FORM OF MUTUAL FUND FEE AND EXPENSE AGREEMENT
THIS AGREEMENT is made as of this 18th day of October, 2006 by and
among Columbia Funds Master Investment Trust, a Delaware statutory trust, for
itself and on behalf of its series listed on Schedule A attached hereto,
Columbia Funds Series Trust, a Delaware statutory trust, for itself and on
behalf of its series listed on Schedule A attached hereto, Columbia Variable
Investment Trust I, a Delaware Statutory Trust, for itself and on behalf of its
series listed on Schedule A attached hereto, Banc of America Funds Trust, a
Delaware statutory trust, for itself and on behalf of its series listed on
Schedule A attached hereto, Columbia Management Advisors, LLC, a Delaware
limited liability company ("CMA") and Columbia Management Distributors, Inc., a
Massachusetts corporation ("CMD").
WHEREAS, Columbia Funds Master Investment Trust, Columbia Funds Series
Trust, Columbia Funds Variable Insurance Trust I and Banc of America Funds Trust
(each a "Company" and together, the "Companies") are each open-end investment
companies registered under the Investment Company Act of 1940;
WHEREAS, CMA, an investment adviser registered under the Investment
Advisers Act of 1940, serves as investment adviser to each of the Companies
pursuant to separate investment advisory agreements (the "Investment Advisory
Agreements");
WHEREAS, CMA serves as administrator to each of the Companies pursuant
to separate administration agreements (the "Administration Agreements");
WHEREAS, CMD serves as distributor to Columbia Funds Series Trust,
Columbia Funds Variable Insurance Trust I and Banc of America Funds Trust
pursuant to a distribution agreement (the "Distribution Agreement"); and
WHERERAS, the parties hereto have agreed to consolidate multiple
pre-existing Mutual Fund Fee and Expense Agreements into a single Mutual Fund
Fee and Expense Agreement;
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. INVESTMENT ADVISORY FEE WAIVERS. The parties hereby agree that CMA
shall waive any investment advisory fees payable to it under the Investment
Advisory Agreements to the extent reflected for each series set forth in
Schedule A attached hereto.
2. ADMINISTRATION FEE WAIVERS. The parties hereby agree that CMA shall
waive any administration fees payable to it under the Administration Agreements
to the extent reflected for each series set forth in Schedule A attached hereto.
3. 12B-1 DISTRIBUTION AND SHAREHOLDER SERVICING FEE WAIVERS. The
parties hereby agree that CMD shall waive any 12b-1 distribution and/or
shareholder servicing fees payable to it under the Distribution Agreement to the
extent reflected for each series set forth in Schedule A attached hereto.
1
4. LIMITATION OF TOTAL OPERATING EXPENSE RATIOS--INVESTMENT ADVISORY,
ADMINISTRATION FEE RATIOS AND OTHER EXPENSES. The parties hereby agree that CMA
as appropriate shall waive any advisory fees payable to it under the Investment
Advisory Agreements, waive any administration fees payable to it under the
Administration Agreements, or reimburse other expenses of the series to the
extent necessary to ensure that covered expenses (as defined below) do not
exceed the total operating expense ratio for each series set forth in Schedule A
attached hereto, absent a determination by the Companies' Boards of Trustees
that extraordinary circumstances or a material reduction in portfolio assets has
occurred that has made it appropriate to permit an increase in total operating
expense ratios. "Covered expenses" include all expenses incurred directly by a
series that are required to be included as an expense in a series' Form N-1A Fee
Table and accordingly exclude acquired fund fees and expenses, brokerage
commissions and other transaction charges and interest on borrowed money and
also exclude rule 12b-1 distribution and/or shareholder servicing fees and
expenses that are deemed extraordinary by Columbia Funds Series Trust's Board of
Trustees.
