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
CMG 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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IMPORTANT NEWS FOR CMG FUND TRUST SHAREHOLDERS
Dear CMG Fund Trust Shareholder,
The CMG Fund Trust (the "Trust") will hold a special meeting of shareholders on
October 7, 2003 at 10:30 a.m. (Pacific Coast Time). At this meeting, you will be
asked to vote on a proposal regarding the Trust. The proposal is to elect nine
new trustees and [three] of the now-serving trustees of the boards of the Trust.
Because of the increase in size and complexity of the Trust and the increase in
responsibility of board members imposed by recent legislative and regulatory
actions, the board believes it is appropriate to increase the size of the board.
To facilitate the expansion, the Board is proposing that the Trust's board be
consolidated with the Liberty Funds board of trustees. The Liberty Funds are a
mutual fund complex advised by the same investment adviser that advises the
Trust, Columbia Management Advisors, Inc. Two of the Trust's trustees, Mr.
Simpson and Mr. Woolworth, will be joining the Liberty Fund's board of
trustees. The consolidation would allow the Trust to expand the board with
individuals possessing a broad wealth of experience in the mutual fund industry,
as well as with issues of concern to the Trust at this time.
THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS THAT YOU VOTE FOR THE PROPOSAL
This special meeting will be held at the Portland Art Museum's Whitsell
Auditorium (located at SW Park and SW Madison, Portland, Oregon). It is very
important that you vote your shares at your earliest convenience. The Trust has
retained the services of Georgeson Shareholder Communications, Inc. to assist
shareholders with the voting process. As we get closer to October 7th,
shareholders who have not yet voted may receive a call from Georgeson
Shareholders Communications reminding them to vote.
YOUR VOTE IS IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES YOU OWN. YOU CAN VOTE
EASILY AND QUICKLY BY MAIL, OR IN PERSON. A SELF-ADDRESSED, POSTAGE-PAID
ENVELOPE HAS BEEN ENCLOSED FOR YOUR CONVENIENCE. PLEASE HELP THE TRUST AVOID THE
EXPENSE OF A FOLLOW-UP MAILING BY VOTING TODAY!
If you have any questions regarding the Proxy Statement, please call Georgeson
Shareholder Communications at (866) 238-4083.
We appreciate your participation and prompt response in these matters and thank
you for your continued support.
Sincerely,
Jeff B. Curtis
President
Q & A
VOTING THE PROPOSAL UNDER THE CMG FUND TRUST PROXY SOLICITATION
The following questions and answers provide an overview of the key features of
the proposals and of the information contained in this Proxy Statement. Please
review the full Proxy Statement prior to casting your vote.
1. WHAT IS BEING PROPOSED?
PROPOSAL NO. 1: The Board of Trustees (the "Board") of the CMG Fund Trust (the
"Trust") is proposing the election of nine new trustees as well as [three] of
the now-serving trustees of the Trust's Board.
2. WHY IS THE ELECTION OF TRUSTEES BEING PROPOSED?
The Board currently has four trustees (Messrs. Patrick J. Simpson, Richard L.
Woolworth, Charles R. Nelson and James C. George). Pursuant to the Trust
retirement policy, Mr. George will resign from the Board after the
regular meeting scheduled to be held July 2004.
Due to the size and complexity of the Trust, as well as recent legislative and
regulatory changes, the Board believes it would be appropriate to increase the
size of the Board. It proposes that the expansion be accomplished by electing to
the Board the current directors/trustees of the Liberty Funds, a mutual fund
complex also advised by Columbia Management Advisors, the Trust's adviser. The
new trustees would, among other things, add to the Board's experience in
evaluating distribution and consolidation issues that are of importance to the
Trust. Two of the Trust's trustees, Mr. Simpson and Mr. Woolworth, will be
joining the Liberty Fund's board of directors. In addition, legislative and
regulatory changes have increased the responsibility of mutual fund boards. By
expanding the Board, the trustees will have the flexibility to appoint special
committees to focus on specific matters.
Please review the Proposal No. 1 section of this Proxy for more information
regarding trustees' terms and the rights of the Board of the Trust regarding the
election of trustees.
3. HOW MANY VOTES ARE REQUIRED TO ELECT THE NEW TRUSTEES?
If a quorum of shareholders is present at the Special Meeting, the 12 nominees
who receive the greatest number of votes cast at that meeting will be elected
trustees. Please note that if you send in a signed proxy card but you give no
voting instructions, your shares will be voted FOR the nominees proposed by the
Board.
The Trust's Board recommends that you vote "FOR" the election of each of the
nominees under proposal 1.
4. WHY SHOULD I VOTE ON THESE PROPOSALS?
As part owner of the Trust, it is important that you are represented in the
voting. For this reason, the services of a professional proxy solicitor have
been retained to contact all CMG Fund Trust shareholders. If we do not receive a
ballot from you, it is possible that you will receive a call or letter from our
solicitor requesting you to vote.
5. HAS THE BOARD OF TRUSTEES APPROVED THIS PROPOSAL?
Yes, the Board has reviewed the proposal and believes it is in the best
interests of the shareholders. The Board unanimously recommends that you vote
"FOR" for the proposal before you.
6. WHOM DO I CALL FOR MORE INFORMATION?
You may call a representative at (866) 238-4083 for assistance.
CMG STRATEGIC EQUITY FUND
CMG SMALL/MID CAP FUND
CMG INTERNATIONAL STOCK FUND
CMG SMALL CAP FUND
CMG SHORT TERM BOND FUND
CMG FIXED INCOME SECURITIES FUND
CMG HIGH YIELD FUND
CMG ENHANCED S&P 500 FUND
CMG SMALL CAP VALUE FUND
CMG SMALL CAP GROWTH FUND
CMG MID CAP VALUE FUND
CMG MID CAP GROWTH FUND
[CMG LARGE CAP VALUE FUND]
[CMG LARGE CAP GROWTH FUND]
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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
-------------------------------
To the Shareholders:
Notice is given that CMG Fund Trust (the "Trust") will hold a special
meeting of shareholders (the "Special Meeting") of CMG Strategic Equity Fund,
CMG Small Cap Fund, CMG Small/Mid Cap Fund, CMG International Stock Fund, CMG
Short Term Bond Fund, CMG High Yield Fund, CMG Fixed Income Securities Fund, CMG
Enhanced S&P 500 Fund, CMG Small Cap Value Fund, CMG Small Cap Growth Fund, CMG
Mid Cap Value Fund, CMG Mid Cap Growth Fund, CMG Large Cap Value Fund, and CMG
Large Cap Growth Fund (each a "Fund" and together the "Funds") at the Portland
Art Museum's Whitsell Auditorium (located at SW Park and SW Madison, Portland,
Oregon) on October 7, 2003 at 10:30 a.m., Pacific Time, for the following
purposes:
1. Election of Trustees. To elect a Board of Trustees of the
Trust.
