-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UzQaOJsNJZ7X15kFJKaEkOxfeKcah94EMwYfllwGo6Bo7FI9ado0WGS3GEGts1O4 3hETfj+U6PJ6jCyfMqXoLA== 0000950135-06-003925.txt : 20060614 0000950135-06-003925.hdr.sgml : 20060614 20060614112953 ACCESSION NUMBER: 0000950135-06-003925 CONFORMED SUBMISSION TYPE: 485BPOS PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20060614 DATE AS OF CHANGE: 20060614 EFFECTIVENESS DATE: 20060614 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COLUMBIA FUNDS SERIES TRUST CENTRAL INDEX KEY: 0001097519 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1933 Act SEC FILE NUMBER: 333-89661 FILM NUMBER: 06904028 BUSINESS ADDRESS: STREET 1: ONE FINANCIAL CENTER CITY: BOSTON STATE: MA ZIP: 02111 BUSINESS PHONE: 6174263750 MAIL ADDRESS: STREET 1: ONE FINANCIAL CENTER CITY: BOSTON STATE: MA ZIP: 02111 FORMER COMPANY: FORMER CONFORMED NAME: NATIONS FUNDS TRUST DATE OF NAME CHANGE: 19991022 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COLUMBIA FUNDS SERIES TRUST CENTRAL INDEX KEY: 0001097519 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1940 Act SEC FILE NUMBER: 811-09645 FILM NUMBER: 06904029 BUSINESS ADDRESS: STREET 1: ONE FINANCIAL CENTER CITY: BOSTON STATE: MA ZIP: 02111 BUSINESS PHONE: 6174263750 MAIL ADDRESS: STREET 1: ONE FINANCIAL CENTER CITY: BOSTON STATE: MA ZIP: 02111 FORMER COMPANY: FORMER CONFORMED NAME: NATIONS FUNDS TRUST DATE OF NAME CHANGE: 19991022

0001097519 S000010774 Columbia LifeGoal Balanced Growth Portfolio

C000029775 Class A

C000029776 Class B

C000029777 Class C

C000029778 Class R

C000029779 Class Z

0001097519 S000010775 Columbia High Income Fund

C000029780 Class A

C000029781 Class B

C000029782 Class C

C000029783 Class Z

0001097519 S000010776 Columbia Intermediate Core Bond Fund

C000029784 Class A

C000029785 Class B

C000029786 Class C

C000029787 Class Z

0001097519 S000010777 Columbia Short Term Bond Fund

C000029788 Class A

C000029789 Class B

C000029790 Class C

C000029791 Class Z

0001097519 S000010778 Columbia Short Term Municipal Bond Fund

C000029792 Class A

C000029793 Class B

C000029794 Class C

C000029795 Class Z

0001097519 S000010779 Columbia Municipal Income Fund

C000029796 Class A

C000029797 Class B

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0001097519 S000010780 Columbia California Intermediate Municipal Bond Fund

C000029800 Class A

C000029801 Class B

C000029802 Class C

C000029803 Class Z

0001097519 S000010781 Columbia Florida Intermediate Municipal Bond Fund

C000029804 Class A

C000029805 Class B

C000029806 Class C

C000029807 Class Z

0001097519 S000010782 Columbia Georgia Intermediate Municipal Bond Fund

C000029808 Class A

C000029809 Class B

C000029810 Class C

C000029811 Class Z

0001097519 S000010783 Columbia Maryland Intermediate Municipal Bond Fund

C000029812 Class A

C000029813 Class B

C000029814 Class C

C000029815 Class Z

0001097519 S000010784 Columbia North Carolina Intermediate Municipal Bond Fund

C000029816 Class A

C000029817 Class B

C000029818 Class C

C000029819 Class Z

0001097519 S000010785 Columbia LifeGoal Growth Portfolio

C000029820 Class A

C000029821 Class B

C000029822 Class C

C000029823 Class R

C000029824 Class Z

0001097519 S000010786 Columbia South Carolina Intermediate Municipal Bond Fund

C000029825 Class A

C000029826 Class B

C000029827 Class C

C000029828 Class Z

0001097519 S000010787 Columbia Texas Intermediate Municipal Bond Fund

C000029829 Class A

C000029830 Class B

C000029831 Class C

C000029832 Class Z

0001097519 S000010788 Columbia Virginia Intermediate Municipal Bond Fund

C000029833 Class A

C000029834 Class B

C000029835 Class C

C000029836 Class Z

0001097519 S000010789 Columbia Convertible Securities Fund

C000029837 Class A

C000029838 Class B

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0001097519 S000010790 Columbia Asset Allocation Fund II

C000029841 Class A

C000029842 Class B

C000029843 Class C

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0001097519 S000010791 Columbia Large Cap Value Fund

C000029845 Class A

C000029846 Class B

C000029847 Class C

C000029848 Class R

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0001097519 S000010792 Columbia Mid Cap Value Fund

C000029850 Class A

C000029851 Class B

C000029852 Class C

C000029853 Class R

C000029854 Class Z

0001097519 S000010793 Columbia Small Cap Value Fund II

C000029855 Class A

C000029856 Class B

C000029857 Class C

C000029858 Class R

C000029859 Class Z

0001097519 S000010794 Columbia Marsico Growth Fund

C000029860 Class A

C000029861 Class B

C000029862 Class C

C000029863 Class R

C000029864 Class Z

0001097519 S000010795 Columbia Large Cap Core Fund

C000029865 Class A

C000029866 Class B

C000029867 Class C

C000029868 Class Z

0001097519 S000010796 Columbia LifeGoal Income and Growth Portfolio

C000029869 Class A

C000029870 Class B

C000029871 Class C

C000029872 Class R

C000029873 Class Z

0001097519 S000010797 Columbia Marsico Focused Equities Fund

C000029874 Class A

C000029875 Class B

C000029876 Class C

C000029877 Class Z

0001097519 S000010798 Columbia Marsico Mid Cap Growth Fund

C000029878 Class A

C000029879 Class B

C000029880 Class C

C000029881 Class Z

0001097519 S000010799 Columbia Marsico 21st Century Fund

C000029882 Class A

C000029883 Class B

C000029884 Class C

C000029885 Class R

C000029886 Class Z

0001097519 S000010800 Columbia Small Cap Growth Fund II

C000029887 Class A

C000029888 Class B

C000029889 Class C

C000029890 Class Z

0001097519 S000010801 Columbia Global Value Fund

C000029891 Class A

C000029892 Class B

C000029893 Class C

C000029894 Class Z

0001097519 S000010802 Columbia International Value Fund

C000029895 Class A

C000029896 Class B

C000029897 Class C

C000029898 Class Z

0001097519 S000010803 Columbia Multi-Advisor International Equity Fund

C000029899 Class A

C000029900 Class B

C000029901 Class C

C000029902 Class R

C000029903 Class Z

0001097519 S000010804 Columbia Marsico International Opportunities Fund

C000029904 Class A

C000029905 Class B

C000029906 Class C

C000029907 Class R

C000029908 Class Z

0001097519 S000010805 Columbia Masters International Equity Portfolio

C000029909 Class A

C000029910 Class B

C000029911 Class C

C000029912 Class R

C000029913 Class Z

0001097519 S000010806 Columbia Masters Global Equity Portfolio

C000029914 Class A

C000029915 Class B

C000029916 Class C

C000029917 Class Z

0001097519 S000010807 Columbia LifeGoal Income Portfolio

C000029918 Class A

C000029919 Class B

C000029920 Class C

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0001097519 S000010808 Columbia Masters Heritage Portfolio

C000029922 Class A

C000029923 Class B

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C000029925 Class Z

0001097519 S000010809 Columbia Cash Reserves

C000029926 Class A

C000029927 Liquidity Class

C000029928 Capital Class

C000029929 Institutional Class

C000029930 Adviser Class

C000029931 Marsico Shares

C000029932 Class B

C000029933 Class C

C000029934 Class Z

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C000029936 Daily Class

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C000029938 Service Class

C000029939 Trust Class

0001097519 S000010810 Columbia Money Market Reserves

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C000029945 Class B

C000029946 Class C

C000029947 G Trust Shares

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0001097519 S000010811 Columbia Treasury Reserves

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0001097519 S000010812 Columbia Government Reserves

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C000029973 Class C

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0001097519 S000010813 Columbia Municipal Reserves

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0001097519 S000010814 Columbia Tax-Exempt Reserves

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C000029999 Class C

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0001097519 S000010815 Columbia California Tax-Exempt Reserves

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0001097519 S000010816 Columbia New York Tax-Exempt Reserves

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0001097519 S000010817 Columbia Connecticut Municipal Reserves

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0001097519 S000010818 Columbia Large Cap Enhanced Core Fund

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0001097519 S000010819 Columbia Massachusetts Municipal Reserves

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0001097519 S000010820 Columbia Prime Reserves

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0001097519 S000010821 Columbia Government Plus Reserves

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0001097519 S000010822 Corporate Bond Portfolio

C000030048 Corporate Bond Portfolio

0001097519 S000010823 Mortgage- and Asset-Backed Portfolio

C000030049 Mortgage- and Asset-Backed Portfolio

0001097519 S000010824 High Income Portfolio

C000030050 High Income Portfolio

0001097519 S000010825 Columbia Large Cap Index Fund

C000030051 Class A

C000030052 Class B

C000030053 Class Z

0001097519 S000010826 Columbia Mid Cap Index Fund

C000030054 Class A

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0001097519 S000010827 Columbia Small Cap Index Fund

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0001097519 S000010828 Columbia Total Return Bond Fund

C000030058 Class A

C000030059 Class B

C000030060 Class C

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0001097519 S000011076 Nations Short-Intermediate Government Fund

C000030522 Class A

C000030523 Class B

C000030524 Class C

C000030525 Class Z

0001097519 S000011077 Nations Government Securities Fund

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C000030527 Class B

C000030528 Class C

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0001097519 S000011078 Nations Kansas Municipal Income Fund

C000030530 Class A

C000030531 Class B

C000030532 Class C

C000030533 Class Z

0001097519 S000011079 Nations Tennessee Intermediate Municipal Bond Fund

C000030534 Class A

C000030535 Class B

C000030536 Class C

C000030537 Class Z

0001097519 S000011080 Nations Florida Municipal Bond Fund

C000030538 Class A

C000030539 Class B

C000030540 Class C

C000030541 Class Z

0001097519 S000011081 Nations California Municipal Bond Fund

C000030542 Class A

C000030543 Class B

C000030544 Class C

C000030545 Class Z

485BPOS 1 b61261a1e485bpos.txt COLUMBIA FUNDS SERIES TRUST As filed with the Securities and Exchange Commission on June 14, 2006 Registration No. 333-89661; 811-09645 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-1A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ] Post-Effective Amendment No. 45 [X] REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ] Amendment No. 46 [X] (Check appropriate box or boxes) ---------- COLUMBIA FUNDS SERIES TRUST (Exact Name of Registrant as specified in Charter) One Financial Center Boston, MA 02111 (Address of Principal Executive Offices, including Zip Code) Registrant's Telephone Number, including Area Code: (800) 321-7854 James Bordewick c/o Columbia Management Group 100 Federal Street Boston, MA 02110 (Name and Address of Agent for Service) ---------- With copies to: Marco E. Adelfio, Esq. Burton M. Leibert, Esq. Steven G. Cravath, Esq. Willkie Farr & Gallagher Morrison & Foerster LLP 787 Seventh Avenue 2000 Pennsylvania Ave., N.W. New York, New York 10019 Washington, D.C. 20006 It is proposed that this filing will become effective (check appropriate box): [X] Immediately upon filing pursuant [ ] on (date) pursuant to Rule 485(b), or to Rule 485(b), or [ ] 60 days after filing pursuant [ ] on (date) pursuant to Rule 485(a), or to Rule 485(a). [ ] 75 days after filing pursuant to [ ] on (date) pursuant to paragraph (a)(2) paragraph(a)(2) of Rule 485 If appropriate, check the following box: [ ] this post-effective amendment designates a new effective date for a previously filed post-effective amendment. EXPLANATORY NOTE The Registrant is filing this Post-Effective Amendment No. 45 under the 1933 Act and Post-Effective Amendment No. 46 under the 1940 Act to Columbia Funds Series Trust's (the "Trust") Registration Statement on Form N-1A. Part A and Part B of the Trust's Registration Statement are hereby incorporated by reference to Post-Effective Amendment No. 44 under the 1933 Act and Amendment No. 45 under the 1940 Act, filed February 28, 2006. The purpose of this filing is to provide updated information for the Trust and to effect certain non-material changes. 576COLUMBIA FUNDS SERIES TRUST ONE FINANCIAL CENTER BOSTON, MASSACHUSETTS 02111 1-800-345-6611 FORM N-1A PART C OTHER INFORMATION ITEM 23. EXHIBITS All references to the "Registration Statement" in the following list of Exhibits refer to the Registrant's Registration Statement on Form N-1A (File Nos. 333-89661; 811-09645)

C-1

C-2

C-3

C-4

ITEM 24. PERSONS CONTROLLED BY OF UNDER COMMON CONTROL WITH THE FUND No person is controlled by or under common control with the Registrant. ITEM 25. INDEMNIFICATION Article VII of the Registrant's Declaration of Trust provides for the indemnification of the Registrant's trustees, officers, employees and other agents. Indemnification of the Registrant's administrators, distributor, custodian and transfer agents is provided for, respectively, in the Registrant's: 1. Administration Agreement with CMA; 2. Distribution Agreement with CMD; 3. Custody Agreement with State Street; and 4. Transfer Agency and Services Agreement with CFS and CMA. The Registrant has entered into a Cross Indemnification Agreement with Columbia Funds Master Investment Trust (the "Master Trust") dated September 26, 2005. The Master Trust will indemnify and hold harmless the Trust against any losses, claims, damages or liabilities to which the Trust may become subject under the Act, the 1940 Act, or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Prospectuses, any Preliminary Prospectuses, the Registration Statements, any other Prospectuses relating to the Securities, or any amendments or supplements to the foregoing (hereinafter referred to collectively as the "Offering Documents"), or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Offering Documents in reliance upon and in conformity with written information furnished to the Trust by the Master Trust expressly for use therein; and will reimburse the Trust for any legal or other expenses reasonably incurred by the Trust in C-5 connection with investigating or defending any such action or claim; provided, however, that the Master Trust shall not be liable in any such case to the extent that any such loss, claim, damage, or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Offering Documents in reliance upon and in conformity with written information furnished to the Master Trust by the Trust for use in the Offering Documents. The Trust will indemnify and hold harmless the Master Trust against any losses, claims, damages or liabilities to which the Master Trust may become subject under the Act, the 1940 Act, or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Offering Documents or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Offering Documents in reliance upon and in conformity with written information furnished to the Master Trust by the Trust expressly for use therein; and will reimburse the Master Trust for any legal or other expenses reasonably incurred by the Master Trust in connection with investigating or defending any such action or claim; provided, however, that the Trust shall not be liable in any such case to the extent that any such loss, claim, damage, or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Offering Documents in reliance upon and in conformity with written information furnished to the Trust by the Master Trust for use in the Offering Documents. Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party or parties under such subsection, notify the indemnifying party or parties in writing of the commencement thereof; but the omission to so notify the indemnifying party or parties shall not relieve it or them from any liability which it or they may have to any indemnified party otherwise than under such subsection. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party or parties of the commencement thereof, the indemnifying party or parties shall be entitled to participate therein and, to the extent that either indemnifying party or both shall wish, to assume the defense thereof, with counsel satisfactory to such indemnified party, and, after notice from the indemnifying party or parties to such indemnified part of its or their election so to assume the defense thereof, the indemnifying party or parties shall not be liable to such indemnified party under such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. The Registrant has obtained from a major insurance carrier a trustees' and officers' liability policy covering certain types of errors and omissions. In no event will the Registrant indemnify any of its trustees, officers, employees, or agents against any C-6 liability to which such person would otherwise be subject by reason of his/her willful misfeasance, bad faith, gross negligence in the performance of his/her duties, or by reason of his/her reckless disregard of the duties involved in the conduct of his/her office or arising under his agreement with the Registrant. The Registrant will comply with Rule 484 under the 1933 Act and Release No. 11330 under the 1940 Act, in connection with any indemnification. Insofar as indemnification for liability arising under the 1933 Act may be permitted to trustees, officers, and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission ("SEC") such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a trustee, officer, or controlling person of the Registrant in the successful defense of any action, suit, or proceeding) is asserted by such trustee, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue. ITEM 26. BUSINESS AND OTHER CONNECTIONS OF THE INVESTMENT ADVISER To the knowledge of the Registrant, none of the directors or officers of CMA, the adviser to the Registrant's portfolios, or Brandes or Marsico Capital, the investment sub-advisers to certain portfolios, except those set forth below, are or have been, at any time during the past two calendar years, engaged in any other business, profession, vocation or employment of a substantial nature, except that certain directors and officers also hold various positions with, and engage in business for, the company that owns all the outstanding stock (other than directors' qualifying shares) of CMA or Marsico Capital, or other subsidiaries of Bank of America Corporation. (a) CMA performs investment advisory services for the Registrant and certain other customers. CMA is a wholly-owned subsidiary of Bank of America Corporation. Information with respect to each director and officer of the investment sub-adviser is incorporated by reference to Form ADV filed by CMA (formerly, Banc of America Capital Management, LLC ("BACAP")) with the SEC pursuant to the Advisers Act (file no. 801-50372). (b) Brandes performs investment sub-advisory services for the Registrant and certain other customers. Information with respect to each director and officer of the investment sub-adviser is incorporated by reference to Form ADV filed by Brandes with the SEC pursuant to the Advisers Act (file no. 801-24986). (c) Marsico Capital performs investment sub-advisory services for the Registrant and certain other customers. Marsico Capital is a wholly-owned subsidiary of Bank of America Corporation. Information with respect to each director and officer of C-7 the investment sub-adviser is incorporated by reference to Form ADV filed by Marsico Capital with the SEC pursuant to the Advisers Act (file no. 801-54914). ITEM 27. PRINCIPAL UNDERWRITERS (a) CMD, distributor for the Registrant, does not presently act as investment adviser for any other registered investment companies, but does act as distributor for Nations Separate Account Trust and as placement agent for the Master Trust, both of which are registered open-end management investment companies. CMD is also the Registrant's principal underwriter. CMD acts in such capacity for each series of Columbia Funds Series Trust I, Columbia Funds Trust I, Columbia Funds Trust II, Columbia Funds Trust III, Columbia Funds Trust IV, Columbia Funds Trust V, Columbia Funds Trust VI, Columbia Funds Trust VII, Columbia Funds Trust VIII, Columbia Funds Trust XI, Columbia Acorn Trust, Columbia Balanced Fund, Inc., Columbia Conservative High Yield Fund, Inc., Columbia Oregon Intermediate Municipal Bond Fund, Inc., Columbia Real Estate Equity Fund, Inc., Columbia Small Cap Growth Fund I, Columbia Mid Cap Growth Fund, Inc., Columbia Strategic Investor Fund Inc., Columbia Technology Fund, Inc., Liberty Variable Investment Trust, SteinRoe Variable Investment Trust and Wanger Advisors Trust. (b) Information with respect to each director and officer of the principal underwriter is incorporated by reference to Post-Effective Amendment No. 67, filing July 29, 2005 filed by Columbia Funds Trust II with the SEC pursuant to the 1940 Act (file no. 811-03009). (c) Not applicable. ITEM 28. LOCATION OF ACCOUNTS AND RECORDS (1) CMA, One Financial Center, Boston, MA 02111 (records relating to its function as investment sub-adviser). (2) Brandes, 11988 El Camino Real, San Diego, CA 92130 (records relating to its function as investment sub-adviser). (3) Marsico Capital, 1200 17th Street, Suite 1600, Denver, CO 80202 (records relating to its function as investment sub-adviser). (4) CFS, P.O. Box 8081, Boston, MA 02266-8081 (records relating to its function as transfer agent). (5) CMD, One Financial Center, Boston, MA 02110 (records relating to its function as distributor). (6) Bank of America, One Bank of America Plaza, Charlotte, NC 28255 (records relating to its function as sub-transfer agent). C-8 (7) State Street, Two Avenue de Lafayette, LCC/4S, Boston, MA 0211 (records relating to its function as custodian). ITEM 29. MANAGEMENT SERVICES Not Applicable ITEM 30. UNDERTAKINGS Not Applicable C-9 SIGNATURES Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all the requirements for effectiveness of this Post-Effective Amendment to the Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this Amendment to its Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, State of Massachusetts on the 14th day of June, 2006. COLUMBIA FUNDS SERIES TRUST By: /s/ Christopher L. Wilson -------------------------------- Christopher L. Wilson President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to the Registration Statement has been signed below by the following persons in the capacities and on the date indicated:

