UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant þ
Filed by a Party other than the Registrant o

Check the appropriate box:

o Preliminary Proxy Statement
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
þ Definitive Proxy Statement
o Definitive Additional Materials
o Soliciting Material Pursuant to Section 240.14a-12

COLUMBIA SELIGMAN PREMIUM TECHNOLOGY GROWTH FUND, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

þ		No fee required
o		Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11

	1)		Title of each class of securities to which transaction applies:
	2)		Aggregate number of securities to which transaction applies:
	3)		Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	4)		Proposed maximum aggregate value of transaction:
	5)		Total fee paid:

o

Fee paid previously with preliminary materials.

o

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

	1)		Amount Previously Paid:
	2)		Form, Schedule or Registration Statement No.:
	3)		Filing Party:
	4)		Date Filed:

 

Columbia Seligman Premium Technology Growth Fund, Inc.

 

225 Franklin Street

Boston, Massachusetts 02110

Toll-Free Telephone (800) 937-5449

 

Notice of Annual Meeting of

Stockholders to be held on April 14, 2011

 

To the Stockholders:

 

The First Annual Meeting of Stockholders (the “Meeting”) of Columbia Seligman Premium Technology Growth Fund, Inc. (formerly, Seligman Premium Technology Growth Fund, Inc.), a Maryland corporation (the “Fund”), will be held at The Marquette Hotel, 710 Marquette Avenue, Minneapolis, Minnesota 55402, on April 14, 2011, at 1 p.m., local time, for the following purposes:

 

 

 

all as more fully set forth in the Proxy Statement accompanying this Notice. You will need proof of record ownership of the Fund’s stock to enter the Meeting or, if your shares are held in street name, a proxy from the record holder.

 

The close of business on February 16, 2011 has been fixed as the record date for the determination of Stockholders entitled to notice of, and to vote at, the Meeting or any adjournment or postponement thereof.

 

Your vote is very important. Whether or not you plan to attend the Meeting, and regardless of the number of shares you own, we urge you to vote by promptly signing, dating and returning the enclosed Proxy Card, or by authorizing your proxy by telephone or the Internet as described in the enclosed Proxy Card.

 

If you have any questions or need additional information, please contact Georgeson Inc., the Fund’s proxy solicitors, at 199 Water Street, New York, New York 10038, or by telephone at 1-888-206-0860.

 

By order of the Board of Directors,

 

Scott R. Plummer

Secretary

 

Dated: Minneapolis, MN, February 18, 2011

 

 

YOUR VOTE IS IMPORTANT
NO MATTER HOW MANY SHARES YOU OWN.

 

You may authorize your proxy by telephone, the Internet, or by completing, dating and signing the enclosed Proxy Card, and returning it in the envelope provided, which is addressed for your convenience and needs no postage if mailed in the United States. In order to avoid the additional expense of further solicitation, we ask your cooperation in authorizing your proxy promptly by telephone, the Internet, or by mailing the enclosed Proxy Card promptly.

 

February 18, 2011

 

Columbia Seligman Premium Technology Growth Fund, Inc.

 

225 Franklin Street

Boston, Massachusetts 02110

 

PROXY STATEMENT

 

Annual Meeting of Stockholders to be held on April 14, 2011

 

This Proxy Statement is furnished to you in connection with the solicitation of Proxies by Columbia Seligman Premium Technology Growth Fund, Inc. (formerly, Seligman Premium Technology Growth Fund, Inc.), a Maryland corporation (the “Fund”), to be used at the First Annual Meeting of Stockholders (the “Meeting”) to be held at The Marquette Hotel, 710 Marquette Avenue, Minneapolis MN 55402, on April 14, 2011 at 1 p.m., local time. It is expected that the Notice of Annual Meeting, Proxy Statement and form of Proxy will first be mailed to Stockholders on or about February 25, 2011.

 

If you properly authorize your proxy by 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, and any postponement or adjournment thereof. 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 election of the three Directors named in Proposal 1 and (ii) FOR the ratification of the selection of an independent registered public accounting firm for the Fund (Proposal 2). Your votes will be cast in the discretion of the Proxy holders on any other matter that may properly have come before the Meeting and any postponement or adjournment thereof, including, but not limited to, proposing and/or voting on the adjournment or postponement of the Meeting with respect to one or more Board proposals in the event that sufficient votes in favor of any Board proposal are not received. If you execute, date and submit a proxy card that is received by the Fund prior to the Meeting, you may revoke that proxy or change it by written notice to the Fund (Attention: Secretary), by submitting a subsequently executed and dated proxy card, by authorizing your proxy by telephone or Internet on a later date or by attending the Meeting and casting your vote in person. 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 will not automatically revoke your prior proxy.