2. 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 August [__], 2003
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
/s/ Mark A. Wentzien
Mark A. Wentzien
Secretary
_____________________, 2003
Portland, Oregon
YOUR VOTE IS IMPORTANT
YOU WILL RECEIVE A PROXY CARD. THE BOARD OF TRUSTEES RECOMMENDS THAT
YOU VOTE "FOR" THE NOMINEES AND "FOR" THE PROPOSAL.
INSTRUCTIONS FOR EXECUTING PROXY CARD
The following general rules for signing proxy cards may be of
assistance to you and may help to avoid the time and expense involved in
validating your vote if you fail to sign your proxy card[s] properly.
1. INDIVIDUAL ACCOUNTS: Sign your name exactly as it appears on the proxy card.
2. JOINT ACCOUNTS: Either party may sign, but the name of the party signing
should conform exactly to a name shown on the proxy card.
3. ALL OTHER ACCOUNTS: The capacity of the individual signing the proxy card
should be indicated unless it is reflected in the name on the proxy card. For
example:
Registration Valid Signature
CORPORATE ACCOUNTS
(1) ABC Corp............................John Doe, Treasurer
(2) ABC Corp
c/o John Doe, Treasurer.............John Doe, Treasurer
(3) ABC Corp. Profit Sharing Plan.......John Doe, Trustee
TRUST ACCOUNTS
(1) ABC Trust...........................Jane Doe, Trustee
(2) Jane Doe, Trustee
u/t/d 12/28/78..................Jane Doe
CUSTODIAL OR ESTATE ACCOUNTS
(1) John Smith, Cust
f/b/o John Smith, Jr. UGMA......John Smith
(2) John Smith Jr........................John Smith Jr., Executor
CMG STRATEGIC EQUITY FUND
CMG SMALL/MID CAP FUND
CMG INTERNATIONAL STOCK FUND
CMG SMALL CAP FUND
CMG SHORT TERM BOND FUND
CMG FIXED INCOME SECURITIES FUND
CMG HIGH YIELD FUND
CMG ENHANCED S&P 500 FUND
CMG SMALL CAP VALUE FUND
CMG SMALL CAP GROWTH FUND
CMG MID CAP VALUE FUND
CMG MID CAP GROWTH FUND
[CMG LARGE CAP VALUE FUND]
[CMG LARGE CAP GROWTH FUND]
-----------------------------------
PROXY STATEMENT
-----------------------------------
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 7, 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 CMG Fund
Trust (the "Trust") to be voted at the special meeting of shareholders (the
"Special Meeting") of CMG Strategic Equity Fund, CMG Small Cap Fund, CMG
Small/Mid Cap Fund, CMG International Stock Fund, CMG Short Term Bond Fund, CMG
High Yield Fund, CMG Fixed Income Securities Fund, CMG Enhanced S&P 500 Fund,
CMG Small Cap Value Fund, CMG Small Cap Growth Fund, CMG Mid Cap Value Fund and
CMG Mid Cap Growth Fund, CMG Large Cap Value Fund, and CMG Large Cap Growth Fund
(each a "Fund" and collectively the "Funds"), to be held on October 7, 2003 at
10:30 a.m., at the Portland Art Museum's Whitsell Auditorium (located at SW Park
and SW Madison, Portland, Oregon), 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.
Within the Trust there are 20 seperate series of which only the Funds are
operational as of the date of this Joint Proxy Statement.
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 Joint Proxy Statement.
This Joint Proxy Statement and the related Notice of Special Meeting
are expected to be first mailed to shareholders of record on or about
__________________, 2003. 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 All [__]
presented in Proposal 1
SHARES ENTITLED TO VOTE AND QUORUM
The holders of record of shares (the "Shareholders") of each Fund as of
the close of business on August [__], 2003, 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 each 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
CMG Strategic Equity Fund
CMG Small/Mid Cap Fund
CMG Small Cap Fund
CMG International Stock Fund
CMG Short Term Bond Fund
CMG Fixed Income Securities Fund
CMG High Yield Fund
CMG Enhanced S&P 500 Fund
CMG Small Cap Value Fund
CMG Small Cap Growth Fund
CMG Mid Cap Value Fund
CMG Mid Cap Growth Fund
[CMG Large Cap Value Fund]
[CMG Large Cap Growth Fund]
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 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
"for" or "against" any proposal or adjournment to permit further solicitation of
proxies.
Shareholders can vote by marking the enclosed proxy card(s) and
returning the card(s) in the postage-paid envelope or by following the
instructions on the enclosed voter instruction insert. 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.
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 the Record Date. Exhibit A also shows the number of
shares of each Fund in the Trust owned by each trustee and by all trustees,
nominees and officers of the Trust as a group as of the Record Date.
SOLICITATION OF PROXIES
Columbia Management Advisors, Inc. (the "Adviser"), located at 1301 SW
Fifth 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. In addition,
the Trust has hired an unaffiliated proxy solicitor, Georgeson Shareholder
Communications, Inc. ("Georgeson"), to assist in the solicitation of proxies.
The estimated costs of Georgeson's services to the Trust will be $3,750. All
costs of printing and mailing proxy materials and the costs and expenses of
holding the Special Meeting, including all amounts paid to Georgeson, will be
paid by the [Trust/Adviser?].