/s/ James R. Bordewick, Jr. - ---------------------------------- James R. Bordewick, Jr. * Attorney-in-Fact for each Trustee EX-99.D.5 2 b61261a1exv99wdw5.txt BRANDES SUB-ADVISORY AGTREEMENT INVESTMENT SUB-ADVISORY AGREEMENT COLUMBIA FUNDS SERIES TRUST THIS AGREEMENT is made as of September 30, 2005 by and between COLUMBIA MANAGEMENT ADVISORS, LLC, a Delaware limited liability company (the "Adviser"), BRANDES INVESTMENT PARTNERS, L.P, a Delaware limited partnership (the "Sub-Adviser"), and COLUMBIA FUNDS SERIES TRUST, a Delaware statutory trust (the "Trust"), on behalf of those series of the Trust now or hereafter identified on Schedule I (each a "Fund" and collectively, the "Funds"). WHEREAS, the Trust is registered with the Securities and Exchange Commission (the "Commission") as an open-end management investment company under the Investment Company Act of 1940, as amended (the "1940 Act"); WHEREAS, the Adviser is registered with the Commission as an investment adviser under the Investment Advisers Act of 1940, as amended (the "Advisers Act"); WHEREAS, the Sub-Adviser is also registered with the Commission as an investment adviser under the Advisers Act; WHEREAS, the Adviser and the Trust have entered into an investment advisory agreement (the "Investment Advisory Agreement"), pursuant to which the Adviser manages the investment operations of each Fund and may delegate certain duties of the Adviser to one or more investment sub-adviser(s); and WHEREAS, the Adviser, with the approval of the Board of Trustees of the Trust (the "Board"), including a majority of the Trustees who are not "interested persons" (defined herein) of any party to this Agreement, desires to delegate to the Sub-Adviser the duty to manage the portfolio investments of the Funds; NOW, THEREFORE, in consideration of the promises and mutual covenants herein contained, it is agreed between the parties hereto as follows: 1. APPOINTMENT OF SUB-ADVISER. The Adviser hereby appoints the Sub-Adviser and the Sub-Adviser hereby agrees to manage the portfolio investments of each Fund subject to the terms of this Agreement and subject to the supervision of the Adviser and the Board. 2. SERVICES OF SUB-ADVISER. The Sub-Adviser shall perform all services necessary for the management of the portfolio investments of each Fund, including but not limited to: (a) Managing, in its discretion, the investment and reinvestment of all assets, now or hereafter acquired by each Fund, including determining what securities and other investments are to be purchased or sold for each Fund and executing transactions accordingly; -1- (b) Transmitting trades to each Fund's custodian for settlement in accordance with each Fund's procedures and as may be directed by the Trust; (c) Assisting in the preparation of all shareholder communications, including shareholder reports, and participating in shareholder relations; (d) Making determinations as to the manner in which voting rights and/or any other rights pertaining to each Fund's securities holdings shall be exercised; provided, however, that any such determinations shall be subject to any policies, procedures or directives approved by the Board and provided to the Sub-Adviser; (e) Attending and participating in discussions and meetings with the Adviser with respect to Fund investment policies and procedures, and carrying out such investment policies and procedures as are approved by the Board or by the Adviser under authority delegated by the Board to the Adviser and provided to the Sub-Adviser; (f) Supplying reports, evaluations, analyses, statistical data and information to the Adviser, the Board or to the Funds' officers and other service providers as the Adviser or the Board may reasonably request from time to time or as may be necessary or appropriate for the operation of the Trust as an open-end investment company or as necessary to comply with Section 3(a) of this Agreement; (g) Maintaining all required books and records with respect to the investment decisions and securities transactions for each Fund; (h) Furnishing any and all other services, subject to review by the Board, that the Adviser from time to time determines to be necessary or useful to perform its obligations under the Investment Advisory Agreement or as the Board may reasonably request from time to time. 3. RESPONSIBILITIES OF SUB-ADVISER. In carrying out its obligations under this Agreement, the Sub-Adviser agrees that it will: (a) Comply with all applicable law, including but not limited to the 1940 Act and the Advisers Act, the rules and regulations of the Commission thereunder, and the conditions of any order affecting the Trust or a Fund issued thereunder; (b) Use the same skill and care in providing such services as it uses in providing services to other fiduciary accounts for which it has investment responsibilities; (c) The Sub-Adviser acknowledges that the Funds may engage in transactions with certain investment sub-advisers in the Columbia Funds Family (and their affiliated persons) in reliance on exemptions under Rule 10f-3, Rule 12d3-1, Rule 17a-10 and Rule 17e-1 under the 1940 Act. Accordingly, the Sub-Adviser hereby agrees that it will not consult with any other investment sub-adviser of a Columbia Fund in the Columbia Funds Family concerning transactions for a Fund in securities or other investments, other than for purposes of complying with the conditions of Rule 12d3-1(a) and (b). With -2- respect to a Fund with one or more investment sub-advisers in addition to the Sub-Adviser, the Sub-Adviser shall be limited to providing investment advice only with respect to the portion of the Fund's assets as the Adviser may determine from time to time, and shall not consult with any other investment sub-adviser to the Fund that is a principal underwriter or an affiliated person of a principal underwriter concerning transactions for the Fund in securities or other investments. (d) Place, or arrange for the placement of, all orders pursuant to its investment determinations for the Funds either directly with the issuer or with any broker or dealer (including any broker or dealer affiliated with the Trust, the Adviser or any of their affiliates; with listings of such affiliated brokers and dealers to be provided to the Sub-Adviser by the Adviser on an annual basis, and more frequently as changes occur). In executing portfolio transactions and selecting brokers or dealers, the Sub-Adviser will use its best efforts to seek on behalf of each Fund the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating the best overall terms available, and in selecting the broker or dealer to execute a particular transaction, the Sub-Adviser may also consider whether such broker or dealer furnishes research and other information or services to the Sub-Adviser; and (e) Adhere to the investment objective, strategies and policies and procedures of the Trust adopted on behalf of each Fund including, but not limited to, those stated in each of their prospectuses and statements of additional information. 4. CONFIDENTIALITY OF INFORMATION. Each party agrees that it will treat confidentially all information provided by another party regarding such other party's business and operations which is not generally known by third parties nor otherwise generally disclosed publicly by such other party, including without limitation the investment activities or holdings of a Fund, except as is otherwise mutually agreed upon by the parties. Each party agrees that it will not unreasonably withhold its agreement to disclosure of investment activities or holdings. All confidential information provided by a party hereto shall not be disclosed to any unaffiliated third party without the prior consent of the providing party. The foregoing shall not apply to any information that is public when provided or thereafter becomes public through disclosure by the party about whom the information relates or becomes public without any wrongful act of the party providing such information or which is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, by any auditor of the parties hereto, by judicial or administrative process or by applicable law or regulation. 5. SERVICES NOT EXCLUSIVE. The services furnished by the Sub-Adviser hereunder are deemed not to be exclusive, and the Sub-Adviser shall be free to furnish similar services to others so long as its provision of services under this Agreement is not impaired thereby. To the extent that the purchase or sale of securities or other investments of the same issuer may be deemed by the Sub-Adviser to be suitable for two or more accounts managed by the Sub-Adviser, the available -3- securities or investments may be allocated in a manner believed by the Sub-Adviser to be equitable to each account. It is recognized that in some cases this procedure may adversely affect the price paid or received by a Fund or the size of the position obtainable for or disposed of by a Fund. 6. DELIVERY OF DOCUMENTS. The Trust will provide the Sub-Adviser with copies, properly certified or authenticated, of each of the following: (a) the Trust's Certificate of Trust, as filed with the Secretary of State of Delaware, and Declaration of Trust (such Declaration of Trust, as presently in effect and as from time to time amended, is herein called the "Declaration of Trust"); (b) the Trust's Bylaws, if any; (c) the most recent prospectus(es) and statement(s) of additional information relating to each Fund (such prospectus(es) together with the related statement(s) of additional information, as presently in effect and all amendments and supplements thereto, are herein called the "Prospectus"); and (d) any and all applicable policies and procedures approved by the Board. The Trust will promptly furnish the Sub-Adviser with copies of any and all amendments of or additions or supplements to the foregoing. 7. BOOKS AND RECORDS. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records that it maintains for each Fund under this Agreement are the property of the Trust and further agrees to surrender promptly to the Trust or the Adviser any of such records upon request. The Sub-Adviser further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records required to be maintained by it under this Agreement. 8. EXPENSES OF THE FUNDS. Except to the extent expressly assumed by the Sub-Adviser and except to any extent required by law to be paid or reimbursed by the Sub-Adviser, the Sub-Adviser shall have no duty to pay any ordinary operating expenses incurred in the organization and operation of the Funds. Ordinary operating expenses include, but are not limited to, brokerage commissions and other transaction charges, taxes, legal, auditing, printing, or governmental fees, other Fund service providers' fees and expenses, expenses relating to the issue, sale (including any sales loads), redemption and repurchase of shares, expenses of registering and qualifying shares for sale, expenses relating to Board and shareholder meetings, and the cost of preparing and distributing reports and notices to shareholders. The Sub-Adviser shall pay all other expenses incurred by it in connection with its services under this Agreement. 9. COMPENSATION. Except as otherwise provided herein, for the services provided to each Fund and the expenses assumed pursuant to this Agreement, the Adviser will pay the Sub-Adviser and the Sub-Adviser will accept as full compensation therefor a fee determined in accordance with Schedule I attached hereto. It is understood that the Adviser shall be solely responsible -4- for compensating the Sub-Adviser for performing any of the duties delegated to the Sub-Adviser and the Sub-Adviser agrees that it shall have no claim against the Trust or any Fund with respect to compensation under this Agreement. 10. LIABILITY OF SUB-ADVISER. The Sub-Adviser shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Adviser or the Trust in connection with the performance of this Agreement, except that the Sub-Adviser shall be liable to the Adviser or the Trust for any loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services or any loss resulting from willful misfeasance, bad faith or negligence on the part of the Sub-Adviser in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. 11. TERM AND APPROVAL. This Agreement will become effective as of the date set forth herein above, and shall continue in effect until the second anniversary of its effective date. This Agreement will become effective with respect to each additional Fund as of the date set forth on Schedule I when each such Fund is added thereto. The Agreement shall continue in effect for a Fund after the second anniversary of the effective date for successive annual periods ending on each anniversary of such date, provided that the continuation of the Agreement is specifically approved for the Fund at least annually: (a)(i) by the Board or (ii) by the vote of "a majority of the outstanding voting securities" of the Fund (as defined in Section 2(a)(42) of the 1940 Act); and (b) by the affirmative vote of a majority of the Trustees of the Trust who are not parties to this Agreement or "interested persons" (as defined in the 1940 Act) of a party to this Agreement (other than as Trustees of the Trust), by votes cast in person at a meeting specifically called for such purpose. 12. TERMINATION. This Agreement may be terminated without payment of any penalty at any time by: (a) the Trust with respect to a Fund, by vote of the Board or by vote of a majority of a Fund's outstanding voting securities, upon sixty (60) days' written notice to the other parties to this Agreement; or (b) the Adviser or the Sub-Adviser with respect to a Fund, upon sixty (60) days' written notice to the other parties to this Agreement. Any party entitled to notice may waive the notice provided for herein. This Agreement shall automatically terminate in the event of its assignment, unless an order is issued by the Commission conditionally or unconditionally exempting such assignment from the provisions of Section 15(a) of the 1940 Act, in which event this Agreement shall remain in full force and effect subject to the terms of such order. For the purposes of this paragraph, the definitions contained in Section 2(a) of the 1940 Act and the applicable rules under the 1940 Act shall apply. -5- 13. CODE OF ETHICS. The Sub-Adviser represents that it has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide the Adviser or the Trust with a copy of such code, any amendments or supplements thereto and its policies and/or procedures implemented to ensure compliance therewith. 14. INSURANCE. The Sub-Adviser shall maintain for the term of this Agreement and provide evidence thereof to the Trust or the Adviser a blanket bond and professional liability (error and omissions) insurance in an amount reasonably acceptable to Adviser. 15. REPRESENTATIONS AND WARRANTIES. Each party to this Agreement represents and warrants that the execution, delivery and performance of its obligations under this Agreement are within its powers, have been duly authorized by all necessary actions and that this Agreement constitutes a legal, valid and binding obligation enforceable against it in accordance with its terms. The Sub-Adviser further represents and warrants that it is duly registered as an investment adviser under the Advisers Act. 16. AMENDMENT OF THIS AGREEMENT. No provision of this Agreement may be changed, waived, discharged or terminated orally, except by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. 17. NOTICES. Any notices under this Agreement shall be in writing, addressed and delivered or mailed postage paid to such address as may be designated for the receipt of such notice. Until further notice, it is agreed that the address of the Trust shall be One Financial Center, Boston, Massachusetts, 02111, Attention: Secretary, that of the Adviser shall be One Financial Center, Boston, Massachusetts, 02111, Attention: President, and that of the Sub-Adviser shall be Brandes Investment Partners, L.P., 11988 El Camino Real, San Diego, California 92130, Attention: General Counsel. The Sub-Adviser agrees to promptly notify the Adviser and the Trust, and the Adviser and the Trust agree to notify the Sub-Adviser, in writing of the occurrence of any event which could have a material impact on the performance of another party's duties under this Agreement, including but not limited to (i) the occurrence of any event which could disqualify the Adviser or the Sub-Adviser from serving as an investment adviser pursuant to Section 9 of the 1940 Act; (ii) any material change in the notifying party's business activities; (iii) any event that would constitute a change in control of the notifying party; (iv) any change in the portfolio manager or portfolio management team of a Fund; (v) the existence of any pending or threatened audit, investigation, examination, complaint or other inquiry (other than routine audits or regulatory examinations or inspections) relating to any Fund; and (vi) any material violation of the notifying party's code of ethics. 18. RELEASE. The names "Columbia Funds Series Trust" and "Trustees of Columbia Funds Series Trust" refer respectively to the Trust created by the Declaration of Trust and the Trustees as Trustees but not individually or personally. All parties hereto acknowledge and agree that any and all liabilities of the Trust arising, directly or indirectly, under this Agreement will be satisfied solely out of the assets of the Trust and that no Trustee, officer or shareholder shall be personally liable for any such liabilities. All persons dealing with any Fund of the Trust must look solely to the property belonging to such Fund for the -6- enforcement of any claims against the Trust. Nothing in this Section 18 shall be deemed to limit the liabilities to which a Trustee, officer or shareholder of the Trust may be subject under applicable law arising from such person's own wrongful conduct. 19. MISCELLANEOUS. This Agreement contains the entire understanding of the parties hereto. Each provision of this Agreement is intended to be severable. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. 20. GOVERNING LAW. This Agreement shall be governed by, and construed in accordance with, Delaware law and the federal securities laws, including the 1940 Act and the Advisers Act. 21. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. 22. USE OF THE NAME "COLUMBIA FUNDS". The Sub-Adviser agrees that it will not use the name "Columbia Funds", any derivative thereof, or the name of the Adviser, the Trust or any Fund except in accordance with such policies and procedures as may be mutually agreed to in writing. -7- 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 on behalf of the Funds By: /s/ Christopher L. Wilson ------------------------------------ Christopher L. Wilson President COLUMBIA MANAGEMENT ADVISORS, LLC By: /s/ Roger Sayler ------------------------------------ Roger Sayler Executive Vice President BRANDES INVESTMENT PARTNERS, L.P. By: /s/ Glenn R. Carlson ------------------------------------ Name: Glenn R. Carlson Title: Chief Executive Officer -8- SCHEDULE I The Adviser shall pay the Sub-Adviser, as full compensation for services provided and expenses assumed hereunder, a sub-advisory fee for each Fund, computed daily and payable monthly at the annual rates listed below as a percentage of the average daily net assets of the Fund:

Approved: November 21, 2002 Last Amended: September 30, 2005 -9- EX-99.G.2 3 b61261a1exv99wgw2.txt MASTER CUSTODIAN AGREEMENT COLUMBIA MANAGEMENT. June 1, 2006 State Street Bank and Trust Company 2 Avenue de Lafayette, 4th Floor Boston, MA 02111 Attention: Janine Donovan, Vice President Re: Banc of America Funds Trust (the "FUND") Ladies and Gentlemen: Please be advised that the undersigned Fund has been incorporated and registered as a management investment company under the Investment Company Act of 1940, as amended, with the following series: 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 2030 Portfolio Banc of America Retirement 2035 Portfolio Banc of America Retirement 2040 Portfolio In accordance with Section 18, the Additional Funds provision, of the Master Custodian Agreement dated as of June 13, 2005, as amended, by and among each registered management investment company party thereto and State Street Bank and Trust Company, the undersigned Fund hereby requests that your bank act as Custodian for the Fund under the terms of the aforementioned contract. In connection with such request, the undersigned Fund hereby confirms to you, as of the date hereof, its representations and warranties set forth in Section 25 of the aforementioned contract. MAIL CODE MA5-515-05-03 ONE FINANCIAL CENTER, BOSTON, MA 02111-2081 Columbia Management is the primary asset management group and is non-bank subsidiary of Bank of America Corporation. [ILLEGIBLE] Paper Kindly indicate your acceptance of the foregoing by executing two copies of this letter agreement, returning one to the Fund and retaining one for your records. Sincerely, BANC OF AMERICA FUNDS TRUST on behalf of each series named on Exhibit A attached hereto By: /s/ Michael G. Clarke ------------------------------------------------ Name: Michael G. Clarke Title: Chief Accounting Officer, Duly Authorized AGREED AND ACCEPTED: STATE STREET BANK AND TRUST COMPANY By: /s/ Joseph L. Hooley ----------------------------------------------- Name: Joseph L. Hooley Title: Executive Vice President, Duly Authorized Effective Date: June 1, 2006 EXHIBIT A BANC OF AMERICA FUNDS TRUST 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 2030 Portfolio Banc of America Retirement 2035 Portfolio Banc of America Retirement 2040 Portfolio EX-99.H.9 4 b61261a1exv99whw9.txt CROSS INDEMNIFICATION AGREEMENT CROSS INDEMNIFICATION AGREEMENT THIS AGREEMENT is made as of the 26th day of September 2005, by and among Columbia Funds Master Investment Trust (the "Master Trust"), a Delaware statutory trust and Columbia Funds Series Trust (the "Trust"), a Delaware statutory trust. WHEREAS, the Master Trust is an open-end management investment company registered as such under the 1940 Act, currently consisting of eleven operating investment portfolios, but which may from time to time consist of a greater or lesser number of investment portfolios; and WHEREAS, the Trust is an open-end management investment company registered as such under the Investment Company Act of 1940 (the "1940 Act"), currently consisting of forty-eight operating investment portfolios, but which may from time to time consist of a greater or lesser number of investment portfolios; and WHEREAS, the Trust plans to offer, on a continuous basis, units of beneficial interests in its investment portfolios ("Securities") in a set of prospectuses ("Prospectuses") and/or preliminary prospectuses ("Preliminary Prospectuses") (such offering of Securities to be hereinafter referred to as the "Offering") and plans to file, from time to time, such set of prospectuses and other materials with the Securities and Exchange Commission ("SEC") (such filings with the SEC to be referred to herein as the "Registration Statements"); WHEREAS, certain information relating to the Master Trust must be included in the prospectuses of the Trust and therefore will be included in the Offerings and Registration Statements; NOW THEREFORE, the Master Trust and the Trust hereby agree as follows: (1) (a) The Master Trust will indemnify and hold harmless the Trust against any losses, claims, damages or liabilities to which the Trust may become subject under the Act, the 1940 Act, or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Prospectuses, any Preliminary Prospectuses, the Registration Statements, any other Prospectuses relating to the Securities, or any amendments or supplements to the foregoing (hereinafter referred to collectively as the "Offering Documents"), or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Offering Documents in reliance upon and in conformity with written information furnished to the Trust by the Master Trust expressly for use therein; and will reimburse the Trust for any legal or other expenses reasonably incurred by the Trust in connection with investigating or defending any such action or claim; provided, however, that the Master Trust shall not be liable in any such case to the extent that any such loss, claim, damage, or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Offering Documents in reliance upon and in conformity with written information furnished to the Master Trust by the Trust for use in the Offering Documents. (b) The Trust will indemnify and hold harmless the Master Trust against any losses, claims, damages or liabilities to which the Master Trust may become subject under the Act, the 1940 Act, or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Offering Documents or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Offering Documents in reliance upon and in conformity with written information furnished to the Master Trust by the Trust expressly for use therein; and will reimburse the Master Trust for any legal or other expenses reasonably incurred by the Master Trust in connection with investigating or defending any such action or claim; provided, however, that the Trust shall not be liable in any such case to the extent that any such loss, claim, damage, or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Offering Documents in reliance upon and in conformity with written information furnished to the Trust by the Master Trust for use in the Offering Documents. (c) Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party or parties under such subsection, notify the indemnifying party or parties in writing of the commencement thereof; but the omission to so notify the indemnifying party or parties shall not relieve it or them from any liability which it or they may have to any indemnified party otherwise than under such subsection. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party or parties of the commencement thereof, the indemnifying party or parties shall be entitled to participate therein and, to the extent that either indemnifying party or both shall wish, to assume the defense thereof, with counsel satisfactory to such indemnified party, and, after notice from the indemnifying party or parties to such indemnified part of its or their election so to assume the defense thereof, the indemnifying party or parties shall not be liable to such indemnified party under such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. (2) This agreement may be executed simultaneously in five or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties hereto have caused this instrument to be duly executed by their authorized officers designated below as of the day and year first written above. COLUMBIA FUNDS MASTER INVESTMENT TRUST By: /s/ Donald Froude ------------------------------------ Name: Donald Froude COLUMBA FUNDS SERIES TRUST By: /s/ Christopher Wilson ------------------------------------ Name: Christopher Wilson Title: President EX-99.O.1 5 b61261a1exv99wow1.txt 18F-3 PLAN COLUMBIA FUNDS SERIES TRUST RULE 18F-3 MULTI-CLASS PLAN I. INTRODUCTION. Pursuant to Rule 18f-3 under the Investment Company Act of 1940, as amended (the "1940 Act"), the following sets forth the method for allocating fees and expenses among each class of shares in the investment portfolios of Columbia Funds Series Trust (the "Trust"). In addition, this Rule 18f-3 Multi-Class Plan (the "Plan") sets forth the maximum initial sales loads, contingent deferred sales charges, Rule 12b-1 distribution fees, shareholder servicing fees, conversion features, exchange privileges and other shareholder services, if any, applicable to a particular class of shares of the investment portfolios of the Trust. The Plan also identifies expenses that may be allocated to a particular class of shares to the extent that they are actually incurred in a different amount by the class or relate to a different kind or degree of services provided to the class. The Trust is an open-end series investment company registered under the 1940 Act, the shares of which are registered on Form N-1A under the Securities Act of 1933 (Registration Nos. 333-89661 and 811-09645). The Trust elects to offer multiple classes of shares in its investment portfolios pursuant to the provisions of Rule 18f-3 and this Plan. The Trust currently consists of the following fifty-two separate multi-class investment portfolios: Columbia Asset Allocation Fund II, Columbia California Intermediate Municipal Bond Fund, Columbia Convertible Securities Fund, Columbia Florida Intermediate Municipal Bond Fund, Columbia Georgia Intermediate Municipal Bond Fund, Columbia Global Value Fund, Columbia High Income Fund, Columbia Intermediate Core Bond Fund, Columbia International Value Fund, Columbia Large Cap Core Fund, Columbia Large Cap Enhanced Core Fund, Columbia Large Cap Index Fund, Columbia Large Cap Value Fund, Columbia Marsico 21st Century Fund, Columbia Marsico Focused Equities Fund, Columbia Marsico Growth Fund, Columbia Marsico International Opportunities Fund, Columbia Marsico Mid Cap Growth Fund, Columbia Maryland Intermediate Municipal Bond Fund, Columbia Mid Cap Index Fund, Columbia Mid Cap Value Fund, Columbia Multi-Advisor International Equity Fund, Columbia Municipal Income Fund, Columbia North Carolina Intermediate Municipal Bond Fund, Columbia Short Term Bond Fund, Columbia Short Term Municipal Bond Fund, Columbia Small Cap Growth Fund II, Columbia Small Cap Index Fund, Columbia Small Cap Value Fund II, Columbia South Carolina Intermediate Municipal Bond Fund, Columbia Texas Intermediate Municipal Bond Fund, Columbia Total Return Bond Fund, Columbia Virginia Intermediate Municipal Bond Fund and Columbia LifeGoal Income Portfolio, Columbia LifeGoal Balanced Growth Portfolio, Columbia LifeGoal Growth Portfolio, Columbia LifeGoal Income and Growth Portfolio, Columbia Masters Global Equity Portfolio, Columbia Masters Heritage Portfolio and Columbia Masters International Equity Portfolio (the "Non-Money Market Funds"), and Columbia California Tax-Exempt Reserves, Columbia Cash Reserves, Columbia Government Reserves, Columbia Money Market Reserves, Columbia Municipal Reserves, Columbia New York Tax-Exempt Reserves, Columbia Tax-Exempt Reserves, Columbia Treasury Reserves, 1 Columbia Government Plus Reserves, Columbia Prime Reserves, Columbia Connecticut Municipal Reserves and Columbia Massachusetts Municipal Reserves (the "Money Market Funds"). The above-listed investment portfolios of the Trust (the "Funds") are authorized to issue the following classes of shares representing interests in the Funds: (i) Non-Money Market Funds (except Columbia Small Cap Index Fund, Columbia Mid Cap Index Fund, Columbia Large Cap Index Fund, Columbia Large Cap Enhanced Core Fund, Columbia Large Cap Value Fund, Columbia Small Cap Value Fund II, Columbia Marsico Growth Fund, Columbia Marsico 21st Century Fund, Columbia Marsico International Opportunities Fund, Columbia Mid Cap Value Fund, Columbia Multi-Advisor International Equity Fund, Columbia LifeGoal Balanced Growth Portfolio, Columbia LifeGoal Growth Portfolio, Columbia LifeGoal Income and Growth Portfolio and Columbia Masters International Equity Portfolio) -- Class Z Shares, Class A Shares, Class B Shares and Class C Shares; (ii) Columbia Small Cap Index Fund, Columbia Mid Cap Index Fund and Columbia Large Cap Index Fund -- Class Z Shares and Class A Shares; (iii) Columbia Large Cap Enhanced Core Fund -- Class Z Shares, Class A Shares and Class R Shares; (iv) Columbia Large Cap Value Fund, Columbia Mid Cap Value Fund, Columbia Marsico Growth Fund, Columbia Marsico International Opportunities Fund, Columbia Marsico 21st Century Fund, Columbia Multi-Advisor International Equity Fund, Columbia Small Cap Value Fund II, Columbia LifeGoal Balanced Growth Portfolio, Columbia LifeGoal Growth Portfolio, Columbia LifeGoal Income and Growth Portfolio and Columbia Masters International Equity Portfolio - Class Z Shares, Class A Shares, Class B Shares, Class C Shares and Class R Shares; (v) Columbia California Tax-Exempt Reserves -- Class B Shares, Class C Shares, Market Class Shares, Daily Class Shares, Investor Class Shares, Service Class Shares, Trust Class Shares, Liquidity Class Shares, Capital Class Shares, Institutional Class Shares and Adviser Class Shares; (vi) Columbia Cash Reserves -- Class Z Shares, Class A Shares, Class B Shares, Class C Shares, Market Class Shares, Daily Class Shares, Investor Class Shares, Service Class Shares, Trust Class Shares, Liquidity Class Shares, Capital Class Shares, Institutional Class Shares, Adviser Class Shares and Marsico Shares; 2 (vii) Columbia Money Market Reserves and Columbia New York Tax-Exempt Reserves -- Class B Shares, Class C Shares, Market Class Shares, Daily Class Shares, Investor Class Shares, Service Class Shares, Trust Class Shares, Liquidity Class Shares, Capital Class Shares, Institutional Class Shares, Adviser Class Shares, G-Trust Shares and Retail A Shares; (viii) Columbia Government Reserves and Columbia Tax-Exempt Reserves -- Class A Shares, Class B Shares, Class C Shares, Market Class Shares, Daily Class Shares, Investor Class Shares, Service Class Shares, Trust Class Shares, Liquidity Class Shares, Capital Class Shares, Institutional Class Shares, Adviser Class Shares, G-Trust Shares and Retail A Shares; (ix) Columbia Municipal Reserves -- Class Z Shares, Class B Shares, Class C Shares, Market Class Shares, Daily Class Shares, Investor Class Shares, Service Class Shares, Trust Class Shares, Liquidity Class Shares, Capital Class Shares, Institutional Class Shares and Adviser Class Shares; (x) Columbia Treasury Reserves -- Class A Shares, Class B Shares, Class C Shares, Market Class Shares, Daily Class Shares, Investor Class Shares, Service Class Shares, Trust Class Shares, Liquidity Class Shares, Capital Class Shares, Institutional Class Shares and Adviser Class Shares; (xi) Columbia Government Plus Reserves -- Liquidity Class Shares, Institutional Class Shares, Trust Class Shares, Capital Class Shares, Adviser Class Shares, G-Trust Shares and Retail A Shares; (xii) Columbia Prime Reserves -- Liquidity Class Shares, Institutional Class Shares, Trust Class Shares, Capital Class Shares and Adviser Class Shares; (xiii) Columbia Connecticut Municipal Reserves and Columbia Massachusetts Municipal Reserves -- G-Trust Shares and Retail A Shares; II. ALLOCATION OF EXPENSES. A. Pursuant to Rule 18f-3 under the 1940 Act, the Trust shall allocate to each class of shares in a Fund (i) any fees and expenses incurred by the Trust in connection with the distribution of such class of shares under a distribution plan adopted for such class of shares pursuant to Rule 12b-1, ("Distribution Plan") and (ii) any fees and expenses incurred by the Trust under a shareholder servicing plan in connection with the provision of shareholder services to the holders of such class of shares ("Shareholder Servicing Plan"). B. In addition, pursuant to Rule 18f-3, the Trust may allocate the following fees and expenses, if any, to a particular class of shares in a single Fund: 3 (i) transfer agent fees identified by the transfer agent as being attributable to such class of shares; (ii) printing and postage expenses related to preparing and distributing materials such as shareholder reports, prospectuses, reports and proxies to current shareholders of such class of shares or to regulatory agencies with respect to such class of shares; (iii) blue sky registration or qualification fees incurred by such class of shares; (iv) Securities and Exchange Commission registration fees incurred by such class of shares; (v) the expense of administrative personnel and services (including, but not limited to, those of a portfolio accountant, custodian or dividend paying agent charged with calculating net asset values or determining or paying dividends) as required to support the shareholders of such class of shares; (vi) litigation or other legal expenses relating solely to such class of shares; (vii) fees of the Trustees of the Trust incurred as a result of issues relating to such class of shares; (viii) independent accountants' fees relating solely to such class of shares; and (ix) any other fees and expenses, not including advisory or custodial fees or other expenses related to the management of the Fund's assets, relating to (as defined below) such class of shares. C. For all purposes under this Plan, fees and expenses "relating to" a class of shares are those fees and expenses that are actually incurred in a different amount