FEE WAIVER AND EXPENSE CAP AGREEMENT
Exhibit 99.(h)(4)
THIS AGREEMENT is made as of this 2nd day of May, 2011 by and among each of the investment
companies (each a Registrant), on behalf of its underlying series funds, as listed in Schedule A
(the term “Fund” is used to refer to either the Registrant or the series, as the context requires),
and each of Columbia Management Investment Advisers, LLC, a Minnesota limited liability company
(CMIA), Columbia Management Investment Distributors, Inc., a Delaware corporation (CMID), and
Columbia Management Investment Services Corp., a Minnesota corporation (CMISC) (CMIA, CMID, and
CMISC, collectively referred to as the Service Providers).
WHEREAS, the Registrants are each open-end investment companies registered under the
Investment Company Act of 1940, as amended; and
WHEREAS, pursuant to separate agreements (i) CMIA, an investment adviser registered under the
Investment Advisers Act of 1940, serves as investment adviser to each of the Funds, (ii) CMIA
serves as administrator to each of the Funds, (iii) CMID serves as distributor and shareholder
servicing agent to the Funds, and (iv) CMISC serves as transfer agent to the Funds; and
NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and
valuable consideration, the receipt whereof is hereby acknowledged, the parties hereto agree as
follows:
1. Fee Waivers. The parties hereby agree that the Service Providers shall waive fees (each a
Fee Waiver) payable to them under their separate agreements with the Funds to the extent reflected
for each Fund, as set forth in Schedule B attached hereto.
2. Expense Cap Setting Methodology. Unless otherwise agreed to by the parties, each Fund
shall be subject to a fee cap (each a Fee Cap) such that the ratio of Covered Expenses (defined
below) to net assets of the Fund’s Class A shares (or such other class as may be agreed by the
parties) (the Specified Class) for a defined period agreed to by the parties (a Covered Period)
shall not exceed the median expense ratio of the Fund’s peer group for such Specified Class, as
reported by Lipper, Inc. as of a date agreed to by the parties (the Median Ratio) (or such lower
expense ratio as may be agreed by the parties) and also such that the ratio of Covered Expenses to
net assets of the Fund’s other classes shall not exceed the amounts set by reference to the Median
Ratio pursuant to a methodology mutually agreed upon by the parties. Further, unless otherwise
agreed to by the parties, no Fee Cap shall be required for a Fund for any Covered Period if the
ratio of Covered Expenses to net assets of the Specified Class for the last fiscal year was less
than the Median Ratio.
3. Limitation of Total Operating Expense Ratios. The parties hereby agree that the Service
Providers shall waive any fees payable to them under their
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separate agreements with the Funds or
reimburse other expenses of the Funds to the extent necessary to ensure that the ratio of Covered
Expenses to net assets of each class of shares of a Fund does not exceed the Fee Cap for such class
for the Covered Period, as set forth in Schedule C attached hereto.
4. Covered Expenses. “Covered Expenses” include all expenses incurred directly by a Fund
that are required to be included as an expense in a Fund’s Form N-1A Fee Table, but exclude: taxes
(including foreign transaction taxes), expenses associated with investment in other pooled
investment vehicles (including exchange traded funds and other affiliated and unaffiliated mutual
funds), transaction costs and brokerage commissions, costs related to any securities lending
program, dividend expenses associated with securities sold short, inverse floater program fees and
expenses, transaction charges and interest on borrowed money, interest, extraordinary expenses, and
any other expenses the exclusion of which may from time to time be deemed appropriate as an
excludable expense and specifically approved by the applicable Registrant’s Board of
Trustees/Directors (each a Board). Additionally, for certain identified on Schedule A, Covered
Expenses exclude investment management services fees. Covered Expenses shall reflect the
application of any balance credits made available by the Funds’ custodian and any custodial charges
relating to overdrafts.
5. Allocation of Fee Waivers or Expense Reimbursements. Except where a specific Fee Waiver is
set forth on Schedule B, fee waivers or expense reimbursements shall be allocated among the Service
Providers in their discretion. In all instances, fee waivers and expense reimbursements shall be
made in a manner that is not inconsistent with the Fund’s multi-class plan.