PROPOSAL NO. 1: TO ELECT TRUSTEES OF THE TRUST
The first proposal to be considered at the Special Meeting is the
election of trustees of each Fund. The purpose of the proposal is to elect nine
new trustees, as well as [three] of the incumbent trustees, to the Trust's Board
of Trustees (the "Board"). None of the nominees
listed below, except for Messrs. Charles R. Nelson, Patrick J. Simpson and
Richard L. Woolworth, now serves as a trustee of any Fund. Each of the incumbent
trustees was previously elected to the Boards by the shareholders and currently
oversees the 14 portfolios of the Trust and the 15 Columbia funds
(the "Columbia Funds"). Each of the Columbia Funds is also managed by the
Adviser. Each of Mr. Nelson and the proposed nine new trustees now serve on the
Boards of Trustees of funds and portfolios managed by the Adviser, or affiliates
of the Adviser (the "Liberty Funds").
The Board currently has four directors. Under the Board retirement
policy, each trustee of the Trust must agree to resign as of the end of the
first regular Board meeting following the director's 72nd birthday. Pursuant to
this policy, Mr. J. Jerry Inskeep, Jr. resigned from the Board on April 30,
2003, and Mr. James C. George is required to resign from the Board after the
regular Board meeting currently scheduled to be held in July 2004. As a result,
absent further action, the number of trustees on the Board will be reduced to
three by July 2004.
The Board believes that it would be appropriate to replace the two
retiring trustees. In addition, because of the increase in size and complexity
of the Trust over the past year and because of the increase in the
responsibilities of fund directors generally imposed by recent legislative and
regulatory actions, the Board believes that it would be appropriate to augment
the size of the Board beyond five trustees. The Board recognizes that the
identification, recruitment and assimilation of additional qualified directors
would likely take significant time and require an increase in the trustees'
current compensation levels.
To facilitate the expansion of the Board, the Adviser has suggested
that the members of the Board be combined with those of the Liberty Funds
boards. The combination would be accomplished by electing the nine members of
the Liberty Funds boards to the Trust's board of trustees (and the boards of
directors of each of the Columbia Funds) and electing Messrs. Simpson and
Woolworth to the Liberty Funds boards. The end result would be to have the same
members serve on each of the several boards of the Trust, the Columbia Funds and
the Liberty Funds.
The proposed combination would permit the boards of the Trust and the
Liberty Funds to meet concurrently and to develop uniform policies and
procedures. The nine new trustees would add to the Board their expertise and
the experience they have gained from serving on the boards of the Liberty Funds.
Although the combined board would have more funds to oversee, the larger boards
would have the flexibility to appoint special committees to focus on specific
matters. For example, it is anticipated that the consolidated boards would
delegate certain responsibilities to separate audit, governance, contracts and
investments committees. Additionally, combining the boards may result in
economies of scale, reducing fixed costs associated with the Boards.
Accordingly, it is expected that the combined boards would require only one
independent counsel and that the Trust's share of the compensation paid to the
directors and trustees of the combined boards would be lower than the
compensation that would be payable to the trustees of the Trust if there were
no consolidation and additional trustees were added.
Following the consolidation, the nine new trustees would represent 75%
of the Board. Since Board action normally requires a majority vote, the
new nominees would effectively control the Board. Matters on which fund boards
typically vote include changes to the adviser and the advisory contract,
agreements with the transfer agent, custodian, administrator and other service
providers, appointment of independent auditors and counsel, adoption of
investment and other policies, and approval of fund mergers. Although Messrs.
Nelson, Simpson and Woolworth would continue as members of the
combined Boards, they would no longer be able to carry the vote on any of these
or other matters. Of course, the new trustees would have the same fiduciary
duty to the Trust's shareholders as the continuing members, and approval of
certain of the matters described above would require separate shareholder
approval.
To provide assurance to the shareholders of the Trust, Columbia
Management Group ("CMG"), the parent of the Adviser, has represented to the
Trust, among other things, that there will be no material change in the
investment management, distribution, administrative or shareholder services
provided to the Trust as a result of the proposed combination, without prior
discussion with the Board. Additionally, when the combination is completed, Mr.
George has agreed to resign. CMG has agreed to pay Mr. George a retirement
payment equal to [___________________].
The Board met in person or by telephone on [seven] occasions from
January 30, 2003 to August ___, 2003 to discuss the proposed consolidation.
Members of the Board, including a special committee comprised of Messrs.
Simpson and Woolworth, also met with members of the Liberty Funds boards on May
6 and 7, 2003 and August 12 and 13, 2003. On the basis of these meetings and the
information and representations provided by the Adviser and its parents, the
Board unanimously approved the combination and determined to recommend the
combination to the shareholders of the Trust.
The Investment Company Act of 1940 (the "1940 Act") generally provides
that at all times a majority of trustees of the Trust must be elected
by shareholders and that new trustees cannot be elected by a board of trustees
to fill vacancies unless, after the election, two-thirds of the trustees have
been elected by shareholders. To assure compliance with the two-thirds
requirement of the 1940 Act, shareholders are being asked to elect the [three]
incumbent trustees and the nine new nominees.
Each of the nominees has agreed to serve if elected. If a nominee
declines to serve before the meeting or otherwise becomes unavailable for
election, the proxy confers discretionary power on the persons named therein to
vote in favor of a substitute nominee. If elected, the nominees will hold office
until the next meeting of shareholders at which trustees are elected and until
their successors are elected and qualified. Mr. George plans to resign as a
trustee on the date the nominees are elected.
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 director may be
removed at any meeting of shareholders called for that purpose by at least a
majority of the votes entitled to be cast for the election of trustees. If a
vacancy exists for any reason, the remaining trustees may fill the vacancy by
electing another trustee so long as two-thirds of the trustees have been elected
by shareholders. If at any time less than a majority of the trustees holding
office have been elected by shareholders, the trustees then in office will call
a shareholders' meeting within 60 days for the purpose of electing trustees. As
a condition to election as a trustee, in accordance with the Board's retirement
policy, each nominee will be 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 trustees following the trustee's 72nd birthday.
The Board met five times during 2002. Each incumbent trustee attended
all of these meetings other than Mr. Nelson, who was not elected to the Board
until January 2003. The Board has three standing committees composed exclusively
of all the Trust's disinterested trustees, the Audit Committee, the Compensation
Committee and the Nominating Committee. The Audit Committee considers and
engages, on an annual basis, the Trust's independent auditors, reviews with
management and the independent auditors the financial statements included in the
Fund's Annual Report to Shareholders, and generally oversees the audit process.