by the class or that relate to a different kind or degree of services provided to the class. The proper officers of the Trust shall have the authority to determine whether any or all of the fees and expenses described in Section B of this Part II should be allocated to a particular class of shares. The Board of Trustees will monitor any such allocations to ensure that they comply with the requirements of the Plan. D. Income and any expenses of Columbia California Intermediate Municipal Bond Fund, Columbia Florida Intermediate Municipal Bond Fund, Columbia Georgia Intermediate Municipal Bond Fund, Columbia Maryland Intermediate Municipal Bond Fund, Columbia North Carolina Intermediate Municipal Bond Fund, Columbia South Carolina Intermediate Municipal Bond Fund, Columbia Texas Intermediate Municipal Bond Fund, Columbia Virginia Intermediate Municipal Bond Fund, Columbia Municipal Income Fund, Columbia Short Term Municipal Bond Fund, Columbia Short Term Bond Fund and Columbia Total Return Bond Fund not allocated to a particular class of any such Fund pursuant to this Plan 4 shall be allocated to each class of the Fund on the basis of the relative net assets (settled shares), as defined in Rule 18f-3, of that class in relation to the net assets of the Fund. Realized and unrealized capital gains and losses of Columbia California Intermediate Municipal Bond Fund, Columbia Florida Intermediate Municipal Bond Fund, Columbia Georgia Intermediate Municipal Bond Fund, Columbia Maryland Intermediate Municipal Bond Fund, Columbia North Carolina Intermediate Municipal Bond Fund, Columbia South Carolina Intermediate Municipal Bond Fund, Columbia Texas Intermediate Municipal Bond Fund, Columbia Virginia Intermediate Municipal Bond Fund, Columbia Municipal Income Fund, Columbia Short Term Municipal Bond Fund, Columbia Short Term Bond Fund, and Columbia Total Return Bond Fund shall be allocated to each class of the Fund on the basis of the relative net assets (settled shares), as defined in Rule 18f-3, of that class in relation to the net assets of the Fund. Income, realized and unrealized capital gains and losses, and any expenses of Columbia Mid Cap Index Fund, Columbia High Income Fund, Columbia Marsico 21st Century Fund, Columbia Marsico International Opportunities Fund, Columbia Global Value Fund, Columbia Asset Allocation Fund II, Columbia Marsico Focused Equities Fund, Columbia Marsico Growth Fund, Columbia Mid Cap Value Fund, Columbia Large Cap Core Fund, Columbia Convertible Securities Fund, Columbia Large Cap Value Fund, Columbia Marsico Mid Cap Growth Fund, Columbia Large Cap Index Fund, Columbia Large Cap Enhanced Core Fund, Columbia Small Cap Index Fund, Columbia Small Cap Growth Fund II, Columbia International Value Fund, Columbia Multi-Advisor International Equity Fund, Columbia Intermediate Core Bond Fund, Columbia Small Cap Value Fund II, Columbia LifeGoal Income Portfolio, LifeGoal Balanced Growth Portfolio, LifeGoal Growth Portfolio, LifeGoal Income and Growth Portfolio, Columbia Masters Global Equity Portfolio, Columbia Masters Heritage Portfolio, Columbia Masters International Equity Portfolio and the Money Market Funds not allocated to a particular class of any such Fund pursuant to this Plan shall be allocated to each class of the Fund on the basis of the relative net assets (settled shares), as defined in Rule 18f-3, of that class in relation to the net assets of the Fund. E. In certain cases, Columbia Management Advisors, LLC ("CMA"), Marsico Capital Management, LLC ("Marsico Capital"), Brandes Investment Partners, L.P. ("Brandes"), Causeway Capital Management LLC ("Causeway"), MacKay Shields LLC ("MacKay"), Banc of America Securities LLC ("BAS"), Bank of America, N.A. ("Bank of America"), Columbia Management Distributors, Inc. ("CMD"), Columbia Management Services, Inc. ("CMS") or another service provider for a Fund may waive or reimburse all or a portion of the expenses of a specific class of shares of the Fund. The Board of Trustees will monitor any such waivers or reimbursements to ensure that they do not provide a means for cross-subsidization between classes. 5 III. CLASS ARRANGEMENTS. The following summarizes the maximum front-end sales charges, contingent deferred sales charges, Rule 12b-1 distribution fees, shareholder servicing fees, conversion features, exchange privileges and other shareholder services, if any, applicable to each class of shares of the Trust. Additional details regarding such fees and services are set forth in the relevant Fund's (or Funds') current Prospectus(es) and Statement of Additional Information. A. CAPITAL CLASS SHARES - MONEY MARKET FUNDS ONLY. 1. Maximum Initial Sales Load: None 2. Contingent Deferred Sales Charge: None 3. Maximum Rule 12b-1 Distribution Fees: None 4. Maximum Shareholder Servicing Fees: None 5. Conversion Features/Exchange Privileges: Capital Class Shares of a Money Market Fund shall have such conversion features and exchange privileges, if any, as are determined by or ratified by the Board of Trustees of the Trust and described in the then-current prospectus for such shares of such Money Market Fund. 6. Other Shareholder Services: Capital Class Shares of a Money Market Fund shall have such shareholder services, if any, as are determined by or ratified by the Board of Trustees of the Trust and described in the then-current prospectus for such shares of such Money Market Fund. B. LIQUIDITY CLASS SHARES - MONEY MARKET FUNDS ONLY. 1. Maximum Initial Sales Load: None 2. Contingent Deferred Sales Charge: None 3. Maximum Annual Rule 12b-1 Distribution Fees: Pursuant to a Distribution Plan adopted under Rule 12b-1, Liquidity Class Shares of each Money Market Fund may be reimbursed for certain expenses incurred in connection with the distribution of Liquidity Class Shares. Such reimbursement payments may not exceed 0.25%, on an annual basis, of the average daily net assets of such shares. In addition, the Distribution Plan permits the Liquidity Class Shares of each Money Market Fund to pay CMD up to 0.25%, on an annual basis, of the average daily net assets of such shares which CMD can use to compensate financial institutions that provide administrative and/or distribution services to the holders of Liquidity Class Shares. To the extent that any Liquidity Class Shares of a 6 Money Market Fund reimburse expenses or make payments pursuant to the Distribution Plan and/or their separate shareholder servicing plan for Liquidity Class Shares, the total of such reimbursements and payments may not exceed, on an annual basis, 0.25% of the average daily net assets of any such Fund's Liquidity Class Shares. 4. Maximum Annual Shareholder Servicing Fees: 0.25% of the average daily net assets of the Liquidity Class Shares of each Money Market Fund. 5. Conversion Features/Exchange Privileges: Liquidity Class Shares of a Money Market Fund shall have such conversion features and exchange privileges, if any, as are determined by or ratified by the Board of Trustees of the Trust and described in the then-current prospectus for such shares of such Money Market Fund. 6. Other Shareholder Services: Liquidity Class Shares of a Money Market Fund shall have such shareholder services, if any, as are determined by or ratified by the Board of Trustees of the Trust and described in the then-current prospectus for such shares of such Money Market Fund. C. ADVISER CLASS SHARES - MONEY MARKET FUNDS ONLY. 1. Maximum Initial Sales Load: None 2. Contingent Deferred Sales Charge: None 3. Maximum Annual Shareholder Servicing/Rule 12b-1 Distribution Fees: Pursuant to a Shareholder Servicing Plan, Adviser Class Shares of each Money Market Fund may pay shareholder servicing fees of up to 0.25%, on an annual basis, of the average daily net assets of such shares. The Adviser Class Shareholder Servicing Plan provides that, to the extent any portion of the fees payable under the Plan is deemed to be primarily for distribution-related services, such fees are deemed approved pursuant to the Shareholder Servicing Plan and Rule 12b-1. 4. Conversion Features/Exchange Privileges: Adviser Class Shares of a Money Market Fund shall have such conversion features and exchange privileges, if any, as are determined by or ratified by the Board of Trustees of the Trust and described in the then-current prospectus for such shares of such Money Market Fund. 5. Other Shareholder Services. Adviser Class Shares of a Money Market Fund shall have such shareholder services, if any, as are determined by or ratified by the Board of Trustees of the Trust and described in the then-current prospectus for such shares of such Money Market Fund. 7 D. MARKET CLASS SHARES - MONEY MARKET FUNDS ONLY. 1. Maximum Initial Sales Load: None 2. Contingent Deferred Sales Charge: None 3. Maximum Rule 12b-1 Distribution Fees: Pursuant to a Distribution Plan adopted under Rule 12b-1, Market Class Shares of each Money Market Fund may pay distribution fees of up to 0.20% of the average daily net assets of such shares. 4. Maximum Shareholder Servicing Fees: Pursuant to a Shareholder Servicing Plan, Market Class Shares of each Money Market Fund may pay shareholder servicing fees of up to 0.25% of the average daily net assets of such shares. 5. Conversion Features/Exchange Privileges: Market Class Shares of a Money Market Fund shall have such conversion features and exchange privileges, if any, as are determined by or ratified by the Board of Trustees of the Trust and described in the then-current prospectus for such shares of such Money Market Fund. 6. Other Shareholder Services: Market Class Shares of a Money Market Fund shall have such shareholder services, if any, as are determined by or ratified by the Board of Trustees of the Trust and described in the then-current prospectus for such shares of such Money Market Fund. E. TRUST CLASS SHARES - MONEY MARKET FUNDS ONLY. 1. Maximum Initial Sales Load: None 2. Contingent Deferred Sales Charge: None 3. Maximum Rule 12b-1 Distribution Fees: None 4. Maximum Shareholder Administration Fees: Pursuant to a Shareholder Administration Plan, Trust Class Shares of each Money Market Fund may pay shareholder administration fees of up to 0.10% of the average daily net assets of such shares. 5. Conversion Features/Exchange Privileges: Trust Class Shares of a Fund shall have such conversion features and exchange privileges, if any, as are determined by or ratified by the Board of Trustees of the Trust and described in the then-current prospectus for such shares of such Money Market Fund. 8 6. Other Shareholder Services: Trust Class Shares of a Money Market Fund shall have such shareholder services, if any, as are determined by or ratified by the Board of Trustees of the Trust and described in the then-current prospectus for such shares of such Money Market Fund. F. INSTITUTIONAL CLASS SHARES - MONEY MARKET FUNDS ONLY. 1. Maximum Initial Sales Load: None 2. Contingent Deferred Sales Charge: None 3. Maximum Rule 12b-1 Distribution Fees: None 4. Maximum Shareholder Administration Fees: Pursuant to a Shareholder Administration Plan, Institutional Class Shares of each Money Market Fund may pay shareholder administration fees of up to 0.04% of the average daily net assets of such shares. 5. Conversion Features/Exchange Privileges: Institutional Class Shares of a Money Market Fund shall have such conversion features and exchange privileges, if any, as are determined by or ratified by the Board of Trustees of the Trust and described in the then-current prospectus for such shares of such Money Market Fund. 6. Other Shareholder Services: Institutional Class Shares of a Money Market Fund shall have such shareholder services, if any, as are determined by or ratified by the Board of Trustees of the Trust and described in the then-current prospectus for such shares of such Money Market Fund. G. INVESTOR CLASS SHARES - MONEY MARKET FUNDS ONLY. 1. Maximum Initial Sales Load: None 2. Contingent Deferred Sales Charge: None 3. Maximum Rule 12b-1 Distribution Fees: Pursuant to a Distribution Plan adopted under Rule 12b-1, Investor Class Shares of each Money Market Fund may pay distribution fees of up to 0.10% of the average daily net assets of such shares. 4. Maximum Shareholder Servicing Fees: Pursuant to a Shareholder Servicing Plan, Investor Class Shares of each Money Market Fund may pay shareholder servicing fees of up to 0.25% of the average daily net assets of such shares. 9 5. Conversion Features/Exchange Privileges: Investor Class Shares of a Money Market Fund shall have such conversion features and exchange privileges, if any, as are determined by or ratified by the Board of Trustees of the Trust and described in the then-current prospectus for such shares of such Money Market Fund. 6. Other Shareholder Services: Investor Class Shares of a Money Market Fund shall have such shareholder services, if any, as are determined by or ratified by the Board of Trustees of the Trust and described in the then-current prospectus for such shares of such Money Market Fund. H. DAILY CLASS SHARES - MONEY MARKET FUNDS ONLY. 1. Maximum Initial Sales Load: None 2. Contingent Deferred Sales Charge: None 3. Maximum Rule 12b-1 Distribution Fees: Pursuant to a Distribution Plan adopted under Rule 12b-1, Daily Class Shares of each Money Market Fund may pay distribution fees of up to 0.35% of the average daily net assets of such shares. 4. Maximum Shareholder Servicing Fees: Pursuant to a Shareholder Servicing Plan, Daily Class Shares of each Money Market Fund may pay shareholder servicing fees of up to 0.25% of the average daily net assets of such shares. 5. Conversion Features/Exchange Privileges: Daily Class Shares of a Money Market Fund shall have such conversion features and exchange privileges, if any, as are determined by or ratified by the Board of Trustees of the Trust and described in the then-current prospectus for such shares of such Money Market Fund. 6. Other Shareholder Services: Daily Class Shares of a Money Market Fund shall have such shareholder services, if any, as are determined by or ratified by the Board of Trustees of the Trust and described in the then-current prospectus for such shares of such Money Market Fund. I. SERVICE CLASS SHARES - MONEY MARKET FUNDS ONLY. 1. Maximum Initial Sales Load: None 2. Contingent Deferred Sales Charge: None 3. Maximum Rule 12b-1 Distribution Fees: Pursuant to a Distribution Plan adopted under Rule 12b-1, Service Class Shares of each Money Market 10 Fund may pay distribution fees of up to 0.55% of the average daily net assets of such shares. 4. Maximum Shareholder Servicing Fees: Pursuant to a Shareholder Servicing Plan, Service Class Shares of each Money Market Fund may pay shareholder servicing fees of up to 0.25% of the average daily net assets of such shares. 5. Conversion Features/Exchange Privileges: Service Class Shares of a Money Market Fund shall have such conversion features and exchange privileges, if any, as are determined by or ratified by the Board of Trustees of the Trust and described in the then-current prospectus for such shares of such Money Market Fund. 6. Other Shareholder Services: Service Class Shares of a Money Market Fund shall have such shareholder services, if any, as are determined by or ratified by the Board of Trustees of the Trust and described in the then-current prospectus for such shares of such Money Market Fund. J. CLASS Z SHARES - ALL FUNDS. 1. Maximum Initial Sales Load: None 2. Contingent Deferred Sales Charge: None 3. Maximum Rule 12b-1 Distribution Fees: None 4. Maximum Shareholder Servicing Fees: None 5. Conversion Features/Exchange Privileges: Class Z Shares of a Fund shall have such conversion features and exchange privileges, if any, as are determined by or ratified by the Board of Trustees of the Trust and described in the then-current prospectus for such shares of such Fund. 6. Other Shareholder Services: Class Z Shares of a Fund shall have such shareholder services, if any, as are determined by or ratified by the Board of Trustees of the Trust and described in the then-current prospectus for such shares of such Fund. K. CLASS A SHARES - MONEY MARKET FUNDS ONLY. 1. Maximum Initial Sales Load: None 2. Contingent Deferred Sales Charge: None 3. Maximum Rule 12b-1 Distribution Fees: Pursuant to a Distribution Plan adopted under Rule 12b-1, Class A Shares of each Money Market Fund 11 may pay distribution fees of up to 0.10% of the average daily net assets of such shares. 4. Maximum Shareholder Servicing Fees: Pursuant to a Shareholder Servicing Plan, Class A Shares of each Money Market Fund may pay shareholder servicing fees of up to 0.25% of the average daily net assets of such shares. 