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SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  x                            Filed by a Party other than the Registrant  ¨

Check the appropriate box:

Columbia Funds Series Trust

Columbia Funds Series Trust II

(Name of Registrant as Specified in its Charter)

Payment of Filing Fee (Check the appropriate box):

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Columbia Funds Series Trust

Columbia Funds Series Trust II

One Financial Center, Boston, Massachusetts 02111

(each, a “Fund” and collectively, the “Funds”)

Notice of Joint Special Meeting of Shareholders

to be held on March 3, 2010

January     , 2010

Dear Shareholder:

On September 29, 2009, Bank of America, N.A., the indirect parent company of Columbia Management Advisors, LLC (“Columbia”), entered into an agreement to sell a portion of the asset management business of Columbia Management Group, LLC to Ameriprise Financial, Inc. (“Ameriprise”) (the “Transaction”). The Transaction includes, among other things, a sale of that part of the asset management business of Columbia that advises long-term mutual funds, including the Funds, which are series of Columbia Funds Series Trust or Columbia Funds Series Trust II (each, a “Trust” and collectively, the “Trusts”). The Transaction is subject to certain approvals and other conditions to closing, and is currently expected to close in the spring of 2010 (the “Closing”). The Closing will cause the current advisory agreements between Columbia and the Funds to terminate. Certain Funds also have subadvisory agreements, which the Closing will cause to terminate. In order to provide the Funds with continuity of management services after completion of the Transaction, a joint special meeting of shareholders of the Funds listed above and each Trust (for each Fund and each Trust as a whole, including any postponements or adjournments thereof, the “Meeting”) will be held at One Financial Center, Boston, Massachusetts 02111, on March 3, 2010, at 1:00 p.m., local time. The purpose of the Meeting is to ask shareholders to:

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All of the above proposals are more fully described in the Joint Proxy Statement accompanying this notice. To attend the Meeting in person, you will need proof of ownership of the shares of the relevant Fund, such as your proxy card (or a copy thereof) or, if your shares are held of record by a financial intermediary, such as a broker, or nominee, a proxy card from the record holder or other proof of beneficial ownership, such as a brokerage statement showing your holdings of the shares of the relevant Fund.

As is described in the Joint Proxy Statement, shareholders are NOT being asked to approve the Transaction. However, the effectiveness of Proposals 1, 2 and 3 is contingent on the Closing. In addition to being contingent on the Closing, Proposals 2 and 3 for a particular Fund are contingent on Proposal 1 being approved by that Fund’s shareholders. Proposal 4 is not contingent on the Closing or on the approval of any other Proposal. The nominees all currently serve as trustees of each Trust. The close of business on January 4, 2010 has been fixed as the record date for the determination of shareholders entitled to notice of, and to vote at, the Meeting.

YOUR BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR EACH PROPOSAL AND

FOR EACH NOMINEE DESCRIBED IN THE ENCLOSED JOINT PROXY STATEMENT.

Your vote is important, regardless of the number of shares that you own. You can authorize proxies to cast your votes at the Meeting easily and quickly by mail, by telephone, or via the internet or you may vote in person at the Meeting. A self-addressed, postage-paid envelope has been enclosed for your convenience. Please help avoid the expense of a follow-up mailing by submitting your proxy today.

We appreciate your participation and prompt response regarding these matters and thank you for your continued support.

If you have any questions or need additional information, please contact Computershare Fund Services at 1(800) 708-7953.

Dated: Boston, Massachusetts, January     , 2010

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Important Information to Help You Understand and Vote on the Proposals

The following questions and answers provide an overview of the matters on which you are being asked to vote. The accompanying Joint Proxy Statement contains more detailed information about each proposal, and we encourage you to read it in its entirety before voting. Your vote is important.

Shareholders are NOT being asked to vote on the Transaction. Rather, as is described below, shareholders are being asked to vote on certain proposals that are being presented to them as a result of the Transaction at a joint special meeting of shareholders of the Funds and each Trust (for each Fund and each Trust as a whole, including any postponements or adjournments thereof, the “Meeting”).

The Proposals. The Closing will cause each Fund’s current advisory agreement (the “Current Advisory Agreement”) with Columbia to terminate. As is discussed in more detail in the Joint Proxy Statement, in light of this result, the Board of Trustees of each Trust (each, a “Board” and collectively, the “Boards”) has approved and recommends that shareholders of each Fund approve a new investment management services agreement with RiverSource Investments, LLC, a wholly owned subsidiary of Ameriprise (the “Proposed Advisory Agreement”). Similarly, for those Funds that currently have investment subadvisory agreements with Marsico Capital Management, LLC (“Marsico Capital”), MacKay Shields LLC (“MacKay Shields”) or Brandes Investment Partners, L.P. (“Brandes”) (the “Subadvised Funds”) (see Proposal 2 for a list of these Funds), the Closing will cause the existing investment subadvisory agreements (each, a “Current Subadvisory Agreement”) to terminate. As is discussed in more detail in the Joint Proxy Statement, in light of this result, the Board of Columbia Funds Series Trust has approved and recommends that shareholders of each Subadvised Fund approve a new subadvisory agreement with Marsico Capital, MacKay Shields or Brandes, as applicable (each, a “Proposed Subadvisory Agreement”).

In addition, each Board is recommending that shareholders approve a proposal that would authorize RiverSource to enter into and materially amend subadvisory agreements in the future, with the approval of the Board, but without obtaining additional shareholder approval (the “Manager of Managers Proposal”). It also is proposed that the shareholders vote to elect each Trust’s seven current trustees (the “Trustees”) to such Board.

The Joint Proxy Statement. The Joint Proxy Statement provides additional information about the matters on which the Trustees are soliciting your vote – the Proposed Advisory Agreement for each Fund, the Proposed Subadvisory Agreement for each Subadvised Fund, the Manager of Managers Proposal and the proposed election of current Trustees of each Trust. As is explained in the Joint Proxy Statement, if approved by shareholders, the effectiveness of each of the Proposals, other than the proposal to elect the current Trustees, is contingent on the Closing.

YOUR FUND’S BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR EACH PROPOSAL AND FOR EACH NOMINEE DESCRIBED IN THE ENCLOSED JOINT PROXY STATEMENT.

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See the discussion regarding your Fund under “General Overview – Board Considerations Regarding Approval of the Proposed Advisory Agreements and Proposed Subadvisory Agreements” for further details.

Although no changes to any Fund’s existing subadvisory relationships are being recommended in connection with the Transaction, RiverSource expects to evaluate these relationships in the broader context of its manager of managers/subadviser program, including evaluating the capabilities of the existing subadvisers relative to the capabilities of other possible unaffiliated and affiliated subadvisers and the enhanced capabilities of RiverSource assuming the Closing of the Transaction. To the extent that evaluation results in a recommendation to change any such subadvisory relationship, either in connection with the Transaction or separately, that recommendation could not be implemented without Board approval.

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It is expected that RiverSource will serve as administrator of the Funds under a new administrative services agreement with fees and a total scope of services that, together with the Proposed Advisory Agreement, are substantially the same as that contemplated by the current administration agreement, together with the Current Advisory Agreement. RiverSource Fund Distributors, Inc. and RiverSource Service Corporation, which currently serve as the distributor and transfer agent, respectively, for the RiverSource Family of Funds, are also expected to serve as distributor and transfer agent for the Funds.

In connection with the Transaction, Ameriprise will acquire, among other assets, the “Columbia” brand, which will become the primary market brand of the funds managed by its affiliates. It is expected that RiverSource, which currently serves as investment manager to the RiverSource Family of Funds, will adopt the “Columbia” name. In addition, it is expected that RiverSource Fund Distributors, Inc. and RiverSource Service Corporation will adopt the “Columbia” name. It also is expected that each of the funds in the RiverSource Family of Funds that currently operates under the “RiverSource” name will adopt the “Columbia” name. Certain funds in the RiverSource Family of Funds currently use the “Threadneedle” or “Seligman” brands. It is expected that these brands will continue to be used in the combined fund family.

Bank of America Corporation (“BAC”) and BANA also have entered into a services and distribution arrangement with Ameriprise (the “Master Services and Distribution Agreement”) in connection with the Transaction. Subject to applicable law and fiduciary obligations, the Master Services and Distribution Agreement provides, among other things, for an initial period of five years, for the continued distribution by certain BAC affiliates of specific products, including the Funds, the continued provision by Ameriprise of certain services to BAC affiliates, and the mutual exploration of possible distribution by BAC affiliates of certain products that may be developed by Ameriprise and RiverSource in the future.

BANA and Ameriprise also have entered into a Transition Services Agreement that provides for Ameriprise and BANA to provide each other certain services for a period of up to 18 months following the Closing.

By Mail: Complete, sign and return the enclosed Proxy Card(s) in the enclosed self-addressed, postage-paid envelope.

By Telephone: Call the toll-free number printed on the enclosed Proxy Card(s) and follow the directions.

By Internet: Access the website address printed on the enclosed Proxy Card(s) and follow the directions on the website.

If you decide to vote in person, you must attend the Meeting at the time and place described in the accompanying Joint Proxy Statement. To attend the Meeting in person, you will need proof of ownership of the shares of the relevant Fund, such as your Proxy Card (or a copy thereof) or, if your shares are held of record by a financial intermediary, such as a broker, or nominee, a Proxy Card from the record holder or other proof of beneficial ownership, such as a brokerage statement showing your holdings of the shares of the relevant Fund.

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Columbia Funds Series Trust

Columbia Funds Series Trust II

One Financial Center, Boston, Massachusetts 02111

JOINT PROXY STATEMENT

Joint Special Meeting of Shareholders to be held on March 3, 2010

This Joint Proxy Statement is furnished to you in connection with the solicitation of proxies by the Boards of Trustees (each, a “Board” and collectively, the “Boards”) of Columbia Funds Series Trust and Columbia Funds Series Trust II (each, a “Trust” and collectively, the “Trusts”) relating to a joint special meeting of shareholders of the Funds listed above and each Trust (for each Fund and each Trust, including any postponements or adjournments thereof, the “Meeting”) to be held at One Financial Center, Boston, Massachusetts 02111 on March 3, 2010 at 1:00 p.m., local time. It is expected that this Joint Proxy Statement will be mailed to shareholders on or about January     , 2010. Shareholders of the Funds are referred to as “shareholders” in this Joint Proxy Statement. The purpose of the Meeting is to ask shareholders to:

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If you properly authorize your proxy through the Internet or telephonically, or by executing and returning the enclosed proxy card, and your proxy is not subsequently revoked, your votes will be cast at the Meeting. If you give instructions, your votes will be cast in accordance with your instructions. If you return your signed proxy card without instructions, your votes will be cast (i) FOR the approval of the proposed investment management services agreement with RiverSource (Proposal 1); (ii) FOR the approval of the proposed investment subadvisory agreements with Marsico Capital, MacKay Shields or Brandes, as applicable (Proposal 2); (iii) FOR the approval of the proposal allowing RiverSource to enter into and materially amend subadvisory agreements, in the future, with the approval of the Board, but without obtaining additional shareholder approval (the “Manager of Managers Proposal”) (Proposal 3); and (iv) FOR the election of each Trust’s current trustees (the “Trustees” or “Nominees”) to that Trust’s Board (Proposal 4). Your votes will be cast in the discretion of the proxy holders on any other matter that may properly come before the Meeting, including, but not limited to, proposing and/or voting on the adjournment of the Meeting with respect to one or more proposals in the event that sufficient votes in favor of any Board proposal are not received. Not all proposals affect each Fund, and shareholders of a Fund will only be entitled to cast votes and authorize proxies on those proposals affecting the Fund in which they are shareholders. If approved by shareholders, the effectiveness of each of the proposals, other than the election of the Nominees, is contingent on the Closing (as defined below under “General Overview – The Transaction”). See “General Overview – Conditions to Closing and Effectiveness of the Proposals” for a discussion of other conditions to the effectiveness of the proposals.

If you execute, date and submit a proxy card in respect of a Fund, you may revoke that proxy or change it by written notice to that Fund (Attention: Secretary) at the address written above, by submitting a subsequently executed and dated proxy card, by authorizing your proxy by telephone or Internet at a later date, or by attending the Meeting and casting your vote in person, or as otherwise permitted. If you authorize your proxy by telephone or through the Internet, you may revoke it by authorizing a subsequent proxy by telephone or Internet, by completing, signing and returning a proxy card dated as of a date that is later than your last telephone or Internet proxy authorization or by attending the Meeting and casting your vote in person. Attending the Meeting in person will not automatically revoke your prior proxy.

