-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QyLvgjTBoBf9vbNdF4d3MA78i65ym0nZQY4Qsar9auNcSHG+AOQVsXzkGshME+lU sl4MMYvfVvqmwsj5clOVPA== 0000950135-05-003705.txt : 20050701 0000950135-05-003705.hdr.sgml : 20050701 20050701164650 ACCESSION NUMBER: 0000950135-05-003705 CONFORMED SUBMISSION TYPE: PRE 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050707 FILED AS OF DATE: 20050701 DATE AS OF CHANGE: 20050701 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COLUMBIA FUNDS TRUST VII CENTRAL INDEX KEY: 0000876980 IRS NUMBER: 541503200 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: PRE 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-06347 FILM NUMBER: 05933867 BUSINESS ADDRESS: STREET 1: ONE FINANCIAL CENTER CITY: BOSTON STATE: MA ZIP: 02111 BUSINESS PHONE: 6174263750 MAIL ADDRESS: STREET 1: ONE FINANCIAL CENTER CITY: BOSTON STATE: MA ZIP: 02111 FORMER COMPANY: FORMER CONFORMED NAME: LIBERTY FUNDS TRUST VII DATE OF NAME CHANGE: 19990422 FORMER COMPANY: FORMER CONFORMED NAME: COLONIAL TRUST VII DATE OF NAME CHANGE: 19950406 FORMER COMPANY: FORMER CONFORMED NAME: LIBERTY FINANCIAL TRUST DATE OF NAME CHANGE: 19930311 PRE 14A 1 b55619p6pre14a.txt COLUMBIA TRUST VII SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant /X/ Filed by a Party other than the Registrant / / Check the appropriate box: /X/ Preliminary Proxy Statement / / Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e) (2)) / / Definitive Proxy Statement / / Definitive Additional Materials / / Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12 Columbia Funds Trust I; Columbia Funds Trust III; Columbia Funds Trust IV; Columbia Funds Trust V; Columbia Funds Trust VI; Columbia Funds Trust VII; Columbia Funds Trust VIII, Columbia Funds Trust IX and Columbia Funds Trust XI - -------------------------------------------------------------------------------- (Name of Registrant as Specified in its Charter) - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement if other than the Registrant) Payment of Filing Fee (Check the appropriate box): /X/ No fee required / / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(2) or Item 22(a)(2) of Schedule 14A / / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 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: -------------------------------------------------------------------- Columbia Funds Trust I Columbia High Yield Opportunity Fund Columbia Strategic Income Fund Columbia Tax-Managed Growth Fund Columbia Tax-Managed Value Fund Columbia Funds Trust III Columbia Federal Securities Fund Columbia Global Equity Fund Columbia Intermediate Government Income Fund Columbia Liberty Fund Columbia Mid Cap Value Fund Columbia Quality Plus Bond Fund Columbia Funds Trust IV Columbia Municipal Money Market Fund Columbia Tax-Exempt Fund Columbia Tax-Exempt Insured Fund Columbia Utilities Fund Columbia Funds Trust V Columbia California Tax-Exempt Fund Columbia Connecticut Intermediate Municipal Bond Fund Columbia Connecticut Tax-Exempt Fund Columbia Florida Intermediate Municipal Bond Fund Columbia Intermediate Tax-Exempt Bond Fund Columbia Large Company Index Fund Columbia Massachusetts Intermediate Municipal Bond Fund Columbia Massachusetts Tax-Exempt Fund Columbia New Jersey Intermediate Municipal Bond Fund Columbia New York Intermediate Municipal Bond Fund Columbia New York Tax-Exempt Fund Columbia Rhode Island Intermediate Municipal Bond Fund Columbia Small Company Index Fund Columbia U.S. Treasury Index Fund Columbia Funds Trust VI Columbia Growth & Income Fund Columbia Small Cap Value Fund Columbia Funds Trust VII Columbia Newport Tiger Fund Columbia Funds Trust VIII Columbia Income Fund Columbia Intermediate Bond Fund Columbia Funds Trust IX Columbia High Yield Municipal Fund Columbia Managed Municipals Fund Columbia Funds Trust XI Columbia Asset Allocation Fund Columbia Dividend Income Fund Columbia Disciplined Value Fund Columbia Growth Stock Fund Columbia Large Cap Core Fund Columbia Large Cap Growth Fund Columbia Small Company Equity Fund Columbia Small Cap Fund Columbia Young Investor Fund (each, a "Fund"; and collectively, the "Funds") One Financial Center, Boston, Massachusetts 02111-2621 (617) 426-3750 [ ], 2005 Dear Shareholder: I am writing to you to ask for your vote on the following important matters that affect your investment in the Funds: (1) the election of Trustees for your Fund; and (2) the approval of amendments to and the elimination of certain fundamental investment restrictions of your Fund. If approved, each of these proposals will serve to facilitate efficient administration of and compliance monitoring for your Fund. Shareholders of Funds that are voting on certain merger transactions have received or will receive shortly separate proxy statements in connection with the merger transactions. This proxy statement is not a duplicate of the merger proxy statement. It is for a separate shareholder meeting called for the election of Trustees. Included in this booklet is information about the upcoming meeting of shareholders of the Funds (the "Special Meeting"): - A NOTICE OF SPECIAL MEETING OF SHAREHOLDERS OF EACH OF THE FUNDS, which summarizes the issues on which you are being asked to vote; and -1- - A PROXY STATEMENT FOR THE SPECIAL MEETING, which provides more detailed information on the specific issues being considered at the Special Meeting. ALSO ENCLOSED ARE YOUR BALLOT AND POSTAGE-PAID RETURN ENVELOPE. Although we would like very much to have each shareholder attend this meeting, we realize that it may not be possible. Whether or not you plan to be present, we need your vote. We urge you to record your voting instructions by telephone, via the Internet or by completing, signing and returning the enclosed proxy card(s) promptly. A postage-paid envelope is enclosed for mailing, and Internet voting instructions are listed at the top of your proxy card(s). Your vote is important. A prompt response on your part will help to ensure that your interests are represented. If you have any questions about the proposals, please call a Columbia customer service representative at (800) 426-3750 or contact your financial advisor. Sincerely yours, Christopher L. Wilson President -2- Columbia Funds Trust I Columbia High Yield Opportunity Fund Columbia Strategic Income Fund Columbia Tax-Managed Growth Fund Columbia Tax-Managed Value Fund Columbia Funds Trust III Columbia Federal Securities Fund Columbia Global Equity Fund Columbia Intermediate Government Income Fund Columbia Liberty Fund Columbia Mid Cap Value Fund Columbia Quality Plus Bond Fund Columbia Funds Trust IV Columbia Municipal Money Market Fund Columbia Tax-Exempt Fund Columbia Tax-Exempt Insured Fund Columbia Utilities Fund Columbia Funds Trust V Columbia California Tax-Exempt Fund Columbia Connecticut Intermediate Municipal Bond Fund Columbia Connecticut Tax-Exempt Fund Columbia Florida Intermediate Municipal Bond Fund Columbia Intermediate Tax-Exempt Bond Fund Columbia Large Company Index Fund Columbia Massachusetts Intermediate Municipal Bond Fund Columbia Massachusetts Tax-Exempt Fund Columbia New Jersey Intermediate Municipal Bond Fund Columbia New York Intermediate Municipal Bond Fund Columbia New York Tax-Exempt Fund Columbia Rhode Island Intermediate Municipal Bond Fund Columbia Small Company Index Fund Columbia U.S. Treasury Index Fund Columbia Funds Trust VI Columbia Growth & Income Fund Columbia Small Cap Value Fund Columbia Funds Trust VII Columbia Newport Tiger Fund Columbia Funds Trust VIII Columbia Income Fund Columbia Intermediate Bond Fund Columbia Funds Trust IX Columbia High Yield Municipal Fund Columbia Managed Municipals Fund Columbia Funds Trust XI Columbia Asset Allocation Fund Columbia Dividend Income Fund Columbia Disciplined Value Fund Columbia Growth Stock Fund Columbia Large Cap Core Fund Columbia Large Cap Growth Fund Columbia Small Company Equity Fund Columbia Small Cap Fund Columbia Young Investor Fund (each, a "Fund"; and collectively, the "Funds") One Financial Center, Boston, Massachusetts 02111-2621 (617) 426-3750 NOTICE OF SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON SEPTEMBER 16, 2005 To the Shareholders of the Funds. NOTICE IS HEREBY GIVEN that the Special Meeting of Shareholders of the Funds (the "Meeting") will be held at the offices of the Funds at One Financial Center, Boston, Massachusetts, on September 16, 2005, at 10:00 a.m. Boston time. The purpose of the Meeting is to consider and act upon the following matters: 1. To elect your Fund's nominees for Trustees. (TO BE VOTED ON SEPARATELY BY ALL SHAREHOLDERS OF EACH TRUST, VOTING TOGETHER WITH SHAREHOLDERS OF ALL FUNDS OF THAT TRUST.) 2. To approve amendments to and the elimination of certain fundamental investment restrictions of your Fund. (TO BE VOTED UPON BY THE SHAREHOLDERS OF EACH AFFECTED FUND, VOTING SEPARATELY BY FUND AND SEPARATELY ON EACH PROPOSED AMENDMENT OR ELIMINATION.) -3- 3. To transact such other business as may properly come before the Meeting, or any adjournment(s) thereof. The Board of Trustees has fixed the close of business on June 28, 2005, as the record date for the determination of the shareholders of the Funds entitled to notice of, and to vote at, the Meeting and any adjournments thereof. THE BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE FOR ALL OF THE PROPOSALS. By order of the Board of Trustees, R. Scott Henderson Secretary of the Funds [ ], 2005 NOTICE: YOUR VOTE IS IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES YOU OWN. PLEASE SEE THE ENCLOSED PROSPECTUS/PROXY STATEMENT AND OTHER MATERIALS FOR INSTRUCTIONS ON HOW TO VOTE EASILY AND QUICKLY. -4- Columbia Funds Trust I Columbia High Yield Opportunity Fund (HYOF) Columbia Strategic Income Fund (SIF) Columbia Tax-Managed Growth Fund (TMGF) Columbia Tax-Managed Value Fund (TMVF)* Columbia Funds Trust III Columbia Federal Securities Fund (FSF) Columbia Global Equity Fund (GEF) Columbia Intermediate Government Income Fund (IGIF)* Columbia Liberty Fund (LF) Columbia Mid Cap Value Fund (MCVF)* Columbia Quality Plus Bond Fund (QPBF) Columbia Funds Trust IV Columbia Municipal Money Market Fund (MMMF)* Columbia Tax-Exempt Fund (TEF) Columbia Tax-Exempt Insured Fund (TEIF) Columbia Utilities Fund (UF) Columbia Funds Trust V Columbia California Tax-Exempt Fund (CTEF) Columbia Connecticut Intermediate Municipal Bond Fund (CIMBF) Columbia Connecticut Tax-Exempt Fund (CCTEF) Columbia Florida Intermediate Municipal Bond Fund (FIMBF)* Columbia Intermediate Tax-Exempt Bond Fund (ITEBF) Columbia Large Company Index Fund (LCIF)* Columbia Massachusetts Intermediate Municipal Bond Fund (MIMBF) Columbia Massachusetts Tax-Exempt Fund (MTEF) Columbia New Jersey Intermediate Municipal Bond Fund (NJIMBF) Columbia New York Intermediate Municipal Bond Fund (NYIMBF) Columbia New York Tax-Exempt Fund (NYTEF) Columbia Rhode Island Intermediate Municipal Bond Fund (RIIMBF) Columbia Small Company Index Fund (SCIF)* Columbia U.S. Treasury Index Fund (USTIF) Columbia Funds Trust VI Columbia Growth & Income Fund (GIF)* Columbia Small Cap Value Fund (SCVF) Columbia Funds Trust VII Columbia Newport Tiger Fund (NTF)* Columbia Funds Trust VIII Columbia Income Fund (IF) Columbia Intermediate Bond Fund (IBF) Columbia Funds Trust IX Columbia High Yield Municipal Fund (HYMF) Columbia Managed Municipals Fund (MMF)* Columbia Funds Trust XI Columbia Asset Allocation Fund (AAF) Columbia Dividend Income Fund (DIF) Columbia Disciplined Value Fund (DVF) Columbia Growth Stock Fund (GSF) Columbia Large Cap Core Fund (LCCF) Columbia Large Cap Growth Fund (LCGF) Columbia Small Company Equity Fund (SCEF) Columbia Small Cap Fund (SCF) Columbia Young Investor Fund (YIF) (each italicized entity, a "Fund"; together with the other italicized entities, the "Funds"; each unitalicized entity, a "Trust"; together with the other unitalicized entities, the "Trusts"; each Fund with an asterisk, a "Merger Fund"; together with the other Funds with an asterisk, the "Merger Funds"#) One Financial Center, Boston, Massachusetts 02111-2621 (617) 426-3750 -------------------- PROXY STATEMENT -------------------- FOR THE SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON SEPTEMBER 16, 2005 - ------- # Shareholders of each of the Merger Funds are voting on certain merger transactions, and have received or will receive shortly separate proxy statements in connection with the merger transactions. This proxy statement is not a duplicate of the merger proxy statement. It is for a separate shareholder meeting called for the election of Trustees. -5- This Proxy Statement is being furnished in connection with the solicitation of proxies by the Board of Trustees (the "Board" or the "Trustees") of the Trusts for use at the special meeting of the shareholders of the Funds (the "Meeting") to be held at the offices of the Funds, One Financial Center, Boston, Massachusetts, on September 16, 2005, at 10:00 a.m. Boston time, and at any adjournment(s) thereof, for the purposes set forth in the accompanying Notice of Special Meeting of Shareholders (the "Notice"). The Notice, this Proxy Statement and the enclosed proxy card are first being mailed, or otherwise being made available, to shareholders on or about July 19, 2005. Please read this Proxy Statement and keep it for future reference. The Meeting has been called for the purpose of having the shareholders of the Funds consider and take action upon the proposals listed in the Notice (the "Proposals"). This Proxy Statement contains information you should know before voting on the Proposals. As described in greater detail below, while shareholders are being asked to amend and eliminate certain "fundamental" investment restrictions, this is being done solely to facilitate compliance testing through standardization and to enhance future flexibility. The Funds' investment advisor, Columbia Management Advisors, Inc. ("Columbia Management") generally has no present intention of changing the way that the Funds are managed in response to these proposals. The following is a list of the Proposals presented in this Proxy Statement and the Funds that are affected by such Proposals:
Proposal Affected Funds - -------------------------------------------- ------------------------------------------------------- Proposal 1: To approve the election of All Funds Trustees. Proposal 2.A.: To approve an amendment to All Funds except the Merger Funds certain Funds' fundamental investment restrictions with respect to borrowing money, pledging assets and issuing senior securities.
-6- Proposal 2.B.: To approve an amendment to All Funds except the Merger Funds certain Funds' fundamental investment restrictions with respect to making loans. Proposal 2.C.: To approve an amendment to Columbia Asset Allocation Fund certain Funds' fundamental investment Columbia Disciplined Value Fund restrictions with respect to diversification Columbia Dividend Income Fund of investments. Columbia Federal Securities Fund Columbia Global Equity Fund Columbia Growth Stock Fund Columbia High Yield Municipal Fund Columbia High Yield Opportunity Fund Columbia Income Fund Columbia Intermediate Bond Fund Columbia Intermediate Tax-Exempt Bond Fund Columbia Large Cap Core Fund Columbia Large Cap Growth Fund Columbia Liberty Fund Columbia Quality Plus Bond Fund Columbia Small Cap Fund
-7- Columbia Small Cap Value Fund Columbia Small Company Equity Fund Columbia Strategic Income Fund Columbia Tax-Exempt Fund Columbia Tax-Exempt Insured Fund Columbia Tax-Managed Growth Fund Columbia U.S. Treasury Index Fund Columbia Utilities Fund Columbia Young Investor Fund Proposal 2.D.: To approve an amendment to Columbia Asset Allocation Fund certain Funds' fundamental investment Columbia Connecticut Intermediate Municipal Bond Fund restrictions with respect to investments in Columbia Disciplined Value Fund commodities. Columbia Dividend Income Fund Columbia Growth Stock Fund Columbia High Yield Municipal Fund Columbia Income Fund Columbia Intermediate Bond Fund Columbia Intermediate Tax Columbia Large Cap Core Fund Columbia Large Cap Growth Fund Columbia Massachusetts Intermediate Municipal Bond Fund Columbia New Jersey Intermediate Municipal Bond Fund Columbia New York Intermediate Municipal Bond Fund Columbia Quality Plus Bond Fund Columbia Rhode Island Intermediate Municipal Bond Fund Columbia Small Cap Fund Columbia Small Company Equity Fund Columbia Tax-Managed Growth Fund Columbia U.S. Treasury Index Fund Columbia Young Investor Fund Proposal 2.E.: To approve an amendment to All Funds except the Merger Funds certain Funds' fundamental investment restrictions with respect to investments in real estate. Proposal 2.F.: To approve an amendment to All Funds except the Merger Funds certain Funds' fundamental investment restrictions with respect to underwriting of securities.
-8- Proposal 2.G.: To approve the elimination of Columbia California Tax-Exempt Fund certain Fund's fundamental investment Columbia Connecticut Tax-Exempt Fund restrictions with respect to purchasing Columbia Federal Securities Fund securities on margin. Columbia Global Equity Fund Columbia Liberty Fund Columbia Massachusetts Tax-Exempt Fund Columbia New York Tax-Exempt Fund Columbia Tax-Exempt Fund Columbia Tax-Exempt Insured Fund Columbia U.S. Treasury Index Fund Columbia Utilities Fund Proposal 2.H.: To approve the elimination of Columbia Global Equity Fund certain Funds' fundamental investment Columbia Growth Stock Fund restrictions with respect to investing for Columbia Income Fund the purpose of exercising control. Columbia Intermediate Bond Fund Columbia U.S. Treasury Index Fund Columbia Young Investor Fund Proposal 2.I.: To approve the elimination of Columbia U.S. Treasury Index Fund certain Funds' fundamental investment restrictions with respect to short sales. Proposal 2.J.: To approve an amendment to All Funds except the Merger Funds certain Funds' fundamental investment restrictions with respect to concentrating investments in an industry. Proposal 2.K.: To approve the elimination of Columbia U.S. Treasury Index Fund certain Funds' fundamental investment restrictions with respect to purchasing illiquid securities. Proposal 2.L.: To approve the elimination of Columbia U.S. Treasury Index Fund certain Funds' fundamental investment restrictions with respect to investing in securities of other investment companies. Proposal 2.M.: To approve the elimination of Columbia Small Cap Value Fund certain Funds' fundamental investment restrictions with respect to buying and selling puts and calls.
With respect to Proposal 1, the shareholders of each Fund in a Trust will vote together with the shareholders of all other Funds of that Trust on the election of Trustees. With respect to Proposal 2, the shareholders of each Fund will vote separately by Fund and separately on each Proposal 2.A. through 2.M. affecting the Fund. -9- Timely, properly executed proxies will be voted as you instruct. If no specification is made with respect to a Proposal, shares will be voted in accordance with the recommendation of the Board as to that Proposal. The solicitation is being made primarily by the mailing of this Proxy Statement and the accompanying proxy card. Supplemental solicitations of proxies may be made by personal interview, mail, telephone, facsimile or electronic mail ("e-mail") by officers and Trustees of your Fund, officers and employees of Columbia Management and other representatives of your Fund, as described below. Columbia Management will bear the costs incurred in connection with the solicitation of proxies, the costs of holding the Meeting, and other expenses associated with obtaining the approval of the Funds and their shareholders. Shareholders of record at the close of business on June 28, 2005 (the "Record Date") are entitled to receive notice of, and to vote at, the Meeting or any adjournment(s) thereof. Shareholders of a Fund that is a series of Columbia Funds Trust I, Columbia Funds Trust III, Columbia Funds Trust IV, Columbia Funds Trust V, Columbia Funds Trust VI and Columbia Trust VII on the Record Date shall be entitled to one vote for each whole share held, as to any matter on which they are entitled to vote, and each fractional share shall be entitled to a proportionate fractional vote. Shareholders of a Fund that is a series of Columbia Funds Trust VIII, Columbia Funds Trust IX and Columbia Funds Trust XI on the Record Date shall be entitled to a number of votes on any matter on which they are entitled to vote equal to the net asset value of the share (or fractional share) in United States dollars determined at the close of business on the Record Date (for example, a share having a net asset value of $10.50 would be entitled to 10.5 votes). I. PROPOSAL 1: ELECTION OF TRUSTEES Mses. Kelly and Verville and Messrs. Hacker, Lowry, Mayer, Nelson, Neuhauser, Simpson, Stitzel, Theobald and Woolworth (who have each agreed to serve) are proposed for election as Trustees of the Fund. REQUIRED VOTE The affirmative vote of a plurality of the holders of shares of beneficial interest of each series of a Trust (voting together as a single class) present at the Meeting in person or by proxy is required for the election of each such Trustee. The names and ages of the Trustees of the Funds, the year each was first elected, their principal business occupations during at least the last five years, the number of portfolios in the Fund Complex overseen by each Trustee and other directorships that each Trustee holds are shown below. The address of each Trustee is One Financial Center, Boston, MA 02111-2621. -10-
NUMBER OF YEAR FIRST PORTFOLIOS ELECTED PRINCIPAL IN FUND POSITION OR OCCUPATION(s) COMPLEX NAME/AGE AND WITH APPOINTED TO DURING PAST FIVE OVERSEEN OTHER ADDRESS FUNDS OFFICE (1) YEARS BY DIRECTOR DIRECTORSHIPS HELD - -------------- ---------- ------------ ---------------------- ----------- ------------------ Douglas A. Director/ 1996 Executive Vice 101 None Hacker Trustee President-Strategy of (Age 49) United Airlines (airline) since December, 2002 (formerly President of UAL Loyalty Services (airline) from September, 2001 to December, 2002; Executive Vice President and Chief Financial Officer of United Airlines from July, 1999 to September, 2001; Senior Vice President - Finance from March, 1993 to July, 1999). Janet Langford Director/ 1996 Partner, Zelle, 101 None Kelly Trustee Hofmann, Voelbel, (Age 47) Mason & Gette LLP (Law firm) since 2005; Adjunct Professor of Law, Northwestern University, since September, 2004; (formerly Chief Administration Officer
-11-
NUMBER OF YEAR FIRST PORTFOLIOS ELECTED PRINCIPAL IN FUND POSITION OR OCCUPATION(s) COMPLEX NAME/AGE AND WITH APPOINTED TO DURING PAST FIVE OVERSEEN OTHER ADDRESS FUNDS OFFICE (1) YEARS BY DIRECTOR DIRECTORSHIPS HELD - -------------- ---------- ------------ ---------------------- ----------- ------------------ and Senior Vice President, Kmart Holding Corporation (consumer goods), from September, 2003 to March, 2004; Executive Vice President-Corporate Development and Administration, General Counsel and Secretary, Kellogg Company (food manufacturer), from September, 1999 to August, 2003; Senior Vice President, Secretary and General Counsel, Sara Lee Corporation (branded, packaged, consumer-products manufacturer) from January, 1995 to September, 1999).
-12-
NUMBER OF YEAR FIRST PORTFOLIOS ELECTED PRINCIPAL IN FUND POSITION OR OCCUPATION(s) COMPLEX NAME/AGE AND WITH APPOINTED TO DURING PAST FIVE OVERSEEN OTHER ADDRESS FUNDS OFFICE (1) YEARS BY DIRECTOR DIRECTORSHIPS HELD - -------------- ---------- ------------ ---------------------- ----------- ------------------ Richard W. Director/ 1995 Private Investor since 103 None Lowry (2) Trustee August, 1987 (formerly (Age 69) Chairman and Chief Executive Officer, U.S. Plywood Corporation (building products manufacturer)). Charles R. Director/ 1981 Professor of 101 None Nelson Trustee Economics, University (Age 62) of Washington, since January, 1976; Ford and Louisa Van Voorhis Professor of Political Economy, University of Washington, since September, 1993; (formerly Director,
-13-
NUMBER OF YEAR FIRST PORTFOLIOS ELECTED PRINCIPAL IN FUND POSITION OR OCCUPATION(s) COMPLEX NAME/AGE AND WITH APPOINTED TO DURING PAST FIVE OVERSEEN OTHER ADDRESS FUNDS OFFICE (1) YEARS BY DIRECTOR DIRECTORSHIPS HELD - -------------- ---------- ------------ ---------------------- ----------- ------------------ Institute for Economic Research, University of Washington, from September, 2001 to June, 2003; Adjunct Professor of Statistics, University of Washington, since September, 1980; Associate Editor, Journal of Money Credit and Banking, since September, 1993; consultant on econometric and statistical matters). John J. Director/ 1985 Academic Vice 103 Saucony, Inc. Neuhauser (2) Trustee President and Dean of (athletic footwear) (Age 62) Faculties since August, 1999, Boston College (formerly Dean, Boston College School of Management from September, 1977 to August, 1999).
-14-
NUMBER OF YEAR FIRST PORTFOLIOS ELECTED PRINCIPAL IN FUND POSITION OR OCCUPATION(s) COMPLEX NAME/AGE AND WITH APPOINTED TO DURING PAST FIVE OVERSEEN OTHER ADDRESS FUNDS OFFICE (1) YEARS BY DIRECTOR DIRECTORSHIPS HELD - -------------- ---------- ------------ ---------------------- ----------- ------------------ Patrick J. Director/ 2000 Partner, Perkins Coie, 101 None Simpson Trustee LLP (law firm). (Age 61)
-15-
NUMBER OF YEAR FIRST PORTFOLIOS ELECTED PRINCIPAL IN FUND POSITION OR OCCUPATION(s) COMPLEX NAME/AGE AND WITH APPOINTED TO DURING PAST FIVE OVERSEEN OTHER ADDRESS FUNDS OFFICE (1) YEARS BY DIRECTOR DIRECTORSHIPS HELD - -------------- ---------- ------------ ---------------------- ----------- -------------------- Thomas E. Director/ 1998 Business Consultant 101 None Stitzel Trustee since 1999 (formerly (Age 69) Professor of Finance from 1975 to 1999; College of Business, Boise State University); Chartered Financial Analyst. Thomas C. Director/ 1996 Partner and Senior 101 Anixter Theobald (3) Trustee Advisor, Chicago International (Age 68) Growth Partners (network support (private equity equipment investing) since distributor); Ventas September, 2004; Inc. (real estate (formerly Managing investment trust); Director, William Jones Lang LaSalle Blair Capital Partners (real estate (private equity management investing) from services) and
-17-
NUMBER OF YEAR FIRST PORTFOLIOS ELECTED PRINCIPAL IN FUND POSITION OR OCCUPATION(s) COMPLEX NAME/AGE AND WITH APPOINTED TO DURING PAST FIVE OVERSEEN OTHER ADDRESS FUNDS OFFICE (1) YEARS BY DIRECTOR DIRECTORSHIPS HELD - -------------- ---------- ------------ ---------------------- ----------- ------------------ September, 1994 to Ambac Financial September, 2004). Group (financial guarantee insurance). Anne-Lee Director/ 1998 Retired since 1997 101 Chairman of the Verville Trustee (formerly General Board of Directors, (Age 59) Manager, Global Enesco Group, Inc. Education Industry, (designer, importer IBM Corporation and distributor of (computers and giftware and technology) from 1994 collectibles). to 1997).
-18-
NUMBER OF YEAR FIRST PORTFOLIOS ELECTED PRINCIPAL IN FUND POSITION OR OCCUPATION(s) COMPLEX NAME/AGE AND WITH APPOINTED TO DURING PAST FIVE OVERSEEN OTHER ADDRESS FUNDS OFFICE (1) YEARS BY DIRECTOR DIRECTORSHIPS HELD - -------------- ---------- ------------ ---------------------- ----------- ------------------ Richard L. Director/ 1991 Retired since 101 NorthWest Natural Woolworth Trustee December, 2003 (a natural gas (Age 64) (formerly Chairman and service provider). Chief Executive Officer, The Regence Group (regional health insurer); Chairman and Chief Executive Officer, Blue Cross Blue Shield of Oregon; Certified Public Accountant, Arthur Young & Company).
-19-
NUMBER OF YEAR FIRST PORTFOLIOS ELECTED PRINCIPAL IN FUND POSITION OR OCCUPATION(s) COMPLEX NAME/AGE AND WITH APPOINTED TO DURING PAST FIVE OVERSEEN OTHER ADDRESS FUNDS OFFICE (1) YEARS BY DIRECTOR DIRECTORSHIPS HELD - -------------- ---------- ------------ ---------------------- ----------- -------------------- INTERESTED Director/ 1994 Partner, Park Avenue 103 Lee Enterprises DIRECTOR Trustee Equity Partners (print media); WR William E. (private equity) since Hambrecht + Co. Mayer (2)(4) February, 1999; (financial service (Age 65) (formerly Partner, provider); First Development Capital Health (healthcare); LLC from November, Readers Digest 1996 to February, (publisher); 1999). OPENFIELD Solutions (retail industry technology provider).
-20- (1) In October 2003, the trustees of the Liberty Funds and Stein Roe Funds were elected to the boards of the Columbia Funds; simultaneous with that election, Patrick J. Simpson and Richard L. Woolworth, who had been directors/trustees of the Columbia Funds were appointed to serve as trustees of the Liberty Funds and Stein Roe Funds. The date shown is the earliest date on which a trustee/director was elected or appointed to the board of a Fund in the Fund Complex. (2) Messrs. Lowry, Neuhauser and Mayer each also serve as a director/trustee of the All-Star Funds, currently consisting of 2 investment companies, which are advised by an affiliate of Columbia Management. (3) Mr. Theobald was appointed as Chairman of the Board effective December 10, 2003. (4) Mr. Mayer is an "interested person" (as defined in the Investment Company Act of 1940, as amended) of the Fund by reason of his affiliation with WR Hambrecht + Co. FOR INFORMATION REGARDING THE EXECUTIVE OFFICERS OF YOUR FUND, SEE APPENDIX A TO THIS PROXY STATEMENT. CONSOLIDATION OF LEGAL ENTITIES The Trustees have also approved, subject to shareholder approval of the election of all current Trustees, the reorganization of each Fund as a series of a single Massachusetts business trust, Columbia Funds Trust IX (the "Acquiring Trust"). The Trustees believe that the consolidation of the Funds into a single legal entity will enhance the efficiency of compliance monitoring and administration. This consolidation is currently expected to be effected in the first quarter of 2006 (or in the case of each Fund that is a surviving fund in a merger transaction on the date of the closing of such merger transaction). The New Fund will have the same fundamental investment restrictions as the Fund immediately prior to the Reorganization (which will reflect any approvals of Proposals 2.A. through 2.M.). All of the Trustees of the Acquiring Trust will serve as Trustees of the New Funds, even if one or more of such Trustees are not elected pursuant to Proposal 1. The consolidation of legal entities (the "Reorganizations") would be effected pursuant to a plan of reorganization that provides for the transfer of all of the assets of each Fund to a corresponding series of the Acquiring Trust (a "New Fund") in exchange for shares of the New Fund and the assumption by the New Fund of all of the liabilities of the Fund, followed by the liquidation of the Fund (a "Plan"). As described in more detail below in "Information About the Acquiring Trust", the Acquiring Trust, like the Trust, is a business trust governed by Massachusetts law and an agreement and declaration of trust (the "Agreement and Declaration of Trust"). The Acquiring Trust has separate series representing different portfolios. Each series of the Acquiring Trust will have shares representing beneficial interests in the assets and liabilities belonging to that series, and shares of each series will be further divided into separate classes. The New Funds will continue the business of the Funds. -21- Each New Fund will have the same investment objectives, policies and restrictions as the corresponding Fund (as amended by Proposal 2 to the extent the amendments are approved by shareholders). In addition, each New Fund will be managed by the same investment team as the corresponding Fund using the same investment process, and will have the same management fees and expense structure as the corresponding Fund immediately prior to the Reorganization. Because each Reorganization would satisfy the provisions of Rule 17a-8 of the Investment Company Act of 1940, as amended (the "1940 Act") that permit reorganizations without a shareholder vote and none of the Agreements and Declarations of Trust of the Funds requires a shareholder vote for such Reorganizations, no shareholder vote is required to complete the Reorganizations. BACKGROUND AND REASONS FOR THE REORGANIZATIONS At a meeting held on May 11, 2005, the Board, including all Trustees who are not "interested persons" of the Trust (as defined in Section 2(a)(19) of the 1940 Act) (each, an "Independent Trustee") unanimously approved the Reorganization of each Fund and recommended shareholder approval of each Reorganization. The Board was assisted in its determination by independent legal counsel for the Independent Trustees. The Board determined that each Reorganization would be in the best interests of the relevant Fund, and that the interests of the Fund's shareholders would not be diluted as a result of effecting the Reorganization. The Board also took into account the fact that the expected costs of the proposed Reorganizations, including the costs incurred in connection with the solicitation of proxies, the costs of holding the Meeting, the fees associated with creating the New Funds, accounting fees, and legal fees, would be borne by Columbia Management and not the Trust or the Funds. The primary purpose of the Reorganizations is to facilitate compliance monitoring efficient administration. AGREEMENT AND PLAN OF REORGANIZATION Each Plan provides that the relevant New Fund will acquire all of the assets of the corresponding Fund in exchange for the assumption by the New Fund of all of the liabilities of the Fund and for the issuance of the shares of the New Fund ("Reorganization Shares"), all as of the Valuation Date, currently expected to be October 7, 2005, for Columbia Tax Managed Growth Fund; September 23, 2005, for Columbia Federal Securities Fund, Columbia Strategic Income Fund and Columbia Intermediate Tax-Exempt Bond Fund; September 16, 2005, for Columbia Tax-Exempt Fund and Columbia California Tax-Exempt Fund; and a date in the first quarter of 2006 for all other Funds. The following discussion of the Plans is qualified in its entirety by the full text of the Plan for each Fund, the form of which is attached as Exhibit 11 to this Proxy Statement. Each Fund will sell all of its assets attributable to each class of its shares to the corresponding New Fund, and, in exchange, the New Fund will assume all of the liabilities of the Fund and deliver to the Fund a number of full and fractional shares of beneficial interest of the same class of the New Fund having an aggregate net asset value equal to the value of the assets of the Fund, less the value of the liabilities of the Fund assumed by the New Fund attributable to such class. -22- For federal income tax purposes, all of the Reorganizations are expected to be tax-free reorganizations. For more information about the tax consequences of the proposed Reorganizations, see "Federal Income Tax Consequences of the Reorganizations" below. Upon consummation of the transactions proposed to occur on the Exchange Date, each Fund will distribute pro rata to its shareholders of record of each class as of the Exchange Date the full and fractional Reorganization Shares of such class received by the Fund. Each holder of shares of the Fund will receive a number of full and/or fractional Reorganization Shares having an aggregate net asset value on the Exchange Date equal to the value of and of the same class as the full and/or fractional shares of the Fund held by the shareholder as of the Exchange Date. This distribution will be accomplished by the establishment of accounts on the share records of the corresponding New Fund in the names of the Fund shareholders, each account representing the respective number of full and fractional Reorganization Shares due such shareholder. The consummation of each Reorganization is subject to the conditions set forth in the Plan, including receipt of opinions of counsel, any of which may be waived. Each Plan may be terminated and the Reorganization abandoned at any time, before or after approval by the shareholders of the relevant Fund, prior to the Exchange Date, by mutual consent of the Trustees of the relevant Fund and trustees of the New Fund or, if any condition set forth in the Plan has not been fulfilled and has not been waived by the party entitled to its benefits, by such party. All fees and expenses, including legal and accounting expenses, portfolio transfer taxes (if any) or other similar expenses incurred in connection with the consummation by each New Fund and its corresponding Fund of the transactions contemplated by the Plan will be borne by Columbia Management. OTHER MATTERS The investment objectives, policies and restrictions of each Fund (as amended by Proposal 2 to the extent the amendments are approved by shareholders) will be adopted by each New Fund and will not change as a result of the Reorganizations. In addition, Columbia Management will serve as the investment adviser of each New Fund. Furthermore, the management fees and expense structures of each New Fund will be the same as for the corresponding Fund. Immediately prior to the Reorganizations, the New Funds will have nominal assets and no liabilities, and Columbia Management will be the sole shareholder of each New Fund. INFORMATION ABOUT THE ACQUIRING TRUST. The Acquiring Trust is governed by an Agreement and Declaration of Trust restated as of July 28, 2000 and as amended from time to time thereafter (the "Declaration of Trust"), By-Laws as amended and restated as of October 24, 1990 and as amended from time to time thereafter (the "By-Laws"), and its Board. The Acquiring Trust is organized as a Massachusetts business trust governed by Massachusetts and federal law. -23- The table below summarizes the significant differences between the Declaration of Trust and By-Laws of the Acquiring Trust and the organizational documents for the Funds. For additional information, shareholders of a Fund should refer directly to such documents, copies of which may be obtained by contacting the Acquiring Trust at its address listed on the cover page of this Proxy Statement.