6. Term and Termination. Except as noted above or otherwise agreed to by the parties, a Fee
Cap for each class of each Fund for a Covered Period of one year from the expiration of the
previous Covered Period shall be established under this Agreement in the manner set forth above
(i.e., by reference to the Median Ratio). The Fee Waivers and Fee Caps contemplated in Schedules B
and C, respectively, shall, unless earlier terminated by the Board of a Fund in its sole
discretion, expire on the date noted on such Schedule. The Fee Waivers and Fee Caps contemplated in
Schedules B and C, respectively, may be adjusted from time to time by the mutual agreement of the
parties. Either party may terminate the Agreement with respect to a Fund upon 60 days’ notice to
the relevant Board, to take effect upon the expiration of the then-effective Covered Period.
7. Entire Agreement; Modification; Amendment. This Agreement constitutes the entire agreement
of the parties with respect to its subject matter. Each provision herein shall be treated as
separate and independent from any other provision or agreement herein and shall be enforceable
notwithstanding the enforceability of any such other provision or agreement. In addition, each
provision herein shall be treated as separate and independent with respect to each Fund and shall
be treated as separate and independent from such provision or agreement with respect to each of the
other Funds. No modification or amendment of this Agreement shall be binding unless in writing and executed
by the parties affected thereby except that Schedules B and C will be updated
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and maintained by
CMIA on an ongoing basis to reflect the adjusted Fee Caps and term extensions that are mutually
agreed upon by the parties hereto from time to time.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their
officers designated below as of the day and year first above written.
COLUMBIA FUNDS SERIES TRUST II
RIVERSOURCE CALIFORNIA TAX-EXEMPT TRUST
RIVERSOURCE DIMENSIONS SERIES, INC.
RIVERSOURCE GLOBAL SERIES, INC.
RIVERSOURCE GOVERNMENT INCOME SERIES, INC.
RIVERSOURCE INTERNATIONAL MANAGERS SERIES, INC.
RIVERSOURCE MARKET ADVANTAGE SERIES, INC.
RIVERSOURCE SELECTED SERIES, INC.
RIVERSOURCE SPECIAL TAX-EXEMPT SERIES TRUST
RIVERSOURCE TAX-EXEMPT INCOME SERIES, INC.
RIVERSOURCE TAX-EXEMPT SERIES, INC.
XXXXXXXX MUNICIPAL FUND SERIES, INC.
XXXXXXXX MUNICIPAL SERIES TRUST
COLUMBIA FUNDS VARIABLE SERIES TRUST II
Each for itself and on behalf of its respective series listed on this Schedule A
RIVERSOURCE CALIFORNIA TAX-EXEMPT TRUST
RIVERSOURCE DIMENSIONS SERIES, INC.
RIVERSOURCE GLOBAL SERIES, INC.
RIVERSOURCE GOVERNMENT INCOME SERIES, INC.
RIVERSOURCE INTERNATIONAL MANAGERS SERIES, INC.
RIVERSOURCE MARKET ADVANTAGE SERIES, INC.
RIVERSOURCE SELECTED SERIES, INC.
RIVERSOURCE SPECIAL TAX-EXEMPT SERIES TRUST
RIVERSOURCE TAX-EXEMPT INCOME SERIES, INC.
RIVERSOURCE TAX-EXEMPT SERIES, INC.
XXXXXXXX MUNICIPAL FUND SERIES, INC.
