Form 485BPOS COLUMBIA FUNDS SERIES

July 28, 2021 9:49 AM EDT

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COLUMBIA FUNDS SERIES TRUST I

AMENDMENT NO. 8 TO THE

SECOND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST

WHEREAS, Section 5 of Article III of the Second Amended and Restated Agreement and Declaration of Trust (the “Declaration of Trust”) of Columbia Funds Series Trust I (the “Trust”), dated August 10, 2005, as amended from time to time, a copy of which is on file in the Office of the Secretary of The Commonwealth of Massachusetts, authorizes the Trustees of the Trust to amend the Declaration of Trust to establish, change or abolish and rescind the designation of any Series or class of Shares without authorization by vote of the Shareholders of the Trust;

WHEREAS, Section 8 of Article VIII of the Declaration of Trust authorizes the Trustees of the Trust to amend the Declaration of Trust at any time by an instrument in writing signed by a majority of the then Trustees, provided notice of such amendment (other than certain ministerial or clerical amendments) is transmitted promptly to Shareholders of record at the close of business on the effective date of such amendment; and

NOW, THEREFORE, The undersigned, being at least a majority of the Trustees of the Trust, do hereby certify that we have authorized the renaming of Columbia Small Cap Growth Fund I to Columbia Small Cap Growth Fund and the liquidations of Columbia Multi-Asset Income Fund and Columbia Pacific/Asia Fund and have authorized the amendment to said Declaration of Trust as set forth below, effective July 19, 2021:

1. Section 6 of Article III is hereby amended by replacing the text preceding paragraph (a) with the following:

Without limiting the authority of the Trustees set forth in Section 5, inter alia, to establish and designate any further Series or classes or to modify the rights and preferences of any Series or class, the following Series shall be, and are hereby, established and designated:

Columbia Adaptive Retirement 2020 Fund

Columbia Adaptive Retirement 2025 Fund

Columbia Adaptive Retirement 2030 Fund

Columbia Adaptive Retirement 2035 Fund

Columbia Adaptive Retirement 2040 Fund

Columbia Adaptive Retirement 2045 Fund

Columbia Adaptive Retirement 2050 Fund

Columbia Adaptive Retirement 2055 Fund

Columbia Adaptive Retirement 2060 Fund

Columbia Adaptive Risk Allocation Fund

Columbia Balanced Fund

Columbia Bond Fund

Columbia Connecticut Intermediate Municipal Bond Fund

Columbia Contrarian Core Fund

Columbia Corporate Income Fund

Columbia Dividend Income Fund

Columbia Emerging Markets Fund

Columbia Global Technology Growth Fund

Columbia Greater China Fund

Columbia High Yield Municipal Fund

Columbia Intermediate Municipal Bond Fund

Columbia International Dividend Income Fund

Columbia Large Cap Growth Fund

Columbia Massachusetts Intermediate Municipal Bond Fund

Columbia Mid Cap Growth Fund

Columbia Multi Strategy Alternatives Fund

Columbia New York Intermediate Municipal Bond Fund

Columbia Oregon Intermediate Municipal Bond Fund

Columbia Real Estate Equity Fund


Columbia Select Large Cap Growth Fund

Columbia Small Cap Growth Fund

Columbia Small Cap Value Fund I

Columbia Solutions Aggressive Portfolio

Columbia Solutions Conservative Portfolio

Columbia Strategic California Municipal Income Fund

Columbia Strategic Income Fund

Columbia Strategic New York Municipal Income Fund

Columbia Tax-Exempt Fund

Columbia Total Return Bond Fund

Columbia U.S. Social Bond Fund

Columbia U.S. Treasury Index Fund

Columbia Ultra Short Term Bond Fund

Multi-Manager Alternative Strategies Fund

Multi-Manager Directional Alternative Strategies Fund

Multi-Manager Growth Strategies Fund

Multi-Manager International Equity Strategies Fund

Multi-Manager Small Cap Equity Strategies Fund

Multi-Manager Total Return Bond Strategies Fund

Multisector Bond SMA Completion Portfolio

Overseas SMA Completion Portfolio

Shares of each Series established in this Section 6 shall have the following rights and preferences relative to Shares of each other Series, and Shares of each class of a Multi-Class Series shall have such rights and preferences relative to other classes of the same Series as are set forth in the Declaration of Trust, together with such other rights and preferences relative to such other classes as are set forth in the Trust’s Rule 18f-3 Plan, registration statement as from time to time amended, and any applicable resolutions of the Trustees establishing and designating such class of Shares.

2. Section 9 of Article VIII of the Declaration of Trust is hereby amended by replacing the text therein with the following:

Section 9. Addresses. The address of the Trust is 290 Congress Street, Boston, MA 02210. The address of each of the Trustees is 290 Congress Street, Boston, MA 02210.

The rest of the Declaration of Trust remains unchanged.

The foregoing amendment is effective as of July 19, 2021.

[The remainder of this page intentionally left blank.]

 

-2-


IN WITNESS WHEREOF, the undersigned has signed this Amendment No. 8 to the Declaration of Trust.