5. Conversion Features/Exchange Privileges: Class A Shares of a Money Market Fund shall have such conversion features and exchange privileges, if any, as are determined by or ratified by the Board of Trustees of the Trust and described in the then-current prospectus for such shares of such Money Market Fund. 6. Other Shareholder Services: Class A Shares of a Money Market Fund shall have such shareholder services, if any, as are determined by or ratified by the Board of Trustees of the Trust and described in the then-current prospectus for such shares of such Money Market Fund. L. CLASS A SHARES - COLUMBIA SMALL CAP INDEX FUND, COLUMBIA MID CAP INDEX FUND, COLUMBIA LARGE CAP INDEX FUND AND COLUMBIA LARGE CAP ENHANCED CORE FUND (THE "INDEX FUNDS") ONLY. 1. Maximum Initial Sales Load: None 2. Contingent Deferred Sales Charge: None 3. Maximum Rule 12b-1 Distribution/Shareholder Servicing Fees: Pursuant to a Shareholder Servicing and Distribution Plan adopted under Rule 12b-1, Class A Shares of each Index Fund may pay a combined distribution and shareholder servicing fee of up to 0.25% of the average daily net assets of such shares. 4. Conversion Features/Exchange Privileges: Class A Shares of an Index Fund shall have such conversion features and exchange privileges, if any, as are determined by or ratified by the Board of Trustees of the Trust and described in the then-current prospectus for such shares of such Index Fund. 5. Other Shareholder Services: Class A Shares of an Index Fund shall have such shareholder services, if any, as are determined by or ratified by the Board of Trustees of the Trust and described in the then-current prospectus for such shares of such Index Fund. 12 M. CLASS A SHARES - NON-MONEY MARKET FUNDS (OTHER THAN THE INDEX FUNDS) ONLY. 1. Maximum Initial Sales Load: (a) Columbia Asset Allocation Fund II, Columbia Convertible Securities Fund, Columbia Global Value, Columbia Large Cap Value Fund, Columbia Marsico Mid Cap Growth Fund, Columbia Mid Cap Value Fund, Columbia International Value Fund, Columbia Marsico Focused Equities Fund, Columbia Marsico Growth Fund, Columbia Marsico International Opportunities Fund, Columbia Marsico 21st Century Fund, Columbia Multi-Advisor International Equity Fund, Columbia Small Cap Value Fund II, Columbia Small Cap Growth Fund II, Columbia Large Cap Core Fund, Columbia LifeGoal Balanced Growth Portfolio, Columbia LifeGoal Growth Portfolio, Columbia LifeGoal Income and Growth Portfolio, Columbia Masters Global Equity Portfolio, Columbia Masters Heritage Portfolio and Columbia Masters International Equity Portfolio: maximum of 5.75%. (b) Columbia High Income Fund and Columbia Municipal Income Fund: maximum of 4.75%. (c) Columbia Total Return Bond Fund, Columbia Intermediate Core Bond Fund, Columbia California Intermediate Municipal Bond Fund, Columbia Florida Intermediate Municipal Bond Fund, Columbia Georgia Intermediate Municipal Bond Fund, Columbia Maryland Intermediate Municipal Bond Fund, Columbia North Carolina Intermediate Municipal Bond Fund, Columbia South Carolina Intermediate Municipal Bond Fund, Columbia Texas Intermediate Municipal Bond Fund, Columbia Virginia Intermediate Municipal Bond Fund and Columbia LifeGoal Income Portfolio: maximum of 3.25%. (d) Columbia Short Term Bond Fund and Columbia Short Term Municipal Bond Fund: maximum of 1.00%. 2. Contingent Deferred Sales Charge: maximum of 1.00%. 3. Maximum Rule 12b-1 Distribution/Shareholder Servicing Fees: Pursuant to a Shareholder Servicing and Distribution Plan adopted under Rule 12b-1, Class A Shares of each Fund may pay a combined distribution and shareholder servicing fee of up to 0.25% of the average daily net assets of such shares. 13 4. Conversion Features/Exchange Privileges: Class A Shares of a Fund shall have such conversion features and exchange privileges, if any, as are determined by or ratified by the Board of Trustees of the Trust and described in the then-current prospectus for such shares of such Fund. 5. Other Shareholder Services: Class A Shares of a Fund shall have such shareholder services, if any, as are determined by or ratified by the Board of Trustees of the Trust and described in the then-current prospectus for such shares of such Fund. N. CLASS B SHARES - MONEY MARKET FUNDS ONLY. 1. Maximum Initial Sales Load: None 2. Contingent Deferred Sales Charge (as a percentage of the lower of the original purchase price or redemption proceeds): 5.00% if redeemed within one year of purchase, declining to 1.00% in the sixth year after purchase and eliminated thereafter. 3. Maximum Rule 12b-1 Distribution Fees: Pursuant to a Distribution Plan adopted under Rule 12b-1, Class B Shares of each Fund may pay distribution fees of up to 0.75% of the average daily net assets of such shares. 4. Maximum Shareholder Servicing Fees: Pursuant to a Shareholder Servicing Plan, Class B Shares of each Fund may pay shareholder servicing fees of up to 0.25% of the average daily net assets of such shares. 5. Maximum Shareholder Administration Fees: Pursuant to a Shareholder Administration Plan, Class B Shares of each Money Market Fund may pay shareholder administration fees of up to 0.10% of the average daily net assets of such shares. 6. Conversion Features/Exchange Privileges: Class B Shares of a Money Market Fund shall have such conversion features and exchange privileges, if any, as are determined by or ratified by the Board of Trustees of the Trust and described in the then-current prospectus for such shares of such Money Market Fund. 7. Other Shareholder Services: Class B Shares of a Money Market Fund shall have such shareholder services, if any, as are determined by or ratified by the Board of Trustees of the Trust and described in the then-current prospectus for such shares of such Money Market Fund. 14 O. CLASS B SHARES - NON-MONEY MARKET FUNDS ONLY. 1. Maximum Initial Sales Load: None 2. Contingent Deferred Sales Charge (as a percentage of the lower of the original purchase price or redemption proceeds): (a) Columbia Asset Allocation Fund II, Columbia Convertible Securities Fund, Columbia Global Value, Columbia Large Cap Value Fund, Columbia Marsico Mid Cap Growth Fund, Columbia Mid Cap Value Fund, Columbia International Value Fund, Columbia Marsico Focused Equities Fund, Columbia Marsico Growth Fund, Columbia Marsico International Opportunities Fund, Columbia Marsico 21st Century Fund, Columbia Multi-Advisor International Equity Fund, Columbia Small Cap Value Fund II, Columbia Small Cap Growth Fund II, Columbia Large Cap Core Fund, Columbia LifeGoal Balanced Growth Portfolio, Columbia LifeGoal Growth Portfolio, Columbia LifeGoal Income and Growth Portfolio, Columbia Masters Global Equity Portfolio, Columbia Masters Heritage Portfolio and Columbia Masters International Equity Portfolio: 5.00% if redeemed within one year of purchase, declining to 1.00% in the sixth year after purchase and eliminated thereafter. (b) Columbia Total Return Bond Fund, Columbia Intermediate Core Bond Fund, Columbia California Intermediate Municipal Bond Fund, Columbia Florida Intermediate Municipal Bond Fund, Columbia Georgia Intermediate Municipal Bond Fund, Columbia Maryland Intermediate Municipal Bond Fund, Columbia North Carolina Intermediate Municipal Bond Fund, Columbia South Carolina Intermediate Municipal Bond Fund, Columbia Texas Intermediate Municipal Bond Fund, Columbia Virginia Intermediate Municipal Bond Fund and Columbia LifeGoal Income Portfolio: 3.00% if redeemed within one year of purchase, declining to 1.00% in the fourth year after purchase and eliminated thereafter. (c) Columbia Short Term Municipal Bond Fund: None. (d) Columbia Short Term Bond Fund: maximum of 3.00%. (e) Columbia Municipal Income Fund and Columbia High Income Fund: maximum of 5.00%. 3. Maximum Rule 12b-1 Distribution Fees: Pursuant to a Distribution Plan adopted under Rule 12b-1, Class B Shares of each Fund may pay 15 distribution fees of up to 0.75% of the average daily net assets of such shares. 4. Maximum Shareholder Servicing Fees: Pursuant to a Shareholder Servicing Plan, Class B Shares of each Fund may pay shareholder servicing fees of up to 0.25% of the average daily net assets of such shares. 6. Conversion Features/Exchange Privileges: Class B Shares of a Fund shall have such conversion features and exchange privileges, if any, as are determined by or ratified by the Board of Trustees of the Trust and described in the then-current prospectus for such shares of such Fund. 7. Other Shareholder Services: Class B Shares of a Fund shall have such shareholder services, if any, as are determined by or ratified by the Board of Trustees of the Trust and described in the then-current prospectus for such shares of such Fund. P. CLASS C SHARES - MONEY MARKET FUNDS ONLY. 1. Maximum Initial Sales Load: None 2. Contingent Deferred Sales Charge (as a percentage of the lower of the original purchase price or redemption proceeds): 1.00% if redeemed within one year of purchase and eliminated thereafter. 3. Maximum Rule 12b-1 Distribution Fees: Pursuant to a Distribution Plan adopted under Rule 12b-1, Class C Shares of each Fund may pay distribution fees of up to 0.75% of the average daily net assets of such shares. 4. Maximum Shareholder Servicing Fees: Pursuant to a Shareholder Servicing Plan, Class C Shares of each Fund may pay shareholder servicing fees of up to 0.25% of the average daily net assets of such shares. 5. Maximum Shareholder Administration Fees: Pursuant to a Shareholder Administration Plan, Class C Shares of each Money Market Fund may pay shareholder administration fees of up to 0.10% of the average daily net assets of such shares. 6. Conversion Features/Exchange Privileges: Class C Shares of a Money Market Fund shall have such conversion features and exchange privileges, if any, as are determined by or ratified by the Board of Trustees of the Trust and described in the then-current prospectus for such shares of such Money Market Fund. 16 7. Other Shareholder Services: Class C Shares of a Money Market Fund shall have such shareholder services, if any, as are determined by or ratified by the Board of Trustees of the Trust and described in the then-current prospectus for such shares of such Money Market Fund. Q. CLASS C SHARES - NON-MONEY MARKET FUNDS ONLY. 1. Maximum Initial Sales Load: None 2. Contingent Deferred Sales Charge (as a percentage of the lower of the original purchase price or redemption proceeds): 1.00% if redeemed within one year of purchase and eliminated thereafter. 3. Maximum Rule 12b-1 Distribution Fees: Pursuant to a Distribution Plan adopted under Rule 12b-1, Class C Shares of each Fund may pay distribution fees of up to 0.75% of the average daily net assets of such shares. 4. Maximum Shareholder Servicing Fees: Pursuant to a Shareholder Servicing Plan, Class C Shares of each Fund may pay shareholder servicing fees of up to 0.25% of the average daily net assets of such shares. 5. Conversion Features/Exchange Privileges: Class C Shares of a Fund shall have such conversion features and exchange privileges, if any, as are determined by or ratified by the Board of Trustees of the Trust and described in the then-current prospectus for such shares of such Fund. 6. Other Shareholder Services: Class C Shares of a Fund shall have such shareholder services, if any, as are determined by or ratified by the Board of Trustees of the Trust and described in the then-current prospectus for such shares of such Fund. R. CLASS R SHARES - NON-MONEY MARKET FUNDS ONLY. 1. Maximum Initial Sales Load: None 2. Contingent Deferred Sales Charge: None 3. Maximum Rule 12b-1 Distribution Fees: Pursuant to a Distribution Plan adopted under Rule 12b-1, Class R Shares of each Fund may pay distribution fees of up to 0.50% of the average daily net assets of such shares. 4. Conversion Features/Exchange Privileges: Class R Shares of a Fund shall have such conversion features and exchange privileges, if any, as are 17 determined by or ratified by the Board of Trustees of the Trust and described in the then-current prospectus for such shares of such Fund. 5. Conversion Features/Exchange Privileges: Class R Shares of a Fund shall have such conversion features and exchange privileges, if any, as are determined by or ratified by the Board of Trustees of the Trust and described in the then-current prospectus for such shares of such Fund. 6. Other Shareholder Services: Class R Shares of a Fund shall have such shareholder services, if any, as are determined by or ratified by the Board of Trustees of the Trust and described in the then-current prospectus for such shares of such Fund. S. G-TRUST SHARES - MONEY MARKET FUNDS ONLY. 1. Maximum Initial Sales Load: None 2. Contingent Deferred Sales Charge: None 3. Maximum Rule 12b-1 Distribution Fees: None 4. Conversion Features/Exchange Privileges: G-Trust Shares of a Money Market Fund shall have such conversion features and exchange privileges, if any, as are determined by or ratified by the Board of Trustees of the Trust and described in the then-current prospectus for such shares of such Money Market Fund. 5. Other Shareholder Services: G-Trust Shares of a Money Market Fund shall have such shareholder services, if any, as are determined by or ratified by the Board of Trustees of the Trust and described in the then- current prospectus for such shares of such Money Market Fund. T. RETAIL A SHARES - MONEY MARKET FUNDS ONLY. 1. Maximum Initial Sales Load: None 2. Contingent Deferred Sales Charge: None 3. Maximum Rule 12b-1 Distribution Fees: None 4. Maximum Shareholder Servicing Fees: Pursuant to a Shareholder Servicing Plan, Retail A Shares of each Money Market Fund may pay shareholder servicing fees as follows: (a) Columbia Massachusetts Municipal Reserves, Columbia Government Plus Reserves and Columbia New York Tax-Exempt 18 Reserves: up to 0.10% of the average daily net assets of such shares. (b) Columbia Money Market Reserves: up to 0.07% of the average daily net assets of such shares. (c) Columbia Government Reserves and Columbia Tax-Exempt Reserves: up to 0.07% of the average daily net assets of such shares. (d) Columbia Connecticut Municipal Reserves: up to 0.08% of the average daily net assets of such shares. 4. Conversion Features/Exchange Privileges: G-Trust Shares of a Money Market Fund shall have such conversion features and exchange privileges, if any, as are determined by or ratified by the Board of Trustees of the Trust and described in the then-current prospectus for such shares of such Money Market Fund. 5. Other Shareholder Services: G-Trust Shares of a Money Market Fund shall have such shareholder services, if any, as are determined by or ratified by the Board of Trustees of the Trust and described in the then- current prospectus for such shares of such Fund. U. MARSICO SHARES - COLUMBIA CASH RESERVES ONLY. 1. Maximum Initial Sales Load: None 2. Contingent Deferred Sales Charge: None 3. Maximum Rule 12b-1 Distribution Fees: None 4. Maximum Shareholder Servicing Fees: Pursuant to a Shareholder Servicing Plan, Marsico Shares of Columbia Cash Reserves may pay shareholder servicing fees of up to 0.25% of the average daily net assets of such shares. 5. Maximum Shareholder Administration Fees: Pursuant to a Shareholder Administration Plan, Marsico Shares of each Money Market Fund may pay shareholder administration fees of up to 0.10% of the average daily net assets of such shares. 6. Conversion Features/Exchange Privileges: Marsico Shares of a Fund shall have such conversion features and exchange privileges, if any, as are determined by or ratified by the Board of Trustees of the Trust and described in the then-current prospectus for such shares of such Fund. 19 7. Other Shareholder Services: Marsico Shares of a Fund shall have such shareholder services, if any, as are determined by or ratified by the Board of Trustees of the Trust and described in the then-current prospectus for such shares of such Fund. IV. BOARD REVIEW. The Board of Trustees of the Trust shall review this Plan as frequently as it deems necessary. Prior to any material amendment(s) to this Plan, the Board of Trustees of the Trust, including a majority of the Trustees who are not interested persons of the Trust, shall find that the Plan, as proposed to be amended (including any proposed amendments to the method of allocating class and/or fund expenses), is in the best interests of each class of shares of the Fund individually and the Fund as a whole. In considering whether to approve any proposed amendment(s) to the Plan, the Trustees of the Trust shall request and evaluate such information as they consider reasonably necessary to evaluate the proposed amendment(s) to the Plan. Adopted: December 9, 1999 Last amended: February 15, 2006 20 EX-99.P.1 6 b61261a1exv99wpw1.txt COLUMBIA CODE OF ETHICS Columbia Management Code of Ethics Rev. 01/01/06 COLUMBIA MANAGEMENT CODE OF ETHICS* EFFECTIVE JANUARY 1, 2006 COLUMBIA MANAGEMENT AFFILIATES: COLUMBIA MANAGEMENT INVESTMENT ADVISOR COLUMBIA MANAGEMENT ADVISORS, LLC ("CMA") INVESTMENT SERVICES GROUP ADVISORS BANC OF AMERICA INVESTMENT ADVISORS, INC. (BAIA") BANK OF AMERICA CAPITAL ADVISORS, LLC ("BACA") BACAP ALTERNATIVE ADVISORS, INC. COLUMBIA MANAGEMENT DISTRIBUTORS COLUMBIA MANAGEMENT DISTRIBUTORS, INC. ("CMDI") COLUMBIA MANAGEMENT SERVICES, INC. ("CMSI") * This Code of Ethics is for all employees and officers of the direct or indirect affiliates listed above of Columbia Management and employees of Bank of America who receive official notice under this Code of Ethics from Compliance. Employees of Bank of America subject to this Code may include support partners of Columbia Management (such as Legal, Risk, Compliance, and Technology groups) or other divisions that are determined to be subject to this Code. Table of Contents