 

The close of business on February 16, 2011 has been fixed as the record date for the determination of Stockholders entitled to notice of, and to vote at, the Meeting and any adjournment or postponement thereof. On that date, the Fund had outstanding 15,066,671 shares of common stock, par value $0.01 per share (the “Common Stock”),

each share being entitled to one vote. 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, if any, will be considered present for the purpose of determining the presence of a quorum. For purposes of the vote on the election of each nominee for Director (Proposal 1), abstentions and broker non-votes, if any, with respect to a Director will have the same effect as a vote against that Director. For purposes of the vote on ratification of the selection of an independent registered public accounting firm (Proposal 2), abstentions and broker non-votes, if any, will have no effect on the result of the vote.

 

The presence in person or by proxy of Stockholders entitled to cast a majority of all the votes entitled to be cast at the Meeting shall constitute a quorum. In the event that a quorum is not present at the Meeting or, even if a quorum is so present, in the event that sufficient votes in favor of any Board proposal (including the election of each of the Board’s nominees for Director) are not received and tabulated prior to the time the Meeting is called to order, the chairman of the Meeting may adjourn the Meeting with no notice other than an announcement at the Meeting and further solicitation may be made with respect to such Board proposal. If a vote to adjourn the Meeting with respect to one or more of the Board’s proposals is called, the votes of Stockholders indicating a vote for, or not providing instructions with respect to, a Board proposal in their Proxies will be cast for adjournment with respect to that proposal and votes of Stockholders indicating a vote against such a Board proposal will be cast against adjournment with respect to that proposal.

 

Columbia Management Investment Advisers, LLC (“Columbia Management” or the “Manager”), a wholly owned subsidiary of Ameriprise Financial, Inc. (“Ameriprise Financial”), is the investment manager of the Fund. RiverSource Investments, LLC changed its name to Columbia Management Investment Advisers, LLC effective as of May 1, 2010, in connection with Ameriprise Financial’s acquisition of the long-term asset management business of Columbia Management Group, LLC and certain of its affiliated companies from Bank of America. Columbia Management also serves as administrative services agent for the Fund and provides or compensates others to provide administrative services to the Fund and the other funds in the Columbia Family of Funds. Prior to January 1, 2011, Ameriprise Financial served as administrative services agent for the Fund. Columbia Management is located at 100 Federal Street, Boston, MA 02110 and Ameriprise Financial is located at 1099 Ameriprise Financial Center, Minneapolis, Minnesota 55474.

 

The Fund will furnish, without charge, a copy of its most recent annual report and most recent semi-annual report to any Stockholder upon request by calling 1-800-937-5449.

 

American Stock Transfer & Trust Company, LLC (“AST”) is the Fund’s transfer agent, registrar, dividend disbursing and paying agent and stockholder servicing agent. AST is located at 6201 15^th Avenue, Brooklyn, New York 11219. If you have elected to receive one Proxy Statement for all accounts maintained by members of your household and such accounts are held directly with AST, AST will deliver promptly upon written request to AST at the address provided in the preceding sentence, a separate copy of the Proxy Statement for a separate account. If you are currently receiving multiple copies of

the Proxy Statement and wish, in the future, to receive only one copy for all accounts maintained by members of your household and your accounts are held directly with AST, please contact AST. If you maintain your Fund account through a financial intermediary and wish to make a change to the number of Proxy Statements received by you and members of your household, you must contact that financial intermediary.

 

Election of Directors
(Proposal 1)

 

The Fund’s stockholders elect members of the Fund’s Board of Directors (the “Board”) that oversee the Fund’s operations. The Board is presently comprised of ten Directors. Under the current Board policy, members generally serve until the end of the Board meeting following the mandatory retirement age established by the Board, or the fifteenth anniversary of the first Board meeting they attended as members of the Board. The Board is divided into three classes, which currently consists of two classes of three Directors and one class of four Directors. Members of each class hold office for a term of three years and until their successors are elected and qualify. The term of one class expires in each year.

