DEF 14A 1 b47483cmdef14a.txt THE COUMBIA FUNDS 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 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. Columbia Strategic Value Fund, Inc.
-------------------------------------------------------------------------------- (Name of Registrant as Specified in its Charter) -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement if other than the Registrant) Payment of Filing Fee (Check the appropriate box): /X/ No fee required / / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(2) or Item 22(a)(2) of Schedule 14A / / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11 1) Title of each class of securities to which transaction applies: ------------------------------------------------------------ 2) Aggregate number of securities to which transaction applies: ------------------------------------------------------------ 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): ------------------------------------------------------------ 4) Proposed maximum aggregate value of transaction: ------------------------------------------------------------ 5) Total fee paid: ------------------------------------------------------------ / / 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: ------------------------------------------------------------ 2) Form, Schedule or Registration Statement No.: ------------------------------------------------------------ 3) Filing Party: ------------------------------------------------------------ 4) Date Filed: ------------------------------------------------------------ IMPORTANT NEWS FOR COLUMBIA FUNDS SHAREHOLDERS Dear Columbia Funds Shareholder, The Columbia Funds (the "Funds") 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 proposals regarding your Fund(s). The first proposal is to elect nine new directors and three of the incumbent directors to the Board of Directors of each of the Funds. Because of the retirement of two members of the Boards of Directors of the Funds (the "Boards"), the increase in size and complexity of the Funds and the increase in responsibility of fund directors generally imposed by recent legislative and regulatory actions, the Boards believe it is appropriate to increase the size of the Boards. To facilitate the expansion, the directors are proposing that the Boards be combined with the Liberty Funds boards. The Liberty Funds are a fund complex advised by the same investment adviser that advises the Columbia Funds, Columbia Management Advisors, Inc. Two of the Funds' directors, Mr. Simpson and Mr. Woolworth, will be joining the Liberty Funds' boards of trustees; one current Columbia director, Dr. Nelson, is already a Liberty Funds board member. The combination would add to the Boards the expertise and experience of nine new directors, would allow the Boards to appoint specialized committees and may reduce certain costs associated with maintaining the Boards. Shareholders holding shares in the Columbia Special Fund, the Columbia Small Cap Fund or the Columbia Strategic Value Fund are also each being asked to vote on a proposal to change the name of their Fund. The second proposal is to change the name of the Columbia Special Fund to "Columbia Mid Cap Growth Fund, Inc." The third proposal is to change the name of the Columbia Strategic Value Fund to "Columbia Strategic Investor Fund, Inc." The fourth and final proposal is to change the name of the Columbia Small Cap Fund to "Columbia Small Cap Growth Fund, Inc." The changed names will better describe the Funds' investment strategies, and passage of the third and fourth proposals will help reduce potential confusion with other funds managed by the Funds' advisor and distributor. As a shareholder, you will only be asked to vote on those proposals applicable to the Funds in which you hold shares. THE BOARD OF DIRECTORS OF EACH FUND RECOMMENDS THAT YOU VOTE FOR EACH OF THE PROPOSALS. 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. Your Fund 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 Shareholder 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 YOUR FUND 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, -s- Jeff B. Curtis JEFF B. CURTIS President SHC-60/897O-0803 Q&A VOTING THE PROPOSALS UNDER THE COLUMBIA FUNDS PROXY SOLICITATION The following questions and answers provide an overview of the key features of the proposals and of the information contained in this Joint Proxy Statement. Please review the full Joint Proxy Statement prior to casting your vote. 1. WHAT IS BEING PROPOSED? PROPOSAL NO. 1: The Board of Directors (each a "Board" and collectively the "Boards") of each of the Columbia Funds (each a "Fund" and collectively the "Funds") is proposing the election of nine new directors as well as three of the incumbent directors of each Fund's Board. PROPOSAL NOS. 2, 3 AND 4: Shareholders of the Columbia Special Fund, the Columbia Strategic Value Fund and the Columbia Small Cap Fund will be asked to vote on a separate proposal to change the name of their Fund. The Board is proposing changing the name of the Special Fund to "Columbia Mid Cap Growth Fund, Inc.," the name of the Strategic Value Fund to "Columbia Strategic Investor Fund, Inc.," and the Small Cap Fund to "Columbia Small Cap Growth Fund, Inc." 2. WHY IS THE ELECTION OF DIRECTORS BEING PROPOSED? Each Fund's Board currently has four directors (Messrs. James C. George, Patrick J. Simpson and Richard L. Woolworth and Dr. Charles R. Nelson). Pursuant to the Boards' retirement policy, Mr. George is required to retire from the Boards after the regular meeting scheduled to be held in July 2004. Mr. George has agreed to resign, however, as a director of each Fund upon election of the new nominees for director. Due to the size and complexity of the Funds, and an increase in the responsibilities of fund directors generally, the Boards believe it is appropriate to increase the size of the Boards. The expansion would be accomplished by electing to the Board of each of the Funds the current trustees of the Liberty Funds, a fund group also advised by Columbia Management Advisors, the Funds' adviser. The new directors would, among other things, add to the Boards' experience in evaluating distribution and consolidation issues that are of importance to the Funds. Two of the Funds' directors, Mr. Simpson and Mr. Woolworth, will be joining the Liberty Funds' board of trustees; one, Dr. Nelson, is already a Liberty Funds board member. In addition, by expanding the Boards, the directors will have the flexibility to appoint special committees to focus on specific matters. The combined Boards may also reduce the directors' and legal fees paid by the Funds. Please review the Proposal No. 1 section of this Joint Proxy Statement for more information. 3. HOW MANY VOTES ARE REQUIRED TO ELECT THE NEW DIRECTORS? If a quorum of shareholders is present at the Special Meeting, the 12 nominees who receive the greatest number of votes cast at the meeting will be elected directors. 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 Boards. Each Fund's Board of Directors recommends that you vote "FOR" the election of each of the nominees under proposal 1. 4. WHY ARE THE NAME CHANGES BEING PROPOSED FOR THE SPECIAL FUND, THE STRATEGIC VALUE FUND AND THE SMALL CAP FUND? The proposed new names for the Funds will more accurately reflect the investment strategy of the Funds. In addition, for the Strategic Value Fund and the Small Cap Fund, changing the names will help reduce potential confusion with other similarly named funds also managed by the Advisor. Please review the Proposal No. 2, Proposal No. 3 and Proposal No. 4 sections of this Joint Proxy Statement for more information. 5. HOW MANY VOTES ARE REQUIRED TO PASS PROPOSALS 2, 3 AND 4? If a quorum of shareholders is present at the Special meeting, proposals 2, 3 and 4 will be approved if the votes cast in favor of each proposal exceed the votes cast against it. Each Fund's Board of Directors recommends that you vote "FOR" proposals 2, 3 and 4. 6. WHY SHOULD I VOTE ON THESE PROPOSALS? As part owner of the Funds, 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 Fund shareholders. If we do not receive a proxy from you, it is possible that you will receive a call or letter from our solicitor requesting you to vote. 7. HAVE THE BOARDS OF DIRECTORS APPROVED THESE PROPOSALS? Yes, the Board of each Fund has reviewed the proposals applicable to the Fund and unanimously recommends that you vote "FOR" for the proposals before you. 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. COLUMBIA STRATEGIC VALUE FUND, INC. ------------------------------ NOTICE OF JOINT SPECIAL MEETINGS OF SHAREHOLDERS ------------------------------ To the Shareholders: Notice is given that a Joint Special Meeting of Shareholders (the "Special Meeting") of each of the mutual funds identified above, each an Oregon corporation (each a "Fund" and together the "Funds") will be held 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. To elect 12 directors to each of the Funds. 2. To change the name of the Columbia Special Fund, Inc. to the Columbia Mid Cap Growth Fund, Inc. 3. To change the name of the Columbia Strategic Value Fund, Inc. to the Columbia Strategic Investor Fund, Inc. 4. To change the name of the Columbia Small Cap Fund, Inc. to the Columbia Small Cap Growth Fund, Inc. 5. 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 21, 2003 are entitled to receive notice of and to vote at the Funds' Special Meeting and any adjournment thereof. By Order of the Boards of Directors -s- MARK A. WENTZIEN Mark A. Wentzien Secretary August 27, 2003 Portland, Oregon YOUR VOTE IS IMPORTANT SHAREHOLDERS OF A FUND WILL VOTE SEPARATELY ON EACH PROPOSAL THAT APPLIES TO THAT FUND. YOU WILL RECEIVE A PROXY CARD FOR EACH FUND IN WHICH YOU ARE INVESTED. THE BOARD OF DIRECTORS OF YOUR FUND RECOMMENDS THAT YOU VOTE "FOR" THE NOMINEES AND "FOR" EACH 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
(This page intentionally left blank) 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. COLUMBIA STRATEGIC VALUE FUND, INC. ------------------------------ JOINT PROXY STATEMENT ------------------------------ SPECIAL MEETINGS 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 Boards of Directors of each of the mutual funds identified above, each an Oregon corporation (each a "Fund" and collectively the "Funds"), to be voted at the Special Meeting of Shareholders (the "Special Meeting") of the Fund 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 Joint Special Meetings of Shareholders. If the enclosed proxy card or proxy cards are 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. 1 This Joint Proxy Statement and the related Notice of Joint Special Meetings of Shareholders are expected to be first mailed to shareholders of record on or about August 29, 2003. The principal executive offices of the Funds are located at 1301 SW Fifth 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 Funds at Liberty Funds Distributor, Inc., One Financial Center, Boston, MA 02111-2621, (ii) calling toll free 1-800-426-3750, or (iii) visiting the Funds' Web site at www.libertyfunds.com or 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 directors All 6 the nominees presented in proposal 1 2. To change the name of Columbia Special Fund, 23 the Columbia Special Inc. Fund, Inc. to the Columbia Mid Cap Growth Fund, Inc. 3. To change the name of Columbia Strategic 24 the Columbia Strategic Value Fund, Inc. Value Fund, Inc. to the Columbia Strategic Investor Fund, Inc. 4. To change the name of Columbia Small Cap 25 the Columbia Small Cap Fund, Inc. Fund, Inc. to the Columbia Small Cap Growth Fund, Inc.
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 21, 2003, the record date for the determination of Shareholders entitled to notice of and to vote at the 2 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 by class outstanding for each Fund as of the Record Date.
