a reorganization" within the meaning of Section 368(b) of the
Code;
(ii) under Section 361 of the Code, no gain or loss will be recognized by the
Fund upon the transfer of its assets to the New Fund in exchange for
Reorganization Shares and the assumption by the New Fund of the Fund's
liabilities, or upon the distribution of such Reorganization Shares by the
Fund to the shareholders of the Fund in liquidation;
(iii) under Section 354 of the Code, the Fund shareholders will recognize no
gain or loss upon exchange of their shares of the Fund for the
Reorganization Shares;
-29-
(iv) under Section 358 of the Code, the aggregate tax basis of the
Reorganization Shares to be received by each shareholder of the Fund will
be the same as the aggregate tax basis of the shares of the Fund exchanged
therefor;
(v) under Section 1223(1) of the Code, the holding period of the
Reorganization Shares received by each shareholder of the Fund will
include the holding period for the Fund shares exchanged for the
Reorganization Shares; provided such shares of the Fund were held as a
capital asset on the date of the exchange;
(vi) under Section 1032 of the Code, no gain or loss will be recognized by the
New Fund upon receipt of the assets transferred to the New Fund pursuant
to the Plan in exchange for the Reorganization Shares and assumption by
the New Fund of the liabilities of the Fund;
(vii) under Section 362(b) of the Code, the New Fund's tax basis in the assets
that the New Fund receives from the Fund will be the same as the Fund's
tax basis in such assets immediately prior to such exchange;
(viii) under Section 1223(2) of the Code, the New Fund's holding period in such
assets will include the Fund's holding period in such assets;
(ix) under Section 381 of the Code, the New Fund will succeed to the capital
loss carryovers of the Fund, if any, but the use by the New Fund of any
such capital loss carryovers (and of capital loss carryovers of the New
Fund) may be subject to limitation under Sections 383 and 284 of the Code.
The opinion will be based on certain factual certifications made by officers of
each Trust and the Funds and will also be based on customary assumptions. Each
Fund has agreed to make and provide additional representations to Ropes & Gray
with respect to each Fund that are reasonably requested by Ropes & Gray. Ropes &
Gray LLP will express no view with respect to the effect of the Reorganization
on any transferred asset as to which any unrealized gain or loss is required to
be recognized at the end of a taxable year (or on the termination or transfer
thereof) under federal income tax principles. The opinion is not a guarantee
that the tax consequences of the Reorganizations will be as described above.
-30-
TRUSTEES' COMPENSATION
The members of the Board of Trustees also serve as trustees for certain other
registered investment companies advised by Columbia Management (the "Fund
Complex"). As of December 31, 2004, the Fund Complex consisted of 127 open-end
funds and 11 closed-end management investment company portfolios. Two-thirds of
the Trustees' fees are allocated among the funds within the Fund Complex based
on the relative net assets of each fund and one-third of the fees is divided
equally among the funds within the Fund Complex.
FOR MORE INFORMATION REGARDING THE COMPENSATION OF THE TRUSTEES, SEE APPENDIX
B.1 AND APPENDIX B.2 TO THIS PROXY STATEMENT.
SHAREHOLDER COMMUNICATIONS
Shareholders may communicate with the Trustees as a group or individually. Any
such communications should be sent to the Fund's Board or an individual Trustee
in writing, c/o the Secretary of the Funds, One Financial Center, Boston, MA
02111-2621. The Secretary may determine not to forward to the Board or a Trustee
any letter that does not relate to the business of a Fund.
TRUSTEE SHARE OWNERSHIP
The table in Appendix C shows, as of December 31, 2004, the dollar range of
equity securities beneficially owned by each Trustee (i) in each of the Funds,
and (ii) in all funds overseen by the Trustee in the Fund Complex.
TRUSTEES' MEETINGS AND COMMITTEES
The Board is responsible for the overall management and supervision of your
Fund's affairs and for protecting the interests of your Fund's shareholders. For
the calendar year ended December 31, 2004, your Fund held [ ] meetings ([ ]
regular joint Board meetings and [ ] special joint Board meetings). [The Funds
do not have a formal policy on Trustee attendance at meetings of shareholders.]
The Board has created several committees to perform specific functions on behalf
of the Funds. The members of each committee, along with a description of each
committee's functions, appear below, followed by a table that sets forth the
number of meetings held by each committee during the last fiscal year.
1. AUDIT COMMITTEE
Your Fund has an Audit Committee (the "Audit Committee") comprised of Trustees
who are not "interested persons" (as defined in the 1940 Act) of any Fund. Each
member of the Audit Committee must be financially literate and at least one
member must have prior accounting experience or related financial management
expertise.
-31-
The Audit Committee serves as an independent and objective party to monitor your
Fund's accounting policies, financial reporting and internal control systems and
the work of your Fund's independent registered public accountant. The Audit
Committee also serves to provide an open avenue of communication between the
independent registered public accountants, Columbia Management Group, Inc.'s
("Columbia") internal accounting staff and the Board. The principal functions of
the Audit Committee are to assist Board oversight of (1) the integrity of your
Fund's financial statements, (2) your Fund's compliance with legal and
regulatory requirements, (3) the independent registered public accountant's
qualifications and independence, (4) the performance of Columbia Management's
internal audit function, and (5) the independent registered public accountant.
The Audit Committee is directly responsible for the appointment, compensation,
retention and oversight of the work of the independent registered public
accountants (including the resolution of disagreements between management and
the independent registered public accountants regarding financial reporting) for
the purpose of preparing or issuing an audit report or performing other review
or attest services for your Fund.
The Funds' Audit Committee members are Ms. Verville and Messrs. Hacker, Stitzel
and Woolworth.
Based on the recommendation from the Audit Committee and on its own review, the
Board selected PricewaterhouseCoopers LLP ("PwC") as independent registered
public accountant for your Fund for its fiscal year. Representatives of PwC are
not expected to be at the Meeting, but have been given the opportunity to make a
statement if they so desire and will be available should any matter arise
requiring their presence.
2. GOVERNANCE COMMITTEE
Messrs. Lowry, Mayer, Simpson and Theobald are members of the Governance
Committee of each Fund. The Funds have no nominating or compensation committee.
The Governance Committee performs certain of the functions typically performed
by those committees. Among other things, the Governance Committee recommends to
the Board nominees for Trustee and nominees for appointment to various
committees; performs periodic evaluations of the effectiveness of the Board;
reviews and recommends to the Board policies and practices to be followed in
carrying out the Trustees' duties and responsibilities; and reviews and makes
recommendations to the Board regarding the compensation of the Trustees who are
not affiliated with Columbia. On February 9, 2005, the Governance Committee
adopted a written charter which sets forth the Governance Committee's structure,
duties and powers, and methods of operation. A copy of the Governance Committee
Charter is available at the website for the Funds at www.columbiafunds.com.
Three of the four Governance Committee members, Messrs. Lowry, Simpson and
Theobald, who are not "interested persons" (as defined in the 1940 Act) of any
Fund ("Governance Committee Independent Trustees"), participate in the
consideration, selection and nomination of Trustees. The Governance Committee
Independent Trustees will consider candidates for Trustee identified by any
reasonable source, including current Independent Trustees, Fund management, Fund
shareholders and other persons or entities. Shareholders of your Fund who wish
to nominate a candidate to your Fund's Board may send information regarding
prospective candidates to the Governance Committee, in care of the relevant
Fund, at One Financial Center, Boston, MA
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02111-2621. The information should include evidence of the shareholders' Fund
ownership, a full listing of the proposed candidate's education, experience,
current employment, date of birth, names and addresses of at least three
professional references, information as to whether the candidate is not an
"interested person" under the 1940 Act and such other information as may be
helpful to the Governance Committee Independent Trustees in evaluating the
candidate. All satisfactorily completed information packages regarding a
candidate will be forwarded to a member of the Governance Committee for
consideration. Recommendations for candidates will be evaluated in light of
whether the number of Trustees of your Fund is expected to be increased and
anticipated vacancies. [All nominations from Fund shareholders will be
considered.] There may be times when the Governance Committee is not recruiting
new Board members. In that case, shareholder recommendations will be maintained
on file pending the active recruitment of Trustees.
When considering candidates for Trustee, the Governance Committee Independent
Trustees consider, among other things, whether prospective nominees have
distinguished records in their primary careers, personal and professional
integrity, and substantive knowledge in areas important to the Board's
operations, such as background or education in finance, auditing, securities
law, the workings of the securities markets, or investment advice. For
candidates to serve as Independent Trustees, independence from your Fund's
investment adviser, its affiliates and other principal service providers is
critical, as is an independent and questioning mind-set. In each case, the
Governance Committee Independent Trustees will evaluate whether a candidate is
an "interested person" under the 1940 Act. The Governance Committee Independent
Trustees also consider whether a prospective candidate's workload would be
consistent with regular attendance at Board meetings and would allow him or her
to be available for service on Board committees, and devote the additional time
and effort necessary to stay apprised of Board matters and the rapidly changing
regulatory environment in which the Funds operate. Different substantive areas
may assume greater or lesser significance at particular times, in light of a
Board's present composition and its perceptions about future issues and needs.
The Governance Committee Independent Trustees initially evaluate prospective
candidates on the basis of their resumes, considered in light of the criteria
discussed above. Those prospective candidates that appear likely to be able to
fill a significant need of the Board would be contacted by a Governance
Committee Independent Trustee by telephone to discuss the position; if there
appeared to be sufficient interest, an in-person meeting with one or more of the
Governance Committee Independent Trustees would be arranged. If a Governance
Committee Independent Trustee, based on the results of these contacts, believes
he or she has identified a viable candidate, he or she would air the matter with
the other Governance Committee Independent Trustees for input. Any request by
Fund management to meet with the prospective candidate would be given
appropriate consideration. The Funds have not paid a fee to third parties to
assist in finding nominees.
3. ADVISORY FEES & EXPENSES COMMITTEE
Ms. Kelly and Messrs. Mayer, Nelson and Neuhauser are members of the Advisory
Fees & Expenses Committee of each Fund. The Advisory Fees & Expenses Committee's
functions include reviewing and making recommendations to the Board as to
contracts requiring approval
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of a majority of the disinterested Trustees and as to any other contracts that
may be referred to the committee by the Board.
4. COMPLIANCE COMMITTEE
Mses. Kelly and Verville, and Messrs. Nelson and Simpson are members of the
Compliance Committee of the Board of Trustees of the Funds. The Compliance
Committee's functions include providing oversight of the monitoring processes
and controls regarding the Funds. The Committee supervises legal, regulatory and
internal rules, policies, procedures and standards other than those relating to
accounting matters and oversight of compliance by the Funds' investment adviser,
principal underwriter and transfer agent.
NUMBER OF
MEETINGS
FOR CALENDAR YEAR
ENDED
DECEMBER 31, 2004
-----------------
Audit Committee
Governance Committee
Advisory Fees & Expenses
Committee
Compliance Committee
5. INVESTMENT OVERSIGHT COMMITTEES
Each Investment Oversight Committee ("IOC") is responsible for monitoring, on an
ongoing basis, a select group of Columbia Funds and gives particular
consideration to such matters as the Funds' adherence to their investment
mandates, historical performance, changes in investment processes and personnel,
and proposed changes to investment objectives. Investment personnel who manage
the Funds will attend IOC meetings from time to time to assist each IOC in its
review of the Funds. Each IOC meets four times a year. Investment Oversight
Committee 1 currently consists of Messrs. Lowry, Mayer and Neuhauser. Investment
Oversight Committee 2 currently consists of Mr. Hacker and Ms. Verville.
Investment Oversight Committee 3 currently consists of Ms. Kelley and Messrs.
Stitzel and Theobald. Investment Oversight Committee 4 currently consists of
Messrs. Nelson, Simpson and Woolworth.
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AUDIT COMMITTEE PRE-APPROVAL OF INDEPENDENT ACCOUNTANT SERVICES
The Audit Committee is required to pre-approve the engagement of your Fund's
independent registered public accountant to provide audit and non-audit services
to your Fund and non-audit services to Columbia Management or any entity
controlling, controlled by or under common control with Columbia Management that
provides ongoing services to the Funds ("Columbia Affiliate"), if the engagement
relates directly to the operations or financial reporting of the Funds. The
engagement may be entered into pursuant to pre-approval policies and procedures
established by the Audit Committee.
The Audit Committee has adopted an Audit and Non-Audit Services Pre-Approval
Policy ("Policy"). The Policy sets forth the procedures and conditions pursuant
to which services to be performed by the Funds' independent registered public
accountant are to be pre-approved. Unless a type of service receives general
pre-approval under the Policy, it requires specific pre-approval by the Audit
Committee if it is to be provided by the independent registered public
accountant.
The Policy provides for the general pre-approval by the Audit Committee of
certain: (i) audit services to the Funds; (ii) audit-related services to the
Funds; (iii) tax services to the Funds; (iv) other services to the Funds; and
(v) Fund-related services to Columbia Affiliates. The Policy requires the Fund
Treasurer and/or Director of Trustee Administration to submit to the Audit
Committee, at least annually, a schedule of the types of services that are
subject to general pre-approval. The schedule(s) must provide a description of
each type of service that is subject to general pre-approval and, where
possible, will provide projected fee caps for each instance of providing each
service. At least annually, the Audit Committee will review and approve the
types of services and review the projected fees for the next year, and may add
to, or subtract from, the list of pre-approved services from time to time, based
on subsequent determinations. In addition to the fees for each individual
service, the Audit Committee has the authority to implement a fee cap on the
aggregate amount of non-audit services provided to an individual New Fund. The
fee amounts listed on the schedules will be updated to the extent necessary at
each of the other regularly scheduled meetings of the Audit Committee.
FEES PAID TO THE INDEPENDENT REGISTERED PUBLIC ACCOUNTANT
The table in Appendix D1 sets forth the aggregate fees billed by PwC for each
Fund's last two fiscal years for professional services rendered for (i) audit
services, including the audit of each Fund's financial statements and services
normally provided in connection with statutory and regulatory filings or
engagements for those fiscal years; (ii) audit-related services associated with
the review of the Funds' semi-annual financial statements; (iii) tax services
and, primarily, reviews of Fund tax returns; and (iv) other services. Please
note that the table includes amounts related to non-audit services that would
have been subject to pre-approval if Securities and Exchange Commission ("SEC")
rules relating to the pre-approval of non-audit services had been in effect at
that time.
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All of the audit fees, audit-related fees, tax fees and other fees billed by PwC
for services provided to a Fund during its most recent fiscal year were
pre-approved by the Audit Committee.
[There were no amounts billed by PwC in the most recent fiscal year for
audit-related services, tax services or other services provided to Columbia or
Columbia Affiliates for engagements that related directly to the operations or
financial reporting of each Fund.]
The table in Appendix D2 sets forth the aggregate fees billed by PwC for
non-audit services for the Funds, Columbia and Columbia Affiliates for the last
two fiscal years.
The Audit Committee has determined that the provision of the services described
above is compatible with maintaining the independence of PwC.
REQUIRED VOTE. The affirmative vote of a plurality of the holders of shares of
beneficial interest of each Fund present at the Meeting in person or by proxy is
required for the election of each such Trustee.
II. PROPOSAL 2: ADOPTION OF STANDARDIZED FUNDAMENTAL INVESTMENT RESTRICTIONS
As described in the following proposals, the Trustees recommend that
shareholders of the affected Funds approve the elimination of and revisions to
certain fundamental investment restrictions of such Funds. Generally, the
purpose of these proposed changes is to increase each Fund's investment
flexibility and reduce administrative and compliance burdens by simplifying and
making uniform these fundamental investment restrictions across all Funds.
BACKGROUND. The 1940 Act requires registered investment companies like the Funds
to have "fundamental" investment restrictions governing certain of their
investment practices. Investment companies may also voluntarily designate
restrictions relating to other investment practices as fundamental.
"Fundamental" investment restrictions can be changed only by a shareholder vote.
The proposed elimination of and revisions to certain of the fundamental
investment restrictions of the Funds are discussed below. Columbia Management
has indicated that it generally has no present intention of changing the manner
in which it manages the Funds in response to these proposals. By eliminating
those fundamental investment restrictions that are not required and revising
those fundamental investment restrictions that are required, however, the
Trustees believe that Columbia Management will be better able to manage the
Funds in a changing regulatory or investment environment. In addition, the
process of monitoring the Funds' compliance with investment restrictions will be
simplified.
The discussion below in Proposals 2.A. through 2.M. highlights the differences
between the Funds' current fundamental investment restrictions and, where
applicable, a proposed uniform fundamental investment restriction. However,
because the current fundamental investment restrictions vary among the Funds,
shareholders of each Fund should consider comparing their Fund's current
restrictions (contained in Exhibits 1 through 10) with the proposed
restrictions.
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2.A. AMENDING FUNDAMENTAL INVESTMENT RESTRICTIONS WITH RESPECT TO BORROWING
MONEY, PLEDGING ASSETS AND ISSUING SENIOR SECURITIES.
AFFECTED FUNDS: All Funds except the Merger Funds
The 1940 Act requires the Funds to state the extent to which they may borrow
money and issue senior securities. Under Section 18(f)(1) of the 1940 Act, an
open-end investment company may not issue senior securities, except that it may
borrow from banks, for any purpose, up to 33 1/3% of its total assets (including
the amount borrowed). EXHIBITS 1 and 2 list the current fundamental investment
restrictions of each of the affected Funds with respect to borrowing
money, pledging assets and issuing senior securities, respectively. Generally,
the Funds' current fundamental investment restrictions are more restrictive than
these 1940 Act requirements.
Accordingly, the Trustees recommend that each affected Fund amend its policy so
that it will allow each affected Fund to issue senior securities, pledging
assets or borrow money to the full extent permitted under applicable law. The
proposed changes would automatically conform each affected Fund's policy more
closely to the exact statutory and regulatory requirements, as they exist from
time to time, without incurring the time and expense of obtaining shareholder
approval to change the restriction. In addition, the proposed changes will
reduce administrative and compliance burdens by simplifying and making uniform
the Funds' fundamental investment restrictions with respect to borrowing money
and issuing senior securities. The 1940 Act does not require a fundamental
restriction with respect to the ability to pledge assets.
The proposed amended fundamental investment restriction is as follows:
"The fund may not. . . [b]orrow money or issue senior securities except to
the extent permitted by the 1940 Act, the rules and regulations thereunder
and any applicable exemptive relief."
2.B. AMENDING FUNDAMENTAL INVESTMENT RESTRICTIONS WITH RESPECT TO MAKING LOANS.
-37-
AFFECTED FUNDS: All Funds except the Merger Funds
The 1940 Act requires the Funds to state the extent to which they intend to make
loans to other persons. The Trustees recommend that each Fund's fundamental
investment restriction with respect to making loans be revised to reflect a
standard restriction for all the Funds. The amendment would permit each Fund to
enter into repurchase agreements and securities loans to the extent permitted by
the 1940 Act and applicable rules and exemptive relief. EXHIBIT 3 lists the
current fundamental investment restriction of each Fund with respect to making
loans.
The proposed amended fundamental investment restriction is as follows:
"The fund may not. . . [m]ake loans, except to the extent permitted by the
1940 Act, the rules and regulations thereunder and any applicable
exemptive relief."
Following the amendment, each Fund may, consistent with the 1940 Act and its
investment objective and policies, enter into repurchase agreements and
securities loans without limit. The staff of the SEC has taken the position that
a fund may not loan more than 1/3 of the total value of its assets (including
any collateral for such loans). As noted above, although Columbia Management
generally has no present intention of changing the way in which each Fund is
managed, this increased flexibility could assist each Fund, in the future, in
achieving its investment objective and responding to changes in applicable law
or regulation. The proposed change would also automatically conform each Fund's
lending policy more closely to the exact statutory and regulatory requirements,
as they exist from time to time, without incurring the time and expense of
obtaining shareholder approval to change the policy. In addition, these proposed
changes will reduce administrative and compliance burdens by simplifying and
making uniform the fundamental investment restrictions with respect to making
loans.
When a Fund enters into a repurchase agreement, it typically purchases a
security for a relatively short period of time (usually not more than seven
days), which the seller agrees to repurchase at a fixed time and price,
representing the Fund's cost plus interest. When a Fund enters into a securities
loan, it lends certain of its portfolio securities to broker-dealers or other
parties, typically in exchange for a portion of the interest earned on the
collateral posted by the borrower or a fee from the borrower. The borrower may
also pay the Fund an amount equal to any interest, dividends or other
distributions payable on the securities lent. These transactions must be fully
collateralized at all times, but involve risk to the Fund if the seller, in the
case of repurchase agreements, or the borrower, in the case of securities loans,
should default on its obligations. If the Fund's counterparty to these
transactions should become involved in bankruptcy or insolvency proceedings, it
is possible that the Fund may be treated as an unsecured creditor and may be
required to return the underlying securities or collateral, as applicable, to
the counterparty's estate.
2.C. AMENDING FUNDAMENTAL INVESTMENT RESTRICTIONS WITH RESPECT TO
DIVERSIFICATION OF INVESTMENTS.
AFFECTED FUNDS:
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Columbia Asset Allocation Fund Columbia Federal Securities Fund Columbia Growth Stock Fund
Columbia Dividend Income Fund Columbia High Yield Municipal Fund Columbia High Yield Opportunity Fund
Columbia Global Equity Fund Columbia Intermediate Bond Fund Columbia Large Cap Growth Fund
Columbia High Yield Fund Columbia Large Cap Core Fund Columbia Liberty Fund
Columbia Income Fund Columbia Real Estate Equity Fund Columbia Small Company Equity Fund
Columbia Intermediate Tax-Exempt Bond Fund Columbia Small Cap Value Fund Columbia Tax-Exempt Fund
Columbia Large Cap Growth Fund Columbia Strategic Income Fund Columbia Tax-Managed Growth Fund
Columbia Quality Plus Bond Fund Columbia U.S. Treasury Index Fund Columbia Utilities Fund
Columbia Small Cap Fund Liberty Growth & Income Fund Liberty S&P 500 Index Fund
Columbia Tax-Exempt Insured Fund Columbia Disciplined Value Fund Liberty Select Value Fund
Columbia Young Investor Fund
The Trustees recommend that each affected Fund's fundamental investment
restriction with respect to the diversification of its investments be revised to
reflect applicable law and a uniform policy for all of the affected Funds.
Each affected Fund is a "diversified" Fund as defined in the 1940 Act. Under the
1940 Act, a "diversified" Fund generally may not, with respect to 75% of its
total assets, invest more than 5% of its total assets in the securities of any
one issuer or own more than 10% of the outstanding voting securities of such
issuer (except U.S. Government securities, cash, cash items or the securities of
other investment companies). The remaining 25% of the Fund's total assets is not
subject to this restriction.
EXHIBIT 4 lists the current fundamental investment restrictions of each of the
affected Funds with respect to diversification of investments. The proposed
amended fundamental investment restriction is designed to track the statutory
definition of "diversified" company and read as follows:
"The fund may not ... [p]urchase securities (except securities issued or
guranteed 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) a
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.
It is intended that the restriction will be interpreted in a manner consistent
with the statutory requirements, including rules adopted and interpretations
published by the SEC under Section 5 of the 1940 Act. For example, for purposes
of this restriction, in accordance with Rule 5b-2 of the 1940 Act, the value of
a guarantee or letter of credit may be excluded from the value of a Fund's
investments in the guarantor (or issuer of the letter of credit) if the
aggregate value of securities owned by the Fund and guaranteed by such guarantor
(plus any other investments in securities issued by the guarantor) does not
exceed 10% of the Fund's total assets.
In addition, for Columbia Massachusetts Intermediate Municipal Bond Fund,
Columbia Connecticut Intermediate Municipal Bond Fund, Columbia New Jersey
Intermediate Municipal Bond Fund, Columbia New York Intermediate Municipal Bond
Fund, and Columbia Rhode Island Intermediate Municipal Bond Fund, the proposed
restriction would provide that:
"For purposes of this restriction, tax exempt securities that are
supported solely by the revenues of a particular private entity will be
deemed to have been issued by that entity."
-39-
The Trustees recommend that the affected Funds' current fundamental investment
restrictions with respect to diversification of investments be amended as
proposed in order to conform the affected Funds' restrictions to the statutory
requirements discussed above. These proposed changes will reduce administrative
and compliance burdens by simplifying and making uniform the fundamental
investment restrictions with respect to diversification of investments.
2.D. AMENDING FUNDAMENTAL INVESTMENT RESTRICTIONS WITH RESPECT TO INVESTMENTS
IN COMMODITIES.
AFFECTED FUNDS:
Columbia Asset Allocation Fund Columbia Massachusetts Intermediate Columbia Disciplined Value Fund
Columbia Dividend Income Fund Municipal Bond Fund Columbia Growth Stock Fund
Columbia High Yield Municipal Fund Columbia New Jersey Intermediate Columbia Intermediate Bond Fund
Columbia Large Cap Growth Fund Municipal Bond Fund Columbia Large Cap Core Fund
Columbia Quality Plus Bond Fund Columbia Rhode Island Intermediate Columbia New York Intermediate
Columbia Small Company Equity Fund Municipal Bond Fund Municipal Bond Fund
Columbia Tax-Managed Growth Fund Columbia Young Investor Fund Columbia Small Cap Fund
Columbia Connecticut Intermediate Columbia U.S. Treasury Index
Municipal Bond Fund
Columbia Income Fund
Columbia Intermediate Tax-Exempt
Bond Fund
Columbia Large Cap Growth Fund
The 1940 Act requires the Funds to state a fundamental investment restriction
regarding the purchase and sale of commodities. EXHIBIT 5 lists the current
fundamental investment restriction of each Fund with respect to investment in
commodities and commodity contracts (including, for one Fund, investments in
oil, gas or mineral development programs or leases). The Funds' current
restrictions generally prohibit them from purchasing commodities or commodity
contracts, but for certain of the Funds permit them to invest in certain futures
contracts.
The proposed amended fundamental investment restriction is as follows:
"The fund may not ... [p]urchase or sell commodities, except that a fund
may, to the extent consistent with its investment objective, invest in
securities of companies that purchase or sell commodities or which invest
in such programs, and purchase and sell options, forward contracts,
futures contracts, and options on futures contracts and enter into swap
contracts and other financial transactions relating to commodities. This
limitation does not apply to foreign currency transactions, including
without limitation forward currency contracts."
The Trustees recommend that the affected Funds' current fundamental investment
restrictions with respect to investments in commodities be amended as proposed.
The proposed amendment would make it clear that the Funds may utilize not only
certain futures, but also options, options on futures and other financial
transactions that do not involve physical commodities to the extent consistent
with the Funds' investment objectives and policies. The addition of financial
transactions relating to commodities is intended to give the Funds maximum
flexibility to invest in a variety of modern financial instruments that could
technically be considered commodities, but which do not involve the direct
purchase and sale of physical commodities, which are the intended focus of the
restriction. Although Columbia
-40-
Management generally has no present intention of changing the way in which the
Funds are managed as a result of this amendment, this investment flexibility
could, in the future, assist the Funds in achieving their investment objectives,
in part because such strategies may offer opportunities for hedging and
increased investment return. These proposed changes will also reduce
administrative and compliance burdens by simplifying and making uniform the
fundamental investment restrictions with respect to commodities.
2.E. AMENDING FUNDAMENTAL INVESTMENT RESTRICTIONS WITH RESPECT TO INVESTMENTS
IN REAL ESTATE.
AFFECTED FUNDS: All Funds except the Merger Funds
The 1940 Act requires the Funds to state a fundamental policy regarding the
purchase and sale of real estate. EXHIBIT 6 lists the current fundamental
investment restriction of each Fund with respect to investment in real estate
and securities secured by and/or of companies that deal in real estate.
Currently, many Funds' investment policies restrict their ability to sell real
estate even when the Fund acquires ownership of the real estate as a result of
its permissible investments. For instance, it is possible that a Fund could, as
a result of an investment in debt securities of a company that deals in real
estate, come to hold an interest in real estate if the issuer defaulted on its
debt obligations. Accordingly, the Trustees recommend that this policy be
modified to allow the holding and sale of real estate when ownership of real
estate results from the exercise of its rights as a holder of real estate
securities and to clarify that a Fund may invest in real estate-related
securities and real estate-backed securities or instruments.
