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:
/ / Preliminary Proxy Statement
/ / Confidential, for use of the Commission Only (as permitted by Rule
14a-6(e) (2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12

CMC FUND TRUST
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(Name of Registrant as Specified in its Charter)

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(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 0-11
1) Title of each class of securities to which transaction applies:

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2) Aggregate number of securities to which transaction applies:

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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):

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4) Proposed maximum aggregate value of transaction:

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5) Total fee paid:

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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:

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2) Form, Schedule or Registration Statement No.:

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3) Filing Party:

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4) Date Filed:

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Dear CMC Fund Trust Shareholder,

The Board of Trustees of CMC Fund Trust (the "Trust") is asking that you
consider and vote on a number of proposals affecting your Funds. Each proposal
is designed to benefit the Funds, but as a shareholder, it is important that you
consider them carefully and vote your support.

There are three proposals under consideration for the Trust:

o Elect five Trustees to the Trust's Board of Trustees
o Update and amend a number of the investment restrictions for each Fund, and
o Ratify the selection of PricewaterhouseCoopers LLP as the independent
accountant.

The Board of Trustees is unanimously recommending that
shareholders approve the proposals under consideration, which are explained in
detail in the attached proxy statement. For your convenience, we have prepared a
Q&A that precedes the proxy statement, which is designed to respond to your
questions and provide an overview of the proposals and their impact to the
Funds. Please be sure to read these materials carefully before you vote.

You may vote your ballot in two ways:

o By mail using the postage paid envelope

o By fax at (503) 973-6663.

If you have any questions about the proposals, please call your Columbia
representative at 1-800-547-1037. Remember, the Board recommends that you vote
IN FAVOR of the proposals.

As always, we appreciate the opportunity to serve your investment needs.

Sincerely,

/s/ JEFF B. CURTIS
- -----------------------
Jeff B. Curtis
President

-- Please be sure to vote no later than January 20, 2003 --

SHAREHOLDER Q & A

VOTING THE PROPOSALS UNDER THE CMC FUND TRUST PROXY SOLICITATION

What proposals am I being asked to vote on?
The Board of Trustees of each of the Funds of CMC Fund Trust is recommending
that shareholders consider and approve three proposals for each of the Funds:

o Elect Trustees to the Board
o Amend the investment restrictions
o Ratify the selection of PricewaterhouseCoopers LLP as the independent
accountant.

Why Should I elect Trustees to the Board?
The Board of Trustees has added a trustee position and has nominated Mr. Charles
R. Nelson to fill that position. In April 2000, Mr. Patrick Simpson was elected
by the Board of Trustees to fill a vacancy. The Investment Company Act of 1940
("40 Act") generally requires that shareholders elect a majority of trustees. In
addition, new trustees cannot be elected by the Board to fill vacancies unless,
following that election, two thirds of the trustees have been elected by
shareholders. To assure compliance with the two-thirds requirement of the 40
Act, shareholders are being asked to approve the current trustees and the new
nominee.

What are investment restrictions?

Investment restrictions govern specific details about what a mutual fund can and
cannot invest in as part of accomplishing its investment objective.

Why does the Board recommend amending the investment restrictions?
For some CMC funds, the investment restrictions have not been updated recently.
With ongoing changes in the securities laws and investment environment, many of
the investment restrictions have become outdated, thus hindering the ability of
the Funds to compete against similar funds with more current investment
restrictions.

What is the expected outcome if the investment restrictions are amended?
By approving amendments to the investment restrictions, shareholders would
provide fund managers with greater flexibility to manage investments for the
best returns, consistent with each Fund's investment objectives. Also,
shareholder approval would give the Board of Trustees the ability to approve
future changes in certain of the investment restrictions without conducting
another proxy solicitation. This would save the Funds money and also improve the
Funds' ability to respond quickly to changes in the industry or the marketplace.

Will amendment of the restrictions result in a change in investment objectives?
As always, the Board will not, and cannot, change the investment objectives
without shareholder approval. Each Fund will continue to be managed according to
its current investment objective.

Why should I vote on these proposals?
As part owner of the Funds, it is important that you are represented in the
process of electing new Board members, since the Board members are elected to
represent the shareholders' best interests. It is also important that you have
an opportunity to vote on proposed changes to the investment restrictions.
Lastly, it is important that as many shareholders as possible be represented in
the voting process.

Have the Board of Trustees approved these proposals?
Yes, the Board has reviewed the proposals and believes they are in the best
interests of the shareholders. They unanimously recommend that you vote yes for
all proposals before you.

How do I cast my vote?
For your convenience, you may vote your ballot in two ways:
o By mail using the postage paid envelope enclosed
o By fax at (503) 973-6663.

Is there a shareholder meeting scheduled?
Yes, a special shareholder meeting will be held at the offices of Columbia
Management Co., 1300 S.W. Sixth Avenue, 5th Floor, Portland, OR 97201, on
January 27, 2003 at 10:00 a.m., Pacific Time. At this meeting, final votes are
cast and ballots are officially tabulated. Shareholders do not need to attend
the meeting in person, because the proxies named on your ballot will cast your
vote on your behalf. In order for your ballots to be counted at this meeting,
please be sure to vote no later than January 20, 2003.

Whom can I call for more information?
If you have questions, please contact your Columbia representative at
1-800-547-1037.

CMC STRATEGIC EQUITY FUND
CMC SMALL/MID CAP FUND
CMC INTERNATIONAL STOCK FUND
CMC SMALL CAP FUND
CMC SHORT TERM BOND FUND
CMC FIXED INCOME SECURITIES FUND
CMC HIGH YIELD FUND

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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

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To the Shareholders:

Notice is given that CMC Fund Trust (the "Trust") will hold a special
meeting of shareholders (the "Special Meeting") of CMC Strategic Equity Fund,
CMC Small Cap Fund, CMC Small/Mid Cap Fund, CMC International Stock Fund, CMC
Short Term Bond Fund, CMC High Yield Fund, and CMC Fixed Income Securities Fund
(each a "Fund" and together the "Funds") at the offices of Columbia Management
Co., 1300 SW Sixth Avenue, 5th Floor, Portland, Oregon 97201 on January 27, 2003
at 10:00 a.m., Pacific Time, for the following purposes:

1. Election of Trustees. To elect a Board of Trustees of the
Trust.

2. Fundamental Investment Restrictions. To approve changes to
certain fundamental investment restrictions for the Funds.

3. Independent Accountants. To ratify the selection of
PricewaterhouseCoopers LLP as the independent accountants for
the Trust.

4. Other Business. To transact any other business that properly
comes before the Special Meeting or any adjournment or
adjournments thereof.

Shareholders of record at the close of business on November 22, 2002
are entitled to receive notice of and to vote at the Trust's Special Meeting and
any adjournment thereof.

By Order of the Board of Trustees

MARK A. WENTZIEN
Mark A. Wentzien
Secretary

December 12, 2002
Portland, Oregon

YOUR VOTE IS IMPORTANT

TO VOTE YOUR SHARES, PLEASE SIGN, DATE, COMPLETE AND MAIL THE
ENCLOSED PROXY CARD[S] PROMPTLY IN THE ENCLOSED RETURN ENVELOPE. THE BOARD OF
TRUSTEES RECOMMENDS THAT YOU VOTE "FOR" THE NOMINEES AND "FOR" EACH PROPOSAL.

CMC STRATEGIC EQUITY FUND
CMC SMALL/MID CAP FUND
CMC INTERNATIONAL STOCK FUND
CMC SMALL CAP FUND
CMC SHORT TERM BOND FUND
CMC FIXED INCOME SECURITIES FUND
CMC HIGH YIELD FUND

-----------------------------------
PROXY STATEMENT
-----------------------------------

SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON JANUARY 27, 2003

This Joint Proxy Statement and form of proxy enclosed are furnished in
connection with a solicitation of proxies by the Board of Trustees of CMC Fund
Trust (the "Trust") to be voted at the special meeting of shareholders (the
"Special Meeting") of CMC Strategic Equity Fund, CMC Small Cap Fund, CMC
Small/Mid Cap Fund, CMC International Stock Fund, CMC Short Term Bond Fund, CMC
High Yield Fund, and CMC Fixed Income Securities Fund (each a "Fund" and
collectively the "Funds"), to be held on January 9, 2003 at 10:00 a.m., at the
offices of Columbia Management Co., 1300 SW Sixth Avenue, 5th Floor, Portland,
Oregon 97201, for the purposes set forth in the accompanying Notice of Special
Meetings of Shareholders.

The Trust is a registered open-end, management investment company under
the Investment Company Act of 1940 (the "40 Act") and is organized as an Oregon
business trust. The Trust is comprised of the Funds, all of which are the
subject of this Proxy Statement. Each Fund is a separate series of the Trust.

If the enclosed proxy card is properly executed and returned in time to
be voted at the Special Meeting, the proxies named in the proxy cards will vote
the shares represented by the proxy in accordance with the instructions marked
on the proxy cards. Executed proxies that are unmarked will be voted for
approval of the proposals described in this Proxy Statement.