COLUMBIA FUNDS TRUST I COLUMBIA FUNDS TRUST III COLUMBIA FUNDS TRUST IV COLUMBIA FUNDS TRUST V COLUMBIA FUNDS TRUST VI COLUMBIA FUNDS TRUST VIII THE ACQUIRING TRUST COLUMBIA FUNDS TRUST VII COLUMBIA FUNDS TRUST XI ------------------- ------------------------ ----------------------- SHAREHOLDER A shareholder or former A shareholder or former A shareholder or former LIABILITY: shareholder held to be shareholder held to be shareholder held to be personally liable solely by personally liable solely by personally liable solely by reason of his or her being or reason of his or her being or reason of his or her being or having been a shareholder is having been a shareholder is having been a shareholder is entitled to be held harmless entitled to be held harmless entitled to be held harmless from and indemnified against from and indemnified against from and indemnified against all loss and expense arising all loss and expense arising all loss and expense arising from such liability. from such liability. from such liability. Every note, bond, contract, Every note, bond, contract, instrument, certificate or Every note, bond, contract, instrument, certificate or undertaking made or issued by instrument, certificate or undertaking made or issued by any Trustees or Trustee or by undertaking made or issued by any Trustees or Trustee or by any officers or officer must any Trustees or Trustee or by any officers or officer must recite that the same was any officers or officer must recite that the same was executed or made by or on recite that the same was executed or made by or on behalf of the Trust and that executed or made by or on behalf of the Trust and that obligations of such instrument behalf of the Trust and that obligations of such instrument are not binding on any of them obligations of such instrument are not binding on any of them or shareholders individually. are not binding on any of them or shareholders individually. or shareholders individually. SHAREHOLDER Shareholders have the power to Shareholders have the power to Shareholders have the power to VOTING RIGHTS: vote only (i) for the election vote only (i) for the election vote only (i) for the election or, to the extent required by or removal of Trustees; (ii) or removal of Trustees; (ii) law, removal of Trustees; (ii) with respect to any investment with respect to any investment with respect to any adviser; (iii) with respect to adviser; (iii) with respect to termination, by the any termination, by the any termination, by the shareholders, of the Trust or shareholders, of the Trust or shareholders, of the Trust or series or class of the Trust; series or class of the Trust; series or class of the Trust; (iii) with respect to (iv) with respect to any (iv) with respect to any derivative actions, to the amendment, by the Trustees amendment, by the extent certain demand that requires shareholder shareholders, to the requirements are met; and (iv) authorization; (v) with Declaration of Trust; (v) with with respect to any other respect to derivative actions respect to derivative actions matters required by law, the similar to a Massachusetts similar to a Massachusetts organizational documents or corporation; and (vi) with corporation, to the extent deemed desirable by the Board respect to any other matters certain demand requirements of Trustees. required by law, the are met; and (vi) with respect organizational documents, or to any other matters required Each whole share (or deemed desirable by the Board by law, the organizational of Trustees. documents or deemed desirable by the Board of Trustees.
-24- fractional share) outstanding On a record date, each on the record date is entitled outstanding share or Each whole share (or to a number of votes on any fractional share is entitled fractional share) outstanding matter which it is entitled to to one vote or a proportional on the record date is entitled vote equal to the net asset fractional vote. to a number of votes on any value of the share (or matter which it is entitled to fractional share) in U.S. Shareholders may vote together vote equal to the net asset dollars determined at the with shareholders of the other value of the share (or close of business on the series of the Trust on matters fractional share) in U.S. record date (for example, a affecting the Trust as a dollars determined at the share having a net asset value whole, such as the election of close of business on the of $10.50 would be entitled to Trustees. record date (for example, a 10.5 votes). share having a net asset value of $10.50 would be entitled to 10.5 votes). Shareholders will vote together Shareholders may vote together with shareholders of the other with shareholders of the other series of the Trust on matters series of the Trust on matters affecting the Trust as a affecting the Trust as a whole, such as the election of whole, such as the election of Trustees. Trustees. SHAREHOLDERS Shareholders have no specific Shareholders have no specific Shareholders may call a MEETINGS: right to call meetings, except right to call meetings, except meeting upon written as may be required by as may be required by application of shareholders applicable law, including the applicable law, including the holding at least 10% of the Investment Company Act of Investment Company Act of outstanding shares, or 10% of 1940. 1940. the outstanding shares of any series or class (if shareholders of such series or class are entitled to vote by individual series or class. The application must state the purpose of the meeting and the matters to be acted upon. SHAREHOLDER 30% of the shares entitled to 30% of the shares entitled to 30% of the shares entitled to QUORUM: vote at the meeting. vote at the meeting. vote at the meeting. SHAREHOLDER Majority consent required for Majority consent required for Majority consent required for CONSENT: shareholder action taken shareholder action taken shareholder action taken without a meeting. without a meeting. without a meeting. NOTICE TO Notice of shareholder Written notice of shareholder Notice of shareholder meetings SHAREHOLDERS: meetings is to be mailed, meetings must be given not is to be mailed, postage postage prepaid, or sent by less than seven days in prepaid, not less than seven facsimile or other electronic advance. days before the date of such submission not less than meeting. seven days before the date of Notice is not expressly such meeting. required to include the Notice must include the purpose for which the meeting purpose or purposes for which Notice is not expressly is called. a meeting is called. required to state the purpose for which the meeting is called. SHAREHOLDER Shareholders may put a proxy Shareholders may put a proxy Shareholders may put a proxy PROXIES: in place for a duration of up in place for a duration of up in place for a duration of up to six months. to six months. to six months.
-25- TRUSTEE'S The Declaration of Trust may The Declaration of Trust may Except when otherwise required POWER TO be amended at any time by an be amended at any time by an by the Investment Company Act AMEND instrument in writing signed instrument in writing signed of 1940, the Declaration of DECLARATION OF by a majority of the then by a majority of the then Trust may be amended by a TRUST: Trustees, provided that, for Trustees when authorized so to majority vote of the Trustees, non-ministerial amendments, do by vote of a majority of provided that, for notice is mailed to the shares entitled to vote non-ministerial amendments, shareholders upon the same day with respect to such notice is mailed to the such amendment is effective. amendment, except that shareholders upon the same day shareholder authorization is such amendment is effective. not required for amendments to change the name of the Trust, supply any omission, cure any ambiguity or cure, correct or supplement any defective or inconsistent provision. TERMINATION Shareholders have the right to Shareholders have the right to Shareholders have the right to OF TRUST: terminate the Trust, or series terminate the Trust or series terminate the Trust, or series or class, upon approval of at upon approval of at least or class, upon approval of at least 66 2/3% of the two-thirds of the outstanding least a majority of the outstanding shares of the shares of the Trust or the outstanding shares of the Trust or the affected series affected series. Trust or the affected series or class. or class. Trustees may terminate the Trustees may terminate the Trust or series without Trustees may terminate the Trust, or any series or class, shareholder approval by Trust, or series or class, without shareholder approval written notice to the without shareholder approval by written notice to shareholders. by written notice to shareholders. shareholders. MERGER OR The Declaration of Trust Shareholders have no express Shareholders have no express CONSOLIDATION provides that a consolidation, right under the Declaration of right under the Declaration of TRUST: merger or transfer may be Trust to vote on mergers or Trust to vote on mergers or authorized by vote of a consolidations. consolidations. majority of the Trustees then in office without shareholder approval, unless otherwise required by law. REMOVAL OF Trustee may be removed, with Trustee may be removed, with Trustee may be removed, with TRUSTEES: or without cause, by a or without cause, by (i) a or without cause, by (i) a majority of Trustees then in majority of Trustees then in majority of Trustees then in office. office or (ii) by a vote of office; (ii) by a vote of two-thirds of the holders of two-thirds of the holders of outstanding shares, with, at a outstanding shares at a meeting called for the meeting called for the purpose. purpose; or (iii) by the holders of two- thirds of the outstanding shares by declaration in writing filed with the custodian of the Trust. DIRECTOR/TRUST Not limited. Not limited. Not limited. EE COMMITTEES: TRUSTEE Trustees are not personally Trustees are not personally Trustees are not personally LIABILITY: liable for claims against the liable for claims against the liable for claims against the Trust or for any neglect or Trust or for any neglect or Trust or for any neglect or wrongdoing of any wrongdoing of
-26- wrongdoing of any officer, officer, agent, any officer, agent, employee, agent, employee, investment employee, investment adviser, investment adviser, or principal adviser, or principal or principal underwriter of underwriter of the Trust. Each underwriter of the Trust. Each the Trust. Each Trustee is not Trustee is not responsible for Trustee is not responsible for responsible for the act or the act or omission of any the act or omission of any omission of any other Trustee other Trustee and may be other Trustee and may be and may be liable only by liable only by reason of liable only by reason of reason of willful misfeasance, willful misfeasance, bad willful misfeasance, bad bad faith, gross negligence or faith, gross negligence or faith, gross negligence or reckless disregard of the reckless disregard of the reckless disregard of the duties involved in the conduct duties involved in the conduct duties involved in the conduct of his office. of his office. of his office. TRUSTEE The By-Laws state that the The Declaration of Trust The Declaration of Trust INDEMNIFICATION: Trust will indemnify each of states that the Trust will states that the Trust will its Trustees and officers who indemnify each of its Trustees indemnify each of its Trustees are not employees or officers and officers against all and officers against all of any investment adviser to liabilities and expenses, liabilities and expenses, the Trust or any affiliated including amounts paid in including amounts paid in person thereof and may satisfaction of judgments, in satisfaction of judgments, in indemnify each of its officers compromise, as fines and compromise, as fines and who are employees or officers penalties, and as counsel penalties, and as counsel of any investment adviser to fees, reasonably incurred by fees, reasonably incurred by the Trust or any affiliated such person while in office or such person while in office or person thereof against all thereafter, by reason of the thereafter, by reason of the liabilities and expenses, indemnified person's service indemnified person's service including amounts paid in as a Trustee or officer. The as a Trustee or officer. The satisfaction of judgments, in Trust will not indemnify its Trust will not indemnify its compromise, as fines and Trustees and officers against Trustees and officers against penalties, and as counsel any liability to the Trust or any liability to the Trust or fees, reasonably incurred by to its shareholders to which to its shareholders to which such person while in office or he or she would otherwise be he or she would otherwise be thereafter, by reason of the subject by reason of willful subject by reason of willful indemnified person's service misfeasance, bad faith, gross misfeasance, bad faith, gross as a Trustee or officer. The negligence or reckless negligence or reckless Trust will not indemnify its disregard of the duties disregard of the duties Trustees and officers against involved in the conduct of involved in the conduct of his any liability to the Trust or such person's office. office. to its shareholders to which he or she would otherwise be Under the Declaration of Under the Declaration of subject by reason of willful Trust, in the absence of a Trust, in the absence of a misfeasance, bad faith, gross final decision on the merits final decision on the merits negligence or reckless by an adjudicating body that by an adjudicating body that disregard of the duties such person is liable by such person is not liable by involved in the conduct of his reason of willful misfeasance, reason of willful misfeasance, office. bad faith, gross negligence or bad faith, gross negligence or reckless disregard of the reckless disregard of the Under the By-Laws, in the duties involved in the conduct duties involved in the conduct absence of a final decision on of their office, of their office, no the merits by an adjudicating indemnification will be indemnification will be body that such person has not provided if (a) approved as in provided unless such person is acted in good faith in the the best interests of the determined to be not liable by reasonable belief that such Trust, after notice that it (a) a vote of a majority of person's action was in the involves such indemnification, the disinterested Trustees or by at least a majority of the (b) an independent legal disinterested Trustees acting counsel as expressed in a on the matter (provided that a written opinion. majority of the disinterested Trustees then in office act on the matter) upon a determination, based upon a
-27- best interests of the Trust or review of readily available is liable to the Trust or its facts, that such person is not Shareholders by reason of liable to the Trust or its willful misfeasance, bad shareholders by reason of faith, gross negligence or willful misfeasance, bad reckless disregard of the faith, gross negligence or duties involved in the conduct reckless disregard of the of his or her office, duties involved in the conduct indemnification will be of his or her office or (b) provided if (a) approved, there has been obtained an after notice that it involves opinion in writing of such indemnification, by at independent legal counsel to least a majority of the the effect that such disinterested Trustees acting indemnification would not on the matter (provided that a protect such person against majority of the disinterested any liability to the Trust to Trustees then in office act on which such person would the matter) upon a otherwise be subject by reason determination, based upon a of willful misfeasance, bad review of readily available faith, gross negligence or facts, that such person has reckless disregard of the acted in good faith in the duties involved in the conduct reasonable belief that such of his or her office. person's action was in the best interests of the Trust and is not liable to the Trust or its shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office or (b) there has been obtained an opinion in writing of independent legal counsel, based upon a review of readily available facts to the effect that such person appears to have acted in good faith in the reasonable belief that such person's action was in the best interests of the Trust and that such indemnification would not protect such person against any liability to the Trust to which such person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. LEGAL The By-Laws state that legal The Declaration of Trust states The Declaration of Trust states
-28- EXPENSES: expenses may be paid from time that legal expenses may that legal expenses may to time by the Trust in be paid from time to time by be paid from time to time by advance of the final the Trust in advance of the the Trust in advance of the disposition of any such final disposition of any such final disposition of any such proceeding if the Trust proceeding if the Trust proceeding if the Trust receives a written undertaking receives a written undertaking receives a written undertaking by the indemnified person to by the indemnified person to by the indemnified person to reimburse the Trust in the reimburse the Trust in the reimburse the Trust (unless it event it is subsequently event it is subsequently is determined that such person determined that the determined that the is ultimately entitled to indemnified person is not indemnified person is not indemnification) and (a) the entitled to such entitled to such indemnified person provides indemnification and (a) the indemnification and (a) the security for his undertaking, indemnified person provides indemnified person provides or (b) the Trust is insured security for his undertaking, security for his undertaking, against losses arising by or (b) the Trust is insured or (b) the Trust is insured reason of any lawful advances, against losses arising by against losses arising by or (c) a majority of the reason of any lawful advances, reason of any lawful advances, disinterested, non-party or (c) a majority of the or (c) a majority of the Trustees or an independent disinterested, non-party disinterested, non-party legal counsel, as expressed in Trustees or an independent Trustees or an independent a written opinion, determines legal counsel, as expressed in legal counsel, as expressed in that there is reason to a written opinion, determines a written opinion, determines believe that the indemnified that there is reason to that there is reason to person ultimately will be believe that the indemnified believe that the indemnified found entitled to person ultimately will be person ultimately will be indemnification. found entitled to found entitled to indemnification. indemnification. DIVIDENDS: Not limited. Not limited. Not limited.
FEDERAL INCOME TAX CONSEQUENCES OF THE REORGANIZATIONS The Reorganizations are intended to be tax-free. As a condition to each Fund's obligation to consummate the Reorganization, the Fund will receive an opinion from Ropes & Gray LLP, counsel to each Trust, to the effect that, on the basis of the existing provisions of the Code, current administrative rules and court decisions, generally for federal income tax purposes, except as noted below: (i) the Reorganization will constitute a reorganization within the meaning of Section 368(a) of the Code, and the Fund and the New Fund will each be a "party to a reorganization" within the meaning of Section 368(b) of the Code; (ii) under Section 361 of the Code, no gain or loss will be recognized by the Fund upon the transfer of its assets to the New Fund in exchange for Reorganization Shares and the assumption by the New Fund of the Fund's liabilities, or upon the distribution of such Reorganization Shares by the Fund to the shareholders of the Fund in liquidation; (iii) under Section 354 of the Code, the Fund shareholders will recognize no gain or loss upon exchange of their shares of the Fund for the Reorganization Shares; -29- (iv) under Section 358 of the Code, the aggregate tax basis of the Reorganization Shares to be received by each shareholder of the Fund will be the same as the aggregate tax basis of the shares of the Fund exchanged therefor; (v) under Section 1223(1) of the Code, the holding period of the Reorganization Shares received by each shareholder of the Fund will include the holding period for the Fund shares exchanged for the Reorganization Shares; provided such shares of the Fund were held as a capital asset on the date of the exchange; (vi) under Section 1032 of the Code, no gain or loss will be recognized by the New Fund upon receipt of the assets transferred to the New Fund pursuant to the Plan in exchange for the Reorganization Shares and assumption by the New Fund of the liabilities of the Fund; (vii) under Section 362(b) of the Code, the New Fund's tax basis in the assets that the New Fund receives from the Fund will be the same as the Fund's tax basis in such assets immediately prior to such exchange; (viii) under Section 1223(2) of the Code, the New Fund's holding period in such assets will include the Fund's holding period in such assets; (ix) under Section 381 of the Code, the New Fund will succeed to the capital loss carryovers of the Fund, if any, but the use by the New Fund of any such capital loss carryovers (and of capital loss carryovers of the New Fund) may be subject to limitation under Sections 383 and 284 of the Code. The opinion will be based on certain factual certifications made by officers of each Trust and the Funds and will also be based on customary assumptions. Each Fund has agreed to make and provide additional representations to Ropes & Gray with respect to each Fund that are reasonably requested by Ropes & Gray. Ropes & Gray LLP will express no view with respect to the effect of the Reorganization on any transferred asset as to which any unrealized gain or loss is required to be recognized at the end of a taxable year (or on the termination or transfer thereof) under federal income tax principles. The opinion is not a guarantee that the tax consequences of the Reorganizations will be as described above. -30- TRUSTEES' COMPENSATION The members of the Board of Trustees also serve as trustees for certain other registered investment companies advised by Columbia Management (the "Fund Complex"). As of December 31, 2004, the Fund Complex consisted of 127 open-end funds and 11 closed-end management investment company portfolios. Two-thirds of the Trustees' fees are allocated among the funds within the Fund Complex based on the relative net assets of each fund and one-third of the fees is divided equally among the funds within the Fund Complex. FOR MORE INFORMATION REGARDING THE COMPENSATION OF THE TRUSTEES, SEE APPENDIX B.1 AND APPENDIX B.2 TO THIS PROXY STATEMENT. SHAREHOLDER COMMUNICATIONS Shareholders may communicate with the Trustees as a group or individually. Any such communications should be sent to the Fund's Board or an individual Trustee in writing, c/o the Secretary of the Funds, One Financial Center, Boston, MA 02111-2621. The Secretary may determine not to forward to the Board or a Trustee any letter that does not relate to the business of a Fund. TRUSTEE SHARE OWNERSHIP The table in Appendix C shows, as of December 31, 2004, the dollar range of equity securities beneficially owned by each Trustee (i) in each of the Funds, and (ii) in all funds overseen by the Trustee in the Fund Complex. TRUSTEES' MEETINGS AND COMMITTEES The Board is responsible for the overall management and supervision of your Fund's affairs and for protecting the interests of your Fund's shareholders. For the calendar year ended December 31, 2004, your Fund held [ ] meetings ([ ] regular joint Board meetings and [ ] special joint Board meetings). [The Funds do not have a formal policy on Trustee attendance at meetings of shareholders.] The Board has created several committees to perform specific functions on behalf of the Funds. The members of each committee, along with a description of each committee's functions, appear below, followed by a table that sets forth the number of meetings held by each committee during the last fiscal year. 1. AUDIT COMMITTEE Your Fund has an Audit Committee (the "Audit Committee") comprised of Trustees who are not "interested persons" (as defined in the 1940 Act) of any Fund. Each member of the Audit Committee must be financially literate and at least one member must have prior accounting experience or related financial management expertise. -31- The Audit Committee serves as an independent and objective party to monitor your Fund's accounting policies, financial reporting and internal control systems and the work of your Fund's independent registered public accountant. The Audit Committee also serves to provide an open avenue of communication between the independent registered public accountants, Columbia Management Group, Inc.'s ("Columbia") internal accounting staff and the Board. The principal functions of the Audit Committee are to assist Board oversight of (1) the integrity of your Fund's financial statements, (2) your Fund's compliance with legal and regulatory requirements, (3) the independent registered public accountant's qualifications and independence, (4) the performance of Columbia Management's internal audit function, and (5) the independent registered public accountant. The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the work of the independent registered public accountants (including the resolution of disagreements between management and the independent registered public accountants regarding financial reporting) for the purpose of preparing or issuing an audit report or performing other review or attest services for your Fund. The Funds' Audit Committee members are Ms. Verville and Messrs. Hacker, Stitzel and Woolworth. Based on the recommendation from the Audit Committee and on its own review, the Board selected PricewaterhouseCoopers LLP ("PwC") as independent registered public accountant for your Fund for its fiscal year. Representatives of PwC are not expected to be at the Meeting, but have been given the opportunity to make a statement if they so desire and will be available should any matter arise requiring their presence. 2. GOVERNANCE COMMITTEE Messrs. Lowry, Mayer, Simpson and Theobald are members of the Governance Committee of each Fund. The Funds have no nominating or compensation committee. The Governance Committee performs certain of the functions typically performed by those committees. Among other things, the Governance Committee recommends to the Board nominees for Trustee and nominees for appointment to various committees; performs periodic evaluations of the effectiveness of the Board; reviews and recommends to the Board policies and practices to be followed in carrying out the Trustees' duties and responsibilities; and reviews and makes recommendations to the Board regarding the compensation of the Trustees who are not affiliated with Columbia. On February 9, 2005, the Governance Committee adopted a written charter which sets forth the Governance Committee's structure, duties and powers, and methods of operation. A copy of the Governance Committee Charter is available at the website for the Funds at www.columbiafunds.com. Three of the four Governance Committee members, Messrs. Lowry, Simpson and Theobald, who are not "interested persons" (as defined in the 1940 Act) of any Fund ("Governance Committee Independent Trustees"), participate in the consideration, selection and nomination of Trustees. The Governance Committee Independent Trustees will consider candidates for Trustee identified by any reasonable source, including current Independent Trustees, Fund management, Fund shareholders and other persons or entities. Shareholders of your Fund who wish to nominate a candidate to your Fund's Board may send information regarding prospective candidates to the Governance Committee, in care of the relevant Fund, at One Financial Center, Boston, MA -32- 02111-2621. The information should include evidence of the shareholders' Fund ownership, a full listing of the proposed candidate's education, experience, current employment, date of birth, names and addresses of at least three professional references, information as to whether the candidate is not an "interested person" under the 1940 Act and such other information as may be helpful to the Governance Committee Independent Trustees in evaluating the candidate. All satisfactorily completed information packages regarding a candidate will be forwarded to a member of the Governance Committee for consideration. Recommendations for candidates will be evaluated in light of whether the number of Trustees of your Fund is expected to be increased and anticipated vacancies. [All nominations from Fund shareholders will be considered.] There may be times when the Governance Committee is not recruiting new Board members. In that case, shareholder recommendations will be maintained on file pending the active recruitment of Trustees. When considering candidates for Trustee, the Governance Committee Independent Trustees consider, among other things, whether prospective nominees have distinguished records in their primary careers, personal and professional integrity, and substantive knowledge in areas important to the Board's operations, such as background or education in finance, auditing, securities law, the workings of the securities markets, or investment advice. For candidates to serve as Independent Trustees, independence from your Fund's investment adviser, its affiliates and other principal service providers is critical, as is an independent and questioning mind-set. In each case, the Governance Committee Independent Trustees will evaluate whether a candidate is an "interested person" under the 1940 Act. The Governance Committee Independent Trustees also consider whether a prospective candidate's workload would be consistent with regular attendance at Board meetings and would allow him or her to be available for service on Board committees, and devote the additional time and effort necessary to stay apprised of Board matters and the rapidly changing regulatory environment in which the Funds operate. Different substantive areas may assume greater or lesser significance at particular times, in light of a Board's present composition and its perceptions about future issues and needs. The Governance Committee Independent Trustees initially evaluate prospective candidates on the basis of their resumes, considered in light of the criteria discussed above. Those prospective candidates that appear likely to be able to fill a significant need of the Board would be contacted by a Governance Committee Independent Trustee by telephone to discuss the position; if there appeared to be sufficient interest, an in-person meeting with one or more of the Governance Committee Independent Trustees would be arranged. If a Governance Committee Independent Trustee, based on the results of these contacts, believes he or she has identified a viable candidate, he or she would air the matter with the other Governance Committee Independent Trustees for input. Any request by Fund management to meet with the prospective candidate would be given appropriate consideration. The Funds have not paid a fee to third parties to assist in finding nominees. 3. ADVISORY FEES & EXPENSES COMMITTEE Ms. Kelly and Messrs. Mayer, Nelson and Neuhauser are members of the Advisory Fees & Expenses Committee of each Fund. The Advisory Fees & Expenses Committee's functions include reviewing and making recommendations to the Board as to contracts requiring approval -33- of a majority of the disinterested Trustees and as to any other contracts that may be referred to the committee by the Board. 4. COMPLIANCE COMMITTEE Mses. Kelly and Verville, and Messrs. Nelson and Simpson are members of the Compliance Committee of the Board of Trustees of the Funds. The Compliance Committee's functions include providing oversight of the monitoring processes and controls regarding the Funds. The Committee supervises legal, regulatory and internal rules, policies, procedures and standards other than those relating to accounting matters and oversight of compliance by the Funds' investment adviser, principal underwriter and transfer agent.
