AMENDED AND RESTATED PLAN PURSUANT TO RULE 18F-3(D)

EX-99.(N)(1) 16 d357437dex99n1.htm AMENDED AND RESTATED PLAN PURSUANT TO RULE 18F-3(D) AMENDED AND RESTATED PLAN PURSUANT TO RULE 18F-3(D)

COLUMBIA ACORN TRUST

Amended and Restated Plan pursuant to Rule 18f-3(d)

under the Investment Company Act of 1940

I. Introduction

Pursuant to Rule 18f-3 under the Investment Company Act of 1940, as amended (the “1940 Act”), this Amended and Restated Plan pursuant to Rule 18f-3(d) under the 1940 Act (“Plan”) sets forth the methods for allocating fees and expenses among the classes of shares (“Shares”) in the series (each a “Fund”) of Columbia Acorn Trust (the “Trust”). Among other things, this Plan 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 that class or if the class receives services of a different kind or to a different degree than other classes. In addition, this Plan sets forth exchange privileges, conversion features, maximum initial sales loads, contingent deferred sales charges, maximum distribution fees, maximum shareholder servicing fees, maximum shareholder administration fees, and other shareholder services and transfer agency fees, if any, applicable or allocated to each class of Shares of the Trust. Each class of Shares is subject to such investment minimums and other conditions of eligibility as are set forth in the then-current prospectus and statement of additional information (“SAI”) for Shares of that class; provided that any material changes to such minimums and conditions shall be treated as an amendment to this Plan subject to Article VI below.

The Trust is an open-end series investment company registered under the 1940 Act. The Trust offers multiple classes of Shares in its Funds pursuant to the provisions of Rule 18f-3 and this Plan. Each Fund and the classes of Shares representing interests in the Fund it issues are set forth in Schedule I attached hereto.

This Plan, as amended and restated, shall be effective as of June 7, 2016.

II. Allocation of Expenses

A. Except as otherwise set forth in paragraph II.B. and II.D. hereof, all expenses of each Fund shall be allocated proportionately among the classes of Shares of such Fund pro rata based on the relative net assets of each class; provided, that each class of Shares shall pay all of the expenses associated with their different arrangements for shareholder services or distribution (as set forth more specifically in Article V below).

B. Pursuant to Rule 18f-3, the Trust may allocate to a particular class of Shares the following fees and expenses, if any, but only to the extent they relate to (as defined below) the particular class of Shares:

(i)

transfer agency fees and expenses identified by the transfer agent or the officers as being fees and expenses that relate to such class of Shares (see paragraph (vii) below);

(ii)

printing and postage expenses of preparing and distributing materials such as shareholder reports, prospectuses, reports and proxies to current shareholders of such class of Shares or to regulatory agencies that relate to such class of Shares;

(iii)

blue sky registration or qualification fees that relate to such class of Shares;

(iv)

Securities and Exchange Commission registration fees that relate to such class of Shares;

(v)

expenses 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 that relate to such class of Shares;

(vii)

fees of the Board of Trustees of the Trust incurred as a result of issues that relate to such class of Shares;

(viii)

independent accountants’ fees that relate to such class of Shares; and

(ix)

any other fees and expenses that relate to such class of Shares.

Notwithstanding the foregoing, the Trust may not allocate advisory or custodial fees or other expenses related to the management of a Fund’s assets to a particular class.

For all purposes under this Plan, fees and expenses that “relate 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.

C. The officers of the Trust shall have the authority to determine, to the extent permitted by applicable law or regulation and/or U.S. Securities and Exchange Commission guidance, whether any or all of the fees and expenses described in paragraph B above should be allocated to a particular class of Shares. The Treasurer, any Deputy or Assistant Treasurer, or another appropriate officer of the Trust shall periodically or as frequently as requested by the Board report to the Board of Trustees regarding any such allocations.

D. Transfer agency costs vary among classes, and are calculated separately for each of (i) Class Y shares (which pay no sub-transfer agency fees), (ii) Class R5 Shares (for which the combined maximum annual transfer agency fee and sub-transfer agency fee is 0.05%), (iii) Class I Shares (which pay no annual transfer agency fee and no sub-transfer agency fees) and (iv) all other classes of Shares as follows:

•

Class A, Class B, Class C, Class R, Class R4, Class R5, Class Y and Class Z Shares pay an annual fee set forth in the transfer agency agreement in effect from time to time.

•

Class A, Class B, Class C, Class R, Class R4, Class R5, Class Y and Class Z Shares pay an allocable share of reimbursable out-of-pocket expenses, with the allocation among the classes based on the number of open accounts.