This Proxy Statement and the related Notice of Special Meeting are
expected to be first mailed to shareholders of record on or about December 12,
2002. The principal executive offices of the Trust are located at 1300 SW Sixth
Avenue, Portland, Oregon 97201-5601. Copies of the Funds' most recent Annual and
Semi-Annual Reports are available upon request, without charge, by (i) writing
to the Trust at Columbia Financial Center, P.O. Box 1350, Portland,

Oregon 97207-1350, (ii) calling toll free 1-800-547-1037, or (iii) visiting the
Securities and Exchange Commission's Web site at www.sec.gov.

PROPOSALS APPLICABLE TO EACH FUND

The following table summarizes the proposals applicable to each Fund:

PROPOSAL # PROPOSAL DESCRIPTION APPLICABLE FUND(S) PAGE
- ---------- -------------------- ------------------ ----

1. To elect as trustees the nominees presented All 5
in Proposal 1
2.A. To modify the investment restriction All, except Strategic Equity Fund 12
regarding lending
2.B. To modify and reclassify the investment All, except Strategic Equity Fund 14
restriction regarding investments in
restricted and illiquid securities
2.C. To eliminate the investment restriction All, except Strategic Equity Fund 16
regarding the purchase of securities of
other investment companies
2.D. To modify the Fund's fundamental Small Cap and Small/Mid Cap 16
investment restriction regarding Funds only
buying and selling real estate
2.E. To modify the Fund's fundamental Short Term Bond Fund only 17
investment restriction regarding
borrowing
3. To ratify PricewaterhouseCoopers All 19
LLP as independent accountants

SHARES ENTITLED TO VOTE AND QUORUM

The holders of record of shares (the "Shareholders") of each Fund as of
the close of business on November 22, 2002, the record date for the
determination of Shareholders entitled to notice of and to vote at the Special
Meeting (the "Record Date"), are entitled to one vote for each share held and a
fractional vote for a fractional share. The table below sets forth the number of
shares outstanding for each Fund as of the Record Date.

NUMBER OF SHARES
NAME OF FUND OUTSTANDING

CMC Strategic Equity Fund 20,138,820
CMC Small/Mid Cap Fund 7,873,090
CMC Small Cap Fund 62,660,285
CMC International Stock Fund 2,117,357
CMC Short Term Bond Fund 11,545,327
CMC Fixed Income Securities Fund 2,590,970
CMC High Yield Fund 39,869,527

A quorum for the conduct of business at the Special Meeting requires
the presence, in person or by proxy, of holders of 30 percent of the outstanding
shares of the Trust. If a quorum to transact business or the vote required to
approve any proposal described in this Proxy Statement is not present or
obtained at the Special Meeting, the persons named as proxies may propose one or
more adjournments of the Special Meeting for a total of not more than 120 days
in the aggregate to obtain a quorum or to permit further solicitation of
proxies. Any such adjournment may be approved by the affirmative vote of the
holders of a majority of shares of all Funds (voting together as a single group)
present in person or by proxy at the Special Meeting, even though less than a
quorum. The persons named as proxies will vote the shares represented by the
proxy upon such proposal as determined in their discretion.

If a proxy is properly executed and returned and includes instructions
to withhold authority to vote, represents a broker "non-vote" (that is, a proxy
from a broker or nominee indicating that such person has not received
instructions from the beneficial owner or other person entitled to vote Fund
shares on a particular matter with respect to which the broker or nominee does
not have a discretionary power) or is marked with an abstention (collectively,
"abstentions"), the Fund shares represented thereby will be considered to be
present at the Special Meeting for purposes of determining the existence of a
quorum for the transaction of business. Abstentions will not constitute a vote
cast "for" or "against" any proposal or adjournment to permit further
solicitation of proxies. With respect to Proposals 1 and 3, abstentions will
have no effect. With respect to Proposal 2, abstentions effectively will be a
vote against the proposal because the required vote is a percentage of the
Fund's shares outstanding or present at the Special Meeting.

Shareholders can vote by marking the enclosed proxy card(s) and
returning the card(s) in the postage-paid envelope. Any shareholder who has
given a proxy has the right to revoke the proxy any time prior to its exercise:

o By written notice of the proxy's revocation to Mark A. Wentzien,
Secretary of the Trust, at the above address prior to the Special
Meeting;
o By the subsequent execution and return of another proxy prior to the
Special Meeting; or
o By voting in person at the Special Meeting and giving oral notice of
revocation to the Chairman of the Special Meeting.

A shareholder who attends the Special Meeting, however, is not required
to revoke the proxy and vote in person. Each valid, unrevoked proxy will be
voted at the Special Meeting in accordance with the instructions given in the
proxy. If no instructions are given, shares represented by the proxy will be
voted for the nominees for trustee named in this Proxy Statement and for
Proposals 2 and 3.

PRINCIPAL SHAREHOLDERS AND SHARES HELD BY MANAGEMENT

Attached as Exhibit A is a list of all persons known by the Trust to be
the record or beneficial owners of 5% or more of the outstanding shares of any
Fund in the Trust as of October 31, 2002. Exhibit A also shows the number of
shares of each Fund in the Trust owned

by each trustee and by all trustees and officers of the Trust as a group as of
October 31, 2002.

SOLICITATION OF PROXIES

Columbia Management Co. (the "Adviser"), located at 1300 SW Sixth
Avenue, Portland, Oregon 97201, serves as the investment adviser for each of the
Funds.

In addition to solicitations of proxies by mail, proxies may be
solicited by officers and employees of the Adviser, personally or by telephone
or electronically, without additional compensation. Copies of solicitation
materials will be furnished to fiduciaries, custodians, and brokerage houses for
forwarding to beneficial owners of the shares held in their names. All costs of
printing and mailing proxy materials and the costs and expenses of holding the
Special Meeting will be split equally by the Adviser and the Trust. The Trust's
share of expenses will be prorated among the Funds on the basis of net assets as
of the Record Date.

PROPOSAL NO. 1: TO ELECT TRUSTEES OF THE TRUST

ALL FUNDS

The first proposal to be considered at the Special Meeting is the
election of trustees of the Trust.

Each of the nominees, other than Mr. Charles R. Nelson, is now serving
as a trustee of the Trust. Each of the nominees has agreed to serve if elected.
If a designated nominee declines to serve before the Special Meeting or
otherwise becomes unavailable for election, however, the proxy confers
discretionary power on the persons named therein to vote in favor of a
substitute nominee or nominees. As a condition to election as a trustee, in
accordance with policies adopted by the Trust designed to enhance the
independence and effectiveness of the Trust's trustees ("Board Policies"), each
nominee is required to submit in writing a resignation as a trustee that becomes
effective as of the adjournment of the first regularly scheduled meeting of the
board of trustees following the trustee's 72nd birthday.

Each incumbent trustee currently oversees 23 portfolios in the Columbia
Funds Complex, which is composed of the eight Funds in the Trust (including the
CMC International Bond Fund, which is not yet operational) and 15 Columbia Funds
advised by the Adviser.

The Investment Company Act of 1940 (the "1940 Act") generally provides
that, at all times, a majority of trustees must be elected by shareholders and
that new trustees cannot be appointed to fill vacancies unless, after the
appointments, two-thirds of the trustees have been elected by shareholders. The
Trust's Board of Trustees (the "Board") now has four trustees, three of whom
have been elected by shareholders. One trustee, Mr. Patrick J. Simpson, was
elected by the trustees to fill a vacancy created by the retirement of a trustee
in April 2000. The Board has added one more independent trustee's position and
has nominated Mr. Charles R. Nelson to fill that position. To assure compliance
with the two-thirds requirement of the 1940 Act, shareholders are being asked to
elect all incumbent trustees and the new nominee. If all nominees to serve as
trustees are elected by shareholders, the Board will also have the
flexibility--without the requirement and expense of calling a shareholder
meeting--to fill vacancies created in the future when a trustee resigns, retires
or otherwise ceases service as a trustee, or if the Board desires to add an
additional trustee. Based upon the Board Policies, Mr. Inskeep's last meeting as
a trustee of the Trust will be in April 2003. Unless this proposal is approved,
the Board will be unable to fill the vacancy created by his retirement.

If elected, the trustees will hold office until the next meeting of
shareholders at which trustees are elected and until their successors are
elected and qualified. As permitted under Oregon law, the Trust is not required
to hold, and does not anticipate holding, annual meetings. Thus, the trustees
will be elected for indefinite terms. Any trustee may resign, however, and any
trustee may be removed at any meeting of shareholders called for that purpose by
at least two-thirds of the outstanding shares of the Trust. If a vacancy exists
for any reason, the remaining trustees may fill the vacancy by appointing
another trustee. If, at any time, less than a majority of the trustees holding
office has been elected by shareholders, the trustees then in office will call a
shareholders' meeting within 60 days for the purpose of electing trustees.