NUMBER OF MEETINGS FOR CALENDAR YEAR ENDED DECEMBER 31, 2004 ----------------- Audit Committee Governance Committee Advisory Fees & Expenses Committee Compliance Committee
5. INVESTMENT OVERSIGHT COMMITTEES Each Investment Oversight Committee ("IOC") is responsible for monitoring, on an ongoing basis, a select group of Columbia Funds and gives particular consideration to such matters as the Funds' adherence to their investment mandates, historical performance, changes in investment processes and personnel, and proposed changes to investment objectives. Investment personnel who manage the Funds will attend IOC meetings from time to time to assist each IOC in its review of the Funds. Each IOC meets four times a year. Investment Oversight Committee 1 currently consists of Messrs. Lowry, Mayer and Neuhauser. Investment Oversight Committee 2 currently consists of Mr. Hacker and Ms. Verville. Investment Oversight Committee 3 currently consists of Ms. Kelley and Messrs. Stitzel and Theobald. Investment Oversight Committee 4 currently consists of Messrs. Nelson, Simpson and Woolworth. -34- AUDIT COMMITTEE PRE-APPROVAL OF INDEPENDENT ACCOUNTANT SERVICES The Audit Committee is required to pre-approve the engagement of your Fund's independent registered public accountant to provide audit and non-audit services to your Fund and non-audit services to Columbia Management or any entity controlling, controlled by or under common control with Columbia Management that provides ongoing services to the Funds ("Columbia Affiliate"), if the engagement relates directly to the operations or financial reporting of the Funds. The engagement may be entered into pursuant to pre-approval policies and procedures established by the Audit Committee. The Audit Committee has adopted an Audit and Non-Audit Services Pre-Approval Policy ("Policy"). The Policy sets forth the procedures and conditions pursuant to which services to be performed by the Funds' independent registered public accountant are to be pre-approved. Unless a type of service receives general pre-approval under the Policy, it requires specific pre-approval by the Audit Committee if it is to be provided by the independent registered public accountant. The Policy provides for the general pre-approval by the Audit Committee of certain: (i) audit services to the Funds; (ii) audit-related services to the Funds; (iii) tax services to the Funds; (iv) other services to the Funds; and (v) Fund-related services to Columbia Affiliates. The Policy requires the Fund Treasurer and/or Director of Trustee Administration to submit to the Audit Committee, at least annually, a schedule of the types of services that are subject to general pre-approval. The schedule(s) must provide a description of each type of service that is subject to general pre-approval and, where possible, will provide projected fee caps for each instance of providing each service. At least annually, the Audit Committee will review and approve the types of services and review the projected fees for the next year, and may add to, or subtract from, the list of pre-approved services from time to time, based on subsequent determinations. In addition to the fees for each individual service, the Audit Committee has the authority to implement a fee cap on the aggregate amount of non-audit services provided to an individual New Fund. The fee amounts listed on the schedules will be updated to the extent necessary at each of the other regularly scheduled meetings of the Audit Committee. FEES PAID TO THE INDEPENDENT REGISTERED PUBLIC ACCOUNTANT The table in Appendix D1 sets forth the aggregate fees billed by PwC for each Fund's last two fiscal years for professional services rendered for (i) audit services, including the audit of each Fund's financial statements and services normally provided in connection with statutory and regulatory filings or engagements for those fiscal years; (ii) audit-related services associated with the review of the Funds' semi-annual financial statements; (iii) tax services and, primarily, reviews of Fund tax returns; and (iv) other services. Please note that the table includes amounts related to non-audit services that would have been subject to pre-approval if Securities and Exchange Commission ("SEC") rules relating to the pre-approval of non-audit services had been in effect at that time. -35- All of the audit fees, audit-related fees, tax fees and other fees billed by PwC for services provided to a Fund during its most recent fiscal year were pre-approved by the Audit Committee. [There were no amounts billed by PwC in the most recent fiscal year for audit-related services, tax services or other services provided to Columbia or Columbia Affiliates for engagements that related directly to the operations or financial reporting of each Fund.] The table in Appendix D2 sets forth the aggregate fees billed by PwC for non-audit services for the Funds, Columbia and Columbia Affiliates for the last two fiscal years. The Audit Committee has determined that the provision of the services described above is compatible with maintaining the independence of PwC. REQUIRED VOTE. The affirmative vote of a plurality of the holders of shares of beneficial interest of each Fund present at the Meeting in person or by proxy is required for the election of each such Trustee. II. PROPOSAL 2: ADOPTION OF STANDARDIZED FUNDAMENTAL INVESTMENT RESTRICTIONS As described in the following proposals, the Trustees recommend that shareholders of the affected Funds approve the elimination of and revisions to certain fundamental investment restrictions of such Funds. Generally, the purpose of these proposed changes is to increase each Fund's investment flexibility and reduce administrative and compliance burdens by simplifying and making uniform these fundamental investment restrictions across all Funds. BACKGROUND. The 1940 Act requires registered investment companies like the Funds to have "fundamental" investment restrictions governing certain of their investment practices. Investment companies may also voluntarily designate restrictions relating to other investment practices as fundamental. "Fundamental" investment restrictions can be changed only by a shareholder vote. The proposed elimination of and revisions to certain of the fundamental investment restrictions of the Funds are discussed below. Columbia Management has indicated that it generally has no present intention of changing the manner in which it manages the Funds in response to these proposals. By eliminating those fundamental investment restrictions that are not required and revising those fundamental investment restrictions that are required, however, the Trustees believe that Columbia Management will be better able to manage the Funds in a changing regulatory or investment environment. In addition, the process of monitoring the Funds' compliance with investment restrictions will be simplified. The discussion below in Proposals 2.A. through 2.M. highlights the differences between the Funds' current fundamental investment restrictions and, where applicable, a proposed uniform fundamental investment restriction. However, because the current fundamental investment restrictions vary among the Funds, shareholders of each Fund should consider comparing their Fund's current restrictions (contained in Exhibits 1 through 10) with the proposed restrictions. -36- 2.A. AMENDING FUNDAMENTAL INVESTMENT RESTRICTIONS WITH RESPECT TO BORROWING MONEY, PLEDGING ASSETS AND ISSUING SENIOR SECURITIES. AFFECTED FUNDS: All Funds except the Merger Funds The 1940 Act requires the Funds to state the extent to which they may borrow money and issue senior securities. Under Section 18(f)(1) of the 1940 Act, an open-end investment company may not issue senior securities, except that it may borrow from banks, for any purpose, up to 33 1/3% of its total assets (including the amount borrowed). EXHIBITS 1 and 2 list the current fundamental investment restrictions of each of the affected Funds with respect to borrowing money, pledging assets and issuing senior securities, respectively. Generally, the Funds' current fundamental investment restrictions are more restrictive than these 1940 Act requirements. Accordingly, the Trustees recommend that each affected Fund amend its policy so that it will allow each affected Fund to issue senior securities, pledging assets or borrow money to the full extent permitted under applicable law. The proposed changes would automatically conform each affected Fund's policy more closely to the exact statutory and regulatory requirements, as they exist from time to time, without incurring the time and expense of obtaining shareholder approval to change the restriction. In addition, the proposed changes will reduce administrative and compliance burdens by simplifying and making uniform the Funds' fundamental investment restrictions with respect to borrowing money and issuing senior securities. The 1940 Act does not require a fundamental restriction with respect to the ability to pledge assets. The proposed amended fundamental investment restriction is as follows: "The fund may not. . . [b]orrow money or issue senior securities except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief." 2.B. AMENDING FUNDAMENTAL INVESTMENT RESTRICTIONS WITH RESPECT TO MAKING LOANS. -37- AFFECTED FUNDS: All Funds except the Merger Funds The 1940 Act requires the Funds to state the extent to which they intend to make loans to other persons. The Trustees recommend that each Fund's fundamental investment restriction with respect to making loans be revised to reflect a standard restriction for all the Funds. The amendment would permit each Fund to enter into repurchase agreements and securities loans to the extent permitted by the 1940 Act and applicable rules and exemptive relief. EXHIBIT 3 lists the current fundamental investment restriction of each Fund with respect to making loans. The proposed amended fundamental investment restriction is as follows: "The fund may not. . . [m]ake loans, except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief." Following the amendment, each Fund may, consistent with the 1940 Act and its investment objective and policies, enter into repurchase agreements and securities loans without limit. The staff of the SEC has taken the position that a fund may not loan more than 1/3 of the total value of its assets (including any collateral for such loans). As noted above, although Columbia Management generally has no present intention of changing the way in which each Fund is managed, this increased flexibility could assist each Fund, in the future, in achieving its investment objective and responding to changes in applicable law or regulation. The proposed change would also automatically conform each Fund's lending policy more closely to the exact statutory and regulatory requirements, as they exist from time to time, without incurring the time and expense of obtaining shareholder approval to change the policy. In addition, these proposed changes will reduce administrative and compliance burdens by simplifying and making uniform the fundamental investment restrictions with respect to making loans. When a Fund enters into a repurchase agreement, it typically purchases a security for a relatively short period of time (usually not more than seven days), which the seller agrees to repurchase at a fixed time and price, representing the Fund's cost plus interest. When a Fund enters into a securities loan, it lends certain of its portfolio securities to broker-dealers or other parties, typically in exchange for a portion of the interest earned on the collateral posted by the borrower or a fee from the borrower. The borrower may also pay the Fund an amount equal to any interest, dividends or other distributions payable on the securities lent. These transactions must be fully collateralized at all times, but involve risk to the Fund if the seller, in the case of repurchase agreements, or the borrower, in the case of securities loans, should default on its obligations. If the Fund's counterparty to these transactions should become involved in bankruptcy or insolvency proceedings, it is possible that the Fund may be treated as an unsecured creditor and may be required to return the underlying securities or collateral, as applicable, to the counterparty's estate. 2.C. AMENDING FUNDAMENTAL INVESTMENT RESTRICTIONS WITH RESPECT TO DIVERSIFICATION OF INVESTMENTS. AFFECTED FUNDS: -38- Columbia Asset Allocation Fund Columbia Federal Securities Fund Columbia Growth Stock Fund Columbia Dividend Income Fund Columbia High Yield Municipal Fund Columbia High Yield Opportunity Fund Columbia Global Equity Fund Columbia Intermediate Bond Fund Columbia Large Cap Growth Fund Columbia High Yield Fund Columbia Large Cap Core Fund Columbia Liberty Fund Columbia Income Fund Columbia Real Estate Equity Fund Columbia Small Company Equity Fund Columbia Intermediate Tax-Exempt Bond Fund Columbia Small Cap Value Fund Columbia Tax-Exempt Fund Columbia Large Cap Growth Fund Columbia Strategic Income Fund Columbia Tax-Managed Growth Fund Columbia Quality Plus Bond Fund Columbia U.S. Treasury Index Fund Columbia Utilities Fund Columbia Small Cap Fund Liberty Growth & Income Fund Liberty S&P 500 Index Fund Columbia Tax-Exempt Insured Fund Columbia Disciplined Value Fund Liberty Select Value Fund Columbia Young Investor Fund
The Trustees recommend that each affected Fund's fundamental investment restriction with respect to the diversification of its investments be revised to reflect applicable law and a uniform policy for all of the affected Funds. Each affected Fund is a "diversified" Fund as defined in the 1940 Act. Under the 1940 Act, a "diversified" Fund generally may not, with respect to 75% of its total assets, invest more than 5% of its total assets in the securities of any one issuer or own more than 10% of the outstanding voting securities of such issuer (except U.S. Government securities, cash, cash items or the securities of other investment companies). The remaining 25% of the Fund's total assets is not subject to this restriction. EXHIBIT 4 lists the current fundamental investment restrictions of each of the affected Funds with respect to diversification of investments. The proposed amended fundamental investment restriction is designed to track the statutory definition of "diversified" company and read as follows: "The fund may not ... [p]urchase securities (except securities issued or guranteed by the U.S. Government, its agencies or instrumentalities) of any one issuer if, as a result, more than 5% of its total assets will be invested in the securities of such issuer or it would own more than 10% of the voting securities of such issuer, except that: (a) up to 25% of its total assets may be invested without regard to these limitations and (b) a Fund's assets may be invested in the securities of one or more management investment companies to the extent permitted by the 1940 Act, the rules and regulations thereunder, or any applicable exemptive relief. It is intended that the restriction will be interpreted in a manner consistent with the statutory requirements, including rules adopted and interpretations published by the SEC under Section 5 of the 1940 Act. For example, for purposes of this restriction, in accordance with Rule 5b-2 of the 1940 Act, the value of a guarantee or letter of credit may be excluded from the value of a Fund's investments in the guarantor (or issuer of the letter of credit) if the aggregate value of securities owned by the Fund and guaranteed by such guarantor (plus any other investments in securities issued by the guarantor) does not exceed 10% of the Fund's total assets. In addition, for Columbia Massachusetts Intermediate Municipal Bond Fund, Columbia Connecticut Intermediate Municipal Bond Fund, Columbia New Jersey Intermediate Municipal Bond Fund, Columbia New York Intermediate Municipal Bond Fund, and Columbia Rhode Island Intermediate Municipal Bond Fund, the proposed restriction would provide that: "For purposes of this restriction, tax exempt securities that are supported solely by the revenues of a particular private entity will be deemed to have been issued by that entity." -39- The Trustees recommend that the affected Funds' current fundamental investment restrictions with respect to diversification of investments be amended as proposed in order to conform the affected Funds' restrictions to the statutory requirements discussed above. These proposed changes will reduce administrative and compliance burdens by simplifying and making uniform the fundamental investment restrictions with respect to diversification of investments. 2.D. AMENDING FUNDAMENTAL INVESTMENT RESTRICTIONS WITH RESPECT TO INVESTMENTS IN COMMODITIES. AFFECTED FUNDS: Columbia Asset Allocation Fund Columbia Massachusetts Intermediate Columbia Disciplined Value Fund Columbia Dividend Income Fund Municipal Bond Fund Columbia Growth Stock Fund Columbia High Yield Municipal Fund Columbia New Jersey Intermediate Columbia Intermediate Bond Fund Columbia Large Cap Growth Fund Municipal Bond Fund Columbia Large Cap Core Fund Columbia Quality Plus Bond Fund Columbia Rhode Island Intermediate Columbia New York Intermediate Columbia Small Company Equity Fund Municipal Bond Fund Municipal Bond Fund Columbia Tax-Managed Growth Fund Columbia Young Investor Fund Columbia Small Cap Fund Columbia Connecticut Intermediate Columbia U.S. Treasury Index Municipal Bond Fund Columbia Income Fund Columbia Intermediate Tax-Exempt Bond Fund Columbia Large Cap Growth Fund
The 1940 Act requires the Funds to state a fundamental investment restriction regarding the purchase and sale of commodities. EXHIBIT 5 lists the current fundamental investment restriction of each Fund with respect to investment in commodities and commodity contracts (including, for one Fund, investments in oil, gas or mineral development programs or leases). The Funds' current restrictions generally prohibit them from purchasing commodities or commodity contracts, but for certain of the Funds permit them to invest in certain futures contracts. The proposed amended fundamental investment restriction is as follows: "The fund may not ... [p]urchase or sell commodities, except that a fund may, to the extent consistent with its investment objective, invest in securities of companies that purchase or sell commodities or which invest in such programs, and purchase and sell options, forward contracts, futures contracts, and options on futures contracts and enter into swap contracts and other financial transactions relating to commodities. This limitation does not apply to foreign currency transactions, including without limitation forward currency contracts." The Trustees recommend that the affected Funds' current fundamental investment restrictions with respect to investments in commodities be amended as proposed. The proposed amendment would make it clear that the Funds may utilize not only certain futures, but also options, options on futures and other financial transactions that do not involve physical commodities to the extent consistent with the Funds' investment objectives and policies. The addition of financial transactions relating to commodities is intended to give the Funds maximum flexibility to invest in a variety of modern financial instruments that could technically be considered commodities, but which do not involve the direct purchase and sale of physical commodities, which are the intended focus of the restriction. Although Columbia -40- Management generally has no present intention of changing the way in which the Funds are managed as a result of this amendment, this investment flexibility could, in the future, assist the Funds in achieving their investment objectives, in part because such strategies may offer opportunities for hedging and increased investment return. These proposed changes will also reduce administrative and compliance burdens by simplifying and making uniform the fundamental investment restrictions with respect to commodities. 2.E. AMENDING FUNDAMENTAL INVESTMENT RESTRICTIONS WITH RESPECT TO INVESTMENTS IN REAL ESTATE. AFFECTED FUNDS: All Funds except the Merger Funds The 1940 Act requires the Funds to state a fundamental policy regarding the purchase and sale of real estate. EXHIBIT 6 lists the current fundamental investment restriction of each Fund with respect to investment in real estate and securities secured by and/or of companies that deal in real estate. Currently, many Funds' investment policies restrict their ability to sell real estate even when the Fund acquires ownership of the real estate as a result of its permissible investments. For instance, it is possible that a Fund could, as a result of an investment in debt securities of a company that deals in real estate, come to hold an interest in real estate if the issuer defaulted on its debt obligations. Accordingly, the Trustees recommend that this policy be modified to allow the holding and sale of real estate when ownership of real estate results from the exercise of its rights as a holder of real estate securities and to clarify that a Fund may invest in real estate-related securities and real estate-backed securities or instruments. The proposed amended fundamental investment restriction is as follows: "The fund may not ... [p]urchase or sell real estate, except a fund may purchase securities of issuers which deal or invest in real estate and may purchase securities which are secured by real estate or interests in real estate and it may hold and dispose of real estate or interests in real estate acquired through the exercise of its rights as a holder of securities which are secured by real estate or interests therein." These proposed changes will also reduce administrative and compliance burdens by simplifying and making uniform the fundamental investment restrictions with respect to real estate. 2.F. AMENDING FUNDAMENTAL INVESTMENT RESTRICTIONS WITH RESPECT TO UNDERWRITING OF SECURITIES. AFFECTED FUNDS: All Funds except the Merger Funds The 1940 Act requires the Funds to state the extent to which they intend to engage in the business of underwriting securities issued by other persons. Under applicable law, a person or company generally is considered to be an underwriter if the person or company participates in the public distribution of securities of other issuers, which involves purchasing the securities from another issuer with the intention of re-selling the securities to the public. From time to time, a Fund may purchase securities in a private transaction for investment purposes and later sell the securities to institutional investors. Under these or other circumstances, a Fund could -41- possibly be considered to be within the technical definition of an underwriter under applicable law. The SEC staff has issued interpretations that clarify that re-sales of privately placed securities by institutional investors, such as funds, do not make the institutional investor an underwriter in these circumstances. EXHIBIT 7 lists the current fundamental investment restrictions with respect to participation in the underwriting of securities of each of the affected Funds. The proposed amended fundamental investment restriction is as follows: "The fund may not ... [u]nderwrite any issue of securities issued by other persons within the meaning of the [Securities Act of 1933][1933 Act] except when it might be deemed to be an underwriter either: (a) in connection with the disposition of a portfolio security; or (b) in connection with the purchase of securities directly from the issuer thereof in accordance with its investment objective. This restriction shall not limit the fund's ability to invest in securities issued by other registered investment companies." The Trustees recommend that this policy be amended as proposed in order to conform the affected Funds' policies to the statutory and related requirements discussed above and to the policies of the other Funds. In addition, these proposed changes will reduce administrative and compliance burdens by simplifying and making uniform the fundamental investment restrictions with respect to underwriting of securities. 2.G. ELIMINATION OF FUNDAMENTAL INVESTMENT RESTRICTIONS WITH RESPECT TO PURCHASING SECURITIES ON MARGIN AFFECTED FUNDS: Columbia California Tax-Exempt Fund Columbia Connecticut Tax-Exempt Fund Columbia Utilities Fund Columbia Global Equity Fund Columbia Federal Securities Fund Columbia Liberty Fund Columbia Massachusetts Tax-Exempt Fund Columbia New York Tax-Exempt Fund Columbia U.S. Treasury Index Fund Columbia Tax-Exempt Fund Columbia Tax-Exempt Insured Fund
EXHIBIT 8 lists the current fundamental investment restriction of each of the affected Funds with respect to purchasing securities on margin. Section 12(a)(1) of the 1940 Act generally prohibits a fund from purchasing securities on margin in contravention of any SEC rules. To date, however, the SEC has not adopted any such rules. There are no SEC rules requiring, and the 1940 Act does not require, that funds state a fundamental investment policy with respect to purchasing securities on margin. As noted above, although Columbia Management generally has no present intention of changing the way in which the affected Funds are managed as a result of the elimination of these restrictions, the Trustees believe it is not in the Funds' best interests to maintain unnecessary fundamental policies. Accordingly, the Trustees recommend that each affected Fund's fundamental investment restriction with respect to purchasing securities on margin be eliminated. 2.H. ELIMINATION OF FUNDAMENTAL INVESTMENT RESTRICTIONS WITH RESPECT TO INVESTING FOR THE PURPOSE OF EXERCISING CONTROL -42- AFFECTED FUNDS: Columbia Global Equity Fund Columbia Income Fund Columbia U.S. Treasury Index Fund Columbia Growth Stock Fund Columbia Intermediate Bond Fund
EXHIBIT 9 lists the current fundamental investment restriction of each of the affected Funds with respect to investing for the purpose of exercising control. Applicable regulations formerly required disclosure on this subject to the extent that a fund intends to invest in companies for the purpose of exercising control (as defined in the 1940 Act). There is no requirement, however, that a fund have an affirmative policy on this subject, or that any policy that it does have be categorized as fundamental. As noted above, although Columbia Management generally has no present intention of changing the way in which the affected Funds are managed as a result of the elimination of these restrictions, consistent with the Trustees' belief that it is not in the Funds' best interests to maintain fundamental investment restrictions that are not required by applicable law, the Trustees recommend that each affected Fund's fundamental investment restriction with respect to investing for the purpose of exercising control be eliminated. 2.I. ELIMINATION OF FUNDAMENTAL INVESTMENT RESTRICTIONS WITH RESPECT TO SHORT SALES AFFECTED FUND: Columbia U.S. Treasury Index Fund The affected Fund has a fundamental investment restriction stating that: The Fund may not "[m]ake short sales of securities or maintain a short position." There are no SEC rules requiring, and the 1940 Act does not require, that the Fund state a fundamental investment policy with respect to short sales. As noted above, although Columbia Management generally has no present intention of changing the way in which the affected Fund is managed as a result of the elimination of these restrictions, consistent with the Trustees' belief that it is not in the Fund's best interests to maintain fundamental investment restrictions that are not required by applicable law, the Trustees recommend that the affected Fund's fundamental investment restriction with respect to short sales be eliminated. 2.J. AMENDMENT TO FUNDAMENTAL INVESTMENT RESTRICTIONS WITH RESPECT TO CONCENTRATING INVESTMENTS IN AN INDUSTRY AFFECTED FUNDS: All Funds except the Merger Funds Under applicable law, an investment company may not concentrate its investments in any industry or group of industries without shareholder approval, and must concentrate its investments consistent with any policy to do so. Although "concentration" is not defined in the 1940 Act, the SEC has generally regarded a fund as concentrating its investments in an industry if the fund invests more than 25% of its net assets in securities of issuers in that industry. Columbia Global Equity Fund currently concentrates its investments in public utilities industry. The Trustees believe that it would be in the best interests of Columbia Global Equity Fund's shareholders to amend its restrictions to provide that the Fund will no longer concentrate its investments in the utilities industry. This is an exception to Columbia Management's general intention that the way in which the affected Funds are managed will not change as a result of amending the Funds' fundamental restrictions. -43- EXHIBIT 10 lists the affected Funds' current fundamental investment restrictions with respect to concentrating investments in an industry. The proposed amended fundamental investment restriction is as follows: "The fund may not ... [p]urchase any securities which would cause 25% or more of the value of its total assets at the time of purchase to be invested in the securities of one or more issuers conducting their principal business activities in the same industry, provided that: (a) there is no limitation with respect to obligations issued or guaranteed by the U.S. Government, any state or territory of the United States, or any of their agencies, instrumentalities or political subdivisions; and (b) notwithstanding this limitation or any other fundamental investment limitation, assets may be invested in the securities of one or more management investment companies to the extent permitted by the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief." The Trustees recommend that this policy be amended as shown above to conform the affected Funds' policies to the statutory and related requirements discussed above and to the policies of the other Funds. In addition, these proposed changes will reduce administrative and compliance burdens by simplifying and making uniform the fundamental investment restrictions with respect to concentrating investments in an industry. 2.K. ELIMINATION OF FUNDAMENTAL INVESTMENT RESTRICTIONS WITH RESPECT TO PURCHASING ILLIQUID SECURITIES AFFECTED FUND: Columbia U.S. Treasury Index Fund The affected Fund has a fundamental investment restriction stating that: The Fund may not "[i]nvest more than 5% of the value of the Fund's net assets in securities which may be illiquid because of legal or contractual restrictions on resale or securities for which there are no readily available market quotations. For purposes of this limitation, repurchase agreements with maturities greater than seven days shall be considered illiquid securities." The 1940 Act does not require the Fund to state a fundamental investment restriction on this matter although the staff of the SEC has taken the position that an open-end investment company may not invest more than 15% of its net assets in illiquid securities (10% for money market funds). As noted above, although Columbia Management generally has no present intention of changing the way in which the affected Fund is managed as a result of the elimination of these restrictions, the Trustees believe it is not in the Fund's best interests to maintain fundamental policies that are not required by applicable law. Accordingly, the Trustees recommend that the affected Fund's fundamental investment restriction with respect to purchasing illiquid securities be eliminated. 2.L. ELIMINATION OF FUNDAMENTAL INVESTMENT RESTRICTIONS WITH RESPECT TO INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES -44- AFFECTED FUND: Columbia U.S. Treasury Index Fund The affected Fund has a fundamental investment restriction stating that: The Fund may not "[p]urchase securities of other investment companies except as they may be acquired in connection with a merger, consolidation, acquisition, reorganization or offer of exchange and except as permitted under the 1940 Act. Purchases in connection with this restriction may subject shareholders to duplicate fees and expenses." Under the 1940 Act, a Fund's investment in investment companies is limited to, subject to certain exceptions, (i) 3% of the total outstanding voting shares of any one investment company, (ii) 5% of the Fund's total assets with respect to shares of any one investment company, and (iii) 10% of the Fund's total assets with respect to shares of investment companies in the aggregate. The 1940 Act, however, does not require investment companies to maintain fundamental investment policies with respect to investing in securities of other investment companies. In addition, the Securities and Exchange Commission has issued exemptive relief that permits certain investment companies additional flexibility with respect to investments in other investment companies. As noted above, although Columbia Management generally has no present intention of changing the way in which the affected Fund is managed as a result of the elimination of these restrictions, consistent with the Trustees' belief that it is not in the Fund's best interests to maintain fundamental investment restrictions that are not required by applicable law, the Trustees recommend that the affected Fund's fundamental investment restriction with respect to investing in securities of other investment companies be eliminated. 2.M. ELIMINATION OF FUNDAMENTAL INVESTMENT RESTRICTIONS WITH RESPECT TO BUYING AND SELLING PUTS AND CALLS AFFECTED FUND: Columbia Small Cap Value Fund The affected Fund has a fundamental investment restriction stating that: The Fund "[m]ay purchase and sell futures contracts and related options so long as the total initial margin and premiums on the contracts do not exceed 5% of its total assets." The Trustees recommend that the affected Fund's fundamental investment restriction with respect to buying and selling puts and calls be eliminated. If this Proposal is approved, the affected Funds would be able to engage in a variety of transactions involving the use of options to the extent consistent with the Funds' investment objectives and policies. As noted above, although Columbia Management generally has no present intention of changing the way in which the Funds are managed as a result of the elimination of -45- these restrictions, this increased investment flexibility could, in the future, assist each affected Fund in achieving its investment objective. Columbia Management also believes that elimination of this investment restriction would reduce administrative and compliance burdens by conforming each affected Fund's fundamental investment restrictions with the other Funds which currently do not have a fundamental investment restriction with respect to investments in options. For more information regarding options on futures, see Proposal 2.D. above. A Fund may purchase put options to protect its portfolio holdings in an underlying security against a decline in market value. Such protection is provided during the life of the put option since the Fund, as holder of the option, is able to sell the underlying security at the put exercise price regardless of any decline in the underlying security's market price. In order for a put option to be profitable, the market price of the underlying security must decline sufficiently below the exercise price to cover the premium and transaction costs. By using put options in this manner, a fund will reduce any profit it might otherwise have realized from appreciation of the underlying security by the premium paid for the put option and by transaction costs. A Fund may purchase call options to hedge against an increase in the price of securities that the fund wants ultimately to buy. Such hedge protection is provided during the life of the call option since the Fund, as holder of the call option, is able to buy the underlying security at the exercise price regardless of any increase in the underlying security's market price. In order for a call option to be profitable, the market price of the underlying security must rise sufficiently above the exercise price to cover the premium and transaction costs. The successful use of a Fund's options strategies depends on the ability of Columbia Management to forecast correctly interest rate and market movements. When a Fund purchases an option, it runs the risk that it will lose its entire investment in the option in a relatively short period of time, unless the Fund exercises the option or enters into a closing sale transaction before the option's expiration. If the price of the underlying security does not rise (in the case of a call) or fall (in the case of a put) to an extent sufficient to cover the option premium and transaction costs, the Fund will lose part or all of its investment in the option. This contrasts with an investment by the Fund in the underlying security, since the Fund will not realize a loss if the security's price does not change. The effective use of options also depends on a Fund's ability to terminate option positions at times when Columbia Management deems it desirable to do so. There is no assurance that a Fund will be able to effect closing transactions at any particular time or at an acceptable price. REQUIRED VOTE AND EFFECTIVE DATE. Shareholders of each Fund are entitled to vote on each Proposal 2.A. through 2.M. if the Proposal affects their Fund, voting separately by Fund. Approval of each of Proposals 2.A. through 2.M. requires the affirmative vote of a "majority of the outstanding voting securities" of a Fund entitled to vote on such Proposal. As defined by the 1940 Act, a "majority of the outstanding voting securities" means the vote of (i) 67% or more of the Fund's shares present at the Meeting, if the holders of more than 50% of the outstanding shares of the Fund are represented at the Meeting in person or by proxy, or (ii) more than 50% of the Fund's outstanding shares, whichever is less. To the extent multiple Proposals apply to the same Fund, the adoption of any of these Proposals is not contingent on the adoption of any other -46- Proposal by shareholders of the Fund. In addition, with respect to each Fund, the adoption of any of these Proposals 2.A. through 2.M. is not contingent on election of any Trustees pursuant to Proposal 1. As noted above, if approved by shareholders at the Meeting, each Proposal 2.A. through 2.M. will take effect on [___________], 2005. THE TRUSTEES UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS VOTE FOR PROPOSAL 2.A. THROUGH 2.M., AS APPLICABLE. III. OTHER INFORMATION Certain additional information regarding Columbia Management and the Meeting is presented below. MANAGEMENT Columbia Management, located at One Financial Center, Boston, MA 02111, is the Funds' investment adviser. Columbia Management, a registered investment adviser, has been an investment adviser since 1969. Columbia Funds Distributor, Inc. ("CFD"), located at One Financial Center, Boston, MA 02111, is the Funds' distributor. Columbia Management and CFD are wholly owned subsidiaries of Columbia Management Group, Inc. ("CMG"), which is a wholly owned subsidiary of Bank of America Corporation. Prior to April 1, 2004, CMG was an indirect wholly owned subsidiary of Fleet Boston Financial Corporation. Effective April 1, 2004, Fleet Boston Financial Corporation was acquired by Bank of America Corporation. Bank of America is one of the world's largest financial institutions, serving individual consumers, small businesses and large corporations and institutions with a full range of banking, investing, asset management and other financial and risk management products and services. CMG is located at One Financial Center, Boston, MA 02111. LEGAL PROCEEDINGS On February 9, 2005, Columbia Management and CFD (collectively, the "Columbia Group") entered into an Assurance of Discontinuance with the New York Attorney General ("NYAG") (the "NYAG Settlement") and consented to the entry of a cease-and-desist order by the Securities and Exchange Commission ("SEC") (the "SEC Order"). The SEC Order and the NYAG Settlement are referred to collectively as the "Settlements". The Settlements contain substantially the same terms and conditions as outlined in the agreements in principle which Columbia Group entered into with the SEC and NYAG in March 2004. Under the terms of the SEC Order, the Columbia Group has agreed among other things, to: pay $70 million in disgorgement and $70 million in civil money penalties; cease and desist from violations of the antifraud provisions and certain other provisions of the federal securities laws; maintain certain compliance and ethics oversight structures; retain an independent -47- consultant to review the Columbia Group's applicable supervisory, compliance, control and other policies and procedures; and retain an independent distribution consultant (see below). The Columbia Funds have also undertaken to implement certain governance measures designed to maintain the independence of their boards of trustees. The NYAG Settlement also, among other things, requires Columbia and its affiliates, Banc of America Capital Management, LLC and BACAP Distributors, LLC to reduce certain Columbia Funds, Nations Funds and other mutual funds management fees collectively by $32 million per year for five years, for a projected total of $160 million in management fee reductions. Pursuant to the procedures set forth in the SEC order, the $140 million in settlement amounts described above will be distributed in accordance with a distribution plan to be developed by an independent distribution consultant, who is acceptable to the SEC staff and the Columbia Funds' independent trustees. The distribution plan must be based on a methodology developed in consultation with the Columbia Group and the Fund's independent trustees and not unacceptable to the staff of the SEC. "At this time, the distribution plan is still under development. As such, any gain to the fund or its shareholders can not currently be determined." As a result of these matters or any adverse publicity or other developments resulting from them, there may be increased redemptions or reduced sales of fund shares, which could increase transaction costs or operating expenses, or have other adverse consequences for the funds. A copy of the SEC Order is available on the SEC website at http://www.sec.gov. A copy of the NYAG Settlement is available as part of the Bank of America Corporation Form 8-K filing on February 10, 2005. On January 11, 2005, a putative class action lawsuit was filed in federal district court in Massachusetts against, among others, the Trustees of the Fund and Columbia. The lawsuit alleges that defendants violated common law duties to fund shareholders as well as sections of the Investment Company Act of 1940, by failing to ensure that the Fund and other affiliated funds participated in securities class action settlements for which the funds were eligible. Specifically, plaintiffs allege that defendants failed to submit proof of claims in connection with settlements of securities class action lawsuits filed against companies in which the funds held positions. In 2004, certain Columbia funds, advisers and affiliated entities were named as defendants in certain purported shareholder class and derivative actions making claims, including claims under the Investment Company and the Investment Advisers Acts of 1940 and state law. The suits allege, inter alia, that the fees and expenses paid by the funds are excessive and that the advisers and their affiliates inappropriately used fund assets to distribute the funds and for other improper purpose. On March 2, 2005, the actions were consolidated in the Massachusetts federal court as In re Columbia Entities Litigation. The plaintiffs are expected to file a consolidated amended complaint in June 2005. The Fund and the other defendants to these actions, including Columbia and various of its affiliates, certain other mutual funds advised by Columbia and its affiliates, and various directors of such funds, have denied these allegations and are contesting the plaintiffs' claims. These proceedings are ongoing, however, based on currently available information, Columbia believes that these lawsuits are without merit, that the likelihood they will have a material adverse impact on any fund is remote, and that the lawsuits are not likely to materially affect its ability to provide investment management -48- services to its clients, including the Fund. In connection with events described in detail above, various parties have filed suit against certain funds, their Boards, FleetBoston Financial Corporation and its affiliated entities and/or Bank of America Corporation and its affiliated entities. More than 300 cases including those filed against entities unaffiliated with the funds, their Boards, FleetBoston Financial Corporation and its affiliated entities and/or Bank of America Corporation and its affiliated entities have been transferred to the Federal District Court in Maryland and consolidated in a multi-district proceeding (the "MDL"). On March 21, 2005 purported class action plaintiffs filed suit in Massachusetts state court alleging that the conduct, including market timing, entitles Class B shareholders in certain Columbia funds to an exemption from contingent deferred sales charges upon early redemption (the "CDSC Lawsuit"). The CDSC Lawsuit has been removed to federal court in Massachusetts and the federal Judicial Panel has conditionally ordered its transfer to the MDL. The MDL is ongoing. Accordingly, an estimate of the financial impact of this litigation on any Fund, if any, can not currently be made. -49- OTHER BUSINESS The Meeting has been called to transact any business that properly comes before it. The only business that management of the Funds intends to present or knows that others will present is the Proposals. If any other matters properly come before the Meeting, and on all matters incidental to the conduct of the Meeting, the persons named as proxies intend to vote the proxies in accordance with their judgment, unless the Secretary of the Funds has previously received written contrary instructions from the shareholder entitled to vote the shares. OUTSTANDING SHARES AND SIGNIFICANT SHAREHOLDERS The table in Appendix E lists for each Fund the total number of shares outstanding as of the close of business on June 28, 2005, for each class of a Fund's shares entitled to vote at the Meeting. The table in Appendix F lists each holder of more than five percent of any class of shares of each Fund as of the close of business on May 31, 2005. The Trustees and officers of each Fund, in the aggregate, owned less than 1% of each Fund's outstanding shares as of May 31, 2005. INFORMATION ABOUT THE MEETING AND THE VOTING AND TABULATION OF PROXIES All proxies solicited by or on behalf of the Board that are properly executed and returned in time to be voted at the Meeting will be voted at the Meeting as instructed on the proxy. If no instructions are given, the proxy will be voted in favor of the Proposals. Any proxy may be revoked at any time prior to its being exercised by written notification received by the Funds' Secretary, by the execution of a later dated proxy, or by attending the Meeting and voting in person. Votes cast in person or by proxy at the Meeting will be counted by persons appointed by the Funds as tellers for the Meeting (the "Tellers"). For each Fund, 30% of the shares of the Fund outstanding on the Record Date and entitled to vote, present at the Meeting in person or represented by proxy, constitutes a quorum for the transaction of business by the shareholders of that Fund. Approval of Proposal 1 is by a plurality of votes cast at the Meeting. Approval of each of Proposals 2.A. through 2.M. requires the affirmative vote of a "majority of the outstanding voting securities" of a Fund entitled to vote on such Proposal. As defined by the 1940 Act, a "majority of the outstanding voting securities" means the vote of (i) 67% or more of the Fund's shares present at the Meeting, if the holders of more than 50% of the outstanding shares of the Fund are represented at the Meeting in person or by proxy, or (ii) more than 50% of the Fund's outstanding shares, whichever is less. Only shareholders of record on June 28, 2005, may vote. -50- In determining whether a quorum is present, the Tellers will count shares represented by proxies that reflect abstentions, and "broker non-votes," as shares that are present and entitled to vote. With respect to Proposal 1, withheld authority, abstentions and broker non-votes have no effect on the outcome of voting. With respect to any other Proposals, withheld authority, abstentions and broker non-votes have the effect of a vote "against" the Proposal. "Broker non-votes" are shares held by brokers or nominees as to which (i) the broker or nominee does not have discretionary voting power, and (ii) the broker or nominee has not received instructions from the beneficial owner or other person who is entitled to instruct how the shares will be voted. ADJOURNMENTS If a quorum is not present at the Meeting, the Meeting will be adjourned to permit further solicitation of proxies. In the event that a quorum is present at the Meeting but sufficient votes to approve any of the proposals have not been received, the persons named as proxies may propose one or more adjournments of the Meeting to permit further solicitation of proxies. A shareholder vote may be taken on one or more of the proposals referred to above prior to such adjournment if sufficient votes have been received and it is otherwise appropriate. Any such adjournment will require the affirmative vote of a majority of those shares voted at the Meeting (without regard to abstentions and broker non-votes). If a quorum is present, the persons named as proxies will vote those proxies that entitle them to vote for any such proposal in favor of such adjournment and will vote those proxies that require them to vote for rejection of any such proposal against any such adjournment. SUBMISSION OF PROPOSALS FROM SHAREHOLDERS AT FUTURE MEETINGS Your Fund does not regularly hold annual shareholder meetings, but may from time to time schedule special meetings. In accordance with the regulations of the SEC, in order to be eligible for inclusion in the Fund's proxy statement for such a meeting, a shareholder proposal must be received a reasonable time before the Fund prints and mails its proxy statement. You may submit shareholder proposals c/o the Secretary of the Funds, One Financial Center, Boston, Massachusetts 02111-2621. OTHER INFORMATION EACH FUND HAS PREVIOUSLY SENT ITS MOST RECENT ANNUAL REPORT AND SEMI-ANNUAL REPORT FOR ANY SUBSEQUENT SEMI-ANNUAL PERIOD TO ITS SHAREHOLDERS. YOU MAY OBTAIN A COPY OF THE REPORT, FREE OF CHARGE, BY WRITING TO COLUMBIA AT ONE FINANCIAL CENTER, BOSTON, MASSACHUSETTS 02111-2621, OR BY CALLING 1-800-426-3750. -51- APPENDIX A - OFFICER INFORMATION The names and ages of the executive officers of the Funds, the year each was first elected or appointed to office and their principal business occupations during at least the last five years are shown below. The address of each officer is One Financial Center, Boston, MA 02111-2621.