The Audit Committee held one meeting in 2002. The Compensation Committee is
responsible for determining trustee compensation. The Compensation Committee
held one meeting in 2002. The Nominating Committee is
responsible for selecting and nominating candidates for election to serve as
trustees. The Nominating Committee held one meeting in 2002 and will not
consider nominees recommended by shareholders of Funds in the Trust.
Set forth below are the 12 nominees for election as trustees of the
Trust (the "Nominees"), together with information about them. Other trusteeships
include positions of director, general partner or director of companies that are
required to file reports with the Securities and Exchange Commission (the
"SEC"), other than registered investment companies in the Fund Complex.
DISINTERESTED NOMINEES
NUMBER OF
PORTFOLIOS IN
FUND COMPLEX OTHER
NAME, ADDRESS AND AGE POSITION(S) TERM OF OFFICE PRINCIPAL OCCUPATION(S) OVERSEEN BY DIRECTORSHIPS
HELD WITH FUNDS AND LENGTH OF DURING PAST 5 YEARS TRUSTEE OR HELD BY
TIME SERVED* NOMINEE TRUSTEE***
Douglas A. Hacker (1) New Nominee N/A Executive Vice President - 114 None
P.O. Box 66100 Strategy of United Airlines
Chicago, IL 60666 (airline) since December
(47 years old) 2002 (formerly President of
UAL Loyalty Services from
September 2001
to December 2002; Executive
Vice President
and Chief Financial
Officer of United Airlines
from March 1993
to September 2001.
Janet Langford Kelly (1) New Nominee N/A Executive Vice President - 114 None
One Kellogg Square Corporate Development and
Battle Creek, MI 49016 Administration, General
(45 years old) Counsel and Secretary,
Kellogg Company
(food manufacturer)
since September
1999; (formerly
Senior Vice President,
Secretary and General
Counsel, Sara
Lee Corporation
(branded, packaged,
consumer-products
manufacturer) from January
1995 to September 1999).
Richard W. Lowry (1) (2) New Nominee N/A Private investor since 116 None
10701 Charleston Dr. August 1987 (formerly
Vero Beach, FL 32963 Chairman and Chief Executive
(67 years old) Officer, U.S. Plywood
Corporation (building
products manufacturer)).
Charles R. Nelson (1) Director Served for Professor of Economics, 114 None
Department of Economics 1 year University of Washington,
University of Washington since January 1976; Ford and
Seattle, WA 98195 Louisa Van Voorhis Professor
(60 years old) of Political Economy,
University of Washington,
since September
1993; Director,
Institute for Economic
NUMBER OF
PORTFOLIOS IN
FUND COMPLEX OTHER
NAME, ADDRESS AND AGE POSITION(S) TERM OF OFFICE PRINCIPAL OCCUPATION(S) OVERSEEN BY DIRECTORSHIPS
HELD WITH FUNDS AND LENGTH OF DURING PAST 5 YEARS TRUSTEE OR HELD BY
TIME SERVED* NOMINEE TRUSTEE***
Research, University of
Washington, since September
2001; 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. Neuhauser (1)(2)(3) New Nominee N/A Academic Vice President and 117 Saucony, Inc.
84 College Road Dean of Faculties since (athletic
Chestnut Hill, MA 02467-3838 August 1999, Boston College footwear);
(60 years old) (formerly Dean, Boston SkillSoft Corp.
College School of Management (E-Learning).
from September 1977 to
September 1999).
Patrick J. Simpson (1) Director Served for 2 Lawyer, Perkins Coie LLP 117 None
1211 S.W. 5th Avenue Years
Suite 1500
Portland, OR 97204
(58 years old)
Thomas E. Stitzel (1) New Nominee N/A Business consultant since 114 None
2208 Tawny Woods Pl. 1999 (formerly Professor of
Boise, ID 83706 Finance from 1975 to 1999
(67 years old) and Dean from 1977 to 1991,
College of Business, Boise
State University); Chartered
Financial Analyst.
Thomas C. Theobald (1) New Nominee N/A Managing Director, William 114 Anixter
27 West Monroe Street, Blair Capital Partners International
Suite 3500 (private equity investing) (network support
Chicago, IL 60606 since September 1994. equipment
(68years old) distributor),
Jones Lang
LaSalle
(real estate
management
services)
and MONY Group
(life insurance).
Anne-Lee Verville (1)(3) New Nominee N/A Author and speaker on 115 Chairman of the
359 Stickney Hill Road educational systems needs Board, Enesco
Hopkinton, NH 03229 (formerly General Manager, Group, Inc.
(58years old) Global Education Industry (designed,
from 1994 to 1997, and imported, and
President, Applications distributed
Solutions Division from 1991 giftware and
to 1994, IBM Corporation collectibles).
NUMBER OF
PORTFOLIOS IN
FUND COMPLEX OTHER
NAME, ADDRESS AND AGE POSITION(S) TERM OF OFFICE PRINCIPAL OCCUPATION(S) OVERSEEN BY DIRECTORSHIPS
HELD WITH FUNDS AND LENGTH OF DURING PAST 5 YEARS TRUSTEE OR HELD BY
TIME SERVED* NOMINEE TRUSTEE***
(global education and global
applications).
Richard L. Woolworth(1) Director Served for 12 Chairman/CEO, The Regence 114 The Regence
100 S.W. Market St. #1500 Years Group Group, Regence
Portland, OR 97207 BlueCross
(60 years old) BlueShield of
Oregon; NW
Natural, a
natural gas
service provider
INTERESTED NOMINEES
NUMBER OF
PORTFOLIOS IN OTHER
POSITION(S) TERM OF OFFICE FUND COMPLEX DIRECTORSHIPS
NAME, ADDRESS AND AGE HELD WITH AND LENGTH OF PRINCIPAL OCCUPATION(S) OVERSEEN BY HELD BY
FUNDS TIME SERVED DURING PAST 5 YEARS TRUSTEE TRUSTEE***
William E. Mayer (1)(2)(4) New Nominee N/A Managing Partner, Park 116 Lee Enterprises
399 Park Avenue Avenue Equity Partners (print media),
Suite 3204 (private equity) since WR Hambrecht +
New York, NY 10022 February 1999 (formerly Co. (financial
(62 years old) Founding partner, service
Development Capital LLC from provider) and
November 1996 to February First Health
1999). (healthcare).