NUMBER OF SHARES NAME OF FUND AND CLASS OF SHARES OUTSTANDING -------------------------------- ---------------- Columbia Common Stock Fund, Inc.: Class A 12,543.088 33,355.988 Class B 6,559.477 Class D 25,810,527.532 Class Z Columbia Growth Fund, Inc.: Class A 171,366.540 31,662.066 Class B 14,520.665 Class D 607,301.332 Class G 36,846,095.062 Class Z Columbia Special Fund, Inc.: Class A 258,944.827 235,302.157 Class B 41,724.263 Class D 44,804.409 Class G 1,654,248.148 Class T 55,137,798.061 Class Z Columbia Small Cap Fund, Inc.: Class Z 29,049,698.502 Columbia Real Estate Equity Fund, Class A 510,886.055 Inc.: 217,010.996 Class B 155,030.769 Class D 41,950,746.227 Class Z Columbia Balanced Fund, Inc.: Class A 34,579.765 165,582.838 Class B 40,181.130 Class D 33,866,394.511 Class Z Columbia Daily Income Company: Class Z 903,581,691.456 Columbia Short Term Bond Fund, Inc.: Class A 4,237,898.302 3,109,287.844 Class B 2,111,119.562 Class D 187,099.349 Class G 3,272,475.722 Class T 49,923,670.787 Class Z
3
NUMBER OF SHARES NAME OF FUND AND CLASS OF SHARES OUTSTANDING -------------------------------- ---------------- Columbia Fixed Income Securities Fund, Class A 544,148.164 Inc.: Class B 329,284.658 193,896.806 Class D 38,911,725.436 Class Z Columbia Oregon Municipal Bond Fund, Class A 163,378.124 Inc.: Class B 72,734.306 56,996.997 Class D 39,705,952.076 Class Z Columbia High Yield Fund, Inc.: Class A 21,354,940.485 10,411,269.622 Class B 12,040,639.154 Class D 137,802,871.151 Class Z Columbia National Municipal Bond Fund, Class A 36,509.903 Inc.: Class B 58,839.194 41,695.911 Class D 1,450,870.759 Class Z Columbia Technology Fund, Inc.: Class A 54,115.932 211,619.888 Class B 2,508.768 Class D 2,894,716.781 Class Z Columbia Strategic Value Fund, Inc. Class A 3,778,972.450 209,032.082 Class B 43,967.425 Class D 14,000,167.082 Class Z
A quorum for the conduct of business at the Special Meeting of each Fund requires the presence, in person or by proxy, of holders of a majority of the outstanding shares of that Fund. If a quorum to transact business or the vote required to approve any proposal described in this Joint Proxy Statement is not present at the Special Meeting for a Fund, 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 the Fund's shares present in person or by proxy at the Special Meeting, even though less than a quorum. The persons 4 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. All classes of a Fund will vote together as a single class on each applicable proposal. 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: - By written notice of the proxy's revocation to Mark A. Wentzien, Secretary of each Fund, at the above address prior to the Special Meeting; - By the subsequent execution and return of another proxy prior to the Special Meeting; or - 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 director named in this Joint Proxy Statement and for Proposals 2, 3 and 4. 5 PRINCIPAL SHAREHOLDERS AND SHARES HELD BY MANAGEMENT Attached as Exhibit A is a list of all persons known by the Funds to be the record or beneficial owners of 5% or more of the outstanding shares of any Fund as of the Record Date. Exhibit A also shows the number of shares of each Fund owned by each director and nominee and by all directors, nominees and officers of the Funds 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 Funds have hired an unaffiliated proxy solicitor, Georgeson Shareholder Communications, Inc. ("Georgeson"), to assist in the solicitation of proxies. The estimated cost of Georgeson's services to the Funds ranges from approximately $152,000 to $335,000, depending upon the extent of services provided. 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 one-half by the Adviser and one-half by the Funds. PROPOSAL NO. 1: TO ELECT DIRECTORS OF THE FUND ALL FUNDS The first proposal to be considered at the Special Meeting is the election of directors of each Fund. The purpose of the proposal is to elect nine new directors, as well as three of the incumbent directors, to each Fund's Board of Directors (each a "Board" and together the "Boards"). None of the nominees listed below, except for Messrs. Patrick J. Simpson and Richard L. Woolworth and Dr. Charles R. Nelson, now serves as a director of any Fund. Each of the incumbent directors was previously elected to the Boards by the shareholders of the Funds and currently 6 oversees the 15 Funds and the 12 portfolios of the CMG Fund Trust (together, the "Columbia Funds"). The Adviser also serves as the investment adviser for each of the portfolios of the CMG Fund Trust. Each of Dr. Nelson and the proposed nine new directors now serve on the boards of trustees of the approximately 85 funds and portfolios of the Liberty Funds managed by the Adviser or affiliates of the Adviser (the "Liberty Funds"). The Boards currently have four directors. Under the Boards' retirement policy, each director of the Funds 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 Boards on April 30, 2003, and Mr. James C. George is required to retire from the Boards after the regular Board meeting currently scheduled to be held in July 2004. As a result, absent further action, the number of directors on the Board will be reduced to three by July 2004. The Boards believe that it is appropriate to replace the two retiring directors. In addition, because of the increase in size and complexity of the Columbia Funds over the past year and because of the increase in the responsibilities of fund directors generally imposed by recent legislative and regulatory actions, the Boards believe that it is appropriate to augment the size of the Boards. The Boards recognize that the identification, recruitment and assimilation of additional qualified directors would likely take significant time and require an increase in the directors' current compensation levels. To facilitate the expansion of the Boards, the Adviser has suggested that the members of the Columbia Funds boards 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 Columbia Funds boards and appointing 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 Columbia Funds and the Liberty Funds. Mr. George would resign from the Boards upon the election of the nominees at the Special Meeting. The proposed combination would permit the boards of the Columbia Funds and the Liberty Funds to meet concurrently and to develop uniform policies and procedures. The nine new directors would add to the Boards their expertise and the experience they have gained from serving on the boards of the Liberty Funds. Although the combined 7 boards 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 combined boards would delegate certain responsibilities to separate audit, governance, contracts and investments committees. Additionally, combining the boards may result in economies of scale, reducing certain fixed costs associated with the Boards. Accordingly, it is expected that the combined boards would require only one independent counsel and that based on current asset levels and compensation schedules, each Fund'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 directors of the Funds if there were no combination and only three new directors were added to replace the retiring directors. Following the board combination, the nine new directors would represent 75% of each of the Boards. Since Board action normally requires a majority vote, the new nominees would effectively control the Boards. 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. Simpson and Woolworth and Dr. Nelson 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. The new directors would have the same fiduciary duty to the Funds' shareholders as the continuing members, and approval of certain of the matters described above would require separate shareholder approval. In addition, all but two of the nine new director nominees are considered independent or "disinterested" under the Investment Company Act of 1940 (the "1940 Act"), as are the Funds' three incumbent directors. It is expected that the officers of the Liberty Funds will be appointed as officers of the Funds following the board combination. See "Executive Officers of the Funds." To provide certain assurances to the shareholders of the Funds, Columbia Management Group ("CMG"), the parent of the Adviser, has represented to the Funds, among other things, that: - there will be no material change in the investment management, distribution, administrative or shareholder services provided to the Funds as a direct result of the proposed combination, without prior discussion with the Boards; 8 - CMG will not propose any increase in fee schedules for contracts between the Funds and CMG or any of its affiliates for a period of two years from the date of completion of the proposed combination;1 - there are no pending or threatened claims against the Liberty Funds or their trustees or officers with respect to the activities or operations of the Liberty Funds; - CMG has provided the Boards with all information reasonably necessary for the Boards to evaluate the combination; - this Joint Proxy Statement complies with all requirements of the proxy rules, does not contain any statement that is false or misleading with respect to any material fact and does not omit to state any material fact necessary to make the statements herein not false or misleading; and - CMG will indemnify and hold harmless the Funds and the members of the Boards and their agents against any liability or expense incurred by them arising out of any misstatement or omission in any information provided by CMG, or breach of any of CMG's representations or warranties, in connection with the consideration of the combination by the Boards and the shareholders of the Funds. In addition, the Adviser has committed to pay one-half of the costs related to the solicitation of proxies and the Special Meeting. When the combination is completed, Mr. George has agreed to resign. The Adviser has committed to make an early retirement payment to Mr. George that is equivalent to the fees he would have received as a member of the combined boards prior to his scheduled retirement in July 2004. After the combination, the directors of the Funds will receive compensation for their services as directors and trustees of both the Columbia Funds and the Liberty Funds. The compensation of Messrs. Woolworth and Simpson will increase as a result of the --------------- 1 CMG has proposed a decrease in the Funds' transfer agency fees and an increase in the Funds' fund accounting fees that will result in a net savings to the Funds. The limitation on increases in fee schedules will apply to the Funds' transfer agency fees and fund accounting fees after this proposal has been implemented, which is expected to occur by November 1, 2003. 9 combination. The compensation for Dr. Nelson will decrease. See "Compensation of Directors." The Boards met in person or by telephone on nine occasions from January 30, 2003 to August 19, 2003 to discuss the proposed consolidation. A special committee of the Board comprised of Messrs. Simpson and Woolworth also met in person with members of the Liberty Funds boards on May 6 and 7, 2003 and August 12 and 13, 2003. On the basis of these and other meetings and the information and representations provided by the Adviser and CMG, the Boards unanimously approved the combination and determined to recommend the combination to the shareholders of the Funds. The 1940 Act generally provides that at all times a majority of directors of each Fund's Board must be elected by shareholders and that new directors cannot be elected by a board of directors to fill vacancies unless, after the election, two-thirds of the directors 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 directors 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 directors are elected and until their successors are elected and qualified. As permitted under Oregon law, the Funds are not required to hold, and do not anticipate holding, annual meetings. Thus, the directors will be elected for indefinite terms. Any director 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 directors. If a vacancy exists for any reason, the remaining directors may fill the vacancy by electing another director so long as two-thirds of the directors have been elected by shareholders. If at any time less than a majority of the directors holding office have been elected by shareholders, the directors then in office will call a shareholders' meeting within 60 days for the purpose of electing directors. As a condition to election as a director, in accordance with the Boards' retirement policy, each nominee will be required to submit in writing a resignation as a director that becomes effective as of the adjournment of the first 10 regularly scheduled meeting of the directors following the director's 72(nd) birthday. The Board of each Fund (other than the International Stock Fund) met eight times during 2002, and each incumbent director attended all of these meetings. The Board of the International Stock Fund met nine times, and each incumbent director attended all of these meetings. The Board of each Fund has three standing committees composed exclusively of all the Fund's disinterested directors, the Audit Committee, the Compensation Committee and the Nominating Committee. The Audit Committee considers and engages, on an annual basis, the independent auditors for each of the Funds, 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 director compensation. The Compensation Committee held one meeting in 2002. The Nominating Committee is responsible for selecting and nominating candidates for election to serve as directors. The Nominating Committee held one meeting in 2002 and will not consider nominees recommended by Fund shareholders. Set forth below are the 12 nominees for election as directors of each Fund (the "Nominees"), together with information about them. Other directorships include positions of director or trustee 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, which consists of the Columbia Funds, the Liberty Funds and all other registered funds managed by the Adviser and its affiliates (the "Fund Complex"). 11 DISINTERESTED DIRECTORS OR NOMINEES
NUMBER OF PORTFOLIOS IN FUND TERM OF COMPLEX OTHER POSITION(S) OFFICE AND PRINCIPAL OVERSEEN BY DIRECTORSHIPS NAME, ADDRESS HELD WITH LENGTH OF OCCUPATION(S) DIRECTOR OR HELD BY AND AGE FUNDS TIME SERVED* DURING PAST 5 YEARS NOMINEE DIRECTOR ------------- ----------- ------------ ------------------- ----------- ------------- Douglas A. Hacker(1) New N/A Executive Vice 112 None P.O. Box 66100 Nominee President -- Strategy Chicago, IL 60666 of United Airlines (47 years old) (airline) since December 2002 (formerly President of UAL Loyalty Services from September 2001 to December 2002; Executive Vice President and Chief Financial Officer from July 1999 to September 2001, and Senior Vice President and Chief Financial Officer from July 1994 to July 1999 of United Airlines). Janet Langford New N/A Executive Vice 112 None Kelly(1) Nominee President -- One Kellogg Square Corporate Battle Creek, MI Development and 49016 Administration, (45 years old) General 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).