5. AUTOMATIC RENEWAL. This Agreement shall renew automatically, with
respect to each series set forth in Schedule A, on the same terms, for a period
of one year from the expiration of the waiver and/or expense commitment
applicable to such series as set forth in Schedule A, unless prior to such an
expiration, CMA and/or CMD provide notice to the appropriate Board of Trustees
of a Company of any proposals to increase, decrease or eliminate the series' fee
waivers and/or expense commitment , or to change the time period covered or any
other terms thereof, for a subsequent period. Any renewal of this Agreement with
respect to a series does not preclude CMA or CMD from requesting that a
Company's Board of Trustees approve changes to the fee waivers and/or expense
commitment, or to the time period covered or any other terms thereof, prior to a
subsequent renewal.
6. 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 Company and shall be treated as separate and independent from such
provision or agreement with respect to each of the other Companies. No
modification or amendment of this Agreement shall be binding unless in writing
and executed by the parties affected thereby.
2
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the
date above first written.
COLUMBIA FUNDS MASTER COLUMBIA FUNDS SERIES TRUST, for
INVESTMENT TRUST, for itself and on itself and on behalf of its series
behalf of its series listed on listed on Schedule A attached hereto
Schedule A attached hereto
By: By:
--------------------------------- -----------------------------------
Xxxxxxxxxxx X. Xxxxxx Xxxxxxxxxxx X. Xxxxxx
President President
COLUMBIA FUNDS VARIABLE INSURANCE BANC OF AMERICA FUNDS TRUST, for itself
TRUST I, for itself and on behalf of and on behalf of its series listed on
its series listed on Schedule A Schedule A attached hereto
attached hereto
By: By:
--------------------------------- -----------------------------------
Xxxxxxxxxxx X. Xxxxxx Xxxxxxxxxxx X. Xxxxxx
President President
COLUMBIA MANAGEMENT ADVISORS, LLC COLUMBIA MANAGEMENT DISTRIBUTORS, INC.
By: By:
--------------------------------- ------------------------------------
Xxxx X. Xxxxxxxxx Name:
Managing Director ----------------------------------
Title:
---------------------------------
3
Schedule A
COLUMBIA FUNDS SERIES TRUST CONTRACTUAL ADVISORY/ADMINISTRATION FEE WAIVERS
PERIOD FROM AUGUST 1, 2006, TO JULY 31, 2007
ADVISORY ADMINISTRATION
FIXED INCOME FUNDS WAIVERS WAIVERS
------------------ -------- --------------
Columbia Short Term Bond n/a 0.02%
ADVISORY ADMINISTRATION
EQUITY FUNDS WAIVERS WAIVERS
------------ -------- --------------
Columbia Large Cap Value (1) (1)
Columbia LifeGoal Income 0.10%(2) 0.10%(3)
(1) CMA shall waive a specified portion (0.04% of net assets) of the
administration fees payable to it under the Administration Agreement on
assets up to $500 million. Fees will not be waived on assets in excess of
$500 million. Commencing upon the consummation of the reorganization of
Columbia Growth and Income Fund into Columbia Large Cap Value Fund, in
addition to such waiver, CMA shall waive administration fees payable to it
under the Administration Agreement and/or CMA shall waive advisory fees
payable to it under the Investment Advisory Agreement to the extent
necessary to ensure that the combined total of such fees does not exceed
the following fee schedule:
0.77% up to $500 million
0.72% in excess of $500 million and up to $1 billion
0.60% in excess of $1 billion and up to $1.5 billion
0.60% in excess of $1.5 billion and up to $3 billion
0.60% in excess of $3 billion and up to $6 billion
0.58% in excess of $6 billion
(2) CMA shall waive advisory fees payable to it under the Investment Advisory
Agreement on assets invested in individual securities and CMA-advised Fixed
Income Sector Portfolios.
(3) CMA shall waive administration fees payable to it under the Administration
Agreement on assets invested in other Columbia Funds (Fixed Income Sector
Portfolios are not considered Columbia Funds).