The proposed amended fundamental investment restriction is as follows:
"The fund may not ... [p]urchase or sell real estate, except a fund may
purchase securities of issuers which deal or invest in real estate and may
purchase securities which are secured by real estate or interests in real
estate and it may hold and dispose of real estate or interests in real
estate acquired through the exercise of its rights as a holder of
securities which are secured by real estate or interests therein."
These proposed changes will also reduce administrative and compliance burdens by
simplifying and making uniform the fundamental investment restrictions with
respect to real estate.
2.F. AMENDING FUNDAMENTAL INVESTMENT RESTRICTIONS WITH RESPECT TO UNDERWRITING
OF SECURITIES.
AFFECTED FUNDS: All Funds except the Merger Funds
The 1940 Act requires the Funds to state the extent to which they intend to
engage in the business of underwriting securities issued by other persons. Under
applicable law, a person or company generally is considered to be an underwriter
if the person or company participates in the public distribution of securities
of other issuers, which involves purchasing the securities from another issuer
with the intention of re-selling the securities to the public. From time to
time, a Fund may purchase securities in a private transaction for investment
purposes and later sell the securities to institutional investors. Under these
or other circumstances, a Fund could
-41-
possibly be considered to be within the technical definition of an underwriter
under applicable law. The SEC staff has issued interpretations that clarify that
re-sales of privately placed securities by institutional investors, such as
funds, do not make the institutional investor an underwriter in these
circumstances.
EXHIBIT 7 lists the current fundamental investment restrictions with respect to
participation in the underwriting of securities of each of the affected Funds.
The proposed amended fundamental investment restriction is as follows:
"The fund may not ... [u]nderwrite any issue of securities issued by other
persons within the meaning of the [Securities Act of 1933][1933 Act]
except when it might be deemed to be an underwriter either: (a) in
connection with the disposition of a portfolio security; or (b) in
connection with the purchase of securities directly from the issuer
thereof in accordance with its investment objective. This restriction
shall not limit the fund's ability to invest in securities issued by other
registered investment companies."
The Trustees recommend that this policy be amended as proposed in order to
conform the affected Funds' policies to the statutory and related requirements
discussed above and to the policies of the other Funds. In addition, these
proposed changes will reduce administrative and compliance burdens by
simplifying and making uniform the fundamental investment restrictions with
respect to underwriting of securities.
2.G. ELIMINATION OF FUNDAMENTAL INVESTMENT RESTRICTIONS WITH RESPECT TO
PURCHASING SECURITIES ON MARGIN
AFFECTED FUNDS:
Columbia California Tax-Exempt Fund Columbia Connecticut Tax-Exempt Fund Columbia Utilities Fund
Columbia Global Equity Fund Columbia Federal Securities Fund Columbia Liberty Fund
Columbia Massachusetts Tax-Exempt Fund Columbia New York Tax-Exempt Fund Columbia U.S. Treasury Index Fund
Columbia Tax-Exempt Fund Columbia Tax-Exempt Insured Fund
EXHIBIT 8 lists the current fundamental investment restriction of each of
the affected Funds with respect to purchasing securities on margin. Section
12(a)(1) of the 1940 Act generally prohibits a fund from purchasing securities
on margin in contravention of any SEC rules. To date, however, the SEC has not
adopted any such rules. There are no SEC rules requiring, and the 1940 Act does
not require, that funds state a fundamental investment policy with respect to
purchasing securities on margin. As noted above, although Columbia Management
generally has no present intention of changing the way in which the affected
Funds are managed as a result of the elimination of these restrictions, the
Trustees believe it is not in the Funds' best interests to maintain unnecessary
fundamental policies. Accordingly, the Trustees recommend that each affected
Fund's fundamental investment restriction with respect to purchasing securities
on margin be eliminated.
2.H. ELIMINATION OF FUNDAMENTAL INVESTMENT RESTRICTIONS WITH RESPECT TO
INVESTING FOR THE PURPOSE OF EXERCISING CONTROL
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AFFECTED FUNDS:
Columbia Global Equity Fund Columbia Income Fund Columbia U.S. Treasury Index Fund
Columbia Growth Stock Fund Columbia Intermediate Bond Fund
EXHIBIT 9 lists the current fundamental investment restriction of each of the
affected Funds with respect to investing for the purpose of exercising control.
Applicable regulations formerly required disclosure on this subject to the
extent that a fund intends to invest in companies for the purpose of exercising
control (as defined in the 1940 Act). There is no requirement, however, that a
fund have an affirmative policy on this subject, or that any policy that it does
have be categorized as fundamental. As noted above, although Columbia Management
generally has no present intention of changing the way in which the affected
Funds are managed as a result of the elimination of these restrictions,
consistent with the Trustees' belief that it is not in the Funds' best interests
to maintain fundamental investment restrictions that are not required by
applicable law, the Trustees recommend that each affected Fund's fundamental
investment restriction with respect to investing for the purpose of exercising
control be eliminated.
2.I. ELIMINATION OF FUNDAMENTAL INVESTMENT RESTRICTIONS WITH RESPECT TO SHORT
SALES
AFFECTED FUND:
Columbia U.S. Treasury Index Fund
The affected Fund has a fundamental investment restriction stating that:
The Fund may not "[m]ake short sales of securities or maintain a short
position."
There are no SEC rules requiring, and the 1940 Act does not require, that the
Fund state a fundamental investment policy with respect to short sales. As noted
above, although Columbia Management generally has no present intention of
changing the way in which the affected Fund is managed as a result of the
elimination of these restrictions, consistent with the Trustees' belief that it
is not in the Fund's best interests to maintain fundamental investment
restrictions that are not required by applicable law, the Trustees recommend
that the affected Fund's fundamental investment restriction with respect to
short sales be eliminated.
2.J. AMENDMENT TO FUNDAMENTAL INVESTMENT RESTRICTIONS WITH RESPECT TO
CONCENTRATING INVESTMENTS IN AN INDUSTRY
AFFECTED FUNDS: All Funds except the Merger Funds
Under applicable law, an investment company may not concentrate its investments
in any industry or group of industries without shareholder approval, and must
concentrate its investments consistent with any policy to do so. Although
"concentration" is not defined in the 1940 Act, the SEC has generally regarded a
fund as concentrating its investments in an industry if the fund invests more
than 25% of its net assets in securities of issuers in that industry.
Columbia Global Equity Fund currently concentrates its investments in public
utilities industry. The Trustees believe that it would be in the best interests
of Columbia Global Equity Fund's shareholders to amend its restrictions to
provide that the Fund will no longer concentrate its investments in the
utilities industry. This is an exception to Columbia Management's general
intention that the way in which the affected Funds are managed will not change
as a result of amending the Funds' fundamental restrictions.
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EXHIBIT 10 lists the affected Funds' current fundamental investment restrictions
with respect to concentrating investments in an industry. The proposed amended
fundamental investment restriction is as follows:
"The fund may not ... [p]urchase any securities which would cause 25% or
more of the value of its total assets at the time of purchase to be
invested in the securities of one or more issuers conducting their
principal business activities in the same industry, provided that: (a)
there is no limitation with respect to obligations issued or guaranteed by
the U.S. Government, any state or territory of the United States, or any
of their agencies, instrumentalities or political subdivisions; and (b)
notwithstanding this limitation or any other fundamental investment
limitation, 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 and any applicable exemptive relief."
The Trustees recommend that this policy be amended as shown above to conform the
affected Funds' policies to the statutory and related requirements discussed
above and to the policies of the other Funds. In addition, these proposed
changes will reduce administrative and compliance burdens by simplifying and
making uniform the fundamental investment restrictions with respect to
concentrating investments in an industry.
2.K. ELIMINATION OF FUNDAMENTAL INVESTMENT RESTRICTIONS WITH RESPECT TO
PURCHASING ILLIQUID SECURITIES
AFFECTED FUND:
Columbia U.S. Treasury Index Fund
The affected Fund has a fundamental investment restriction stating that:
The Fund may not "[i]nvest more than 5% of the value of the Fund's
net assets in securities which may be illiquid because of legal or
contractual restrictions on resale or securities for which there are no
readily available market quotations. For purposes of this limitation,
repurchase agreements with maturities greater than seven days shall be
considered illiquid securities."
The 1940 Act does not require the Fund to state a fundamental investment
restriction on this matter although the staff of the SEC has taken the position
that an open-end investment company may not invest more than 15% of its net
assets in illiquid securities (10% for money market funds). As noted above,
although Columbia Management generally has no present intention of changing the
way in which the affected Fund is managed as a result of the elimination of
these restrictions, the Trustees believe it is not in the Fund's best interests
to maintain fundamental policies that are not required by applicable law.
Accordingly, the Trustees recommend that the affected Fund's fundamental
investment restriction with respect to purchasing illiquid securities be
eliminated.
2.L. ELIMINATION OF FUNDAMENTAL INVESTMENT RESTRICTIONS WITH RESPECT TO
INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES
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AFFECTED FUND:
Columbia U.S. Treasury Index Fund
The affected Fund has a fundamental investment restriction stating that:
The Fund may not "[p]urchase securities of other investment
companies except as they may be acquired in connection with a merger,
consolidation, acquisition, reorganization or offer of exchange and except
as permitted under the 1940 Act. Purchases in connection with this
restriction may subject shareholders to duplicate fees and expenses."
Under the 1940 Act, a Fund's investment in investment companies is limited to,
subject to certain exceptions, (i) 3% of the total outstanding voting shares of
any one investment company, (ii) 5% of the Fund's total assets with respect to
shares of any one investment company, and (iii) 10% of the Fund's total assets
with respect to shares of investment companies in the aggregate. The 1940 Act,
however, does not require investment companies to maintain fundamental
investment policies with respect to investing in securities of other investment
companies. In addition, the Securities and Exchange Commission has issued
exemptive relief that permits certain investment companies additional
flexibility with respect to investments in other investment companies. As noted
above, although Columbia Management generally has no present intention of
changing the way in which the affected Fund is managed as a result of the
elimination of these restrictions, consistent with the Trustees' belief that it
is not in the Fund's best interests to maintain fundamental investment
restrictions that are not required by applicable law, the Trustees recommend
that the affected Fund's fundamental investment restriction with respect to
investing in securities of other investment companies be eliminated.
2.M. ELIMINATION OF FUNDAMENTAL INVESTMENT RESTRICTIONS WITH RESPECT TO BUYING
AND SELLING PUTS AND CALLS
AFFECTED FUND:
Columbia Small Cap Value Fund
The affected Fund has a fundamental investment restriction stating that:
The Fund "[m]ay purchase and sell futures contracts and related
options so long as the total initial margin and premiums on the contracts
do not exceed 5% of its total assets."
The Trustees recommend that the affected Fund's fundamental investment
restriction with respect to buying and selling puts and calls be eliminated.
If this Proposal is approved, the affected Funds would be able to engage in a
variety of transactions involving the use of options to the extent consistent
with the Funds' investment objectives and policies. As noted above, although
Columbia Management generally has no present intention of changing the way in
which the Funds are managed as a result of the elimination of
-45-
these restrictions, this increased investment flexibility could, in the future,
assist each affected Fund in achieving its investment objective. Columbia
Management also believes that elimination of this investment restriction would
reduce administrative and compliance burdens by conforming each affected Fund's
fundamental investment restrictions with the other Funds which currently do not
have a fundamental investment restriction with respect to investments in
options. For more information regarding options on futures, see Proposal 2.D.
above.
A Fund may purchase put options to protect its portfolio holdings in an
underlying security against a decline in market value. Such protection is
provided during the life of the put option since the Fund, as holder of the
option, is able to sell the underlying security at the put exercise price
regardless of any decline in the underlying security's market price. In order
for a put option to be profitable, the market price of the underlying security
must decline sufficiently below the exercise price to cover the premium and
transaction costs. By using put options in this manner, a fund will reduce any
profit it might otherwise have realized from appreciation of the underlying
security by the premium paid for the put option and by transaction costs.
A Fund may purchase call options to hedge against an increase in the price of
securities that the fund wants ultimately to buy. Such hedge protection is
provided during the life of the call option since the Fund, as holder of the
call option, is able to buy the underlying security at the exercise price
regardless of any increase in the underlying security's market price. In order
for a call option to be profitable, the market price of the underlying security
must rise sufficiently above the exercise price to cover the premium and
transaction costs.
The successful use of a Fund's options strategies depends on the ability of
Columbia Management to forecast correctly interest rate and market movements.
When a Fund purchases an option, it runs the risk that it will lose its entire
investment in the option in a relatively short period of time, unless the Fund
exercises the option or enters into a closing sale transaction before the
option's expiration. If the price of the underlying security does not rise (in
the case of a call) or fall (in the case of a put) to an extent sufficient to
cover the option premium and transaction costs, the Fund will lose part or all
of its investment in the option. This contrasts with an investment by the Fund
in the underlying security, since the Fund will not realize a loss if the
security's price does not change.
The effective use of options also depends on a Fund's ability to terminate
option positions at times when Columbia Management deems it desirable to do so.
There is no assurance that a Fund will be able to effect closing transactions at
any particular time or at an acceptable price.
REQUIRED VOTE AND EFFECTIVE DATE. Shareholders of each Fund are entitled to vote
on each Proposal 2.A. through 2.M. if the Proposal affects their Fund, voting
separately by Fund. Approval of each of Proposals 2.A. through 2.M. requires the
affirmative vote of a "majority of the outstanding voting securities" of a Fund
entitled to vote on such Proposal. As defined by the 1940 Act, a "majority of
the outstanding voting securities" 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. To the extent multiple Proposals apply to the same Fund, the adoption of
any of these Proposals is not contingent on the adoption of any other
-46-
Proposal by shareholders of the Fund. In addition, with respect to each Fund,
the adoption of any of these Proposals 2.A. through 2.M. is not contingent on
election of any Trustees pursuant to Proposal 1.
As noted above, if approved by shareholders at the Meeting, each Proposal 2.A.
through 2.M. will take effect on [___________], 2005.
THE TRUSTEES UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS VOTE FOR PROPOSAL
2.A. THROUGH 2.M., AS APPLICABLE.
III. OTHER INFORMATION
Certain additional information regarding Columbia Management and the Meeting is
presented below.
MANAGEMENT
Columbia Management, located at One Financial Center, Boston, MA 02111, is the
Funds' investment adviser. Columbia Management, a registered investment adviser,
has been an investment adviser since 1969. Columbia Funds Distributor, Inc.
("CFD"), located at One Financial Center, Boston, MA 02111, is the Funds'
distributor. Columbia Management and CFD are wholly owned subsidiaries of
Columbia Management Group, Inc. ("CMG"), which is a wholly owned subsidiary of
Bank of America Corporation. Prior to April 1, 2004, CMG was an indirect wholly
owned subsidiary of Fleet Boston Financial Corporation. Effective April 1, 2004,
Fleet Boston Financial Corporation was acquired by Bank of America Corporation.
Bank of America is one of the world's largest financial institutions, serving
individual consumers, small businesses and large corporations and institutions
with a full range of banking, investing, asset management and other financial
and risk management products and services. CMG is located at One Financial
Center, Boston, MA 02111.
LEGAL PROCEEDINGS
On February 9, 2005, Columbia Management and CFD (collectively, the "Columbia
Group") entered into an Assurance of Discontinuance with the New York Attorney
General ("NYAG") (the "NYAG Settlement") and consented to the entry of a
cease-and-desist order by the Securities and Exchange Commission ("SEC") (the
"SEC Order"). The SEC Order and the NYAG Settlement are referred to collectively
as the "Settlements". The Settlements contain substantially the same terms and
conditions as outlined in the agreements in principle which Columbia Group
entered into with the SEC and NYAG in March 2004. Under the terms of the SEC
Order, the Columbia Group has agreed among other things, to: pay $70 million in
disgorgement and $70 million in civil money penalties; cease and desist from
violations of the antifraud provisions and certain other provisions of the
federal securities laws; maintain certain compliance and ethics oversight
structures; retain an independent
-47-
consultant to review the Columbia Group's applicable supervisory, compliance,
control and other policies and procedures; and retain an independent
distribution consultant (see below). The Columbia Funds have also undertaken to
implement certain governance measures designed to maintain the independence of
their boards of trustees. The NYAG Settlement also, among other things, requires
Columbia and its affiliates, Banc of America Capital Management, LLC and BACAP
Distributors, LLC to reduce certain Columbia Funds, Nations Funds and other
mutual funds management fees collectively by $32 million per year for five
years, for a projected total of $160 million in management fee reductions.
Pursuant to the procedures set forth in the SEC order, the $140 million in
settlement amounts described above will be distributed in accordance with a
distribution plan to be developed by an independent distribution consultant, who
is acceptable to the SEC staff and the Columbia Funds' independent trustees. The
distribution plan must be based on a methodology developed in consultation with
the Columbia Group and the Fund's independent trustees and not unacceptable to
the staff of the SEC. "At this time, the distribution plan is still under
development. As such, any gain to the fund or its shareholders can not currently
be determined." As a result of these matters or any adverse publicity or other
developments resulting from them, there may be increased redemptions or reduced
sales of fund shares, which could increase transaction costs or operating
expenses, or have other adverse consequences for the funds. A copy of the SEC
Order is available on the SEC website at http://www.sec.gov. A copy of the NYAG
Settlement is available as part of the Bank of America Corporation Form 8-K
filing on February 10, 2005.
On January 11, 2005, a putative class action lawsuit was filed in federal
district court in Massachusetts against, among others, the Trustees of the Fund
and Columbia. The lawsuit alleges that defendants violated common law duties to
fund shareholders as well as sections of the Investment Company Act of 1940, by
failing to ensure that the Fund and other affiliated funds participated in
securities class action settlements for which the funds were eligible.
Specifically, plaintiffs allege that defendants failed to submit proof of claims
in connection with settlements of securities class action lawsuits filed against
companies in which the funds held positions.
In 2004, certain Columbia funds, advisers and affiliated entities were named as
defendants in certain purported shareholder class and derivative actions making
claims, including claims under the Investment Company and the Investment
Advisers Acts of 1940 and state law. The suits allege, inter alia, that the fees
and expenses paid by the funds are excessive and that the advisers and their
affiliates inappropriately used fund assets to distribute the funds and for
other improper purpose. On March 2, 2005, the actions were consolidated in the
Massachusetts federal court as In re Columbia Entities Litigation. The
plaintiffs are expected to file a consolidated amended complaint in June 2005.
The Fund and the other defendants to these actions, including Columbia and
various of its affiliates, certain other mutual funds advised by Columbia and
its affiliates, and various directors of such funds, have denied these
allegations and are contesting the plaintiffs' claims. These proceedings are
ongoing, however, based on currently available information, Columbia believes
that these lawsuits are without merit, that the likelihood they will have a
material adverse impact on any fund is remote, and that the lawsuits are not
likely to materially affect its ability to provide investment management
-48-
services to its clients, including the Fund. In connection with events described
in detail above, various parties have filed suit against certain funds, their
Boards, FleetBoston Financial Corporation and its affiliated entities and/or
Bank of America Corporation and its affiliated entities. More than 300 cases
including those filed against entities unaffiliated with the funds, their
Boards, FleetBoston Financial Corporation and its affiliated entities and/or
Bank of America Corporation and its affiliated entities have been transferred to
the Federal District Court in Maryland and consolidated in a multi-district
proceeding (the "MDL"). On March 21, 2005 purported class action plaintiffs
filed suit in Massachusetts state court alleging that the conduct, including
market timing, entitles Class B shareholders in certain Columbia funds to an
exemption from contingent deferred sales charges upon early redemption (the
"CDSC Lawsuit"). The CDSC Lawsuit has been removed to federal court in
Massachusetts and the federal Judicial Panel has conditionally ordered its
transfer to the MDL. The MDL is ongoing. Accordingly, an estimate of the
financial impact of this litigation on any Fund, if any, can not currently be
made.
-49-
OTHER BUSINESS
The Meeting has been called to transact any business that properly comes before
it. The only business that management of the Funds intends to present or knows
that others will present is the Proposals. 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 Funds has previously received written
contrary instructions from the shareholder entitled to vote the shares.
OUTSTANDING SHARES AND SIGNIFICANT SHAREHOLDERS
The table in Appendix E lists for each Fund the total number of shares
outstanding as of the close of business on June 28, 2005, for each class of a
Fund's shares entitled to vote at the Meeting.
The table in Appendix F lists each holder of more than five percent of any class
of shares of each Fund as of the close of business on May 31, 2005. The Trustees
and officers of each Fund, in the aggregate, owned less than 1% of each Fund's
outstanding shares as of May 31, 2005.
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 Proposals.
Any proxy may be revoked at any time prior to its being exercised by written
notification received by the Funds' Secretary, by the execution of a later dated
proxy, or by attending the Meeting and voting in person.
Votes cast in person or by proxy at the Meeting will be counted by persons
appointed by the Funds as tellers for the Meeting (the "Tellers"). For each
Fund, 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 that Fund.
Approval of Proposal 1 is by a plurality of votes cast at the Meeting. Approval
of each of Proposals 2.A. through 2.M. requires the affirmative vote of a
"majority of the outstanding voting securities" of a Fund entitled to vote on
such Proposal. As defined by the 1940 Act, a "majority of the outstanding voting
securities" 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 June 28, 2005, may vote.
-50-
In determining whether a quorum is present, the Tellers will count shares
represented by proxies that reflect abstentions, and "broker non-votes," as
shares that are present and entitled to vote. With respect to Proposal 1,
withheld authority, abstentions and broker non-votes have no effect on the
outcome of voting. With respect to any other Proposals, withheld authority,
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 any of the proposals have not been
received, the persons named as proxies may propose one or more adjournments of
the Meeting to permit further solicitation of proxies. A shareholder vote may be
taken on one or more of the proposals referred to above prior to such
adjournment if sufficient votes have been received and it is otherwise
appropriate. Any such adjournment will require the affirmative vote of a
majority of those 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 any such proposal in favor of
such adjournment and will vote those proxies that require them to vote for
rejection of any such proposal against any such adjournment.
SUBMISSION OF PROPOSALS FROM SHAREHOLDERS AT FUTURE MEETINGS
Your Fund does not regularly hold annual shareholder meetings, but may from time
to time schedule special meetings. In accordance with the regulations of the
SEC, in order to be eligible for inclusion in 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 Funds, One
Financial Center, Boston, Massachusetts 02111-2621.
OTHER INFORMATION
EACH FUND HAS PREVIOUSLY SENT ITS MOST RECENT ANNUAL REPORT AND SEMI-ANNUAL
REPORT FOR ANY SUBSEQUENT SEMI-ANNUAL PERIOD TO ITS SHAREHOLDERS. YOU MAY OBTAIN
A COPY OF THE REPORT, FREE OF CHARGE, BY WRITING TO COLUMBIA AT ONE FINANCIAL
CENTER, BOSTON, MASSACHUSETTS 02111-2621, OR BY CALLING 1-800-426-3750.
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APPENDIX A - OFFICER INFORMATION
The names and ages of the executive officers of the Funds, the year each was
first elected or appointed to office and their principal business occupations
during at least the last five years are shown below. The address of each officer
is One Financial Center, Boston, MA 02111-2621.
YEAR FIRST ELECTED
OFFICERS OR APPOINTED TO
NAME/AGE AND ADDRESS POSITION WITH FUNDS OFFICE PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS
- --------------------- ------------------- ------------------ -----------------------------------------------------------------
Christopher L. Wilson Head of Mutual Funds 2004 Head of Mutual Funds since August, 2004 and Senior Vice President
(Age 47) since August 2004; of the Advisor since January, 2005; President of the Columbia
President of the Funds, Liberty Funds and Stein Roe Funds since October, 2004;
Columbia Funds since President and Chief Executive Officer of the Nations Funds since
October 2004 January, 2005; Senior Vice President of BACAP Distributors LLC
since January, 2005; Director of FIM Funding, Inc. since January,
2005; Senior Vice President of Columbia Funds Distributor, Inc.
since January, 2005; Director of Columbia Funds Services, Inc.
since January, 2005 (formerly President and Chief Executive
Officer, CDC IXIS Asset Management Services, Inc. from September,
1998 to August, 2004).
J. Kevin Connaughton Treasurer 2000 Treasurer of the Columbia Funds since October, 2003 and of the
(Age 40) Liberty Funds, Stein Roe Funds and All-Star Funds since December,
2000; Vice President of the Advisor since April, 2003 (formerly
President of the Columbia Funds, Liberty Funds and Stein Roe
Funds from February, 2004 to October, 2004; Chief Accounting
Officer and Controller of the Liberty Funds and All-Star Funds
from February, 1998 to October, 2000); Treasurer of the Galaxy
Funds since September, 2002 (formerly Treasurer from December,
2002 to December, 2004 and President from February, 2004 to
December, 2004 of the Columbia Management Multi-Strategy Hedge
Fund, LLC; Vice President of Colonial Management Associates, Inc.
from February, 1998 to October, 2000).
Mary Joan Hoene Senior Vice 2004 Senior Vice President and Chief Compliance Officer of the
(Age 54) President and Columbia Funds, Liberty Funds, Stein Roe Funds and All-Star Funds
40 West 57th Street Chief Compliance since August, 2004 (formerly Partner, Carter, Ledyard & Milburn
New York, NY 10019 Officer since 2004 LLP from January, 2001 to August, 2004; Counsel, Carter, Ledyard
& Milburn LLP from November, 1999 to December, 2000; Vice
President and Counsel, Equitable Life Assurance Society of the
United States from April, 1998 to November, 1999).
Michael G. Clarke Chief 2004 Chief Accounting Officer of the Columbia Funds, Liberty Funds,
(Age 35) Accounting Stein Roe Funds and All-Star Funds since October, 2004 (formerly
Officer since Controller of the Columbia Funds, Liberty Funds, Stein Roe Funds
October 2004 and the All-Star Funds from May, 2004 to October, 2004);
Assistant treasurer from June, 2002 to May, 2004; Vice President,
Product Strategy & Development of the Liberty Funds Group from
February, 2001 to June, 2002; Assistant Treasurer of the Liberty
Funds Group from February, 2001 to June, 2002; Assistant
Treasurer of the Liberty Funds, Stein Roe Funds and the All-Star
Funds from August, 1999 to February, 2001; Audit Manager,
Deloitte & Touche LLP from May, 1997 to August, 1999.
Jeffrey R. Controller 2004 Controller of the Columbia Funds, Liberty Funds, Stein Roe Funds
Coleman (Age 35) since October and the All-Star Funds since October, 2004 (formerly Vice
2004 President of CDC IXIS Asset Management Services, Inc. and Deputy
Treasurer of the CDC Nvest Funds and Loomis Sayles Funds from
February, 2003 to September, 2004; Assistant Vice President of
CDC IXIS Asset Management Services, Inc. and Assistant Treasurer
of the CDC Nvest Funds from August, 2000 to February, 2003; Tax
Manager of PFPC, Inc. from November, 1996 to August, 2000).
R. Scott Secretary 2004 Secretary of the Columbia Funds, Liberty Funds and the Stein Roe
Henderson since Funds since December, 2004 (formerly Of Counsel Bingham McCutchen
(Age 45) December 2004 from April 2001 to September 2004; Executive Director and General
Counsel, Massachusetts Pension Reserves Investment Management
Board from September, 1997 to March, 2001).
A-1
APPENDIX B.1 -- TRUSTEES' COMPENSATION
For the calendar year ended December 31, 2004, the Trustees received the
following compensation for serving as Trustees:
TOTAL COMPENSATION FROM THE
FUND COMPLEX PAID TO THE
PENSION OR RETIREMENT TRUSTEES FOR THE
BENEFITS ACCRUED AS PART CALENDAR YEAR ENDED
OF FUND EXPENSES (1) DECEMBER 31, 2004
------------------------ ---------------------------
DISINTERESTED TRUSTEES
Douglas A. Hacker N/A $135,000
Janet Langford Kelly N/A $148,500
Richard W. Lowry N/A $150,700
Charles R. Nelson N/A $141,500
John J. Neuhauser N/A $158,284
Patrick J. Simpson (2) N/A $129,000
Thomas E. Stitzel N/A $149,000
Thomas C. Theobald (2) N/A $172,500
Anne-Lee Verville (2) N/A $157,000
Richard L. Woolworth N/A $131,000
INTERESTED TRUSTEE
William E. Mayer N/A $166,700
(1) The Funds do not currently provide pension or retirement plan benefits to
the Trustees.