12
NUMBER OF PORTFOLIOS IN FUND TERM OF COMPLEX OTHER POSITION(S) OFFICE AND PRINCIPAL OVERSEEN BY DIRECTORSHIPS NAME, ADDRESS HELD WITH LENGTH OF OCCUPATION(S) DIRECTOR OR HELD BY AND AGE FUNDS TIME SERVED* DURING PAST 5 YEARS NOMINEE DIRECTOR ------------- ----------- ------------ ------------------- ----------- ------------- Richard L. New N/A Private investor 112 None Lowry(1)(2) Nominee since August 1987 10701 Charleston Dr. (formerly Chairman Vero Beach, FL 32963 and Chief Executive (67 years old) Officer, U.S. Plywood Corporation (building products manufacturer)). Charles R. Nelson(1) Director Served for 1 Professor of 112 None Department of year Economics, Economics University of University of Washington, since Washington January 1976; Ford Seattle, WA 98195 and Louisa Van (61 years old) Voorhis Professor of Political Economy, University of Washington, since September 1993; Director, Institute for Economic 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. New N/A Academic Vice 115 Saucony, Inc. Neuhauser(1)(2)(3) Nominee President and Dean (athletic 84 College Road of Faculties since footwear). Chestnut Hill, MA August 1999, Boston 02467-3838 College (formerly (60 years old) Dean, Boston College School of Management from September 1977 to September 1999).
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NUMBER OF PORTFOLIOS IN FUND TERM OF COMPLEX OTHER POSITION(S) OFFICE AND PRINCIPAL OVERSEEN BY DIRECTORSHIPS NAME, ADDRESS HELD WITH LENGTH OF OCCUPATION(S) DIRECTOR OR HELD BY AND AGE FUNDS TIME SERVED* DURING PAST 5 YEARS NOMINEE DIRECTOR ------------- ----------- ------------ ------------------- ----------- ------------- Patrick J. Simpson(1) Director Served for 3 Lawyer, Perkins 112 None 1211 S.W. 5th Avenue Years Coie LLP. Suite 1500 Portland, OR 97204 (58 years old) Thomas E. Stitzel(1) New N/A Business consultant 112 None 2208 Tawny Woods Pl. Nominee since 1999 Boise, ID 83706 (formerly Professor (67 years old) of Finance from 1975 to 1999 and Dean from 1977 to 1991, College of Business, Boise State University); Chartered Financial Analyst. Thomas C. Theobald(1) New N/A Managing Director, 112 Anixter 27 West Monroe Nominee William Blair International Street, Capital Partners (network Suite 3500 (private equity support Chicago, IL 60606 investing) since equipment (66 years old) September 1994. distributor), Jones Lang LaSalle (real estate management services), MONY Group (life insurance) and Ventas, Inc. (healthcare REIT). Anne-Lee New N/A Author and speaker 113 Chairman of Verville(1)(3) Nominee on educational the Board, 359 Stickney Hill systems needs Enesco Group, Road (formerly General Inc. Hopkinton, NH 03229 Manager, Global (designed, (58 years old) Education Industry imported and from 1994 to 1997, distributed and President, giftware and Applications collectibles). Solutions Division from 1991 to 1994, IBM Corporation (global education and global applications)).
14
NUMBER OF PORTFOLIOS IN FUND TERM OF COMPLEX OTHER POSITION(S) OFFICE AND PRINCIPAL OVERSEEN BY DIRECTORSHIPS NAME, ADDRESS HELD WITH LENGTH OF OCCUPATION(S) DIRECTOR OR HELD BY AND AGE FUNDS TIME SERVED* DURING PAST 5 YEARS NOMINEE DIRECTOR ------------- ----------- ------------ ------------------- ----------- ------------- Richard L. Director Served for Chairman/CEO, The 112 The Regence Woolworth(1) 12 Years Regence Group (a Group, 100 S.W. Market St. healthcare Regence #1500 maintenance BlueCross Portland, OR 97207 organization). BlueShield of (62 years old) Oregon; NW Natural, a natural gas service provider
INTERESTED NOMINEES
NUMBER OF PORTFOLIOS TERM OF IN FUND OTHER POSITION(S) OFFICE AND PRINCIPAL COMPLEX DIRECTORSHIPS NAME, ADDRESS HELD WITH LENGTH OF OCCUPATION(S) OVERSEEN BY HELD BY AND AGE FUNDS TIME SERVED DURING PAST 5 YEARS DIRECTOR DIRECTOR ------------- ----------- ------------ ------------------- ----------- ------------- William E. New N/A Managing Partner, 114 Lee Mayer(1)(2)(4) Nominee Park Avenue Equity Enterprises 399 Park Avenue Partners (private (print Suite 3204 equity) since media), WR New York, NY 10022 February 1999 Hambrecht + (63 years old) (formerly Founding Co. partner, (financial Development Capital service LLC from November provider), 1996 to February First Health 1999). (healthcare) and the Reader's Digest Association, Inc. (publishing).
15
NUMBER OF PORTFOLIOS TERM OF IN FUND OTHER POSITION(S) OFFICE AND PRINCIPAL COMPLEX DIRECTORSHIPS NAME, ADDRESS HELD WITH LENGTH OF OCCUPATION(S) OVERSEEN BY HELD BY AND AGE FUNDS TIME SERVED DURING PAST 5 YEARS DIRECTOR DIRECTOR ------------- ----------- ------------ ------------------- ----------- ------------- Joseph R. New Vice Executive Vice 113 None Palombo(2)(4) Nominee; President President and Chief 245 Summer Street Vice since Operating Officer Boston, MA 02210 President January of CMG since (50 years old) 2003 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 and Galaxy Funds since February 2003 (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
16
NUMBER OF PORTFOLIOS TERM OF IN FUND OTHER POSITION(S) OFFICE AND PRINCIPAL COMPLEX DIRECTORSHIPS NAME, ADDRESS HELD WITH LENGTH OF OCCUPATION(S) OVERSEEN BY HELD BY AND AGE FUNDS TIME SERVED DURING PAST 5 YEARS DIRECTOR DIRECTOR ------------- ----------- ------------ ------------------- ----------- ------------- 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 directors or nominees listed above. --------------- * Each director serves for an indefinite term until the date the director resigns, retires or is removed in accordance with the Bylaws of each Fund. (1) Includes service as a director or trustee of the Funds, CMG Fund Trust (12 funds) and the Liberty Funds (85 funds). (2) Mr. Lowry, Mr. Neuhauser and Mr. Mayer each serve as directors of the Liberty All-Star Funds, currently consisting of two 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 managed by the Adviser. Mr. Palombo is an interested director of 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 Funds have, 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 director and nominee for director of the Funds as of July 31, 2003 of (i) each individual Fund and (ii) all of the funds in the Fund Complex: DISINTERESTED DIRECTORS OR NOMINEES:
DOUGLAS A. JANET LANGFORD RICHARD W. NAME OF FUND HACKER KELLY LOWRY ------------ ---------- -------------- ---------- Common Stock Fund None None None Balanced Fund None None None
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DOUGLAS A. JANET LANGFORD RICHARD W. NAME OF FUND HACKER KELLY LOWRY ------------ ---------- -------------- ---------- Growth Fund None None None Special Fund None $50,001-$100,000 None Small Cap Fund None None None International Stock Fund None None None Real Estate Equity Fund None None None Strategic Value Fund None None None Technology Fund None None None Columbia Daily Income Company None None None Fixed Income Securities Fund None None None Short Term Bond Fund None None None High Yield Fund None None None Oregon Municipal Bond Fund None None None National Municipal Bond Fund None None None AGGREGATE DOLLAR RANGE OF FUND SHARES IN FUNDS OVERSEEN BY DIRECTOR OR NOMINEE IN FUND COMPLEX: OVER $100,000 OVER $100,000 $10,001-$50,000
DR. CHARLES R. JOHN J. NAME OF FUND NELSON NEUHAUSER ------------ -------------- --------- Common Stock Fund None None Balanced Fund None None Growth Fund None None Special Fund $50,001-$100,000 None Small Cap Fund None None International Stock Fund $10,001-$50,000 None Real Estate Equity Fund None None Strategic Value Fund None None Technology Fund None None Columbia Daily Income Company None None Fixed Income Securities Fund None None
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DR. CHARLES R. JOHN J. NAME OF FUND NELSON NEUHAUSER ------------ -------------- --------- Short Term Bond Fund None None High Yield Fund None None Oregon Municipal Bond Fund None None National Municipal Bond Fund None None AGGREGATE DOLLAR RANGE OF FUND SHARES IN FUNDS OVERSEEN BY DIRECTOR OR NOMINEE IN FUND COMPLEX: OVER $100,000 OVER $100,000
PATRICK J. THOMAS E. NAME OF FUND SIMPSON STITZEL ------------ ---------- --------- Common Stock Fund None None Balanced Fund $1-$10,000 None Growth Fund $50,001-$100,000 None Special Fund $1-$10,000 None Small Cap Fund None None International Stock Fund None None Real Estate Equity Fund None None Strategic Value Fund None $10,001-$50,000 Technology Fund None None Columbia Daily Income Company None None Fixed Income Securities Fund None None Short Term Bond Fund None None High Yield Fund None None Oregon Municipal Bond Fund None None National Municipal Bond Fund None None AGGREGATE DOLLAR RANGE OF FUND SHARES IN FUNDS OVERSEEN BY DIRECTOR OR NOMINEE IN FUND COMPLEX: $50,001-$100,000 $50,001-$100,000
THOMAS C. ANNE-LEE RICHARD W. NAME OF FUND THEOBALD VERVILLE WOOLWORTH ------------ --------- -------- ---------- Common Stock Fund None None $10,001-$50,000 Balanced Fund None None None Growth Fund None None $1-$10,000 Special Fund None None $1-$10,000 Small Cap Fund None None $1-$10,000
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THOMAS C. ANNE-LEE RICHARD W. NAME OF FUND THEOBALD VERVILLE WOOLWORTH ------------ --------- -------- ---------- International Stock Fund None None $1-$10,000 Real Estate Equity Fund None None None Strategic Value Fund None None $1-$10,000 Technology Fund None None None Columbia Daily Income Company None None Over $100,000 Fixed Income Securities Fund None None None Short Term Bond Fund None None None High Yield Fund None None None Oregon Municipal Bond Fund None None $10,001-$50,000 National Municipal Bond Fund None None None AGGREGATE DOLLAR RANGE OF FUND SHARES IN FUNDS OVERSEEN BY DIRECTOR OR NOMINEE IN FUND COMPLEX: OVER $100,000 NONE* OVER $100,000
INTERESTED NOMINEES:
WILLIAM E. JOSEPH A. NAME OF FUND MAYER PALOMBO ------------ ---------- --------- Common Stock Fund None None Balanced Fund None None Growth Fund None None Special Fund None None Small Cap Fund None None International Stock Fund None None Real Estate Equity Fund None None Strategic Value Fund None None Technology Fund None None Columbia Daily Income Company None None Fixed Income Securities Fund None None Short Term Bond Fund None None High Yield Fund None None Oregon Municipal Bond Fund None None National Municipal Bond Fund None None AGGREGATE DOLLAR RANGE OF FUND SHARES IN FUNDS OVERSEEN BY DIRECTOR OR NOMINEE IN FUND COMPLEX: NONE NONE
20 --------------- * 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 directors 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 DIRECTORS Each disinterested director currently receives an annual aggregate fee of $30,000 for his services as a director of the 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 director also receives $500 for each board committee meeting in which the director participates. Each disinterested director 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 directors receives any form of pension or retirement benefit compensation from the Funds. One-third of the foregoing directors' fees and expenses are allocated equally among the Columbia Funds and the portfolios of the CMG Fund Trust, and the remaining directors' 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 directors for 2002 who are standing for reelection. No officer of the Funds received any compensation from the Funds in 2002.