 

/s/ George S. Batejan

   

/s/ Nancy T. Lukitsh

George S. Batejan     Nancy T. Lukitsh
Date:  

7/19/2021

    Date:  

7/19/2021

/s/ Kathleen A. Blatz

   

/s/ David M. Moffett

Kathleen A. Blatz     David M. Moffett
Date:  

7/19/2021

    Date:  

7/19/2021

/s/ Pamela G. Carlton

   

/s/ Catherine James Paglia

Pamela G. Carlton     Catherine James Paglia
Date:  

7/19/2021

    Date:  

7/19/2021

/s/ Janet L. Carrig

   

/s/ Christopher O. Petersen

Janet L. Carrig     Christopher O. Petersen
Date:  

7/19/2021

    Date:  

7/19/2021

/s/ J. Kevin Connaughton

   

/s/ Anthony M. Santomero

J. Kevin Connaughton     Anthony M. Santomero
Date:  

7/19/2021

    Date:  

7/19/2021

/s/ Olive M. Darragh

   

/s/ Minor Mickel Shaw

Olive M. Darragh     Minor Mikel Shaw
Date:  

7/19/2021

    Date:  

7/19/2021

/s/ Patricia M. Flynn

   

/s/ Natalie A. Trunow

Patricia M. Flynn     Natalie A. Trunow
Date:  

7/19/2021

    Date:  

7/19/2021

 

-3-


/s/ Brian J. Gallagher

   

/s/ Sandra L. Yeager

Brian J. Gallagher     Sandra L. Yeager
Date:  

7/19/2021

    Date:  

7/19/2021

/s/ Douglas A. Hacker

     
Douglas A. Hacker      
Date:  

7/19/2021

     

 

Registered
Agent:
  

Corporation Service

Company

84 State Street

Boston, MA 02109

 

-4-

Schedules A and B – Management Agreement – CFST I and CFVIT

SCHEDULE A

As of June 15, 2021

 

Series

   Effective Date

Columbia Funds Series Trust I

  

Columbia Adaptive Risk Allocation Fund

  

October 1, 2015

Columbia Balanced Fund

  

January 1, 2016

Columbia Bond Fund

  

September 1, 2015

Columbia Connecticut Intermediate Municipal Bond Fund

  

March 1, 2016

Columbia Contrarian Core Fund

  

January 1, 2016

Columbia Corporate Income Fund

  

September 1, 2015

Columbia Dividend Income Fund

  

October 1, 2015

Columbia Emerging Markets Fund

  

January 1, 2016

Columbia Global Technology Growth Fund

  

January 1, 2016

Columbia Greater China Fund

  

January 1, 2016

Columbia High Yield Municipal Fund

  

October 1, 2015

Columbia Intermediate Municipal Bond Fund

  

March 1, 2016

Columbia International Dividend Income Fund

  

January 1, 2016

Columbia Large Cap Growth Fund

  

December 1, 2015

Columbia Massachusetts Intermediate Municipal Bond Fund

  

March 1, 2016

Columbia Mid Cap Growth Fund

  

January 1, 2016

Columbia Multi Strategy Alternatives Fund

  

October 1, 2015

Columbia New York Intermediate Municipal Bond Fund

  

March 1, 2016

Columbia Oregon Intermediate Municipal Bond Fund

  

December 1, 2015

Columbia Real Estate Equity Fund

  

May 1, 2016

Columbia Select Large Cap Growth Fund

  

August 1, 2015

Columbia Small Cap Growth Fund

  

January 1, 2016

Columbia Small Cap Value Fund I

  

September 1, 2015

Columbia Strategic California Municipal Income Fund

  

March 1, 2016

Columbia Strategic Income Fund

  

March 1, 2016

Columbia Strategic New York Municipal Income Fund

  

March 1, 2016

Columbia Tax-Exempt Fund

  

December 1, 2015

Columbia Total Return Bond Fund

  

September 1, 2015

Columbia U.S. Social Bond Fund

  

December 1, 2015

Columbia U.S. Treasury Index Fund

  

September 1, 2015

Columbia Ultra Short Term Bond Fund

  

December 1, 2015

Columbia Value and Restructuring Fund

  

July 1, 2015

Multi-Manager Alternative Strategies Fund

  

January 1, 2016

Multi-Manager Growth Strategies Fund

  

August 1, 2015

Multi-Manager Small Cap Equity Strategies Fund

  

January 1, 2016

Multi-Manager Total Return Bond Strategies Fund

  

January 1, 2016

Columbia Funds Variable Insurance Trust

   Effective Date

Columbia Variable Portfolio – Contrarian Core Fund

  

May 1, 2016

Columbia Variable Portfolio – Long Government/Credit Bond Fund

  

May 1, 2016

Columbia Variable Portfolio – Small Cap Value Fund

  

May 1, 2016

Columbia Variable Portfolio – Small Company Growth Fund

  

May 1, 2016

Columbia Variable Portfolio – Strategic Income Fund

  

May 1, 2016

Variable Portfolio – Managed Volatility Conservative Fund

  

May 1, 2016

Variable Portfolio – Managed Volatility Conservative Growth Fund

  

May 1, 2016

Variable Portfolio – Managed Volatility Growth Fund

  

May 1, 2016


Schedules A and B – Management Agreement – CFST I and CFVIT

 

SCHEDULE B

Fee Schedule

As of June 15, 2021

For the following funds, the asset charge for each calendar day of each year shall be equal to the total of 1/365th (1/366th in each leap year) of the amount computed in accordance with the fee schedule in the table below:

 

Fund    Schedule B Effective Date    Net Assets (millions)   

Annual rate at each asset
level

“Asset Charge”

Multi-Manager Alternative
Strategies Fund*

   January 1, 2016   

$0 - $500

>$500 - $1,000

>$1,000 - $3,000

>$3,000 - $6,000

>$6,000 - $12,000

> $12,000

  