Joseph R. Palombo (2)(4) New Nominee; Vice President Executive Vice President and 115 None
One Financial Center Vice since January Chief Operating Officer of
Boston, MA 02111 President 2003 CMG since December 2001;
(50 years old) Director, Executive Vice
President and Chief Operating
Officer of the Adviser since
April 2003; Vice President
of the Columbia Funds since
January 2003 (formerly Chief
Operations Officer of
Mutual Funds, Liberty
Financial Companies, Inc.
from August 2000 to
November, 2001; Executive Vice
President of Stein Roe &
Farnham Incorporated
(Stein Roe) from April 1999
to April 2003; Director of
Colonial Management
Associates, Inc. (Colonial)
from April 1999 to April 2003;
Director of Stein Roe from
September 2000 to April 2003);
President of Liberty Funds
and Galaxy Funds since
February 2003
NUMBER OF
PORTFOLIOS IN
FUND COMPLEX OTHER
NAME, ADDRESS AND AGE POSITION(S) TERM OF OFFICE PRINCIPAL OCCUPATION(S) OVERSEEN BY DIRECTORSHIPS
HELD WITH FUNDS AND LENGTH OF DURING PAST 5 YEARS TRUSTEE OR HELD BY
TIME SERVED* NOMINEE TRUSTEE***
(formerly Vice
President from September 2002
to February 2003); Manager
of Stein Roe Floating Rate
Limited Liability
Company since October 2000
(formerly Vice President of
the Liberty Funds from
April, 1999 to August 2000;
Chief Operating Officer and
Chief Compliance
Officer, Putnam Mutual Funds
from December 1993 to March
1999).
There is no family relationship between any of the trustees or nominees listed
above.
* Each trustee serves for an indefinite term until the date the trustee
resigns, retires or is removed in accordance with the Bylaws of each Fund.
(1) Includes service as a director or trustee of the Columbia Funds (15 funds)
and the Liberty Funds (85 funds).
(2) Mr. Lowry, Mr. Neuhauser and Mr. Mayer each serve as director/trustee of
the Liberty All-Star Funds, currently consisting of 2 funds, which are
advised by an affiliate of the Adviser.
(3) Mr. Neuhauser and Mrs. Verville serve as disinterested directors of
Columbia Management Multi-Strategy Hedge Fund, LLC, which is advised by the
Adviser. Mr. Palombo is an interested director of the Columbia Management
Hedge Fund, LLC.
(4) "Interested person" as defined by the 1940 Act. Mr. Mayer is an interested
person because of his affiliation with WR Hambrecht + Co. WR Hambrecht +
Co. is a registered broker-dealer and over the past six months the Trust
has, from time to time, used WR Hambrecht + Co. to execute portfolio
transactions. Mr. Palombo is an interested person as a director and officer
of the Adviser and shareholder of the ultimate parent of the Adviser.
Share Ownership. The following table sets forth the dollar range of
shares owned by each trustee and nominee for trustee of the Trust as of June 30,
2003 of (i) each individual Fund and (ii) all of the funds in the Fund Complex:
DISINTERESTED TRUSTEES OR NOMINEES:
- ----------------------------------
NAME OF FUND DOUGLAS A. HACKER JANET LANGFORD KELLY RICHARD W. LOWRY
CMG Strategic Equity Fund None None None
CMG Small Cap Fund None None None
CMG Small/Mid Cap Fund None None None
CMG International Stock Fund None None None
CMG Short Term Bond Fund None None None
CMG High Yield Fund None None None
CMG Fixed Income Securities Fund None None None
CMG Enhanced S&P 500 Fund None None None
CMG Small Cap Value Fund None None None
CMG Small Cap Growth Fund None None None
CMG Mid Cap Value Fund None None None
CMG Mid Cap Growth Fund None None None
[CMG Large Cap Value Fund] None None None
[CMG Large Cap Growth Fund] None None None
AGGREGATE DOLLAR RANGE OF FUND SHARES
IN FUNDS OVERSEEN BY
NAME OF FUND DOUGLAS A. HACKER JANET LANGFORD KELLY RICHARD W. LOWRY
DIRECTOR OR NOMINEE IN FAMILY OF
INVESTMENT COMPANIES: $10,001-$50,000 $10,001-$50,000 OVER $100,000
NAME OF FUND CHARLES R. NELSON JOHN J. NEUHAUSER
CMG Strategic Equity Fund None None
CMG Small Cap Fund None None
CMG Small/Mid Cap Fund None None
CMG International Stock Fund None None
CMG Short Term Bond Fund None None
CMG High Yield Fund None None
CMG Fixed Income Securities Fund None None
CMG Enhanced S&P 500 Fund None None
CMG Small Cap Value Fund None None
CMG Small Cap Growth Fund None None
CMG Mid Cap Value Fund None None
CMG Mid Cap Growth Fund None None
[CMG Large Cap Value Fund] None None
[CMG Large Cap Growth Fund] None None
AGGREGATE DOLLAR RANGE OF FUND SHARES
IN FUNDS OVERSEEN BY DIRECTOR OR
NOMINEE IN FAMILY OF INVESTMENT
COMPANIES: OVER $100,000 OVER $100,000
NAME OF FUND PATRICK J. SIMPSON THOMAS E. STITZEL
CMG Strategic Equity Fund None None
CMG Small Cap Fund None None
CMG Small/Mid Cap Fund None None
CMG International Stock Fund None None
CMG Short Term Bond Fund None None
CMG High Yield Fund None None
CMG Fixed Income Securities Fund None None
CMG Enhanced S&P 500 Fund None None
CMG Small Cap Value Fund None None
CMG Small Cap Growth Fund None None
CMG Mid Cap Value Fund None None
CMG Mid Cap Growth Fund None None
[CMG Large Cap Value Fund] None None
[CMG Large Cap Growth Fund] None None
AGGREGATE DOLLAR RANGE OF FUND SHARES
IN FUNDS OVERSEEN BY DIRECTOR OR
NOMINEE IN FAMILY OF INVESTMENT
COMPANIES: $10,001-$50,000 $50,001-$100,000
NAME OF FUND THOMAS C. THEOBALD ANNE-LEE VERVILLE RICHARD W. WOOLWORTH
CMG Strategic Equity Fund None None None
CMG Small Cap Fund None None None
CMG Small/Mid Cap Fund None None None
CMG International Stock Fund None None None
CMG Short Term Bond Fund None None None
CMG High Yield Fund None None None
CMG Fixed Income Securities Fund None None None
CMG Enhanced S&P 500 Fund None None None
CMG Small Cap Value Fund None None None
CMG Small Cap Growth Fund None None None
CMG Mid Cap Value Fund None None None
CMG Mid Cap Growth Fund None None None
[CMG Large Cap Value Fund] None None None
[CMG Large Cap Growth Fund] None None None
AGGREGATE DOLLAR RANGE OF FUND SHARES
IN FUNDS OVERSEEN BY DIRECTOR OR
NOMINEE IN FAMILY OF INVESTMENT
COMPANIES: OVER $100,000 NONE* $10,001-$50,000
INTERESTED NOMINEES:
- -------------------
NAME OF FUND WILLIAM E. MAYER JOSEPH A. PALOMBO
CMG Strategic Equity Fund None None
CMG Small Cap Fund None None
CMG Small/Mid Cap Fund None None
CMG International Stock Fund None None
CMG Short Term Bond Fund None None
CMG High Yield Fund None None
CMG Fixed Income Securities Fund None None
CMG Enhanced S&P 500 Fund None None
CMG Small Cap Value Fund None None
CMG Small Cap Growth Fund None None
CMG Mid Cap Value Fund None None
CMG Mid Cap Growth Fund None None
[CMG Large Cap Value Fund] None None
[CMG Large Cap Growth Fund] None None
AGGREGATE DOLLAR RANGE OF FUND SHARES
IN FUNDS OVERSEEN BY DIRECTOR OR
NOMINEE IN FAMILY OF INVESTMENT
COMPANIES: OVER $100,000 $1-10,000
* Because Ms. Verville's share ownership in the Liberty Funds is held through
her deferred compensation plan, her ownership is not required to be
disclosed.