PATRICK J. RICHARD L. DR. CHARLES R. AGGREGATE COMPENSATION FROM FUND SIMPSON WOOLWORTH NELSON -------------------------------- ---------- ---------- -------------- Common Stock Fund $ 3,330 $ 3,330 $ 1,601 Growth Fund $ 5,203 $ 5,203 $ 2,917 International Stock Fund $ 2,916 $ 2,916 $ 373 Special Fund $ 3,804 $ 3,804 $ 1,934 Small Cap Fund $ 3,533 $ 3,533 $ 1,743 Real Estate Fund $ 4,076 $ 4,076 $ 2,125 Balanced Fund $ 4,482 $ 4,482 $ 2,411 Columbia Daily Income Company $ 6,046 $ 6,046 $ 3,509
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PATRICK J. RICHARD L. DR. CHARLES R. AGGREGATE COMPENSATION FROM FUND SIMPSON WOOLWORTH NELSON -------------------------------- ---------- ---------- -------------- Short Term Bond Fund $ 1,393 $ 1,393 $ 240 Fixed Income Securities Fund $ 3,032 $ 3,032 $ 1,392 Oregon Municipal Bond Fund $ 3,092 $ 3,092 $ 1,434 High Yield Fund $ 2,655 $ 2,655 $ 1,127 National Municipal Bond Fund $ 1,108 $ 1,108 $ 40 Strategic Value Fund $ 2,189 $ 2,189 $ 799 Technology Fund $ 1,092 $ 1,092 $ 28 TOTAL COMPENSATION FROM FUND COMPLEX(1)(2) $57,000 $57,000 $120,182
--------------- (1) These amounts reflect the total compensation paid to each director for his service to the Columbia Funds (which was comprised in 2002 of the 15 Funds and 7 portfolios of the CMG Fund Trust) for the calendar year ended December 31, 2002. Dr. Nelson was elected as a director of each of the Funds in July 2002. Information includes compensation Messrs. Woolworth and Simpson received as trustees of CMG Fund Trust which is also advised by the Adviser. Dr. Nelson was elected as a trustee of the CMG Fund Trust on January 27, 2003 and received no compensation from the CMG Fund Trust in 2002. Messrs. Woolworth and Simpson did not receive compensation from any of the Liberty Funds in 2002. (2) Dr. Nelson's total compensation includes compensation for his service in 2002 as an independent trustee of the Liberty Funds. Upon approval of proposal 1, each disinterested director of the Funds will be compensated for his or her services as a director and trustee of the Funds, the CMG Fund Trust and the Liberty Funds. For such services, each disinterested director and trustee will receive an annual retainer of $45,000 and attendance fees of $8,000 for each regular joint board meeting in 2003 (increasing to $9,600 in 2004) and $1,000 for each special telephonic joint board meeting. Each director and trustee will be reimbursed for expenses incurred in attending all meetings. The chair of the Audit Committee will receive an annual retainer of $10,000 and the chairs of each of the Contracts Committee and the Governance Committee will receive an annual retainer of $5,000. Committee members will receive compensation of $2,000 for each meeting of the Audit Committee and $1,500 for each meeting of the other committees. This compensation schedule is now in effect for the trustees of the Liberty Funds, and it is not expected to change as a result of the combination of the Liberty Funds' boards with the Boards of the Funds. The aggregate amount of compensation to be paid to each of the Columbia Funds directors will be more than the amount of compensation 22 paid now. However, it is expected that each Fund will pay less to each director on a pro rata basis than if there were no combination. REQUIRED VOTE If a quorum of shareholders is present for a Fund at the Special Meeting, the 12 nominees for election as directors who receive the greatest number of votes cast at the Special Meeting will be elected directors 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. If the nominees are not approved by shareholders of a Fund, the Board of Directors will consider what further action should be taken. EACH FUND'S BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE ELECTION OF EACH OF THE NOMINEES UNDER PROPOSAL 1. PROPOSAL NO. 2: TO CHANGE THE NAME OF THE COLUMBIA SPECIAL FUND, INC. TO THE COLUMBIA MID CAP GROWTH FUND, INC. SPECIAL FUND At a meeting of the Board of Directors of the Columbia Special Fund, Inc. (the "Special Fund") on August 19, 2003, the Board voted unanimously to change the name of the Special Fund to "Columbia Mid Cap Growth Fund, Inc.", subject to approval by the Special Fund's shareholders. The Adviser believes the name change to Mid Cap Growth is more descriptive of the Fund's investment style. The Fund's investment objective of capital appreciation will remain the same. However, the Fund will now be required to invest 80% of its assets in the stocks of mid-cap companies, i.e., those stocks with a market capitalization substantially similar to the market capitalization of stocks in the Russell Midcap Index, which was $1.2 billion to $9.8 billion as of June 30, 2003. The 80% investment requirement will not materially affect the current investment practices of the Fund. Otherwise, the Fund's investment policies and restrictions as set forth in the Fund's prospectus and statement of additional information will not change. The Fund is required to provide 60 days' notice to shareholders if it decides to change the 80% investment requirement. If the Fund's shareholders approve proposal 2, the Special Fund's Amended and Restated Articles of Incorporation would be amended to 23 reflect the change of name from "Columbia Special Fund, Inc." to "Columbia Mid Cap Growth Fund, Inc." The 80% investment requirement will be effective upon appropriate disclosure being made in the Special Fund's prospectus and statement of additional information. REQUIRED VOTE If a quorum of shareholders is present at the Special Meeting, proposal 2 will be approved if the votes cast in favor of the proposal exceed the votes cast against it. THE FUND'S BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" PROPOSAL 2. PROPOSAL NO. 3: TO CHANGE THE NAME OF THE COLUMBIA STRATEGIC VALUE FUND, INC. TO THE COLUMBIA STRATEGIC INVESTOR FUND, INC. STRATEGIC VALUE FUND At a meeting of the Board of Directors of the Columbia Strategic Value Fund, Inc. (the "Strategic Value Fund") on August 19, 2003, the Board voted unanimously to change the name of the Strategic Value Fund to "Columbia Strategic Investor Fund, Inc.", subject to approval by the Strategic Value Fund's shareholders. The Fund's Adviser now manages a similarly named fund, the Liberty Strategic Income Fund. The Liberty Funds' board has approved the rebranding of this fund as the Columbia Strategic Income Fund. The Fund's Adviser and distributor believe the proposed new name will reduce potential confusion with the other fund in the Fund Complex when the rebranding is effected. In addition, the Adviser believes that this new name better reflects the investment style of the portfolio managers. While the Fund's investment objective of long-term growth of capital using a "value" approach remains unchanged, the value approach used by the Fund's portfolio managers devotes more attention to the growth and earnings of the companies they evaluate than is normally associated with a strict value fund. The Fund's investment policies and restrictions as set forth in the Fund's Prospectus and Statement of Additional Information will not change. If the Fund's shareholders approve proposal 3, the Fund's Amended and Restated Articles of Incorporation would be amended to reflect the change of name from "Columbia Strategic Value Fund, Inc." to "Columbia Strategic Investor Fund, Inc." 24 REQUIRED VOTE If a quorum of shareholders is present at the Special Meeting, proposal 3 will be approved if the votes cast in favor of the proposal exceed the votes cast against it. THE FUND'S BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" PROPOSAL 3. PROPOSAL NO. 4: TO CHANGE THE NAME OF THE COLUMBIA SMALL CAP FUND, INC. TO THE COLUMBIA SMALL CAP GROWTH FUND, INC. SMALL CAP FUND At a meeting of the Board of Directors of the Columbia Small Cap Fund Inc. (the "Small Cap Fund") on August 19, 2003, the Board voted unanimously to change the name of the Small Cap Fund to "Columbia Small Cap Growth Fund, Inc.", subject to approval by the Small Cap Fund's shareholders. This change is being made primarily to differentiate the Fund's name from that of a similarly-named fund in the Fund Complex, the Liberty Small Cap Fund. The Liberty Funds board has approved the rebranding of this fund as the Columbia Small Cap Fund. The Fund's Adviser and distributor believe the proposed new name will reduce potential confusion with the other fund in the Fund Complex when the rebranding is effected. This change is also being made to reflect more clearly the Fund's principal investment strategy. The name change clarifies that the Fund will focus on growth stocks. The Fund's