XXXXXXXX MUNICIPAL SERIES TRUST
COLUMBIA FUNDS VARIABLE SERIES TRUST II
Each for itself and on behalf of its respective series listed on this Schedule A
| By: | /s/ Xxxxxxx X. Xxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxx | |||
| Title: | Treasurer | |||
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| COLUMBIA MANAGEMENT INVESTMENT ADVISERS, LLC |
||||
| By: | /s/ J. Xxxxx Xxxxxxxxxxx | |||
| Name: | J. Xxxxx Xxxxxxxxxxx | |||
| Title: | Managing Director | |||
| COLUMBIA MANAGEMENT INVESTMENT DISTRIBUTORS, INC. |
||||
| By: | /s/ Xxxx Xxx Xxxxx | |||
| Name: | Xxxx Xxx Xxxxx | |||
| Title: | Senior Vice President | |||
| COLUMBIA MANAGEMENT INVESTMENT SERVICES CORP. |
||||
| By: | /s/ Xxxxxxx X. Xxxxx | |||
| Name: | Xxxxxxx X. Xxxxx | |||
| Title: | President | |||
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SCHEDULE A
Columbia 120/20 Contrarian Equity Fund |
Columbia Absolute Return Currency and Income Fund |
Columbia Absolute Return Enhanced Multi-Strategy Fund |
Columbia Absolute Return Multi-Strategy Fund |
Columbia Absolute Return Emerging Markets Macro Fund |
Columbia AMT-Free Tax-Exempt Bond Fund |
Columbia Asia Pacific ex-Japan Fund |
Columbia Diversified Bond Fund |
Columbia Diversified Equity Income Fund |
Columbia Dividend Opportunity Fund |
Columbia Emerging Markets Bond Fund |
Columbia Emerging Markets Opportunity Fund |
Columbia Equity Value Fund |
Columbia European Equity Fund |
Columbia Floating Rate Fund |
Columbia Frontier Fund |
Columbia Global Bond Fund |
Columbia Global Equity Fund |
Columbia Global Extended Alpha Fund |
Columbia Government Money Market Fund |
Columbia High Yield Bond Fund |
Columbia Income Builder Fund |
Columbia Income Opportunities Fund |
Columbia Inflation Protected Securities Fund |
Columbia Large Core Quantitative Fund |
Columbia Large Growth Quantitative Fund |
Columbia Large Value Quantitative Fund |
Columbia Limited Duration Credit Fund |
Columbia Xxxxxxx Flexible Capital Fund |
Columbia Mid Cap Growth Opportunity Fund |
Columbia Mid Cap Value Opportunity Fund |
Columbia Minnesota Tax-Exempt Fund |
Columbia Money Market Fund |
Columbia Multi-Advisor International Value Fund |
Columbia Multi-Advisor Small Cap Value Fund |
Columbia Portfolio Builder Aggressive Fund |
Columbia Portfolio Builder Conservative Fund |
Columbia Portfolio Builder Moderate Aggressive Fund |
Columbia Portfolio Builder Moderate Conservative Fund |
Columbia Portfolio Builder Moderate Fund |
Columbia Recovery and Infrastructure Fund |
Columbia Retirement Plus 2010 Fund |
Columbia Retirement Plus 2015 Fund |
Columbia Retirement Plus 2020 Fund |
Columbia Retirement Plus 2025 Fund |
Columbia Retirement Plus 2030 Fund |
Columbia Retirement Plus 2035 Fund |
Columbia Retirement Plus 2040 Fund |
Columbia Retirement Plus 2045 Fund |
Columbia Select Large-Cap Value Fund |
Columbia Select Smaller-Cap Value Fund |
Columbia Xxxxxxxx Communications and Information Fund |
Columbia Xxxxxxxx Global Technology Fund |
Columbia Short-Term Cash Fund |
Columbia Strategic Allocation Fund |
Columbia U.S. Government Mortgage Fund |
RiverSource California Tax-Exempt Trust |
RiverSource California Tax-Exempt Fund |
RiverSource Dimensions Series, Inc. |
RiverSource Disciplined Small and Mid Cap Equity Fund |
RiverSource Disciplined Small Cap Value Fund |
RiverSource Global Series, Inc. |
Threadneedle Global Equity Income Fund |
RiverSource Government Income Series, Inc. |
RiverSource Short Duration U.S. Government Fund |
RiverSource International Managers Series, Inc. |