 

At the Meeting, three Directors are to be elected. Mses. Patricia M. Flynn and Catherine James Paglia and Mr. Stephen R. Lewis, Jr., each of whose current term will expire at the 2011 Meeting, have been unanimously recommended by the Board Governance Committee of the Board for election to the class whose term will expire in 2014, and when their successors are elected and qualify.

 

It is the intention of the persons named in the accompanying form of Proxy to nominate and to cast your votes for the election of each of Mses. Flynn and Paglia and Mr. Lewis. Each nominee has agreed to serve if elected. There is no reason to believe that any of the nominees will become unavailable for election as a Director of the Fund, but if that should occur before the Meeting, votes will be cast for the persons the Board Governance Committee and the Board of Directors recommend.

 

Background information regarding Mses. Flynn and Paglia and Mr. Lewis, as well as the other Directors of the Fund, follows. Each member currently oversees 145 portfolios in the Columbia Family of Funds managed by Columbia Management, including the Fund.

 

Other Directors

 

The other Directors of the Fund who are not standing for election in 2011 are:

 

 

 

 

 

Beneficial Ownership of Shares of the Fund and Columbia Family of Funds

 

As of December 31, 2010, one Director beneficially owned shares of the Fund and each Director (and Nominee) beneficially owned shares of the other investment companies in the Columbia Family of Funds as follows:

 

 

As of December 31, 2010, all Directors and officers of the Fund as a group owned beneficially less than 1% of the Fund’s Common Stock.

 

Board Committees

 

The Board is chaired by an independent Director who has significant additional responsibilities compared to the other Board members, including, among other things: setting the agenda for Board meetings, communicating and meeting regularly with Board members between Board and committee meetings on Fund-related matters with the Fund’s Chief Compliance Officer, counsel to the independent Directors, and representatives of the Fund’s service providers and overseeing Board Services Corporation. The Board initially approved the investment management services agreement between the Fund and the Manager for a two-year term (the “Management Agreement”), and other contracts with the Manager, its affiliates and other service providers at an in-person meeting of the Board held on November 11-12, 2009. The Board monitors the level and quality of services including commitments of service providers to achieve expected levels of investment performance and stockholder services. In addition, the Board oversees that processes are in place to assure compliance with applicable rules, regulations and investment policies and addresses possible conflicts of interest. Annually, the Board evaluates the services received under the contracts by reviewing, among other things, reports covering investment performance, stockholder services, and the Manager’s profitability in order to determine whether to continue existing contracts or negotiate new contracts. The Board also oversees the

Fund’s risks, primarily through the functions (described below) performed by the Investment Review Committee, the Audit Committee and the Compliance Committee.

 

The Board of Directors met 11 times during the year ended December 31, 2010. The Board has organized the following standing committees to facilitate its work: Board Governance Committee, Compliance Committee, Contracts Committee, Executive Committee, Investment Review Committee and Audit Committee. These Committees are comprised solely of Directors who are not “interested persons” of the Fund as that term is defined in the Investment Company Act of 1940, as amended (the “1940 Act”) (i.e., they are independent directors). The table above providing biographical and other information about each Director also includes their respective committee memberships. The duties of these committees are described below.

 

Mr. Lewis, as Chairman of the Board, acts as a point of contact between the independent Directors and the Manager between Board meetings in respect of general matters.

 

Board Governance Committee.  Recommends to the Board the size, structure and composition of the Board and its committees; the compensation to be paid to members of the Board; and a process for evaluating the Board’s performance. The committee also makes recommendations to the Board regarding responsibilities and duties of the Board, oversees proxy voting and supports the work of the Chairman of the Board in relation to furthering the interests of the Fund and other funds in the Columbia Family of Funds and their shareholders on external matters. The committee also reviews candidates for Board membership, including candidates recommended by stockholders. This committee met 6 times during the year ended December 31, 2010.

 

To be considered as a candidate for director, recommendations must include a curriculum vitae and be mailed to the Chairman of the Board, Columbia Family of Funds, 901 Marquette Avenue South, Suite 2810, Minneapolis, MN 55402-3268. To be timely for consideration by the committee, the submission, including all required information, must be submitted in writing not less than 120 days before the date of the proxy statement for the previous year’s annual meeting of Stockholders. The committee will consider only one candidate submitted by such a Stockholder or group for nomination for election at a meeting of Stockholders. The committee will not consider self-nominated candidates or candidates nominated by members of the candidate’s family, including such candidate’s spouse, children, parents, uncles, aunts, grandparents, nieces and nephews. Stockholders who wish to submit a candidate for nomination directly to the Fund’s stockholders must follow the procedures described in the Fund’s Bylaws, as posted to the website www.columbiamanagement.com.