investment objective and investment policies and restrictions as set forth in the Fund's Prospectus and Statement of Additional Information otherwise will not change, and the Fund will continue to be required to invest 80% of its assets in the stocks of small-cap companies, i.e., those stocks with a market capitalization, at the time of initial purchase, equal to or less than the largest stock in the S&P SmallCap 600 Index. The Fund is required to provide 60 days' notice to shareholders if it decides to change its policy of investing 80% of its assets in small cap stocks. If the Fund's shareholders approve proposal 4, the Fund's Amended and Restated Articles of Incorporation would be amended to reflect the change of name from "Columbia Small Cap Fund, Inc." to "Columbia Small Cap Growth Fund, Inc." 25 REQUIRED VOTE If a quorum of shareholders is present at the Special Meeting, proposal 4 will be approved if the votes cast in favor of the proposal exceed the votes cast against it. THE FUND'S BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" PROPOSAL 4. INFORMATION ON THE 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 each Fund, including a majority of the independent directors, has selected PricewaterhouseCoopers LLP to be the Fund's independent public accountants to audit and certify the Fund's financial statements for the fiscal year ending August 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 and the Adviser. PricewaterhouseCoopers LLP or one of its predecessors has been the independent public accountants for the Funds since 1967. FEES PAID TO PRICEWATERHOUSECOOPERS LLP Audit Fees. For the fiscal years ended December 31, 2001 and December 31, 2002, respectively, the approximate fee for professional 26 services rendered for the audit of the annual financial statements of each of the Funds were as follows:
FUND NAME 2002 2001 --------- -------- -------- Columbia Common Stock Fund.................. $ 29,900 $ 21,672 Columbia Growth Fund........................ $ 31,700 $ 20,610 Columbia International Stock Fund........... $ 36,800 $ 27,090 Columbia Special Fund....................... $ 33,500 $ 25,445 Columbia Small Cap Fund..................... $ 28,900 $ 24,965 Columbia Real Estate Equity Fund............ $ 24,500 $ 16,467 Columbia Technology Fund.................... $ 27,400 $ 20,185 Columbia Strategic Value Fund............... $ 28,600 $ 20,185 Columbia Balanced Fund...................... $ 33,900 $ 24,695 Columbia Short Term Bond Fund............... $ 26,500 $ 14,342 Columbia Fixed Income Securities Fund....... $ 32,000 $ 22,841 Columbia National Municipal Bond Fund....... $ 27,100 $ 19,122 Columbia Oregon Municipal Bond Fund......... $ 33,200 $ 26,028 Columbia High Yield Fund.................... $ 25,400 $ 16,467 Columbia Daily Income Company............... $ 26,100 $ 23,053 TOTAL AUDIT FEES............................ $445,500 $323,437
Audit-Related Fees. For the fiscal years ended December 31, 2001 and December 31, 2002, PricewaterhouseCoopers was paid approximately $-0- and $55,500, respectively, 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 years ended December 31, 2001 and December 31, 2002, PricewaterhouseCoopers LLP was paid approximately $73,000 and $58,700, respectively, 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 years ended December 31, 2001 and December 31, 2002, PricewaterhouseCoopers LLP was paid approximately $-0- and $87,000, respectively, 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 years ended December 31, 2001 and December 31, 2002, PricewaterhouseCoopers LLP was paid approximately $84,000 and $239,000, respectively, for all other services rendered to the Adviser and 27 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. During 2002, 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 Funds' 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 Fund'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, the Adviser or an Adviser affiliate determines that it would like to 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 28 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 Audit Committee of each Fund considered whether these non-audit services 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 Audit Committee for each Fund in a letter dated April 22, 2003 that they are independent accountants (within the meaning of federal securities laws) with respect to the Fund. 29 EXECUTIVE OFFICERS OF THE FUNDS The officers of the Funds 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. Unless stated otherwise, the business address of each officer is 1300 SW Sixth Avenue, Portland, Oregon 97201.
POSITION(S) HELD WITH LENGTH OF TIME PRINCIPAL OCCUPATION(S) NAME AND AGE FUNDS SERVED DURING PAST 5 YEARS ------------ ----------- ------------------- -------------------------- Vicki L. Benjamin (42) Vice Since July 2003 Controller of the Liberty One Financial Center President Funds and of the Liberty Boston, MA 02111 and All- Star Funds since May Principal 2002; Chief Accounting Accounting Officer of the Liberty Officer Funds and Liberty All-Star Funds since June 2001; Controller and Chief Accounting Officer of the Galaxy Funds since September 2002 (formerly Vice President, Corporate Audit, State Street Bank and Trust Company from May 1998 to April 2001; Audit Manager from July 1994 to June 1997; Senior Audit Manager from July 1997 to May 1998, Coopers & Lybrand, LLP. J. Kevin Connaughton (39) Chief Since December 2002 Treasurer of Liberty 245 Summer Street Boston, Financial Funds, Liberty All-Star MA 02110 Officer Funds, Stein Roe Funds and Galaxy Funds; 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.
30
POSITION(S) HELD WITH LENGTH OF TIME PRINCIPAL OCCUPATION(S) NAME AND AGE FUNDS SERVED DURING PAST 5 YEARS ------------ ----------- ------------------- -------------------------- Jeff B. Curtis (49) President 3 Years Managing Director, and Executive Vice President Assistant and Chief Operating Secretary Officer-West Coast of the 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 Investment and Senior Vice President Officer and of the Adviser; Chief Senior Vice Investment Officer and President Senior Vice President of Columbia Trust Company. Prior to his current positions with the Adviser, Mr. Johnson was Chief Investment Officer and Vice President of the Adviser.
31
POSITION(S) HELD WITH LENGTH OF TIME PRINCIPAL OCCUPATION(S) NAME AND AGE FUNDS SERVED DURING PAST 5 YEARS ------------ ----------- ------------------- -------------------------- Joseph R. Palombo (50) Vice Since January 2003 Executive Vice President One Financial Center President and Chief Operating Boston, MA 02111 Officer of Columbia Management Group, Inc., the parent of the Adviser, since 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.
If proposal 1 is approved, the Adviser will recommend that the combined Boards appoint the following individuals as officers of the Funds to conform to the officers of the Liberty Funds: Joseph Palombo as President, Kevin Connaughton as Treasurer, Vicki Benjamin as Chief Accounting Officer and Michael Clarke as Controller. Mark Wentzien will remain as Secretary until a successor is appointed. 32 ADDITIONAL INFORMATION Liberty Funds Distributor, Inc., One Financial Center, Boston, Massachusetts 02111-2621, is the principal underwriter for each of the Funds and is authorized under a distribution agreement with each Fund to sell shares of the Fund. Liberty Funds Services, Inc., One Financial Center, Boston, Massachusetts 02111, is the Funds' transfer and dividend crediting agent. State Street Bank & Trust Co., 225 Franklin Street, Boston, Massachusetts 02101, acts as the Funds' general custodian for both domestic and foreign securities. The Adviser is the Funds' administrator and provides certain administrative services to the Funds pursuant to a Pricing, Bookkeeping and Fund Administration Agreement. 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 of Directors has no knowledge of any matters to be presented at the meeting other than the matters described in this Joint 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. None of the Fund's Bylaws require that a Fund 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 none of the Funds holds regular meetings of 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 Fund mails its proxy materials. As of August 1, 2003, the Funds had not received any shareholder proposals and thus none is included in these proxy materials. 33 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 TO VOTE BY TELEPHONE BY FOLLOWING THE ENCLOSED INSTRUCTIONS. By Order of the Board of Directors, -s- MARK A. WENTZIEN Mark A. Wentzien Secretary Portland, Oregon August 27, 2003 34 EXHIBIT A PRINCIPAL SHAREHOLDERS OF THE FUNDS As of August 21, 2003, each director and all officers and directors, as a group, owned of record or beneficially less than 1% of the outstanding shares of each Fund. As of August 21, 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: COLUMBIA COMMON STOCK FUND -- CLASS A