The Board met five times during the fiscal year ended October 31, 2002
and each incumbent trustee attended all of these meetings. The Board has no
standing Compensation Committee. The Board established an Audit Committee in
January 2002. The Audit Committee will consider and engage, on an annual basis,
the Trust's independent auditors, review with management and the independent
auditors the financial statements included in the Fund's Annual Report to
Shareholders, and generally oversee the audit process. The Audit Committee is
composed solely of Independent Trustees (currently, Messrs. George, Simpson, and
Woolworth).

In addition, the Trust adopted a nominating policy in January 2002
under which the Independent Trustees of the Trust are responsible for selecting
and nominating candidates for election to serve as trustees. The Independent
Trustees will not consider nominees recommended by shareholders of Funds in the
Trust.

Set forth below are the nominees for election as trustees of the Trust
(the "Nominees"), together with information about them. Other director positions
disclosed include director, general partner or trustee of companies that are
required to file reports with the Securities and Exchange Commission (the
"SEC"), other than registered investment companies.

INTERESTED NOMINEES*
- -------------------
------------------------------ ------------- --------------------- ------------------- ------------------ ------------------
NUMBER OF
PORTFOLIOS IN
PRINCIPAL FUND COMPLEX OTHER
POSITION(S) TERM OF OFFICE OCCUPATION(S) OVERSEEN BY DIRECTORSHIPS
HELD WITH AND LENGTH OF DURING PAST 5 TRUSTEE OR HELD BY
NAME, ADDRESS AND AGE TRUST TIME SERVED** YEARS NOMINEE TRUSTEE***
------------------------------ ------------- --------------------- ------------------- ------------------ ------------------

J. Jerry Inskeep, Jr. Chairman Served for 36 Years Chairman and 23 None
1300 S.W. Sixth Avenue and Trustee President of
Portland, OR 97201 Columbia Funds
(71 years old) and the Trust
------------------------------ ------------- --------------------- ------------------- ------------------ ------------------

DISINTERESTED NOMINEES
- ----------------------
------------------------------ ------------- --------------------- ------------------- ------------------ ------------------
NUMBER OF
PORTFOLIOS IN
PRINCIPAL FUND COMPLEX OTHER
POSITION(S) TERM OF OFFICE OCCUPATION(S) OVERSEEN BY DIRECTORSHIPS
HELD WITH AND LENGTH OF DURING PAST 5 TRUSTEE OR HELD BY
NAME, ADDRESS AND AGE TRUST TIME SERVED** YEARS NOMINEE TRUSTEE***
------------------------------ ------------- --------------------- ------------------- ------------------ ------------------
James C. George Trustee Served for 8 Years Investment 23 None
1001 S.W. 5th Avenue Consultant
Suite 1100
Portland, OR 97204
(70 years old)
------------------------------ ------------- --------------------- ------------------- ------------------ ------------------
Patrick J. Simpson Trustee Served for 2 Years Lawyer, Perkins 23 None
1211 S.W. 5th Avenue Coie LLP
Suite 1500
Portland, OR 97204
(58 years old)
------------------------------ ------------- --------------------- ------------------- ------------------ ------------------

------------------------------ ------------- --------------------- ------------------- ------------------ ------------------
NUMBER OF
PORTFOLIOS IN
PRINCIPAL FUND COMPLEX OTHER
POSITION(S) TERM OF OFFICE OCCUPATION(S) OVERSEEN BY DIRECTORSHIPS
HELD WITH AND LENGTH OF DURING PAST 5 TRUSTEE OR HELD BY
NAME, ADDRESS AND AGE TRUST TIME SERVED** YEARS NOMINEE TRUSTEE***
------------------------------ ------------- --------------------- ------------------- ------------------ ------------------
Richard L. Woolworth Trustee Served for 11 Years Chairman/CEO, The 23 The Regence
100 S.W. Market St. #1500 Regence Group Group, Regence
Portland, OR 97207 BlueCross
(61 years old) BlueShield of
Oregon; NW
Natural, a
natural gas
service provider
------------------------------ ------------- --------------------- ------------------- ------------------ ------------------
Charles R. Nelson None N/A Van Voorhis 23**** None****
Department of Economics Professor,
University of Washington Department of
Seattle, WA 98195 Economics,
(60 years old) University of
Washington;
consultant on
economic and
statistical
matters
------------------------------ ------------- --------------------- ------------------- ------------------ ------------------

There is no family relationship between any of the trustees listed above.

* Interested person as defined by the 1940 Act. Mr. Inskeep is deemed interested
because he is affiliated with the Adviser.

** Each trustee serves for an indefinite term in accordance with the current
bylaws of the Trust until the date a trustee resigns, retires or is removed in
accordance with the bylaws of the Trust.

*** Each nominee is a director of Columbia Common Stock Fund, Inc., Columbia
Growth Fund, Inc., Columbia International Stock Fund, Inc., Columbia Special
Fund, Inc., Columbia Small Cap Fund, Inc., Columbia Real Estate Equity Fund,
Inc., Columbia Balanced Fund, Inc., Columbia Daily Income Company, Columbia
Short Term Bond Fund, Inc., Columbia Fixed Income Securities Fund, Inc.,
Columbia Oregon Municipal Bond Fund, Inc., Columbia High Yield Fund, Inc.,
Columbia National Municipal Bond Fund, Inc., Columbia Technology Fund, Inc., and
Columbia Strategic Value Fund, Inc. (together, the "Columbia Funds"), each an
open-end management investment company advised by the Adviser.

**** Mr. Nelson serves as an independent trustee of the funds in the Liberty
Funds Complex, which are advised and distributed by affiliates of the Adviser.

The following table sets forth the dollar range of shares owned by each
trustee as of October 31, 2002 of (i) each individual Fund and (ii) all of
the funds in the Columbia Funds Complex:

INTERESTED NOMINEE:
- ------------------

DOLLAR RANGE OF FUND SHARES J. JERRY INSKEEP, JR.
- ------------------------------------------------------------- --------------------------------------------

Small Cap Fund None
Small/Mid Cap Fund None
International Stock Fund None
Strategic Equity Fund None
Fixed Income Securities Fund None
Short Term Bond Fund None
High Yield Fund None

AGGREGATE DOLLAR RANGE OF FUND SHARES IN FUNDS
OVERSEEN BY TRUSTEE IN COLUMBIA FUNDS COMPLEX: OVER $100,000

DISINTERESTED NOMINEES:
- ----------------------
RICHARD L.
DOLLAR RANGE OF FUND SHARES JAMES C. GEORGE PATRICK J. SIMPSON WOOLWORTH CHARLES R. NELSON
- --------------------------------------- -------------------- --------------------- ------------------- ---------------------

Small Cap Fund None None None None
Small/Mid Cap Fund None None None None
International Stock Fund None None None None
Strategic Equity Fund None None None None
Fixed Income Securities Fund None None None None
Short Term Bond Fund None None None None
High Yield Fund None None None None

AGGREGATE DOLLAR RANGE OF FUND
SHARES IN FUNDS OVERSEEN BY
TRUSTEE IN COLUMBIA FUNDS
COMPLEX: $1 - $50,000 OVER $100,000 OVER $100,000 NONE

As of October 31, 2002, none of the Independent Trustees or members
of their immediate families owned any securities of the Adviser or any other
entity directly or indirectly controlling, controlled by, or under common
control with the Adviser.

COMPENSATION OF TRUSTEES

The following table sets forth compensation received by each trustee
for services to each Fund. No officer of the Trust received any compensation
from the Funds during the fiscal year ended October 31, 2002.

AGGREGATE COMPENSATION FROM FUND J. JERRY JAMES C. PATRICK J. RICHARD L. CHARLES R.
INSKEEP* GEORGE SIMPSON WOOLWORTH NELSON
- ---------------------------------------- ------------- ------------- -------------- --------------- ----------------

Small Cap Fund $0 $1,817 $1,817 $1,817 $0
Small/Mid Cap Fund $0 $ 972 $ 972 $ 972 $0
International Stock Fund $0 $ 814 $ 814 $ 814 $0
Strategic Equity Fund $0 $1,167 $1,167 $1,167 $0
Fixed Income Securities Fund $0 $ 832 $ 832 $ 832 $0
Short Term Bond Fund $0 $1,274 $1,274 $1,274 $0
High Yield Fund $0 $2,053 $2,053 $2,053 $0

TOTAL COMPENSATION FROM COLUMBIA FUNDS
COMPLEX** $0 $33,929 $33,929 $34,929 $0***

* Mr. Inskeep is an interested person of each Fund and receives no compensation
from any Fund.

**There are 23 funds in the Columbia Funds Complex. Total compensation
information includes compensation Messrs. Woolworth, George and Simpson received
(i) as trustees of the Trust for the fiscal year ended October 31, 2002 and (ii)
as directors of the 15 Columbia Funds advised by the Adviser for the calendar
year ended December 31, 2001, which is the most recently completed fiscal year
for each of those 15 funds. Mr. Woolworth's compensation also includes amounts
received for serving on the Trust's Executive Committee and the Executive
Committee of each of the 15 Columbia Funds.