COLUMBIA MANAGEMENT AND AFFILIATES CODE OF ETHICS Effective January 1, 2006 OVERVIEW This is the Code of Ethics for: - - All employees and officers of the direct or indirect affiliates of Columbia Management listed at the front of this Code and employees of Bank of America who receive official notice under this Code of Ethics from Compliance. - - The Code is intended to satisfy the requirements of Rule 204A-1 and Rule 17j-1 under the Investment Advisers Act of 1940. In addition, this Code is intended to satisfy certain NASD requirements for registered personnel. The Code covers the following activities: - - it prohibits certain activities by EMPLOYEES that involve the potential for conflicts of interest (Part I); - - it prohibits certain kinds of PERSONAL SECURITIES TRADING by ACCESS PERSONS (Part II); and - - it requires all EMPLOYEES to report their Open-end mutual fund holdings and transactions, and requires ACCESS PERSONS to report ALL of their securities holdings, transactions, and accounts so they can be reviewed for conflicts with the investment activities of COLUMBIA MANAGEMENT CLIENT ACCOUNTS (Part III) and compliance with this Code. Failure to comply with this Code may result in disciplinary action, including termination of employment. 1 THINGS YOU NEED TO KNOW TO USE THIS CODE This Code is divided as follows: - - OVERVIEW AND DEFINITIONS - - PART I Statement of General Principles: Applies to All Employees (Access and Non-Access) - - PART II Prohibited Transactions and Activities: Applies to Access Persons (and to all Employees with respect to Open-End Mutual Funds) - - PART III Administration and Reporting Requirements: Applies to Access Persons (and to all Employees with respect to Open-end Mutual Funds) - - APPENDICES: Appendix A Beneficial Ownership Appendix B Hardship Exceptions to the Short-Term Trading Ban Appendix C Sanctions Schedule To understand what other parts of this Code apply to you, you need to know whether you fall into one or more of these categories: - ACCESS PERSON - INVESTMENT PERSON - NON-ACCESS PERSON If you don't know which category you belong to, contact COMPLIANCE RISK MANAGEMENT AT (704) 388-3300. 2 DEFINITIONS Terms in BOLDFACE TYPE have special meanings as used in this Code. To understand the Code, you need to read the definitions of these terms below. THESE TERMS HAVE SPECIAL MEANINGS IN THE CODE OF ETHICS: - - "ACCESS PERSON" means (i) any EMPLOYEE: (A) Who has access to nonpublic information regarding any purchase or sale of securities in a CLIENT ACCOUNT, or nonpublic information regarding the portfolio holdings of any CLIENT ACCOUNT, or (B) Who is involved in making securities recommendations to a CLIENT ACCOUNT, or who has access to such recommendations that are nonpublic, (ii) any director or officer of a COLUMBIA MANAGEMENT COMPANY, and (iii) any other EMPLOYEE designated as an ACCESS PERSON by Compliance Risk Management. Compliance Risk Management shall maintain a list of EMPLOYEES deemed to be ACCESS PERSONS and will notify each EMPLOYEE of their designation under this Code. - - "AUTOMATIC INVESTMENT PLAN" means a plan or other program in which regular periodic purchases or withdrawals are made automatically in or from investment accounts in accordance with a pre-determined schedule and allocation. These may include payroll deduction plans, issuer dividend reinvestment programs ("DRIPs") or 401(k) automatic investment plans. - - A security is "BEING CONSIDERED FOR PURCHASE OR SALE" when a recommendation to purchase or sell a security has been made and communicated or, with respect to the person making the recommendation, when such person decides to make the recommendation. "BENEFICIAL OWNERSHIP" means "any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares a direct or indirect pecuniary interest in" a security. The term "pecuniary interest" is further defined to mean "the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the subject securities." BENEFICIAL OWNERSHIP INCLUDES accounts of a spouse, minor children and relatives resident in the home of the ACCESS PERSON, as well as accounts of another person if the ACCESS PERSON obtains therefrom benefits substantially equivalent to those of ownership. For additional information, see APPENDIX A. - - "CCO" means Columbia Management's Chief Compliance Officer or his/her designee. - - "CLIENT" or "CLIENT ACCOUNT" refers to any investment account - including, without limitation, any registered or unregistered investment company or fund - for which any Columbia Management Company has been retained to act as investment adviser or sub-adviser. - - "CLOSED-END FUND" refers to a registered investment company whose shares are publicly traded in a secondary market rather than directly, with the fund. - - "COLUMBIA MANAGEMENT COMPANIES" refers to Columbia Management and its direct and indirect affiliates that have adopted this Code. - - "CONTROL" shall have the same meaning as that set forth in Section 2(a)(9) of the Investment Company Act of 1940. - - "COVERED SECURITY" means anything that is considered a "security" under the Investment Company Act of 1940, but does not include: 1. Direct obligations of the U.S. Government. 2. Bankers' acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements. 3. Shares of Open-end mutual funds. 4. Futures and options on futures. However, a proposed trade in a "single stock future" (a security future which involves a contract for sale for future delivery of a single security) is subject to the Code's pre-clearance requirement. 3 COVERED SECURITIES therefore include stocks, bonds, debentures, convertible and/or exchangeable securities, notes, options on securities, warrants, rights, and shares of exchange traded funds (ETFs), among other instruments. If you have any question or doubt about whether an investment is a considered a security or a COVERED SECURITY under this Code, ask Compliance Risk Management. - - "EMPLOYEE" means any employee of Bank of America who receives official notice of coverage under this Code of Ethics from Compliance Risk Management. - - "EXCLUDED FUND" is defined as money market funds or other funds designed to provide short-term liquidity. Contact Compliance Risk Management if you have any questions about whether a fund may qualify as an Excluded Fund. - - "FAMILY HOLDINGS" and "FAMILY/HOUSEHOLD MEMBER" - defined in Appendix A. - - "FEDERAL SECURITIES LAWS" means the Securities Act of 1933 (15 U.S.C. 77a-aa), the Securities Exchange Act of 1934 (15 U.S.C. 78a -mm), the Sarbanes-Oxley Act of 2002 (Pub. L. 107-204, 116 Stat. 745 (2002)), the Investment Company Act of 1940 (15 U.S.C 80a), the Investment Advisers Act of 1940 (15 U.S.C. 80b), Title V of the Gramm-Leach-Bliley Act (Pub. L. No. 106-102, 113 Stat. 1338 (1999), any rules adopted by the Commission under any of these statutes, the Bank Secrecy Act (31 U.S.C. 5311 -5314; 5316 - 5332) as it applies to funds and investment advisers, and any rules adopted thereunder by the Commission or the Department of Treasury. - - "INITIAL PUBLIC OFFERING" generally refers to a company's first offer of shares to the public. Specifically, an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934. - - "INVESTMENT PERSON" refers to an ACCESS PERSON who has been designated, by Compliance Risk Management, as such and may include the following Columbia Management Employees: - Portfolio Managers; - Traders; - Research Analysts; and - Certain operations and fund administration personnel - - "NON-ACCESS PERSON" refers to an EMPLOYEE who may not have direct or indirect access to trading or portfolio holdings information of CLIENT ACCOUNTS, but is still required to abide by certain requirements in the Code of Ethics. - - "OPEN-END MUTUAL FUND" refers to a registered investment company whose shares (usually regarding separate "series" or portfolios of the fund) are continuously offered to and redeemed (or exchanged, for other shares) by investors directly (or through financial intermediaries) based on the "net asset value" of the fund. - - "PRIVATE PLACEMENT" generally refers to an offering of securities that is not offered to the public. Specifically, an offering that is exempt from registration under the Securities Act of 1933 pursuant to Sections 4(2) or 4(6) of, or Regulation D under, the Securities Act of 1933. - - "PURCHASE OR SALE OF A SECURITY" includes, among other things, the writing of an option to purchase or sell a security. - - "REGISTERED PERSONNEL" means an EMPLOYEE licensed and registered with the NASD. 4 PART I STATEMENT OF GENERAL PRINCIPLES This Section Applies to All Employees The relationship with our clients is fiduciary in nature. This means that you are required to put the interests of our clients before your personal interests. This Code is based on the principle that all officers, directors and EMPLOYEES of each COLUMBIA MANAGEMENT COMPANY are required to conduct their personal securities transactions in a manner that does not interfere with the portfolio transactions of, or take unfair advantage of their relationship with, a COLUMBIA MANAGEMENT COMPANY or CLIENT. This fiduciary duty is owed by all persons covered by this Code to each and all of our advisory CLIENTS. It is imperative that all officers, directors and employees avoid situations that might compromise or call into question their exercise of independent judgment in the interest of CLIENT ACCOUNTS. Areas of concern relating to independent judgment include, among others, taking personal advantage of unusual or limited investment opportunities appropriate for CLIENTS, and receipt of gifts from persons doing or seeking to do business with a COLUMBIA MANAGEMENT COMPANY. All employees must adhere to the specific requirements set forth in this Code, including the requirements related to personal securities trading. A. COMPLIANCE WITH THE SPIRIT OF THE CODE COLUMBIA MANAGEMENT recognizes that sound, responsible personal securities trading by its personnel is an appropriate activity when it is not excessive in nature and conducted in such a manner as to be consistent with the code of ethics and to avoid any actual or potential conflict of interests.. However, COLUMBIA MANAGEMENT will not tolerate personal trading activity which is inconsistent with our duties to our clients or which injures the reputation and professional standing of our organization. Therefore, technical compliance with the specific requirements of this Code will not insulate you from scrutiny should a review of your trades indicate breach of your duty of loyalty to the firm's clients or otherwise pose a hazard to the firm's reputation and standing in the industry. The Code of Ethics Oversight Committee has the authority to grant written waivers of the provisions of this Code for Employees. It is expected that this authority will be exercised only in rare instances. The Code of Ethics Oversight Committee may consult with the Legal Department prior to granting any such waivers. B. COMPLIANCE WITH THE BANK OF AMERICA CORPORATION CODE OF ETHICS AND GENERAL POLICY ON INSIDER TRADING All Employees are subject to the Bank of America Corporation Code of Ethics and General Policy on Insider Trading. All Employees are required to read and comply with that Code which includes many further important conflict of interest policies applicable to all Bank of America associates, including policies on insider trading and receipt of gifts by employees. It is available on the intranet links portion of Bank of America's intranet homepage. 5 C. APPROVED BROKER-DEALER REQUIREMENT FOR EMPLOYEE INVESTMENT ACCOUNTS Employees are required to read and comply with the Global Wealth and Investment Management ("Global WIM") Associate Designated Brokerage Account Policy. Unless an exception has been granted, that policy requires Employees to maintain their current and any new Associate Accounts with Banc of America Investment Services, Inc. (BAI) or Merrill Lynch. The policy is available on the intranet links portion of Global WIM's intranet homepage. D. NONPUBLIC INFORMATION Employees are prohibited from disclosing to persons outside the firm any material nonpublic information about any client, the securities investments made by the firm on behalf of a client, information about contemplated securities transactions, or information regarding the firm's trading strategies, except as required to effectuate securities transactions on behalf of a client or for other legitimate business purposes. Disclosure of nonpublic information is a violation of Columbia Management's conflicts of interest policies and a breach of fiduciary duty. E. REPORTING VIOLATIONS OF COLUMBIA MANAGEMENT CODE OF ETHICS Employees must report any conduct by another employee that one reasonably believes constitutes or may constitute a violation of the Columbia Management Code of Ethics. Employees must promptly report all relevant facts and other circumstances indicating a violation of the Columbia Management Code of Ethics to either Linda Wondrack, Columbia Management's Chief Compliance Officer, at 1.617.772.3543 or to the Ethics and Compliance Helpline at 1.888.411.1744 (toll free). If you wish to remain anonymous, use the name "Mr. Columbia" or "Mrs. Columbia" when calling collect. You will not be retaliated against for reporting information in good faith in accordance with this policy. 6 PART II PROHIBITED TRANSACTIONS AND ACTIVITIES This Section Applies to All Employees A. PROHIBITION OF FRAUDULENT AND DECEPTIVE ACTS The Investment Advisers Act of 1940 makes it unlawful for any investment adviser, directly or indirectly, to employ any device, scheme or artifice to defraud any client or prospective client, or to engage in any transaction or practice that operates as a fraud or deceit on such persons. The Investment Company Act of 1940 makes it unlawful for any director, trustee, officer or employee of an investment adviser of an investment company (as well as certain other persons), in connection with the purchase or sale, directly or indirectly, by such person of a "SECURITY HELD OR TO BE ACQUIRED" by the investment company (the "Fund"): 1. To employ any device, scheme or artifice to defraud the Fund; 2. To make to the Fund any untrue statement of a material fact or omit to state to the Fund a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading; 3. To engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon the Fund; or 4. To engage in any manipulative practice with respect to the Fund. Note: "SECURITY HELD OR TO BE ACQUIRED" means (i) any COVERED SECURITY which, within the most recent 15 days: (A) is or has been held by the Fund; or (B) is being or has been considered by the Fund or its investment adviser for purchase by the Fund; and (ii) any option to purchase or sell, and any security convertible into or exchangeable for a COVERED SECURITY within the scope of clause (i) above. All Employees are required to comply with these and all other applicable FEDERAL SECURITIES LAWS. Requirements of these laws are embodied in the policies and procedures of the Columbia Management Companies. B. RESTRICTIONS APPLICABLE TO ALL EMPLOYEES WITH RESPECT TO REDEMPTIONS OR EXCHANGES OF OPEN-END MUTUAL FUND INVESTMENTS 1. No Employee may engage in any purchase and sale or exchange in the same class of shares of an Open-end MUTUAL FUND or a similar investment that occurs within 60 days of one another. (This provision does not apply to any EXCLUDED FUND.) 2. ALL REDEMPTIONS OR EXCHANGES of shares of ANY OPEN-END MUTUAL FUND (except an EXCLUDED FUND), in which an EMPLOYEE has BENEFICIAL OWNERSHIP must be approved using the appropriate pre-clearance procedures. Pre-clearance procedures are available on the Columbia Management intranet homepage. Except in rare cases of hardship, gifting of securities or other unusual circumstances no such redemption or exchange will be approved unless such investment has been held for at least 60 calendar days. All such exceptions require advance approval from the CCO. Therefore, if an Employee purchases shares of an Open-end Mutual Fund, he or she will not be permitted to redeem or exchange out of any shares of that fund for at least 60 calendar days. 7 Exceptions: (1) Transactions in shares of EXCLUDED FUNDS, and (2) as provided immediately below for Bank of America's retirement plans, and (3) at Section F of Part II of this Code regarding other "Exempt Transactions" (as applicable). 3. LATE TRADING PROHIBITION: Late trading of mutual funds is illegal. No Employee shall engage in any transaction in any mutual fund shares where the order is placed after the fund is closed for the day and the transaction is priced using the closing price for that day. Late trading is a violation of Columbia Management's conflicts of interest policies and a breach of fiduciary duty. 4. MARKET TIMING PROHIBITION: No Employee shall engage in mutual fund market timing activities. Columbia Management believes that the interests of a mutual fund's long-term shareholders and the ability of a mutual fund to manage its investments may be adversely affected when fund shares are repeatedly bought and sold (or exchanged) by any individual or entity within short periods of time to take advantage of short-term differentials in the net asset values of such funds. This practice, known as "market timing," can occur in several ways: either in direct purchases and sales of mutual fund shares, through rapid reallocation of funds held in for 401(k) or similarly structured retirement or other accounts invested in mutual fund assets, or through the rapid reallocation of funds held in variable annuity and variable life policies invested in mutual fund assets. Mutual fund market timing is a violation of Columbia Management's conflict of interest policies and a breach of fiduciary duty. C. RESTRICTIONS APPLICABLE TO ALL EMPLOYEES WITH RESPECT TO TRANSACTIONS IN BANK OF AMERICA'S RETIREMENT PLANS As a reminder all Employees must comply with the Policy on Excessive Trading and Market Timing in the Bank of America Retirement Plans ("Retirement Plan Policy") located in the Retirement overview section of Personnel Online, under the Benefits tab. The Retirement Plan Policy generally limits the frequency with which an associate can move dollars in and out of any retirement plan investment choice to once every 30 days. Associates who violate this policy will be restricted in their ability to make future fund exchanges and may be subject to disciplinary action - up to and including termination of employment. In addition to the Retirement Plan Policy, all employees participating in the Plans remain subject to the particular restrictions on trading of mutual fund shares contained in the prospectuses of mutual funds offered by the Plans, including but not limited to Columbia Funds. NOTE: Investment holdings and transactions in BAC Retirement Plans are exempt from the pre-clearance requirements in Part II and the reporting requirements of Part III of this Code. D. TRADING RESTRICTIONS APPLICABLE TO ALL ACCESS PERSONS 1. PROHIBITION ON TRADING COVERED SECURITIES BEING PURCHASED, SOLD OR CONSIDERED FOR PURCHASE OR SALE BY ANY COLUMBIA MANAGEMENT CLIENT ACCOUNT No ACCESS PERSON shall purchase or sell, directly or indirectly, any COVERED SECURITY in which such person had, or by reason of such transaction acquires, any direct or indirect BENEFICIAL OWNERSHIP when, at the time of such purchase or sale, the same class of security: - is the subject of an open buy or sell order for a CLIENT ACCOUNT; or - is BEING CONSIDERED FOR PURCHASE OR SALE by a CLIENT ACCOUNT NOTE: This restriction DOES NOT APPLY: - to securities of an issuer that has a MARKET CAPITALIZATION OF $10 BILLION OR MORE at the time of the transactions; however, an ACCESS PERSON must pre-clear these trades as with any other personal trade. 8 - when the personal trade matches with a Columbia Management Client Account which principally follows a passive investment strategy of attempting to replicate the performance of an index. 2. PRE-CLEARANCE OF TRANSACTIONS ACCESS PERSONS must pre-clear all transactions in COVERED SECURITIES in which they have BENEFICIAL OWNERSHIP using the appropriate pre-clearance procedures. Pre-clearance procedures are described at Columbia Management's intranet homepage. Employees may rely on the exemptions stated in Section F of Part II of this Code. NOTE: PRE-CLEARANCE REQUESTS MUST BE SUBMITTED DURING NYSE HOURS. PRE-CLEARANCE APPROVALS ARE VALID UNTIL 4:00 PM ET OF THE SAME BUSINESS DAY AS APPROVAL. (Example: If a pre-clearance approval is granted on Tuesday the approval is valid, only until 4:00 pm ET Tuesday.) 3. EQUITY RESTRICTED LIST When an equity analyst of COLUMBIA MANAGEMENT initiates coverage or changes a rating on a COVERED SECURITY, the security is put on a restricted list until close of the next trading day. No ACCESS PERSON shall be granted pre-clearance for trades in a security while included on the list. 4. INITIAL PUBLIC OFFERINGS (IPOS), HEDGE FUNDS AND PRIVATE PLACEMENTS No ACCESS PERSON shall acquire BENEFICIAL OWNERSHIP of securities in an Initial Public Offering, Hedge Fund or Private Placement except with the prior written approval of the CCO. (NOTE: REGISTERED PERSONNEL are prohibited from purchasing IPOs.) In approving such acquisition, the CCO must determine that the acquisition does not conflict with the Code or its underlying policies, or the interests of Columbia Management or its Clients. In deciding whether such approval should be granted, the CCO shall consider whether the investment opportunity should be reserved for Clients, and whether the opportunity has been offered to the Access Peron because of the Access Person's relationship with Clients. The CCO may approve such acquisition where there are circumstances in which the opportunity to acquire the security has been made available to the Access Person for reasons other than the Access Person's relationship with Columbia Management or its Clients. Such circumstances might include, among other things, - An opportunity to acquire securities of an insurance company converting from a mutual ownership structure to a stockholder ownership structure, if the Access Person's ownership of an insurance policy issued by the IPO company or an affiliate of the IPO company conveys the investment opportunity; - An opportunity resulting from the Access Person's pre-existing ownership of an interest in the IPO company or status of an investors in the IPO company; - An opportunity made available to the Access Person's spouse, in circumstances permitting the CCO reasonably to determine that the opportunity is being made available for reasons other than the Access Person's relationship with Columbia Management or its Clients (for example, because of the spouse's employment). 5. SHORT-TERM TRADING (60 CALENDAR DAYS) Any profit realized by an ACCESS PERSON from any purchase and sale, or any sale and purchase, of the SAME CLASS OF COVERED SECURITY (or its equivalent) within any period of 60 CALENDAR DAYS or less is prohibited. Note, regarding this restriction, that: a. The 60 calendar day restriction period commences the day after the purchase or sale of any Covered Security (or its equivalent). 9 b. The 60-day restriction applies on a "last in, first out basis." That's why the restriction refers to "the SAME CLASS OF COVERED SECURITY." In light of this feature, an ACCESS PERSON (or FAMILY/HOUSEHOLD MEMBER) may not buy and sell, or sell and buy, the same class of COVERED SECURITY within 60 days even though the specific shares or other securities involved may have been held longer than 60 days. c. Purchase and sale transactions in the same security within 60 days that result in a loss to the ACCESS PERSON (or FAMILY/HOUSEHOLD MEMBER) are not restricted. d. The 60-day restriction does not apply to the exercise of options to purchase shares of Bank of America stock and the immediate sale of the same or identical shares, including so-called "cashless exercise" transactions. e. Strategies involving options with expirations of less than 60 days may result in violations of the short-term trading ban. f. Exceptions to the short-term trading ban may be requested in writing, addressed to the CCO, in advance of a trade and will generally be granted only in rare cases of hardship, gifting of securities or other unusual circumstances where it is determined that no abuse is involved and the equities of the situation strongly support an exception to the ban. See examples of exceptions in APPENDIX B. 6. EXCESSIVE TRADING FOR PERSONAL ACCOUNTS IS STRONGLY DISCOURAGED ACCESS PERSONS are strongly discouraged from engaging in excessive trading for their personal accounts. Although this Code does not define excessive trading, Access Persons should be aware that if their trades exceed 30 trades per month the trading activity will be reviewed by Compliance Risk Management. 