1.100%

1.050%

1.020%

0.990%

0.960%

0.950%

Columbia Contrarian Core Fund

   July 1, 2021   

$0 - $500

>$500 - $1,000

>$1,000 - $1,500

>$1,500 - $3,000

>$3,000 - $6,000

>$6,000 - $12,000

>$12,000 - $15,600

>$15,600 - $20,300

>$20,300 - $26,400

>$26,400 - $34,300

>$34,300 - $44,600

>$44,600 - $58,000

>$58,000

  

0.7700%

0.7200%

0.6700%

0.6200%

0.6000%

0.5800%

0.5700%

0.5675%

0.5650%

0.5625%

0.5600%

0.5575%

0.5550%

                

Multi-Manager Total Return Bond Strategies Fund

   January 1, 2016   

$0 - $500

>$500 - $1,000

>$1,000 - $2,000

>$2,000 - $3,000

>$3,000 - $6,000

>$6,000 - $7,500

>$7,500 - $9,000

>$9,000 - $12,000

>$12,000 - $20,000

>$20,000 - $24,000

>$24,000 - $50,000

>$50,000

  

0.500%

0.495%

0.480%

0.460%

0.450%

0.430%

0.415%

0.410%

0.390%

0.380%

0.360%

0.340%

Columbia VP – Long
Government/Credit Bond Fund

   May 1, 2016
                

Multi-Manager Growth Strategies
Fund

Columbia Select Large Cap
Growth Fund

   August 1, 2015   

$0 - $500

>$500 - $1,000

>$1,000 - $1,500

>$1,500 - $3,000

>$3,000 - $6,000

>$6,000 - $12,000

  

0.770%

0.720%

0.670%

0.620%

0.600%

0.580%

Columbia Large Cap Growth Fund

   December 1, 2015

 

B-1


Schedules A and B – Management Agreement – CFST I and CFVIT

 

Fund    Schedule B Effective Date    Net Assets (millions)   

Annual rate at each asset
level

“Asset Charge”

Columbia International Dividend
Income Fund

   January 1, 2016    >$12,000   

0.570%

Columbia VP – Contrarian Core
Fund

   May 1, 2016
                

Columbia Ultra Short Term Bond Fund

   December 1, 2018    All   

0.21%

                

Columbia Multi Strategy
Alternatives Fund*

   October 1, 2016   

$0 - $500

>$500 - $1,000

>$1,000 - $3,000

>$3,000 - $12,000

>$12,000

  

0.960%

0.955%

0.950%

0.940%

0.930%

                

Columbia Adaptive Risk Allocation
Fund

   October 1, 2015   

Category 1

Assets invested in affiliated
mutual funds, exchange-traded
funds and closed-end funds that
pay a management fee (or
advisory fee, as applicable) to the
Investment Manager.

$0 - $500

>$500 - $1,000

>$1,000 - $3,000

>$3,000 - $12,000

>$12,000

  

0.060%

0.055%

0.050%

0.040%

0.030%

  

Category 2

Assets invested in exchange-
traded funds and mutual funds
that are not managed by the
Investment Manager or its
affiliates.

$0 - $500

>$500 - $1,000

>$1,000 - $3,000

>$3,000 - $12,000

>$12,000

  

0.160%

0.155%

0.150%

0.140%

0.130%

         

Category 3

Securities, instruments and
other assets not described
above, including without
limitation affiliated mutual
funds, exchange-traded funds
and closed-end funds that do
not pay a management fee to
the Investment Manager, third
party closed-end funds,
derivatives and individual
securities.

$0 - $500

>$500 - $1,000

  

0.760%

0.745%

 

B-2


Schedules A and B – Management Agreement – CFST I and CFVIT

 

Fund    Schedule B Effective Date    Net Assets (millions)   

Annual rate at each asset
level

“Asset Charge”

         

>$1,000 - $1,500

>$1,500 - $3,000

>$3,000 - $6,000

>$6,000 - $12,000

>$12,000

  

0.730%

0.720%

0.690%

0.665%

0.630%

                
Columbia Oregon Intermediate
Municipal Bond Fund
   December 1, 2015   

$0 - $250

>$250 - $500

>$500 - $1,000

>$1,000 - $3,000

>$3,000 - $6,000

>$6,000 - $7,500

>$7,500 - $12,000

>$12,000

  

0.470%

0.465%

0.415%

0.380%

0.340%

0.330%

0.320%

0.310%

Columbia Connecticut Intermediate
Municipal Bond Fund

Columbia Massachusetts Intermediate
Municipal Bond Fund

Columbia New York Intermediate
Municipal Bond Fund

Columbia Strategic California
Municipal Income Fund

Columbia Strategic New York
Municipal Income Fund

   March 1, 2016
                

Columbia Tax-Exempt Fund

   December 1, 2015   

$0 - $500

>$500 - $1,000

>$1,000 - $2,000

>$2,000 - $3,000

>$3,000 - $6,000

>$6,000 - $9,000

>$9,000 - $10,000

>$10,000 - $12,000

>$12,000 - $15,000

>$15,000 - $24,000

>$24,000 - $50,000

>$50,000

  

0.480%

0.475%

0.445%

0.420%

0.385%

0.360%

0.350%

0.340%

0.330%

0.320%

0.300%

0.290%

Columbia Intermediate Municipal
Bond Fund
   March 1, 2016
Columbia U.S. Social Bond Fund    December 1, 2016
                