Votes cast by proxy or in person at the Meeting will be tabulated by the inspectors of election appointed for the Meeting. The inspectors of election will determine whether or not a quorum is present at the Meeting. Thirty-three and one-third percent (33 1/3%) of the shares of a Fund or a Trust as a whole entitled to vote constitutes a quorum of a Fund or a Trust as a whole, respectively. The inspectors of election will treat abstentions and “broker non-votes” (i.e., shares held of record by a financial intermediary, such as a broker, or nominee, typically in “street name,” as to which proxies have been returned but (i) instructions have not been received from the beneficial owners or persons entitled to vote and (ii) the broker or nominee does not have discretionary voting power on a particular matter) as present for purposes of determining a quorum. A quorum of shareholders of a Fund is required to take action at the Meeting on proposals affecting such Fund. Separately, a quorum of shareholders of a Trust is required to take action on the election of the Nominees to the Board of such Trust.

In the event that a quorum of shareholders of a Fund or of a Trust is not present at the Meeting or, even if such a quorum is so present, in the event that sufficient votes in favor of any proposal are not received and tabulated prior to the time the Meeting is called to order, the Meeting may be adjourned for a reasonable time after the date originally set for the Meeting with respect to one or more Funds or a Trust and/or with respect to one or more proposals by the vote of a majority of the shares represented at the Meeting, either in person or by proxy, and further solicitations may be made.

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The close of business on January 4, 2010 has been fixed as the record date (the “Record Date”) for the determination of shareholders entitled to notice of, and to vote at, the Meeting. The number of outstanding shares of each class of shares of each Fund held on that date is listed in Appendix A. Each share of a Fund outstanding on the Record Date is entitled to one vote.

Approval of Proposals 1 and 3 on behalf of each Fund and approval of Proposal 2 on behalf of each Subadvised Fund requires the affirmative vote of a “majority of the outstanding voting securities” of such Fund, which for this purpose means the affirmative vote of the lesser of (i) more than 50% of the outstanding voting securities of such Fund or (ii) 67% or more of the outstanding voting securities of such Fund present at the Meeting if more than 50% of the outstanding voting securities of such Fund are present at the Meeting in person or represented by proxy. All shares of a Fund vote together as a single class on each of Proposals 1, 2 and 3.

Election of Trustees (Proposal 4) requires the affirmative vote of a plurality of votes cast at the Meeting by or on behalf of shareholders of a Trust. A “plurality of votes cast” means that a nominee is elected if he or she receives the highest number of affirmative votes cast, whether or not such votes constitute a majority, up to the maximum number of Trustees to be elected at the Meeting, which is seven. All shares of a Trust vote together as a single class on Proposal 4.

For all matters to be voted upon, an abstention or broker non-vote will not be considered a vote cast. Abstentions and broker non-votes will have the same effect as a vote against Proposals 1, 2 and 3 in respect of each Fund entitled to vote thereon. With respect to Proposal 4, abstentions and broker non-votes will have no effect on the outcome of the vote.

Each Fund’s administrator is Columbia Management Advisors, LLC (“Columbia”), whose address is One Financial Center, Boston, Massachusetts 02111. Each Fund’s principal underwriter is Columbia Management Distributors, Inc., whose address is also One Financial Center, Boston, Massachusetts 02111.

Each Fund’s current investment manager is Columbia. For further information regarding Columbia, see Appendix B. Additional information about the Funds is available in their respective prospectuses, statements of additional information and semi-annual and annual reports to shareholders. The Funds’ most recent semi-annual and annual reports previously have been mailed to shareholders. Additional copies of any of these documents are available without charge upon request 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. All of these documents also are filed with the Securities and Exchange Commission (the “SEC”) and available on the SEC’s website at www.sec.gov.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on March 3, 2010.

This Joint Proxy Statement is available at http:// [—].

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GENERAL OVERVIEW

Overview

Columbia Management Advisors, LLC (“Columbia”) provides investment advisory services to each of the mutual funds listed on page 5 of this Joint Proxy Statement (the “Funds”) that are series of Columbia Funds Series Trust and Columbia Funds Series Trust II (each, a “Trust” and collectively, the “Trusts”), except for Columbia International Value Fund (the “Feeder Fund”) for which Columbia provides investment advisory services to a corresponding master portfolio, Columbia International Value Master Portfolio (the “Master Portfolio”), which is a fund series of Columbia Funds Master Investment Trust, LLC (“Master Trust”). The Feeder Fund invests all or substantially all of its assets in the Master Portfolio, which Columbia advises directly. When certain actions related to the Master Portfolio are proposed to its interestholders, Feeder Fund shareholder approval of those actions is sought (hereinafter, as the context requires, the term “Funds” includes the Master Portfolio). For additional information about the voting mechanics with respect to the Feeder Fund, see “Other Information – Special Note for Shareholders of the Feeder Fund.”

The Transaction

On September 29, 2009, Bank of America, N.A. (“BANA”), the indirect parent company of Columbia, entered into an agreement (the “Purchase Agreement”) to sell a portion of the asset management business of Columbia Management Group, LLC to Ameriprise Financial, Inc. (“Ameriprise”) (the “Transaction”). The Transaction includes, among other things, a sale of that part of the asset management business of Columbia that advises long-term mutual funds, including the Funds. The Transaction is subject to certain approvals and other conditions to closing, and is currently expected to close in the spring of 2010 (the “Closing”).

Shareholders are NOT being asked to vote on the Transaction. Rather, as is described below, shareholders are being asked to vote on certain proposals that are being presented to them as a result of the Transaction.

The Proposals

The Closing will cause your Fund’s current advisory agreement (each, a “Current Advisory Agreement”) with Columbia to terminate. As is discussed in more detail in this Joint Proxy Statement, in light of this result, the Board of Trustees of each Trust (each, a “Board” and collectively, the “Boards”) has approved and recommends that shareholders of each Fund approve a new investment management services agreement with RiverSource Investments, LLC (“RiverSource”), a wholly owned subsidiary of Ameriprise (the “Proposed Advisory Agreement”). Similarly, for those Funds that currently have investment subadvisory agreements (each, a “Current Subadvisory Agreement”) with Marsico Capital Management, LLC (“Marsico Capital”), MacKay Shields LLC (“MacKay Shields”) or Brandes Investment Partners, L.P. (“Brandes”) (the “Subadvised Funds”) (see Proposal 2 for a list of these Funds), the Closing will cause the Current Subadvisory Agreements to terminate. As is discussed in more detail in the Joint Proxy Statement, in light of this result, the Board of Columbia Funds Series Trust (“Funds Trust”) has approved and recommends that shareholders of each Subadvised Fund approve a new investment subadvisory agreement with Marsico Capital, MacKay Shields or Brandes, as applicable (each a “Proposed Subadvisory Agreement”).

In addition, each Board is recommending that shareholders approve a proposal that would authorize RiverSource to enter into and materially amend subadvisory agreements in the future, with the approval of the Board, but without obtaining additional shareholder approval (the “Manager of Managers Proposal”). It is also proposed that the shareholders vote to elect each Trust’s seven current trustees (the “Trustees” or “Nominees”) to that Trust’s Board.

The Interim Advisory and Subadvisory Agreements

The Board has approved an interim investment advisory agreement (the “Interim Advisory Agreement”) for each Fund with RiverSource, which would become effective for a Fund at the Closing only if the Proposed Advisory Agreement for that Fund has not been approved by its shareholders prior to the Closing. Under the Interim Advisory Agreement, RiverSource could serve as investment adviser to a Fund for up to 150 days following the Closing.

Similarly, for the Subadvised Funds, the Board of Funds Trust has approved interim investment subadvisory agreements (the “Interim Subadvisory Agreements”) with each of Marsico Capital, MacKay Shields or Brandes, as applicable, which would become effective for a Subadvised Fund at the Closing only if the Proposed Subadvisory Agreement for that Fund has not been approved by its shareholders prior to the Closing. Under the Interim Subadvisory Agreements, Marsico Capital, MacKay Shields or Brandes, as applicable, could serve as investment subadviser and manage the relevant Fund’s portfolio for up to 150 days following the Closing.

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The terms of the Interim Advisory Agreement and the Interim Subadvisory Agreements are the same as those of the Current Advisory Agreement and the Current Subadvisory Agreements, respectively, except for certain provisions that are required by law and except that Columbia is replaced by RiverSource and that the dates of the agreements are made current.

The provisions required by law include a requirement that fees payable under the Interim Advisory and Subadvisory Agreements be paid into an escrow account. If a Fund’s shareholders approve the Proposed Advisory Agreement or, as applicable, Proposed Subadvisory Agreement by the end of the 150-day period, the compensation (plus interest) payable under the Interim Advisory or Subadvisory Agreement will be paid to RiverSource, Marsico Capital, MacKay Shields or Brandes, as applicable, but if the Proposed Advisory Agreement or, as applicable, Proposed Subadvisory Agreement is not so approved, only the lesser of the costs incurred (plus interest) or the amount in the escrow account (including interest) will be paid to RiverSource.

Other Actions Contemplated by the Transaction

It is expected that RiverSource will serve as administrator of the Funds under a new administrative services agreement with fees and a total scope of services that, together with the Proposed Advisory Agreement, are substantially the same as that contemplated by the current administration agreement, together with the Current Advisory Agreement. RiverSource Fund Distributors, Inc. and RiverSource Service Corporation, which currently serve as the distributor and transfer agent, respectively, for various funds advised by RiverSource (the “RiverSource Family of Funds”), are also expected to serve as distributor and transfer agent for the Funds.

In connection with the Transaction, Ameriprise will acquire, among other assets, the “Columbia” brand, which will become the primary market brand of the funds managed by its affiliates. It is expected that RiverSource, which currently serves as investment manager to the RiverSource Family of Funds, will adopt the “Columbia” name. In addition, it is expected that RiverSource Fund Distributors, Inc. and RiverSource Service Corporation will adopt the “Columbia” name. It also is expected that each of the funds in the RiverSource Family of Funds that currently operates under the “RiverSource” name will adopt the “Columbia” name. Certain funds in the RiverSource Family of Funds currently use the “Threadneedle” or “Seligman” brands. It is expected that these brands will continue to be used in the combined fund family.

Bank of America Corporation (“BAC”) and BANA also have entered into a services and distribution arrangement with Ameriprise (the “Master Services and Distribution Agreement”) in connection with the Transaction. Subject to applicable law and fiduciary obligations, the Master Services and Distribution Agreement provides, among other things, for an initial period of five years, for the continued distribution by certain BAC affiliates of specific products, including the Funds, the continued provision by Ameriprise of certain services to BAC affiliates, and the mutual exploration of possible distribution by BAC affiliates of certain products that may be developed by Ameriprise and RiverSource in the future.

BANA and Ameriprise also have entered into a Transition Services Agreement that provides for Ameriprise and BANA to provide each other certain services for a period of up to 18 months following the Closing.

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Board Considerations Regarding Approval of the Proposed Advisory Agreement and Proposed Subadvisory Agreements

The Boards unanimously approved the Proposed Advisory Agreement and Proposed Subadvisory Agreement, as applicable, for each Fund at a meeting held on December 21, 2009. As detailed below, the Trustees met on multiple occasions in advance of the December 21, 2009 meeting, held numerous discussions with the management teams of Columbia and RiverSource and reviewed and considered extensive materials in connection with the approval of the Proposed Advisory and Subadvisory Agreements.

Specifically, the Trustees of each Trust, including a majority of the Trustees who have no direct or indirect interest in the Proposed Advisory and Subadvisory Agreements and are not “interested persons” of the Trusts, as defined in the Investment Company Act of 1940, as amended (the “1940 Act”) (the “Independent Trustees”) reviewed and approved (i) the Proposed Advisory Agreement with RiverSource for each Fund ¹ and (ii) the Proposed Subadvisory Agreement with Marsico Capital, MacKay Shields or Brandes, for the Subadvised Funds (Marsico Capital, MacKay Shields and Brandes are collectively referred to as the “Subadvisers”). Prior to approving the Proposed Advisory Agreements, the Trustees were presented with, and requested, received and evaluated, extensive materials about RiverSource, the Transaction and related matters from RiverSource, Ameriprise and Columbia. In this regard, the Trustees reviewed RiverSource’s responses to a series of detailed requests submitted by the Independent Trustees’ independent legal counsel and by the Fee Consultant (as defined below).

The Trustees also reviewed and considered information received in connection with their most recent consideration and re-approval in November 2009 of the Current Advisory Agreement and Current Subadvisory Agreement, as applicable, for each Fund, including information about the Subadvisers (the “Current Agreement Re-Approval Process”). Moreover, the Trustees and committees of the Boards met on several occasions, and received extensive materials, throughout the course of the year relating to the Current Agreement Re-Approval Process, which the Trustees considered relevant to their consideration and approval of the Proposed Advisory and Subadvisory Agreements. The Trustees also consulted with Fund counsel and with the Independent Trustees’ independent legal counsel, who advised on the legal standards for consideration by the Trustees, and otherwise assisted the Trustees in their deliberations.

In advance of the meeting on December 21, 2009, the Trustees held several meetings, including meetings held in-person with representatives from RiverSource and Ameriprise on August 26, 2009, November 5-6, 2009, December 9-10, 2009 and December 14, 2009, and additional meetings with representatives of Columbia, to discuss the Transaction, RiverSource’s plans and intentions regarding the Funds and various proposals that were being presented as a result of the Transaction, including the Proposed Advisory and Subadvisory Agreements. In addition to these meetings, telephonic meetings and discussions were held on several occasions between individual Trustees, members of the committees of the Boards, their independent legal counsel and representatives from RiverSource, Ameriprise and/or Columbia.