YEAR FIRST ELECTED OFFICERS OR APPOINTED TO NAME/AGE AND ADDRESS POSITION WITH FUNDS OFFICE PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS - --------------------- ------------------- ------------------ ----------------------------------------------------------------- Christopher L. Wilson Head of Mutual Funds 2004 Head of Mutual Funds since August, 2004 and Senior Vice President (Age 47) since August 2004; of the Advisor since January, 2005; President of the Columbia President of the Funds, Liberty Funds and Stein Roe Funds since October, 2004; Columbia Funds since President and Chief Executive Officer of the Nations Funds since October 2004 January, 2005; Senior Vice President of BACAP Distributors LLC since January, 2005; Director of FIM Funding, Inc. since January, 2005; Senior Vice President of Columbia Funds Distributor, Inc. since January, 2005; Director of Columbia Funds Services, Inc. since January, 2005 (formerly President and Chief Executive Officer, CDC IXIS Asset Management Services, Inc. from September, 1998 to August, 2004). J. Kevin Connaughton Treasurer 2000 Treasurer of the Columbia Funds since October, 2003 and of the (Age 40) Liberty Funds, Stein Roe Funds and All-Star Funds since December, 2000; Vice President of the Advisor since April, 2003 (formerly President of the Columbia Funds, Liberty Funds and Stein Roe Funds from February, 2004 to October, 2004; Chief Accounting Officer and Controller of the Liberty Funds and All-Star Funds from February, 1998 to October, 2000); Treasurer of the Galaxy Funds since September, 2002 (formerly Treasurer from December, 2002 to December, 2004 and President from February, 2004 to December, 2004 of the Columbia Management Multi-Strategy Hedge Fund, LLC; Vice President of Colonial Management Associates, Inc. from February, 1998 to October, 2000). Mary Joan Hoene Senior Vice 2004 Senior Vice President and Chief Compliance Officer of the (Age 54) President and Columbia Funds, Liberty Funds, Stein Roe Funds and All-Star Funds 40 West 57th Street Chief Compliance since August, 2004 (formerly Partner, Carter, Ledyard & Milburn New York, NY 10019 Officer since 2004 LLP from January, 2001 to August, 2004; Counsel, Carter, Ledyard & Milburn LLP from November, 1999 to December, 2000; Vice President and Counsel, Equitable Life Assurance Society of the United States from April, 1998 to November, 1999). Michael G. Clarke Chief 2004 Chief Accounting Officer of the Columbia Funds, Liberty Funds, (Age 35) Accounting Stein Roe Funds and All-Star Funds since October, 2004 (formerly Officer since Controller of the Columbia Funds, Liberty Funds, Stein Roe Funds October 2004 and the All-Star Funds from May, 2004 to October, 2004); Assistant treasurer from June, 2002 to May, 2004; Vice President, Product Strategy & Development of the Liberty Funds Group from February, 2001 to June, 2002; Assistant Treasurer of the Liberty Funds Group from February, 2001 to June, 2002; Assistant Treasurer of the Liberty Funds, Stein Roe Funds and the All-Star Funds from August, 1999 to February, 2001; Audit Manager, Deloitte & Touche LLP from May, 1997 to August, 1999. Jeffrey R. Controller 2004 Controller of the Columbia Funds, Liberty Funds, Stein Roe Funds Coleman (Age 35) since October and the All-Star Funds since October, 2004 (formerly Vice 2004 President of CDC IXIS Asset Management Services, Inc. and Deputy Treasurer of the CDC Nvest Funds and Loomis Sayles Funds from February, 2003 to September, 2004; Assistant Vice President of CDC IXIS Asset Management Services, Inc. and Assistant Treasurer of the CDC Nvest Funds from August, 2000 to February, 2003; Tax Manager of PFPC, Inc. from November, 1996 to August, 2000). R. Scott Secretary 2004 Secretary of the Columbia Funds, Liberty Funds and the Stein Roe Henderson since Funds since December, 2004 (formerly Of Counsel Bingham McCutchen (Age 45) December 2004 from April 2001 to September 2004; Executive Director and General Counsel, Massachusetts Pension Reserves Investment Management Board from September, 1997 to March, 2001).
A-1 APPENDIX B.1 -- TRUSTEES' COMPENSATION For the calendar year ended December 31, 2004, the Trustees received the following compensation for serving as Trustees:
TOTAL COMPENSATION FROM THE FUND COMPLEX PAID TO THE PENSION OR RETIREMENT TRUSTEES FOR THE BENEFITS ACCRUED AS PART CALENDAR YEAR ENDED OF FUND EXPENSES (1) DECEMBER 31, 2004 ------------------------ --------------------------- DISINTERESTED TRUSTEES Douglas A. Hacker N/A $135,000 Janet Langford Kelly N/A $148,500 Richard W. Lowry N/A $150,700 Charles R. Nelson N/A $141,500 John J. Neuhauser N/A $158,284 Patrick J. Simpson (2) N/A $129,000 Thomas E. Stitzel N/A $149,000 Thomas C. Theobald (2) N/A $172,500 Anne-Lee Verville (2) N/A $157,000 Richard L. Woolworth N/A $131,000 INTERESTED TRUSTEE William E. Mayer N/A $166,700
(1) The Funds do not currently provide pension or retirement plan benefits to the Trustees. (2) During the calendar year ended December 31, 2004, Mr. Simpson deferred $129,000 of his total compensation pursuant to the deferred compensation plan, Mr. Theobald deferred $90,000 of his total compensation pursuant to the deferred compensation plan and Ms. Verville deferred $55,000 of her total compensation pursuant to the deferred compensation plan. B-1 APPENDIX B.2 -- TRUSTEES' COMPENSATION For the last fiscal year, the Trustees received from each Fund the following compensation for serving as Trustees:
AGGREGATE AGGREGATE AGGREGATE AGGREGATE AGGREGATE COMPENSATION FROM COMPENSATION COMPENSATION FROM COMPENSATION FROM COMPENSATION FROM HYOF FOR THE FISCAL FROM SIF FOR THE FSF FOR THE FISCAL QPBF FOR THE FISCAL IGIF FOR THE FISCAL YEAR ENDED FISCAL YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED Trustee MAY 31, 2005 MAY 31, 2005 AUGUST 31, 2004 APRIL 30, 2005 APRIL 30, 2004 ------------------- ----------------- ------------------ ------------------ ------------------- Douglas A. Hacker $1,685 $2,955 3,132 $2,062 $1,153 Janet Langford Kelly 1,937 3,415 3,140 2,337 1,305 Richard W. Lowry 1,544 2,722 2,941 1,876 1,049 William E. Mayer 1,787 3146 3,232 2,158 1,208 Charles R. Nelson 1,792 3,156 3,121 2,149 1,202 John J. Neuhauser 1,619 2,848 3,115 1,955 1,094 Patrick J. Simpson(a) 1,612 2,839 2,497 1,939 1,085 Thomas E. Stitzel 1,816 3,187 3,342 2,201 1,231 Thomas C. Theobald(b) 2,201 3,864 3,788(e) 2,706 1,509 Anne-Lee Verville(c) 1,939 3,399 3,691 2,355 1,317 Richard L. Woolworth 1,546 2,713 2,732 1,887 1,055
(a) During the fiscal year ended May 31, 2005, Mr. Simpson deferred $1,612 and $2,839 of his compensation from HYOF and SIF, respectively. During the fiscal year ended August 31, 2004, Mr. Simpson deferred $2,497 of his compensation from FSF. During the fiscal year ended April 30, 2005, Mr. Simpson deferred $1,939 of his compensation from QPBF and $1,085 from IGIF. (b) During the fiscal year ended May 31, 2005, Mr. Theobald deferred $1,287 and $2,233 of his compensation from HYOF and the SIF, respectively. During the fiscal year ended August 31, 2004, Mr. Theobald deferred $1,845 of his compensation from FSF. During the fiscal year ended April 30, 2005, Mr. Theobald deferred $1,622 of his compensation from QPBF and $901 from IGIF. (c) During the fiscal year ended May 31, 2005, Ms. Verville deferred $400 and $665 of her compensation from HYOF and SIF, respectively. During the fiscal year ended August 31, 2004, Ms. Verville deferred $1,320 of her compensation from FSF. During the fiscal year ended April 30, 2005, Ms. Verville deferred $478 of her compensation from QPBF and $277 from IGIF.
AGGREGATE AGGREGATE AGGREGATE AGGREGATE AGGREGATE COMPENSATION COMPENSATION COMPENSATION COMPENSATION COMPENSATION FROM TMGF FOR THE FROM TMVF FOR FROM LF FOR THE FROM MCVF FOR FROM TEF FOR THE FISCAL YEAR THE FISCAL YEAR FISCAL YEAR THE FISCAL YEAR FISCAL YEAR ENDED ENDED ENDED ENDED ENDED Trustee OCTOBER 31, 2004 OCTOBER 31, 2004 SEPTEMBER 30, 2004) SEPTEMBER 30, 2004 NOVEMBER 30, 2004 - ------- ---------------- ---------------- ------------------ ------------------ ----------------- Douglas A. Hacker $ 988 $ 566 $ 2,959 $ 3,375 $ 3,705 Janet Langford Kelly 1,044 597 3,009 3,485 3,956 Richard W. Lowry 927 536 2,845 3,145 3,457 William E. Mayer 1,032 600 3,125 3,463 3,918 Charles R. Nelson 1,023 588 3,008 3,463 3,866 John J. Neuhauser 969 560 2,965 3,347 3,664 Patrick J. Simpson(a) 947 548 2,485 2,682 3,529 Thomas E. Stitzel 1,043 607 3,052 3,461 3,917 Thomas C. Theobald(b) 1,291 725 4,137 4,122 4,934 Anne-Lee Verville(c) 1,155 666 3,503 3,927 4,322 Richard L. Woolworth 931 547 2,504 2,646 3,446 AGGREGATE AGGREGATE COMPENSATION COMPENSATION FROM TEIF FOR THE FROM UF FOR THE FISCAL YEAR FISCAL YEAR ENDED ENDED Trustee NOVEMBER 30, 2004 NOVEMBER 30, 2004 - ------- ----------------- ----------------- Douglas A. Hacker $ 745 $ 2,236 Janet Langford Kelly 794 2,364 Richard W. Lowry 703 2,215 William E. Mayer 794 2,464 Charles R. Nelson 781 2,383 John J. Neuhauser 744 2,322 Patrick J. Simpson(a) 720 2,282 Thomas E. Stitzel 805 2,602 Thomas C. Theobald(b) 962 2,640 Anne-Lee Verville(c) 875 2,718 Richard L. Woolworth 716 2,415
(a) During the fiscal year ended October 31, 2004, Mr. Simpson deferred $947 of his compensation from TMGF and $548 of his compensation from TMVF. During the fiscal year ended September 30, 2004, Mr. Simpson deferred $2,682 of his compensation from MCVF and $2,485 of his compensation from LF. During the fiscal year ended November 30, 2004, Mr. Simpson deferred $3,529 of his compensation from TEF and $720 of his compensation from TEIF. During the fiscal year ended November 30, 2004, Mr. Simpson deferred $2,282 of his compensation from UF. (b) During the fiscal year ended October 31, 2004, Mr. Theobald deferred $745 his compensation from TMGF and $387 of his compensation from TMVF. During the fiscal year ended September 30, 2004, Mr. Theobald deferred $2,278 of his compensation from MCVF and $2,839 of his compensation from LF. During the fiscal year ended November 30, 2004, Mr. Theobald deferred $3,018 of his compensation from TEF and $529 of his compensation from TEIF. During the fiscal year ended November 30, 2004, Mr. Theobald deferred $869 of his compensation from UF. (c) During the fiscal year ended October 31, 2004, Ms. Verville deferred $455 of her compensation from TMGF and $236 of her compensation from TMVF. During the fiscal year ended September 30, 2004, Ms. Verville deferred $1,602 of her compensation from MCVF and $1,895 compensation from LF. During the fiscal year ended November 30, 2004, Ms. Verville deferred $1,844 of her compensation from the TEF and $323 from the TEIF. During the fiscal year ended November 30, 2004, Ms. Verville deferred $531 of her compensation from UF.
AGGREGATE AGGREGATE AGGREGATE AGGREGATE COMPENSATION COMPENSATION COMPENSATION COMPENSATION FROM CTEF FOR THE FROM CCTEF FOR THE FROM MTEF FOR THE FROM NYTEF FOR THE FISCAL YEAR ENDED FISCAL YEAR ENDED FISCAL YEAR ENDED FISCAL YEAR ENDED Trustee OCTOBER 31, 2004 OCTOBER 31, 2004 OCTOBER 31, 2004 OCTOBER 31, 2004 - ------- ------------------------- ------------------ ------------------------ ------------------------- Douglas A. Hacker $1,029 $1,535 $885 $753 Janet Langford Kelly 1,136 1,591 930 818 Richard W. Lowry 993 1,505 839 748 William E. Mayer 1,120 1,665 938 834 Charles R. Nelson 1,110 1,606 917 812 John J. Neuhauser 1,039 1,568 877 809 Patrick J. Simpson(a) 1,017 1,551 859 795 Thomas E. Stitzel 1,127 1,760 952 885 Thomas C. Theobald(b) 1,344 1,777 1,128 993 Anne-Lee Verville(c) 1,240 1,844 1,041 956 Richard L. Woolworth 989 1,647 861 811
(a) During the fiscal year ended October 31, 2004, Mr. Simpson deferred $1,017 of his compensation from CTEF, $1,551 from CCTEF, $859 from MTEF and $795 from NYTEF. (b) During the fiscal year ended October 31, 2004, Mr. Theobald deferred $724 of his compensation from CTEF, $555 from CCTEF, $591 from MTEF and $447 from NYTEF. (c) During the fiscal year ended October 31, 2004, Ms. Verville deferred $443 of her compensation from CTEF, $339 from CCTEF, $361 from MTEF and $273 from NYTEF.
AGGREGATE AGGREGATE AGGREGATE AGGREGATE COMPENSATION FROM COMPENSATION FROM COMPENSATION FROM COMPENSATION FROM CIMBF FOR THE FISCAL FIMBF FOR THE THE MIMBF FOR THE NJIMBF FOR THE YEAR ENDED FISCAL YEAR ENDED FISCAL YEAR ENDED FISCAL YEAR ENDED TRUSTEE OCTOBER 31, 2004 OCTOBER 31, 2004 OCTOBER 31, 2004 OCTOBER 31, 2004 -------------------- ------------------ ------------------ ----------------- Douglas A. Hacker 794 0 1,106 607 Janet Langford Kelly 837 784 1,164 639 Richard W. Lowry 748 725 1,038 576 William E. Mayer 838 806 1,163 644 Charles R. Nelson 822 783 1,142 631 John J. Neuhauser 782 757 1,086 602 Patrick J. Simpson(a) 765 745 1,061 590 Thomas E. Stitzel 844 837 1,168 655 Thomas C. Theobald(b) 1,029 909 1,446 771 Anne-Lee Verville(c) 930 893 1,293 715 Richard L. Woolworth 757 771 1,047 708 AGGREGATE AGGREGATE AGGREGATE COMPENSATION FROM COMPENSATION FROM COMPENSATION FROM NYIMBF FOR THE RIIMBF FOR THE ITEBF FOR THE FISCAL FISCAL YEAR ENDED FISCAL YEAR ENDED YEAR ENDED TRUSTEE OCTOBER 31, 2004 OCTOBER 31, 2004 OCTOBER 31, 2004 -------------------- ------------------ -------------------- Douglas A. Hacker 674 1,053 2,201 Janet Langford Kelly 710 1,095 1,631 Richard W. Lowry 639 1,023 1,462 William E. Mayer 715 1,135 1,636 Charles R. Nelson 700 1,098 1,604 John J. Neuhauser 668 1,066 1,528 Patrick J. Simpson(a) 654 1,052 1,496 Thomas E. Stitzel 726 1,186 1,653 Thomas C. Theobald(b) 858 1,253 1,997 Anne-Lee Verville(c) 793 1,257 1,818 Richard L. Woolworth 654 1,100 1,488
a) During the fiscal year ended October 31, 2004, Mr. Simpson deferred $,765, $745, $1,061, $590, $654, $1,052, and $1,496 of his compensation from the CIMBF, FIMBF, MIMBF, NJIMBF, NYIMBF, RIIMBF and ITEBF, respectively. (b) During the fiscal year ended October 31, 2004, Mr. Theobald deferred $57455, $376, $833, $400, $449, $471, and $1,094 of his compensation from CIMBF, FIMBF, MIMBF, NJIMBF, NYIMBF, RIIMBF and ITEBF, respectively. (c) During the fiscal year ended October 31, 2004, Ms. Verville deferred $351, $230, $509, $244, $274, $288 and $668 of her compensation from CIMBF, FIMBF, MIMBF, NJIMBF, NYIMBF, RIIMBF and ITEBF, respectively.
AGGREGATE AGGREGATE COMPENSATION AGGREGATE COMPENSATION AGGREGATE AGGREGATE FROM SCVF FOR COMPENSATION FROM NTF FOR THE COMPENSATION COMPENSATION THE FISCAL YEAR FROM GIF FOR THE FISCAL YEAR FROM HYMF FOR THE FROM MMF FOR THE Trustee ENDED FISCAL YEAR ENDED ENDED FISCAL YEAR ENDED FISCAL YEAR ENDED JUNE 30, 2004 JULY 31, 2004 AUGUST 31, 2004 JUNE 30, 2004 JUNE 30, 2004 -------------- ----------------- ---------------- ----------------- ----------------- Douglas A. Hacker 1,273 $3,956 $1,181 $1,551 $1,448 Janet Langford Kelly 1,149 3,873 1,178 1,437 1,297 Richard W. Lowry 1,139 3,589 1,099 1,427 1,284 Salvatore Macera(a) 51 0 N/A 49 66 William E. Mayer 1,257 3,948 1,202 1,573 1,420 Charles R. Nelson 1,232 3,824 1,167 1,527 1,515 John J. Neuhauser 1,320 3,891 1,154 1,611 1,503 Patrick J. Simpson(b) 677 2,448 928 994 690 Thomas Stitzel 1,221 3,870 1,240 1,560 1,351 Thomas C. Theobald(c) 1,373 4,969 1,442 1,722 1,856 Anne-Lee Verville(d) 1,482 4,566 1,383 1,825 1,686 Richard L. Woolworth 731 2,599 1,013 1,080 733
(a) Mr. Macera retired as a Trustee from the Board of Trustees effective June 18, 2003. (b) During the fiscal year ended June 30, 2004, Mr. Simpson deferred $677 of his compensation from SCVF. During the fiscal year ended July 31, 2004, Mr. Simpson deferred $2,448 of his compensation from GIF. During the fiscal year ended August 31, 2004, Mr. Simpson deferred $928 of his compensation from NTF. During the fiscal year ended June 30, 2004, Mr. Simpson deferred $994 and $690 of his compensation from HYMF and MMF, respectively. (c) During the fiscal year ended June 30, 2004, Mr. Theobald deferred $640 of his compensation from SCVF. During the fiscal year ended July 31, 2004, Mr. Theobald deferred $2,886 of his compensation from GIF. During the fiscal year ended August 31, 2004, Mr. Theobald deferred $778 of his compensation from NTF. During the fiscal year ended June 30, 2004, Mr. Theobald deferred $752 and $888 of his compensation from HYMF and MMF, respectively (d) During the fiscal year ended June 30, 2004, Ms. Verville deferred $ 552 of her compensation from SCVF. During the fiscal year ended July 31, 2004, Ms. Verville deferred $2,061 of her compensation from GIF. During fiscal year ended August 31, 2004, Ms. Verville deferred $558 of her compensation from NTF. During the fiscal year ended June 30, 2004, Ms. Verville deferred $612 and $612 of her compensation from HYMF and MMF, respectively.
AGGREGATE AGGREGATE AGGREGATE AGGREGATE AGGREGATE COMPENSATION COMPENSATION COMPENSATION COMPENSATION COMPENSATION FROM LCGF FOR FROM DVF FOR THE FROM LCCF FOR THE FROM SCF FOR THE FROM AAF FOR THE THE FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR ENDED ENDED ENDED ENDED ENDED SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30, TRUSTEE 2004 2004 2004 2004 2004 ---------------- -------------- -------------- -------------- ----------------- Douglas A. Hacker $1,332 $2,243 $1,458 $1,392 $2,562 Janet Langford Kelly 1,346 2,274 1,483 1,409 2,676 Richard W. Lowry 1,230 2,051 1,394 1,303 2,341 William E. Mayer 1,356 2,272 1,515 1,431 2,605 Charles R. Nelson 1,344 2,267 1,484 1,281 2,653 John J. Neuhauser 1,316 2,211 1,450 1,383 2,521 Patrick J. Simpson(a) 1,103 1,922 1,073 1,144 2,188 Thomas E. Stitzel 1,364 2,293 1,517 1,448 2,646 Thomas C. Theobald(b) 1,612 2,731 1,717 1,658 3,077 Anne-Lee Verville(c) 1,533 2,575 1,705 1,614 2,966 Richard L. Woolworth 1,109 1,924 1,088 1,163 2,145 AGGREGATE AGGREGATE COMPENSATION COMPENSATION FROM SCEF FOR THE FROM DIF FOR THE FISCAL YEAR FISCAL YEAR ENDED ENDED SEPTEMBER 30, SEPTEMBER 30, TRUSTEE 2004 2004 ----------------- --------------- Douglas A. Hacker $1,304 $1,013 Janet Langford Kelly 1,326 1,027 Richard W. Lowry 1,232 965 William E. Mayer 1,344 1,055 Charles R. Nelson 1,323 1,032 John J. Neuhauser 1,291 1,014 Patrick J. Simpson(a) 979 823 Thomas E. Stitzel 1,341 1,074 Thomas C. Theobald(b) 1,562 1,180 Anne-Lee Verville(c) 1,516 1,185 Richard L. Woolworth 982 849
(a) During the fiscal year ended September 30, 2004, Mr. Simpson deferred $1,103, $1,922, $1,073, $1,144, $2,188, $979, $823 from AAF, LCGF, DVF, LCCF, SCF and SCEF, respectively. (b) During the fiscal year ended September 30, 2004, Mr. Theobald deferred $824, $1,377, $921, $812, $1,566, $872, $542 from AAF, LCGF, DVF, LCCF, SCF and SCEF, respectively. (c) During the fiscal year ended September 30, 2004, Ms. Verville deferred $555, $889, $716, $567, $1,035, $654, $398 from AAF, LCGF, DVF, LCCF, SCF and SCEF, respectively.
AGGREGATE AGGREGATE COMPENSATION FROM GSF COMPENSATION FOR THE FISCAL YEAR FROM YIF FOR THE ENDED FISCAL YEAR ENDED Trustee SEPTEMBER 30, 2004 SEPTEMBER 30, 2004 - ------- -------------------- ------------------ Douglas A. Hacker $2,404 $1,951 Janet Langford Kelly 2,432 1,981 Richard W. Lowry 2,266 1,810 William E. Mayer 2,482 1,982 Charles R. Nelson 2,437 1,977 John J. Neuhauser 2,393 1,927 Patrick J. Simpson(a) 1,948 1,506 Thomas Stitzel 2,510 2,008 Thomas C. Theobald(b) 2,853 2,205 Anne-Lee Verville(c) 2,796 2,245 Richard L. Woolworth 1,990 1,514
(a) During the fiscal year ended September 30, 2004, Mr. Simpson deferred $1,948 of his compensation from GSF and $1,506 of his compensation from YIF. (b) During the fiscal year ended September 30, 2004, Mr. Theobald deferred $1,404 of his compensation from GSF and $1,004 of his compensation from YIF. (c) During the fiscal year ended September 30, 2004, Ms. Verville deferred $1,004 of her compensation from GSF and $750 of her compensation from YIF.
AGGREGATE AGGREGATE AGGREGATE AGGREGATE AGGREGATE COMPENSATION COMPENSATION COMPENSATION COMPENSATION COMPENSATION FROM GEF FOR THE FROM MMMF FOR FROM LCIF FOR THE FROM USTIF FOR FROM SCIF FOR THE FISCAL YEAR THE FISCAL YEAR FISCAL YEAR THE FISCAL YEAR FISCAL YEAR ENDED ENDED ENDED ENDED ENDED Trustee MARCH 31, 2005 MARCH 31, 2005 MARCH 31,2005 MARCH 31, 2005 MARCH 31, 2005 - ------- -------------- -------------- ---------------- -------------- -------------- Douglas A. Hacker $ 626 $ 1,008 $1,965 $907 $939 Janet Langford Kelly 678 997 2,228 958 1,053 Richard W. Lowry 563 886 1,796 813 855 William E. Mayer 652 1,036 2,067 943 985 Charles R. Nelson 644 988 2,070 920 983 John J. Neuhauser 596 942 1,892 860 902 Patrick J. Simpson(a) 586 933 1,857 848 689 Thomas E. Stitzel 678 1,083 2,132 979 784 Thomas C. Theobald(b) 760 1,100 2,569 1,086 1,212 Anne-Lee Verville(c) 709 1,118 2,255 1,023 1,074 Richard L. Woolworth 593 1,000 1,813 871 872 AGGREGATE AGGREGATE COMPENSATION COMPENSATION FROM IF FOR THE FROM IBF FOR THE FISCAL YEAR FISCAL YEAR ENDED ENDED Trustee MARCH 31, 2005 MARCH 31, 2005 - ------- -------------- -------------- Douglas A. Hacker $1,403 $2,291 Janet Langford Kelly 1,576 2,609 Richard W. Lowry 1,279 2,096 William E. Mayer 1,473 2,411 Charles R. Nelson 1,469 2,418 John J. Neuhauser 1,348 2,208 Patrick J. Simpson(a) 1,324 2,166 Thomas E. Stitzel 1,522 2,487 Thomas C. Theobald(b) 1,818 3,013 Anne-Lee Verville(c) 1,607 2,632 Richard L. Woolworth 1,304 2,110
(a) During the fiscal year ended March 31, 2005, Mr. Simpson deferred $586 of his compensation from GEF, $933 from MMMF, $1,857 from LCIF, $848 from USTIF, $885 from SCIF, $1,324 from IF, and $2,166 from IBF. (b) During the fiscal year ended March 31, 2005, Mr. Theobald deferred $385 of his compensation from GEF, $419 from MMMF, $1,511 from LCIF, $534 from USTIF, $698 from SCIF, $1,052 from IF, and $1,789 from IBF. (c) During the fiscal year ended March 31, 2005, Ms. Verville deferred $169 of her compensation from GEF, $192 from MMMF, $676 from LCIF, $242 from USTIF, $312 from SCIF, $468 from IF, and $797 from IBF. APPENDIX C - TRUSTEE SHARE OWNERSHIP AGGREGATE DOLLAR RANGE OF EQUITY DOLLAR RANGE OF EQUITY SECURITIES OWNED IN ALL FUNDS SECURITIES OWNED IN THE OVERSEEN BY TRUSTEE/DIRECTOR IN THE NAME FUND FUND FUND COMPLEX ---- ---- ---- ------------ Douglas A. Hacker Columbia Young Investor Fund $50,001-$100,000 Over $100,000 Columbia Mid Cap Value Fund Over $100,000 Columbia Growth & Income Fund $10,001-$50,000 Janet Langford Kelly Columbia Young Investor Fund Over $100,000 Over $100,000 Columbia Growth & Income Fund Over $100,000 Richard W. Lowry Columbia Global Equity Fund $10,001-$50,000 Over $100,000 William E. Mayer None $0 $50,001-$100,000 Charles R. Nelson Columbia Income Fund $50,001-$100,000 Over $100,000 Columbia Mid Cap Value Fund $10,001-$50,000 Columbia Asset Allocation Fund $50,001-$100,000 Columbia Growth Stock Fund $50,001-$100,000 Columbia Intermediate Bond Fund Over $100,000 Columbia Growth & Income Fund $50,001-$100,000 John J. Neuhauser Columbia Liberty Fund Over $100,000 Over $100,000 Columbia Young Investor Fund $1-$10,000 Columbia High Yield Opportunity Fund $1-$10,000 Columbia Growth & Income Fund $1-$10,000 Columbia Small Cap Value Fund $10,001-$50,000 Columbia Massachusetts Tax-Exempt Fund $50,001-$100,000 Columbia Mid Cap Value Fund $1-$10,000 Columbia Utilities Fund $1-$10,000 Patrick J. Simpson None $0 Over $100,000 Thomas E. Stitzel Columbia Newport Tiger Fund $50,001-$100,000 Over $100,000 Thomas C. Theobald Columbia High Yield Municipal Fund $10,001-$50,000 Over $100,000 Columbia Growth Stock Fund $10,001-$50,000 Columbia Disciplined Value Fund $10,001-$50,000 Anne-Lee Verville None $0 Over $100,000 Richard W. Woolworth None $0 Over $100,000
C-1 APPENDIX D1
AUDIT AUDIT-RELATED TAX ALL OTHER FEES FEES FEES FEES - ---------------------- ---- ----- ------------- ---- --------- 2003 2004 2003 2004 2003 2004 2003 2004 2003 2004 2003 2004 2003 2004 2003 2004
D-1 APPENDIX D2 D-2 APPENDIX E - SHARES OUTSTANDING AND ENTITLED TO VOTE E-1 APPENDIX F - OWNERSHIP OF SHARES
Class Registration Share Balance Percent Class Total COLUMBIA HIGH YIELD OPPORTUNITY FUND-A B CITIGROUP GLOBAL MARKETS, INC. 2,327,419.7090 5.45 42,701,142.1460 ATTN: PETER BOOTH 7TH FLOOR 333 W 34TH ST NEW YORK NY 10001-2402 C MERRILL LYNCH PIERCE FENNER & SMITH 400,624.2620 6.01 6,661,854.4010 FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATION 4800 DEER LAKE DR E FL 2 JACKSONVILLE FL 32246-6484 Z BANK OF AMERICA NA 148,979.4630 5.30 2,812,452.2750 ATTN JOAN WRAY/FUNDS ACCOUNTING 411 N AKARD ST DALLAS TX 75201-3307 Z CHARLES SCHWAB & CO INC CUST 529,045.7550 18.81 2,812,452.2750 ATTN MUTUAL FUNDS DEPT 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4122
F-1
Class Registration Share Balance Percent Class Total COLUMBIA STRATEGIC INCOME FUND-A C MERRILL LYNCH PIERCE FENNER & SMITH 609,033.7060 7.28 8,365,861.9830 FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATION 4800 DEER LAKE DR E FL 2 JACKSONVILLE FL 32246-6484 Z BANK OF AMERICA NA 7,013,855.3160 92.33 7,596,204.3260 ATTN JOAN WRAY/FUNDS ACCOUNTING 411 N AKARD ST DALLAS TX 75201-3307 J TOKAI TOKYO SECURITIES 32,381,625.5960 93.31 34,703,515.5960 SHINYAESU BLDG 7-1 KYOBASHI 1-CHOME CHUO-KU TOKYO JAPAN 104-0031 J MITSUBISHI SECURITIES CO LTD 2,321,890.0000 6.69 34,703,515.5960 INVESTMENT TRUST DIVISION MITSUBISHI BUILDING 2-5-2 MARUNOUCHI CHIYODA-KU TOKYO 100-0005 JAPAN
F-2
Class Registration Share Balance Percent Class Total COLUMBIA TAX-MANAGED GROWTH FUND-A Z JONATHAN LOWET 6,259.8630 32.91 19,022.5040 160 E 91ST ST NEW YORK NY 10125-0001 C MERRILL LYNCH PIERCE FENNER & SMITH 150,919.6600 8.89 1,698,165.1330 FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATION 4800 DEER LAKE DR E FL 2 JACKSONVILLE FL 32246-6484 Z STREIMER SHEET METAL WORKS INC 11,980.8310 62.98 19,022.5040 ATTN MR FRED STREIMER 740 N KNOTT ST PORTLAND OR 97227-2099
F-3
Class Registration Share Balance Percent Class Total COLUMBIA TAX-MANAGED VALUE FUND-A Z ROSE DIAZ & 1,400.3650 25.54 5,483.7800 ROBERT R DIAZ 91 SALEM RD FISHKILL NY 12524-1420 Z STEVEN J BARBON 2,427.6170 44.27 5,483.7800 ROBERT P ROHALL PO BOX 279 TEMPLE PA 19560-0279 Z ROBERT P ROHALL 648.0720 11.82 5,483.7800 701 GEORGIA AVE READING PA 19605-1109 Z MICHAEL DEKEMA & 929.7600 16.95 5,483.7800 PATRICIA DEKEMA TTEES THE DEKEMA LIVING TRUST DATED 10/30/89 PO BOX 2174 FRIDAY HARBOR WA 98250-2174 A LPL FINANCIAL SERVICES 79,649.2750 6.87 1,158,993.7370 9785 TOWNE CENTRE DR SAN DIEGO CA 92121-1968
F-4
Class Registration Share Balance Percent Class Total COLUMBIA FEDERAL SECURITIES FUND-A C CITIGROUP GLOBAL MARKETS, INC. 44,291.5210 5.23 846,122.8880 ATTN: PETER BOOTH 7TH FLOOR 333 W 34TH ST NEW YORK NY 10001-2402 C MERRILL LYNCH PIERCE FENNER & SMITH 51,949.4470 6.14 846,122.8880 FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATION 4800 DEER LAKE DR E FL 2 JACKSONVILLE FL 32246-6484 Z COLUMBIA THERMOSTAT FUND 3,139,993.5170 95.23 3,297,218.3520 C/O PAULA RYAN 227 W MONROE ST STE 3000 CHICAGO IL 60606-5018
F-5
Class Registration Share Balance Percent Class Total COLUMBIA GLOBAL EQUITY FUND-A A CITIGROUP GLOBAL MARKETS, INC. 376,301.2450 5.87 6,405,860.1650 ATTN: PETER BOOTH 7TH FLOOR 333 W 34TH ST NEW YORK NY 10001-2402 C UBS FINANCIAL SERVICES INC. FBO 5,798.7110 6.18 93,784.1430 UBS-FINSVC CDN FBO JAMES D HEERWAGEN P.O.BOX 3321, 1000 HARBOR BLVD WEEHAWKEN NJ 07086-6761 C MERRILL LYNCH PIERCE FENNER & SMITH 6,217.5060 6.63 93,784.1430 FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATION 4800 DEER LAKE DR E FL 2 JACKSONVILLE FL 32246-6484
F-6
Class Registration Share Balance Percent Class Total COLUMBIA INTERM GOVERNMENT INCOME FD-T A MCB TRUST SERVICES CUST FBO 14,526.5300 5.41 268,526.9560 IMPCO TECHNOLOGIES INC DEFERRED C 700 17TH ST STE 300 DENVER CO 80202-3531 A ADP CLEARING & OUTSOURCING 13,953.4880 5.20 268,526.9560 26 BROADWAY NEW YORK NY 10004-1703 C ADP CLEARING & OUTSOURCING 10,106.3220 7.67 131,749.6250 26 BROADWAY NEW YORK NY 10004-1703 A FERRIS BAKER WATTS INC 77,726.2040 28.95 268,526.9560 JOHN R KARLEN 75 ARCH ST STE 402 AKRON OH 44304-1433 C UBS FINANCIAL SERVICES INC. FBO 28,901.3030 21.94 131,749.6250 MS PUBLIC HEALTH WORKERS FEDERAL CREDIT UNION 2815 N STATE ST JACKSON MS 39216-4306 C UBS FINANCIAL SERVICES INC. FBO 14,312.9770 10.86 131,749.6250 MISSISSIPPI PUBLIC EMPLOYEES CREDIT UNION 613 S WEST ST JACKSON MS 39201-5506 C UBS FINANCIAL SERVICES INC. FBO 19,221.6390 14.59 131,749.6250 FERGUSON FCU 577 N A SANDIFER RD MONTICELLO MS 39654-7691 Z BANK OF AMERICA NA 26,682,457.1190 93.10 28,661,001.1080 ATTN JOAN WRAY/FUNDS ACCOUNTING 411 N AKARD ST DALLAS TX 75201-3307
F-7
Class Registration Share Balance Percent Class Total COLUMBIA LIBERTY FUND-A Z ADP CLEARING & OUTSOURCING 5,888.7270 7.49 78,605.0130 26 BROADWAY NEW YORK NY 10004-1703 Z SE BOO KANG & 5,976.4110 7.60 78,605.0130 IN SOON KANG 1305 KING ARTHUR DR MECHANICSBURG PA 17050-7672 Z WILLIAM R LARSEN & 10,697.6500 13.61 78,605.0130 BEATRIZ M DE LARSEN 416 E 11TH ST SE ROME GA 30161-6222 Z STREIMER SHEET METAL WORKS INC 20,222.6510 25.73 78,605.0130 ATTN MR FRED STREIMER 740 N KNOTT ST PORTLAND OR 97227-2099
F-8
Class Registration Share Balance Percent Class Total COLUMBIA MID CAP VALUE FUND-Z C MERRILL LYNCH PIERCE FENNER & SMITH 390,881.5240 14.50 2,696,070.1990 FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATION 4800 DEER LAKE DR E FL 2 JACKSONVILLE FL 32246-6484 Z BANK OF AMERICA NA 8,275,067.5790 31.98 25,878,387.6830 ATTN JOAN WRAY/FUNDS ACCOUNTING 411 N AKARD ST DALLAS TX 75201-3307 Z CHARLES SCHWAB & CO INC 2,687,029.6960 10.38 25,878,387.6830 SPECIAL CUSTODY ACCOUNT FOR THE EXCLUSIVE BENEFIT OF CUSTOMERS ATTN MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4122 A CHARLES SCHWAB & CO INC CUST 2,298,500.1270 8.64 26,594,955.8710 ATTN MUTUAL FUNDS DEPT 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4122
F-9
Class Registration Share Balance Percent Class Total COLUMBIA QUALITY PLUS BOND FUND-T G ADP CLEARING & OUTSOURCING 33,074.1010 9.10 363,628.4870 26 BROADWAY NEW YORK NY 10004-1703 C MERRILL LYNCH PIERCE FENNER & SMITH 42,550.4310 8.97 474,113.4280 FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATOR 4800 DEER LAKE DR E FL 2 JACKSONVILLE FL 32246-6484 A AMERICAN EXPRESS TRUST COMPANY 703,600.6330 23.58 2,984,273.1560 996 AXP FINANCIAL CTR MINNEAPOLIS MN 55474-0009 Z AMVESCAP NATIONAL TRUST CO AS AGENT 11,070,544.8170 12.90 85,850,781.9100 FOR FLEET NATIONAL BANK FBO FLEETBOSTON FINANCIALSAVINGS PLUS PO BOX 105779 ATLANTA GA 30348-5779 Z BANK OF AMERICA NA TTEE 11,199,784.6620 13.05 85,850,781.9100 FBO BANK OF AMERICA 401K PLAN ATTN NORMA AJA RETIREMENT SVCS 700 LOUISIANA ST HOUSTON TX 77002-2700 Z BANK OF AMERICA NA 57,998,698.5480 67.56 85,850,781.9100 ATTN JOAN WRAY/FUNDS ACCOUNTING 411 N AKARD ST DALLAS TX 75201-3307 A CHARLES SCHWAB & CO INC CUST 514,777.4460 17.25 2,984,273.1560 ATTN MUTUAL FUNDS DEPT 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4122
F-10
Class Registration Share Balance Percent Class Total COLUMBIA MUNICIPAL MONEY MARKET FUND-A C NFSC 74,456.1200 27.93 266,589.6100 RODOLFO A GONZALES RUDY T GONZALES 796 ASH AVE CHULA VISTA CA 91910-5320 C UBS FINANCIAL SERVICES INC. FBO 42,662.8600 16.00 266,589.6100 JO E LEIBOWITZ 1220 SARA CT SILVER CITY NM 88061-7104 B PERSHING LLC 76,941.0000 18.62 413,173.5270 PO BOX 2052 JERSEY CITY NJ 07303-2052 B ADP CLEARING & OUTSOURCING 25,234.0900 6.11 413,173.5270 26 BROADWAY NEW YORK NY 10004-1703 A ADP CLEARING & OUTSOURCING 609,044.7500 7.20 8,464,679.3560 26 BROADWAY NEW YORK NY 10004-1703 B ROBERT YOUNG TOD 63,343.8200 15.33 413,173.5270 BENEFICIARY INFORMATION ON FILE 992 OAK STREET EAST HARTFORD CT 06118-3550 B FIRST CLEARING, LLC 36,222.7000 8.77 413,173.5270 BRIAN J DOWNING & CHERYL DOWNING FAMIL TRUST BRIAN 8115 C R 135 CELINA TX 75009 C FIRST CLEARING CORPORATION 21,167.5700 7.94 266,589.6100 RANDOLPH C LINDEL & NANCY E LINDEL 46 DEER HILL AVE DANBURY CT 06810-7937 B UBS FINANCIAL SERVICES INC. FBO 30,484.4300 7.38 413,173.5270 ROBERT L POLIN & ANN H POLIN 176 POLIN FARM ROAD ELLOREE SC 29047-9504 C MARCIA A KEMP 50,399.4200 18.91 266,589.6100 THOMAS W KEMP 7550 HESSLER DR NE ROCKFORD MI 49341-9509 C ANN M MEINKE 34,828.0400 13.06 266,589.6100 PATRICIA K WESTGATE 4555 HONEY CREEK AVE NE ADA MI 49301-9629 C JEFFERSON LIU & 34,460.9700 12.93 266,589.6100 DONNA Y LIU 28761 APPLETREE MISSION VIEJO CA 92692-1089 A CARL F PRICE & 500,501.2800 5.91 8,464,679.3560 FRANCES PRICE TR THE PRICE FAMILY TRUST 1 QUAIL RIDGE RD S ROLLING HILLS CA 90274-5017 A ROBERT F KIDD & 461,483.0400 5.45 8,464,679.3560 JOAN H STORY 61 MARR AVE OAKLAND CA 94611-3130 B DEAN WITTER FBO 90,519.5100 21.91 413,173.5270 NANCY W GARN PO BOX 250 NEW YORK NY 10008-0250 A JOSEPH SHERMAN DBA 610,840.3900 7.22 8,464,679.3560 SIERRA PINES PO BOX 1416 SAN GABRIEL CA 91778-1416