Columbia Balanced Fund    January 1, 2016   

$0 - $500

>$500 - $1,000

>$1,000 - $1,500

>$1,500 - $3,000

>$3,000 - $6,000

>$6,000 - $12,000

>$12,000

  

0.720%

0.670%

0.620%

0.570%

0.550%

0.530%

0.520%

Columbia Dividend Income Fund

   July 1, 2021   

$0 - $500

>$500 - $1,000

>$1,000 - $1,500

>$1,500 - $3,000

>$3,000 - $6,000

>$6,000 - $12,000

>$12,000 - $15,600

>$15,600 - $20,300

>$20,300 - $26,400

>$26,400 - $34,300

>$34,300 - $44,600

$44,600 - $58,000

  

0.720%

0.670%

0.620%

0.570%

0.550%

0.530%

0.520%

0.5175%

0.5150%

0.5125%

0.5100%

0.5075%

 

B-3


Schedules A and B – Management Agreement – CFST I and CFVIT

 

Fund    Schedule B Effective Date    Net Assets (millions)   

Annual rate at each asset
level

“Asset Charge”

          >$58,000   

0.5050%

                

Columbia Bond Fund

   September 1, 2015   

$0 - $500

>$500 - $1,000

>$1,000 - $2,000

>$2,000 - $3,000

>$3,000 - $6,000

>$6,000 - $7,500

>$7,500 - $9,000

>$9,000 - $12,000

>$12,000 - $20,000

>$20,000 - $24,000

>$24,000 - $50,000

>$50,000

  

0.500%

0.495%

0.480%

0.460%

0.450%

0.430%

0.415%

0.410%

0.390%

0.380%

0.360%

0.340%

Columbia Corporate Income Fund

Columbia Total Return Bond Fund

                

Columbia Emerging Markets Fund

   July 1, 2017   

$0 - $500

>$500 - $1,000

>$1,000 - $1,500

>$1,500 - $3,000

>$3,000 - $6,000

>$6,000 - $12,000

>$12,000

  

1.100%

1.060%

0.870%

0.820%

0.770%

0.720%

0.700%

                

Columbia Global Technology
Growth Fund

   July 1, 2021   

$0 - $500

>$500 - $1,000

>$1,000 - $3,000

>$3,000 - $12,000

>$12,000

  

0.870%

0.820%

0.770%

0.760%

0.750%

                

Columbia Greater China Fund

   January 1, 2016   

$0 - $1,000

>$1,000 - $1,500

>$1,500 - $3,000

>$3,000 - $6,000

>$6,000

  

0.950%

0.870%

0.820%

0.770%

0.720%

                

Columbia High Yield Municipal
Fund

   October 1, 2015   

$0 - $500

>$500 - $1,000

>$1,000 - $2,000

>$2,000 - $3,000

>$3,000 - $6,000

>$6,000 - $7,500

>$7,500 - $10,000

>$10,000 - $12,000

>$12,000 - $15,000

>$15,000 - $24,000

>$24,000 - $50,000

>$50,000

  

0.540%

0.535%

0.505%

0.480%

0.445%

0.420%

0.410%

0.400%

0.390%

0.380%

0.360%

0.340%

                

 

B-4


Schedules A and B – Management Agreement – CFST I and CFVIT

 

Fund    Schedule B Effective Date    Net Assets (millions)   

Annual rate at each asset
level

“Asset Charge”

Columbia Mid Cap Growth Fund

   January 1, 2016   

$0 - $500

>$500 - $1,000

>$1,000 - $1,500

>$1,500 - $3,000

>$3,000 - $12,000

>$12,000

  

0.820%

0.770%

0.720%

0.670%

0.660%

0.650%

                

Columbia Real Estate Equity Fund

   May 1, 2016   

$0 - $500

>$500 - $1,000

>$1,000 - $1,500

>$1,500 - $3,000

>$3,000

  

0.750%

0.745%

0.720%

0.670%

0.660%

                

Columbia Small Cap Value Fund I

   July 8, 2020   

$0 - $500

>$500 - $1,000

>$1,000 - $3,000

>$3,000 - $12,000

>$12,000

  

0.850%

0.800%

0.750%

0.740%

0.730%

                

Columbia Small Cap Growth Fund

   January 1, 2016   

$0 - $500

>$500 - $1,000

>$1,000 - $3,000

>$3,000 - $12,000

>$12,000

  

0.870%

0.820%

0.770%

0.760%

0.750%

Columbia VP –Small Cap Value Fund

Columbia VP – Small Company
Growth Fund

   May 1, 2016

Multi-Manager Small Cap Equity
Strategies Fund

   July 1, 2017
                

Columbia Strategic Income Fund

   March 1, 2016   

$0 - $500

>$500 - $1,000

>$1,000 - $2,000

>$2,000 - $3,000

>$3,000 - $6,000

>$6,000 - $7,500

>$7,500 - $9,000

>$9,000 - $10,000

>$10,000 - $12,000

>$12,000 - $15,000

>$15,000 - $20,000

>$20,000 - $24,000

>$24,000 - $50,000

>$50,000

  

0.600%

0.590%

0.575%

0.555%

0.530%

0.505%

0.490%

0.481%

0.469%

0.459%

0.449%

0.433%

0.414%

0.393%

Columbia VP – Strategic Income
Fund

   May 1, 2016
                

Columbia U.S. Treasury Index
Fund(1)

   September 1, 2015    All   

0.400%

                