 

The committee will consider and evaluate candidates submitted by the nominating stockholder or group on the basis of the same criteria as those used to consider and evaluate candidates submitted from other sources. The committee may take into account a wide variety of factors in considering Director candidates, including (but not limited to): (i) the candidate’s knowledge in matters relating to the investment company industry; (ii) any experience possessed by the candidate as a director or senior officer

of other public or private companies; (iii) the candidate’s educational background; (iv) the candidate’s reputation for high ethical standards and personal and professional integrity; (v) any specific financial, technical or other expertise possessed by the candidate, and the extent to which such expertise would complement the Board’s existing mix of skills and qualifications; (vi) the candidate’s perceived ability to contribute to the ongoing functions of the Board, including the candidate’s ability and commitment to attend meetings regularly, work collaboratively with other members of the Board and carry out his or her duties in the best interests of the Fund; (vii) the candidate’s ability to qualify as an independent director; and (viii) such other criteria as the committee determines to be relevant in light of the existing composition of the Board and any anticipated vacancies or other factors.

 

Members of the committee (and/or the Board) also meet personally with each nominee to evaluate the candidate’s ability to work effectively with other members of the Board, while also exercising independent judgment. Although the Board does not have a formal diversity policy, the Board endeavors to comprise itself of members with a broad mix of professional and personal backgrounds. Thus, the committee and the Board accorded particular weight to the individual professional background of each independent Director as encapsulated in their bios included above.

 

The Board believes that the Fund is well-served by a Board, the membership of which consists of persons that represent a broad mix of professional and personal backgrounds. In considering nominations, the committee takes the following matrix into account in assessing how a candidate’s professional background would fit into the mix of experiences represented by the then-current Board.

 

 

With respect to the directorship of Mr. Truscott, who is not an independent Director, the committee and the Board have concluded that having a senior member of the Manager serve on the Board can facilitate the independent Directors’ increased access to information regarding the Manager, which is the Fund’s most significant service provider.

 

Compliance Committee.  This committee supports the Fund’s maintenance of a strong compliance program by providing a forum for independent Board members to

consider compliance matters impacting the Fund or its key service providers; developing and implementing, in coordination with the Fund’s Chief Compliance Officer (CCO), a process for the review and consideration of compliance reports that are provided to the Board; and providing a designated forum for the Fund’s CCO to meet with independent Board members on a regular basis to discuss compliance matters. This committee met 5 times during the year ended December 31, 2010.

 

Contracts Committee.  This committee reviews and oversees the contractual relationships with service providers and receives and analyzes reports covering the level and quality of services provided under contracts with the Fund. It also advises the Board regarding actions taken on these contracts during the annual review process. This committee met 6 times during the year ended December 31, 2010.

 

Executive Committee.  This committee acts for the Board between meetings of the Board. This committee did not meet during the year ended December 31, 2010.

 

Investment Review Committee.  This committee reviews and oversees the management of the Fund’s assets and considers investment management policies and strategies; investment performance; risk management techniques; and securities trading practices and reports areas of concern to the Board. This committee met 5 times during the year ended December 31, 2010.

 

Audit Committee.  This committee oversees the accounting and financial reporting processes of the Fund and internal controls over financial reporting and oversees the quality and integrity of the Fund’s financial statements and independent audits as well as the Fund’s compliance with legal and regulatory requirements relating to the Fund’s accounting and financial reporting, internal controls over financial reporting and independent audits. The committee also makes recommendations regarding the selection of the Fund’s independent registered public accounting firm (i.e., independent auditors) and reviews and evaluates the qualifications, independence and performance of such firm. The committee oversees the Fund’s risks by, among other things, meeting with the Fund’s internal auditors, establishing procedures for the confidential, anonymous submission by employees of concerns about accounting or audit matters, and overseeing the Fund’s Disclosure Controls and Procedures. This Committee acts as a liaison between the independent auditors and the full Board of Directors and must prepare an audit committee report. This committee operates pursuant to a written charter, a copy of which is available at the website www.columbiamanagement.com. The members of this committee are “independent” as required by applicable listing standards of the New York Stock Exchange. The report of the Audit Committee, as approved by the Board on February 16, 2011, is attached to this Proxy Statement as Appendix 1. This committee met 8 times during the year ended December 31, 2010.