(2) During the calendar year ended December 31, 2004, Mr. Simpson deferred
$129,000 of his total compensation pursuant to the deferred compensation plan,
Mr. Theobald deferred $90,000 of his total compensation pursuant to the deferred
compensation plan and Ms. Verville deferred $55,000 of her total compensation
pursuant to the deferred compensation plan.
B-1
APPENDIX B.2 -- TRUSTEES' COMPENSATION
For the last fiscal year, the Trustees received from each Fund the following
compensation for serving as Trustees:
<Table>
<Caption>
AGGREGATE AGGREGATE AGGREGATE AGGREGATE AGGREGATE
COMPENSATION FROM COMPENSATION COMPENSATION FROM COMPENSATION FROM COMPENSATION FROM
HYOF FOR THE FISCAL FROM SIF FOR THE FSF FOR THE FISCAL QPBF FOR THE FISCAL IGIF FOR THE FISCAL
YEAR ENDED FISCAL YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED
Trustee MAY 31, 2005 MAY 31, 2005 AUGUST 31, 2004 APRIL 30, 2005 APRIL 30, 2004
------------------- ----------------- ------------------ ------------------ -------------------
Douglas A. Hacker $1,685 $2,955 3,132 $2,062 $1,153
Janet Langford Kelly 1,937 3,415 3,140 2,337 1,305
Richard W. Lowry 1,544 2,722 2,941 1,876 1,049
William E. Mayer 1,787 3146 3,232 2,158 1,208
Charles R. Nelson 1,792 3,156 3,121 2,149 1,202
John J. Neuhauser 1,619 2,848 3,115 1,955 1,094
Patrick J. Simpson(a) 1,612 2,839 2,497 1,939 1,085
Thomas E. Stitzel 1,816 3,187 3,342 2,201 1,231
Thomas C. Theobald(b) 2,201 3,864 3,788(e) 2,706 1,509
Anne-Lee Verville(c) 1,939 3,399 3,691 2,355 1,317
Richard L. Woolworth 1,546 2,713 2,732 1,887 1,055
</Table>
(a) During the fiscal year ended May 31, 2005, Mr. Simpson deferred $1,612
and $2,839 of his compensation from HYOF and SIF, respectively. During
the fiscal year ended August 31, 2004, Mr. Simpson deferred $2,497 of
his compensation from FSF. During the fiscal year ended April 30, 2005,
Mr. Simpson deferred $1,939 of his compensation from QPBF and $1,085
from IGIF.
(b) During the fiscal year ended May 31, 2005, Mr. Theobald deferred $1,287
and $2,233 of his compensation from HYOF and the SIF, respectively.
During the fiscal year ended August 31, 2004, Mr. Theobald deferred
$1,845 of his compensation from FSF. During the fiscal year ended April
30, 2005, Mr. Theobald deferred $1,622 of his compensation from QPBF
and $901 from IGIF.
(c) During the fiscal year ended May 31, 2005, Ms. Verville deferred $400
and $665 of her compensation from HYOF and SIF, respectively. During
the fiscal year ended August 31, 2004, Ms. Verville deferred $1,320 of
her compensation from FSF. During the fiscal year ended April 30, 2005,
Ms. Verville deferred $478 of her compensation from QPBF and $277 from
IGIF.
<Table>
<Caption>
AGGREGATE AGGREGATE AGGREGATE AGGREGATE AGGREGATE
COMPENSATION COMPENSATION COMPENSATION COMPENSATION COMPENSATION
FROM TMGF FOR THE FROM TMVF FOR FROM LF FOR THE FROM MCVF FOR FROM TEF FOR THE
FISCAL YEAR THE FISCAL YEAR FISCAL YEAR THE FISCAL YEAR FISCAL YEAR
ENDED ENDED ENDED ENDED ENDED
Trustee OCTOBER 31, 2004 OCTOBER 31, 2004 SEPTEMBER 30, 2004) SEPTEMBER 30, 2004 NOVEMBER 30, 2004
- ------- ---------------- ---------------- ------------------ ------------------ -----------------
Douglas A. Hacker $ 988 $ 566 $ 2,959 $ 3,375 $ 3,705
Janet Langford Kelly 1,044 597 3,009 3,485 3,956
Richard W. Lowry 927 536 2,845 3,145 3,457
William E. Mayer 1,032 600 3,125 3,463 3,918
Charles R. Nelson 1,023 588 3,008 3,463 3,866
John J. Neuhauser 969 560 2,965 3,347 3,664
Patrick J. Simpson(a) 947 548 2,485 2,682 3,529
Thomas E. Stitzel 1,043 607 3,052 3,461 3,917
Thomas C. Theobald(b) 1,291 725 4,137 4,122 4,934
Anne-Lee Verville(c) 1,155 666 3,503 3,927 4,322
Richard L. Woolworth 931 547 2,504 2,646 3,446
<Caption>
AGGREGATE AGGREGATE
COMPENSATION COMPENSATION
FROM TEIF FOR THE FROM UF FOR THE
FISCAL YEAR FISCAL YEAR
ENDED ENDED
Trustee NOVEMBER 30, 2004 NOVEMBER 30, 2004
- ------- ----------------- -----------------
Douglas A. Hacker $ 745 $ 2,236
Janet Langford Kelly 794 2,364
Richard W. Lowry 703 2,215
William E. Mayer 794 2,464
Charles R. Nelson 781 2,383
John J. Neuhauser 744 2,322
Patrick J. Simpson(a) 720 2,282
Thomas E. Stitzel 805 2,602
Thomas C. Theobald(b) 962 2,640
Anne-Lee Verville(c) 875 2,718
Richard L. Woolworth 716 2,415
</Table>
(a) During the fiscal year ended October 31, 2004, Mr. Simpson deferred
$947 of his compensation from TMGF and $548 of his compensation from
TMVF. During the fiscal year ended September 30, 2004, Mr. Simpson
deferred $2,682 of his compensation from MCVF and $2,485 of his
compensation from LF. During the fiscal year ended November 30, 2004,
Mr. Simpson deferred $3,529 of his compensation from TEF and $720 of
his compensation from TEIF. During the fiscal year ended November 30,
2004, Mr. Simpson deferred $2,282 of his compensation from UF.
(b) During the fiscal year ended October 31, 2004, Mr. Theobald deferred
$745 his compensation from TMGF and $387 of his compensation from TMVF.
During the fiscal year ended September 30, 2004, Mr. Theobald deferred
$2,278 of his compensation from MCVF and $2,839 of his compensation
from LF. During the fiscal year ended November 30, 2004, Mr. Theobald
deferred $3,018 of his compensation from TEF and $529 of his
compensation from TEIF. During the fiscal year ended November 30, 2004,
Mr. Theobald deferred $869 of his compensation from UF.
(c) During the fiscal year ended October 31, 2004, Ms. Verville deferred
$455 of her compensation from TMGF and $236 of her compensation from
TMVF. During the fiscal year ended September 30, 2004, Ms. Verville
deferred $1,602 of her compensation from MCVF and $1,895 compensation
from LF. During the fiscal year ended November 30, 2004, Ms. Verville
deferred $1,844 of her compensation from the TEF and $323 from the
TEIF. During the fiscal year ended November 30, 2004, Ms. Verville
deferred $531 of her compensation from UF.
<Table>
<Caption>
AGGREGATE AGGREGATE AGGREGATE AGGREGATE
COMPENSATION COMPENSATION COMPENSATION COMPENSATION
FROM CTEF FOR THE FROM CCTEF FOR THE FROM MTEF FOR THE FROM NYTEF FOR THE
FISCAL YEAR ENDED FISCAL YEAR ENDED FISCAL YEAR ENDED FISCAL YEAR ENDED
Trustee OCTOBER 31, 2004 OCTOBER 31, 2004 OCTOBER 31, 2004 OCTOBER 31, 2004
- ------- ------------------------- ------------------ ------------------------ -------------------------
Douglas A. Hacker $1,029 $1,535 $885 $753
Janet Langford Kelly 1,136 1,591 930 818
Richard W. Lowry 993 1,505 839 748
William E. Mayer 1,120 1,665 938 834
Charles R. Nelson 1,110 1,606 917 812
John J. Neuhauser 1,039 1,568 877 809
Patrick J. Simpson(a) 1,017 1,551 859 795
Thomas E. Stitzel 1,127 1,760 952 885
Thomas C. Theobald(b) 1,344 1,777 1,128 993
Anne-Lee Verville(c) 1,240 1,844 1,041 956
Richard L. Woolworth 989 1,647 861 811
</Table>
(a) During the fiscal year ended October 31, 2004, Mr. Simpson deferred
$1,017 of his compensation from CTEF, $1,551 from CCTEF, $859 from MTEF
and $795 from NYTEF.
(b) During the fiscal year ended October 31, 2004, Mr. Theobald deferred
$724 of his compensation from CTEF, $555 from CCTEF, $591 from MTEF and
$447 from NYTEF.
(c) During the fiscal year ended October 31, 2004, Ms. Verville deferred
$443 of her compensation from CTEF, $339 from CCTEF, $361 from MTEF and
$273 from NYTEF.
<Table>
<Caption>
AGGREGATE AGGREGATE AGGREGATE AGGREGATE
COMPENSATION FROM COMPENSATION FROM COMPENSATION FROM COMPENSATION FROM
CIMBF FOR THE FISCAL FIMBF FOR THE THE MIMBF FOR THE NJIMBF FOR THE
YEAR ENDED FISCAL YEAR ENDED FISCAL YEAR ENDED FISCAL YEAR ENDED
TRUSTEE OCTOBER 31, 2004 OCTOBER 31, 2004 OCTOBER 31, 2004 OCTOBER 31, 2004
-------------------- ------------------ ------------------ -----------------
Douglas A. Hacker 794 0 1,106 607
Janet Langford Kelly 837 784 1,164 639
Richard W. Lowry 748 725 1,038 576
William E. Mayer 838 806 1,163 644
Charles R. Nelson 822 783 1,142 631
John J. Neuhauser 782 757 1,086 602
Patrick J. Simpson(a) 765 745 1,061 590
Thomas E. Stitzel 844 837 1,168 655
Thomas C. Theobald(b) 1,029 909 1,446 771
Anne-Lee Verville(c) 930 893 1,293 715
Richard L. Woolworth 757 771 1,047 708
<Caption>
AGGREGATE AGGREGATE AGGREGATE
COMPENSATION FROM COMPENSATION FROM COMPENSATION FROM
NYIMBF FOR THE RIIMBF FOR THE ITEBF FOR THE FISCAL
FISCAL YEAR ENDED FISCAL YEAR ENDED YEAR ENDED
TRUSTEE OCTOBER 31, 2004 OCTOBER 31, 2004 OCTOBER 31, 2004
-------------------- ------------------ --------------------
Douglas A. Hacker 674 1,053 2,201
Janet Langford Kelly 710 1,095 1,631
Richard W. Lowry 639 1,023 1,462
William E. Mayer 715 1,135 1,636
Charles R. Nelson 700 1,098 1,604
John J. Neuhauser 668 1,066 1,528
Patrick J. Simpson(a) 654 1,052 1,496
Thomas E. Stitzel 726 1,186 1,653
Thomas C. Theobald(b) 858 1,253 1,997
Anne-Lee Verville(c) 793 1,257 1,818
Richard L. Woolworth 654 1,100 1,488
</Table>
a) During the fiscal year ended October 31, 2004, Mr. Simpson deferred
$,765, $745, $1,061, $590, $654, $1,052, and $1,496 of his compensation
from the CIMBF, FIMBF, MIMBF, NJIMBF, NYIMBF, RIIMBF and ITEBF,
respectively.
(b) During the fiscal year ended October 31, 2004, Mr. Theobald deferred
$57455, $376, $833, $400, $449, $471, and $1,094 of his compensation
from CIMBF, FIMBF, MIMBF, NJIMBF, NYIMBF, RIIMBF and ITEBF,
respectively.
(c) During the fiscal year ended October 31, 2004, Ms. Verville deferred
$351, $230, $509, $244, $274, $288 and $668 of her compensation from
CIMBF, FIMBF, MIMBF, NJIMBF, NYIMBF, RIIMBF and ITEBF, respectively.
<Table>
<Caption>
AGGREGATE AGGREGATE
COMPENSATION AGGREGATE COMPENSATION AGGREGATE AGGREGATE
FROM SCVF FOR COMPENSATION FROM NTF FOR THE COMPENSATION COMPENSATION
THE FISCAL YEAR FROM GIF FOR THE FISCAL YEAR FROM HYMF FOR THE FROM MMF FOR THE
Trustee ENDED FISCAL YEAR ENDED ENDED FISCAL YEAR ENDED FISCAL YEAR ENDED
JUNE 30, 2004 JULY 31, 2004 AUGUST 31, 2004 JUNE 30, 2004 JUNE 30, 2004
-------------- ----------------- ---------------- ----------------- -----------------
Douglas A. Hacker 1,273 $3,956 $1,181 $1,551 $1,448
Janet Langford Kelly 1,149 3,873 1,178 1,437 1,297
Richard W. Lowry 1,139 3,589 1,099 1,427 1,284
Salvatore Macera(a) 51 0 N/A 49 66
William E. Mayer 1,257 3,948 1,202 1,573 1,420
Charles R. Nelson 1,232 3,824 1,167 1,527 1,515
John J. Neuhauser 1,320 3,891 1,154 1,611 1,503
Patrick J. Simpson(b) 677 2,448 928 994 690
Thomas Stitzel 1,221 3,870 1,240 1,560 1,351
Thomas C. Theobald(c) 1,373 4,969 1,442 1,722 1,856
Anne-Lee Verville(d) 1,482 4,566 1,383 1,825 1,686
Richard L. Woolworth 731 2,599 1,013 1,080 733
</Table>
(a) Mr. Macera retired as a Trustee from the Board of Trustees effective
June 18, 2003.
(b) During the fiscal year ended June 30, 2004, Mr. Simpson deferred $677
of his compensation from SCVF. During the fiscal year ended July 31,
2004, Mr. Simpson deferred $2,448 of his compensation from GIF. During
the fiscal year ended August 31, 2004, Mr. Simpson deferred $928 of his
compensation from NTF. During the fiscal year ended June 30, 2004, Mr.
Simpson deferred $994 and $690 of his compensation from HYMF and MMF,
respectively.
(c) During the fiscal year ended June 30, 2004, Mr. Theobald deferred $640
of his compensation from SCVF. During the fiscal year ended July 31,
2004, Mr. Theobald deferred $2,886 of his compensation from GIF. During
the fiscal year ended August 31, 2004, Mr. Theobald deferred $778 of
his compensation from NTF. During the fiscal year ended June 30, 2004,
Mr. Theobald deferred $752 and $888 of his compensation from HYMF and
MMF, respectively
(d) During the fiscal year ended June 30, 2004, Ms. Verville deferred $ 552
of her compensation from SCVF. During the fiscal year ended July 31,
2004, Ms. Verville deferred $2,061 of her compensation from GIF. During
fiscal year ended August 31, 2004, Ms. Verville deferred $558 of her
compensation from NTF. During the fiscal year ended June 30, 2004, Ms.
Verville deferred $612 and $612 of her compensation from HYMF and MMF,
respectively.
<Table>
<Caption>
AGGREGATE AGGREGATE AGGREGATE AGGREGATE
AGGREGATE COMPENSATION COMPENSATION COMPENSATION COMPENSATION
COMPENSATION FROM LCGF FOR FROM DVF FOR THE FROM LCCF FOR THE FROM SCF FOR THE
FROM AAF FOR THE THE FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR
FISCAL YEAR ENDED ENDED ENDED ENDED ENDED
SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30,
TRUSTEE 2004 2004 2004 2004 2004
---------------- -------------- -------------- -------------- -----------------
Douglas A. Hacker $1,332 $2,243 $1,458 $1,392 $2,562
Janet Langford Kelly 1,346 2,274 1,483 1,409 2,676
Richard W. Lowry 1,230 2,051 1,394 1,303 2,341
William E. Mayer 1,356 2,272 1,515 1,431 2,605
Charles R. Nelson 1,344 2,267 1,484 1,281 2,653
John J. Neuhauser 1,316 2,211 1,450 1,383 2,521
Patrick J. Simpson(a) 1,103 1,922 1,073 1,144 2,188
Thomas E. Stitzel 1,364 2,293 1,517 1,448 2,646
Thomas C. Theobald(b) 1,612 2,731 1,717 1,658 3,077
Anne-Lee Verville(c) 1,533 2,575 1,705 1,614 2,966
Richard L. Woolworth 1,109 1,924 1,088 1,163 2,145
<Caption>
AGGREGATE AGGREGATE
COMPENSATION COMPENSATION
FROM SCEF FOR THE FROM DIF FOR THE
FISCAL YEAR FISCAL YEAR
ENDED ENDED
SEPTEMBER 30, SEPTEMBER 30,
TRUSTEE 2004 2004
----------------- ---------------
Douglas A. Hacker $1,304 $1,013
Janet Langford Kelly 1,326 1,027
Richard W. Lowry 1,232 965
William E. Mayer 1,344 1,055
Charles R. Nelson 1,323 1,032
John J. Neuhauser 1,291 1,014
Patrick J. Simpson(a) 979 823
Thomas E. Stitzel 1,341 1,074
Thomas C. Theobald(b) 1,562 1,180
Anne-Lee Verville(c) 1,516 1,185
Richard L. Woolworth 982 849
</Table>
(a) During the fiscal year ended September 30, 2004, Mr. Simpson deferred
$1,103, $1,922, $1,073, $1,144, $2,188, $979, $823 from AAF, LCGF, DVF,
LCCF, SCF and SCEF, respectively.
(b) During the fiscal year ended September 30, 2004, Mr. Theobald deferred
$824, $1,377, $921, $812, $1,566, $872, $542 from AAF, LCGF, DVF, LCCF,
SCF and SCEF, respectively.
(c) During the fiscal year ended September 30, 2004, Ms. Verville deferred
$555, $889, $716, $567, $1,035, $654, $398 from AAF, LCGF, DVF, LCCF,
SCF and SCEF, respectively.
<Table>
<Caption>
AGGREGATE AGGREGATE
COMPENSATION FROM GSF COMPENSATION
FOR THE FISCAL YEAR FROM YIF FOR THE
ENDED FISCAL YEAR ENDED
Trustee SEPTEMBER 30, 2004 SEPTEMBER 30, 2004
- ------- -------------------- ------------------
Douglas A. Hacker $2,404 $1,951
Janet Langford Kelly 2,432 1,981
Richard W. Lowry 2,266 1,810
William E. Mayer 2,482 1,982
Charles R. Nelson 2,437 1,977
John J. Neuhauser 2,393 1,927
Patrick J. Simpson(a) 1,948 1,506
Thomas Stitzel 2,510 2,008
Thomas C. Theobald(b) 2,853 2,205
Anne-Lee Verville(c) 2,796 2,245
Richard L. Woolworth 1,990 1,514
</Table>
(a) During the fiscal year ended September 30, 2004, Mr. Simpson deferred
$1,948 of his compensation from GSF and $1,506 of his compensation from
YIF.
(b) During the fiscal year ended September 30, 2004, Mr. Theobald deferred
$1,404 of his compensation from GSF and $1,004 of his compensation from
YIF.
(c) During the fiscal year ended September 30, 2004, Ms. Verville deferred
$1,004 of her compensation from GSF and $750 of her compensation from
YIF.
<Table>
<Caption>
AGGREGATE AGGREGATE AGGREGATE AGGREGATE AGGREGATE
COMPENSATION COMPENSATION COMPENSATION COMPENSATION COMPENSATION
FROM GEF FOR THE FROM MMMF FOR FROM LCIF FOR THE FROM USTIF FOR FROM SCIF FOR THE
FISCAL YEAR THE FISCAL YEAR FISCAL YEAR THE FISCAL YEAR FISCAL YEAR
ENDED ENDED ENDED ENDED ENDED
Trustee MARCH 31, 2005 MARCH 31, 2005 MARCH 31,2005 MARCH 31, 2005 MARCH 31, 2005
- ------- -------------- -------------- ---------------- -------------- --------------
Douglas A. Hacker $ 626 $ 1,008 $1,965 $907 $939
Janet Langford Kelly 678 997 2,228 958 1,053
Richard W. Lowry 563 886 1,796 813 855
William E. Mayer 652 1,036 2,067 943 985
Charles R. Nelson 644 988 2,070 920 983
John J. Neuhauser 596 942 1,892 860 902
Patrick J. Simpson(a) 586 933 1,857 848 689
Thomas E. Stitzel 678 1,083 2,132 979 784
Thomas C. Theobald(b) 760 1,100 2,569 1,086 1,212
Anne-Lee Verville(c) 709 1,118 2,255 1,023 1,074
Richard L. Woolworth 593 1,000 1,813 871 872
<Caption>
AGGREGATE AGGREGATE
COMPENSATION COMPENSATION
FROM IF FOR THE FROM IBF FOR THE
FISCAL YEAR FISCAL YEAR
ENDED ENDED
Trustee MARCH 31, 2005 MARCH 31, 2005
- ------- -------------- --------------
Douglas A. Hacker $1,403 $2,291
Janet Langford Kelly 1,576 2,609
Richard W. Lowry 1,279 2,096
William E. Mayer 1,473 2,411
Charles R. Nelson 1,469 2,418
John J. Neuhauser 1,348 2,208
Patrick J. Simpson(a) 1,324 2,166
Thomas E. Stitzel 1,522 2,487
Thomas C. Theobald(b) 1,818 3,013
Anne-Lee Verville(c) 1,607 2,632
Richard L. Woolworth 1,304 2,110
</Table>
(a) During the fiscal year ended March 31, 2005, Mr. Simpson deferred $586
of his compensation from GEF, $933 from MMMF, $1,857 from LCIF, $848
from USTIF, $885 from SCIF, $1,324 from IF, and $2,166 from IBF.
(b) During the fiscal year ended March 31, 2005, Mr. Theobald deferred $385
of his compensation from GEF, $419 from MMMF, $1,511 from LCIF, $534
from USTIF, $698 from SCIF, $1,052 from IF, and $1,789 from IBF.
(c) During the fiscal year ended March 31, 2005, Ms. Verville deferred $169
of her compensation from GEF, $192 from MMMF, $676 from LCIF, $242 from
USTIF, $312 from SCIF, $468 from IF, and $797 from IBF.