4
Schedule A
COLUMBIA FUNDS SERIES TRUST
EXPENSE COMMITMENTS ESTABLISHED AT OVERALL FUND LEVEL
PERIOD FROM AUGUST 1, 2006, TO JULY 31, 2007
FUND LEVEL
EXPENSE COMMITMENT *
--------------------
TAX-EXEMPT FUNDS
Columbia Short Term Municipal Bond** 0.40%
Columbia California Intermediate Municipal** 0.50%
Columbia Georgia Intermediate Municipal** 0.50%
Columbia Maryland Intermediate Municipal** 0.50%
Columbia North Carolina Intermediate Municipal** 0.50%
Columbia South Carolina Intermediate Municipal** 0.50%
Columbia Virginia Intermediate Municipal** 0.50%
FIXED INCOME FUNDS
Columbia High Income 0.93%
Columbia Total Return Bond** 0.60%
EQUITY INDEX FUNDS
Columbia Large Cap Index** 0.14%
Columbia Large Cap Enhanced Core** 0.50%
Columbia Mid Cap Index 0.14%
Columbia Small Cap Index** 0.21%
FUND-OF FUNDS
Columbia LifeGoal Income 0.42%
EQUITY FUNDS
Columbia Mid Cap Value** 1.25%
Columbia Small Cap Value II** 1.30%
Columbia Small Cap Growth II** 1.15%
INTERNATIONAL FUNDS
Columbia Global Value** 1.40%
Columbia Xxxxxxx International Opportunities 1.50%
* Waivers of CMA advisory and/or administration fees and/or other expense
reimbursements will result in the listed fund level expense commitments
(excluding 12b-1 distribution/shareholder servicing/shareholder
administration fees and the Board approved class specific account expense
relating to R Shares).
** CMA and CMD are entitled to recover from the Fund any fees waived and/or
expenses reimbursed for a three year period following the date of such fee
waiver and/or reimbursement if such recovery does not cause the Fund's
total operating expenses to exceed the expense commitment then in effect.
5
Schedule A
COLUMBIA FUNDS SERIES TRUST
EXPENSE COMMITMENTS ESTABLISHED AT OVERALL FUND LEVEL
PERIOD FROM AUGUST 1, 2006, TO DECEMBER 31, 2007
FUND LEVEL EXPENSE CAP *
------------------------
MONEY MARKET FUNDS
Columbia California Tax-Exempt Reserves** 0.20%
Columbia Cash Reserves** 0.20%
Columbia Government Reserves** 0.20%
Columbia Money Market Reserves** 0.20%
Columbia Municipal Reserves** 0.20%
Columbia New York Tax-Exempt Reserves** 0.20%
Columbia Tax-Exempt Reserves** 0.20%
Columbia Treasury Reserves** 0.20%
* Waivers of CMA advisory and/or administration fees and/or other expense
reimbursements will result in the listed Fund level expense commitments
(excluding 12b-1 distribution/shareholder servicing/shareholder
administration fees).
** CMA and CMD are entitled to recover from the Fund any fees waived and/or
expenses reimbursed for a three year period following the date of such fee
waiver and/or reimbursement if such recovery does not cause the Fund's
total operating expenses to exceed the expense commitment then in effect.
6
Schedule A
COLUMBIA FUNDS SERIES TRUST
EXPENSE COMMITMENTS ESTABLISHED AT OVERALL FUND LEVEL
PERIOD FROM MARCH 1, 2006, TO FEBRUARY 28, 2007
FUND LEVEL EXPENSE CAP *
------------------------
MONEY MARKET FUNDS
Columbia Prime Reserves 0.16%
Columbia Government Plus Reserves 0.20%
* Waivers of CMA advisory and/or administration fees and/or other expense
reimbursements will result in the listed Fund level expense commitments
(excluding 12b-1 distribution/shareholder servicing/shareholder
administration fees).