 

Procedures for Communications to the Board of Directors

 

The Board of Directors has adopted a process for Stockholders to send communications to the Board. To communicate with the Board of Directors or an individual Director, a Stockholder must send written communications to Board Services

Corporation, 901 Marquette Avenue South, Suite 2801, Minneapolis, Minnesota 55402, addressed to the Board of Directors of Columbia Seligman Premium Technology Growth Fund, Inc. or the individual Director. All Stockholder communications received in accordance with this process will be forwarded to the Board of Directors or the individual Director.

 

Executive Officers of the Fund

 

Information with respect to Executive Officers, other than Mr. Truscott who is a Vice President, is as follows:

 

 

 

 

Remuneration of Directors and Officers

 

The independent Board members determine the amount of compensation that they receive, including the amount paid to the Chairman of the Board. In determining compensation for the independent Board members, the independent Board members take into account a variety of factors including, among other things, their collective significant work experience (e.g., in business and finance, government or academia). The independent Board members also recognize that these individuals’ advice and counsel are in demand by other organizations, that these individuals may reject other opportunities because the time demands of their duties as independent Board members, and that they undertake significant legal responsibilities. The independent Board members also consider the compensation paid to independent board members of other fund complexes of comparable size. In determining the compensation paid to the Chairman, the independent Board members take into account, among other things, the Chairman’s significant additional responsibilities (e.g., setting the agenda for Board meetings, communicating or meeting regularly with the Fund’s CCO, counsel to the independent Board members, and the Fund’s service providers), which result in a significantly greater time commitment required of the Chairman. The Chairman’s

compensation, therefore, has generally been set at a level between 2.5 and 3 times the level of compensation paid to the other independent Board members.

 

The independent Board members are paid an annual retainer of $125,000. Committee and sub-committee chairs each receive an additional annual retainer of $5,000. In addition, independent Board members are paid the following fees for attending Board and committee meetings: $5,000 per day of in-person Board meetings and $2,500 per day of in-person committee or sub-committee meetings (if such meetings are not held on the same day as a Board meeting). Independent Board members are not paid for special meetings conducted by telephone. The Board’s Chairman will receive total annual cash compensation of $430,000. The fees payable to the Chairman as well as the other fees described above that are payable to the other independent Board members are the aggregate director/trustee fees paid by all of the funds (other than any fund of funds) in the Columbia Family of Funds, including the Fund. These fees are accrued monthly based upon the relative net assets of these funds.

 

The independent Board members may elect to defer payment of up to 100% of the compensation they receive in accordance with a Deferred Compensation Plan (the “Deferred Plan”). Under the Deferred Plan, a Board member may elect to have his or her deferred compensation treated as if it had been invested in shares of one or more of the funds in the Columbia Family of Funds, and the amount paid to the Board member under the Deferred Plan will be determined based on the performance of such investments. Distributions may be taken in a lump sum or over a period of years. The Deferred Plan will remain unfunded for federal income tax purposes under the Internal Revenue Code of 1986, as amended. It is anticipated that deferral of Board member compensation in accordance with the Deferred Plan will have, at most, a negligible impact on the Fund’s assets and liabilities.

 

Total Directors’ fees paid by the Fund to the current independent Directors for the year ended December 31, 2010 were as follows:

 

 

In addition, the attendance, retainer, committee and/or sub-committee fees paid to a current Director of the Fund and from all funds in the Columbia Family of Funds (in their capacity as director/ trustee of such funds) during the year ended December 31, 2010 was as follows:

 

 

 

 

 

No compensation is paid by the Fund or other funds in the Columbia Family of Funds to Directors or officers of the Fund or other funds in the Columbia Family of Funds, as applicable, who are employees or officers of the Manager or its affiliates.

 

The Fund’s Bylaws require each Director to be elected by the affirmative vote of the holders of a majority of the votes entitled to be cast in the election of a Director.

 

Your Board of Directors Unanimously Recommends that the Stockholders Vote FOR
the Election of Each of the Nominees to Serve as Director of the Fund.