VP – Managed Volatility Conservative Fund

VP – Managed Volatility Conservative Growth Fund

VP – Managed Volatility Growth Fund

   May 1, 2016   

Category 1

Assets invested in affiliated
underlying funds (including
ETFs and closed-end funds)
that pay a management fee (or
advisory fee, as applicable) to
the Investment Manager

  

0.02%

   Category 2     

 

B-5


Schedules A and B – Management Agreement – CFST I and CFVIT

 

Fund    Schedule B Effective Date    Net Assets (millions)   

Annual rate at each asset
level

“Asset Charge”

         

Assets invested in securities
(other than affiliated underlying
funds (including ETFs and
closed end funds) that pay a

management fee (or advisory
fee, as applicable) to the
Investment Manager),
including other funds advised
by the Investment Manager that
do not pay a management fee,
third party funds, derivatives
and individual securities

 

$0 - $500

>$500 - $1,000

>$1,000 - $1,500

>$1,500 - $3,000

>$3,000 - $6,000

>$6,000 - $12,000

>$12,000

  

0.720%

0.670%

0.620%

0.570%

0.550%

0.530%

0.520%

 

*

When calculating asset levels for purposes of determining fee breakpoints, asset levels are based on net assets of the Fund, including assets invested in any wholly-owned subsidiary advised by the Investment Manager (“Subsidiaries”). Fees payable by the Fund under this agreement shall be reduced by any management fees paid to the Investment Manager by any Subsidiaries under separate management agreements with the Subsidiaries.

 

(1)

The Investment Manager has agreed to pay all operating expenses of the Fund with the exception of brokerage fees and commissions, taxes, interest, fees and expenses of Trustees who are not officers, directors or employees of the Investment Manager or its affiliates, distribution (12b-1) and/or shareholder servicing fees, and any extraordinary non-recurring expenses that may arise, including but not limited to, litigation expenses.

The computation shall be made for each calendar day on the basis of net assets as of the close of the preceding day. In the case of the suspension of the computation of net asset value, the fee for each calendar day during such suspension shall be computed as of the close of business on the last full day on which the net assets were computed. Net assets as of the close of a full day shall include all transactions in shares of the Fund recorded on the books of the Fund for that day.

 

B-6


Schedules A and B – Management Agreement – CFST I and CFVIT

 

IN WITNESS THEREOF, the parties hereto have executed the foregoing Schedule A and Schedule B as of June 15, 2021.

 

COLUMBIA FUNDS SERIES TRUST I
COLUMBIA FUNDS VARIABLE INSURANCE TRUST
By:  

 

 

/s/ Daniel J. Beckman

    Name: Daniel J. Beckman
    Title: President
COLUMBIA MANAGEMENT INVESTMENT ADVISERS, LLC
By:  

 

 

/s/ Michael G. Clarke

   

Name: Michael G. Clarke

   

Title: Co-Head of Global Operations

 

B-7

Distribution Agreement – CFST CFST I CFST II

DISTRIBUTION AGREEMENT

THIS AGREEMENT is made as of June 15, 2021, by and between each trust being hereinafter referred to as a “Trust” and collectively the “Trusts” and each series of a Trust, if any, as listed on Schedule I, if any, being hereinafter referred to as a “Fund” with respect to that Trust, but for any Trust that does not have any separate series, then any reference to the “Fund” is a reference to that Trust, as relevant), and Columbia Management Investment Distributors, Inc., a Delaware corporation (the “Distributor”). Absent written notification to the contrary by either the applicable Trust or the Distributor, each new investment portfolio of the Trust established in the future shall automatically become a “Fund” for all purposes hereunder and shares of each new class established in the future shall automatically become “Shares” for all purposes hereunder as if set forth on Schedule I as applicable and effective as of the date listed in Schedule I, as it may be separately amended from time to time. For the avoidance of doubt, the provisions of this Agreement shall apply separately with respect to each Trust and Fund, as relevant.

WHEREAS, each Trust is registered with the Securities and Exchange Commission (the “SEC”) as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”);

WHEREAS, each Trust desires to retain the Distributor as the exclusive distributor of the units of beneficial interest in all classes of shares (“Shares”) of the Trust and each Fund, if applicable, and the Distributor is willing to render such services;

WHEREAS, the Distributor is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (the “1934 Act”) and is a member of the Financial Industry Regulatory Authority, Inc. (the “FINRA”):

WHEREAS, Columbia Funds Series Trust and the Distributor had entered into an Amended and Restated Distribution Agreement dated as of March 1, 2016 (as amended, modified, supplemented and in effect from time to time, the “CFST Agreement”), pursuant to which the Distributor agreed to provide services pursuant to the terms and conditions set forth therein, which agreement is hereby replaced by this Agreement;

WHEREAS, Columbia Funds Series Trust I and the Distributor had entered into an Amended and Restated Distribution Agreement dated as of March 1, 2016 (as amended, modified, supplemented and in effect from time to time, the “CFST I Agreement”), pursuant to which the Distributor agreed to provide services pursuant to the terms and conditions set forth therein, which agreement is hereby replaced by this Agreement;

WHEREAS, Columbia Funds Series Trust II and the Distributor had entered into an Amended and Restated Distribution Agreement dated as of March 1, 2016 (as amended, modified, supplemented and in effect from time to time, the “CFST II Agreement” and collectively with the CFST Agreement and CFST I Agreement, the “Previous Agreements”), pursuant to which the Distributor agreed to provide services pursuant to the terms and conditions set forth therein, which agreement is hereby replaced by this Agreement; and


WHEREAS, each Trust and the Distributor desire to amend and restate the Previous Agreements to consolidate the Previous Agreements into a single agreement.