PERCENT OF SHARES HELD NAME AND ADDRESS AT AUGUST 21, 2003 ---------------- ---------------------- US Clearing Corp 28.01% FBO 210-92171-13 26 Broadway New York NY 10004-1703 UBS Financial Services Inc. 11.11% Virginia Wooten Hudson 80 Stonehaven Circle Jackson TN 38305-1944 NFSC FBBO # W82-088994 9.95% NPS/FMTC IRA FBO Michael P Kahrs 9340 E Redfield #1053 Scottsdale AZ 85260-3779 Columbia Trust Company Roth IRA 9.71% Allison J. Kirchmer 4407 Mountain Cove Dr Charlotte NC 28216-7787 NFSC FBBO # W82-078085 7.30% Michael P. Kahrs 9340 E. Redfield Rd., Apt. 1053 Scottsdale AZ 85260-3779
A-1 COLUMBIA COMMON STOCK FUND -- CLASS B
PERCENT OF SHARES HELD NAME AND ADDRESS AT AUGUST 21, 2003 ---------------- ---------------------- Citigroup Global Markets Inc. 9.77% 00166G04417 333 West 34th St -- 3rd Floor New York NY 10001-2402 Merrill Lynch Pierce Fenner & Smith for the 6.90% Sole Benefit of Its Customers Attn Fund Administration #97E96 4800 Deer Lake Dr E Fl 2 Jacksonville FL 32246-6484 Citigroup Global Markets Inc. 5.88% 00171G13368 333 West 34th St -- 3rd Floor New York NY 10001-2402 Pershing LLC FBO 5.43% Karl L Lewin Trust Karl L Lewin TTEE DTD 10/25/91 117280788 1 Pershing Plz Jersey City NJ 07399-0002
COLUMBIA COMMON STOCK FUND -- CLASS D
PERCENT OF SHARES HELD NAME AND ADDRESS AT AUGUST 21, 2003 ---------------- ---------------------- American Enterprise Investment Svcs 34.56% FBO 223912391 PO Box 9446 Minneapolis MN 55440-9446 Attn Mutual Funds 27.10% Fiserv Securities Inc FAO 17669748 One Commerce Square 2005 Market Street Suite 1200 Philadelphia PA 19103-7008
A-2
PERCENT OF SHARES HELD NAME AND ADDRESS AT AUGUST 21, 2003 ---------------- ---------------------- UBS Financial Services Inc FBO 10.79% Zonnie B Odom Trust B Catherine Odom TTEE U/W 12/19/98 310 Grandys Mill Rd Williston SC 29853-3106 US Clearing Corp 8.68% FBO 172-05150-12 26 Broadway New York NY 10004-1703 UBS Financial Services Inc. 6.73% Barbara Lain Roth IRA 1102 Phillips Ave Dayton OH 45410-2633 UBS Financial Services Inc. FBO 6.73% Laurence Lain Roth IRA 1102 Phillips Ave Dayton OH 45410-2633
COLUMBIA COMMON STOCK FUND -- CLASS Z
PERCENT OF SHARES HELD NAME AND ADDRESS AT AUGUST 21, 2003 ---------------- ---------------------- Charles Schwab & Co Inc 11.11% Special Custody Acct for Exclusive of Customers Attn: Mutual Funds 101 Montgomery St San Francisco CA 94104-4122
A-3 COLUMBIA GROWTH FUND -- CLASS A
PERCENT OF SHARES HELD NAME AND ADDRESS AT AUGUST 21, 2003 ---------------- ---------------------- UBS Financial Services Inc. 7.34% UBS Financial Services Inc. FBO FBO Peter Peff 1000 Harbor Blvd PO Box 3321 Weehawken NJ 07086-8154
COLUMBIA GROWTH FUND -- CLASS B
PERCENT OF SHARES HELD NAME AND ADDRESS AT AUGUST 21, 2003 ---------------- ---------------------- Pershing LLC 15.06% P.O. Box 2052 Jersey City NJ 07303-2052 Pershing LLC 6.94% P.O. Box 2052 Jersey City NJ 07303-2052
COLUMBIA GROWTH FUND -- CLASS D
PERCENT OF SHARES HELD NAME AND ADDRESS AT AUGUST 21, 2003 ---------------- ---------------------- First Clearing LLC 27.95% A/C 3014-8172 Paul E Eklof Conduit IRA 191 Crystal Avenue Staten Island NY 10302-2525 UBS Financial Services Inc. 12.35% UBS Financial Services Inc. FBO Philip Perez PO Box 3321 Weehawken NJ 07086-8154
A-4
PERCENT OF SHARES HELD NAME AND ADDRESS AT AUGUST 21, 2003 ---------------- ---------------------- UBS Financial Services Inc. 10.94% Susan R Brigance & James R Brigance JTWROS 11650 Highland Colony Drive Roswell GA 30075-2197 LPL Financial Services 7.13% A/C 1142-8796 9785 Towne Centre Dr San Diego CA 92121-1968 Columbia Trust Company 5.99% High Technology Corporation Qingchun Wang 59 Mozart St E Rutherford NJ 07073-1331 Columbia Trust Company 5.91% Morrison & Head LP Chet W Morrison 9903 Sausalito Drive Austin TX 78759-6103 UBS Financial Services Inc. 5.79% UBS Financial Services Inc. FBO Phillip J Perez PO Box 3321 Weehawken NJ 07086-8154
COLUMBIA GROWTH FUND -- CLASS Z
PERCENT OF SHARES HELD NAME AND ADDRESS AT AUGUST 21, 2003 ---------------- ---------------------- Fleet National Bank 7.13% FBO Liberty Omnibus C/C Attn Various Accts PO Box 92800 Rochester NY 14692-8900
A-5 COLUMBIA INTERNATIONAL STOCK FUND -- CLASS B
PERCENT OF SHARES HELD NAME AND ADDRESS AT AUGUST 21, 2003 ---------------- ---------------------- Merrill Lynch Pierce Fenner & Smith 5.83% For the Sole Benefit of its Customers Attn Fund Administration #97188 4800 Deer Lake Dr E Fl 2 Jacksonville FL 32246-6484
COLUMBIA INTERNATIONAL STOCK FUND -- CLASS D
PERCENT OF SHARES HELD NAME AND ADDRESS AT AUGUST 21, 2003 ---------------- ---------------------- William A Schuchmann 5.06% 56 N Prospect St Ansonia CT 06401-1534
COLUMBIA INTERNATIONAL STOCK FUND -- CLASS Z
PERCENT OF SHARES HELD NAME AND ADDRESS AT AUGUST 21, 2003 ---------------- ---------------------- Fleet National Bank 31.64% FBO CMC Omnibus C/C Attn Various PO Box 92800 Rochester NY 14692-8900 Fleet National Bank 10.15% FBO CMC Omnibus C/R Attn Various PO Box 92800 Rochester NY 14692-8900
COLUMBIA SPECIAL FUND -- CLASS A
PERCENT OF SHARES HELD NAME AND ADDRESS AT AUGUST 21, 2003 ---------------- ---------------------- Charles Schwab & Co Inc 19.85% Special Custody Acct for Exclusive of Customers Attn: Mutual Funds 101 Montgomery St San Francisco CA 94104-4122
A-6 COLUMBIA SPECIAL FUND -- CLASS D
PERCENT OF SHARES HELD NAME AND ADDRESS AT AUGUST 21, 2003 ---------------- ---------------------- Edward D Jones & Co F/A/Q 6.50% Beulah Mae Jones Mitchell TTEE U/A DTD 6/5/96 for EDJ# 277-03316-1-5 PO Box 2500 Maryland Hts MO 63043-8500 US Clearing Corp 5.71% FBO 236-21936-13 26 Broadway New York NY 10004-1703 US Clearing Corp 5.19% FBO 236-14719-11 26 Broadway New York NY 10004-1703
COLUMBIA SPECIAL FUND -- CLASS Z
PERCENT OF SHARES HELD NAME AND ADDRESS AT AUGUST 21, 2003 ---------------- ---------------------- Charles Schwab & Co Inc 9.80% Special Custody Acct for Exclusive of Customers Attn: Mutual Funds 101 Montgomery St San Francisco CA 94104-4122 Fleet National Bank 8.12% FBO CMC Omnibus C/C Attn Various PO Box 92800 Rochester NY 14692-8900 Standard Insurance Company 5.47% Attn: Separate Account A/P11D 1100 SW Sixth Avenue Portland OR 97204-1020
A-7 COLUMBIA SMALL CAP FUND -- CLASS Z
PERCENT OF SHARES HELD NAME AND ADDRESS AT AUGUST 21, 2003 ---------------- ---------------------- Saxon and Co 14.10% 40-40-090-9999464 Omnibus PO Box 7780-1888 Philadelphia PA 19182-0001 Charles Schwab & Co Inc 8.16% Special Custody Acct for Exclusive of Customers Attn: Mutual Funds 101 Montgomery St San Francisco CA 94104-4122 Northern Trust Co TTEE 6.26% Intermountain Health Care 401K PO Box 92994 Chicago IL 60675-2994 Standard Insurance Company 5.32% Attn: Separate Account A/P110 1100 SW Sixth Avenue Portland OR 97204-1020 Wells Fargo Bank MN NA 5.06% FBO Deseret Mutual Fund Thrift Plan 401K PO Box 1533 Minneapolis MN 55479-0001
A-8 COLUMBIA REAL ESTATE EQUITY FUND -- CLASS A
PERCENT OF SHARES HELD NAME AND ADDRESS AT AUGUST 21, 2003 ---------------- ---------------------- Charles Schwab & Co Inc 32.87% Special Custody Acct for Exclusive of Customers Attn: Mutual Funds 101 Montgomery St San Francisco CA 94104-4122 Nationwide Trust Co FSB 11.38% C/O IPO Portfolio Accounting PO Box 182029 Columbus OH 43218-2029
COLUMBIA REAL ESTATE EQUITY FUND -- CLASS D
PERCENT OF SHARES HELD NAME AND ADDRESS AT AUGUST 21, 2003 ---------------- ---------------------- First Clearing LLC 7.18% A/C 6326-2843 Arni L Nashbar And 8911 Bloomfield Blvd Sarasota FL 34238-4452
COLUMBIA REAL ESTATE EQUITY FUND -- CLASS Z
PERCENT OF SHARES HELD NAME AND ADDRESS AT AUGUST 21, 2003 ---------------- ---------------------- Charles Schwab & Co Inc 32.64% Special Custody Acct for Exclusive of Customers Attn: Mutual Funds 101 Montgomery St San Francisco CA 94104-4122 Fleet National Bank 12.99% FBO CMC Omnibus C/C Attn Various PO Box 92800 Rochester NY 14692-8900
A-9
PERCENT OF SHARES HELD NAME AND ADDRESS AT AUGUST 21, 2003 ---------------- ---------------------- National Financial Services LLC for the 10.57% Exclusive Benefit of Our Customers 200 Liberty St One World Financial Center New York NY 10281-1003 Fleet National Bank 5.51% FBO CMC Omnibus C/R Attn Various PO Box 92800 Rochester NY 14692-8900
COLUMBIA BALANCED FUND -- CLASS A