The Trustees also reviewed and considered a report prepared and provided by the Independent Fee Consultant (the “Fee Consultant”) appointed by the Independent Trustees pursuant to an assurance of discontinuance entered into by a predecessor to Columbia with the New York Attorney General (“NYAG”) to settle a civil complaint filed by the NYAG relating to trading in mutual fund shares (the “NYAG Settlement”). The Fee Consultant’s role was to manage the process by which management fees are negotiated so that they were negotiated in a manner that is at arms’ length and reasonable. The Fee Consultant found that the fee negotiation process was, to the extent practicable, at arms’ length and reasonable and consistent with the requirements of the NYAG Settlement. A summary of the Fee Consultant’s report is available at www.columbiafunds.com.

The following summarizes a number of the material factors considered by the Trustees in reaching their approvals and determinations with respect to the Proposed Advisory Agreements and Proposed Subadvisory Agreements. It is followed by a more detailed discussion of the Trustees’ consideration of these and other factors considered relevant by the Trustees in their evaluation of the Proposed Advisory Agreements and Proposed Subadvisory Agreements. In voting to approve the Proposed Advisory and Subadvisory Agreements for each Fund, the Trustees also considered substantially the same factors, as relevant, and reached substantially the same conclusions in their approval of the Interim Advisory and Subadvisory Agreements.

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In their deliberations, the Trustees did not identify any single item that was paramount or controlling and individual Trustees may have attributed different weights to various factors. The Trustees also evaluated all information available to them on a Fund-by-Fund basis, and their determinations were made separately in respect of each Fund.

Nature, Extent and Quality of Services to be Provided

The Trustees received and considered various data and information regarding the expected nature, extent and quality of services to be provided to the Funds by RiverSource and the Subadvisers under the Proposed Advisory and Subadvisory Agreements. The most recent investment adviser registration forms for RiverSource and each Subadviser were made available to the Boards, as well as extensive materials from RiverSource, Ameriprise and Columbia. The Trustees reviewed and analyzed these materials, which included, among other things, information about the background and experience of expected senior management of RiverSource and Ameriprise after the Closing. The Trustees considered RiverSource’s ability to provide administrative services to the Funds, noting that while the aggregate scope of advisory and administrative services was not expected to change following the Closing, the allocation of services was expected to shift, to a limited extent, such that administrative services will be provided under a new administrative services agreement. The Trustees considered, among other things, the capacity and quality of RiverSource’s and the Subadvisers’ investment management, research and trade execution capabilities and other resources that

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would be dedicated to performing services for the Funds. The Trustees also considered matters related to RiverSource’s and the Subadvisers’ compliance programs and compliance records, including RiverSource’s portfolio transaction policies and procedures. The Trustees discussed with senior management personnel their ability to administer and oversee outside service providers to the Funds and their shareholders and were satisfied with management’s processes for providing services and overseeing and reviewing services to be rendered by outside sources.

In evaluating the services to be provided under the Proposed Advisory and Subadvisory Agreements, the Trustees factored in their extensive discussions with representatives of Columbia, RiverSource and Ameriprise at the meetings referenced above regarding the management of each Fund. The Trustees considered representations by Ameriprise that it was expected that there will be no diminution in the nature and quality of services provided to the Funds. The Trustees noted that CMG’s current President, Columbia’s current Chief Investment Officer and Columbia’s current President, were expected to continue to serve the Funds in similar capacities after the Closing. With respect to portfolio management, the Trustees reviewed information regarding the deliberative process for selecting portfolio management personnel to continue servicing the Funds after the Closing, including the expected role of Columbia’s Chief Investment Officer in evaluating and selecting portfolio management personnel for each Fund utilizing Columbia’s current analytical model for evaluating portfolio managers. In this regard, the Trustees also weighed representations by Ameriprise that this investment management evaluative process was likely to result in a significant number of Columbia investment professionals and personnel currently responsible for management of the Funds to remain in place. The Trustees noted that the portfolio management evaluation and selection process was designed to optimize the portfolio management resources available to each Fund by having the ability to select investment personnel for the Funds from the combined organization. Similarly, the Trustees evaluated the ability of RiverSource and the Subadvisers, based on their respective resources, reputations and other attributes, to attract and retain qualified investment professionals. In this regard, the Trustees considered information regarding the nature of the compensation structure applicable to portfolio managers and other key investment personnel.

The Trustees reviewed and considered information from Ameriprise and RiverSource regarding various contemplated service provider arrangements, including information regarding both immediate and potential future plans in respect of these arrangements. In this regard, the Trustees considered information regarding potential distribution, transfer agency and custody arrangements and the evaluation of fund accounting, financial reporting and valuation service model options, noting certain differences between Columbia’s and RiverSource’s current approaches, including that RiverSource has historically utilized services provided “in-house” or by its affiliates for fund accounting, financial reporting and valuation. The Trustees reviewed information from Ameriprise and RiverSource regarding the expectation for rationalized or harmonized fees as part of the integration after the Closing in order to develop consistent service fee schedules across the combined fund family. The Trustees noted Ameriprise’s representations that, to the extent any such proposals were recommended to the Board after the Closing, they would not result in an “unfair burden” (within the meaning of Section 15(f) of the 1940 Act) on any Fund.

In addition, the Trustees reviewed and evaluated materials and information received regarding the investment and legal compliance programs of the Funds, RiverSource and the Subadvisors, including their compliance policies and procedures and reports of the Funds’ Chief Compliance Officer. In this regard, the Trustees considered that Columbia’s current Chief Compliance Officer was expected to serve in the same role after the Closing.

The Trustees also noted that Ameriprise and certain of its affiliates have been involved in a number of legal, arbitration and regulatory proceedings, including routine litigation, class actions, and governmental actions, concerning matters arising in connection with the ordinary conduct of their business activities, and that Ameriprise indicated that neither Ameriprise nor any of its affiliates are the subject of any pending legal, arbitration or regulatory proceedings that are likely to have a material adverse effect on the Funds or the ability of Ameriprise or its affiliates, including RiverSource to provide services to the Funds.

Based on the foregoing and other information considered relevant, the Trustees concluded that, overall, they were satisfied with assurances from Columbia, RiverSource, Ameriprise and the Subadvisers as to the expected nature, extent and quality of services to be provided to each Fund under the Proposed Advisory and Subadvisory Agreements.

Investment Advisory and Subadvisory Fee Rates and Other Expenses

The Trustees reviewed and considered the proposed contractual investment advisory fee rates to be paid by each Fund to RiverSource for investment management services both separately and together with the administration fee rates to be paid by the Funds to RiverSource (the “Contractual Management Rates”), which are the same as the separate and aggregate advisory and administrative fee rates currently paid by each Fund to Columbia. The Trustees also reviewed and considered the proposed subadvisory fee rates and the fee arrangements under the Proposed Subadvisory Agreements, respectively, which are also the same as those currently in effect under the Current Subadvisory Agreements. In addition to the materials provided by Columbia,

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RiverSource provided information regarding the current fees for each of the RiverSource funds and other relevant institutional accounts. The Trustees reviewed and considered the proposed fee waiver/cap arrangements applicable to the Contractual Management Rates and considered the Contractual Management Rates after taking the waivers/caps into account (the “Actual Management Rates”). In this regard, the Trustees noted that RiverSource had committed to maintain the Funds’ current expense limitation and waiver arrangements (both contractual and voluntary). The Trustees considered the potential that, after the Closing, RiverSource would propose a common fee and expense structure for the combined fund family, subject to the commitment that Ameriprise will not seek any change that would result in an “unfair burden” on any Fund. The Trustees also considered the report prepared and provided by the Fee Consultant. Additionally, the Trustees received and afforded specific attention to information provided in connection with the Current Agreement Re-Approval Process, comparing the Contractual Management Rates and Actual Management Rates with those of other funds in each Fund’s Peer Group (as defined below).

During the Current Agreement Re-Approval Process, the Trustees reviewed and considered statistical information regarding each Fund’s total expense ratio and its various components, including contractual advisory fees, actual advisory fees, actual non-management fees, Rule 12b-1 and non-Rule 12b-1 service fees, fee waivers/caps and/or expense reimbursements. The Trustees also reviewed comparisons of these fees to the expense information for the group of Funds that was determined by Lipper Inc. (“Lipper”) to be the most similar to a given Fund (the “Peer Group”) and to the performance of a broader universe of relevant funds as determined by Lipper (the “Universe”), which comparative data was provided by Lipper, an independent provider of investment company data. The Trustees were provided with a description of the methodology used by Lipper to select the mutual funds in each Fund’s Peer Group and Universe and reviewed the degree of comparability resulting from the selection methodology. For certain Funds, Lipper determined that changing the composition of the Peer Group and/or Universe for expenses from that used for performance would provide a more accurate basis of comparison. The Trustees also considered Lipper data that ranked each Fund based on: (i) each Fund’s one- and three-year performance compared to actual management fees; and (ii) each Fund’s one- and three-year performance compared to total expenses.

For each Fund, except as otherwise described in the Fund-specific discussion below, the Trustees noted that they had concluded during the Current Agreement Re-Approval Process that the Contractual Management Rates, the Actual Management Rates and the total expense ratio were at acceptable levels in light of the quality of services provided to the Fund and in comparison to such Fund’s Peer Group and Universe, as applicable; that the advisory fee rate would not be increased for any Fund; that Ameriprise and RiverSource had represented that the overall expenses for each Fund were not expected to be adversely affected by the Transaction; and that RiverSource had committed to maintain the Funds’ current expense limitation or waiver arrangements (both contractual and voluntary).

Based on the foregoing, other relevant information received and the additional information described in the Fund-specific discussion below, as applicable, the Trustees concluded that the Contractual Management Rates, the Actual Management Rates and the total expense ratio were acceptable.

Fund Performance

The Trustees reviewed detailed performance information for each Fund at various Board and committee meetings during the year in addition to the additional performance information that they reviewed and evaluated in connection with the Transaction. The Trustees also reviewed and evaluated detailed performance information for each Fund in connection with the Current Agreement Re-Approval Process. The Trustees considered the performance results for each of the Funds over multiple measurement periods. They also considered these results in comparison to the performance results of each Fund’s Peer Group and Universe, as well as to each Fund’s benchmark index. The Boards also noted certain risk-adjusted performance data.

The Trustees also reviewed and evaluated information and data regarding the investment performance record of RiverSource in managing funds with investment strategies generally similar to those of the Funds, as applicable. Investment performance for such funds was provided for a wide range of periods.

The Trustees recognized that the investment performance record of RiverSource in managing funds with similar objectives may be less relevant to their deliberations in situations where the current portfolio managers of Columbia are expected to continue managing a particular Fund following the Closing. They also recognized that for each Fund, it is not possible to predict with certainty what effect, if any, consummation of the Transaction will have on the future performance of the Funds, noting in particular that past investment performance is no assurance of future results. The Fund-by-Fund discussion set forth below provides additional information regarding those Funds highlighted as meeting agreed-upon criteria for warranting further review. Such criteria included, among other things, information relating to Actual Management Rates, total expense ratios and/or performance information, relative to a Fund’s Peer Group and/or Universe.

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Costs of Services to be Provided and Profitability

In considering the costs of services to be provided by RiverSource and the Subadvisers under the Proposed Advisory Agreement and Proposed Subadvisory Agreement, as applicable for each Fund, and the projected range of profitability to RiverSource and the Subadvisers from their relationships with the Funds, the Trustees considered, among other things, that there would be no increase in advisory or subadvisory fee rates under the Proposed Advisory and Subadvisory Agreements. The Trustees further noted, with respect to RiverSource, that it was not possible to predict with certainty how RiverSource’s profitability would be affected by becoming the investment adviser to the Funds but, as a general matter, they were satisfied, based on their review of RiverSource’s projected range of profitability assuming completion of the Transaction, that this projected profitability from their relationship with the Funds would not be excessive. The Trustees based their review, in part, on information regarding RiverSource’s current profitability in managing the RiverSource Funds and the information available to the Trustees with respect to RiverSource’s expense budgeting process. The Trustees also noted that they would have on-going opportunities to address RiverSource’s profitability in the future based on actual results. The Trustees did not consider separate profitability information with respect to the Subadvisers, as their profitability from their relationships with the Funds was not a material factor in determining whether to approve the Proposed Subadvisory Agreements. The Trustees also noted that the subadvisory fees paid to the Subadvisers, none of which is affiliated with Columbia, had previously been negotiated on an arms’ length basis.

The Trustees also reviewed information about the financial condition of RiverSource and the Subadvisers and were satisfied that RiverSource and the Subadvisers have adequate resources to perform the services required under the Proposed Advisory and Proposed Subadvisory Agreements.