•

Class A, Class B, Class C, Class R, Class R4, Class R5 and Class Z Shares pay sub-transfer agency fees as set forth in the transfer agent agreement in effect from time to time.

E. In certain cases, a Fund service provider may waive or reimburse all or a portion of the expenses of a specific class of Shares of the Fund. The applicable service provider shall report to the Board of Trustees regarding any such waivers or reimbursements, including why they are consistent with the fair and equitable treatment of shareholders of all classes.

III. Exchange Privileges

Each class of Shares of a Fund shall have such 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 class of Shares of such Fund. Each class of Shares of a Fund may generally be exchanged for the identical class of Shares of any other Fund or funds (“Columbia Funds”) in the fund family that is comprised of the open-end investment management companies advised by Columbia Management Investment Advisers, LLC or its affiliates and principally underwritten by Columbia Management Investment Distributors, Inc. (the “Distributor”), subject to exceptions described in the then-current prospectuses of the Fund and/or Columbia Fund. In addition, each class of Shares of a Fund may generally be exchanged for another class of Shares of any other Fund or Columbia Fund, subject to the shareholder’s satisfaction of the eligibility requirements of the other class of Shares.

In general, a shareholder may exchange shares of one class of shares of a Fund for another class of shares of the same Fund, subject to the shareholder’s satisfaction of the eligibility requirements of the other class of Shares. If a shareholder becomes eligible, in accordance with the eligibility requirements described in the then-current prospectuses of a Fund, to purchase Class Z Shares of the Fund, Shares of eligible classes may be exchanged for Class Z Shares of the same Fund, subject to the terms set forth in the prospectuses. A Columbia Fund that holds Class Z Shares of a Fund may exchange such Shares for Class I Shares of the same Fund, subject to exceptions described in the then-current prospectuses of the Columbia Fund and Fund. Effective March 29, 2013, Class Z Shares of a Fund may be exchanged, without the payment of a sales charge, at the holder’s option, for Class A Shares of the same Fund for accounts of selling agents that clear Fund Share transactions for their client or customer accounts through designated mutual fund trading platforms that have agreements with the Distributor and/or Columbia Management Investment Services Corp.

IV. Conversion Features

Class B Shares of a Fund automatically convert to Class A Shares of the same Fund eight years after purchase, except that Class B Shares purchased through the reinvestment of dividends and other distributions on Class B Shares convert to Class A Shares in the same percentage as the amount of Class B Shares otherwise being converted, or otherwise as described in the then-current prospectus for such Shares of such Fund.

V. Class Arrangements

CLASS A SHARES

A. Maximum Initial Sales Load: Initial sales charges may not exceed 5.75%, and may be reduced or waived as permitted by Rule 22d-1 under the Investment Company Act of 1940 (the “1940 Act”) and as described in each Fund’s then-current prospectus and SAI for Class A Shares.

B. Contingent Deferred Sales Charge: Class A Shares bought before September 3, 2010 without an initial sales charge in accounts aggregating $1 million to $50 million at the time of purchase that are redeemed within one year of the time of purchase are subject to a contingent deferred sales charge (“CDSC”) of 1.00% of either the purchase price or the NAV of the Shares at the time of redemption, whichever is less.

Class A Shares bought after September 3, 2010 without an initial sales charge in accounts aggregating $1 million to $50 million at the time of purchase that are redeemed within 18 months of the time of purchase are subject to a CDSC that is charged as follows:

•

1.00% of either the purchase price or the NAV of the Shares at the time of redemption, whichever is less, on Shares redeemed within 12 months of purchase; and

•

0.50% of either the purchase price or the NAV of the Shares at the time of redemption, whichever is less, on Shares redeemed more than 12, but less than 18, months after purchase.

Subsequent Class A Share purchases that bring the value of an account above $1 million (but less than $50 million) are subject to a CDSC of 1.00% (if redeemed within 12 months of purchase) or 0.50% (if redeemed more than 12 months but less than 18 months of purchase) of either the purchase price or the NAV of the Shares at the time of redemption, whichever is less. The period for purposes of calculating the Class A Shares CDSC begins on the first day of the month in which the purchase was made. For purposes of applying the CDSC, the Fund will first redeem any Shares that are not subject to a CDSC, followed by those held for the longest period of time. Class A Shares purchased with reinvested dividends and other distributions are not subject to an initial sales charge or CDSC. The CDSC does not apply to certain accounts, as described in each Fund’s then-current prospectus and SAI for Class A Shares. The CDSC may be reduced or waived by each Fund in certain circumstances as permitted by Rule 6c-10 under the 1940 Act, and as described in the Fund’s then-current prospectus and SAI for Class A Shares.