RiverSource Partners International Select Growth Fund |
RiverSource Partners International Small Cap Fund |
RiverSource Market Advantage Series, Inc. |
Columbia Portfolio Builder Total Equity Fund |
RiverSource
S&P 500 Index Fund |
RiverSource Small Company Index Fund |
RiverSource Selected Series, Inc. |
RiverSource Precious Metals and Mining Fund |
RiverSource Special Tax-Exempt Series Trust |
RiverSource New York Tax-Exempt Fund |
RiverSource Tax-Exempt Income Series, Inc. |
RiverSource Tax-Exempt High Income Fund |
RiverSource Tax-Exempt Series, Inc. |
RiverSource Intermediate Tax-Exempt Fund |
Columbia Funds Variable Series Trust II |
Columbia Variable Portfolio — Balanced Fund |
Columbia Variable Portfolio — Cash Management Fund |
Columbia Variable Portfolio — Core Equity Fund |
Columbia Variable Portfolio — Diversified Bond Fund |
Columbia Variable Portfolio — Diversified Equity Income Fund |
Columbia Variable Portfolio — Dynamic Equity Fund |
Columbia Variable Portfolio — Emerging Markets Opportunity Fund |
Columbia Variable Portfolio — Global Bond Fund |
Columbia Variable Portfolio — Global Inflation Protected Securities Fund |
Columbia Variable Portfolio — High Yield Bond Fund |
Columbia Variable Portfolio — Income Opportunities Fund |
Columbia Variable Portfolio — International Opportunity Fund |
Columbia Variable Portfolio — Large Cap Growth Fund |
Columbia Variable Portfolio — Limited Duration Credit Fund |
Columbia Variable Portfolio — Mid Cap Growth Opportunity Fund |
Columbia Variable Portfolio — Mid Cap Value Opportunity Fund |
Columbia
Variable Portfolio — S&P 500 Index Fund |
Columbia Variable Portfolio — Select Large-Cap Value Fund |
Columbia Variable Portfolio — Select Smaller-Cap Value Fund |
Columbia Variable Portfolio — Xxxxxxxx Global Technology Fund |
Columbia Variable Portfolio — Short Duration U.S. Government Fund |
Variable Portfolio — Aggressive Portfolio |
Variable Portfolio — AllianceBernstein International Value Fund |
Variable Portfolio — American Century Diversified Bond Fund |
Variable Portfolio — American Century Growth Fund |
Variable Portfolio — Columbia Xxxxxx International Equities Fund |
Variable Portfolio — Columbia Xxxxxx U.S. Equities Fund |
Variable Portfolio — Conservative Portfolio |
Variable Portfolio — Xxxxx New York Venture Fund |
Variable Portfolio — Xxxxx Xxxxx Floating-Rate Income Fund |
Variable Portfolio — Xxxxxxx Xxxxx Mid Cap Value Fund |
Variable Portfolio — Invesco International Growth Fund |
Variable Portfolio — X.X. Xxxxxx Core Bond Fund |
Variable Portfolio — Xxxxxxxx Mid Cap Growth Fund |
Variable Portfolio — Xxxxxxx Growth Fund |
Variable Portfolio — MFS Value Fund |
Variable Portfolio — Moderate Portfolio |
Variable Portfolio — Moderately Aggressive Portfolio |
Variable Portfolio — Moderately Conservative Portfolio |
Variable Portfolio — Mondrian International Small Cap Fund |
Variable Portfolio — Xxxxxx Xxxxxxx Global Real Estate Fund |
Variable Portfolio — NFJ Dividend Value Fund |
Variable Portfolio — Nuveen Xxxxxxx Large Cap Growth Fund |
Variable Portfolio — Partners Small Cap Growth Fund |
Variable Portfolio — Partners Small Cap Value Fund |
Variable Portfolio — PIMCO Mortgage-Backed Securities Fund |
Variable Portfolio — Pyramis International Equity Fund |
Variable Portfolio — Xxxxx Fargo Short Duration Government Fund |
Xxxxxxxx Municipal Fund Series, Inc. |
Xxxxxxxx National Municipal Fund |
Xxxxxxxx New York Municipal Fund |
Xxxxxxxx Municipal Series Trust |
Xxxxxxxx California Municipal High Yield Series |
Xxxxxxxx California Municipal Quality Series |