Subject to the limitations noted above, the Trustees concluded that they were satisfied that RiverSource’s projected range of future profitability, and each Subadviser’s historical profitability, from their relationship with each Fund, as relevant, were not excessive.

Economies of Scale

The Trustees received and evaluated information regarding the potential to realize economies of scale with respect to management of the Funds, whether the Funds would appropriately benefit from any economies of scale and whether there was any potential for realization of further economies of scale in connection with the Transaction. The Trustees noted that the current and proposed investment advisory fee rates for most of the Funds contain breakpoints that reduce the fee rate on assets above specified levels. The Trustees noted that RiverSource had indicated that no changes to the Funds’ breakpoint arrangements were proposed to be made at this time. In light of these factors and noting that it was not possible to evaluate with certainty if and how the Transaction would produce any immediate opportunities for additional economies of scale, the Trustees concluded that each Fund’s breakpoint arrangements were acceptable. The Trustees also recognized that the Funds may benefit from certain economies of scale over time from becoming a part of the larger RiverSource fund complex, based on potential future synergies of operations, potential fee harmonization/rationalization initiatives and potential future Fund mergers. The Trustees noted, in particular, RiverSource’s acknowledgement of the principle that the Funds should share in certain economies of scale if realized by RiverSource. In addition, the Trustees evaluated the likelihood that there would be potential Fund mergers after the Closing. The Trustees noted that any such potential Fund mergers, if approved, could result in the achievement of additional breakpoints for Funds that have implemented breakpoint fee schedules. The Trustees also noted that they expect to consider economies of scale from time to time following the Closing and thus be in a position to evaluate any additional economies of scale.

The Trustees acknowledged the inherent limitations of any analysis of an investment adviser’s economies of scale, stemming largely from the Trustees’ understanding that economies of scale are generally realized, if at all, by an investment adviser across a variety of products and services, not just with respect to a single fund.

Information About Investment Management Services to Non-Mutual Fund Clients

The Trustees also received and reviewed information about the nature and extent of services and fee rates offered by Riversource and the Subadvisers to the Funds compared with other clients with similar accounts, including separate accounts and institutional investments. The Trustees noted that the Funds may receive services different from those offered to other clients of RiverSource and the Subadvisers and concluded that the advisory fee rates under the Proposed Advisory Agreements and the subadvisory fee rates under the Proposed Subadvisory Agreements were not excessive, given the nature and extent of services expected to be offered and other factors, including the Trustees’ review of Lipper data.

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Other Benefits to RiverSource and the Subadvisers

The Trustees received and reviewed information regarding any expected “fall-out” or ancillary benefits to be received by RiverSource and its affiliates and by the Subadvisers as a result of their relationships with the Funds.

Among other things, the Trustees noted that RiverSource would benefit from soft dollar arrangements using portfolio brokerage of each Fund that invests in equity securities. The Trustees also noted that the Subadvisers also had benefited from, and expected to continue to benefit from, soft dollar arrangements using portfolio brokerage of the Subadvised Funds. The Trustees acknowledged RiverSource’s representation that none of its affiliated broker dealers was expected to provide brokerage services to any Fund, but noted that broker-dealer affiliates of RiverSource will receive distribution related fees from the Funds in respect of shares held in certain accounts, and that such Funds’ distributor (which will also become a subsidiary of RiverSource following the closing of the Transaction) retains a portion of the distribution related fees from the Funds and receives a portion of the sales charges on sales or redemptions of certain classes of shares of the Funds. The Trustees recognized that RiverSource’s and the Subadvisers’ profitability would be somewhat lower without these benefits. The Trustees concluded that RiverSource and the Subadvisers may derive reputational benefits from their association with the Funds. The Trustees also noted, however, that such benefits were difficult to quantify with certainty.

Fund-Specific Considerations for Certain “Review” Funds

During the Current Agreement Re-Approval Process, a limited number of Funds were highlighted as meeting agreed-upon criteria for warranting further review. Such criteria included, among other things, information relating to Actual Management Rates, total expense ratios and/or performance information, relative to a Fund’s Peer Group and/or Universe. For such “review” Funds, the Trustees engaged in further analysis with regard to the approval of the Funds’ Current Advisory Agreements. For each such Fund, the Trustees subsequently considered the impact of transitioning investment management responsibilities to RiverSource.

Columbia Convertible Securities Fund – The Trustees engaged in further review of Columbia Convertible Securities Fund because its Actual Management Rate and total expense ratio were appreciably above the median range of its Peer Group. Although the Fund’s performance over certain periods was not appreciably above the median of its Universe, the Trustees noted other factors such as improved performance rankings over the previous year and the impact of voluntary expense limitations on the Fund’s Actual Management Rate and total expense ratio. Taking into account these matters and other factors considered, the Trustees concluded that the Actual Management Rate and total expense ratio were, at this time, acceptable, under the circumstances.

Columbia Mid Cap Value Fund – The Trustees engaged in further review of Columbia Mid Cap Value Fund because its Actual Management Rate was above the median range of its Peer Group and its one-year performance ranking was below the median range of its Universe. However, the Trustees noted other factors such as a total expense ratio that was appreciably below the Fund’s Peer Group and Universe and strong performance over other periods. Taking into account these matters and other factors considered, the Trustees concluded that the Fund’s performance and Actual Management Rate were, at this time, acceptable, under the circumstances.

Columbia LifeGoal® Balanced Growth Portfolio – The Trustees engaged in further review of Columbia LifeGoal® Balanced Growth Portfolio because its Actual Management Rate was appreciably above the median range of its Peer Group. However, the Trustees noted other factors such as recent changes to the Fund’s investment strategies, a total expense ratio that was in line with the Fund’s Peer Group and Universe and positive performance. Taking into account these matters and other factors considered, the Trustees concluded that the Actual Management Rate was, at this time, acceptable, under the circumstances.

Columbia LifeGoal® Growth Portfolio – The Trustees engaged in further review of Columbia LifeGoal® Growth Portfolio because its Actual Management Rate was appreciably above the median range of its Peer Group. Although the Fund’s performance over certain periods was not appreciably above the median of its Universe, the Trustees noted other factors such as recent changes to the Fund’s investment strategies, a total expense ratio that was in line with the Fund’s Peer Group and below its Universe and positive performance over other periods. Taking into account these matters and other factors considered, the Trustees concluded that the Actual Management Rate was, at this time, acceptable, under the circumstances.

Columbia LifeGoal® Income and Growth Portfolio – The Trustees engaged in further review of Columbia LifeGoal® Income and Growth Portfolio because its Actual Management Rate was appreciably above the median range of its Peer Group. Although the Fund’s performance over certain periods was not appreciably above the median of its Universe, the Trustees noted other factors such as recent changes to the Fund’s investment strategies, a total expense ratio that was in line with the Fund’s Peer Group and Universe and positive performance over other periods. Taking into account these matters and other factors considered, the Trustees concluded that the Actual Management Rate was, at this time, acceptable, under the circumstances.

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Columbia Marsico 21^st Century Fund – The Trustees engaged in further review of Columbia Marsico 21^st Century Fund because its Actual Management Rate and total expense ratio were appreciably above the median range of its Peer Group and its performance over certain periods was appreciably below the median range of its Universe. However, the Trustees noted other factors such as the inherently higher cost structure of subadvised funds, the implementation of a group breakpoint structure and contractual advisory fee waivers in January 2008 for the Funds subadvised by Marsico Capital, the recent implementation of additional voluntary expense limitations and recent enhancements to Columbia’s subadviser oversight process. Taking into account these matters and other factors considered, the Trustees concluded that the Fund’s performance, Actual Management Rate and total expense ratio were, at this time, acceptable, under the circumstances.

Columbia Marsico Focused Equities Fund – The Trustees engaged in further review of Columbia Marsico Focused Equities Fund because its Actual Management Rate and total expense ratio were appreciably above the median range of its Peer Group and its performance over certain periods was below the median range of its Universe. However, the Trustees noted other factors such as positive performance over other periods, the inherently higher cost structure of subadvised funds, the implementation of a group breakpoint structure and contractual advisory fee waivers in January 2008 for the Funds subadvised by Marsico Capital, the recent implementation of additional voluntary expense limitations and recent enhancements to Columbia’s subadviser oversight process. Taking into account these matters and other factors considered, the Trustees concluded that the Fund’s performance, Actual Management Rate and total expense ratio were, at this time, acceptable, under the circumstances.

Columbia Marsico Growth Fund – The Trustees engaged in further review of Columbia Marsico Growth Fund because its Actual Management Rate was appreciably above the median range of its Peer Group, its total expense ratio was above the median range of its Peer Group and its performance over certain periods was appreciably below the median range of its Universe. However, the Trustees noted other factors such as positive performance over other periods, recent improvements in the Fund’s total expense rankings, the inherently higher cost structure of subadvised funds, the implementation of a group breakpoint structure and contractual advisory fee waivers in January 2008 for the Funds subadvised by Marsico Capital, the recent implementation of additional voluntary expense limitations and recent enhancements to Columbia’s subadviser oversight process. Taking into account these matters and other factors considered, the Trustees concluded that the Fund’s performance, Actual Management Rate and total expense ratio were, at this time, acceptable, under the circumstances.

Columbia Marsico International Opportunities Fund – The Trustees engaged in further review of Columbia Marsico International Opportunities Fund because its Actual Management Rate was appreciably above the median range of its Peer Group and its performance over certain periods was below the median range of its Universe. However, the Trustees noted other factors such as the inherently higher cost structure of subadvised funds, the implementation of a group breakpoint structure and contractual advisory fee waivers in January 2008 for the Funds subadvised by Marsico Capital, the recent implementation of additional voluntary expense limitations and recent enhancements to Columbia’s subadviser oversight process. Taking into account these matters and other factors considered, the Trustees concluded that the Fund’s performance and Actual Management Rate were, at this time, acceptable, under the circumstances.

Columbia Global Value Fund – The Trustees engaged in further review of Columbia Global Value Fund because its Actual Management Rate was appreciably below the median of its Peer Group and its performance over some periods was below the median of its Universe. However, the Trustees noted other factors such as recent improvements in the Fund’s total expense rankings, the inherently higher cost structure of subadvised funds, the recent implementation of additional voluntary expense limitations and recent enhancements to Columbia’s subadviser oversight process. Taking into account these matters and other factors considered, the Trustees concluded that the Fund’s performance and Actual Management Rate were, at this time, acceptable, under the circumstances.

Columbia Multi-Advisor International Equity Fund – The Trustees engaged in further review of Columbia Multi-Advisor International Equity Fund because its Actual Management Rate was above the median range of its Peer Group and its performance over certain periods was below the median range of its Universe. However, the Trustees noted other factors such as a total expense ratio that was appreciably below the median range of the Fund’s Peer Group and recent actions taken by Columbia regarding portfolio management responsibilities. Taking into account these matters and other factors considered, the Trustees concluded that the Fund’s performance and Actual Management Rate were, at this time, acceptable, under the circumstances.

Columbia Maryland Intermediate Municipal Bond Fund and Columbia North Carolina Intermediate Municipal Bond Fund – The Trustees engaged in further review of Columbia Maryland Intermediate Municipal Bond Fund and Columbia North Carolina Intermediate Municipal Bond Fund because their performance over certain periods was appreciably below the median ranges of their respective “filtered universes”, which were identified using screening metrics designed to further analyze each Fund’s relative performance. However, the Trustees noted other factors such as Actual Management Rates and total expense ratios that were below the median ranges of each Fund’s Peer Group, recent actions taken by Columbia regarding portfolio management responsibilities and improvements in each Fund’s short-term performance. Taking into account these matters and other factors considered, the Trustees concluded that each Fund’s performance was, at this time, acceptable, under the circumstances.

Conclusion

After an evaluation of the above-described factors and based on its deliberations and analysis of the information provided and alternatives considered, each Board, including all of the Independent Trustees, concluded that approval of the Proposed Advisory and Subadvisory Agreements was in the best interests of each of the Funds and its shareholders. Accordingly, the Boards unanimously approved the Proposed Advisory and Subadvisory Agreements and recommend that shareholders of each Fund vote FOR approval of the Proposed Advisory and Subadvisory Agreements.

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Manager of Managers Proposal

Each Board considered and approved, and recommends that shareholders approve, the Manager of Managers Proposal. Each Board believes that it is in the best interests of each Fund and its shareholders to provide RiverSource with the flexibility to enter into and materially amend subadvisory agreements in the future, with the approval of the Board, but without the costs and delays associated with holding a shareholder meeting. Most of the current funds of the RiverSource Family of Funds have a policy authorizing RiverSource to enter into and materially amend subadvisory agreements, with the approval of the board of directors/trustees of a fund it manages, but without obtaining shareholder approval. Approval of the Manager of Managers Proposal will conform the Funds’ policies in this respect to the current policy of the funds in the RiverSource Family of Funds.