Ratification of Selection of Independent Registered Public Accounting Firm
(Proposal 2)

 

On January 13, 2011, the Audit Committee of the Board of Directors recommended, and the Board of Directors, including a majority of those members who are not “interested persons” of the Fund (as defined in the 1940 Act), approved Ernst & Young LLP as the independent registered public accounting firm to serve as auditors for the Fund for 2011. Ernst & Young LLP began service as the Fund’s independent registered public accounting firm in connection with the launch of the Fund in November 2009. The firm of Ernst & Young LLP has extensive experience in investment company accounting and auditing. Ernst & Young LLP has served as the independent registered public accounting firm for the funds in the Columbia Family of Funds since July 2007.

 

Neither the Fund’s Charter nor the Fund’s Bylaws require that the Stockholders ratify the selection of Ernst & Young LLP as the Fund’s independent registered public accounting firm. The Board of Directors is submitting this matter to the Stockholders as a matter of good corporate practice. If the Stockholders do not ratify the selection, the Audit Committee of the Board will reconsider whether or not to retain Ernst & Young LLP, but may determine to nonetheless retain such independent registered public accounting firm. Even if the selection is ratified, the Audit Committee and the Board in their discretion may change the selection at any time during the year if they determine that such change would be in the best interests of the Fund. It is intended that the persons named in the accompanying form of proxy will vote FOR the ratification of the selection of Ernst &Young LLP. A representative of Ernst & Young LLP will be in attendance at the Meeting and will have the opportunity to make a statement and to respond to appropriate questions.

 

Ernst & Young LLP, in accordance with Public Company Accounting Oversight Board Rule 3526, has confirmed to the Audit Committee that they are independent accountants with respect to the Fund.

 

Ernst & Young LLP has audited the annual financial statements of the Fund and provided tax and other non-audit services to the Fund. Ernst & Young LLP has also rendered audit/non-audit services to the Manager, and other entities controlling, controlled by, or under common control with the Manager (together, the “Affiliated Service Providers”).

 

In making its recommendation, the Audit Committee considered whether the provision by Ernst & Young LLP to the Fund of non-audit services or of professional services to the Affiliated Service Providers is compatible with maintaining the accountants’ independence and has discussed the accountants’ independence with them.

 

Principal Accountant Fees and Services

 

Aggregate fees billed by Ernst & Young LLP to the Fund for professional services provided to the Fund for 2010 and 2009 were as follows:

 

 

 

 

 

Audit fees include amounts related to the audit of the Fund’s annual financial statements and services normally provided by the independent registered public accounting firm in connection with statutory and regulatory filings or engagements. Audit-related fees are fees for additional audit-related services rendered related to the semi-annual financial statement review and other consultation and services reasonably related to the performance of the audit for the Fund. Tax fees include amounts related to tax compliance services rendered for the Fund. “All Other Fees” include additional professional services rendered for the Fund.          .

 

Aggregate fees billed by Ernst & Young LLP for non-audit services provided to the Fund and for non-audit services provided to the Affiliated Service Providers that provide ongoing services to the Fund, were $2,970,220 and $812,559 for 2010 and 2009, respectively, all of which was pre-approved by the Ameriprise Financial Audit Committee and/or the Fund’s Audit Committee.

 

The Audit Committee is required to preapprove audit and non-audit services performed for the Fund by Ernst & Young LLP. The Audit Committee also is required to preapprove certain non-audit services performed for Columbia Management or any entity controlling, controlled by, or under common control with Columbia Management that provide services to the Fund and such services are directly related to the operations and financial reporting of the Fund. Amounts preapproved for such services were $95,840 and $60,000 in 2010 and 2009, respectively, for tax consulting services and a subscription to a tax database; and $96,000 for audit related services for an internal controls review performed initially in 2010. The Audit Committee has generally delegated preapproval authority to Ms. Anne P. Jones, the Chair of the Audit Committee until her expected retirement from the Board in April 2011. Ms. Jones, and then her successor Ms. Carlton, will report any preapproval decisions to the Audit Committee at its next scheduled meeting. Notwithstanding the foregoing, under certain circumstances, preapproval of non-audit services of de minimis amount is not required.

The affirmative vote of a majority of the votes cast at the Meeting is required to ratify the selection of Ernst & Young LLP as independent registered public accounting firm for the Fund.

 

Your Board of Directors Unanimously Recommends that the Stockholders Vote FOR
the Ratification of the Selection of Ernst & Young LLP as
Independent Registered Public Accounting Firm for the Fund.

