-----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, JGpJRKSBsIpdWtkHXDOYlgYqFM/pYxb6tmTcgnVAplkV8NnYZdSUROt+zAStTYcb 1YfSoPliKQMEKKmlT5bHhw== 0001193125-08-109672.txt : 20080509 0001193125-08-109672.hdr.sgml : 20080509 20080509153423 ACCESSION NUMBER: 0001193125-08-109672 CONFORMED SUBMISSION TYPE: 497 PUBLIC DOCUMENT COUNT: 12 FILED AS OF DATE: 20080509 DATE AS OF CHANGE: 20080509 EFFECTIVENESS DATE: 20080509 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COLUMBIA FUNDS SERIES TRUST CENTRAL INDEX KEY: 0001097519 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 333-89661 FILM NUMBER: 08818211 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: NATIONS FUNDS TRUST DATE OF NAME CHANGE: 19991022 0001097519 S000022132 Columbia Daily Cash Reserves C000063505 Trust Class 497 1 d497.htm COLUMBIA FUNDS SERIES TRUST Columbia Funds Series Trust
Table of Contents

LOGO

Prospectus

May 5, 2008

Columbia Funds

 

Columbia Daily Cash Reserves Trust Class Shares

Advised by Columbia Management Advisors, LLC

 

NOT FDIC-INSURED   May Lose Value     The Securities and Exchange Commission (SEC) has not approved or disapproved these securities or determined if this Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
NOT BANK ISSUED   No Bank Guarantee    


Table of Contents

 

Fund shares are NOT deposits or other obligations of, or issued, endorsed or guaranteed by, Bank of America, N.A. or any of its affiliates. Fund shares are NOT issued, insured or guaranteed by the U.S. Government, the FDIC or any other government agency.

Bank of America Corporation (Bank of America) and its affiliates are paid for the services they provide to the Fund and may be compensated or incented in connection with the sale of Fund shares. The Fund may be used as an investment option for various products and services offered by Bank of America that may raise economic and other conflicts of interest, which are discussed in this prospectus.

AN INVESTMENT IN THE FUND INVOLVES CERTAIN RISKS, INCLUDING LOSS OF PRINCIPAL.

 

 

2

 


Table of Contents

Prospectus Primer

This prospectus tells you about Columbia Daily Cash Reserves (the Fund), which is one of the Money Market Funds in the Columbia Funds family of mutual funds (Columbia Funds). It is designed to provide you with important information about the Fund in a concise and easy to understand manner that is meant to help you make informed investment decisions.

The prospectus first summarizes the key characteristics of the Fund, including:

 

n  

investment objective,

 

n  

principal investment strategies and risks,

 

n  

year-by-year performance information,

 

n  

fees and expenses, and

 

n  

a description of the Fund’s additional investment strategies and policies.

This summary is followed by other important information, including:

 

n  

a discussion of the Fund’s primary service providers, including the roles and relationships of Bank of America and its affiliates, and conflicts of interest, and

n  

a description of the Fund’s Trust Class shares offered by this prospectus.

Later sections of the prospectus talk about the details of investing in the Fund, including:

 

n  

how to buy, sell and exchange shares of the Fund, and

 

n  

how you will receive your investment proceeds.

The prospectus also includes:

 

n  

information about how federal and certain other taxes may affect your investment,

 

n  

highlights of the Fund’s financial information, and

 

n  

hypothetical fee and expense data that show the costs associated with investing in the Fund.

We have included a number of features designed to facilitate your use of this prospectus, including:

 

n  

“FUNDamentals™” sections that provide simple explanations of key terms and concepts, as well as some basics of mutual fund investing,

 

n  

a “FUNDimensions™” section that is meant to give you a “snapshot” of the Fund’s main attributes, and

 

n  

graphic icons which are defined in the guide below.


 

Icons Guide

LOGO   Investment Objective
LOGO   Principal Investment Strategies
LOGO   Principal Risks
LOGO   Performance Information
LOGO   Fees and Expenses
LOGO  

Other Roles and Relationships of

Bank of America and its Affiliates –

Certain Conflicts of Interest

For More Information

You can contact Columbia Funds:

n  

by mail at Columbia Funds, c/o Columbia Management Services, Inc., P.O. Box 8081, Boston, MA 02266-8081.

n  

by telephone at 800.345.6611.

n  

by email at serviceinquiries@columbiamanagement.com or online at www.columbiafunds.com.

n  

through your financial advisor, who can help you select from among the Columbia Funds to meet your investment needs.

You also can find more information about the Fund in the Statement of Additional Information (SAI), which includes more detailed information about the Fund’s investments, policies and management, among other things. Turn to the back cover to find out how you can get a copy.

The SEC provides a “Beginner’s Guide to Mutual Funds” which may be useful to some investors and is available online, free of charge, at www.sec.gov.


 

3

 


Table of Contents

 

   
Table of Contents    
   
Columbia Daily Cash Reserves   5
   

Investment Objective

  5
   

Principal Investment Strategies

  5
   

Principal Risks

  6
   

Performance Information

  8
   

Fees and Expenses

  9
   

Additional Investment Strategies and Policies

  11
   
Management of the Fund   12
   

Primary Service Providers

  12
   

Other Roles and Relationships of Bank of America and its Affiliates – Certain Conflicts of Interest

  14
   

Certain Legal Matters

  15
   
About Trust Class Shares   17
   

Description of the Share Class

  17
   

Shareholder Administration Fees

  18
   

Financial Intermediary Compensation

  19
   
Buying, Selling and Exchanging Shares   20
   

Share Price Determination

  20
   

Transaction Rules and Policies

  21
   

Opening an Account and Placing Orders

  24
   
Distributions and Taxes   26
   
Financial Highlights   28
   
Hypothetical Fees and Expenses   29

FUNDamentals™ and FUNDimensions™ are trademarks of Bank of America.

 

Columbia Management Group, LLC

The Fund is sponsored by Columbia Management Group, LLC (Columbia Management), which is the primary investment division of Bank of America. Columbia Management is located at 100 Federal Street, Boston, MA 02110.

Columbia Management Advisors, LLC is the Fund’s investment advisor (the Advisor) and its administrator (the Administrator). Columbia Management Distributors, Inc. is the Fund’s distributor (the Distributor). Columbia Management Services, Inc. is the Fund’s transfer agent (the Transfer Agent).

 

 

The Fund, like all mutual funds, is designed to be a part of a broad and diversified investment portfolio and is not intended to fulfill all of your investment needs.

You should consider the objectives, risks and expenses of the Fund and any other Columbia Fund carefully before investing.


 

4

 


Table of Contents

Columbia Daily Cash Reserves

 

FUNDimensions™
Columbia Daily Cash Reserves
Investment Objective:   As high a level of current income as is consistent with liquidity and stability of principal
Investment Style:   Money Market
Ticker Symbol:   Trust Class: UTMXX
Principal Risks:  

Investment strategy risk

Market risk

Money Market Fund risk

Interest rate risk

Changing distribution levels risk

Credit risk

U.S. Government obligations risk

Mortgage-backed securities risk

Repurchase agreements risk

 

FUNDamentals™

Money Market Funds

 

Money market funds invest in short-term debt securities that have relatively low risk, including, in some cases, securities issued or guaranteed by the U.S. Government. Returns on your investment in a money market fund aren’t guaranteed and will vary with short-term interest rates. Over time, returns on money market funds may be lower than the returns on other kinds of mutual funds or investments.

 

Money market funds may be a suitable investment for you if you:

 

n  are looking for a relatively low risk investment with stability of principal,

 

n  have short-term income needs, and

 

n  are comfortable with holding your money outside of a bank deposit that is covered by FDIC insurance.

 

LOGO   Investment Objective

The Fund seeks as high a level of current income as is consistent with liquidity and stability of principal.

LOGO  Principal Investment Strategies

The Fund invests substantially all of its assets in high quality, U.S. dollar-denominated money market instruments, such as bank certificates of deposit, bankers’ acceptances, commercial paper, corporate debt, mortgage-backed securities, obligations issued or guaranteed by the U.S. Government, its agencies and instrumentalities and fully collateralized repurchase agreements. The Fund purchases only first-tier securities. In managing the Fund, the Advisor assesses current and projected market conditions, particularly interest rates. Based on this assessment, the Advisor uses gradual shifts in portfolio maturity to respond to expected changes and selects securities that it believes offer the most attractive risk/return trade off.

The Fund seeks to value its investment portfolio at amortized cost and to maintain a stable net asset value per share of $1.00.

The Fund invests only in money market instruments with a remaining maturity of 13 months or less that the Advisor believes present minimal credit risk. The Fund maintains an average weighted remaining maturity of 90 days or less and broadly diversifies its investments as to maturities, issuers and providers of credit support.


 

5

 


Table of Contents

Columbia Daily Cash Reserves

 

FUNDamentals™

First-Tier Securities

 

First-tier securities are short-term debt securities that are eligible investments for money market funds. A security is considered “first-tier” because it has been given a rating in the highest short-term credit rating category by two, or in some circumstances one, nationally recognized statistical rating organization(s), or, if unrated, is considered to be of comparable quality; is a security issued by a registered investment company that is a money market fund; or is a government security.

 

FUNDamentals™

U.S. Treasury and U.S. Government Obligations

 

U.S. Treasury obligations are backed by the full faith and credit of the U.S. Government. Obligations of certain U.S. Government agencies, authorities, instrumentalities or sponsored enterprises can be supported by either (i) the full faith and credit of the U.S. Government, (ii) the right of the issuer to borrow from the U.S. Treasury, (iii) the discretionary authority of the U.S. Government to purchase certain obligations of the issuer or (iv) only the credit of the issuer.

LOGO   Principal Risks

 

n  

Investment Strategy Risk – The Advisor uses the principal investment strategies and other investment strategies to seek to achieve the Fund’s investment objective. Investment decisions made by the Advisor in using these strategies may not produce the returns expected by the Advisor, may cause the Fund’s shares to lose value or may cause the Fund to underperform other funds with similar investment objectives.

 

n  

Market Risk – Market risk refers to the possibility that the market values of securities that the Fund holds will rise or fall, sometimes rapidly or unpredictably. Security values may fall because of factors affecting individual companies, industries or sectors, or the markets as a whole, reducing the value of an investment in the Fund. Accordingly, an investment in the Fund could lose money over short or even long periods. The market values of the securities the Fund holds also can be affected by changes or perceived changes in U.S. or foreign economies and financial markets and the liquidity of these securities, among other factors. In

 

general, equity securities tend to have greater price volatility than debt securities.

 

n  

Money Market Fund Risk – The Fund is a money market fund, but an investment in the Fund is not a bank deposit, and is not insured or guaranteed by Bank of America, the FDIC or any other government agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund.

 

n  

Interest Rate Risk – Debt securities are subject to interest rate risk. In general, if prevailing interest rates rise, the values of debt securities will tend to fall, and if interest rates fall, the values of debt securities will tend to rise. Changes in the value of a debt security usually will not affect the amount of income the Fund receives from it but will affect the value of the Fund’s shares. Interest rate risk is generally greater for debt securities with longer maturities/durations.

 

n  

Changing Distribution Levels Risk – The amount of the distributions paid by the Fund generally depends on the amount of income and/or dividends received by the Fund on the securities it holds. The Fund may not be able to pay distributions or may have to reduce its distribution level if the income and/or dividends the Fund receives from its investments decline.

 

n  

Credit Risk – Credit risk applies to most debt securities, but is generally not a factor for obligations backed by the “full faith and credit” of the U.S. Government. The Fund could lose money if the issuer of a debt security is unable or perceived to be unable to pay interest or repay principal when it becomes due. Various factors could affect the issuer’s actual or perceived willingness or ability to make timely interest or principal payments, including changes in the issuer’s financial condition or in general economic conditions. Debt securities backed by an issuer’s taxing authority may be subject to legal limits on the issuer’s power to increase taxes or otherwise to raise revenue, or may be dependent on legislative appropriation or government aid. Certain debt securities are backed only by revenues derived from a particular project or source, rather than by an issuer’s taxing authority, and thus may have a greater risk of default.

 

n  

U.S. Government Obligations Risk – U.S. Treasury obligations are backed by the “full faith and credit” of the U.S. Government and generally have negligible credit risk. Securities issued or guaranteed by federal agencies or authorities and U.S. Government-sponsored

 


6

 


Table of Contents

Columbia Daily Cash Reserves

 

 

instrumentalities or enterprises may or may not be backed by the full faith and credit of the U.S. Government. For example, securities issued by the Federal Home Loan Mortgage Corporation, the Federal National Mortgage Association and the Federal Home Loan Banks are neither insured nor guaranteed by the U.S. Government. These securities may be supported by the ability to borrow from the U.S. Treasury or by the credit of the issuing agency, authority, instrumentality or enterprise and, as a result, are subject to greater credit risk than securities issued or guaranteed by the U.S. Treasury.

 

n  

Mortgage-Backed Securities Risk – The value of the Fund’s mortgage-backed securities may be affected by, among other things, changes in: interest rates, factors concerning the interests in and structure of the issuer or the originator of the mortgages, the creditworthiness of the entities that provide any supporting letters of credit, surety bonds or other credit enhancements, or the market’s assessment of the quality of underlying assets. Mortgage-backed securities represent interests in, or are backed by, pools of mortgages from which payments of interest and principal (net of fees paid to the issuer or guarantor of the securities) are distributed to the holders of the mortgage-backed securities. Mortgage-backed securities can have a fixed or an adjustable rate. Payment of principal and interest on some mortgage-backed securities (but not the market value of the securities themselves) may be guaranteed (i) by the full faith and credit of the U.S. Government (in the case of securities guaranteed by the Government National Mortgage Association) or (ii) by its agencies, authorities, enterprises or instrumentalities (in the case of securities guaranteed by the Federal National Mortgage Association or the Federal Home Loan Mortgage Corporation), which are not insured or guaranteed by the U.S. Government. Mortgage-backed securities issued by non-governmental issuers (such as commercial banks, savings and loan institutions, private mortgage insurance companies, mortgage bankers and other secondary market issuers) may be supported by various credit enhancements, such as pool insurance, guarantees issued by governmental entities, letters of credit from a bank or senior/subordinated structures, and may entail greater risk than obligations guaranteed by the U.S. Government, whether or not such obligations are guaranteed by the private issuer. Mortgage-backed securities are subject to prepayment risk, which is the possibility that the underlying mortgage may be refinanced or prepaid prior to

 

maturity during periods of declining or low interest rates, causing the Fund to have to reinvest the money received in securities that have lower yields. In addition, the impact of prepayments on the value of mortgage-backed securities may be difficult to predict and may result in greater volatility. Rising or high interest rates tend to extend the duration of mortgage-backed securities, making them more volatile and more sensitive to changes in interest rates.

 

n  

Repurchase Agreements Risk – Repurchase agreements are agreements in which the seller of a security to the Fund agrees to repurchase that security from the Fund at a mutually agreed upon price and time. Repurchase agreements carry the risk that the counterparty may not fulfill its obligations under the agreement. This could cause the Fund’s income and the value of your investment in the Fund to decline.

These are summaries of the principal risks associated with the principal investment strategies of the Fund. Additional risks are associated with other permissible investments of the Fund that are described in the SAI together with further information about these principal risks. There is no assurance that the Fund will achieve its investment objective.


 

7

 


Table of Contents

Columbia Daily Cash Reserves

 

LOGO   Performance Information

The following bar chart and table show you how the Fund has performed in the past, and can help you understand the risks of investing in the Fund. The Fund’s past performance (before or after taxes) is no guarantee of how the Fund will perform in the future.

 

Year by Year Total Return (%) as of December 31 Each Year*

The bar chart below shows you how the performance of the Fund’s Trust Class shares(a) has varied from year to year. These returns do not reflect deductions of sales charges, if any, paid by investors and would be lower if they did. For the Fund’s current 7-day yield, call Columbia Funds at 800.345.6611 or contact your financial advisor.

LOGO

 

* Year-to-date return as of March 31, 2008: 0.79%

 

(a)

The Fund commenced operations on May 5, 2008. The calendar year returns shown for all periods are the returns of Shares Class shares of Money Fund, the predecessor to the Fund and a series of Excelsior Funds, Inc. The returns shown have not been adjusted to reflect differences in expenses. If differences in expenses were reflected, the returns shown for all periods would be higher.

 

Best and Worst Quarterly Returns During this Period

Best:   4th quarter 2000:   1.55%
Worst:   2nd quarter 2004:   0.15%

 

FUNDamentals™

Fund Performance

 

Many factors can affect a mutual fund’s performance, including, for example:

 

n  management of fund holdings,

 

n  market conditions,

 

n  fund expenses, and

 

n  flows of investment dollars into and out of the fund.

 

The returns for the various share classes may vary based on differences in sales charges and expenses.


 

8

 


Table of Contents

Columbia Daily Cash Reserves

 

Average Annual Total Return as of December 31, 2007

       1 year(a)      5 years(a)      10 years(a)
Trust Class shares      4.79%      2.76%      3.49%

 

(a)

The Fund commenced operations on May 5, 2008. The calendar year returns shown for all periods are the returns of Shares Class shares of Money Fund, the predecessor to the Fund and a series of Excelsior Funds, Inc. The returns shown have not been adjusted to reflect differences in expenses. If differences in expenses were reflected, the returns shown for all periods would be higher.

LOGO   Fees and Expenses

The fee table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund. Additional hypothetical fee and expense information relating to Trust Class shares of the Fund can be found in Hypothetical Fees and Expenses.

 

FUNDamentals™

Fund Expenses

 

In general, there are two kinds of fund expenses:

 

n  shareholder expenses that you pay directly (e.g., sales charges and redemption fees), and

 

n  annual operating expenses that are paid by the Fund and deducted from the Fund’s assets.

 

Annual operating expenses include:

 

n  management fees, which are paid out of the Fund’s assets to the Advisor and the Administrator as compensation for managing and administering the Fund’s portfolio. See Management of the Fund – Primary Service Providers for more information.

 

n  distribution and service fees, which are paid out of the Fund’s assets to compensate the Distributor and selling and/or servicing agents for the services they

  

provide to investors in certain of the Fund’s share classes, including affiliates of Bank of America.

 

n  other expenses, which generally include, but are not limited to, transfer agency, custody, audit and legal fees as well as costs related to registration of Fund shares for sale and the printing and mailing of Fund documents. The specific expenses that make up the Fund’s other expenses will vary from time to time and may include expenses not described above.

 

Total net annual operating expenses for any year are actual expenses paid by the Fund after any fee waivers or expense reimbursements, and are expressed as a percentage of the Fund’s average net assets for the year.

 

The Fund may incur significant transaction costs in addition to the annual Fund operating expenses disclosed in the fee table.

 

9

 


Table of Contents

Columbia Daily Cash Reserves

 

Shareholder Fees (paid directly from your investment)

     Trust Class Shares
Maximum sales charge (load) imposed on purchases, as a % of offering price    N/A
Maximum deferred sales charge (load) imposed on redemptions, as a % of the lower of the original purchase price or net asset value    N/A

 

Annual Fund Operating Expenses (deducted from the Fund’s assets)

     Trust Class Shares
Management fees(a)(b)    0.40%

Shareholder administration fees

   0.10%
Other expenses(c)    0.02%
Acquired Fund Fees and Expenses(d)    0.00%
Total annual Fund Operating Expenses(b)(e)    0.52%

 

(a)

The Fund pays an investment advisory fee of 0.25% and an administration fee of 0.15% of the Fund’s average daily net assets.

 

(b)

The Administrator has voluntarily agreed to waive administration fees at the annual rate of 0.05% of the average daily net assets. The Administrator, at its discretion, may revise or discontinue this arrangement at any time. If this waiver was reflected in the table, “Management Fees” would be 0.35% and “Total Annual Fund Operating Expenses” would be 0.47%.

 

(c)

“Other expenses” for the Fund are based on amounts incurred by the Fund’s predecessor for the most recent fiscal year ended March 31, 2008, but have been revised to reflect new contractual arrangements of the Fund.

 

(d)

Amounts less than 0.01% are shown as dashes (-) in the above table but are included in “Other Expenses.”

 

(e)

The Advisor has contractually agreed to waive fees and/or reimburse expenses (exclusive of distribution, shareholder servicing and/or shareholder administration fees, brokerage commissions, interest, taxes and extraordinary expenses, but inclusive of custodial charges relating to overdrafts, if any), after giving effect to any balance credits from the Fund’s custodian, so that the Fund’s ordinary operating expenses do not exceed 0.20% of average daily net assets through February 28, 2009. The Fund’s investment adviser is entitled to recover from the Fund any fees waived or expenses reimbursed for a three year period following the date of such waiver or reimbursement under this arrangement if such recovery does not cause the Fund’s expenses to exceed the expense limitation in effect at the time of recovery. Effective March 1, 2009, the annual expense limitation of 0.20% of average daily net assets will convert to a voluntary waiver. If this waiver was reflected in the table, Total Annual Fund Operating Expenses would be 0.30%. This voluntary waiver may be modified or terminated by the Advisor at any time.

 

Example

The following example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.

The example illustrates the hypothetical expenses that you would incur over the time periods indicated, and assumes that:

 

  n  

you invest $10,000 in Trust Class shares of the Fund,

 

  n  

you redeem all of your shares at the end of those periods,

 

  n  

you reinvest all dividends and distributions in the Fund,

 

  n  

your investment has a 5% return each year, and

 

  n  

the Fund’s total annual operating expenses remain the same as shown in the table above.

Based on the assumptions listed above, your costs would be:

 

     1 year    3 years    5 years    10 years
Trust Class Shares    $ 53    $ 167    $ 291    $ 653

Remember this is an example only. It is not necessarily representative of the Fund’s actual expenses in the past or future. Your actual costs could be higher or lower depending on the amount you invest and on the Fund’s actual expenses and performance.

 

10

 


Table of Contents

Columbia Daily Cash Reserves

 

Additional Investment Strategies and Policies

This section describes certain strategies and policies that the Fund may utilize in pursuit of its investment objective, and describes some additional factors and risks involved with investing in the Fund.

Special Rules for Money Market Funds

Money market funds must comply with Rule 2a-7 under the Investment Company Act of 1940 (1940 Act). Rule 2a-7 sets out certain limits on investments, which are designed to help protect investors from risk of loss. These limits apply at the time an investment is made. The Columbia Money Market Funds, like all money market funds:

 

n  

generally may only invest in securities with a remaining maturity of 397 days or less, or that have maturities longer than 397 days but have demand and interest rate reset features that reduce their maturity to 397 days or less; and

 

n  

must maintain an average dollar-weighted maturity of 90 days or less.

Also, the Columbia Money Market Funds (except for the single state money market funds) may normally invest no more than 5% of their total assets in securities of the same issuer, other than U.S. government securities; however, they may invest up to 25% of their total assets in first-tier securities of a single issuer for up to three business days.

Changing the Fund’s Investment Objective and Policies

The Fund’s investment objective and certain of its investment policies can be changed without shareholder approval unless otherwise stated in this prospectus or the SAI. Shareholders vote on changes to other investment policies that are designated as fundamental in accordance with the requirements of the 1940 Act.

 

Lending Securities

The Fund may lend portfolio securities to approved broker/dealers or other financial intermediaries on a fully collateralized basis in order to earn additional income. The Fund may lose money from securities lending if it is delayed or prevented from selling the collateral after the loan is made or in recovering the securities loaned.

Portfolio Holdings Disclosure

A description of the Columbia Funds’ policies and procedures with respect to the disclosure of Fund portfolio securities is available in the SAI. The Fund’s complete portfolio holdings as of a month-end are disclosed approximately five business days after such month-end on the Columbia Funds website,

www.columbiafunds.com. Once posted, the portfolio holdings information will remain available on the website until at least the date on which the Fund files a Form N-CSR or Form N-Q for the period that includes the date as of which the information is current.

In addition, more current information concerning the Fund’s portfolio holdings as of specified dates may also be disclosed on the Columbia Funds’ website.

Investing Defensively

The Fund may from time to time take temporary defensive investment positions that are inconsistent with the Fund’s principal investment strategies in attempting to respond to adverse market, economic, political or other conditions. The Fund may not achieve its investment objective while it is investing defensively.

Mailings to Households

In order to reduce shareholder expenses we may, if prior consent has been provided, mail only one copy of the Fund’s prospectus and each annual and semi-annual report to those addresses shared by two or more accounts. If you wish to receive individual copies of these documents, call 800.345.6611 or, if your shares are held through a financial intermediary, contact your intermediary directly.


 

11

 


Table of Contents

Management of the Fund

 

Primary Service Providers

The Advisor, Distributor and Transfer Agent, all affiliates of Bank of America, currently provide key services to the Fund and the other Columbia Funds, including investment advisory, distribution, administration, shareholder servicing and transfer agency, and are paid for providing these services. These service relationships are described below.

The Advisor

The Advisor (which is also the Administrator) is located at 100 Federal Street, Boston, MA 02110, and serves as investment advisor to over 100 Columbia Funds mutual fund portfolios. As of March 31, 2008, the Advisor had assets under management of approximately $371.7 billion. The Advisor is a registered investment advisor and an indirect, wholly owned subsidiary of Bank of America. Its management experience covers all major asset classes, including equity securities, fixed income securities and money market instruments. In addition to serving as investment advisor to mutual funds, the Advisor acts as an investment manager for individuals, corporations, retirement plans, private investment companies and financial intermediaries.

Subject to oversight by the Board, the Advisor manages the day-to-day operations of the Fund, determining what securities and other investments the Fund should buy or sell and executing the Fund’s portfolio transactions. Although the Advisor is responsible for the investment management of the Fund, the Advisor may delegate certain of its duties to one or more investment sub-advisors. The Advisor may also use the research and other expertise of its affiliates and third parties in managing the Fund’s investments.

The Fund pays the Advisor a fee for its investment advisory services. The fee is calculated as a percentage of the average daily net assets of the Fund and is paid monthly. For the most recent fiscal year, aggregate advisory fees paid to UST Advisers, Inc., the predecessor fund’s adviser, amounted to 0.25% of average daily net assets of the predecessor fund.

A discussion regarding the basis for the Board’s approval of the Fund’s investment advisory agreement with the Advisor will be available in the Fund’s annual report to shareholders for the fiscal year ended March 31, 2008.

 

Sub-Advisor(s)

The Advisor may engage an investment sub-advisor or sub-advisors to make the day-to-day investment decisions for the Fund. The Advisor retains ultimate responsibility (subject to Board oversight) for overseeing any sub-advisor it engages and for evaluating the Fund’s needs and available sub-advisors’ skills and abilities on an ongoing basis. Based on its evaluations, the Advisor may at times recommend to the Board that the Fund change, add or terminate one or more sub-advisors; continue to retain a sub-advisor even though the sub-advisor’s ownership or corporate structure has changed; or materially change a sub-advisory agreement with a sub-advisor. Applicable law requires the Fund to obtain shareholder approval in order to act on most of these types of recommendations, even if the Board has approved the proposed action and believes that the action is in shareholders’ best interests. The Advisor and the Columbia Funds have applied for relief from the SEC to permit the Fund to act on many of the Advisor’s recommendations with approval only by the Board and not by Fund shareholders. The Advisor or the Fund would inform the Fund’s shareholders of any actions taken in reliance on this relief. Until the Advisor and the Fund obtain this relief, the Fund will continue to submit these matters to shareholders for their approval to the extent required by applicable law.

At present, the Advisor has not engaged any investment sub-advisor for the Fund.


 

12

 


Table of Contents

Management of the Fund

 

The Administrator

The Administrator is responsible for overseeing the administrative operations of the Fund, including the general supervision of the Fund’s operations, coordination of the Fund’s service providers, and the provision of office facilities and related clerical and administrative services.

The Fund pays the Administrator a fee for its services, plus certain out-of-pocket expenses. The fee is calculated as an annual percentage of the Fund’s average daily net assets and is paid monthly. The fee payable to the Administrator is described in the Fund’s table of Annual Fund Operating Expenses in a footnote to the caption “Management fees.”

The Distributor

Shares of the Fund are distributed by the Distributor, which is located at One Financial Center, Boston, MA 02111. The Distributor is a registered broker/dealer and an indirect, wholly owned subsidiary of Bank of America. The Distributor and its affiliates may pay commissions, distribution and service fees and/or other compensation to entities for selling shares and providing services to investors.

The Transfer Agent

The Transfer Agent is a registered transfer agent and an indirect, wholly owned subsidiary of Bank of America. The Transfer Agent is located at One Financial Center, Boston, MA 02111, and its responsibilities include processing purchases, sales and exchanges, calculating and paying distributions, keeping shareholder records, preparing account statements and providing customer service. The Fund pays the Transfer Agent monthly fees on a per-account basis. Fees paid to the Transfer Agent include reimbursements for certain out-of-pocket expenses and sub-transfer agency fees, subject to certain limitations, paid by the Transfer Agent on the Fund’s behalf.


 

13

 


Table of Contents

Management of the Fund

 

LOGO   Other Roles and Relationships of Bank of America and its Affiliates – Certain Conflicts of Interest

As described in Management of the Fund – Primary Service Providers, the Advisor, Administrator, Distributor and Transfer Agent, all affiliates of Bank of America, provide various services to the Fund for which they are compensated. Bank of America and its affiliates also may provide other services to the Fund and be compensated for them.

The Advisor and its affiliates may provide investment advisory and other services to other clients and customers substantially similar to those provided to the Fund. These activities, and other financial services activities of Bank of America and its affiliates, may present actual and potential conflicts of interest and introduce certain investment constraints.

Bank of America is a major financial services company, engaged in a broad range of financial activities beyond the mutual fund-related activities of the Advisor, including, among others, commercial banking, investment banking, broker/dealer (sales and trading), asset management, insurance and other financial activities. These additional activities may involve multiple advisory, transactional, lending, financial and other interests in securities and other instruments, and in companies that issue securities and other instruments, which may be bought, sold or held by the Fund.

Conflicts of interest and limitations that could affect the Fund may arise from, for example, the following:

 

n  

compensation and other benefits received by the Advisor and other Bank of America affiliates related to the management/administration of the Fund and the sale of its shares;

 

n  

the allocation of, and competition for, investment opportunities among the Fund and other funds and accounts advised/managed by the Advisor and other Bank of America affiliates;

 

n  

separate and potentially divergent management of the Fund and other funds and accounts advised/managed by the Advisor and other Bank of America affiliates;

 

n  

regulatory and other investment restrictions on investment activities of the Advisor and other Bank of America affiliates and accounts advised/managed by them;

n  

lending, investment banking and other relationships of Bank of America affiliates with companies and other entities in which the Fund invests; and

 

n  

regulatory and other restrictions relating to the sharing of information between Bank of America and its affiliates, including the Advisor, and the Fund.

Bank of America and its affiliates also provide a variety of products and services that, in some manner, may use the Fund and other Columbia Funds as investment options. For example:

 

n  

the Columbia Funds are available as investments in connection with brokerage and other securities products offered by Banc of America Investment Services, Inc., an affiliated retail broker/dealer of Bank of America;

 

n  

the Columbia Funds are used as investments in connection with fiduciary, investment management and other accounts offered by U.S. Trust, Bank of America Private Wealth Management, as well as certain Columbia Funds structured as “funds of funds;” and

 

n  

the Columbia Money Market Funds are offered as an investment option for a variety of cash “sweep” account programs offered by Bank of America and its affiliates.

The use of the Columbia Funds as investment options in connection with other products and services offered by Bank of America and its affiliates may introduce economic and other conflicts of interest of which you should be aware. These conflicts of interest are highlighted in sections of account documentation and other disclosure materials relating to these products and services, as well as in the SAI.

The Advisor and Bank of America have adopted various policies and procedures that are intended to identify, monitor and address conflicts of interest. However, there is no absolute assurance that these policies, procedures and disclosures will be effective.

Additional information about Bank of America and the types of conflicts of interest and other matters referenced above is set forth in the Investment Advisory and Other Services – Other Roles and Relationships of Bank of America and Affiliates, Certain Conflicts of Interest section of the SAI, which is identified by the LOGO icon. Investors in the Fund should carefully review these disclosures and consult with their financial advisor if they have any questions.


 

14

 


Table of Contents

Management of the Fund

 

Certain Legal Matters

On February 9, 2005, Banc of America Capital Management, LLC (“BACAP,” now known as Columbia Management Advisors, LLC) and BACAP Distributors, LLC (“BACAP Distributors,” now known as Columbia Management Distributors, Inc.) entered into an Assurance of Discontinuance with the New York Attorney General (the “NYAG Settlement”) and consented to the entry of a cease-and-desist order by the U.S. Securities and Exchange Commission (the “SEC”) (the “SEC Order”) on matters relating to mutual fund trading. A copy of the NYAG Settlement is available as part of the Bank of America Corporation Form 8-K filing on February 10, 2005 and a copy of the SEC Order is available on the SEC’s website.

Under the terms of the SEC Order, BACAP, BACAP Distributors, and their affiliate, Banc of America Securities, LLC (“BAS”) agreed, among other things, (1) to pay $250 million in disgorgement and $125 million in civil money penalties; (2) to cease and desist from violations of the antifraud provisions and certain other provisions of the federal securities laws; (3) to undertake various remedial measures to ensure compliance with the federal securities laws related to certain mutual fund trading practices; and (4) to retain an independent consultant to review their applicable supervisory, compliance, control and other policies and procedures. The NYAG Settlement also requires, among other things, BACAP and BACAP Distributors, along with Columbia Management Advisors, Inc. (now merged into Columbia Management Advisors, LLC) and Columbia Funds Distributors, Inc. (now merged into Columbia Management Distributors, Inc.), the investment advisor to and distributor of the funds then known as the Columbia Funds, respectively, to reduce the management fees of Columbia Funds, including the Nations Funds that are now known as Columbia Funds, and other mutual funds, collectively by $32 million per year for five years, for a projected total of $160 million in management fee reductions. Consistent with the terms of the settlements, the Boards of the Nations Funds now known as Columbia Funds have an independent Chairman, are comprised of at least 75% independent trustees and have engaged an independent consultant with a wide range of compliance and oversight responsibilities.

Pursuant to the procedures set forth in the SEC Order, the $375 million in settlement amounts described above, of which

approximately $90 million has been earmarked for seventeen of the Nations Funds that are now known as Columbia Funds and their shareholders, will be distributed in accordance with a distribution plan developed by an independent distribution consultant and approved by the SEC on December 27, 2007.

Civil Litigation

In connection with the events that resulted in the NYAG Settlement and SEC Order, various parties filed suits against Bank of America Corporation and certain of its affiliates, including BACAP and BACAP Distributors (collectively “BAC”), Nations Funds Trust (now known as Columbia Funds Series Trust) and its Board of Trustees. On February 20, 2004, the Judicial Panel on Multidistrict Litigation transferred these cases and cases against other mutual fund companies based on similar allegations to the United States District Court in Maryland for consolidated or coordinated pretrial proceedings (the “MDL”). Subsequently, additional related cases were transferred to the MDL. On September 29, 2004, the plaintiffs in the MDL filed amended and consolidated complaints. One of these amended complaints is a putative class action that includes claims under the federal securities laws and state common law, and that names Nations Funds Trust, the Trustees, BAC and others as defendants. Another of the amended complaints is a derivative action purportedly on behalf of the Nations Funds Trust against BAC and others that asserts claims under federal securities laws and state common law. Nations Funds Trust is a nominal defendant in this action.

On February 25, 2005, BAC and other defendants filed motions to dismiss the claims in the pending cases.

On December 15, 2005, BAC and others entered into a Stipulation of Settlement of the direct and derivative claims brought on behalf of the Nations Funds shareholders. The settlement is subject to court approval. If the settlement is approved, BAC would pay settlement administration costs and fees to plaintiffs’ counsel as approved by the court. The stipulation has not yet been presented to the court for approval.

Separately, a putative class action – Mehta v AIG SunAmerica Life Assurance Company – involving the pricing of mutual funds was filed in Illinois State Court, subsequently removed to federal court and then transferred to the United States District Court for the District of Maryland for coordinated or


 

15

 


Table of Contents

Management of the Fund

 

consolidated handling in the MDL. AIG SunAmerica Life Assurance Company has made demand upon Nations Separate Account Trust (as successor to Nations Annuity Trust and now known as Columbia Funds Variable Insurance Trust I) and BACAP (as successor to Banc of America Advisors, Inc. and now known as Columbia Management Advisors, LLC) for indemnification pursuant to the terms of a Fund Participation Agreement. On June 1, 2006, the court granted a motion to dismiss this case because it was preempted by the Securities Litigation Uniform Standards Act. That dismissal has been appealed to the United States Court of Appeals for the Fourth Circuit.

Separately, a putative class action (Reinke v. Bank of America, N.A., et al.) was filed against Nations Funds Trust (now known as Columbia Funds Series Trust) and others on December 16, 2004, in the United States District Court for the Eastern District of Missouri relating to the conversion of common trust funds and the investment of assets held in fiduciary accounts in the Funds. The Court granted Nations Funds Trust’s motion to dismiss this action on December 16,

2005. No appeal was filed. On December 28, 2005, the same plaintiff’s attorneys filed another putative class action asserting the same claims (Siepel v. Bank of America, N.A., et al.) against Columbia Funds Series Trust (as successor to Nations Funds Trust) and others in the United States District Court for the Eastern District of Missouri. The Court granted Columbia Funds Series Trust’s motion to dismiss this action on December 27, 2006. The plaintiffs have appealed the decision dismissing this action to the United States Court of Appeals for the Eighth Circuit. That appeal is pending. On February 22, 2006, another putative class action asserting the same claims (Luleff v. Bank of America, N.A. et al.) was filed in the United States District Court for the Southern District of New York against Columbia Funds Series Trust, William Carmichael and others. The plaintiffs voluntarily dismissed this case against Columbia Funds Series Trust and William Carmichael on October 25, 2006. Bank of America, N.A. and Bank of America Corporation are still defendants in the case, pending a ruling on their motion to dismiss.


 

16

 


Table of Contents

About Trust Class Shares

 

Description of the Share Class

 

Share Class Features

The Fund offers one class of shares in this prospectus: Trust Class shares. The Fund may also offer other classes of shares through a separate prospectus. Each share class has its own investment eligibility criteria, cost structure and other features. The following summarizes the primary features of the Trust Class shares offered by this prospectus. Contact your financial advisor or Columbia Funds for more information about the Fund’s share classes and how to choose among them.

 

      Trust Class Shares
Eligible Investors and
Minimum Initial Investments
(a) 
  

Trust Class shares are available to certain financial institutions and intermediaries (for their own accounts, and for certain client accounts for which they act as fiduciary, agent or custodian), including Bank of America and its affiliates; certain other financial institutions and intermediaries, including financial planners and investment advisors; institutional investors; charitable foundations; endowments; and other Columbia Funds in the Columbia Funds Family.

 

The minimum initial investment amount for Trust Class shares is $250,000.

Investment Limits    none
Front-End Sales Charges    none
Contingent Deferred Sales Charges (CDSCs)    none
Shareholder Administration Fees    0.10%

 

(a)

See Buying, Selling and Exchanging Shares – Opening an Account and Placing Orders for more details on the eligible investors and investment minimums of this share class.

 

FUNDamentals™

Selling and/or Servicing Agents

 

The terms “selling agent” and “servicing agent” refer to the financial intermediary that employs your financial advisor. Selling and/or servicing agents include, for

   example, brokerage firms, banks, investment advisors, third party administrators and other financial intermediaries, including affiliates of Bank of America, such as Banc of America Investment Services, Inc.

 

17

 


Table of Contents

About Trust Class Shares

 

Shareholder Administration Fees

Pursuant to the shareholder administration plan for Trust Class shares adopted by the Board, the Fund pays the Advisor, the Distributor and/or eligible selling and/or servicing agents a shareholder administration fee in addition to the fees it pays the Administrator for overseeing the administrative operations of the Fund. These fees are calculated monthly and are intended to compensate the Advisor, the Distributor and/or eligible selling and/or servicing agents for the shareholder administration services they provide. Because the fees are paid out of the Fund’s assets on an ongoing basis, they will increase the cost of your investment over time.

The table below shows the maximum annual shareholder administration fee (as an annual % of average daily net assets) applicable to the Fund’s Trust Class shares:

 

Shareholder Administration Fee

Trust Class      0.10%

The Fund will pay these fees to the Advisor, the Distributor and/or to eligible selling and/or servicing agents for as long as the shareholder administration plan for Trust Class shares continues. Columbia Funds may reduce or discontinue payments at any time.


 

18

 


Table of Contents

About Trust Class Shares

 

Financial Intermediary Compensation

The Distributor and the Advisor may make payments, from their own resources, to certain financial intermediaries, including other Bank of America affiliates, for marketing/sales support services relating to the Columbia Funds. These payments are generally based upon one or more of the following factors: average net assets of the Columbia Funds sold by the Distributor attributable to that intermediary, gross sales of the Columbia Funds distributed by the Distributor attributable to that intermediary, reimbursement of ticket charges (fees that an intermediary firm charges its representatives for effecting transactions in Fund shares) or a negotiated lump sum payment. While the financial arrangements may vary for each intermediary, the support payments to any one intermediary are generally between 0.05% and 0.35% (and 0.03% and 0.12% with regard to the Columbia Money Market Funds) on an annual basis for payments based on average net assets of each Fund attributable to the intermediary, and between 0.10% and 0.25% on an annual basis for firms receiving a payment based on gross sales of the Columbia Funds (other than the Columbia Money Market Funds) attributable to the intermediary.

The Distributor and the Advisor may make payments in larger amounts or on a basis other than those described above when dealing with other affiliates of Bank of America. Such increased payments to the other Bank of America affiliate may enable the other Bank of America affiliate to offset credits that it may provide to customers in order to avoid having such customers pay fees to multiple Bank of America entities in connection with the customers’ investments in the Fund.

The Distributor and the Advisor may also make payments to financial intermediaries, including other Bank of America affiliates, that provide shareholder services to retirement plans and other investment programs to compensate those intermediaries for services they provide to such programs, including, but not limited to, sub-accounting, sub-transfer agency, similar shareholder or participant recordkeeping, shareholder or participant reporting, or shareholder or participant transaction processing.

These payments for shareholder servicing support vary by financial intermediary but generally are not expected, with

certain limited exceptions, to exceed 0.35% of the average aggregate value of each Fund’s shares in any intermediary’s program on an annual basis for those classes of shares that pay a service fee pursuant to a plan under Rule 12b-1 under the 1940 Act, and 0.45% of the average aggregate value of each Fund’s shares in any intermediary’s program on an annual basis for those classes of shares that do not pay a service fee pursuant to a plan under Rule 12b-1 under the 1940 Act.

The Board has authorized the Fund to reimburse the Transfer Agent for amounts paid to financial intermediaries that maintain assets in omnibus accounts, subject to an annual cap of 0.15% of the average aggregate value of each Fund’s shares maintained in such accounts. The amounts in excess of that reimbursed by the Fund are borne by the Distributor or the Advisor. The Distributor and the Advisor may make other payments or allow promotional incentives to broker/dealers to the extent permitted by SEC and Financial Industry Regulatory Authority (FINRA) rules and by other applicable laws and regulations.

Amounts paid by the Distributor and the Advisor are paid out of the Distributor’s and the Advisor’s own resources and do not increase the amount paid by you or the Fund. You can find further details about the payments made by the Distributor and the Advisor and the services provided by financial intermediaries as well as a list of the intermediaries to which the Distributor and the Advisor have agreed to make marketing support payments in the SAI. Your financial intermediary may charge you fees and commissions in addition to those described in this prospectus. You should consult with your financial intermediary and review carefully any disclosure your financial intermediary provides regarding its services and compensation. Depending on the financial arrangement in place at any particular time, a financial intermediary and its financial consultants may have a financial incentive for recommending the Fund or a particular share class over others. See Management of the Fund – Other Roles and Relationships of Bank of America and its Affiliates – Certain Conflicts of Interest for more information.


 

19

 


Table of Contents

Buying, Selling and Exchanging Shares

 

Share Price Determination

The price you pay or receive when you buy, sell or exchange shares is the Fund’s next determined net asset value (or NAV) per share for a given share class. Columbia Funds calculates the net asset value per share for Trust Class shares of the Fund once each business day at the close of normal trading on the New York Stock Exchange (normally, 4:00 p.m. Eastern Time).

 

 

FUNDamentals™
NAV Calculation
The Fund’s share class calculates its NAV as follows:
      (Value of assets of the share class)
NAV   =  

– (Liabilities of the share class)

        Number of outstanding shares of the class

The value of the Fund’s shares is based on the total market value of all of the securities and other assets that it holds as of a specified time. The prices reported on stock exchanges and other securities markets around the world are usually used to value securities in the Fund. Columbia Funds uses the amortized cost method, which approximates market value, to value the assets of the Fund.


 

20

 


Table of Contents

Buying, Selling and Exchanging Shares

 

Transaction Rules and Policies

You should ask your selling and/or servicing agent about its rules, fees and policies for buying, selling and exchanging shares, which may be different from those described here, and about its related programs or services.

Also remember that the Fund may refuse any order to buy or exchange shares. If this happens, we’ll return any money we’ve received, but no interest will be paid on that money.

Order Processing

Orders to buy, sell or exchange shares are processed on business days. Orders can be delivered by mail, by telephone or online. Orders received in “good form” by the Transfer Agent or your selling and/or servicing agent by the following times on a business day (unless the Fund closes early) will be processed as follows:

 

n  

If your order for the Fund is received by 3:00 p.m. Eastern time, you will receive the net asset value per share next determined after your order is received (and in the case of purchases you’ll receive that day’s dividends).

 

FUNDamentals™

Business Days

 

A business day is any day that the Federal Reserve Bank of New York and the New York Stock Exchange (NYSE) are open. In addition, the Columbia Money Market Funds may elect to open on days when the Federal Reserve Bank of New York is open and the NYSE is closed. The Columbia Money Market Funds reserve the right to close early on business days preceding or following national holidays, if the primary government securities dealers have closed early and/or if the Bond Market Association recommends that the securities markets close early.

 

In addition to weekends, the Federal Reserve Bank of New York and the NYSE are closed on the following national holidays: New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. The Federal Reserve Bank of New York is also closed on Columbus Day and Veterans Day, whereas the NYSE is open. The New York Stock Exchange is also closed on Good Friday, whereas the Federal Reserve Bank of New York is open.

Although Columbia Funds tries to maintain a net asset value per share of $1.00 for the Fund, we can’t guarantee that we will be able to do so.

“Good Form”

An order is in “good form” if the Transfer Agent or your selling and/or servicing agent has all of the information and documentation it deems necessary to effect your order. For example, when you sell shares by letter of instruction, “good form” means that your letter has (i) complete instructions and the signatures of all account owners, (ii) a Medallion signature guarantee for amounts equal to or greater than $100,000 and (iii) any other required documents completed and attached. For the documents required for sales by corporations, agents, fiduciaries, surviving joint owners and other legal entities call 800.345.6611 (individual investors) or 800.353.0828 (institutional investors).


 

21

 


Table of Contents

Buying, Selling and Exchanging Shares

 

Medallion Signature Guarantees

Qualified customers can obtain a Medallion signature guarantee from any financial institution – including commercial banks such as Bank of America, credit unions and broker/dealers – that participates in one of the three Medallion signature guarantee programs recognized by the SEC. These Medallion signature guarantee programs are the Securities Transfer Agents Medallion Program (STAMP), the Stock Exchanges Medallion Program (SEMP) and the New York Stock Exchange Medallion Signature Program (MSP).

Written Transactions

Once you have an account, you can communicate written buy, sell and exchange requests to the Transfer Agent at the following address: Columbia Funds, c/o Columbia Management Services, Inc., P.O. Box 8081, Boston, MA 02266-8081.

Telephone Transactions

Once you have an account, you can place orders to buy, sell or exchange by telephone depending on how you complete the telephone authorization section of your account application. To place orders by telephone, call 800.422.3737. Have your account number and taxpayer identification number (TIN) available when calling.

You can sell up to an aggregate of $100,000 of shares via the telephone in any 30-day period if you qualify for telephone orders.

Telephone orders may not be as secure as written orders. Columbia Funds will take reasonable steps to confirm that telephone instructions are genuine. For example, we require proof of your identification before we will act on instructions received by telephone and may record telephone conversations. However, the Fund and its agents will not be responsible for any losses, costs or expenses resulting from an unauthorized telephone instruction when reasonable steps have been taken to confirm that telephone instructions are genuine. Telephone orders may be difficult to complete during periods of significant economic or market change or business interruption.

Online Transactions

Once you have an account, contact Columbia Funds at 800.345.6611 (individual investors) or 800.353.0828 (institutional investors) for more information on account

trading restrictions and the special sign-up procedures required for online transactions. The Transfer Agent has procedures in place to authenticate electronic orders you deliver through the internet. You will be required to accept the terms of an online agreement and establish and utilize a password in order to access online account services.

You can sell up to an aggregate of $100,000 of shares through the internet in any 30-day period if you qualify for internet orders.

Customer Identification Program

Federal law requires the Fund to obtain and record specific personal information to verify your identity when you open an account. This information may include your name, address, date of birth (for individuals), and taxpayer or other government issued identification. If you fail to provide the requested information, the Fund may need to delay the date of your purchase or may be unable to open your account, which may result in a return of your investment monies. In addition, if the Fund is unable to verify your identity after your account is open, the Fund reserves the right to close your account or take other steps as deemed reasonable. The Fund shall not be held liable for any loss resulting from any purchase delay, application rejection or account closure due to a failure to provide proper identifying information.

Account Balance Penalties

Columbia Funds may sell your Trust Class shares if the value of your Trust Class shares account falls below $1,000 (other than as a result of depreciation of share value). Alternatively, your Trust Class shares account may be subject to an annual fee of $10. The Transfer Agent will send you written notification of such action and provide details on how you can add money to your account to avoid this penalty.

Cash Flows

The timing and magnitude of cash inflows from investors buying Fund shares could prevent the Fund from always being fully invested. Conversely, the timing and magnitude of cash outflows to investors selling Fund shares could require large ready reserves of uninvested cash to meet shareholder redemptions. Either situation could adversely impact the Fund’s performance.


 

22

 


Table of Contents

Buying, Selling and Exchanging Shares

 

Excessive Trading Practices

Frequent purchases and sales of Fund shares can harm shareholders in various ways, including reducing the returns to long-term shareholders by increasing costs (such as spreads paid to dealers who trade money market instruments with the Fund) and disrupting portfolio management strategies. However, the Columbia Money Market Funds are designed to offer investors a liquid cash option that they may buy and sell as often as they wish. Accordingly, the Board has not adopted policies and procedures designed to discourage excessive or short-term trading of Fund shares.

Except as expressly described in this prospectus (such as minimum purchase amounts), the Fund has no limits on buy or exchange transactions. Columbia Funds reserves the right, but has no obligation, to reject any buy or exchange transaction at any time. In addition, Columbia Funds reserves the right to impose or modify restrictions on purchases, exchanges or trading of Fund shares at any time.

 


 

23

 


Table of Contents

Buying, Selling and Exchanging Shares

 

Opening an Account and Placing Orders

Columbia Funds encourages you to consult with a financial advisor who can help you with your investment decisions and who can help you open an account. Once you have an account, you can buy, sell and exchange shares by contacting your financial advisor or selling and/or servicing agent who will send your order to the Transfer Agent. As described in Buying, Selling and Exchanging Shares – Transaction Rules and Policies, once you have an account you can also communicate your orders directly to the Transfer Agent by mail, by telephone or online.

Buying Shares

Eligible Investors

Trust Class shares are available to certain financial institutions and intermediaries (for their own accounts, and for certain client accounts for which they act as fiduciary, agent or custodian), including Bank of America and its affiliates; certain other financial institutions and intermediaries, including financial planners and investment advisors; institutional investors; charitable foundations; endowments; and other Columbia Funds in the Columbia Funds Family.

Minimum Initial Investments

The minimum initial investment for Trust Class shares is $250,000. Financial institutions or intermediaries can total the investments they make on behalf of their clients to meet the minimum initial investment amount. Client accounts for which the financial institution or intermediary no longer acts as fiduciary, agent or custodian may no longer be eligible to buy or hold Trust Class shares.

Minimum Additional Investments

There is no minimum additional investment for Trust Class shares.

Wire Purchases

You may buy Trust Class shares of the Fund by wiring money from your bank account to your Fund account by calling the Transfer Agent at 800.422.3737. For purchases via Fedwire, Columbia Funds must receive payment by the close of the Federal Reserve wire transfer system (typically 6:00 p.m.

Eastern time) on the business day the Transfer Agent receives the order (unless the Funds close early). If we receive payment after this time, we’ll cancel the order and return any payment received for cancelled orders. We can change this time under certain circumstances (for example, when there’s more wiring activity than normal). If the Transfer Agent does not receive payment in cleared funds before this time, you will be liable for the costs incurred as a result of late or non-payment. In general, these will be overdraft charges calculated at the current federal fund rate. We have the right to sell all or part of your holding of shares in any Fund in order to meet these costs.