NOW THEREFORE, in consideration of the promises and mutual covenants herein contained, it is agreed between the parties hereto as follows:

1. SERVICES AS DISTRIBUTOR.

1.1. The Distributor will act as agent for the distribution of Shares in accordance with any instructions of each Trust’s Board of Trustees, as applicable (the Board of Trustees, as applicable, hereinafter referred to as the “Board”), and with the registration statement applicable to each Trust then in effect under the Securities Act of 1933, as amended (the “1933 Act”), and will transmit promptly any orders properly received by it for the purchase or redemption of Shares to each Trust or its transfer agent, or their designated agents. As used in this Agreement, the term “registration statement” shall mean any registration statement, specifically including, but not limited to, any then-current prospectus together with any related then-current statement of additional information, filed with the SEC with respect to Shares, and any amendments and supplements thereto which at any time shall have been filed.

1.2. The Distributor agrees to use reasonable efforts to solicit orders for the sale of Shares and will undertake such advertising and promotion, as it believes appropriate in connection with such solicitation. The Distributor agrees to offer and sell Shares at the applicable public offering price or net asset value next determined after an order is received, in accordance with the terms and conditions set forth in the then-current prospectus(es) applicable to the Fund. Each Trust understands that the Distributor is and may in the future be the distributor of shares of other investment company portfolios including portfolios having investment objectives similar to those of the Trust and the Funds, as applicable. Each Trust further understands that existing and future investors in the Trust and each Fund, if applicable, may invest in shares of such other portfolios. Each Trust agrees that the Distributor’s duties to such portfolios shall not be deemed in conflict with its duties to the Trust under this paragraph 1.2. The Distributor agrees that any outstanding shares of a Fund may be tendered for redemption at any time in accordance with the terms and conditions set forth in the then-current prospectus.

1.3. The Distributor shall, at its own expense, finance such activities as it deems reasonable and which are primarily intended to result in the sale of Shares, including, but not limited to, advertising, compensation of underwriters, dealers and sales personnel, the printing and mailing of prospectuses to other than current shareholders, and the printing and mailing of sales literature.

1.4. Each Trust shall be responsible for expenses relating to the execution of any and all documents and the furnishing of any and all information and otherwise taking, or causing to be taken, all actions that may be reasonably necessary in connection with the registration of Shares under the 1933 Act and the Trust under the 1940 Act and the qualification of Shares for sale under the so-called “blue sky” laws in such states as the Trust directs and in such states as the Distributor may recommend to the Trust which the Trust approves, and the Trust shall pay all fees and other expenses incurred in connection with such registration and qualification.


1.5. The Distributor shall be responsible for preparing, reviewing and providing advice on all sales literature (e.g., advertisements, brochures and shareholder communications) with respect to each Trust and each Fund, if applicable, and shall file with the FINRA or the appropriate regulators all such materials as are required to be filed under applicable laws and regulations in compliance with such laws and regulations.

1.6. In connection with all matters relating to this Agreement, each Trust and the Distributor agree to comply with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the 1933 Act, the 1934 Act, the 1940 Act, the regulations of the FINRA and all other applicable federal and state laws, rules and regulations. The Distributor agrees to provide each Trust with such certifications, reports and other information as the Trust may reasonably request from time to time to assist it in complying with, and monitoring for compliance with, such laws, rules and regulations.

1.7. Whenever in their judgment such action is warranted by unusual market, economic or political conditions, or by other circumstances of any kind, each Trust’s officers may decline to accept any orders for, or make any sales of, Shares until such time as those officers deem it advisable to accept such orders and to make such sales.

1.8. Each Trust shall furnish from time to time, for use in connection with the sale of Shares, such information with respect to the operations and performance of the Trust and each Fund, if applicable, and Shares as the Distributor may reasonably request and the Trust warrants that such information shall be true and correct. Without limiting the foregoing, each Trust shall also furnish the Distributor upon reasonable request by it : (a) audited annual and unaudited semi-annual statements of the Trust’s books and accounts with respect to the Trust and each Fund, if applicable, and (b) from time to time such additional information regarding the financial condition of the Trust and each Fund, if applicable.

1.9. Each Trust may from time-to-time adopt one or more distribution plans pursuant to Rule 12b-1 under the 1940 Act. As compensation for services rendered hereunder, the Distributor shall be entitled to receive from each Trust/Fund the payments set forth on Schedule II attached hereto, as the same may be amended from time-to-time by agreement of the parties hereto. In addition, the Distributor shall be entitled to retain any front-end sales charge imposed upon the sale of Shares (and have the right to reallow a portion thereof) as specified in each Trust’s registration statement and the Trust or its agent shall pay to the Distributor the proceeds from any contingent deferred sales charge imposed on the redemption of Shares as specified in the Trust’s registration statement, subject to its adherence to applicable disclosure and other requirements. The Distributor, from time to time, may assign to any third party all or any portion of amounts payable to the Distributor under this Agreement.

1.10. The Distributor shall prepare reports for the Board regarding its activities under this Agreement as from time to time shall be reasonably requested by the Board, including reports regarding the use of Rule 12b-1 payments received by the Distributor, if any.