Other Matters

 

The Fund knows of no other matters which are to be brought before the Meeting. However, if any other matters come before the Meeting, it is intended that the persons named in the enclosed form of Proxy, or their substitutes, will vote in accordance with their discretion on such matters.

 

Notice is hereby given that, under the Securities Exchange Act’s stockholder proposal rule (Rule 14a-8), any Stockholder proposal that may properly be included in the Proxy solicitation material for the next Annual Meeting must be received by the Fund no later than October 21, 2011. Timely notice of Stockholder proposals submitted outside of the Rule 14a-8 process must be received by the Fund no earlier than September 21, 2011 and no later than 5:00 P.M., Eastern time, October 21, 2011, to be eligible for presentation at the 2012 Annual Meeting. The Fund’s current Bylaws require that certain information must be provided by the Stockholder to the Fund when notice of a nominee or proposal is submitted to the Fund.

 

Expenses

 

The Fund will bear the cost of soliciting Proxies. In addition to the use of the mails, Proxies may be solicited personally or via telephone or the Internet by Directors, officers and employees of the Fund, the Manager and Columbia Management Investment Distributors, Inc., and the Fund 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 Fund has engaged Georgeson Inc., 199 Water Street, New York, NY 10038, to assist in soliciting proxies for a fee of $6,500, plus expenses.

 

By order of the Board of Directors,

 

Scott R. Plummer

Secretary

 

It is important that your shares be voted promptly. All Stockholders, including those who expect to attend the Meeting, 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 will need to present proof of record ownership of Columbia Seligman Premium Technology Growth Fund, Inc. stock or, if your shares are held in street name, a proxy from the record holder.

APPENDIX 1

 

COLUMBIA SELIGMAN PREMIUM TECHNOLOGY GROWTH FUND, INC.
(the “Fund”)

 

AUDIT COMMITTEE REPORT

 

The Audit Committee operates pursuant to a written charter that was last amended by the Fund’s Board of Directors (“Board”) on January 12, 2011. The purposes of the Audit Committee are 1) (i) to oversee the accounting and financial reporting processes of the Fund and its internal control over financial reporting; (ii) to oversee or, assist Board oversight of, the quality and integrity of the Fund’s financial statements and the independent audits thereof; (iii) to oversee or, assist Board oversight of, the Fund’s compliance with legal and regulatory requirements that relate to the Fund’s accounting and financial reporting, internal control over financial reporting and independent audits; (iv) to approve the engagement of the Fund’s independent auditors and to review and evaluate the qualifications, independence and performance of the independent auditors; and (v) to act as liaison between the independent auditors and the full Board; and 2) to prepare this report. Management of the Fund is responsible for the preparation, presentation and integrity of the Fund’s financial statements, the Fund’s accounting and financial reporting principles and internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. The independent auditors are responsible for auditing the Fund’s financial statements and expressing an opinion as to their conformity with generally accepted accounting principles.

 

In the performance of its oversight function, the Audit Committee has considered and discussed the audited financial statements with management and the independent auditors of the Fund. The Audit Committee has also discussed with the independent auditors the matters required to be discussed by Statement on Auditing Standards No. 114, The Auditor’s Communications with Those Charged with Governance, as currently in effect. The Audit Committee has also considered whether the provision of any non-audit services not pre-approved by the Audit Committee provided by the Fund’s independent auditors to the Manager and to any entity controlling, controlled by or under common control with the Manager that provides ongoing services to the Fund is compatible with maintaining the auditors’ independence. Finally, the Audit Committee has received the written disclosures and the letter from the independent auditors required by applicable requirements of the Public Company Accounting Oversight Board regarding independence, and has discussed with the auditors the auditors’ independence.

 

The members of the Audit Committee are not full-time employees of the Fund and are not performing the functions of auditors or accountants. As such, it is not the duty or responsibility of the Audit Committee or its members to conduct “field work” or other types of auditing or accounting reviews or procedures or to set auditor independence standards. Members of the Audit Committee necessarily rely on the information provided to them by management and the independent auditors. Accordingly, the Audit

Committee’s considerations and discussions referred to above do not assure that the audit of the Fund’s financial statements has been carried out in accordance with generally accepted auditing standards, that the financial statements are presented in accordance with generally accepted accounting principles or that the Fund’s auditors are in fact “independent.”