Electronic Funds Transfer

You may buy Trust Class shares of the Fund by electronically transferring money from your bank account to your Fund account by calling the Transfer Agent at 800.422.3737. An electronic funds transfer may take up to three business days to settle and be considered in “good form.” You must set up this feature by contacting the Transfer Agent prior to your request.

Other Purchase Rules You Should Know

 

n  

You generally buy Trust Class shares at net asset value per share.

 

n  

Selling and/or servicing agents are responsible for sending your buy orders to the Transfer Agent and ensuring that we receive your money on time.

 

n  

Shares bought are recorded on the books of the Fund. The Fund does not issue certificates.

Selling Shares

When you sell your shares, the Fund is effectively buying them back from you. This is called a redemption.

Wire Redemptions

You may request that your Trust Class shares sale proceeds be wired to your bank account by calling the Transfer Agent at 800.422.3737. You must set up this feature prior to your request. For shares sold by Fedwire, there is generally a fee of $7.50. The receiving bank may charge an additional fee. The Transfer Agent may waive the fee for certain accounts.


 

24

 


Table of Contents

Buying, Selling and Exchanging Shares

 

Electronic Funds Transfer

You may sell Trust Class shares of the Fund and request that the proceeds be electronically transferred to your bank account by calling the Transfer Agent at 800.422.3737. It may take up to three business days for the sale proceeds to be received by your bank. You must set up this feature by contacting the Transfer Agent prior to your request.

Checkwriting Service

You can withdraw money from the Fund using Columbia Funds’ free checkwriting service. Contact your financial advisor to set up the service. Each check you write must be for a minimum of $250. You can only use checks to make partial withdrawals; you can’t use a check to make a full withdrawal of the shares you hold in the Fund. Shares you sell by writing a check are eligible to receive distributions up to the day the Fund’s custodian receives the check for payment. Columbia Funds can change or cancel the service by giving you 30 days notice in writing.

Other Redemption Rules You Should Know

 

n  

If you sell your shares directly through Columbia Funds, we will normally send the sale proceeds by mail or electronically transfer them to your bank account within three business days after the Transfer Agent or your selling and/or servicing agent receives your order in “good form.”

 

n  

If you sell your shares through a selling agent, Columbia Funds will normally send the sale proceeds by Fedwire within three business days after the Transfer Agent or your selling and/or servicing agent receives your order in “good form.”

 

n  

If you paid for your shares by check or through an Automated Clearing House (ACH), Columbia Funds will hold the sale proceeds when you sell those shares for up to 10 days after the trade date of the purchase.

 

n  

No interest will be paid on uncashed redemption checks.

 

n  

Columbia Funds can delay the payment of sale proceeds of a Fund for up to seven days or longer under the extraordinary circumstances described in Section 22(e) of the 1940 Act.

Other restrictions may apply to retirement accounts. For more information about these restrictions, contact your retirement plan administrator.

 

Exchanging Shares

You can generally sell shares of the Fund to buy shares of another Columbia Fund, in what is called an exchange. You should read the prospectus of, and make sure you understand the investment objective and principal investment strategies of, the Columbia Fund into which you are exchanging.

Other Exchange Rules You Should Know

 

n  

Exchanges are made at net asset value.

 

n  

You can generally exchange Trust Class shares of a Fund (some exceptions apply) for:

 

  n  

Class Z shares of all other Funds distributed by the Distributor, except Money Market Funds.

 

  n  

Trust Class shares of Money Market Funds distributed by the Distributor.

 

n  

The rules for buying shares of a Columbia Fund apply to exchanges into that Fund.

 

n  

You may make exchanges only into a Columbia Fund that is legally offered and sold in your state of residence.

 

n  

You generally may make an exchange only into a Columbia Fund that is accepting investments.

 

n  

The Fund may change or cancel your right to make an exchange by giving the amount of notice required by regulatory authorities (generally 60 days for a material change or cancellation).

 

n  

Unless your account is part of a tax-advantaged retirement plan, an exchange is a taxable event, and you may realize a gain or loss for tax purposes.

Same Fund Exchange Privilege for Class Z Shares

Certain shareholders invested in a class of shares other than Class Z may become eligible to invest in Class Z shares. Upon a determination of such eligibility, any such shareholders will be eligible to exchange their shares for Class Z shares of the same fund. No sales charges or other charges will apply to such an exchange. Ordinarily, shareholders will not recognize a gain or loss for federal income tax purposes upon such an exchange. Investors should contact their selling and/or servicing agents to learn more about the details of the Class Z shares exchange privilege.


 

25

 


Table of Contents

Distributions and Taxes

 

Distributions to Shareholders

A mutual fund can make money two ways:

 

n  

It can earn income on its investments. Examples of fund income are interest paid on money market instruments and bonds, and dividends paid on common stocks.

 

n  

A mutual fund can also have capital gains if the value of its investments increases. While a fund continues to hold an investment, any gain is unrealized. If the fund sells an investment, it generally will realize a capital gain if it sells that investment for a higher price than it originally paid. Capital gains are either short-term or long-term, depending on whether the fund holds the securities for one year or less (short-term gains) or more than one year (long-term gains).

 

FUNDamentals™

Distributions

 

Mutual funds make payments of fund earnings to shareholders, distributing them among all shareholders of the fund. As a shareholder, you are entitled to your portion of a fund’s distributed income, including capital gains.

 

Reinvesting your distributions buys you more shares of a fund – which lets you take advantage of the potential for compound growth. Putting the money you earn back into your investment means it, in turn, may earn even more money. Over time, the power of compounding has the potential to significantly increase the value of your investment. There is no assurance, however, that you’ll earn more money if you reinvest your distributions rather than receive them in cash.

The Fund intends to pay out, in the form of distributions to shareholders, a sufficient amount of its net income (interest and dividends less expenses) and net capital gains so that the Fund won’t have to pay any federal income tax on undistributed income and gains. The Fund intends to distribute any net realized capital gain (whether long-term or short-term gain) at least once a year. Normally, the Fund will declare and pay distributions of net investment income according to the following schedule:

 

Declaration and Distribution Schedule

Declarations    daily
Distributions    monthly

 

The Fund may, however, declare and pay distributions of net investment income more frequently.

Different share classes of the Fund usually pay different net investment income distribution amounts, because each class has different expenses. Each time a distribution is made, the net asset value per share of the share class is reduced by the amount of the distribution.

The Fund generally pays cash distributions within five business days after the end of the month in which the distribution was declared. If you sell all of your shares after the record date, but before the payment date, for a distribution, you’ll normally receive that distribution in cash within five business days after the sale was made.

The Fund will automatically reinvest distributions in additional shares of the same share class of the Fund unless you inform us you want to receive your distributions in cash. You can do this by writing Columbia Funds at the address on the back cover, or by calling us at 800.345.6611 (individual investors) or 800.353.0828 (institutional investors). No sales charges apply to the purchase or sale of such shares.

Distributions of $10 or less will automatically be reinvested in additional Fund shares only. If you elect to receive your distributions by check and the check is returned as undeliverable, all subsequent distributions will be reinvested in additional shares of the Fund.

If you buy shares of the Fund when it holds securities with unrealized capital gain, you will, in effect, receive part of your purchase price back if and when the Fund sells those securities and distributes the realized gain. This distribution is subject to tax. However, the Fund does not expect to have material amounts of unrealized capital gain. If you buy shares of the Fund when it has capital loss carryforwards, the Fund may be able to use such carryforwards to offset future capital gains realized by the Fund that otherwise would have been distributed to shareholders. However, the Fund does not expect to have material amounts of such carryforwards. Furthermore, any such carryforwards generally expire after eight taxable years and may be subject to substantial limitations.


 

26

 


Table of Contents

Distributions and Taxes

 

Taxes and Your Investment

The Fund will send you a statement each year showing how much you’ve received in distributions in the prior year and the distributions’ character for federal income tax purposes. The Fund expects that distributions will consist primarily of ordinary income. In addition, you should be aware of the following:

 

n  

The Fund intends to qualify each year as a regulated investment company. A regulated investment company is not subject to tax at the fund level on income and gains from investments that are distributed to shareholders. However, the Fund’s failure to qualify as a regulated investment company would result in fund level taxation, and consequently, a reduction in income available for distribution to you.

 

n  

Distributions are usually taxable to you when paid, whether they are paid in cash or automatically reinvested in additional shares of the Fund.

 

n  

Distributions of the Fund’s ordinary income and net short-term capital gain, if any, generally are taxable to you as ordinary income. Distributions of the Fund’s net long-term capital gain, if any, generally are taxable to you as long-term capital gain. Whether capital gains are long-term or short-term is determined by how long the Fund has owned the investments that generated them, rather than how long you have owned your shares.

 

n  

Corporate shareholders should not expect to deduct a portion of their distributions when determining their taxable income.

 

n  

For taxable years beginning on or before December 31, 2010, if you are an individual and you meet certain holding period and other requirements for your Fund shares, a portion of your distributions may be treated as “qualified dividend income.” Qualified dividend income is income attributable to the Fund’s dividends received from certain U.S. and foreign corporations, as long as the Fund meets certain holding period and other requirements for the stock producing such dividends. The Fund does not expect a significant portion of Fund distributions to be derived from qualified dividend income.

 

n  

For taxable years beginning on or before December 31, 2010, the maximum individual federal income tax rate on net long-term capital gain and qualified dividend income is 15%.

n  

As long as the Fund continually maintains a $1.00 net asset value per share, you ordinarily will not recognize a taxable gain or loss on the redemption or exchange of your shares of the Fund.

 

n  

The Fund is required by federal law to withhold tax on any taxable distributions and sale proceeds paid to you (including amounts paid to you in securities and amounts deemed to be paid to you upon an exchange of shares) if: you haven’t provided a correct taxpayer identification number (TIN) or haven’t certified to the Fund that withholding doesn’t apply; the Internal Revenue Service (IRS) has notified us that the TIN listed on your account is incorrect according to its records; or the IRS informs the Fund that you are otherwise subject to backup withholding.

 

FUNDamentals™

Taxes

 

The information provided above is only a summary of how federal income taxes may affect your investment in the Fund. It is not intended as a substitute for careful tax planning. Your investment in the Fund may have other tax implications.

 

It does not apply to certain types of investors who may be subject to special rules, including foreign or tax-exempt investors or those holding Fund shares through a tax-advantaged account, such as a 401(k) plan or IRA.

 

You should consult with your own tax advisor about the particular tax consequences to you of an investment in the Fund, including the effect of any foreign, state and local taxes, and the effect of possible changes in applicable tax laws.


 

27

 


Table of Contents

Financial Highlights

 

The financial highlights table is designed to help you understand how the Fund has performed for the past five full fiscal years, or if shorter, the Fund’s period of operations. Certain information reflects financial results for a single Fund share. The total return line indicates how much an investment in the Fund would have earned each period assuming all dividends and distributions had been reinvested. The Fund is newly formed. On May 5, 2008, the Fund acquired all assets and assumed all liabilities of Money Fund, a series of Excelsior Funds, Inc. (Money Fund), pursuant to a reorganization. The financial highlights table is the financial information of Shares Class shares of Money Fund.

The information for the six-month period ended September 30, 2007 is unaudited. The information for the fiscal year ended March 31, 2007 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm whose report, along with the Money Fund’s financial statements, is included in the Money Fund’s annual report. The information for the fiscal years ended March 31, 2006, 2005, 2004 and 2003 were audited by Money Fund’s previous independent registered public accounting firms, whose reports expressed unqualified opinions. The independent registered public accounting firms’ report for the year ended March 31, 2007 and the Money Fund’s financial statements for the year ended March 31, 2007 and the period ended September 30, 2007 are also incorporated by reference into the SAI.

 

Columbia Daily Cash Reserves – Trust Class Shares(a)

     (Unaudited)
Six Months
Ended
September 30,
2007
    Year Ended
March 31,
2007
    Year Ended
March 31,
2006
    Year Ended
March 31,
2005
    Year Ended
March 31,
2004
    Year Ended
March 31,
2003
 
Net Asset Value, Beginning of Period   $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00  
Income from Investment Operations            
Net Investment Income     0.02474 (b)     0.04691 (b)     0.03207 (b)     0.01275 (b)     0.00662       0.01255  
Net Realized and unrealized gain (loss) on investments           0.00019       0.00015       0.00010             (0.00010 )
Total from Investment Operations     0.02474       0.04710       0.03222       0.01285       0.00662       0.01245  
Less Distributions Declared to Shareholders            
From Net Investment Income     (0.02474 )     (0.04710 )     (0.03222 )     (0.01285 )     (0.00662 )     (0.01245 )
Net Asset Value, End of Period   $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00  
Total Return(c)(d)     2.42 %(e)     4.81 %     3.27 %     1.29 %     0.66 %     1.25 %
Ratios to Average Net Assets/Supplemental Data            
Net Expenses(f)     0.55 %(g)     0.55 %     0.53 %     0.46 %     0.45 %     0.39 %
Waiver/Reimbursement     0.13 %(g)     0.13 %     0.16 %     0.24 %     0.28 %     0.04 %
Net Investment Income(f)     4.80 %(g)     4.69 %     3.21 %     1.28 %     0.67 %     1.25 %
Net Assets, End of Period (000’s)   $ 574,902     $ 644,514     $ 1,032,384     $ 1,105,053     $ 1,141,562     $ 1,787,852  

 

(a)

The information in this table represents the financial highlights of the Fund’s predecessor Shares Class, which was reorganized into the Fund on May 5, 2008.

 

(b)

Per share data was calculated using the average shares outstanding during the period.

 

(c)

Had the investment advisor and/or any of its affiliates not waived fees or reimbursed a portion of expenses, total return would have been reduced.

 

(d)

Total return at net asset value assuming all distributions reinvested.

 

(e)

Not annualized.

 

(f)

The benefits derived from custody credits had an impact of less than 0.01%.

 

(g)

Annualized.

 

28


Table of Contents

Hypothetical Fees and Expenses

 

The following supplemental hypothetical investment information provides additional information about the effect of the fees and expenses of the Fund, including investment advisory fees and other Fund costs, on the Fund’s returns over a 10-year period. The chart shows the estimated fees and expenses that would be charged on a hypothetical investment of $10,000 in Trust Class shares of the Fund, assuming a 5% return each year, the cumulative return after fees and expenses and the hypothetical year-end balance after fees and expenses. The chart also assumes that all dividends and distributions are reinvested. The annual expense ratio used for the Fund, which is the same as that stated in the Annual Fund Operating Expense table, is presented in the chart and is net of any contractual fee waivers or expense reimbursements for the period of contractual commitment. Your actual costs may be higher or lower.

 

Columbia Daily Cash Reserves – Trust Class Shares

Maximum Initial Sales
Charge 0.00%
  Initial Hypothetical Investment
Amount $10,000.00
  Assumed Rate of Return 5%
Year   Cumulative
Return Before
Fees and Expenses
  Annual
Expense Ratio
  Cumulative
Return After
Fees and Expenses
  Hypothetical
Year-End
Balance After
Fees and Expenses
  Annual Fees
and Expenses
(a)
1   5.00%   0.52%   4.48%   $10,448.00   $53.16
2   10.25%   0.52%   9.16%   $10,916.07   $55.55
3   15.76%   0.52%   14.05%   $11,405.11   $58.04
4   21.55%   0.52%   19.16%   $11,916.06   $60.64
5   27.63%   0.52%   24.50%   $12,449.90   $63.35
6   34.01%   0.52%   30.08%   $13,007.65   $66.19
7   40.71%   0.52%   35.90%   $13,590.40   $69.15
8   47.75%   0.52%   41.99%   $14,199.25   $72.25
9   55.13%   0.52%   48.35%   $14,835.37   $75.49
10   62.89%   0.52%   55.00%   $15,500.00   $78.87
Total Gain After Fees and Expenses       $5,500.00    
Total Annual Fees and Expenses Paid           $652.69

 

(a)

Annual Fees and Expenses are calculated based on the average between the beginning and ending balance for each year. All information is calculated on an annual compounding basis.

 

29


Table of Contents

Notes

 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 

30

 


Table of Contents

Notes

 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 

31

 


Table of Contents

 

For More Information

You’ll find more information about the Fund and the other Columbia Funds in the documents described below. Contact Columbia Funds as follows to obtain these documents free of charge:

 

By Mail:   Columbia Funds
  c/o Columbia Management Services, Inc.
  P.O. Box 8081, Boston, MA 02266-8081
 
By Telephone:   800.345.6611
 
Online:   www.columbiafunds.com

Annual and Semi-Annual

Reports to Shareholders

Additional information about the Fund’s investments is available in the Fund’s annual and semi-annual reports to shareholders. In the annual report, you will find a discussion of the market conditions and investment strategies that significantly affected the Fund’s performance during its last fiscal year.

Shareholder Communications with the Board

The Fund’s Board of Trustees has adopted procedures by which shareholders may communicate with the Board. Shareholders who wish to communicate with the Board should send their written communications to the Board by mail, c/o Columbia Management Advisors, LLC, One Financial Center, Mail Stop MA5-515-11-05, Boston, MA 02111, Attention: Secretary. Shareholder communications

must (i) be in writing, (ii) identify the Columbia Fund to which the communication relates and (iii) state the particular class of shares and number of shares held by the communicating shareholder.

Statement of Additional Information

The SAI provides more detailed information about the Fund and its policies. The SAI is legally part of this prospectus (incorporated by reference). A copy has been filed with the SEC.

Information Provided by the SEC

You can review and copy information about the Fund (including this prospectus, the SAI and shareholder reports) at the SEC’s Public Reference Room in Washington, DC. To find out more about the operation of the Public Reference Room, call the SEC at 202.551.8090 or 800.SEC.0330. Reports and other information about the Fund are also available in the EDGAR Database on the SEC’s website at www.sec.gov, or you can receive copies of this information, for a fee, by electronic request at the following e-mail address: publicinfo@sec.gov. You can also obtain copies of this information by writing the Public Reference Section, Securities and Exchange Commission, Washington, DC 20549-0102.

For purposes of any electronic version of this prospectus, all references to websites, or universal resource locators (URLs), are intended to be inactive and are not meant to incorporate the contents of any website into this prospectus.

The investment company registration number of Columbia Funds Series Trust, of which the Fund is a series, is 811-09645.


LOGO

Columbia Daily Cash Reserves Trust Class Shares

Prospectus, May 5, 2008

©2008 Columbia Management Distributors, Inc.

One Financial Center, Boston, MA 02111-2621

800.345.6611 www.columbiafunds.com

INT-36/152721-0508


Table of Contents

Columbia Management®

 

   COLUMBIA FUNDS SERIES TRUST
   Trust Class Shares
   STATEMENT OF ADDITIONAL INFORMATION

May 5, 2008

Columbia Daily Cash Reserves

This Statement of Additional Information (SAI) is not a prospectus, is not a substitute for reading any prospectus and is intended to be read in conjunction with the Fund’s prospectus dated May 5, 2008.

A copy of the Fund’s current prospectus and annual and semi-annual reports may be obtained without charge by writing Columbia Management Services, Inc., P.O. Box 8081, Boston, MA 02266-8081, by calling Columbia Funds at 800.345.6611 or by visiting the Columbia Funds website at www.columbiafunds.com.

 

 

INT-39/152520-0508


Table of Contents

TABLE OF CONTENTS

 

SAI PRIMER

   2

ABOUT THE TRUST

   5

ABOUT THE FUND’S INVESTMENTS

   6
  

Certain Investment Activity Limits

   6
  

Fundamental and Non-Fundamental Investment Policies

   6
  

Exemptive Orders

   7
  

Permissible Investments and Related Risks

   7
  

Borrowings

   20
  

Lending Securities

   21
  

Temporary Defensive Positions

   21
  

Portfolio Turnover

   21
  

Disclosure of Portfolio Information

   21

INVESTMENT ADVISORY AND OTHER SERVICES

   27
  

The Advisor and Investment Advisory Services

   27
  

The Administrator

   28
  

Pricing and Bookkeeping Services

   28
  

The Principal Underwriter/Distributor

   29
  

LOGO

   Other Roles and Relationships of Bank of America and its
Affiliates — Certain Conflicts of Interest
   29
  

Other Services Provided

   33
  

Expense Limitations

   34
  

Codes of Ethics

   35
  

Proxy Voting Policies and Procedures

   35
  

Expenses Paid by Third Parties

   36

FUND GOVERNANCE

   37
  

The Board

   37
  

The Officers

   41
BROKERAGE ALLOCATION AND OTHER PRACTICES    44
  

General Brokerage Policy, Brokerage Transactions and Broker Selection

   44
  

Brokerage Commissions

   46
  

Directed Brokerage

   46
  

Securities of Regular Broker/Dealers

   47
  

Additional Shareholder Servicing Payments

   47
  

Additional Financial Intermediary Payments

   48
CAPITAL STOCK AND OTHER SECURITIES    52
  

Description of the Trust’s Shares

   52
PURCHASE, REDEMPTION AND PRICING OF SHARES    54
  

Purchase and Redemption

   54
  

Offering Price

   54

TAXATION

   56

CONTROL PERSONS AND PRINCIPAL SHAREHOLDERS

   67

APPENDIX A — DESCRIPTION OF SECURITY RATINGS

   A-1

APPENDIX B — PROXY VOTING POLICIES AND PROCEDURES

   B-1


Table of Contents

SAI PRIMER

The SAI is a part of the Fund’s registration statement that is filed with the SEC. The registration statement includes the Fund’s Prospectus, the SAI and certain other exhibits. The SAI, and any supplements to it, can be found online at www.columbiafunds.com, or by accessing the SEC’s website at www.sec.gov.

The SAI generally provides additional information about the Fund that is not required to be in the Fund’s Prospectus. The SAI expands discussions of certain matters described in the Fund’s Prospectus and provides certain additional information about the Fund that may be of interest to some investors. Among other things, the SAI provides information about:

 

   

the organization of the Trust;

 

   

the Fund’s investments;

 

   

the Fund’s investment advisor, investment sub-advisor(s) (if any) and other service providers, including roles and relationships of Bank of America and its affiliates, and conflicts of interest;

 

   

the governance of the Fund;

 

   

the Fund’s brokerage practices;

 

   

the share classes offered by the Fund;

 

   

the purchase, redemption and pricing of Fund shares; and

 

   

the application of federal income tax laws.

Investors may find this information important and helpful. If you have any questions about the Fund, please call Columbia Funds at 800.345.6611 (individual investors) or 800.353.0828 (institutional investors) or contact your financial advisor.

Before reading the SAI, you should consult the Glossary below, which defines certain of the terms used in the SAI.

Glossary

 

1933 Act    Securities Act of 1933, as amended
1934 Act    Securities Exchange Act of 1934, as amended
1940 Act    Investment Company Act of 1940, as amended
Administration Agreement    The administration agreement between the Trust, on behalf of the Funds, and the Administrator
Administrator    Columbia Management Advisors, LLC
Advisor    Columbia Management Advisors, LLC
AMEX    American Stock Exchange
BAI    Banc of America Investment Services, Inc.

 

2


Table of Contents

Glossary

 

BAS    Banc of America Securities LLC
Bank of America    Bank of America Corporation
BFDS/DST    Boston Financial Data Services, Inc./DST Systems, Inc.
Board    The Trust’s Board of Trustees
CMOs    Collateralized mortgage obligations
Code    Internal Revenue Code of 1986, as amended
Codes of Ethics    The codes of ethics adopted by the Board pursuant to Rule 17j-1 under the 1940 Act
Columbia Funds Complex    The mutual fund complex that is comprised of the open-end investment management companies advised by the Advisor or its affiliates and principally underwritten by Columbia Management Distributors, Inc., as that term is defined under Item 12 of Form N-1A

Columbia Funds or

Columbia Funds Family

   The fund complex that is comprised of the open-end investment management companies advised by the Advisor or its affiliates and principally underwritten by Columbia Management Distributors, Inc.
Custodian    State Street Bank and Trust Company
Daily Cash Reserves    Columbia Daily Cash Reserves
Distributor    Columbia Management Distributors, Inc.
Distribution Agreement    The distribution agreement between the Trust, on behalf of the Fund, and the Distributor
Fitch    Fitch Investors Service, Inc.
FNMA    Federal National Mortgage Association
The Fund(s) or a Fund    The open-end management investment company listed on the front cover of this SAI that is a series of the Trust
GNMA    Government National Mortgage Association
Independent Trustees    The Trustees of the Board who are not “interested persons” of the Fund as defined in the 1940 Act
Investment Advisory Agreement    The investment advisory agreement between the Trust, on behalf of the Fund, and the Advisor
IRS    United States Internal Revenue Service
LIBOR    London Interbank Offered Rate

 

3


Table of Contents

Glossary

 

Money Market Fund(s)    One or more of the money market funds in the Columbia Funds Family
Moody’s    Moody’s Investors Service, Inc.
NASDAQ    National Association of Securities Dealers Automated Quotations system
NRSRO    Nationally recognized statistical ratings organization (such as Moody’s, Fitch or S&P)
NSCC    National Securities Clearing Corporation
NYSE    New York Stock Exchange

Predecessor Fund

   Money Fund, a series of Excelsior Funds, Inc.
Principal Underwriter    Columbia Management Distributors, Inc.
REIT    Real estate investment trust
RIC    A “regulated investment company,” as such term is used in the Internal Revenue Code of 1986, as amended
S&P    Standard & Poor’s Corporation (“Standard & Poor’s” and “S&P” are trademarks of The McGraw-Hill Companies, Inc. and have been licensed for use by the Advisor. The Columbia Funds are not sponsored, endorsed, sold or promoted by Standard & Poor’s and Standard & Poor’s makes no representation regarding the advisability of investing in the Columbia Funds).
SAI    This Statement of Additional Information
SEC    United States Securities and Exchange Commission
Selling Agent(s)    One or more of the banks, broker/dealers or other financial institutions that have entered into a sales support agreement with the Distributor
Servicing Agent(s)    One or more of the banks, broker/dealers or other financial institutions that have entered into a shareholder servicing agreement with the Distributor
Transfer Agency Agreement    The transfer agency agreement between the Trust, on behalf of the Fund, and Columbia Management Services, Inc.
Transfer Agent    Columbia Management Services, Inc.
The Trust    Columbia Funds Series Trust, the registered investment company in the Columbia Funds Family to which this SAI relates
Trustee(s)    One or more of the Board’s Trustees

 

4


Table of Contents

ABOUT THE TRUST

The Trust is a registered investment company under the 1940 Act within the Columbia Funds Family. Columbia Funds offers over 100 mutual funds in all major asset classes, and the Advisor had approximate assets under management of $371.7 billion as of March 31, 2008.

The Trust was organized as a Delaware business trust, a form of entity now known as a statutory trust, on October 22, 1999. On September 26, 2005, the Trust changed its name from Nations Funds Trust to Columbia Funds Series Trust.

The Fund represents a separate series of the Trust and is an open-end diversified management investment company. The Fund has a fiscal year end of March 31st. On May 5, 2008, the Fund acquired all assets and assumed all liabilities of Money Fund, a series of Excelsior Funds, Inc. (the “Predecessor Fund”) pursuant to a reorganization. As a result, the performance and financial information of the Predecessor Fund became the Fund’s performance and financial information. The Fund commenced operations on May 5, 2008.

 

5


Table of Contents

ABOUT THE FUND’S INVESTMENTS

The investment objective, principal investment strategies (i.e., as used in this SAI and the Prospectus, a strategy which generally involves the ability to invest 10% or more of a Fund’s total assets) and related principal investment risks for the Fund are discussed in the Fund’s Prospectus.

Certain Investment Activity Limits

The overall investment and other activities of the Advisor and its affiliates may limit the investment opportunities for the Fund in certain markets where limitations are imposed by regulators upon the amount of investment by affiliated investors, in the aggregate or in individual issuers. From time to time, the Fund’s activities also may be restricted because of regulatory restrictions applicable to the Advisor and its affiliates and/or because of their internal policies. See Investment Advisory and Other Services — Other Roles and Relationships of Bank of America and its Affiliates — Certain Conflicts of Interest.

Fundamental and Non-Fundamental Investment Policies

The following discussion of “fundamental” and “non-fundamental” investment policies and limitations for the Fund supplements the discussion of investment policies in the Fund’s Prospectus. A fundamental policy may only be changed with Board and shareholder approval. A non-fundamental policy may be changed by the Board and does not require shareholder approval, but may require notice to shareholders in certain instances.

Unless otherwise noted, whenever an investment policy or limitation states a maximum percentage of the Fund’s assets that may be invested in any security or other asset, or sets forth a policy regarding an investment standard, compliance with such percentage limitation or standard will be determined solely at the time of the Fund’s acquisition of such security or asset. Borrowings and other instruments that may give rise to leverage and the restriction on investing in illiquid securities are monitored on an ongoing basis.

Fundamental Investment Policies

The 1940 Act provides that a “vote of a majority of the outstanding voting securities” means the affirmative vote of the lesser of (1) more than 50% of the outstanding shares of the Fund, or (2) 67% or more of the shares present at a meeting if more than 50% of the outstanding shares are represented at the meeting in person or by proxy. The following fundamental investment policies cannot be changed without such a vote.

 

  1. The Fund may not underwrite any issue of securities within the meaning of the 1933 Act except when it might technically be deemed to be an underwriter either: (i) in connection with the disposition of a portfolio security; or (ii) 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 management investment companies.

 

  2. The Fund may not purchase or sell real estate, except 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.

 

  3. The Fund may not purchase or sell commodities, except that the 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. This limitation does not apply to foreign currency transactions, including, without limitation, forward currency contracts.

 

  4.

The Fund may not purchase 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: (i) there is no limitation with respect to

 

6


Table of Contents
 

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 (ii) 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 exemptive relief obtained by the Fund.

 

  5. The Fund may not make loans, except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any exemptive relief obtained by the Fund.

 

  6. The Fund may not borrow money or issue senior securities, except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any exemptive relief obtained by the Fund.

 

  7. The Fund, may not purchase securities (except securities issued or guaranteed 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: (i) up to 25% of its total assets may be invested without regard to these limitations; and (ii) the 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 and any exemptive relief obtained by the Fund.

Non-Fundamental Investment Policies

 

  1. The Fund may not invest more than 10% of its net assets in illiquid securities.

 

  2. The Fund will comply with special investment limitations in order to obtain a rating from a rating organization.

Exemptive Orders

In addition to the policies outlined above, the Columbia Funds Family has received the following exemptive orders from the SEC which enable the Fund to participate in certain transactions beyond the investment limitations described above or described in otherwise applicable restrictions:

 

  1. Pursuant to an exemptive order dated October 5, 1993, all current and future Funds advised by the Advisor may, subject to certain conditions, pool their uninvested cash balances in one or more joint accounts and use the daily balance of such accounts to enter into repurchase agreements, including the condition that such agreements have a maturity of not more than seven days.

 

  2. Pursuant to an exemptive order dated September 5, 2003, the Fund may, subject to certain conditions, borrow money from other Funds in the Columbia Funds Family for temporary emergency purposes in order to facilitate redemption requests, or for other purposes consistent with Fund investment policies and restrictions. All loans are set at an interest rate between the rates charged on overnight repurchase agreements and short-term bank loans.

Permissible Investments and Related Risks

The Fund’s Prospectus identifies and summarizes the individual types of securities in which the Fund invests as part of its principal investment strategies and the risks associated with such investments.

The table below identifies for the Fund the types of securities in which it is permitted to invest, including those described in the Fund’s Prospectus. The Fund generally has the ability to invest 10% or more of its total assets in the types of securities described in its Prospectus. To the extent a type of security identified below is not described in the Fund’s Prospectus, the Fund generally invests less than 10% of the Fund’s total assets in such security type.

 

7


Table of Contents

Information about individual types of securities (including certain of their associated risks) in which the Fund may invest is set forth below. The Fund’s investment in these types of securities is subject to its investment objective and fundamental and non-fundamental investment policies. Given that the Fund is a money market fund, the Fund’s investments in securities are subject to the limitations set forth in Rule 2a-7 under the 1940 Act.

Permissible Fund Investments

 

Investment Type

  Daily
Cash
Reserves

Asset-Backed Securities

    ü

Bank Obligations (Domestic and Foreign)

    ü

Corporate Debt Securities

    ü

Derivatives

    ü

Index or Linked Securities (Structured Products)

    ü

Foreign Securities

  ü  

Guaranteed Investment Contracts (Funding Agreements)

    ü

Illiquid Securities

    ü

Investments in Other Investment Companies

    ü

Money Market Instruments

    ü

Mortgage-Backed Securities

    ü

Municipal Securities

    ü

Participation Interests

    ü

Repurchase Agreements

    ü

Reverse Repurchase Agreements

    ü

Stripped Securities

    ü

U.S. Government and Related Obligations

    ü

Variable- and Floating-Rate Obligations

    ü

Asset-Backed Securities

Asset-backed securities represent interests in, or are backed by, pools of receivables such as credit card, auto, student and home equity loans, or securities, backed by these types of loans and others such as mortgage loans. They may also be backed, in turn, by securities backed by these types of loans and others, such as mortgage loans. Such securities entitle the security holders to receive distributions that are tied to the payments made on the underlying assets (less fees paid to the originator, servicer, or other parties, and fees paid for credit enhancement), so that the payments made on the underlying assets effectively pass through to such security holders. Asset-backed securities typically are created by an originator of loans or owner of accounts receivable that sells such underlying assets to a special purpose entity in a process called a securitization. The special purpose entity issues securities that are backed by the payments on the underlying assets, and have a minimum denomination and specific term. These securities, in turn, are either privately placed or publicly offered. One example of an asset-backed security is a structured investment vehicle (SIV). A SIV is an investment vehicle which buys assets using funding from a combination of commercial paper, medium-term notes and capital notes.

Investing in asset-backed securities is subject to certain risks. For example, the value of asset-backed securities may be affected by, among other factors, changes in: interest rates, the market’s assessment of the quality of underlying assets, the creditworthiness of the servicer for the underlying assets, information concerning the originator of the underlying assets, or the creditworthiness or rating of the entities that provide any supporting letters of credit, surety bonds, derivative instruments, or other credit enhancement. The value of asset-backed securities also will be affected by the exhaustion, termination or expiration of any credit enhancement.

 

8


Table of Contents

Declining or low interest rates may lead to a more rapid rate of repayment on the underlying assets, resulting in accelerated payments on asset-backed securities that then would be reinvested at a lesser rate of interest. Rising or high interest rates tend to lead to a slower rate of repayment on the underlying assets, resulting in slower than expected payments on asset-backed securities that can, in turn, lead to a decline in value. The impact of changing interest rates on the value of asset-backed securities may be difficult to predict and result in greater volatility. Holders of asset-backed securities generally have no recourse against the originator of the underlying assets in the event of a default on the underlying assets. Credit Risk reflects the risk that a holder of asset-backed securities, backed by pools of receivables such as mortgage loans, may not receive all or part of its principal because the issuer, any credit enhancer and/or an underlying obligor has defaulted on its obligations. Credit risk is increased for asset-backed securities that are subordinated to another security (i.e., if the holder of an asset-backed security is entitled to receive payments only after payment obligations to holders of the other security are satisfied). The more deeply subordinated the security, the greater the credit risk associated with the security will be.

Bank Obligations (Domestic and Foreign)

Bank obligations include certificates of deposit, banker’s acceptances, time deposits and promissory notes that earn a specified rate of return and may be issued by (i) a domestic branch of a domestic bank, (ii) a foreign branch of a domestic bank, (iii) a domestic branch of a foreign bank or (iv) a foreign branch of a foreign bank. A Fund’s ability to invest in foreign bank obligations is contingent upon its ability to invest in foreign securities as a general matter.

Certificates of deposit, or so-called CDs, typically are interest-bearing debt instruments issued by banks and have maturities ranging from a few weeks to several years. Banker’s acceptances are time drafts drawn on and accepted by banks and are a customary means of effecting payment for merchandise sold in import-export transactions and a general source of financing. Yankee dollar certificates of deposit are negotiable CDs issued in the United States by branches and agencies of foreign banks. Eurodollar certificates of deposit are CDs issued by foreign (mainly European) banks with interest and principal paid in U.S. dollars. Such CDs typically have maturities of less than two years and have interest rates that typically are pegged to the London Interbank Offered Rate or LIBOR. A time deposit can be either a savings account or CD that is an obligation of a financial institution for a fixed term. Typically, there are penalties for early withdrawals of time deposits. Promissory notes are written commitments of the maker to pay the payee a specified sum of money either on demand or at a fixed or determinable future date, with or without interest.

Bank investment contracts are issued by banks. Pursuant to such contracts, a Fund may make cash contributions to a deposit fund of a bank. The bank then credits to the Fund payments at floating or fixed interest rates. A Fund also may hold funds on deposit with its custodian for temporary purposes.

Investing in bank obligations is subject to certain risks. Certain bank obligations, such as some CDs, are insured by the Federal Deposit Insurance Company (FDIC) up to certain specified limits. Many other bank obligations, however, are neither guaranteed nor insured by the FDIC or the U.S. Government. These bank obligations are “backed” only by the creditworthiness of the issuing bank or parent financial institution. Domestic and foreign banks are subject to different governmental regulation. Accordingly, certain obligations of foreign banks, including Eurodollar and Yankee dollar obligations, involve different investment risks than those affecting obligations of domestic banks, including, among others, the possibilities that: (i) their liquidity could be impaired because of political or economic developments; (ii) the obligations may be less marketable than comparable obligations of domestic banks; (iii) a foreign jurisdiction might impose withholding and other taxes at high levels on interest income; (iv) foreign deposits may be seized or nationalized; (v) foreign governmental restrictions such as exchange controls may be imposed, which could adversely affect the payment of principal or interest on those obligations; (vi) there may be less publicly available information concerning foreign banks issuing the obligations; and (vii) the reserve requirements and accounting, auditing and financial reporting standards, practices and requirements applicable to foreign banks may differ from those applicable to domestic banks. Foreign banks generally are not subject to examination by any U.S. Government agency or instrumentality.

 

9


Table of Contents

Corporate Debt Securities

Corporate debt securities are fixed income securities typically issued by businesses to finance their operations. Notes, bonds, debentures and commercial paper are the most common types of corporate debt securities, with the primary difference being their interest rates, maturity dates and secured or unsecured status. Commercial paper has the shortest term and usually is unsecured. The broad category of corporate debt securities includes debt issued by domestic or foreign companies of all kinds, including those with small-, mid- and large-capitalizations. Corporate debt may be rated investment grade or below investment grade and may carry fixed, variable or floating rates of interest. At the time of purchase, a Fund generally invests in high quality corporate debt securities that have received a rating in one of the two highest short-term rating categories from at least two NRSROs. However, a Fund may purchase instruments that are not rated if, in the opinion of the Advisor, such obligations are of comparable quality to other rated investments that are permitted to be purchased by the Fund. Like all Fund investments, a Fund may purchase unrated instruments only if they are purchased in accordance with Rule 2a-7 under the 1940 Act as well as the Funds’ procedures for complying with Rule 2a-7. In the event that a portfolio security of a Fund is subject to a credit rating downgrade, the Advisor and the Board consider all circumstances deemed relevant in determining whether to continue to hold the security.

Extendible commercial notes (ECNs) are very similar to commercial paper except that with ECNs, the issuer has the option to extend the notes’ maturity. ECNs are issued at a discount rate, with an initial redemption of not more than 90 days from the date of issue. If ECNs are not redeemed by the issuer on the initial redemption date, the issuer will pay a premium (step-up) rate based on the ECN’s credit rating at the time.

Because of the wide range of types and maturities of corporate debt securities, as well as the range of creditworthiness of issuers, corporate debt securities can have widely varying risk/return profiles. For example, commercial paper issued by a large established domestic corporation that is rated by an NRSRO as investment grade may have a relatively modest return on principal but present relatively limited risk. On the other hand, a long-term corporate note issued, for example, by a small foreign corporation from an emerging market country that has not been rated by an NRSRO may have the potential for relatively large returns on principal but carries a relatively high degree of risk.

Investing in corporate debt securities is subject to certain risks including, among others, credit and interest rate risk. Credit risk is the risk that a Fund could lose money if the issuer of a corporate debt security is unable to pay interest or repay principal when it becomes due. Some corporate debt securities that are rated below investment grade by an NRSRO generally are considered speculative because they present a greater risk of loss, including default, than higher quality debt securities. The credit risk of a particular issuer’s debt security may vary based on its priority for repayment. For example, higher ranking (senior) debt securities have a higher priority than and, therefore, may be paid in full before, lower ranking (subordinated) securities. In addition, in the event of bankruptcy, holders of higher-ranking senior securities may receive amounts otherwise payable to the holders of more junior securities. Interest rate risk is the risk that the value of certain corporate debt securities will tend to fall when interest rates rise. In general, corporate debt securities with longer terms tend to fall more in value when interest rates rise than do corporate debt securities with shorter terms.

Derivatives

General

Derivatives are financial instruments whose values are based on (or “derived” from) traditional securities (such as a stock or a bond), assets (such as a commodity, like gold), reference rates (such as LIBOR) or market indices (such as the S&P 500 Index). Some forms of derivatives, such as exchange-traded futures and options on securities, commodities, or indices, are traded on regulated exchanges. These types of derivatives are standardized contracts that can easily be bought and sold, and whose market values are determined and published daily. Non-standardized derivatives, on the other hand, tend to be more specialized or complex, and may be harder to value. Derivatives afford leverage and, when used properly, can enhance returns and be useful in

 

10


Table of Contents

hedging portfolios. Some common types of derivatives include futures; options; options on futures; forward foreign currency exchange contracts; forward contracts on securities and securities indices; linked securities and structured products; CMOs; stripped securities; warrants; swap agreements and swaptions.

A Fund, as applicable, may use derivatives for a variety of reasons, including, for example: (i) to enhance its return; (ii) to attempt to protect against possible changes in the market value of securities held in or to be purchased for its portfolio resulting from securities markets or currency exchange rate fluctuations (i.e., to hedge); (iii) to protect its unrealized gains reflected in the value of its portfolio securities; (iv) to facilitate the sale of such securities for investment purposes; (v) to reduce transaction costs; and/or (vi) to manage the effective maturity or duration of its portfolio.

A Fund’s use of derivatives presents risks different from, and possibly greater than, the risks associated with investing directly in traditional securities. The use of derivatives can lead to losses because of adverse movements in the price or value of the underlying security, asset, index or reference rate, which may be magnified by certain features of the derivatives. These risks are heightened when a Fund uses derivatives to enhance its return or as a substitute for a position or security, rather than solely to hedge or offset the risk of a position or security held by a Fund. There is also a risk that the derivative will not correlate well with the security for which it is substituting. A Fund’s use of derivatives to leverage risk also may exaggerate a loss, potentially causing a Fund to lose more money than if it had invested in the underlying security, or limit a potential gain. The success of management’s derivative strategies will depend on its ability to assess and predict the impact of market or economic developments on the underlying security, asset, index or reference rate and the derivative itself, without necessarily the benefit of observing the performance of the derivative under all possible market conditions. Other risks arise from a Fund’s potential inability to terminate or sell its derivative positions as a liquid secondary market for such positions may not exist at times when a Fund may wish to terminate or sell them. Over-the-counter instruments (investments not traded on an exchange) may be illiquid. Derivatives traded in the over-the-counter market are subject to the risk that the other party will not meet its obligations. Also, with some derivative strategies there is the risk that a Fund may not be able to find a suitable derivative transaction counterparty, and thus may be unable to invest in derivatives altogether. The use of derivatives may also increase the amount and accelerate the timing of taxes payable by shareholders.

Subject to the limitations of Rule 2a-7 under the 1940 Act, a Fund may use any or all of the above investment techniques and may purchase different types of derivative instruments at any time and in any combination. There is no particular strategy that dictates the use of one technique over another, as the use of derivatives is a function of numerous variables, including market conditions.

Index or Linked Securities (Structured Products)

General. Indexed or linked securities, also often referred to as “structured products,” are instruments that may have varying combinations of equity and debt characteristics. These instruments are structured to recast the investment characteristics of the underlying security or reference asset. If the issuer is a unit investment trust or other special purpose vehicle, the structuring will typically involve the deposit with or purchase by such issuer of specified instruments (such as commercial bank loans or securities) and/or the execution of various derivative transactions, and the issuance by that entity of one or more classes of securities (structured securities) backed by, or representing interests in, the underlying instruments. The cash flow on the underlying instruments may be apportioned among the newly issued structured securities to create securities with different investment characteristics, such as varying maturities, payment priorities and interest rate provisions, and the extent of such payments made with respect to structured securities is dependent on the extent of the cash flow on the underlying instruments.

Indexed and Inverse Floating Rate Securities. A Fund may invest in securities that provide a potential return based on a particular index of value or interest rates. For example, a Fund may invest in securities that pay interest based on an index of interest rates. The principal amount payable upon maturity of certain securities also may be based on the value of the index. To the extent a Fund invests in these types of securities, a Fund’s return

 

11


Table of Contents

on such securities will rise and fall with the value of the particular index: that is, if the value of the index falls, the value of the indexed securities owned by a Fund will fall. Interest and principal payable on certain securities may also be based on relative changes among particular indices.

Credit Linked Securities. Among the income producing securities in which a Fund may invest are credit linked securities. The issuers of these securities frequently are limited purpose trusts or other special purpose vehicles that, in turn, invest in a derivative instrument or basket of derivative instruments, such as credit default swaps, interest rate swaps and other securities, in order to provide exposure to certain fixed income markets. For instance, a Fund may invest in credit linked securities as a cash management tool in order to gain exposure to a certain market and/or to remain fully invested when more traditional income producing securities are not available.

Like an investment in a bond, investments in these credit linked securities represent the right to receive periodic income payments (in the form of distributions) and payment of principal at the end of the term of the security. However, these payments are conditioned on or linked to the issuer’s receipt of payments from, and the issuer’s potential obligations to, the counterparties to the derivative instruments and other securities in which the issuer invests. For instance, the issuer may sell one or more credit default swaps, under which the issuer would receive a stream of payments over the term of the swap agreements provided that no event of default has occurred with respect to the referenced debt obligation upon which the swap is based. If a default occurs, the stream of payments may stop and the issuer would be obligated to pay the counterparty the par (or other agreed upon value) of the referenced debt obligation. This, in turn, would reduce the amount of income and/or principal that a Fund would receive. A Fund’s investments in these instruments are indirectly subject to the risks associated with derivative instruments, including, among others, credit risk, default or similar event risk, counterparty risk, interest rate risk, leverage risk and management risk. These securities generally are exempt from registration under the 1933 Act. Accordingly, there may be no established trading market for the securities and they may constitute illiquid investments.

Index-, Commodity- and Currency- and Linked Securities. “Index-linked” or “commodity-linked” notes are debt securities of companies that call for interest payments and/or payment at maturity in different terms than the typical note where the borrower agrees to make fixed interest payments and to pay a fixed sum at maturity. Principal and/or interest payments on an index-linked or commodity-linked note depend on the performance of one or more market indices, such as the S&P 500 Index, a weighted index of commodity futures such as crude oil, gasoline and natural gas or the market prices of a particular commodity or basket of commodities. At maturity, the principal amount of an equity-linked debt security is often exchanged for common stock of the issuer or is payable in an amount based on the issuer’s common stock price at the time of maturity. Currency-linked debt securities are short-term or intermediate-term instruments having a value at maturity, and/or an interest rate, determined by reference to one or more foreign currencies. Payment of principal or periodic interest may be calculated as a multiple of the movement of one currency against another currency, or against an index.

Investing in structured products and linked securities is subject to certain risks. Because structured products typically involve no credit enhancement, their credit risk generally will be equivalent to that of the underlying instruments. Investments in structured products may be structured as a class that is either subordinated or unsubordinated to the right of payment of another class. Subordinated structured products typically have higher rates of return and present greater risks than unsubordinated structured products. Structured products sometimes are sold in private placement transactions and often have a limited trading market.

Investments in “linked” securities have the potential to lead to significant losses because of unexpected movements in the underlying financial asset, index, currency or other investment. The ability of a Fund to utilize linked-securities successfully will depend on its ability correctly to predict pertinent market movements, which cannot be assured. Because currency-linked securities usually relate to foreign currencies, some of which may be currency from emerging market countries, there are certain additional risks associated with such investments.

 

12


Table of Contents

Foreign Securities

The Fund’s investments in foreign securities include U.S. dollar denominated high quality, short-term debt obligations of foreign issuers. Foreign securities include securities that the Advisor determines are “foreign” based on the consideration of an issuer’s domicile, its principal place of business, its primary stock exchange listing, the source of its revenue or other factors.

Foreign securities may include depositary receipts, such as American Depositary Receipts (ADRs), European Depositary Receipts (EDRs) and Global Depositary Receipts (GDRs). ADRs are U.S. dollar-denominated receipts issued in registered form by a domestic bank or trust company that evidence ownership of underlying securities issued by a foreign issuer. EDRs are foreign currency-denominated receipts issued in Europe, typically by foreign banks or trust companies and foreign branches of domestic banks, that evidence ownership of foreign or domestic securities. GDRs are receipts structured similarly to ADRs and EDRs and are marketed globally. Depositary receipts will not necessarily be denominated in the same currency as their underlying securities. In general, ADRs, in registered form, are designed for use in the U.S. securities markets, and EDRs, in bearer form, are designed for use in European securities markets. GDRs are tradable both in the United States and in Europe and are designed for use throughout the world. The Fund may invest in depositary receipts through “sponsored” or “unsponsored” facilities. A sponsored facility is established jointly by the issuer of the underlying security and a depositary, whereas a depositary may establish an unsponsored facility without participation by the issuer of the deposited security. Holders of unsponsored depositary receipts generally bear all the costs of such facilities and the depositary of an unsponsored facility frequently is under no obligation to distribute interestholder communications received from the issuer of the deposited security or to pass through voting rights to the holders of such receipts in respect of the deposited securities. The issuers of unsponsored depositary receipts are not obligated to disclose material information in the United States, and, therefore, there may be limited information available regarding such issuers and/or limited correlation between available information and the market value of the depositary receipts.

Investing in foreign securities is subject to certain risks. For example, foreign markets can be extremely volatile. Fluctuations in currency exchange rates also may impact the value of foreign securities denominated in foreign currencies or U.S. dollars, without a change in the intrinsic value of those securities. Additionally, the U.S. dollar value of a foreign security tends to decrease when the value of the U.S. dollar rises against the foreign currency in which the security is denominated and tends to increase when the value of the U.S. dollar falls against such currency. The Fund may attempt to minimize the risk from adverse changes in the relationship between the U.S. dollar and foreign currencies by purchasing and selling forward foreign currency exchange contracts and foreign currency futures contracts and related options. Foreign securities may be less liquid than domestic securities so that the Fund may, at times, be unable to sell foreign securities at desirable prices. Brokerage commissions, custodial fees and other fees also are generally higher for foreign securities. A Fund may have limited legal recourse in the event of default with respect to certain debt securities issued by foreign governments. In addition, foreign governments may impose potentially confiscatory withholding taxes, which would reduce the Fund’s return on these securities. Other risks include: possible delays in the settlement of transactions or in the notification of income; generally less publicly available information about companies; adverse impact of political, social or diplomatic events; possible seizure, expropriation or nationalization of a company or its assets; possible imposition of currency exchange controls; and that foreign companies generally are not subject to accounting, auditing and financial reporting standards comparable to those mandated for domestic companies.

Risks associated with investments in foreign securities are increased with respect to investments in emerging market countries. Political and economic structures in many emerging market countries, especially those in Eastern Europe, the Pacific Basin and the Far East, are undergoing significant evolutionary changes and rapid development, and may lack the social, political and economic stability of more developed countries. Investing in emerging market securities also involves risks beyond the risks applicable to foreign investments. For example, some emerging market countries may have fixed or managed currencies that are not free-floating

 

13


Table of Contents

against the U.S. dollar. Further, certain currencies may not be traded internationally, and some countries with emerging securities markets have sustained long periods of very high inflation or rapid fluctuation in inflation rates which can have negative effects on a country’s economy and securities markets.

Guaranteed Investment Contracts (Funding Agreements)

Guaranteed investment contracts, or funding agreements, are debt instruments issued by insurance companies. Pursuant to such contracts, a Fund may make cash contributions to a deposit fund of the insurance company’s general account. The insurance company then credits to a Fund payments at negotiated, floating or fixed interest rates. A Fund will purchase guaranteed investment contracts only from issuers that, at the time of purchase, meet certain credit and quality standards.

Investing in guaranteed investment contracts is subject to certain risks. In general, guaranteed investment contracts are not assignable or transferable without the permission of the issuing insurance companies, and an active secondary market does not exist for these investments. In addition, the issuer may not be able to pay the principal amount to a Fund on seven days notice or less, at which time the investment may be considered illiquid under applicable SEC regulatory guidance and subject to certain restrictions.