***Mr. Nelson was elected director of each of the 15 Columbia Funds on July 31,
2002. He also received $109,000 for the calendar year ended December 31, 2001
for his service as a trustee of the funds in the Liberty Funds Complex.

REQUIRED VOTE

If a quorum of shareholders is present at the Special Meeting, the five
nominees for election as trustees who receive the greatest number of votes cast
at the Special Meeting will be elected trustees. If your shares are represented
at the meeting but you give no voting instructions, your shares will be voted
FOR all Nominees named herein. The shareholders of the all the Funds will vote
together as a single group for electing the trustees. If the Nominees are not
approved by shareholders, the Board will consider alternate nominations.

THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" THE
ELECTION OF EACH OF THE NOMINEES UNDER PROPOSAL NO. 1.

PROPOSAL NO. 2: TO APPROVE THE RECLASSIFICATION, MODIFICATION OR ELIMINATION OF
CERTAIN FUNDAMENTAL INVESTMENT POLICIES

ALL FUNDS

INTRODUCTION

The Board has determined that it is in the best interests of the Funds
to enhance their investment flexibility by modifying certain of each Fund's
investment restrictions. Under the 1940 Act, all investment policies of a mutual
fund must be classified as either "fundamental" or "non-fundamental." A
fundamental policy may not be changed without the approval of a fund's
shareholders. A non-fundamental policy, on the other hand, may be changed by a
fund's board of trustees without shareholder approval. Unlike many other mutual
funds, each of the Funds' investment restrictions is designated as a
"fundamental policy" (except for the Strategic Equity Fund, which has three
restrictions designated as "non-fundamental"). Accordingly, each change to an
investment restriction discussed below requires shareholder approval. At a
meeting held on October 30, 2002, the Board approved the proposed changes to the
investment restrictions (which are described below) and directed that they be
submitted to shareholders for approval. Shareholders of each Fund will be able
to vote for or against or abstain from voting with respect to each of the
proposed changes applicable to that Fund. The Proposal is discussed below in
more detail.

The Board recommends that shareholders vote for each of the
subproposals to Proposal No. 2 to modify, reclassify or eliminate certain of the
Funds' investment restrictions.

REASONS FOR THE PROPOSAL

The 1940 Act requires only certain policies to be classified as
fundamental, but a fund may designate as fundamental any of its other investment
restrictions. Certain investment restrictions have been adopted by the Funds as
fundamental in response to those requirements set forth in the 1940 Act. In
addition, however, certain investment restrictions for each of the Funds were
established as fundamental in response to industry practices as they existed
when the Fund was created. Many of the restrictions initially were adopted to
permit a Fund to register its shares for sale in certain states. Many states
required a fund to adopt fundamental investment restrictions that were not
required by the 1940 Act. The National Securities Markets Improvement Act of
1996 generally preempted state regulation of mutual funds. As a result, many of
the Fund's fundamental investment restrictions are no longer necessary.

In light of the above, in recent years, it has become customary in the
mutual fund industry to reclassify a number of a fund's investment restrictions
as non-fundamental, thereby reserving the right to change those investment
restrictions without shareholder approval. This practice is desirable because it
then permits the board of a mutual fund to modify the fund's investment
restrictions to respond to market changes and other developments without delay
and without the expense of holding a shareholder meeting.

Accordingly, the Board reviewed each Fund's fundamental policies with
the following goals:

o to simplify, modernize and make consistent with those of other
investment companies the Funds' policies that are required by law
to be fundamental;

o to reclassify as non-fundamental any policies that are not required
to be fundamental under the 1940 Act or the positions of the staff
of the SEC in interpreting the 1940 Act, in which case, depending
on the circumstances, the policy would be either eliminated or
adopted by the Board as a non-fundamental policy in the same or a
modified form; and

o to reclassify as non-fundamental or to eliminate certain policies
previously required under state securities laws.

A Fund's shareholders will receive at least 30 days written notice of
any material change to the Fund's non-fundamental investment restrictions
approved by the Board.

Generally, the Funds do not have precisely the same fundamental
investment restrictions. In most cases, the Funds have restrictions that are
substantially similar but not identical. Some of the differences are due to the
Funds' different investment objectives. Other differences are due to historical
evolution. The Board would like to establish more uniform fundamental and
non-fundamental investment restrictions, while achieving the goals described
above. Consistency among the Funds' fundamental investment restrictions will
facilitate monitoring compliance with the restrictions by the Board and the
Adviser and may reduce costs of operations. If a fundamental policy is proposed
by the Board to be modified or made non-fundamental, the text of the policy as
proposed to be revised is supplied below. A non-fundamental policy can be
changed by the Board, but the change will only be effective after notice is
given to shareholders of the Fund. To summarize, the Board of each Fund believes
approval of Proposal 2 in its entirety will provide the following benefits to
each Fund:

o Consistency and clarity among the Funds' investment restrictions
will promote efficiencies in the administration of the Fund's
operations.

o Fundamental investment restrictions that are no longer needed will
be eliminated or reclassified as non-fundamental, allowing the
Board of each Fund and the Adviser to respond to changes in
regulatory, market or competitive conditions without the delay and
expense of calling a shareholder's meeting to change a fundamental
investment restriction.

o A Fund will have more investment flexibility to pursue its
investment objectives.

If these investment policy changes are approved by shareholders at the
meeting, each Fund's Prospectus and Statement of Additional Information will be
amended or supplemented to reflect the elimination, amendment and
reclassification of the investment restrictions. Shareholders will be given at
least 30 days notice by the Fund of any future investment policy changes to a
non-fundamental policy.

You may vote in favor of, or abstain from voting on, all of the
proposed changes applicable to your Fund or, if you wish to vote against any
proposed change, you may so indicate on the proxy card. If a subproposal of
Proposal 2 is approved by shareholders, the changes will become effective as
soon as practicable.

CHANGE TO THE FUNDS' INVESTMENT RESTRICTIONS

The Board of each Fund believes it is desirable to modify, reclassify
or eliminate certain of the Funds' investment restrictions which are fundamental
policies. A list of each Fund's investment restrictions proposed to be modified,
reclassified or eliminated is attached as Exhibit B.
---------

For each subproposal of Proposal 2 that recommends a modification to
the fundamental investment restriction, the discussion will include

o the text of the proposed new investment restriction,
o a summary of the current restriction,
o an explanation of the reasons for the change, and
o an explanation of the expected effects of the change on the Fund.

For each subproposal of Proposal 2 that recommends either a
reclassification of a fundamental investment restriction to a non-fundamental
investment restriction or elimination of a fundamental investment restriction,
the discussion will include

o a summary or the text of the current restriction to be reclassified
or eliminated,
o an explanation of the reasons for the change, and
o an explanation of the expected effects of the reclassification or
elimination on the Fund.

A list identifying the Funds for which each subproposal is applicable
appears at the heading for the discussion of each subproposal. A summary of the
applicability of each subproposal to the Funds can be found on page 2. Any
percentage limitations contained in the investment restrictions described in
these subproposals apply at the time of purchase of portfolio securities.

2A. INTERNATIONAL STOCK FUND
SMALL CAP FUND
SMALL/MID CAP FUND
SHORT TERM BOND FUND
FIXED INCOME SECURITIES FUND
HIGH YIELD FUND

MODIFY THE FUND'S FUNDAMENTAL INVESTMENT RESTRICTION REGARDING LENDING
BY THE FUND

PROPOSED NEW INVESTMENT RESTRICTION. Set forth below is the policy on
lending, as proposed to be modified.

The Fund will not make loans, except that the Fund may (a)
purchase debt obligations which are consistent with its investment
objectives and policies; (b) enter into repurchase agreements; and (c)
loan its portfolio securities, to the fullest extent permitted under
the 1940 Act.

CURRENT RESTRICTIONS. Each of these Funds has a fundamental policy
prohibiting or limiting the Fund from lending its assets to other persons. A
number of the Funds' current investment restrictions clarify this policy by
noting that the lending of securities does not include entering into repurchase
agreements or purchasing an issue of publicly distributed bonds, debentures, or
other debt securities. In addition, some Funds allow for lending of portfolio
securities permitted under the 1940 Act. The Board of each Fund proposes to
standardize and clarify these policies.

REASONS FOR MODIFICATION. If this proposal is approved by shareholders,
after Board approval each Fund may lend portfolio securities to the fullest
extent permitted under the 1940 Act. Under current interpretations, a mutual
fund may lend portfolio securities to U.S. and foreign brokers, dealers and
banks which its adviser deems to be creditworthy and of good business standing.
The purpose of a Fund loaning its portfolio securities is to afford the Fund the
opportunity to continue to earn income on the securities loaned and at the same
time to earn income on the collateral held by it. The maximum amount of
securities that can be loaned by a Fund under the 1940 Act is 33 1/3% of the
value of a Fund's total assets. A Fund will lend securities to its affiliates
only with the permission of the SEC and in accordance with SEC guidelines.