1.11. The Distributor is authorized to enter into written agreements (“Selling Agent Agreements”) with banks, broker/dealers, insurance companies and other financial institutions


(collectively, “Intermediaries”), on terms and conditions consistent with this Agreement and all applicable laws, regulations and exemptive relief. The Selling Agent Agreements shall be on the general forms that are approved by the Board. The Distributor also may enter into other forms of agreements relating to selling agent activities and support as it deems appropriate, provided that the Distributor determines that each Trust’s responsibility or liability to any person under, or on account of any acts or statements of any such Intermediary under, any such agreement does not exceed its responsibility or liability under the general form(s) of Selling Agent Agreement approved by the Board, and provided further that the Distributor determines that the overall terms of any such agreement are not materially less advantageous to the Trust than the overall terms of the general form(s) of Selling Agent Agreement approved by the Board. In entering into and performing any agreements, the Distributor shall act as principal and not as agent for the applicable Trust or any Fund, if applicable. Upon the failure of any Intermediary to pay for any order for the purchase of Shares in accordance with the terms of the applicable Trust’s or any Fund’s, if applicable, prospectus, the Trust or any Fund, if applicable, shall have the right to cancel the sale of such Shares and thereupon the Distributor shall be responsible for any loss sustained as a result thereof.

2. REPRESENTATIONS; INDEMNIFICATION.

2.1. Each Trust represents to the Distributor that all registration statements with respect to Shares and shareholder reports with respect to the Trust or any Fund, if applicable, filed by the Trust with the SEC, have been prepared in conformity with the requirements of the 1933 Act, the 1934 Act and the 1940 Act, as applicable, and rules and regulations of the SEC thereunder. Each Trust/Fund further represents and warrants to the Distributor that any registration statement, when such registration statement becomes effective, and any shareholder report, when such report is filed, will contain all statements required to be stated therein in conformity with the 1933 Act, the 1934 Act and the 1940 Act, as applicable, and the rules and regulations of the SEC; that all statements of fact contained in any such registration statement or shareholder report will be true and correct in all material respects when such registration statement becomes effective, or when such shareholder report is filed; and that no registration statement, when such registration statement becomes effective, and no shareholder report, when such shareholder report is filed, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Shares; provided, however, that the foregoing representations and warranties shall not apply to any untrue statement of material fact or omission made in any registration statement or shareholder report in reliance upon and in conformity with any information furnished to the applicable Trust by the Distributor or any affiliate thereof and used in preparation thereof. Each Trust authorizes the Distributor and authorized Intermediaries to use any prospectus or statement of additional information in the form furnished from time-to-time in connection with the sale of Shares and represented by the Trust as being the then-current form of prospectus or then-current form of statement of additional information.

2.2. Each Trust agrees to indemnify, defend and hold the Distributor, its several officers and directors, and any person who controls the Distributor within the meaning of Section 15 of the 1933 Act free and harmless from and against any and all claims, demands, liabilities and expenses (including the cost of investigating or defending such claims, demands or liabilities and all


reasonable counsel fees incurred in connection therewith) which the Distributor, its officers and directors, or any such controlling person, may incur under the 1933 Act or under common law or otherwise, arising out of or based upon (a) any material breach by the Trust of any provision of this Agreement, or (b) any untrue statement, or alleged untrue statement, of a material fact contained in any registration statement or shareholder report or arising out of or based upon any omission, or alleged omission, to state a material fact required to be stated in any registration statement or shareholder report or necessary to make any statement in such documents not misleading; provided, however, that each such Trust’s agreement to indemnify the Distributor, its officers and directors, and any such controlling person shall not cover any claims, demands, liabilities or expenses arising out of any untrue statement or alleged untrue statement or omission or alleged omission made in any registration statement or shareholder report or in any financial or other statements in reliance upon and in conformity with any information furnished to the Trust by the Distributor or any affiliate thereof and used in the preparation thereof; and further provided that each such Trust’s agreement to indemnify the Distributor, its officers and directors, and any such controlling person shall not be deemed to cover any liability to the Trust or its shareholders to which the Distributor, is officers and directors, or any such controlling person would otherwise be subject by reason of willful misfeasance, bad faith or negligence in the performance of the duties of the Distributor, its officers or directors, or any controlling person thereof, or by reason of the reckless disregard of the obligations and duties under this Agreement by the Distributor, its officers or directors, or any controlling person thereof.

Each Trust’s agreement to indemnify, as set forth herein, the Distributor, its officers and directors, and any controlling person thereof, as set forth herein, is expressly conditioned upon the Trust’s being notified of any action brought against the Distributor, its officers or directors, or any controlling person thereof, such notification to be given in writing and to be transmitted by personal delivery, first class mail, overnight courier, facsimile or other electronic means to the Trust within a reasonable period of time after the summons or other first legal process shall have been served. The failure to so notify the applicable Trust of any such action shall not relieve the Trust from any liability hereunder, which the Trust may have to the person against whom, such action is brought, except to the extent the Trust has been actually prejudiced by such delay. Each Trust will be entitled to assume at its own expense the defense of any suit brought to enforce any such claim, demand or liability, but, in such case, such defense shall be conducted by counsel of good standing chosen by the Trust and approved by the Distributor, which approval shall not unreasonably be withheld. In the event the applicable Trust elects to assume the defense of any such suit and retain counsel of good standing approved by the Distributor, the defendant or defendants in such suit shall bear the fees and expenses of any additional counsel retained by any of them; but if the applicable Trust does not elect to assume the defense of any such suit, or if the Distributor reasonably does not approve of counsel chosen by the Trust, the Trust will reimburse the Distributor, its officers and directors, or the controlling person or persons named as defendant or defendants in such suit, for the fees and expenses of any counsel retained by the Distributor or them.