Illiquid Securities

Illiquid securities are defined by a Fund consistent with SEC staff’s current guidance and interpretations which provide that an illiquid security is an asset which may not be sold or disposed of in the ordinary course of business within seven days at approximately the value at which the Fund has valued the investment on its books. Some securities, such as those not registered under U.S. securities laws, cannot be sold in public transactions. Subject to its investment policies, a Fund may invest in illiquid investments and may invest in certain restricted securities that are deemed to be illiquid securities. The Fund has adopted a non-fundamental policy that provides that the Fund may not invest more than 10% of its net assets in illiquid securities. The Fund’s compliance with this policy is determined at the time of acquisition of a security. General market or financial conditions, or factors specific to one or more issuers, industries, sectors or categories of securities, may result in securities that were liquid when acquired becoming illiquid securities and vice versa and in the Fund exceeding the percentage limitation described above.

The degree of liquidity of any portfolio security held by the Fund may be a factor relevant to the value of a security. The percentage of illiquid securities in the Fund’s portfolio also may impact the Fund’s ability to pay redemption proceeds within the normal time period for payment stated in the Prospectus. In addition, large redemptions may cause the percentage of illiquid securities to increase if the Fund sells liquid securities to fund the redemptions.

Investments in Other Investment Companies

Investing in other investment companies may be a means by which a Fund seeks to achieve its investment objective. A Fund may invest in securities issued by other investment companies within the limits prescribed by the 1940 Act, the rules and regulations thereunder and any exemptive orders currently or in the future obtained by a Fund from the SEC.

The 1940 Act generally requires that a Fund limit its investments in another investment company or series thereof so that, as determined at the time a securities purchase is made: (i) no more than 5% of the value of its total assets will be invested in the securities of any one investment company; (ii) no more than 10% of the value of its total assets will be invested in the aggregate in securities of other investment companies; and (iii) no more than 3% of the outstanding voting stock of any one investment company or series thereof will be owned by a Fund or by companies controlled by the Fund. Such other investment companies may include ETFs, which are shares of publicly traded unit investment trusts, open-end funds or depositary receipts that seek to track the performance of specific indexes or companies in related industries.

 

14


Table of Contents

Investing in other investment companies is subject to certain risks. Although a Fund may derive certain advantages from being able to invest in shares of other investment companies, such as to be fully invested, there may be potential disadvantages. Investing in other investment companies may result in higher fees and expenses for a Fund and its shareholders. A shareholder may be charged fees not only on Fund shares held directly but also on the investment company shares that a Fund purchases.

In addition, investing in ETFs is subject to certain other risks. ETFs generally are subject to the same risks as the underlying securities the ETFs are designed to track as well as to the risks of the specific sector or industry to which the ETF relates. ETFs also are subject to the risk that their prices may not totally correlate to the prices of the underlying securities the ETFs are designed to track and the risk of possible trading halts due to market conditions or for other reasons.

Under the 1940 Act and rules and regulations thereunder, a Fund may purchase shares of other affiliated Columbia Funds, including the Money Market Funds, subject to certain conditions. Investing in affiliated Funds may present certain actual or potential conflicts of interest. For more information about such actual and potential conflicts of interest, see Investment Advisory and Other Services — Other Roles and Relationships of Bank of America and its Affiliates — Certain Conflicts of Interest.

Money Market Instruments

Money market instruments are high-quality, short-term debt obligations, which include: (i) bank obligations, including certificates of deposit, time deposits and bankers’ acceptances; (ii) funding agreements; (iii) repurchase agreements; (iv) obligations of the United States, foreign countries and supranational entities, and each of their subdivisions, agencies and instrumentalities; and (v) certain corporate debt securities, such as commercial paper, short-term corporate obligations and extendible commercial notes; (vi) participation interests; and (vii) municipal securities.

Investing in money market instruments is subject to certain risks. Money market instruments (other than certain U.S. Government obligations) are not backed or insured by the U.S. Government, its agencies or its instrumentalities. Accordingly, only the creditworthiness of an issuer, or guarantees of that issuer, support such instruments.

Mortgage-Backed Securities

Mortgage-backed securities are a type of asset-backed security and represent interests in, or debt instruments backed by, pools of underlying mortgages. In some cases, these underlying mortgages may be insured or guaranteed by the U.S. Government or its agencies. Mortgage-backed securities entitle the security holders to receive distributions that are tied to the payments made on the underlying mortgage collateral (less fees paid to the originator, servicer, or other parties, and fees paid for credit enhancement), so that the payments made on the underlying mortgage collateral effectively pass through to such security holders. Mortgage-backed securities are created when mortgage originators (or mortgage loan sellers who have purchased mortgage loans from mortgage loan originators) sell the underlying mortgages to a special purpose entity in a process called a securitization. The special purpose entity issues securities that are backed by the payments on the underlying mortgage loans, and have a minimum denomination and specific term. The securities, in turn, are either privately placed or publicly offered.

Mortgage-backed securities may be issued or guaranteed by GNMA, FNMA, or the Federal Home Loan Mortgage Corporation (also known as Freddie Mac or FHLMC), but also may be issued or guaranteed by other issuers, including private companies. GNMA is a government-owned corporation that is an agency of the U.S. Department of Housing and Urban Development. It guarantees, with the full faith and credit of the United States, full and timely payment of all monthly principal and interest on its mortgage-backed securities. FNMA is a private, shareholder-owned company that purchases both government-backed and conventional mortgages from lenders and securitizes them. FNMA is a congressionally chartered company, although neither its stock nor the securities it issues are insured or guaranteed by the U.S. Government. FHLMC is a publicly chartered agency that buys qualifying residential mortgages from lenders, “repackages” them and provides certain guarantees. FHLMC’s stock is owned by savings institutions across the United States and is held in trust by the Federal Home Loan Bank System. Mortgage-backed securities issued by FHLMC are not guaranteed as to timely payment of interest and principal by the U.S. Government.

 

15


Table of Contents

CMOs are debt obligations issued by special-purpose trusts, collateralized by underlying mortgage assets. Principal prepayments on underlying mortgage assets may cause the CMOs to be retired substantially earlier than their stated maturities or final distribution dates, resulting in a loss of all or part of the premium if any has been paid. Interest is paid or accrues on all classes of the CMOs on a periodic basis. The principal and interest payments on the underlying mortgage assets may be allocated among the various classes of CMOs in several ways. Typically, payments of principal, including any prepayments, on the underlying mortgage assets are applied to the classes in the order of their respective stated maturities or final distribution dates, so that no payment of principal is made on CMOs of a class until all CMOs of other classes having earlier stated maturities or final distribution dates have been paid in full.

Real estate mortgage investment conduits (REMICs) are entities that own mortgages and elect REMIC status under the Code and, like CMOs, issue debt obligations collateralized by underlying mortgage assets that have characteristics similar to those issued by CMOs.

Investing in mortgage-backed securities is subject to certain risks, including, among others, prepayment, market and credit risks. Prepayment risk reflects the risk that borrowers may prepay their mortgages more quickly than expected, which may affect the security’s average maturity and rate of return. Whether or not a mortgage loan is prepaid is almost entirely controlled by the borrower. Borrowers are most likely to exercise prepayment options at the time when it is least advantageous to investors, generally prepaying mortgages as interest rates fall, and slowing payments as interest rates rise. Besides the effect of prevailing interest rates, the rate of prepayment and refinancing of mortgages also may be affected by home value appreciation, ease of the refinancing process and local economic conditions, among other factors. Market risk reflects the risk that the price of a security may fluctuate over time. The price of mortgage-backed securities can be particularly sensitive to prevailing interest rates, the length of time the security is expected to be outstanding and the liquidity of the issue. In a period of unstable interest rates, there may be decreased demand for certain types of mortgage-backed securities, which in turn may decrease their value. Credit risk reflects the risk that a holder of mortgage-backed securities may not receive all or part of its principal because the issuer, any credit enhancer and/or the underlying mortgage borrower has defaulted on its obligations. Credit risk is increased for mortgage-backed securities that are backed by mortgages to so-called subprime borrowers (who may pose a greater risk of defaulting on their loans) or that are subordinated to another security (i.e., if the holder of a mortgage-backed security is entitled to receive payments only after payment obligations to holders of the other security are satisfied). The more deeply subordinated the security, the greater the credit risk associated with the security will be. Mortgage-backed securities issued by private issuers, whether or not such obligations are subject to guarantees by the private issuer, may entail greater risk than mortgage-backed securities guaranteed by the U.S. Government. The performance of mortgage-backed securities issued by private issuers generally depends on the financial health of those institutions.

Municipal Securities

Municipal securities include debt obligations issued by governmental entities to obtain funds for various public purposes, including the construction of a wide range of public facilities, the refunding of outstanding obligations, the payment of general operating expenses, and the extension of loans to public institutions and facilities. Municipal securities can be classified into two principal categories, including “general obligation” bonds and other securities and “revenue” bonds and other securities. General obligation bonds are secured by the issuer’s full faith, credit and taxing power for the payment of principal and interest. Revenue securities are payable only from the revenues derived from a particular facility or class of facilities or, in some cases, from the proceeds of a special excise tax or other specific revenue source, such as the user of the facility being financed. Municipal securities also may include “moral obligation” securities, which normally are issued by special purpose public authorities. If the issuer of moral obligation securities is unable to meet its debt service obligations from current revenues, it may draw on a reserve fund, the restoration of which is a moral commitment but not a legal obligation of the governmental entity that created the special purpose public authority.

Municipal securities may include municipal bonds, municipal notes and municipal leases. Municipal bonds are debt obligations of a governmental entity that obligate the municipality to pay the holder a specified sum of money at specified intervals and to repay the principal amount of the loan at maturity.

 

16


Table of Contents

Municipal notes may be issued by governmental entities and other tax-exempt issuers in order to finance short-term cash needs or, occasionally, to finance construction. Most municipal notes are general obligations of the issuing entity payable from taxes or designated revenues expected to be received within the relevant fiscal period. Municipal notes generally have maturities of one year or less. Municipal notes can be subdivided into two sub-categories: (i) municipal commercial paper and (ii) municipal demand obligations.

Municipal commercial paper typically consists of very short-term unsecured negotiable promissory notes that are sold, for example, to meet seasonal working capital or interim construction financing needs of a governmental entity or agency. While these obligations are intended to be paid from general revenues or refinanced with long-term debt, they frequently are backed by letters of credit, lending agreements, note repurchase agreements or other credit facility agreements offered by banks or institutions.

Municipal demand obligations can be subdivided into two general types: variable rate demand notes and master demand obligations. Variable rate demand notes are tax-exempt municipal obligations or participation interests that provide for a periodic adjustment in the interest rate paid on the notes. They permit the holder to demand payment of the notes, or to demand purchase of the notes at a purchase price equal to the unpaid principal balance, plus accrued interest either directly by the issuer or by drawing on a bank letter of credit or guaranty issued with respect to such note. The issuer of the municipal obligation may have a corresponding right to prepay at its discretion the outstanding principal of the note plus accrued interest upon notice comparable to that required for the holder to demand payment. The variable rate demand notes in which a Fund may invest are payable, or are subject to purchase, on demand usually on notice of seven calendar days or less. The terms of the notes generally provide that interest rates are adjustable at intervals ranging from daily to six months.

Master demand obligations are tax-exempt municipal obligations that provide for a periodic adjustment in the interest rate paid and permit daily changes in the amount borrowed. The interest on such obligations is, in the opinion of counsel for the borrower, excluded from gross income for federal income tax purposes (but not necessarily for alternative minimum tax purposes). Although there is no secondary market for master demand obligations, such obligations are considered by a Fund to be liquid because they are payable upon demand.

Municipal lease obligations are participations in privately arranged loans to state or local government borrowers. In general, such loans are unrated, in which case they will be determined by the Advisor to be of comparable quality at the time of purchase to rated instruments that may be acquired by a Fund. Frequently, privately arranged loans have variable interest rates and may be backed by a bank letter of credit. In other cases, they may be unsecured or may be secured by assets not easily liquidated. Moreover, such loans in most cases are not backed by the taxing authority of the issuers and may have limited marketability or may be marketable only by virtue of a provision requiring repayment following demand by the lender.

Although lease obligations do not constitute general obligations of the municipal issuer to which the government’s taxing power is pledged, a lease obligation ordinarily is backed by the government’s covenant to budget for, appropriate, and make the payments due under the lease obligation. However, certain lease obligations contain “non-appropriation” clauses that provide that the government has no obligation to make lease or installment purchase payments in future years unless money is appropriated for such purpose on a periodic basis. In the case of a “non-appropriation” lease, a Fund’s ability to recover under the lease in the event of non-appropriation or default likely will be limited to the repossession of the leased property in the event that foreclosure proves difficult.

Tender option bonds are municipal securities having relatively long maturities and bearing interest at a fixed interest rate substantially higher than prevailing short-term tax-exempt rates that is coupled with the agreement of a third party, such as a bank, broker/dealer or other financial institution, to grant the security holders the option, at periodic intervals, to tender their securities to the institution and receive the face value thereof. The financial institution receives periodic fees equal to the difference between the municipal security’s coupon rate and the rate that would cause the security to trade at face value on the date of determination.

 

17


Table of Contents

Investing in municipal securities is subject to certain risks. There are variations in the quality of municipal securities, both within a particular classification and between classifications, and the rates of return on municipal securities can depend on a variety of factors, including general money market conditions, the financial condition of the issuer, general conditions of the municipal bond market, the size of a particular offering, the maturity of the obligation, and the rating of the issue. The ratings of NRSROs represent their opinions as to the quality of municipal securities. It should be emphasized, however, that these ratings are general and are not absolute standards of quality, and municipal securities with the same maturity, interest rate, and rating may have different rates of return while municipal securities of the same maturity and interest rate with different ratings may have the same rate of return.

The payment of principal and interest on most municipal securities purchased by a Fund will depend upon the ability of the issuers to meet their obligations. An issuer’s obligations under its municipal securities are subject to the provisions of bankruptcy, insolvency, and other laws affecting the rights and remedies of creditors, such as the United States Bankruptcy Code. The power or ability of an issuer to meet its obligations for the payment of interest on and principal of its municipal securities may be materially adversely affected by litigation or other conditions.

There are particular considerations and risks relevant to investing in a portfolio of a single state’s municipal securities, such as the greater risk of the concentration of portfolio holdings.

The Fund purchases municipal securities whose interest, in the opinion of bond counsel for the borrower, is ordinarily excluded from gross income for federal income tax purposes. The opinion of bond counsel may assert that such interest is not an item of tax preference for the purposes of the alternative minimum tax or is exempt from certain state or local taxes. There is no assurance that applicable taxing authorities will agree with this opinion. In the event, for example, that the IRS determines that an issuer does not comply with relevant tax requirements, interest payments from a security could become federally taxable, possibly retroactively to the date the security was issued. As a shareholder of the Fund, you may be required to file an amended tax return as a result reporting such income as taxable.

The Supreme Court has agreed to review an appeal of a state-court decision that might significantly affect how states tax in-state and out-of-state municipal bond funds. If the Supreme Court determines that the U.S. Constitution prohibits states from treating the interest income on in-state municipal bonds differently from the income on out-of-state municipal bonds for state income tax purposes, most states likely will revisit the way in which they treat the interest on municipal bonds. This has the potential to cause a decline in the value of any municipal securities held by the Fund which, in turn, would reduce the value of the Fund’s shares. The Supreme Court heard oral arguments in the case in November 2007.

Participation Interests

Participation interests (also called pass-through certificates or securities) represent an interest in a pool of debt obligations, such as municipal bonds or notes, that have been “packaged” by an intermediary, such as a bank or broker/dealer. Participation interests typically are issued by partnerships or trusts through which a Fund receives principal and interest payments that are passed through to the holder of the participation interest from the payments made on the underlying debt obligations. The purchaser of a participation interest receives an undivided interest in the underlying debt obligations. The issuers of the underlying debt obligations make interest and principal payments to the intermediary, as an initial purchaser, which are passed through to purchasers in the secondary market, such as a Fund. Mortgage-backed securities are a common type of participation interest.

Loan participations also are a type of participation interest. Loan participations are interests in loans that are administered by a lending bank or agent for a syndicate of lending banks and sold by the bank or syndicate members.

Investing in participation interests is subject to certain risks. Participation interests generally are subject to the credit risk associated with the underlying borrowers. If the underlying borrower defaults, a Fund may be subject to delays, expenses and risks that are greater than those that would have been involved if a Fund had

 

18


Table of Contents

purchased a direct obligation of the borrower. A Fund also may be deemed a creditor of the lending bank or syndicate members and be subject to the risk that the lending bank or syndicate members may become insolvent.

Repurchase Agreements

Repurchase agreements are agreements under which a Fund acquires a security for a relatively short period of time subject to the obligation of a seller to repurchase and a Fund to resell such security at a fixed time and price (representing a Fund’s cost plus interest). Repurchase agreements also may be viewed as loans made by a Fund that are collateralized by the securities subject to repurchase. A Fund typically will enter into repurchase agreements only with commercial banks, registered broker/dealers and the Fixed Income Clearing Corporation, and only with respect to the highest quality securities, such as U.S. Government obligations. Such transactions are monitored to ensure that the value of the underlying securities will be at least equal at all times to the total amount of the repurchase obligation, including any accrued interest.

Repurchase agreements generally are subject to counterparty risk. If a counterparty defaults, a Fund could realize a loss on the sale of the underlying security to the extent that the proceeds of the sale and accrued interest are less than the resale price provided in the repurchase agreement including interest. In addition, if a seller becomes involved in bankruptcy or insolvency proceedings, a Fund may incur delays and costs in selling the underlying security, or may suffer a loss of principal and interest if, for example, a Fund is treated as an unsecured creditor and is required to return the underlying collateral to the seller or its assigns.

Reverse Repurchase Agreements

Reverse repurchase agreements are agreements under which a Fund sells a security subject to the obligation of a buyer to resell and a Fund to repurchase such security at a fixed time and price. Reverse repurchase agreements also may be viewed as borrowings made by a Fund.

Reverse repurchase agreements involve the risk that the market value of the securities a Fund is obligated to repurchase under the agreement may decline below the repurchase price. In the event the buyer of securities under a reverse repurchase agreement files for bankruptcy or becomes insolvent, a Fund’s use of proceeds of the agreement may be restricted pending a determination by the other party, or its trustee or receiver, whether to enforce a Fund’s obligation to repurchase the securities. In addition, reverse repurchase agreements are techniques involving leverage, and are subject to asset coverage requirements. Under the requirements of the 1940 Act, a Fund is required to maintain an asset coverage (including the proceeds of the borrowings) of at least 300% of all borrowings.

Stripped Securities

Stripped securities are securities that evidence ownership in either the future interest or principal payments on an instrument. There are many different types and variations of stripped securities. For example, separately traded interest and principal securities, or STRIPS, can be component parts of a U.S. Treasury security where the principal and interest components are traded independently through DTC, a clearing agency registered pursuant to Section 17A of the Securities Exchange Act of 1934, as amended, and created to hold securities for its participants, and to facilitate the clearance and settlement of securities transactions between participants through electronic computerized book-entries, thereby eliminating the need for physical movement of certificates. TIGRS are Treasury securities stripped by brokers. Stripped mortgage-backed securities, or SMBS, also can be issued by the U.S. Government or its agencies.

SMBS usually are structured with two or more classes that receive different proportions of the interest and principal distributions from a pool of mortgage-backed assets. Common types of SMBS will be structured so that one class receives some of the interest and most of the principal from the mortgage-backed assets, while another class receives most of the interest and the remainder of the principal.

 

19


Table of Contents

Investing in stripped securities is subject to certain risks. If the underlying obligations experience greater than anticipated prepayments of principal, a Fund may fail fully to recoup its initial investment in such securities. The market value of the class consisting primarily or entirely of principal payments can be especially volatile in response to changes in interest rates. The rates of return on a class of SMBS that receives all or most of the interest are generally higher than prevailing market rates of return on other mortgage-backed obligations because their cash flow patterns also are volatile and there is a greater risk that the initial investment will not be recouped fully.

U.S. Government and Related Obligations

U.S. Government obligations include U.S. Treasury obligations and securities issued or guaranteed by various agencies of the U.S. Government or by various instrumentalities which have been established or sponsored by the U.S. Government. U.S. Treasury obligations and securities issued or guaranteed by various agencies of the U.S. Government differ in their interest rates, maturities and time of issuance, as well as with respect to whether they are guaranteed by the U.S. Government.

Investing in U.S. Government and related obligations is subject to certain risks. While U.S. Treasury obligations are backed by the “full faith and credit” of the U.S. Government, securities issued or guaranteed by federal agencies and U.S. Government-sponsored instrumentalities may or may not be backed by the full faith and credit of the U.S. Government. These securities may be supported by the ability to borrow from the U.S. Treasury or only by the credit of the issuing agency or instrumentality and, as a result, may be subject to greater credit risk than securities issued or guaranteed by the U.S. Treasury. Obligations of U.S. Government agencies, authorities, instrumentalities and sponsored enterprises historically have involved limited risk of loss of principal if held to maturity. However, no assurance can be given that the U.S. Government would provide financial support to any of these entities if it is not obligated to do so by law.

Variable- and Floating-Rate Obligations

Variable- and floating-rate obligations provide for periodic adjustments in the interest rate and, under certain circumstances, varying principal amounts. Unlike a fixed interest rate, a variable, or floating, rate is one that rises and declines based on the movement of an underlying index of interest rates and may pay interest at rates that are adjusted periodically according to a specified formula.

Investing in variable- and floating-rate obligations is subject to certain risks. Variable- and floating-rate obligations may involve direct lending arrangements between the purchaser and the issuer and there may be no active secondary market, making it difficult to resell such obligations to a third party. Variable- and floating-rate obligations also may be subject to interest rate and credit risks. Changes in interest rates can affect the rate of return on such obligations. If an issuer of a variable- or floating rate obligation defaults, the Fund could sustain a loss to the extent of such default. The Advisor, on behalf of the Fund, considers on an ongoing basis the creditworthiness of the issuers of the floating and variable rate demand obligations in such Fund’s portfolios.

Borrowings

The Fund has a fundamental policy with respect to borrowing that can be found under the heading About the Fund’s Investments — Fundamental and Non-Fundamental Investment Policies. Specifically, the Fund may not borrow money or issue senior securities except to the extent permitted by the 1940 Act, the rules and regulations thereunder and any exemptive relief obtained by the Fund. In general, pursuant to the 1940 Act, the Fund may borrow money only from banks in an amount not exceeding 33 1/3% of its total assets (including the amount borrowed) less liabilities (other than borrowings). Any borrowings that come to exceed this amount must be reduced within three days (not including Sundays and holidays) to the extent necessary to comply with the 33 1/3% limitation.

 

20


Table of Contents

The Fund participates in an uncommitted line of credit (Line of Credit). Any advance under the Line of Credit is contemplated primarily for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely sale of portfolio securities. It is possible that the Fund may wish to borrow money under the uncommitted line of credit for a temporary or emergency purpose but may not be able to do so.

As noted above under the heading About the Fund’s Investments — Exemptive Orders, pursuant to an exemptive order from the SEC, the Fund may, subject to certain conditions, borrow money from other funds in the Columbia Funds Family for temporary emergency purposes in order to facilitate redemption requests, or for other purposes consistent with Fund investment policies and restrictions. All loans are set at an interest rate between the rates charged on overnight repurchase agreements and short-term bank loans.

Lending Securities

Securities lending refers to the lending of the Fund’s portfolio securities. Subject to its investment policies described above and in the Prospectus, the Fund may make secured loans of its portfolio securities to broker/dealers and other institutional investors. Securities loans are made pursuant to agreements that require that loans be secured continuously by collateral in cash or short-term debt obligations at least equal to the value of the securities loaned. The Fund retains all or a portion of the interest received on investment of cash collateral, or receives a fee from the borrower where collateral is provided in the form of short-term debt obligations. A borrower will pay to the Fund an amount equal to any dividends or interest received on securities loaned, but the Fund typically will pay for lending fees and related expenses from interest earned on investments of cash collateral. Although voting rights, or rights to consent, with respect to loaned securities pass to a borrower, the Fund retains the right to call the loans at any time on reasonable notice, and may do so in order to vote upon matters affecting, or to sell, the loaned securities.

Engaging in securities lending is subject to certain risks, including counterparty risk, which is the risk that the counterparty to a transaction could default. There also is a risk of possible delay in the recovery of loaned securities or possible loss of rights in the collateral if a borrower fails financially.

Temporary Defensive Positions

The Fund may temporarily invest in money market instruments or hold cash while it is investing defensively. It may do so without limit, when the Advisor: (i) believes that the market conditions are not favorable for profitable investing; (ii) is unable to locate favorable investment opportunities; or (iii) determines that a temporary defensive position is advisable or necessary in order to meet anticipated redemption requests, or for other reasons. While the Fund engages in such strategies, it may not achieve its investment objective.

See also About the Fund’s Investments — Permissible Investments and Related Risks—Money Market Instruments.

Portfolio Turnover

A change in the securities held by the Fund is known as “portfolio turnover.” High portfolio turnover (e.g., over 100%) involves correspondingly greater expenses to the Fund, including brokerage commissions or dealer mark-ups and other transaction costs on the sale of securities and reinvestments in other securities. Such sales may also result in adverse tax consequences to the Fund’s shareholders. The trading costs and tax effects associated with portfolio turnover may adversely affect the Fund’s performance.

Disclosure of Portfolio Information

The Board has adopted policies and procedures with respect to the disclosure of the Columbia Funds’ portfolio holdings. These policies and procedures are designed to ensure that disclosure of information regarding

 

21


Table of Contents

the Columbia Funds’ portfolio securities is in the best interests of Columbia Fund shareholders and to address conflicts between the interests of Columbia Fund shareholders, on the one hand, and those of the Advisor, the Distributor or any affiliated person of a Columbia Fund, on the other. These policies and procedures provide that Columbia Funds portfolio holdings information generally may not be disclosed to any party prior to the earlier of: (i) the business day next following the posting of such information on the Columbia Funds’ website, if applicable, or (ii) the time a Columbia Fund discloses the information in a publicly available SEC filing required to include such information. Certain limited exceptions that have been approved consistent with the policies and procedures are described below. The board will be updated as needed regarding compliance with these policies and procedures. The policies and procedures prohibit the Advisor and the Columbia Funds’ other service providers from entering into any agreement to disclose Columbia Fund portfolio holdings information in exchange for any form of consideration. These policies and procedures apply to all categories of Columbia Funds and include some variations tailored to the different categories of Columbia Funds. Accordingly, some of the provisions described below do not apply to the Columbia Fund(s) covered by this SAI. The Advisor also has adopted policies and procedures to monitor for compliance with these portfolio holdings disclosure policies and procedures.

Public Disclosures

The Columbia Funds’ portfolio holdings are currently disclosed to the public through required filings with the SEC and on the Columbia Funds’ website. This information is available on the Columbia Funds’ website as described below.

 

   

For equity, convertible, balanced and asset allocation Columbia Funds, a complete list of portfolio holdings as of a month-end is posted approximately 30 calendar days after such month-end.

 

   

For small cap and specialty Columbia Funds, a complete list of portfolio holdings as of a month-end is posted approximately 30 calendar days after such month-end.

 

   

For fixed income Columbia Funds, a complete list of portfolio holdings as of a fiscal quarter-end is posted approximately 60 calendar days after such quarter-end.

 

   

For Money Market Funds, a complete list of portfolio holdings as of a month-end is posted approximately 5 business days after such month-end.

Certain Columbia Funds also disclose their largest holdings, as a percent of the market values of the Columbia Funds’ portfolios, as of a month-end on their website, generally within 15 calendar days after such month-end. In general, the equity Columbia Funds post their largest 10-15 holdings, the balanced Columbia Funds post their largest 5 equity holdings, and certain fixed income Columbia Funds post their top 5-15 holdings.

The Funds may also disclose more current portfolio holdings information as of specified dates on the Columbia Funds’ website.

The scope of the information that is made available on the Columbia Funds website pursuant to the Columbia Funds policies relating to a Columbia Fund’s portfolio may change from time to time without prior notice.

The Columbia Funds file their portfolio holdings with the SEC for each fiscal quarter on Form N-CSR (with respect to each annual period and semi-annual period) and Form N-Q (with respect to the first and third quarters of each Columbia Fund’s fiscal year). Shareholders may obtain each Columbia Fund’s Form N-CSR and N-Q filings on the SEC’s website at www.sec.gov, a link to which is provided on the Columbia Funds website. In addition, each Columbia Fund’s Form N-CSR and N-Q filings may be reviewed and copied at the SEC’s public reference room in Washington, D.C. You may call the SEC at 800.SEC.0330 for information about the SEC’s website or the operation of the public reference room.

With respect to variable insurance trusts in the Columbia Funds Family, holdings information is disclosed no earlier than the time such information is filed in a publicly available SEC filing required to include such information.

 

22


Table of Contents

The Columbia Funds, the Advisor and their affiliates may include portfolio holdings information that already has been made public through a website posting or SEC filing in marketing literature and other communications to shareholders, advisors or other parties, provided that the information is disclosed no earlier than the business day after the date the information is disclosed publicly on the Columbia Funds website or no earlier than the time a Columbia Fund files such information in a publicly available SEC filing required to include such information.

Other Disclosures

The Columbia Funds’ policies and procedures provide that no disclosures of the Columbia Funds’ portfolio holdings may be made prior to the portfolio holdings information being made public unless (i) the Columbia Funds have a legitimate business purpose for making such disclosure, (ii) the Columbia Funds’ President and Chief Executive Officer authorizes such non-public disclosure of information, and (iii) the party receiving the non-public information enters into an appropriate confidentiality agreement or is otherwise subject to a confidentiality obligation.

In determining the existence of a legitimate business purpose for making portfolio disclosures, the following factors, among others, are considered: (i) any prior disclosure must be consistent with the anti-fraud provisions of the federal securities laws and the fiduciary duties of the Advisor; (ii) any conflicts of interest between the interests of Columbia Fund shareholders, on the one hand, and those of the Advisor, the Distributor or any affiliated person of a Columbia Fund, on the other; and (iii) any prior disclosure to a third party, although subject to a confidentiality agreement, would not make conduct lawful that otherwise is unlawful.

In addition, the Columbia Funds periodically disclose their portfolio information on a confidential basis to various service providers that require such information to assist the Columbia Funds with their day-to-day business affairs. In addition to the Advisor and its affiliates, these service providers include each Columbia Fund’s sub-advisor(s) (if any), the Columbia Funds’ independent registered public accounting firm, legal counsel, financial printers, proxy solicitor and proxy voting service provider, as well as ratings agencies that maintain ratings on certain Columbia Funds. These service providers are required to keep such information confidential, and are prohibited from trading based on the information or otherwise using the information except as necessary in providing services to the Columbia Funds. The Columbia Funds also may disclose portfolio holdings information to broker/dealers and certain other entities in connection with potential transactions and management of the Columbia Funds, provided that reasonable precautions, including limitations on the scope of the portfolio holdings information disclosed, are taken to avoid any potential misuse of the disclosed information.

The Columbia Funds currently have ongoing arrangements with certain approved recipients with respect to the disclosure of portfolio holdings information prior to such information being made public. Portfolio holdings information disclosed to such recipients is current as of the time of its disclosure, is disclosed to each recipient solely for purposes consistent with the services described below and has been authorized by the Columbia Funds’ President and Chief Executive Officer. These special arrangements are described in the table below.

 

23


Table of Contents

Ongoing Portfolio Holdings Disclosure Arrangements

 

IDENTITY OF RECIPIENT

  

COMPENSATION/

CONSIDERATION

RECEIVED

  

CONDITIONS/RESTRICTIONS

ON USE OF INFORMATION

  

FREQUENCY
OF
DISCLOSURE

Electra Information Systems    None    Use for trade reconciliation purposes.    Daily

Standard & Poor’s

   None    Use to maintain ratings for certain Money Market Funds.    Weekly
InvestorTools, Inc.    None    Access granted solely for the purpose of testing back office conversion of trading systems.    Real time

ING Insurance Company

   None    Access granted for specific Columbia Funds for ING’s creation of client/shareholder materials. ING may not distribute materials until the holdings information is made public.    Quarterly
Glass-Lewis & Co.    None    Access in connection with testing the firm’s proxy services.    Daily
CMS Bondedge    None    Access when assisting in resolving technical difficulties with application used by the Advisor’s Fixed Income Portfolio Management team as an analytical and trading tool.    Ad hoc
Linedata Services, Inc.    None    Access when assisting in resolving technical difficulties with the software for the LongView Trade Order Management System.    Ad hoc
JP Morgan    None    Access to provide the Advisor’s High Yield portfolio management team with peer group analysis reports for purposes of analyzing the portfolio.    Monthly
Malaspina Communications    None    Use to facilitate writing, publishing and mailing Columbia Fund shareholder reports and communications including shareholder letter and management’s discussion of Columbia Fund performance.    Quarterly
Data Communique    None    Use to automate marketing materials. Vendor receives top holdings information to populate data in fact sheet templates.    Quarterly

 

24


Table of Contents

Ongoing Portfolio Holdings Disclosure Arrangements

 

IDENTITY OF RECIPIENT

  

COMPENSATION/

CONSIDERATION

RECEIVED

  

CONDITIONS/RESTRICTIONS

ON USE OF INFORMATION

  

FREQUENCY
OF
DISCLOSURE

Evare LLP    None    Use for standardizing and reformatting data according to the Advisor’s specifications for use in the reconciliation process.    Daily
Factset Data Systems, Inc.    None    Use for provision of quantitative analytics, charting and fundamental data to the Advisor.    Daily
RR Donnelley/WE Andrews    None    Access as printers for the Columbia Funds’ prospectuses, supplements, SAIs, fact sheets and brochures.    Monthly
Merrill and Bowne    None    Access as printers for the Columbia Funds’ prospectuses, supplements and SAIs.    Monthly
Merrill Corporation    None    Use to provide fulfillment of the Columbia Funds’ prospectuses, supplements, SAIs and sales materials.    Monthly
Citigroup    None    Access when assisting in resolving technical difficulties with Yield Book, an analytic software program that the Advisor uses to perform ongoing risk analysis and management of certain fixed income Columbia Funds and fixed income separately managed accounts.    Daily
Mellon Analytical Solutions    None    Use to provide portfolio characteristics to assist in performance reviews and reporting.    Monthly
Eagle Investment Systems Corp./ FT Interactive Systems Corp    None    Eagle is the Portfolio Accounting System for Causeway Capital Management LLC, the investment sub-advisor to certain of the Columbia Funds (Causeway).    Daily
Bloomberg Trade Order Management System    None    Bloomberg is the portfolio trading system for Causeway; holdings data needs is loaded into Bloomberg.    Daily

 

25


Table of Contents

Ongoing Portfolio Holdings Disclosure Arrangements

 

IDENTITY OF RECIPIENT

  

COMPENSATION/

CONSIDERATION

RECEIVED

  

CONDITIONS/RESTRICTIONS

ON USE OF INFORMATION

  

FREQUENCY
OF
DISCLOSURE

Institutional Shareholder Services (ISS)    None    ISS is a proxy voting research and record keeping service used by Causeway to vote proxies for certain of the Columbia Funds. ISS needs the portfolio holdings to provide Causeway with proxy ballots, research and record keeping services so that Causeway may timely and accurately vote and record proxies for certain of the Columbia Funds.    Daily
Cogent Consulting LLC    None    To facilitate the evaluation of commission rates and to provide flexible commission reporting.    Daily
Moody’s    None    Ongoing portfolio surveillance for ratings they maintain on the Money Market Funds.    Monthly

 

26


Table of Contents

INVESTMENT ADVISORY AND OTHER SERVICES

The Advisor and Investment Advisory Services

The Advisor (which is also the Administrator) has been a registered investment advisor since 1995. The Advisor is a wholly owned subsidiary of Columbia Management Group, LLC, which is the primary investment division of Bank of America. The Advisor and Columbia Management Group, LLC are located at 100 Federal Street, Boston MA 02110.

Services Provided

Pursuant to the terms of the Investment Advisory Agreement, the Advisor is responsible for the overall management and supervision of the investment management of the Fund. The Advisor performs its duties subject at all times to the control of the Board and in conformity with the stated policies of the Fund.

The Investment Advisory Agreement generally provides that in the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of the Advisor’s obligations or duties thereunder, the Advisor shall not be subject to liability to the Trust or to the Fund for any act or omission in the course of, or connected with, rendering services thereunder.

The Investment Advisory Agreement became effective with respect to the Fund after approval by the Board, and after an initial two year period, continues from year to year, provided that such continuation of the Investment Advisory Agreement is specifically approved at least annually by the Board, including its Independent Trustees. The Investment Advisory Agreement terminates automatically in the event of its assignment, and is terminable with respect to the Fund at any time without penalty by the Trust (by vote of the Board or by vote of a majority of the outstanding voting securities of the Fund) or by the Advisor on 60 days’ written notice.

The Advisor pays all salaries of officers of the Trust, except for the CCO, a portion of whose salary is paid by the Columbia Funds. The Trust pays all expenses not assumed by the Advisor including, but not limited to, auditing, legal, custodial, shareholder servicing and shareholder reporting expenses. The Trust pays the cost of printing and mailing Fund prospectuses to shareholders. The Distributor pays the cost of printing and distributing all other prospectuses.

Advisory Fee Rates

The Fund pays the Advisor an annual fee for its investment advisory services, as set forth in the Investment Advisory Agreement, and as shown in the section entitled Management of the Fund — Primary Service Providers in the Fund’s prospectus. The fee is calculated as a percentage of the average daily net assets of the Fund and is paid monthly. The Advisor also may pay amounts from its own assets to the Distributor and/or to selling and/or servicing agents for services they provide.

Advisory Fees Paid by the Fund

The Fund paid total advisory fees as follows:

 

     Fiscal Year ended
March 31, 2008
   Fiscal Year ended
March 31, 2007
   Fiscal Year ended
March 31, 2006

Daily Cash Reserves

   $ 2,965,337    $ 3,375,831    $ 3,938,657

The following advisory fees were waived/reimbursed:

 

     Fiscal Year ended
March 31, 2008
   Fiscal Year ended
March 31, 2007
   Fiscal Year ended
March 31, 2006

Daily Cash Reserves

   $ 964,785    $ 1,811,067    $ 2,481,701

 

27


Table of Contents

The Administrator

Columbia Management Advisors, LLC (which is also the Advisor) serves as Administrator of the Fund.

Services Provided

Pursuant to the terms of the Administration Agreement, the Administrator has agreed to, among other things, (i) provide office space, equipment and clerical personnel; (ii) arrange, if desired by the Trust, for its directors, officers and employees to serve as Trustees, officers or agents of the Fund; (iii) prepare and, if applicable, file all documents required for compliance by the Fund with applicable laws and regulations; (iv) prepare agendas and supporting documents for and minutes of meetings of Trustees, committees of Trustees and shareholders; (v) coordinate and oversee the activities of the Fund’s other third party service providers; and (vi) maintain certain books and records of the Fund.

Administration Fee Rates and Fees Paid

The Administrator receives fees as compensation for its services, which are computed daily and paid monthly, at the annual rates shown in the table below.

Administration Fee Rates

 

Fund

   Administration Fee Rate, as a% of
Average Daily Net Assets

Daily Cash Reserves

   0.15%

Administration Fees Paid by the Fund*

The Fund paid total administration fees as follows:

 

     Fiscal Year ended
March 31, 2008
   Fiscal Year ended
March 31, 2007
   Fiscal Year ended
March 31, 2006

Daily Cash Reserves

   $ 1,706,133    $ 2,037,855    $ 2,379,752

The following administration fees were waived:

 

      Fiscal Year ended
March 31, 2008
   Fiscal Year ended
March 31, 2007
   Fiscal Year ended
March 31, 2006

Daily Cash Reserves

   $ 445,518    $ 10,503    $ 0

 

* Until 9/16/07, these fees were inclusive of bookkeeping fees paid to the Predecessor Fund’s service providers.

Pricing and Bookkeeping Services

State Street Bank and Trust Company is responsible for providing certain pricing and bookkeeping services to the Fund. Columbia Management Advisors, LLC is responsible for overseeing the performance of these services and for certain other services.

Services Provided

The Fund has entered into a Financial Reporting Services Agreement with State Street Bank and Trust Company and Columbia Management Advisors, LLC (the Financial Reporting Services Agreement) pursuant to which State Street Bank and Trust Company provides financial reporting services to the Fund. Also the Fund has entered into an Accounting Services Agreement with State Street Bank and Trust Company and Columbia Management Advisors, LLC (collectively with the Financial Reporting Services Agreement, the State Street

 

28


Table of Contents

Agreements) pursuant to which State Street Bank and Trust Company provides accounting services to the Fund. Under the State Street Agreements, the Fund pays State Street Bank and Trust Company an annual fee of $38,000 paid monthly plus a monthly fee based on an annualized percentage rate of average daily net assets of the Fund for the month. The aggregate fee for the Fund during any year shall not exceed $140,000 annually (exclusive of out-of-pocket expenses and charges). The Fund also reimburses State Street Bank and Trust Company for certain out-of-pocket expenses and charges.

The Fund has entered into a Pricing and Bookkeeping Oversight and Services Agreement (the Services Agreement) with Columbia Management Advisors, LLC. Under the Services Agreement, Columbia Management Advisors, LLC provides services related to Fund expenses and the requirements of the Sarbanes-Oxley Act of 2002, and provides oversight of the accounting and financial reporting services provided by State Street Bank and Trust Company. Under the Services Agreement, the Fund reimburses Columbia Management Advisors, LLC for out-of-pocket expenses and charges, including fees payable to third parties, such as for pricing the Fund’s portfolio securities, incurred by Columbia Management Advisors, LLC in the performance of services under the Services Agreement.

Pricing and Bookkeeping Fees Paid

 

Fund

   Fiscal Year ended
March 31, 2008
   Fiscal Year ended
March 31, 2007
   Fiscal Year ended
March 31, 2006

Daily Cash Reserves

        

Amount Paid to Columbia Management Advisors, LLC

   $ 5,746    $ 0    $ 0

Amount Paid to State Street Bank and Trust Company

   $ 79,982    $ 0    $ 0

The Principal Underwriter/Distributor

Columbia Management Distributors, Inc. is the principal underwriter and distributor of the shares of the Fund. Its address is: One Financial Center, Boston, MA 02111.

Distribution Obligations

Pursuant to a Distribution Agreement, the Distributor, as agent, sells shares of the Fund on a continuous basis and transmits purchase and redemption orders that it receives to the Trust or the Transfer Agent. Additionally, the Distributor has agreed to use appropriate efforts to solicit orders for the sale of shares and to undertake advertising and promotion as it believes appropriate in connection with such solicitation. Pursuant to the Distribution Agreement, the Distributor, at its own expense, finances those activities which are primarily intended to result in the sale of shares of the Fund, including, but not limited to, advertising, compensation of underwriters, dealers and sales personnel, the printing of prospectuses to other than existing shareholders, and the printing and mailing of sales literature.

The Distribution Agreement became effective with respect to the Fund after approval by its Board, and continues from year to year, provided that such continuation of the Distribution Agreement is specifically approved at least annually by the Board, including its Independent Trustees. The Distribution Agreement terminates automatically in the event of its assignment, and is terminable with respect to the Fund at any time without penalty by the Trust (by vote of the Board or by vote of a majority of the outstanding voting securities of the Fund) or by the Distributor on 60 days’ written notice.

 

LOGO    Other Roles and Relationships of Bank of America and its Affiliates — Certain Conflicts of Interest

As described above in the Investment Advisory and Other Services section of this SAI and in the Prospectus, the Advisor, Administrator, Distributor and Transfer Agent, all affiliates of Bank of America, receive compensation from the Fund for the various services they provide to the Fund. Additional information as to the

 

29


Table of Contents

specific terms regarding such compensation is set forth in these affiliated service providers’ contracts with the Fund, each of which typically is included as an exhibit to Part C of the Fund’s registration statement.

In many instances, the compensation paid to the Advisor and other Bank of America affiliates for the services they provide to the Fund’s is based, in some manner, on the size of the Fund’s assets under management. As the size of the Fund’s assets under management grows, so does the amount of compensation paid to the Advisor and other Bank of America affiliates for providing services to the Fund. This relationship between Fund assets and affiliated service provider compensation may create economic and other conflicts of interests of which Fund investors should be aware. These potential conflicts of interest, as well as additional ones, are discussed in detail below and also are addressed in other disclosure materials, including the Fund’s Prospectus. These conflicts of interest also are highlighted in account documentation and other disclosure materials of Bank of America affiliates that make available or offer the Columbia Funds as investments in connection with their respective products and services. In addition, Part 1A of the Advisor’s Form ADV, which it must file with the SEC as an investment advisor registered under the Investment Advisers Act of 1940, provides information about the Advisor’s business, assets under management, affiliates and potential conflicts of interest. Part 1A of the Advisor’s Form ADV is available online through the SEC’s website at www.adviserinfo.sec.gov.

Additional actual or potential conflicts of interest and certain investment activity limitations that could affect the Fund may arise from the financial services activities of Bank of America and its affiliates, including the investment advisory/management services it provides for clients and customers other than the Fund. In this regard, Bank of America is a major financial services company, engaged in a wide range of financial activities beyond the mutual fund-related activities of the Advisor, including, among others, commercial banking, investment banking, broker/dealer (sales and trading), asset management, insurance and other financial activities. The broad range of financial services activities of Bank of America and its affiliates may involve multiple advisory, transactional, lending, financial and other interests in securities and other instruments, and in companies, that may be bought, sold or held by the Fund. The following describes certain actual and potential conflicts of interest that may be presented.

Actual and Potential Conflicts of Interest Related to the Investment Advisory/Management Activities of Bank of America and its Affiliates in Connection With Other Advised/Managed Funds and Accounts

The Advisor and other affiliates of Bank of America may advise or manage funds and accounts other than the Fund. In this regard, Bank of America and its affiliates may provide investment advisory/management and other services to other advised/managed funds and accounts that are similar to those provided to the Fund. The Advisor and Bank of America’s other investment advisor affiliates (including Columbia Wanger Asset Management, L.P.) will give advice to and make decisions for all advised/managed funds and accounts, including the Fund, as they believe to be in that fund’s and/or account’s best interests, consistent with their fiduciary duties. The Fund and the other advised/managed funds and accounts of Bank of America and its affiliates are separately and potentially divergently managed, and there is no assurance that any investment advice Bank of America and its affiliates give to other advised/managed funds and accounts will also be given simultaneously or otherwise to the Fund.

A variety of other actual and potential conflicts of interest may arise from the advisory relationships of the Advisor and other Bank of America affiliates with other clients and customers. Advice given to the Fund and/or investment decisions made for the Fund by the Advisor or other Bank of America affiliates may differ from, or may conflict with, advice given to and/or investment decisions made for other advised/managed funds and accounts. As a result, the performance of the Fund may differ from the performance of other funds or accounts advised/managed by the Advisor or other Bank of America affiliates. Similarly, a position taken by Bank of America and its affiliates, including the Advisor, on behalf of other funds or accounts may be contrary to a position taken on behalf of the Fund. Moreover, Bank of America and its affiliates, including the Advisor, may take a position on behalf of other advised/managed funds and accounts, or for their own proprietary accounts, that is adverse to companies or other issuers in which the Fund is invested. For example, the Fund may hold equity securities of a company while another advised/managed fund or account may hold debt securities of the

 

30


Table of Contents

same company. If the portfolio company were to experience financial difficulties, it might be in the best interest of the Fund for the company to reorganize while the interests of the other advised/managed fund or account might be better served by the liquidation of the company. This type of conflict of interest could arise as the result of circumstances that cannot be generally foreseen within the broad range of investment advisory/management activities in which Bank of America and its affiliates engage.

Investment transactions made on behalf of other funds or accounts advised/managed by the Advisor or other Bank of America affiliates also may have a negative effect on the value, price or investment strategies of the Fund. For example, this could occur if another advised/managed fund or account implements an investment decision ahead of, or at the same time as, a Fund and causes the Fund to experience less favorable trading results than it otherwise would have experienced based on market liquidity factors. In addition, the other funds and accounts advised/managed by the Advisor and other Bank of America affiliates, including the other Columbia Funds, may have the same or very similar investment objective and strategies as the Fund. In this situation, the allocation of, and competition for, investment opportunities among the Fund and other funds and/or accounts advised/managed by the Advisor or other Bank of America affiliates may create conflicts of interest especially where, for example, limited investment availability is involved. The Advisor has adopted policies and procedures addressing the allocation of investment opportunities among the Fund and other funds and accounts advised by the Advisor and other affiliates of Bank of America. For more information, see Investment Advisory and Other Services — The Advisor and Investment Advisory Services — Portfolio Manager(s) — The Advisor’s Portfolio Managers and Potential Conflicts of Interests.

Sharing of Information among Advised/Managed Accounts

Bank of America and its affiliates also may possess information that could be material to the management of the Fund and may not be able to, or may determine not to, share that information with the Fund, even though the information might be beneficial to the Fund. This information may include actual knowledge regarding the particular investments and transactions of other advised/managed funds and accounts, as well as proprietary investment, trading and other market research, analytical and technical models, and new investment techniques, strategies and opportunities. Depending on the context, Bank of America and its affiliates generally will have no obligation to share any such information with the Funds. In general, employees of Bank of America and its affiliates, including the portfolio managers of the Advisor, will make investment decisions without regard to information otherwise known by other employees of Bank of America and its affiliates, and generally will have no obligation to access any such information and may, in some instances, not be able to access such information because of legal and regulatory constraints or the internal policies and procedures of Bank of America and its affiliates. For example, if the Advisor or another Bank of America affiliate, or their respective employees, come into possession of non-public information regarding another advised/managed fund or account, they may be prohibited by legal and regulatory constraints, or internal policies and procedures, from using that information in connection with transactions made on behalf of the Fund. For more information, see Investment Advisory and Other Services — The Advisor and Investment Advisory Services — Portfolio Manager(s) — The Advisor’s Portfolio Managers and Potential Conflicts of Interests.

Soft Dollar Benefits

Certain products and services, commonly referred to as “soft dollar services” (including, to the extent permitted by law, research reports, economic and financial data, financial publications, proxy analysis, computer databases and other research-oriented materials), that the Advisor may receive in connection with brokerage services provided to the Fund may have the inadvertent effect of disproportionately benefiting other advised/managed funds or accounts. This could happen because of the relative amount of brokerage services provided to the Fund as compared to other advised/managed funds or accounts, as well as the relative compensation paid by the Fund.

Services Provided to Other Advised/Managed Accounts

Bank of America and its affiliates also may act as an investment advisor, investment manager, administrator, transfer agent, custodian, trustee, broker/dealer, agent, or in another capacity, for advised/managed funds and

 

31


Table of Contents

accounts other than the Fund, and may receive compensation for acting in such capacity. This compensation that the Advisor, Distributor and Transfer Agent and other Bank of America affiliates receive could be greater than the compensation Bank of America and its affiliates receive for acting in the same or similar capacity for the Fund. In addition, the Advisor, Distributor and Transfer Agent and other Bank of America affiliates may receive other benefits, including enhancement of new or existing business relationships. This compensation and/or the benefits that Bank of America and its affiliates may receive from other advised/managed funds and accounts and other relationships could potentially create incentives to favor other advised/managed funds and accounts over the Fund. Trades made by Bank of America and its affiliates for the Fund may be, but is not required to be, aggregated with trades made for other funds and accounts advised/managed by the Advisor and other Bank of America affiliates. If trades are aggregated among the Fund and those other funds and accounts, the various prices of the securities being traded may be averaged, which could have the potential effect of disadvantaging the Fund as compared to the other funds and accounts with which trades were aggregated.

Proxy Voting

Although the Advisor endeavors to make all proxy voting decisions with respect to the interests of the Fund for which it is responsible in accordance with its proxy voting policies and procedures, the Advisor’s proxy voting decisions with respect to the Fund’s portfolio securities may nonetheless benefit other advised/managed funds and accounts, and/or clients, of Bank of America and its affiliates. The Advisor has adopted proxy voting policies and procedures that are designed to provide that all proxy voting is done in the best interests of its clients, including the Fund, without any resulting benefit or detriment to the Advisor and/or its affiliates, including Bank of America and its affiliates. For more information about the Advisor’s proxy voting policies and procedures, see Investment Advisory and Other Services — Proxy Voting Policies and Procedures.

Certain Trading Activities

The directors/trustees, officers and employees of Bank of America and its affiliates may buy and sell securities or other investments for their own accounts, and in doing so may take a position that is adverse to the Fund. In order to reduce the possibility that such personal investment activities of the directors/trustees, officers and employees of Bank of America and its affiliates will materially adversely affect the Fund, Bank of America and its affiliates have adopted policies and procedures, and the Fund, the Board, the Advisor and the Distributor have each adopted a Code of Ethics that addresses such personal investment activities. For more information, see Investment Advisory and Other Services — Codes of Ethics.