7. CLOSED-END FUNDS ADVISED BY BANK OF AMERICA No ACCESS PERSON shall acquire BENEFICIAL OWNERSHIP of securities of any CLOSED-END FUND advised by Columbia Management or other Bank of America company except with the prior written approval of Compliance Risk Management. E. ADDITIONAL TRADING RESTRICTIONS APPLICABLE TO INVESTMENT PERSONS 1. FOURTEEN CALENDAR DAY BLACKOUT PERIOD No INVESTMENT PERSON shall purchase or sell any COVERED SECURITY (or its equivalent) within a period of seven calendar days before or after a purchase or sale of the same class of security by a CLIENT ACCOUNT with which the INVESTMENT PERSON OR THEIR TEAM are regularly associated. The spirit of this Code (see page 5 above) also requires that no INVESTMENT PERSON may intentionally delay trades on behalf of a CLIENT ACCOUNT so that their own personal trades avoid falling within the fourteen day blackout period. NOTE: The fourteen calendar day restriction DOES NOT APPLY: - to securities of an issuer that has a MARKET CAPITALIZATION OF $10 BILLION OR MORE at the time of the transactions; however an, INVESTMENT PERSON must pre-clear these trades as with any other personal trade. Also, this exception does not relieve INVESTMENT PERSONS of the duty to refrain from inappropriate trading of securities held or BEING CONSIDERED FOR PURCHASE OR SALE in CLIENT ACCOUNTS with which they are regularly associated. - when the personal trade matches one in a COLUMBIA MANAGEMENT CLIENT ACCOUNT which principally follows a passive index tracking investment strategy. 2. MANGER PRE-APPROVAL REQUIRED FOR IPOS AND PRIVATE PLACEMENTS All Investment Persons are required to obtain written manager pre-approval for personal investments in INITIAL PUBLIC OFFERINGS (IPOS) AND PRIVATE PLACEMENTS. "Manager pre-approval" is approval by an investment person's immediate manager or their designee. After 10 obtaining manger pre-approval, Investment Persons must obtain pre-approval from the CCO. The Request Form and instructions are available on Columbia Management's intranet site under the Compliance tab. F. EXEMPT TRANSACTIONS The following types of transactions are not subject to the trading restrictions of SECTIONS B, D AND E of Part II of this Code of Ethics. However, except as noted below, all such transactions must be reported pursuant to the Reporting provisions of Part III of this Code. 1. Transactions in securities issued or guaranteed by the US Government or its agencies or instrumentalities; bankers' acceptances; US bank certificates of deposit; commercial paper; and purchases, redemptions and/or exchanges of EXCLUDED FUND shares. (Transactions in all such securities are also exempt from the reporting requirements of Part III of the Code). 2. Transactions effected pursuant to an Automated Investment Plan not involving a BAC Retirement Plan. Note this does not include transactions that override or otherwise depart from the pre-determined schedule or allocation features of the investment plan. 3. Purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent such rights were acquired from such issuer, and sales of such rights so acquired. 4. Transactions which are non-volitional on the part of either the Access Person or the Columbia Management Company (e.g., stock splits, automatic conversions). 5. Transactions effected in any account in which the Access Person may have a beneficial interest, but no direct or indirect influence or control of investment or trading activity (such as a blind trust or third-party advised discretionary account). (Accounts managed by another ACCESS PERSON would not meet this test.) Such accounts are also exempt from reporting requirements in Part III of this Code.) Transactions in COVERED SECURITIES in any such account are also exempt from the reporting requirements of Part III of the Code. 6. Securities issued by Bank of America and affiliates (Please note that these securities are subject to the requirements of Part II D. 5 (short-term trading) of this Code, and the standards of conduct and liability discussed in the Bank of America Corporation's General Policy on Insider Trading). 7. Such other transactions as the CODE OF ETHICS COMMITTEE shall approve in their sole discretion, provided that Compliance Risk Management shall find that such transactions are consistent with the Statement of General Principles and applicable laws. The CODE OF ETHICS COMMITTEE shall maintain a record of the approval and will communicate to the ACCESS PERSON'S manager(s). G. RESTRICTION ON SERVICE AS OFFICER OR DIRECTOR BY ACCESS PERSONS ACCESS PERSONS are prohibited from serving as an officer or director of any publicly traded company, other than Bank of America Corporation, absent prior authorization from Compliance Risk Management based on a determination that the board service would not be inconsistent with the interests of any CLIENT ACCOUNT. H. PARTICIPATION IN INVESTMENT CLUBS ACCESS PERSONS (including with respect to assets that are beneficially owned by the Access Person) may participate in private investment clubs or other similar groups only upon advance 11 written approval from Compliance Risk Management, subject to such terms and conditions as Compliance Risk Management may determine to impose. I. ADDITIONAL RESTRICTIONS FOR SPECIFIC SUB-GROUPS Specific sub-groups in the organization may be subject to additional restrictions, as determined by Compliance Risk Management, because of their specific investment activities or their structure in the company. Compliance Risk Management shall keep separate applicable procedures and communicate accordingly to these groups. J. PENALTIES FOR NON-COMPLIANCE Upon discovering a violation of this Code, the CODE OF ETHICS COMMITTEE, after consultation with the members of the Committee and Compliance Risk Management, may take any disciplinary action, as it deems appropriate, including, but not limited to, any or all of the following: - Formal written warning (with copies to supervisor and personnel file); - Cash fines; - Disgorgement of trading profits; - Ban on personal trading; - Suspension of employment; - Termination of employment See the Sanctions Schedule in APPENDIX C for details (subject to revision). 12 PART III ADMINISTRATION AND REPORTING REQUIREMENTS This Section Applies to All Employees A. NEW EMPLOYEES All new EMPLOYEES will receive a copy of the COLUMBIA MANAGEMENT CODE OF ETHICS as well as an Initial Certification Form. By completion of this Form, new EMPLOYEES MUST certify to Compliance Risk Management that they have read and understand the Code and disclose their personal (and FAMILY/HOUSEHOLD MEMBER) securities holdings. (The exact forms will be provided by Compliance Risk Management). B. ANNUAL CODE COVERAGE ACKNOWLEDGEMENT AND COMPLIANCE CERTIFICATION All EMPLOYEES will annually furnish online acknowledgement of coverage (including FAMILY/HOUSEHOLD MEMBERS ) under, and certification of compliance with, the Columbia Management Code of Ethics. Copies of the Code and any amendments to the Code are required to be provided to all Employees. All Employees are required to provide online acknowledgment of their receipt of the Code and any amendments. C. REPORTING REQUIREMENTS FOR ALL NON-ACCESS PERSONS (INVESTMENTS IN OPEN-END MUTUAL FUNDS) 1. INITIAL CERTIFICATION TO THE CODE AND DISCLOSURE OF ALL INVESTMENT ACCOUNTS AND PERSONAL HOLDINGS OF OPEN-END MUTUAL FUNDS By no later than 10 calendar days after you are notified that you are a NON-ACCESS PERSON, you must acknowledge that you have read and understand this Code, that you understand that it applies to you and to your FAMILY/HOUSEHOLD MEMBERS and that you understand that you are a NON-ACCESS PERSON under the Code. You must also report to Compliance Risk Management the following: - INVESTMENT ACCOUNTS in which you or any FAMILY/HOUSEHOLD MEMBER have direct or indirect ownership interest (including those of your family members or your household) which may hold shares of any open-end mutual funds, including accounts with broker-dealers, banks, accounts held directly with the fund, variable annuities/life, etc. - HOLDINGS of any open-end mutual fund shares in any of the above mentioned accounts, including funds that are not in the Columbia Acorn, Wanger Advisors Trust, and Columbia Funds Families. 2. QUARTERLY INVESTMENT ACCOUNT AND OPEN-END MUTUAL FUND TRANSACTION REPORT By the 30th day after the end of the calendar quarter, ALL NON-ACCESS PERSONS are required to provide Compliance Risk Management with a report of their investment accounts (including any new accounts opened during the quarter) and transactions in Open-end mutual funds that are not in the Columbia Acorn, Wanger Advisors Trust, and Columbia Funds or Nations Funds Families. These requirements include all investment accounts and Open-end mutual fund shares of which you (or a Family/Household Member) are a beneficial owner, held either directly or through another investment vehicle or account, including (but not limited to) accounts with broker-dealers, banks, accounts held directly with the fund, variable annuities/life, etc. 3. ANNUAL OPEN-END MUTUAL FUND HOLDINGS REPORT By the 30th day after the end of the calendar year, ALL NON-ACCESS PERSONS are required to provide Compliance Risk Management with a detailed annual report of ALL their holdings of any Open-end mutual fund, including open-end mutual funds that are not in the Columbia 13 Acorn, Wanger Advisors Trust, and Columbia Funds Families. These requirements include all investment accounts and open-end mutual fund shares of which you (or a Family/Household Member) are a beneficial owner, held either directly or through another investment vehicle or account, including (but not limited to) accounts with broker-dealers, banks, accounts held directly with the fund, variable annuities/life, etc. 4. DUPLICATE ACCOUNT STATEMENTS AND CONFIRMATIONS Each NON-ACCESS PERSON shall cause every broker-dealer or investment services provider with whom he or she (or a FAMILY/HOUSEHOLD MEMBER) maintains an account to provide duplicate periodic statements and trade confirmations to Compliance Risk Management for all accounts holding or transacting OPEN-END MUTUAL FUNDS. All duplicate statements and confirmations should be sent to the following address: BANK OF AMERICA COMPLIANCE RISK MANAGEMENT PERSONAL TRADING DEPARTMENT NC1-002-32-27 101 SOUTH TRYON STREET, 32ND FLOOR CHARLOTTE, NC 28255 D. REPORTING REQUIREMENTS FOR ALL ACCESS PERSONS (INCLUDING ALL INVESTMENT PERSONS) 1. INITIAL CERTIFICATION TO THE CODE AND DISCLOSURE OF ALL INVESTMENT ACCOUNTS AND PERSONAL HOLDINGS OF COVERED SECURITIES AND OPEN-END MUTUAL FUND SHARES By no later than 10 calendar days after you are notified that you are an ACCESS PERSON, you must acknowledge that you have read and understand this Code, that you understand that it applies to you and to your FAMILY/HOUSEHOLD MEMBERS and that you understand that you are an ACCESS PERSON (and, if applicable, an INVESTMENT PERSON) under the Code. You must also report to Compliance Risk Management the following: - INVESTMENT ACCOUNTS in which you or any FAMILY/HOUSEHOLD MEMBER have direct or indirect ownership interest (including those of your family members or your household) which may hold either COVERED SECURITIES or shares of any OPEN-END MUTUAL FUNDS, including accounts with broker-dealers, banks, direct holdings, accounts held directly with the fund, variable annuities/life, etc. - HOLDINGS of any COVERED SECURITIES or OPEN-END MUTUAL FUND shares in any of the above mentioned accounts, including funds that are not in the Columbia Acorn, Wanger Advisors Trust, and Columbia Funds Families - Investment account and holdings of COVERED SECURITIES information that is supplied to Compliance Risk Management shall not be more than 45 days old. 2. QUARTERLY INVESTMENT ACCOUNT AND TRANSACTION REPORT By the 30th day following the end of the calendar quarter, ALL ACCESS PERSONS are required to provide Compliance Risk Management with a report of their investment accounts(including investment accounts opened during the quarter) and transactions in COVERED SECURITIES and OPEN-END MUTUAL FUNDS during the quarter, including OPEN-END MUTUAL FUNDS that are not in the Columbia Acorn, Wanger Advisors Trust, and Columbia Funds Families. These requirements include all investment accounts and COVERED SECURITIES and OPEN-END MUTUAL FUND shares of which you (or a FAMILY/HOUSEHOLD MEMBER) are a BENEFICIAL OWNER, held either directly or through another investment vehicle or account, including accounts with broker-dealers, banks, direct holdings, accounts held directly with the fund, variable annuities/life, etc. 3. ANNUAL HOLDINGS REPORT By the 30th day after the end of the calendar year, ALL ACCESS PERSONS are required to provide Compliance Risk Management with a detailed annual report of ALL of their holdings of 14 any COVERED SECURITIES and Open-end Mutual Funds, including Open-end mutual funds that are not in the Columbia Acorn, Wanger Advisors Trust, and Columbia Funds Families. These requirements include all investment accounts and COVERED SECURITIES and Open-end Mutual Fund shares of which you (or a FAMILY/HOUSEHOLD MEMBER) are a BENEFICIAL OWNER, held either directly or through another investment vehicle or account, including accounts with broker-dealers, banks, direct holdings, accounts held directly with the fund, variable annuities/life, etc. Investment account and holdings of COVERED SECURITIES information that is supplied to Compliance Risk Management shall not be more than 45 days old. 4. DUPLICATE ACCOUNT STATEMENTS AND CONFIRMATIONS Each ACCESS PERSON shall cause every broker-dealer or investment services provider with whom he or she (or a FAMILY/HOUSEHOLD MEMBER) maintains an account to provide duplicate periodic statements and trade confirmations to Compliance Risk Management for all accounts holding or transacting trades in COVERED SECURITIES or OPEN-END MUTUAL FUNDS. All duplicate statements and confirmations should be sent to the following address: BANK OF AMERICA COMPLIANCE RISK MANAGEMENT PERSONAL TRADING DEPARTMENT NC1-002-32-27 101 SOUTH TRYON STREET, 32ND FLOOR CHARLOTTE, NC 28255 E. EXCEPTIONS FROM THE ABOVE REPORTING REQUIREMENTS SECTIONS C AND D of the above reporting requirements do not apply to transactions in: - BAC Retirement Plans as defined at Section II.C of this Code (See also the related Note at Section II.C.) - Any non-proprietary 401(k) plan in which you have a beneficial interest (such as that with a previous employer or of a family member) UNLESS the holdings are investments in a fund from either the Columbia Funds Families of Funds. If the non-proprietary 401(k) plan holdings are in a fund from the Columbia Acorn, Wanger Advisors Trust, or Columbia Funds Families, the EMPLOYEE must provide a duplicate periodic statement of all holdings and trading activity in the account. - Investment accounts in which you have a beneficial interest, but no investment discretion, influence or control. (See Appendix A.) - 529 Plans - Access persons on leave who do not have home access will be exempt from the above reporting requirements while on leave. Access persons on leave with home access will be responsible for the above reporting. NOTE: The exception of any non-proprietary 401(k) plan applies to company-directed 401(k) plans, but does not apply to self-directed 401(k) plans. If you have investments in plans that are self-directed, you are subject to the pre-clearing and reporting requirements of the Code of Ethics. Self-directed 401(k) plans offers the ability to direct stock investments, while company-directed 401(k) plans usually offer a limited number of investment options consisting of mutual funds in which one directs their investments. F. CODE ADMINISTRATION Columbia Management has charged Compliance Risk Management with the responsibility of attending to the day-to-day administration of this Code. Compliance Risk Management will provide the Code of Ethics Oversight Committee with quarterly reports that will include all violations noted during the quarterly review process. The quarterly report will include associate name, job title, manager name, description of the violation, and a record of any sanction to be imposed. Material 15 violations will be communicated to the board of directors or trustees of any investment company managed by Columbia Management at least annually as required by Rule 17j-1 under the Investment Company Act of 1940 and more frequently as requested by the board. G. QUESTIONS Any questions about the Code or about the applicability of the Code to a personal securities transaction should be directed to Associate Investment Monitoring (AIM) Department at (704) 388-3300 or via email to Corporate Compliance, PST. 16 Appendix A Beneficial Ownership For purposes of the Columbia Management Code of Ethics, the term "beneficial ownership" shall be interpreted in accordance with the definition of "beneficial owner" set forth in Rule 16a-l(a)(2) under the Securities Exchange Act of 1934, as amended, which states that the term "BENEFICIAL OWNER" means "any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares a direct or indirect pecuniary interest in "a security." The term "pecuniary interest" is further defined to mean "the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the subject securities." The pecuniary interest standard looks beyond the record owner of securities. As a result, the definition of beneficial ownership is very broad and encompasses many situations that might not ordinarily be thought to confer a "pecuniary interest" in or "beneficial ownership" of securities. SECURITIES DEEMED TO BE "BENEFICIALLY OWNED" Securities owned "beneficially" would include not only securities held by you for your own benefit, but also securities held (regardless of whether or how they are registered) by others for your benefit in an account over which you have influence or control, such as securities held for you by custodians, brokers, relatives, executors, administrators, or trustees. The term also includes securities held for your account by pledgees, securities owned by a partnership in which you are a general partner, and securities owned by any corporation that you control. Set forth below are some examples of how beneficial ownership may arise in different contexts. - - FAMILY HOLDINGS. Securities held by members of your immediate family sharing the same household with you ( "FAMILY/HOUSEHOLD MEMBER" ) are presumed to be beneficially owned by you. Your "immediate family" includes any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, significant other, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law (but does not include aunts and uncles, or nieces and nephews). The definition also includes adoptive relationships. You may also be deemed to be the beneficial owner of securities held by an immediate family member not living in your household if the family member is economically dependent upon you. - - PARTNERSHIP AND CORPORATE HOLDINGS. A general partner of a general or limited partnership will generally be deemed to beneficially own securities held by the partnership, as long as the partner has direct or indirect influence or control over the management and affairs of the partnership. A limited partner will generally not be deemed to beneficially own securities held by a limited partnership, provided he or she does not own a controlling voting interest in the partnership. If a corporation is your "alter ego" or "personal holding company", the corporation's holdings of securities are attributable to you. - - TRUSTS. Securities held by a trust of which you are a beneficiary and over which you have any direct or indirect influence or control would be deemed to be beneficially owned by you. An example would be where you as settlor have the power to revoke the trust without the consent of another person, or have or share investment control over the trust. - - ESTATES. Ordinarily, the term "beneficial ownership" would not include securities held by executors or administrators in estates in which you are a legatee or beneficiary unless there is a specific bequest to you of such securities, or you are the sole legatee or beneficiary and there are other assets in the estate sufficient to pay debts ranking ahead of such bequest. 17 SECURITIES DEEMED NOT TO BE "BENEFICIALLY OWNED" For purposes of the Columbia Management Code of Ethics, the term "beneficial ownership" excludes securities or securities accounts held by you for the benefit of someone else if you do not have a pecuniary interest in such securities or accounts. For example, securities held by a trust would not be considered beneficially owned by you if neither you nor an immediate family member is a beneficiary of the trust. Another example illustrating the absence of pecuniary interest, and therefore also of beneficial ownership, would be securities held by an immediate family member not living in the same household with you, and who is not economically dependent upon you. "INFLUENCE OR CONTROL" Transactions/Accounts over which neither you nor any other ACCESS PERSON have "ANY DIRECT OR INDIRECT INFLUENCE OR CONTROL" are not subject to the trading restrictions in Part II or reporting requirements in Part III of the Code. To have "influence or control", you must have an ability to prompt, induce or otherwise effect transactions in the account. Like beneficial ownership, the concept of influence or control encompasses a wide variety of factual situations. An example of where influence or control exists would be where you, as a beneficiary of a revocable trust, have significant ongoing business and social relationships with the trustee of the trust. Examples of where influence or control does not exist would be a true blind trust, or securities held by a limited partnership in which your only participation is as a non-controlling limited partner. The determining factor in each case will be whether you (or any other ACCESS PERSON) have any direct or indirect influence or control over the securities account. 18 Appendix B Exceptions to the Short-Term Trading Ban Exceptions to the short-term trading ban on COVERED SECURITIES may be requested in advance to the CCO, and will generally only be granted in rare cases of hardship, gifting of securities or other unusual circumstances where it is determined that no abuse is involved and the equities of the situation strongly support an exception to the ban. Circumstances that could provide the basis for an exception from short-term trading restriction might include, for example, among others: - - an involuntary transaction that is the result of unforeseen corporate activity; - - the disclosure of a previously nonpublic, material corporate, economic or political event or activity that could cause a reasonable person in like circumstances to sell a security even if originally purchased as a long-term investment; or - - the ACCESS PERSON's economic circumstances materially change in such a manner that enforcement of the short-term trading ban would result in the ACCESS PERSON being subjected to an avoidable, inequitable economic hardship. - - An irrevocable gift of securities provided no abuse is intended. 19 Appendix C Code of Ethics Oversight Committee Sanctions Schedule for failure to comply with the Code The CODE OF ETHICS OVERSIGHT COMMITTEE will meet quarterly or as needed to review employee Code of Ethics violations identified by Compliance Risk Management. The responsibility of the Committee will be to conduct informational hearings, assess mitigating factors, and impose sanctions consistent with the Code's Sanction Guidelines. The Committee will be the final arbiter in determining sanctions imposed under this Code. The sanctions as specified in the schedule do not preclude the imposition of more severe penalties depending on the circumstances surrounding the offense.