A Fund's loan of securities will be collateralized, as required by the
SEC, by cash, letters of credit or U.S. government securities. The collateral
will be maintained at all times in a segregated account with the Fund's
custodian, or with a designated sub-custodian, in an amount at least equal to
the current market value of the loaned securities. From time to time, a Fund may
pay a part of the interest earned from the investment of collateral received for
securities loaned to the borrower or a third party acting as a "finder."
Additional SEC guidelines require that: (1) the Fund receive at least 100% cash
collateral or equivalent securities from the borrower; (2) the borrower increase
the collateral whenever the market value of the securities loaned rises above
the level of the collateral; (3) the Fund be able to terminate the loan at any
time; (4) the Fund receive reasonable interest on the loan, as well as any
dividends, interest or other distributions on the loaned securities, and any
increase in market value; (5) the Fund pay only reasonable custodian fees in
connection with the loan; and (6) voting rights on the loaned securities pass to
the borrower except that, if a material event adversely affecting the investment
in the loaned securities occurs, the Fund must terminate the loan and regain the
right to vote the securities. In lending securities to U.S. and foreign brokers,
dealers and banks, the Fund will be subject to risks, which, like those
associated with other extensions of credit, include possible loss of rights in
the collateral if the borrower fails financially.

Adoption of the proposal will permit each Fund to lend securities (to
the extent any Fund is now not allowed) and cash to the full extent permitted by
applicable law and assist in standardizing the investment restrictions of all
the Funds. In addition, a Fund's ability to purchase debt obligations and invest
in repurchase agreements would be broadened. When cash may be available for only
a few days, it may be invested by a Fund in repurchase agreements until it may
otherwise be invested or used for payments of the Fund's obligations. A
repurchase agreement is a transaction in which a Fund purchases a security and
simultaneously commits to resell that security to the seller (a commercial bank
or securities dealer) at a stated price within a number of days (usually not
more than seven) from the date of purchase. This type of arrangement may be
considered a loan by the Fund collateralized by the underlying security because
the obligation of the seller to pay the stated price is, in effect, secured by
the underlying security. The seller will be required to maintain the value of
the collateral underlying any repurchase agreement at a level at least equal to
the price of the repurchase agreement. A Fund will enter into repurchase
agreements only with those banks or securities dealers who are deemed
creditworthy pursuant to criteria adopted by the Adviser. The Adviser is
responsible for assuring that this practice will not affect adversely a Fund's
ability to meet its investment objective.

EFFECT OF THE PROPOSED MODIFICATION. The proposed modified restriction
would allow the Board to authorize a Fund to loan up to one-third of its total
assets in the future without approval from shareholders. Although the modified
investment restriction will give each Fund greater flexibility in managing its
portfolio in the future, any change in a Fund's investment practice with respect
to lending will require approval of the Fund's Board. By lending portfolio
securities, a Fund could attempt to generate income through the receipt of
interest. The advantage of such loans is that a Fund could continue to have the
benefits (and risks) of ownership of the loaned securities, while receiving
interest from the borrower of the securities. While there may be delays in
recovery of loaned securities, which could lead to a loss for a Fund upon
disposition of the security or even a loss of rights in collateral supplied if
the borrower fails financially, loans will be made only to firms deemed by the
Adviser to be creditworthy and of good business standing and will not be made
unless, in the judgment of the Adviser, the consideration to be earned from the
loans justifies the risk.

2B. INTERNATIONAL STOCK FUND
SMALL CAP FUND
SMALL/MID CAP FUND
SHORT TERM BOND FUND
FIXED INCOME SECURITIES FUND
HIGH YIELD FUND

RECLASSIFY AS NON-FUNDAMENTAL THE FUND'S FUNDAMENTAL INVESTMENT
RESTRICTION REGARDING INVESTMENTS IN RESTRICTED AND ILLIQUID SECURITIES

CURRENT FUNDAMENTAL INVESTMENT RESTRICTION. Each Fund's fundamental
policies currently provide that the Fund will not purchase illiquid securities
if, upon purchase, more than 10% of its net assets would be invested in such
securities.

REASONS FOR CHANGE. These restrictions are not required to be
fundamental and, additionally, are believed by the Adviser to be overly
restrictive in the current regulatory and market environment. If approved by
shareholders, these policies would be reclassified as non-fundamental, meaning
they could be changed by vote of the Board in response to regulatory or market
developments without further approval by shareholders. Under the 1940 Act, a
mutual fund is required to maintain a high degree of liquidity in its portfolio
to ensure that the fund is able to meet shareholder requests for redemptions.
Regulatory interpretations of the requirement now provide that a mutual fund may
not invest more than 15% of its assets in "illiquid" securities. From time to
time, regulatory interpretations of the types of securities that must be treated
as "illiquid" as well as the specific percentage limitations on investments in
illiquid securities have changed. The non-fundamental policy would still provide
that the Fund could not purchase or otherwise acquire any security if, as a
result, more than 10% of its net assets would be invested in securities that are
at the time considered illiquid.

In the past, illiquid securities have included securities subject to
contractual or legal restrictions on resale, securities for which there is no
readily available market and repurchase agreements or time deposits maturing in
greater than seven days. The securities markets are evolving, however, and new
types of instruments have developed that make each Fund's current policies on
illiquid investments overbroad and unnecessarily restrictive. In addition, the
markets for some types of securities are almost exclusively
institutional--repurchase agreements, commercial paper, many types of municipal
securities and some corporate bonds and notes. These instruments are often
exempt from registration under the U.S. securities laws or sold in transactions
not requiring registration. Consequently, institutional investors depend on the
issuer's ability to honor a demand for repayment in less than seven days or on
an efficient institutional market in which the unregistered security can readily
be resold. The fact that there may be legal or contractual restrictions on
resale to the general public (making such securities "restricted"), therefore,
does not necessarily determine the liquidity of these investments.

To take advantage of these regulatory changes and the increasingly
liquid institutional trading markets, the Board recommends that each Fund
reclassify as non-fundamental its policies regarding investments in illiquid
securities and maintain the limit on such investments to not more than 10% of
its net assets.

EFFECT OF RECLASSIFICATION. By making each Fund's policy on illiquid
securities non-fundamental, the Funds will be able to respond more rapidly to
regulatory and market developments because a shareholder vote will not be
required to redefine the types of securities that are deemed illiquid. If this
proposal is approved by shareholders, the specific types of securities that will
be considered liquid will be determined by the Board in a manner consistent with
current regulatory positions of the SEC and its staff. The Board has adopted
guidelines and delegated to the Adviser the daily function of determining and
monitoring liquidity of securities held by the Funds. The Board, however, is
responsible for review of the Adviser's determinations. The Board will continue
to monitor each Fund's investments in these securities.

2C. INTERNATIONAL STOCK FUND
SMALL CAP FUND
SMALL/MID CAP FUND
SHORT TERM BOND FUND
FIXED INCOME SECURITIES FUND
HIGH YIELD FUND

ELIMINATE THE FUND'S INVESTMENT RESTRICTION REGARDING THE PURCHASE OF
SECURITIES OF OTHER INVESTMENT COMPANIES

CURRENT RESTRICTIONS. Each of the International Stock Fund, Short Term
Bond Fund and Fixed Income Securities Fund now has a fundamental investment
restriction limiting the percentage of an investment company's securities that a
Fund may own, and each of the Small Cap Fund, Small/Mid Cap Fund and High Yield
Fund is prohibited from purchasing securities of other open-end investment
companies.

REASON FOR ELIMINATION OF RESTRICTION. The 1940 Act broadly limits the
ability of one investment company to purchase securities of another investment
company. The exceptions permitted by the International Stock Fund, Short Term
Bond Fund and Fixed Income Securities Fund follow the limits imposed by the 1940
Act. Each of the Funds is already subject to these statutory limitations, and it
is not necessary to prohibit investments by the Funds in securities of other
investment companies. Some state "blue sky" regulators formerly imposed
additional restrictions on an investment company's purchase of securities of
another investment company as a condition to registration, but these state law
requirements are no longer applicable.

If these restrictions are eliminated, the Funds will continue to be
subject to the limitations on investments in other registered investment
companies imposed under the 1940 Act. In general, the 1940 Act prohibits a fund
from (1) acquiring more than 3% of the voting stock of any other investment
company, (2) investing more than 5% of its total assets in any one investment
company or (3) investing more than 10% of its total assets in investment
companies.

EFFECT OF ELIMINATION OF RESTRICTION. Eliminating this investment
restriction will allow each Fund greater flexibility to respond to market
changes and other developments. Because each Fund remains subject to limitations
under the 1940 Act described above, elimination of this restriction will not, at
present, materially affect the operations of any Fund.