As of July 31, 2003, none of the disinterested trustees or nominees 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
Each disinterested director receives an annual aggregate fee of $30,000
for his services as a director of the Columbia Funds and trustee of the CMG Fund
Trust, plus an additional $4,000 for each regular board meeting attended and
$1,000 for each special board meeting attended, and is reimbursed for expenses
incurred in attending all meetings. Each disinterested trustee also receives
$500 for each board committee meeting in which the trustee participates. Each
disinterested trustee serving on the Audit Committee (other than any chairman of
the Audit Committee) is entitled to an additional annual aggregate fee in the
amount of $1,000 for his services in this capacity, and any chairman of the
Audit Committee is entitled to an additional aggregate fee in the amount of
$2,000. None of the trustees receives any form of pension or retirement benefit
compensation from the Funds. One-third of the foregoing trustees' fees and
expenses are allocated equally among the Columbia Funds and the portfolios of
the CMG Fund Trust, and the remaining trustees' fees and expenses are allocated
in proportion to each fund's average daily net assets for the preceding fiscal
quarter. The following table sets forth compensation received by each Fund's
trustees for the fiscal year ended October 31,2002 who are standing for
reelection. No officer of the Funds received any compensation from the Funds in
2002. Upon approval of Proposal No. 1, the new boards will set the compensation
levels of the Liberty Fund's and the Columbia Fund's boards of
directors/trustees. (For the current fiscal year, a trustee of the Liberty Funds
is paid, in the aggregate, approximately $ _____________. The combined amount of
compensation paid to the Board will be more than the amount of compensation
received now. However, it is expected that the Trust will pay less on a pro rata
basis.
AGGREGATE COMPENSATION FROM FUND PATRICK J. SIMPSON RICHARD L. WOOLWORTH CHARLES R. NELSON
- ---------------------------------------- ------------------------- ---------------------- ------------------------
CMG Strategic Equity Fund $ 1,167 $ 1,167 $ 0
CMG Small Cap Fund 1,817 1,817 $ 0
CMG Small/Mid Cap Fund 972 972 $ 0
CMG International Stock Fund 814 814 $ 0
CMG Short Term Bond Fund 1,274 1,274 $ 0
CMG High Yield Fund 2,053 2,053 $ 0
CMG Fixed Income Securities Fund 832 832 $ 0
CMG Enhanced S&P 500 Fund $ 0 $ 0 $ 0
CMG Small Cap Value Fund $ 0 $ 0 $ 0
CMG Small Cap Growth Fund $ 0 $ 0 $ 0
CMG Mid Cap Value Fund $ 0 $ 0 $ 0
CMG Mid Cap Growth Fund $ 0 $ 0 $ 0
[CMG Large Cap Value Fund] $ 0 $ 0 $ 0
[CMG Large Cap Growth Fund] $ 0 $ 0 $ 0
TOTAL COMPENSATION FROM $57,000 $57,000 $120,182
FUND COMPLEX(1)(2)
(1) These amounts reflect the total compensation paid to each trustee for his
service (i) as a trustee of the Trust for the fiscal year ended October 31,
2002 and (ii) as a director of the 15 Columbia Funds for the calendar year
ended December 31, 2002, which is the most recently completed fiscal year
for each of the Columbia Funds. The CMG Enhanced S&P 500, Small Cap Value,
Small Cap Growth, Mid Cap Value, Mid Cap Growth, Large Cap Value, and Large
Cap Growth Funds were not in existence as of October 31, 2002. Mr. Nelson
was elected as a trustee of each of the Columbia Funds in July 2002. Mr.
Nelson was elected as a trustee of CMG Fund Trust on January 27, 2003 and
received no compensation from CMG Fund Trust in 2002. Messrs. Woolworth and
Simpson did not receive compensation from any of the Liberty Funds in 2002.
(2) Mr. Nelson's total compensation includes compensation for his service in
2002 as an independent trustee of Liberty Funds.
REQUIRED VOTE
If a quorum of shareholders is present for a Fund at the Special
Meeting, the twelve nominees for election as trustees who receive the greatest
number of votes cast at the Special Meeting will be elected trustees of the
Fund. 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 what further action should be taken.
THE BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE "FOR" THE ELECTION OF
EACH OF THE NOMINEES UNDER PROPOSAL 1.
INFORMATION ON THE FUNDS' INDEPENDENT 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 of Trustees, including a majority of the independent
trustees, has selected PricewaterhouseCoopers LLP to be the Trust's independent
public accountants to audit and certify each Fund's financial statements for the
fiscal year ended July 31, 2003.