F-11
Class Registration Share Balance Percent Class Total COLUMBIA TAX-EXEMPT FUND-A C PERSHING LLC 54,365.5770 8.28 656,969.7170 P.O. BOX 2052 JERSEY CITY NJ 07303-2052 B MERRILL LYNCH PIERCE FENNER & SMITH 360,117.6200 12.30 2,927,025.9790 FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATION 4800 DEER LAKE DR E FL 2 JACKSONVILLE FL 32246-6484 C MERRILL LYNCH PIERCE FENNER & SMITH 106,997.3590 16.29 656,969.7170 FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATION 4800 DEER LAKE DR E FL 2 JACKSONVILLE FL 32246-6484
F-12
Class Registration Share Balance Percent Class Total COLUMBIA TAX-EXEMPT INSURED FUND-A C CITIGROUP GLOBAL MARKETS, INC. 317,358.5530 26.37 1,203,586.3670 ATTN: PETER BOOTH 7TH FLOOR 333 W 34TH ST NEW YORK NY 10001-2402 B MERRILL LYNCH PIERCE FENNER & SMITH 218,525.8210 10.77 2,029,818.6610 FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATION 4800 DEER LAKE DR E FL 2 JACKSONVILLE FL 32246-6484 C MERRILL LYNCH PIERCE FENNER & SMITH 355,906.4590 29.57 1,203,586.3670 FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATOR 4800 DEER LAKE DR E FL 2 JACKSONVILLE FL 32246-6484
F-13
Class Registration Share Balance Percent Class Total COLUMBIA UTILITIES FUND-A B CITIGROUP GLOBAL MARKETS, INC. 255,169.3110 6.35 4,020,298.7260 ATTN: PETER BOOTH 7TH FLOOR 333 W 34TH ST NEW YORK NY 10001-2402 C CITIGROUP GLOBAL MARKETS, INC. 40,099.2850 7.95 504,275.4410 ATTN: PETER BOOTH 7TH FLOOR 333 W 34TH ST NEW YORK NY 10001-2402 B MERRILL LYNCH PIERCE FENNER & SMITH 349,873.5560 8.70 4,020,298.7260 FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATION 4800 DEER LAKE DR E FL 2 JACKSONVILLE FL 32246-6484 C MERRILL LYNCH PIERCE FENNER & SMITH 73,952.2970 14.67 504,275.4410 FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATOR 4800 DEER LAKE DR E FL 2 JACKSONVILLE FL 32246-6484 A MERRILL LYNCH PIERCE FENNER & SMITH 1,811,182.0030 7.60 23,825,132.4420 FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATION 4800 DEER LAKE DR E FL 2 JACKSONVILLE FL 32246-6484
F-14
Class Registration Share Balance Percent Class Total COLUMBIA CALIFORNIA TAX-EXEMPT FUND-A C NFSC 119,203.9450 6.51 1,830,765.8510 SHIRLEY DEL FARO TTEE SHIRLEY ANN DEL FARO LIVINGTRUST 3901 ALONZO AVE ENCINO CA 91316-4408 B CITIGROUP GLOBAL MARKETS, INC. 224,721.3900 6.88 3,268,074.6940 ATTN: PETER BOOTH 7TH FLOOR 333 W 34TH ST NEW YORK NY 10001-2402 A CITIGROUP GLOBAL MARKETS, INC. 1,989,744.3930 7.81 25,463,350.8670 ATTN: PETER BOOTH 7TH FLOOR 333 W 34TH ST NEW YORK NY 10001-2402 B MERRILL LYNCH PIERCE FENNER & SMITH 230,289.7660 7.05 3,268,074.6940 FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATION 4800 DEER LAKE DR E FL 2 JACKSONVILLE FL 32246-6484 C MERRILL LYNCH PIERCE FENNER & SMITH 519,023.8750 28.35 1,830,765.8510 FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATION 4800 DEER LAKE DR E FL 2 JACKSONVILLE FL 32246-6484 A MERRILL LYNCH PIERCE FENNER & SMITH 1,386,230.8110 5.44 25,463,350.8670 FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATION 4800 DEER LAKE DR E FL 2 JACKSONVILLE FL 32246-6484
F-15
Class Registration Share Balance Percent Class Total COLUMBIA CT INTERM MUNI BOND FUND-T A UBS FINANCIAL SERVICES INC. 69,482.2890 6.05 1,147,536.6560 SHARON HOSLEY 44 HAMRE LN BRANFORD CT 06405-3736 A UBS FINANCIAL SERVICES INC. 60,399.6370 5.26 1,147,536.6560 RICHARD HOSLEY 44 HAMRE LANE BRANFORD CT 06405-3736 T KELLY F SHACKELFORD 151,804.5160 5.77 2,630,965.4370 PO BOX 672 NEW CANAAN CT 06840-0672 A CITIGROUP GLOBAL MARKETS, INC. 438,585.0410 38.22 1,147,536.6560 ATTN: PETER BOOTH 7TH FLOOR 333 W 34TH ST NEW YORK NY 10001-2402 C CITIGROUP GLOBAL MARKETS, INC. 62,541.6630 6.83 915,298.6010 ATTN: PETER BOOTH 7TH FLOOR 333 W 34TH ST NEW YORK NY 10001-2402 G ADP CLEARING & OUTSOURCING 4,440.5910 16.00 27,747.5940 26 BROADWAY NEW YORK NY 10004-1703 G ADP CLEARING & OUTSOURCING 1,529.5300 5.51 27,747.5940 26 BROADWAY NEW YORK NY 10004-1703 G ADP CLEARING & OUTSOURCING 3,059.0940 11.02 27,747.5940 26 BROADWAY NEW YORK NY 10004-1703 G ADP CLEARING & OUTSOURCING 3,236.4020 11.66 27,747.5940 26 BROADWAY NEW YORK NY 10004-1703 G ADP CLEARING & OUTSOURCING 9,041.7010 32.59 27,747.5940 26 BROADWAY NEW YORK NY 10004-1703 G ADP CLEARING & OUTSOURCING 2,971.3580 10.71 27,747.5940 26 BROADWAY NEW YORK NY 10004-1703 A MERRILL LYNCH PIERCE FENNER & SMITH 226,659.2690 19.75 1,147,536.6560 FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATION 4800 DEER LAKE DR E FL 3 JACKSONVILLE FL 32246-6484 B MERRILL LYNCH PIERCE FENNER & SMITH 138,808.5210 27.98 496,145.1440 FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATION 4800 DEER LAKE DR E FL 3 JACKSONVILLE FL 32246-6484 C MERRILL LYNCH PIERCE FENNER & SMITH 236,063.1050 25.79 915,298.6010 FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATION 4800 DEER LAKE DR E FL 3 JACKSONVILLE FL 32246-6484 B UBS FINANCIAL SERVICES INC. FBO 33,397.3940 6.73 496,145.1440 GABRIEL G HADDAD AND KAREN K HADDAD 24 BEDFORD RD GREENWICH CT 06831-2533 Z BANK OF AMERICA NA 11,231,637.6490 94.57 11,876,300.6140 ATTN JOAN WRAY/FUNDS ACCOUNTING 411 N AKARD ST DALLAS TX 75201-3307 COLUMBIA MA INTERM MUNI BOND FUND-T
F-16
Class Registration Share Balance Percent Class Total COLUMBIA CONNECTICUT TAX-EXEMPT FUND-A A CITIGROUP GLOBAL MARKETS, INC. 724,808.2730 5.73 12,638,689.5370 ATTN: PETER BOOTH 7TH FLOOR 333 W 34TH ST NEW YORK NY 10001-2402 B MERRILL LYNCH PIERCE FENNER & SMITH 652,684.9000 13.04 5,007,005.3660 FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATION 4800 DEER LAKE DR E FL 2 JACKSONVILLE FL 32246-6484 C MERRILL LYNCH PIERCE FENNER & SMITH 488,474.1410 17.88 2,732,200.9430 FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATION 4800 DEER LAKE DR E FL 2 JACKSONVILLE FL 32246-6484 A MERRILL LYNCH PIERCE FENNER & SMITH 859,698.4110 6.80 12,638,689.5370 FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATION 4800 DEER LAKE DR E FL 2 JACKSONVILLE FL 32246-6484
F-17
Class Registration Share Balance Percent Class Total COLUMBIA FLORIDA INTERM MUNI BOND FD-Z A NFSC 18,967.4260 17.28 109,733.7330 WILLIAM F DAVIS TTEE WILLIAM F DAVIS TRUST 2949 SUNSET POINT RD CLEARWATER FL 33759-1615 B NFSC 3,268.5410 7.16 45,651.9510 SID COX JR TTEE SID COX JR REVOCTRUST 353 KELLY PLANTATION DR DESTIN FL 32541-3404 B NFSC 2,875.4580 6.30 45,651.9510 JEREMIAH & EDITH DANBERG REVOC JEREMIAH DANBERG 104 APACHE WAY TEWKSBURY MA 01876-4617 A CITIGROUP GLOBAL MARKETS, INC. 12,208.6930 11.13 109,733.7330 ATTN: PETER BOOTH 7TH FLOOR 333 W 34TH ST NEW YORK NY 10001-2402 B CITIGROUP GLOBAL MARKETS, INC. 3,605.0790 7.90 45,651.9510 ATTN: PETER BOOTH 7TH FLOOR 333 W 34TH ST NEW YORK NY 10001-2402 B PERSHING LLC 2,408.0000 5.27 45,651.9510 PO BOX 2052 JERSEY CITY NJ 07303-2052 B PERSHING LLC 2,416.1790 5.29 45,651.9510 PO BOX 2052 JERSEY CITY NJ 07303-2052 B ADP CLEARING & OUTSOURCING 2,430.7470 5.32 45,651.9510 26 BROADWAY NEW YORK NY 10004-1703 C MERRILL LYNCH PIERCE FENNER & SMITH 67,331.6850 60.18 111,875.3870 FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATION 4800 DEER LAKE DR E FL 3 JACKSONVILLE FL 32246-6484 B MERRILL LYNCH PIERCE FENNER & SMITH 6,553.9430 14.36 45,651.9510 FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATION 4800 DEER LAKE DR E FL 3 JACKSONVILLE FL 32246-6484 B UBS FINANCIAL SERVICES INC. FBO 3,653.7740 8.00 45,651.9510 PO BOX 7082 INDIAN LAKES EST FL 33855-7082 B JANNEY MONTGOMERY SCOTT LLC 9,579.0000 20.98 45,651.9510 U/W ELSIE M KELBER 1801 MARKET ST PHILADELPHIA PA 19103-1628 C FIRST CLEARING LLC 8,559.5700 7.65 111,875.3870 RITA COHEN 57 PRATT ST STE 815 HARTFORD CT 06103-1614 C FIRST CLEARING, LLC 19,775.4280 17.68 111,875.3870 JOHN CHIANG(DECD) 1255 PASADENA AVE S APT 405 S PASADENA FL 33707-6207 A A G EDWARDS & SONS INC FBO 22,189.1980 20.22 109,733.7330 T FRANK SYFRETT & PATRICIA B SYFRETT 1 N JEFFERSON AVE SAINT LOUIS MO 63103-2205 Z BANK OF AMERICA NA 5,373,063.9630 93.02 5,776,071.0980 ATTN JOAN WRAY/FUNDS ACCOUNTING 411 N AKARD ST DALLAS TX 75201-3307 C DEAN WITTER FBO 5,612.7220 5.02 111,875.3870 THEODORE P ZAWADA TRUST PO BOX 250 NEW YORK NY 10008-0250 C DEAN WITTER FBO 7,951.3560 7.11 111,875.3870 MARGARET E GLOSTER-ZAWADA TEE PO BOX 250 NEW YORK NY 10008-0250 A CHARLES SCHWAB & CO INC CUST 26,470.9030 24.12 109,733.7330 ATTN MUTUAL FUNDS DEPT 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4122
F-18
Class Registration Share Balance Percent Class Total COLUMBIA INTERM TAX-EXEMPT BOND FUND-T G ANNA PULSON& 3,114.7200 5.70 54,607.6200 NICOLA PULSONE 48 DERBY ST WEST NEWTON MA 02465-1602 C NFSC 16,294.1480 5.60 290,906.4160 SIRIOS LIVINGTRUST SOTERO SIRIOS JR 1254 CUYAMACA AVE CHULA VISTA CA 91911-3553 A CITIGROUP GLOBAL MARKETS, INC. 105,104.7380 5.64 1,862,717.1610 ATTN: PETER BOOTH 7TH FLOOR 333 W 34TH ST NEW YORK NY 10001-2402 C CITIGROUP GLOBAL MARKETS, INC. 27,480.3060 9.45 290,906.4160 ATTN: PETER BOOTH 7TH FLOOR 333 W 34TH ST NEW YORK NY 10001-2402 B CITIGROUP GLOBAL MARKETS, INC. 23,658.2840 10.62 222,873.9360 ATTN: PETER BOOTH 7TH FLOOR 333 W 34TH ST NEW YORK NY 10001-2402 B PERSHING LLC 17,540.3180 7.87 222,873.9360 PO BOX 2052 JERSEY CITY NJ 07303-2052 G ADP CLEARING & OUTSOURCING 18,542.8280 33.96 54,607.6200 26 BROADWAY NEW YORK NY 10004-1703 G ADP CLEARING & OUTSOURCING 8,515.7480 15.59 54,607.6200 26 BROADWAY NEW YORK NY 10004-1703 G ADP CLEARING & OUTSOURCING 4,767.1150 8.73 54,607.6200 26 BROADWAY NEW YORK NY 10004-1703 A MERRILL LYNCH PIERCE FENNER & SMITH 309,293.0030 16.60 1,862,717.1610 FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATION 4800 DEER LAKE DR E FL 2 JACKSONVILLE FL 32246-6484 C MERRILL LYNCH PIERCE FENNER & SMITH 98,382.2840 33.82 290,906.4160 FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATOR 4800 DEER LAKE DR E FL 2 JACKSONVILLE FL 32246-6484 G HOWARD L LOVELACE & 7,188.5940 13.16 54,607.6200 MARY E LOVELACE 15 NOTTINGHILL CT MANALAPAN NJ 07726-8685 G ATTN MUTUAL FUNDS 3,147.2800 5.76 54,607.6200 FISERV SECURITIES INC ONE COMMERCE SQUARE 2005 MARKET ST STE 1200 PHILADELPHIA PA 19103-7008 A UBS FINANCIAL SERVICES INC. FBO 101,619.9160 5.46 1,862,717.1610 MARGARET E DIPONIO TTEE BY MARGARET E DIPONIO 14800 FARMINGTON RD STE 102 LIVONIA MI 48154-5464 C A G EDWARDS & SONS INC FBO 30,761.7000 10.57 290,906.4160 RICHARD J MIELE & CARMEL L MIELE 1 N JEFFERSON AVE SAINT LOUIS MO 63103-2205 Z BANK OF AMERICA NA 33,930,088.1330 78.26 43,355,183.0030 ATTN JOAN WRAY/FUNDS ACCOUNTING 411 N AKARD ST DALLAS TX 75201-3307 T CHARLES SCHWAB & CO INC 154,182.3750 8.82 1,747,395.0520 ATTN MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4122
F-19
Class Registration Share Balance Percent Class Total COLUMBIA LARGE COMPANY INDEX FUND-Z C NFSC 8,894.6360 7.89 112,694.9550 GARY J GARTNER 2002 IRREVTRUST L F GILBERTI D J GARTNER TTEE 599 LEXINGTON AVE NEW YORK NY 10022-6030 Z AMVESCAP NATIONAL TRUST CO AS AGENT 6,416,064.0300 21.60 29,701,346.4110 FOR FLEET NATIONAL BANK FBO FLEETBOSTON FINANCIALSAVINGS PLUS PO BOX 105779 ATLANTA GA 30348-5779 Z BANK OF AMERICA NA 5,916,805.8200 19.92 29,701,346.4110 ATTN JOAN WRAY/FUNDS ACCOUNTING 411 N AKARD ST DALLAS TX 75201-3307 A BANK OF AMERICA 164,879.8610 18.22 904,996.0970 411 N AKARD ST DALLAS TX 75201-3307
F-20
Class Registration Share Balance Percent Class Total COLUMBIA MA INTERM MUNI BOND FUND-T B PERSHING LLC 16,300.0250 5.05 322,662.7170 PO BOX 2052 JERSEY CITY NJ 07303-2052 G ADP CLEARING & OUTSOURCING 10,877.9520 12.54 86,773.5260 26 BROADWAY NEW YORK NY 10004-1703 G ADP CLEARING & OUTSOURCING 7,893.1520 9.10 86,773.5260 26 BROADWAY NEW YORK NY 10004-1703 G ADP CLEARING & OUTSOURCING 21,238.6370 24.48 86,773.5260 26 BROADWAY NEW YORK NY 10004-1703 T ADP CLEARING & OUTSOURCING 282,175.7910 5.22 5,401,785.4250 26 BROADWAY NEW YORK NY 10004-1703 T ADP CLEARING & OUTSOURCING 293,745.5180 5.44 5,401,785.4250 26 BROADWAY NEW YORK NY 10004-1703 A MERRILL LYNCH PIERCE FENNER & SMITH 71,817.1320 7.34 977,826.3590 FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATION 4800 DEER LAKE DR E FL 3 JACKSONVILLE FL 32246-6484 C MERRILL LYNCH PIERCE FENNER & SMITH 81,273.0190 12.07 673,573.6590 FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATION 4800 DEER LAKE DR E FL 3 JACKSONVILLE FL 32246-6484 A A G EDWARDS & SONS INC FBO 191,306.9140 19.56 977,826.3590 MARK HALLER 1 N JEFFERSON AVE SAINT LOUIS MO 63103-2205 Z BANK OF AMERICA NA 22,477,564.5750 97.61 23,027,503.0420 ATTN JOAN WRAY/FUNDS ACCOUNTING 411 N AKARD ST DALLAS TX 75201-3307 A CHARLES SCHWAB & CO INC CUST 177,584.0980 18.16 977,826.3590 ATTN MUTUAL FUNDS DEPT 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4122
F-21
Class Registration Share Balance Percent Class Total COLUMBIA MA TAX-EXEMPT FUND-A B CITIGROUP GLOBAL MARKETS, INC. 303,468.7860 8.06 3,766,333.9220 ATTN: PETER BOOTH 7 TH FLOOR 333 W 34TH ST NEW YORK NY 10001-2402 C CITIGROUP GLOBAL MARKETS, INC. 105,049.5190 5.79 1,814,688.4520 ATTN: PETER BOOTH 7TH FLOOR 333 W 34TH ST NEW YORK NY 10001-2402 C MERRILL LYNCH PIERCE FENNER & SMITH 510,213.2500 28.12 1,814,688.4520 FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATION 4800 DEER LAKE DR E FL 2 JACKSONVILLE FL 32246-6484
F-22
Class Registration Share Balance Percent Class Total COLUMBIA NJ INTERM MUNI BOND FUND-T A RBC DAIN RAUSCHER INC FBO 47,641.5090 12.51 380,773.0670 CATHERINE MCTERNAN JAMES MCTERNAN 146 PATRIOT HILL DR BASKING RIDGE NJ 07920-4216 C RBC DAIN RAUSCHER INC FBO 28,873.9170 6.14 470,250.4560 CATHERINE MCTERNAN JAMES MCTERNAN 146 PATRIOT HILL DR BASKING RIDGE NJ 07920-4216 G ADP CLEARING & OUTSOURCING 1,528.1750 9.03 16,923.5570 26 BROADWAY NEW YORK NY 10004-1703 G ADP CLEARING & OUTSOURCING 12,675.9790 74.90 16,923.5570 26 BROADWAY NEW YORK NY 10004-1703 A ADP CLEARING & OUTSOURCING 153,696.0980 40.36 380,773.0670 26 BROADWAY NEW YORK NY 10004-1703 B ADP CLEARING & OUTSOURCING 10,048.7740 5.27 190,638.4540 26 BROADWAY NEW YORK NY 10004-1703 C ADP CLEARING & OUTSOURCING 27,837.4140 5.92 470,250.4560 26 BROADWAY NEW YORK NY 10004-1703 C ADP CLEARING & OUTSOURCING 34,478.8830 7.33 470,250.4560 26 BROADWAY NEW YORK NY 10004-1703 T ADP CLEARING & OUTSOURCING 51,137.9660 7.64 669,115.6470 26 BROADWAY NEW YORK NY 10004-1703 A MERRILL LYNCH PIERCE FENNER & SMITH 24,724.0130 6.49 380,773.0670 FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATION 4800 DEER LAKE DR E FL 3 JACKSONVILLE FL 32246-6484 C MERRILL LYNCH PIERCE FENNER & SMITH 104,196.4610 22.16 470,250.4560 FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATION 4800 DEER LAKE DR E FL 3 JACKSONVILLE FL 32246-6484 G CYNTHIA L PETERSON 1,048.5720 6.20 16,923.5570 68 DAVIDSON AVE RAMSEY NJ 07446-1465 C FIRST CLEARING, LLC 52,955.1620 11.26 470,250.4560 PETER A STAATS PO BOX 106 BELLE MEAD NJ 08502-0106 Z BANK OF AMERICA NA 5,753,028.3870 95.48 6,025,364.5040 ATTN JOAN WRAY/FUNDS ACCOUNTING 411 N AKARD ST DALLAS TX 75201-3307 A CHARLES SCHWAB & CO INC CUST 50,996.7440 13.39 380,773.0670 ATTN MUTUAL FUNDS DEPT 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4122
F-23
Class Registration Share Balance Percent Class Total COLUMBIA NY INTERM MUNI BOND FUND-T B NFSC 18,674.8940 5.39 346,308.1160 EMMA PERSICO 56 MILLSBURG RD MIDDLETOWN NY 10940-8410 G SHELLEY J MASTERS 898.8320 5.44 16,509.5720 60 MORROW AVE APT 6AN SCARSDALE NY 10583-8153 C CITIGROUP GLOBAL MARKETS, INC. 32,039.5490 14.65 218,641.4730 ATTN: PETER BOOTH 7TH FLOOR 333 W 34TH ST NEW YORK NY 10001-2402 C PERSHING LLC 14,364.5760 6.57 218,641.4730 P.O. BOX 2052 JERSEY CITY NJ 07303-2052 G ADP CLEARING & OUTSOURCING 1,940.1190 11.75 16,509.5720 26 BROADWAY NEW YORK NY 10004-1703 G ADP CLEARING & OUTSOURCING 963.2980 5.83 16,509.5720 26 BROADWAY NEW YORK NY 10004-1703 G ADP CLEARING & OUTSOURCING 1,803.6440 10.92 16,509.5720 26 BROADWAY NEW YORK NY 10004-1703 B MERRILL LYNCH PIERCE FENNER & SMITH 81,249.8340 23.46 346,308.1160 FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATION 4800 DEER LAKE DR E FL 3 JACKSONVILLE FL 32246-6484 C MERRILL LYNCH PIERCE FENNER & SMITH 57,383.2280 26.25 218,641.4730 FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATION 4800 DEER LAKE DR E FL 3 JACKSONVILLE FL 32246-6484 G ATTN MUTUAL FUNDS 9,789.8760 59.30 16,509.5720 FISERV SECURITIES INC ONE COMMERCE SQUARE 2005 MARKET STREET SUITE 1200 PHILADELPHIA PA 19103-7008 Z BANK OF AMERICA NA 8,124,676.0270 97.79 8,307,872.5150 ATTN JOAN WRAY/FUNDS ACCOUNTING 411 N AKARD ST DALLAS TX 75201-3307 A CHARLES SCHWAB & CO INC CUST 47,675.8740 18.73 254,483.0810 ATTN MUTUAL FUNDS DEPT 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4122
F-24
Class Registration Share Balance Percent Class Total COLUMBIA NEW YORK TAX-EXEMPT FUND-A B CITIGROUP GLOBAL MARKETS, INC. 266,668.9550 6.69 3,987,559.7830 ATTN: PETER BOOTH 7TH FLOOR 333 W 34TH ST NEW YORK NY 10001-2402 C CITIGROUP GLOBAL MARKETS, INC. 364,225.6020 27.58 1,320,591.4690 ATTN: PETER BOOTH 7TH FLOOR 333 W 34TH ST NEW YORK NY 10001-2402 A CITIGROUP GLOBAL MARKETS, INC. 629,528.6660 8.02 7,850,933.3660 ATTN: PETER BOOTH 7TH FLOOR 333 W 34TH ST NEW YORK NY 10001-2402 B MERRILL LYNCH PIERCE FENNER & SMITH 351,560.7540 8.82 3,987,559.7830 FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATION 4800 DEER LAKE DR E FL 2 JACKSONVILLE FL 32246-6484 C MERRILL LYNCH PIERCE FENNER & SMITH 289,655.4730 21.93 1,320,591.4690 FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATION 4800 DEER LAKE DR E FL 2 JACKSONVILLE FL 32246-6484 A MERRILL LYNCH PIERCE FENNER & SMITH 553,408.5080 7.05 7,850,933.3660 FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATION 4800 DEER LAKE DR E FL 2 JACKSONVILLE FL 32246-6484
F-25
Class Registration Share Balance Percent Class Total COLUMBIA RI INTERM MUNI BOND FUND-T A VIRGINIA D ROSSI TOD 30,060.2960 23.09 130,180.1710 BENEFICIARY INFORMATION ON FILE 720 CHOPMIST HILL RD N SCITUATE RI 02857-1052 T JOHN J ALMEIDA TR 60,371.8570 5.45 1,107,714.4320 JOHN J ALMEIDA REVOCABLE TRUST 27 TOPMAST CT JAMESTOWN RI 02835-2227 A CITIGROUP GLOBAL MARKETS, INC. 44,695.4310 34.33 130,180.1710 ATTN: PETER BOOTH 7TH FLOOR 333 W 34TH ST NEW YORK NY 10001-2402 C PERSHING LLC 20,538.7400 14.00 146,749.9130 PO BOX 2052 JERSEY CITY NJ 07303-2052 G ADP CLEARING & OUTSOURCING 6,329.1140 19.61 32,273.3460 26 BROADWAY NEW YORK NY 10004-1703 G ADP CLEARING & OUTSOURCING 3,092.1710 9.58 32,273.3460 26 BROADWAY NEW YORK NY 10004-1703 G ADP CLEARING & OUTSOURCING 1,970.6960 6.11 32,273.3460 26 BROADWAY NEW YORK NY 10004-1703 G ADP CLEARING & OUTSOURCING 1,967.9790 6.10 32,273.3460 26 BROADWAY NEW YORK NY 10004-1703 G ADP CLEARING & OUTSOURCING 2,870.9190 8.90 32,273.3460 26 BROADWAY NEW YORK NY 10004-1703 G ADP CLEARING & OUTSOURCING 3,553.4760 11.01 32,273.3460 26 BROADWAY NEW YORK NY 10004-1703 G ADP CLEARING & OUTSOURCING 2,709.9580 8.40 32,273.3460 26 BROADWAY NEW YORK NY 10004-1703 G ADP CLEARING & OUTSOURCING 6,956.6830 21.56 32,273.3460 26 BROADWAY NEW YORK NY 10004-1703 G ADP CLEARING & OUTSOURCING 2,822.3500 8.75 32,273.3460 26 BROADWAY NEW YORK NY 10004-1703 A ADP CLEARING & OUTSOURCING 12,772.9390 9.81 130,180.1710 26 BROADWAY NEW YORK NY 10004-1703 A ADP CLEARING & OUTSOURCING 14,446.1810 11.10 130,180.1710 26 BROADWAY NEW YORK NY 10004-1703 B ADP CLEARING & OUTSOURCING 18,731.8180 23.99 78,069.3420 26 BROADWAY NEW YORK NY 10004-1703 B ADP CLEARING & OUTSOURCING 24,398.6340 31.25 78,069.3420 26 BROADWAY NEW YORK NY 10004-1703 B ADP CLEARING & OUTSOURCING 7,605.2810 9.74 78,069.3420 26 BROADWAY NEW YORK NY 10004-1703 C MERRILL LYNCH PIERCE FENNER & SMITH 64,324.5370 43.83 146,749.9130 FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATION 4800 DEER LAKE DR E FL 2 JACKSONVILLE FL 32246-6484 C FIRST CLEARING LLC 10,041.1130 6.84 146,749.9130 GEORGE W GAULIN GERMAINE D GAULIN CO-TTEES GEORGE W 1174 LOGEE ST WOONSOCKET RI 02895-6031 C LEGG MASON WOOD WALKER INC 8,044.1400 5.48 146,749.9130 PO BOX 1476 BALTIMORE MD 21203-1476 Z BANK OF AMERICA NA 8,926,820.1980 97.62 9,144,063.7360 ATTN JOAN WRAY/FUNDS ACCOUNTING 411 N AKARD ST DALLAS TX 75201-3307 C MORGAN STANLEY DW INC FBO 8,118.6400 5.53 146,749.9130 HARVEY BENNETT JR & HARBORSIDE FINANCIAL CNTR PLAZA 3 JERSEY CITY NJ 07311 T CHARLES SCWAB & CO INC 102,037.1210 9.21 1,107,714.4320 ATTN MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4122
F-26 COLUMBIA SMALL COMPANY INDEX FUND-Z
Class Registration Share Balance Percent Class Total - ----- ------------ -------------- ------- -------------- A MCB TRUST SERVICES CUST FBO 29,317.4700 7.03 417,192.0770 PRINCETON SOFTECH INC 700 17TH ST STE 300 DENVER CO 80202-3531 C NFSC 10,377.6430 5.73 181,117.5640 MADISON HISTORICAL SOCIETY INC ATTN FREDERICK P MURPHY PO BOX 17 MADISON CT 06443-0017 C NFSC 17,351.4440 9.58 181,117.5640 MINISTERIAL FUND OF I CONG CHURCH OF MADISON C/O JOHN S HUBBARD 39 SUNNY HILL DR MADISON CT 06443-3305 C PERSHING LLC 10,226.6940 5.65 181,117.5640 PO BOX 2052 JERSEY CITY NJ 07303-2052 A RELIANCE TRUST CO CUST 26,430.6620 6.34 417,192.0770 PO BOX 48529 ATLANTA GA 30362-1529 A MERCER TRUST COMPANY 22,258.2950 5.34 417,192.0770 TRANSMETTA 401 (K) PLAN ONE INVESTORS WAY ATTN DCPA TEAM 752270 M.S. N-6-H NORWOOD MA 02062-1599
F-27 COLUMBIA US TREASURY INDEX FUND-Z
Class Registration Share Balance Percent Class Total - ----- ------------ -------------- ------- -------------- B COLUMBIA TRUST COMPANY IRA 8,033.0780 5.79 138,801.3100 MICHAEL A MARINO 5 STONEYBROOK DR BRIDGEWATER MA 02324-3555 A CIRCLE TRUST CO TTEE 19,847.8400 5.13 387,050.7630 FBO STEFFIAN BRADLEY ARCHITECTS 401K PLAN METRO CENTER 1 STATION PL STAMFORD CT 06902-6800 A PERSHING LLC 28,051.4770 7.25 387,050.7630 PO BOX 2052 JERSEY CITY NJ 07303-2052 B PERSHING LLC 12,722.9080 9.17 138,801.3100 PO BOX 2052 JERSEY CITY NJ 07303-2052 C ADP CLEARING & OUTSOURCING 6,210.3080 7.75 80,102.8680 26 BROADWAY NEW YORK NY 10004-1703 C BEAR STEARNS SECURITIES CORP. 5,796.0810 7.24 80,102.8680 1 METROTECH CENTER NORTH BROOKLYN NY 11201-3870 C FIRST CLEARING LLC 9,456.1640 11.81 80,102.8680 LENORE BRUSCA 12 LAYNG TER SPRINGFIELD NJ 07081-2908 A LEGG MASON WOOD WALKER INC 38,921.2340 10.06 387,050.7630 PO BOX 1476 BALTIMORE MD 21203-1476 A LEGG MASON WOOD WALKER INC 62,127.9680 16.05 387,050.7630 PO BOX 1476 BALTIMORE MD 21203-1476 C LEGG MASON WOOD WALKER INC 27,726.1670 34.61 80,102.8680 PO BOX 1476 BALTIMORE MD 21203-1476 A RELIANCE TRUST CO 23,824.6350 6.16 387,050.7630 PO BOX 48529 ATLANTA GA 30362-1529 Z BANK OF AMERICA NA 4,348,044.0170 31.00 14,026,947.6830 ATTN JOAN WRAY/FUNDS ACCOUNTING 411 N AKARD ST DALLAS TX 75201-3307 B LPL FINANCIAL SERVICES 7,950.8610 5.73 138,801.3100 9785 TOWNE CENTRE DRIVE SAN DIEGO CA 92121-1968
F-28 COLUMBIA GROWTH & INCOME FUND-A
Class Registration Share Balance Percent Class Total - ----- ------------ -------------- ------- -------------- Z AMVESCAP NATL TR CO AS AGENT 11,585,918.7910 40.46 28,638,265.0970 FOR FLEET NATIONAL BANK FBO FLEET BOSTON FINANCIAL SAVINGS PLUS PO BOX 105779 ATLANTA GA 30348-5779 Z BANK OF AMERICA NA 4,297,336.6760 15.01 28,638,265.0970 ATTN JOAN WRAY/FUNDS ACCOUNTING 411 N AKARD ST DALLAS TX 75201-3307 Z CHARLES SCHWAB & CO INC 2,249,928.1690 7.86 28,638,265.0970 SPECIAL CUSTODY ACCOUNT FOR THE EXCLUSIVE BENEFIT OF CUSTOMERS ATTN MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4122 A CHARLES SCHWAB & CO INC CUST 1,803,962.7880 5.57 32,376,526.0130 ATTN MUTUAL FUNDS DEPT 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4122
F-29 COLUMBIA SMALL CAP VALUE FUND-A
Class Registration Share Balance Percent Class Total - ----- ------------ -------------- ------- -------------- A NEW YORK LIFE TRUST COMPANY 473,078.9910 5.21 9,087,519.6570 846 UNIVERSITY AVE NORWOOD MA 02062-2641 B MERRILL LYNCH PIERCE FENNER & SMITH 276,533.8220 5.61 4,927,248.0370 FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATION 4800 DEER LAKE DR E FL 2 JACKSONVILLE FL 32246-6484 C MERRILL LYNCH PIERCE FENNER & SMITH 287,000.5280 20.01 1,434,579.7420 FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATION 4800 DEER LAKE DR E FL 2 JACKSONVILLE FL 32246-6484 Z BANK OF AMERICA NA 1,558,118.1440 88.98 1,751,046.8650 ATTN JOAN WRAY/FUNDS ACCOUNTING 411 N AKARD ST DALLAS TX 75201-3307 A CHARLES SCHWAB & CO INC 960,689.4630 10.57 9,087,519.6570 ATTN MUTUAL FUNDS DEPT 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4122
F-30 COLUMBIA NEWPORT TIGER FUND-A
Class Registration Share Balance Percent Class Total - ----- ------------ -------------- ------- -------------- A FIDELITY INVESTMENTS INST L OPS CO 1,151,958.4680 8.28 13,908,777.6070 FIIOC AS AGENT FOR CERTAIN EMPLOYEE BENEFIT PLANS 100 MAGELLAN WAY COVINGTON KY 41015-1999 B CITIGROUP GLOBAL MARKETS, INC. 245,178.0370 5.72 4,286,317.3980 ATTN: PETER BOOTH 7TH FLOOR 333 W 34TH ST NEW YORK NY 10001-2402 C CITIGROUP GLOBAL MARKETS, INC. 176,648.8060 8.76 2,015,676.5550 ATTN: PETER BOOTH 7TH FLOOR 333 W 34TH ST NEW YORK NY 10001-2402 B MERRILL LYNCH PIERCE FENNER & SMITH 367,366.6400 8.57 4,286,317.3980 FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATION 4800 DEER LAKE DR E FL 2 JACKSONVILLE FL 32246-6484 C MERRILL LYNCH PIERCE FENNER & SMITH 382,516.8570 18.98 2,015,676.5550 FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATION 4800 DEER LAKE DR E FL 2 JACKSONVILLE FL 32246-6484 A MERRILL LYNCH PIERCE FENNER & SMITH 781,780.0670 5.62 13,908,777.6070 FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATION 4800 DEER LAKE DR E FL 2 JACKSONVILLE FL 32246-6484 A THE NORTHERN TRUST COMPANY TTEE 1,164,978.7500 8.38 13,908,777.6070 FBO A G EDWARDS INC A/C OMNIBUS ACCOUNT PO BOX 92994 CHICAGO IL 60675-2994 Z BANK OF AMERICA NA 267,027.8450 13.96 1,912,872.6310 ATTN JOAN WRAY/FUNDS ACCOUNTING 411 N AKARD ST DALLAS TX 75201-3307 Z LIBERTY NORTHWEST INSURANCE CORP 334,101.6460 17.47 1,912,872.6310 PO BOX 4555 PORTLAND OR 97208-4555 Z CHARLES SCHWAB & CO INC 579,496.0560 30.29 1,912,872.6310 CASH ACCOUNT ATTN: MUTUAL FUNDS DEPT 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4122 A CHARLES SCHWAB & CO INC 778,404.1640 5.60 13,908,777.6070 CASH ACCOUNT ATTN: MUTUAL FUNDS DEPT 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4122
F-31 COLUMBIA INCOME FUND-Z
Class Registration Share Balance Percent Class Total - ----- ------------ -------------- ------- -------------- B MERRILL LYNCH PIERCE FENNER & SMITH 134,499.4880 5.30 2,539,418.5720 FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATION 4800 DEER LAKE DR E FL 2 JACKSONVILLE FL 32246-6484 C MERRILL LYNCH PIERCE FENNER & SMITH 77,123.6680 7.10 1,086,783.8640 FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATION 4800 DEER LAKE DR E FL 2 JACKSONVILLE FL 32246-6484 Z DAILY VALUATION 29,752,912.8590 53.04 56,092,069.1910 THE NORTHERN TRUST CO MUTUAL LIBERTY PO BOX 92994 CHICAGO IL 60675-2994 Z BANK OF AMERICA NA 4,134,695.2160 7.37 56,092,069.1910 ATTN JOAN WRAY/FUNDS ACCOUNTING 411 N AKARD ST DALLAS TX 75201-3307 Z CHARLES SCHWAB & CO INC 4,554,167.4680 8.12 56,092,069.1910 SPECIAL CUSTODY ACCOUNT FOR THE EXCLUSIVE BENEFIT OF CUSTOMERS ATTN MUTUAL FUNDS 101 MONTGOMERY STREET SAN FRANCISCO CA 94104-4122
F-32 COLUMBIA INTERMEDIATE BOND FUND-Z
Class Registration Share Balance Percent Class Total - ----- ------------ -------------- ------- -------------- B CITIGROUP GLOBAL MARKETS, INC. 569,289.2590 5.83 9,756,733.4790 ATTN: PETER BOOTH 7TH FLOOR 333 W 34TH ST NEW YORK NY 10001-2402 Z CITIGROUP GLOBAL MARKETS INC 11,535,288.5850 11.96 96,428,512.6530 BOOK ENTRY ACCOUNT ATTN: MATT MAESTRI 333 WEST 34TH STREET 7TH FLOOR MUTUAL FUNDS DEPT NEW YORK NY 10001-2402 C CITIGROUP GLOBAL MARKETS, INC. 537,350.2220 10.48 5,125,784.3970 ATTN: PETER BOOTH 7TH FLOOR 333 W 34TH ST NEW YORK NY 10001-2402 C MERRILL LYNCH PIERCE FENNER & SMITH 669,152.7330 13.05 5,125,784.3970 FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATION 4800 DEER LAKE DR E FL 2 JACKSONVILLE FL 32246-6484 Z COLUMBIA THERMOSTAT FUND 6,229,239.6960 6.46 96,428,512.6530 C/O PAULA RYAN 227 W MONROE ST STE 3000 CHICAGO IL 60606-5018 Z BANK OF AMERICA NA 12,282,272.8700 12.74 96,428,512.6530 ATTN JOAN WRAY/FUNDS ACCOUNTING 411 N AKARD ST DALLAS TX 75201-3307 Z CHARLES SCHWAB & CO INC 17,898,826.1140 18.56 96,428,512.6530 SPECIAL CUSTODY ACCOUNT FOR THE EXCLUSIVE BENEFIT OF CUSTOMERS ATTN MUTUAL FUNDS 101 MONTGOMERY STREET SAN FRANCISCO CA 94104-4122 A CHARLES SCHWAB & CO INC 6,186,189.8070 31.14 19,864,432.5160 ATTN MUTUAL FUNDS DEPT 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4122 A TRANSAMERICA LIFE INSURANCE 3,015,257.0650 15.18 19,864,432.5160 & ANNUITY COMPANY ATTN DAISY LO PO BOX 30368 LOS ANGELES CA 90030-0368
F-33 COLUMBIA HIGH YIELD MUNICIPAL FUND-Z
Class Registration Share Balance Percent Class Total - ----- ------------ -------------- ------- -------------- A NFSC 450,584.6280 5.64 7,993,995.9130 JOE NGUYEN NGA NGUYEN PHUONG NGUYEN 1618 HILTON HEAD LN FRISCO TX 75034-6919 B CITIGROUP GLOBAL MARKETS, INC. 197,623.4550 6.66 2,969,263.0000 ATTN: PETER BOOTH 7TH FLOOR 333 W 34TH ST NEW YORK NY 10001-2402 B MERRILL LYNCH PIERCE FENNER & SMITH 166,520.5710 5.61 2,969,263.0000 FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATION 4800 DEER LAKE DR E FL 2 JACKSONVILLE FL 32246-6484 C MERRILL LYNCH PIERCE FENNER & SMITH 241,448.7450 21.43 1,126,868.8100 FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATION 4800 DEER LAKE DR E FL 2 JACKSONVILLE FL 32246-6484 A MERRILL LYNCH PIERCE FENNER & SMITH 436,333.1240 5.46 7,993,995.9130 FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATION 4800 DEER LAKE DR E FL 2 JACKSONVILLE FL 32246-6484 Z BANK OF AMERICA NA 22,676,906.9830 59.87 37,874,969.4580 ATTN JOAN WRAY/FUNDS ACCOUNTING 411 N AKARD ST DALLAS TX 75201-3307
F-34 COLUMBIA MANAGED MUNICIPALS FUND-A
Class Registration Share Balance Percent Class Total - ----- ------------ -------------- ------- -------------- B NFSC 37,157.6250 5.77 643,469.2340 NORMAN J BUSCH TRUST NORMAN J BUSCH 2710 N MCCORD RD TOLEDO OH 43615-1716 B NFSC 37,157.6250 5.77 643,469.2340 MARGARET L BUSCH TRUST MARGARET L BUSCH 2710 N MCCORD RD TOLEDO OH 43615-1716 C PERSHING LLC 25,372.6780 10.38 244,343.9080 PO BOX 2052 JERSEY CITY NJ 07303-2052 B MERRILL LYNCH PIERCE FENNER & SMITH 56,683.0230 8.81 643,469.2340 FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATION 4800 DEER LAKE DR E FL 2 JACKSONVILLE FL 32246-6484 C MERRILL LYNCH PIERCE FENNER & SMITH 80,824.3120 33.08 244,343.9080 FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATION 4800 DEER LAKE DR E FL 2 JACKSONVILLE FL 32246-6484 C RAYMOND JAMES & ASSOC INC 22,162.8830 9.07 244,343.9080 FBO SANDERS D&G 880 CARILLON PKWY ST PETERSBURG FL 33716-1100 C C/O THOMAS W ROSE 17,236.5620 7.05 244,343.9080 FIRST CLEARING LLC TDR BUILDERS INC 10881 BILLINGHAM AVE NW UNIONTOWN OH 44685-9143 Z CHARLES SCHWAB & CO INC 2,689,545.5980 6.87 39,172,237.8750 SPECIAL CUSTODY ACCOUNT FOR THE EXCLUSIVE BENEFIT OF CUSTOMERS ATTN MUTUAL FUNDS 101 MONTGOMERY STREET SAN FRANCISCO CA 94104-4122
F-35 COLUMBIA ASSET ALLOCATION FUND-T
Class Registration Share Balance Percent Class Total - ----- ------------ -------------- ------- -------------- C NFSC 2,401.1430 5.95 40,334.3660 JOSEPH W SCHABER MADONNA SCHABER JOSEPH SCHABER 4380 GLENHAVEN RD CINCINNATI OH 45238-6233 C CITIGROUP GLOBAL MARKETS, INC. 2,371.5760 5.88 40,334.3660 ATTN: PETER BOOTH 7TH FLOOR 333 W 34TH ST NEW YORK NY 10001-2402 C AMERICAN ENTERPRISE INVESTMENT SVCS 3,243.6940 8.04 40,334.3660 PO BOX 9446 MINNEAPOLIS MN 55440-9446 C AMERICAN ENTERPRISE INVESTMENT SVCS 2,294.9590 5.69 40,334.3660 PO BOX 9446 MINNEAPOLIS MN 55440-9446 Z BANK OF AMERICA NA 1,528,747.5120 14.15 10,801,768.1420 ATTN JOAN WRAY/FUNDS ACCOUNTING 411 N AKARD ST DALLAS TX 75201-3307