2D. SMALL CAP FUND
SMALL/MID CAP FUND

MODIFY THE FUND'S FUNDAMENTAL INVESTMENT RESTRICTION REGARDING BUYING
AND SELLING REAL ESTATE

PROPOSED NEW INVESTMENT RESTRICTION: Set forth below is the proposed
policy on real estate for the Small Cap Fund and the Small/Mid Cap Fund.

The Fund may not purchase or sell real estate unless acquired
as the result of direct ownership of securities or other instruments.
This restriction shall not prevent the Fund from investing in
securities or other instruments backed by real estate or securities of
companies engaged in the real estate business, including real estate
investment trusts. This restriction shall not preclude the Fund from
buying securities backed by mortgages on real estate or securities of
companies engaged in these activities. This restriction shall not
prevent the Fund from investing in real estate operating companies and
companies engaged in other real estate related businesses.

CURRENT RESTRICTIONS: Each of these Funds has a fundamental policy
prohibiting a Fund from purchasing or selling real estate.

REASONS FOR MODIFICATION: The Board recommends that the restriction
regarding real estate be amended for these Funds to permit investment in real
estate-related investments. The proposed change conforms the restriction on
investing in real estate to current interpretations of the 1940 Act. This change
modernizes the present restriction by allowing a Fund to invest in certain newer
financial instruments that were precluded under the prior restriction, when that
type of investment is consistent with the Fund's investment objectives and
policies. The proposed change clarifies that a Fund may acquire a security or
other instrument that is secured by a mortgage or other interest in real estate
(subject to the Fund's investment objective and policies regarding
diversification and concentration) and that a Fund may hold real estate acquired
as a result of the ownership of these securities. Other Funds in the Trust have
a similar prohibition on the purchase and sale of real estate but, they provide
an exception for the purchase of securities issued by companies, such as real
estate investment trusts, that deal in real estate or interests therein, and
participation interests in pools of real estate mortgage loans.

EFFECTS OF NEW INVESTMENT RESTRICTION: Although the proposed change
will have no immediate impact on these Funds, adoption of the proposed
investment restriction will assist in standardizing the investment restrictions
for these Funds with respect to real estate.

2E. SHORT TERM BOND FUND

MODIFY THE FUND'S FUNDAMENTAL INVESTMENT RESTRICTION REGARDING
BORROWING

PROPOSED NEW INVESTMENT RESTRICTION. Set forth below is proposed policy
on borrowing for the Short Term Bond Fund.

The Fund will not borrow money, except that (a) the Fund may
borrow from banks for temporary or emergency (not leveraging) purposes,
including the meeting of redemption requests that might otherwise
require the untimely disposition of securities and (b) the Fund may, to
the extent consistent with its investment policies, enter into reverse
repurchase agreements, forward roll transactions and similar investment
strategies and techniques. To the extent that it

engages in transactions described in (a) and (b), the Fund will be
limited so that no more them 33-1/3% of the value of its total assets
(including the amount borrowed), valued at the lesser of cost or
market, less liabilities (not including the amount borrowed) valued at
the time the borrowing is made, is derived from such transactions.

CURRENT RESTRICTIONS. The Fund is now prohibited from borrowing, except
as borrowings are necessary for temporary or emergency purposes (such as meeting
redemption requests that might otherwise require the untimely disposition of
securities) and only in amounts up to 5%.

REASONS FOR CHANGE. A mutual fund is required to have a fundamental
policy with respect to borrowing. The 1940 Act permits a fund to borrow an
amount not to exceed 5% of its assets from either a bank or a non-bank for
temporary purposes without regard to coverage. The 1940 Act also permits a fund
to borrow from a bank for any purpose, provided that the fund maintains at least
300% asset coverage, which means, in effect, that a fund is permitted to borrow
up to an amount equal to 50% of its total assets. The primary purpose of the
proposed change is to permit the Fund to borrow to the full extent permitted by
applicable law. The Fund, however, will not borrow for leveraging purposes,
which means that it will not borrow to make investments with the proceeds of the
borrowing. Changing this restriction will permit greater flexibility in managing
the Fund's portfolio and standardize the Fund's borrowing restriction with that
of the other Funds in the Trust. In addition, the Fund will be granted authority
to engage in reverse repurchase agreements and forward roll transactions,
practices that may be deemed to involve borrowing and are frequently authorized
for use by sophisticated institutional asset managers.

Under a reverse repurchase agreement, the Fund sells securities and
agrees to repurchase them at a mutually agreed date and price. Because the Fund
will not use these transactions for leveraging purposes, when the Fund enters
into a reverse repurchase agreement, it will establish and maintain a segregated
account with an approved custodian containing cash or liquid securities with a
value not less than the repurchase price, including accrued interest. Reverse
repurchase agreements involve the risk that the market value of the securities
may decline prior to the repurchase date. The cash proceeds of the sales may be
invested in securities or other instruments. If the buyer of securities under a
reverse repurchase agreement files for bankruptcy or becomes insolvent, the
buyer or its trustee or receiver may receive an extension of time to determine
whether to enforce the Fund's obligation to repurchase the securities, and the
Fund's

use of the proceeds of the reverse repurchase agreement may effectively be
restricted pending that decision.

The Fund also may enter into forward roll transactions, in which the
Fund sells fixed income securities for delivery in the current month and
simultaneously contracts to repurchase substantially similar (same type, coupon
and maturity) securities on a specified future date. During the roll period, the
Fund would forego principal and interest paid on the securities. The Fund would
be compensated by the difference between the current sales price and the forward
price for the future purchase, as well as by the interest earned on the cash
proceeds of the initial sale.

EFFECT OF MODIFICATION OF RESTRICTION. The Fund would benefit from the
flexibility to borrow money up to the maximum amount permitted by law when
borrowings are necessary for the efficient management of Fund's assets and not
just for the limited time period covered by a temporary borrowing.

REQUIRED VOTE

Approval of each subproposal under Proposal No. 2 described above
requires the affirmative vote of the lesser of:

o 67% of the Fund's voting securities present at the
Special Meeting, if the holders of more than 50% of the
Fund's outstanding voting securities are present or
represented by proxy, or
o more than 50% of the Fund's outstanding voting
securities.

If the Proposal is approved by shareholders of a Fund at the Special
Meeting, it will be effective upon appropriate disclosure being made in the
Fund's prospectus and statement of additional information.

THE BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE "FOR" EACH SUBPROPOSAL
UNDER PROPOSAL NO. 2.

PROPOSAL NO. 3: TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS THE
TRUST'S INDEPENDENT PUBLIC ACCOUNTANTS

The 1940 Act provides that every registered investment company shall be
audited at least once each year by independent public accountants selected by a
majority of the directors of the investment company who are not interested
persons of the investment company or its investment adviser.

The Board, including a majority of the Independent Trustees, has
selected PricewaterhouseCoopers LLP to be the Trust's independent public
accountants for the fiscal year ending October 31, 2002, subject to ratification
by the Fund's shareholders.

PricewaterhouseCoopers LLP has no direct or material indirect financial interest
in any Fund, in the Trust or in the Adviser, other than receipt of fees for
services to the Funds. PricewaterhouseCoopers LLP or one of its predecessors has
been the independent public accountants for the Trust since 1993.

PricewaterhouseCoopers LLP, in accordance with Independence Standards
Board Standard No. 1, has confirmed to the Trust's Audit Committee that they are
independent accountants with respect to the Funds.

The independent accountants examine annual financial statements for the
Funds and provide other non-audit and tax-related services to the Funds. The
Adviser and the Trust's Audit

Committee have considered whether other non-audit services by
PricewaterhouseCoopers LLP are compatible with maintaining the independence of
PricewaterhouseCoopers LLP in its audit of the Funds. Representatives of
PricewaterhouseCoopers LLP are not expected to be present at the Special
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.

FUND-RELATED FEES

Audit Fees. For the fiscal year ended October 31, 2001, the approximate
fee for professional services rendered for the audit of the annual financial
statements for each of the Funds was as follows:

CMC Strategic Equity Fund $ 5,000
CMC Small Cap Fund $20,500
CMC Small/Mid Cap Fund $19,000
CMC International Stock Fund $22,500
CMC Short Term Bond Fund $17,500
CMC Fixed Income Securities Fund $21,500
CMC High Yield Fund $15,000

It is not expected that the fees for the audit of each Fund's annual financial
statements (in process as of the date of this Proxy Statement) for the fiscal
year ended October 31, 2002 will be materially higher.

All Other Fees. For the fiscal year ended October 31, 2001,
PricewaterhouseCoopers LLP was paid approximately $32,441 for accounting
services, including tax-related services rendered to the Funds.

NON-FUND RELATED FEES

All Other Fees. For the fiscal year ended October 31, 2001,
PricewaterhouseCoopers LLP was paid approximately $83,784 for all other
accounting services rendered on behalf of the Adviser and Columbia Trust
Company, an affiliate of the Adviser that provided, directly or indirectly,
services to the Funds.