 

Based upon the reports and discussions described in this report, and subject to the limitations on the role and responsibilities of the Audit Committee referred to above, the Audit Committee recommended that the Board approve the inclusion of the audited financial statements of the Fund in the Fund’s annual report to Stockholders for the most recent fiscal period.

 

SUBMITTED BY THE AUDIT COMMITTEE

OF THE BOARD OF DIRECTORS

 

Kathleen Blatz

Pamela G. Carlton

Anne P. Jones

John F. Maher

 

As approved on February 16, 2011

 

 

 

Columbia Seligman Premium Technology Growth
Fund, Inc.

 

Managed by

Columbia Management Investment
Advisers, LLC,

a wholly owned subsidiary of
Ameriprise Financial, Inc.

 

COLUMBIA SELIGMAN

PREMIUM

TECHNOLOGY

GROWTH FUND, INC.

 

Notice of Annual Meeting

of Stockholders

and

Proxy Statement

 

 

Time: April 14, 2011

1 p.m.

 

The Marquette Hotel

710 Marquette Avenue

Minneapolis, MN 55402

 

	Please authorize your proxy by telephone, by the Internet, or by mailing the enclosed Proxy Card in the enclosed return envelope which requires no postage if mailed in the United States.

 

YOUR VOTE IS IMPORTANT

 

 

Please complete, date, sign and mail your proxy card in the
envelope provided as soon as possible.

 

 

TO SUBMIT A PROXY BY MAIL, PLEASE DETACH PROXY CARD HERE

 

 

 

The undersigned stockholder of COLUMBIA SELIGMAN PREMIUM TECHNOLOGY GROWTH FUND, INC., a Maryland corporation (the “Fund”), hereby appoints STEPHEN R. LEWIS, JR., SCOTT R. PLUMMER, CHRISTOPHER O. PETERSEN, JOSEPH D’ALESSANDRO and PAUL B. GOUCHER (or any of them) as proxies for the undersigned, with full power of substitution in each of them, to attend the Annual Meeting of Stockholders of the Fund, and any adjournments and postponements thereof (the “Meeting”), to be held at 1 p.m., local time, on April 14, 2011, at The Marquette Hotel, 710 Marquette Avenue, Minneapolis, Minnesota 55402, and to cast on behalf of the undersigned all the votes the undersigned is entitled to cast at the Meeting and otherwise represent the undersigned at the Meeting with all the powers possessed by the undersigned if personally present at the Meeting. The undersigned acknowledges receipt of the Notice of Annual Meeting and of the accompanying Proxy Statement, the terms of which are incorporated by reference, and revokes any proxies heretofore given with respect to the Meeting.

 

The votes entitled to be cast by the undersigned will be cast as instructed below. If this Proxy is executed but no instruction is given, the votes entitled to be cast by the undersigned will be cast FOR each of the nominees of the Board of Directors (Proposal 1) and FOR the ratification of the selection of Ernst & Young LLP as independent registered public accounting firm for the Fund (Proposal 2). The votes entitled to be cast by the undersigned will be cast in the discretion of the Proxy holder on any other matter that may properly come before the Meeting (and any adjournment or postponement thereof), including, but not limited to, proposing and/or voting on adjournment or postponement of the Meeting with respect to one or more Board proposals, including, but not limited to, in the event that sufficient votes in favor of any Board proposal are not received. THE SOLICITATION OF THIS PROXY IS MADE ON BEHALF OF THE BOARD OF DIRECTORS. YOUR VOTE IS IMPORTANT. Complete, sign on reverse side and return this card as soon as possible. Mark each vote with an X in the box.

 

(Continued and to be signed on the reverse side)

THERE ARE THREE WAYS TO AUTHORIZE THE PROXIES
TO CAST YOUR VOTES

 

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

 

The Board of Directors recommends that you vote FOR all nominees (Proposal 1) and FOR the ratification of the selection of Ernst & Young LLP as independent registered public accounting firm for the Fund (Proposal 2), each as more fully described in the accompanying Proxy Statement.

 

 

 

 

PLEASE SIGN AND RETURN IMMEDIATELY
Please sign exactly as your name(s) appear(s) on this Proxy, and date it. When shares are held jointly, each holder should sign. When signing in a representative capacity, please give title.

 

DATED:                 , 2011

 

Signature

 

Additional Signature (if held jointly)