F-36 COLUMBIA DIVIDEND INCOME FUND-T
Class Registration Share Balance Percent Class Total - ----- ------------ -------------- ------- -------------- C CITIGROUP GLOBAL MARKETS, INC. 15,187.3060 5.14 295,229.7460 ATTN: PETER BOOTH 7TH FLOOR 333 W 34TH ST NEW YORK NY 10001-2402 B MERRILL LYNCH PIERCE FENNER & SMITH 68,567.1830 5.11 1,341,552.9850 FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATOR 4800 DEER LAKE DR E FL 2 JACKSONVILLE FL 32246-6484 A SEI PRIVATE TRUST CO 660,776.7390 31.99 2,065,824.2480 C/O WACHOVIA- PREMIER ATTN MUTUAL FUND ADMIN ONE FREEDOM VALEEY DRIVE OAKS PA 19456 Z BANK OF AMERICA NA 23,015,968.0850 96.26 23,909,540.5040 ATTN JOAN WRAY/FUNDS ACCOUNTING 411 N AKARD ST DALLAS TX 75201-3307
F-37 COLUMBIA DISCIPLINED VALUE FUND-T
Class Registration Share Balance Percent Class Total - ----- ------------ -------------- ------- -------------- C NFSC 2,712.7830 7.70 35,214.8440 NFS/FMTC FBO JOHN BOLES C/O LORETTA JACOB S 603 W OJAI AVE OJAI CA 93023-3732 C NFSC 1,899.7650 5.39 35,214.8440 NFS/FMTC FBO JUDITH L DAVY 7207 JOHN MCCAIN ROAD COLLEYVILLE TX 76034-6805 A PERSHING LLC 39,282.1350 14.59 269,207.6540 P.O. BOX 2052 JERSEY CITY NJ 07303-2052 C MERRILL LYNCH PIERCE FENNER & SMITH 7,385.1890 20.97 35,214.8440 FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATION 4800 DEER LAKE DR E FL 3 JACKSONVILLE FL 32246-6484 C FIRST CLEARING LLC 2,425.7670 6.89 35,214.8440 JOHN B MERCALDO 129 MEADOW BROOK RD OXFORD CT 06478-4900 Z BANK OF AMERICA NA 16,555,161.6120 81.28 20,369,108.5190 ATTN JOAN WRAY/FUNDS ACCOUNTING 411 N AKARD ST DALLAS TX 75201-3307
F-38
Class Registration Share Balance Percent Class Total - ----- ------------ -------------- ------- -------------- COLUMBIA GROWTH STOCK FUND-A C MERRILL LYNCH PIERCE FENNER & SMITH 134,688.9620 8.32 1,617,936.4870 FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATION 4800 DEER LAKE DR E FL 2 JACKSONVILLE FL 32246-6484 Z COLUMBIA THERMOSTAT FUND 2,609,393.3600 6.48 40,268,912.3550 C/O PAULA RYAN 227 W MONROE ST STE 3000 CHICAGO IL 60606-5018 Z CHARLES SCHWAB & CO INC 2,223,598.2100 5.52 40,268,912.3550 SPECIAL CUSTODY ACCOUNT FOR THE EXCLUSIVE BENEFIT OF CUSTOMERS ATTN MUTUAL FUNDS 101 MONTGOMERY STREET SAN FRANCISCO CA 94104-4122 COLUMBIA YOUNG INVESTOR FUND-A C MERRILL LYNCH PIERCE FENNER & SMITH 10,130.9890 15.83 63,997.8260 FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATION 4800 DEER LAKE DR E FL 2 JACKSONVILLE FL 32246-6484 Z CHARLES SCHWAB & CO INC 4,112,089.6180 6.68 61,546,650.9960 SPECIAL CUSTODY ACCOUNT FOR THE EXCLUSIVE BENEFIT OF CUSTOMERS ATTN MUTUAL FUNDS 101 MONTGOMERY STREET SAN FRANCISCO CA 94104-4122
F-39 COLUMBIA LARGE CAP CORE FUND-T
Class Registration Share Balance Percent Class Total - ----- ------------ -------------- ------- -------------- C ADP CLEARING & OUTSOURCING 4,089.0660 9.46 43,211.2210 26 BROADWAY NEW YORK NY 10004-1703 C ATTN MUTUAL FUNDS 2,706.9850 6.26 43,211.2210 FISERV SECURITIES INC ONE COMMERCE SQUARE 2005 MARKET STREET SUITE 1200 PHILADELPHIA PA 19103-7008 C FIRST CLEARING LLC 2,242.4220 5.19 43,211.2210 ROY E ANGER FCC AS CUSTODIAN 9130 CHERRY HILL CT FORT MYERS FL 33908-3648 C AMERICAN ENTERPRISE INVESTMENT SVCS 3,622.2850 8.38 43,211.2210 PO BOX 9446 MINNEAPOLIS MN 55440-9446 C AMERICAN ENTERPRISE INVESTMENT SVCS 2,881.9350 6.67 43,211.2210 PO BOX 9446 MINNEAPOLIS MN 55440-9446 Z BANK OF AMERICA NA 10,077,899.2020 37.26 27,046,939.8170 ATTN JOAN WRAY/FUNDS ACCOUNTING 411 N AKARD ST DALLAS TX 75201-3307
F-40 COLUMBIA LARGE CAP GROWTH FUND-T
Class Registration Share Balance Percent Class Total - ----- ------------ -------------- ------- -------------- C CHARLES H VENTURA 8,947.5840 13.41 66,727.8220 745 DISTEL DR STE 101 LOS ALTOS CA 94022-1544 Z AMVESCAP NATIONAL TRUST CO AS AGENT 7,990,495.7410 12.82 62,320,091.7890 FOR FLEET NATIONAL BANK FBO FLEETBOSTON FINANCIALSAVINGS PLUS PO BOX 105779 ATLANTA GA 30348-5779 Z BANK OF AMERICA NA 22,130,317.6800 35.51 62,320,091.7890 ATTN JOAN WRAY/FUNDS ACCOUNTING 411 N AKARD ST DALLAS TX 75201-3307 C MORGAN STANLEY DW INC FBO 7,137.8150 10.70 66,727.8220 HARVEY BENNETT JR & HARBORSIDE FINANCIAL CNTR PLAZA 3 JERSEY CITY NJ 07311
F-41 COLUMBIA SMALL COMPANY EQUITY FUND-T
Class Registration Share Balance Percent Class Total - ----- ------------ -------------- ------- -------------- C AMERICAN ENTERPRISE INVESTMENT SVCS 4,621.2120 7.09 65,146.9390 PO BOX 9446 MINNEAPOLIS MN 55440-9446 Z BANK OF AMERICA NA 6,870,868.6790 80.91 8,492,219.2920 ATTN JOAN WRAY/FUNDS ACCOUNTING 411 N AKARD ST DALLAS TX 75201-3307 A BANK OF AMERICA 82,247.3250 27.57 298,373.1210 411 N AKARD ST DALLAS TX 75201-3307
F-42 COLUMBIA SMALL CAP FUND-T
Class Registration Share Balance Percent Class Total - ----- ------------ -------------- ------- -------------- C CITIGROUP GLOBAL MARKETS, INC. 186,600.8270 5.29 3,530,696.8050 ATTN: PETER BOOTH 7TH FLOOR 333 W 34TH ST NEW YORK NY 10001-2402 C MERRILL LYNCH PIERCE FENNER & SMITH 247,038.8790 7.00 3,530,696.8050 FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATION 4800 DEER LAKE DR E FL 3 JACKSONVILLE FL 32246-6484 Z BANK OF AMERICA NA 41,139,541.7370 72.15 57,019,362.1340 ATTN JOAN WRAY/FUNDS ACCOUNTING 411 N AKARD ST DALLAS TX 75201-3307 A CHARLES SCHWAB & CO INC 3,669,385.9010 32.36 11,340,609.6110 SPECIAL CUSTODY ACCT FOR EXCLUSIVE OF CUSTOMERS ATTN:MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4122 T CHARLES SCHWAB & CO INC 1,628,610.6250 19.93 8,172,044.4550 SPECIAL CUSTODY ACCT FOR EXCLUSIVE OF CUSTOMERS ATTN MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4122
F-43 EXHIBIT 1 CURRENT FUNDAMENTAL INVESTMENT RESTRICTIONS WITH RESPECT TO BORROWING Series of Columbia Funds Trust VIII Columbia Income Fund Columbia Intermediate Bond Fund Series of Columbia Funds Trust IX Columbia High Yield Municipal Fund Series of Columbia Funds Trust XI Columbia Young Investor Fund Columbia Growth Stock Fund The Fund may not "borrow[,] except from banks, other affiliated funds and other entities to the extent permitted by the [1940 Act][Investment Company Act of 1940]." Series of Columbia Funds Trust III Columbia Quality Plus Bond Fund Series of Columbia Funds Trust V Columbia Intermediate Tax-Exempt Bond Fund Columbia Massachusetts Intermediate Municipal Fund Columbia Connecticut Intermediate Municipal Bond Fund Columbia New Jersey Intermediate Municipal Bond Fund Columbia New York Intermediate Municipal Bond Fund Columbia Rhode Island Intermediate Municipal Bond Fund Series of Columbia Funds Trust XI Columbia Asset Allocation Fund Columbia Dividend Income Fund Columbia Large Cap Core Fund Columbia Large Cap Growth Fund Columbia Disciplined Value Fund Columbia Small Cap Fund Columbia Small Company Equity Fund The Fund may not "[b]orrow money, issue senior securities or mortgage, pledge or hypothecate its assets except to the extent permitted by the [Investment Company Act of 1940, as amended ("1940 Act")][1940 Act]." Series of Columbia Funds Trust I Columbia High Yield Opportunity Fund Columbia Strategic Income Fund Columbia Tax-Managed Growth Fund 1 Series of Columbia Funds Trust III Columbia Liberty Fund Columbia Federal Securities Fund Series of Columbia Funds Trust IV Columbia Tax-Exempt Fund Columbia Tax-Exempt Insured Fund Columbia Utilities Fund Series of Columbia Funds Trust V Columbia California Tax-Exempt Fund Columbia Connecticut Tax-Exempt Fund Columbia Massachusetts Tax-Exempt Fund Columbia New York Tax-Exempt Fund Series of Columbia Funds Trust VI Columbia Small Cap Value Fund The Fund may "[b]orrow from banks, other affiliated funds and other [entities][persons] to the extent permitted by applicable law, provided [that][the][each] Fund's borrowings shall not exceed 33 1/3% of the value of its total assets (including the amount borrowed) less liabilities (other than borrowings) or such other percentage permitted by law." Series of Columbia Funds Trust V Columbia U.S. Treasury Index Fund The Fund may not "[b]orrow money or issue senior securities except that the Fund may borrow from banks for temporary or emergency purposes, and not for leveraging, and then in amounts not in excess of 33-1/3 % of the value of the Fund's total assets at the time of such borrowing; or mortgage, pledge, or hypothecate any assets except in connection with any bank borrowing and in amounts not in excess of the lesser of the dollar amounts borrowed or 33-1/3% of the value of the Fund's total assets at the time of such borrowing. Whenever borrowings are outstanding, a Fund will not make any additional investments (including roll-overs). For purposes of this restriction, collateral arrangements with respect to (a) the purchase and sale of options on stock indexes and (b) initial and variation margin for futures contracts will not be deemed to be issuances of senior securities or to be pledges of a Fund's assets." Series of Columbia Funds Trust III Columbia Global Equity Fund The Fund may not "[b]orrow from banks, other affiliated funds and other entities except to the extent permitted by applicable law and, provided the Fund's borrowings shall not exceed 33 1/3% of the value of its total assets (including the amount borrowed) less liabilities (other than borrowings) or such other percentage permitted by law." 2 EXHIBIT 2 CURRENT FUNDAMENTAL INVESTMENT RESTRICTIONS WITH RESPECT TO ISSUING SENIOR SECURITIES Series of Columbia Funds Trust VIII Columbia Income Fund Columbia Intermediate Bond Fund Series of Columbia Funds Trust IX Columbia High Yield Municipal Fund Series of Columbia Funds Trust XI Columbia Young Investor Fund Columbia Growth Stock Fund The Fund may not "[i]ssue any senior security except to the extent permitted under the [1940 Act][Investment Company Act of 1940]." Series of Columbia Funds Trust VI Columbia Small Cap Value Fund Series of Columbia Funds Trust I Columbia Tax-Managed Growth Fund Series of Columbia Funds Trust III Columbia Liberty Fund Columbia Global Equity Fund Series of Columbia Funds Trust IV Columbia Tax-Exempt Fund Columbia Tax-Exempt Insured Fund Columbia Utilities Fund The Fund may "[n]ot issue senior securities except as provided in paragraph [1][4.] above and to the extent permitted [under][by] the 1940 Act." Series of Columbia Funds Trust III Columbia Quality Plus Bond Fund Series of Columbia Funds Trust V Columbia Intermediate Tax-Exempt Bond Fund Columbia Massachusetts Intermediate Municipal Bond Fund Columbia Connecticut Intermediate Municipal Bond Fund Columbia New Jersey Intermediate Municipal Bond Fund Columbia New York Intermediate Municipal Bond Fund Columbia Rhode Island Intermediate Municipal Bond Fund Series of Columbia Funds Trust XI 1 Columbia Asset Allocation Fund Columbia Dividend Income Fund Columbia Large Cap Core Fund Columbia Large Cap Growth Fund Columbia Disciplined Value Fund Columbia Small Cap Fund Columbia Small Company Equity Fund The Fund may not "[b]orrow money, issue senior securities or mortgage, pledge or hypothecate its assets except to the extent permitted by the [Investment Company Act of 1940, as amended (1940 Act)][1940 Act]." Series of Columbia Funds Trust V Columbia U.S. Treasury Index Fund The Fund may not "[b]orrow or issue senior securities except that the Fund may borrow from banks for temporary or emergency purposes, and not for leveraging, and then in amounts not in excess of 33-1/3 % of the value of its total assets at the time of borrowing; or mortgage, pledge, or hypothecate any assets except in connection with such bank borrowing and in amounts not in excess of the lesser of the dollar amounts borrowed or 33-1/3% of the value of the Fund's total assets at the time of such borrowing. Whenever borrowings are outstanding, a Fund will not make any additional investments (including roll-overs). For purposes of this restriction, collateral arrangements with respect to (a) the purchase and sale of options on stock indexes and (b) initial and variation margin for futures contracts will not be deemed to be issuances of senior securities or to be pledges of a Fund's assets." Series of Columbia Funds Trust I Columbia High Yield Opportunity Fund Columbia Strategic Income Fund Series of Columbia Funds Trust III Columbia Federal Securities Fund Series of Columbia Funds Trust V Columbia California Tax-Exempt Fund Columbia Connecticut Tax-Exempt Fund Columbia Massachusetts Tax-Exempt Fund Columbia New York Tax-Exempt Fund The Fund may "[n]ot issue senior securities except as provided in paragraph 1 above to the extent permitted by the Act." 2 EXHIBIT 3 CURRENT FUNDAMENTAL INVESTMENT RESTRICTIONS WITH RESPECT TO MAKING LOANS Series of Columbia Funds Trust IX Columbia High Yield Municipal Fund The Fund may not "[m]ake loans, although it may (a) participate in an interfund lending program with other affiliated registered open-end investment companies provided that no such loan may be made if, as a result, the aggregate of such loans would exceed 33 1/3% of the value of its total assets; (b) purchase money market instruments and enter into repurchase agreements; and (c) acquire publicly distributed or privately placed debt securities." Series of Columbia Funds Trust VIII Columbia Income Fund Columbia Intermediate Bond Fund The Fund may not "make loans, although it may (a) lend portfolio securities and participate in an interfund lending program with certain other Funds provided that no such loan may be made if, as a result, the aggregate of such loans would exceed 33 1/3% of the value of its total assets (taken at market value at the time of such loans); (b) purchase money market instruments and enter into repurchase agreements; and (c) acquire publicly distributed or privately placed debt securities." Series of Columbia Funds Trust I Columbia High Yield Opportunity Fund Columbia Strategic Income Fund Columbia Tax-Managed Growth Fund Series of Columbia Funds Trust III Columbia Liberty Fund Columbia Global Equity Fund Columbia Federal Securities Fund Series of Columbia Funds Trust IV Columbia Tax-Exempt Fund Columbia Tax-Exempt Insured Fund Columbia Utilities Fund Series of Columbia Funds Trust V Columbia California Tax-Exempt Fund Columbia Connecticut Tax-Exempt Fund Columbia Massachusetts Tax-Exempt Fund Columbia New York Tax-Exempt Fund Series of Columbia Funds Trust VI Columbia Small Cap Value Fund 1 The Fund may "[m]ake loans (a) through lending of securities, (b) through the purchase of debt instruments or similar evidences of indebtedness typically sold privately to financial institutions, (c) through an interfund lending program with other affiliated funds provided that no such loan be made if, as a result, the aggregate of such loans would exceed 33 1/3% of the value of its total assets (taken at market value at the time of such loans) and (d) through repurchase agreements." Series of Columbia Funds Trust V Columbia U.S. Treasury Index Fund The Fund may not "[m]ake loans, except that the Fund may purchase or hold debt obligations, lend portfolio securities and enter into repurchase agreements, as described herein and in the prospectus." Series of Columbia Funds Trust III Columbia Quality Plus Bond Fund Series of Columbia Funds Trust V Columbia Intermediate Tax-Exempt Bond Fund Columbia Massachusetts Intermediate Municipal Bond Fund Columbia Connecticut Intermediate Municipal Bond Fund Columbia New Jersey Intermediate Municipal Bond Fund Columbia New York Intermediate Municipal Bond Fund Columbia Rhode Island Intermediate Municipal Bond Fund Series of Columbia Funds Trust XI Columbia Asset Allocation Fund Columbia Dividend Income Fund Columbia Large Cap Core Fund Columbia Large Cap Growth Fund Columbia Disciplined Value Fund Columbia Small Cap Fund Columbia Small Company Equity Fund The Fund may not "[m]ake loans except to the extent permitted by the 1940 Act." Series of Columbia Funds Trust XI Columbia Young Investor Fund Columbia Growth Stock Fund The Fund may not "make loans, although it may (a) lend portfolio securities and participate in an interfund lending program with other affiliated registered open-end investment companies provided that no such loan may be made if, as a result, the aggregate of such loans would exceed 33 1/3% of the value of its total assets (taken at market value at the time of such loans); (b) purchase money market instruments and enter into repurchase agreements; and (c) acquire publicly distributed or privately placed debt securities." 2 EXHIBIT 4 CURRENT FUNDAMENTAL INVESTMENT RESTRICTIONS WITH RESPECT TO DIVERSIFICATION OF INVESTMENTS Series of Columbia Funds Trust VIII Columbia Income Fund Columbia Intermediate Bond Fund The Fund may not "invest in a security if, with respect to 75% of its assets, as a result of such investment, more than 5% of its total assets (taken at market value at the time of such investment) would be invested in the securities of any one issuer, except that this restriction does not apply to U.S government securities or repurchase agreements for such securities and except that all or substantially all of the assets of the Fund may be invested in another registered investment company having the same investment objective and substantially similar investment policies as the Fund." Series of Columbia Funds Trust IX Columbia High Yield Municipal Fund The Fund may not "invest in a security if, with respect to 75% of its assets, as a result of such investment, more than 5% of its total assets (taken at market value at the time of investment) would be invested in the securities of any one issuer (for this purpose, the issuer(s) of a security being deemed to be only the entity or entities whose assets or revenues are subject to the principal and interest obligations of the security), other than obligations issued or guaranteed by the U.S. government or by its agencies or instrumentalities or repurchase agreements for such securities, and except that all or substantially all of the assets of the Fund may be invested in another registered investment company having the same investment objective and substantially similar investment policies as the Fund (however, in the case of a guarantor of securities (including an issuer of a letter of credit) the value of the guarantee (or letter of credit) may be excluded from this computation if the aggregate value of securities owned by it and guaranteed by such guarantor (plus any other investments in securities issued by the guarantor) does not exceed 10% of its total assets)." Series of Columbia Funds Trust IV Columbia Utilities Fund The Fund may "[w]ith respect to 75% of total assets, not purchase any security (other than obligations of the U.S. Government and cash items including receivables) if as a result more than 5% of its total assets would then be invested in securities of a single issuer or purchase the voting securities of an issuer if, as a result of such purchases, the Fund would own more than 10% of the outstanding voting shares of such issuer." Series of Columbia Funds Trust III Columbia Quality Plus Bond Fund Series of Columbia Funds Trust XI Columbia Asset Allocation Fund 1 Columbia Dividend Income Fund Columbia Large Cap Core Fund Columbia Large Cap Growth Fund Columbia Disciplined Value Fund Columbia Small Cap Fund Columbia Small Company Equity Fund The Fund may not "[m]ake any investment inconsistent with the Fund's classification as a diversified series of an open-end investment company under the 1940 Act." Series of Columbia Funds Trust V Columbia Intermediate Tax-Exempt Bond Fund The Fund may not "[m]ake any investment inconsistent with the Fund's classification as a diversified series of an open-end investment company under the 1940 Act, provided, however, that the Florida Fund may invest all of its investable assets in a Qualifying Portfolio (i.e., a diversified, open-end management investment company having the same investment goal and policies and substantially the same investment restrictions as those applicable to the Fund). This limitation does not apply, however, to any Fund classified as a non-diversified series of an open-end investment company under the 1940 Act." Series of Columbia Funds Trust XI Columbia Young Investor Fund Columbia Growth Stock Fund The Fund may not "with respect to 75% of its total assets, invest more than 5% of its total assets, taken at market value at the time of a particular purchase, in the securities of a single issuer, except for securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities or repurchase agreements for such securities, and except that all or substantially all of the assets of the Fund may be invested in another registered investment company having the same investment objective and substantially similar investment policies as the Fund." Series of Columbia Funds Trust I Columbia High Yield Opportunity Fund Columbia Strategic Income Fund Columbia Tax-Managed Growth Fund Series of Columbia Funds Trust III Columbia Federal Securities Fund Columbia Liberty Fund Series of Columbia Funds Trust IV 2 Columbia Tax-Exempt Fund Columbia Tax-Exempt Insured Fund Series of Columbia Funds Trust VI Columbia Small Cap Value Fund The Fund may "[n]ot concentrate more than 25% of its total assets in any one industry or[,] with respect to 75% of total assets[,] purchase any security (other than obligations of the U.S. government and cash items including receivables) if as a result more than 5% of its total assets would then be invested in securities of a single issuer or purchase [the] voting securities of an issuer if, as a result of such purchase[s], [the][a] Fund would own more than 10% of the outstanding voting shares of such issuer." Series of Columbia Funds Trust III Columbia Global Equity Fund The Fund may not "[p]urchase the securities of any one issuer (except securities issued or guaranteed by the U.S. government and its agencies or instrumentalities, as to which there are no percentage limits or restrictions) if immediately after and as a result of such purchase (a) more than 5% of the value of its assets would be invested in that issuer, or (b) the Fund would hold more than 10% of the outstanding voting securities of that issuer and except that the Fund may invest all or substantially all of its assets in another registered investment company having substantially the same investment objective as the Fund." Series of Columbia Funds Trust V Columbia U.S. Treasury Index Fund The Fund may not "[p]urchase the securities of any issuer if as a result more than 5% of the value of the Fund's total assets would be invested in the securities of such issuer, except that (a) this 5% limitation does not apply to U.S. Government securities and (b) up to 25% of the value of the Fund's total assets may be invested without regard to this 5% limitation." 3 EXHIBIT 5 CURRENT FUNDAMENTAL INVESTMENT RESTRICTIONS WITH RESPECT TO INVESTMENTS IN COMMODITIES Series of Columbia Funds Trust IX Columbia High Yield Municipal Fund The Fund may not "purchase or sell commodities or commodities contracts or oil, gas, or mineral programs, except that it may enter into futures and options transactions." Series of Columbia Funds Trust XI Columbia Young Investor Fund Columbia Growth Stock Fund The Fund may not "purchase or sell real estate (although it may purchase securities secured by real estate or interests therein, or securities issued by companies which invest in real estate or interests therein), commodities, or commodity contracts, except that it may enter into (a) futures and options on futures and (b) forward contracts." Series of Columbia Funds Trust III Columbia Quality Plus Bond Fund Series of Columbia Funds Trust XI Columbia Asset Allocation Fund Columbia Dividend Income Fund Columbia Large Cap Core Fund Columbia Large Cap Growth Fund Columbia Disciplined Value Fund Columbia Small Cap Fund Columbia Small Company Equity Fund The Fund may not "[p]urchase or sell commodities or commodity contracts except that the Fund may, to the extent consistent with its investment objective and policies, purchase and sell financial futures contracts and related options and foreign currency forward contracts, futures contracts and related options." Series of Columbia Funds Trust V Columbia U.S. Treasury Index Fund The Fund may not "[i]nvest in commodities, except that the Large Company Index Fund and the Small Company Index Fund may invest in stock index futures." Series of Columbia Funds Trust VIII Columbia Income Fund Columbia Intermediate Bond Fund 1 The Fund may not "purchase or sell commodities or commodities contracts or oil, gas or mineral programs, except that it may enter into (i) futures and options on futures and (ii) forward contracts." Series of Columbia Funds Trust V Columbia Intermediate Tax-Exempt Bond Fund Columbia Massachusetts Intermediate Municipal Bond Fund Columbia Connecticut Intermediate Municipal Bond Fund Columbia New Jersey Intermediate Municipal Bond Fund Columbia New York Intermediate Municipal Bond Fund Columbia Rhode Island Intermediate Municipal Bond Fund The Fund may not "[p]urchase or sell commodities or commodity contracts except that a Fund may, to the extent consistent with its investment goal and policies, purchase and sell financial futures contracts and related options and foreign currency forward contracts, futures contracts and related options." Series of Columbia Funds Trust I Columbia Tax-Managed Growth Fund The Fund may "[n]ot invest in commodities, except that the Fund may purchase and sell futures contracts and related options to the extent that total initial margin and premiums on the contracts do not exceed 5% of its total assets." 2 EXHIBIT 6 CURRENT FUNDAMENTAL INVESTMENT RESTRICTIONS WITH RESPECT TO INVESTMENTS IN REAL ESTATE Series of Columbia Funds Trust IX Columbia High Yield Municipal Fund The Fund may not "purchase or sell real estate (other than Municipal Securities or money market securities secured by real estate or interests therein or such securities issued by companies which invest in real estate or interests therein)." Series of Columbia Funds Trust III Columbia Global Equity Fund The Fund may not "[p]urchase or sell real estate or interests in real estate limited partnerships (other than securities secured by real estate or interests therein), interests in oil, gas or mineral leases, commodities or commodity contracts in the ordinary course of business (the Fund reserves the freedom of action to hold and to sell real estate acquired as a result of the ownership of securities and to enter into futures and options transactions in accordance with its investment policies)." Series of Columbia Funds Trust V Columbia U.S. Treasury Index Fund The Fund may not "[p]urchase or sell real estate or real estate limited partnerships interests, or invest in oil, gas or mineral leases, or mineral exploration or development programs, except that the Fund may invest in securities secured by real estate, mortgages or interests therein and may purchase securities issued by companies that invest or deal in any of the above." Series of Columbia Funds Trust III Columbia Quality Plus Bond Fund Series of Columbia Funds Trust V Columbia Intermediate Tax-Exempt Bond Fund Columbia Massachusetts Intermediate Municipal Bond Fund Columbia Connecticut Intermediate Municipal Bond Fund Columbia New Jersey Intermediate Municipal Bond Fund Columbia New York Intermediate Municipal Bond Fund Columbia Rhode Island Intermediate Municipal Bond Fund Series of Columbia Funds Trust XI Columbia Asset Allocation Fund Columbia Dividend Income Fund Columbia Large Cap Core Fund Columbia Large Cap Growth Fund Columbia Disciplined Value Fund Columbia Small Cap Fund 1 Columbia Small Company Equity Fund The Fund may not "[p]urchase or sell real estate, except that the Fund may purchase securities of issuers which deal or invest in real estate and may purchase securities which are secured by real estate or interests in real estate." Series of Columbia Funds Trust VIII Columbia Income Fund Columbia Intermediate Bond Fund The Fund may not "purchase or sell real estate (although it may purchase securities secured by real estate or interests therein, or securities issued by companies which invest in real estate, or interests therein)." Series of Columbia Funds Trust I Columbia High Yield Opportunity Fund Columbia Strategic Income Fund Columbia Tax-Managed Growth Fund Series of Columbia Funds Trust III Columbia Liberty Fund Columbia Federal Securities Fund Series of Columbia Funds Trust IV Columbia Tax-Exempt Fund Columbia Tax-Exempt Insured Fund Columbia Utilities Fund Series of Columbia Funds Trust V Columbia California Tax-Exempt Fund Columbia Connecticut Tax-Exempt Fund Columbia Massachusetts Tax-Exempt Fund Columbia New York Tax-Exempt Fund Series of Columbia Funds Trust VI Columbia Small Cap Value Fund The Fund may "[o]nly own real estate acquired as the result of owning securities and not more than 5% of total assets." Series of Columbia Funds Trust XI Columbia Young Investor Fund Columbia Growth Stock Fund The Fund may not "purchase or sell real estate (although it may purchase securities secured by real estate or interests therein, or securities issued by companies which invest in real estate or interests therein), commodities, or commodity contracts, [(]except that it may enter into (a) futures and options on futures and (b) forward contracts.[)]" 2 Series of Columbia Funds Trust IV Columbia Tax-Exempt Fund Columbia Tax-Exempt Insured Fund The Fund may "[i]nvest up to 5% of its net assets in real estate as a result of owning securities (i.e., foreclosing and collateral)." 