REQUIRED VOTE

Ratification of the selection of PricewaterhouseCoopers LLP to serve as
the independent accountants will be approved if the votes cast in favor of the
proposal exceed the votes cast against the proposal provided a quorum is present
at the Special Meeting. The shareholders of all Funds will vote together as a
single group on ratification of the selection of independent accountants.

THE BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE "FOR" THE RATIFICATION
OF THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT PUBLIC
ACCOUNTANTS FOR THE FUNDS IN THE TRUST.

EXECUTIVE OFFICERS OF THE FUNDS

The officers of the Trust are listed below, together with their
principal business occupation. The officers hold office indefinitely, except
that any officer may resign or may be removed by a vote of a majority of the
directors at any regular meeting or special meeting of the directors. All
officers are "interested persons" as defined by the 1940 Act and receive no fees
or salaries from any of the Funds in the Trust. The business address of each
officer is 1300 SW Sixth Avenue, Portland, Oregon 97201.

POSITION(S)
HELD WITH LENGTH OF TIME
NAME AND AGE FUNDS SERVED PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS
- --------------------------------- --------------- --------------------- ------------------------------------------------

Jeff B. Curtis (49) President and 2 Years Executive Vice President and Chief Operating
Assistant Officer of Columbia Funds Management Company
Secretary and Columbia Management Co. Prior to his
current positions, Mr. Curtis was President,
Senior Vice President and General Counsel of
Columbia Funds Management Company and Columbia
Management Co.

Myron G. Child (62) Vice President 2 Years Vice President of Columbia Trust Company

Kathleen M. Griffin (43) Vice President 2 Years Vice President of Columbia Financial Center
Incorporated

Jeffrey L. Lunzer (41) Vice President 2 Years Vice President of Columbia Funds Management
Company and Columbia Management Co. Prior to
his current positions, Mr. Lunzer was the
Controller for the Funds. Before joining the
Funds in 1998, Mr. Lunzer was Treasurer and
Fund Officer of WM Group of Funds, a mutual
fund company.

Susan J. Woodworth (50) Vice President 2 Years Vice President of Columbia Trust Company

Mark A. Wentzien (42) Secretary 2 Years Vice President of Columbia Funds Management
Company and Columbia Management Co. Prior to
his current positions, Mr. Wentzien was
Associate Counsel of Columbia Funds Management
Company and Columbia Management Co.

J. Kevin Connaughton (38) Treasurer and Since December 6, Treasurer of Liberty Funds, Liberty All-Star Funds, Stein
Principal 2002 Roe Funds and Galaxy Funds. Senior Vice President of Liberty
Accounting Funds Group LLC. Prior to his current positions, Mr.
Officer Connaughton was Controller of Liberty Funds,
Liberty All-Star Funds and Stein Roe Funds; Vice President
of Liberty Funds Group LLC and Colonial Management
Associates, Inc.; Senior Tax Manager, Coopers & Lybrand, LLP
from 1996 to 1998.

ADDITIONAL INFORMATION

The transfer and dividend crediting agent for the Funds is Liberty
Funds Services, Inc., One Financial Center, Boston, Massachusetts 02111.

State Street Bank & Trust Co., Lafayette Corporate Center, 2 Avenue de
Lafayette, Boston, Massachusetts 02111-1724, acts as general custodian for
assets of the Trust, including custody of foreign securities acquired by those
Funds that invest in foreign securities.

OTHER MATTERS TO COME BEFORE THE SPECIAL MEETING
AND SHAREHOLDER PROPOSALS

Although the Notice of Special Meeting of Shareholders provides for
transaction of any other business that properly comes before the meeting, the
Board has no knowledge of any matters to be presented at the meeting other than
the matters described in this Proxy Statement. The enclosed proxy, however,
gives discretionary authority to the proxy holders to vote in accordance with
their judgment if any other matters are presented.

The Trust's Bylaws do not require it or any Fund to hold an annual
meeting of shareholders. A Fund will be required, however, to call special
meetings of shareholders in accordance with the requirements of the 1940 Act to
seek approval of, among other matters, new investment advisory contracts or a
change in the Fund's fundamental policies, such as its investment objective or
investment restrictions.

Because the Trust does not hold regular meetings of the Funds'
shareholders, the anticipated date of the next shareholders meeting cannot be
provided. Shareholders who wish to submit a proposal for consideration at a
meeting of shareholders must deliver notice of the proposal within a reasonable
time before the Trust mails its proxy materials. As of June 30, 2002, the Trust
had not received any shareholder proposals and thus none is included in these
proxy materials.

IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. SHAREHOLDERS WHO DO
NOT EXPECT TO ATTEND THE SPECIAL MEETING IN PERSON ARE URGED TO COMPLETE, SIGN,
DATE AND RETURN THEIR PROXY CARDS IN THE ENCLOSED STAMPED ENVELOPE, OR BY FAX TO
1-503-973-6663.

By Order of the Board of Trustees,

MARK A. WENTZIEN
Mark A. Wentzien
Secretary

Portland, Oregon
December 12, 2002

EXHIBIT A

PRINCIPAL SHAREHOLDERS OF THE FUNDS

At October 31, 2002, the nominees, officers and trustees of the Trust,
as a group, owned of record or beneficially less than 1% of the outstanding
shares of each Fund.

At October 31, 2002, to the knowledge of the Funds, no person owned of
record or beneficially more than 5% of the outstanding shares of any Fund except
the following record owners:

CMC SMALL CAP FUND

NAME AND ADDRESS SHARES OWNED OF RECORD AT OCTOBER 31, 2002
- ---------------- ------------------------------------------

Mastercard International Pension Plan 4,080,934 (6.51%)
2000 Purchase Street
Purchase, NY 10577

IHC Pension Plan 4,401,603 (7.02%)
36 South State Street
Salt Lake City, UT 84111

Children Medical Center - Dallas 4,201,595 (6.71%)
1935 Motor Street
Dallas, TX 75325

Farm Credit Consolidated Master Trust 8,567,363 (13.67%)
375 Jackson Street 2E-20
St. Paul, MN 55101

CMC SMALL/MID CAP FUND

NAME AND ADDRESS SHARES OWNED OF RECORD AT OCTOBER 31, 2002
- ---------------- ------------------------------------------

Longview Fibre Company Pension Trust Fund
P.O. Box 639 981,686 (12.47%)
Longview, WA 98632

Lumber Industry Pension Fund
Associated Administrators, Inc. 910,604 (11.57%)
2929 N.W. 31st Avenue
Portland, OR 97210

A-1

Western Council WCIW TOC Pension Fund 855,210 (10.86%)
Associated Administrators, Inc.
2929 N.W. 31st Avenue
Portland, OR 97210

Dairy Farmers of America 806,275 (10.24%)
North Pointe Tower, Suite 1000
10220 North Executive Hills Blvd.
Kansas City, MO 94190

Oregon Community Foundation 730,115 (9.28%)
1221 S.W. Yamhill, Suite 100
Portland, OR 97205

Freightliner Corporation Pension Plan 664,285 (8.44%)
P.O. Box 3849
Portland, OR 97208

Tri-Met Pension Trust 542,693 (6.89%)
4012 S.E. 17th Avenue
Portland, OR 97202

Oregon Sheet Metal Worker's Pension Trust 466,979 (5.93%)
740 North Knott Street
Portland, OR 97227

Lumber Employer &Western Counsel - L.P.I.W. Pension 456,036 (5.79%)
Associated Administrators, Inc.
2929 N.W. 31st Avenue
Portland, OR 97210

CMC INTERNATIONAL STOCK FUND

NAME AND ADDRESS SHARES OWNED OF RECORD AT OCTOBER 31, 2002
- ---------------- ------------------------------------------

Lumber Industry Pension Fund 598,622 (27.06%)
Associated Administrators, Inc.
2929 N.W. 31st Avenue
Portland, OR 97210

Freightliner Corporation Pension Plan 528,577 (23.90%)
P.O. Box 3849
Portland, OR 97208

A-2

FBO Manatee Hospital 322,872 (14.60%)
Attn: 0004665880
P.O. Box 92800
Rochester, NY 14692

Oregon Sheet Metal Worker's Pension Trust 260,930 (11.80%)
740 North Knott Street
Portland, OR 97227

AECOM Technology Corp. Pension Plan 252,145 (11.40%)
3250 Wilshire Blvd., 5th Floor
Los Angeles, CA 90010

CMC STRATEGIC EQUITY FUND

NAME AND ADDRESS SHARES OWNED OF RECORD AT OCTOBER 31, 2002
- ---------------- ------------------------------------------

Willamette University 3,384,798 (16.35%)
900 State Street
Salem, OR 97301

Tri-Met Pension Trust 1,538,852 (7.43%)
4012 S.E. 17th Avenue
Portland, OR 97202

Millmen's Retirement Trust 1,082,501 (5.34%)
2929 N.W. 31st Avenue
Portland, OR 97210

Willamette Falls Hospital 1,181,755 (5.71%)
1500 Division Street
Oregon City, OR 97045