* Requires review by the Code of Ethics Oversight Committee. The following schedule details the monetary penalties that may be applied for each offense. Monetary penalties may include disgorgement of profits when applicable. - Non-Access and Access Persons $100-$1,000 - Administrative Investment Persons $100-$1,000 - Investment Persons $500-$2,500 - Senior Investment Persons $2,500-$5,000 - Managing Directors $2,500-$5,000

20 EX-99.Q.1 7 b61261a1exv99wqw1.txt POWERS OF ATTORNEY POWER OF ATTORNEY Edward J. Boudreau, Jr., whose signature appears below, does hereby constitute and appoint Christopher Wilson, Kevin Connaughton, Scott Henderson, James Bordewick, Peter Fariel, Ryan Larrenaga, Michael Clarke, Jeffrey Coleman, Joseph DiMaria, Steven Welsh, Ty Edwards, Barry Finkle, Robert Kurucza, Marco Adelfio and Steven Cravath, each individually, his true and lawful attorney-in-fact and agent (each an "Attorney-in-Fact") with power of substitution or resubstitution, in any and all capacities in the furtherance of the business and affairs of Columbia Funds Series Trust, Columbia Funds Master Investment Trust, Columbia Funds Variable Insurance Trust I, and Banc of America Funds Trust (each a "Trust" and collectively the "Trusts"): (i) to execute any and all instruments which said Attorney-in-Fact may deem necessary or advisable or which may be required to comply with the Investment Company Act of 1940, and the Securities and Exchange Act of 1933 (together the "Acts"), and any other applicable federal securities laws, or rules, regulations or requirements of the U.S. Securities and Exchange Commission in respect thereof, in connection with the filing and effectiveness of any Trust Registration Statement on Form N-1A or N-14 pursuant to the Acts, and any and all amendments thereto; (ii) to execute any and all federal or state regulatory filings, including all applications with regulatory authorities, state charter or organizational documents and any amendments or supplements thereto, to be executed by, on behalf of, or for the benefit of, the Trust. The undersigned hereby grants to each Attorney-in-Fact full power and authority to do and perform each and every act and thing contemplated above, as fully and to all intents and purposes as the undersigned might or could do in person, and hereby ratifies and confirms all that said Attorneys-in-Fact, individually or collectively, may lawfully do or cause to be done by virtue hereof. By signing this Power of Attorney, I hereby revoke and rescind any earlier Power of Attorney signed by me in connection with my role as a Trustee of the Trusts. This Power of Attorney shall be revocable at any time by a writing signed by the undersigned and shall terminate automatically with respect to all Attorneys-in-Fact named above if the undersigned ceases to be a Trustee of the Trusts. Dated: May 16, 2006 /s/ Edward J. Boudreau, Jr. ---------------------------------------- Edward J. Boudreau, Jr. POWER OF ATTORNEY William A. Hawkins, whose signature appears below, does hereby constitute and appoint Christopher Wilson, Kevin Connaughton, Scott Henderson, James Bordewick, Peter Fariel, Ryan Larrenaga, Michael Clarke, Jeffrey Coleman, Joseph DiMaria, Steven Welsh, Ty Edwards, Barry Finkle, Robert Kurucza, Marco Adelfio and Steven Cravath, each individually, his true and lawful attorney-in-fact and agent (each an "Attorney-in-Fact") with power of substitution or resubstitution, in any and all capacities in the furtherance of the business and affairs of Columbia Funds Series Trust, Columbia Funds Master Investment Trust, Columbia Funds Variable Insurance Trust I, and Banc of America Funds Trust (each a "Trust" and collectively the "Trusts"): (i) to execute any and all instruments which said Attorney-in-Fact may deem necessary or advisable or which may be required to comply with the Investment Company Act of 1940, and the Securities and Exchange Act of 1933 (together the "Acts"), and any other applicable federal securities laws, or rules, regulations or requirements of the U.S. Securities and Exchange Commission in respect thereof, in connection with the filing and effectiveness of any Trust Registration Statement on Form N-1A or N-14 pursuant to the Acts, and any and all amendments thereto; (ii) to execute any and all federal or state regulatory filings, including all applications with regulatory authorities, state charter or organizational documents and any amendments or supplements thereto, to be executed by, on behalf of, or for the benefit of, the Trust. The undersigned hereby grants to each Attorney-in-Fact full power and authority to do and perform each and every act and thing contemplated above, as fully and to all intents and purposes as the undersigned might or could do in person, and hereby ratifies and confirms all that said Attorneys-in-Fact, individually or collectively, may lawfully do or cause to be done by virtue hereof. By signing this Power of Attorney, I hereby revoke and rescind any earlier Power of Attorney signed by me in connection with my role as a Trustee of the Trusts. This Power of Attorney shall be revocable at any time by a writing signed by the undersigned and shall terminate automatically with respect to all Attorneys-in-Fact named above if the undersigned ceases to be a Trustee of the Trusts. Dated: May 16, 2006 /s/ William A. Hawkins ---------------------------------------- William A. Hawkins POWER OF ATTORNEY R. Glenn Hilliard, whose signature appears below, does hereby constitute and appoint Christopher Wilson, Kevin Connaughton, Scott Henderson, James Bordewick, Peter Fariel, Ryan Larrenaga, Michael Clarke, Jeffrey Coleman, Joseph DiMaria, Steven Welsh, Ty Edwards, Barry Finkle, Robert Kurucza, Marco Adelfio and Steven Cravath, each individually, his true and lawful attorney-in-fact and agent (each an "Attorney-in-Fact") with power of substitution or resubstitution, in any and all capacities in the furtherance of the business and affairs of Columbia Funds Series Trust, Columbia Funds Master Investment Trust, Columbia Funds Variable Insurance Trust I, and Banc of America Funds Trust (each a "Trust" and collectively the "Trusts"): (i) to execute any and all instruments which said Attorney-in-Fact may deem necessary or advisable or which may be required to comply with the Investment Company Act of 1940, and the Securities and Exchange Act of 1933 (together the "Acts"), and any other applicable federal securities laws, or rules, regulations or requirements of the U.S. Securities and Exchange Commission in respect thereof, in connection with the filing and effectiveness of any Trust Registration Statement on Form N-1A or N-14 pursuant to the Acts, and any and all amendments thereto; (ii) to execute any and all federal or state regulatory filings, including all applications with regulatory authorities, state charter or organizational documents and any amendments or supplements thereto, to be executed by, on behalf of, or for the benefit of, the Trust. The undersigned hereby grants to each Attorney-in-Fact full power and authority to do and perform each and every act and thing contemplated above, as fully and to all intents and purposes as the undersigned might or could do in person, and hereby ratifies and confirms all that said Attorneys-in-Fact, individually or collectively, may lawfully do or cause to be done by virtue hereof. By signing this Power of Attorney, I hereby revoke and rescind any earlier Power of Attorney signed by me in connection with my role as a Trustee of the Trusts. This Power of Attorney shall be revocable at any time by a writing signed by the undersigned and shall terminate automatically with respect to all Attorneys-in-Fact named above if the undersigned ceases to be a Trustee of the Trusts. Dated: May 16, 2006 /s/ R. Glenn Hilliard ---------------------------------------- R. Glenn Hilliard POWER OF ATTORNEY Minor Mickel Shaw, whose signature appears below, does hereby constitute and appoint Christopher Wilson, Kevin Connaughton, Scott Henderson, James Bordewick, Peter Fariel, Ryan Larrenaga, Michael Clarke, Jeffrey Coleman, Joseph DiMaria, Steven Welsh, Ty Edwards, Barry Finkle, Robert Kurucza, Marco Adelfio and Steven Cravath, each individually, her true and lawful attorney-in-fact and agent (each an "Attorney-in-Fact") with power of substitution or resubstitution, in any and all capacities in the furtherance of the business and affairs of Columbia Funds Series Trust, Columbia Funds Master Investment Trust, Columbia Funds Variable Insurance Trust I, and Banc of America Funds Trust (each a "Trust" and collectively the "Trusts"): (i) to execute any and all instruments which said Attorney-in-Fact may deem necessary or advisable or which may be required to comply with the Investment Company Act of 1940, and the Securities and Exchange Act of 1933 (together the "Acts"), and any other applicable federal securities laws, or rules, regulations or requirements of the U.S. Securities and Exchange Commission in respect thereof, in connection with the filing and effectiveness of any Trust Registration Statement on Form N-1A or N-14 pursuant to the Acts, and any and all amendments thereto; (ii) to execute any and all federal or state regulatory filings, including all applications with regulatory authorities, state charter or organizational documents and any amendments or supplements thereto, to be executed by, on behalf of, or for the benefit of, a Trust. The undersigned hereby grants to each Attorney-in-Fact full power and authority to do and perform each and every act and thing contemplated above, as fully and to all intents and purposes as the undersigned might or could do in person, and hereby ratifies and confirms all that said Attorneys-in-Fact, individually or collectively, may lawfully do or cause to be done by virtue hereof. By signing this Power of Attorney, I hereby revoke and rescind any earlier Power of Attorney signed by me in connection with my role as a Trustee of the Trusts. This Power of Attorney shall be revocable at any time by a writing signed by the undersigned and shall terminate automatically with respect to all Attorneys-in-Fact named above if the undersigned ceases to be a Trustee of the Trusts. Dated: May 16, 2006 /s/ Minor Mickel Shaw ---------------------------------------- Minor Mickel Shaw POWER OF ATTORNEY William P. Carmichael, whose signature appears below, does hereby constitute and appoint Christopher Wilson, Kevin Connaughton, Scott Henderson, James Bordewick, Peter Fariel, Ryan Larrenaga, Michael Clarke, Jeffrey Coleman, Joseph DiMaria, Steven Welsh, Ty Edwards, Barry Finkle, Robert Kurucza, Marco Adelfio and Steven Cravath, each individually, his true and lawful attorney-in-fact and agent (each an "Attorney-in-Fact") with power of substitution or resubstitution, in any and all capacities in the furtherance of the business and affairs of Columbia Funds Series Trust, Columbia Funds Master Investment Trust, Columbia Funds Variable Insurance Trust I, and Banc of America Funds Trust (each a "Trust" and collectively the "Trusts"): (i) to execute any and all instruments which said Attorney-in-Fact may deem necessary or advisable or which may be required to comply with the Investment Company Act of 1940, and the Securities and Exchange Act of 1933 (together the "Acts"), and any other applicable federal securities laws, or rules, regulations or requirements of the U.S. Securities and Exchange Commission in respect thereof, in connection with the filing and effectiveness of any Trust Registration Statement on Form N-1A or N-14 pursuant to the Acts, and any and all amendments thereto; (ii) to execute any and all federal or state regulatory filings, including all applications with regulatory authorities, state charter or organizational documents and any amendments or supplements thereto, to be executed by, on behalf of, or for the benefit of, a Trust. The undersigned hereby grants to each Attorney-in-Fact full power and authority to do and perform each and every act and thing contemplated above, as fully and to all intents and purposes as the undersigned might or could do in person, and hereby ratifies and confirms all that said Attorneys-in-Fact, individually or collectively, may lawfully do or cause to be done by virtue hereof. By signing this Power of Attorney, I hereby revoke and rescind any earlier Power of Attorney signed by me in connection with my role as a Trustee of the Trusts. This Power of Attorney shall be revocable at any time by a writing signed by the undersigned and shall terminate automatically with respect to all Attorneys-in-Fact named above if the undersigned ceases to be a Trustee of the Trusts. Dated: May 16, 2006 /s/ William P. Carmichael ---------------------------------------- William P. Carmichael ~~-----END PRIVACY-ENHANCED MESSAGE-----~~