APPENDIX C - TRUSTEE SHARE OWNERSHIP
AGGREGATE DOLLAR RANGE OF EQUITY
DOLLAR RANGE OF EQUITY SECURITIES OWNED IN ALL FUNDS
SECURITIES OWNED IN THE OVERSEEN BY TRUSTEE/DIRECTOR IN THE
NAME FUND FUND FUND COMPLEX
---- ---- ---- ------------
Douglas A. Hacker Columbia Young Investor Fund $50,001-$100,000 Over $100,000
Columbia Mid Cap Value Fund Over $100,000
Columbia Growth & Income Fund $10,001-$50,000
Janet Langford Kelly Columbia Young Investor Fund Over $100,000 Over $100,000
Columbia Growth & Income Fund Over $100,000
Richard W. Lowry Columbia Global Equity Fund $10,001-$50,000 Over $100,000
William E. Mayer None $0 $50,001-$100,000
Charles R. Nelson Columbia Income Fund $50,001-$100,000 Over $100,000
Columbia Mid Cap Value Fund $10,001-$50,000
Columbia Asset Allocation Fund $50,001-$100,000
Columbia Growth Stock Fund $50,001-$100,000
Columbia Intermediate Bond Fund Over $100,000
Columbia Growth & Income Fund $50,001-$100,000
John J. Neuhauser Columbia Liberty Fund Over $100,000 Over $100,000
Columbia Young Investor Fund $1-$10,000
Columbia High Yield Opportunity Fund $1-$10,000
Columbia Growth & Income Fund $1-$10,000
Columbia Small Cap Value Fund $10,001-$50,000
Columbia Massachusetts Tax-Exempt Fund $50,001-$100,000
Columbia Mid Cap Value Fund $1-$10,000
Columbia Utilities Fund $1-$10,000
Patrick J. Simpson None $0 Over $100,000
Thomas E. Stitzel Columbia Newport Tiger Fund $50,001-$100,000 Over $100,000
Thomas C. Theobald Columbia High Yield Municipal Fund $10,001-$50,000 Over $100,000
Columbia Growth Stock Fund $10,001-$50,000
Columbia Disciplined Value Fund $10,001-$50,000
Anne-Lee Verville None $0 Over $100,000
Richard W. Woolworth None $0 Over $100,000
C-1
APPENDIX D1
AUDIT AUDIT-RELATED TAX ALL OTHER
FEES FEES FEES FEES
- ---------------------- ---- ----- ------------- ---- ---------
2003
2004
2003
2004
2003
2004
2003
2004
2003
2004
2003
2004
2003
2004
2003
2004
D-1
APPENDIX D2
D-2
APPENDIX E - SHARES OUTSTANDING AND ENTITLED TO VOTE
E-1
APPENDIX F - OWNERSHIP OF SHARES
Class Registration Share Balance Percent Class Total
COLUMBIA HIGH YIELD OPPORTUNITY FUND-A
B CITIGROUP GLOBAL MARKETS, INC. 2,327,419.7090 5.45 42,701,142.1460
ATTN: PETER BOOTH 7TH FLOOR
333 W 34TH ST
NEW YORK NY 10001-2402
C MERRILL LYNCH PIERCE FENNER & SMITH 400,624.2620 6.01 6,661,854.4010
FOR THE SOLE BENEFIT OF
ITS CUSTOMERS
ATTN FUND ADMINISTRATION
4800 DEER LAKE DR E FL 2
JACKSONVILLE FL 32246-6484
Z BANK OF AMERICA NA 148,979.4630 5.30 2,812,452.2750
ATTN JOAN WRAY/FUNDS ACCOUNTING
411 N AKARD ST
DALLAS TX 75201-3307
Z CHARLES SCHWAB & CO INC CUST 529,045.7550 18.81 2,812,452.2750
ATTN MUTUAL FUNDS DEPT
101 MONTGOMERY ST
SAN FRANCISCO CA 94104-4122
F-1
Class Registration Share Balance Percent Class Total
COLUMBIA STRATEGIC INCOME FUND-A
C MERRILL LYNCH PIERCE FENNER & SMITH 609,033.7060 7.28 8,365,861.9830
FOR THE SOLE BENEFIT OF
ITS CUSTOMERS
ATTN FUND ADMINISTRATION
4800 DEER LAKE DR E FL 2
JACKSONVILLE FL 32246-6484
Z BANK OF AMERICA NA 7,013,855.3160 92.33 7,596,204.3260
ATTN JOAN WRAY/FUNDS ACCOUNTING
411 N AKARD ST
DALLAS TX 75201-3307
J TOKAI TOKYO SECURITIES 32,381,625.5960 93.31 34,703,515.5960
SHINYAESU BLDG 7-1
KYOBASHI 1-CHOME
CHUO-KU
TOKYO JAPAN 104-0031
J MITSUBISHI SECURITIES CO LTD 2,321,890.0000 6.69 34,703,515.5960
INVESTMENT TRUST DIVISION
MITSUBISHI BUILDING
2-5-2 MARUNOUCHI
CHIYODA-KU TOKYO 100-0005
JAPAN
F-2
Class Registration Share Balance Percent Class Total
COLUMBIA TAX-MANAGED GROWTH FUND-A
Z JONATHAN LOWET 6,259.8630 32.91 19,022.5040
160 E 91ST ST
NEW YORK NY 10125-0001
C MERRILL LYNCH PIERCE FENNER & SMITH 150,919.6600 8.89 1,698,165.1330
FOR THE SOLE BENEFIT OF
ITS CUSTOMERS
ATTN FUND ADMINISTRATION
4800 DEER LAKE DR E FL 2
JACKSONVILLE FL 32246-6484
Z STREIMER SHEET METAL WORKS INC 11,980.8310 62.98 19,022.5040
ATTN MR FRED STREIMER
740 N KNOTT ST
PORTLAND OR 97227-2099
F-3
Class Registration Share Balance Percent Class Total
COLUMBIA TAX-MANAGED VALUE FUND-A
Z ROSE DIAZ & 1,400.3650 25.54 5,483.7800
ROBERT R DIAZ
91 SALEM RD
FISHKILL NY 12524-1420
Z STEVEN J BARBON 2,427.6170 44.27 5,483.7800
ROBERT P ROHALL
PO BOX 279
TEMPLE PA 19560-0279
Z ROBERT P ROHALL 648.0720 11.82 5,483.7800
701 GEORGIA AVE
READING PA 19605-1109
Z MICHAEL DEKEMA & 929.7600 16.95 5,483.7800
PATRICIA DEKEMA TTEES
THE DEKEMA LIVING TRUST
DATED 10/30/89
PO BOX 2174
FRIDAY HARBOR WA 98250-2174
A LPL FINANCIAL SERVICES 79,649.2750 6.87 1,158,993.7370
9785 TOWNE CENTRE DR
SAN DIEGO CA 92121-1968
F-4
Class Registration Share Balance Percent Class Total
COLUMBIA FEDERAL SECURITIES FUND-A
C CITIGROUP GLOBAL MARKETS, INC. 44,291.5210 5.23 846,122.8880
ATTN: PETER BOOTH 7TH FLOOR
333 W 34TH ST
NEW YORK NY 10001-2402
C MERRILL LYNCH PIERCE FENNER & SMITH 51,949.4470 6.14 846,122.8880
FOR THE SOLE BENEFIT OF
ITS CUSTOMERS
ATTN FUND ADMINISTRATION
4800 DEER LAKE DR E FL 2
JACKSONVILLE FL 32246-6484
Z COLUMBIA THERMOSTAT FUND 3,139,993.5170 95.23 3,297,218.3520
C/O PAULA RYAN
227 W MONROE ST STE 3000
CHICAGO IL 60606-5018
F-5
Class Registration Share Balance Percent Class Total
COLUMBIA GLOBAL EQUITY FUND-A
A CITIGROUP GLOBAL MARKETS, INC. 376,301.2450 5.87 6,405,860.1650
ATTN: PETER BOOTH 7TH FLOOR
333 W 34TH ST
NEW YORK NY 10001-2402
C UBS FINANCIAL SERVICES INC. FBO 5,798.7110 6.18 93,784.1430
UBS-FINSVC CDN FBO
JAMES D HEERWAGEN
P.O.BOX 3321,
1000 HARBOR BLVD
WEEHAWKEN NJ 07086-6761
C MERRILL LYNCH PIERCE FENNER & SMITH 6,217.5060 6.63 93,784.1430
FOR THE SOLE BENEFIT OF
ITS CUSTOMERS
ATTN FUND ADMINISTRATION
4800 DEER LAKE DR E FL 2
JACKSONVILLE FL 32246-6484
F-6
Class Registration Share Balance Percent Class Total
COLUMBIA INTERM GOVERNMENT INCOME FD-T
A MCB TRUST SERVICES CUST FBO 14,526.5300 5.41 268,526.9560
IMPCO TECHNOLOGIES INC DEFERRED C
700 17TH ST STE 300
DENVER CO 80202-3531
A ADP CLEARING & OUTSOURCING 13,953.4880 5.20 268,526.9560
26 BROADWAY
NEW YORK NY 10004-1703
C ADP CLEARING & OUTSOURCING 10,106.3220 7.67 131,749.6250
26 BROADWAY
NEW YORK NY 10004-1703
A FERRIS BAKER WATTS INC 77,726.2040 28.95 268,526.9560
JOHN R KARLEN
75 ARCH ST STE 402
AKRON OH 44304-1433
C UBS FINANCIAL SERVICES INC. FBO 28,901.3030 21.94 131,749.6250
MS PUBLIC HEALTH WORKERS
FEDERAL CREDIT UNION
2815 N STATE ST
JACKSON MS 39216-4306
C UBS FINANCIAL SERVICES INC. FBO 14,312.9770 10.86 131,749.6250
MISSISSIPPI PUBLIC
EMPLOYEES CREDIT UNION
613 S WEST ST
JACKSON MS 39201-5506
C UBS FINANCIAL SERVICES INC. FBO 19,221.6390 14.59 131,749.6250
FERGUSON FCU
577 N A SANDIFER RD
MONTICELLO MS 39654-7691
Z BANK OF AMERICA NA 26,682,457.1190 93.10 28,661,001.1080
ATTN JOAN WRAY/FUNDS ACCOUNTING
411 N AKARD ST
DALLAS TX 75201-3307
F-7
Class Registration Share Balance Percent Class Total
COLUMBIA LIBERTY FUND-A
Z ADP CLEARING & OUTSOURCING 5,888.7270 7.49 78,605.0130
26 BROADWAY
NEW YORK NY 10004-1703
Z SE BOO KANG & 5,976.4110 7.60 78,605.0130
IN SOON KANG
1305 KING ARTHUR DR
MECHANICSBURG PA 17050-7672
Z WILLIAM R LARSEN & 10,697.6500 13.61 78,605.0130
BEATRIZ M DE LARSEN
416 E 11TH ST SE
ROME GA 30161-6222
Z STREIMER SHEET METAL WORKS INC 20,222.6510 25.73 78,605.0130
ATTN MR FRED STREIMER
740 N KNOTT ST
PORTLAND OR 97227-2099
F-8
Class Registration Share Balance Percent Class Total
COLUMBIA MID CAP VALUE FUND-Z
C MERRILL LYNCH PIERCE FENNER & SMITH 390,881.5240 14.50 2,696,070.1990
FOR THE SOLE BENEFIT OF
ITS CUSTOMERS
ATTN FUND ADMINISTRATION
4800 DEER LAKE DR E FL 2
JACKSONVILLE FL 32246-6484
Z BANK OF AMERICA NA 8,275,067.5790 31.98 25,878,387.6830
ATTN JOAN WRAY/FUNDS ACCOUNTING
411 N AKARD ST
DALLAS TX 75201-3307
Z CHARLES SCHWAB & CO INC 2,687,029.6960 10.38 25,878,387.6830
SPECIAL CUSTODY ACCOUNT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMERS
ATTN MUTUAL FUNDS
101 MONTGOMERY ST
SAN FRANCISCO CA 94104-4122
A CHARLES SCHWAB & CO INC CUST 2,298,500.1270 8.64 26,594,955.8710
ATTN MUTUAL FUNDS DEPT
101 MONTGOMERY ST
SAN FRANCISCO CA 94104-4122
F-9
Class Registration Share Balance Percent Class Total
COLUMBIA QUALITY PLUS BOND FUND-T
G ADP CLEARING & OUTSOURCING 33,074.1010 9.10 363,628.4870
26 BROADWAY
NEW YORK NY 10004-1703
C MERRILL LYNCH PIERCE FENNER & SMITH 42,550.4310 8.97 474,113.4280
FOR THE SOLE BENEFIT OF
ITS CUSTOMERS
ATTN FUND ADMINISTRATOR
4800 DEER LAKE DR E FL 2
JACKSONVILLE FL 32246-6484
A AMERICAN EXPRESS TRUST COMPANY 703,600.6330 23.58 2,984,273.1560
996 AXP FINANCIAL CTR
MINNEAPOLIS MN 55474-0009
Z AMVESCAP NATIONAL TRUST CO AS AGENT 11,070,544.8170 12.90 85,850,781.9100
FOR FLEET NATIONAL BANK FBO
FLEETBOSTON FINANCIALSAVINGS PLUS
PO BOX 105779
ATLANTA GA 30348-5779
Z BANK OF AMERICA NA TTEE 11,199,784.6620 13.05 85,850,781.9100
FBO BANK OF AMERICA 401K PLAN
ATTN NORMA AJA RETIREMENT SVCS
700 LOUISIANA ST
HOUSTON TX 77002-2700
Z BANK OF AMERICA NA 57,998,698.5480 67.56 85,850,781.9100
ATTN JOAN WRAY/FUNDS ACCOUNTING
411 N AKARD ST
DALLAS TX 75201-3307
A CHARLES SCHWAB & CO INC CUST 514,777.4460 17.25 2,984,273.1560
ATTN MUTUAL FUNDS DEPT
101 MONTGOMERY ST
SAN FRANCISCO CA 94104-4122
F-10
Class Registration Share Balance Percent Class Total
COLUMBIA MUNICIPAL MONEY MARKET FUND-A
C NFSC 74,456.1200 27.93 266,589.6100
RODOLFO A GONZALES
RUDY T GONZALES
796 ASH AVE
CHULA VISTA CA 91910-5320
C UBS FINANCIAL SERVICES INC. FBO 42,662.8600 16.00 266,589.6100
JO E LEIBOWITZ
1220 SARA CT
SILVER CITY NM 88061-7104
B PERSHING LLC 76,941.0000 18.62 413,173.5270
PO BOX 2052
JERSEY CITY NJ 07303-2052
B ADP CLEARING & OUTSOURCING 25,234.0900 6.11 413,173.5270
26 BROADWAY
NEW YORK NY 10004-1703
A ADP CLEARING & OUTSOURCING 609,044.7500 7.20 8,464,679.3560
26 BROADWAY
NEW YORK NY 10004-1703
B ROBERT YOUNG TOD 63,343.8200 15.33 413,173.5270
BENEFICIARY INFORMATION ON FILE
992 OAK STREET
EAST HARTFORD CT 06118-3550
B FIRST CLEARING, LLC 36,222.7000 8.77 413,173.5270
BRIAN J DOWNING & CHERYL
DOWNING FAMIL TRUST BRIAN
8115 C R 135
CELINA TX 75009
C FIRST CLEARING CORPORATION 21,167.5700 7.94 266,589.6100
RANDOLPH C LINDEL &
NANCY E LINDEL
46 DEER HILL AVE
DANBURY CT 06810-7937
B UBS FINANCIAL SERVICES INC. FBO 30,484.4300 7.38 413,173.5270
ROBERT L POLIN &
ANN H POLIN
176 POLIN FARM ROAD
ELLOREE SC 29047-9504
C MARCIA A KEMP 50,399.4200 18.91 266,589.6100
THOMAS W KEMP
7550 HESSLER DR NE
ROCKFORD MI 49341-9509
C ANN M MEINKE 34,828.0400 13.06 266,589.6100
PATRICIA K WESTGATE
4555 HONEY CREEK AVE NE
ADA MI 49301-9629
C JEFFERSON LIU & 34,460.9700 12.93 266,589.6100
DONNA Y LIU
28761 APPLETREE
MISSION VIEJO CA 92692-1089
A CARL F PRICE & 500,501.2800 5.91 8,464,679.3560
FRANCES PRICE TR
THE PRICE FAMILY TRUST
1 QUAIL RIDGE RD S
ROLLING HILLS CA 90274-5017
A ROBERT F KIDD & 461,483.0400 5.45 8,464,679.3560
JOAN H STORY
61 MARR AVE
OAKLAND CA 94611-3130
B DEAN WITTER FBO 90,519.5100 21.91 413,173.5270
NANCY W GARN
PO BOX 250
NEW YORK NY 10008-0250
A JOSEPH SHERMAN DBA 610,840.3900 7.22 8,464,679.3560
SIERRA PINES
PO BOX 1416
SAN GABRIEL CA 91778-1416
F-11
Class Registration Share Balance Percent Class Total
COLUMBIA TAX-EXEMPT FUND-A
C PERSHING LLC 54,365.5770 8.28 656,969.7170
P.O. BOX 2052
JERSEY CITY NJ 07303-2052
B MERRILL LYNCH PIERCE FENNER & SMITH 360,117.6200 12.30 2,927,025.9790
FOR THE SOLE BENEFIT OF
ITS CUSTOMERS
ATTN FUND ADMINISTRATION
4800 DEER LAKE DR E FL 2
JACKSONVILLE FL 32246-6484
C MERRILL LYNCH PIERCE FENNER & SMITH 106,997.3590 16.29 656,969.7170
FOR THE SOLE BENEFIT OF
ITS CUSTOMERS
ATTN FUND ADMINISTRATION
4800 DEER LAKE DR E FL 2
JACKSONVILLE FL 32246-6484
F-12
Class Registration Share Balance Percent Class Total
COLUMBIA TAX-EXEMPT INSURED FUND-A
C CITIGROUP GLOBAL MARKETS, INC. 317,358.5530 26.37 1,203,586.3670
ATTN: PETER BOOTH 7TH FLOOR
333 W 34TH ST
NEW YORK NY 10001-2402
B MERRILL LYNCH PIERCE FENNER & SMITH 218,525.8210 10.77 2,029,818.6610
FOR THE SOLE BENEFIT OF
ITS CUSTOMERS
ATTN FUND ADMINISTRATION
4800 DEER LAKE DR E FL 2
JACKSONVILLE FL 32246-6484
C MERRILL LYNCH PIERCE FENNER & SMITH 355,906.4590 29.57 1,203,586.3670
FOR THE SOLE BENEFIT OF
ITS CUSTOMERS
ATTN FUND ADMINISTRATOR
4800 DEER LAKE DR E FL 2
JACKSONVILLE FL 32246-6484
F-13
Class Registration Share Balance Percent Class Total
COLUMBIA UTILITIES FUND-A
B CITIGROUP GLOBAL MARKETS, INC. 255,169.3110 6.35 4,020,298.7260
ATTN: PETER BOOTH 7TH FLOOR
333 W 34TH ST
NEW YORK NY 10001-2402
C CITIGROUP GLOBAL MARKETS, INC. 40,099.2850 7.95 504,275.4410
ATTN: PETER BOOTH 7TH FLOOR
333 W 34TH ST
NEW YORK NY 10001-2402
B MERRILL LYNCH PIERCE FENNER & SMITH 349,873.5560 8.70 4,020,298.7260
FOR THE SOLE BENEFIT OF
ITS CUSTOMERS
ATTN FUND ADMINISTRATION
4800 DEER LAKE DR E FL 2
JACKSONVILLE FL 32246-6484
C MERRILL LYNCH PIERCE FENNER & SMITH 73,952.2970 14.67 504,275.4410
FOR THE SOLE BENEFIT OF
ITS CUSTOMERS
ATTN FUND ADMINISTRATOR
4800 DEER LAKE DR E FL 2
JACKSONVILLE FL 32246-6484
A MERRILL LYNCH PIERCE FENNER & SMITH 1,811,182.0030 7.60 23,825,132.4420
FOR THE SOLE BENEFIT OF
ITS CUSTOMERS
ATTN FUND ADMINISTRATION
4800 DEER LAKE DR E FL 2
JACKSONVILLE FL 32246-6484
F-14
Class Registration Share Balance Percent Class Total
COLUMBIA CALIFORNIA TAX-EXEMPT FUND-A
C NFSC 119,203.9450 6.51 1,830,765.8510
SHIRLEY DEL FARO TTEE
SHIRLEY ANN DEL FARO LIVINGTRUST
3901 ALONZO AVE
ENCINO CA 91316-4408
B CITIGROUP GLOBAL MARKETS, INC. 224,721.3900 6.88 3,268,074.6940
ATTN: PETER BOOTH 7TH FLOOR
333 W 34TH ST
NEW YORK NY 10001-2402
A CITIGROUP GLOBAL MARKETS, INC. 1,989,744.3930 7.81 25,463,350.8670
ATTN: PETER BOOTH 7TH FLOOR
333 W 34TH ST
NEW YORK NY 10001-2402
B MERRILL LYNCH PIERCE FENNER & SMITH 230,289.7660 7.05 3,268,074.6940
FOR THE SOLE BENEFIT OF
ITS CUSTOMERS
ATTN FUND ADMINISTRATION
4800 DEER LAKE DR E FL 2
JACKSONVILLE FL 32246-6484
C MERRILL LYNCH PIERCE FENNER & SMITH 519,023.8750 28.35 1,830,765.8510
FOR THE SOLE BENEFIT OF
ITS CUSTOMERS
ATTN FUND ADMINISTRATION
4800 DEER LAKE DR E FL 2
JACKSONVILLE FL 32246-6484
A MERRILL LYNCH PIERCE FENNER & SMITH 1,386,230.8110 5.44 25,463,350.8670
FOR THE SOLE BENEFIT OF
ITS CUSTOMERS
ATTN FUND ADMINISTRATION
4800 DEER LAKE DR E FL 2
JACKSONVILLE FL 32246-6484
F-15
Class Registration Share Balance Percent Class Total
COLUMBIA CT INTERM MUNI BOND FUND-T
A UBS FINANCIAL SERVICES INC. 69,482.2890 6.05 1,147,536.6560
SHARON HOSLEY
44 HAMRE LN
BRANFORD CT 06405-3736
A UBS FINANCIAL SERVICES INC. 60,399.6370 5.26 1,147,536.6560
RICHARD HOSLEY
44 HAMRE LANE
BRANFORD CT 06405-3736
T KELLY F SHACKELFORD 151,804.5160 5.77 2,630,965.4370
PO BOX 672
NEW CANAAN CT 06840-0672
A CITIGROUP GLOBAL MARKETS, INC. 438,585.0410 38.22 1,147,536.6560
ATTN: PETER BOOTH 7TH FLOOR
333 W 34TH ST
NEW YORK NY 10001-2402
C CITIGROUP GLOBAL MARKETS, INC. 62,541.6630 6.83 915,298.6010
ATTN: PETER BOOTH 7TH FLOOR
333 W 34TH ST
NEW YORK NY 10001-2402
G ADP CLEARING & OUTSOURCING 4,440.5910 16.00 27,747.5940
26 BROADWAY
NEW YORK NY 10004-1703
G ADP CLEARING & OUTSOURCING 1,529.5300 5.51 27,747.5940
26 BROADWAY
NEW YORK NY 10004-1703
G ADP CLEARING & OUTSOURCING 3,059.0940 11.02 27,747.5940
26 BROADWAY
NEW YORK NY 10004-1703
G ADP CLEARING & OUTSOURCING 3,236.4020 11.66 27,747.5940
26 BROADWAY
NEW YORK NY 10004-1703
G ADP CLEARING & OUTSOURCING 9,041.7010 32.59 27,747.5940
26 BROADWAY
NEW YORK NY 10004-1703
G ADP CLEARING & OUTSOURCING 2,971.3580 10.71 27,747.5940
26 BROADWAY
NEW YORK NY 10004-1703
A MERRILL LYNCH PIERCE FENNER & SMITH 226,659.2690 19.75 1,147,536.6560
FOR THE SOLE BENEFIT OF
ITS CUSTOMERS
ATTN FUND ADMINISTRATION
4800 DEER LAKE DR E FL 3
JACKSONVILLE FL 32246-6484
B MERRILL LYNCH PIERCE FENNER & SMITH 138,808.5210 27.98 496,145.1440
FOR THE SOLE BENEFIT OF
ITS CUSTOMERS
ATTN FUND ADMINISTRATION
4800 DEER LAKE DR E FL 3
JACKSONVILLE FL 32246-6484
C MERRILL LYNCH PIERCE FENNER & SMITH 236,063.1050 25.79 915,298.6010
FOR THE SOLE BENEFIT OF
ITS CUSTOMERS
ATTN FUND ADMINISTRATION
4800 DEER LAKE DR E FL 3
JACKSONVILLE FL 32246-6484
B UBS FINANCIAL SERVICES INC. FBO 33,397.3940 6.73 496,145.1440
GABRIEL G HADDAD AND
KAREN K HADDAD
24 BEDFORD RD
GREENWICH CT 06831-2533
Z BANK OF AMERICA NA 11,231,637.6490 94.57 11,876,300.6140
ATTN JOAN WRAY/FUNDS ACCOUNTING
411 N AKARD ST
DALLAS TX 75201-3307
COLUMBIA MA INTERM MUNI BOND FUND-T
F-16
Class Registration Share Balance Percent Class Total
COLUMBIA CONNECTICUT TAX-EXEMPT FUND-A
A CITIGROUP GLOBAL MARKETS, INC. 724,808.2730 5.73 12,638,689.5370
ATTN: PETER BOOTH 7TH FLOOR
333 W 34TH ST
NEW YORK NY 10001-2402
B MERRILL LYNCH PIERCE FENNER & SMITH 652,684.9000 13.04 5,007,005.3660
FOR THE SOLE BENEFIT OF
ITS CUSTOMERS
ATTN FUND ADMINISTRATION
4800 DEER LAKE DR E FL 2
JACKSONVILLE FL 32246-6484
C MERRILL LYNCH PIERCE FENNER & SMITH 488,474.1410 17.88 2,732,200.9430
FOR THE SOLE BENEFIT OF
ITS CUSTOMERS
ATTN FUND ADMINISTRATION
4800 DEER LAKE DR E FL 2
JACKSONVILLE FL 32246-6484
A MERRILL LYNCH PIERCE FENNER & SMITH 859,698.4110 6.80 12,638,689.5370
FOR THE SOLE BENEFIT OF
ITS CUSTOMERS
ATTN FUND ADMINISTRATION
4800 DEER LAKE DR E FL 2
JACKSONVILLE FL 32246-6484
F-17
Class Registration Share Balance Percent Class Total
COLUMBIA FLORIDA INTERM MUNI BOND FD-Z
A NFSC 18,967.4260 17.28 109,733.7330
WILLIAM F DAVIS TTEE
WILLIAM F DAVIS TRUST
2949 SUNSET POINT RD
CLEARWATER FL 33759-1615
B NFSC 3,268.5410 7.16 45,651.9510
SID COX JR TTEE
SID COX JR REVOCTRUST
353 KELLY PLANTATION DR
DESTIN FL 32541-3404
B NFSC 2,875.4580 6.30 45,651.9510
JEREMIAH & EDITH DANBERG REVOC
JEREMIAH DANBERG
104 APACHE WAY
TEWKSBURY MA 01876-4617
A CITIGROUP GLOBAL MARKETS, INC. 12,208.6930 11.13 109,733.7330
ATTN: PETER BOOTH 7TH FLOOR
333 W 34TH ST
NEW YORK NY 10001-2402
B CITIGROUP GLOBAL MARKETS, INC. 3,605.0790 7.90 45,651.9510
ATTN: PETER BOOTH 7TH FLOOR
333 W 34TH ST
NEW YORK NY 10001-2402
B PERSHING LLC 2,408.0000 5.27 45,651.9510
PO BOX 2052
JERSEY CITY NJ 07303-2052
B PERSHING LLC 2,416.1790 5.29 45,651.9510
PO BOX 2052
JERSEY CITY NJ 07303-2052
B ADP CLEARING & OUTSOURCING 2,430.7470 5.32 45,651.9510
26 BROADWAY
NEW YORK NY 10004-1703
C MERRILL LYNCH PIERCE FENNER & SMITH 67,331.6850 60.18 111,875.3870
FOR THE SOLE BENEFIT OF
ITS CUSTOMERS
ATTN FUND ADMINISTRATION
4800 DEER LAKE DR E FL 3
JACKSONVILLE FL 32246-6484
B MERRILL LYNCH PIERCE FENNER & SMITH 6,553.9430 14.36 45,651.9510
FOR THE SOLE BENEFIT OF
ITS CUSTOMERS
ATTN FUND ADMINISTRATION
4800 DEER LAKE DR E FL 3
JACKSONVILLE FL 32246-6484
B UBS FINANCIAL SERVICES INC. FBO 3,653.7740 8.00 45,651.9510
PO BOX 7082
INDIAN LAKES EST FL 33855-7082
B JANNEY MONTGOMERY SCOTT LLC 9,579.0000 20.98 45,651.9510
U/W ELSIE M KELBER
1801 MARKET ST
PHILADELPHIA PA 19103-1628
C FIRST CLEARING LLC 8,559.5700 7.65 111,875.3870
RITA COHEN
57 PRATT ST STE 815
HARTFORD CT 06103-1614
C FIRST CLEARING, LLC 19,775.4280 17.68 111,875.3870
JOHN CHIANG(DECD)
1255 PASADENA AVE S APT 405
S PASADENA FL 33707-6207
A A G EDWARDS & SONS INC FBO 22,189.1980 20.22 109,733.7330
T FRANK SYFRETT &
PATRICIA B SYFRETT
1 N JEFFERSON AVE
SAINT LOUIS MO 63103-2205
Z BANK OF AMERICA NA 5,373,063.9630 93.02 5,776,071.0980
ATTN JOAN WRAY/FUNDS ACCOUNTING
411 N AKARD ST
DALLAS TX 75201-3307
C DEAN WITTER FBO 5,612.7220 5.02 111,875.3870
THEODORE P ZAWADA TRUST
PO BOX 250
NEW YORK NY 10008-0250
C DEAN WITTER FBO 7,951.3560 7.11 111,875.3870
MARGARET E GLOSTER-ZAWADA TEE
PO BOX 250
NEW YORK NY 10008-0250
A CHARLES SCHWAB & CO INC CUST 26,470.9030 24.12 109,733.7330
ATTN MUTUAL FUNDS DEPT
101 MONTGOMERY ST
SAN FRANCISCO CA 94104-4122
F-18
Class Registration Share Balance Percent Class Total
COLUMBIA INTERM TAX-EXEMPT BOND FUND-T
G ANNA PULSON& 3,114.7200 5.70 54,607.6200
NICOLA PULSONE
48 DERBY ST
WEST NEWTON MA 02465-1602
C NFSC 16,294.1480 5.60 290,906.4160
SIRIOS LIVINGTRUST
SOTERO SIRIOS JR
1254 CUYAMACA AVE
CHULA VISTA CA 91911-3553
A CITIGROUP GLOBAL MARKETS, INC. 105,104.7380 5.64 1,862,717.1610
ATTN: PETER BOOTH 7TH FLOOR
333 W 34TH ST NEW YORK NY 10001-2402
C CITIGROUP GLOBAL MARKETS, INC. 27,480.3060 9.45 290,906.4160
ATTN: PETER BOOTH 7TH FLOOR
333 W 34TH ST
NEW YORK NY 10001-2402
B CITIGROUP GLOBAL MARKETS, INC. 23,658.2840 10.62 222,873.9360
ATTN: PETER BOOTH 7TH FLOOR
333 W 34TH ST
NEW YORK NY 10001-2402
B PERSHING LLC 17,540.3180 7.87 222,873.9360
PO BOX 2052
JERSEY CITY NJ 07303-2052
G ADP CLEARING & OUTSOURCING 18,542.8280 33.96 54,607.6200
26 BROADWAY
NEW YORK NY 10004-1703
G ADP CLEARING & OUTSOURCING 8,515.7480 15.59 54,607.6200
26 BROADWAY
NEW YORK NY 10004-1703
G ADP CLEARING & OUTSOURCING 4,767.1150 8.73 54,607.6200
26 BROADWAY
NEW YORK NY 10004-1703
A MERRILL LYNCH PIERCE FENNER & SMITH 309,293.0030 16.60 1,862,717.1610
FOR THE SOLE BENEFIT OF
ITS CUSTOMERS
ATTN FUND ADMINISTRATION
4800 DEER LAKE DR E FL 2
JACKSONVILLE FL 32246-6484
C MERRILL LYNCH PIERCE FENNER & SMITH 98,382.2840 33.82 290,906.4160
FOR THE SOLE BENEFIT OF
ITS CUSTOMERS
ATTN FUND ADMINISTRATOR
4800 DEER LAKE DR E FL 2
JACKSONVILLE FL 32246-6484
G HOWARD L LOVELACE & 7,188.5940 13.16 54,607.6200
MARY E LOVELACE
15 NOTTINGHILL CT
MANALAPAN NJ 07726-8685
G ATTN MUTUAL FUNDS 3,147.2800 5.76 54,607.6200
FISERV SECURITIES INC
ONE COMMERCE SQUARE
2005 MARKET ST STE 1200