Although no changes to any Fund’s existing subadvisory arrangement are being recommended in connection with the Transaction, RiverSource expects to evaluate these relationships in the broader context of its manager of managers/subadviser program, including evaluating the capabilities of the existing subadvisers relative to the capabilities of other possible unaffiliated and affiliated subadvisers and the enhanced capabilities of RiverSource assuming the Closing of the Transaction. To the extent that evaluation results in a recommendation to change any such subadvisory relationship, either in connection with the Transaction or separately, that recommendation could not be implemented without Board approval.

Election of Trustees

The shareholders of each Fund are being asked to elect each Trust’s current Trustees to that Trust’s Board. The Governance Committee of each Board and each full Board have nominated the individuals listed in Proposal 4 for election to the Board, each to hold office for an indefinite term. Under Proposal 4, shareholders are being asked to vote on the Nominees. Pertinent information about each Nominee is set forth below under Proposal 4.

Conditions to Closing and Effectiveness of the Proposals

As set forth in the Purchase Agreement, the Closing is subject to certain terms and conditions, including, among other terms and conditions typical in this type of transaction, the receipt of: (1) approvals needed to transition investment management service responsibilities to Ameriprise and its affiliates with respect to an estimated level of annualized revenue as of the Closing that generally comprises at least 77.5% of the annualized revenue from such services as of June 30, 2009; and (2) approvals by the Boards and the boards of trustees of other registered investment companies in the Columbia Funds complex of advisory, administrative and certain other service arrangements. As is noted above, shareholders are NOT being asked to approve the Transaction. However, the effectiveness of Proposals 1, 2 and 3 is contingent on the Closing. In addition to being contingent on the Closing, Proposal 2 for a Subadvised Fund and Proposal 3 for each Fund are contingent on Proposal 1 with respect to that Fund being approved by shareholders.

Proposal 4 is not contingent on the Closing or on the approval of any other Proposal. Proposal 4 with respect to a Trust is not contingent on the approval of Proposal 4 for the other Trust.

Information Regarding RiverSource

RiverSource is registered as an investment adviser under the Investment Advisers Act of 1940, as amended. RiverSource offers a full spectrum of investment products to domestic and international retail, business, and institutional investors. As of September 30, 2009, RiverSource had approximately $145 billion in assets under management and managed 132 registered funds. RiverSource’s principal offices are located at 50506 Ameriprise Financial Center, Minneapolis, MN. For further information regarding RiverSource, see Appendix B.

Information Regarding the Subadvisers

Please see Appendix C for information regarding Marsico Capital, MacKay Shields and Brandes.

Affiliated Brokers

Please see Appendix D for information regarding the aggregate amount of commissions paid by each Fund to any affiliated brokers during its most recent fiscal year.

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Covenants Regarding Certain Conditions Under the 1940 Act

In connection with the Transaction, Ameriprise has agreed to use its reasonable best efforts to assure satisfaction of the conditions of Section 15(f) of the 1940 Act, which, in pertinent part, provides a safe harbor for the receipt by an investment adviser or any of its affiliated persons of any amount or benefit in connection with certain transactions, such as the Transaction, involving an assignment of an investment advisory agreement as long as two conditions are satisfied.

The first condition requires that no “unfair burden” be imposed on the investment company as a result of the Transaction, or as a result of any express or implied terms, conditions or understandings applicable to the Transaction. The term “unfair burden,” as defined in the 1940 Act, includes any arrangement during the two-year period after the assignment whereby the investment adviser (or predecessor or successor investment adviser), or any interested person of any such investment adviser, receives or is entitled to receive any compensation, directly or indirectly, from such investment company or its security holders (other than fees for bona fide investment advisory or other services) or from any person in connection with the purchase or sale of securities or other property to, from or on behalf of such investment company (other than bona fide ordinary compensation as principal underwriter). Ameriprise has agreed to exercise reasonable best efforts to assure that, for a period of two years after the Closing, there is not imposed on any Fund any “unfair burden” with respect to the Transaction.

The second condition requires that, during the three-year period immediately following the closing of such transactions, at least 75% of the investment company’s board of directors or trustees must not be “interested persons” (as defined in Section 2(a)(19) of the 1940 Act) of the investment adviser or predecessor investment adviser. Each Board currently satisfies, and the Nominees, if elected, would continue to satisfy, such 75% requirement. Ameriprise has agreed to use its reasonable best efforts to ensure continued satisfaction of the 75% requirement for the three-year period following the Closing.

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PROPOSAL 1 – APPROVE A NEW INVESTMENT MANAGEMENT SERVICES AGREEMENT

(All Funds)

The Board of each Fund is recommending the approval of the Proposed Advisory Agreement for that Fund. As is required by the 1940 Act, each Current Advisory Agreement provides for automatic termination upon its “assignment.” Under the 1940 Act, the completion of the Transaction will result in the assignment of each Fund’s Current Advisory Agreement, and in its automatic termination. Therefore, as is described below, shareholders of each Fund are being asked to approve the Proposed Advisory Agreement for their Fund.

The Proposed Advisory Agreements

For each Fund, the Proposed Advisory Agreement will become effective as of the later of (i) the Closing or (ii) the date shareholders of that Fund approve the Proposed Advisory Agreement. If the Closing does not take place, the Proposed Advisory Agreement will not become effective, and the Current Advisory Agreements will continue in effect. As is discussed in greater detail above under “General Overview – The Interim Advisory and Subadvisory Agreements”, the Trustees have approved an Interim Advisory Agreement for each Fund with RiverSource, which would become effective for a particular Fund at the Closing only if the Proposed Advisory Agreement for that Fund has not been approved by its shareholders prior to the Closing. Under an Interim Advisory Agreement, RiverSource could serve as investment adviser to a Fund for up to 150 days following the Closing.

Each Current Advisory Agreement was last approved for continuance by the Board, including a majority of the Independent Trustees, on November 5, 2009. The date on which each Fund’s Current Advisory Agreement was last approved by shareholders is provided in Appendix E.

Information about the fee rates payable by each Fund under the Current Advisory Agreements and the Proposed Advisory Agreement is provided in Appendix G. Amounts paid by each Fund to Columbia, or to an affiliate of Columbia, during the Fund’s last fiscal year are set forth in Appendix H.

Description of the Proposed and Current Advisory Agreements

The total scope of services to be provided by RiverSource under the Proposed Advisory Agreement and the new administration agreement is substantially the same as that contemplated by each Fund’s Current Advisory Agreement and current administrative services agreement. In this regard, the overall terms of the Proposed Advisory Agreement are substantially the same as those of each Current Advisory Agreement, and the fee rates are identical. The Proposed Advisory Agreement, however, will have a new effective date, provide for a two-year initial term, reflect RiverSource as the new adviser and include certain language and other changes as described below. The form of the Proposed Advisory Agreement is provided in Appendix F-1 to this Joint Proxy Statement and the description of terms in this section is qualified in its entirety by reference to Appendix F-1. The Proposed Advisory Agreement and Current Advisory Agreements are sometimes referred to in this section as the “Agreements.”

Investment Advisory Services. Notwithstanding some differences in the specific language used to describe the services provided, the investment advisory services to be provided by RiverSource under the Proposed Advisory Agreement are substantially the same as those services provided by Columbia under the Current Advisory Agreements. In this regard, both the Proposed Advisory Agreement and the Current Advisory Agreements generally provide that, subject to oversight by the Board, the adviser agrees to: furnish the Fund continuously with investment advice; decide what securities are to be purchased, held or sold, consistent with investment objectives, strategies and policies; perform investment research; prepare and make available to the Board research and statistical data; and execute or cause the execution of purchase and sell orders.

Under each Agreement, the adviser, in executing portfolio transactions and selecting brokers or dealers for a Fund, agrees to seek best execution. In addition, under each Agreement, in assessing the best overall terms available for any transaction, the adviser may consider all factors it deems relevant, including, but not limited to, the price of the security being traded, the broker-dealer’s financial condition and execution capabilities, or research or other information actually furnished to the adviser. In addition, both the Proposed Advisory Agreement and the Current Advisory Agreements for Columbia Multi-Advisor International Equity Fund (“MAIEF”), Columbia Marsico Focused Equities Fund (“MFEF”) and Columbia Marsico Growth Fund (“MGF”) explicitly contemplate that the adviser may, except where otherwise directed by the Board, execute transactions or pay to a broker or dealer who provides brokerage and research services a commission for executing a portfolio transaction for the Fund that is in excess of the amount of commission another broker or dealer would have charged for effecting the transaction, to the extent consistent with applicable law.

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Each of the Agreements contemplates the use of subadvisers. The Proposed Advisory Agreement provides that RiverSource may subcontract for certain of the services described under that agreement, with the understanding that the quality and scope of services required to be provided under the agreement will not be diminished thereby and also with the understanding that RiverSource will obtain the approval of the Fund’s Board and/or its shareholders as required by applicable law, rules, regulations promulgated thereunder, the terms of the agreement, resolutions of the Board and RiverSource’s commitments. Additionally, RiverSource will be solely responsible for compensating any subadviser(s) for performing any of the duties delegated to them. The Current Advisory Agreements similarly provide that Columbia may delegate to subadvisers its duties under the agreements, provided that (a) Columbia continues to supervise and monitor the performance of the duties delegated to the subadviser, (b) such delegation does not relieve Columbia of its duties and obligations under the agreement, and (c) Columbia is solely responsible for compensating any subadvisers for services rendered.

With respect to RiverSource’s obligation to obtain the approval of a Fund’s shareholders prior to retaining, employing or changing subadvisers, please note that this Joint Proxy Statement also asks you to authorize RiverSource to appoint non-affiliated subadvisers and/or materially modify agreements with non-affiliated subadvisers without obtaining the approval of shareholders under most circumstances. In this regard, the Proposed Advisory Agreement requires that, to the extent that RiverSource subcontracts with any subadvisers under such proposal pursuant to certain exemptive relief granted by the SEC, RiverSource will retain overall supervisory responsibility for the general management and investment of the Fund. Subject to review and approval by the Board, RiverSource’s responsibilities in this regard include: setting the Fund’s overall investment strategies (consistent with the Fund’s then-current prospectus and statement of additional information); evaluating, selecting and recommending one or more subadvisers to manage all or a portion of the Fund’s assets; when appropriate, allocating and reallocating the Fund’s assets among multiple subadvisers; monitoring and evaluating the investment performance of subadvisers; and implementing procedures reasonably designed to ensure that subadvisers comply with the Fund’s investment objectives, policies and restrictions. (For more information about this proposal, see “Proposal 3 – Approve the Manager of Managers Proposal”.)

Both the Proposed Advisory Agreement and the Current Advisory Agreements for the Funds other than MAIEF, MFEF and MGF contemplate that the adviser will provide support or recommendations with respect to voting proxies and providing or withholding consents, solicited by or with respect to the issuers of securities owned by a Fund. The Proposed Advisory Agreement clarifies that RiverSource will vote proxies and provide or withhold consents, or provide support or recommendations with respect to voting proxies and providing or withholding consents, with respect to such securities. These duties are consistent with Columbia’s current practice under each of the Current Advisory Agreements, although the Current Advisory Agreements for MAIEF, MFEF and MGF do not specifically address proxy voting.

Each of the Agreements generally requires that all information provided by the Fund to the adviser and vice versa be treated as confidential and non-disclosable to third parties except under limited circumstances. Each of the Agreements generally requires books and records to be maintained by the adviser on behalf of the Fund.

The Current Advisory Agreements specify that Columbia will use the same skill and care in providing services under each agreement as it uses in providing services to other fiduciary accounts for which it has investment responsibilities. Although this provision does not specifically appear in the Proposed Advisory Agreement, all investment advisers, including RiverSource, as fiduciaries are expected to perform their investment responsibilities with skill and care.

Administrative Services. Each of the Funds has entered into an administrative services agreement with Columbia to provide general administrative services to the Funds. The Current Advisory Agreements provide that Columbia will carry out limited activities that could be deemed to be administrative services, which include transmitting trades to the custodian and, for MAIEF, MFEF and MGF, updating cash availability throughout the day as required and maintaining historical tax lots for each holding. The Current Advisory Agreements other than those for MAIEF, MFEF and MGF also require the adviser to assist in preparing all shareholder communications, including shareholder reports, and participating in shareholder relations.

These responsibilities will be shifted to an administration agreement for each Fund. Under these agreements, RiverSource, similar to Columbia currently, will provide all of the services and facilities that are necessary for or appropriate to the business and effective operation of the Fund that are not (a) provided by employees or other agents engaged by the Fund, or (b) required to be provided by any person pursuant to any other agreement or arrangement with the Fund. Unlike advisory agreements, administrative services agreements may be amended by the Board without stockholder approval, including to increase the fees payable thereunder. Although RiverSource has not proposed any such increase, RiverSource has indicated that it reserves its rights to propose such an increase to the Board in the future.