PERCENT OF SHARES HELD NAME AND ADDRESS AT AUGUST 21, 2003 ---------------- ---------------------- Frances A McConnell 17.64% 11866 Girdled Rd Concord OH 44077-8805 LPL Financial Services 12.34% A/C 2840-5622 9785 Towne Centre Dr San Diego CA 92121-1968 US Clearing Corp 10.58% FBO 210-92171-13 26 Broadway New York NY 10004-1703
A-10 COLUMBIA BALANCED FUND -- CLASS D
PERCENT OF SHARES HELD NAME AND ADDRESS AT AUGUST 21, 2003 ---------------- ---------------------- First Clearing Corp 37.82% A/C 7531-2533 Stephen A Kriso PA Pension Trust Fund 165 Bell Ave Hasbrouck Hts NJ 07604-1419 Legg Mason Wood Walker Inc 10.60% 277-05514-10 PO Box 1476 Baltimore MD 21203-1476 First Clearing Corp 9.24% A/C 7531-2532 Stephen A Kriso MD PA Pension Trust Fund DTD 12/1/73 165 Bell Ave Hasbrouck Hts NJ 07604-1419 First Clearing Corp 7.42% A/C 8587-5612 Rennie W Verbeek R/O IRA PCC Cust 219 Hayden Rd Groton MA 01450-2031 UBS Financial Services Inc. 6.12% Robert Breidenbaugh Carolyn Breidenbaugh JTWROS 369 E Church St Elmhurst IL 60126-3602
A-11 COLUMBIA BALANCED FUND -- CLASS Z
PERCENT OF SHARES HELD NAME AND ADDRESS AT AUGUST 21, 2003 ---------------- ---------------------- Charles Schwab & Co Inc 12.66% Special Custody Acct for Exclusive of Customers Attn: Mutual Funds 101 Montgomery St San Francisco CA 94104-4122
COLUMBIA SHORT TERM BOND FUND -- CLASS A
PERCENT OF SHARES HELD NAME AND ADDRESS AT AUGUST 21, 2003 ---------------- ---------------------- Bear Stearns Securities Corp 27.23% FBO 102-20883-20 1 Metrotech Ctr N Brooklyn NY 11201-3870 Charles Schwab & Co Inc 12.16% Special Custody Acct for Exclusive of Customers Attn: Mutual Funds 101 Montgomery St San Francisco CA 94104-4122 Pershing LLC 6.28% PO Box 2052 Jersey City NJ 07303-2052
A-12 COLUMBIA SHORT TERM BOND FUND -- CLASS D
PERCENT OF SHARES HELD NAME AND ADDRESS AT AUGUST 21, 2003 ---------------- ---------------------- Merrill Lynch Pierce Fenner & Smith 5.93% For the Sole Benefit of its Customers Attn Fund Administration #97896 4800 Deer Lake Dr E Fl 2 Jacksonville FL 32246-6484
COLUMBIA SHORT TERM BOND FUND -- CLASS G
PERCENT OF SHARES HELD NAME AND ADDRESS AT AUGUST 21, 2003 ---------------- ---------------------- Melody J Wilder 5.11% 4 Windsor St Haverhill MA 01830-4127
COLUMBIA SHORT TERM BOND FUND -- CLASS Z
PERCENT OF SHARES HELD NAME AND ADDRESS AT AUGUST 21, 2003 ---------------- ---------------------- Fleet National Bank 44.46% FBO CMC Omnibus C/C Attn Various PO Box 92800 Rochester NY 14692-8900 Fleet National Bank 16.22% FBO CMC Omnibus C/R Attn Various PO Box 92800 Rochester NY 14692-8900 Fleet National Bank 10.25% FBO CMC Omnibus R/R Attn Various PO Box 92800 Rochester NY 14692-8900
A-13 COLUMBIA FIXED INCOME SECURITIES FUND -- CLASS A
PERCENT OF SHARES HELD NAME AND ADDRESS AT AUGUST 21, 2003 ---------------- ---------------------- Charles Schwab & Co Inc 21.66% Special Custody Acct for Exclusive of Customers Attn: Mutual Funds 101 Montgomery St San Francisco CA 94104-4122 MCB Trust Services Cust. FBO 8.32% Meridian Trust & Investment Co TTEE Lawler-Wood, LLC 700 17th Street Suite 300 Denver CO 80202-3531 MCB Trust Services Cust. FBO 7.75% Meridian Trust & Investment Co TTEE The Eye Center of Oak Ridge, P 700 17th Street Suite 300 Denver CO 80202-3531
COLUMBIA FIXED INCOME SECURITIES FUND -- CLASS D
PERCENT OF SHARES HELD NAME AND ADDRESS AT AUGUST 21, 2003 ---------------- ---------------------- US Clearing Corp 6.47% FBO 237-09094-14 26 Broadway New York NY 10004-1703 Raymond James & Assoc Inc 5.07% FBO GEMPP IRA Bin# 77533040 880 Carillon Pkwy St Petersburg FL 33716-1100
A-14 COLUMBIA FIXED INCOME SECURITIES FUND -- CLASS Z
PERCENT OF SHARES HELD NAME AND ADDRESS AT AUGUST 21, 2003 ---------------- ---------------------- Charles Schwab & Co Inc 11.08% Special Custody Acct for Exclusive of Customers Attn: Mutual Funds 101 Montgomery St San Francisco CA 94104-4122 Wells Fargo Bank MN NA FBO 6.41% WF Agency A/C 12097802 Attn: Mutual Fund Ops PO Box 1533 Minneapolis MN 55480-1533 Wells Fargo Bank MN NA FBO 6.21% NW Def Comp Managed Fix Inc Fd Attn: Mutual Fund Ops PO Box 1533 Minneapolis MN 55480-1533
COLUMBIA OREGON MUNICIPAL BOND FUND -- CLASS A
PERCENT OF SHARES HELD NAME AND ADDRESS AT AUGUST 21, 2003 ---------------- ---------------------- American Enterprise Investment Svcs 18.74% FBO 303955031 PO Box 9446 Minneapolis MN 55440-9446 Pershing LLC 12.12% PO Box 2052 Jersey City NJ 07303-2052 Interra Clearing Services FBO 10.15% David A Johnson Janet M Johnson JTWROS Ten/WROS 7885 NE Todd Dr Corvallis OR 97330-9683
A-15
PERCENT OF SHARES HELD NAME AND ADDRESS AT AUGUST 21, 2003 ---------------- ---------------------- Dean Witter FBO 7.70% Gerould H Smith TTEE PO Box 250 New York NY 10008-0250
COLUMBIA OREGON MUNICIPAL BOND FUND -- CLASS B
PERCENT OF SHARES HELD NAME AND ADDRESS AT AUGUST 21, 2003 ---------------- ---------------------- Dain Rauscher Inc FBO 20.38% Gillici F Jackson Gillici F Jackson Revoclivtrust U/A DTD 09/01/1998 611 NW 30th St Corvallis OR 97330-5144 American Enterprise Investment Svcs 12.21% FBO 573612971 PO Box 9446 Minneapolis MN 55440-9446 First Clearing Corporation 7.83% A/C 2215-8028 Virginia B Whittaker Revocable Living Trust 11056 Bluff Creek Circle Anchorage AK 99515-2384 First Clearing Corp 7.44% A/C 4687-8053 Jeanette E John & Robert D John Tr 4451 Cobb Way Lake Oswego OR 97035-6566
A-16 COLUMBIA OREGON MUNICIPAL BOND FUND -- CLASS D
PERCENT OF SHARES HELD NAME AND ADDRESS AT AUGUST 21, 2003 ---------------- ---------------------- Dain Rauscher Inc FBO 22.70% Lewis F Roth Lewis F Roth Revoclivtrust U/A DTD 07/31/1991 4798 Becker Cir SE Albany OR 97322-7139 Pershing LLC 13.80% PO Box 2052 Jersey City NJ 07303-2052 LPL Financial Services 11.53% A/C 3925-8809 9785 Towne Centre Dr San Diego CA 92121-1968 American Enterprise Investment Svcs 7.19% FBO 307349171 PO Box 9446 Minneapolis MN 55440-9446 Dain Rauscher Inc FBO 7.12% Michael Rosenfield Ann Rosenfield TIC 60776 Currant Way Bend OR 97702-9133 NPSC FBBO # 0C3-185612 7.12% Frederick A J Kingery Frederick A J Kingery U/A 11/27/1995 4163 SW Greenleaf Ct Portland OR 97221-3271 Dain Rauscher Inc FBO 7.01% Ruth Lear Ruth C Lear Trust U/A DTD 09/13/1989 440 NW Elks Dr Apt 101 Corvallis OR 97330-3747
A-17
PERCENT OF SHARES HELD NAME AND ADDRESS AT AUGUST 21, 2003 ---------------- ---------------------- American Enterprise Investment Svcs 6.84% FBO 304417451 PO Box 9446 Minneapolis MN 55440-9446
COLUMBIA OREGON MUNICIPAL BOND FUND -- CLASS Z
PERCENT OF SHARES HELD NAME AND ADDRESS AT AUGUST 21, 2003 ---------------- ---------------------- Charles Schwab & Co Inc 6.37% Special Custody Acct for Exclusive of Customers Attn: Mutual Funds 101 Montgomery St San Francisco CA 94104-4122
COLUMBIA HIGH YIELD FUND -- CLASS A
PERCENT OF SHARES HELD NAME AND ADDRESS AT AUGUST 21, 2003 ---------------- ---------------------- Charles Schwab & Co Inc 39.00% Special Custody Acct for Exclusive of Customers Attn: Mutual Funds 101 Montgomery St San Francisco CA 94104-4122 Louisiana Worker Compensation 5.82% 2237 S Acadian Thruway Baton Rouge LA 70808-2371
COLUMBIA HIGH YIELD FUND -- CLASS D
PERCENT OF SHARES HELD NAME AND ADDRESS AT AUGUST 21, 2003 ---------------- ---------------------- Merrill Lynch Pierce Fenner & Smith for the 10.85% Sole Benefit of Its Customers Attn Fund Administration #97E96 4800 Deer Lake Dr E Fl 2 Jacksonville FL 32246-6484
A-18 COLUMBIA HIGH YIELD FUND -- CLASS Z
PERCENT OF SHARES HELD NAME AND ADDRESS AT AUGUST 21, 2003 ---------------- ---------------------- Charles Schwab & Co Inc 27.13% Special Custody Acct for Exclusive of Customers Attn: Mutual Funds 101 Montgomery St San Francisco CA 94104-4122 Fleet National Bank 20.60% FBO CMC Omnibus C/C Attn Various PO Box 92800 Rochester NY 14692-8900 National Financial Services LLC for the 13.99% Exclusive Benefit of Our Customers 200 Liberty St One World Financial Center New York NY 10281-1003 Fleet National Bank 7.67% FBO CMC Omnibus C/R Attn Various PO Box 92800 Rochester NY 14692-8900
COLUMBIA NATIONAL MUNICIPAL BOND FUND -- CLASS A
PERCENT OF SHARES HELD NAME AND ADDRESS AT AUGUST 21, 2003 ---------------- ---------------------- Dorothy W Powers 12.41% 12011 N 52nd St Tampa FL 33617-1443 LPL Financial Services 9.89% A/C 6910-8052 9785 Towne Centre Dr San Diego CA 92121-1968
A-19
PERCENT OF SHARES HELD NAME AND ADDRESS AT AUGUST 21, 2003 ---------------- ---------------------- UBS Financial Services Inc. 9.20% Carrie Shanle TTEE Rystrom Family Trust DTD 8-19-94 3914 25th St Apt 20 Columbus NE 68601-2275 American Enterprise Investment Svcs 8.83% FBO 217284721 PO Box 9446 Minneapolis MN 55440-9446 UBS Financial Services Inc. 7.79% Robert R Braun Trustee Eva Braun Testatrust DTD 2-12-91 PO Box 183 Humphrey NE 68642-0183 Pershing LLC 6.94% PO Box 2052 Jersey City NJ 07303-2052 US Clearing Corp 5.12% FBO 147-03898-16 26 Broadway New York NY 10004-1703 Arlene M Omeara 5.07% 97 Glendale Ave Winsted CT 06098-1842