PHILADELPHIA PA 19103-7008
A UBS FINANCIAL SERVICES INC. FBO 101,619.9160 5.46 1,862,717.1610
MARGARET E DIPONIO TTEE
BY MARGARET E DIPONIO
14800 FARMINGTON RD STE 102
LIVONIA MI 48154-5464
C A G EDWARDS & SONS INC FBO 30,761.7000 10.57 290,906.4160
RICHARD J MIELE &
CARMEL L MIELE
1 N JEFFERSON AVE
SAINT LOUIS MO 63103-2205
Z BANK OF AMERICA NA 33,930,088.1330 78.26 43,355,183.0030
ATTN JOAN WRAY/FUNDS ACCOUNTING
411 N AKARD ST
DALLAS TX 75201-3307
T CHARLES SCHWAB & CO INC 154,182.3750 8.82 1,747,395.0520
ATTN MUTUAL FUNDS
101 MONTGOMERY ST
SAN FRANCISCO CA 94104-4122
F-19
Class Registration Share Balance Percent Class Total
COLUMBIA LARGE COMPANY INDEX FUND-Z
C NFSC 8,894.6360 7.89 112,694.9550
GARY J GARTNER 2002 IRREVTRUST
L F GILBERTI D J GARTNER TTEE
599 LEXINGTON AVE
NEW YORK NY 10022-6030
Z AMVESCAP NATIONAL TRUST CO AS AGENT 6,416,064.0300 21.60 29,701,346.4110
FOR FLEET NATIONAL BANK FBO
FLEETBOSTON FINANCIALSAVINGS PLUS
PO BOX 105779
ATLANTA GA 30348-5779
Z BANK OF AMERICA NA 5,916,805.8200 19.92 29,701,346.4110
ATTN JOAN WRAY/FUNDS ACCOUNTING
411 N AKARD ST
DALLAS TX 75201-3307
A BANK OF AMERICA 164,879.8610 18.22 904,996.0970
411 N AKARD ST
DALLAS TX 75201-3307
F-20
Class Registration Share Balance Percent Class Total
COLUMBIA MA INTERM MUNI BOND FUND-T
B PERSHING LLC 16,300.0250 5.05 322,662.7170
PO BOX 2052
JERSEY CITY NJ 07303-2052
G ADP CLEARING & OUTSOURCING 10,877.9520 12.54 86,773.5260
26 BROADWAY
NEW YORK NY 10004-1703
G ADP CLEARING & OUTSOURCING 7,893.1520 9.10 86,773.5260
26 BROADWAY
NEW YORK NY 10004-1703
G ADP CLEARING & OUTSOURCING 21,238.6370 24.48 86,773.5260
26 BROADWAY
NEW YORK NY 10004-1703
T ADP CLEARING & OUTSOURCING 282,175.7910 5.22 5,401,785.4250
26 BROADWAY
NEW YORK NY 10004-1703
T ADP CLEARING & OUTSOURCING 293,745.5180 5.44 5,401,785.4250
26 BROADWAY
NEW YORK NY 10004-1703
A MERRILL LYNCH PIERCE FENNER & SMITH 71,817.1320 7.34 977,826.3590
FOR THE SOLE BENEFIT OF
ITS CUSTOMERS
ATTN FUND ADMINISTRATION
4800 DEER LAKE DR E FL 3
JACKSONVILLE FL 32246-6484
C MERRILL LYNCH PIERCE FENNER & SMITH 81,273.0190 12.07 673,573.6590
FOR THE SOLE BENEFIT OF
ITS CUSTOMERS
ATTN FUND ADMINISTRATION
4800 DEER LAKE DR E FL 3
JACKSONVILLE FL 32246-6484
A A G EDWARDS & SONS INC FBO 191,306.9140 19.56 977,826.3590
MARK HALLER
1 N JEFFERSON AVE
SAINT LOUIS MO 63103-2205
Z BANK OF AMERICA NA 22,477,564.5750 97.61 23,027,503.0420
ATTN JOAN WRAY/FUNDS ACCOUNTING
411 N AKARD ST
DALLAS TX 75201-3307
A CHARLES SCHWAB & CO INC CUST 177,584.0980 18.16 977,826.3590
ATTN MUTUAL FUNDS DEPT
101 MONTGOMERY ST
SAN FRANCISCO CA 94104-4122
F-21
Class Registration Share Balance Percent Class Total
COLUMBIA MA TAX-EXEMPT FUND-A
B CITIGROUP GLOBAL MARKETS, INC. 303,468.7860 8.06 3,766,333.9220
ATTN: PETER BOOTH 7 TH FLOOR
333 W 34TH ST
NEW YORK NY 10001-2402
C CITIGROUP GLOBAL MARKETS, INC. 105,049.5190 5.79 1,814,688.4520
ATTN: PETER BOOTH 7TH FLOOR
333 W 34TH ST
NEW YORK NY 10001-2402
C MERRILL LYNCH PIERCE FENNER & SMITH 510,213.2500 28.12 1,814,688.4520
FOR THE SOLE BENEFIT OF ITS CUSTOMERS
ATTN FUND ADMINISTRATION
4800 DEER LAKE DR E FL 2
JACKSONVILLE FL 32246-6484
F-22
Class Registration Share Balance Percent Class Total
COLUMBIA NJ INTERM MUNI BOND FUND-T
A RBC DAIN RAUSCHER INC FBO 47,641.5090 12.51 380,773.0670
CATHERINE MCTERNAN
JAMES MCTERNAN
146 PATRIOT HILL DR
BASKING RIDGE NJ 07920-4216
C RBC DAIN RAUSCHER INC FBO 28,873.9170 6.14 470,250.4560
CATHERINE MCTERNAN
JAMES MCTERNAN
146 PATRIOT HILL DR
BASKING RIDGE NJ 07920-4216
G ADP CLEARING & OUTSOURCING 1,528.1750 9.03 16,923.5570
26 BROADWAY
NEW YORK NY 10004-1703
G ADP CLEARING & OUTSOURCING 12,675.9790 74.90 16,923.5570
26 BROADWAY
NEW YORK NY 10004-1703
A ADP CLEARING & OUTSOURCING 153,696.0980 40.36 380,773.0670
26 BROADWAY
NEW YORK NY 10004-1703
B ADP CLEARING & OUTSOURCING 10,048.7740 5.27 190,638.4540
26 BROADWAY
NEW YORK NY 10004-1703
C ADP CLEARING & OUTSOURCING 27,837.4140 5.92 470,250.4560
26 BROADWAY
NEW YORK NY 10004-1703
C ADP CLEARING & OUTSOURCING 34,478.8830 7.33 470,250.4560
26 BROADWAY
NEW YORK NY 10004-1703
T ADP CLEARING & OUTSOURCING 51,137.9660 7.64 669,115.6470
26 BROADWAY
NEW YORK NY 10004-1703
A MERRILL LYNCH PIERCE FENNER & SMITH 24,724.0130 6.49 380,773.0670
FOR THE SOLE BENEFIT OF
ITS CUSTOMERS
ATTN FUND ADMINISTRATION
4800 DEER LAKE DR E FL 3
JACKSONVILLE FL 32246-6484
C MERRILL LYNCH PIERCE FENNER & SMITH 104,196.4610 22.16 470,250.4560
FOR THE SOLE BENEFIT OF
ITS CUSTOMERS
ATTN FUND ADMINISTRATION
4800 DEER LAKE DR E FL 3
JACKSONVILLE FL 32246-6484
G CYNTHIA L PETERSON 1,048.5720 6.20 16,923.5570
68 DAVIDSON AVE
RAMSEY NJ 07446-1465
C FIRST CLEARING, LLC 52,955.1620 11.26 470,250.4560
PETER A STAATS
PO BOX 106
BELLE MEAD NJ 08502-0106
Z BANK OF AMERICA NA 5,753,028.3870 95.48 6,025,364.5040
ATTN JOAN WRAY/FUNDS ACCOUNTING
411 N AKARD ST
DALLAS TX 75201-3307
A CHARLES SCHWAB & CO INC CUST 50,996.7440 13.39 380,773.0670
ATTN MUTUAL FUNDS DEPT
101 MONTGOMERY ST
SAN FRANCISCO CA 94104-4122
F-23
Class Registration Share Balance Percent Class Total
COLUMBIA NY INTERM MUNI BOND FUND-T
B NFSC 18,674.8940 5.39 346,308.1160
EMMA PERSICO
56 MILLSBURG RD
MIDDLETOWN NY 10940-8410
G SHELLEY J MASTERS 898.8320 5.44 16,509.5720
60 MORROW AVE APT 6AN
SCARSDALE NY 10583-8153
C CITIGROUP GLOBAL MARKETS, INC. 32,039.5490 14.65 218,641.4730
ATTN: PETER BOOTH 7TH FLOOR
333 W 34TH ST
NEW YORK NY 10001-2402
C PERSHING LLC 14,364.5760 6.57 218,641.4730
P.O. BOX 2052
JERSEY CITY NJ 07303-2052
G ADP CLEARING & OUTSOURCING 1,940.1190 11.75 16,509.5720
26 BROADWAY
NEW YORK NY 10004-1703
G ADP CLEARING & OUTSOURCING 963.2980 5.83 16,509.5720
26 BROADWAY
NEW YORK NY 10004-1703
G ADP CLEARING & OUTSOURCING 1,803.6440 10.92 16,509.5720
26 BROADWAY
NEW YORK NY 10004-1703
B MERRILL LYNCH PIERCE FENNER & SMITH 81,249.8340 23.46 346,308.1160
FOR THE SOLE BENEFIT OF
ITS CUSTOMERS
ATTN FUND ADMINISTRATION
4800 DEER LAKE DR E FL 3
JACKSONVILLE FL 32246-6484
C MERRILL LYNCH PIERCE FENNER & SMITH 57,383.2280 26.25 218,641.4730
FOR THE SOLE BENEFIT OF
ITS CUSTOMERS
ATTN FUND ADMINISTRATION
4800 DEER LAKE DR E FL 3
JACKSONVILLE FL 32246-6484
G ATTN MUTUAL FUNDS 9,789.8760 59.30 16,509.5720
FISERV SECURITIES INC
ONE COMMERCE SQUARE
2005 MARKET STREET SUITE 1200
PHILADELPHIA PA 19103-7008
Z BANK OF AMERICA NA 8,124,676.0270 97.79 8,307,872.5150
ATTN JOAN WRAY/FUNDS ACCOUNTING
411 N AKARD ST
DALLAS TX 75201-3307
A CHARLES SCHWAB & CO INC CUST 47,675.8740 18.73 254,483.0810
ATTN MUTUAL FUNDS DEPT
101 MONTGOMERY ST
SAN FRANCISCO CA 94104-4122
F-24
Class Registration Share Balance Percent Class Total
COLUMBIA NEW YORK TAX-EXEMPT FUND-A
B CITIGROUP GLOBAL MARKETS, INC. 266,668.9550 6.69 3,987,559.7830
ATTN: PETER BOOTH 7TH FLOOR
333 W 34TH ST
NEW YORK NY 10001-2402
C CITIGROUP GLOBAL MARKETS, INC. 364,225.6020 27.58 1,320,591.4690
ATTN: PETER BOOTH 7TH FLOOR
333 W 34TH ST
NEW YORK NY 10001-2402
A CITIGROUP GLOBAL MARKETS, INC. 629,528.6660 8.02 7,850,933.3660
ATTN: PETER BOOTH 7TH FLOOR
333 W 34TH ST
NEW YORK NY 10001-2402
B MERRILL LYNCH PIERCE FENNER & SMITH 351,560.7540 8.82 3,987,559.7830
FOR THE SOLE BENEFIT OF
ITS CUSTOMERS
ATTN FUND ADMINISTRATION
4800 DEER LAKE DR E FL 2
JACKSONVILLE FL 32246-6484
C MERRILL LYNCH PIERCE FENNER & SMITH 289,655.4730 21.93 1,320,591.4690
FOR THE SOLE BENEFIT OF
ITS CUSTOMERS
ATTN FUND ADMINISTRATION
4800 DEER LAKE DR E FL 2
JACKSONVILLE FL 32246-6484
A MERRILL LYNCH PIERCE FENNER & SMITH 553,408.5080 7.05 7,850,933.3660
FOR THE SOLE BENEFIT OF
ITS CUSTOMERS
ATTN FUND ADMINISTRATION
4800 DEER LAKE DR E FL 2
JACKSONVILLE FL 32246-6484
F-25
Class Registration Share Balance Percent Class Total
COLUMBIA RI INTERM MUNI BOND FUND-T
A VIRGINIA D ROSSI TOD 30,060.2960 23.09 130,180.1710
BENEFICIARY INFORMATION ON FILE
720 CHOPMIST HILL RD
N SCITUATE RI 02857-1052
T JOHN J ALMEIDA TR 60,371.8570 5.45 1,107,714.4320
JOHN J ALMEIDA REVOCABLE TRUST
27 TOPMAST CT
JAMESTOWN RI 02835-2227
A CITIGROUP GLOBAL MARKETS, INC. 44,695.4310 34.33 130,180.1710
ATTN: PETER BOOTH 7TH FLOOR
333 W 34TH ST
NEW YORK NY 10001-2402
C PERSHING LLC 20,538.7400 14.00 146,749.9130
PO BOX 2052
JERSEY CITY NJ 07303-2052
G ADP CLEARING & OUTSOURCING 6,329.1140 19.61 32,273.3460
26 BROADWAY
NEW YORK NY 10004-1703
G ADP CLEARING & OUTSOURCING 3,092.1710 9.58 32,273.3460
26 BROADWAY
NEW YORK NY 10004-1703
G ADP CLEARING & OUTSOURCING 1,970.6960 6.11 32,273.3460
26 BROADWAY
NEW YORK NY 10004-1703
G ADP CLEARING & OUTSOURCING 1,967.9790 6.10 32,273.3460
26 BROADWAY
NEW YORK NY 10004-1703
G ADP CLEARING & OUTSOURCING 2,870.9190 8.90 32,273.3460
26 BROADWAY
NEW YORK NY 10004-1703
G ADP CLEARING & OUTSOURCING 3,553.4760 11.01 32,273.3460
26 BROADWAY
NEW YORK NY 10004-1703
G ADP CLEARING & OUTSOURCING 2,709.9580 8.40 32,273.3460
26 BROADWAY
NEW YORK NY 10004-1703
G ADP CLEARING & OUTSOURCING 6,956.6830 21.56 32,273.3460
26 BROADWAY
NEW YORK NY 10004-1703
G ADP CLEARING & OUTSOURCING 2,822.3500 8.75 32,273.3460
26 BROADWAY
NEW YORK NY 10004-1703
A ADP CLEARING & OUTSOURCING 12,772.9390 9.81 130,180.1710
26 BROADWAY
NEW YORK NY 10004-1703
A ADP CLEARING & OUTSOURCING 14,446.1810 11.10 130,180.1710
26 BROADWAY
NEW YORK NY 10004-1703
B ADP CLEARING & OUTSOURCING 18,731.8180 23.99 78,069.3420
26 BROADWAY
NEW YORK NY 10004-1703
B ADP CLEARING & OUTSOURCING 24,398.6340 31.25 78,069.3420
26 BROADWAY
NEW YORK NY 10004-1703
B ADP CLEARING & OUTSOURCING 7,605.2810 9.74 78,069.3420
26 BROADWAY
NEW YORK NY 10004-1703
C MERRILL LYNCH PIERCE FENNER & SMITH 64,324.5370 43.83 146,749.9130
FOR THE SOLE BENEFIT OF
ITS CUSTOMERS
ATTN FUND ADMINISTRATION
4800 DEER LAKE DR E FL 2
JACKSONVILLE FL 32246-6484
C FIRST CLEARING LLC 10,041.1130 6.84 146,749.9130
GEORGE W GAULIN GERMAINE D
GAULIN CO-TTEES GEORGE W
1174 LOGEE ST
WOONSOCKET RI 02895-6031
C LEGG MASON WOOD WALKER INC 8,044.1400 5.48 146,749.9130
PO BOX 1476
BALTIMORE MD 21203-1476
Z BANK OF AMERICA NA 8,926,820.1980 97.62 9,144,063.7360
ATTN JOAN WRAY/FUNDS ACCOUNTING
411 N AKARD ST
DALLAS TX 75201-3307
C MORGAN STANLEY DW INC FBO 8,118.6400 5.53 146,749.9130
HARVEY BENNETT JR &
HARBORSIDE FINANCIAL CNTR PLAZA 3
JERSEY CITY NJ 07311
T CHARLES SCWAB & CO INC 102,037.1210 9.21 1,107,714.4320
ATTN MUTUAL FUNDS
101 MONTGOMERY ST
SAN FRANCISCO CA 94104-4122
F-26
COLUMBIA SMALL COMPANY INDEX FUND-Z
Class Registration Share Balance Percent Class Total
- ----- ------------ -------------- ------- --------------
A MCB TRUST SERVICES CUST FBO 29,317.4700 7.03 417,192.0770
PRINCETON SOFTECH INC
700 17TH ST STE 300
DENVER CO 80202-3531
C NFSC 10,377.6430 5.73 181,117.5640
MADISON HISTORICAL SOCIETY INC
ATTN FREDERICK P MURPHY
PO BOX 17
MADISON CT 06443-0017
C NFSC 17,351.4440 9.58 181,117.5640
MINISTERIAL FUND OF I CONG
CHURCH OF MADISON
C/O JOHN S HUBBARD
39 SUNNY HILL DR
MADISON CT 06443-3305
C PERSHING LLC 10,226.6940 5.65 181,117.5640
PO BOX 2052
JERSEY CITY NJ 07303-2052
A RELIANCE TRUST CO CUST 26,430.6620 6.34 417,192.0770
PO BOX 48529
ATLANTA GA 30362-1529
A MERCER TRUST COMPANY 22,258.2950 5.34 417,192.0770
TRANSMETTA 401 (K) PLAN
ONE INVESTORS WAY ATTN DCPA TEAM
752270 M.S. N-6-H
NORWOOD MA 02062-1599
F-27
COLUMBIA US TREASURY INDEX FUND-Z
Class Registration Share Balance Percent Class Total
- ----- ------------ -------------- ------- --------------
B COLUMBIA TRUST COMPANY IRA 8,033.0780 5.79 138,801.3100
MICHAEL A MARINO
5 STONEYBROOK DR
BRIDGEWATER MA 02324-3555
A CIRCLE TRUST CO TTEE 19,847.8400 5.13 387,050.7630
FBO STEFFIAN BRADLEY ARCHITECTS
401K PLAN
METRO CENTER
1 STATION PL
STAMFORD CT 06902-6800
A PERSHING LLC 28,051.4770 7.25 387,050.7630
PO BOX 2052
JERSEY CITY NJ 07303-2052
B PERSHING LLC 12,722.9080 9.17 138,801.3100
PO BOX 2052
JERSEY CITY NJ 07303-2052
C ADP CLEARING & OUTSOURCING 6,210.3080 7.75 80,102.8680
26 BROADWAY
NEW YORK NY 10004-1703
C BEAR STEARNS SECURITIES CORP. 5,796.0810 7.24 80,102.8680
1 METROTECH CENTER NORTH
BROOKLYN NY 11201-3870
C FIRST CLEARING LLC 9,456.1640 11.81 80,102.8680
LENORE BRUSCA
12 LAYNG TER
SPRINGFIELD NJ 07081-2908
A LEGG MASON WOOD WALKER INC 38,921.2340 10.06 387,050.7630
PO BOX 1476
BALTIMORE MD 21203-1476
A LEGG MASON WOOD WALKER INC 62,127.9680 16.05 387,050.7630
PO BOX 1476
BALTIMORE MD 21203-1476
C LEGG MASON WOOD WALKER INC 27,726.1670 34.61 80,102.8680
PO BOX 1476
BALTIMORE MD 21203-1476
A RELIANCE TRUST CO 23,824.6350 6.16 387,050.7630
PO BOX 48529
ATLANTA GA 30362-1529
Z BANK OF AMERICA NA 4,348,044.0170 31.00 14,026,947.6830
ATTN JOAN WRAY/FUNDS ACCOUNTING
411 N AKARD ST
DALLAS TX 75201-3307
B LPL FINANCIAL SERVICES 7,950.8610 5.73 138,801.3100
9785 TOWNE CENTRE DRIVE
SAN DIEGO CA 92121-1968
F-28
COLUMBIA GROWTH & INCOME FUND-A
Class Registration Share Balance Percent Class Total
- ----- ------------ -------------- ------- --------------
Z AMVESCAP NATL TR CO AS AGENT 11,585,918.7910 40.46 28,638,265.0970
FOR FLEET NATIONAL BANK FBO
FLEET BOSTON FINANCIAL SAVINGS PLUS
PO BOX 105779
ATLANTA GA 30348-5779
Z BANK OF AMERICA NA 4,297,336.6760 15.01 28,638,265.0970
ATTN JOAN WRAY/FUNDS ACCOUNTING
411 N AKARD ST
DALLAS TX 75201-3307
Z CHARLES SCHWAB & CO INC 2,249,928.1690 7.86 28,638,265.0970
SPECIAL CUSTODY ACCOUNT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMERS
ATTN MUTUAL FUNDS
101 MONTGOMERY ST
SAN FRANCISCO CA 94104-4122
A CHARLES SCHWAB & CO INC CUST 1,803,962.7880 5.57 32,376,526.0130
ATTN MUTUAL FUNDS DEPT
101 MONTGOMERY ST
SAN FRANCISCO CA 94104-4122
F-29
COLUMBIA SMALL CAP VALUE FUND-A
Class Registration Share Balance Percent Class Total
- ----- ------------ -------------- ------- --------------
A NEW YORK LIFE TRUST COMPANY 473,078.9910 5.21 9,087,519.6570
846 UNIVERSITY AVE
NORWOOD MA 02062-2641
B MERRILL LYNCH PIERCE FENNER & SMITH 276,533.8220 5.61 4,927,248.0370
FOR THE SOLE BENEFIT OF
ITS CUSTOMERS
ATTN FUND ADMINISTRATION
4800 DEER LAKE DR E FL 2
JACKSONVILLE FL 32246-6484
C MERRILL LYNCH PIERCE FENNER & SMITH 287,000.5280 20.01 1,434,579.7420
FOR THE SOLE BENEFIT OF
ITS CUSTOMERS
ATTN FUND ADMINISTRATION
4800 DEER LAKE DR E FL 2
JACKSONVILLE FL 32246-6484
Z BANK OF AMERICA NA 1,558,118.1440 88.98 1,751,046.8650
ATTN JOAN WRAY/FUNDS ACCOUNTING
411 N AKARD ST
DALLAS TX 75201-3307
A CHARLES SCHWAB & CO INC 960,689.4630 10.57 9,087,519.6570
ATTN MUTUAL FUNDS DEPT
101 MONTGOMERY ST
SAN FRANCISCO CA 94104-4122
F-30
COLUMBIA NEWPORT TIGER FUND-A
Class Registration Share Balance Percent Class Total
- ----- ------------ -------------- ------- --------------
A FIDELITY INVESTMENTS INST L OPS CO 1,151,958.4680 8.28 13,908,777.6070
FIIOC AS AGENT FOR CERTAIN
EMPLOYEE BENEFIT PLANS
100 MAGELLAN WAY
COVINGTON KY 41015-1999
B CITIGROUP GLOBAL MARKETS, INC. 245,178.0370 5.72 4,286,317.3980
ATTN: PETER BOOTH 7TH FLOOR
333 W 34TH ST
NEW YORK NY 10001-2402
C CITIGROUP GLOBAL MARKETS, INC. 176,648.8060 8.76 2,015,676.5550
ATTN: PETER BOOTH 7TH FLOOR
333 W 34TH ST
NEW YORK NY 10001-2402
B MERRILL LYNCH PIERCE FENNER & SMITH 367,366.6400 8.57 4,286,317.3980
FOR THE SOLE BENEFIT OF
ITS CUSTOMERS
ATTN FUND ADMINISTRATION
4800 DEER LAKE DR E FL 2
JACKSONVILLE FL 32246-6484
C MERRILL LYNCH PIERCE FENNER & SMITH 382,516.8570 18.98 2,015,676.5550
FOR THE SOLE BENEFIT OF
ITS CUSTOMERS
ATTN FUND ADMINISTRATION
4800 DEER LAKE DR E FL 2
JACKSONVILLE FL 32246-6484
A MERRILL LYNCH PIERCE FENNER & SMITH 781,780.0670 5.62 13,908,777.6070
FOR THE SOLE BENEFIT OF
ITS CUSTOMERS
ATTN FUND ADMINISTRATION
4800 DEER LAKE DR E FL 2
JACKSONVILLE FL 32246-6484
A THE NORTHERN TRUST COMPANY TTEE 1,164,978.7500 8.38 13,908,777.6070
FBO A G EDWARDS INC
A/C OMNIBUS ACCOUNT
PO BOX 92994
CHICAGO IL 60675-2994
Z BANK OF AMERICA NA 267,027.8450 13.96 1,912,872.6310
ATTN JOAN WRAY/FUNDS ACCOUNTING
411 N AKARD ST
DALLAS TX 75201-3307
Z LIBERTY NORTHWEST INSURANCE CORP 334,101.6460 17.47 1,912,872.6310
PO BOX 4555
PORTLAND OR 97208-4555
Z CHARLES SCHWAB & CO INC 579,496.0560 30.29 1,912,872.6310
CASH ACCOUNT
ATTN: MUTUAL FUNDS DEPT
101 MONTGOMERY ST
SAN FRANCISCO CA 94104-4122
A CHARLES SCHWAB & CO INC 778,404.1640 5.60 13,908,777.6070
CASH ACCOUNT
ATTN: MUTUAL FUNDS DEPT
101 MONTGOMERY ST
SAN FRANCISCO CA 94104-4122
F-31
COLUMBIA INCOME FUND-Z
Class Registration Share Balance Percent Class Total
- ----- ------------ -------------- ------- --------------
B MERRILL LYNCH PIERCE FENNER & SMITH 134,499.4880 5.30 2,539,418.5720
FOR THE SOLE BENEFIT OF
ITS CUSTOMERS
ATTN FUND ADMINISTRATION
4800 DEER LAKE DR E FL 2
JACKSONVILLE FL 32246-6484
C MERRILL LYNCH PIERCE FENNER & SMITH 77,123.6680 7.10 1,086,783.8640
FOR THE SOLE BENEFIT OF
ITS CUSTOMERS
ATTN FUND ADMINISTRATION
4800 DEER LAKE DR E FL 2
JACKSONVILLE FL 32246-6484
Z DAILY VALUATION 29,752,912.8590 53.04 56,092,069.1910
THE NORTHERN TRUST CO
MUTUAL LIBERTY
PO BOX 92994
CHICAGO IL 60675-2994
Z BANK OF AMERICA NA 4,134,695.2160 7.37 56,092,069.1910
ATTN JOAN WRAY/FUNDS ACCOUNTING
411 N AKARD ST
DALLAS TX 75201-3307
Z CHARLES SCHWAB & CO INC 4,554,167.4680 8.12 56,092,069.1910
SPECIAL CUSTODY ACCOUNT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMERS
ATTN MUTUAL FUNDS
101 MONTGOMERY STREET
SAN FRANCISCO CA 94104-4122
F-32
COLUMBIA INTERMEDIATE BOND FUND-Z
Class Registration Share Balance Percent Class Total
- ----- ------------ -------------- ------- --------------
B CITIGROUP GLOBAL MARKETS, INC. 569,289.2590 5.83 9,756,733.4790
ATTN: PETER BOOTH 7TH FLOOR
333 W 34TH ST
NEW YORK NY 10001-2402
Z CITIGROUP GLOBAL MARKETS INC 11,535,288.5850 11.96 96,428,512.6530
BOOK ENTRY ACCOUNT
ATTN: MATT MAESTRI
333 WEST 34TH STREET 7TH FLOOR
MUTUAL FUNDS DEPT
NEW YORK NY 10001-2402
C CITIGROUP GLOBAL MARKETS, INC. 537,350.2220 10.48 5,125,784.3970
ATTN: PETER BOOTH 7TH FLOOR
333 W 34TH ST
NEW YORK NY 10001-2402
C MERRILL LYNCH PIERCE FENNER & SMITH 669,152.7330 13.05 5,125,784.3970
FOR THE SOLE BENEFIT OF
ITS CUSTOMERS
ATTN FUND ADMINISTRATION
4800 DEER LAKE DR E FL 2
JACKSONVILLE FL 32246-6484
Z COLUMBIA THERMOSTAT FUND 6,229,239.6960 6.46 96,428,512.6530
C/O PAULA RYAN
227 W MONROE ST STE 3000
CHICAGO IL 60606-5018
Z BANK OF AMERICA NA 12,282,272.8700 12.74 96,428,512.6530
ATTN JOAN WRAY/FUNDS ACCOUNTING
411 N AKARD ST
DALLAS TX 75201-3307
Z CHARLES SCHWAB & CO INC 17,898,826.1140 18.56 96,428,512.6530
SPECIAL CUSTODY ACCOUNT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMERS
ATTN MUTUAL FUNDS
101 MONTGOMERY STREET
SAN FRANCISCO CA 94104-4122
A CHARLES SCHWAB & CO INC 6,186,189.8070 31.14 19,864,432.5160
ATTN MUTUAL FUNDS DEPT
101 MONTGOMERY ST
SAN FRANCISCO CA 94104-4122
A TRANSAMERICA LIFE INSURANCE 3,015,257.0650 15.18 19,864,432.5160
& ANNUITY COMPANY
ATTN DAISY LO
PO BOX 30368
LOS ANGELES CA 90030-0368
F-33
COLUMBIA HIGH YIELD MUNICIPAL FUND-Z
Class Registration Share Balance Percent Class Total
- ----- ------------ -------------- ------- --------------
A NFSC 450,584.6280 5.64 7,993,995.9130
JOE NGUYEN
NGA NGUYEN
PHUONG NGUYEN
1618 HILTON HEAD LN
FRISCO TX 75034-6919
B CITIGROUP GLOBAL MARKETS, INC. 197,623.4550 6.66 2,969,263.0000
ATTN: PETER BOOTH 7TH FLOOR
333 W 34TH ST
NEW YORK NY 10001-2402
B MERRILL LYNCH PIERCE FENNER & SMITH 166,520.5710 5.61 2,969,263.0000
FOR THE SOLE BENEFIT OF
ITS CUSTOMERS
ATTN FUND ADMINISTRATION
4800 DEER LAKE DR E FL 2
JACKSONVILLE FL 32246-6484
C MERRILL LYNCH PIERCE FENNER & SMITH 241,448.7450 21.43 1,126,868.8100
FOR THE SOLE BENEFIT OF
ITS CUSTOMERS
ATTN FUND ADMINISTRATION
4800 DEER LAKE DR E FL 2
JACKSONVILLE FL 32246-6484
A MERRILL LYNCH PIERCE FENNER & SMITH 436,333.1240 5.46 7,993,995.9130
FOR THE SOLE BENEFIT OF
ITS CUSTOMERS
ATTN FUND ADMINISTRATION
4800 DEER LAKE DR E FL 2
JACKSONVILLE FL 32246-6484
Z BANK OF AMERICA NA 22,676,906.9830 59.87 37,874,969.4580
ATTN JOAN WRAY/FUNDS ACCOUNTING
411 N AKARD ST
DALLAS TX 75201-3307
F-34
COLUMBIA MANAGED MUNICIPALS FUND-A
Class Registration Share Balance Percent Class Total
- ----- ------------ -------------- ------- --------------
B NFSC 37,157.6250 5.77 643,469.2340
NORMAN J BUSCH TRUST
NORMAN J BUSCH
2710 N MCCORD RD
TOLEDO OH 43615-1716
B NFSC 37,157.6250 5.77 643,469.2340
MARGARET L BUSCH TRUST
MARGARET L BUSCH
2710 N MCCORD RD
TOLEDO OH 43615-1716
C PERSHING LLC 25,372.6780 10.38 244,343.9080
PO BOX 2052
JERSEY CITY NJ 07303-2052
B MERRILL LYNCH PIERCE FENNER & SMITH 56,683.0230 8.81 643,469.2340
FOR THE SOLE BENEFIT OF
ITS CUSTOMERS
ATTN FUND ADMINISTRATION
4800 DEER LAKE DR E FL 2
JACKSONVILLE FL 32246-6484
C MERRILL LYNCH PIERCE FENNER & SMITH 80,824.3120 33.08 244,343.9080
FOR THE SOLE BENEFIT OF
ITS CUSTOMERS
ATTN FUND ADMINISTRATION
4800 DEER LAKE DR E FL 2
JACKSONVILLE FL 32246-6484
C RAYMOND JAMES & ASSOC INC 22,162.8830 9.07 244,343.9080
FBO SANDERS D&G
880 CARILLON PKWY
ST PETERSBURG FL 33716-1100
C C/O THOMAS W ROSE 17,236.5620 7.05 244,343.9080
FIRST CLEARING LLC
TDR BUILDERS INC
10881 BILLINGHAM AVE NW
UNIONTOWN OH 44685-9143
Z CHARLES SCHWAB & CO INC 2,689,545.5980 6.87 39,172,237.8750
SPECIAL CUSTODY ACCOUNT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMERS
ATTN MUTUAL FUNDS