Fees. There is no change in the fee rates payable by any Fund. Under the Agreements, each Fund pays as full compensation for the services provided a fee that is based on a percentage of the average daily net assets of the Fund. Each

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Agreement provides for the fees to be accrued daily and paid monthly, though the Proposed Advisory Agreement adds that daily accruals can be modified by the Board, consistent with each Fund’s prospectus and statement of additional information. The schedules of fee rates for each Fund under the Proposed Advisory Agreement and the Current Advisory Agreements are set forth in Appendix G to this Joint Proxy Statement. Amounts paid by each Fund to Columbia, or to an affiliate of Columbia, during the Fund’s last fiscal year also are set forth in Appendix H to this Joint Proxy Statement. RiverSource also has committed that it will continue the management and other fee waiver arrangements currently in place for the Funds for at least their current durations, as set forth in their current prospectuses.

Payment of Expenses. The Proposed Advisory Agreement requires RiverSource to furnish at its expense the office space, supplies, facilities, equipment, clerical help and other personnel and services required to render its advisory services and to pay the compensation of the trustees or officers of the Fund who are directors, officers or employees of RiverSource (except to the extent the Board shall have specifically approved the payment by the Fund of all or a portion of such compensation (e.g., for a Fund’s chief compliance officer). The Proposed Advisory Agreement specifically notes that, except to the extent expressly assumed by RiverSource under the agreement and except to the extent required by law to be paid or reimbursed by RiverSource, RiverSource will have no duty to pay any Fund operating expenses incurred in the organization and operation of the Fund. This is generally the same arrangement as to payment of expenses as is set forth in the Current Advisory Agreements.

Limits of Liability. Under the Proposed Advisory Agreement, and subject to the federal securities laws, neither RiverSource, nor any of its directors, officers, partners, principals, employees, or agents will be liable for any acts or omissions or for any loss suffered by the Fund or its stockholders or creditors, except for a loss resulting from willful misfeasance, bad faith or negligence on its part in regard to the performance of duties under the agreement or reckless disregard of its obligations or duties. The Proposed Advisory Agreement adds a clarification that RiverSource and its directors, officers, partners, principals, employees and agents will be entitled to reasonably rely upon any information or instructions furnished to it (or the individuals) by the Fund or its agents which is believed in good faith to be accurate and reliable. In addition, the Proposed Advisory Agreement expressly provides that RiverSource does not guarantee any rate of return, market value or performance of any assets in the Fund.

The Current Advisory Agreements for all Funds except for MAIEF, MFEF and MGF similarly state that Columbia will not be liable for any loss suffered in connection with performance of the agreement, except for a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services, or a loss resulting from willful misfeasance, bad faith or negligence on the part of the adviser or any of its officers, directors, employees or agents in the performance of their duties or from reckless disregard by it of its obligations and duties. The Current Advisory Agreements for MAIEF, MFEF and MGF, however, state that Columbia will only be liable in the case of a loss resulting from its willful misfeasance, bad faith or gross negligence on the part of the adviser or of any of its officers, directors, employees or agents, in the performance of its duties or from reckless disregard by it of its obligations and duties. For MAIEF, MFEF and MGF, the Proposed Advisory Agreement would thus impose an arguably higher standard of care on the adviser, in that the adviser would potentially be liable to the Fund for “ordinary” negligence, rather than “gross” negligence. For all other Funds, the standard of care is the same under the Proposed Advisory Agreement and the Current Advisory Agreements.

Other Items. The Current Advisory Agreements prohibit Columbia from making loans for the purpose of purchasing or carrying Fund shares, and contain provisions requiring Columbia to conduct investment advisory services independent of commercial banking operations of affiliates. No similar provisions are included in the Proposed Advisory Agreement because, unlike Columbia, RiverSource does not have any commercial banking affiliates.

The Proposed Advisory Agreement deems RiverSource to be an independent contractor to the Fund with no authority to act or represent the Fund, except as expressly provided or authorized. It also affirmatively states that no transaction pursuant to the agreement will be affected by the fact that (a) Board members, officers, agents and/or shareholders of the Fund are or may be interested in RiverSource or any successor or assignee thereof, (b) directors, officers, stockholders or agents of RiverSource are or may be interested in the Fund, or (c) RiverSource or any successor or assignee thereof is or may be interested in the Fund, provided that neither RiverSource, nor any officer, board member or employee thereof or of the Fund knowingly sells to or buys from the Fund any property or security other than in accordance with applicable regulations, SEC orders or SEC guidance. Additionally, the Proposed Advisory Agreement requires that, at such time as the Proposed Advisory Agreement or any extension, renewal or amendment of such agreement or any similar agreement with any organization which has succeeded to the business of RiverSource is no longer in effect, the Fund will cease to use any name derived from the name of RiverSource or of any organization which shall have succeeded to RiverSource’s business as an investment adviser. No similar provisions are included in the Current Advisory Agreements.

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In addition, the Proposed Advisory Agreement states that the agreement will be governed by the internal substantive laws of the Commonwealth of Massachusetts without regard to the conflicts of laws principles thereof, while the Current Advisory Agreements are construed in accordance with Delaware law and the federal securities laws.

Duration and Termination. The Proposed Advisory Agreement provides for an initial term of two years from its effective date and, as required by the 1940 Act, will continue from year to year, until terminated by either party, only if specifically approved by (a) a vote of the majority of the outstanding shares of the Fund or by the vote of a majority of the Board and (b) by the vote of a majority of the Board members who are not “interested persons” as set forth under the 1940 Act and who are not parties to the agreement. The Current Advisory Agreements have identical provisions, but their initial two-year terms have already passed and, accordingly, they are renewable on an annual basis at this point in time. Both the Proposed Advisory Agreement and the Current Advisory Agreements state that the agreement will terminate automatically in the event of its assignment as defined under the 1940 Act, unless otherwise permitted by exemptive orders granted by the SEC exempting such assignments from the provisions of the 1940 Act requiring such termination. This proviso is not included in the Current Advisory Agreement for MAIEF, MFEF or MGF.

Required Vote and Recommendation

Approval of the Proposed Advisory Agreement on behalf of a Fund requires the affirmative vote of a “majority of the outstanding voting securities” of such Fund, which for this purpose means the affirmative vote of the lesser of (i) more than 50% of the outstanding voting securities of such Fund or (ii) 67% or more of the outstanding voting securities of such Fund present at the Meeting if more than 50% of the outstanding voting securities of such Fund are present at the Meeting in person or represented by proxy. All shares of a Fund vote together as a single class on this Proposal 1.

At a meeting held on December 21, 2009, the Board of each Fund approved the Proposed Advisory Agreement in respect of that Fund and voted to present the Proposed Advisory Agreement for shareholder approval.

THE BOARD OF YOUR FUND UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE APPROVAL OF THE PROPOSED ADVISORY AGREEMENT.

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PROPOSAL 2 – APPROVE NEW SUBADVISORY AGREEMENTS

(Subadvised Funds)

Shareholders of the following Funds are being asked to approve a Proposed Subadvisory Agreement with Marsico Capital for their respective Fund (the “Marsico Capital Subadvised Funds”):

Shareholders of the following Fund are being asked to approve a Proposed Subadvisory Agreement with MacKay Shields for their Fund (the “MacKay Shields Subadvised Fund”):

Shareholders of the following Funds are being asked to approve a Proposed Subadvisory Agreement with Brandes for their respective Fund:

The Board of Funds Trust is recommending the approval of the Proposed Subadvisory Agreement for each Subadvised Fund. As is required by the 1940 Act, each Current Subadvisory Agreement provides for automatic termination upon its “assignment.” Under the 1940 Act, the completion of the Transaction will result in the assignment of each Subadvised Fund’s Current Subadvisory Agreement, and in its automatic termination. Therefore, as is described below, shareholders of each Subadvised Fund are being asked to approve a Proposed Subadvisory Agreement for their respective Fund to assure continuity of subadvisory services by the same entity that currently subadvises the Fund.

The Proposed Subadvisory Agreements

For each Subadvised Fund, the Proposed Subadvisory Agreement will become effective as of the later of (i) the Closing or (ii) the date shareholders of that Fund approve the Proposed Subadvisory Agreement, provided that, in each case, the Proposed Advisory Agreement for that Fund has been approved. If the Closing does not take place, the Proposed Subadvisory Agreement will not become effective, and the Current Subadvisory Agreements will continue in effect. As is discussed in greater detail above under “General Overview – The Interim Advisory and Subadvisory Agreements”, the Trustees have approved Interim Subadvisory Agreements with each of Marsico Capital, MacKay Shields or Brandes, as applicable. The Interim Subadvisory Agreement for a Subadvised Fund would be effective at the Closing only if the Proposed Subadvisory Agreement for that Fund has not been approved by its shareholders prior to the Closing. Under the Interim Subadvisory Agreements, Marsico Capital, MacKay Shields or Brandes, as applicable, could serve as subadvisers to the relevant Fund for up to 150 days following the Closing.

Each Current Subadvisory Agreement was last approved for continuance by Trustees, including a majority of the Independent Trustees, on November 5, 2009. The date on which each Subadvised Fund’s Current Subadvisory Agreement was last approved by shareholders is provided in Appendix E.

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Information about the fee rates payable under the Current Subadvisory Agreements and the Proposed Subadvisory Agreements is provided in Appendix G. Amounts paid by Columbia to Marsico Capital, MacKay Shields or Brandes, or to an affiliate of Marsico Capital, MacKay Shields or Brandes, during the Subadvised Fund’s last fiscal year are set forth in Appendix H.

Description of the Proposed and Current Subadvisory Agreements

The terms of each Proposed Subadvisory Agreement are substantially the same as those of each Current Subadvisory Agreement, and the fee rates are identical. The Proposed Subadvisory Agreements, however, will have a new effective date, provide for a two-year initial term, identify RiverSource as the new advisor and include wording and other changes as described below. The form of each Proposed Subadvisory Agreement is provided in Appendix F-2 to this Joint Proxy Statement and the description of terms in this section is qualified in its entirety by reference to Appendix F-2.

Investment Subadvisory Services. The investment subadvisory services to be provided by Marsico Capital, MacKay Shields and Brandes under the Proposed Subadvisory Agreements are substantially the same as those services provided by each of them under the Current Subadvisory Agreements. Both the Current and Proposed Subadvisory Agreements generally provide that, subject to the supervision of the adviser and Board, the subadviser provides investment advisory advice and portfolio management. In connection with this, the subadvisers will: manage, in their discretion, the investment and reinvestment of all assets, including determination of securities and other assets for investment; transmit trades; assist in the preparation of all shareholder communications; carry out each Fund’s investment policies and procedures; supply reports and other investment analysis and research to the adviser and to the Board as may reasonably be requested; and maintain all required books and records with respect to the investment decisions and securities transactions of each Fund.

The Current and Proposed Subadvisory Agreements provide that the subadviser will provide support to the Funds in conjunction with exercising voting rights or any other rights pertaining to each Fund’s portfolio securities. While the Current Subadvisory Agreements state that the subadviser will make determinations as to the manner in which voting rights and other rights pertaining to the Fund’s securities will be exercised, the Proposed Subadvisory Agreements clarify that the subadviser will exercise or provide support to the adviser or Trust in conjunction with exercising voting rights, rights to consent to Fund action and any other rights pertaining to each Fund’s portfolio securities.

In addition, both the Current and Proposed Subadvisory Agreements contemplate that the subadviser will use its best efforts to seek on behalf of a Fund the best overall terms available in selecting a broker or dealer to execute a particular portfolio transaction and that the subadviser may consider whether such broker or dealer furnishes research and other information or services to the subadviser when evaluating those terms. The Proposed Subadvisory Agreements each explicitly provides that, to the extent permitted by law and consistent with best execution obligations, the subadviser may execute transactions or pay to a broker-dealer a commission or markup in excess of that which another broker-dealer might have charged for executing a transaction provided that the subadviser determines in good faith that the execution is appropriate or the commission or markup is reasonable in relation to the value of the brokerage and/or research services provided, viewed in terms of either that particular transaction or the subadviser’s overall responsibilities to the Fund and other clients for which it acts as investment adviser. While this provision is not specifically included in the Current Subadvisory Agreements, the provision is consistent with each of the subadviser’s current practices.

The Current and Proposed Subadvisory Agreements for each subadvised fund also provide that the subadviser will not consult with any other subadviser with respect to any investment company in the same group of investment companies except for purposes of complying with certain regulatory requirements.

Fees. There is no change in the subadvisory fee rates. Under each Current and Proposed Subadvisory Agreement, the adviser pays the subadviser as full compensation for the services provided a monthly fee computed daily based on the average daily net assets of the Subadvised Fund(s) or, for the Marsico Capital Subadvised Funds, a percentage of the aggregate average daily net assets of certain of such Marsico Capital Subadvised Funds, or portions thereof as described in each such Fund’s prospectus and statement of additional information. Under both the Current Subadvisory Agreement and the Proposed Subadvisory Agreement with MacKay Shields, any reduction or reimbursement of the advisory fee paid by the MacKay Shields Subadvised Fund to Columbia would result in a proportional reduction or reimbursement in the sub-advisory fee paid to the MacKay Shields by Columbia. The schedules of fee rates for each Fund under its Current Subadvisory Agreement and Proposed Subadvisory Agreement are set forth in Appendix G to this Joint Proxy Statement. Amounts paid by Columbia to Marsico Capital, MacKay Shields and Brandes during each Fund’s last fiscal year are set forth in Appendix H.