The independent accountants examine annual financial statements for the
Funds and provide other non-audit and tax-related services to 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.
PricewaterhouseCoopers LLP has no direct or material indirect financial
interest in any Fund 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.
FEES PAID TO PRICEWATERHOUSECOOPERS LLP
Audit Fees. For the fiscal year ended October 31, 2002, the
approximate fee for professional services rendered for the audit of the annual
financial statements of each of the Funds was as follows:
FUND NAME 2002
CMG Strategic Equity Fund $
CMG Small/Mid Cap Fund $
CMG Small Cap Fund $
CMG International Stock Fund $
CMG Short Term Bond Fund $
CMG Fixed Income Securities Fund $
CMG High Yield Fund $
CMG Enhanced S&P 500 Fund $0
CMG Small Cap Value Fund $0
CMG Small Cap Growth Fund $0
CMG Mid Cap Value Fund $0
CMG Mid Cap Growth Fund $0
[CMG Large Cap Value Fund] $0
[CMG Large Cap Growth Fund] $0
TOTAL AUDIT FEES $
Audit-Related Fees. For the fiscal year ended October 31, 2002,
PricewaterhouseCoopers was paid approximately $_________ for assurance and
related services in connection with its performance of each audit. These
services related to the review of SEC filings and certain procedures performed
relating to fund mergers.
Tax Fees. For the fiscal year ended October 31, 2002,
PricewaterhouseCoopers LLP was paid approximately $____________ for tax-related
services rendered to the Funds. These amounts include services for tax reporting
and documentation, tax compliance and tax advice.
All Other Fees. For the fiscal year ended October 31, 2002,
PricewaterhouseCoopers LLP was paid approximately $____________ for all other
services rendered to the Funds. These services included non-audit procedures
performed upon the conversion of the Funds' accounting system. In addition, for
the fiscal year ended October 31, 2002, PricewaterhouseCoopers LLP was paid
approximately $______________ for all other non-audit services rendered to the
Adviser and any entity controlling, controlled by, or under common control with
the Adviser that provides ongoing services to the Funds. These fees primarily
relate to the audits of the Funds' Adviser and distributor and required internal
control reports for the Funds' transfer agent. The Funds changed their transfer
agent and distributor and the fees paid by those additional entities are
included above.
Audit Committee's Pre-Approval Policies and Procedures. The Trust's
Audit Committee adopted a Policy for Engagement of Independent Auditors For
Audit and Non-Audit Services on July 30, 2003
(the "Policy") which establishes the policies and procedures for pre-approval of
audit and non-audit services provided to any Fund, its Adviser and certain of
its Adviser's affiliates by the Trust's independent auditors. The Policy uses a
combination of specific and general pre-approval procedures.
On a yearly basis, at a regularly scheduled meeting of the Audit
Committee, each Fund's Chief Financial Officer or Treasurer submits to the
committee schedules of the types of services to be provided for the next fiscal
year that are subject to general pre-approval. The schedules provide a
description of each type of service that is subject to general pre-approval and,
where possible, fee caps for each service. The Audit Committee then reviews and
approves the types of services to be provided for the next fiscal year and may
add to, or subtract from, the list of general pre-approved services from time to
time.
If, subsequent to the approval of the schedules of pre-approved
services, a Fund or Adviser determines that it would like to the engage the
independent auditors to perform a service not included on the pre-approved
schedule, the Fund will need specific approval. The Fund's management is
required to provide the Audit Committee a written explanation detailing the
proposed engagement and why the work is being proposed to be performed by the
independent auditor. The Fund's Chief Financial Officer or Treasurer is required
to arrange for a discussion of the proposed service at the next scheduled Audit
Committee meeting. In the event timing for the project is critical and needs to
be considered before the next meeting of the Audit Committee, a pre-designated
committee member may approve or deny the request on behalf of the Audit
Committee. In the pre-designated member's discretion, a special meeting of the
Audit Committee may be called to consider the proposal. In any case, the
independent auditor may not commence any such project unless and until specific
approval has been given.
Because the Audit Committee's pre-approval policies and procedures were
implemented after the completion of the audit for the last fiscal year, none of
the non-audit fees described above was pre-approved by the Audit Committee. The
Adviser and Trust's Audit Committee considered whether these non-audit services
rendered by PricewaterhouseCoopers LLP were compatible with maintaining the
independence of PricewaterhouseCoopers LLP in its audit of the Funds.
PricewaterhouseCoopers LLP, in accordance with Independence Standards Board
Standard No. 1, has confirmed to the Trust's Audit Committee in a letter dated
April 22, 2003 that they are independent accountants (within the meaning of
federal securities laws) with respect to the Fund.
EXECUTIVE OFFICERS OF THE TRUST
The officers of the Trust are listed below, together with their
addresses, ages and principal business occupations. 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. Unless stated
otherwise, 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
- --------------------------------- --------------- --------------------- ------------------------------------------------
J. Kevin Connaughton (38) Chief Since December 2002 Treasurer of Liberty Funds, Liberty All-Star
245 Summer Street Financial Funds, Stein Roe Funds and Galaxy Funds;
Boston, MA 02110 Officer Senior Vice President of Liberty Funds Group
LLC. Prior to his current positions, Mr.
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.
Jeff B. Curtis (49) President and 3 Years Managing Director, Executive Vice President
Assistant and Chief Operating Officer-West Coast of the
Secretary Adviser. Prior to his current positions with
the Adviser, Mr. Curtis was President, Senior
Vice President and General Counsel of the
Adviser. Mr. Curtis is also currently the
President of Columbia Trust Company and
Columbia Financial Center Incorporated,
affiliates of the Adviser.
Richard J. Johnson (45) Chief Since January 2003 Head of Equities/Portland and Senior Vice
Investment President of the Adviser; Chief Investment
Officer and Officer and Senior Vice President of Columbia
Senior Vice Trust Company. Prior to his current positions
President with the Adviser, Mr. Johnson was Chief
Investment Officer and Vice President of the
Adviser.