7
Schedule A
COLUMBIA FUNDS SERIES TRUST CONTRACTUAL 12B-1 DISTRIBUTION FEE
WAIVERS PERIOD FROM AUGUST 1, 2006, TO DECEMBER 31, 2007
12B-1 DISTRIBUTION FEE
WAIVERS *
----------------------
MONEY MARKET FUNDS (LIQUIDITY CLASS SHARES)
Columbia California Tax-Exempt Reserves 0.10%
Columbia Cash Reserves 0.10%
Columbia Government Reserves 0.10%
Columbia Money Market Reserves 0.10%
Columbia Municipal Reserves 0.10%
Columbia New York Tax-Exempt Reserves 0.10%
Columbia Tax-Exempt Reserves 0.10%
Columbia Treasury Reserves 0.10%
SHAREHOLDER SERVICING
FEE WAIVERS *
---------------------
MONEY MARKET FUNDS (LIQUIDITY CLASS SHARES)
Columbia California Tax-Exempt Reserves 0.10%
Columbia Cash Reserves 0.10%
Columbia Government Reserves 0.10%
Columbia Money Market Reserves 0.10%
Columbia Municipal Reserves 0.10%
Columbia New York Tax-Exempt Reserves 0.10%
Columbia Tax-Exempt Reserves 0.10%
Columbia Treasury Reserves 0.10%
* CMD waives its 12b-1 distribution fees and/or shareholder servicing fees to
the extent necessary to achieve an aggregate waiver of 0.10%, therefore, to
the extent that CMD waives 12b-1 distribution fees and/or waives
shareholder servicing fees, the total of such 12b-1 distribution and/or
shareholder servicing fees will not exceed 0.15%.
8
Schedule A
COLUMBIA FUNDS SERIES TRUST CONTRACTUAL 12B-1 DISTRIBUTION FEE
WAIVERS PERIOD FROM MARCH 1, 2006, TO FEBRUARY 28, 2007
12B-1 DISTRIBUTION FEE
WAIVERS *
----------------------
MONEY MARKET FUNDS (LIQUIDITY CLASS SHARES)
Columbia Prime Reserves 0.10%
Columbia Government Plus Reserves 0.10%
* CMD waives its 12b-1 distribution fees and/or shareholder servicing fees to
the extent necessary to achieve an aggregate waiver of 0.10%, therefore, to
the extent that CMD waives 12b-1 distribution fees and/or waives
shareholder servicing fees, the total of such 12b-1 distribution and/or
shareholder servicing fees will not exceed 0.15%.
9
Schedule A
COLUMBIA FUNDS SERIES TRUST
EXPENSE COMMITMENTS ESTABLISHED AT OVERALL FUND LEVEL
PERIOD FROM FEBRUARY 15, 2006, TO FEBRUARY 15, 2008
OTHER OPERATING
EXPENSES CAP *
---------------
MASTERS PORTFOLIOS
Columbia Masters Global Equity Portfolio 0.00%
Columbia Masters Heritage Portfolio 0.00%
Columbia Masters International Equity Portfolio 0.00%
* Waivers of CMA advisory and/or administration fees and/or other expense
reimbursements will result in the listed fund level expense commitments
(excluding any management fees, distribution and service fees, interest,
fees on borrowing, extraordinary expenses and expenses associated with the
Portfolios' investments in other investment companies).
10
Schedule A
COLUMBIA FUNDS SERIES TRUST
EXPENSE COMMITMENTS ESTABLISHED AT OVERALL FUND LEVEL
PERIOD FROM OCTOBER 1, 2006, TO DECEMBER 31, 2007
FUND LEVEL
EXPENSE COMMITMENT *
--------------------
MONEY MARKET FUNDS
Columbia Massachusetts Municipal Reserves 0.20%
Columbia Connecticut Municipal Reserves 0.20%
* Waivers of CMA advisory and/or administration fees and/or other expense
reimbursements will result in the listed fund level expense commitments
(excluding 12b-1 distribution/shareholder servicing/shareholder
administration fees).