101 MONTGOMERY STREET
SAN FRANCISCO CA 94104-4122
F-35
COLUMBIA ASSET ALLOCATION FUND-T
Class Registration Share Balance Percent Class Total
- ----- ------------ -------------- ------- --------------
C NFSC 2,401.1430 5.95 40,334.3660
JOSEPH W SCHABER
MADONNA SCHABER
JOSEPH SCHABER
4380 GLENHAVEN RD
CINCINNATI OH 45238-6233
C CITIGROUP GLOBAL MARKETS, INC. 2,371.5760 5.88 40,334.3660
ATTN: PETER BOOTH 7TH FLOOR
333 W 34TH ST
NEW YORK NY 10001-2402
C AMERICAN ENTERPRISE INVESTMENT SVCS 3,243.6940 8.04 40,334.3660
PO BOX 9446
MINNEAPOLIS MN 55440-9446
C AMERICAN ENTERPRISE INVESTMENT SVCS 2,294.9590 5.69 40,334.3660
PO BOX 9446
MINNEAPOLIS MN 55440-9446
Z BANK OF AMERICA NA 1,528,747.5120 14.15 10,801,768.1420
ATTN JOAN WRAY/FUNDS ACCOUNTING
411 N AKARD ST
DALLAS TX 75201-3307
F-36
COLUMBIA DIVIDEND INCOME FUND-T
Class Registration Share Balance Percent Class Total
- ----- ------------ -------------- ------- --------------
C CITIGROUP GLOBAL MARKETS, INC. 15,187.3060 5.14 295,229.7460
ATTN: PETER BOOTH 7TH FLOOR
333 W 34TH ST
NEW YORK NY 10001-2402
B MERRILL LYNCH PIERCE FENNER & SMITH 68,567.1830 5.11 1,341,552.9850
FOR THE SOLE BENEFIT OF
ITS CUSTOMERS
ATTN FUND ADMINISTRATOR
4800 DEER LAKE DR E FL 2
JACKSONVILLE FL 32246-6484
A SEI PRIVATE TRUST CO 660,776.7390 31.99 2,065,824.2480
C/O WACHOVIA- PREMIER
ATTN MUTUAL FUND ADMIN
ONE FREEDOM VALEEY DRIVE
OAKS PA 19456
Z BANK OF AMERICA NA 23,015,968.0850 96.26 23,909,540.5040
ATTN JOAN WRAY/FUNDS ACCOUNTING
411 N AKARD ST
DALLAS TX 75201-3307
F-37
COLUMBIA DISCIPLINED VALUE FUND-T
Class Registration Share Balance Percent Class Total
- ----- ------------ -------------- ------- --------------
C NFSC 2,712.7830 7.70 35,214.8440
NFS/FMTC
FBO JOHN BOLES
C/O LORETTA JACOB S
603 W OJAI AVE
OJAI CA 93023-3732
C NFSC 1,899.7650 5.39 35,214.8440
NFS/FMTC
FBO JUDITH L DAVY
7207 JOHN MCCAIN ROAD
COLLEYVILLE TX 76034-6805
A PERSHING LLC 39,282.1350 14.59 269,207.6540
P.O. BOX 2052
JERSEY CITY NJ 07303-2052
C MERRILL LYNCH PIERCE FENNER & SMITH 7,385.1890 20.97 35,214.8440
FOR THE SOLE BENEFIT OF
ITS CUSTOMERS
ATTN FUND ADMINISTRATION
4800 DEER LAKE DR E FL 3
JACKSONVILLE FL 32246-6484
C FIRST CLEARING LLC 2,425.7670 6.89 35,214.8440
JOHN B MERCALDO
129 MEADOW BROOK RD
OXFORD CT 06478-4900
Z BANK OF AMERICA NA 16,555,161.6120 81.28 20,369,108.5190
ATTN JOAN WRAY/FUNDS ACCOUNTING
411 N AKARD ST
DALLAS TX 75201-3307
F-38
Class Registration Share Balance Percent Class Total
- ----- ------------ -------------- ------- --------------
COLUMBIA GROWTH STOCK FUND-A
C MERRILL LYNCH PIERCE FENNER & SMITH 134,688.9620 8.32 1,617,936.4870
FOR THE SOLE BENEFIT OF
ITS CUSTOMERS
ATTN FUND ADMINISTRATION
4800 DEER LAKE DR E FL 2
JACKSONVILLE FL 32246-6484
Z COLUMBIA THERMOSTAT FUND 2,609,393.3600 6.48 40,268,912.3550
C/O PAULA RYAN
227 W MONROE ST STE 3000
CHICAGO IL 60606-5018
Z CHARLES SCHWAB & CO INC 2,223,598.2100 5.52 40,268,912.3550
SPECIAL CUSTODY ACCOUNT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMERS
ATTN MUTUAL FUNDS
101 MONTGOMERY STREET
SAN FRANCISCO CA 94104-4122
COLUMBIA YOUNG INVESTOR FUND-A
C MERRILL LYNCH PIERCE FENNER & SMITH 10,130.9890 15.83 63,997.8260
FOR THE SOLE BENEFIT OF
ITS CUSTOMERS
ATTN FUND ADMINISTRATION
4800 DEER LAKE DR E FL 2
JACKSONVILLE FL 32246-6484
Z CHARLES SCHWAB & CO INC 4,112,089.6180 6.68 61,546,650.9960
SPECIAL CUSTODY ACCOUNT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMERS
ATTN MUTUAL FUNDS
101 MONTGOMERY STREET
SAN FRANCISCO CA 94104-4122
F-39
COLUMBIA LARGE CAP CORE FUND-T
Class Registration Share Balance Percent Class Total
- ----- ------------ -------------- ------- --------------
C ADP CLEARING & OUTSOURCING 4,089.0660 9.46 43,211.2210
26 BROADWAY
NEW YORK NY 10004-1703
C ATTN MUTUAL FUNDS 2,706.9850 6.26 43,211.2210
FISERV SECURITIES INC
ONE COMMERCE SQUARE
2005 MARKET STREET SUITE 1200
PHILADELPHIA PA 19103-7008
C FIRST CLEARING LLC 2,242.4220 5.19 43,211.2210
ROY E ANGER
FCC AS CUSTODIAN
9130 CHERRY HILL CT
FORT MYERS FL 33908-3648
C AMERICAN ENTERPRISE INVESTMENT SVCS 3,622.2850 8.38 43,211.2210
PO BOX 9446
MINNEAPOLIS MN 55440-9446
C AMERICAN ENTERPRISE INVESTMENT SVCS 2,881.9350 6.67 43,211.2210
PO BOX 9446
MINNEAPOLIS MN 55440-9446
Z BANK OF AMERICA NA 10,077,899.2020 37.26 27,046,939.8170
ATTN JOAN WRAY/FUNDS ACCOUNTING
411 N AKARD ST
DALLAS TX 75201-3307
F-40
COLUMBIA LARGE CAP GROWTH FUND-T
Class Registration Share Balance Percent Class Total
- ----- ------------ -------------- ------- --------------
C CHARLES H VENTURA 8,947.5840 13.41 66,727.8220
745 DISTEL DR STE 101
LOS ALTOS CA 94022-1544
Z AMVESCAP NATIONAL TRUST CO AS AGENT 7,990,495.7410 12.82 62,320,091.7890
FOR FLEET NATIONAL BANK FBO
FLEETBOSTON FINANCIALSAVINGS PLUS
PO BOX 105779
ATLANTA GA 30348-5779
Z BANK OF AMERICA NA 22,130,317.6800 35.51 62,320,091.7890
ATTN JOAN WRAY/FUNDS ACCOUNTING
411 N AKARD ST
DALLAS TX 75201-3307
C MORGAN STANLEY DW INC FBO 7,137.8150 10.70 66,727.8220
HARVEY BENNETT JR &
HARBORSIDE FINANCIAL CNTR PLAZA 3
JERSEY CITY NJ 07311
F-41
COLUMBIA SMALL COMPANY EQUITY FUND-T
Class Registration Share Balance Percent Class Total
- ----- ------------ -------------- ------- --------------
C AMERICAN ENTERPRISE INVESTMENT SVCS 4,621.2120 7.09 65,146.9390
PO BOX 9446
MINNEAPOLIS MN 55440-9446
Z BANK OF AMERICA NA 6,870,868.6790 80.91 8,492,219.2920
ATTN JOAN WRAY/FUNDS ACCOUNTING
411 N AKARD ST
DALLAS TX 75201-3307
A BANK OF AMERICA 82,247.3250 27.57 298,373.1210
411 N AKARD ST
DALLAS TX 75201-3307
F-42
COLUMBIA SMALL CAP FUND-T
Class Registration Share Balance Percent Class Total
- ----- ------------ -------------- ------- --------------
C CITIGROUP GLOBAL MARKETS, INC. 186,600.8270 5.29 3,530,696.8050
ATTN: PETER BOOTH 7TH FLOOR
333 W 34TH ST
NEW YORK NY 10001-2402
C MERRILL LYNCH PIERCE FENNER & SMITH 247,038.8790 7.00 3,530,696.8050
FOR THE SOLE BENEFIT OF
ITS CUSTOMERS
ATTN FUND ADMINISTRATION
4800 DEER LAKE DR E FL 3
JACKSONVILLE FL 32246-6484
Z BANK OF AMERICA NA 41,139,541.7370 72.15 57,019,362.1340
ATTN JOAN WRAY/FUNDS ACCOUNTING
411 N AKARD ST
DALLAS TX 75201-3307
A CHARLES SCHWAB & CO INC 3,669,385.9010 32.36 11,340,609.6110
SPECIAL CUSTODY ACCT FOR EXCLUSIVE
OF CUSTOMERS
ATTN:MUTUAL FUNDS
101 MONTGOMERY ST
SAN FRANCISCO CA 94104-4122
T CHARLES SCHWAB & CO INC 1,628,610.6250 19.93 8,172,044.4550
SPECIAL CUSTODY ACCT FOR EXCLUSIVE
OF CUSTOMERS
ATTN MUTUAL FUNDS
101 MONTGOMERY ST
SAN FRANCISCO CA 94104-4122
F-43
EXHIBIT 1
CURRENT FUNDAMENTAL INVESTMENT RESTRICTIONS WITH RESPECT TO
BORROWING
Series of Columbia Funds Trust VIII
Columbia Income Fund
Columbia Intermediate Bond Fund
Series of Columbia Funds Trust IX
Columbia High Yield Municipal Fund
Series of Columbia Funds Trust XI
Columbia Young Investor Fund
Columbia Growth Stock Fund
The Fund may not "borrow[,] except from banks, other affiliated
funds and other entities to the extent permitted by the [1940
Act][Investment Company Act of 1940]."
Series of Columbia Funds Trust III
Columbia Quality Plus Bond Fund
Series of Columbia Funds Trust V
Columbia Intermediate Tax-Exempt Bond Fund
Columbia Massachusetts Intermediate Municipal Fund
Columbia Connecticut Intermediate Municipal Bond Fund
Columbia New Jersey Intermediate Municipal Bond Fund
Columbia New York Intermediate Municipal Bond Fund
Columbia Rhode Island Intermediate Municipal Bond Fund
Series of Columbia Funds Trust XI
Columbia Asset Allocation Fund
Columbia Dividend Income Fund
Columbia Large Cap Core Fund
Columbia Large Cap Growth Fund
Columbia Disciplined Value Fund
Columbia Small Cap Fund
Columbia Small Company Equity Fund
The Fund may not "[b]orrow money, issue senior securities or
mortgage, pledge or hypothecate its assets except to the extent permitted
by the [Investment Company Act of 1940, as amended ("1940 Act")][1940
Act]."
Series of Columbia Funds Trust I
Columbia High Yield Opportunity Fund
Columbia Strategic Income Fund
Columbia Tax-Managed Growth Fund
1
Series of Columbia Funds Trust III
Columbia Liberty Fund
Columbia Federal Securities Fund
Series of Columbia Funds Trust IV
Columbia Tax-Exempt Fund
Columbia Tax-Exempt Insured Fund
Columbia Utilities Fund
Series of Columbia Funds Trust V
Columbia California Tax-Exempt Fund
Columbia Connecticut Tax-Exempt Fund
Columbia Massachusetts Tax-Exempt Fund
Columbia New York Tax-Exempt Fund
Series of Columbia Funds Trust VI
Columbia Small Cap Value Fund
The Fund may "[b]orrow from banks, other affiliated funds and other
[entities][persons] to the extent permitted by applicable law, provided
[that][the][each] 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."
Series of Columbia Funds Trust V
Columbia U.S. Treasury Index Fund
The Fund may not "[b]orrow money or issue senior securities except
that the Fund may borrow from banks for temporary or emergency purposes,
and not for leveraging, and then in amounts not in excess of 33-1/3 % of
the value of the Fund's total assets at the time of such borrowing; or
mortgage, pledge, or hypothecate any assets except in connection with any
bank borrowing and in amounts not in excess of the lesser of the dollar
amounts borrowed or 33-1/3% of the value of the Fund's total assets at the
time of such borrowing. Whenever borrowings are outstanding, a Fund will
not make any additional investments (including roll-overs). For purposes
of this restriction, collateral arrangements with respect to (a) the
purchase and sale of options on stock indexes and (b) initial and
variation margin for futures contracts will not be deemed to be issuances
of senior securities or to be pledges of a Fund's assets."
Series of Columbia Funds Trust III
Columbia Global Equity Fund
The Fund may not "[b]orrow from banks, other affiliated funds and
other entities except to the extent permitted by applicable law and,
provided 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
EXHIBIT 2
CURRENT FUNDAMENTAL INVESTMENT RESTRICTIONS WITH RESPECT TO
ISSUING SENIOR SECURITIES
Series of Columbia Funds Trust VIII
Columbia Income Fund
Columbia Intermediate Bond Fund
Series of Columbia Funds Trust IX
Columbia High Yield Municipal Fund
Series of Columbia Funds Trust XI
Columbia Young Investor Fund
Columbia Growth Stock Fund
The Fund may not "[i]ssue any senior security except to the extent
permitted under the [1940 Act][Investment Company Act of 1940]."
Series of Columbia Funds Trust VI
Columbia Small Cap Value Fund
Series of Columbia Funds Trust I
Columbia Tax-Managed Growth Fund
Series of Columbia Funds Trust III
Columbia Liberty Fund
Columbia Global Equity Fund
Series of Columbia Funds Trust IV
Columbia Tax-Exempt Fund
Columbia Tax-Exempt Insured Fund
Columbia Utilities Fund
The Fund may "[n]ot issue senior securities except as provided in
paragraph [1][4.] above and to the extent permitted [under][by] the 1940
Act."
Series of Columbia Funds Trust III
Columbia Quality Plus Bond Fund
Series of Columbia Funds Trust V
Columbia Intermediate Tax-Exempt Bond Fund
Columbia Massachusetts Intermediate Municipal Bond Fund
Columbia Connecticut Intermediate Municipal Bond Fund
Columbia New Jersey Intermediate Municipal Bond Fund
Columbia New York Intermediate Municipal Bond Fund
Columbia Rhode Island Intermediate Municipal Bond Fund
Series of Columbia Funds Trust XI
1
Columbia Asset Allocation Fund
Columbia Dividend Income Fund
Columbia Large Cap Core Fund
Columbia Large Cap Growth Fund
Columbia Disciplined Value Fund
Columbia Small Cap Fund
Columbia Small Company Equity Fund
The Fund may not "[b]orrow money, issue senior securities or
mortgage, pledge or hypothecate its assets except to the extent permitted
by the [Investment Company Act of 1940, as amended (1940 Act)][1940 Act]."
Series of Columbia Funds Trust V
Columbia U.S. Treasury Index Fund
The Fund may not "[b]orrow or issue senior securities except that
the Fund may borrow from banks for temporary or emergency purposes, and
not for leveraging, and then in amounts not in excess of 33-1/3 % of the
value of its total assets at the time of borrowing; or mortgage, pledge,
or hypothecate any assets except in connection with such bank borrowing
and in amounts not in excess of the lesser of the dollar amounts borrowed
or 33-1/3% of the value of the Fund's total assets at the time of such
borrowing. Whenever borrowings are outstanding, a Fund will not make any
additional investments (including roll-overs). For purposes of this
restriction, collateral arrangements with respect to (a) the purchase and
sale of options on stock indexes and (b) initial and variation margin for
futures contracts will not be deemed to be issuances of senior securities
or to be pledges of a Fund's assets."
Series of Columbia Funds Trust I
Columbia High Yield Opportunity Fund
Columbia Strategic Income Fund
Series of Columbia Funds Trust III
Columbia Federal Securities Fund
Series of Columbia Funds Trust V
Columbia California Tax-Exempt Fund
Columbia Connecticut Tax-Exempt Fund
Columbia Massachusetts Tax-Exempt Fund
Columbia New York Tax-Exempt Fund
The Fund may "[n]ot issue senior securities except as provided in
paragraph 1 above to the extent permitted by the Act."
2
EXHIBIT 3
CURRENT FUNDAMENTAL INVESTMENT RESTRICTIONS WITH RESPECT TO
MAKING LOANS
Series of Columbia Funds Trust IX
Columbia High Yield Municipal Fund
The Fund may not "[m]ake loans, although it may (a) participate in
an interfund lending program with other affiliated registered open-end
investment companies 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; (b) purchase money market instruments and enter into
repurchase agreements; and (c) acquire publicly distributed or privately
placed debt securities."
Series of Columbia Funds Trust VIII
Columbia Income Fund
Columbia Intermediate Bond Fund
The Fund may not "make loans, although it may (a) lend portfolio
securities and participate in an interfund lending program with certain
other 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); (b) purchase
money market instruments and enter into repurchase agreements; and (c)
acquire publicly distributed or privately placed debt securities."
Series of Columbia Funds Trust I
Columbia High Yield Opportunity Fund
Columbia Strategic Income Fund
Columbia Tax-Managed Growth Fund
Series of Columbia Funds Trust III
Columbia Liberty Fund
Columbia Global Equity Fund
Columbia Federal Securities Fund
Series of Columbia Funds Trust IV
Columbia Tax-Exempt Fund
Columbia Tax-Exempt Insured Fund
Columbia Utilities Fund
Series of Columbia Funds Trust V
Columbia California Tax-Exempt Fund
Columbia Connecticut Tax-Exempt Fund
Columbia Massachusetts Tax-Exempt Fund
Columbia New York Tax-Exempt Fund
Series of Columbia Funds Trust VI
Columbia Small Cap Value Fund
1
The Fund may "[m]ake 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 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."
Series of Columbia Funds Trust V
Columbia U.S. Treasury Index Fund
The Fund may not "[m]ake loans, except that the Fund may purchase or
hold debt obligations, lend portfolio securities and enter into repurchase
agreements, as described herein and in the prospectus."
Series of Columbia Funds Trust III
Columbia Quality Plus Bond Fund
Series of Columbia Funds Trust V
Columbia Intermediate Tax-Exempt Bond Fund
Columbia Massachusetts Intermediate Municipal Bond Fund
Columbia Connecticut Intermediate Municipal Bond Fund
Columbia New Jersey Intermediate Municipal Bond Fund
Columbia New York Intermediate Municipal Bond Fund
Columbia Rhode Island Intermediate Municipal Bond Fund
Series of Columbia Funds Trust XI
Columbia Asset Allocation Fund
Columbia Dividend Income Fund
Columbia Large Cap Core Fund
Columbia Large Cap Growth Fund
Columbia Disciplined Value Fund
Columbia Small Cap Fund
Columbia Small Company Equity Fund
The Fund may not "[m]ake loans except to the extent permitted by the
1940 Act."
Series of Columbia Funds Trust XI
Columbia Young Investor Fund
Columbia Growth Stock Fund
The Fund may not "make loans, although it may (a) lend portfolio
securities and participate in an interfund lending program with other
affiliated registered open-end investment companies 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); (b) purchase money market instruments and enter into
repurchase agreements; and (c) acquire publicly distributed or privately
placed debt securities."
2
EXHIBIT 4
CURRENT FUNDAMENTAL INVESTMENT RESTRICTIONS WITH RESPECT TO
DIVERSIFICATION OF INVESTMENTS
Series of Columbia Funds Trust VIII
Columbia Income Fund
Columbia Intermediate Bond Fund
The Fund may not "invest in a security if, with respect to 75% of
its assets, as a result of such investment, more than 5% of its total
assets (taken at market value at the time of such investment) would be
invested in the securities of any one issuer, except that this restriction
does not apply to U.S government securities or repurchase agreements for
such securities and except that all or substantially all of the assets of
the Fund may be invested in another registered investment company having
the same investment objective and substantially similar investment
policies as the Fund."
Series of Columbia Funds Trust IX
Columbia High Yield Municipal Fund
The Fund may not "invest in a security if, with respect to 75% of
its assets, as a result of such investment, more than 5% of its total
assets (taken at market value at the time of investment) would be invested
in the securities of any one issuer (for this purpose, the issuer(s) of a
security being deemed to be only the entity or entities whose assets or
revenues are subject to the principal and interest obligations of the
security), other than obligations issued or guaranteed by the U.S.
government or by its agencies or instrumentalities or repurchase
agreements for such securities, and except that all or substantially all
of the assets of the Fund may be invested in another registered investment
company having the same investment objective and substantially similar
investment policies as the Fund (however, in the case of a guarantor of
securities (including an issuer of a letter of credit) the value of the
guarantee (or letter of credit) may be excluded from this computation if
the aggregate value of securities owned by it and guaranteed by such
guarantor (plus any other investments in securities issued by the
guarantor) does not exceed 10% of its total assets)."
Series of Columbia Funds Trust IV
Columbia Utilities Fund
The Fund may "[w]ith respect to 75% of total assets, not 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."
Series of Columbia Funds Trust III
Columbia Quality Plus Bond Fund
Series of Columbia Funds Trust XI
Columbia Asset Allocation Fund
1
Columbia Dividend Income Fund
Columbia Large Cap Core Fund
Columbia Large Cap Growth Fund
Columbia Disciplined Value Fund
Columbia Small Cap Fund
Columbia Small Company Equity Fund
The Fund may not "[m]ake any investment inconsistent with the Fund's
classification as a diversified series of an open-end investment company
under the 1940 Act."
Series of Columbia Funds Trust V
Columbia Intermediate Tax-Exempt Bond Fund
The Fund may not "[m]ake any investment inconsistent with the Fund's
classification as a diversified series of an open-end investment company
under the 1940 Act, provided, however, that the Florida Fund may invest
all of its investable assets in a Qualifying Portfolio (i.e., a
diversified, open-end management investment company having the same
investment goal and policies and substantially the same investment
restrictions as those applicable to the Fund). This limitation does not
apply, however, to any Fund classified as a non-diversified series of an
open-end investment company under the 1940 Act."
Series of Columbia Funds Trust XI
Columbia Young Investor Fund
Columbia Growth Stock Fund
The Fund may not "with respect to 75% of its total assets, invest
more than 5% of its total assets, taken at market value at the time of a
particular purchase, in the securities of a single issuer, except for
securities issued or guaranteed by the U.S. Government or any of its
agencies or instrumentalities or repurchase agreements for such
securities, and except that all or substantially all of the assets of the
Fund may be invested in another registered investment company having the
same investment objective and substantially similar investment policies as
the Fund."
Series of Columbia Funds Trust I
Columbia High Yield Opportunity Fund
Columbia Strategic Income Fund
Columbia Tax-Managed Growth Fund
Series of Columbia Funds Trust III
Columbia Federal Securities Fund
Columbia Liberty Fund
Series of Columbia Funds Trust IV
2
Columbia Tax-Exempt Fund
Columbia Tax-Exempt Insured Fund
Series of Columbia Funds Trust VI
Columbia Small Cap Value Fund
The Fund may "[n]ot 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 purchase[s],
[the][a] Fund would own more than 10% of the outstanding voting shares of
such issuer."