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Limits of Liability. Under the Current and Proposed Subadvisory Agreements, the subadviser will only be liable for a loss resulting from a breach of its fiduciary duty with respect to its receipt of compensation for services, from willful malfeasance, bad faith or negligence on the part of the subadviser, or from reckless disregard of its obligations and duties under the agreement.

Duration and Termination. The Proposed Subadvisory Agreements provide for an initial term of two years from their effective date and, as required by the 1940 Act, will continue from year to year, until terminated by either party, only if specifically approved by (a) a vote of the majority of the outstanding shares of the Fund or by the vote of a majority of the Board and (b) by the vote of a majority of the Board members who are not “interested persons” as set forth under the 1940 Act and who are not parties to the agreement. The Current Subadvisory Agreements have identical provisions, but their initial two-year terms have already passed and, accordingly, they are renewable on an annual basis at this point in time.

Under each Current and Proposed Subadvisory Agreement, the adviser and relevant subadviser may terminate the agreement upon 60 days written notice to the other party. Each Current and Proposed Subadvisory Agreement may also be terminated by the Trust with respect to a Fund, by vote of the Board or by vote of a majority of outstanding voting securities, upon 60 days written notice to the other parties to the agreement.

Required Vote and Recommendation

Approval of a Proposed Subadvisory Agreement on behalf of each Subadvised Fund requires the affirmative vote of a “majority of the outstanding voting securities” of the Fund, which for this purpose means the affirmative vote of the lesser of (a) more than 50% of the outstanding voting securities of such Fund or (ii) 67% or more of the outstanding voting securities of such Fund present at the Meeting if more than 50% of the outstanding voting securities of such Fund are present at the Meeting in person or represented by proxy. All shares of a Fund vote together as a single class on this Proposal 2.

At a meeting held on December 21, 2009, the Board of each Subadvised Fund approved the Proposed Subadvisory Agreement in respect of that Fund and voted to present the Proposed Subadvisory Agreements for shareholder approval.

In addition to being contingent on the Closing, this Proposal 2 for a Subadvised Fund is contingent on Proposal 1 with respect to that Fund being approved by shareholders.

THE BOARD OF YOUR FUND UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE APPROVAL OF THE PROPOSED SUBADVISORY AGREEMENT.

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PROPOSAL 3 – APPROVE THE MANAGER OF MANAGERS PROPOSAL

(All Funds)

The Boards have approved, and recommends that shareholders approve, a proposal authorizing RiverSource to enter into and materially amend subadvisory agreements in the future, with the approval of the Board, but without obtaining additional shareholder approval (the “Manager of Managers Proposal”).

The Manager of Managers Proposal

Shareholder Approval of Subadvisory Agreements. Federal securities laws generally require that shareholders approve agreements with a subadviser. Shareholder approval also is required if the terms of existing agreements are changed materially or if there is a change in control of the subadviser or investment manager. In order to obtain shareholder approval, the fund must call and conduct shareholder meetings, prepare and distribute proxy materials and solicit votes from shareholders. The process can be costly and time-consuming. Each Board believes that it is in shareholders’ best interests if the Board represents their interests in approving or rejecting recommendations made by RiverSource regarding subadvisers. This approach will avoid the costs and delays associated with holding shareholder meetings to obtain approval for future changes. This approach also will align the policies of the Funds with respect to the ability to implement subadvisory changes with those of most of the funds currently managed by RiverSource.

SEC Exemptive Order. On July 16, 2002, the SEC granted an order exempting Ameriprise from the federal securities law requirements to obtain shareholder approval regarding unaffiliated subadvisers (the “SEC Exemptive Order”). The SEC Exemptive Order permits RiverSource to hire new subadvisers, to rehire existing subadvisers that have experienced a change in control and to amend subadvisory agreements, with the approval of the board of the affected fund, but without the approval of shareholders, provided shareholders approve RiverSource’s authority to take such action. The SEC Exemptive Order is available to all funds advised by RiverSource, which would include, if Proposal 1 is approved and implemented, the Funds.

Under the SEC Exemptive Order, the affected funds and RiverSource are subject to several conditions imposed by the SEC to ensure that the interests of the funds’ shareholders are adequately protected. Among these conditions are that within 90 days of the hiring of a new subadviser, a fund will provide shareholders with an information statement that contains substantially the same information about the subadviser, the subadvisory agreement and the subadvisory fee that the fund would otherwise have been required to send to shareholders in a proxy statement.

Shareholder approval of the Manager of Managers Proposal will not result in an increase or decrease in the total amount of investment advisory fees that would be paid by the Funds to RiverSource.

The SEC Exemptive Order would be available in the following situations, among others, if the Manager of Managers Proposal is approved:

Board Considerations Regarding Approval of the Manager of Managers Proposal

The Board of each Fund believes that it is in the best interest of the Funds and their shareholders to afford RiverSource the flexibility to provide investment advisory services to each Fund through one or more subadvisers that have particular expertise in the type of investments in which a Fund invests.

As is described above, without the ability to utilize the SEC Exemptive Order, in order for RiverSource to appoint a new subadviser or modify a subadvisory agreement materially, a Board must call and hold a shareholder meeting of that Fund, create and distribute proxy materials and solicit votes from the Fund’s shareholders. This process is time consuming and costly. Without the delay inherent in holding shareholder meetings, RiverSource would be able to act more quickly to appoint a new subadviser if and when a Board and RiverSource believe that the appointment would benefit the Fund. Each Board believes that granting RiverSource (subject to review and approval by the Board) maximum flexibility to select subadvisers, without incurring the delay or expense of obtaining further shareholder approval, is in the best interest of shareholders because it will allow each Fund to operate more efficiently.

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In addition, the Board believes that it is appropriate to vest the selection of subadvisers in RiverSource (subject to review and approval by the Board) in light of RiverSource’s investment advisory expertise and its experience in selecting subadvisers. The Board believes that if in the future it becomes appropriate to add or change a subadviser to your Fund, it can access this expertise and experience in ways that can add value to the Fund and its shareholders.

Although no changes to any Fund’s existing subadvisory relationships are being recommended in connection with the Transaction, RiverSource expects to evaluate these relationships in the broader context of its manager of managers/subadviser program, including evaluating the capabilities of the existing subadvisers relative to the capabilities of other possible unaffiliated and affiliated subadvisers and the enhanced capabilities of RiverSource assuming the Closing of the Transaction. To the extent that evaluation results in a recommendation to change any such subadvisory relationship, either in connection with the Transaction or separately, that recommendation could not be implemented without Board approval.

Finally, the Board believes that it will retain sufficient oversight of each Fund’s subadvisory arrangements to seek to ensure that shareholders’ interests are protected whenever RiverSource selects a subadviser or modifies a subadvisory agreement. The Board will continue to evaluate and to approve all proposed subadvisory agreements, as well as any proposed modifications to existing subadvisory agreements. In doing so, the Trustees will analyze such factors that they consider to be relevant to the determination. As with each Fund’s investment management services agreement, the terms of each subadvisory agreement will include those required by applicable provisions of the 1940 Act, except for the specific provisions of the 1940 Act from which the SEC Exemptive Order provides relief.

Required Vote and Recommendation

Approval of the Manager of Managers Proposal for each Fund requires the affirmative vote of a “majority of the outstanding voting securities” of the Fund, which for this purpose means the affirmative vote of the lesser of (a) more than 50% of the outstanding voting securities of such Fund or (ii) 67% or more of the outstanding voting securities of such Fund present at the Meeting if more than 50% of the outstanding voting securities of such Fund are present at the Meeting in person or represented by proxy. All shares of a Fund vote together as a single class on this Proposal 3.

At a meeting held on December 21, 2009, the Board of each Fund voted to present the Manager of Managers Proposal for shareholder approval.

In addition to being contingent on the Closing, this Proposal 3 for a Fund is contingent on Proposal 1 with respect to that Fund being approved by shareholders.

THE BOARD OF YOUR FUND UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE APPROVAL OF THE MANAGER OF MANAGERS PROPOSAL.

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PROPOSAL 4 – ELECTION OF TRUSTEES

(All Funds)

The shareholders of each Trust are being asked to elect Trustees pursuant to a voluntary undertaking by Columbia in connection with the SEC’s Order in the Matter of Banc of America Capital Management, LLC, BACAP Distributors, LLC, and Banc of America Securities, LLC, dated February 9, 2005 (the “SEC Order”) that, commencing in 2005, certain funds advised by Columbia would hold a shareholder meeting at least every fifth calendar year to elect their board of trustees. Although the Trusts are not parties to the SEC Order, they voluntarily adhere to certain governance measures designed to maintain the independence of the Board, including holding a meeting of shareholders to elect trustees at least every five years. The Governance Committee of each Board, and each full Board, have nominated the individuals listed below for election to each Board, each to hold office for an indefinite term. A Trustee’s term may terminate by the election of his or her successor, by the termination of a Trust, or by his or her death, resignation, removal, retirement or incapacity. Each Nominee currently serves as a Trustee of each Trust. The same individuals serve as Trustees of each Trust.

At a meeting held on December 21, 2009, the Governance Committee of each Board nominated and recommended the Independent Nominees (defined below) to the Independent Trustees. At a meeting held on December 21, 2009, the Independent Trustees accepted, nominated and recommended to each full Board the Independent Nominees. In addition, at a meeting held on December 21, 2009, each Board received and unanimously nominated the Independent Nominees presented by the Independent Trustees, nominated the Interested Nominee (defined below), and voted to present each of the Independent Nominees and the Interested Nominee to shareholders for election as Trustees. Each Board currently has no reason to believe that any Nominee will become unavailable for election as a Trustee, but if that should occur before the Meeting, the proxies will be voted for such other Nominees as each Governance Committee and each Board may select.

A Nominee is deemed to be “independent” to the extent the Nominee is not an “interested person” of a Trust, as that term is defined in Section 2(a)(19) of the 1940 Act (the “Independent Nominees”). The Independent Nominees are Edward J. Boudreau, Jr., William P. Carmichael, William A. Hawkins, R. Glenn Hilliard, John J. Nagorniak and Minor M. Shaw.

The Funds currently treat Anthony M. Santomero (the “Interested Nominee”) as an “interested person” of the Funds because he serves as a director of Citigroup, Inc. and Citibank, N.A. Citigroup, Inc., through its subsidiaries and affiliates, including Citibank, N.A., may engage from time-to-time in brokerage execution, principal transactions and/or lending relationships with the Funds or other funds or accounts advised/managed by Columbia and/or any Subadviser.

If the Nominees are elected by shareholders, at least 75% of each Board’s Trustees will continue to be Independent Trustees. The Nominees would serve as Trustees in accordance with the organizational documents of each Trust. Each Trustee currently serves for an indefinite term. A Trustee’s term may terminate by the election of his or her successor, by the termination of a Trust, or by his or her death, resignation, removal, retirement or incapacity. Pursuant to each Trust’s current organizational documents, no person shall be qualified to stand for election or appointment as a Trustee if such person has already reached the age of 72. Each Trustee shall retire from service on the Board no later than the end of the calendar year in which such Trustee reaches age 72.

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Information Regarding the Nominees

Background information regarding each of the Nominees follows.

Independent Nominees:

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Current Status of Trustees

Messrs. Boudreau, Carmichael, Hawkins and Hilliard and Ms. Shaw were elected to the Board of Funds Trust by shareholders most recently in 2005. Columbia Funds Series Trust II commenced offering shares on June 1, 2006. The Trustees were appointed by an initial trustee to serve on the Board of Columbia Funds Series Trust II. Messrs. Nagorniak and Santomero were appointed by each Board after having been nominated by each Governance Committee in 2008. Together, such Trustees comprise the entirety of each Board. All are standing for election at the Meeting and have agreed to continue to serve if elected. The Board of Columbia Funds Series Trust met on eighteen occasions during the year ended December 31, 2009; the Board of Columbia Funds Series Trust II met on fifteen occasions during the year ended December 31, 2009.

Beneficial Ownership of Shares of Each Fund

Appendix I to this Joint Proxy Statement provides information, as of September 30, 2009 (unless otherwise indicated), about the beneficial ownership by the Nominees of equity securities of each Fund.

Current Committees of the Board

Each Trust has four standing committees, which are 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 Trust, and a Fund’s investment adviser(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 each Fund, and the independent registered public accounting firm is responsible for auditing those financial statements. Management also is responsible for maintaining appropriate systems for 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 each Fund prior to the engagement of such independent auditor; (iii) pre-approve all audit and non-audit services provided to each 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 Securities Exchange Act of 1934, as amended (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. None of the Audit Committee members is an “interested person” of the Trusts (as defined in the 1940 Act). The Audit Committee met on five occasions during the year ended December 31, 2009.