COLUMBIA NATIONAL MUNICIPAL BOND FUND -- CLASS B
PERCENT OF SHARES HELD NAME AND ADDRESS AT AUGUST 21, 2003 ---------------- ---------------------- Columbia Trust Company 19.42% Craig R Company Inc Craig R Rusert 1005 Redstone Ln Dunwoody GA 30338-2637
A-20
PERCENT OF SHARES HELD NAME AND ADDRESS AT AUGUST 21, 2003 ---------------- ---------------------- Raymond James & Assoc Inc 16.63% FBO Lenoir El Bin# 82251733 880 Carillon Pkwy St Petersburg FL 33716-1100 Pauline B Shapiro TTEE 8.27% J Bohm TTEE Pauline B Shapiro Trust 4910 Gadsen Dr Fairfax VA 22032-2215 NFSC FEBO # B36-232157 7.00% Lucille C Paquin Denise T Szymczuk 428 Iron Mine Hill Rd N Smithfield RI 02896-8163 Corinne Roudi 6.98% 1 Millbrook Rd Winsted CT 06098-3917 First Clearing Corp 6.52% A/C 7910-0223 Henrietta Sheridan 524 Cherry St Elizabeth NJ 07208-1826
COLUMBIA NATIONAL MUNICIPAL BOND FUND -- CLASS D
PERCENT OF SHARES HELD NAME AND ADDRESS AT AUGUST 21, 2003 ---------------- ---------------------- J J B Hilliard W L Lyons Inc 24.82% Mary Mason Community A/C 6085-8209 501 S 4th St Louisville KY 40202-2520 Pershing LLC 23.05% PO Box 2052 Jersey City NJ 07303-2052
A-21
PERCENT OF SHARES HELD NAME AND ADDRESS AT AUGUST 21, 2003 ---------------- ---------------------- First Clearing Corp 11.98% A/C 1155-7195 Daniel Andreucci & Jeanne P Andreucci 1657 Connor Rd South Park PA 15129-9036 US Clearing Corp 10.66% FBO 236-21831-19 26 Broadway New York NY 10004-1703 John Wist & Gladys Wist JT WROS 6.55% 12111 Faith Ln Bowie MD 20715-2302 US Clearing Corp 5.84% FBO 599-10131-10 26 Broadway New York NY 10004-1703 LPL Financial Services 5.76% A/C 7755-7245 9785 Towne Centre Dr San Diego CA 92121-1968 US Clearing Corp 5.68% FBO 592-08498-16 26 Broadway New York NY 10004-1703
COLUMBIA NATIONAL MUNICIPAL BOND FUND -- CLASS Z
PERCENT OF SHARES HELD NAME AND ADDRESS AT AUGUST 21, 2003 ---------------- ---------------------- Gunilla Finrow 7.68% 80 E Roanoke St Apt 7 Seattle WA 98102-3242
A-22
PERCENT OF SHARES HELD NAME AND ADDRESS AT AUGUST 21, 2003 ---------------- ---------------------- Fleet National Bank Cust 5.08% FBO Vijaykumar R Vashee Stock A/C A/C 0011635200 PO Box 92800 Rochester NY 14692-8900
COLUMBIA TECHNOLOGY FUND -- CLASS A
PERCENT OF SHARES HELD NAME AND ADDRESS AT AUGUST 21, 2003 ---------------- ---------------------- Pershing LLC 10.19% PO Box 2052 Jersey City NJ 07303-2052 Pershing LLC 8.34% PO Box 2052 Jersey City NJ 07303-2052 NFSC FEBO # W79-028819 7.12% Jonathan Krause 1447 S Crest Dr Los Angeles CA 90035-3339 Columbia Trust Company 5.95% Miller Financial Inc Patrick J Miller 3133 Coventry Waterford MI 48329-3213 US Clearing Corp 5.45% FBO 120-91596-13 26 Broadway New York NY 10004-1703
A-23 COLUMBIA TECHNOLOGY FUND -- CLASS B
PERCENT OF SHARES HELD NAME AND ADDRESS AT AUGUST 21, 2003 ---------------- ---------------------- NFSC FEBO # APW-359416 9.39% Robert Egan 66 Tall Timber Dr Brick NJ 08723-5669 NFSC FEBO # APX-735949 9.39% Statewide Conditioning Inc PO Box 3185 South Amboy NJ 08879-3185 NFSC FEBO # APW-749290 9.39% Suryakant Shukla Mruoula S Shukla 690 Soldier Hill Rd Oradell NJ 07649-1202 NFSC FEBO # APW-620572 9.39% NFS/FMTC IRA FBO Donna M Bauer 1739 Golfview Dr Kissimmee FL 34746-3840 NFSC FEBO # APW-212822 7.05% Robert Egan TTEE Statewide Conditioning P/S Plan PO Box 3185 South Amboy NJ 08879-3185
A-24 COLUMBIA TECHNOLOGY FUND -- CLASS D
PERCENT OF SHARES HELD NAME AND ADDRESS AT AUGUST 21, 2003 ---------------- ---------------------- Columbia Trust Company 61.33% Thomasville Home Furnishings of AZ Brandon D Levalley 4510 E Weaver Road Phoenix AZ 85050-6839 FIM Funding Inc 10.49% c/o Liberty Funds Group 100 Federal Street Mail Stop: MA DE 10021B Boston MA 02110-1802 Citigroup Global Markets Inc. 8.98% 00149505937 333 West 34th Street -- 3rd Floor New York NY 10001-2402 Raymond James & Assoc Inc. 7.50% FBO Barnett IRA Bin# 87998963 880 Carillon Pkwy St Petersburg FL 33716-1100 Prudential Securities FBO 7.48% Brian T Hill 139 S Acorn Dr Decatur IL 62521-2315
COLUMBIA STRATEGIC VALUE FUND -- CLASS A
PERCENT OF SHARES HELD NAME AND ADDRESS AT AUGUST 21, 2003 ---------------- ---------------------- Charles Schwab & Co Inc 19.07% Special Custody A/C for Benft Cust Attn Mutual Funds 101 Montgomery St San Francisco CA 94104-4122
A-25 COLUMBIA STRATEGIC VALUE FUND -- CLASS D
PERCENT OF SHARES HELD NAME AND ADDRESS AT AUGUST 21, 2003 ---------------- ---------------------- Citigroup Global Markets Inc. 24.74% 00112C19149 333 West 34th Street -- 3rd Floor New York NY 10001-2402 LPL Financial Services 5.98% A/C 4599-4330 9785 Towne Centre Dr San Diego CA 92121-1968 LPL Financial Services 5.01% A/C 1492-5738 9785 Towne Centre Dr San Diego CA 92121-1968
COLUMBIA STRATEGIC VALUE FUND -- CLASS Z
PERCENT OF SHARES HELD NAME AND ADDRESS AT AUGUST 21, 2003 ---------------- ---------------------- Charles Schwab & Co Inc 13.03% Special Custody Acct for Exclusive of Customers Attn: Mutual Funds 101 Montgomery St San Francisco CA 94104-4122 National Financial Services LLC for the 6.93% Exclusive Benefit of Our Customers One World Financial Center 200 Liberty St New York NY 10281-1003
A-26 (This page intentionally left blank) (This page intentionally left blank) [INSERT NAME OF FUND] This proxy is solicited on behalf of the Board of Directors of the Fund. The Fund's Board of Directors recommends that you vote IN FAVOR of [each/the] Proposal. This proxy, when properly executed, will be voted in the manner directed herein and, absent direction will be voted "FOR" each item below. This proxy will be voted in accordance with the holder's best judgment as to any other matter. PLEASE MARK VOTES AS IN THIS EXAMPLE: 1. Election of Directors: To elect 12 directors to the Fund: 01. Douglas A. Hacker 02. Janet Langford Kelly 03. Richard W. Lowry FOR WITHHOLD 04. William E. Mayer 05. Dr. Charles R. Nelson 06. John J. Neuhauser ALL ALL 07. Joseph A. Palombo 08. Patrick J. Simpson 09. Thomas E. Stitzel [ ] [ ] 10. Thomas C. Theobald 11. Anne-Lee Verville 12. Richard L. Woolworth
[ ] ----------------------------------------------------------- For all nominees except as noted above [INCLUDE APPLICABLE PROPOSAL BELOW FOR Columbia Special Fund, Inc./Columbia Strategic Value Fund, Inc./Columbia Small Cap Fund, Inc., AS APPLICABLE] [ ] 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.) 2. To change the name of the Columbia Special Fund, Inc. to the "Columbia Mid Cap Growth Fund, Inc." FOR AGAINST ABSTAIN Special Fund [ ] [ ] [ ] 3. To change the name of the Columbia Strategic Value Fund, Inc. to the "Columbia Strategic Investor Fund, Inc." FOR AGAINST ABSTAIN Strategic Value Fund [ ] [ ] [ ]
4. To change the name of the Columbia Small Cap Fund, Inc. to the "Columbia Small Cap Growth Fund, Inc." FOR AGAINST ABSTAIN Small Cap Fund [ ] [ ] [ ]
Mark box at right for address change and note new address at left. [ ] Please mark, sign, date and return this proxy promptly using the enclosed envelope. 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. For a joint account, either party may sign, but the name of the party signing should conform exactly to a name on the proxy card. ---------------------------------- Signature ---------------------------------- Signature (if held jointly) ---------------------------------- Date
PLEASE VOTE PROMPTLY Your vote is important, no matter how many shares you own. Please vote on the reverse side of this proxy card and sign in the space(s) provided. Return your completed proxy card in 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. THE BOARD OF DIRECTORS UNANIMOUSLY HAS RECOMMENDED A VOTE "FOR" ALL MATTERS. VOTE YOUR PROXY BY TELEPHONE! The enclosed proxy statement provides details on important issues affecting your funds. THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR ALL PROPOSALS. YOU CAN VOTE YOUR PROXIES BY TELEPHONE. IT IS EASY AND CONFIDENTIAL. A REMINDER -- if you vote by telephone, you should NOT mail your proxy card. INSTRUCTIONS FOR TELEPHONE VOTING: - Read the proxy statement. - With your proxy card available, call toll-free (877) 779-8683. - When prompted, enter the voter control number located in the upper left corner of your proxy card. - Follow the instructions provided. Telephone voting is available 24 hours a day, seven days a week. If you have questions regarding the meeting agenda or the execution of proxies, call a representative toll-free at (866) 238-4083. SHC-43/910O-0803 (08/03)