Series of Columbia Funds Trust III
Columbia Global Equity Fund
The Fund may not "[p]urchase the securities of any one issuer
(except securities issued or guaranteed by the U.S. government and its
agencies or instrumentalities, as to which there are no percentage limits
or restrictions) if immediately after and as a result of such purchase (a)
more than 5% of the value of its assets would be invested in that issuer,
or (b) the Fund would hold more than 10% of the outstanding voting
securities of that issuer and except that the Fund may invest all or
substantially all of its assets in another registered investment company
having substantially the same investment objective as the Fund."
Series of Columbia Funds Trust V
Columbia U.S. Treasury Index Fund
The Fund may not "[p]urchase the securities of any issuer if as a
result more than 5% of the value of the Fund's total assets would be
invested in the securities of such issuer, except that (a) this 5%
limitation does not apply to U.S. Government securities and (b) up to 25%
of the value of the Fund's total assets may be invested without regard to
this 5% limitation."
3
EXHIBIT 5
CURRENT FUNDAMENTAL INVESTMENT RESTRICTIONS WITH RESPECT TO
INVESTMENTS IN COMMODITIES
Series of Columbia Funds Trust IX
Columbia High Yield Municipal Fund
The Fund may not "purchase or sell commodities or commodities
contracts or oil, gas, or mineral programs, except that it may enter into
futures and options transactions."
Series of Columbia Funds Trust XI
Columbia Young Investor Fund
Columbia Growth Stock Fund
The Fund may not "purchase or sell real estate (although it may
purchase securities secured by real estate or interests therein, or
securities issued by companies which invest in real estate or interests
therein), commodities, or commodity contracts, except that it may enter
into (a) futures and options on futures and (b) forward contracts."
Series of Columbia Funds Trust III
Columbia Quality Plus Bond Fund
Series of Columbia Funds Trust XI
Columbia Asset Allocation Fund
Columbia Dividend Income Fund
Columbia Large Cap Core Fund
Columbia Large Cap Growth Fund
Columbia Disciplined Value Fund
Columbia Small Cap Fund
Columbia Small Company Equity Fund
The Fund may not "[p]urchase or sell commodities or commodity
contracts except that the Fund may, to the extent consistent with its
investment objective and policies, purchase and sell financial futures
contracts and related options and foreign currency forward contracts,
futures contracts and related options."
Series of Columbia Funds Trust V
Columbia U.S. Treasury Index Fund
The Fund may not "[i]nvest in commodities, except that the Large
Company Index Fund and the Small Company Index Fund may invest in stock
index futures."
Series of Columbia Funds Trust VIII
Columbia Income Fund
Columbia Intermediate Bond Fund
1
The Fund may not "purchase or sell commodities or commodities
contracts or oil, gas or mineral programs, except that it may enter into
(i) futures and options on futures and (ii) forward contracts."
Series of Columbia Funds Trust V
Columbia Intermediate Tax-Exempt Bond Fund
Columbia Massachusetts Intermediate Municipal Bond Fund
Columbia Connecticut Intermediate Municipal Bond Fund
Columbia New Jersey Intermediate Municipal Bond Fund
Columbia New York Intermediate Municipal Bond Fund
Columbia Rhode Island Intermediate Municipal Bond Fund
The Fund may not "[p]urchase or sell commodities or commodity
contracts except that a Fund may, to the extent consistent with its
investment goal and policies, purchase and sell financial futures
contracts and related options and foreign currency forward contracts,
futures contracts and related options."
Series of Columbia Funds Trust I
Columbia Tax-Managed Growth Fund
The Fund may "[n]ot invest in commodities, except that the Fund may
purchase and sell futures contracts and related options to the extent that
total initial margin and premiums on the contracts do not exceed 5% of its
total assets."
2
EXHIBIT 6
CURRENT FUNDAMENTAL INVESTMENT RESTRICTIONS WITH RESPECT
TO INVESTMENTS IN REAL ESTATE
Series of Columbia Funds Trust IX
Columbia High Yield Municipal Fund
The Fund may not "purchase or sell real estate (other than Municipal
Securities or money market securities secured by real estate or interests
therein or such securities issued by companies which invest in real estate
or interests therein)."
Series of Columbia Funds Trust III
Columbia Global Equity Fund
The Fund may not "[p]urchase or sell real estate or interests in
real estate limited partnerships (other than securities secured by real
estate or interests therein), interests in oil, gas or mineral leases,
commodities or commodity contracts in the ordinary course of business (the
Fund reserves the freedom of action to hold and to sell real estate
acquired as a result of the ownership of securities and to enter into
futures and options transactions in accordance with its investment
policies)."
Series of Columbia Funds Trust V
Columbia U.S. Treasury Index Fund
The Fund may not "[p]urchase or sell real estate or real estate
limited partnerships interests, or invest in oil, gas or mineral leases,
or mineral exploration or development programs, except that the Fund may
invest in securities secured by real estate, mortgages or interests
therein and may purchase securities issued by companies that invest or
deal in any of the above."
Series of Columbia Funds Trust III
Columbia Quality Plus Bond Fund
Series of Columbia Funds Trust V
Columbia Intermediate Tax-Exempt Bond Fund
Columbia Massachusetts Intermediate Municipal Bond Fund
Columbia Connecticut Intermediate Municipal Bond Fund
Columbia New Jersey Intermediate Municipal Bond Fund
Columbia New York Intermediate Municipal Bond Fund
Columbia Rhode Island Intermediate Municipal Bond Fund
Series of Columbia Funds Trust XI
Columbia Asset Allocation Fund
Columbia Dividend Income Fund
Columbia Large Cap Core Fund
Columbia Large Cap Growth Fund
Columbia Disciplined Value Fund
Columbia Small Cap Fund
1
Columbia Small Company Equity Fund
The Fund may not "[p]urchase or sell real estate, except that the
Fund may purchase securities of issuers which deal or invest in real
estate and may purchase securities which are secured by real estate or
interests in real estate."
Series of Columbia Funds Trust VIII
Columbia Income Fund
Columbia Intermediate Bond Fund
The Fund may not "purchase or sell real estate (although it may
purchase securities secured by real estate or interests therein, or
securities issued by companies which invest in real estate, or interests
therein)."
Series of Columbia Funds Trust I
Columbia High Yield Opportunity Fund
Columbia Strategic Income Fund
Columbia Tax-Managed Growth Fund
Series of Columbia Funds Trust III
Columbia Liberty Fund
Columbia Federal Securities Fund
Series of Columbia Funds Trust IV
Columbia Tax-Exempt Fund
Columbia Tax-Exempt Insured Fund
Columbia Utilities Fund
Series of Columbia Funds Trust V
Columbia California Tax-Exempt Fund
Columbia Connecticut Tax-Exempt Fund
Columbia Massachusetts Tax-Exempt Fund
Columbia New York Tax-Exempt Fund
Series of Columbia Funds Trust VI
Columbia Small Cap Value Fund
The Fund may "[o]nly own real estate acquired as the result of
owning securities and not more than 5% of total assets."
Series of Columbia Funds Trust XI
Columbia Young Investor Fund
Columbia Growth Stock Fund
The Fund may not "purchase or sell real estate (although it may
purchase securities secured by real estate or interests therein, or
securities issued by companies which invest in real estate or interests
therein), commodities, or commodity contracts, [(]except that it may enter
into (a) futures and options on futures and (b) forward contracts.[)]"
2
Series of Columbia Funds Trust IV
Columbia Tax-Exempt Fund
Columbia Tax-Exempt Insured Fund
The Fund may "[i]nvest up to 5% of its net assets in real estate as
a result of owning securities (i.e., foreclosing and collateral)."
3
EXHIBIT 7
CURRENT FUNDAMENTAL INVESTMENT RESTRICTIONS WITH RESPECT
TO UNDERWRITING OF SECURITIES
Series of Columbia Funds Trust III
Columbia Quality Plus Bond Fund
Series of Columbia Funds Trust V
Columbia Intermediate Tax-Exempt Bond Fund
Columbia Massachusetts Intermediate Municipal Bond Fund
Columbia Connecticut Intermediate Municipal Bond Fund
Columbia New Jersey Intermediate Municipal Bond Fund
Columbia New York Intermediate Municipal Bond Fund
Columbia Rhode Island Intermediate Municipal Bond Fund
Series of Columbia Funds Trust XI
Columbia Asset Allocation Fund
Columbia Dividend Income Fund
Columbia Large Cap Core Fund
Columbia Large Cap Growth Fund
Columbia Disciplined Value Fund
Columbia Small Cap Fund
Columbia Small Company Equity Fund
The Fund may not "[u]nderwrite securities of other issuers, except
insofar as the Fund technically may be deemed to be an underwriter under
the Securities Act of 1933 in connection with the purchase and sale of its
portfolio securities."
Series of Columbia Funds Trust VIII
Columbia Income Fund
Columbia Intermediate Bond Fund
Series of Columbia Funds Trust XI
Columbia Young Investor Fund
Columbia Growth Stock Fund
The Fund may not "act as an underwriter of securities, except
insofar as it may be deemed to be an "underwriter" for purposes of the
Securities Act of 1933 on disposition of securities acquired subject to
legal or contractual restrictions on resale, except that all or
substantially all of the assets of the Fund may be invested in another
registered investment company having the same investment objective and
substantially similar investment policies as the Fund."
Series of Columbia Funds Trust IX
Columbia High Yield Municipal Fund
1
The Fund may not "act as an underwriter of securities, except that
[it][the Fund] may participate as part of a group in bidding, or bid
alone, for the purchase of Municipal Securities directly from an issuer
for its own portfolio."
Series of Columbia Funds Trust I
Columbia High Yield Opportunity Fund
Columbia Strategic Income Fund
Columbia Tax-Managed Growth Fund
Series of Columbia Funds Trust III
Columbia Liberty Fund
Columbia Federal Securities Fund
Series of Columbia Funds Trust IV
Columbia Tax-Exempt Fund
Columbia Tax-Exempt Insured Fund
Columbia Utilities Fund
Series of Columbia Funds Trust V
Columbia California Tax-Exempt Fund
Columbia Connecticut Tax-Exempt Fund
Columbia Massachusetts Tax-Exempt Fund
Columbia New York Tax-Exempt Fund
Series of Columbia Funds Trust VI
Columbia Small Cap Value Fund
The Fund may "[u]nderwrite securities issued by others
[only][except] when disposing of portfolio securities."
Series of Columbia Funds Trust V
Columbia U.S. Treasury Index Fund
The Fund may not "[u]nderwrite any issue of securities except to the
extent that the sale of portfolio securities in accordance with the Fund's
investment objective, policies and limitations may be deemed to be
underwriting."
Series of Columbia Funds Trust III
Columbia Global Equity Fund
The Fund may not "[u]nderwrite securities issued by other persons,
except insofar as the Fund may technically be deemed an underwriter under
the Securities Act of 1933 in selling a security and except that the Fund
may invest all or substantially all of its assets in another registered
investment company having substantially the same investment objective as
the Fund."
2
EXHIBIT 8
CURRENT FUNDAMENTAL INVESTMENT RESTRICTIONS WITH RESPECT
TO PURCHASING SECURITIES ON MARGIN
Series of Columbia Funds Trust III
Columbia Liberty Fund
Columbia Federal Securities Fund
Series of Columbia Funds Trust IV
Columbia Tax-Exempt Fund
Columbia Tax-Exempt Insured Fund
Columbia Utilities Fund
Series of Columbia Funds Trust V
Columbia California Tax-Exempt Fund
Columbia Connecticut Tax-Exempt Fund
Columbia Massachusetts Tax-Exempt Fund
Columbia New York Tax-Exempt Fund
The Fund may "[p]urchase and sell futures contracts and related
options so long as the total initial margin and premiums [on the
contracts] do not exceed 5% of [its] total assets."
Series of Columbia Funds Trust III
Columbia Global Equity Fund
The Fund may not "[p]urchase any security on margin, except that the
Fund may obtain such short-term credit as may be necessary for the
clearance of purchases and sales of securities (this restriction does not
apply to securities purchased on a when-issued basis or to margin deposits
in connection with futures and options transactions)."
Series of Columbia Funds Trust V
Columbia U.S. Treasury Index Fund
The Fund may not "[p]urchase securities on margin, except that a
Fund may obtain any short-term credits necessary for the clearance of
purchases and sales of securities. For purposes of this restriction, the
deposit or payment of initial or variation margin in connection with
futures contracts or related options will not be deemed to be a purchase
of securities on margin by the Fund."
1
EXHIBIT 9
CURRENT FUNDAMENTAL INVESTMENT RESTRICTIONS WITH RESPECT TO
INVESTING FOR THE PURPOSE OF EXERCISING CONTROL
Series of Columbia Funds Trust V
Columbia U.S. Treasury Index Fund
The Fund may not "[p]urchase more than 10% of the voting securities
of any one issuer, more than 10% of the securities of any class of any one
issuer or more than 10% of the outstanding debt securities of any one
issuer; provided that this limitation shall not apply to investments in
U.S. Government securities."
Series of Columbia Funds Trust VIII
Columbia Income Fund
Columbia Intermediate Bond Fund
The Fund may not "invest in a security if, as a result of such
investment, it would hold more than 10% (taken at the time of such
investment) of the outstanding voting securities of any one issuer, except
that all or substantially all of the assets of the Fund may be invested in
another registered investment company having the same investment objective
and substantially similar investment policies as the Fund."
Series of Columbia Funds Trust III
Columbia Global Equity Fund
The Fund may not "[p]urchase the securities of any one issuer
(except securities issued or guaranteed by the U.S. government and its
agencies or instrumentalities, as to which there are no percentage limits
or restrictions) if immediately after and as a result of such purchase (a)
more than 5% of the value of its assets would be invested in that issuer,
or (b) the Fund would hold more than 10% of the outstanding voting
securities of that issuer and except that the Fund may invest all or
substantially all of its assets in another registered investment company
having substantially the same investment objective as the Fund."
Series of Columbia Funds Trust V
Columbia U.S. Treasury Index Fund
The Fund may not "[i]nvest in companies for the purpose of
exercising control or management."
Series of Columbia Funds Trust XI
Columbia Young Investor Fund
Columbia Growth Stock Fund
The Fund may not "acquire more than 10%, taken at the time of a
particular purchase, of the outstanding voting securities of any one
issuer, except that all or substantially all of the assets of the Fund may
be invested in another registered
1
investment company having the same investment objective and substantially
similar investment policies as the Fund."
2
EXHIBIT 10
CURRENT FUNDAMENTAL INVESTMENT RESTRICTIONS WITH RESPECT TO
CONCENTRATING INVESTMENTS IN AN INDUSTRY
Series of Columbia Funds Trust III
Columbia Quality Plus Bond Fund
Series of Columbia Funds Trust XI
Columbia Asset Allocation Fund
Columbia Dividend Income Fund
Columbia Large Cap Core Fund
Columbia Large Cap Growth Fund
Columbia Disciplined Value Fund
Columbia Small Cap Fund
Columbia Small Company Equity Fund
The Fund may not "[c]oncentrate its investments in the securities of
one or more issuers conducting their principal business activities in the
same industry (other than securities issued or guaranteed by the U.S.
Government or its agencies or instrumentalities)."
Series of Columbia Funds Trust IX
Columbia High Yield Municipal Fund
The Fund may not "invest more than 25% of its total assets (taken at
market value at the time of each investment) in securities of
non-governmental issuers whose principal business activities are in the
same industry, except that all or substantially all of the assets of the
Fund may be invested in another registered investment company having the
same investment objective and substantially similar investment policies as
the Fund."
Series of Columbia Funds Trust V
Columbia Connecticut Intermediate Municipal Bond Fund
Columbia New Jersey Intermediate Municipal Bond Fund
Columbia New York Intermediate Municipal Bond Fund
Columbia Rhode Island Intermediate Municipal Bond Fund
Columbia Massachusetts Intermediate Municipal Bond Fund
Columbia Intermediate Tax-Exempt Bond Fund
The Fund may not "[c]oncentrate its investments in the securities of
one or more issuers conducting their principal business activities in the
same industry (other than (a) securities issued or guaranteed by the U.S.
Government, any state, territory or possession of the U.S. Government, the
District of Columbia, or any of their authorities, agencies,
instrumentalities or political subdivisions, and (b) with respect to the
Florida Fund, investment of all the investable assets of the fund in a
Qualifying Portfolio (i.e., a diversified, open-end management investment
company having the same investment goal and policies and substantially the
same investment restrictions as those applicable to the Fund))."
1
Series of Columbia Funds Trust III
Columbia Global Equity Fund
The Fund may not "[i]nvest more than 25% of its total assets in the
securities of issuers whose principal business activities are in the same
industry (excluding obligations of the U.S. government and repurchase
agreements collateralized by obligations of the U.S. government), except
that the Fund may invest without limit (but may not invest less than 25%
of its total assets) in the securities of companies in the public
utilities industry and except that the Fund may invest all or
substantially all of its assets in another registered investment company
having substantially the same investment objective as the Fund."
Series of Columbia Funds Trust VIII
Columbia Income Fund
Columbia Intermediate Bond Fund
The Fund may not "invest in a security if, as a result of such
investment, more than 25% of its total assets (taken at market value at
the time of each investment) would be invested in the securities of
issuers in any particular industry, except that this restriction does not
apply to (i) repurchase agreements, or (ii) securities of issuers in the
financial services industry, and except that all or substantially all of
the assets of the Fund may be invested in another registered investment
company having the same investment objective and substantially similar
investment policies as the Fund."
Series of Columbia Funds Trust I
Columbia High Yield Opportunity Fund
Columbia Strategic Income Fund
Columbia Tax-Managed Growth Fund
Series of Columbia Funds Trust III
Columbia Liberty Fund
Columbia Federal Securities Fund
Series of Columbia Funds Trust IV
Columbia Tax-Exempt Fund
Columbia Tax-Exempt Insured Fund
Series of Columbia Funds Trust VI
Columbia Small Cap Value Fund
The Fund may "[n]ot 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] purchase[s], the
Fund would own more than 10% of the outstanding voting shares of such
issuer."
Series of Columbia Funds Trust V
Columbia U.S. Treasury Index Fund
The Fund may not "[p]urchase any securities that would cause 25% or
more of the value of the Fund's total assets at the time of purchase to be
invested in the securities of
2
issuers conducting their principal business activities in the same
industry, provided that there shall be no limit on the purchase of U.S.
Government securities."
Series of Columbia Funds Trust V
Columbia California Tax-Exempt Fund
Columbia Connecticut Tax-Exempt Fund
Columbia Massachusetts Tax-Exempt Fund
Columbia New York Tax-Exempt Fund
The Fund may "[n]ot concentrate more than 25% of its total assets in
any one industry."
Series of Columbia Funds Trust IV
Columbia Utilities Fund
The Fund may not "[c]oncentrate more than 25% of its total assets in
any single industry."
Series of Columbia Funds Trust XI
Columbia Young Investor Fund
Columbia Growth Stock Fund
The Fund may not "invest in a security if more than 25% of its total
assets (taken at market value at the time of a particular purchase) would
be invested in the securities of issuers in any particular industry,
except that this restriction does not apply to securities issued or
guaranteed by the U.S. Government or its agencies or instrumentalities,
and except that all or substantially all of the assets of the Fund may be
invested in another registered investment company having the same
investment objective and substantially similar investment policies as the
Fund."
3
EXHIBIT 11
AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION dated as of ___________, 2005,
is by and among __________________ (the "Acquired Trust"), a Massachusetts
business trust, on behalf of _______________ (the "Acquired Fund");
______________ (the "Acquiring Trust"), a Massachusetts business trust on behalf
of ___________________ (the "Acquiring Fund"); and Columbia Management Advisors,
Inc. ("Columbia").
This Agreement is intended to be and is adopted as a plan of reorganization and
liquidation within the meaning of Sections 361(a) and 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 the Acquired Fund attributable to each class of its shares in
exchange for shares of the same class of shares of the Acquiring Fund (the
"Acquisition Shares"), and the assumption by the Acquiring Fund of the
liabilities of the Acquired Fund and the distribution of the Acquisition Shares
to the relevant shareholders of the Acquired Fund in liquidation of the Acquired
Fund, all upon the terms and conditions 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 ACQUIRED FUND IN EXCHANGE FOR ASSUMPTION OF
LIABILITIES AND ACQUISITION SHARES AND LIQUIDATION OF 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) The Acquired Fund will transfer and deliver to the Acquiring
Fund, and the Acquiring Fund will acquire, all the assets of
the Acquired Fund as set forth in paragraph 1.2;
(b) The Acquiring Fund will assume all of the Acquired Fund's
liabilities and obligations of any kind whatsoever, whether
absolute, accrued, contingent or otherwise, in existence on
the Closing Date (as defined in paragraph 1.2 hereof) (the
"Obligations"); and
(c) The Acquiring Fund will issue and deliver to the Acquired Fund
in exchange for the net assets attributable to each class of
its shares the number of Acquisition Shares of the
corresponding class (including fractional shares, if any)
determined by dividing the value of such net assets, computed
in the manner and as of the time and date set forth in
paragraph 2.1, by the net asset value of one Acquisition Share
of the applicable class 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 the Acquired Fund to be acquired by the Acquiring Fund
shall consist of all cash, securities, dividends and interest
receivable, receivables for shares sold and all other assets which
are owned by the 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 the Acquired Fund on the Closing Date. The Acquiring Fund
agrees that all rights to indemnification and all limitations of
liability existing in favor of the Acquired Fund's current and
former Trustees and officers, acting in their capacities as such,
under the Acquired Fund's organizational documents as in effect as
of the date of this Agreement shall survive the reorganization as
obligations of the Acquiring Fund and shall continue in full force
and effect, without any amendment thereto, and shall constitute
rights which may be asserted against the Acquiring Fund, its
successors or assigns.
1
1.3. As provided in paragraph 3.4, as soon after the Closing Date as is
conveniently practicable (the "Liquidation Date"), the Acquired Fund
will liquidate and distribute pro rata to shareholders of record of
each class of shares, determined as of the close of business on the
Valuation Date (as defined in paragraph 2.1), the Acquisition Shares
of the relevant class received by the Acquired Fund pursuant to
paragraph 1.1. Such liquidation and distribution will be
accomplished by the transfer of the Acquisition Shares then credited
to the account of the Acquired Fund on the books of the Acquiring
Fund to open accounts on the share records of the Acquiring Fund in
the names of the Acquired Fund shareholders and representing the
respective pro rata number of Acquisition Shares due such
shareholders. The Acquiring Fund shall not be obligated to issue
certificates representing Acquisition Shares in connection with such
exchange.
1.4. With respect to Acquisition Shares distributable pursuant to
paragraph 1.3 to an Acquired Fund shareholder holding a certificate
or certificates for shares of the Acquired Fund, if any, on the
Valuation Date, the Acquired Fund will not permit such shareholder
to receive Acquisition Share certificates therefor, exchange such
Acquisition Shares for shares of other investment companies, effect
an account transfer of such Acquisition Shares, or pledge or redeem
such Acquisition Shares until such Acquired Fund 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. If applicable, as soon as practicable after the Closing Date, the
Acquired Trust shall file an application pursuant to Section 8(f) of
the Investment Company Act of 1940, as amended (the "1940 Act"), for
an order declaring that it has ceased to be an investment company
and, upon receipt of such order, shall make all filings and take all
other steps as shall be necessary and proper to effect its complete
termination under Massachusetts law. After the Closing Date, the
Acquired Fund shall not conduct any business except in connection
with its liquidation, deregistration (if applicable), and
termination.
2. VALUATION.
2.1. For the purpose of paragraph 1, the value of the Acquired Fund's
assets to be acquired by the Acquiring Fund hereunder shall be the
value of such assets computed as of the close of regular trading 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
organizational documents of the Acquiring Fund and the then current
prospectus or prospectuses or statement or statements of additional
information of the Acquiring Fund (collectively, as amended or
supplemented from time to time, the "Acquiring Fund Prospectus") for
determining net asset value, [after deduction for the expenses of
the reorganization contemplated hereby to be paid by the Acquired
Fund pursuant to paragraph 9.2, and shall be certified by the
Acquired Fund.]
2.2. For the purpose of paragraph 2.1, the net asset value of an
Acquisition Share of each class shall be the net asset value per
share computed as of the close of regular trading on the New York
Stock Exchange on the Valuation Date, using the valuation procedures
set forth in the organizational documents of the Acquiring Fund and
the Acquiring Fund Prospectus.
3. CLOSING AND CLOSING DATE.
3.1. The Closing Date shall be on ______________, 2005, or on such other
date as the parties may agree. The Closing shall be held at
____________ p.m. at Columbia's offices, 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 the Acquired Fund shall be made
available by the Acquired Fund to the custodian for the 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 the Acquired Fund's cash shall be
delivered by the Acquired Fund to the Custodian for the account of
the Acquiring Fund, such portfolio securities to be duly endorsed in
proper form for transfer in
-2-
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 the 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, Rule 17f-5 or Rule 17f-7,
as the case may be, under the 1940 Act and accompanied by all
necessary federal and state stock transfer 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 "[Name of Custodian], custodian for [Name of
Acquiring 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 the Acquired Fund or the Acquiring
Fund is 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 the Acquired Fund or the Acquiring Fund upon
the giving of written notice to the other party.