Affiliate Transactions

Subject to applicable legal and regulatory requirements, the Fund may enter into transactions in which Bank of America and/or its affiliates may have an interest that potentially conflicts with the interests of the Fund. For example, BAS may sell securities to the Fund from an offering in which it is an underwriter or from securities that it owns as a dealer, subject to applicable legal and regulatory requirements.

Investment Limitations Arising from Bank of America Activities

Regulatory restrictions applicable to Bank of America and its affiliates may limit the Fund’s investment activities in various ways. For example, regulations regarding certain industries and markets, such as those in emerging or international markets, and certain transactions, such as those involving certain futures and derivatives, may impose a cap on the aggregate amount of investments that may be made by affiliated investors, including accounts managed by the same affiliated manager, in the aggregate or in individual issuers. At certain times, Bank of America and its affiliates also may be restricted in the securities that can be bought or sold for the Fund and other advised/managed funds and accounts because of the investment banking, lending or other relationships Bank of America and its affiliates have with the issuers of securities. This could happen, for example, if the Fund and/or other advised/managed funds and accounts desired to buy a security issued by a

 

32


Table of Contents

company for which Bank of America or its affiliates served as underwriter. The internal policies and procedures of Bank of America and its affiliates covering these types of regulatory restrictions and addressing similar issues also may at times restrict the Fund’s investment activities. A client not advised by Bank of America and its affiliates would not be subject to many of these restrictions. See also About the Fund’s Investments — Certain Investment Activity Limits.

Actual and Potential Conflicts of Interest Related to Bank of America and its Affiliates’ Non-Advisory Relationships with Clients and Customers other than the Fund

The lending, investment banking and other relationships that Bank of America and its affiliates may have with companies and other entities in which the Fund may invest can give rise to actual and potential conflicts of interest. Subject to applicable legal and regulatory requirements, the Fund may invest (a) in the securities of Bank of America and/or its affiliates and/or in companies in which Bank of America and its affiliates have a lending, investment banking, equity, debt or other interest, and/or (b) in the securities of companies held by other Columbia Funds. The purchase, holding and sale of such securities by the Fund may enhance the profitability and the business interests of Bank of America and/or its affiliates and/or other Columbia Funds. There also may be limitations as to the sharing with the Advisor of information derived from the non-investment advisory/management activities of Bank of America and its affiliates because of legal and regulatory constraints and internal policies and procedures (such as information barriers and ethical walls). Because of these limitations, Bank of America and its affiliates generally will not share information derived from its non-investment advisory/management activities with the Advisor.

Actual and Potential Conflicts of Interest Related to Bank of America Affiliates’ Marketing and Use of the Columbia Funds as an Investment Options

Bank of America and its affiliates also provide a variety of products and services that, in some manner, may utilize the Columbia Funds as investment options. For example, the Columbia Funds may be offered as investments in connection with brokerage and other securities products offered by BAI, and may be utilized as investments in connection with fiduciary, investment management and other accounts offered by U.S. Trust, Bank of America Private Wealth Management, as well as for other Columbia Funds structured as “funds of funds.” In addition, the Columbia Money Market Funds are offered as an investment option for a variety of cash management and “sweep” account programs offered by Bank of America and its affiliates. The Columbia Funds also may use the Columbia Money Market Funds for cash investment purposes. The use of the Columbia Funds in connection with other products and services offered by Bank of America and its affiliates may introduce economic and other conflicts of interest. These conflicts of interest are highlighted in account documentation and other disclosure materials for the other products and services offered by Bank of America and its affiliates.

Bank of America and its affiliates, including the Advisor, may make payments to their affiliates in connection with the promotion and sale of the Fund’s shares, in addition to the sales-related and other compensation that these parties may receive from the Fund. As a general matter, personnel of Bank of America and its affiliates, including BAI, do not receive compensation in connection with their sales or use of the Fund that is greater than that paid in connection with their sales of other comparable products and services. Nonetheless, because the compensation that the Advisor and other affiliates of Bank of America may receive for providing services to the Funds is generally based on the Fund’s assets under management and those assets will grow as shares of the Fund are sold, potential conflicts of interest may exist. See Brokerage Allocation and Other Practices — Additional Financial Intermediary Payments for more information.

Other Services Provided

The Transfer Agent

Columbia Management Services, Inc. acts as Transfer Agent for the Fund’s shares and can be contacted at P.O. Box 8081, Boston, MA 02266-8081. Under the Transfer Agency Agreement, the Transfer Agent provides

 

33


Table of Contents

transfer agency, dividend disbursing agency and shareholder servicing agency services to the Fund. The Fund pays the Transfer Agent a transfer agency fee of $17.34 per account, payable monthly. The Fund reimburses the Transfer Agent for the fees and expenses that the Transfer Agent pays to dealer firms or transfer agents that maintain omnibus accounts with the Fund, subject to a cap equal to 0.15% of a Fund’s net assets represented by the account. The Fund also pays certain reimbursable out-of-pocket expenses to the Transfer Agent. The Transfer Agent also is entitled to retain as additional compensation for its services revenues for fees for wire, telephone and redemption orders, IRA trustee agent fees and account transcripts due the Transfer Agent from Fund shareholders and credits (net of bank charges) earned with respect to balances in accounts the Transfer Agent maintains in connection with its services to the Fund.

The Transfer Agent retains BFDS/DST, 2 Heritage Drive, North Quincy, MA 02171 as the Fund’s sub-transfer agent. BFDS/DST assists the Transfer Agent in carrying out its duties.

The Custodian

State Street Bank and Trust Company, which is located at Two Avenue de Lafayette, LCC/4S, Boston, MA 02111 acts as the Fund’s Custodian. As Custodian, State Street Bank and Trust Company is responsible for safeguarding the Fund’s cash and securities, receiving and delivering securities and collecting the Fund’s interest and dividends.

Independent Registered Public Accounting Firm

PricewaterhouseCoopers LLP, which is located at 125 High Street, Boston, MA 02110, is the Fund’s independent registered public accounting firm. The Fund issues unaudited financial statements semi-annually and audited financial statements annually.

On May 5, 2008, the Fund acquired all of the assets and assumed all of the liabilities of Money Fund, a series of Excelsior Funds, Inc., pursuant to a reorganization. As a result of the reorganization, the Fund is the accounting successor of Money Fund. The most recent annual report for the Fund, which includes that Fund’s audited financial statements for the fiscal year ended March 31, 2007, and the most recent semi-annual report for the Fund, which includes that Fund’s unaudited financial statements for the period ended September 30, 2007, are both incorporated by reference into this SAI.

Counsel

Morrison & Foerster LLP serves as legal counsel to the Trust. Its address is 2000 Pennsylvania Avenue, N.W., Washington, D.C. 20006.

Expense Limitations

The Advisor has committed to limit certain Fund level expenses to the extent necessary to maintain the expense ratios (through fee waivers or expense reimbursements) reflected in the table below.

Fund Level Expense Commitments

Fund Level Expense Commitments* — Period ending February 28, 2009

 

Fund

      

Daily Cash Reserves**

   0.20 %

 

* The Advisor has contractually agreed to waive fees and/or reimburse expenses (exclusive of distribution, shareholder servicing and/or shareholder administration fees, brokerage commissions, interest, taxes and extraordinary expenses, but inclusive of custodial charges relating to overdrafts, if any), after giving effect to any balance credits from the Fund’s custodian, so that the Fund’s ordinary operating expenses do not exceed the levels listed above. There is no guarantee that this limitation will continue after February 28, 2009.

 

34


Table of Contents
** The Advisor is entitled to recover from the Fund any fees waived and/or expenses reimbursed for a three year period following the date of such fee waiver and/or reimbursement if such recovery does not cause the Fund’s total operating expenses to exceed the expense commitment then in effect.

Codes of Ethics

The Trust, the Advisor and the Distributor have adopted Codes of Ethics pursuant to the requirements of the 1940 Act, including Rule 17j-1 under the 1940 Act. These Codes of Ethics permit personnel subject to the Codes of Ethics to invest in securities, including securities that may be bought or held by the Fund. These Codes of Ethics are included as exhibits to Part C of the Fund’s registration statement. These Codes of Ethics can be reviewed and copied at the SEC’s Public Reference Room and may be obtained by calling the SEC at 202.551.8090; they also are available on the SEC’s website at www.sec.gov, and may be obtained, after paying a duplicating fee, by electronic request to publicinfo@sec.gov or by writing to the SEC’s Public Reference Section, Washington, D.C. 20549-0102.

Proxy Voting Policies and Procedures

The Fund has delegated to the Advisor the responsibility to vote proxies relating to portfolio securities held by the Fund. In deciding to delegate this responsibility to the Advisor, the Board reviewed and approved the policies and procedures adopted by the Advisor. These included the procedures that the Advisor follows when a vote presents a conflict between the interests of the Fund and their shareholders and the Advisor, its affiliates, its other clients or other persons.

The Advisor’s policy is to vote all proxies for Fund securities in a manner considered by the Advisor to be in the best interest of the Fund and its shareholders without regard to any benefit to the Advisor, its affiliates, its other clients or other persons. The Advisor examines each proposal and votes against the proposal, if, in its judgment, approval or adoption of the proposal would be expected to impact adversely the current or potential market value of the issuer’s securities. The Advisor also examines each proposal and votes the proxies against the proposal, if, in its judgment, the proposal would be expected to affect adversely the best interest of the Fund. The Advisor determines the best interest of the Fund in light of the potential economic return on the Fund’s investment.

The Advisor seeks to address potential material conflicts of interest by having predetermined voting guidelines. For those proposals that require special consideration or in instances where special circumstances may require varying from the predetermined guideline, the Advisor’s Proxy Committee determines the vote in the best interest of the Fund, without consideration of any benefit to the Advisor, its affiliates, its other clients or other persons. The Advisor’s Proxy Committee is composed of representatives of the Advisor’s equity investments, equity research, compliance, legal and fund administration functions. In addition to the responsibilities described above, the Proxy Committee has the responsibility to review, on a semi-annual basis, the Advisor’s proxy voting policies to ensure consistency with internal and regulatory agency policies and to develop additional predetermined voting guidelines to assist in the review of proxy proposals.

The Proxy Committee may vary from a predetermined guideline if it determines that voting on the proposal according to the predetermined guideline would be expected to impact adversely the current or potential market value of the issuer’s securities or to affect adversely the best interest of the Fund. References to the best interests of the Funds refer to the interest of the Fund in terms of the potential economic return on the client’s investment. In determining the vote on any proposal, the Proxy Committee does not consider any benefit other than benefits to the Fund. A member of the Proxy Committee is prohibited from voting on any proposal for which he or she has a conflict of interest by reason of a direct relationship with the issuer or other party affected by a given proposal. Persons making recommendations to the Proxy Committee or its members are required to disclose to the Committee any relationship with a party making a proposal or other matter known to the person that would create a potential conflict of interest.

The Advisor has retained Glass-Lewis & Co., a third-party vendor, to implement its proxy voting process. Glass-Lewis & Co. provides proxy analysis, record keeping services and vote disclosure services.

 

35


Table of Contents

Information regarding how the Columbia Funds (except certain Columbia Funds that do not invest in voting securities) voted proxies relating to portfolio securities during the most recent twelve month period ended June 30 will be available by August 31 of this year free of charge: (i) through the Columbia Funds website at www.columbiafunds.com; and (ii) on the SEC’s website at www.sec.gov. For a copy of the Advisor’s policies and procedures that are used to determine how to vote proxies relating to portfolio securities held by the Columbia Funds, see Appendix B to this SAI.

Expenses Paid by Third Parties

The Distributor and the Administrator furnish, without additional cost to the Fund, the services of certain officers of the Fund and such other personnel (other than the personnel of the Advisor or the investment sub-advisor(s), if applicable) as are required for the proper conduct of the Fund’s affairs. The Distributor bears the incremental expenses of printing and distributing prospectuses used by the Distributor or furnished by the Distributor to investors in connection with the public offering of the Fund’s shares and the costs of any other promotional or sales literature, except that to the extent permitted under the Distribution Plans of the Fund, sales-related expenses incurred by the Distributor may be reimbursed by the Fund.

The Fund pays or causes to be paid all other expenses of the Fund, including, without limitation: the fees of the Advisor, the Distributor and the Administrator; the charges and expenses of any registrar, any custodian or depository appointed by the Fund for the safekeeping of their cash, Fund securities and other property, and any stock transfer, dividend or accounting agent or agents appointed by the Fund; brokerage commissions chargeable to the Fund in connection with Fund securities transactions to which the Fund is a party; all taxes, including securities issuance and transfer taxes; corporate fees payable by the Fund to federal, state or other governmental agencies; all costs and expenses in connection with the registration and maintenance of registration of the Fund’s shares with the SEC and various states and other jurisdictions (including filing fees, legal fees and disbursements of counsel); the costs and expenses of preparing and typesetting prospectuses and statements of additional information of the Fund (including supplements thereto) and periodic reports and of printing and distributing such prospectuses and statements of additional information (including supplements thereto) to the Fund’s shareholders; all expenses of shareholders’ and Trustee meetings and of preparing, printing and mailing proxy statements and reports to shareholders; fees and travel expenses of directors or director members of any advisory board or committee; all expenses incident to the payment of any distribution, whether in shares or cash; charges and expenses of any outside service used for pricing of the Fund’s shares; fees and expenses of legal counsel and of independent auditors in connection with any matter relating to the Fund; membership dues of industry associations; interest payable on Fund borrowings; postage and long-distance telephone charges; insurance premiums on property or personnel (including officers and directors) of the Fund which inure to their benefit; extraordinary expenses (including, but not limited to, legal claims and liabilities and litigation costs and any indemnification related thereto); and all other charges and costs of the Fund’s operation unless otherwise explicitly assumed by the Advisor or the Administrator.

Expenses of the Fund which are not attributable to the operations of any class of shares or Fund are pro-rated among all classes of shares or Fund based upon the relative net assets of each class or Fund. Expenses which are not directly attributable to a specific class of shares but are attributable to a specific Fund are prorated among all the classes of shares of such Fund based upon the relative net assets of each such class of shares. Expenses which are directly attributable to a class of shares are charged against the income available for distribution as dividends to such class of shares.

 

36


Table of Contents

FUND GOVERNANCE

The Board

Responsibilities

The Board oversees the Trust and the Fund. The Trustees have a fiduciary duty to protect shareholders’ interests when supervising and overseeing the management and operations of the Trust and have the responsibility of assuring that the Fund is managed in the best interests of shareholders. The following table provides basic information about the Trustees as of the date of this SAI, including their principal occupations during the past five years, although their specific titles may have varied over the period. The mailing address of each Trustee is: c/o Columbia Management Advisors, LLC, One Financial Center, Mail Stop MA5-515-11-05, Boston, MA 02111.

Independent Trustee Biographical Information

 

Name, Year of
Birth and Position
Held with the Trust

  

Year First

Appointed or

Elected to a

Board in the

Columbia

Funds Complex

  

Principal

Occupation(s) During

the Past Five Years

   Number of
Funds in the
Columbia
Funds

Complex
Overseen
  

Other
Directorships

Held by Trustee

Edward J. Boudreau, Jr.

(Born 1944)

Trustee

   Indefinite term; Trustee since January 2005    Managing Director — E.J. Boudreau & Associates (consulting), through current    70    None

William P. Carmichael

(Born 1943)

Trustee and Chairman of the Board

   Indefinite term; Trustee since 1999    Retired    70    Director — Cobra Electronics Corporation (electronic equipment manufacturer); Spectrum Brands, Inc. (consumer products); Simmons Company (bedding); and The Finish Line (sportswear)

William A. Hawkins

(Born 1942)

Trustee

   Indefinite term; Trustee since January 2005    President, Retail Banking — IndyMac Bancorp, Inc., from September 1999 to August 2003; Retired    70    None

R. Glenn Hilliard

(Born 1943)

Trustee

   Indefinite term; Trustee since January 2005    Chairman and Chief Executive Officer — Hilliard Group LLC (investing and consulting), from April 2003 through current; Chairman and Chief Executive Officer —    70    Director — Conseco, Inc. (insurance)

 

37


Table of Contents

Independent Trustee Biographical Information

 

Name, Year of
Birth and Position
Held with the Trust

  

Year First

Appointed or

Elected to a

Board in the

Columbia

Funds Complex

  

Principal

Occupation(s) During

the Past Five Years

   Number of
Funds in the
Columbia
Funds

Complex
Overseen
  

Other Directorships

Held by Trustee

      ING Americas, from 1999 to April 2003; and Non-Executive Director & Chairman — Conseco, Inc. (insurance), from September 2004 through current      

John J. Nagorniak

(Born 1944)

Trustee

   Indefinite term; Trustee since January 2008    President and Director — Foxstone Financial, Inc. (consulting), 2000 through December 2007; Director — Mellon Financial Corporation affiliates (investing), 2000 through 2007; Chairman — Franklin Portfolio Associates (investing — Mellon affiliate) 1982 through 2007; retired    70    Trustee and Chairman — Research Foundation of CFA Institute; Director — MIT Investment Company; Trustee — MIT 401k Plan

Anthony M. Santomero

(Born 1946)

Trustee

   Indefinite term; Trustee since January 2008    President and Chief Executive Officer — Federal Reserve Bank of Philadelphia, 2000 through April 2006; Senior Advisor — McKinsey & Company (consulting), July 2006 through December 2007; Richard K. Mellon Professor Emeritus of Finance, The Wharton School, University of Pennsylvania, through current    70    None

Minor M. Shaw

(Born 1947)

Trustee

   Indefinite term; Trustee since 2003    President — Micco Corporation and Mickel Investment Group    70   

Board Member —

Piedmont Natural Gas

Standing Committees

The Trust has four standing committees, including the Audit Committee, the Contracts Review Committee, the Governance Committee and the Investment Committee.

The function of the Audit Committee is oversight. Management (which generally means the appropriate officers of a Company, and a Fund’s investment advisor(s), administrator(s) and other key service providers (other than the independent registered public accounting firm)) is primarily responsible for the preparation of the financial statements of the Fund, and the independent registered public accounting firm is responsible for auditing those financial statements. Management also is responsible for maintaining appropriate systems for

 

38


Table of Contents

accounting and “internal controls over financial reporting” (as such term is defined in Rule 30a-3 under the 1940 Act), and the independent registered public accounting firm is primarily responsible for considering such internal controls over financial reporting in connection with its financial statement audits. While the Audit Committee has the duties and powers set forth in the Audit Committee charter, the Audit Committee is not responsible for planning or conducting any Fund audit or for determining whether a Fund’s financial statements are complete and accurate and are in accordance with generally accepted accounting principles.

The Audit Committee has, among other things, specific power and responsibility to: (i) oversee its Funds’ accounting and financial reporting processes and practices, its internal controls over financial reporting and, as appropriate, the internal controls over financial reporting of the Funds maintained by key service providers; (ii) approve, and recommend to the full Board for its approval in accordance with applicable law, the selection and appointment of an independent auditor for the Fund prior to the engagement of such independent auditor; (iii) pre-approve all audit and non-audit services provided to the Fund by its independent auditor, directly or by establishing pre-approval policies and procedures pursuant to which such services may be rendered, provided however, that the policies and procedures are detailed as to the particular service and the Audit Committee is informed of each service, and such policies do not include the delegation to management of the Audit Committee’s responsibilities under the 1934 Act or applicable rules or listing requirements; and (iv) pre-approve all non-audit services provided by a Fund’s independent auditor to the Fund’s investment advisor and any entity controlling, controlled by, or under common control with the investment advisor that provides ongoing services to the Fund, if the engagement relates directly to the operations and financial reporting of the Fund. The members of the Audit Committee are William A. Hawkins, Edward J. Boudreau, Jr. and William P. Carmichael. The Audit Committee members are all not “interested” persons (as defined in the 1940 Act). The Audit Committee met on five occasions during the last fiscal year.

The primary responsibilities of the Contracts Review Committee, as set forth in its charter, include reviewing and making recommendations to the Board as to: (i) contractual arrangements; (ii) the factors considered in approving advisory and sub-advisory contracts; and (iii) service provider oversight and performance. Among other responsibilities, the Contracts Review Committee also oversees and coordinates activities of consultants and legal or financial experts that may be engaged under certain circumstances. The members of the Contracts Review Committee are R. Glenn Hilliard, William P. Carmichael, John J. Nagorniak and Anthony M. Santomero. The Contracts Review Committee members are all not “interested persons” (as defined in the 1940 Act). The Contracts Review Committee was formed in December 2007 and met on one occasion during the last fiscal year.

The primary responsibilities of the Governance Committee include, as set forth in its charter: (i) nominating Independent Trustees; (ii) addressing matters relating to compensation of Trustees who are not current directors, officers or employees of a Fund’s investment advisor or sub-advisor or any control affiliate thereof, including deferred compensation and retirement policies; and (iii) evaluating each Board and its committee structure as often as it deems necessary or desirable to determine whether each is functioning effectively. The Governance Committee shall determine the nature of the evaluation and its role therein in its sole discretion. The members of the Governance Committee are Minor M. Shaw, William A. Hawkins, R. Glenn Hilliard and William P. Carmichael. The Governance Committee members are all not “interested” persons (as defined in the 1940 Act). The Governance Committee met on five occasions during the last fiscal year.

The primary responsibilities of the Investment Committee are, as set forth in its charter, to assist the Board in carrying out its oversight responsibilities in specific areas of investment management, both by acting as liaison between the full Board and the Advisor on investment matters, and by acting on behalf of the Board, on an interim basis, on investment issues in non-recurring or extraordinary circumstances when it is impractical to convene a meeting of the full Board. In carrying out these general responsibilities, the Investment Committee assists the Board in connection with issues relating to: the investment policies and procedures adopted for the Funds; appropriate performance benchmarks and other comparative issues; portfolio management staffing and other personnel issues of the Advisor; investment related compliance issues; possible exemptive applications or other relief necessary or appropriate with respect to investment matters; and other investment related matters

 

39


Table of Contents

referred from time to time to the Committee by the full Board. The Committee reports its activities to the full Board on a regular basis and is responsible for making such recommendations with respect to the matters described above and other matters as the Committee may deem necessary or appropriate. Each Trustee is a member of the Investment Committee. The Investment Committee members are all not “interested” persons (as defined in the 1940 Act). The Investment Committee met on six occasions during the last fiscal year.

Compensation

Trustees are compensated for their services to the Columbia Funds Family on a complex-wide basis, as shown in the table below.

Independent Trustee Compensation for the Year Ended March 31, 2008

 

Name of Trustee

   Aggregate Compensation
from the Trust(a)
   Total Compensation from the
Columbia Funds Complex Paid
to Independent Trustees

Edward J. Boudreau, Jr.(b)

   $ 166,909    $ 236,650

William P. Carmichael(c)

   $ 199,194    $ 282,500

Minor M. Shaw(d)

   $ 170,014    $ 241,075

R. Glenn Hilliard(e)

   $ 147,627    $ 209,000

William A. Hawkins(f)

   $ 161,507    $ 228,950

John J. Nagorniak(g)

   $ 20,289    $ 27,500

Anthony M. Santomero(h)

   $ 20,889    $ 27,500

 

(a) All Trustees receive reimbursements for reasonable expenses related to their attendance at meetings of the Board or standing committees, which are not included in the amounts shown.
(b) Total compensation amount includes deferred compensation payable to Mr. Boudreau in the amount of: $55,617.
(c) Total compensation amount includes deferred compensation payable to Mr. Carmichael in the amount of: $234,762.
(d) Total compensation amount includes deferred compensation payable to Ms. Shaw in the amount of: $110,969.
(e) Total compensation amount includes deferred compensation payable to Mr. Hilliard in the amount of: $192,406.
(f) Total compensation amount includes deferred compensation payable to Mr. Hawkins in the amount of: $ -.
(g) Total compensation amount includes deferred compensation payable to Mr. Nagorniak in the amount of $7,593.
(h) Total compensation amount includes deferred compensation payable to Mr. Santomero in the amount of $12,656.

Columbia Funds Deferred Compensation Plan

Under the terms of the Columbia Funds Deferred Compensation Plan for Eligible Trustees (the Deferred Compensation Plan), each Trustee may elect, on an annual basis, to defer all or any portion of their compensation (including the annual retainer and all attendance fees) payable to the Trustee for that calendar year. An application was submitted to and approved by the SEC to permit deferring Trustees to elect to tie the rate of return on fees deferred pursuant to the Deferred Compensation Plan to one or more of certain investment portfolios of certain Columbia Funds.

Distributions from the deferring Trustees’ deferral accounts will be paid in cash, generally in equal quarterly installments over a period of up to ten years beginning on the first day of the first calendar quarter following the later of the quarter in which the Trustee attains age 65 or the quarter in which the Trustee terminates service as Trustee of the Columbia Funds. The Board, in its sole discretion, may accelerate or extend such payments after a Trustee’s termination of service. If a deferring Trustee dies prior to the commencement of the distribution of amounts in his/her deferral account, the balance of the deferral account will be distributed to his/her designated

 

40


Table of Contents

beneficiary in a lump sum as soon as practicable after the Trustee’s death. If a deferring Trustee dies after the commencement of such distribution, but prior to the complete distribution of his/her deferral account, the balance of the amounts credited to his/her deferral account will be distributed to his/her designated beneficiaries over the remaining period during which such amounts were distributable to the Trustee. Amounts payable under the Deferred Compensation Plan are not funded or secured in any way, and deferring Trustees have the status of unsecured creditors of the selected portfolios.

Beneficial Equity Ownership

As of the date of this SAI, the Trustees and Officers of the Trust, as a group, beneficially owned less than 1% of the class of shares of the Fund. The table below shows, for each Trustee, the amount of Fund equity securities beneficially owned by the Trustee and the aggregate value of all investments in equity securities of the Columbia Funds Family, including notional amounts through the Deferred Compensation Plan, stated as one of the following ranges: A = $0; B = $1-$10,000; C = $10,001-$50,000; D = $50,001-$100,000; and E = over $100,000.

Independent Trustee Ownership for the Calendar Year Ended December 31, 2007

 

Trustee

  

Dollar Range of Equity

Securities in the Fund

  

Aggregate Dollar Range of Equity

Securities in all Funds in the

Columbia Funds Family

Edward J. Boudreau, Jr.

   Daily Cash Reserves — *    E

William P. Carmichael

   Daily Cash Reserves — *    E

Minor M. Shaw

   Daily Cash Reserves — *    E

R. Glenn Hilliard

   Daily Cash Reserves — *    E

William A. Hawkins

   Daily Cash Reserves — *    E

John J. Nagorniak

   Daily Cash Reserves — *    A

Anthony M. Santomero

   Daily Cash Reserves — *    A

 

* Because the Fund is a newly formed fund that has yet to commence operations, no Trustee beneficially owns shares of the Fund as of the date of this SAI.

The Officers

The following table provides basic information about the Officers of the Trust as of the date of this SAI, including their principal occupations during the past five years, although their specific titles may have varied over the period. The mailing address of each Officer is: c/o Columbia Management Advisors, LLC, One Financial Center, Mail Stop MA5-515-11-05, Boston, MA 02110.

Officer Biographical Information

 

Name, Year of

Birth and Address

  

Position with

the Trust

  

Year First
Elected or
Appointed
to Office

  

Principal Occupation(s)

During the Past Five Years

Christopher L. Wilson

(Born 1957)

   President    2004    President — Columbia Funds, since October 2004; Managing Director — Columbia Management Advisors, LLC, since September 2005; Senior Vice President — Columbia Management Distributors, Inc., since January 2005; Director — Columbia Management Services, Inc., since January 2005; Director — Bank of America Global Liquidity Funds, plc and Banc of America Capital Management (Ireland), Limited, since May 2005; Director — FIM Funding, Inc., since January 2005; President and Chief Executive Officer — CDC IXIS AM Services, Inc. (investment management), from September 1998 through August 2004; and a senior officer or director of various other Bank of America affiliated entities, including other registered and unregistered funds.

 

41


Table of Contents

Name, Year of

Birth and Address

  

Position with

the Trust

  

Year First
Elected or
Appointed
to Office

  

Principal Occupation(s)

During the Past Five Years

James R. Bordewick, Jr.

(Born 1959)

   Senior Vice President, Secretary and Chief Legal Officer    2006    Associate General Counsel, Bank of America since April 2005; Senior Vice President and Associate General Counsel, MFS Investment Management (investment management) prior to April 2005.

J. Kevin Connaughton

(Born 1964)

  

Senior Vice

President,

Chief

Financial

Officer and

Treasurer

   2000    Treasurer — Columbia Funds, since October 2003; Treasurer — the Liberty Funds, Stein Roe Funds and Liberty All-Star Funds, December 2000 — December 2006; Vice President — Columbia Management Advisors, LLC, since April 2003; President — Columbia Funds, Liberty Funds and Stein Roe Funds, February 2004 to October 2004; Treasurer — Galaxy Funds, September 2002 to December 2005; Treasurer, December 2002 to December 2004, and President, February 2004 to December 2004 — Columbia Management Multi-Strategy Hedge Fund, LLC; and a senior officer of various other Bank of America-affiliated entities, including other registered and unregistered funds.

Linda J. Wondrack

(Born 1964)

  

Senior Vice

President and

Chief

Compliance

Officer

   2007    Director (Columbia Management Group, LLC and Investment Product Group Compliance), Bank of America since June 2005; Director of Corporate Compliance and Conflicts Officer, MFS Investment Management (investment management), August 2004 to May 2005; Managing Director, Deutsche Asset Management (investment management) prior to August 2004.

Michael G. Clarke

(Born 1969)

  

Chief

Accounting

Officer and

Assistant

Treasurer

   2004    Director of Fund Administration since January 2006; Managing Director of the Advisor, September 2004 to December 2005; Vice President Fund Administration June 2002 to September 2004.

Stephen T. Welsh

(Born 1957)

   Vice President    1996    President, Columbia Management Services, Inc. since July 2004; Senior Vice President and Controller, Columbia Management Services, Inc. prior to July 2004.

Jeffrey R. Coleman

(Born 1969)

  

Deputy

Treasurer

   2004    Director of Fund Administration since January 2006; Fund Controller from October 2004 to January 2006; Vice President of CDC IXIS Asset Management Services, Inc. (investment management) from August 2000 to September 2004.

Joseph F. DiMaria

(Born 1968)

  

Deputy

Treasurer

   2004    Director of Fund Administration since January 2006; Head of Tax/Compliance and Assistant Treasurer from November 2004 to December 2005; Director of Trustee Administration (Sarbanes-Oxley) from May 2003 to October 2004; Senior Audit Manager, PricewaterhouseCoopers (independent registered public accounting firm) from July 2000 to April 2003.

 

42


Table of Contents

Name, Year of

Birth and Address

  

Position with

the Trust

  

Year First
Elected or
Appointed
to Office

  

Principal Occupation(s)

During the Past Five Years

Marybeth C. Pilat

(Born 1968)

  

Deputy

Treasurer

   2007    Vice President, Mutual Fund Valuation of the Advisor since January 2006; Vice President, Mutual Fund Accounting Oversight of the Advisor prior to January 2006.

Kathryn Thompson

(Born 1967)

  

Assistant

Treasurer

   2006   

Vice President, Mutual Fund Accounting Oversight

of the Advisor since December 2004; Vice President, State Street Corporation (financial services) prior to December 2004.

Philip N. Prefontaine

(Born 1948)

  

Assistant

Treasurer

   2006    Vice President, Mutual Fund Reporting of the Advisor since November 2004; Assistant Vice President of CDC IXIS Asset Management Services, Inc. (investment management) prior to November 2004.

Keith E. Stone

(Born 1974)

  

Assistant

Treasurer

   2006    Vice President, Trustee Reporting of the Advisor since September 2003; Manager, Investors Bank & Trust Company (financial services) from December 2002 to September 2003; Audit Senior, Deloitte & Touche, LLP (independent registered public accounting firm) prior to December 2002.

Barry S. Vallan

(Born 1969)

   Controller    2006    Vice President-Fund Treasury of the Advisor since October 2004; Vice President-Trustee Reporting from April 2002 to October 2004; Management Consultant, PricewaterhouseCoopers (independent registered public accounting firm) prior to October 2002.

Peter T. Fariel

(Born 1957)

  

Assistant

Secretary

   2006    Associate General Counsel, Bank of America since April 2005; Partner, Goodwin Procter LLP (law firm) prior to April 2005.

Nicholas J. Kolokithas

(Born 1972)

  

Assistant

Secretary

   2007   

Assistant General Counsel, Bank of America since

March 2007; Vice President and Counsel, Deutsche Asset Management (investment management) from October 2005 to March 2007; Associate, Dechert LLP (law firm) from June 2000 to September 2005.

Julie B. Lyman

(Born 1970)

  

Assistant

Secretary

   2007    Assistant General Counsel, Bank of America since October 2006; Associate, Kirkpatrick & Lockhart Nicholson Graham LLP (law firm) from April 2004 to October 2006; Counsel & Assistant Vice President, CDC IXIS Asset Management Services, Inc. (investment management) in and prior to April 2004.

Ryan C. Larrenaga

(Born 1970)

  

Assistant

Secretary

   2005    Assistant General Counsel, Bank of America since March 2005; Associate, Ropes & Gray LLP (law firm) from 1998 to February 2005.

Julian Quero

(Born 1967)

  

Assistant

Treasurer

   2003    Senior Compliance Manager of the Advisor since April 2002.

 

43


Table of Contents

BROKERAGE ALLOCATION AND OTHER PRACTICES

General Brokerage Policy, Brokerage Transactions and Broker Selection

Subject to policies established by the Board, the Advisor (or the investment sub-advisor(s) who make the day-to-day investment decisions for the Fund, as applicable) is responsible for decisions to buy and sell securities for the Fund, for the selection of broker/dealers, for the execution of the Fund’s securities transactions and for the allocation of brokerage commissions in connection with such transactions. The Advisor’s primary consideration in effecting a security transaction is to obtain the best net price and the most favorable execution of the order. Purchases and sales of securities on a securities exchange are effected through brokers who charge negotiated commissions for their services. Orders may be directed to any broker to the extent and in the manner permitted by applicable law.

In the over-the-counter market, securities generally are traded on a “net” basis with dealers acting as principals for their own accounts without stated commissions, although the price of a security usually includes a profit to the dealer. In underwritten offerings, securities are bought at a fixed price that includes an amount of compensation to the underwriter, generally referred to as the underwriter’s “concession” or “discount.” On occasion, certain money market instruments may be bought directly from an issuer, in which case no commissions or discounts are paid.

The Fund is affiliated with the NYSE specialist firm Banc of America Specialist, Inc. In order to ensure that markets are fair, orderly and competitive, NYSE specialist firms are responsible for maintaining a liquid and continuous two-sided auction market by acting as both an agent and a principal. Specialists are entrusted to hold the interests of customer orders above the specialist’s own interests, and will buy and sell securities as principal when such transactions are necessary to minimize imbalances between supply and demand. Banc of America Specialist, Inc. may make a market in certain securities held by the Fund.

In placing orders for portfolio securities of the Fund, the Advisor gives primary consideration to obtaining the best net prices and most favorable execution. This means that the Advisor will seek to execute each transaction at a price and commission, if any, which provides the most favorable total cost or proceeds reasonably attainable in the circumstances. In seeking such execution, the Advisor will use its best judgment in evaluating the terms of a transaction, and will give consideration to various relevant factors, including, without limitation, the size and type of the transaction, the nature and character of the market for the security, the confidentiality, speed and certainty of effective execution required for the transaction, the general execution and operational capabilities of the broker/dealer, the reputation, reliability, experience and financial condition of the broker/dealer, the value and quality of the services rendered by the broker/dealer in this instance and other transactions and the reasonableness of the spread or commission, if any. Research services received from broker/dealers supplement the Advisor’s own research and may include the following types of information: statistical and background information on industry groups and individual companies; forecasts and interpretations with respect to U.S. and foreign economies, securities, markets, specific industry groups and individual companies; information on political developments; Fund management strategies; performance information on securities and information concerning prices of securities; and information supplied by specialized services to the Advisor and to the Board with respect to the performance, investment activities and fees and expenses of other mutual funds. Such information may be communicated electronically, orally or in written form. Research services also may include the arranging of meetings with management of companies and the provision of access to consultants who supply research information.

The outside research is useful to the Advisor since, in certain instances, the broker/dealers utilized by the Advisor may follow a different universe of securities issuers and other matters than those that the Advisor’s staff can follow. In addition, this research provides the Advisor with a different perspective on financial markets, even if the securities research obtained relates to issues followed by the Advisor. Research services that are provided to the Advisor by broker/dealers are available for the benefit of all accounts managed or advised by the Advisor. In some cases, the research services are available only from the broker/dealer providing such services. In other

 

44


Table of Contents

cases, the research services may be obtainable from alternative sources. The Advisor is of the opinion that because the broker/dealer research supplements rather than replaces the Advisor’s own research, the receipt of such research does not tend to decrease the Advisor’s expenses, but tends to improve the quality of its investment advice. However, to the extent that the Advisor would have bought any such research services had such services not been provided by broker/dealers, the expenses of such services to the Advisor could be considered to have been reduced accordingly. Certain research services furnished by broker/dealers may be useful to the clients of the Advisor other than the Fund. Conversely, any research services received by the Advisor through the placement of transactions of other clients may be of value to the Advisor in fulfilling its obligations to the Fund. The Advisor is of the opinion that this material is beneficial in supplementing its research and analysis; and, therefore, it may benefit the Trust by improving the quality of the Advisor’s investment advice. The advisory fees paid by the Trust are not reduced because the Advisor receives such services.

Under Section 28(e) of the 1934 Act, the Advisor shall not be “deemed to have acted unlawfully or to have breached its fiduciary duty” solely because under certain circumstances it has caused the account to pay a higher commission than the lowest available. To obtain the benefit of Section 28(e), the Advisor must make a good faith determination that the commissions paid are “reasonable in relation to the value of the brokerage and research services provided by such member, broker, or dealer, viewed in terms of either that particular transaction or his overall responsibilities with respect to the accounts as to which he exercises investment discretion.” Accordingly, the price to the Fund in any transaction may be less favorable than that available from another broker/dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered. Some broker/dealers may indicate that the provision of research services is dependent upon the generation of certain specified levels of commissions and underwriting concessions by the Advisor’s clients, including the Fund.

Commission rates are established pursuant to negotiations with broker/dealers based on the quality and quantity of execution services provided by broker/dealers in light of generally prevailing rates. On exchanges on which commissions are negotiated, the cost of transactions may vary among different broker/dealers. Transactions on foreign stock exchanges involve payment of brokerage commissions that generally are fixed. Transactions in both foreign and domestic over-the-counter markets generally are principal transactions with dealers, and the costs of such transactions involve dealer spreads rather than brokerage commissions. With respect to over-the-counter transactions, the Advisor, where possible, will deal directly with dealers who make a market in the securities involved, except in those circumstances in which better prices and execution are available elsewhere.

In certain instances there may be securities that are suitable for more than one Fund as well as for one or more of the other clients of the Advisor. Investment decisions for the Fund and for the Advisor’s other clients are made with the goal of achieving their respective investment objectives. A particular security may be bought or sold for only one client even though it may be held by, or bought or sold for, other clients. Likewise, a particular security may be bought for one or more clients when one or more other clients are selling that same security. Some simultaneous transactions are inevitable when a number of accounts receive investment advice from the same investment advisor, particularly when the same security is suitable for the investment objectives of more than one client. When two or more clients are engaged simultaneously in the purchase or sale of the same security, the securities are allocated among clients in a manner believed to be equitable to each. In some cases, this policy could have a detrimental effect on the price or volume of the security in a particular transaction that may affect the Fund.

The Fund may participate, if and when practicable, in bidding for the purchase of portfolio securities directly from an issuer in order to take advantage of the lower purchase price available to members of a bidding group. The Fund will engage in this practice, however, only when the Advisor, in its sole discretion, believes such practice to be otherwise in the Fund’s interests.

The Trust will not execute portfolio transactions through, or buy or sell portfolio securities from or to, the Distributor, the Advisor, the Administrator or their affiliates acting as principal (including repurchase and reverse repurchase agreements), except to the extent permitted by applicable law, regulation or order. However, the

 

45


Table of Contents

Advisor is authorized to allocate buy and sell orders for portfolio securities to certain broker/dealers and financial institutions, including, in the case of agency transactions, broker/dealers and financial institutions that are affiliated with Bank of America. To the extent that the Fund executes any securities trades with an affiliate of Bank of America, the Fund does so in conformity with Rule 17e-1 under the 1940 Act and the procedures that the Fund has adopted pursuant to the rule. In this regard, for each transaction, the Board will determine that: (i) the transaction resulted in prices for and execution of securities transactions at least as favorable to the particular Fund as those likely to be derived from a non-affiliated qualified broker/dealer; (ii) the affiliated broker/dealer charged the Fund commission rates consistent with those charged by the affiliated broker/dealer in similar transactions to clients comparable to the Fund and that are not affiliated with the broker/dealer in question; and (iii) the fees, commissions or other remuneration paid by the Fund did not exceed 2% of the sales price of the securities if the sale was effected in connection with a secondary distribution, or 1% of the purchase or sale price of such securities if effected in other than a secondary distribution.

Certain affiliates of Bank of America, such as its subsidiary banks, may have deposit, loan or commercial banking relationships with the corporate users of facilities financed by industrial development revenue bonds or private activity bonds bought by certain of the Funds. Bank of America or certain of its affiliates may serve as trustee, custodian, tender agent, guarantor, placement agent, underwriter, or in some other capacity, with respect to certain issues of securities. Under certain circumstances, the Fund may buy securities from a member of an underwriting syndicate in which an affiliate of Bank of America is a member. The Trust has adopted procedures pursuant to Rule 10f-3 under the 1940 Act, and intends to comply with the requirements of Rule 10f-3, in connection with any purchases of municipal securities that may be subject to Rule 10f-3.

Given the breadth of the Advisor’s investment management activities, investment decisions for the Fund are not always made independently from those for other funds, or other investment companies and accounts advised or managed by the Advisor. When a purchase or sale of the same security is made at substantially the same time on behalf of one or more of the Funds and another investment portfolio, investment company or account, the transaction will be averaged as to price and available investments allocated as to amount in a manner which the Advisor believes to be equitable to the Fund and such other funds, investment portfolio, investment company or account. In some instances, this investment procedure may adversely affect the price paid or received by the Fund or the size of the position obtained or sold by the Fund. To the extent permitted by law, the Advisor may aggregate the securities to be sold or bought for the Fund with those to be sold or bought for other funds, investment portfolios, investment companies, or accounts in executing transactions.

See Investment Advisory and Other Services — Other Roles and Relationships of Bank of America and its Affiliates — Certain Conflicts of Interest for more information about these and other conflicts of interest.

Brokerage Commissions

The following describes the types and amounts of brokerage commissions paid by the Fund during their three most recently completed fiscal years. In certain instances the Fund may pay brokerage commissions to broker/dealers that are affiliates of Bank of America. As indicated above, all such transactions involving the payment of brokerage commissions to affiliates are done in compliance with Rule 17e-1 under the 1940 Act.

Aggregate Brokerage Commissions Paid by the Fund

The Fund paid no brokerage commissions for the past three fiscal years. The Fund paid no brokerage commissions to affiliated broker/dealers for the past three fiscal years.

Directed Brokerage

The Fund or the Advisor, through an agreement or understanding with a broker/dealer, or otherwise through an internal allocation procedure, may direct, subject to applicable legal requirements, the Fund’s brokerage transactions to a broker/dealer because of the research services it provides the Fund or the Advisor.

 

46


Table of Contents

During the fiscal year ended March 31, 2008, no fund directed brokerage transactions.

Securities of Regular Broker/Dealers

In certain cases, the Fund, as part of its principal investment strategies, or otherwise as a permissible investment, will invest in the common stock or debt obligations of the regular broker/dealers that the Advisor uses to transact brokerage for the Columbia Funds Family.

As of March 31, 2008, the Fund owned securities of its “regular brokers or dealers” or their parents, as defined in Rule 10b-1 under the 1940 Act, as shown in the table below.

Investments in Securities of Regular Broker/Dealers as of March 31, 2008

 

Fund

   Broker/Dealer    Dollar Amount of
Securities Held

Daily Cash Reserves

   N/A    N/A

Additional Shareholder Servicing Payments

The Fund, along with the Transfer Agent and/or the Distributor pay significant amounts to certain financial intermediaries (as defined below), including other Bank of America affiliates, for providing the types of services that would typically be provided directly by a mutual fund’s transfer agent. The level of payments made to financial intermediaries varies. A number of factors may be considered in determining payments to a financial intermediary, including, without limitation, the nature of the services provided to shareholders or retirement plan participants that invest in the Fund through retirement plans. These services may include sub-accounting, sub-transfer agency or similar recordkeeping services, shareholder or participant reporting, shareholder or participant transaction processing, and/or the provision of call center support (additional shareholder services). These payments for shareholder servicing support vary by financial intermediary but generally are not expected, with certain limited exceptions, to exceed 0.35% of the average aggregate value of the Fund’s shares in the program on an annual basis for those classes of shares that pay a service fee pursuant to a Rule 12b-1 Plan, and 0.45% of the average aggregate value of the Fund’s shares in the program on an annual basis for those classes of shares that do not pay a service fee pursuant to a Rule 12b-1 Plan. The Board has authorized the Fund to pay up to 0.15% of the average aggregate value of the Fund’s shares. Such payments will be made by the Fund to the Transfer Agent who will in turn make payments to the financial intermediary for the provision of such additional shareholder services. The Fund’s Transfer Agent, Distributor or their affiliates will pay, from its or their own resources, amounts in excess of the amount paid by the Fund to financial intermediaries in connection with the provision of these additional shareholder services and other services.

For purposes of this section the term “financial intermediary” includes any broker/dealer, bank, bank trust department, registered investment advisor, financial planner, retirement plan or other third party administrator and any other institution having a selling, services or any similar agreement with the Distributor and other Bank of America affiliates.

The Fund also may make additional payments to financial intermediaries that charge networking fees for certain services provided in connection with the maintenance of shareholder accounts through the NSCC.

In addition, the Distributor and other Bank of America affiliates may make lump sum payments to selected financial intermediaries receiving shareholder servicing payments in reimbursement of printing costs for literature for participants, account maintenance fees or fees for establishment of the Funds on the financial intermediary’s system or other similar services.

 

47


Table of Contents

As of the date of this SAI, the Distributor and/or other Bank of America affiliates had agreed to make shareholder servicing payments to the financial intermediaries or their affiliates shown below.

Recipients of Shareholder Servicing Payments from the Distributor and/or other Bank of America affiliates

 

•     ABR Retirement Plan Services, Inc.

•     Acclaim Benefits, Inc.

•     ACS HR Solutions LLC

•     ADP Retirement Services

•     American Century Investments

•     Ameriprise Financial Services, Inc.

•     AMG Service Corp.

•     AST Trust Company

•     Benefit Plan Administrators

•     Bisys Retirement Services

•     Ceridian Retirement Plan Services

•     Charles Schwab & Co.

•     Citigroup Global Markets Inc.

•     CitiStreet LLC

•     City National Bank

•     CNA Trust Corporation

•     Compensation & Capital Administrative Services, Inc.

•     CompuSys Erisa Group of Companies

•     Daily Access Concepts, Inc.

•     Digital Retirement Solutions

•     Edgewood Services, Inc.

•     E*Trade Group, Inc.

•     ExpertPlan

•     Fidelity Investments Institutional Operations Co.

•     Fiserv Trust Company

•     Great West Life & Annuity Co.

•     GWFS Equities, Inc.

•     Hartford Life Insurance Company

•     Hewitt Associates LLC

•     Invesmart, Inc.

•     John Hancock Life Insurance Company (USA)

•     John Hancock Life Insurance Company of New York

 

•     JP Morgan Retirement Plan Services LLC

•     Lincoln Financial Group

•     Linsco/Private Ledger Corp.

•     M&T Securities, Inc.

•     Marquette Trust Company

•     Massachusetts Mutual Life Insurance Company

•     Matrix Settlement & Clearance Services

•     Mercer HR Services, LLC

•     Merrill Lynch, Pierce, Fenner & Smith Incorporated

•     Mid Atlantic Capital Corporation

•     National Deferred Compensation, Inc.

•     National Investor Services Corp.

•     Nationwide Investment Services

•     New York State Deferred Compensation, Inc.

•     NYLife Distributors LLC

•     PNC Advisors

•     Princeton Retirement Group

•     Principal Life Insurance Company

•     RBC Dain Rauscher Inc.

•     Robert W. Baird & Co., Inc.

•     Strong Funds Distributors, Inc.

•     The 401k Company

•     T. Rowe Price Group, Inc.

•     The Gem Group, L.P.

•     The Principal Financial Group

•     The Vanguard Group, Inc.

•     Unified Trust Company, N.A.

•     Wachovia Securities, LLC

•     Wells Fargo Bank, N.A.

•     Wells Fargo Funds Management, LLC

•     Wespac Plan Services, Inc.

•     Wilmington Trust Corporation

The Distributor and/or other Bank of America affiliates may enter into similar arrangements with other financial intermediaries from time to time. Therefore, the preceding list is subject to change at any time without notice.

Additional Financial Intermediary Payments

Financial intermediaries may receive different commissions, sales charge reallowances and other payments with respect to sales of different classes of shares of the Fund. These other payments may include servicing payments to retirement plan administrators and other institutions at rates up to those described above under Brokerage Allocation and Other Practices — Additional Shareholder Servicing Payments. For purposes of this section the term “financial intermediary” includes any broker/dealer, bank, bank trust department, registered investment advisor, financial planner, retirement plan or other third party administrator and any other institution having a selling, services or any similar agreement with the Distributor and other Bank of America affiliates.

 

48


Table of Contents

The Distributor and other Bank of America affiliates may pay additional compensation to selected financial intermediaries, including other Bank of America affiliates, under the categories described below. These categories are not mutually exclusive, and a single financial intermediary may receive payments under all categories. A financial intermediary also may receive payments described above in Brokerage Allocation and Other Practices — Additional Shareholder Servicing Payments. These payments may create an incentive for a financial intermediary or its representatives to recommend or offer shares of the Fund to its customers. The amount of payments made to financial intermediaries may vary. In determining the amount of payments to be made, the Distributor and other Bank of America affiliates may consider a number of factors, including, without limitation, asset mix and length or relationship with the financial intermediary, the size of the customer/shareholder base of the financial intermediary, the manner in which customers of the financial intermediary make investments in the Fund, the nature and scope of marketing support or services provided by the financial intermediary (as described more fully below) and the costs incurred by the financial intermediary in connection with maintaining the infrastructure necessary or desirable to support investments in the Funds.

These additional payments by the Distributor and other Bank of America affiliates are made pursuant to agreements between the Distributor and other Bank of America affiliates and financial intermediaries, and do not change the price paid by investors for the purchase of a share, the amount the Fund will receive as proceeds from such sales or the distribution fees and expenses paid by the Fund as shown in the Fund’s Prospectus.

Marketing Support Payments

The Distributor and other Bank of America affiliates make payments, from their own resources, to certain financial intermediaries, including other Bank of America affiliates, for marketing support services relating to the Columbia Funds, including, but not limited to, business planning assistance, educating financial intermediary personnel about the Fund and shareholder financial planning needs, placement on the financial intermediary’s preferred or recommended fund list or otherwise identifying the Funds as being part of a complex to be accorded a higher degree of marketing support than complexes not making such payments, access to sales meetings, sales representatives and management representatives of the financial intermediary, client servicing and systems infrastructure support. These payments are generally based upon one or more of the following factors: average net assets of the Columbia Funds distributed by the Distributor attributable to that financial intermediary, gross sales of the Columbia Funds distributed by the Distributor attributable to that financial intermediary, reimbursement of ticket charges (fees that a financial intermediary firm charges its representatives for effecting transactions in fund shares) or a negotiated lump sum payment.

While the financial arrangements vary for each financial intermediary, the marketing support payments to each financial intermediary generally are expected to be between 0.05% and 0.35% (between 0.03% and 0.12% in the case of the Money Market Funds) on an annual basis for payments based on average net assets of the Columbia Funds attributable to the financial intermediary, and between 0.10% and 0.25% on an annual basis for firms receiving a payment based on gross sales of the Columbia Funds (other than the Money Market Funds) attributable to the financial intermediary. The Distributor and other Bank of America affiliates may make payments in materially larger amounts or on a basis materially different from those described above when dealing with other affiliates of Bank of America. Such increased payments to the other Bank of America affiliate may enable the other Bank of America affiliate to offset credits that it may provide to its customers in order to avoid having such customers pay fees to multiple Bank of America entities in connection with the customer’s investment in a Columbia Fund.

 

49


Table of Contents

As of the date of this SAI, the Distributor and/or other Bank of America affiliates had agreed to make marketing support payments to the financial intermediaries or their affiliates shown below.

Recipients of Marketing Support Payments from the Distributor and/or other Bank of America affiliates

 

•     A.G. Edwards & Sons, Inc.

•     AIG Advisor Group

•     Ameriprise Financial Services, Inc.