No CDSC shall be charged on the exchange of Class A Shares of a Fund for Class A Shares of another Columbia Fund. If the Class A Shares received in the exchange are subsequently redeemed, the amount of the CDSC, if any, will be determined by the schedule of the Columbia Fund in which the original investment was made, and the holding period for determining the CDSC will include the holding period of the Shares exchanged.

C. Maximum Distribution/Shareholder Servicing Fees: Class A Shares of each Fund pay a service fee pursuant to a plan adopted pursuant to Rule 12b-1 under the 1940 Act (“Rule 12b-1 Plan”) as described in each Fund’s then-current prospectus and SAI for Class A Shares in an amount up to 0.25% per annum of the average daily net assets attributable to Class A Shares.

D. Other Shareholder Services: Class A Shares of each Fund shall have such arrangements for shareholder services 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.

CLASS B SHARES

Each Fund no longer permits purchases of Class B Shares. Additional Class B Shares of each Fund will be issued only to existing Class B shareholders in connection with:

•

the reinvestment of dividends and/or capital gain distributions on Class B Shares of the same Fund; and

•

exchanges of Class B Shares of another Columbia Fund (not including another series of the Trust), as may be permitted by the Columbia Fund’s then-current prospectus for Class B Shares.

A. Maximum Initial Sales Load: None

B. Contingent Deferred Sales Charge: Class B Shares of a Fund that are redeemed within the period of time after purchase (not more than 6 years) specified in the Fund’s then-current prospectus and SAI for Class B Shares are subject to a CDSC of up to 5.00% of either the purchase price or the NAV of the Shares at the time of redemption, whichever is less; such percentage may be lower for certain Funds, and declines the longer the Shares are held, all as described in the Fund’s then-current prospectus and SAI for Class B Shares. For purposes of applying the CDSC, the Fund will first redeem any Shares that are not subject to a CDSC, followed by those held for the longest period of time. Class B Shares purchased with reinvested dividends and other distributions are not subject to a CDSC, nor are amounts representing appreciation in the value of, income earned on, or capital gains paid by Class B Shares. The CDSC on Shares of each Fund may be reduced or waived in certain circumstances, as permitted by Rule 6c-10 under the 1940 Act, and as described in the Fund’s then-current prospectus and SAI for Class B Shares.

The holding period for determining the CDSC and the conversion to Class A Shares for the Class B Shares received in the exchange will include the holding period of the Shares exchanged. If the Class B Shares received in the exchange are subsequently redeemed, the amount of the CDSC, if any, will be determined by the schedule of the Columbia Fund in which the original investment was made.

C. Maximum Distribution/Shareholder Servicing Fees: Class B Shares of each Fund pay distribution and shareholder servicing fees pursuant to a Rule 12b-1 Plan as described in the Fund’s then-current prospectus and SAI for Class B Shares of up to, respectively, 0.50% and 0.25% per annum of the average daily net assets attributable to Class B Shares.

D. Other Shareholder Services: Class B Shares of a Fund shall have such arrangements for shareholder services 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.

CLASS C SHARES

A. Maximum Initial Sales Load: None

B. Contingent Deferred Sales Charge: Class C Shares that are redeemed within one year of purchase may be subject to a CDSC of 1.00% of either the purchase price or the NAV of the Shares at the time of redemption, whichever is less. The period for purposes of calculating the Class C Shares CDSC begins on the first day of the month in which the purchase was made. For purposes of applying the CDSC, the Fund will first redeem any Shares that are not subject to a CDSC, followed by those held for the longest period of time. Class C Shares purchased with reinvested dividends or other distributions are not subject to a CDSC, nor are amounts representing appreciation in the value of, income earned on, or capital gains paid by Class C Shares. The CDSC on Shares of each Fund may be reduced or waived in certain circumstances as permitted by Rule 6c-10 under the 1940 Act, and as described in the Fund’s then-current prospectus and SAI for Class C Shares.

If the Class C Shares received in the exchange are subsequently redeemed, the amount of the CDSC, if any, will be determined by the schedule of the Columbia Fund in which the original investment was made, and the holding period for determining the CDSC will include the holding period of the Shares exchanged.

C. Maximum Distribution/Shareholder Servicing Fees: Class C Shares pay distribution and service fees pursuant to a Rule 12b-1 Plan as described in the each Fund’s then-current prospectus and SAI for Class C Shares of up to, respectively, 0.75% and 0.25% per annum of the average daily net assets attributable to Class C Shares.

D. Other Shareholder Services: Class C Shares of a Fund shall have such arrangements for shareholder services 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.

CLASS I SHARES