3 EXHIBIT 7 CURRENT FUNDAMENTAL INVESTMENT RESTRICTIONS WITH RESPECT TO UNDERWRITING OF SECURITIES Series of Columbia Funds Trust III Columbia Quality Plus Bond Fund Series of Columbia Funds Trust V Columbia Intermediate Tax-Exempt Bond Fund Columbia Massachusetts Intermediate Municipal Bond Fund Columbia Connecticut Intermediate Municipal Bond Fund Columbia New Jersey Intermediate Municipal Bond Fund Columbia New York Intermediate Municipal Bond Fund Columbia Rhode Island Intermediate Municipal Bond Fund Series of Columbia Funds Trust XI Columbia Asset Allocation Fund Columbia Dividend Income Fund Columbia Large Cap Core Fund Columbia Large Cap Growth Fund Columbia Disciplined Value Fund Columbia Small Cap Fund Columbia Small Company Equity Fund The Fund may not "[u]nderwrite securities of other issuers, except insofar as the Fund technically may be deemed to be an underwriter under the Securities Act of 1933 in connection with the purchase and sale of its portfolio securities." Series of Columbia Funds Trust VIII Columbia Income Fund Columbia Intermediate Bond Fund Series of Columbia Funds Trust XI Columbia Young Investor Fund Columbia Growth Stock Fund The Fund may not "act as an underwriter of securities, except insofar as it may be deemed to be an "underwriter" for purposes of the Securities Act of 1933 on disposition of securities acquired subject to legal or contractual restrictions on resale, except that all or substantially all of the assets of the Fund may be invested in another registered investment company having the same investment objective and substantially similar investment policies as the Fund." Series of Columbia Funds Trust IX Columbia High Yield Municipal Fund 1 The Fund may not "act as an underwriter of securities, except that [it][the Fund] may participate as part of a group in bidding, or bid alone, for the purchase of Municipal Securities directly from an issuer for its own portfolio." Series of Columbia Funds Trust I Columbia High Yield Opportunity Fund Columbia Strategic Income Fund Columbia Tax-Managed Growth Fund Series of Columbia Funds Trust III Columbia Liberty Fund Columbia Federal Securities Fund Series of Columbia Funds Trust IV Columbia Tax-Exempt Fund Columbia Tax-Exempt Insured Fund Columbia Utilities Fund Series of Columbia Funds Trust V Columbia California Tax-Exempt Fund Columbia Connecticut Tax-Exempt Fund Columbia Massachusetts Tax-Exempt Fund Columbia New York Tax-Exempt Fund Series of Columbia Funds Trust VI Columbia Small Cap Value Fund The Fund may "[u]nderwrite securities issued by others [only][except] when disposing of portfolio securities." Series of Columbia Funds Trust V Columbia U.S. Treasury Index Fund The Fund may not "[u]nderwrite any issue of securities except to the extent that the sale of portfolio securities in accordance with the Fund's investment objective, policies and limitations may be deemed to be underwriting." Series of Columbia Funds Trust III Columbia Global Equity Fund The Fund may not "[u]nderwrite securities issued by other persons, except insofar as the Fund may technically be deemed an underwriter under the Securities Act of 1933 in selling a security and except that the Fund may invest all or substantially all of its assets in another registered investment company having substantially the same investment objective as the Fund." 2 EXHIBIT 8 CURRENT FUNDAMENTAL INVESTMENT RESTRICTIONS WITH RESPECT TO PURCHASING SECURITIES ON MARGIN Series of Columbia Funds Trust III Columbia Liberty Fund Columbia Federal Securities Fund Series of Columbia Funds Trust IV Columbia Tax-Exempt Fund Columbia Tax-Exempt Insured Fund Columbia Utilities Fund Series of Columbia Funds Trust V Columbia California Tax-Exempt Fund Columbia Connecticut Tax-Exempt Fund Columbia Massachusetts Tax-Exempt Fund Columbia New York Tax-Exempt Fund The Fund may "[p]urchase and sell futures contracts and related options so long as the total initial margin and premiums [on the contracts] do not exceed 5% of [its] total assets." Series of Columbia Funds Trust III Columbia Global Equity Fund The Fund may not "[p]urchase any security on margin, except that the Fund may obtain such short-term credit as may be necessary for the clearance of purchases and sales of securities (this restriction does not apply to securities purchased on a when-issued basis or to margin deposits in connection with futures and options transactions)." Series of Columbia Funds Trust V Columbia U.S. Treasury Index Fund The Fund may not "[p]urchase securities on margin, except that a Fund may obtain any short-term credits necessary for the clearance of purchases and sales of securities. For purposes of this restriction, the deposit or payment of initial or variation margin in connection with futures contracts or related options will not be deemed to be a purchase of securities on margin by the Fund." 1 EXHIBIT 9 CURRENT FUNDAMENTAL INVESTMENT RESTRICTIONS WITH RESPECT TO INVESTING FOR THE PURPOSE OF EXERCISING CONTROL Series of Columbia Funds Trust V Columbia U.S. Treasury Index Fund The Fund may not "[p]urchase more than 10% of the voting securities of any one issuer, more than 10% of the securities of any class of any one issuer or more than 10% of the outstanding debt securities of any one issuer; provided that this limitation shall not apply to investments in U.S. Government securities." Series of Columbia Funds Trust VIII Columbia Income Fund Columbia Intermediate Bond Fund The Fund may not "invest in a security if, as a result of such investment, it would hold more than 10% (taken at the time of such investment) of the outstanding voting securities of any one issuer, except that all or substantially all of the assets of the Fund may be invested in another registered investment company having the same investment objective and substantially similar investment policies as the Fund." Series of Columbia Funds Trust III Columbia Global Equity Fund The Fund may not "[p]urchase the securities of any one issuer (except securities issued or guaranteed by the U.S. government and its agencies or instrumentalities, as to which there are no percentage limits or restrictions) if immediately after and as a result of such purchase (a) more than 5% of the value of its assets would be invested in that issuer, or (b) the Fund would hold more than 10% of the outstanding voting securities of that issuer and except that the Fund may invest all or substantially all of its assets in another registered investment company having substantially the same investment objective as the Fund." Series of Columbia Funds Trust V Columbia U.S. Treasury Index Fund The Fund may not "[i]nvest in companies for the purpose of exercising control or management." Series of Columbia Funds Trust XI Columbia Young Investor Fund Columbia Growth Stock Fund The Fund may not "acquire more than 10%, taken at the time of a particular purchase, of the outstanding voting securities of any one issuer, except that all or substantially all of the assets of the Fund may be invested in another registered 1 investment company having the same investment objective and substantially similar investment policies as the Fund." 2 EXHIBIT 10 CURRENT FUNDAMENTAL INVESTMENT RESTRICTIONS WITH RESPECT TO CONCENTRATING INVESTMENTS IN AN INDUSTRY Series of Columbia Funds Trust III Columbia Quality Plus Bond Fund Series of Columbia Funds Trust XI Columbia Asset Allocation Fund Columbia Dividend Income Fund Columbia Large Cap Core Fund Columbia Large Cap Growth Fund Columbia Disciplined Value Fund Columbia Small Cap Fund Columbia Small Company Equity Fund The Fund may not "[c]oncentrate its investments in the securities of one or more issuers conducting their principal business activities in the same industry (other than securities issued or guaranteed by the U.S. Government or its agencies or instrumentalities)." Series of Columbia Funds Trust IX Columbia High Yield Municipal Fund The Fund may not "invest more than 25% of its total assets (taken at market value at the time of each investment) in securities of non-governmental issuers whose principal business activities are in the same industry, except that all or substantially all of the assets of the Fund may be invested in another registered investment company having the same investment objective and substantially similar investment policies as the Fund." Series of Columbia Funds Trust V Columbia Connecticut Intermediate Municipal Bond Fund Columbia New Jersey Intermediate Municipal Bond Fund Columbia New York Intermediate Municipal Bond Fund Columbia Rhode Island Intermediate Municipal Bond Fund Columbia Massachusetts Intermediate Municipal Bond Fund Columbia Intermediate Tax-Exempt Bond Fund The Fund may not "[c]oncentrate its investments in the securities of one or more issuers conducting their principal business activities in the same industry (other than (a) securities issued or guaranteed by the U.S. Government, any state, territory or possession of the U.S. Government, the District of Columbia, or any of their authorities, agencies, instrumentalities or political subdivisions, and (b) with respect to the Florida Fund, investment of all the investable assets of the fund in a Qualifying Portfolio (i.e., a diversified, open-end management investment company having the same investment goal and policies and substantially the same investment restrictions as those applicable to the Fund))." 1 Series of Columbia Funds Trust III Columbia Global Equity Fund The Fund may not "[i]nvest more than 25% of its total assets in the securities of issuers whose principal business activities are in the same industry (excluding obligations of the U.S. government and repurchase agreements collateralized by obligations of the U.S. government), except that the Fund may invest without limit (but may not invest less than 25% of its total assets) in the securities of companies in the public utilities industry and except that the Fund may invest all or substantially all of its assets in another registered investment company having substantially the same investment objective as the Fund." Series of Columbia Funds Trust VIII Columbia Income Fund Columbia Intermediate Bond Fund The Fund may not "invest in a security if, as a result of such investment, more than 25% of its total assets (taken at market value at the time of each investment) would be invested in the securities of issuers in any particular industry, except that this restriction does not apply to (i) repurchase agreements, or (ii) securities of issuers in the financial services industry, and except that all or substantially all of the assets of the Fund may be invested in another registered investment company having the same investment objective and substantially similar investment policies as the Fund." Series of Columbia Funds Trust I Columbia High Yield Opportunity Fund Columbia Strategic Income Fund Columbia Tax-Managed Growth Fund Series of Columbia Funds Trust III Columbia Liberty Fund Columbia Federal Securities Fund Series of Columbia Funds Trust IV Columbia Tax-Exempt Fund Columbia Tax-Exempt Insured Fund Series of Columbia Funds Trust VI Columbia Small Cap Value Fund The Fund may "[n]ot concentrate more than 25% of its total assets in any one industry or with respect to 75% of total assets purchase any security (other than obligations of the U.S. government and cash items including receivables) if as a result more than 5% of its total assets would then be invested in securities of a single issuer, or purchase the voting securities of an issuer if, as a result of [such] purchase[s], the Fund would own more than 10% of the outstanding voting shares of such issuer." Series of Columbia Funds Trust V Columbia U.S. Treasury Index Fund The Fund may not "[p]urchase any securities that would cause 25% or more of the value of the Fund's total assets at the time of purchase to be invested in the securities of 2 issuers conducting their principal business activities in the same industry, provided that there shall be no limit on the purchase of U.S. Government securities." Series of Columbia Funds Trust V Columbia California Tax-Exempt Fund Columbia Connecticut Tax-Exempt Fund Columbia Massachusetts Tax-Exempt Fund Columbia New York Tax-Exempt Fund The Fund may "[n]ot concentrate more than 25% of its total assets in any one industry." Series of Columbia Funds Trust IV Columbia Utilities Fund The Fund may not "[c]oncentrate more than 25% of its total assets in any single industry." Series of Columbia Funds Trust XI Columbia Young Investor Fund Columbia Growth Stock Fund The Fund may not "invest in a security if more than 25% of its total assets (taken at market value at the time of a particular purchase) would be invested in the securities of issuers in any particular industry, except that this restriction does not apply to securities issued or guaranteed by the U.S. Government or its agencies or instrumentalities, and except that all or substantially all of the assets of the Fund may be invested in another registered investment company having the same investment objective and substantially similar investment policies as the Fund." 3 EXHIBIT 11 AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION dated as of ___________, 2005, is by and among __________________ (the "Acquired Trust"), a Massachusetts business trust, on behalf of _______________ (the "Acquired Fund"); ______________ (the "Acquiring Trust"), a Massachusetts business trust on behalf of ___________________ (the "Acquiring Fund"); and Columbia Management Advisors, Inc. ("Columbia"). This Agreement is intended to be and is adopted as a plan of reorganization and liquidation within the meaning of Sections 361(a) and Section 368(a) of the United States Internal Revenue Code of 1986, as amended (the "Code"), and any successor provision. The reorganization will consist of the transfer of all of the assets of the Acquired Fund attributable to each class of its shares in exchange for shares of the same class of shares of the Acquiring Fund (the "Acquisition Shares"), and the assumption by the Acquiring Fund of the liabilities of the Acquired Fund and the distribution of the Acquisition Shares to the relevant shareholders of the Acquired Fund in liquidation of the Acquired Fund, all upon the terms and conditions set forth in this Agreement. In consideration of the premises and of the covenants and agreements hereinafter set forth, the parties hereto covenant and agree as follows: 1. TRANSFER OF ASSETS OF ACQUIRED FUND IN EXCHANGE FOR ASSUMPTION OF LIABILITIES AND ACQUISITION SHARES AND LIQUIDATION OF ACQUIRED FUND. 1.1. Subject to the terms and conditions herein set forth and on the basis of the representations and warranties contained herein, (a) The Acquired Fund will transfer and deliver to the Acquiring Fund, and the Acquiring Fund will acquire, all the assets of the Acquired Fund as set forth in paragraph 1.2; (b) The Acquiring Fund will assume all of the Acquired Fund's liabilities and obligations of any kind whatsoever, whether absolute, accrued, contingent or otherwise, in existence on the Closing Date (as defined in paragraph 1.2 hereof) (the "Obligations"); and (c) The Acquiring Fund will issue and deliver to the Acquired Fund in exchange for the net assets attributable to each class of its shares the number of Acquisition Shares of the corresponding class (including fractional shares, if any) determined by dividing the value of such net assets, computed in the manner and as of the time and date set forth in paragraph 2.1, by the net asset value of one Acquisition Share of the applicable class computed in the manner and as of the time and date set forth in paragraph 2.2. Such transactions shall take place at the closing provided for in paragraph 3.1 (the "Closing"). 1.2. The assets of the Acquired Fund to be acquired by the Acquiring Fund shall consist of all cash, securities, dividends and interest receivable, receivables for shares sold and all other assets which are owned by the Acquired Fund on the closing date provided in paragraph 3.1 (the "Closing Date") and any deferred expenses, other than unamortized organizational expenses, shown as an asset on the books of the Acquired Fund on the Closing Date. The Acquiring Fund agrees that all rights to indemnification and all limitations of liability existing in favor of the Acquired Fund's current and former Trustees and officers, acting in their capacities as such, under the Acquired Fund's organizational documents as in effect as of the date of this Agreement shall survive the reorganization as obligations of the Acquiring Fund and shall continue in full force and effect, without any amendment thereto, and shall constitute rights which may be asserted against the Acquiring Fund, its successors or assigns. 1 1.3. As provided in paragraph 3.4, as soon after the Closing Date as is conveniently practicable (the "Liquidation Date"), the Acquired Fund will liquidate and distribute pro rata to shareholders of record of each class of shares, determined as of the close of business on the Valuation Date (as defined in paragraph 2.1), the Acquisition Shares of the relevant class received by the Acquired Fund pursuant to paragraph 1.1. Such liquidation and distribution will be accomplished by the transfer of the Acquisition Shares then credited to the account of the Acquired Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the names of the Acquired Fund shareholders and representing the respective pro rata number of Acquisition Shares due such shareholders. The Acquiring Fund shall not be obligated to issue certificates representing Acquisition Shares in connection with such exchange. 1.4. With respect to Acquisition Shares distributable pursuant to paragraph 1.3 to an Acquired Fund shareholder holding a certificate or certificates for shares of the Acquired Fund, if any, on the Valuation Date, the Acquired Fund will not permit such shareholder to receive Acquisition Share certificates therefor, exchange such Acquisition Shares for shares of other investment companies, effect an account transfer of such Acquisition Shares, or pledge or redeem such Acquisition Shares until such Acquired Fund shareholder has surrendered all his or her outstanding certificates for Acquired Fund shares or, in the event of lost certificates, posted adequate bond. 1.5. If applicable, as soon as practicable after the Closing Date, the Acquired Trust shall file an application pursuant to Section 8(f) of the Investment Company Act of 1940, as amended (the "1940 Act"), for an order declaring that it has ceased to be an investment company and, upon receipt of such order, shall make all filings and take all other steps as shall be necessary and proper to effect its complete termination under Massachusetts law. After the Closing Date, the Acquired Fund shall not conduct any business except in connection with its liquidation, deregistration (if applicable), and termination. 2. VALUATION. 2.1. For the purpose of paragraph 1, the value of the Acquired Fund's assets to be acquired by the Acquiring Fund hereunder shall be the value of such assets computed as of the close of regular trading on the New York Stock Exchange on the business day next preceding the Closing (such time and date being herein called the "Valuation Date") using the valuation procedures set forth in the organizational documents of the Acquiring Fund and the then current prospectus or prospectuses or statement or statements of additional information of the Acquiring Fund (collectively, as amended or supplemented from time to time, the "Acquiring Fund Prospectus") for determining net asset value, [after deduction for the expenses of the reorganization contemplated hereby to be paid by the Acquired Fund pursuant to paragraph 9.2, and shall be certified by the Acquired Fund.] 2.2. For the purpose of paragraph 2.1, the net asset value of an Acquisition Share of each class shall be the net asset value per share computed as of the close of regular trading on the New York Stock Exchange on the Valuation Date, using the valuation procedures set forth in the organizational documents of the Acquiring Fund and the Acquiring Fund Prospectus. 3. CLOSING AND CLOSING DATE. 3.1. The Closing Date shall be on ______________, 2005, or on such other date as the parties may agree. The Closing shall be held at ____________ p.m. at Columbia's offices, One Financial Center, Boston, Massachusetts 02111, or at such other time and/or place as the parties may agree. 3.2. The portfolio securities of the Acquired Fund shall be made available by the Acquired Fund to the custodian for the Acquiring Fund (the "Custodian"), for examination no later than five business days preceding the Valuation Date. On the Closing Date, such portfolio securities and all the Acquired Fund's cash shall be delivered by the Acquired Fund to the Custodian for the account of the Acquiring Fund, such portfolio securities to be duly endorsed in proper form for transfer in -2- such manner and condition as to constitute good delivery thereof in accordance with the custom of brokers or, in the case of portfolio securities held in the U.S. Treasury Department's book-entry system or by the Depository Trust Company, Participants Trust Company or other third party depositories, by transfer to the account of the Custodian in accordance with Rule 17f-4, Rule 17f-5 or Rule 17f-7, as the case may be, under the 1940 Act and accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. The cash delivered shall be in the form of currency or certified or official bank checks, payable to the order of "[Name of Custodian], custodian for [Name of Acquiring Fund]." 3.3. In the event that on the Valuation Date (a) the New York Stock Exchange shall be closed to trading or trading thereon shall be restricted, or (b) trading or the reporting of trading on said Exchange or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Acquired Fund or the Acquiring Fund is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored; provided that if trading shall not be fully resumed and reporting restored within three business days of the Valuation Date, this Agreement may be terminated by either the Acquired Fund or the Acquiring Fund upon the giving of written notice to the other party. 3.4. At the Closing, the Acquired Fund or its transfer agent shall deliver to the Acquiring Fund or its designated agent a list of the names and addresses of the Acquired Fund shareholders and the number of outstanding shares of each class of the Acquired Fund owned by each Acquired Fund shareholder, all as of the close of business on the Valuation Date, certified by any Vice President, Secretary or Assistant Secretary of the Acquired Fund. The Trust will provide to the Acquired Fund evidence satisfactory to the Acquired Fund that the Acquisition Shares issuable pursuant to paragraph 1.1 have been credited to the Acquired Fund's account on the books of the Acquiring Fund. On the Liquidation Date, the Acquiring Fund will provide to the Acquired Fund evidence satisfactory to the Acquired Fund that such Acquisition Shares have been credited pro rata to open accounts in the names of the Acquired Fund shareholders as provided in paragraph 1.3. 3.5. At the Closing, each party shall deliver to the other such bills of sale, instruments of assumption of liabilities, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request in connection with the transfer of assets, assumption of liabilities and liquidation contemplated by paragraph 1. 4. REPRESENTATIONS AND WARRANTIES. 4.1. The Acquired Fund represents and warrants the following to the Acquiring Fund as of the date hereof and agrees to confirm the continuing accuracy and completeness in all material respects of the following on the Closing Date: (a) The Acquired Fund is a series of the Acquired Trust that is duly organized, validly existing and in good standing under the laws of The Commonwealth of Massachusetts; (b) The Acquired Trust is a duly registered investment company classified as a management company of the open-end type and its registration with the Securities and Exchange Commission as an investment company under the 1940 Act is in full force and effect, and the Acquired Fund is a separate series thereof duly designated in accordance with the applicable provisions of the Declaration of Trust of the Acquired Trust and the 1940 Act; (c) The Acquired Fund is not in violation in any material respect of any provision of its organizational documents or of any agreement, indenture, instrument, contract, lease or other undertaking to which the Acquired Fund is a party or by which the Acquired Fund is bound, and the execution, delivery and performance of this Agreement will not result in any such violation; -3- (d) The Acquired Fund has no material contracts or other commitments (other than this Agreement and such other contracts as may be entered into in the ordinary course of its business) which if terminated may result in material liability to the Acquired Fund or under which (whether or not terminated) any material payments for periods subsequent to the Closing Date will be due from the Acquired Fund; (e) To the knowledge of the Acquired Fund, except as has been disclosed in writing to the Acquiring Fund, no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or threatened as to the Acquired Fund, any of its properties or assets, or any person whom the Acquired Fund may be obligated to indemnify in connection with such litigation, proceeding or investigation, and is not a party to or subject to the provisions of any order, decree or judgment of any court or governmental body, which materially and adversely affects its business or its ability to consummate the transactions contemplated hereby; (f) The statement of assets and liabilities, the statement of operations, the statement of changes in net assets, and the schedule of investments of the Acquired Fund, as of and for its most recently completed fiscal year, audited by PricewaterhouseCoopers LLP (and, if applicable, an unaudited statement of assets and liabilities, statement of operations, statement of changes in net assets and schedule of investments for any subsequent semiannual period following the most recently completed fiscal year), copies of which have been furnished to the Acquiring Fund, fairly reflect the financial condition and results of operations of the Acquired Fund as of such dates and for the periods then ended in accordance with generally accepted accounting principles consistently applied, and the Acquired Fund has no known liabilities of a material amount, contingent or otherwise, other than those shown on the statements of assets referred to above or those incurred in the ordinary course of its business since the date of the Acquired Fund's most recently completed fiscal year; (g) Since the date of the Acquired Fund's most recently completed fiscal year, there has not been any material adverse change in the Acquired Fund's financial condition, assets, liabilities or business (other than changes occurring in the ordinary course of business), or any incurrence by the Acquired Fund of indebtedness, except as disclosed in writing to the Acquiring Fund. For the purposes of this subparagraph (g), distributions of net investment income and net realized capital gains, changes in portfolio securities, changes in the market value of portfolio securities or net redemptions shall be deemed to be in the ordinary course of business; (h) As of the Closing Date, all federal and other tax returns and reports of the Acquired Fund required by law to have been filed by such date (giving effect to extensions) shall have been filed, and all federal and other taxes shown to be due on such returns and reports or on any assessment received shall have been paid, or provisions shall have been made for the payment thereof. All of the Acquired Fund's tax liabilities will have been adequately provided for on its books. To the best of the Acquired Fund's knowledge, it will not have had any tax deficiency or liability asserted against it or question with respect thereto raised, and it will not be under audit by the Internal Revenue Service or by any state or local tax authority for taxes in excess of those already paid; (i) The Acquired Fund meets the requirements of subchapter M of the Code for treatment as a "regulated investment company" within the meaning of Section 851 of the Code, and will continue meeting such requirements at all times through the Closing Date. The Acquired Fund has not at any time since its inception been liable for nor is now liable for any material income or excise tax pursuant to Section 852 or 4982 of the Code. The Acquired Fund has duly filed all federal, state, local and foreign tax returns which are required to have been filed, and all taxes of the Acquired Fund which are due and payable have been paid except for amounts that alone or in the aggregate would not reasonably be -4- expected to have a material adverse effect. The Acquired Fund is in compliance in all material respects with applicable regulations of the Internal Revenue Service pertaining to the reporting of dividends and other distributions on and redemptions of its capital stock and to withholding in respect of dividends and other distributions to shareholders, and is not liable for any material penalties which could be imposed thereunder; (j) Exhibit A attached hereto sets forth the authorized capital of the Acquired Fund. All issued and outstanding shares of the Acquired Fund are, and at the Closing Date will be, duly and validly issued and outstanding, fully paid and non-assessable (except as set forth in the Acquired Fund's then current prospectus or prospectuses or statement or statements of additional information (collectively, as amended or supplemented from time to time, the "Acquired Fund Prospectus")) by the Acquired Fund and will have been issued in compliance with all applicable registration or qualification requirements of federal and state securities laws. Except as set forth on Exhibit A attached hereto, no options, warrants or other rights to subscribe for or purchase, or securities convertible into, any shares of common stock of the Acquired Fund are outstanding and none will be outstanding on the Closing Date; (k) The Acquired Fund's investment operations from inception to the date hereof have been in compliance in all material respects with the investment policies and investment restrictions set forth in the Acquired Fund Prospectus, except as previously disclosed in writing to the Acquiring Fund; (l) The execution, delivery and performance of this Agreement has been duly authorized by the Trustees of the Acquired Fund, and, upon approval thereof by the required majority of the shareholders of the Acquired Fund, this Agreement will constitute the valid and binding obligation of the Acquired Fund enforceable in accordance with its terms except as the same may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally and other equitable principles; (m) The Acquisition Shares to be issued to the Acquired Fund pursuant to paragraph 1 will not be acquired for the purpose of making any distribution thereof other than to the Acquired Fund shareholders as provided in paragraph 1.3; (n) The information provided by the Acquired Fund for use in the Proxy Statement referred to in paragraph 5.3 shall be accurate and complete in all material respects and shall comply with federal securities and other laws and regulations as applicable thereto; (o) No consent, approval, authorization or order of any court or governmental authority is required for the consummation by the Acquired Fund of the transactions contemplated by this Agreement, except such as may be required under the Securities Act of 1933, as amended (the "1933 Act"), the Securities Exchange Act of 1934, as amended (the "1934 Act"), the 1940 Act and state securities or "Blue Sky" laws (which terms used herein shall include the laws of the District of Columbia and of Puerto Rico); (p) At the Closing Date, the Acquired Fund will have good and marketable title to its assets to be transferred to the Acquiring Fund pursuant to paragraph 1.1 and will have full right, power and authority to sell, assign, transfer and deliver the Investments (as defined below) and any other assets and liabilities of the Acquired Fund to be transferred to the Acquiring Fund pursuant to this Agreement. At the Closing Date, subject only to the delivery of the Investments and any such other assets and liabilities and payment therefor as contemplated by this Agreement, the Acquiring Fund will acquire good and marketable title thereto and will acquire the Investments and any such other assets and liabilities subject to no encumbrances, liens or security interests whatsoever and without any restrictions upon the transfer thereof, except as previously disclosed to the Acquiring -5- Fund. As used in this Agreement, the term "Investments" shall mean the Acquired Fund's investments shown on the schedule of its investments as of the date of its most recently completed fiscal year, referred to in subparagraph 4.1(f) hereof, as supplemented with such changes in the portfolio as the Acquired Fund shall make, and changes resulting from stock dividends, stock split-ups, mergers and similar corporate actions through the Closing Date; (q) [For Acquiring Funds that are "diversified" under Section 5(b)(i) of the 1940 Act only] [At the Closing Date, the Acquired Fund will have sold such of its assets, if any, as are necessary to assure that, after giving effect to the acquisition of the assets of the Acquired Fund pursuant to this Agreement, the Acquiring Fund will remain a "diversified company" within the meaning of Section 5(b)(1) of the 1940 Act and in compliance with such other mandatory investment restrictions as are set forth in the Acquiring Fund Prospectus, as amended through the Closing Date;] and (r) No registration of any of the Investments would be required if they were, as of the time of such transfer, the subject of a public distribution