•     AXA Advisors, LLC

•     Banc of America Securities LLC

•     Banc One Investment Group, LLC

•     Banc of America Investment Services, Inc.

•     Bank of America, N.A.

•     Bank of New York

•     Bear Stearns Securities Corporation

•     BMO Nesbitt Burns

•     Brown Brothers Harriman & Co.

•     Chicago Mercantile Exchange

•     Citibank, N.A.

•     Citicorp Investment Services

•     Citigroup Global Markets Inc.

•     Commonwealth Financial Network

•     Custodial Trust Company

•     FAS Corp.

•     Fidelity Brokerage Services, Inc.

•     Genworth Financial, Inc.

•     Goldman, Sachs & Co.

•     Harris Corporation

•     Huntington Capital Corp.

•     ING Group

•     J.J.B. Hilliard, W.L. Lyons, Inc.

•     LaSalle Bank, N.A.

•     Lincoln Financial Advisors Corp.

 

•     Linsco/Private Ledger Corp.

•     Mellon Financial Markets, LLC

•     Merrill Lynch, Pierce, Fenner & SmithIncorporated

•     Money Market One

•     Morgan Stanley & Co. Incorporated.

•     National Financial Services LLC

•     Pershing LLC

•     PNC Bank, N.A.

•     Prudential Investment Management Services, LLC

•     Raymond James & Associates, Inc.

•     Raymond James Financial Services, Inc.

•     Security Benefit Life Insurance Company

•     SEI Investments Inc.

•     State Street Global Markets, LLC

•     SVB Securities

•     SunGard Institutional Brokerage Inc.

•     Sun Life Assurance Company of Canada

•     TIAA-CREF Life Insurance Company

•     Transamerica Corporation

•     UBS Financial Services Inc.

•     US Bank National Association

•     Wachovia Securities LLC

•     Webster Investment Services, Inc.

•     Wells Fargo Fund Management LLC

•     Wells Fargo Corporate Trust Services

•     Wells Fargo Investments, LLC

 

The Distributor and/or other Bank of America affiliates may enter into similar arrangements with other financial intermediaries from time to time. Therefore, the preceding list is subject to change at any time without notice.

Other Payments

From time to time, the Distributor, from its own resources, may provide additional compensation to certain financial intermediaries that sell or arrange for the sale of shares of the Fund to the extent not prohibited by laws or the rules of any self-regulatory agency, such as the Financial Industry Regulatory Authority (FINRA). Such compensation provided by the Distributor may include financial assistance to financial intermediaries that enable the Distributor to participate in and/or present at financial intermediary-sponsored conferences or seminars, sales or training programs for invited registered representatives and other financial intermediary employees, financial intermediary entertainment and other financial intermediary-sponsored events, and travel expenses, including lodging incurred by registered representatives and other employees in connection with prospecting, retention and due diligence trips. The Distributor makes payments for entertainment events it deems appropriate, subject to the Distributor’s internal guidelines and applicable law. These payments may vary depending upon the nature of the event.

 

50


Table of Contents

Your financial intermediary may charge you fees or commissions in addition to those disclosed in this SAI. You should consult with your financial intermediary and review carefully any disclosure your financial intermediary provides regarding its services and compensation. Depending on the financial arrangement in place at any particular time, a financial intermediary and its financial consultants may have a financial incentive for recommending a particular Fund or a particular share class over other funds or share classes. See Investment Advisory and Other Services — Other Roles and Relationships of Bank of America and its Affiliates — Certain Conflicts of Interest for more information.

 

51


Table of Contents

CAPITAL STOCK AND OTHER SECURITIES

Description of the Trust’s Shares

The Fund offers shares in the classes shown in the table below.

The Trust’s Amended and Restated Declaration of Trust (Declaration of Trust) permits it to issue an unlimited number of full and fractional shares of beneficial interest of the Fund, without par value, and to divide or combine the shares of any series into a greater or lesser number of shares of the Fund without thereby changing the proportionate beneficial interests in the Fund and to divide such shares into classes. Each share of a class of the Fund represents an equal proportional interest in the Fund with each other share in the same class and is entitled to such distributions out of the income earned on the assets belonging to the Fund as are declared in the discretion of the Board. However, different share classes of the Fund pay different distribution amounts, because each share class has different expenses. Each time a distribution is made, the net asset value per share of the share class is reduced by the amount of the distribution.

Share Classes Offered by the Fund

 

Fund

  Class A   Class B   Class C   Class Z   Daily
Class
  Investor
Class
  Trust
Class
  Liquidity
Class
  Capital
Class
  Adviser
Class
  Institutional
Class
  G-Trust
Shares
  Retail A
Shares
  Marsico
Shares

Daily Cash Reserves

              ü                

Restrictions on Holding or Disposing of Shares

There are no restrictions on the right of shareholders to retain or dispose of the Fund’s shares, other than the possible future termination of the Fund. The Fund may be terminated by reorganization into another mutual fund or by liquidation and distribution of their assets. Unless terminated by reorganization or liquidation, the Fund will continue indefinitely.

Shareholder Liability

The Trust is organized under Delaware law, which provides that shareholders of a statutory trust are entitled to the same limitations of personal liability as shareholders of a corporation organized under Delaware law. Effectively, this means that a shareholder of the Fund will not be personally liable for payment of the Fund’s debts except by reason of his or her own conduct or acts. In addition, a shareholder could incur a financial loss on account of the Funds’ obligation only if the Funds had no remaining assets with which to meet such obligation. We believe that the possibility of such a situation arising is extremely remote.

Dividend Rights

The shareholders of the Fund are entitled to receive any dividends or other distributions declared for the Fund. No shares have priority or preference over any other shares of the Fund with respect to distributions. Distributions will be made from the assets of the Funds, and will be paid pro rata to all shareholders of the Fund according to the number of shares of the Fund held by shareholders on the record date. The amount of income dividends per share may vary between separate share classes of the Funds based upon differences in the way that expenses are allocated between share classes pursuant to a multiple class plan.

Voting Rights and Shareholder Meetings

Shareholders have the power to vote only as expressly granted under the 1940 Act or under Delaware statutory trust law. Shareholders have no independent right to vote on any matter, including the creation, operation, dissolution or termination of the Trust. Shareholders have the right to vote on other matters only as the Board authorizes. Currently, the 1940 Act requires that shareholders have the right to vote, under certain circumstances, to: (i) elect Trustees; (ii) approve investment advisory agreements and principal underwriting

 

52


Table of Contents

agreements; (iii) approve a change in subclassification of the Fund; (iv) approve any change in fundamental investment policies; (v) approve a distribution plan under Rule 12b-1 under the 1940 Act; and (vi) to terminate the employment of the independent accountant.

With respect to matters that affect one class but not another, shareholders vote as a class; for example, the approval of a distribution plan applicable to that class. Subject to the foregoing, all shares of the Trust have equal voting rights and will be voted in the aggregate, and not by the Fund, except where voting by Fund is required by law or where the matter involved only affects one Fund. For example, a change in the Fund’s fundamental investment policy affects only one Fund and would be voted upon only by shareholders of the Fund involved. Additionally, approval of an Investment Advisory Agreement or investment sub-advisory agreement, since it only affects one Fund, is a matter to be determined separately by the Fund. Approval by the shareholders of one Fund is effective as to the Fund whether or not sufficient votes are received from the shareholders of the other series to approve the proposal as to those Funds. Shareholders are entitled to one vote for each whole share held and a proportional fractional vote for each fractional vote held, on matters on which they are entitled to vote. Fund shareholders do not have cumulative voting rights. The Trust is not required to hold, and has no present intention of holding, annual meetings of shareholders.

Liquidation Rights

In the event of the liquidation or dissolution of the Trust or the Fund, shareholders of the Fund are entitled to receive the assets attributable to the relevant class of shares of the Fund that are available for distribution, and a distribution of any general assets not attributable to a particular investment portfolio that are available for distribution in such manner and on such basis as the Board may determine.

Preemptive Rights

There are no preemptive rights associated with Fund shares.

Conversion Rights

Shareholders have the right, which is subject to change by the Board, to convert or “exchange” shares of one class for another. Such right is outlined and subject to certain conditions set forth in the Fund’s Prospectus.

Redemptions

The Fund’s dividend, distribution and redemption policies can be found in its Prospectus. However, the Board may suspend the right of shareholders to sell shares when permitted or required to do so by law, or compel sales of shares in certain cases. Unusual market conditions, significant levels of redemption requests, a significant percentage of illiquid securities held by the Fund, or other factors may affect the Fund’s ability to pay redemption proceeds within the normal time period for payment stated in the Prospectus.

Sinking Fund Provisions

The Trust has no sinking fund provisions.

Calls or Assessment

All Fund shares are issued in uncertificated form only, and when issued will be fully paid and non-assessable by the Trust.

 

53


Table of Contents

PURCHASE, REDEMPTION AND PRICING OF SHARES

Purchase and Redemption

An investor may buy, sell and exchange shares in the Fund utilizing the methods, and subject to the restrictions, described in the Fund’s Prospectus. The following information supplements that which can be found in the Fund’s Prospectus.

The Fund has authorized one or more broker/dealers to accept buy and sell orders on the Fund’s behalf. These broker/dealers are authorized to designate other intermediaries to accept buy and sell orders on the Fund’s behalf. The Fund will be deemed to have received a buy or sell order when an authorized broker/dealer, or, if applicable, a broker/dealer’s authorized designee, accepts the order. Customer orders will be priced at the Fund’s net asset value next computed after they are accepted by an authorized broker/dealer or the broker’s authorized designee.

The Trust also may make payment for sales in readily marketable securities or other property if it is appropriate to do so in light of the Trust’s responsibilities under the 1940 Act.

Under the 1940 Act, the Fund may suspend the right of redemption or postpone the date of payment for shares during any period when (i) trading on the NYSE is restricted by applicable rules and regulations of the SEC; (ii) the NYSE is closed for other than customary weekend and holiday closings; (iii) the SEC has by order permitted such suspension; (iv) an emergency exists as determined by the SEC. (The Fund may also suspend or postpone the recordation of the transfer of their shares upon the occurrence of any of the foregoing conditions).

The Trust has elected to be governed by Rule 18f-1 under the 1940 Act, as a result of which the Fund is obligated to redeem shares, subject to the exceptions listed above, with respect to any one shareholder during any 90-day period, solely in cash up to the lesser of $250,000 or 1% of the net asset value of the Fund at the beginning of the period.

Anti-Money Laundering Compliance

The Fund is required to comply with various anti-money laundering laws and regulations. Consequently, the Fund may request additional required information from you to verify your identity. Your application will be rejected if it does not contain your name, social security number, date of birth and permanent street address. If at any time the Fund believes a shareholder may be involved in suspicious activity or if certain account information matches information on government lists of suspicious persons, the Funds may choose not to establish a new account or may be required to “freeze” a shareholder’s account. The Fund also may be required to provide a governmental agency with information about transactions that have occurred in a shareholder’s account or to transfer monies received to establish a new account, transfer an existing account or transfer the proceeds of an existing account to a governmental agency. In some circumstances, the law may not permit the Fund to inform the shareholder that it has taken the actions described above.

Offering Price

The Fund uses the amortized cost method to determine the value of its portfolio securities pursuant to Rule 2a-7 under the 1940 Act. The amortized cost method involves valuing a security at its cost initially and thereafter a constant amortization to maturity of any discount or premium is assumed, regardless of the impact of fluctuating interest rates on the market value of the security. The net asset value per share of the Fund will be determined (unless the Fund closes earlier) as of the times outlined in the Prospectus.

The Fund invests only in high-quality instruments and maintains a dollar-weighted average portfolio maturity of 90 days or less. The Fund generally may only invest in securities with a remaining maturity of 397 days or less, or that have maturities longer than 397 days but have demand, interest rate reset features or

 

54


Table of Contents

guarantees that are 397 days or less. The Board has established procedures reasonably designed, taking into account current market conditions and the Fund’s investment objective, to stabilize the net asset value per share of the Fund for purposes of sales and redemptions at $1.00. These procedures include review by the Board at such intervals as it deems appropriate to determine the extent, if any, to which the net asset value per share of the Fund calculated by using available market quotations deviates from $1.00 per share. In the event such deviation exceeds one-half of one percent, a Board will promptly consider what action, if any, should be initiated. If the Board believes that the extent of any deviation from the Fund’s $1.00 amortized cost price per share may result in material dilution or other unfair results to new or existing investors, it has agreed to take such steps as it considers appropriate to eliminate or reduce, to the extent reasonably practicable, any such dilution or unfair results. These steps may include selling portfolio instruments prior to maturity; shortening the average portfolio maturity; withholding or reducing dividends; redeeming shares in kind; reducing the number of the Fund’s outstanding shares without monetary consideration; or utilizing a net asset value per share determined by using available market quotations.

 

55


Table of Contents

TAXATION

The following information supplements and should be read in conjunction with the section in the Fund’s Prospectus entitled Distributions and Taxes. The Prospectus generally describes the federal income tax treatment of distributions by the Fund. This section of the SAI provides additional information concerning federal income taxes. It is based on the Code, applicable Treasury Regulations, judicial authority, and administrative rulings and practice, in effect as of the date of this SAI and all of which are subject to change, including changes with retroactive effect. Except as explicitly set forth below, the following discussion does not address any state, local or foreign tax matters.

A shareholder’s tax treatment may vary depending upon his or her particular situation. This discussion applies only to shareholders holding Fund shares as capital assets within the meaning of the Code. Except as otherwise noted, it may not apply to certain types of shareholders who may be subject to special rules, such as insurance companies, tax-exempt organizations, shareholders holding Fund shares through tax-advantaged accounts (such as 401(k) Plan Accounts or Individual Retirement Accounts), financial institutions, broker-dealers, entities that are not organized under the laws of the United States or a political subdivision thereof, persons who are neither citizens nor residents of the United States, shareholders holding Fund shares as part of a hedge, straddle, or conversion transaction, and shareholders who are subject to the federal alternative minimum tax.

The Trust has not requested and will not request an advance ruling from the IRS as to the federal income tax matters described below. The IRS could adopt positions contrary to those discussed below and such positions could be sustained. In addition, the following discussion and the discussions in the Prospectus applicable to each shareholder address only some of the federal income tax considerations generally affecting investments in the Fund. Prospective shareholders are urged to consult with their own tax advisors and financial planners regarding the federal tax consequences of an investment in the Fund, the application of state, local, or foreign laws, and the effect of any possible changes in applicable tax laws on their investment in the Fund.

Qualification as a Regulated Investment Company

It is intended that the Fund qualify as a “regulated investment company” under Subchapter M of Subtitle A, Chapter 1 of the Code. The Fund will be treated as a separate entity for federal income tax purposes. Thus, the provisions of the Code applicable to regulated investment companies generally will apply separately to the Fund, even though the Fund is a series of the Trust. Furthermore, the Fund will separately determine its income, gains, losses, and expenses for federal income tax purposes.

In order to qualify as a regulated investment company under the Code, the Fund must, among other things, derive at least 90% of its gross income each taxable year generally from (i) dividends, interest, certain payments with respect to securities loans, gains from the sale or other disposition of stock, securities or foreign currencies, and other income attributable to its business of investing in such stock, securities or foreign currencies (including, but not limited to, gains from options, futures or forward contracts) and (ii) net income derived from an interest in a qualified publicly traded partnership, as defined below. In general, for purposes of this 90% gross income requirement, income derived from a partnership will be treated as qualifying income only to the extent such income is attributable to items of income of the partnership which would be qualifying income if realized by the regulated investment company. However, recent legislation provides that 100% of the net income derived from an interest in a qualified publicly traded partnership (defined as a partnership (x) the interests in which are traded on an established securities market or readily tradable on a secondary market or the substantial equivalent thereof, (y) that derives at least 90% of its income from the passive income sources defined in Code Section 7704(d), and (z) that derives less than 90% of its income from the qualifying income described in clause (i) above) will be treated as qualifying income. In addition, although in general the passive loss rules do not apply to a regulated investment company, such rules do apply to a regulated investment company with respect to items attributable to an interest in a qualified publicly traded partnership.

The Fund must also diversify its holdings so that, at the end of each quarter of the Fund’s taxable year: (i) at least 50% of the fair market value of its assets consists of (A) cash and cash items (including receivables), U.S.

 

56


Table of Contents

government securities and securities of other regulated investment companies, and (B) securities of any one issuer (other than those described in clause (A)) to the extent such securities do not exceed 5% of the value of the Fund’s total assets and are not more than 10% of the outstanding voting securities of such issuer, and (ii) not more than 25% of the value of the Fund’s total assets consists of the securities of any one issuer (other than those described in clause (i)(A)), the securities of two or more issuers the Fund controls and which are engaged in the same, similar, or related trades or businesses, or the securities of one or more qualified publicly traded partnerships. In addition, for purposes of meeting this diversification requirement, the term “outstanding voting securities of such issuer” includes the equity securities of a qualified publicly traded partnership and in the case of the Fund’s investments in loan participations, the Fund shall treat both the financial intermediary and the issuer of the underlying loan as an issuer. The qualifying income and diversification requirements applicable to the Fund may limit the extent to which it can engage in transactions in options, futures contracts, forward contracts, and swap agreements.

In addition, the Fund generally must distribute to its shareholders at least 90% of its investment company taxable income for the taxable year, which generally includes its ordinary income and the excess of any net short-term capital gain over net long-term capital loss, and at least 90% of its net tax-exempt interest income earned for the taxable year. If the Fund meets all of the regulated investment company requirements, it generally will not be subject to federal income tax on any of the investment company taxable income and net capital gain (i.e., the excess of net long-term capital gain over net short-term capital loss) it distributes to its shareholders. For this purpose, the Fund generally must make the distributions in the same year that it realizes the income and gain, although in certain circumstances, the Fund may make the distributions in the following taxable year. However, no assurance can be given that the Fund will not be subject to federal income taxation. Shareholders generally are taxed on any distributions from the Fund in the year they are actually distributed. If the Fund declares a distribution to shareholders of record in October, November or December of one year and pays the distribution by January 31 of the following year, however, the Fund and its shareholders will be treated as if the Fund paid the distribution by December 31 of the first taxable year. The Fund intends to distribute at least annually its investment company taxable income (computed without regard to the dividends-paid deduction) and may distribute its net capital gain.

Moreover, the Fund may retain for investment all or a portion of its net capital gain. If the Fund retains any net capital gain, it will be subject to a tax at regular corporate rates on the amount retained, but may designate the retained amount as undistributed capital gains in a notice to its shareholders, who (i) will be required to include in income for federal income tax purposes, as long-term capital gain, their shares of such undistributed amount, and (ii) will be entitled to credit their proportionate shares of the tax paid by the Fund on such undistributed amount against their federal income tax liabilities, if any, and to claim refunds to the extent the credit exceeds such liabilities. For federal income tax purposes, the tax basis of shares owned by a shareholder of the Fund will be increased by an amount equal under current law to the difference between the amount of undistributed capital gains included in the shareholder’s gross income and the tax deemed paid by the shareholder under clause (ii) of the preceding sentence.

If, for any taxable year, the Fund fails to qualify as a regulated investment company under the Code or fails to meet the distribution requirements, it will be taxed in the same manner as an ordinary corporation without any deduction for its distributions to shareholders, and all distributions from the Fund’s current and accumulated earnings and profits (including any distributions of its net tax-exempt income and net long-term capital gains) to its shareholders will be taxable to shareholders as dividend income. To qualify again to be taxed as a regulated investment company in a subsequent year, the Fund may be required to distribute to its shareholders its earnings and profits attributable to non-regulated investment company years reduced by an interest charge on 50% of such earnings and profits payable by the Fund to the IRS. In addition, if the Fund initially qualifies as a regulated investment company but subsequently fails to qualify as a regulated investment company for a period greater than two taxable years, the Fund generally would be required to recognize and pay tax on any net built-in gain (the excess of aggregate gain, including items of income, over aggregate loss that would have been realized if the Fund had been liquidated) or, alternatively, to be subject to taxation on such built-in gain recognized for a period of ten years, in order to re-qualify as a regulated investment company in a subsequent year.

 

57


Table of Contents

Excise Tax

If the Fund fails to distribute by December 31 of each calendar year at least 98% of its ordinary income (excluding capital gains and losses for that year), at least 98% of its capital gain net income (adjusted for net ordinary losses) for the 1-year period ending on October 31 of that year, and any of its ordinary income and capital gain net income from previous years that were not distributed during such years, the Fund will be subject to a nondeductible 4% excise tax on the undistributed amounts. The Fund generally intends to actually distribute or be deemed to have distributed (as described earlier) substantially all of its net income and gain, if any, by the end of each calendar year and, thus, expects not to be subject to the excise tax. However, no assurance can be given that the Fund will not be subject to the excise tax. Moreover, the Fund reserves the right to pay an excise tax rather than make an additional distribution when circumstances warrant (for example, if the amount of excise tax to be paid is deemed de minimis by the Fund).

Capital Loss Carryforwards

The Fund is permitted to carry forward a net capital loss from any year to offset its capital gains, if any, realized during the eight years following the year of the loss. The Fund’s capital loss carryforward is treated as a short-term capital loss in the year to which it is carried. If future capital gains are offset by carried forward capital losses, such future capital gains are not subject to fund-level federal income taxation, regardless of whether they are distributed to shareholders. Accordingly, the Fund does not expect to distribute any such offsetting capital gains. The Fund cannot carry back or carry forward any net operating losses.

If the Fund engages in a reorganization, either as an acquiring fund or acquired fund, its capital loss carryforwards (if any), its unrealized losses (if any), and any such losses of other funds participating in the reorganization, may be subject to severe limitations that could make such losses substantially unusable. The Fund has engaged in reorganizations in the past and/or may engage in reorganizations in the future.

Equalization Accounting

The Fund may use the so-called “equalization method” of accounting to allocate a portion of its “accumulated earnings and profits,” which generally equals the Fund’s undistributed net investment income and realized capital gains, with certain adjustments, to redemption proceeds. This method permits the Fund to achieve more balanced distributions for both continuing and redeeming shareholders.

Although using this method generally will not affect the Fund’s total returns, it may reduce the amount of income and gains that the Fund would otherwise distribute to continuing shareholders by reducing the effect of redemptions of Fund shares on Fund distributions to shareholders. The IRS has not sanctioned the particular equalization method used by the Fund, and thus the Fund’s use of this method may be subject to IRS scrutiny.

Taxation of Fund Investments

In general, realized gains or losses on the sale of securities held by the Fund will be treated as capital gains or losses, and long-term capital gains or losses if the Fund has held the disposed securities for more than one year at the time of disposition.

If the Fund purchases a debt obligation with original issue discount (OID) (generally a debt obligation with a purchase price less than its principal amount, such as a zero-coupon bond), the Fund may be required to annually include in its taxable income a portion of the OID as ordinary income, even though the Fund will not receive cash payments for such discount until maturity or disposition of the obligation. Inflation-protected bonds generally can be expected to produce OID income as their principal amounts are adjusted upward for inflation. A portion of the OID includible in income with respect to certain high-yield corporate debt securities may be treated as a dividend for federal income tax purposes. In general, gains recognized on the disposition of a debt

 

58


Table of Contents

obligation (including a municipal obligation) purchased by the Fund at a market discount, generally at a price less than its principal amount, will be treated as ordinary income to the extent of the portion of market discount which accrued, but was not previously recognized pursuant to an available election, during the term that the Fund held the debt obligation. The Fund generally will be required to make distributions to shareholders representing the OID income on debt securities that is currently includible in income, even though the cash representing such income may not have been received by the Fund. Cash to pay such distributions may be obtained from borrowing or from sales proceeds of securities held by the Fund which the Fund otherwise might have continued to hold; obtaining such cash might be disadvantageous for the Fund.

In addition, payment-in-kind securities similarly will give rise to income which is required to be distributed and is taxable even though the Fund holding the security receives no interest payment in cash on the security during the year. A portion of the interest paid or accrued on certain high-yield discount obligations (such as high-yield corporate debt securities described above) may not (and interest paid on debt obligations owned by the Fund that are considered for tax purposes to be payable in the equity of the issuer or a related party will not) be deductible to the issuer, possibly affecting the cash flow of the issuer.

If the Fund invests in debt obligations that are in the lowest rating categories or are unrated, including debt obligations of issuers not currently paying interest or who are in default, special tax issues may exist for the Fund. Tax rules are not entirely clear about issues such as when the Fund may cease to accrue interest, OID or market discount, when and to what extent deductions may be taken for bad debts or worthless securities and how payments received on obligations in default should be allocated between principal and income. These and other related issues will be addressed by the Fund when, as and if it invests in such securities, in order to seek to ensure that it distributes sufficient income to preserve its status as a regulated investment company and does not become subject to U.S. federal income or excise tax.

If an option granted by the Fund is sold, lapses or is otherwise terminated through a closing transaction, such as a repurchase by the Fund of the option from its holder, the Fund will realize a short-term capital gain or loss, depending on whether the premium income is greater or less than the amount paid by the Fund in the closing transaction. Some capital losses realized by the Fund in the sale, exchange, exercise or other disposition of an option may be deferred if they result from a position that is part of a “straddle,” discussed below. If securities are sold by the Fund pursuant to the exercise of a covered call option granted by it, the Fund generally will add the premium received to the sale price of the securities delivered in determining the amount of gain or loss on the sale. If securities are purchased by the Fund pursuant to the exercise of a put option written by it, the Fund generally will subtract the premium received from its cost basis in the securities purchased.

Some regulated futures contracts, certain foreign currency contracts, and non-equity, listed options used by the Fund will be deemed “Section 1256 contracts.” The Fund will be required to “mark to market” any such contracts held at the end of the taxable year by treating them as if they had been sold on the last day of that year at market value. Sixty percent of any net gain or loss realized on all dispositions of Section 1256 contracts, including deemed dispositions under the “mark-to-market” rule, generally will be treated as long-term capital gain or loss, and the remaining 40% will be treated as short-term capital gain or loss, although certain foreign currency gains and losses from such contracts may be treated as ordinary income or loss as described below. These provisions may require the Fund to recognize income or gains without a concurrent receipt of cash. Transactions that qualify as designated hedges are exempt from the mark-to-market rule and the “60%/40%” rule and may require the Fund to defer the recognition of losses on certain futures contracts, foreign currency contracts, and non-equity options.

Foreign exchange gains and losses realized by the Fund in connection with certain transactions involving foreign currency-denominated debt securities, certain options, futures contracts, forward contracts and similar instruments relating to foreign currency, foreign currencies, or payables or receivables denominated in a foreign currency are subject to Section 988 of the Code, which generally causes such gains and losses to be treated as ordinary income or loss and may affect the amount and timing of recognition of the Fund’s income. Under future

 

59


Table of Contents

Treasury Regulations, any such transactions that are not directly related to the Fund’s investments in stock or securities (or its options contracts or futures contracts with respect to stock or securities) may have to be limited in order to enable the Fund to satisfy the 90% income test described above. If the net foreign exchange loss exceeds the Fund’s net investment company taxable income (computed without regard to such loss) for a taxable year, the resulting ordinary loss for such year will not be available as a carryforward and thus cannot be deducted by the Fund or its shareholders in future years.

Offsetting positions held by the Fund involving certain derivative instruments, such as financial forward, futures and options contracts, may be considered, for federal income tax purposes, to constitute “straddles.” “Straddles” are defined to include “offsetting positions” in actively traded personal property. The tax treatment of “straddles” is governed by Section 1092 of the Code which, in certain circumstances, overrides or modifies the provisions of Section 1256. If the Fund is treated as entering into a “straddle” and at least one (but not all) of the Fund’s positions in derivative contracts comprising a part of such straddle is governed by Section 1256 of the Code, described above, then such straddle could be characterized as a “mixed straddle.” The Fund may make one or more elections with respect to “mixed straddles.” Depending upon which election is made, if any, the results with respect to the Fund may differ. Generally, to the extent the straddle rules apply to positions established by the Fund, losses realized by the Fund may be deferred to the extent of unrealized gain in any offsetting positions. Moreover, as a result of the straddle rules, short-term capital loss on straddle positions may be recharacterized as long-term capital loss, and long-term capital gain may be characterized as short-term capital gain. In addition, the existence of a straddle may affect the holding period of the offsetting positions. As a result, the straddle rules could cause distributions that would otherwise constitute “qualified dividend income” to fail to satisfy the applicable holding period requirements (as described below) and therefore to be taxed as ordinary income. Furthermore, the Fund may be required to capitalize, rather than deduct currently, any interest expense and carrying charges applicable to a position that is part of a straddle, including any interest on indebtedness incurred or continued to purchase or carry any positions that are part of a straddle. Because the application of the straddle rules may affect the character and timing of gains and losses from affected straddle positions, the amount which must be distributed to shareholders, and which will be taxed to shareholders as ordinary income or long-term capital gain, may be increased or decreased substantially as compared to the situation where the Fund had not engaged in such transactions.

If the Fund enters into a “constructive sale” of any appreciated financial position in stock, a partnership interest, or certain debt instruments, the Fund will be treated as if it had sold and immediately repurchased the property and must recognize gain (but not loss) with respect to that position. A constructive sale of an appreciated financial position occurs when the Fund enters into certain offsetting transactions with respect to the same or substantially identical property, including: (i) a short sale; (ii) an offsetting notional principal contract; (iii) a futures or forward contract; or (iv) other transactions identified in future Treasury Regulations. The character of the gain from constructive sales will depend upon the Fund’s holding period in the appreciated financial position. Losses realized from a sale of a position that was previously the subject of a constructive sale will be recognized when the position is subsequently disposed of. The character of such losses will depend upon the Fund’s holding period in the position beginning with the date the constructive sale was deemed to have occurred and the application of various loss deferral provisions in the Code. Constructive sale treatment does not apply to certain closed transactions, including if such a transaction is closed on or before the 30th day after the close of the Fund’s taxable year and the Fund holds the appreciated financial position unhedged throughout the 60-day period beginning with the day such transaction was closed.

The amount of long-term capital gain the Fund may recognize from certain derivative transactions with respect to interests in certain pass-through entities is limited under the Code’s constructive ownership rules. The amount of long-term capital gain is limited to the amount of such gain the Fund would have had if the Fund directly invested in the pass-through entity during the term of the derivative contract. Any gain in excess of this amount is treated as ordinary income. An interest charge is imposed on the amount of gain that is treated as ordinary income.

 

60


Table of Contents

In addition, the Fund’s transactions in securities and certain types of derivatives (e.g., options, futures contracts, forward contracts and swap agreements) may be subject to other special tax rules, such as the wash-sale rules or the short-sale rules, the effect of which may be to accelerate income to the Fund, defer losses to the Fund, cause adjustments in the holding periods of the Fund’s securities, convert long-term capital gains into short-term capital gains, and/or convert short-term capital losses into long-term capital losses. These rules could therefore affect the amount, timing and character of distributions to shareholders.

Certain of the Fund’s hedging activities (including its transactions, if any, in foreign currencies or foreign currency-denominated instruments) are likely to produce a difference between its book income and its taxable income. If the Fund’s book income exceeds its taxable income, the distribution (if any) of such excess generally will be treated as (i) a dividend to the extent of the Fund’s remaining earnings and profits (including earnings and profits arising from tax exempt income), (ii) thereafter, as a return of capital to the extent of the recipient’s basis in its shares, and (iii) thereafter, as gain from the sale or exchange of a capital asset. If the Fund’s book income is less than taxable income, the Fund could be required to make distributions exceeding book income to qualify as a regulated investment company that is accorded special tax treatment.

Rules governing the federal income tax aspects of derivatives, including swap agreements, are in a developing stage and are not entirely clear in certain respects, particularly in light of a 2006 IRS revenue ruling that held that income from a derivative contract with respect to a commodity index is not qualifying income for a regulated investment company. Accordingly, while the Fund intends to account for such transactions in a manner it deems to be appropriate, the IRS might not accept such treatment. If it did not, the status of the Fund as a regulated investment company might be jeopardized. Certain requirements that must be met under the Code in order for the Fund to qualify as a regulated investment company may limit the extent to which the Fund will be able to engage in derivatives transactions.

The Fund may invest in REITs. Investments in REIT equity securities may require the Fund to accrue and distribute income not yet received. To generate sufficient cash to make the requisite distributions, the Fund may be required to sell securities in its portfolio (including when it is not advantageous to do so) that it otherwise would have continued to hold. The Fund’s investments in REIT equity securities may at other times result in the Fund’s receipt of cash in excess of the REIT’s earnings; if the Fund distributes these amounts, these distributions could constitute a return of capital to Fund shareholders for federal income tax purposes. Dividends received by the Fund from a REIT generally will not constitute qualified dividend income.

The Fund may invest in REITs that hold residual interests in REMICs or taxable mortgage pools (TMPs), or such REITs may themselves constitute TMPs. Under an IRS notice, and Treasury Regulations that have yet to be issued but may apply retroactively, a portion of the Fund’s income from a REIT that is attributable to the REIT’s residual interest in a REMIC or a TMP (referred to in the Code as an “excess inclusion”) will be subject to federal income tax in all events. This notice also provides, and the regulations are expected to provide, that excess inclusion income of a regulated investment company, such as the Fund, will be allocated to shareholders of the regulated investment company in proportion to the dividends received by such shareholders, with the same consequences as if the shareholders held the related REMIC residual interest or invested in the TMP directly. As a result, the Fund may not be a suitable investment for certain tax-exempt shareholders, as noted under Tax-Exempt Shareholders below.

In general, excess inclusion income allocated to shareholders (i) cannot be offset by net operating losses (subject to a limited exception for certain thrift institutions), (ii) will constitute unrelated business taxable income (UBTI) to entities (including a qualified pension plan, an individual retirement account, a 401(k) plan, a Keogh plan or certain other tax-exempt entities) subject to tax on unrelated business income, thereby potentially requiring such an entity that is allocated excess inclusion income, and otherwise might not be required to file a tax return, to file a tax return and pay tax on such income, and (iii) in the case of a non-U.S. shareholder, will not qualify for any reduction in U.S. federal withholding tax.

 

61


Table of Contents

“Passive foreign investment companies” (PFICs) are generally defined as foreign corporations where at least 75% of their gross income for their taxable year is income from passive sources (such as interest, dividends, certain rents and royalties, or capital gains) or at least 50% of their assets on average produce such passive income. If the Fund acquires any equity interest in a PFIC, the Fund could be subject to federal income tax and interest charges on “excess distributions” received from the PFIC or on gain from the sale of such equity interest in the PFIC, even if all income or gain actually received by the Fund is timely distributed to its shareholders. Excess distributions will be characterized as ordinary income even though, absent the application of PFIC rules, some excess distributions may have been classified as capital gain.

The Fund will not be permitted to pass through to its shareholders any credit or deduction for taxes and interest charges incurred with respect to PFICs. Elections may be available that would ameliorate these adverse tax consequences, but such elections could require the Fund to recognize taxable income or gain without the concurrent receipt of cash. Investments in PFICs could also result in the treatment of associated capital gains as ordinary income. The Fund may attempt to limit and/or manage its holdings in PFICs to minimize its tax liability or maximize its returns from these investments but there can be no assurance it will be able to do so. Moreover, because it is not always possible to identify a foreign corporation as a PFIC in advance of acquiring shares in the corporation, the Fund may incur the tax and interest charges described above in some instances. Dividends paid by PFICs will not be eligible to be treated as qualified dividend income, as defined below.

In addition to the investments described above, prospective shareholders should be aware that other investments made by the Fund may involve complex tax rules that may result in income or gain recognition by the Fund without corresponding current cash receipts. Although the Fund seeks to avoid significant noncash income, such noncash income could be recognized by the Fund, in which case the Fund may distribute cash derived from other sources in order to meet the minimum distribution requirements described above. In this regard, the Fund could be required at times to liquidate investments prematurely in order to satisfy its minimum distribution requirements.

Taxation of Distributions

Distributions paid out of the Fund’s current and accumulated earnings and profits (as determined at the end of the year), whether paid in cash or reinvested in the Fund, generally are deemed to be taxable distributions and must be reported by each shareholder who is required to file a U.S. federal income tax return. Dividends and distributions on the Fund’s shares are generally subject to federal income tax as described herein to the extent they do not exceed the Fund’s realized income and gains, even though such dividends and distributions may economically represent a return of a particular shareholder’s investment. Such distributions are likely to occur in respect of shares purchased at a time when the Fund’s net asset value reflects gains that are either unrealized, or realized but not distributed. For federal income tax purposes, the Fund’s earnings and profits, described above, are determined at the end of the Fund’s taxable year and are allocated pro rata to distributions paid over the entire year. Distributions in excess of the Fund’s current and accumulated earnings and profits will first be treated as a return of capital up to the amount of a shareholder’s tax basis in his or her Fund shares and then as capital gain. The Fund may make distributions in excess of its earnings and profits to a limited extent, from time to time.

For federal income tax purposes, distributions of investment income are generally taxable as ordinary income, and distributions of gains from the sale of investments that the Fund owned for one year or less will be taxable as ordinary income. Distributions designated by the Fund as capital gain dividends will be taxable to shareholders as long-term capital gain (to the extent such distributions do not exceed the Fund’s actual net long-term capital gain for the taxable year), regardless of how long a shareholder has held Fund shares, and do not qualify as dividends for purposes of the dividends-received deduction or as qualified dividend income (defined below). The Fund will designate capital gain dividends, if any, in a written notice mailed by the Fund to its shareholders not later than 60 days after the close of the Fund’s taxable year.

 

62


Table of Contents

Some states will not tax distributions made to individual shareholders that are attributable to interest the Fund earned on direct obligations of the U.S. government if the Fund meets the state’s minimum investment or reporting requirements, if any. Investments in GNMA or FNMA securities, bankers’ acceptances, commercial paper, and repurchase agreements collateralized by U.S. government securities generally do not qualify for tax-free treatment. This exemption may not apply to corporate shareholders.

Sales and Exchanges of Fund Shares

In general, as long as the Fund maintains a net asset value of $1.00 per share, no gain or loss should be recognized upon the sale or exchange of Fund shares. If a shareholder sells or exchanges his or her Fund shares, he or she generally will realize a taxable capital gain or loss on the difference between the amount received for the shares (or deemed received in the case of an exchange) and his or her tax basis in the shares. This gain or loss will be long-term capital gain or loss if he or she has held such Fund shares for more than one year at the time of the sale or exchange, and short-term otherwise.

If a shareholder realizes a loss on a disposition of Fund shares, the loss will be disallowed under “wash sale” rules to the extent that he or she purchases substantially identical shares within the 61-day period beginning 30 days before and ending 30 days after the disposition. Any disallowed loss generally will be reflected in an adjustment to the tax basis of the purchased shares.

If a shareholder receives or is deemed to receive a long-term capital gain dividend with respect to any Fund share and such Fund share is held for six months or less, then (unless otherwise disallowed) any loss on the sale or exchange of that Fund share will be treated as a long-term capital loss to the extent of the capital gain dividend.

Foreign Taxes

Amounts realized by the Fund from sources within foreign countries may be subject to withholding and other taxes imposed by such countries. Tax conventions between certain countries and the United States may reduce or eliminate such taxes. If more than 50% of the value of the Fund’s total assets at the close of its taxable year consists of securities of non-U.S. corporations, the Fund will be eligible to file an annual election with the IRS pursuant to which the Fund may pass-through to its shareholders on a pro rata basis foreign income and similar taxes paid by the Fund, which may be claimed, subject to certain limitations, either as a tax credit or deduction by the shareholders. It is not expected that the Fund will qualify for this election.

Federal Income Tax Rates

As of the date of this SAI, the maximum stated federal income tax rate applicable to individuals generally is 35% for ordinary income and 15% for net long-term capital gain.

Current federal income tax law also provides for a maximum individual federal income tax rate applicable to “qualified dividend income” equal to the highest net long-term capital gains rate, which generally is 15%. In general, “qualified dividend income” is income attributable to dividends received by the Fund in taxable years beginning on or before December 31, 2010 from certain domestic and foreign corporations, as long as certain holding period and other requirements are met by the Fund with respect to the dividend-paying corporation’s stock and by the shareholders with respect to the Fund’s shares. If 95% or more of the Fund’s gross income (excluding net long-term capital gain over net short-term capital loss) constitutes qualified dividend income, all of its distributions (other than capital gain dividends) will be generally treated as qualified dividend income in the hands of individual shareholders, as long as they have owned their Fund shares for at least 61 days during the 121-day period beginning 60 days before the Fund’s ex-dividend date (or, in the case of certain preferred stock, 91 days during the 181-day period beginning 90 days before such date). In general, if less than 95% of the Fund’s income is attributable to qualified dividend income, then only the portion of the Fund’s distributions that is

 

63


Table of Contents

attributable to qualified dividend income and designated as such in a timely manner will be so treated in the hands of individual shareholders who meet the aforementioned holding period requirements. Payments received by the Fund from securities lending, repurchase and other derivative transactions ordinarily will not qualify. The rules regarding the qualification of Fund distributions as qualified dividend income are complex, including the holding period requirements. Individual Fund shareholders therefore are urged to consult their own tax advisors and financial planners. Income and bond funds typically do not distribute significant amounts of qualified dividend income.

The maximum stated corporate federal income tax rate applicable to ordinary income and net capital gain is 35%. Actual marginal tax rates may be higher for some shareholders, for example, through reductions in deductions. Naturally, the amount of tax payable by any taxpayer will be affected by a combination of tax laws covering, for example, deductions, credits, deferrals, exemptions, sources of income and other matters. Federal income tax rates are set to increase in future years under various “sunset” provisions of federal income tax laws.

Backup Withholding

The Fund generally is required to withhold, and remit to the U.S. Treasury, subject to certain exemptions, an amount equal to 28% of all distributions and redemption proceeds (including proceeds from exchanges and redemptions in-kind) paid or credited to a Fund shareholder if (1) the shareholder fails to furnish the Fund with a correct “taxpayer identification number” (TIN) or has not certified to the Fund that withholding does not apply or (2) the IRS notifies the Fund that the shareholder’s TIN is incorrect or the shareholder is otherwise subject to backup withholding. This backup withholding is not an additional tax imposed on the shareholder. The shareholder may apply amounts required to be withheld as a credit against his or her future federal income tax liability, provided that the required information is furnished to the IRS. If a shareholder fails to furnish a valid TIN upon request, the shareholder can also be subject to IRS penalties. The rate of backup withholding is set to increase for amounts distributed or paid after December 31, 2010.

Tax-Deferred Plans

The shares of the Fund may be available for a variety of tax-deferred retirement and other tax-advantaged plans and accounts. Prospective investors should contact their tax advisors and financial planners regarding the tax consequences to them of holding Fund shares through such plans and/or accounts.

Corporate Shareholders

Subject to limitation and other rules, a corporate shareholder of the Fund may be eligible for the dividends-received deduction on Fund distributions attributable to dividends received by the Fund from domestic corporations, which, if received directly by the corporate shareholder, would qualify for such a deduction. For eligible corporate shareholders, the dividends-received deduction may be subject to certain reductions, and a distribution by the Fund attributable to dividends of a domestic corporation will be eligible for the deduction only if certain holding period and other requirements are met. These requirements are complex; therefore, corporate shareholders of the Fund are urged to consult their own tax advisors and financial planners.

As discussed above, a portion of the interest paid or accrued on certain high-yield discount obligations owned by the Fund may not (and interest paid on debt obligations, if any, that are considered for tax purposes to be payable in the equity of the issuer or a related party will not) be deductible to the issuer. If a portion of the interest paid or accrued on certain high-yield discount obligations is not deductible, that portion will be treated as a dividend for purposes of the corporate dividends received deduction if certain requirements are met. In such cases, if the issuer of the high-yield discount obligations is a domestic corporation, dividend payments by the Fund may be eligible for the dividends-received deduction to the extent of the dividend portion of such interest.

 

64


Table of Contents

Foreign Shareholders

Very generally, for taxable years beginning before January 1, 2008, distributions properly designated by a regulated investment company as “interest-related dividends” are exempt from federal income tax withholding provided the regulated investment company obtains a properly completed and signed certificate of foreign status from the foreign shareholder (“exempt foreign shareholder”). Interest-related dividends are generally attributable to the regulated investment company’s net interest income earned on certain debt obligations and paid to a nonresident alien individual, a foreign trust (i.e., a trust other than a trust with respect to which a U.S. court is able to exercise primary supervision over administration of that trust and one or more U.S. persons have authority to control substantial decisions of that trust), a foreign estate (i.e., an estate the income of which is not subject to U.S. tax regardless of source), or a foreign corporation (each, a “foreign shareholder”). In order to qualify as an interest-related dividend, the regulated investment company must designate a distribution as such in a written notice mailed to its shareholders not later than 60 days after the close of the regulated investment company’s taxable year. Distributions made to exempt foreign shareholders attributable to net investment income from other sources, such as dividends received by a regulated investment company, generally will be subject to non-refundable federal income tax withholding at a 30% rate (or such lower rate provided under an applicable income tax treaty). Notwithstanding the foregoing, if a distribution described above is “effectively connected” with a U.S. trade or business (or, if an income tax treaty applies, is attributable to a permanent establishment) of the recipient foreign shareholder, federal income tax withholding and exemptions attributable to foreign persons will not apply and the distribution will be subject to the tax, reporting and withholding requirements generally applicable to U.S. persons.

In general, a foreign shareholder’s capital gains realized on the disposition of shares of a regulated investment company, capital gain dividends and, with respect to taxable years of a regulated investment company beginning before January 1, 2008, short-term capital gain dividends are not subject to federal income or withholding tax, provided that the regulated investment company obtains a properly completed and signed certificate of foreign status, unless: (i) such gains or distributions are effectively connected with a U.S. trade or business (or, if an income tax treaty applies, are attributable to a permanent establishment) of the foreign shareholder; (ii) in the case of an individual foreign shareholder, the shareholder is present in the U.S. for a period or periods aggregating 183 days or more during the year of the disposition or receipt of the capital gain dividends and certain other conditions are met; or (iii) the shares of the regulated investment company on which the foreign shareholder realized gain constitute U.S. real property interests (USRPIs). However, as a money market fund, the Fund does not expect to realize substantial capital gain and thus does not expect to distribute substantial amounts of distributions that could qualify as capital gain dividends or short-term capital gain dividends, but no assurance can be given to this effect.

The tax provisions referred to in the two preceding paragraphs that gave exempt foreign shareholders exemptions from withholding with respect to “interest-related dividends” and “short-term capital gain dividends” recently expired. Although legislation was proposed to extend the application of those provisions, as of the date of this SAI it is unclear whether the legislation will be enacted.

Even if permitted to do so, the Fund provides no assurance that it will designate any distributions as interest-related dividends or short-term capital gain dividends. Even if the Fund makes such designations, if you hold Fund shares through an intermediary, no assurance can be made that your intermediary will respect such designations. Foreign persons should contact their intermediaries regarding the application of these rules to their accounts.

Special tax rules apply to distributions that a qualified investment entity (QIE) makes to foreign shareholders that are attributable to gain from the QIE’s sale or exchange of a USRPI. However, the Fund does not expect such special tax rules to apply because the Fund does not expect to be a QIE.

In order for a foreign investor to qualify for exemption from the withholding tax rates under income tax treaties, the foreign investor must comply with special certification and filing requirements. Foreign investors in the Fund should consult their tax advisors in this regard.

 

65


Table of Contents

Special rules apply to foreign partnerships and those holding Fund shares through foreign partnerships.

A beneficial holder of shares who is a foreign person may be subject to state and local tax and to the U.S. federal estate tax in addition to the federal tax on income referred to above.

Tax-Exempt Shareholders

Under current law, the Fund serves to “block” (that is, prevent the attribution to shareholders of) UBTI from being realized by tax-exempt shareholders. Notwithstanding this “blocking” effect, a tax exempt shareholder could realize UBTI by virtue of its investment in the Fund if shares in the Fund constitute debt-financed property in the hands of the tax-exempt shareholder within the meaning of Code Section 514(b).

It is possible that a tax-exempt shareholder will also recognize UBTI if the Fund recognizes “excess inclusion income” (as described above) derived from direct or indirect investments in REMIC residual interests or TMPs. Furthermore, any investment in residual interests of a CMO that has elected to be treated as a REMIC can create complex tax consequences, especially if the Fund has state or local governments or other tax-exempt organizations as shareholders.

In addition, special tax consequences apply to charitable remainder trusts (CRTs) that invest in regulated investment companies that invest directly or indirectly in residual interests in REMICs or in TMPs. Under legislation enacted in December 2006, a CRT, as defined in Section 664 of the Code, that realizes UBTI for a taxable year must pay an excise tax annually of an amount equal to such UBTI. Under IRS guidance issued in November 2006, a CRT will not recognize UBTI solely as a result of investing in a regulated investment company (such as the Fund) that recognizes “excess inclusion income.” Rather, if at any time during any taxable year a CRT (or one of certain other tax-exempt shareholders, such as the United States, a state or political subdivision, or an agency or instrumentality thereof, and certain energy cooperatives) is a record holder of a share in the Fund and the Fund recognizes “excess inclusion income,” then the Fund will be subject to a tax on that portion of its “excess inclusion income” for the taxable year that is allocable to such shareholders at the highest federal corporate income tax rate. The extent to which the IRS guidance remains applicable in light of the December 2006 legislation is unclear. To the extent permitted under the 1940 Act, the Fund may elect to specially allocate any such tax to the applicable CRT, or other shareholder, and thus reduce such shareholder’s distributions for the year by the amount of the tax that relates to such shareholder’s interest in the Fund. The Fund has not yet determined whether such an election will be made. CRTs are urged to consult their tax advisors concerning the consequences of investing in the Fund.

Tax Shelter Reporting Regulations

Under Treasury Regulations, if a shareholder recognizes a loss of $2 million or more for an individual shareholder or $10 million or more for a corporate shareholder, the shareholder must file with the IRS a disclosure statement on Form 8886. Direct shareholders of portfolio securities are in many cases excepted from this reporting requirement, but under current guidance, shareholders of a regulated investment company are not excepted. Future guidance may extend the current exception from this reporting requirement to shareholders of most or all regulated investment companies. The fact that a loss is reportable under these regulations does not affect the legal determination of whether the taxpayer’s treatment of the loss is proper. Shareholders should consult their tax advisors to determine the applicability of these regulations in light of their individual circumstances.

 

66


Table of Contents

CONTROL PERSONS AND PRINCIPAL SHAREHOLDERS

As of March 31, 2008, the name, address and percentage of ownership of each person who may be deemed to be a “principal holder” (i.e, owns of record or is known by the Trust to own beneficially 5% or more of any class of a Fund’s outstanding shares) is listed below.

Principal Holder Ownership of the Fund

 

Fund/Share Class and Shareholder Account Registration

   Share Balance    Percentage
of Class

Daily Cash Reserves — Trust Class Shares

     

US TRUST

TECHNOLOGY SUPPORT SVCS INC

ATTN: TRADE SUPPORT

499 WASHINGTON BLVD 7TH FLOOR

JERSEY CITY, NJ 07310-1995

   347,139,305.00    64.33

US TRUST

TECHNOLOGY & SUPPORT SVCS INC

ATTN: TRADE SUPPORT

499 WASHINGTON BLVD 7TH FLOOR

JERSEY CITY, NJ 07310-1995

   534,248,714.00    90.79

WELSH CARSON ANDERSON & STOWE CAPITAL PARTNERS III LP

C/O JONATHAN RATHER/DAVID MINTZ/RONA DROGY

320 PARK AVE STE 2500

NEW YORK, NY 10022-6815

   40,429,698.3800    7.49

WELSH CARSON ANDERSON & STOWE VIII LP

C/O JONATHAN RATHER/DAVID MINTZ/RONA DROGY

320 PARK AVE STE 2500

NEW YORK, NY 10022-6815

   27,434,473.6800    5.08

WELSH CARSON ANDERSON & STOWE IX LP

C/O JONATHAN RATHER/DAVID MINTZ/RONA DROGY

320 PARK AVE STE 2500

NEW YORK, NY 10022-6815

   67,671,597.0200    12.54

As of March 31, 2008, the name, address and percentage of ownership of each person who may be deemed to be a “control person” (as the term is defined in the 1940 Act) of the Fund because it owns greater than 25% of the outstanding shares, either beneficially or by virtue of its fiduciary or trust roles or otherwise, is show below. A controlling person’s vote could have a more significant effect on matters presented to shareholders for approval than the vote of other Fund shareholders.

Control Person Ownership of the Fund

 

Fund/Share Class and Shareholder Account Registration

   Share Balance    Percentage
of Class

Daily Cash Reserves — Trust Class Shares

     

US TRUST

TECHNOLOGY SUPPORT SVCS INC

ATTN: TRADE SUPPORT

499 WASHINGTON BLVD 7TH FLOOR

JERSEY CITY, NJ 07310-1995

   347,139,305.00    64.33

US TRUST

TECHNOLOGY & SUPPORT SVCS INC

ATTN: TRADE SUPPORT

499 WASHINGTON BLVD 7TH FLOOR

JERSEY CITY, NJ 07310-1995

   534,248,714.00    90.79

 

67


Table of Contents

APPENDIX A—DESCRIPTIONS OF SECURITIES RATINGS

This Appendix summarizes the various descriptions of securities ratings applicable to securities purchased by the Columbia Funds Family. Please refer to the Fund’s Prospectus and SAI to determine whether the Fund may invest in securities that have ratings described in this Appendix.

