MUTUAL FUND FEE AND EXPENSE AGREEMENT
THIS AGREEMENT is made as of this 1st day of June, 2006 by and among Banc
of America Funds Trust, for itself and on behalf of its series listed on
Schedule A attached hereto and Columbia Management Advisors, LLC, a Delaware
limited liability company ("CMA").
WHEREAS, Banc of America Funds Trust (the "Trust") is an open-end
management investment company 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 the Trust pursuant to a
separate investment advisory agreement (the "Investment Advisory Agreement");
and
WHEREAS, CMA serves as administrator to the Trust pursuant to a separate
administration agreement (the "Administration 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. LIMITATION OF TOTAL OPERATING EXPENSE RATIOS--INVESTMENT ADVISORY,
ADMINISTRATION FEES AND OTHER EXPENSES. The parties hereby agree that CMA as
appropriate shall waive any advisory fees payable to it under the Investment
Advisory Agreement or waive any administration fees payable to it under the
Administration Agreement, or reimburse other expenses of the series to the
extent necessary to ensure that total operating expense ratios for each series
(excluding distribution and service fees, interest, fees on borrowings,
extraordinary expenses and expenses associated with the Funds' investment in
other investment companies) do not exceed 0.00% annually, absent a determination
by the Trust's Board 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.
2. AUTOMATIC RENEWAL. This Agreement shall be effective for the initial
period June 1, 2006 through February 28, 2007 and renew automatically
thereafter, on the same terms identified herein, for a period of one year
beginning on March 1, 2007, unless prior to such date, CMA provide notice to the
Board of Trustees of the Trust of any proposals to increase, decrease or
eliminate fee waivers and/or limits on total operating expense ratios for one or
more series for a subsequent year. Any renewal of this Agreement does not
preclude CMA from requesting that the Trust's Board of Trustees approve changes
to the fee waivers and/or total operating expense ratio limits prior to a
subsequent renewal.
3. 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.
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IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the
date above first written.
BANC OF AMERICA FUNDS TRUST, for COLUMBIA MANAGEMENT ADVISORS, LLC
itself and on behalf of its series
listed on Schedule A attached hereto
By /s/ Xxxxxxxxxxx X. Xxxxxx By /s/ J. Xxxxx Xxxxxxxxxxx
----------------------------------- ------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx Name: J. Xxxxx Xxxxxxxxxxx
Title: President Title: Chief Financial Officer
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Schedule A
COLUMBIA FUNDS
Banc of America Retirement 2005 Portfolio
Banc of America Retirement 2010 Portfolio
Banc of America Retirement 2015 Portfolio
Banc of America Retirement 2020 Portfolio
Banc of America Retirement 2025 Portfolio
Banc of America Retirement 2005 Portfolio
Banc of America Retirement 2030 Portfolio
Banc of America Retirement 2035 Portfolio
Banc of America Retirement 2040 Portfolio
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