by either of the Acquiring Fund or the Acquired Fund, except as previously disclosed by the Acquired Fund to the Acquiring Fund. 4.2. The Acquiring Fund represents and warrants the following to the Acquired Fund as of the date hereof and agrees to confirm the continuing accuracy and completeness in all material respects of the following on the Closing Date: (a) The Acquiring Fund is a series of the Acquiring Trust that is duly organized, validly existing and in good standing under the laws of The Commonwealth of Massachusetts; (b) The Acquiring Trust is a duly registered investment company classified as a management company of the open-end type and its registration with the Securities and Exchange Commission as an investment company under the 1940 Act is in full force and effect, and the Acquiring Fund is a separate series thereof duly designated in accordance with the applicable provisions of the Declaration of Trust of the Acquiring Trust and the 1940 Act; (c) At the Closing Date, the Acquiring Fund Prospectus will conform in all material respects to the applicable requirements of the 1933 Act and the rules and regulations of the Securities and Exchange Commission thereunder and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and there will be no material contracts to which the Acquiring Fund is a party that are not referred to in such Prospectus or in the registration statement of which it is a part; (d) At the Closing Date, the Acquiring Fund will have good and marketable title to its assets; (e) The Acquiring Fund is not in violation in any material respect of any provisions of its organizational documents or of any agreement, indenture, instrument, contract, lease or other undertaking to which the Acquiring Fund is a party or by which the Acquiring Fund is bound, and the execution, delivery and performance of this Agreement will not result in any such violation; (f) To the knowledge of such counsel, except as has been disclosed in writing to the Acquired Fund, no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or threatened as to the Acquiring Fund, any of its properties or assets, or any person whom the Acquiring Fund may be obligated to indemnify in connection with such litigation, proceeding or investigation, and the Acquiring Fund is not a party to or subject to the provisions of any order, decree -6- or judgment of any court or governmental body which materially and adversely affects its business or its ability to consummate the transactions contemplated hereby; (g) Reserved; (h) Reserved; (i) As of the Closing Date, the Acquiring Fund shall have not been required by law to have filed any federal or other tax returns or reports. All of the Acquiring Fund's tax liabilities, if any, will have been adequately provided for on its books. To the best of the Acquiring Fund's knowledge, it will not have not have had any tax deficiency or liability asserted against it or question with respect thereto raised, and it will not be under audit by the Internal Revenue Service or by any state or local tax authority for taxes in excess of those already paid; (j) The Acquiring Fund was established by the Trustees of the Acquiring Trust in order to effect the transactions described in this Agreement. It has not yet filed its first federal income tax return and, thus, has not yet elected to be treated as a "regulated investment company" for federal income tax purposes. However, upon filing its first income tax return at the completion of its first taxable year, the Acquiring Fund will elect to be a "regulated investment company" and until such time will take all steps necessary to ensure that it qualifies for taxation as a "regulated investment company" under Sections 851 and 852 of the Code. (k) The Acquiring Fund has no shares of beneficial interest issued and outstanding; (l) Reserved; (m) The execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of the Acquiring Fund, and this Agreement constitutes the valid and binding obligation of the Acquiring Fund enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally and other equitable principles; (n) The Acquisition Shares to be issued and delivered to the Acquired Fund pursuant to the terms of this Agreement will at the Closing Date have been duly authorized and, when so issued and delivered, will be duly and validly issued shares in the Acquiring Fund, and will be fully paid and non-assessable (except as set forth in the Acquiring Fund Prospectus) by the Acquiring Fund, and no shareholder of the Acquiring Fund will have any preemptive right of subscription or purchase in respect thereof; (o) The information to be furnished by the Acquiring Fund for use in the Proxy Statement referred to in paragraph 5.3 shall be accurate and complete in all material respects and shall comply with federal securities and other laws and regulations applicable thereto; and (p) No consent, approval, authorization or order of any court or governmental authority is required for the consummation by the Acquiring Fund of the transactions contemplated by this Agreement, except such as may be required under the 1933 Act, the 1934 Act, the 1940 Act and state securities or "Blue Sky" laws (which term as used herein shall include the laws of the District of Columbia and of Puerto Rico). 5. COVENANTS OF THE ACQUIRED FUND AND THE ACQUIRING FUND. -7- The Acquired Fund and the Acquiring Fund each hereby covenants and agrees with the other as follows: 5.1. Each of the Acquiring Fund and the Acquired Fund each will operate its business in the ordinary course between the date hereof and the Closing Date, it being understood that such ordinary course of business will include regular and customary periodic dividends and distributions. 5.2. The Acquired Fund will call a meeting of its shareholders to be held prior to the Closing Date to elect the Board of Trustees of the Acquired Fund and take all other reasonable action necessary to obtain the required shareholder approval of the transactions contemplated hereby. 5.3. In connection with the Acquired Fund shareholders' meeting referred to in paragraph 5.2, the Acquired Fund will prepare a Proxy Statement for such meeting, to be distributed to the Acquired Fund shareholders pursuant hereto, all in compliance with the applicable requirements of the 1934 Act and the 1940 Act. 5.4. The information to be furnished by the Acquired Fund and the Acquiring Fund for use in the Proxy Statement, as referred to in paragraph 5.3, shall be accurate and complete in all material respects and shall comply with federal securities and other laws and regulations thereunder applicable thereto. 5.5. The Acquiring Fund will advise the Acquired Fund promptly if at any time prior to the Closing Date the assets of the Acquired Fund include any securities which the Acquiring Fund is not permitted to acquire. 5.6. Subject to the provisions of this Agreement, the Acquired Fund and the Acquiring Fund will each take, or cause to be taken, all action, and do or cause to be done, all things reasonably necessary, proper or advisable to cause the conditions to the other party's obligations to consummate the transactions contemplated hereby to be met or fulfilled and otherwise to consummate and make effective such transactions. 5.7. The Acquiring Fund will use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act and such of the state securities or "Blue Sky" laws as it may deem appropriate in order to continue its operations after the Closing Date. 6. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Acquired Fund to consummate the transactions provided for herein shall be subject, at its election, to the performance by the Acquiring Fund of all the obligations to be performed by them hereunder on or before the Closing Date and, in addition thereto, to the following further conditions: 6.1. The Acquiring Fund shall have delivered to the Acquired Fund, a certificate executed in its name by its President or a Vice President and its Treasurer or an Assistant Treasurer, in form and substance satisfactory to the Acquired Fund and dated as of the Closing Date, to the effect that the representations and warranties of the Acquiring Fund made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, and that the Acquiring Fund has complied with all the covenants and agreements and satisfied all of the conditions on their parts to be performed or satisfied under this Agreement at or prior to the Closing Date. 6.2. The Acquired Fund shall have received a favorable opinion of Ropes & Gray LLP dated the Closing Date and, in a form satisfactory to the Acquiring Fund, to the following effect: (a) The Acquiring Trust is duly organized and validly existing under the laws of The Commonwealth of Massachusetts and has power to own all of its properties and assets and to carry on its business as presently conducted; -8- (b) This Agreement has been duly authorized, executed and delivered on behalf of the Acquiring Fund and, assuming the Proxy Statement referred to in paragraph 5.3 complies with applicable federal securities laws and assuming the due authorization, execution and delivery of this Agreement by the Acquired Fund is the valid and binding obligation of the Acquiring Fund enforceable against the Acquiring Fund in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally and other equitable principles; (c) The Acquiring Fund has the power to assume the liabilities to be assumed by it hereunder and upon consummation of the transactions contemplated hereby the Acquiring Fund will have duly assumed such liabilities; (d) The Acquisition Shares to be issued for transfer to the Acquired Fund shareholders as provided by this Agreement are duly authorized and upon such transfer and delivery will be validly issued and outstanding and fully paid and nonassessable shares in the Acquiring Fund, and no shareholder of the Acquiring Fund has any preemptive right of subscription or purchase in respect thereof; (e) The execution and delivery of this Agreement did not, and the performance by the Acquiring Fund of its obligations hereunder will not, violate the Acquiring Fund's organizational documents, or any provision of any agreement known to such counsel to which the Acquiring Fund is a party or by which it is bound or, to the knowledge of such counsel, result in the acceleration of any obligation or the imposition of any penalty under any agreement, judgment, or decree to which the Acquiring Fund is a party or by which it is bound; (f) To the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority is required for the consummation by the Acquiring Fund of the transactions contemplated by this Agreement except such as may be required under state securities or "Blue Sky" laws or such as have been obtained; (g) Such counsel does not know of any legal or governmental proceedings relating to the Acquiring Fund existing on or before the date of mailing of the Proxy Statement referred to in paragraph 5.3 or the Closing Date required to be described in the Proxy Statement which are not described as required; (h) The Acquiring Trust is registered with the Securities and Exchange Commission as an investment company under the 1940 Act; and (i) To the knowledge of such counsel, except as has been disclosed in writing to the Acquired Fund, no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or threatened as to the Acquiring Fund or any of its properties or assets or any person whom the Acquired Fund may be obligated to indemnify in connection with such litigation, proceeding or investigation, and the Acquiring Fund is not a party to or subject to the provisions of any order, decree or judgment of any court or governmental body, which materially and adversely affects its business or its ability to consummate the transaction contemplated hereby. 7. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND. The obligations of the Acquiring Fund to complete the transactions provided for herein shall be subject, at its election, to the performance by the Acquired Fund of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, to the following further conditions: -9- 7.1. The Acquired Fund shall have delivered to the Acquiring Fund a certificate executed in its name by its President or a Vice President and its Treasurer or an Assistant Treasurer, in form and substance satisfactory to the Acquiring Fund and dated as of the Closing Date, to the effect that the representations and warranties of the Acquired Fund made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, and that the Acquired Fund have complied with all the covenants and agreements and satisfied all of the conditions on their parts to be performed or satisfied under this Agreement at or prior to the Closing Date; 7.2. The Acquiring Fund shall have received a favorable opinion of Ropes & Gray LLP, dated the Closing Date and in a form satisfactory to the Acquiring Fund, to the following effect: (a) The Acquired Trust is duly organized and validly existing under the laws of The Commonwealth of Massachusetts and has power to own all of its properties and assets and to carry on its business as presently conducted; (b) This Agreement has been duly authorized, executed and delivered on behalf of the Acquired Fund and, assuming the Proxy Statement referred to in paragraph 5.3 comply with applicable federal securities laws and, assuming the due authorization, execution and delivery of this Agreement by the Acquiring Fund, is the valid and binding obligation of the Acquired Fund enforceable against the Acquired Fund in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally and other equitable principles; (c) The Acquired Fund has the power to sell, assign, transfer and deliver the assets to be transferred by it hereunder, and, upon consummation of the transactions contemplated hereby, the Acquired Fund will have duly transferred such assets to the Acquiring Fund; (d) The execution and delivery of this Agreement did not, and the performance by the Acquired Fund of its respective obligations hereunder will not, violate the Acquired Fund's organizational documents or any provision of any agreement known to such counsel to which the Acquired Fund is a party or by which it is bound or, to the knowledge of such counsel, result in the acceleration of any obligation or the imposition of any penalty under any agreement, judgment, or decree to which the Acquired Fund is a party or by which it is bound; (e) To the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority is required for the consummation by the Acquired Fund of the transactions contemplated by this Agreement, except such as have been obtained; (f) Such counsel does not know of any legal or governmental proceedings relating to the Acquired Fund existing on or before the date of mailing of the Proxy Statement referred to in paragraph 5.3 or the Closing Date required to be described in the Registration Statement which are not described as required; (g) The Acquired Trust is registered with the Securities and Exchange Commission as an investment company under the 1940 Act; and (h) To the knowledge of such counsel, except as has been disclosed in writing to the Acquiring Fund, no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or threatened as to the Acquired Fund or any of its properties or assets or any person whom the Acquiring Fund may be obligated to indemnify in connection with such litigation, proceeding or investigation, and the Acquired Fund is not a party to or subject to the provisions of any order, decree -10- or judgment of any court or governmental body, which materially and adversely affects its business or its ability to consummate the transaction contemplated thereby. 7.3. Reserved. 7.4. The Acquired Fund shall have furnished to the Acquiring Fund a certificate, signed by the President (or any Vice President) and the Treasurer of the Acquired Fund, as to the adjusted tax basis in the hands of the Acquired Fund of the securities delivered to the Acquiring Fund pursuant to this Agreement. 7.5. The custodian of the Acquired Fund shall have delivered to the Acquiring Fund a certificate identifying all of the assets of the Acquired Fund held by such custodian as of the Valuation Date. 8. FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF EACH OF THE ACQUIRING FUND AND THE ACQUIRED FUND. The respective obligations of the Acquired Fund and the Acquiring Fund hereunder are each subject to the further conditions that on or before the Closing Date: 8.1. Shareholders of the Acquired Fund shall have elected the nominees for Trustees of the Acquired Fund, set forth in the Proxy Statement. 8.2. On the Closing Date no action, suit or other proceeding shall be pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, this Agreement or the transactions contemplated hereby. 8.3. All consents of other parties and all other consents, orders and permits of federal, state and local regulatory authorities (including those of the Securities and Exchange Commission and of state "Blue Sky" and securities authorities) deemed necessary by the Acquired Fund or the Acquiring Fund to permit consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of the Acquired Fund or the Acquiring Fund. 8.4. Reserved. 8.5. The Acquired Fund shall have received a favorable opinion of Ropes & Gray LLP satisfactory to the Acquired Fund, and the Acquiring Fund shall have received a favorable opinion of Ropes & Gray LLP satisfactory to the Acquiring Fund, each substantially to the effect that, for federal income tax purposes: (a) The transactions contemplated by this Agreement will constitute a reorganization within the meaning of Section 368(a) of the Code, and the Acquired Fund and the Acquiring Fund will each be "a party to a reorganization" within the meaning of Section 368(b) of the Code; (b) No gain or loss will be recognized by the Acquired Fund (i) upon the transfer of its assets to the Acquiring Fund in exchange for the Acquisition Shares and the assumption by the Acquiring Fund of the liabilities of the Acquired Fund or (ii) upon the distribution of the -11- Acquisition Shares by the Acquired Fund to its shareholders in liquidation, as contemplated in paragraph 1 hereof; (c) No gain or loss will be recognized by the Acquiring Fund upon receipt of the assets of the Acquired Fund in exchange for the assumption of liabilities and obligations and issuance of the Acquisition Shares as contemplated in paragraph 1 hereof; (d) The tax basis of the assets of the Acquired Fund acquired by the Acquiring Fund will be the same as the tax basis of such assets in the hands of the Acquired Fund immediately prior to the transfer, and the holding period of the assets of the Acquired Fund in the hands of the Acquiring Fund will include the period during which those assets were held by the Acquired Fund; (e) The holding periods of the assets of the Acquired Fund in the hands of the Acquiring Fund will include the periods during which such assets were held by the Acquired Fund; (f) No gain or loss will be recognized by the Acquired Fund shareholders upon the exchange of all of their Acquired Fund shares for the Acquisition Shares; (g) The aggregate tax basis of the Acquisition Shares to be received by each shareholder of the Acquired Fund will be the same as the aggregate tax basis of the Acquired Fund shares exchanged therefor; (h) An Acquired Fund shareholder's holding period for the Acquisition Shares to be received will include the period during which the Acquired Fund shares exchanged therefor were held, provided that the shareholder held the Acquired Fund shares as a capital asset on the date of the exchange; and (i) The Acquiring Fund will succeed to and take into account the items of the Acquired Fund described in Section 381(c) of the Code, subject to the conditions and limitations specified in Sections 381, 382, 383 and 384 of the Code and the regulations thereunder. The opinion will be based on certain factual certifications made by officers of the Acquired Fund and the Acquiring Fund and will also be based on customary assumptions. The opinion is not a guarantee that the tax consequences of the relevant Acquisition will be as described above. Ropes & Gray LLP will express no view with respect to the effect of the Acquisition on any transferred asset as to which any unrealized gain or loss is required to be recognized at the end of a taxable year (or on the termination or transfer thereof) under federal income tax principles. 8.6. At any time prior to the Closing, any of the foregoing conditions of this Agreement may be waived jointly by the Board of each of the Acquired Fund and the Acquiring Fund, if, in their judgment, such waiver will not have a material adverse effect on the interests of the shareholders of the Acquired Fund or the Acquiring Fund. 9. BROKERAGE FEES AND EXPENSES. 9.1. The Acquired Fund and the Acquiring Fund each represents and warrants to the other that there are no brokers or finders entitled to receive any payments in connection with the transactions provided for herein. 9.2. All fees paid to governmental authorities for the registration or qualification of the Acquisition Shares and all transfer agency costs related to the Acquisition Shares shall be allocated to the Acquiring Fund. All other fees and expenses including without limitation, fees and expenses related to printing, mailing, solicitation of proxies and tabulation of votes of Acquired Fund shareholders shall be allocated to the Acquired Fund. -12- Accounting, legal and custodial expenses contemplated by this Agreement shall be allocated to Columbia. 10. ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES. 10.1. The Acquired Fund and the Acquiring Fund agree that neither party has made any representation, warranty or covenant not set forth herein and that this Agreement constitutes the entire agreement between the parties. 10.2. The representations, warranties and covenants contained in this Agreement or in any document delivered pursuant hereto or in connection herewith shall not survive the consummation of the transactions contemplated hereunder except paragraphs 1.1, 1.3, 1.5, 5.4, 9, 10, 13 and 14. 11. TERMINATION. 11.1. This Agreement may be terminated by the mutual agreement of the Acquired Fund and the Acquiring Fund. In addition, either the Acquired Fund or the Acquiring Fund may at its option terminate this Agreement at or prior to the Closing Date because: (a) Of a material breach by the other of any representation, warranty, covenant or agreement contained herein to be performed by the other party at or prior to the Closing Date; (b) A condition herein expressed to be precedent to the obligations of the terminating party has not been met and it reasonably appears that it will not or cannot be met; or (c) Any governmental authority of competent jurisdiction shall have issued any judgment, injunction, order, ruling or decree or taken any other action restraining, enjoining or otherwise prohibiting this Agreement or the consummation of any of the transactions contemplated herein and such judgment, injunction, order, ruling, decree or other action becomes final and non-appealable; provided that the party seeking to terminate this Agreement pursuant to this Section 11.1(c) shall have used its reasonable best efforts to have such judgment, injunction, order, ruling, decree or other action lifted, vacated or denied. If the transactions contemplated by this Agreement have not been substantially completed by December 31, 2007, this Agreement shall automatically terminate on that date unless a later date is agreed to by both the Acquired Fund and the Acquiring Fund. 11.2. If for any reason the transactions contemplated by this Agreement are not consummated, no party shall be liable to any other party for any damages resulting therefrom, including without limitation consequential damages. 12. AMENDMENTS. This Agreement may be amended, modified or supplemented in such manner as may be mutually agreed upon in writing by the authorized officers of the Acquired Fund and the Acquiring Fund; provided, however, that following the shareholders' meeting called by the Acquired Fund pursuant to paragraph 5.2 no such amendment may have the effect of changing the provisions for determining the number of the Acquisition Shares to be issued to shareholders of the Acquired Fund under this Agreement to the detriment of such shareholders without their further approval. 13. NOTICES. Any notice, report, statement or demand required or permitted by any provisions of this Agreement shall be -13- in writing and shall be given by prepaid telegraph, telecopy or certified mail addressed to the Acquired Fund or the Acquiring Fund, One Financial Center, Boston, Massachusetts 02111, Attention: Secretary. 14. HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; NON- RECOURSE. 14.1. The article and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 14.2. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. 14.3. This Agreement shall be governed by and construed in accordance with the domestic substantive laws of The Commonwealth of Massachusetts, without giving effect to any choice or conflicts of law rule or provision that would result in the application of the domestic substantive laws of any other jurisdiction. 14.4. This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but no assignment or transfer hereof or of any rights or obligations hereunder shall be made by any party without the written consent of the other party. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm or corporation, other than the parties hereto and their respective successors and assigns, any rights or remedies under or by reason of this Agreement. 14.5. A copy of the Declaration of Trust of the Acquiring Trust and the Acquired Trust is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that no trustee, officer, agent or employee of such fund shall have any personal liability under this Agreement, and that this Agreement is binding only upon the assets and properties of the such trust. [THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK.] -14- IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed as a sealed instrument by its President, a Vice President or Treasurer and its corporate seal to be affixed thereto and attested by its Secretary or Assistant Secretary. [Name of Acquired Fund] By: ____________________________________ Name: __________________________________ Title: _________________________________ [Name of Acquiring Fund] By: ____________________________________ Name: __________________________________ Title: _________________________________ Solely for purposes of Paragraph 9.2 of the Agreement COLUMBIA MANAGEMENT ADVISORS, INC. By: ____________________________________ Name: __________________________________ Title: _________________________________ EXHIBIT A
ACQUIRED FUND AUTHORIZED CAPITAL - ------------------------------- ------------------------------- _______________________________ _______________________________ _______________________________ _______________________________
* Converts to Class A shares after the expiration of a period of time. A-1 COLUMBIA MANAGEMENT. FORM OF PROXY SPECIAL MEETING OF SHAREHOLDERS TO BE HELD SEPTEMBER 16, 2005 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. The undersigned hereby appoints Christopher L. Wilson, J. Kevin Connaughton, Michael G. Clarke, Vincent P. Pietropaolo and Michelle H. Rhee, and each of them, with full power of substitution to each, to vote all shares at the Special Meeting of Shareholders to be held at One Financial Center, Boston, Massachusetts, on September 9, 2005 at 2:00 p.m. Boston Time and at any and all adjournments, as specified herein and in accordance with their best judgment, on any other business that may properly come before the meeting. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BELOW AND, ABSENT DIRECTION, WILL BE VOTED FOR THE PROPOSAL LISTED BELOW. THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE HOLDER'S BEST JUDGMENT AS TO ANY OTHER MATTER. VOTE VIA THE INTERNET: HHTPS://VOTE.PROXY-DIRECT.COM VOTE VIA THE TELEPHONE: 1-866-241-6192 NOTE: Please sign exactly as name or names appear hereon. Joint owners should each sign personally. When signing as attorney, executor, administrator , trustee pr guardian, please give full time as such. If a corporation, please sign in corporate name by President or other authorized officer. If a partnership, pleaes sign in partnership name by authorized person. ___________________________________ Shareholder sign here ___________________________________ Co-owner sign here ___________________________________ Date ORE_15350 FUNDS FUNDS FUNDS - ----- ----- ----- Fundnames Drop In Fundnames Drop In Fundnames Drop In PLEASE MARK BOXES BELOW IN BLUE OR BLACK INK AS FOLLOWS. EXAMPLE:[ ] [ ] To Vote FOR All Funds on ALL Proposals mark this box. No other vote is necessary. 1. TO ELECT TRUSTEES: FOR ALL WITHHOLD FOR ALL AUTHORITY EXCEPT FOR ALL 01. Janet Langford Kelly 02. Ann-Lee Verville 03. Douglas A. Hacker 04. Richard W. Lowry 05. William E. Mayer 06. Charles R. Nelson [ ] [ ] [ ] 07. John J. Neuhauser 08. Patrick J. Simpson 09. Thomas E. Stitzel 10. Thomas C. Theobald 11. Richard L. Woolworth
To withhold authority to vote for one or more of the nominees, write the corresponding number(s) of the nominee(s) on the line below. 2.a. TO APPROVE AN AMENDMENT TO CERTAIN FUNDS' FUNDAMENTAL INVESTMENT RESTRICTIONS WITH RESPECT TO BORROWING MONEY, PLEDGING ASSETS AND ISSUING SENIOR SECURITIES.
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ]
2.b. TO APPROVE AN AMENDMENT TO CERTAIN FUNDS' FUNDAMENTAL INVESTMENT RESTRICTIONS WITH RESPECT TO MAKING LOANS
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ]
2.c. TO APPROVE AN AMENDMENT TO CERTAIN FUNDS' FUNDAMENTAL INVESTMENT RESTRICTIONS WITH RESPECT TO DIVERSIFICATION OF INVESTMENTS
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ]
2.d. TO APPROVE AN AMENDMENT TO CERTAIN FUNDS' FUNDAMENTAL INVESTMENT RESTRICTIONS WITH RESPECT TO INVESTMENTS IN COMMODITIES
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ]
2.e. TO APPROVE AN AMENDMENT TO CERTAIN FUNDS' FUNDAMENTAL INVESTMENT RESTRICTIONS WITH RESPECT TO INVESTMENTS IN REAL ESTATE
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ]
2.f. TO APPROVE AN AMENDMENT TO CERTAIN FUNDS' FUNDAMENTAL INVESTMENT RESTRICTIONS WITH RESPECT TO UNDERWRITING OF SECURITIES
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ]
2.g. TO APPROVE THE ELIMINATION OF CERTAIN FUNDS' FUNDAMENTAL INVESTMENT RESTRICTIONS WITH RESPECT TO PURCHASING SECURITIES ON MARGIN
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ]
2.h. TO APPROVE THE ELIMINATION OF CERTAIN FUNDS' FUNDAMENTAL INVESTMENT RESTRICTIONS WITH RESPECT TO INVESTING FOR THE PURPOSE OF EXERCISING CONTROL
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ]
2.i. TO APPROVE THE ELIMINATION OF CERTAIN FUNDS' FUNDAMENTAL INVESTMENT RESTRICTIONS WITH RESPECT TO SHORT SALES
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ]
2.j. TO APPROVE AN AMENDMENT TO CERTAIN FUNDS' FUNDAMENTAL INVESTMENT RESTRICTIONS WITH RESPECT TO CONCENTRATING INVESTMENTS IN AN INDUSTRY
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ]
2.k. TO APPROVE THE ELIMINATION OF CERTAIN FUNDS' FUNDAMENTAL INVESTMENT RESTRICTIONS WITH RESPECT TO PURCHASING ILLIQUID SECURITIES
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ]
2.l. TO APPROVE THE ELIMINATION OF CERTAIN FUNDS' FUNDAMENTAL INVESTMENT RESTRICTIONS WITH RESPECT TO INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ]
2.m. TO APPROVE THE ELIMINATION OF CERTAIN FUNDS' FUNDAMENTAL INVESTMENT RESTRICTIONS WITH RESPECT TO BUYING AND SELLING PUTS AND CALLS
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ] Fundname Drop In [ ] [ ] [ ]
ORE_15350 -----END PRIVACY-ENHANCED MESSAGE-----