STANDARD & POOR’S (S&P)

Bonds

The following summarizes the ratings used by S&P for bonds. The ratings AAA, AA, A and BBB denote investment grade securities.

 

   

AAA bonds have the highest rating assigned by S&P and are considered to have an extremely strong capacity to pay interest and repay principal.

 

   

AA bonds are considered to have a very strong capacity to pay interest and repay principal, and they differ from AAA only in small degree.

 

   

A bonds are considered to have a strong capacity to pay interest and repay principal, although they are somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than debt in higher rated categories.

 

   

BBB bonds are considered to have an adequate capacity to pay interest and repay principal. Whereas they normally exhibit adequate protection parameters, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity to pay interest and repay principal than for bonds in the A category.

 

   

BB, B, CCC, CC and C bonds are considered to have predominantly speculative characteristics with respect to capacity to pay interest and repay principal in accordance with the terms of the obligation. BB indicates the lowest degree of speculation and C the highest degree. While such debt will likely have some quality and protective characteristics, these are outweighed by large uncertainties or large exposures to adverse conditions.

 

   

BB bonds are considered to have less near-term vulnerability to default than other speculative issues. However, they face major ongoing uncertainties or exposure to adverse business, financial, or economic conditions which could lead to inadequate capacity to meet timely interest and principal payments. The BB rating category is also used for debt subordinated to senior debt that is assigned an actual or implied BBB — rating.

 

   

B bonds are considered to have a greater vulnerability to default but currently have the capacity to meet interest payments and principal repayments. Adverse business, financial, or economic conditions will likely impair capacity or willingness to pay interest and repay principal. The B rating category is also used for debt subordinated to senior debt that is assigned an actual or implied BB or BB — rating.

 

   

CCC bonds are considered to have a currently identifiable vulnerability to default, and are dependent upon favorable business, financial, and economic conditions to meet timely payment of interest and repayment of principal. In the event of adverse business, financial, or economic conditions, the bonds are not likely to have the capacity to pay interest and repay principal. The CCC rating category is also used for debt subordinated to senior debt that is assigned an actual or implied B or B- rating.

 

   

CC rating typically is applied to debt subordinated to senior debt that is assigned an actual or implied CCC rating.

 

   

C rating typically is applied to debt subordinated to senior debt that is assigned an actual or implied CCC — debt rating. The C rating may be used to cover a situation, for example, where a bankruptcy petition has been filed, but debt service payments are continued.

 

A-1


Table of Contents
   

CI rating is reserved for income bonds on which no interest is being paid.

 

   

D bonds are in payment default. The D rating category is used when interest payments or principal payments are not made on the date due even if the applicable grace period has not expired, unless S&P believes that such payments will be made during such grace period. The D rating also will be used upon the filing of a bankruptcy petition if debt service payments are jeopardized.

Plus (+) or minus (-): The ratings from AA to CCC may be modified by the addition of a plus or minus sign to show relative standing within the major rating categories.

Municipal Notes

 

   

SP-1. Notes rated SP — 1 are considered to have very strong or strong capacity to pay principal and interest. Those issues determined to possess overwhelming safety characteristics are designated as SP-1+.

 

   

SP-2. Notes rated SP — 2 are considered to have satisfactory capacity to pay principal and interest.

Notes due in three years or less normally receive a note rating. Notes maturing beyond three years normally receive a bond rating, although the following criteria are used in making that assessment:

Amortization schedule (the larger the final maturity relative to other maturities, the more likely the issue will be rated as a note).

Source of payment (the more dependent the issue is on the market for its refinancing, the more likely it will be rated as a note).

Commercial Paper

 

   

A. Issues assigned this highest rating are regarded as having the greatest capacity for timely payment. Issues in this category are further refined with the designations 1, 2, and 3 to indicate the relative degree of safety.

 

   

A-1. Issues assigned to this rating are considered to have overwhelming or very strong capacity for timely payment. Those issues determined to possess overwhelming safety characteristics are designed A-1+.

MOODY’S INVESTORS SERVICE, INC. (MOODY’S)

Municipal Bonds

 

   

Aaa bonds are considered to be of the best quality. They are considered to have the smallest degree of investment risk and are generally referred to as “gilt edge”. Interest payments are protected by a large or by an exceptionally stable margin and principal is secure. While various protective elements are likely to change, such changes as can be visualized are most unlikely to impair a fundamentally strong position of such issues.

 

   

Aa bonds are considered to be of high quality by all standards. Together with Aaa bonds they comprise what are generally known as high-grade bonds. They are rated lower than the best bonds because margins of protection may not be as large in Aaa securities or fluctuation of protective elements may be of greater amplitude or there may be other elements present which make the long-term risks appear somewhat larger than in Aaa securities. Those bonds in the Aa through B groups that Moody’s believes possess the strongest investment attributes are designated by the symbols Aa1, A1 or Baa1.

 

   

A bonds are considered to possess many favorable investment attributes and are to be considered to be upper-medium-grade obligations. Factors giving security to principal and interest are considered adequate, but elements may be present that suggest a susceptibility to impairment at some time in the future.

 

A-2


Table of Contents
   

Baa bonds are considered to be medium grade obligations: they are neither highly protected nor poorly secured. Interest payments and principal security appear adequate for the present but certain protective elements may be lacking or may be characteristically unreliable over any great period of time. Such bonds lack outstanding investment characteristics and, in fact, have speculative characteristics as well.

 

   

Ba bonds are considered to have speculative elements: their future cannot be considered as well secured. Often, the protection of interest and principal payments may be very moderate and thereby not well safeguarded during both good and bad times in the future. Uncertainty of position characterizes bonds in this grade.

 

   

B bonds are considered generally to lack characteristics of a desirable investment. Assurance of interest and principal payments or of maintenance of other terms of the contract over any long period of time may be small.

 

   

Caa bonds are considered to be of poor standing. Such issues may be in default or there may be present elements of danger with respect to principal or interest.

 

   

Ca bonds are considered to represent obligations that are speculative in a high degree. Such issues are often in default or have other marked shortcomings.

 

   

C bonds are the lowest rated class of bonds and issues so rated are considered to have extremely poor prospects of ever attaining any real investment standing.

Conditional Ratings. Bonds for which the security depends upon the completion of some act or the fulfillment of some condition are rated conditionally. These are bonds secured by (a) earnings of projects under construction, (b) earnings of projects unseasoned in operating experience, (c) rentals which begin when facilities are completed, or (d) payments to which some other limiting conditions attach. Parenthetical rating denotes probable credit stature upon completion of construction or elimination of basis of condition.

Corporate Bonds

The description of the applicable rating symbols (Aaa, Aa, A, Baa, etc.) and their meanings is identical to that of the Municipal Bond ratings as set forth above, except for the numerical modifiers. Moody’s applies numerical modifiers 1, 2, and 3 in the Aa and A classifications of its corporate bond rating system. The modifier 1 indicates that the security ranks in the higher end of its generic rating category; the modifier 2 indicates a midrange ranking; and the modifier 3 indicates that the issuer ranks in the lower end of its generic rating category.

Municipal Notes

 

   

MIG 1. This designation denotes best quality. There is present strong protection by established cash flows, superior liquidity support or demonstrated broad-based access to the market for refinancing.

 

   

MIG 2. This designation denotes high quality. Margins of protection are ample although not so large as in the preceding group.

 

   

MIG 3. This designation denotes favorable quality. All security elements are accounted for, but there is lacking the undeniable strength of the preceding grades. Liquidity and cash flow protection may be narrow and market access for refinancing is likely to be less well established.

Commercial Paper

Moody’s employs the following three designations, all judged to be investment grade, to indicate the relative repayment capacity of rated issuers:

Prime-1 Highest Quality

 

A-3


Table of Contents

Prime-2 Higher Quality

Prime-3 High Quality

If an issuer represents to Moody’s that its commercial paper obligations are supported by the credit of another entity or entities, Moody’s, in assigning ratings to such issuers, evaluates the financial strength of the indicated affiliated corporations, commercial banks, insurance companies, foreign governments, or other entities, but only as one factor in the total rating assessment.

FITCH, INC. (FITCH)

Long-Term Debt

Investment Grade Bond Ratings

 

   

AAA bonds are considered to be investment grade and of the highest credit quality. The obligor has an exceptionally strong ability to pay interest and/or dividends and repay principal, which is unlikely to be affected by reasonably foreseeable events.

 

   

AA bonds are considered to be investment grade and of very high credit quality. The obligor’s ability to pay interest and repay principal is very strong, although not quite as strong as bonds rated AAA. Because bonds rated in the AAA and AA categories are not significantly vulnerable to foreseeable future developments, short-term debt of these issuers is generally rated F-1+.

 

   

A bonds are considered to be investment grade and of high credit quality. The obligor’s ability to pay interest and repay principal is considered to be strong, but may be more vulnerable to adverse changes in economic conditions and circumstances than debt securities with higher ratings.

 

   

BBB bonds are considered to be investment grade and of satisfactory credit quality. The obligor’s ability to pay interest or dividends and repay principal is considered to be adequate. Adverse changes in economic conditions and circumstances, however, are more likely to have adverse impact on these securities and, therefore, impair timely payment. The likelihood that the ratings of these bonds will fall below investment grade is higher than for securities with higher ratings.

Speculative Grade Bond Ratings

 

   

BB bonds are considered speculative. The obligor’s ability to pay interest and repay principal may be affected over time by adverse economic changes. However, business and financial alternatives can be identified, which could assist the obligor in satisfying its debt service requirements.

 

   

B bonds are considered highly speculative. While securities in this class are currently meeting debt service requirements, the probability of continued timely payment of principal and interest reflects the obligor’s limited margin of safety and the need for reasonable business and economic activity throughout the life of the issue.

 

   

CCC bonds are considered to have certain identifiable characteristics that, if not remedied, may lead to default. The ability to meet obligations requires an advantageous business and economic environment.

 

   

CC bonds are considered to be minimally protected. Default in payment of interest and/or principal seems probable over time.

 

   

C bonds are in imminent default in payment of interest or principal.

 

   

DDD, DD, and D bonds are in default on interest and/or principal payments. Such securities are extremely speculative and should be valued on the basis of their ultimate recovery value in liquidation or reorganization of the obligor. DDD represents the highest potential for recovery on these securities and D represents the lowest potential for recovery.

 

A-4


Table of Contents

Plus (+) or minus (-): Plus or minus signs are used to show relative standing within the major rating categories. Plus and minus signs, however, are not used in the DDD, DD, or D categories.

Short-Term Debt

Fitch’s short-term ratings apply to debt obligations that are payable on demand or have original maturities of up to three years, including commercial paper, certificates of deposit, medium-term notes, and investment notes.

 

   

F-1+ obligations have exceptionally strong credit quality and are considered to have the strongest degree of assurance for timely payment.

 

   

F-1 obligations are considered to reflect an assurance of timely payment only slightly less in degree than issues rated F-1+.

 

   

F-2 obligations are considered to have good credit quality. Securities in this class have a satisfactory degree of assurance for timely payment, but the margin of safety is not as great as for issues assigned F-1+ and F-1 ratings.

 

   

F-3 obligations are considered to have characteristics suggesting that the degree of assurance for timely payment is adequate; however, near-term adverse changes could cause these securities to be rated below investment grade.

 

   

F-S rating is assigned to obligations that are considered to have a minimal degree of assurance for timely payment and to be vulnerable to near-term adverse changes in financial and economic conditions.

 

   

B obligations are considered to have a minimal capacity for timely payment of financial commitments and a susceptibility to the adverse effects of changes in circumstances and economic conditions.

 

   

C rating is assigned to obligations that are considered to have a high default risk and whose capacity for meeting financial commitments is solely reliant upon a sustained, favorable business and economic environment.

 

   

D obligations are in actual or imminent payment default.

 

A-5


Table of Contents

APPENDIX B—PROXY VOTING POLICIES AND PROCEDURES

Columbia Management Advisors, LLC (“CMA”) — Proxy Voting Policy

Applicable Regulations

Rule 206(4)-6 under the Investment Advisers Act of 1940

Form N-PX

ERISA Department of Labor Bulletin 94-2

Institutional Shareholder Services, Inc. (SEC No Action Letter dated September 15, 2004)

Explanation/Summary of Regulatory Requirements

An investment adviser that exercises voting authority over clients’ proxies must adopt written policies and procedures that are reasonably designed to ensure that those proxies are voted in the best economic interests of clients. An adviser’s policies and procedures must address how the adviser resolves material conflicts of interest between its interests and those of its clients. An investment adviser must comply with certain record keeping and disclosure requirements with respect to its proxy voting responsibilities. In addition, an investment adviser to Employee Retirement Income Security Act (“ERISA”) accounts has an affirmative obligation to vote proxies for an ERISA account, unless the client expressly retains proxy voting authority.

Policy Summary

Columbia Management Advisors, LLC (“CMA”) has adopted and implemented the following policy, which it believes is reasonably designed to: (1) ensure that proxies are voted in the best economic interest of clients; and (2) address material conflicts of interest that may arise. This policy applies primarily to the Global Wealth and Investment Management (“GWIM”) Investment Operations Group, as well as to Compliance Risk Management (“CRM”) and Legal. CRM and Business groups to whom this policy applies must adopt written procedures to implement this Policy.

Policy

All proxies regarding client securities for which CMA has authority to vote will, unless CMA determines in accordance with policies stated below to refrain from voting, be voted in a manner considered by CMA to be in the best interest of CMA’s clients without regard to any resulting benefit or detriment to CMA or its affiliates. The best interest of clients is defined for this purpose as the interest of enhancing or protecting the economic value of client accounts, considered as a group rather than individually, as CMA determines in its sole and absolute discretion. In the event a client believes that its other interests require a different vote, CMA will vote as the client clearly instructs, provided CMA receives such instructions in time to act accordingly. Information regarding CMA’s proxy voting decisions is confidential. Therefore, the information may be shared on a need to know basis only, including within CMA and with CMA affiliates. Advisory clients, including mutual funds’ and other funds’ boards, may obtain information on how their proxies were voted by CMA. However, CMA will not selectively disclose its investment company clients’ proxy voting records to third parties. Rather, the investment company clients’ proxy records will be disclosed to shareholders by publicly-available annual filings for 12-month periods ending each year on June 30th on Form N-PX.

CMA endeavors to vote, in accordance with this Policy, all proxies of which it becomes aware prior to the vote deadline date, subject to certain general exceptions described below.

CMA seeks to avoid the occurrence of actual or apparent material conflicts of interest in the proxy voting process by voting in accordance with predetermined voting guidelines and observing other procedures that are

 

B-1


Table of Contents

intended to prevent where practicable and manage conflicts of interest (refer to Section III, Conflicts of Interest). CMA’s proxy voting policy and practices are summarized in its Form ADV. Additionally, CMA will provide clients with a copy of its policies, as they may be updated from time to time, upon request.

Means of Achieving Compliance

I. PROXY COMMITTEE

CMA has established a Proxy Committee whose standing members include senior investment management personnel, who participate as voting authorities on the Committee. Additionally, the Proxy Committee regularly involves other associates (i.e., Legal representative, CRM representatives, GWIM Investment Operations representatives, etc.) who participate as needed to enable effective execution of the Committee’s responsibilities.

The Proxy Committee has established a charter, which sets forth the Committee’s purpose, membership and operation. The Proxy Committee’s functions include, in part,

(a) direction of the vote on proposals where there has been a recommendation to the Committee not to vote according to the predetermined Voting Guidelines (stated in Appendix A) or on proposals which require special, individual consideration in accordance with Section IV.C;

(b) review at least annually of this Proxy Voting Policy and Voting Guidelines to ensure consistency with internal policies, client disclosures and regulatory requirements;

(c) review at least annually of existing Voting Guidelines and the need for development of additional Voting Guidelines to assist in the review of proxy proposals;

(d) ensure that appropriate disclosure of CMA’s Proxy Voting Policy is made to its clients, is disclosed in CMA’s Form ADV and is made to the Funds’ shareholders; and

(e) oversight of any circumstances where, as described in Section III, CMA may determine it is necessary to delegate proxy voting to an independent third party.

II. CMA’S INVESTMENT ASSOCIATES

Under CMA’s Voting Guidelines, certain matters must be determined on a case-by-case basis. In general, the Proxy Group within GWIM Investment Operations will refer these matters first to the relevant CMA research analyst after first confirming with CRM that the proxy matter does not present a conflict to CMA. If there is not a research analyst assigned to the particular security, the matter will be referred to the appropriate portfolio manager.

In considering a particular proxy matter, the research analyst or portfolio manager must vote in the clients’ best interest as defined above. Information regarding CMA’s proxy voting decisions is confidential information. Therefore, research analysts and portfolio managers generally must not discuss proxy votes with any person outside of CMA and within CMA except on a need to know basis only.

Research analysts and portfolio managers must discharge their responsibilities consistent with the obligations set forth below (refer to Management of Conflicts of Interest – Additional Procedures). A research analyst or portfolio manager must disclose in writing any inappropriate attempt to influence their recommendation or any other personal interest that they have with the issuer (see Appendix B—Conflicts of Interest Disclosure and Certification Form). For each Proxy Referral (defined below), the research analyst or portfolio manager is responsible for memorializing their recommendation on the Proxy Voting Recommendation Form (see Appendix C) and communicating their recommendation to the Proxy Group.

Research analysts and portfolio managers should seek advice from CRM or Legal with respect to any questions that they have regarding personal conflicts of interests, communications regarding proxies, or other related matters.

 

B-2


Table of Contents

III. CONFLICTS OF INTEREST

For purposes of this policy, a material conflict of interest is a relationship or activity engaged in by CMA, a CMA affiliate1, or a CMA associate that creates an incentive (or appearance thereof) to favor the interests of CMA, the affiliate, or associate, rather than the clients’ interests. However, a material conflict of interest is not automatically created when there is a relationship or activity engaged in by a CMA affiliate, but there is a possibility that a CMA affiliate could cause a conflict. CMA may have a conflict of interest if either CMA has a significant business relationship with a company that is soliciting a proxy, or if a CMA associate involved in the proxy voting decision-making process has a significant personal or family relationship with the particular company. A conflict of interest is considered to be “material” to the extent that a reasonable person could expect the conflict to influence CMA’s decision on the particular vote at issue. In all cases where there is deemed to be a material conflict of interest, CMA will seek to resolve said conflict in the clients’ best interests.

For those proxy proposals that: (1) are not addressed by CMA’s proxy voting guidelines; (2) the guidelines specify the issue must be evaluated and determined on a case-by-case basis; or (3) a CMA investment associate believes that an exception to the guidelines may be in the best economic interest of CMA’s clients (collectively, “Proxy Referrals”), CMA may vote the proxy, subject to the conflicts of interest procedures set forth below.

In the case of Proxy Referrals, CRM will collect and review any information deemed reasonably appropriate to evaluate if CMA or any person participating in the proxy voting decision-making process has, or has the appearance of, a material conflict of interest. CMA investment personnel involved in the particular Proxy Referral must report any personal conflict of interest circumstances to Columbia Management’s Conflicts of Interest Officer in writing (see Appendix B). CRM will consider information about CMA’s significant business relationships, as well as other relevant information. The information considered by CRM may include information regarding: (1) CMA client and other business relationships; (2) any relevant personal conflicts; and (3) communications between investment professionals and parties outside the CMA investment division regarding the proxy matter. CRM will consult with relevant experts, including legal counsel, as necessary.

If CRM determines that it reasonably believes (1) CMA has a material conflict of interest, or (2) certain individuals should be recused from participating in the proxy vote at issue, CRM will inform the Chair of the Proxy Committee. Where a material conflict of interest is determined to have arisen in the proxy voting process, CMA’s policy is to invoke one or more of the following conflict management procedures:

 

   

Causing the proxies to be voted in accordance with the recommendations of an independent third party (which generally will be CMA’s proxy voting agent);

 

   

Causing the proxies to be delegated to a qualified, independent third party, which may include CMA’s proxy voting agent; or

 

   

In unusual cases, with the Client’s consent and upon ample notice, forwarding the proxies to CMA’s clients so that they may vote the proxies directly.

Affiliate Investment Companies and Public Companies

CMA considers (1) proxies solicited by open-end and closed-end investment companies for which CMA or an affiliate serves as an investment adviser or principal underwriter; and (2) proxies solicited by Bank of America

 

 

1

Bank of America Corporation (“BAC”), the ultimate corporate parent of CMA, Bank of America, N.A. and all of their numerous affiliates owns, operates and has interests in many lines of business that may create or give rise to the appearance of a conflict of interest between BAC or its affiliates and those of CMA-advised clients. For example, the commercial and investment banking business lines may have interests with respect to issuers of voting securities that could appear to or even actually conflict with CMA’s duty, in the proxy voting process, to act in the best economic interest of its clients.

 

B-3


Table of Contents

Corporation (“BAC”) or other public companies within the BAC organization to present a material conflict of interest for CMA. Consequently, the proxies of such affiliates will be voted following one of the conflict management practices discussed above.

Management of Conflicts of Interest — Additional Procedures

Additionally, by assuming his or her responsibilities pursuant to this Policy, each member of the Proxy Committee (including the chairperson) and any CMA or BAC associate advising or acting under the supervision or oversight of the Proxy Committee undertakes to disclose in writing to the Columbia Management Conflicts of Interest Officer (within CRM) any actual or apparent personal material conflicts of interest which he or she may have (e.g., relationships with nominees for directorship, members of an issuer’s or dissident’s management or otherwise) in determining whether or how CMA will vote proxies. In the event any member of the Proxy Committee has a conflict of interest regarding a given matter, he or she will abstain from participating in the Committee’s determination of whether and/or how to vote in the matter. CMA’s investment associates also follow the same disclosure requirements for any actual or apparent personal material conflicts of interest as stated in this section.

In certain circumstances, CMA follows the proxy guidelines and uses other research services provided by the proxy vendor or another independent third party. CMA has undertaken a review of the proxy vendor’s conflicts of interest procedures, and will continue to monitor them on an ongoing basis.

CMA and other BAC affiliates have adopted various other policies and procedures that help reinforce this Policy. Please see any associated documents.

Ownership Limits — Delegation of Proxy Voting to an Independent Third Party

From time to time, CMA may face regulatory or compliance limits on the types or amounts of voting securities that it may purchase or hold for client accounts. Among other limits, federal, state, foreign regulatory restrictions, or company-specific ownership limits may restrict the total percentage of an issuer’s voting securities that CMA can hold for clients (collectively, “Ownership Limits”).

The regulations or company-specific documents governing a number of these Ownership Limits often focus upon holdings in voting securities. As a result, in limited circumstances in order to comply with such Ownership Limits and/or internal policies designed to comply with such limits, CMA may delegate proxy voting in certain issuers to a qualified, independent third party, who may be CMA’s proxy voting agent.

IV. PROXY VOTING GUIDELINES

A. CMA’s Proxy Voting Guidelines — General Practices.

The Proxy Committee has adopted the guidelines for voting proxies specified in Appendix A of this policy. CMA uses an independent, third-party proxy vendor to implement its proxy voting process as CMA’s proxy voting agent. In general, whenever a vote is solicited, the proxy vendor will execute the vote according to CMA’s Voting Guidelines.

B. Ability to Vote Proxies Other than as Provided by Voting Guidelines.

A Portfolio Manager or other party involved with a client’s account may conclude that the best interest of the firm’s client, as defined above, requires that a proxy be voted in a manner that differs from the predetermined proxy Voting Guidelines. In this situation, he or she will request that the Proxy Committee consider voting the proxy other than according to such Guidelines. If any person, group, or entity requests the Proxy Committee (or any of its members) vote a proxy other than according to the predetermined Voting Guidelines, that person will furnish to the Proxy Committee a written explanation of the reasons for the request and a description of the

 

B-4


Table of Contents

person’s, group’s, or entity’s relationship, if any, with the parties proposing and/or opposing the matter’s adoption using the Proxy Vote Recommendation / Proxy Committee Request Form (see Appendix C of this policy). The Proxy Committee may consider the matter, subject to the conflicts of interest procedures discussed above.

C. Other Proxy Matters

For the following categories, proxies will be voted as stated below:

 

  1. New Proposals. For certain new proposals that are expected to be proposed to shareholders of multiple companies, the Proxy Committee may develop a Voting Guideline which will be incorporated into this Policy.

 

  2. Accounts Adhering to Taft Hartley Principles. All proposals for accounts adhering to Taft Hartley principles will be voted according to the Taft Hartley Guidelines developed by the proxy vendor.

 

  3. Accounts Adhering to Socially Responsible Principles. All proposals for accounts adhering to socially responsible principles will be voted according to the Socially Responsible Guidelines developed by the proxy vendor or as specified by the client.

 

  4. Proxies of International Issuers. In general, CMA will refrain from voting securities in cases where international issuers impose share blocking restrictions. However, in the exceptional circumstances that CMA determines that it would be appropriate to vote such securities, all proposals for these securities will be voted only on the specific instruction of the Proxy Committee and to the extent practicable in accordance with the Voting Guidelines set forth in this Policy. Additionally, proxies will typically not be voted in markets where powers of attorney are required to be executed in order to vote shares.

 

  5. Proxies of Investment Company Shares. Proposals on issues other than those specified in Section V.A will be voted on the specific instruction of the Proxy Committee.

 

  6. Proxy Referrals for Passive Index Accounts. Proxy Referrals for a security that is held only within a passive index account managed by CMA’s Quantitative Strategies Group and not in any other account within CMA, shall be voted according to the guidelines developed by the proxy vendor or as specified by the client. However, if a security is held within a passive index account managed by CMA’s Quantitative Strategies Group and within another CMA-managed account (including without limitation an account actively managed by CMA’s Quantitative Strategies Group), all proposals, including Proxy Referrals, will be voted in accordance with the Voting Guidelines, subject to the other provisions of this Policy.

 

  7. Proxy Voting for Securities on Loan. CMA generally votes in cases where shares have been loaned from actively managed Columbia Funds as long as the shares have been recalled in a timely manner. However, CMA generally does not vote shares that have been loaned from passively managed Columbia Index Funds. Other CMA clients may have their own stock loan programs and may or may not recall their shares for proxy voting.

V. VOTING PROCEDURES

The Proxy Group within GWIM Investment Operations is primarily responsible for overseeing the day-to-day operations of the proxy voting process. The Proxy Group’s monitoring will take into account the following elements: (1) periodic review of the proxy vendor’s votes to ensure that the proxy vendor is accurately voting consistent with CMA’s Voting Guidelines; and (2) review of the fund website to ensure that annual proxy voting reports are posted in a timely and accurate manner. For additional information regarding the proxy voting process, please refer to the GWIM Investment Operations Desktop Procedures.

 

B-5


Table of Contents

Supervision

Managers and supervisory personnel are responsible for ensuring that their associates understand and follow this policy and any applicable procedures adopted by the business group to implement the policy. The Proxy Committee has ultimate responsibility for the implementation of this Policy.

Escalation

With the exception of conflicts of interest-related matters, issues arising under this policy should be escalated to the Proxy Committee. Issues involving potential or actual conflicts of interest should be promptly communicated to the Columbia Management Conflicts of Interest Officer.

Monitoring/Oversight

The Compliance Assessment Team within CRM and/or the Corporate Internal Audit Group perform periodic reviews and assessments of various lines of businesses, including a review of Columbia Management’s compliance with the Proxy Voting Policy.

Recordkeeping

CMA will create and maintain records of each investment company’s proxy record for 12-month periods ended June 30th. CMA will compile the following information for each matter relating to a portfolio security considered at any shareholder meeting during the period covered by the annual report and for which CMA was entitled to vote:

 

   

The name of the issuer of the security;

 

   

The exchange ticker symbol of the portfolio security (if symbol is available through reasonably practicable means);

 

   

The Council on Uniform Securities Identification Procedures number for the portfolio security (if number is available through reasonably practicable means);

 

   

The shareholder meeting date;

 

   

A brief identification of the matter voted on;

 

   

Whether the matter was proposed by the issuer or by a security holder;

 

   

Whether the company cast its vote on the matter;

 

   

How the company cast its vote (e.g., for or against proposal, or abstain; for or withhold regarding the election of directors); and

 

   

Whether the company cast its vote for or against management.

Business groups and support partners are responsible for maintaining all records necessary to evidence compliance with this policy. The records must be properly maintained and readily accessible in order to evidence compliance with this policy.

 

B-6


Table of Contents

These records include:

 

Document   Responsible Party
   
Proxy Committee Meeting Minutes and Related Materials   Proxy Group in GWIM Investment Operations
   
Proxy Vote Recommendation Form and Supporting Materials of Investment Management Personnel Concerning Proxy Decisions and Recommendations (or any other document created by CMA that was material to making a voting decision or that memorializes the basis for the voting decision)   Proxy Group in GWIM Investment Operations
   
Conflicts of Interest Review Documentation, including Conflicts of Interest Forms   Compliance Risk Management
   
Client Communications Regarding Proxy Matters   Client Service Group
   
Copy of Each Applicable Proxy Statement Unless it has been Filed with the SEC and may be Obtained from the SEC’s EDGAR System   Proxy Group in GWIM Investment Operations

Records should be retained for a period of not less than six years plus the current year. Records must be retained in an appropriate office of CM for the first three years.

APPENDIX A — CMA’s Proxy Voting Policy

CMA’S VOTING GUIDELINES

A. The Proxy Committee has adopted the following guidelines for voting proxies:

1. Matters Relating to the Board of Directors/Corporate Governance

CMA generally will vote FOR:

 

   

Proposals for the election of directors or for an increase or decrease in the number of directors, provided that no more than one-third of the Board of Directors would, presently or at any time during the previous three-year period, be from management.

However, CMA generally will WITHHOLD votes from pertinent director nominees if:

 

  (i) the board as proposed to be constituted would have more than one-third of its members from management;

 

  (ii) the board does not have audit, nominating, and compensation committees composed solely of directors who qualify as being regarded as “independent,” i.e. having no material relationship, directly or indirectly, with the Company, as CMA’s proxy voting agent may determine (subject to the Proxy Committee’s contrary determination of independence or non-independence);

 

  (iii) the nominee, as a member of the audit committee, permitted the company to incur excessive non-audit fees (as defined below regarding other business matters — ratification of the appointment of auditors);

 

  (iv) a director serves on more than six public company boards;

 

  (v) the CEO serves on more than two public company boards other than the company’s board.

 

B-7


Table of Contents

On a CASE-BY-CASE basis, CMA may WITHHOLD votes for a director nominee who has failed to observe good corporate governance practices or, through specific corporate action or inaction (e.g. failing to implement policies for which a majority of shareholders has previously cast votes in favor), has demonstrated a disregard for the interests of shareholders.

 

   

Proposals requesting that the board audit, compensation and/or nominating committee be composed solely of independent directors. The Audit Committee must satisfy the independence and experience requirements established by the Securities and Exchange Commission (“SEC”) and the New York Stock Exchange, or appropriate local requirements for foreign securities. At least one member of the Audit Committee must qualify as a “financial expert” in accordance with SEC rules.

 

   

Proposals to declassify a board, absent special circumstances that would indicate that shareholder interests are better served by a classified board structure.

CMA generally will vote FOR:

 

   

Proposals to create or eliminate positions or titles for senior management. CMA generally prefers that the role of Chairman of the Board and CEO be held by different persons unless there are compelling reasons to vote AGAINST a proposal to separate these positions, such as the existence of a counter-balancing governance structure that includes at least the following elements in addition to applicable listing standards:

 

   

Established governance standards and guidelines.

 

   

Full board composed of not less than two-thirds “independent” directors, as defined by applicable regulatory and listing standards.

 

   

Compensation, as well as audit and nominating (or corporate governance) committees composed entirely of independent directors.

 

   

A designated or rotating presiding independent director appointed by and from the independent directors with the authority and responsibility to call and preside at regularly and, as necessary, specially scheduled meetings of the independent directors to be conducted, unless the participating independent directors otherwise wish, in executive session with no members of management present.

 

   

Disclosed processes for communicating with any individual director, the presiding independent director (or, alternatively, all of the independent directors, as a group) and the entire board of directors, as a group.

 

   

The pertinent class of the Company’s voting securities has out-performed, on a three-year basis, both an appropriate peer group and benchmark index, as indicated in the performance summary table of the Company’s proxy materials. This requirement shall not apply if there has been a change in the Chairman/CEO position within the three-year period.

 

   

Proposals that grant or restore shareholder ability to remove directors with or without cause.

 

   

Proposals to permit shareholders to elect directors to fill board vacancies.

 

   

Proposals that encourage directors to own a minimum amount of company stock.

 

   

Proposals to provide or to restore shareholder appraisal rights.

 

   

Proposals to adopt cumulative voting.

 

   

Proposals for the company to adopt confidential voting.

CMA will generally vote FOR shareholder proposals calling for majority voting thresholds for director elections unless the company has adopted formal corporate governance principles that present a meaningful alternative to the majority voting standard and/or provides an adequate response to both new nominees as well as incumbent nominees who fail to receive a majority of votes cast.

 

B-8


Table of Contents

CMA generally will vote AGAINST:

 

   

Proposals to classify boards, absent special circumstances indicating that shareholder interests would be better served by a classified board structure.

 

   

Proposals that give management the ability to alter the size of the board without shareholder approval.

 

   

Proposals that provide directors may be removed only by supermajority vote.

 

   

Proposals to eliminate cumulative voting.

 

   

Proposals which allow more than one vote per share in the election of directors.

 

   

Proposals that provide that only continuing directors may elect replacements to fill board vacancies.

 

   

Proposals that mandate a minimum amount of company stock that directors must own.

 

   

Proposals to limit the tenure of non-management directors.

CMA will vote on a CASE-BY-CASE basis in contested elections of directors.

CMA generally will vote on a CASE-BY-CASE basis on board approved proposals relating to corporate governance. Such proposals include, but are not limited to:

 

   

Reimbursement of proxy solicitation expenses taking into consideration whether or not CMA was in favor of the dissidents.

 

   

Proxy contest advance notice. CMA generally will vote FOR proposals that allow shareholders to submit proposals as close to the meeting date as possible while allowing for sufficient time for Company response, SEC review, and analysis by other shareholders.

 

   

CMA will vote on a CASE-BY-CASE basis to indemnify directors and officers, and AGAINST proposals to indemnify external auditors.

 

   

CMA will vote FOR the indemnification of internal auditors, unless the costs associated with the approval are not disclosed.

2. Compensation

CMA generally will vote FOR management sponsored compensation plans (such as bonus plans, incentive plans, stock option plans, pension and retirement benefits, stock purchase plans or thrift plans) if they are consistent with industry and country standards. However, CMA generally is opposed to compensation plans that substantially dilute ownership interest in a company, provide participants with excessive awards, or have objectionable structural features. Specifically, for equity-based plans, if the proposed number of shares authorized for option programs (excluding authorized shares for expired options) exceeds an average of 5% of the currently outstanding shares over the previous three years or an average of 3% over the previous three years for directors only, the proposal should be referred to the Proxy Committee. The Committee will then consider the circumstances surrounding the issue and vote in the best interest of CMA’s clients. CMA requires that management provide substantial justification for the repricing of options.

CMA generally will vote FOR:

 

   

Proposals requiring that executive severance arrangements be submitted for shareholder ratification.

 

   

Proposals asking a company to expense stock options.

 

   

Proposals to put option repricings to a shareholder vote.

 

   

Employee stock purchase plans that have the following features: (i) the shares purchased under the plan are acquired for no less than 85% of their market value, (ii) the offering period under the plan is 27 months or less, and (iii) dilution is 10% or less.

 

B-9


Table of Contents
   

Proposals for the remuneration of auditors if no more than 33% of the compensation costs comes from non audit activity.

CMA generally will vote AGAINST:

 

   

Stock option plans that permit issuance of options with an exercise price below the stock’s current market price, or that permit replacing or repricing of out-of-the money options.

 

   

Proposals to authorize the replacement or repricing of out-of-the money options.

 

   

Proposals requesting that plan administrators have advance authority to amend the terms of a plan without detailed disclosure of the specific amendments. When sufficient details are provided on the amendments permitted by the advance authority, CMA will recommend on such proposals on a CASE-BY-CASE basis

CMA will vote on a CASE-BY-CASE basis proposals regarding approval of specific executive severance arrangements.

3. Capitalization

CMA generally will vote FOR:

 

   

Proposals to increase the authorized shares for stock dividends, stock splits (and reverse stock splits) or general issuance, unless proposed as an anti-takeover measure or a general issuance proposal increases the authorization by more than 30% without a clear need presented by the company. Proposals for reverse stock splits should include an overall reduction in authorization.

For companies recognizing preemptive rights for existing shareholders, CMA generally will vote FOR general issuance proposals that increase the authorized shares by more than 30%. CMA will vote on a CASE-BY-CASE basis all such proposals by companies that do not recognize preemptive rights for existing shareholders.

 

   

Proposals for the elimination of authorized but unissued shares or retirement of those shares purchased for sinking fund or treasury stock.

 

   

Proposals to institute/renew open market share repurchase plans in which all shareholders may participate on equal terms.

 

   

Proposals to reduce or change the par value of common stock, provided the number of shares is also changed in order to keep the capital unchanged.

CMA will evaluate on a CASE-BY-CASE basis proposals regarding:

 

   

Management proposals that allow listed companies to de-list and terminate the registration of their common stock. CMA will determine whether the transaction enhances shareholder value by giving consideration to:

 

  ¡  

Whether the company has attained benefits from being publicly traded.

 

  ¡  

Cash-out value

 

  ¡  

Balanced interests of continuing vs. cashed-out shareholders

 

  ¡  

Market reaction to public announcement of transaction

4. Mergers, Restructurings and Other Transactions

CMA will review, on a CASE-BY-CASE basis, business transactions such as mergers, acquisitions, reorganizations, liquidations, spinoffs, buyouts and sale of all or substantially all of a company’s assets.

 

B-10


Table of Contents

5. Anti-Takeover Measures

CMA generally will vote AGAINST proposals intended largely to avoid acquisition prior to the occurrence of an actual event or to discourage acquisition by creating a cost constraint. With respect to the following measures, CMA generally will vote as follows:

Poison Pills

 

   

CMA votes FOR shareholder proposals that ask a company to submit its poison pill for shareholder ratification.

 

   

CMA generally votes FOR shareholder proposals to eliminate a poison pill.

 

   

CMA generally votes AGAINST management proposals to ratify a poison pill.

Greenmail

 

   

CMA will vote FOR proposals to adopt anti-greenmail charter or bylaw amendments or to otherwise restrict a company’s ability to make greenmail payments.

Supermajority vote

 

   

CMA will vote AGAINST board-approved proposals to adopt anti-takeover measures such as supermajority voting provisions, issuance of blank check preferred stock, the creation of a separate class of stock with disparate voting rights and charter amendments adopting control share acquisition provisions.

Control Share Acquisition Provisions

 

   

CMA will vote FOR proposals to opt out of control share acquisition statutes.

6. Other Business Matters

CMA generally will vote FOR:

 

   

Bylaw amendments giving holders of at least 25% of outstanding common stock the ability to call a special meeting of stockholders.

 

   

Board governance document amendments or other proposals which give the lead independent director the authority to call special meetings of the independent directors at any time.

CMA generally will vote FOR:

 

   

Proposals to approve routine business matters such as changing the company’s name and procedural matters relating to the shareholder meeting such as approving the minutes of a prior meeting.

 

   

Proposals to ratify the appointment of auditors, unless any of the following apply in which case CMA will generally vote AGAINST the proposal:

 

  ¡  

Credible reason exists to question:

 

  ¡  

The auditor’s independence, as determined by applicable regulatory requirements.

 

  ¡  

The accuracy or reliability of the auditor’s opinion as to the company’s financial position.

 

  ¡  

Fees paid to the auditor or its affiliates for “non-audit” services were excessive, i.e., in excess of the total fees paid for “audit,” “audit-related” and “tax compliance” and/or “tax return preparation” services, as disclosed in the company’s proxy materials.

 

B-11


Table of Contents
   

Bylaw or charter changes that are of a housekeeping nature (e.g., updates or corrections).

 

   

Proposals to approve the annual reports and accounts provided the certifications required by the Sarbanes Oxley Act of 2002 have been provided.

CMA generally will vote AGAINST:

 

   

Proposals to eliminate the right of shareholders to act by written consent or call special meetings.

 

   

Proposals providing management with authority to adjourn an annual or special shareholder meeting absent compelling reasons, or to adopt, amend or repeal bylaws without shareholder approval, or to vote unmarked proxies in favor of management.

 

   

Shareholder proposals to change the date, time or location of the company’s annual meeting of shareholders.

CMA will vote AGAINST:

 

   

Authorization to transact other unidentified substantive (as opposed to procedural) business at a meeting.

CMA will vote on a CASE-BY-CASE basis:

 

   

Proposals to change the location of the company’s state of incorporation. CMA considers whether financial benefits (e.g., reduced fees or taxes) likely to accrue to the company as a result of a reincorporation or other change of domicile outweigh any accompanying material diminution of shareholder rights.

 

   

Proposals on whether and how to vote on “bundled” or otherwise conditioned proposals, depending on the overall economic effects upon shareholders.

CMA generally will ABSTAIN from voting on shareholder proposals predominantly involving social, socio-economic, environmental, political or other similar matters on the basis that their impact on share value can rarely be anticipated with any high degree of confidence. CMA may, on a CASE-BY-CASE basis, vote:

 

   

FOR proposals seeking inquiry and reporting with respect to, rather than cessation or affirmative implementation of, specific policies where the pertinent issue warrants separate communication to shareholders; and

 

   

FOR or AGAINST the latter sort of proposal in light of the relative benefits and detriments (e.g. distraction, costs, other burdens) to share value which may be expected to flow from passage of the proposal.

7. Other Matters Relating to Foreign Issues

CMA generally will vote FOR:

 

   

Most stock (scrip) dividend proposals. CMA votes AGAINST proposals that do not allow for a cash option unless management demonstrates that the cash option is harmful to shareholder value.

 

   

Proposals to capitalize the company’s reserves for bonus issues of shares or to increase the par value of shares.

 

   

Proposals to approve control and profit transfer agreements between a parent and its subsidiaries.

 

   

Management proposals seeking the discharge of management and supervisory board members, unless there is concern about the past actions of the company’s auditors/directors and/or legal action is being taken against the board by other shareholders.

 

B-12


Table of Contents
   

Management proposals concerning allocation of income and the distribution of dividends, unless the proxy vendor would vote against such proposal in accordance with its guidelines, in which case CMA will evaluate the proposal on a CASE-BY-CASE basis.

 

   

Proposals for the adoption of financing plans if they are in the best economic interests of shareholders.

CMA will generally vote FOR proposals to approve Directors’ Fees, unless the proxy vendor would vote against such proposal in accordance with its guidelines, in which case CMA will evaluate the proposal on a CASE-BY-CASE basis.

CMA will evaluate management proposals to approve protective preference shares for Netherlands located company-friendly foundations proposals on a CASE-BY-CASE basis and will only support resolutions if:

 

   

The supervisory board needs to approve an issuance of shares while the supervisory board is independent within the meaning of CMA’ categorization rules and the Dutch Corporate Governance Code.

 

   

No call/put option agreement exists between the company and the foundation.

 

   

There is a qualifying offer clause or there are annual management and supervisory board elections.

 

   

The issuance authority is for a maximum of 18 months.

 

   

The board of the company-friendly foundation is independent.

 

   

The company has disclosed under what circumstances it expects to make use of the possibility to issue preference shares.

 

   

There are no priority shares or other egregious protective or entrenchment tools.

 

   

The company releases its proxy circular, with details of the poison pill proposal, at least three weeks prior to the meeting.

 

   

Art 2:359c Civil Code of the legislative proposal has been implemented.

8. Investment Company Matters

Election of Directors:

CMA will vote on a CASE-BY-CASE basis proposals for the election of directors, considering the following factors:

 

   

Board structure

 

   

Attendance at board and committee meetings.

CMA will WITHHOLD votes from directors who:

 

   

Attend less than 75 percent of the board and committee meetings without a valid excuse for the absences. Valid reasons include illness or absence due to company business. Participation via telephone is acceptable. In addition, if the director missed only one meeting or one day’s meetings, votes should not be withheld even if such absence dropped the director’s attendance below 75 percent.

 

   

Ignore a shareholder proposal that is approved by a majority of shares outstanding;

 

   

Ignore a shareholder proposal this is approved by a majority of the votes cast for two consecutive years;

 

   

Are interested directors and sit on the audit or nominating committee; or

 

   

Are interested directors and the full board serves as the audit or nominating committee or the company does not have one of these committees.

 

B-13


Table of Contents

Proxy Contests:

CMA will vote on a CASE-BY-CASE basis proposals for proxy contests, considering the following factors:

 

   

Past performance relative to its peers

 

   

Market in which fund invests

 

   

Measures taken by the board to address the pertinent issues (e.g., closed-end fund share market value discount to NAV)

 

   

Past shareholder activism, board activity and votes on related proposals

 

   

Strategy of the incumbents versus the dissidents

 

   

Independence of incumbent directors; director nominees

 

   

Experience and skills of director nominees

 

   

Governance profile of the company

 

   

Evidence of management entrenchment

Converting Closed-end Fund to Open-end Fund:

CMA will vote conversion proposals on a CASE-BY-CASE basis, considering the following factors:

 

   

Past performance as a closed-end fund

 

   

Market in which the fund invests

 

   

Measures taken by the board to address the discount

 

   

Past shareholder activism, board activity, and votes on related proposals.

Investment Advisory Agreements:

CMA will vote investment advisory agreements on a CASE-BY-CASE basis, considering the following factors:

 

   

Proposed and current fee schedules

 

   

Fund category/investment objective

 

   

Performance benchmarks

 

   

Share price performance as compared with peers

 

   

Resulting fees relative to peers

 

   

Assignments (where the adviser undergoes a change of control)

Approving New Classes or Series of Shares:

CMA will vote FOR the establishment of new classes or series of shares.

Preferred Stock Proposals:

CMA will vote on a CASE-BY-CASE basis proposals for the authorization for or increase in the preferred shares, considering the following factors:

 

   

Stated specific financing purpose

 

   

Possible dilution for common shares

 

   

Whether the shares can be used for antitakover purposes

 

B-14


Table of Contents

Policies Addressed by the Investment Company Act of 1940 (“1940 Act”):

CMA will vote proposals regarding adoption or changes of policies addressed by the 1940 Act on a CASE-BY-CASE basis, considering the following factors:

 

   

Potential competitiveness

 

   

Regulatory developments

 

   

Current and potential returns

 

   

Current and potential risk

CMA generally will vote FOR these amendments as long as the proposed changes do not fundamentally alter the investment focus of the fund and do comply with current SEC interpretations.

Changing a Fundamental Restriction to a Non-fundamental Restriction:

CMA will vote on a CASE-BY-CASE basis proposals to change a fundamental restriction to a non-fundamental restriction, considering the following factors:

 

   

Fund’s target investments

 

   

Reasons given by the fund for the change

 

   

Projected impact of the change on the portfolio

Change Fundamental Investment Objective to Non-fundamental:

CMA will vote AGAINST proposals to change a fund’s investment objective from fundamental to non-fundamental unless management acknowledges meaningful limitations upon its future requested ability to change the objective

Name Change Proposals:

CMA will vote on a CASE-BY-CASE basis proposals to change a fund’s name, considering the following factors:

 

   

Political/economic changes in the target market

 

   

Consolidation in the target market

 

   

Current asset composition

Change in Fund’s Subclassification:

CMA will vote on a CASE-BY-CASE basis proposals to change a fund’s subclassification, considering the following factors:

 

 

   

Potential competitiveness

 

   

Current and potential returns

 

   

Risk of concentration

 

   

Consolidation in target industry

 

B-15


Table of Contents

Disposition of Assets/Termination/Liquidation:

CMA will vote on a CASE-BY-CASE basis these proposals, considering the following factors:

 

   

Strategies employed to salvage the company

 

   

Past performance of the fund

 

   

Terms of the liquidation

Changes to the Charter Document:

CMA will vote on a CASE-BY-CASE basis proposals to change the charter document, considering the following factors:

 

   

The degree of change implied by the proposal

 

   

The efficiencies that could result

 

   

The state of incorporation; net effect on shareholder rights

 

   

Regulatory standards and implications

CMA will vote FOR:

 

   

Proposals allowing the Board to impose, without shareholder approval, fees payable upon redemption of fund shares, provided imposition of such fees is likely to benefit long-term fund investors (e.g., by deterring market timing activity by other fund investors)

 

   

Proposals enabling the Board to amend, without shareholder approval, the fund’s management agreement(s) with its investment adviser(s) or sub-advisers, provided the amendment is not required by applicable law (including the Investment Company Act of 1940) or interpretations thereunder to require such approval

CMA will vote AGAINST:

 

   

Proposals enabling the Board to:

 

  ¡  

Change, without shareholder approval the domicile of the fund

 

  ¡  

Adopt, without shareholder approval, material amendments of the fund’s declaration of trust or other organizational document

Changing the Domicile of a Fund:

CMA will vote on a CASE-BY-CASE basis proposals to reincorporate, considering the following factors:

 

   

Regulations of both states

 

   

Required fundamental policies of both states

 

   

The increased flexibility available

Authorizing the Board to Hire and Terminate Subadvisors Without Shareholder Approval:

CMA will vote FOR proposals to enable the Board or Investment Adviser to hire and terminate sub-advisers, without shareholder approval, in accordance with applicable rules or exemptive orders under the Investment Company Act of 1940

 

B-16


Table of Contents

Distribution Agreements:

CMA will vote these proposals on a CASE-BY-CASE basis, considering the following factors:

 

   

Fees charged to comparably sized funds with similar objectives

 

   

The proposed distributor’s reputation and past performance

 

   

The competitiveness of the fund in the industry

 

   

Terms of the agreement

Master-Feeder Structure:

CMA will vote FOR the establishment of a master-feeder structure.

Mergers:

CMA will vote merger proposals on a CASE-BY-CASE basis, considering the following factors:

 

   

Resulting fee structure

 

   

Performance of both funds

 

   

Continuity of management personnel

 

   

Changes in corporate governance and their impact on shareholder rights

Shareholder Proposals to Establish Director Ownership Requirement:

CMA will generally vote AGAINST shareholder proposals that mandate a specific minimum amount of stock that directors must own in order to qualify as a director or to remain on the board. While CMA favors stockownership on the part of directors, the company should determine the appropriate ownership requirement.

Shareholder Proposals to Reimburse Shareholder for Expenses Incurred:

CMA will vote on a CASE-BY-CASE basis proposals to reimburse proxy solicitation expenses.

Shareholder Proposals to Terminate the Investment Adviser:

CMA will vote on a CASE-BY-CASE basis proposals to terminate the investment adviser, considering the following factors:

 

   

Performance of the fund’s NAV

 

   

The fund’s history of shareholder relations

 

   

The performance of other funds under the adviser’s management

 

B-17


Table of Contents

APPENDIX B

Conflicts of Interest Disclosure and Certification Form

Conflict Review Questionnaire for Proxy Voting Working Group Members and Other Individuals Participating in the Proxy Voting Decision-Making Process.

Instructions: Please complete each of the questions. Please provide an explanation for any affirmative responses. Return the completed questionnaire to Columbia Management Conflicts of Interest Officer.

 

Issuer and Proxy Matter:

   
     

 

 

1.

Do you or any member of your immediate family have an existing (or potential) business, financial, personal or other relationship with any management personnel of the issuer2?

 

 
 

 

  2. Do you or any member of your immediate family have an existing (or potential) business, financial, personal or other relationship with any person participating, supporting, opposing or otherwise connected with the particular proxy proposal (e.g., principals of the issuer; director nominees of issuer company; shareholder activists)?

 

 
 

 

 

3.

Have you discussed this particular proxy proposal with anyone outside of Columbia Management’s investment group 3?

 

 
 

 

  4. Are you aware of any other potential personal conflicts of interest not described above? Please detail below.

 

 
 

 

2 Personal investing in the issuer by you or a member of your immediate family does not require an affirmative response to this item.
3 Communications with issuer or solicitors in the regular course of business would not have to be disclosed on this form.

 

Name:

    
Signed:     
Date:     

 

B-18


Table of Contents

APPENDIX C

CMA Proxy Vote Recommendation/Proxy Committee Request Form

Name of Investment Associate:                                                                                                       

Company Name:                                                                                                                                

Overview of Proxy Vote and Meeting Date:                                                                                  

Proxy Agenda Item(s)

Description of Item:                                                                                                                       

                                                                                                                                                                                                                              

(The above information will be pre-populated by the Proxy Department.)