3.4. At the Closing, the Acquired Fund or its transfer agent shall
deliver to the 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 each class of the Acquired Fund owned by
each Acquired Fund shareholder, all as of the close of business on
the Valuation Date, certified by any Vice President, Secretary or
Assistant Secretary of the Acquired Fund. The Trust will provide to
the Acquired Fund evidence satisfactory to the Acquired Fund that
the Acquisition Shares issuable pursuant to paragraph 1.1 have been
credited to the Acquired Fund's account on the books of the
Acquiring Fund. On the Liquidation Date, the Acquiring Fund will
provide to the Acquired Fund evidence satisfactory to the Acquired
Fund that such Acquisition 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, instruments 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. The Acquired Fund represents and warrants the following 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) The Acquired Fund is a series of the Acquired Trust that is
duly organized, validly existing and in good standing under
the laws of The Commonwealth of Massachusetts;
(b) The Acquired Trust is a duly registered investment company
classified as a management company of the open-end 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 the Acquired Fund is a separate series thereof
duly designated in accordance with the applicable provisions
of the Declaration of Trust of the Acquired Trust and the 1940
Act;
(c) The Acquired Fund is not in violation in any material respect
of any provision of its organizational documents or of any
agreement, indenture, instrument, contract, lease or other
undertaking to which the Acquired Fund is a party or by which
the Acquired Fund is bound, and the execution, delivery and
performance of this Agreement will not result in any such
violation;
-3-
(d) The Acquired Fund 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 the Acquired Fund or under which (whether or not
terminated) any material payments for periods subsequent to
the Closing Date will be due from the Acquired Fund;
(e) To the knowledge of the Acquired Fund, except as has been
disclosed in writing to the Acquiring Fund, no litigation or
administrative proceeding or investigation of or before any
court or governmental body is presently pending or threatened
as to the Acquired Fund, any of its properties or assets, or
any person whom the Acquired Fund may be obligated to
indemnify in connection with such litigation, proceeding or
investigation, 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 of the Acquired Fund, as of and for
its most recently completed fiscal year, audited by
PricewaterhouseCoopers LLP (and, if applicable, an unaudited
statement of assets and liabilities, statement of operations,
statement of changes in net assets and schedule of investments
for any subsequent semiannual period following the most
recently completed fiscal year), copies of which have been
furnished to the Acquiring Fund, fairly reflect the financial
condition and results of operations of the Acquired Fund as of
such dates and for the periods then ended in accordance with
generally accepted accounting principles consistently applied,
and the Acquired Fund has no known liabilities of a material
amount, contingent or otherwise, other than those shown on the
statements of assets referred to above or those incurred in
the ordinary course of its business since the date of the
Acquired Fund's most recently completed fiscal year;
(g) Since the date of the Acquired Fund's most recently completed
fiscal year, there has not been any material adverse change in
the Acquired Fund's financial condition, assets, liabilities
or business (other than changes occurring in the ordinary
course of business), or any incurrence by the Acquired Fund of
indebtedness, except as disclosed in writing to the 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) As of the Closing Date, all federal and other tax returns and
reports of the 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
such returns and reports or on any assessment received shall
have been paid, or provisions shall have been made for the
payment thereof. All of the Acquired Fund's tax liabilities
will have been adequately provided for on its books. To the
best of the Acquired Fund's knowledge, it will not have had
any tax deficiency or liability asserted against it or
question with respect thereto raised, and it will not be under
audit by the Internal Revenue Service or by any state or local
tax authority for taxes in excess of those already paid;
(i) The Acquired Fund meets the requirements of subchapter M of
the Code for treatment as a "regulated investment company"
within the meaning of Section 851 of the Code, and will
continue meeting such requirements at all times through the
Closing Date. The Acquired Fund has not at any time since its
inception been liable for nor is now liable for any material
income or excise tax pursuant to Section 852 or 4982 of the
Code. The Acquired Fund has duly filed all federal, state,
local and foreign tax returns which are required to have been
filed, and all taxes of the Acquired Fund which are due and
payable have been paid except for amounts that alone or in the
aggregate would not reasonably be
-4-
expected to have a material adverse effect. The 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) Exhibit A attached hereto sets forth the authorized capital of
the Acquired Fund. All issued and outstanding shares of the
Acquired Fund are, and at the Closing Date will be, duly and
validly issued and outstanding, fully paid and non-assessable
(except as set forth in the Acquired Fund's then current
prospectus or prospectuses or statement or statements of
additional information (collectively, as amended or
supplemented from time to time, the "Acquired Fund
Prospectus")) by the Acquired Fund and will have been issued
in compliance with all applicable registration or
qualification requirements of federal and state securities
laws. Except as set forth on Exhibit A attached hereto, no
options, warrants or other rights to subscribe for or
purchase, or securities convertible into, any shares of common
stock of the Acquired Fund are outstanding and none will be
outstanding on the Closing Date;
(k) 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 the Acquired Fund Prospectus, except
as previously disclosed in writing to the Acquiring Fund;
(l) The execution, delivery and performance of this Agreement has
been duly authorized by the Trustees of the Acquired Fund,
and, upon approval thereof by the required majority of the
shareholders of the Acquired Fund, this Agreement will
constitute the valid and binding obligation of the 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;
(m) The Acquisition Shares to be issued to the 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;
(n) The information provided by the Acquired Fund for use in the
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 as
applicable thereto;
(o) No consent, approval, authorization or order of any court or
governmental authority is required for the consummation by the
Acquired Fund of the transactions contemplated by this
Agreement, except such as may be required under the Securities
Act of 1933, as amended (the "1933 Act"), the Securities
Exchange Act of 1934, as amended (the "1934 Act"), the 1940
Act and state securities or "Blue Sky" laws (which terms used
herein shall include the laws of the District of Columbia and
of Puerto Rico);
(p) At the Closing Date, the Acquired Fund will have good and
marketable title to its assets to be transferred to the
Acquiring Fund pursuant to paragraph 1.1 and will have full
right, power and authority to sell, assign, transfer and
deliver the Investments (as defined below) and any other
assets and liabilities of the Acquired Fund to be transferred
to the Acquiring Fund pursuant to this Agreement. At the
Closing Date, subject only to the delivery of the Investments
and any such other assets and liabilities and payment therefor
as contemplated by this Agreement, the Acquiring Fund will
acquire good and marketable title thereto and will acquire the
Investments and any such other assets and liabilities subject
to no encumbrances, liens or security interests whatsoever and
without any restrictions upon the transfer thereof, except as
previously disclosed to the Acquiring
-5-
Fund. As used in this Agreement, the term "Investments" shall
mean the Acquired Fund's investments shown on the schedule of
its investments as of the date of its most recently completed
fiscal year, referred to in subparagraph 4.1(f) hereof, as
supplemented with such changes in the portfolio as the
Acquired Fund shall make, and changes resulting from stock
dividends, stock split-ups, mergers and similar corporate
actions through the Closing Date;
(q) [For Acquiring Funds that are "diversified" under Section
5(b)(i) of the 1940 Act only] [At the Closing Date, the
Acquired Fund will have sold such of its assets, if any, as
are necessary to assure that, after giving effect to the
acquisition of the assets of the Acquired Fund pursuant to
this Agreement, the Acquiring Fund will remain a "diversified
company" within the meaning of Section 5(b)(1) of the 1940 Act
and in compliance with such other mandatory investment
restrictions as are set forth in the Acquiring Fund
Prospectus, as amended through the Closing Date;] and
(r) No registration of any of the Investments would be required if
they were, as of the time of such transfer, the subject of a
public distribution by either of the Acquiring Fund or the
Acquired Fund, except as previously disclosed by the Acquired
Fund to the Acquiring Fund.
4.2. The Acquiring Fund represents and warrants the following 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) The Acquiring Fund is a series of the Acquiring Trust that is
duly organized, validly existing and in good standing under
the laws of The Commonwealth of Massachusetts;
(b) The Acquiring Trust is a duly registered investment company
classified as a management company of the open-end 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 the Acquiring Fund is a separate series
thereof duly designated in accordance with the applicable
provisions of the Declaration of Trust of the Acquiring Trust
and the 1940 Act;
(c) At the Closing Date, the Acquiring Fund Prospectus will
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 will 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 will be no material contracts to which the Acquiring
Fund is a party that are not referred to in such Prospectus or
in the registration statement of which it is a part;
(d) At the Closing Date, the Acquiring Fund will have good and
marketable title to its assets;
(e) The Acquiring Fund is not in violation in any material respect
of any provisions of its organizational documents or of any
agreement, indenture, instrument, contract, lease or other
undertaking to which the Acquiring Fund is a party or by which
the Acquiring Fund is bound, and the execution, delivery and
performance of this Agreement will not result in any such
violation;
(f) To the knowledge of such counsel, except as has been disclosed
in writing to the Acquired Fund, no litigation or
administrative proceeding or investigation of or before any
court or governmental body is presently pending or threatened
as to the Acquiring Fund, any of its properties or assets, or
any person whom the Acquiring Fund may be obligated to
indemnify in connection with such litigation, proceeding or
investigation, and the Acquiring Fund is not a party to or
subject to the provisions of any order, decree
-6-
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) Reserved;
(h) Reserved;
(i) As of the Closing Date, the Acquiring Fund shall have not been
required by law to have filed any federal or other tax returns
or reports. All of the Acquiring Fund's tax liabilities, if
any, will have been adequately provided for on its books. To
the best of the Acquiring Fund's knowledge, it will not have
not have had any tax deficiency or liability asserted against
it or question with respect thereto raised, and it will not be
under audit by the Internal Revenue Service or by any state or
local tax authority for taxes in excess of those already paid;
(j) The Acquiring Fund was established by the Trustees of the
Acquiring Trust in order to effect the transactions described
in this Agreement. It has not yet filed its first federal
income tax return and, thus, has not yet elected to be treated
as a "regulated investment company" for federal income tax
purposes. However, upon filing its first income tax return at
the completion of its first taxable year, the Acquiring Fund
will elect to be a "regulated investment company" and until
such time will take all steps necessary to ensure that it
qualifies for taxation as a "regulated investment company"
under Sections 851 and 852 of the Code.
(k) The Acquiring Fund has no shares of beneficial interest issued
and outstanding;
(l) Reserved;
(m) The execution, delivery and performance of this Agreement have
been duly authorized by all necessary action on the part of
the Acquiring Fund, and this Agreement constitutes the valid
and binding obligation of the 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 Acquisition Shares to be issued and delivered to the
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 in the
Acquiring Fund, and will be fully paid and non-assessable
(except as set forth in the Acquiring Fund Prospectus) by the
Acquiring Fund, and no shareholder of the Acquiring Fund will
have any preemptive right of subscription or purchase in
respect thereof;
(o) The information to be furnished by the Acquiring Fund for use
in the 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; and
(p) No consent, approval, authorization or order of any court or
governmental authority is required for the consummation by the
Acquiring Fund of the transactions contemplated by this
Agreement, except such as may be required under the 1933 Act,
the 1934 Act, the 1940 Act and state securities or "Blue Sky"
laws (which term as used herein shall include the laws of the
District of Columbia and of Puerto Rico).
5. COVENANTS OF THE ACQUIRED FUND AND THE ACQUIRING FUND.
-7-
The Acquired Fund and the Acquiring Fund each hereby covenants and agrees
with the other as follows:
5.1. Each of the Acquiring Fund and the 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. The Acquired Fund will call a meeting of its shareholders to be held
prior to the Closing Date to elect the Board of Trustees of the
Acquired Fund 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, the Acquired Fund will prepare a Proxy
Statement for such meeting, to be distributed to the Acquired Fund
shareholders pursuant hereto, all in compliance with the applicable
requirements of the 1934 Act and the 1940 Act.
5.4. The information to be furnished by the Acquired Fund and the
Acquiring Fund for use in the Proxy Statement, 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. The Acquiring Fund will advise the Acquired Fund promptly if at any
time prior to the Closing Date the assets of the Acquired Fund
include any securities which the Acquiring Fund is not permitted to
acquire.
5.6. Subject to the provisions of this Agreement, the Acquired Fund and
the 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. The 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 securities or "Blue Sky" laws as it may deem
appropriate in order to continue its operations after the Closing
Date.
6. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND.
The obligations of the Acquired Fund to consummate the transactions
provided for herein shall be subject, at its election, to the performance by the
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. The Acquiring Fund shall have delivered to the Acquired Fund, a
certificate executed in its name by its President or a Vice
President and its Treasurer or an Assistant Treasurer, in form and
substance satisfactory to the Acquired Fund and dated as of the
Closing Date, to the effect that the representations and warranties
of the 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 the Acquiring
Fund has complied 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.
6.2. The Acquired Fund shall have received a favorable opinion of Ropes &
Gray LLP dated the Closing Date and, in a form satisfactory to the
Acquiring Fund, to the following effect:
(a) The Acquiring Trust is duly organized and validly existing
under the laws of The Commonwealth of Massachusetts and has
power to own all of its properties and assets and to carry on
its business as presently conducted;
-8-
(b) This Agreement has been duly authorized, executed and
delivered on behalf of the Acquiring Fund and, assuming the
Proxy Statement referred to in paragraph 5.3 complies with
applicable federal securities laws and assuming the due
authorization, execution and delivery of this Agreement by the
Acquired Fund is the valid and binding obligation of the
Acquiring Fund enforceable against the Acquiring Fund 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;
(c) The Acquiring Fund has the power to assume the liabilities to
be assumed by it hereunder and upon consummation of the
transactions contemplated hereby the Acquiring Fund will have
duly assumed such liabilities;
(d) The Acquisition Shares to be issued for transfer to the
Acquired Fund shareholders as provided by this Agreement are
duly authorized and upon such transfer and delivery will be
validly issued and outstanding and fully paid and
nonassessable shares in the Acquiring Fund, and no shareholder
of the Acquiring Fund has any preemptive right of subscription
or purchase in respect thereof;
(e) The execution and delivery of this Agreement did not, and the
performance by the Acquiring Fund of its obligations hereunder
will not, violate the Acquiring Fund's organizational
documents, or any provision of any agreement known to such
counsel to which the Acquiring Fund is a party or by which it
is bound or, to the knowledge of such counsel, result in the
acceleration of any obligation or the imposition of any
penalty under any agreement, judgment, or decree to which the
Acquiring Fund is a party or by which it is bound;
(f) To the knowledge of such counsel, no consent, approval,
authorization or order of any court or governmental authority
is required for the consummation by the Acquiring Fund of the
transactions contemplated by this Agreement except such as may
be required under state securities or "Blue Sky" laws or such
as have been obtained;
(g) Such counsel does not know of any legal or governmental
proceedings relating to the Acquiring Fund existing on or
before the date of mailing of the Proxy Statement referred to
in paragraph 5.3 or the Closing Date required to be described
in the Proxy Statement which are not described as required;
(h) The Acquiring Trust is registered with the Securities and
Exchange Commission as an investment company under the 1940
Act; and
(i) To the knowledge of such counsel, except as has been disclosed
in writing to the Acquired Fund, no litigation or
administrative proceeding or investigation of or before any
court or governmental body is presently pending or threatened
as to the Acquiring Fund or any of its properties or assets or
any person whom the Acquired Fund may be obligated to
indemnify in connection with such litigation, proceeding or
investigation, and the Acquiring Fund 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
transaction contemplated hereby.
7. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND.
The obligations of the Acquiring Fund to complete the transactions
provided for herein shall be subject, at its election, to the performance by the
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:
-9-
7.1. The Acquired Fund shall have delivered to the Acquiring Fund a
certificate executed in its name by its President or a Vice
President and its Treasurer or an Assistant Treasurer, in form and
substance satisfactory to the Acquiring Fund and dated as of the
Closing Date, to the effect that the representations and warranties
of the 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 the Acquired
Fund have complied 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;
7.2. The Acquiring Fund shall have received a favorable opinion of Ropes
& Gray LLP, dated the Closing Date and in a form satisfactory to the
Acquiring Fund, to the following effect:
(a) The Acquired Trust is duly organized and validly existing
under the laws of The Commonwealth of Massachusetts and has
power to own all of its properties and assets and to carry on
its business as presently conducted;
(b) This Agreement has been duly authorized, executed and
delivered on behalf of the Acquired Fund and, assuming the
Proxy Statement referred to in paragraph 5.3 comply with
applicable federal securities laws and, assuming the due
authorization, execution and delivery of this Agreement by the
Acquiring Fund, is the valid and binding obligation of the
Acquired Fund enforceable against the Acquired Fund 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;
(c) The Acquired Fund has the power to sell, assign, transfer and
deliver the assets to be transferred by it hereunder, and,
upon consummation of the transactions contemplated hereby, the
Acquired Fund will have duly transferred such assets to the
Acquiring Fund;
(d) The execution and delivery of this Agreement did not, and the
performance by the Acquired Fund of its respective obligations
hereunder will not, violate the Acquired Fund's organizational
documents or any provision of any agreement known to such
counsel to which the Acquired Fund is a party or by which it
is bound or, to the knowledge of such counsel, result in the
acceleration of any obligation or the imposition of any
penalty under any agreement, judgment, or decree to which the
Acquired Fund is a party or by which it is bound;
(e) To the knowledge of such counsel, no consent, approval,
authorization or order of any court or governmental authority
is required for the consummation by the Acquired Fund of the
transactions contemplated by this Agreement, except such as
have been obtained;
(f) Such counsel does not know of any legal or governmental
proceedings relating to the Acquired Fund existing on or
before the date of mailing of the Proxy Statement referred to
in paragraph 5.3 or the Closing Date required to be described
in the Registration Statement which are not described as
required;
(g) The Acquired Trust is registered with the Securities and
Exchange Commission as an investment company under the 1940
Act; and
(h) To the knowledge of such counsel, except as has been disclosed
in writing to the Acquiring Fund, no litigation or
administrative proceeding or investigation of or before any
court or governmental body is presently pending or threatened
as to the Acquired Fund or any of its properties or assets or
any person whom the Acquiring Fund may be obligated to
indemnify in connection with such litigation, proceeding or
investigation, and the Acquired Fund is not a party to or
subject to the provisions of any order, decree
-10-
or judgment of any court or governmental body, which
materially and adversely affects its business or its ability
to consummate the transaction contemplated thereby.
7.3. Reserved.
7.4. The Acquired Fund shall have furnished to the Acquiring Fund a
certificate, signed by the President (or any Vice President) and the
Treasurer of the Acquired Fund, as to the adjusted tax basis in the
hands of the Acquired Fund of the securities delivered to the
Acquiring Fund pursuant to this Agreement.
7.5. The custodian of the Acquired Fund shall have delivered to the
Acquiring Fund a certificate identifying all of the assets of the
Acquired Fund held by such custodian as of the Valuation Date.
8. FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF EACH OF THE ACQUIRING FUND
AND THE ACQUIRED FUND.
The respective obligations of the Acquired Fund and the Acquiring Fund
hereunder are each subject to the further conditions that on or before the
Closing Date:
8.1. Shareholders of the Acquired Fund shall have elected the nominees
for Trustees of the Acquired Fund, set forth in the Proxy Statement.
8.2. On the Closing Date no action, suit or other proceeding 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 the
Acquired Fund or the Acquiring Fund 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 the Acquired Fund or the
Acquiring Fund.
8.4. Reserved.
8.5. The Acquired Fund shall have received a favorable opinion of Ropes &
Gray LLP satisfactory to the Acquired Fund, and the Acquiring Fund
shall have received a favorable opinion of Ropes & Gray LLP
satisfactory to the Acquiring Fund, each substantially to the effect
that, for federal income tax purposes:
(a) The transactions contemplated by this Agreement will
constitute a reorganization within the meaning of Section
368(a) of the Code, and the Acquired Fund and the Acquiring
Fund will each be "a party to a reorganization" within the
meaning of Section 368(b) of the Code;
(b) No gain or loss will be recognized by the Acquired Fund (i)
upon the transfer of its assets to the Acquiring Fund in
exchange for the Acquisition Shares and the assumption by the
Acquiring Fund of the liabilities of the Acquired Fund or (ii)
upon the distribution of the
-11-
Acquisition Shares by the Acquired Fund to its shareholders in
liquidation, as contemplated in paragraph 1 hereof;
(c) No gain or loss will be recognized by the Acquiring Fund upon
receipt of the assets of the Acquired Fund in exchange for the
assumption of liabilities and obligations and issuance of the
Acquisition Shares as contemplated in paragraph 1 hereof;
(d) The tax basis of the assets of the Acquired Fund acquired by
the Acquiring Fund will be the same as the tax basis of such
assets in the hands of the Acquired Fund immediately prior to
the transfer, and the holding period of the assets of the
Acquired Fund in the hands of the Acquiring Fund will include
the period during which those assets were held by the Acquired
Fund;
(e) The holding periods of the assets of the Acquired Fund in the
hands of the Acquiring Fund will include the periods during
which such assets were held by the Acquired Fund;
(f) No gain or loss will be recognized by the Acquired Fund
shareholders upon the exchange of all of their Acquired Fund
shares for the Acquisition Shares;
(g) The aggregate tax basis of the Acquisition Shares to be
received by each shareholder of the Acquired Fund will be the
same as the aggregate tax basis of the Acquired Fund shares
exchanged therefor;
(h) An Acquired Fund shareholder's holding period for the
Acquisition Shares to be received will include the period
during which the Acquired Fund shares exchanged therefor were
held, provided that the shareholder held the Acquired Fund
shares as a capital asset on the date of the exchange; and
(i) The Acquiring Fund will succeed to and take into account the
items of the Acquired Fund described in Section 381(c) of the
Code, subject to the conditions and limitations specified in
Sections 381, 382, 383 and 384 of the Code and the regulations
thereunder.
The opinion will be based on certain factual certifications made by
officers of the Acquired Fund and the Acquiring Fund and will also
be based on customary assumptions. The opinion is not a guarantee
that the tax consequences of the relevant Acquisition will be as
described above.
Ropes & Gray LLP will express no view with respect to the effect of
the Acquisition on any transferred asset as to which any unrealized
gain or loss is required to be recognized at the end of a taxable
year (or on the termination or transfer thereof) under federal
income tax principles.
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 each of the
Acquired Fund and the Acquiring Fund, if, in their judgment, such
waiver will not have a material adverse effect on the interests of
the shareholders of the Acquired Fund or the Acquiring Fund.
9. BROKERAGE FEES AND EXPENSES.
9.1. The Acquired Fund and the 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. All fees paid to governmental authorities for the registration or
qualification of the Acquisition Shares and all transfer agency
costs related to the Acquisition Shares shall be allocated to the
Acquiring Fund. All other fees and expenses including without
limitation, fees and expenses related to printing, mailing,
solicitation of proxies and tabulation of votes of Acquired Fund
shareholders shall be allocated to the Acquired Fund.
-12-
Accounting, legal and custodial expenses contemplated by this
Agreement shall be allocated to Columbia.
10. ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES.
10.1. The Acquired Fund and the 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 in
connection herewith shall not survive the consummation of the
transactions contemplated hereunder except paragraphs 1.1, 1.3, 1.5,
5.4, 9, 10, 13 and 14.
11. TERMINATION.
11.1. This Agreement may be terminated by the mutual agreement of the
Acquired Fund and the Acquiring Fund. In addition, either the
Acquired Fund or the Acquiring Fund 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;
(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; or
(c) Any governmental authority of competent jurisdiction shall
have issued any judgment, injunction, order, ruling or decree
or taken any other action restraining, enjoining or otherwise
prohibiting this Agreement or the consummation of any of the
transactions contemplated herein and such judgment,
injunction, order, ruling, decree or other action becomes
final and non-appealable; provided that the party seeking to
terminate this Agreement pursuant to this Section 11.1(c)
shall have used its reasonable best efforts to have such
judgment, injunction, order, ruling, decree or other action
lifted, vacated or denied.
If the transactions contemplated by this Agreement have not
been substantially completed by December 31, 2007, this
Agreement shall automatically terminate on that date unless a
later date is agreed to by both the Acquired Fund and the
Acquiring Fund.
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 the
Acquired Fund and the Acquiring Fund; provided, however, that following the
shareholders' meeting called by the Acquired Fund pursuant to paragraph 5.2 no
such amendment may have the effect of changing the provisions for determining
the number of the Acquisition Shares to be issued to shareholders of the
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
-13-
in writing and shall be given by prepaid telegraph, telecopy or certified mail
addressed to the Acquired Fund or the Acquiring Fund, One Financial Center,
Boston, Massachusetts 02111, Attention: Secretary.
14. HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; NON- RECOURSE.
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 the Acquiring Trust and the
Acquired Trust is on file with the Secretary of The Commonwealth of
Massachusetts, and notice is hereby given that no trustee, officer,
agent or employee of such fund shall have any personal liability
under this Agreement, and that this Agreement is binding only upon
the assets and properties of the such trust.
[THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK.]
-14-
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement
to be executed as a sealed instrument by its President, a Vice President or
Treasurer and its corporate seal to be affixed thereto and attested by its
Secretary or Assistant Secretary.
[Name of Acquired Fund]
By: ____________________________________
Name: __________________________________
Title: _________________________________
[Name of Acquiring Fund]
By: ____________________________________
Name: __________________________________
Title: _________________________________
Solely for purposes of Paragraph 9.2 of the Agreement
COLUMBIA MANAGEMENT ADVISORS, INC.
By: ____________________________________
Name: __________________________________
Title: _________________________________
EXHIBIT A
ACQUIRED FUND AUTHORIZED CAPITAL
- ------------------------------- -------------------------------
_______________________________ _______________________________
_______________________________ _______________________________
* Converts to Class A shares after the expiration of a period of time.
A-1
COLUMBIA MANAGEMENT. FORM OF PROXY
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD SEPTEMBER 16, 2005
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. The undersigned
hereby appoints Christopher L. Wilson, J. Kevin Connaughton, Michael G. Clarke,
Vincent P. Pietropaolo and Michelle H. Rhee, and each of them, with full power
of substitution to each, to vote all shares at the Special Meeting of
Shareholders to be held at One Financial Center, Boston, Massachusetts, on
September 9, 2005 at 2:00 p.m. Boston Time and at any and all adjournments, as
specified herein and in accordance with their best judgment, on any other
business that may properly come before the meeting.
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.
VOTE VIA THE INTERNET: HHTPS://VOTE.PROXY-DIRECT.COM
VOTE VIA THE TELEPHONE: 1-866-241-6192
NOTE: Please sign exactly as name or names appear
hereon. Joint owners should each sign personally.
When signing as attorney, executor, administrator ,
trustee pr guardian, please give full time as such.
If a corporation, please sign in corporate name by
President or other authorized officer. If a
partnership, pleaes sign in partnership name by
authorized person.
___________________________________
Shareholder sign here
___________________________________
Co-owner sign here
___________________________________
Date ORE_15350
FUNDS FUNDS FUNDS
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Fundnames Drop In Fundnames Drop In Fundnames Drop In
PLEASE MARK BOXES BELOW IN BLUE OR BLACK INK AS FOLLOWS. EXAMPLE:[ ]
[ ] To Vote FOR All Funds on ALL Proposals mark this box. No other vote is
necessary.
1. TO ELECT TRUSTEES:
FOR ALL WITHHOLD FOR ALL
AUTHORITY EXCEPT
FOR ALL
01. Janet Langford Kelly 02. Ann-Lee Verville 03. Douglas A. Hacker
04. Richard W. Lowry 05. William E. Mayer 06. Charles R. Nelson [ ] [ ] [ ]
07. John J. Neuhauser 08. Patrick J. Simpson 09. Thomas E. Stitzel
10. Thomas C. Theobald 11. Richard L. Woolworth
To withhold authority to vote for one or more of the nominees, write the
corresponding number(s) of the nominee(s) on the line below.
2.a. TO APPROVE AN AMENDMENT TO CERTAIN FUNDS' FUNDAMENTAL INVESTMENT
RESTRICTIONS WITH RESPECT TO BORROWING MONEY, PLEDGING ASSETS AND ISSUING SENIOR
SECURITIES.
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ]
Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ]
Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ]
2.b. TO APPROVE AN AMENDMENT TO CERTAIN FUNDS' FUNDAMENTAL INVESTMENT
RESTRICTIONS WITH RESPECT TO MAKING LOANS
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ]
Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ]
Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ]
2.c. TO APPROVE AN AMENDMENT TO CERTAIN FUNDS' FUNDAMENTAL INVESTMENT
RESTRICTIONS WITH RESPECT TO DIVERSIFICATION OF INVESTMENTS
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ]
Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ]
Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ]
2.d. TO APPROVE AN AMENDMENT TO CERTAIN FUNDS' FUNDAMENTAL INVESTMENT
RESTRICTIONS WITH RESPECT TO INVESTMENTS IN COMMODITIES
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ]
Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ]
Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ]
2.e. TO APPROVE AN AMENDMENT TO CERTAIN FUNDS' FUNDAMENTAL INVESTMENT
RESTRICTIONS WITH RESPECT TO INVESTMENTS IN REAL ESTATE
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ]
Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ]
Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ]
2.f. TO APPROVE AN AMENDMENT TO CERTAIN FUNDS' FUNDAMENTAL INVESTMENT
RESTRICTIONS WITH RESPECT TO UNDERWRITING OF SECURITIES
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ]
Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ]
Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ]
2.g. TO APPROVE THE ELIMINATION OF CERTAIN FUNDS' FUNDAMENTAL INVESTMENT
RESTRICTIONS WITH RESPECT TO PURCHASING SECURITIES ON MARGIN
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ]
Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ]
Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ]
2.h. TO APPROVE THE ELIMINATION OF CERTAIN FUNDS' FUNDAMENTAL INVESTMENT
RESTRICTIONS WITH RESPECT TO INVESTING FOR THE PURPOSE OF EXERCISING CONTROL
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ]
Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ]
Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ]
2.i. TO APPROVE THE ELIMINATION OF CERTAIN FUNDS' FUNDAMENTAL INVESTMENT
RESTRICTIONS WITH RESPECT TO SHORT SALES
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ]
Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ]
Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ]
2.j. TO APPROVE AN AMENDMENT TO CERTAIN FUNDS' FUNDAMENTAL INVESTMENT
RESTRICTIONS WITH RESPECT TO CONCENTRATING INVESTMENTS IN AN INDUSTRY
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ]
Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ]
Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ]
2.k. TO APPROVE THE ELIMINATION OF CERTAIN FUNDS' FUNDAMENTAL INVESTMENT
RESTRICTIONS WITH RESPECT TO PURCHASING ILLIQUID SECURITIES
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ]
Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ]
Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ]
2.l. TO APPROVE THE ELIMINATION OF CERTAIN FUNDS' FUNDAMENTAL INVESTMENT
RESTRICTIONS WITH RESPECT TO INVESTING IN SECURITIES OF OTHER INVESTMENT
COMPANIES
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
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2.m. TO APPROVE THE ELIMINATION OF CERTAIN FUNDS' FUNDAMENTAL INVESTMENT
RESTRICTIONS WITH RESPECT TO BUYING AND SELLING PUTS AND CALLS
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ]
Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ]
ORE_15350