The functions of the Contracts Review Committee, as set forth in its charter, include, among other things: (i) managing and coordinating the process by which the Board reviews service provider contracts, including advisory and subadvisory agreements; (ii) managing and coordinating the process by which the Board considers relevant factors regarding the investment advisory and subadvisory agreements; and (iii) managing and coordinating the process by which the Board considers new service arrangements and alternatives to existing contractual arrangements. 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. With the exception of the Interested Trustee, none of the Contracts Review Committee members is an “interested person” of the Trusts (as defined in the 1940 Act). The Contracts Review Committee met on five occasions during the year ended December 31, 2009.

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The functions of the Governance Committee, as set forth in its charter, include: (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. None of the Governance Committee members is an “interested person” of the Trusts (as defined in the 1940 Act). The Governance Committee met on seven occasions during the year ended December 31, 2009.

The charter of the Governance Committee is provided in Appendix J. The Governance Committee’s policy with respect to considering director candidates recommended by shareholders and the procedures to be followed by shareholders in submitting such recommendations are set forth in Section 3 of such charter. The Governance Committee has not established any specific minimum qualifications that must be met by a nominee or specific qualities or skills that the Governance Committee believes are necessary for one or more of the Trustees to possess.

The Governance Committee does not have a formal process for identifying and evaluating nominees, including nominees recommended by shareholders. Instead, it follows the process it deems appropriate under the circumstances.

The functions of the Investment Committee, as set forth in its charter, include 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 Columbia 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 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. With the exception of the Interested Trustee, none of the Investment Committee members is an “interested person” of the Trusts (as defined in the 1940 Act). The Investment Committee met on six occasions during the year ended December 31, 2009.

Procedures for Communications to the Board

Shareholders who want to communicate with the Board or an individual Trustee must send written communications to c/o The Secretary of Columbia Funds Series Trust and/or Columbia Funds Series Trust II, One Financial Center, Boston, MA 02111, addressed to the Board of Trustees of the Fund or the individual Trustee. The Secretary may determine not to forward to the Boards any letter that does not relate to the business of a Fund

Executive Officers of the Funds

Information about the executive officers of the Funds is included in Appendix K to this Joint Proxy Statement.

Remuneration for Trustees and Officers

The Trustees, each of which is not an employee of Columbia or its affiliates, each receives an annual retainer fee of $110,000, which is shared by all the investment companies overseen by such Trustees. In addition, the Trustees are currently paid a total of $15,000 per Board meeting ($2,500 for telephonic attendance at certain meetings), the amount of which is shared by all the investment companies overseen by such Trustees. The respective chairs of the Boards and committees receive additional compensation for serving in such capacities. The Trustees are also reimbursed for the expenses of attending meetings.

Total fees paid by each Fund to the current Trustees for the Fund’s last fiscal year are outlined in Appendix L to this Joint Proxy Statement.

Columbia pays all salaries of officers of each Trust, except for the Funds’ Chief Compliance Officer, a portion of whose salary is paid by the Trusts.

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Required Vote and Recommendation

Election of Trustees requires the vote of a plurality of the votes cast at the Meeting by or on behalf of shareholders of each Trust at which a quorum is present or represented by proxy.

Effectiveness of this Proposal 4 is not contingent on the Closing or on the approval of any other Proposal. Proposal 4 with respect to a Trust is not contingent on the approval of Proposal 4 for the other Trust.

THE BOARD OF YOUR FUND UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF ALL NOMINEES.

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OTHER INFORMATION

Current Service Providers

Columbia, located at One Financial Center, Boston, Massachusetts 02111, serves as the investment adviser and administrator of the Funds. Columbia Management Distributors, Inc., also located at One Financial Center, Boston, Massachusetts 02111, serves as the principal underwriter of the Funds.

Other Matters to Come Before the Meeting

Management of the Funds does not know of any matters to be presented at the Meeting other than those described in this Joint Proxy Statement. If other business should properly come before the Meeting, the persons named as proxies will vote thereon in accordance with their best judgment.

Special Note for Shareholders of the Feeder Fund

The Feeder Fund is in a master/feeder structure where the Master Portfolio serves as the investment company in which the Feeder Fund invests all or substantially all of its net investable assets. One other feeder fund also owns interests in the Master Portfolio.

The interestholders of Master Trust, which are primarily the Feeder Fund and the other feeder funds of the Master Portfolio, also will be asked to: (i) approve a proposed investment management services agreement with RiverSource for the Master Portfolio; (ii) approve a proposed subadvisory agreement with Brandes for the Master Portfolio; (iii) approve the Manager of Managers Proposal; and (iv) elect the seven current Trustees to the Board (the Trustees of Funds Trust are the same individuals as the Trustees of Master Trust). As an interestholder in the Master Portfolio, the Feeder Fund is “passing-through” the vote to Feeder Fund shareholders for the Proposals via this proxy solicitation, and will vote its interests in the Master Portfolio in the same proportion as shares of Feeder Fund shareholders for which it receives proper instructions for. In this manner, shareholders of the Feeder Fund also will indirectly consider and vote on each of the Proposals with respect to the Master Portfolio and Master Trust.

With respect to the Feeder Fund, Election of Trustees (Proposal 4) requires the affirmative vote of the majority of outstanding voting securities of Master Trust present at the Meeting.

As is noted above, in order to avoid confusion in terms throughout this Joint Proxy Statement, the terms Fund and Master Portfolio are sometimes used interchangeably. Also, any approvals made by the Board of the Funds Trust on behalf of the Feeder Fund that are discussed in this Joint Proxy Statement, also were made by the Board of Master Trust on behalf of the Master Portfolio.

Annual Meetings and Shareholder Proposals

Each Trust does not regularly hold annual meetings of shareholders but may from time to time schedule special meetings. The SEC Order contemplates that each Board will call meetings of shareholders at least every five years, at which shareholders will be asked to elect Trustees. Each Board’s Governance Committee typically will consider Trustee candidates submitted by shareholders or from other sources as it deems appropriate. Any recommendation should be submitted to Columbia Funds, c/o Secretary, at the principal address shown on its most current registration statement. Any submission should include, at a minimum, the following information as to each individual proposed for election as a Trustee: the name, age, business address, residence address and principal occupation or employment of such individual, the class, series and number of shares of stock of any Fund that are beneficially owned by such individual, the date such shares were acquired and the investment intent of such acquisition, whether such shareholder believes such individual would or would not qualify as an Independent Trustee, and information regarding such individual that is sufficient, in the discretion of the Governance Committee, to make such determination, and all other information relating to such individual that is required to be disclosed in solicitation of proxies for election of Trustees in an election contest (even if an election contest is not involved) or is otherwise required, in each case pursuant to Regulation 14A (or any successor provision) under the 1934 Act, and the rules thereunder (including such individual’s written consent to being named in the proxy statement as a nominee and to serving as a Trustee (if elected)).

Shareholder submissions will be considered for inclusion in the proxy statement only if submitted by a date not earlier than the 365th calendar day before, and not later than the 60th calendar day before, the date on which a Board has set a meeting date for the shareholder meeting at which the election of Trustees is to be considered. The anticipated date of the next meeting to elect Trustees is March 2015. The submission of a proposal does not guarantee its inclusion in a proxy statement and is subject to the limitations of the federal securities laws. Shareholders may submit proposals in writing c/o The Secretary of Columbia Funds Series Trust and/or Columbia Funds Series Trust II, One Financial Center, Boston, Massachusetts 02111-2621.

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Principal Shareholders

Appendix M to this Joint Proxy Statement lists the persons that, to the knowledge of the Funds, owned beneficially 5% or more of the outstanding shares of any class of any Fund as of the Record Date. A shareholder who owns beneficially, directly or indirectly, more than 25% of any Fund’s voting securities is presumed to be a “control person” (as defined in the 1940 Act) of such Fund. The Trustees and officers of each Fund, in the aggregate, owned less than 1% of each class of each Fund’s outstanding shares as of the Record Date.

Expenses and Solicitation Activities

The expenses incurred in connection with the solicitation of proxies for the Meeting, including preparation, filing, printing, mailing and solicitation expenses, legal fees, out-of-pocket expenses and expenses of any proxy solicitation firm, will be paid separately by BAC and Ameriprise pursuant to the terms of the Purchase Agreement, and not by the Funds. In addition to the use of the mails, proxies may be solicited personally or via facsimile, telephone or the Internet by Trustees, officers and employees of the Trusts, Columbia and certain of its affiliates and RiverSource and certain of its affiliates, and BAC and Ameriprise may reimburse persons holding shares in their names or names of their nominees for their expenses in sending solicitation material to their beneficial owners. The Funds have engaged Computershare Fund Services, 280 Oser Avenue, Hauppauge, NY 11788 to assist in soliciting at an estimated cost of approximately $2,468,290, which will be paid by BAC and Ameriprise. The material terms of the contract with Computershare Fund Services are [—].

Proxy Statement Delivery

“Householding” is the term used to describe the practice of delivering one copy of a document to a household of shareholders instead of delivering one copy of a document to each shareholder in the household. Shareholders of the Funds who share a common address and who have not opted out of the householding process should receive a single copy of the Joint Proxy Statement together with one Proxy Card for each account. If you received more than one copy of the Joint Proxy Statement, you may elect to household in the future; if you received a single copy of the Joint Proxy Statement, you may opt out of householding in the future; and you may, in any event, obtain an additional copy of this Joint Proxy Statement by writing to the appropriate Fund at the following address: One Financial Center, Boston, Massachusetts 02111.

Shareholder Reports

The Funds’ most recent semi-annual and annual reports previously have been mailed to shareholders. Each Fund will furnish, without charge, a copy of its most recent annual report and, if available, its most recent semiannual report subsequent to such annual report, to its shareholders on request. Additional copies of any of these documents are available 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. All of these documents also are filed with the SEC and available on the SEC’s website at www.sec.gov.

PROMPT EXECUTION AND RETURN OF THE ENCLOSED PROXY CARD IS REQUESTED. A PRE-ADDRESSED, POSTAGE-PAID ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE, AND TELEPHONE AND INTERNET VOTING IS AVAILABLE.

It is important that you authorize proxies promptly. All shareholders, including those who expect to attend the Meeting in person, are urged to authorize their proxy as soon as possible by accessing the Internet site listed on the enclosed proxy card, by calling the toll-free number listed on the enclosed proxy card, or by mailing the enclosed proxy card in the enclosed return envelope, which requires no postage if mailed in the United States. To enter the Meeting, you

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will need proof of ownership of the shares of the relevant Fund, such as your proxy card (or a copy thereof) or, if your shares are held of record by a financial intermediary, such as a broker, or nominee, a proxy card from the record holder or other proof of beneficial ownership, such as a brokerage statement showing your holdings of the shares of the relevant Fund.

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APPENDIX A

Shares Outstanding

As of the Record Date, each Fund had outstanding the following number of shares of the classes indicated below, which in each case equals the number of votes to which the shareholders of such class of such Fund are entitled.

[—]

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APPENDIX B

More Information on RiverSource and Columbia

RiverSource currently manages certain funds with investment objectives similar to those of the Funds. The table below sets forth each such fund, its net assets as of [—], the management fee, and any currently effective management fee reimbursements or waivers.

[—]

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B-2

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RiverSource’s principal executive officers and directors and the principal occupation of each are shown below. The address of each such principal executive officer and director is c/o RiverSource Investments, LLC, 200 Ameriprise Financial Center, Minneapolis, MN.

[—]

B-3

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[—]

Columbia’s principal executive officers and directors and the principal occupation of each are shown below. The address of each such principal executive officer and director is One Financial Center, Boston, MA 02111.

B-4

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B-5

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B-6

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APPENDIX C

Information Regarding the Subadvisers

[—]

Marsico Capital Management, LLC, 1200 17th Street, Suite 1600, Denver, CO 80202

Marsico Capital’s principal executive officers and directors and the principal occupation of each are shown below. The address of each such principal executive officer and director is 1200 17th Street, Suite 1600, Denver, CO 80202.

MacKay Shields LLC, 9 West 57th Street, 33rd Floor, New York, NY 10019

MacKay Shield’s principal executive officers and directors and the principal occupation of each are shown below. The address of each such principal executive officer and director is 9 West 57th Street, 33rd Floor, New York, NY 10019.

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Brandes Investment Partners, L.P., 11988 El Camino Real, Suite 500, San Diego, CA 92130

Brandes’ principal executive officers and directors and the principal occupation of each are shown below. The address of each such principal executive officer and director is 11988 El Camino Real, Suite 500, San Diego, CA 92130.

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APPENDIX D

Affiliated Brokerage Commissions

The Funds paid no brokerage commissions to affiliated broker/dealers during its most recent fiscal year, except as shown in the following chart¹ . Align

D-1

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APPENDIX E

Dates on Which Current Advisory Agreement and Current Subadvisory Agreements

Were Last Approved by Shareholders

Current Advisory Agreement