11
Schedule A
COLUMBIA FUNDS VARIABLE INSURANCE TRUST I
CONTRACTUAL 12b-1 AND SHAREHOLDER
SERVICING FEE WAIVERS THROUGH APRIL 30, 2007
COMBINED 12B-1 DISTRIBUTION
AND SHAREHOLDER SERVICING FEE
WAIVERS *
-----------------------------
COLUMBIA FUNDS VARIABLE INSURANCE TRUST I FUNDS
Columbia High Yield Fund, Variable Series - Class B Shares 0.19%
- The combined 12b-1 distribution/shareholder servicing fees listed are being
waived by CMD.
12
Schedule A
COLUMBIA FUNDS VARIABLE INSURANCE TRUST I
EXPENSE COMMITMENTS ESTABLISHED AT OVERALL FUND LEVEL
THROUGH APRIL 30, 2007
COLUMBIA FUNDS VARIABLE INSURANCE TRUST I FUNDS FUND LEVEL EXPENSE CAP*
----------------------------------------------- -----------------------
Columbia Mid Cap Growth Fund, Variable Series 1.00%
Columbia Xxxxxxx 21st Century Fund, Variable Series 1.10%
Columbia Xxxxxxx International Opportunities Fund,
Variable Series 1.50%
Columbia High Yield Fund, Variable Series - Class A
and Class B shares 0.60%
* Waivers of CMA advisory and/or administration fees and/or other expense
reimbursements will result in the listed Fund level expense commitments
(excluding 12b-1 distribution/shareholder servicing fees except for
Columbia Xxxxxxx International Opportunities Fund, Variable Series).
13
Schedule A
BANC OF AMERICA FUNDS TRUST EXPENSE COMMITMENTS ESTABLISHED AT
OVERALL FUND LEVEL THROUGH JULY 31, 0000
XXXX XX XXXXXXX FUNDS TRUST FUNDS OTHER OPERATING EXPENSES CAP*
--------------------------------- -----------------------------
Banc of America Retirement 2005 Portfolio 0%
Banc of America Retirement 2010 Portfolio 0%
Banc of America Retirement 2015 Portfolio 0%
Banc of America Retirement 2020 Portfolio 0%
Banc of America Retirement 2025 Portfolio 0%
Banc of America Retirement 2030 Portfolio 0%
Banc of America Retirement 2035 Portfolio 0%
Banc of America Retirement 2040 Portfolio 0%
* Waivers of fees and expenses such that other expenses, excluding
distribution and service fees, interest, fees on borrowings, extraordinary
expenses and expenses associated with the Portfolio's investment in other
investment companies, will not exceed the listed Fund level expense
commitment.
14
Schedule A
Current as of the 18th day of October, 2006.
COLUMBIA FUNDS TRUST COLUMBIA FUNDS VARIABLE INSURANCE
on behalf of the Funds TRUST I, on behalf of the Funds
By: By:
--------------------------------- ------------------------------------
Xxxxxxxxxxx X. Xxxxxx Xxxxxxxxxxx X. Xxxxxx
President President
COLUMBIA FUNDS MASTER INVESTMENT BANC OF AMERICA FUNDS TRUST,
TRUST on behalf of the Funds on behalf of the Funds
By: By:
--------------------------------- ------------------------------------
Xxxxxxxxxxx X. Xxxxxx Xxxxxxxxxxx X. Xxxxxx
President President
COLUMBIA MANAGEMENT ADVISORS, LLC COLUMBIA MANAGEMENT DISTRIBUTORS, INC
By: By:
--------------------------------- ------------------------------------
Xxxx X. Xxxxxxxxx Name:
Managing Director ----------------------------------
Title:
---------------------------------
15