CTC MasterPlan Accounts 1,082,616 (5.23%)
P.O. Box 1350
Portland, OR 97207

CMC SHORT TERM BOND FUND

NAME AND ADDRESS SHARES OWNED OF RECORD AT OCTOBER 31, 2002
- ---------------- ------------------------------------------

Oregon Health Sciences Foundation 2,974,682 (25.78%)
1121 S.W. Salmon Street, Suite 200
Portland, OR 97205

A-3

Legacy Health System Fixed Income II 951,741 (8.25%)
1919 N.W. Lovejoy
Portland, OR 97209

LSI Logic, Inc. 1,709,874 (14.82%)
1551 McCarthy Blvd.
Milpitas, CA 75035

PacificCorp. Environmental 2,455,254 (21.28%)
825 N.E. Multnomah, Suite 1900
Portland, OR 97232

CMC FIXED INCOME SECURITIES FUND

NAME AND ADDRESS SHARES OWNED OF RECORD AT OCTOBER 31, 2002
- ---------------- -------------------------------------------

Local Union 191 IBEW Joint Trust Funds 919,477 (35.50%)
Benefit Solutions, Inc.
3400 188th Street SW, Suite 601
Lynnwood, WA 98037

The Sherwood Trust 445,944 (17.22%)
7 West Main
Walla Walla, WA 99362

Teamsters Local #142 Pension Fund 246,990 (9.50%)
1300 Clark Road
Gary, IN 46404

Centurytel, Inc. Hourly Pension Trust 183,382 (7.08%)
100 Century Park Drive
Monroe, LA 71203

John L. Wobig 179,044 (6.91%)
9200 N.W. Leahy Road
Portland, OR 97229

CMC HIGH YIELD FUND

NAME AND ADDRESS SHARES OWNED OF RECORD AT OCTOBER 31, 2002
- ---------------- -------------------------------------------

Carpenters Pension Trust Fund 5,610,316 (14.79%)
For Southern California
So. Calif.-Nevada Regional Council of Carpenters
533 S. Fremont Avenue
Los Angeles, CA 90071

A-4

Boilermaker-Blacksmith National Pension Fund 3,166,353 (8.35%)
754 Minnesota Avenue, Suite 522
Kansas City, KS 66101

A-5

EXHIBIT B

CURRENT INVESTMENT RESTRICTIONS

The Funds' current investment restrictions that are proposed to be
reclassified, modified or eliminated read as follows:

CMC SMALL CAP FUND

The Small Cap Fund may not:

3. Buy or sell real estate. (Subproposal 2D).

4. Make loans to other persons (except by purchase of short-term
commercial paper, repurchase agreements, bonds, debentures, or other debt
securities constituting part of an issue). For purposes of this restriction, the
making of a loan by the Fund will not include the purchase of a portion of an
issue of publicly distributed bonds, debentures, or other securities, whether or
not the purchase is made upon the original issuance of the securities.
(Subproposal 2A).

5. Purchase illiquid securities, if upon the purchase more than 10% of
the value of the Fund's net assets would consist of these securities. See
"DESCRIPTION OF THE FUNDS, INVESTMENTS HELD BY THE FUNDS" for a complete
discussion of illiquid securities. (Subproposal 2B).

8. Purchase securities of other open-end investment companies. The Fund
may, however, purchase securities of closed-end investment companies so long as
the Fund does not own in the aggregate more than 10% of the outstanding voting
securities of such investment company. (Subproposal 2C).

CMC SMALL/MID CAP FUND

The Small/Mid Cap Fund may not:

3. Buy or sell real estate. (Subproposal 2D).

5. Purchase illiquid securities, if upon the purchase more than 10% of
the value of the Fund's net assets would consist of these securities. See
"DESCRIPTION OF THE FUNDS, INVESTMENT HELD BY THE FUNDS" for a complete
discussion of illiquid securities. (Subproposal 2B).

B-1

CMC INTERNATIONAL STOCK FUND

The International Stock Fund may not:

4. Make loans to other persons, except by purchase of short-term
commercial paper, bonds, repurchase agreements, debentures, or other debt
securities constituting part of an issue and except to the extent the entry into
repurchase agreements in accordance with the Fund's investment restrictions may
be deemed a loan. (Subproposal 2A).

5. Purchase illiquid securities, if upon the purchase more than 10% of
the value of the Fund's assets (taken at current value) would consist of these
securities. See "DESCRIPTION OF THE FUNDS, INVESTMENT HELD BY THE FUNDS" for a
complete discussion of illiquid securities. (Subproposal 2B).

8. Purchase securities of other investment companies, except in
connection with a merger, consolidation, acquisition, or reorganization, or by
purchase in the open market of securities of closed-end investment companies
where no underwriter or dealer's commission or profit, other than customary
broker's commission, is involved and only if immediately thereafter not more
than (i) 3% of the total assets would be invested in any one such company is
owned by the Fund, (ii) 5% of the Fund's total assets would be invested in any
one such company, and (iii) 10% of the Fund's total assets would be invested in
such securities. (Subproposal 2C).

CMC SHORT TERM BOND FUND

The Short Term Bond Fund may not:

4. Make loans to other persons (except by purchase of short-term
commercial paper, bonds, debentures, repurchase agreements or other debt
securities constituting part of an issue). The Fund may lend portfolio
securities to broker-dealer or other institutional investors if, as a result
thereof, the aggregate value of all securities loaned does not exceed 33 1/3% of
its total assets. (Subproposal 2A).

5. Purchase of illiquid securities, if upon the purchase more than 10%
of the value of the Fund's net assets would consist of such illiquid securities.
See "DESCRIPTION OF THE FUND, INVESTMENTS HELD BY THE FUND" for a complete
discussion of illiquid securities. (Subproposal 2B).

9. Purchase securities of other open-end investment companies, except
as permitted by Section 12(d)(1)(A) of the 1940 Act. (Subproposal 2C).

B-2

11. Borrow money except as a temporary measure for extraordinary or
emergency purposes. Its borrowings may not exceed 5% of the gross assets of the
Fund valued at the lesser of cost or market value, nor may it pledge, mortgage,
or hypothecate assets valued at market to an extent greater than 10% of the
gross assets of the Fund valued at cost. (Subproposal 2E).

CMC FIXED INCOME SECURITIES FUND

The Fixed Income Securities Fund may not:

4. Make loans to other persons (except by purchase of short-term
commercial paper, bonds, debentures, repurchase agreements or other debt
securities constitution part of an issue). The Fund may lend portfolio
securities to broker-dealers or other institutional investors if, as a result
thereof, the aggregate value of all securities loaned does not exceed 33 1/3% of
its total assets. (Subproposal 2A).

5. Purchase illiquid securities if upon the purchase more than 10% of
the value of the Fund's net assets would consist of such illiquid securities.
See "DESCRIPTION OF THE FUNDS, INVESTMENT OBJECTIVES, POLICIES AND RISKS HELD BY
THE FUNDS" for a complete discussion of illiquid securities. (Subproposal 2B).

7. Purchase securities of other open-end investment companies, except
as permitted by Section 12(d)(1)(A) of the 1940 Act. (Subproposal 2C).

CMC HIGH YIELD FUND

The High Yield Fund may not:

4. Make loans to other persons (except by purchase of short-term
commercial paper, bonds, debentures, repurchase agreements or other debt
securities constituting part of an issue). The Fund may lend portfolio
securities to broker-dealers or other institutional investors if, as a result
thereof, the aggregate value of all securities loaned does not exceed 33 1/3% of
its total assets. (Subproposal 2A).

5. Purchase illiquid securities, if upon the purchase more than 10% of
the value of the Fund's net assets would consist of these securities. See
"DESCRIPTION OF THE FUNDS, INVESTMENT OBJECTIVES, POLICIES AND RISKS HELD BY THE
FUNDS" for a complete discussion of illiquid securities. (Subproposal 2B).

9. Purchase securities of other open-end investment companies.
(Subproposal 2C).

B-3

This proxy is solicited on behalf of the Board of Trustees. The Board of
Trustees recommend that you vote IN FAVOR of each Proposal.

PLEASE MARK VOTES AS IN THIS EXAMPLE: [X]

1. Election of Trustees: To elect five trustees of the Trust:

01. J. Jerry Inskeep, Jr. 02. James C. George
03. Patrick J. Simpson 04. Richard L. Woolworth
05. Charles R. Nelson

FOR ALL WITHHOLD ALL FOR ALL EXCEPT
[_] [_] [_]

To withhold authority to vote for any nominee(s) mark "For All Except" and write
the nominee number(s) on the line provided.

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[_] To vote FOR ALL Proposals below for each Fund, mark this box. (No other
vote is necessary.)

[_] To vote AGAINST ALL Proposals below for each Fund, mark this box. (No other
vote is necessary.)

[_] To ABSTAIN with respect to all Proposals below for each Fund, mark this
box. (No other vote is necessary.)
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2a. To modify the investment restriction regarding lending.