Recommendation (FOR , AGAINST, ABSTAIN) including brief rationale:                                                      

                                                                                                                                                                                                                              

                                                                                                                                                                                                                              

                                                                                                                                                                                                                              

                                                                                                                                                                                                                              

                                                                                                                                                                                                                              

Please attach any supporting information other than analysis or reports provided by the Proxy Department.

 

 

Signed

By signing, I am certifying that I either have no conflicts of interest-related information to report or have sent a completed “Conflicts of Interest Disclosure and Certification Form” to Compliance Risk Management (Conflicts Officer).

                                                                                                                                                                                                                              

Send Completed Forms to:

GWIM Investment Operations — Proxy Department

or

In the case of Proxy Votes to be referred to the Proxy Committee, submit this form and materials to the Chair of the Proxy Committee

 

B-19

GRAPHIC 3 g23142g13n21.jpg GRAPHIC begin 644 g23142g13n21.jpg M_]C_X``02D9)1@`!`@$`8`!@``#_[0744&AO=&]S:&]P(#,N,``X0DE-`^T` M`````!``8`````$``0!@`````0`!.$))300-```````$````'CA"24T$&0`` M````!````!XX0DE-`_,```````D```````````$`.$))300*```````!```X M0DE-)Q````````H``0`````````".$))30/U``````!(`"]F9@`!`&QF9@`& M```````!`"]F9@`!`*&9F@`&```````!`#(````!`%H````&```````!`#4` M```!`"T````&```````!.$))30/X``````!P``#_____________________ M________`^@`````_____________________________P/H`````/______ M______________________\#Z`````#_____________________________ M`^@``#A"24T$"```````$`````$```)````"0``````X0DE-!!X```````0` M````.$))300:``````!M````!@``````````````&````!@````&`&<`,0`S M`&X`,@`Q`````0`````````````````````````!```````````````8```` M&``````````````````````````````````````````````X0DE-!!$````` M``$!`#A"24T$%```````!`````(X0DE-!`P``````S<````!````&````!@` M``!(```&P````QL`&``!_]C_X``02D9)1@`!`@$`2`!(``#_[@`.061O8F4` M9(`````!_]L`A``,"`@("0@,"0D,$0L*"Q$5#PP,#Q48$Q,5$Q,8$0P,#`P, M#!$,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,`0T+"PT.#1`.#A`4#@X. M%!0.#@X.%!$,#`P,#!$1#`P,#`P,$0P,#`P,#`P,#`P,#`P,#`P,#`P,#`P, M#`P,#`S_P``1"``8`!@#`2(``A$!`Q$!_]T`!``"_\0!/P```04!`0$!`0$` M`````````P`!`@0%!@<("0H+`0`!!0$!`0$!`0`````````!``(#!`4&!P@) M"@L0``$$`0,"!`(%!P8(!0,,,P$``A$#!"$2,05!46$3(G&!,@84D:&Q0B,D M%5+!8C,T)E\K.$P]-U MX_-&)Y2DA;25Q-3D]*6UQ=7E]59F=H:6IK;&UN;V-T=79W>'EZ>WQ]?G]Q$` M`@(!`@0$`P0%!@<'!@4U`0`"$0,A,1($05%A<2(3!3*!D12AL4(CP5+1\#,D M8N%R@I)#4Q5C+RLX3#TW7C\T:4 MI(6TE<34Y/2EM<75Y?569G:&EJ:VQM;F]B7I[?'_]H`#`,!``(1 M`Q$`/P!?7;Z[/ZJ]W3>FN+>GM,66#0W$?^B/_/B-;_BY%6&]KLJ,RA]IL>!N MKQ[7>_W/67]2>F]+ZOF973,YL79%#OLEVLLL;J7-9N;O=M_2?] M;7K-W3Z;1;)<#=ND^&]C<_HQ_VS2DDI__0L_63ZL97U8ZC7]8>BMW8E5@L M=5J?2)^DQWYSL:R=G\A:[?\`&IT7[+O=C9`R8UI`:6[O^.W_`$/Y7I?];7A2 M22GV#ZO_`%;ROK5U2WZQ=:9LQ+7[F4B1ZNV&,8W\[[/6UFS?_A$EX^DDI__9 M`#A"24T$(0``````50````$!````#P!!`&0`;P!B`&4`(`!0`&@`;P!T`&\` M-+@&(]RSN(D[3QHDKO"1-OA<&)CR M9)9>KYR(L@IAD>VM;\,LG)#",9\D5P3@+5G*/__05#I1XW<7N9>W]]\4]_P[ M0]]VWH.S9XZ[)45(N%ZXV-6%_P`D=)PU=$G80*RS#4,]F5\8G.6W0H0ECWM( M?<5E46LVDFC0VN.@ZC<6[^HJ0G`S=@LW!$B2P0&ML!^YZLKNHY!X$9P+ZH'K ME7%>:0XM?H7EQ6590I+:&)29WGR"&'FNW+E>XZRZV@EK0[XRW&UH00RGC7IX M93S"E8QAUI)`[C>5)]<86A2?OC.,*]E:>4?_T3=V1]9&T>I_D72^R;@A$O2F MDZ'?`KK-T939THK25AW!$8R8H0AW&%#DNJU M!6MNE#.A!_!#>OOK?VCV^ GRAPHIC 4 g29146g00t76.jpg GRAPHIC begin 644 g29146g00t76.jpg M_]C_X``02D9)1@`!`@$`8`!@``#_[0?V4&AO=&]S:&]P(#,N,``X0DE-`^T` M`````!``8`````$``0!@`````0`!.$))300-```````$````'CA"24T$&0`` M````!````!XX0DE-`_,```````D```````````$`.$))300*```````!```X M0DE-)Q````````H``0`````````".$))30/U``````!(`"]F9@`!`&QF9@`& M```````!`"]F9@`!`*&9F@`&```````!`#(````!`%H````&```````!`#4` M```!`"T````&```````!.$))30/X``````!P``#_____________________ M________`^@`````_____________________________P/H`````/______ M______________________\#Z`````#_____________________________ M`^@``#A"24T$"```````$`````$```)````"0``````X0DE-!!X```````0` M````.$))300:``````!M````!@``````````````$0```+0````&`&<`,``P M`'0`-P`V`````0`````````````````````````!``````````````"T```` M$0`````````````````````````````````````````````X0DE-!!$````` M``$!`#A"24T$%```````!`````(X0DE-!`P`````!5D````!````<`````L` M``%0```.<```!3T`&``!_]C_X``02D9)1@`!`@$`2`!(``#_[@`.061O8F4` M9(`````!_]L`A``,"`@("0@,"0D,$0L*"Q$5#PP,#Q48$Q,5$Q,8$0P,#`P, M#!$,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,`0T+"PT.#1`.#A`4#@X. M%!0.#@X.%!$,#`P,#!$1#`P,#`P,$0P,#`P,#`P,#`P,#`P,#`P,#`P,#`P, M#`P,#`S_P``1"``+`'`#`2(``A$!`Q$!_]T`!``'_\0!/P```04!`0$!`0$` M`````````P`!`@0%!@<("0H+`0`!!0$!`0$!`0`````````!``(#!`4&!P@) M"@L0``$$`0,"!`(%!P8(!0,,,P$``A$#!"$2,05!46$3(G&!,@84D:&Q0B,D M%5+!8C,T)E\K.$P]-U MX_-&)Y2DA;25Q-3D]*6UQ=7E]59F=H:6IK;&UN;V-T=79W>'EZ>WQ]?G]Q$` M`@(!`@0$`P0%!@<'!@4U`0`"$0,A,1($05%A<2(3!3*!D12AL4(CP5+1\#,D M8N%R@I)#4Q5C+RLX3#TW7C\T:4 MI(6TE<34Y/2EM<75Y?569G:&EJ:VQM;F]B7I[?'_]H`#`,!``(1 M`Q$`/P#;Q:_(I$N]1U9?[<]H_F:<;;6^O^;1G=1R[LO% M]:]N39A9-OHY#6M:';NGV96TLK_1[J;';5O8W_*>=_0/H?X+^D?^AW_!H'3? MYK"_Y+_GK?Z-]'^;?_0O^[/_`')_[K^HBIS&?6'J=[:6TY5>ZT]-K+PQK@U^ M4VW[5[9_?8SV?F*EE=7ZCF]*M9F7LLKLJKM;#&LVNJSF8F^6GW;_`$_4L6W@ M_0K_`.1_YZC^8X^E;_-_]V/^X7_"^NIU_P`T/^2?YO\`-^C_`$GM_P`%_P#' M))3F'K-PR!E9-M3W8(ZDQF9Z9,MI%'IV>E6X;OI[;&5?SBT>D]1S,O"ZK3EV M"UV+[6OA@=#Z6VQ9]G<^CVN=^9_;_2(M/]$QO^2_Z/D_0_FNW]&_[J?]ST7I M/]%R/^3_`*+?Z'_-_0_[4?\`!_N?\"@IXZAMIPL3&)/I8=F)E`SH?MSL?TF? MV/UI;-_UCZBVW/?3D-?2RC,LHEC&ACL9[:F;6[WW._/9:[(_GO\`M/\`HUI# M^CM_Y+^AAEM3W?SEF_?7_PJ@>L]4S\C#QQD,J;?5AV MV,K-O]EGZ1:F9])_\`R7_26?SW/\TWZ?\`W<_T M/_=5<_U'=]K/\UZ&_`];9'V:?9M^S?\`:WT/H>A]A_1?Z;_#)*;.+]8NLWXW MJ&^MC\@XSF2UA-7KY'V9[/18XO\`0V>W]8V7^M78D[ZP]9QJ;;'Y#,C]!E%@ M-8;M=C9->`W(=L/N]MCK;&?S:UV?3S/^2_Z97]'G^<_[6?\`FQ_T'_#J5?)_ MY-_F$R_]H`#`,!``(1`Q$` M/P#77`>-MA\C]'Y1\E+=;K,XW5"X#'XRB2RFC8*LRT1S MQF\;N4C&3(=,JW;-[C$$QM*NJ[B]OY(W.K+,O/*)?6V#[_KI^@]2!@`@1/\@^X?7J>-2E/5%VPV)>L^3W<*GJ> MH9MG^%TFVESK&ZCKTA,25K?1G[7"RF;Y[H-ED9!DJHV"59Q`6]5HBU:JINUC M=I0!'VG(8NVFDV^1MEJ!3P[R>ZQINN\3K MCV8K%AF"M^TBDWATKI!+MTVCENBX!KZ*%75$/S1]M)6BV4%:8*`<$>8NF\0N M-#FU'QR-N."2G)=S`W"[)V@65GCK)/9_3UEXJ'KY&JY3$BZ_6BNP<+B#=RNY M(V$Z)A*<=WJK6B?M!E.%T+TXGI\-4.8/D1NU#RBV7FX5ZOQ/FS931ZE):G2WUSJCFC6]2=DJN#6O3=F)7-!BUEGBD18RQU8>E=-%A9/6 M2PHE5;`"GN"6HE5V3Z!/,,A;S:UR1N"?$JHPZ0K2]IT"YUR+1*43"K(S9:)& M,4@*'H)A4KVL;,EN#,/D3M\IO'%3BK08UZ9S_;[BLW9]#;$.#CL M%1U*!PJD$?'*(]APSAVS15(H^AP1E`]P"!TS==*K6UGZO^R-RD:[5WE'LV'< M7N&]1R3'(NTC8\$K$Y-:CH\TO4\CJJ<96'[XD!(6'U9,?J&09P#@Q2+/FH)G M5:)E*LH[(4O)U3M:7R:EPL'P2'E>MZW'?%MEK.*PTC9="UZ=R.?IKFSNTFG[ MI!LHA^BYK4P#),R83:,T@!`=I&!JJ8Q3"J4G<.\:V:G@;8F"3<>\@FSV?^Z: MH:!QQ56V;CLW9.6&=9C+.9Y>U+RD^>O)11US%DBII1"Z[9VZD6QETSQPK."- MRBD"9XZ):M6PPF\RLC:PSR7:!.ZO)9=NN55"`=JY!/[#$+YC:ALLA&,J]5'] MS=U"TQ;AT[^#;"0\6Y17;*+-7+1\D5)5OZ*@H\$3HE;.%4DG` MIE(/;]VO'53.81-FX)%EO,-+)6:P7.$S&D2G'2LZ4SSYV_5T!BVV26CW!5#F MO,'3#N2F=P@-TN\5,K91+W*I('=$,*BB<\6(G[%V_07-D\GFY5#0>1U7S;#J M/;:KQ]5AI6:N,M9Y)@"=2DI:$ATGCJ),JR6>R4F]GT"()ME/ MB[:BLO+#MUP+^5>4.^2^PTRK;3BD-FF<:7B-FW2H3L9:#6"?:4>IU"^7!S89 M@OZ#)9E+LI$,<&S4!3(LJB97VI)K'V MH3AY0V&%8?+/R%CX32KO#\R;6$CV+`WM>IR MKQ.'546=$2=MVW<2`Z7Y@$U\5<+;,#9YP=,5O/*.R^3Q)>JYB62BI/,8!LQI M+Z_1;&+9X;-S\')AK;EJ:QDB5+8A$2@*F8E$SWU-VP2'V^G36J[>7S^XE[%P M/_-2`^N?K;[Q6[Y'W'^X'Q_VT_>^3VOC_N?ROJ'XWW#^-^C]0?&_P_S_``_D M_P"HZSY,1!8/_]#?A/A9SUX^M-_PCC2&>S.%[I-BYB[K,6K33PI+#33ZC/J'C1J;Y+Y*Q2("5,#^[V'*(S>L57N(DK5S^=41".K\?N,) M3XK,Y->V1*"]JAX*U5Y_/5Y^HR='?0!IRN1KAN)G222"XG[*HD25.L4G M@L/(D\6.#/(W..5/%[7;3C.<9Q2\PS:5H]Q3H]JK4A)R$NEG5\JI[W;0;JM7 M$]:[K8[&5TX.W%Z#5B9!'N^B':36O5ULD\LB3E."]'-+C_I^RZ_PEMU`A6M!6\< MZ]E\_G>BW)H6G4Z^(Q-CC7UADHI([EG8F,;(S+*0$62;X[\(T$#D`"H&"*]? MMGD0\#2K?CUY4L..^"YR\HT0E9\\Y736G6%L%UJ2C8E)>PM&00EVKM.6%!RH M9U$ND_C%'Y("E[A)[3$$;O79N>!#A?))&P\%>5ENO7/F#U,:2X- M;HEDI=8.*L\9)S]9=':O3NX`)2/:F`?F%10<`06ZIBI+',$5ZQ2>"M/)%M1X MG\B^/-Y;\CK+F-"Q2F9;Q.T6#E93-)"L6Z2@+=$9/=H)&ZV"!4=LU;I:I^R] MJ66$#.FY6[M!LLY]K=8R==JV6LRY)#3G@J-@.A2_&.(Q'L4]BP\G+? M@#M]DUSB@M:H%C$Y_3>#D[QVU6=:V2`=O:Y9[+FV]4Q\@PC4)('LR1LMH;$2 MKM@.B;N"/O`"'$K=1;UF?P2'*^!AX)X]^3-)M6/4B>R3CQ7*OFFG/;9=>0!H MZDWNZZ/5&D\REXN!AV=@@Y6PUV12(DLFQ=D28+MRG2,8Z8M_:XKO5IN6$GZ' M5(>/_D^XXS8N1;_EU2HULK#K%LUR#2FLY8FC)[58 M^,3@XVY.&K8\I%FD7K1O&%0ZAT`=`'0!T`=`'0'__V3\_ ` end GRAPHIC 5 g29146g05c26.jpg GRAPHIC begin 644 g29146g05c26.jpg M_]C_X``02D9)1@`!`@$`8`!@``#_[07\4&AO=&]S:&]P(#,N,``X0DE-`^T` M`````!``8`````$``0!@`````0`!.$))300-```````$````'CA"24T$&0`` M````!````!XX0DE-`_,```````D```````````$`.$))300*```````!```X M0DE-)Q````````H``0`````````".$))30/U``````!(`"]F9@`!`&QF9@`& M```````!`"]F9@`!`*&9F@`&```````!`#(````!`%H````&```````!`#4` M```!`"T````&```````!.$))30/X``````!P``#_____________________ M________`^@`````_____________________________P/H`````/______ M______________________\#Z`````#_____________________________ M`^@``#A"24T$"```````$`````$```)````"0``````X0DE-!!X```````0` M````.$))300:``````!M````!@``````````````&0```!D````&`&<`,``U M`&,`,@`V`````0`````````````````````````!```````````````9```` M&0`````````````````````````````````````````````X0DE-!!$````` M``$!`#A"24T$%```````!`````(X0DE-!`P``````U\````!````&0```!D` M``!,```';````T,`&``!_]C_X``02D9)1@`!`@$`2`!(``#_[@`.061O8F4` M9(`````!_]L`A``,"`@("0@,"0D,$0L*"Q$5#PP,#Q48$Q,5$Q,8$0P,#`P, M#!$,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,`0T+"PT.#1`.#A`4#@X. M%!0.#@X.%!$,#`P,#!$1#`P,#`P,$0P,#`P,#`P,#`P,#`P,#`P,#`P,#`P, M#`P,#`S_P``1"``9`!D#`2(``A$!`Q$!_]T`!``"_\0!/P```04!`0$!`0$` M`````````P`!`@0%!@<("0H+`0`!!0$!`0$!`0`````````!``(#!`4&!P@) M"@L0``$$`0,"!`(%!P8(!0,,,P$``A$#!"$2,05!46$3(G&!,@84D:&Q0B,D M%5+!8C,T)E\K.$P]-U MX_-&)Y2DA;25Q-3D]*6UQ=7E]59F=H:6IK;&UN;V-T=79W>'EZ>WQ]?G]Q$` M`@(!`@0$`P0%!@<'!@4U`0`"$0,A,1($05%A<2(3!3*!D12AL4(CP5+1\#,D M8N%R@I)#4Q5C+RLX3#TW7C\T:4 MI(6TE<34Y/2EM<75Y?569G:&EJ:VQM;F]B7I[?'_]H`#`,!``(1 M`Q$`/P#T7K?6\'HF"[,S'0!I76/I/=VKK"\].9];\[=]=*;:Z\?&W!E&_05- M,64^E^>UWY^[]+9]/_1+'^N.7UK(ZW:'\?V+DE/H'U;^LF%]8,(9&.=E[(&1CD^ MYCO^_5N_P=BUUX5]7LKJV+U:A_1PYV8YVUM8U#P?I5V-_P!%^_\`N?SB]@^T M?6;_`+A8O_L0_P#]YDE/_]#O/K-]6U]>1$V`#9'HOC^9H6C]-=V:/]#3_P`'_P"?5T*222G_V0`X0DE- M!"$``````%4````!`0````\`00!D`&\`8@!E`"``4`!H`&\`=`!O`',`:`!O M`'`````3`$$`9`!O`&(`90`@`%``:`!O`'0`;P!S`&@`;P!P`"``-@`N`#`` M```!`#A"24T$!@``````!P`(``$``0$`_^X`#D%D;V)E`&1``````?_;`(0` M`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0(" M`@("`@("`@("`P,#`P,#`P,#`P$!`0$!`0$!`0$!`@(!`@(#`P,#`P,#`P,# M`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#_\``$0@` M&0`9`P$1``(1`0,1`?_=``0`!/_$`',``0$``P````````````````H)``@+ M`0`#`0```````````````````0(#$``!!`("`@$!"0`````````$`@,%!@$' M"`D`%!(Q$Q>W6'B8V#D*$0`"`0(&`P```````````````1$A`C%!47$B,F&! M0O_:``P#`0`"$0,1`#\`9WS:YM:/X%:/G-W;NG/7#'^TC:;38UP==OV1;UCN M/1]2J4>\XCV#2/A\R"%_$4`5*R"%H;1G.0:3;A`Z'MO]O6_M2;QKZJZM MTZ[;XFN:G5L%U4-#Z@KU@#!MNNWM?9'9!L,#-&,-YE'#BPIN5-8:.%0RMJ,4 MS-<33CU%C]<78[I7LV.:6RN:VPXWFO$%TNW M4DLN)UYK:/(*(UW4=;%F..P!FMC'4-#V.$LPXZ22)OX8)DRD*P0EA;&!!I9M M;$4-Z..7(Z,@_P#.5S@U,380F;BGDU4:I6H=Z192=FJ["FM'V(U`D>Z4HIUD MAFKV7*\M-H:Q\LJSC*L.9R9":YHDWUZ[1Y9ZHY9ZHF>%3$Y,;WF)QFN0=*BA MW#XG8,2>XV_-U"[1?LAA&4(''QDK,8 M,0TKV/77@TIVF@R;J1ZD=;=<.ML6"P8A[WRDO<.PULO9;3&7@JZ$]EDM>N-< M++9;*`J0!3:,EEY0T5-E-)??2VTV***TH,[KIV+'>,D__])_'@!-&^_VW<Q;3T/S^I4E`)<)W M5O327F3!F=F(GJ73,2FE95M%'^,6](Y8LEI\!XJA<&()RT9Z;>@6T)=F:G+)3YLB.J<))^HAK5 M8S"NFCC8+]!&*:Q7['(294A6+V0T(`E`5EB4&@U(9Z[6GL#=GE9:%V551\?N M6@[H]1Z(M9QBD\M:NZ@42K/-*12>DR2+'2>Q>L$7A;ZP2Y"0N53!/(@MWX#U M@!I@]_$4&F'CA[FZFW)O)URA?;?EV50V69AE&CX)/LVP#1,$;XNZ1FSVZO%$ M!"]WV>D+M^,];^'*.R1B;PM1CI^4E*M5%%C+2AAWZ6[%MO`'R(]\[;9'R2+* MWIQOIBCE\4*7.Y[,HL'2/EB^.5.%<0`.&U)"RK(J<#@:(17^TXC>_3@3!?X! M!Y+:UTKYBX$WJH%.ZC_]Y2[XSS03A)-5.MM2R,PA]FM4O+M,S6&NJU32&W+G MFC"X-9R5''6,!:Y?WAB\8.E)34I@5[7_`,D?THNVO<8Q.IZLQDUWS?FJMT9/ MG` ML;Z#KQC:*ML^][NL2R]G0N"NCFPTV\,SCR"Q%54X9JYG-!TEC;D2O5QLC<[/G^-T:EN#-,!V]'O/.P#TU&W\_Z/1(VSH*_D.R;6O^ M`-!N/(FT(I\`AQ>XT66D7EMJHP1"8E*$+CP(#A7R0_:*RZ[KNPF6M?.9L;[H MREM/1<4X"%:#2F0]APTBL66VIS7U-N MM/ER5AHB'QB'34UV;'.9J%Y9RA`!-U6K.&)&8#B[R;9L^Q5VD(AV&KC4<<(C&H.I&[*_P"<4;UU4IR@ M-7XBE/!!8WQG[-W=:3)Z9.>M)_6=A1F-^C=\0Q(M991<$HF4>O9D0PDRX(E# MC;&6K6MFRNS-:UB[!6\OI3NF4FNO[I80"3_4(^O^K_C).6[+0L2S=&WE'WUK MV$RI]&4/%V/4)V!I)M/DB<`(5URO#-1#W4)$V[(BW4:O@9F@9OH-S_9+_7_< MX$#>#5=\9,+R,\K$5>Q;1ZV:I/M=D3$F,*2$]6%+$0DIQP M45<-,?&_64W?:.P];:#:JZ7X<\OV.U79!&[A,<&3,47B],%8AF386DS*Y+#9 M)8S&BC9CR40F5K2!JS>+$+6+A@20YL^E?CLKY_=G'#7>NV2UGOTQ5'& MM%&V-$-[G0^X6ND8]4'_``&8'>2*7Q*8Z.[BSC:^.B7KVVH@C4CZ(*54`S&* MC^,2AK/,"7NHKY>8S"HKZ8-S(Y2R/Z**F%O'N]+*R]ZOU]EJ+G&!*)XW)E9_>!&%0^-]/>'\!V/7;CAC5>O[MTJGQO(F^MF'1\=OYI M8UV2G"P6UQ3/D*.M#-U1Q$$/8I'TI`S@9EI*48.*!<3J%/[:CH>_T7K3X_SM MB)S+1\B1K&>S:$'* M#I(-N6O)"=*$_BU2TC^A?06VIZ=\`7]VTJWV7J[4,(LF2>ML7D\T?*ACEYJ[ M.@'HL1'9J&/5U4!,0S9+U2U"M;3UXDQZ)&]I.+24_P"NYEJND<&"]S-3?QQ$ M$JR(IIS6&FWJ1M>X]P/]!M\YCF@2GF1:B?JM<$4 MISGX]`,U+-(2:5DSO+/GFS92LRLGCTE@5QT)54?R]7#?GF6WO!L[8:L8%M2:<0$M MD7MQ'%2%>6B&G++2MJH1Q1`;R4'37A=']BU%*I#K?4\_T&R;8JR/2RNWZ%:G MCF,)MZ]-L0(91S^3)WZA$]>,.L))+"5[P)"X3("A*ZG*"3"`\":GX`U3U,?& M_1TW0B.O-;:#=:Z08<]0&.JG9?&[A+<'O,4HB]SE;>F3F6KS*VK"I)7+&MDA MC,4>F2+3QI"N(T+H+I83@4DVICXP*J'PH\>MM?MM:07)]#`N]'5,;UV9!;FR MV38[2?1INTA5[F5>B:V]7.CV4A#Q6;%'7@R6OOV@[U,8,+7DU5^`ZF13Q2?I M6UVXU7[5YYG#R@B[#8XXTU^C2&)V:72]-QD;70*YL,J-YC*MY'U4E/4L(0)B M?N?"/J6$T##.]-^4(KGTW(LJ:P]/RR77TCC\BO"!TA'-K]SA&=IM5IB<)/`B ?UD5S49!%#')GD21!,CC'EP1EQH+8)6XI$'Z"CH?_V3\_ ` end GRAPHIC 7 g29146g08e69.jpg GRAPHIC begin 644 g29146g08e69.jpg M_]C_X``02D9)1@`!`@$`8`!@``#_[0G(4&AO=&]S:&]P(#,N,``X0DE-`^T` M`````!``8`````$``0!@`````0`!.$))300-```````$````'CA"24T$&0`` M````!````!XX0DE-`_,```````D```````````$`.$))300*```````!```X M0DE-)Q````````H``0`````````".$))30/U``````!(`"]F9@`!`&QF9@`& M```````!`"]F9@`!`*&9F@`&```````!`#(````!`%H````&```````!`#4` M```!`"T````&```````!.$))30/X``````!P``#_____________________ M________`^@`````_____________________________P/H`````/______ M______________________\#Z`````#_____________________________ M`^@``#A"24T$"```````$`````$```)````"0``````X0DE-!!X```````0` M````.$))300:``````!M````!@``````````````\````HX````&`&<`,``X M`&4`-@`Y`````0`````````````````````````!``````````````*.```` M\``````````````````````````````````````````````X0DE-!!$````` M``$!`#A"24T$%```````!`````(X0DE-!`P`````!RP````!````<````"D` M``%0```UT```!Q``&``!_]C_X``02D9)1@`!`@$`2`!(``#_[@`.061O8F4` M9(`````!_]L`A``,"`@("0@,"0D,$0L*"Q$5#PP,#Q48$Q,5$Q,8$0P,#`P, M#!$,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,`0T+"PT.#1`.#A`4#@X. M%!0.#@X.%!$,#`P,#!$1#`P,#`P,$0P,#`P,#`P,#`P,#`P,#`P,#`P,#`P, M#`P,#`S_P``1"``I`'`#`2(``A$!`Q$!_]T`!``'_\0!/P```04!`0$!`0$` M`````````P`!`@0%!@<("0H+`0`!!0$!`0$!`0`````````!``(#!`4&!P@) M"@L0``$$`0,"!`(%!P8(!0,,,P$``A$#!"$2,05!46$3(G&!,@84D:&Q0B,D M%5+!8C,T)E\K.$P]-U MX_-&)Y2DA;25Q-3D]*6UQ=7E]59F=H:6IK;&UN;V-T=79W>'EZ>WQ]?G]Q$` M`@(!`@0$`P0%!@<'!@4U`0`"$0,A,1($05%A<2(3!3*!D12AL4(CP5+1\#,D M8N%R@I)#4Q5C+RLX3#TW7C\T:4 MI(6TE<34Y/2EM<75Y?569G:&EJ:VQM;F]B7I[?'_]H`#`,!``(1 M`Q$`/P#T_&](U@UM>P$D[7AP/.OML1E"L6AOZ5S7.\6@M'XN>O/:_KMUIWUS M'2',Q_LHZ@_%#@VSU/3W.;]+U_2]3V_Z))3Z*J?5>J8?2<%^?G6>ECU%@>\A MSHWN;4WVTLML^D_]Q8?UO^N+?J[D8U!Q[;CDL?8'5/8V-A8V'>LRS]]5_KGF M?;_\79S@TL&57AW;7$$CU+<>S:[;[?SDE.[T/K_3NN46W8%HN;19Z;RUMC8, M-L'](JH=]%_YJTUPG^*7_DSJ/_AL?^>J5W:2E))))*4DDDDI222R.N_6;I70 MG4LS[Q0[(#S4',M?.PLW_P!&JNV_SOYR2G7261F_6/#QOJX?K`S=D8OILM;Z M0ASFO+S(]#]__``FQ`^JWUJQOK&W*=CUW5#%"YNWT;+?W4E/ M_]#T_'%($5L=6)=H6D=_=]+]Y>0T_P#Y2/\`VKO_`.K>O8*QFY'V;+S**;A#GUVVLKL7AA M9ZE8<"0"W]&ZSU?=N_<7!_XW/Z3TC^ID_EQ5C]28P_XS]Q:"1U3%@P)XQUL? MXW/Z3TC^ID_EQ4E-S.__`"15?^$L?_JZ4'_%'_-=6_XRG_J'HV=_^2*K_P`) M8_\`U=*#_BC_`)KJW_&4_P#4/24__]'TZ@5ALUTFO4B"`#S\?SEYQ7]5/K$W MZ\CJ3L,##_:3\CU?5IGTBYS_`%/2]7UOH.^AZ?J+TY99_P"61\3_`-2Q)3RW M^,;ZO=;ZQFX-W3<7UJZ:;66$V55PYSJW-'Z:RO=[6.^BK_6.C]4R/\7E'2*< M?=GUX^&Q].^L`.I=0Z_],ZP4^STG_P"$70=4_FV_!WY%/-_Y/?\`U1^4)*>; M_P`7/1NJ]'P,VKJ6/Z#[L@/K`?79+?3KKW30^S\]BP/J7]4_K'TWZSTYN=A^ MEC5-O#WBVEY&\.]/V56OL]W]5>B=/_F#_6*%A_TV[X'_`*I)3P'U\^JGUBZK M]8+\OI^'ZU%E%3&O-M+)I MO_-K;?=L=L_PB[+%_HK?@?RE5.D_3?\`\55_Z,24\/G?5;ZP6_7W]J,Q)P3G MT7^MZM0/IL%/J/\`2-OK?X-_L]/>M'_&/T'K/6+NFOZ;B^NW';>+2;*J]I>: M-G\_97N_FG_174/_`.4_[3?^I3]5YJ_M_D24X&5T7JMG^+AG1F8\]1;BTUFG M?7&YCJW/;ZV_T?:UG^D0O\7'1.K]'JZC^TL;T/M%E1JBRNS<&M76!H6-]@A(C&'U[@9U%56IR,S&!$!`0`#``("`P$!`0`` M``````$1,0(A,H$205%Q89&Q_]H`#`,!``(1`Q$`/P"7^[MG(:37'R"CU5SD/[O5-;N36ULJV-S*7)/Q#L[4 MY[ENJ)LD3M(DE1QC"1`L1MR&..Y+`O>-#U'TPUD)A8VRFER.C-QLGTQ@S7.,9VQY,Y&/]>T M@$T53IF4NZN"SFOS$[F5.A*5$IPYIB&1]D*3=L.V69*TWV.U, MR:29C.F,8UVV(]R````````````````````````````````````````````` M``````````````````````````````````````````````````````````#_ MT)\25A8D!S\H0LK2C42EPT=I.>E;D:7T1)>NH><;:QKEE>6>0L\#B#2]QZ.(H@PNC9'6E`L98JVD;I6V. MM)R1(3LWLS:D-W)3IRO,*()WV+TUUTVVUR'N0``````````````````````` M```````````````````````````````````````````````````````````` M``````````````````````!__]&?P```````````````````````````#X$L ME+!!HM)9K+',EEBT/8'F4R5X4Z'&)VE@C[X/)$ MU:67%?.=^9U3 M1E,ZXF#38\,?60IO='2(2F%*VN2)(DY16V)VGG!A6RDUJS&]8714P<-M<*\N M./H`Y)A+EP.2(U(Q6P\1G$=,)%"15O\`1;CN4?G4LTK??!>===]I6>)R63FVM:!3EBMH`H46[.HC*]""]-VG!)ZAA;\ M+5YV-C#2PQK)>*EXRB#,],?2E3QR!51^-2ZH9XG<9')Y@\JI]6%NU'`F6;5\ M\PI'&6%OB<-N1:4ZK"7I\W>%*`HXM*DT/,(+&?R^%6/!-9"XU<;*SU_3E7ME MDL]9M3!`_P"N9GR>C,.ED4TD$2>+P;Y!=]<,;B7-VZLGU,B:6/5ORT&*F8K9 M2?C"]7OK%SIL?Q?HB<41M,(\[ROZ6KW5*UM-=1[$MELKRV$-TVM-Z/?SBY6F MTS%EKQ$97'FH]L0J%B/!L?RK]-NL0E1+L^L,OT5,].EY]GJVE(5&8ZI2%KB%RE0+IO7-'[D:AD M"I-7=54G*8KH4ERA>9I?\[@4@4';IR]EI:J,L?&FR&Y&4G5YWT*WT=C\G%ZX MWVU*SMDO6LO9P!PLIQ9E)]I1.#0V0:.9Q2-L@%A/]E,Q[-JE1;IUZE]D58U0 MM2.9JW=07NDU;CBBRBBS,*=]C=BB0]R``````````````````````.)W;XT!BATC:VYA=%.\?=X].ECBVY32-I>6_!2I2U)]\[ M8)P9C)6/)MC&RO>&74``'??PUG>?17X-6[[(;Q9MGOU6*@TX@```````` M```````````````````````````````````````````````````````````` M````#__5G\````````P5R5<;$:Z6F!]2OK?&['5'15GB+LY.\.8BBW5_F4>8 MM$:1UG[-)(@E>78EQW2-_KKDFNQJ13&TSJF4EJ- MM]CT6R-2:*UKF-S\AH+4W+10XRG2:6+#^5-#TS"5<%B$2C>D.C5W1WAZW.)4 M,;ID>\,1RR'K+M>'1*XR]:Y(L+,>E<-M&LO"-./'AY59.^3D28I`>=8#F>MH MRX6B+3V*/3O#)F[2E7,2N/LFK^'P6:LE407>T$LJC,E>V9&T.+3$Y$;(Y.AU M/6$HT:1S.B^&W/$BY5%SU4A?7MX5NTRQJUR"2>F:6UI;$J*S6-MM2%)XAJV: MZ9<8$E@\S;TS,L7:EO:A&FUR[%$NF%A6E2MH@0```````````!'5\3WW;C'U MEZO]U+*$NF^/97O#+J``#OOX:SO/HK\&K=]D-XLVSWZK%0:<0``````````` M```````````````````````````````````````````````````````````` M`!__UIW)5KU:>ZOK$194`.>XLF=5LF9BIE'3'6.HV';.KXK?6_1QRK:$S-MC MR*S%&A>B?/\`^S.H#TS9(X\]DMBAF?F9W(>FS9Z9CVQT0KR79FUV2Z;.S88D M/-T7MFNZTG&3RL[E8R=ICSO]^OE#[(````#4KE[RCXB\:H(WEP(AF9+F'S7BG%,S-A7Q:89C7&UV M8LRR,.NJ#1TCDERUT^E^G6%RT:DN%"-5Z5.=A,5C?3/H]/(\&.OT]I%>UJ[% M*#M#6PQ&_:7CK0R/YLM:D+74]@I2D,M4(5#8IEA.VE:^DQ*53:K-(-<<[96F MDF[Z;FYUVVQEF&.OTVKX>69N-L"51F$0N3Q+0E!L> MRQC+\L^F(G'D*K).,M[>5C7?YY@7E8%2N55L<';YXY$3(FQ'60E4Y6"6Z;B(201J8 MG)`:QURM/+XK%RHM>&W(BJ*\MF**';O*^;2A]RT%2%(QUOY_],M3>U8KQ9(] M(S%GVM4*EP8ME<7$QF.EPK(``(ZOB>^[<8^LO5_NI M90ETWQ[*]X9=0``=]_#6=Y]%?@U;OLAO%FV>_58J#3B````````````````` M`````````````````````````````````````````````#X\@D#)$V%YE$E= M4+%'8ZUKWM]>G-06D;FEH:TIJUQ<5RHW.I2=(C2$[F&;[9QC777.0'BJUM>. M6S631:L.0R0Y@?$+NM;FIW8U+!*MC&5P<6E:V*X\\91JVQXU[*' MYOE)DD0-;4EJQZCLA>HBX,UC*C'OB_93JV'IUIH MPV&ADJ;YU$HY,VA*[(VF5,S>_M)#ZUJF1XPUNJ8M:WFN+,OT*<&E2H1G:&;) ME.A2DCSO,.++,QMIJ1Z8```'_]>5+$:/)<)G+H"A8.037(\?I[2`,T\8V92DL.<-D_>C' M,Y0E>&J&EPA.F:]TJ(HELW:2GZ1:J#B59)YN5'I]<[ZG8T\S'H_.V(]R``(G MWBONCWQ.^,LU]R"1*Z<;J#J,N@``)1_A3^F+R*ZM!WS2K\6,=ZB=X-.0``-5 M9UR3X6.^3X=/^1W'+4^.2^..ZV/O-X5ZU.#-,ZTF;3+6'9>CS+$:Y&YQF:1A M*?LG.QCR'IO1G:;:^?IDOEAM]GO9O2`W16HY/4NTNI4FF,L)D,/YFJ(%*R'. MP5;8X35&GEL(N&/29/%I(O9$)ZECT5ZLNYR!*9ZKC=,1DL>7M(]?/9[10^$J M8]R(XM-A]7G'^S>S:D[FI>GOD!QC5NZ]^72)V\,NH``.^_AK.\^BOP:MWV0WBS;/?JL5!IQ``` M``````````````````````````````````````````````````&J27D>N?N2 MS-3D5C:)QKW5ILAMDEDG+E&F3[0@.(DJ=85$T6A'JKJBB2*1:DO:_)NQ)3L= M]'E9]:0.)9!<>,O'W/R)LRN;P-B*2-)6NG(U`*NG4WM!VK"SI7A4T3XZ-6[WK=\=D]:Q>XG^M9Y8:HE[7:(Z]O(^KT.C;@V/M)*5-* M&U04YKL&XTV&&9**Y3'V?8SK5\E)C,;D432R!O>"'#Z2B17=$VV)+YI- M(,0US&*38ATA&(8>M4NL,="WUA2.C=/X;/(J[LZ9_2I5V4ZEN-URJ1D;^7'F M>3(TQ[Q^IVU*-B<*@"VRTEF1Y&_6L^S1]F+.T(IAMF6255(H9>>.<@_!AUB2.VM6BS:RZT>X]#'\EA;W=(6Y[D-:/"$Q,>D-WUP,L3K^! MQCW1IU6J'R(QV42Z76[8$YGR%C731^;7JR4SP<@CT7?9PH621Y:M'3+(7*7% MT5>LSA`SJR7)-C#VJPF&?+;ZCX+*:^ARMEE;OZ^H529]>&EG+DLBFB*&,3B> M7L@B+;,I>0EE,E;T.Y9BC0Y<45N1E5E*3IJF3D8!&8@```?_T)_````````( MGWBONCWQ.^,LU]R"1*Z<;J#J,N@``)1_A3^F+R*ZM!WS2K\6,=ZB=X-.0``* MDKFCTQ>6/67O;YI2H8>B:C6D```%L%V='=\<$NIMQA^24'&W"[O];D@@`CJ^ M)[[MQCZR]7^ZEE"73?'LKWAEU``!WW\-9WGT5^#5N^R&\6;9[]5BH-.(```` M```````````````````````````````````````````````#\CSR4Q)RE2<4 MG3IRC#SSSS-"B2"2M,F&G'&F9UT+*+TUSMMMMG&,8QY<@-05]$\*5EGM5SIX MG0C+:30IF#F1.H^WUNS2A3()QE.8^2MQ?42,MV7RSUDC8\AQ,.V5$GGG&8W\ MXW?.2^=/P>:FIE_1M+.Z\AIPOC6(/$:\GL8<[I:'MHN&-PPHXI#I9!C\4Z/& MSF_:JC]9`L8U;(IDY!^Z9WW6I/-(U'G]/4)HA4N++160\7H[RK6/OS[+(+!9 M/9<7<837LLD[$ZQB02&,%EI$TK4J%D??W)$F2.SLYMK.E<5!+8F1%[XTU'G] M/@Q&F.-L4F<.ET?FC?N]Q=5JYITYLYCZW62SL]MM!F4V))3-L9=WF>/*:[)3 ME:HPH+(<%+R8>H(-4%)3"!Y;@`@``(G?B)>T!YA<.+GXZQKC3=SY53',JPE+ M[)F]I8H<[%NKL@E92!(L.,DT<>SR=R4>V=,:E;Z:9Q_KG&<_ZB5TXDN?TE.^'/YK9<+Y4N?)FVWBUUT"E%4(8BH=V>+-&S*DD#5. MU#P21K&&)C+/U7'-2?;;)V#,Z^BQYN<8SGRV.?*^Z/?$[XRS7W()$KIQNH.HRZ```E'^%/Z8O(KJT'?-*OQ8QWJ)W@TY` M``J2N:/3%Y8]9>]OFE*AAZ)J-:0```6P79T=WQP2ZFW&'Y)0<;<+N_UN2"`" M.KXGONW&/K+U?[J64)=-\>RO>&74``'??PUG>?17X-6[[(;Q9MGOU6*@TX@` M``````````````````````````````````````````````````-:.:/0ZY8] M6B]OE;*@6;BI+&'<``&9..?2$HGXRUA[[L8%U5O.-O.``"#KXK[I"<3O@U-? M?8KF``#_]*@ MLFD$,E,Z;&N51:M'6X'YAPF=%[DWUVRN2%G72#9.VH%FQ^^75R3IR$17GN"L MT[34@@S.V/*,/LPVW:\L!=HUQ&0_2SG]#*WY8VY:7QO<65`AE3Y!U14E0NC8 MB519V*F$7=6WZ/175H.^:5?BQCO43O!IR``!4EF+RQZR][?-*5# M#T34:T@```M@NSH[OC@EU-N,/R2@XVX7=_K7=1Y M/1Z>?IY<_P"[`#%R[E=3#32,2Y!/;T]LE=3HUG)B6[G%)$5)W[=_5*"VO9MB M!3<=(EB<]L1GNVQQ:?8@EB3G.9F^B`DU1H7%SA_2DY05,L?W>-:N+P4Z-\T: MH"V$[LJLS>72-RL"65:I(BB5-ZPX.*2/3F!/B5T/,)(*;TK0I<3AURQZM%[? M*V5`LW%26,.X``,R<<^D)1/QEK#WW8P+JK><;><``$'7Q7W2$XG?!J:^^Y(S M77C51/A&P``36/"9_P!O>;'USH_V)98U'/O<2\Q7,``'_].7-'>'EC,][$36 M667&;5K.20GE&UVDQR&O4;3*YDMO-]I=0SQQP>$S^J2+69JCU:)VPA1Z`C#> MTL:-`61MH?L:G+GQI_N@..-T5#:V9.:ZLR1DG3MB8V@F:G4UP8,(ED.E:0RM M&]*Z)L/SU(XQ8#@RJTDJ/P28[MR%R4KM"W5V6[+(MLPVBFE-N*^Z/?$[XRS7W()$KIQNH.HRZ```E'^%/Z8O(KJ MT'?-*OQ8QWJ)W@TY```J2N:/3%Y8]9>]OFE*AAZ)J-:0```6P79T=WQP2ZFW M&'Y)0<;<+N_UN2"`".KXGONW&/K+U?[J64)=-\>RO>&74``'??PUG>?17X-6 M[[(;Q9MGOU6*@TX@``T_Y84_9%W1IQ@+3"Z4L.!OL9<$V&RRY?85=/T)GVZ= MU:VZ=LDBA$7G.9$E3L[X9KJVX3LBE.>G\_1QVPH\U,6/53>M[?G=/6O4#Q*( MOG$IC;17D:G:<][0R=VB+S#8VPV;(I<0@1)DD>F[@XJ7_9KPT&&)R"]T1F3" MS?2:EAC?E+P]77VAV6PZXY[5KTS5>]5E$(NP(:I.K1"AD#JT.#PXJFN5U%.G MYO=5Z5@0HK1>WRME0+-Q4EC#N``#,G'/I"43\9:P]]V,"ZJWG&WG``!!U\5]TA.)WP:F MOON2,UUXU43X1L``$UCPF?\`;WFQ]*^Z/?$[XRS7W()$KIQNH.HRZ```E'^%/Z8O(KJT'?-*OQ8QWJ)W@TY` M``J2N:/3%Y8]9>]OFE*AAZ)J-:0```6P79T=WQP2ZFW&'Y)0<;<+N_UN2"`" M.KXGONW&/K+U?[J64)=-\>RO>&74``'??PUG>?17X-6[[(;Q9MGOU6*@TX@` M`@4]I5VT?:74!SNY.TS4?)/^DJVKRS%T?A\;_!V@G[Z':"6YM/+2?3$FJMY? MG#S35&^?2*E1YN?+Y,[>3&/)FVNLYYLEPT=_D"=KI^[7_P"AN,O_`$8#-7Z< M_H_D"=KI^[7_`.AN,O\`T8#-/IS^C^0)VNG[M?\`Z&XR_P#1@,T^G/Z3L.RI MO&T>279^<;;NNF4?UG:$_C,F<);)_H6.QWZ66-]A2]C1G?0L3:6*/(/0M;60 M5YJ9(3KMZ/SML9WVVVSJ.5\6QT(!```````````````````````````````` M`````````!K1S1Z'7+'JT7M\K94"S<5)8P[@``S)QSZ0E$_&6L/?=C`NJMYQ MMYP``0=?%?=(3B=\&IK[[DC-=>-5$^$;``!-8\)G_;WFQ]6/67O;YI2H8>B:C6D```%L%V='=\<$NIM MQA^24'&W"[O];D@@`CJ^)[[MQCZR]7^ZEE"73?'LKWAEU``!WW\-9WGT5^#5 MN^R&\6;9[]5BH-.(``*N+MCN\^YH_&5S]D,XS=N_/K'-$10``6=?8;=U-P\^ MIDS^;$_&IIQZ]JZP"L@````````````````````````````````````````# M6CFCT.N6/5HO;Y6RH%FXJ2QAW``!F3CGTA*)^,M8>^[&!=5;SC;S@``@Z^*^ MZ0G$[X-37WW)&:Z\:J)\(V``":QX3/\`M[S8^N='^Q++&HY][B7F*Y@``__6 MFC2[EU%H`ZR%%-ZPN"+-C9&[0D\9D;NSPHI#8J&H2RC)AB*,1,]/G;2G++.T MW3.$D9V!H4$F%'X68(/(--+AD*K+^AEO.[LQ15#(='2,H5ALT3N*9JU*ACTC MF4H@V8B]KVUY6/67O;YI2H8>B:C6D```%L%V='=\<$NIMQA^24'&W"[O\`6Y((`(ZOB>^[ M<8^LO5_NI90ETWQ[*]X9=0``=]_#6=Y]%?@U;OLAO%FV>_58J#3B``"KB[8[ MO/N:/QE<_9#.,W;OSZQS1$4``%G7V&W=3O:NL`K(````` M``````````````````````````##MV.L]9(H2[0R9UC6K0V+5;I9-CVDF<'1 MJA-?M;"\N#D\L[(G=HTUN+SLZID9&3'-V0-[>B-4+-\*]T^B)0'R*AF%F6A0 MS#+UNC#$+#DK0]G,KJ[P63IXVJ3EO+JBA4\6U:Z3!HFC"US6-ID+YM&UKZ4Z MM1:_U!2LRH(,-R6[:FMO(7D-M7D5F$MEU5,&748*R]<``-:.:/0ZY8]6B]OE;*@6;BI+ M&'<``&9..?2$HGXRUA[[L8%U5O.-O.``"#KXK[I"<3O@U-??\V/KG1_L2RQJ.?>XEYBN8``/_7F1M/&V:JKS;+:F9]+*E[!K/$ M2V=1*N#XS:5R1"4M+K'XO6MP+BW`YK70N$M"AO-4%>7=E0K24[3H3E)N M7/A\RH>(K]5-FL\[33Y.IT4*]9/.S&QO5,ADD>U4&?H>Z0%O8$ZDUE:ZB(F=L MZZ:XP'N0`!$^\5]T>^)WQEFON02)73C=0=1ET``!*/\`"G],7D5U:#OFE7XL M8[U$[P:<@``5)7-'IB\L>LO>WS2E0P]$U&M(```+8+LZ.[XX)=3;C#\DH.-N M%W?ZW)!`!'5\3WW;C'UEZO\`=2RA+IOCV5[PRZ@``[[^&L[SZ*_!JW?9#>+- ML]^JQ4&G$``%7%VQW>??4R9_-B? MC4TX]>U=8!60```````````````````````````````&GG*D[AK+=(K7/*>W M8/"E#&\LEI1F,/?)%VH9\-<&I0Z(8Y*MB(O9%?O;\V-[JF4[HLJ M7KA4E+,*+,_A\.+7UP-A[FSO+3RZJ%8Y,4370I"JE/,G6F!EB\=VB+4SYDL=LU"_O#=K&=]DAA:]0J])GS3\Y]:*)/+' MG]/Q6V%V:;A'(Q$U-^\8]V&%0Y=!HDBQR0A^,Q]E<5+`N4K6U1^('K)7N9HKUW./R8/+:"BY%1SU##$-!SN"SZ),KV]?2CI!9VT6$3 MB5R1T5S"2JY"_M;N]&*)/(7F0'NBTQ4=E2H/6;';^7TGER1F8``:TAURQ MZM%[?*V5`LW%26,.X``,R<<^D)1/QEK#WW8P+JK><;><``$'7Q7W2$XG?!J: M^^Y(S77C51/A&P``36/"9_V]YL?7.C_8EEC4<^]Q+S%HG>#3D`` M"I*YH],7ECUE[V^:4J&'HFHUI```!;!=G1W?'!+J;<8?DE!QMPN[_6Y((`(Z MOB>^[<8^LO5_NI90ETWQ[*]X9=0``=]_#6=Y]%?@U;OLAO%FV>_58J#3B``" MKB[8[O/N:/QE<_9#.,W;OSZQS1$4``%G7V&W=3O:NL`K( M```````````````````````````````"`AXJ+O!Z=ZFU>_.WD,,UUXU\HT8C M8``)WGA3^AUR*ZRYWRMK\:CGWN)1XKF`-:.:/0ZY8]6B]OE;*@6;BI+&'<`` M&9..?2$HGXRUA[[L8%U5O.-O.``"#KXK[I"<3O@U-??\V/KG1_L2RQJ.?>XEYBN8``/__1G\````````B?>*^Z/?$[XRS7W()$ MKIQNH.HRZ```E'^%/Z8O(KJT'?-*OQ8QWJ)W@TY```J2N:/3%Y8]9>]OFE*A MAZ)J-:0```6P79T=WQP2ZFW&'Y)0<;<+N_UN2"`".KXGONW&/K+U?[J64)=- M\>RO>&74``'??PUG>?17X-6[[(;Q9MGOU6*@TX@``JXNV.[S[FC\97/V0SC- MV[\^L*B[P>G>IM7OSMY##-=>-?*-&(V``"=YX4_H=*Y@#6CFCT.N6/5HO;Y6RH%FXJ2QAW``!F3CGTA*)^,M8>^[&!= M5;SC;S@``@Z^*^Z0G$[X-37WW)&:Z\:J)\(V``":QX3/^WO-CZYT?[$LL:CG MWN)>8KF``#__TIC$_P"3-RUR_*FYYH1E<-I&WW4KJR$QRSCI);[XAIYE>7LB M:2J%Q^#NK4TP";$H$A.AS6Z/+HTK7QD1&HE#BZ[HF\N)^WL:(Y/IKGF,B@AD M=0QI]A3.>;)27"182NZ]YUE#LUH3(I#')K0R==$7"(HVZ0;N:PM%A(1(FU%L M4:MPX%H!8R'-.2W'*MY`JB5B7_2<"E2$I*>NC,TM6"1:0(R5R6 M/67O;YI2H8>B:C6D```%L%V='=\<$NIMQA^24'&W"[O];D@@`CJ^)[[MQCZR M]7^ZEE"73?'LKWAEU``!WW\-9WGT5^#5N^R&\6;9[]5BH-.(``*N+MCN\^YH M_&5S]D,XS=N_/K'-$10``6=?8;=U-P\^IDS^;$_&IIQZ]JZP"L@````````` M``````````````````````("'BHN\'IWJ;5[\[>0PS77C7RC1B-@``G>>%/Z M'7(KK+G?*VOQJ.?>XE'BN8`UHYH]#KECU:+V^5LJ!9N*DL8=P``9DXY](2B? MC+6'ONQ@756\XV\X``(.OBOND)Q.^#4U]]R1FNO&JB?"-@``FL>$S_M[S8^N M='^Q++&HY][B7F*Y@``__].:C7?%[->V[.[DQ?%US1_L):Y&/;5.4U'.K6B9 M#MUQD>&VE&:>L,#@9J[8UH:$[UHDPI\]2KU5J5"LY07/^/\`D%XC5W7T MSCI3.Z]J5YD]FK(C,(0^V=)G,AF2.ZZ22MFGSL*^Z/?$[XRS7W()$KIQNH.HRZ```E'^%/Z8O M(KJT'?-*OQ8QWJ)W@TY```J2N:/3%Y8]9>]OFE*AAZ)J-:0```6P79T=WQP2 MZFW&'Y)0<;<+N_UN2"`".KXGONW&/K+U?[J64)=-\>RO>&74``'??PUG>?17 MX-6[[(;Q9MGOU6*@TX@``JXNV.[S[FC\97/V0SC-V[\^L<4[HD:)6 MWMK4[+V%2K2;F)LN*%`^)=SM--]O19-QIMY-]=M=0\AK?]1[V)FK-9=KF88= M%$?\SZ#DF(SM*D;"=*5<*TGV6?$",GJ6,)C7(UAU<\O!:`K=1LFP5IMO@8_+ MRS;RRH-V;SW1%-5V4>$[(N:,JH+8;2 M1O?9Q````````````````````` M``!`0\5%W@].]3:O?G;R&&:Z\:^4:,1L``$[SPI_0ZY%=9<[Y6U^-1S[W$H\ M5S`&M'-'H=K1>WRME0+-Q4EC#N``#,G'/I"43\9:P]]V,"ZJWG&WG``!! MU\5]TA.)WP:FOON2,UUXU43X1L``$UCPF?\`;WFQ]*^Z/?$[XRS7W()$KIQNH.HRZ```E'^%/Z8O(KJT'?-* MOQ8QWJ)W@TY```J2N:/3%Y8]9>]OFE*AAZ)J-:0```6P79T=WQP2ZFW&'Y)0 M<;<+N_UN2"`".KXGONW&/K+U?[J64)=-\>RO>&74``'??PUG>?17X-6[[(;Q M9MGOU6*@TX@``JXNV.[S[FC\97/V0SC-V[\^LMVAC^C6"DZ'IHJ M$[&18Q\21;=)M6RY:1G1(8BT18)*QG4S;.FA?'CR^9;5;7/9=S09Y25PL9'B MMIJ]KXY9#G:V95QT=*\,AT[:VO$CH1=(TB[:WEYDTW;%"U)&R%*(CRG$R,Y) MC+49%F,5KY1W#VP(?E4<]0FUWYNC?'S6`DQ&^+X8)-JJMV&RZ#3.LEW'*:5T M[.+]1E1:.K&NU=\$EL!YY:-@R2QEX:=2]AELGQ-HNX:#D#U#GIW1.=;:II0X M."\E#&FUGDDL#T[U-J]^=O(89KKQKY1HQ&P``3 MO/"G]#KD5UESOE;7XU'/O<2CQ7,`:TAURQZM%[?*V5`LW%26,.X``,R<< M^D)1/QEK#WW8P+JK><;><``$'7Q7W2$XG?!J:^^Y(S77C51/A&P``36/"9_V M]YL?7.C_`&)98U'/O<2\Q7,``'__U9_````````(GWBONCWQ.^,LU]R"1*Z< M;J#J,N@``)1_A3^F+R*ZM!WS2K\6,=ZB=X-.0``*DKFCTQ>6/67O;YI2H8>B M:C6D```%L%V='=\<$NIMQA^24'&W"[O];D@@`CJ^)[[MQCZR]7^ZEE"73?'L MKWAEU``!WW\-9WGT5^#5N^R&\6;9[]5BH-.(``*N+MCN\^YH_&5S]D,XS=N_ M/K'-$10``6=?8;=U-P\^IDS^;$_&IIQZ]JZP"L@#FKVMO+.TN$G!VR>1%-IX MJJGT3D-^TC_`/8^-'Z7RO\`ZE"9KI].3^3WVD?_`+'QH_2^5_\`4H,T M^G)_)[[2/_V/C1^E\K_ZE!FGTY=">RL[=SFUS+YZ41QLMUJHY-7EC_B?_4)T M/@<@9I'I_1]-6)/6GZ.$J;SGR+)L'>;\S2X1<+C"W4RL$+ M(SWI3_'[>%.$P7ZWI)'FZS*T01FQHS$$K4H2F0UM?++)*4$&8SH8U(%SEEP( MW2Y;]QA])XY:R9SG-FQ>L:QWF4>B->R5[B4P(7.3BJG$Q@M@LT`LA,Q0MC:5 M;N]Q.".+UN3@U*?ES>W1H<4:-+@O5&L6#&LO6<>>3Q%W21_B*UO8XU((;'6C MZ?9EKSAMF+C,,+%Q$M^BZZ=M296U0V,I]FPLY:LUR80]+U3,HU)<6A<6!8VW M!```0$/%1=X/3O4VKWYV\AAFNO&OE&C$;``!.\\*?T.N1767.^5M?C4<^]Q* M/%-5$^$;``!-8\)G_`&]YL?7.C_8EEC4<^]Q+S%