Joseph A. Palombo (50) Vice President Since January 2003 Chief Operating Officer of Columbia Management
One Financial Center Group, Inc. (the parent of the Adviser) since
Boston, MA 02111 December 2001; Director, Executive Vice
President and Chief Operating Officer of the
Adviser since April 2003; (formerly Chief
Operations Officer of Mutual Funds, Liberty
Financial Companies, Inc. from August 2000 to
November, 2001; Executive Vice President of
Stein Roe & Farnham Incorporated (Stein Roe)
from April 1999 to April 2003; Director of
Colonial Management Associates, Inc. from April
1999 to April 2003; Director of Stein Roe from
September 2000 to April 2003); President of
Liberty Funds since February 2003; Manager of
Stein Roe Floating Rate Limited Liability
Company since October 2000 (formerly Vice
President of Liberty Funds from April, 1999 to
August 2000; Chief Operating Officer and Chief
Compliance Officer, Putnam Mutual Funds from
December 1993 to March 1999).
Mark A. Wentzien (43) Secretary 3 Years Vice President of the Adviser. Prior to his
current positions, Mr. Wentzien was Associate
Counsel of the Adviser.
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.
The Adviser is the Funds' administrator.
OTHER MATTERS TO COME BEFORE THE SPECIAL MEETING
AND SHAREHOLDER PROPOSALS
Although the Notice of Special Meeting of Shareholders provides for the
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
changes 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 _______________, 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 POSTAGE-PAID ENVELOPE OR BY
FOLLOWING THE INSTRUCTIONS ON THE ENCLOSED VOTER INSTRUCTION INSERT.
By Order of the Board of Trustees,
Mark A. Wentzien
Secretary
Portland, Oregon
____________________, 2003
This proxy is solicited on behalf of the Board of Trustees of the Trust. The
Trust's Board of Trustees recommends that you vote IN FAVOR of the Proposal.
This proxy will be voted in accordance with the shareholder's best judgment in
any other matter. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE
MANNER DIRECTED HEREIN AND ABSENT DIRECTION WILL BE VOTED "FOR" EACH ITEM BELOW.
PLEASE MARK VOTES AS IN THIS EXAMPLE:
1. Election of Trustees: To elect 12 trustees to the Trust:
01. Douglas A. Hacker 02. Janet Langford Kelly 03. Richard L. Lowry
04. William E. Mayer 05. Charles R. Nelson 06. John J. Neuhauser
07. Joseph A. Palombo 08. Patrick J. Simpson 09. Thomas E. Stitzel
10. Thomas C. Theobald 11. Anne-Lee Verville 12. Richard W. Woolworth
FOR WITHHOLD FOR ALL
ALL 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.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
---------------------------------------------
Note: Please sign exactly as your name
appears on this proxy card. When signing as
executor, administrator, attorney, trustee,
guardian, or as custodian for a minor, please
give your full title as such. If you are
signing for a corporation, please sign the
full corporate name and indicate the signer's
office. If the shareholder is a partner,
please sign in the partnership's name.
---------------------------------------------
Signature
---------------------------------------------
Signature (if held jointly)
---------------------------------------------
Date
PLEASE VOTE PROMPTLY
Your vote is important, no matter how many share you own. Please vote on the
reverse side of this proxy card and sign in the space(s) provided. Return your
completed proxy card in the enclosed envelope today.
You may receive additional proxies for other accounts. These are not duplicates:
you should sign and return each proxy card in order for your votes to be
counted.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. The signers of this
proxy hereby appoint each of Joseph R. Palombo, Jeff B. Curtis, and Mark A.
Wentzien proxies of the signers, with power of substitution, to vote at the
Special Meeting of Shareholders to be held in Portland, Oregon, on Tuesday,
October 7, 2003, and at any adjournments, as specified herein and in accordance
with their best judgment, on any other business that may properly come before
this meeting.
AFTER CAREFUL REVIEW, THE BOARD OF TRUSTEES UNANIMOUSLY HAS RECOMMENDED A VOTE
"FOR" ALL MATTERS.
EXHIBIT A
PRINCIPAL SHAREHOLDERS OF THE FUNDS
At August [__], 2003, 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 August [__], 2003, 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:
CMG SMALL CAP FUND
NAME AND ADDRESS SHARES OWNED OF RECORD AT_________, 2003
- ---------------- ----------------------------------------
CMG SMALL/MID CAP FUND
NAME AND ADDRESS SHARES OWNED OF RECORD AT , 2003
- ---------------- ----------------------------------------
CMG INTERNATIONAL STOCK FUND
NAME AND ADDRESS SHARES OWNED OF RECORD AT , 2003
- ---------------- ----------------------------------------
CMG STRATEGIC EQUITY FUND
NAME AND ADDRESS SHARES OWNED OF RECORD AT , 2003
- ---------------- ----------------------------------------
A-1
CMG SHORT TERM BOND FUND
NAME AND ADDRESS SHARES OWNED OF RECORD AT , 2003
- ---------------- ----------------------------------------
CMG FIXED INCOME SECURITIES FUND
NAME AND ADDRESS SHARES OWNED OF RECORD AT , 2003
- ---------------- ----------------------------------------
CMG HIGH YIELD FUND
NAME AND ADDRESS SHARES OWNED OF RECORD AT , 2003
- ---------------- ----------------------------------------
CMG ENHANCED S&P 500 FUND
NAME AND ADDRESS SHARES OWNED OF RECORD AT , 2003
- ---------------- ----------------------------------------
CMG SMALL CAP VALUE FUND
NAME AND ADDRESS SHARES OWNED OF RECORD AT , 2003
- ---------------- ----------------------------------------
CMG SMALL CAP GROWTH FUND
NAME AND ADDRESS SHARES OWNED OF RECORD AT , 2003
- ---------------- ----------------------------------------
CMG MID CAP VALUE FUND
NAME AND ADDRESS SHARES OWNED OF RECORD AT , 2003
- ---------------- ----------------------------------------
CMG MID CAP GROWTH FUND
NAME AND ADDRESS SHARES OWNED OF RECORD AT , 2003
- ---------------- ----------------------------------------
[CMG LARGE CAP VALUE FUND]
NAME AND ADDRESS SHARES OWNED OF RECORD AT , 2003
- ---------------- ----------------------------------------
[CMG LARGE CAP GROWTH FUND]
NAME AND ADDRESS SHARES OWNED OF RECORD AT , 2003
- ---------------- ----------------------------------------
A-2