Z&:X]=*+X\/-\=N4CY9UB22N9SF,QUPB2E[A: M8O5N<\.D[GC-(9@K5%(W9$Y.4&87-BK>/I3W6.%K'!W+?,/16N"43'LH6BQG MJ:7_``2!2!5&7QANQ1MD1_?18G+5%82RVNZJE,57&Z%FXP; MH0M,W(,QDLS&AFNVN"/9P"PF"RF92^QUOG+LO>WS2E0P M]$U&M(```+8+LZ.[XX)=3;C#\DH.-N%W?ZW)!`!'5\3WW;C'UEZO]U+*$NF^ M/97O#+J``#OOX:SO/HK\&K=]D-XLVSWZK%0:<0``5<7;'=Y]S1^,KG[(9QF[ M=^?6.:(B@``LZ^PV[J;AY]3)G\V)^-33CU[5U@%9`'#GQ%G=37?]_6K+@:<0``:Q7$KF$EM^I*<8 M;%DU6L4N@%SV"]R6$$Q#,N<76MGFFV*-Q="KFL:ES4D;%6MGK715@E#E2?LS MDE;&>J;JR3R_Z^#7]B.TZXE-DTF5L.,)D3;7?]33"V8$DKXUX-98DL<#E%FL M[)+8C,X,C9+-8HJ>XDEFM"A,6A7[ZI,Z;EE'EB[8"*1\U'6`<<&AENAV,L&? M-EEV58>DDDG'2OYHTQI85'G.#0W8[7BQ9C0^(JW3R9&T/+@S0K0Q4['%J#E" M5.H)3B+X\L=._(7D$F75;(6";N;G%.3$3@7X>LOJ%?NEDPMED;?QS8E$H-0& MQ:,UJ?-FZ:+9FF*7&J38XYN>M-5Q(UZAQ3%1^]A$*D3@[5FH005%)-WB/-2X] M"PFR!P?M&-N.,2(]"D^^Y62Y?:7<RZY?'&$J8Q8UK3254E5.#TCU0137']0ZX39)U/,](7LF. M-*,+,+,VUR,W67[5YQ3K"L)6U2B)GRK%*B[P>G>IM7OS MMY##-=>-?*-&(V``"=YX4_H=*Y@#6CFCT.N6/5HO;Y M6RH%FXJ2QAW``!F3CGTA*)^,M8>^[&!=5;SC;S@``@Z^*^Z0G$[X-37WW)&: MZ\:J)\(V``":QX3/^WO-CZYT?[$LL:CGWN)>8KF``#__UYO\LO>WS2E0P]$U&M M(```+8+LZ.[XX)=3;C#\DH.-N%W?ZW)!`!'5\3WW;C'UEZO]U+*$NF^/97O# M+J``#OOX:SO/HK\&K=]D-XLVSWZK%0:<0``5<7;'=Y]S1^,KG[(9QF[=^?6. M:(B@``LZ^PV[J;AY]3)G\V)^-33CU[5U@%9`'#GQ%G=37?\`7.E/FQ%!+IOC MV5O0RZ@``[)^'[[W3B5_SY_[9;G%FV>_6K+@:<0``\QFKI4P%*72+ONY)V4JS)FZ-8< ME/QYAIQ69X:DZW&#=.VM[#DHJ2$%W7`"R9E#66N9>3IQ4OC0J55[&D;ZWQR" M20O6A\:/D-8$$HWM5G MWK#K`;VA=LYM267\9.0S^4V+S$QR%0J;OI*CU&R(U:W*34BCT6=<*49YJUQRUH*UVQJV+#=STV"C=L[AF'UZ_3J%Q9Y(<>N4U/LUG\7Y4BEU0 M$+5L-8G!NA\I@K>B/B>"&Y2RH(U+XW%'5`B:2_1E%8U1Z)_,QC!6K4H%J:GG(Q,L1GFI52*M)!IQ``!`0\5%W@].]3:O?G;R&&:Z\: M^4:,1L``$[SPI_0ZY%=9<[Y6U^-1S[W$H\5S`&M'-'H=K1>WRME0+-Q4E MC#N``#,G'/I"43\9:P]]V,"ZJWG&WG``!!U\5]TA.)WP:FOON2,UUXU43X1L M``$UCPF?]O>;'USH_P!B66-1S[W$O,5S``!__]"?P```````")]XK[H]\3OC M+-?<@D2NG&Z@ZC+H``"4?X4_IB\BNK0=\TJ_%C'>HG>#3D``"I*YH],7ECUE M[V^:4J&'HFHUI```!;!=G1W?'!+J;<8?DE!QMPN[_6Y((`(ZOB>^[<8^LO5_ MNI90ETWQ[*]X9=0``=]_#6=Y]%?@U;OLAO%FV>_58J#3B``"KB[8[O/N:/QE M<_9#.,W;OSZQS1$4``%G7V&W=3O:NL`K(`X<^(L[J:[_K MG2GS8B@ETWQ[*WH9=0``=D_#]][IQ*_Y\_\`;++-IUZU:GC3@``"`A MXJ+O!Z=ZFU>_.WD,,UUXU\HT8C8``)WGA3^AUR*ZRYWRMK\:CGWN)1XKF`-: M.:/0ZY8]6B]OE;*@6;BI+&'<``&9..?2$HGXRUA[[L8%U5O.-O.``"#KXK[I M"<3O@U-??8KF``#_]&? MP```````")]XK[H]\3OC+-?<@D2NG&Z@ZC+H``"4?X4_IB\BNK0=\TJ_%C'> MHG>#3D``"I*YH],7ECUE[V^:4J&'HFHUI```!;!=G1W?'!+J;<8?DE!QMPN[ M_6Y((`(ZOB>^[<8^LO5_NI90ETWQ[*]X9=0``=]_#6=Y]%?@U;OLAO%FV>_5 M8J#3B``"KB[8[O/N:/QE<_9#.,W;OSZQS1$4``%G7V&W=3O:NL`K(`X<^(L[J:[_KG2GS8B@ETWQ[*WH9=0``=D_#]][IQ*_Y\_\`;++-IUZU:GC3@``"`AXJ+O!Z=ZFU>_.WD,,UUXU\HT8C8``)WGA3^AUR*Z MRYWRMK\:CGWN)1XKF`-:.:/0ZY8]6B]OE;*@6;BI+&'<``&9..?2$HGXRUA[ M[L8%U5O.-O.``"#KXK[I"<3O@U-??8KF``#_]*4F4ML^8-E4.\(O27-5V\A)OR;K&QXTNG*YWB4#)B< M%N]P*0,-?Z'K&^NU?'^T8=&(L:^LB-,X&:.&WTJ8O<%R51K&GK>*O("6/EF* M8Q/'>4OT9='E;6U-O"17AZB3I@]#9%S('IQ?7?=!-YH2\5M&_48_*%2,YN=6 M%@1..RHMRD*I&54L;F32U9W%I`J9F/C3=ED-R4_':TOV7TFJVD(11G%F? MQ1UK6?R&5/JBV+&XU,3>K;W:.EM"8EI-A][SI2>MT4Z^=OJ<41IC3_7&^<_[ M1*US9,Y1R/XZ?:L_DA#/UKJ?[UB8K?WY/XZ?:L_DA#/UKJ?[UABGWY/XZ?:L M_DA#/UKJ?[UABGWY=FNQ1[.7G=V;]]VM:5X<:'^51^=5"9`&A'5-H<>WQY3O M.TSB\BPI<4\ON*#(B6SU)D-U\\I0<;Z7;3'H_-SG;6R,=67&$E7\=K2_9=R7 M^U7#K_+$5GY/QVM+]EW)?[5<.O\`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`&JX=?Y8@?*)9VKG9(]H?SIYKV+R0J3CH='8/+H_7C4VM5C6S1#1*R%$ M2A#)&G'=(ONWR=;OOC_46.?5EN:6Q`%D5CKG,IMQ/;XNB<%"Y`IT M.>EK)R8D+JF18+2[8SL0B4[^7./]F<>7.!,2RY0S?XZ?:L_DA#/UKJ?[UC.* MZ_?D_CI]JS^2$,_6NI_O6&*??D_CI]JS^2$,_6NI_O6&*??EL]PK[#WM,../ M+;CI?4WH%L=8A45O0B?R1MBMPTLNDBYFC3VEI98FH_CM:7[+N2_VJX=?Y8C3G\GX[6E^R[DO]JN'7^6(' MR?CM:7[+N2_VJX=?Y8@?*,5VTW9H<]NT:Y20*[J1XUO,6BD6H&+56X-]J6GQ M^9)"=(62Q+4ERM8C21&W9PVF,QC;.$FA9FZLL_)Y9V,DZZZZ;F2QOGJ28KD+ M_'3[5G\D(9^M=3_>L3%:^_)_'3[5G\D(9^M=3_>L,4^_)_'3[5G\D(9^M=3_ M`'K#%/ORDK=BCQCY>]F_0EK5;>'%:Q95()U;QD_:%E4V)QF?&9.S;0R+QW"9 MQ42^^X,M)<_760W;S"DYQ7HMM,^D\[.==;&.K+C#LS^.UI?LNY+_`&JX=?Y8 MBL_)^.UI?LNY+_:KAU_EB!\L0\@YO=5KT)=]6QWAOR$12"RJALJ`,2QZF'$1 M,S)'F90QZCK8I=E"'E*XK2&PA:XZ;'[DISS=2L;9T+WVQC7(^4&[^.GVK/Y( M0S]:ZG^]8SBNOWY/XZ?:L_DA#/UKJ?[UABGWY/XZ?:L_DA#/UKJ?[UABGWY> M_JCP_O:D06TJUF[O1494M4-G\.E3FG;KGJ`YP/;X](FYW6DH"E,T1IC5IJ9' MMJ5J8:5IMOG&-M]<>7;#%3[Q.P_':TOV7VW[/KG-VDUI4A-Z,XRR6*-5:P"0Q M5]3VQ9W'=B<%;@[2(MW3'-)4/N:=)CT6B;7S=]CC2-\;_P"F-,X_W"6-\PO*!F)CCS'\G)&"-%.NVNN_GYTSC7&UC'5EQAW8_':TOV7AC#(DE$H;T>FI:1!(G].A+=7I$E+TQJ64I--TTQC&-<8 MQ@!](B)Q9*\))"FC4?3OZ!CTC"%\(9FXEX11HL_547'DCD6FU6IF/13I@S"3 M3?5/@S&-O,\N/*`]```````,2);YIQ=K:AB*Q8RM3TB2:?:ZU&N]:;X1JF1. M:]:6\.)&AB'"EN3LRO"HDHPPY*:GW*.UT-USH!AY?3E#3>S0L=37.;HU2)[0 M1W,.=)HDDZ]D:8E55L3:5E(X0]HXQ-5$BA4/A#Y,(:5# M9.X%-CMEX0H?HQQV]54^B/UV+P,5FMC>VB3,C/)(^XI'AAD#6WO;([(#M5"% MT:'9(2O;7%$HTSG0](M1*-#2]\?Z;:;8SC_B"/J````Q_9UJUS3,1<)Y:4P9 M(1$FS7?UEX>U7H2]S2TJE;E&A3%ZFKG5QW1HCC=$J4HY09H5OMKIG&NWD#SE MA7[5E6.^K)-'QX1+2F=-(W@QHA$\EK7$(PL4NB-+++"?8A&7UDK>(J#V)?C5 MU?U#:W9U;U6WIO-3'Y++A_G>_P"JB[`VK,Q^=M)*6\YC1BW:$SO6"E2GZ$*D M6(B;:68U^&)7S,$YW_V@8?I7%]5?;"\UMA#T\JU7T,1) M6W+[!I["TDJBR@Q,43+H&XS:,QYOL.(;;KDWE=F(UQ;M<+$V8>1;"B-E58KF3/ M'D*E4K9RGG=R3%I%&#"-=DYV-"XKS[+RVH1^9Y&^HY8^)$,89HO(E14@K6T8 MJ[/4?G#P9'H2]P5@D\+:'ZRFF92$O#>TJ(ZF="G%<:4G3[&''%:;C%?T8Y54 MGO&D\F(>IBKU4S%?7^L30U#<*ZU"9DULF).Y1]=3*.!'VVW+D,7,+=#?6&0K M0MK4$+,[83'DF[C#,<,F,9L**1Z<0QX2O\5E32C>V%X1X.T)7MJ\G4Y.;Z%2 M40K2G8UV\TT@XLL\@W78LW30S7;7!'I@```>)L"Q(A5T:.EDV=#FQG+<&AG( MPA:'J1/+J]R!S2LS$PQZ,QIN>)+)7]Z=5I2=(@;TBE6H-WQJ67MD!BM=RLI% M!'6:2[/DO6E/JF4I$D=9*BN"16*B.@QZ1+,_ZAJIA@;E9L4)BBAR2:N)KHT( MRD>5R7TNVOK2?TI<5^RCE30Y#S&&8N;G.6LOT@&S-)&&(3B1U\7O:N[>76B5 M^LYAC3E743<)[N[HL-"9U=$2A?Z\E]#IOA21Z089$C%JUS-)=-X'$I@R2*6U MMJR_UVSM"KUXR+FR%5(434C=%)&NZ$IQ-611P*-2X-V4)MTNVIVA><1D` M````!A1ZY#U''[`UK-SD3F7*-7F-1IP/20J=.D.CTHF>K?O#XI+[):XTLKF& M2R5X>4&&UK=G5$X+MG)#@DG?*U)@X/@MG*^@W55)4Y4X4-Q$5B,OGZY[D<-G MD3BCM!H"K1(9K,85,91&&>*6+&(NJE7LSHM8WQG M>&-\1-KZP/[`^MJE`XMR],F7(%R8U.H*+.+WTU(]8```#S$TF<8KR*ODVF;P MG8HQ'$)C@[.:C10?@DC7;0LHE,C1DJ5[DXKE)FA"1(F*.5K%)I9!!9AQFFFP M8@__`*FI?^GMK;3+:,[3?6/Z4OM`<6Z8NS"--G MO_:R9T^AM-E_G>J:['8+A\YSY@<>FEJ8'U3.'!0R/\<2R_9X:(!9#^UQ.*JW M9Q8-)%:"]BB#BEI]F3OC(X(U*B5[,Q212V+BS\E[HE>"1BO8_P#]`57^(Q-5 MY>WO65J'LZ,)E6T#L#2#*I6G8%$H41!+:>T7Q6"F8D,2,Y1NTZ/&SCI@DS7) M.-]-]<$9F`````84F7(>HX#,28'*)&YI9#Z&.*739NAI MJO1##^BMN0]2VTH=TD,D#MLI96!IERDB5P>>UT8MAS[NXE,TUC^MB1B*YE4* MDK4_H25A"12. MK>PQV.-+B_/[X[*B4#4S,K0C.<'5UYDCV9UL80'1AVIZY62QG(Z:9=<1`Z,U4\P!!9A+A_APY;40W1>/2_,FDSFUR8F;JD"&-U7;4KEB% M)6;V7&;'62B!QB#.\XA**OY*<6VO9SRW("FIP-+3*MBCS---ABO0)^1E4N$S M001C<9?*WEQ)BZDMSA-56O.(,B33-M3/,95/=FQ"$O=;QU,ZLRPE;J8O=DVA M:,XL\S.A6^N^289Q`````87L[D'4]/."1JGC^[(EZAC<94K3L$(GDY_IV(-) MY29RFDV-@L9DA,!A2(XS.N[R][-[9CT)V?3^0@[)9<9?SK.1M/H+!3UDIDSC MB2J'YIB?KQ,+G:N"))@_L2.2L4,<[421D^L&B:/3$YHU*1G5/!+DI+7)?1D; M95)\&DP^`T7.<_\`&MK1R[X_OC0[/R M&9NVC0V,S;(T*YRKNS64F;1YZ>VR-LC[4^'F'(#+G9GR0/K3$/4Q5ZJ9BOK_`%B:&H;A76H3,FMDQ)W*/KJ9 M1P(^VVYO43C;^[2-22B^C'-8C>)&\I:HCE=:.L-TDR^5$F:NK=A2N93--E)19QQ>F,E_7EBU)QIN]0Y3& M\7U'83G;JQPI9!##%-U5SO;<3:JH:KY9C9:R+BZGUX[?2RQMY$/;3I'%#'EJ M7-.3G!:EP_[$&E$%E';I3S=<&>3;;78LVUZY)4;==XMKVG9(:J M@3W=U(N%)VFMCMWM>D:3,GKT[3LK;8;>MK(^2/<9BZ&PG)T;U4,7,;ZX+5JA MK6')D6^BS2++(_[*.+$UD=M-L=1M;VS42WW'7UTN&JBV&YWASTZPE,QO*I<7 M`,0)%-]9O,);']4CPTK'Q3##6]8I>-2S'L[)9=3/_7V>-G'FRXE:\7G\^(D+ M$S5+1\LH>OHU(+<16J2D9)A*:L?5B.**FF"P/?,.CJ6GVXE$\20M?-'S"O.K MD81H@3ZG"UT'!````'."UZ0OWD%84YB%E1&)QFA-6RS(S5*F$V"7LXH'6P*X ME$%6WA8C`IAR19)9JF(E:TIF94JQ&WLWK1JQ0>YKLHSFXOB?U^LQJ+D3;[U$ MK,D]A::)1!OL9:[QNSI2CN2I;2L).<\I8@2;'8(G;J<2(X8K6I- MW(I>[*%*]N2:)=-%8\/H-567HQ6TXA2E M;[D$;;9*T)690```8=O91<26N7,ZA8I`);:7KK67&TUF.ZYHB+-DY862OE"S M#8B4KWA5'F\PQ0G;2CF[+@=KJ1E4D?@LCB5M+J0>Y?9Z67K&=+7RB&5K3%:VBW-$+6 M,*EX5FDMU0:K8.:F/W+]:7ED..&\M!JI71&Q:LY MI7M?09$[L]C$.3P6OKN=,;;>@@```#2&RX;R!GU_1YO<:_A9W&*)S2MIRGRR6(4S2^>SN-JV)Z23. MR6Q7"UFYK#5C^UI%C,Q-ZLH]SDNK*J:=>(Y M`(P1QAJ19#J_FILW<'1MMN:QEIB<=K/9P:F^,Y>XK6C\R1?*B7)E6IR](X'% M)D.CF0GRN.BYGX9"E<>Y=JW:Q;FKJIZJC=J3III2J6%@F]@ZO^\&A-:J[N?9 M):>ZYIC.S(ZRQ8Y7(L;65D+/U3Y1:EKEJO7)RAH+'C66T?'V$*ZZJ2+Q1S95 M;$\I5$G=)"0Y2Q+.7=VD\GES]*)-+WV5H&"*M[O(9V_O*E[<-DS:A3%K7`TL MHG0O377%2LS`@``,>VN?/4M=RQ35L3B=C"K;T*0PTS).---B]ML&Z!I#!Z=OZ(*(O=#[!6B:W8@L27O\` M::`ZQVLG:P6BIW**CY2[92ZJW12:K61 MKQK/AY9)QPY!Q")W5'6>%UE)%_*R"SUKF1QT[<-(_3DXLRV.0UB/FJWZ1B:5 MRL>N&1KOST!.425`X+W)J/VW2)B73)K>,QEB0T[;4GO*GGU=$TZ-!3$ZU6QZ MS2[IESM$EM5)8K+F,I$X4$[%&17\FGZ;4.)L@>ERO"U>WDJ=#$,:\:SX>EB%4\@JLFC MU>#!6T%ETSMPJQ]9E6V+--8&VO7)ZF")[K`U!*5405I'!GW92#,3D](D-5ZN MNVI[6F/5E`CY%$F?BJS)>3S7/)"T21@8:`9H`Q M3!K_`*)<$[BK:%E<<7M]U2`JQ,0BTI*TF*=R-*MBZX^'OR.+QE_0'GX=WG7 M=0Y81J#4K<6@5&:NJ8LP\6_4+:CKK(Z530V*H:DF'(:O;ZS92.:Y2NL78(G. M:^MQUA.L/*CVJM9-"I[!\M+.8G.*:$\=/(5F*-52/Z-51<_G\L52OBG?-MUI M`*YE#%#J_6\?:61P.'R2,60[HR[1GD:FM%RV/J&MQ8XSM(JPK)Z2T>64OW-+ M5/2)4Z%Y3D'8:]%"X9C;SC574N@>ME*7F-;5S$Y3)V=T@U4YL!PL;$03I(JT M-LD=,N*S4QMC!LLD*\K_C_-6[/' MM+-/Z5PTP*3WK>\[8V)Q<7)E07A:4G>7^,QN*?2#6T&/D"@>MMRO1`L6)TAV 4AC6UJ-491V<92C.VYP(````__]D_ ` end GRAPHIC 8 g29146g13n21.jpg GRAPHIC begin 644 g29146g13n21.jpg M_]C_X``02D9)1@`!`@$`8`!@``#_[0744&AO=&]S:&]P(#,N,``X0DE-`^T` M`````!``8`````$``0!@`````0`!.$))300-```````$````'CA"24T$&0`` M````!````!XX0DE-`_,```````D```````````$`.$))300*```````!```X M0DE-)Q````````H``0`````````".$))30/U``````!(`"]F9@`!`&QF9@`& M```````!`"]F9@`!`*&9F@`&```````!`#(````!`%H````&```````!`#4` M```!`"T````&```````!.$))30/X``````!P``#_____________________ M________`^@`````_____________________________P/H`````/______ M______________________\#Z`````#_____________________________ M`^@``#A"24T$"```````$`````$```)````"0``````X0DE-!!X```````0` M````.$))300:``````!M````!@``````````````&````!@````&`&<`,0`S M`&X`,@`Q`````0`````````````````````````!```````````````8```` M&``````````````````````````````````````````````X0DE-!!$````` M``$!`#A"24T$%```````!`````(X0DE-!`P``````S<````!````&````!@` M``!(```&P````QL`&``!_]C_X``02D9)1@`!`@$`2`!(``#_[@`.061O8F4` M9(`````!_]L`A``,"`@("0@,"0D,$0L*"Q$5#PP,#Q48$Q,5$Q,8$0P,#`P, M#!$,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,`0T+"PT.#1`.#A`4#@X. M%!0.#@X.%!$,#`P,#!$1#`P,#`P,$0P,#`P,#`P,#`P,#`P,#`P,#`P,#`P, M#`P,#`S_P``1"``8`!@#`2(``A$!`Q$!_]T`!``"_\0!/P```04!`0$!`0$` M`````````P`!`@0%!@<("0H+`0`!!0$!`0$!`0`````````!``(#!`4&!P@) M"@L0``$$`0,"!`(%!P8(!0,,,P$``A$#!"$2,05!46$3(G&!,@84D:&Q0B,D M%5+!8C,T)E\K.$P]-U MX_-&)Y2DA;25Q-3D]*6UQ=7E]59F=H:6IK;&UN;V-T=79W>'EZ>WQ]?G]Q$` M`@(!`@0$`P0%!@<'!@4U`0`"$0,A,1($05%A<2(3!3*!D12AL4(CP5+1\#,D M8N%R@I)#4Q5C+RLX3#TW7C\T:4 MI(6TE<34Y/2EM<75Y?569G:&EJ:VQM;F]B7I[?'_]H`#`,!``(1 M`Q$`/P!?7;Z[/ZJ]W3>FN+>GM,66#0W$?^B/_/B-;_BY%6&]KLJ,RA]IL>!N MKQ[7>_W/67]2>F]+ZOF973,YL79%#OLEVLLL;J7-9N;O=M_2?] M;7K-W3Z;1;)<#=ND^&]C<_HQ_VS2DDI__0L_63ZL97U8ZC7]8>BMW8E5@L M=5J?2)^DQWYSL:R=G\A:[?\`&IT7[+O=C9`R8UI`:6[O^.W_`$/Y7I?];7A2 M22GV#ZO_`%;ROK5U2WZQ=:9LQ+7[F4B1ZNV&,8W\[[/6UFS?_A$EX^DDI__9 M`#A"24T$(0``````50````$!````#P!!`&0`;P!B`&4`(`!0`&@`;P!T`&\` M-+@&(]RSN(D[3QHDKO"1-OA<&)CR M9)9>KYR(L@IAD>VM;\,LG)#",9\D5P3@+5G*/__05#I1XW<7N9>W]]\4]_P[ M0]]VWH.S9XZ[)45(N%ZXV-6%_P`D=)PU=$G80*RS#4,]F5\8G.6W0H0ECWM( M?<5E46LVDFC0VN.@ZC<6[^HJ0G`S=@LW!$B2P0&ML!^YZLKNHY!X$9P+ZH'K ME7%>:0XM?H7EQ6590I+:&)29WGR"&'FNW+E>XZRZV@EK0[XRW&UH00RGC7IX M93S"E8QAUI)`[C>5)]<86A2?OC.,*]E:>4?_T3=V1]9&T>I_D72^R;@A$O2F MDZ'?`KK-T939THK25AW!$8R8H0AW&%#DNJU M!6MNE#.A!_!#>OOK?VCV^ GRAPHIC 9 g29146g17d91.jpg GRAPHIC begin 644 g29146g17d91.jpg M_]C_X``02D9)1@`!`@$`8`!@``#_[06V4&AO=&]S:&]P(#,N,``X0DE-`^T` M`````!``8`````$``0!@`````0`!.$))300-```````$````'CA"24T$&0`` M````!````!XX0DE-`_,```````D```````````$`.$))300*```````!```X M0DE-)Q````````H``0`````````".$))30/U``````!(`"]F9@`!`&QF9@`& M```````!`"]F9@`!`*&9F@`&```````!`#(````!`%H````&```````!`#4` M```!`"T````&```````!.$))30/X``````!P``#_____________________ M________`^@`````_____________________________P/H`````/______ M______________________\#Z`````#_____________________________ M`^@``#A"24T$"```````$`````$```)````"0``````X0DE-!!X```````0` M````.$))300:``````!M````!@``````````````%P```!<````&`&<`,0`W M`&0`.0`Q`````0`````````````````````````!```````````````7```` M%P`````````````````````````````````````````````X0DE-!!$````` M``$!`#A"24T$%```````!`````(X0DE-!`P``````QH````!````%P```!<` M``!(```&>````OX`&``!_]C_X``02D9)1@`!`@$`2`!(``#_[@`.061O8F4` M9(`````!_]L`A``,"`@("0@,"0D,$0L*"Q$5#PP,#Q48$Q,5$Q,8$0P,#`P, M#!$,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,`0T+"PT.#1`.#A`4#@X. M%!0.#@X.%!$,#`P,#!$1#`P,#`P,$0P,#`P,#`P,#`P,#`P,#`P,#`P,#`P, M#`P,#`S_P``1"``7`!<#`2(``A$!`Q$!_]T`!``"_\0!/P```04!`0$!`0$` M`````````P`!`@0%!@<("0H+`0`!!0$!`0$!`0`````````!``(#!`4&!P@) M"@L0``$$`0,"!`(%!P8(!0,,,P$``A$#!"$2,05!46$3(G&!,@84D:&Q0B,D M%5+!8C,T)E\K.$P]-U MX_-&)Y2DA;25Q-3D]*6UQ=7E]59F=H:6IK;&UN;V-T=79W>'EZ>WQ]?G]Q$` M`@(!`@0$`P0%!@<'!@4U`0`"$0,A,1($05%A<2(3!3*!D12AL4(CP5+1\#,D M8N%R@I)#4Q5C+RLX3#TW7C\T:4 MI(6TE<34Y/2EM<75Y?569G:&EJ:VQM;F]B7I[?'_]H`#`,!``(1 M`Q$`/P#G_JYTT=4ZYAX)(#;;)>3J-K`;;!_:96O1>M?4;ZH/O:^VW]F6Y!BM ME;V,8X@>[93:UW_@:\[^K9RQU[`.$W?D"]A:WB0#^D#C^[Z>_>O9NL]'P^LX M%F#F-EC]6/'TF/\`S;6?RFI*?%'=/I;UK]G?:6.I^T"C[6#[-I?Z?K;OW6M] MZ2;]G']L?LOU6S]I^S>O^9]/T?5_J?GI))?_T,+ZKXK,OK^%0^TT,=9+K&NV M$!K76.`>8V[]NQ>XD`@@\'E?*R22GNLC`Z75]9Q@,R&6=+.56S[0UX+12]S= MSO7^A^CK?[[$EPJ227__V3A"24T$(0``````50````$!````#P!!`&0`;P!B M`&4`(`!0`&@`;P!T`&\`,$.9">F>O;F1VXFS9KS M3^#3XBIVZ1-@MVP?9?;MKRQF-,KM*V3KG7M*L\U"Q+=4JTJNNKY`RD=@+5C@ M;AV"%4Q$$Q4+5V>-VDV(-==>F)F1X_TUAS-'QB1NJBR-`)R)B],YW_'23L./D-N&IV[AT[Y3ZUJ1MP0.RH!_66FAKM<:J:=DC[72@%70:DTZ?<-9&8^ 1[%L[8'-E:Q([U3L>OYNS_]D_ ` end GRAPHIC 10 g29146g22f51.jpg GRAPHIC begin 644 g29146g22f51.jpg M_]C_X``02D9)1@`!`@$`8`!@``#_[09*4&AO=&]S:&]P(#,N,``X0DE-`^T` M`````!``8`````$``0!@`````0`!.$))300-```````$````'CA"24T$&0`` M````!````!XX0DE-`_,```````D```````````$`.$))300*```````!```X M0DE-)Q````````H``0`````````".$))30/U``````!(`"]F9@`!`&QF9@`& M```````!`"]F9@`!`*&9F@`&```````!`#(````!`%H````&```````!`#4` M```!`"T````&```````!.$))30/X``````!P``#_____________________ M________`^@`````_____________________________P/H`````/______ M______________________\#Z`````#_____________________________ M`^@``#A"24T$"```````$`````$```)````"0``````X0DE-!!X```````0` M````.$))300:``````!M````!@``````````````&@```!H````&`&<`,@`R M`&8`-0`Q`````0`````````````````````````!```````````````:```` M&@`````````````````````````````````````````````X0DE-!!$````` M``$!`#A"24T$%```````!`````(X0DE-!`P``````ZX````!````&@```!H` M``!0```((````Y(`&``!_]C_X``02D9)1@`!`@$`2`!(``#_[@`.061O8F4` M9(`````!_]L`A``,"`@("0@,"0D,$0L*"Q$5#PP,#Q48$Q,5$Q,8$0P,#`P, M#!$,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,`0T+"PT.#1`.#A`4#@X. M%!0.#@X.%!$,#`P,#!$1#`P,#`P,$0P,#`P,#`P,#`P,#`P,#`P,#`P,#`P, M#`P,#`S_P``1"``:`!H#`2(``A$!`Q$!_]T`!``"_\0!/P```04!`0$!`0$` M`````````P`!`@0%!@<("0H+`0`!!0$!`0$!`0`````````!``(#!`4&!P@) M"@L0``$$`0,"!`(%!P8(!0,,,P$``A$#!"$2,05!46$3(G&!,@84D:&Q0B,D M%5+!8C,T)E\K.$P]-U MX_-&)Y2DA;25Q-3D]*6UQ=7E]59F=H:6IK;&UN;V-T=79W>'EZ>WQ]?G]Q$` M`@(!`@0$`P0%!@<'!@4U`0`"$0,A,1($05%A<2(3!3*!D12AL4(CP5+1\#,D M8N%R@I)#4Q5C+RLX3#TW7C\T:4 MI(6TE<34Y/2EM<75Y?569G:&EJ:VQM;F]B7I[?'_]H`#`,!``(1 M`Q$`/P#M^M?68WI73,9W4>K6#=Z#3M96T_GY%GYG^OT%F-ZQ]=Q<6AG2K M[1S@UW$7:?FC=;]-8>'9E7]'INJL]'.^M'4759.4/ILIW;#36?W?_.%6%/0L M[K(^K73NG_9+67.J9U-UCW7`U2ZVWT@6-W/]%VSW_HTE.UU+K_7/K*RKI?0Z M7X674XGJE5I:QU6US&L_2.+764[]_K>G5ZJZC[#US_RR']&V?S+/Z1_W)_XK M_@%PW1KO0N^K_46-#,HY=O3A]3_`#*W_P"AL>/H;?\`U)_HD>P?6*7Y-C>CX=MC=EO7 M&N:'EI&UUE;MW\Z]G_!+I?K?_P`B6_T/D?T_^:_L?\-_HEX]B?\`*#/YCZ9_ MGOYC^W_P22GOOJW@4]1ZC@UX`<[HG0=[AE/!;]IRG_3M8/W&O][?]&S_`(Q= M\J?1_P#DS&_H_P!`?T/^8_\`0?\`X-7$E/\`_]DX0DE-!"$``````%4````! M`0````\`00!D`&\`8@!E`"``4`!H`&\`=`!O`',`:`!O`'`````3`$$`9`!O M`&(`90`@`%``:`!O`'0`;P!S`&@`;P!P`"``-@`N`#`````!`#A"24T$!@`` M````!P`(``$``0$`_^X`#D%D;V)E`&1``````?_;`(0``0$!`0$!`0$!`0$! M`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0("`@("`@("`@("`P,# M`P,#`P,#`P$!`0$!`0$!`0$!`@(!`@(#`P,#`P,#`P,#`P,#`P,#`P,#`P,# M`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#_\``$0@`&@`:`P$1``(1`0,1 M`?_=``0`!/_$`'X```,``P````````````````<("@4)"P$``P$````````` M``````````$"`Q```0,#`@(&!PD`````````!`,%!@('"`$)`#@1$A,S-C=3 M%&05%F87,3)B8S155V=8$0`"`@("`@,``````````````1$A,0)!46%Q@1)" M_]H`#`,!``(1`Q$`/P"I'-+<\4LE>!FP_P`5+*OF6^;,H:4GI*U,>W&F9K: MA'=J*Z,O#ZZCCBQ;Z^C@'?(9,$>HDQH;O>]U-6\61)H]3ME"E2QNM7TT)4TU M:=4L<:^1<,C<]LX-U%K@V)6`=N9CCE?"&2=V)SRA-QW^+PJ1V?&C,MA[+%1! M)<^O#(^2ZW*S^0Y*R$5H8:GQ9($<58/UK;\S?\`-W=^!OE3[/;.&171_]`QV@D=SIWAW;*:Q.9D0'(C>WW&9-;.^%^0 M%ZU9C"+'CRHR/'6UB+A70@6W-:)RA"HR(J@]-82U8.NM*-2-(\FM3Z0$487@ MI?W,4?:UQHP\2L%,&*]LGMC%\XI+=BYTNO2U/EF*G=TG,Z*@#)43; MTU!L'5/H;F;4R@N@-&JC4:@\!FD)`FSM&W5NJ97R7P]Y$?U'%"=2"/(:(ID:,@O;545)HTB=*50X%8 MOT9';>L5$LG,BL48_CR#)G;;VVN/CB0`WSES(?'U7OOSO$?R-Z#\'9<2;<'5# @P_Y8[*\O?@=MY4>73[Z_E)\J>C_-[3BS!Y8R/`(__]D_ ` end GRAPHIC 11 g29146g41u65.jpg GRAPHIC begin 644 g29146g41u65.jpg M_]C_X``02D9)1@`!`@$`8`!@``#_[05@4&AO=&]S:&]P(#,N,``X0DE-`^T` M`````!``8`````$``0!@`````0`!.$))300-```````$````'CA"24T$&0`` M````!````!XX0DE-`_,```````D```````````$`.$))300*```````!```X M0DE-)Q````````H``0`````````".$))30/U``````!(`"]F9@`!`&QF9@`& M```````!`"]F9@`!`*&9F@`&```````!`#(````!`%H````&```````!`#4` M```!`"T````&```````!.$))30/X``````!P``#_____________________ M________`^@`````_____________________________P/H`````/______ M______________________\#Z`````#_____________________________ M`^@``#A"24T$"```````$`````$```)````"0``````X0DE-!!X```````0` M````.$))300:``````!M````!@``````````````#0````T````&`&<`-``Q M`'4`-@`U`````0`````````````````````````!```````````````-```` M#0`````````````````````````````````````````````X0DE-!!$````` M``$!`#A"24T$%```````!`````(X0DE-!`P``````L,````!````#0````T` M```H```""````J<`&``!_]C_X``02D9)1@`!`@$`2`!(``#_[@`.061O8F4` M9(`````!_]L`A``,"`@("0@,"0D,$0L*"Q$5#PP,#Q48$Q,5$Q,8$0P,#`P, M#!$,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,`0T+"PT.#1`.#A`4#@X. M%!0.#@X.%!$,#`P,#!$1#`P,#`P,$0P,#`P,#`P,#`P,#`P,#`P,#`P,#`P, M#`P,#`S_P``1"``-``T#`2(``A$!`Q$!_]T`!``!_\0!/P```04!`0$!`0$` M`````````P`!`@0%!@<("0H+`0`!!0$!`0$!`0`````````!``(#!`4&!P@) M"@L0``$$`0,"!`(%!P8(!0,,,P$``A$#!"$2,05!46$3(G&!,@84D:&Q0B,D M%5+!8C,T)E\K.$P]-U MX_-&)Y2DA;25Q-3D]*6UQ=7E]59F=H:6IK;&UN;V-T=79W>'EZ>WQ]?G]Q$` M`@(!`@0$`P0%!@<'!@4U`0`"$0,A,1($05%A<2(3!3*!D12AL4(CP5+1\#,D M8N%R@I)#4Q5C+RLX3#TW7C\T:4 MI(6TE<34Y/2EM<75Y?569G:&EJ:VQM;F]B7I[?'_]H`#`,!``(1 M`Q$`/P#1^K_2K_K;;D=;ZTUN37:'5XU;7D-K@6-=5L!'I[=]+Z_^W%G"O+'6 M'?4GU[#TTWAX;/N$5.R'8V[_`$#[7?0_X/>MKZK_`&MN5U$_5,5V='-H]N<7 MUM%L>[[*^D7V65>GL_GF5O\`YI9[6V_M]Y+S_P`\?MK"`6?JOI>G9N8QWJ>K M]D^R^ZRUS?M/\TRNG^OBGP8O$L7AFFIK;+^862]F8CDF! M(4\EJ8*8FQW&93DEY\T.)-4__]"F?R[7K@_4/94CXW1LUMOA.5IL/J1/LZ;? ML\!@MFY`4T9;P2Q9K`T^X6RD.5%H4^XNSBPI-$!\:PXE3S#LB0)HIV:DKA"A M0K1^^+,\[9)W]Z/VO1IL$=-I2N>1^9/S%M$C%*S6S,6_]NRO/JL%[#FFSLZ! 2RY\8X*A01'5=(D.'(X\L?__9 ` end GRAPHIC 12 g29146g64x82.jpg GRAPHIC begin 644 g29146g64x82.jpg M_]C_X``02D9)1@`!`@$`8`!@``#_[06,4&AO=&]S:&]P(#,N,``X0DE-`^T` M`````!``8`````$``0!@`````0`!.$))300-```````$````'CA"24T$&0`` M````!````!XX0DE-`_,```````D```````````$`.$))300*```````!```X M0DE-)Q````````H``0`````````".$))30/U``````!(`"]F9@`!`&QF9@`& M```````!`"]F9@`!`*&9F@`&```````!`#(````!`%H````&```````!`#4` M```!`"T````&```````!.$))30/X``````!P``#_____________________ M________`^@`````_____________________________P/H`````/______ M______________________\#Z`````#_____________________________ M`^@``#A"24T$"```````$`````$```)````"0``````X0DE-!!X```````0` M````.$))300:``````!M````!@``````````````&0```!D````&`&<`-@`T M`'@`.``R`````0`````````````````````````!```````````````9```` M&0`````````````````````````````````````````````X0DE-!!$````` M``$!`#A"24T$%```````!`````(X0DE-!`P``````O`````!````&0```!D` M``!,```';````M0`&``!_]C_X``02D9)1@`!`@$`2`!(``#_[@`.061O8F4` M9(`````!_]L`A``,"`@("0@,"0D,$0L*"Q$5#PP,#Q48$Q,5$Q,8$0P,#`P, M#!$,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,`0T+"PT.#1`.#A`4#@X. M%!0.#@X.%!$,#`P,#!$1#`P,#`P,$0P,#`P,#`P,#`P,#`P,#`P,#`P,#`P, M#`P,#`S_P``1"``9`!D#`2(``A$!`Q$!_]T`!``"_\0!/P```04!`0$!`0$` M`````````P`!`@0%!@<("0H+`0`!!0$!`0$!`0`````````!``(#!`4&!P@) M"@L0``$$`0,"!`(%!P8(!0,,,P$``A$#!"$2,05!46$3(G&!,@84D:&Q0B,D M%5+!8C,T)E\K.$P]-U MX_-&)Y2DA;25Q-3D]*6UQ=7E]59F=H:6IK;&UN;V-T=79W>'EZ>WQ]?G]Q$` M`@(!`@0$`P0%!@<'!@4U`0`"$0,A,1($05%A<2(3!3*!D12AL4(CP5+1\#,D M8N%R@I)#4Q5C+RLX3#TW7C\T:4 MI(6TE<34Y/2EM<75Y?569G:&EJ:VQM;F]B7I[?'_]H`#`,!``(1 M`Q$`/P#EL9F7G9%6'6]S[,A[:V-))!*2G_T..2 M2222I):G2OZ.[^N?R-5U)3__V3A"24T$(0``````50````$!````#P!!`&0` M;P!B`&4`(`!0`&@`;P!T`&\`@```00#````````````````"``!"0H$!05KM5*%7H61GIAXP?3UGGH^)ABO$57#A,&R,DY2 M4.H8A@1*05/)X>H8=Z@3OL#QDE(6"A#$UB]8LM4D9!1Q:*!;XM M-RSD?>MDDFZWTZ>;2$8V:D3F,H_>12X'__0ZUB!QVE,*_FS MO#IAVI\AYQ0PU@WCT+PEF3=/.+JA*]N>_V[%N8P9`,KF'8 M+"N4#2F3L(X\Q^JY4!)S>'EQCIR!CS*B5*/B6[Y^N8"-S'X6XFHVU,+:^U3H M2P?;;8&DXS>2[YE.I#8#U7SK7V94=:Z<^3:M\LN=C&C GRAPHIC 13 g29146g86t69.jpg GRAPHIC begin 644 g29146g86t69.jpg M_]C_X``02D9)1@`!`@$`8`!@``#_[07P4&AO=&]S:&]P(#,N,``X0DE-`^T` M`````!``8`````$``0!@`````0`!.$))300-```````$````'CA"24T$&0`` M````!````!XX0DE-`_,```````D```````````$`.$))300*```````!```X M0DE-)Q````````H``0`````````".$))30/U``````!(`"]F9@`!`&QF9@`& M```````!`"]F9@`!`*&9F@`&```````!`#(````!`%H````&```````!`#4` M```!`"T````&```````!.$))30/X``````!P``#_____________________ M________`^@`````_____________________________P/H`````/______ M______________________\#Z`````#_____________________________ M`^@``#A"24T$"```````$`````$```)````"0``````X0DE-!!X```````0` M````.$))300:``````!M````!@``````````````&````!@````&`&<`.``V M`'0`-@`Y`````0`````````````````````````!```````````````8```` M&``````````````````````````````````````````````X0DE-!!$````` M``$!`#A"24T$%```````!`````(X0DE-!`P``````U0````!````&````!@` M``!(```&P````S@`&``!_]C_X``02D9)1@`!`@$`2`!(``#_[@`.061O8F4` M9(`````!_]L`A``,"`@("0@,"0D,$0L*"Q$5#PP,#Q48$Q,5$Q,8$0P,#`P, M#!$,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,`0T+"PT.#1`.#A`4#@X. M%!0.#@X.%!$,#`P,#!$1#`P,#`P,$0P,#`P,#`P,#`P,#`P,#`P,#`P,#`P, M#`P,#`S_P``1"``8`!@#`2(``A$!`Q$!_]T`!``"_\0!/P```04!`0$!`0$` M`````````P`!`@0%!@<("0H+`0`!!0$!`0$!`0`````````!``(#!`4&!P@) M"@L0``$$`0,"!`(%!P8(!0,,,P$``A$#!"$2,05!46$3(G&!,@84D:&Q0B,D M%5+!8C,T)E\K.$P]-U MX_-&)Y2DA;25Q-3D]*6UQ=7E]59F=H:6IK;&UN;V-T=79W>'EZ>WQ]?G]Q$` M`@(!`@0$`P0%!@<'!@4U`0`"$0,A,1($05%A<2(3!3*!D12AL4(CP5+1\#,D M8N%R@I)#4Q5C+RLX3#TW7C\T:4 MI(6TE<34Y/2EM<75Y?569G:&EJ:VQM;F]B7I[?'_]H`#`,!``(1 M`Q$`/P!_JD[H#^EN;E]#R>IY-+W&V^BH6-#3JQI=ZU?YO\E:;G^?_`#C_`-.S])_@TE-SZTOZ`[HK M+<#HF3T]]SV&G*NI#&%I&_:VP6V?SC/H>U)4^O9>);]7<"JOJ&=DVC9NQ\AL M4"&$.]%WIU[O2^@S]+>DDI__T*_U.ZA]DP\YO[:;TDO@MK=2+=YVN_2-+OH[ M?Y"6-U#;]2[,3]M-K)W#]E^B"Z#9N]/[1]/])_/?^!KS)))3ZW]:^N=&S?JA MTO!Q;6V957H[JQH:PRIU=F[^T[8DO)$DE/\`_]DX0DE-!"$``````%4````! M`0````\`00!D`&\`8@!E`"``4`!H`&\`=`!O`',`:`!O`'`````3`$$`9`!O M`&(`90`@`%``:`!O`'0`;P!S`&@`;P!P`"``-@`N`#`````!`#A"24T$!@`` M````!P`(``$``0$`_^X`#D%D;V)E`&1``````?_;`(0``0$!`0$!`0$!`0$! M`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0("`@("`@("`@("`P,# M`P,#`P,#`P$!`0$!`0$!`0$!`@(!`@(#`P,#`P,#`P,#`P,#`P,#`P,#`P,# M`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#_\``$0@`&``8`P$1``(1`0,1 M`?_=``0``__$`&T```(#```````````````````(`P0'`0$!`0$````````` M`````````0(#$```!P$!``$"!P`````````!`@,$!08'"`D3$A0`$2$5%A<8 M$0`"`P`"`P$``````````````1$A`C%!47$2(O_:``P#`0`"$0,1`#\`O^3, MGP-/6O3O)]@TBV4*1SO?M2PJ&H6>SU<>,WEB5BHRW,-=N8KN;;6DA=QZ969 M@>M43JIG^,ACA'Z+F9O1_]!?/)720S*.M-;R+6M.+H`D-FR#J2*-Z>U MC@Q6?-$.8NGV#!8+8'-XDF]:L"!;9%/YMDX=13B+$R;,6L9\SMP)P,9/ZB-Q M-E';2F*#.]_-&^+EOQTOI[6*L\6"X-$>$5<`KSNSNHR2U966=5-KL!VX6K[> MY*NU+(9ZA\C9NF[,P,`V*H7)K-(IL4V# -----END PRIVACY-ENHANCED MESSAGE-----