Each Trust’s indemnification agreement contained in this paragraph 2.2 and each such Trust’s representations and warranties in this Agreement shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Distributor, its officers or directors, or any controlling person thereof, and shall survive the delivery of any Shares. This


agreement of indemnity will inure exclusively to the Distributor’s benefit, to the benefit of its several officers and directors, and their respective estates, and to the benefit of the controlling persons and their successors. Each Trust agrees promptly to notify the Distributor of the commencement of any litigation or proceedings against the Trust or any of its officers, Trustees, or Directors in connection with the issue and sale of any Shares.

2.3. The Distributor agrees to indemnify, defend and hold each Trust, its respective several officers, Trustees and Directors, and any person who controls the Trust within the meaning of Section 15 of the 1933 Act free and harmless from and against any and all claims, demands, liabilities and expenses (including the costs of investigation or defending such claims, demands or liabilities and all reasonable counsel fees incurred in connection therewith) which each Trust, its respective officers, Trustees or Directors or any such controlling person, may incur under the 1933 Act or under common law or otherwise, but only to the extent that such liability or expense incurred by the Trust, its officers, Trustees or Directors, or such controlling person resulting from such claims or demands, shall arise out of or be based upon (a) any untrue, or alleged untrue, statement of a material fact contained in information furnished by the Distributor or any affiliate thereof to the Trust or its counsel and used in the Trust’s registration statement or shareholder reports, or any omission, or alleged omission, to state a material fact in connection with such information furnished by the Distributor or any affiliate thereof to the Trust or its counsel required to be stated in such information or necessary to make such information not misleading, (b) any untrue statement of a material fact contained in any sales literature prepared by the Distributor, or any omission to state a material fact required to be stated therein or necessary to make such sales literature not misleading (except to the extent arising out of information furnished by the Trust to the Distributor for use therein), (c) any willful misfeasance, bad faith or negligence in the performance of the Distributor’s obligations and duties under the Agreement or by reason of its reckless disregard thereof, or (d) any breach by the Distributor of any provision of this Agreement.

The Distributor’s agreement to indemnify each Trust, its respective officers, Trustees and Directors, and any controlling person thereof, as set forth herein, is expressly conditioned upon the Distributor’s being notified of any action brought against the Trust, its respective officers, Trustees or Directors, or any controlling person thereof, such notification to be given in writing and to be transmitted by personal delivery, first class mail, overnight courier, facsimile, e-mail or other electronic means to the Distributor by the person against whom such action is brought, within a reasonable period of time after the summons or other first legal process shall have been served. The failure to so notify the Distributor of any such action shall not relieve the Distributor or any affiliate thereof from any liability hereunder, which the Distributor or any affiliate thereof may have to each Trust, its respective officers, Trustees, or to controlling person thereof by reason of any such untrue or alleged untrue statement, or omission or alleged omission, or other conduct covered by this indemnity agreement, except to the extent the Distributor has been actually prejudiced by such delay. The Distributor shall have the right to control the defense of such action, with counsel of good standing of its own choosing, approved by the Board which approval shall not unreasonably be withheld, if such action is based solely upon such misstatement or omission, or alleged misstatement or omission, on the Distributor’s part or any affiliate thereof.


2.4. Each Trust agrees to advise the Distributor as soon as reasonably practicable of the issuance by the SEC of any stop order suspending the effectiveness of the registration statement then in effect or of the initiation of any proceeding for that purpose. Thereafter, no Shares shall be offered by either the Distributor or the applicable Trust and no orders for the purchase or sale of Shares hereunder shall be accepted by the Trust if and so long as the effectiveness of the registration statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act, or if and so long as a current prospectus, as required by Section 10(b) of the 1933 Act is not on file with the SEC; provided, however, that nothing contained in this paragraph 2.4 shall in any way restrict or have any application to or bearing upon the Trust’s obligation to repurchase Shares from any shareholder in accordance with the provisions of the Fund’s prospectus(es) or of the Declaration of Trust.

3. CONFIDENTIALITY.

Each Trust and Distributor may receive from each other information, or access to information, about the shareholders generally and specifically (collectively, “Shareholder Information”) including, but not limited to, nonpublic personal information such as a shareholder’s name, address, telephone number, account relationships, account balances and account histories. Each Trust and the Distributor agrees, on behalf of their respective agents and employees that all information, including Shareholder Information, obtained pursuant to this Agreement shall be considered confidential information. Except as permitted by law or required by order of a court or governmental authority, including by any self-regulatory organization, having jurisdiction over the parties, none of the parties shall disclose Shareholder Information to any other person or entity or use such confidential information other than to carry out the purposes of this Agreement, including, among other uses, its use under applicable provisions of the SEC’s Regulation S-P in the ordinary course of carrying out the purposes of this Agreement.

4. ANTI-MONEY LAUNDERING PROGRAM.

The Distributor represents and warrants that it (a) has adopted an anti-money laundering compliance program (“AML Program”) that satisfies the requirements of all applicable laws and regulations; and (b) will notify each Trust promptly if an inspection by the appropriate regulatory authorities of the AML Program identifies any material deficiency, and (c) will promptly remedy any material deficiency regarding the AML Program of which it learns.

5. RULE 22c-2.

Each Trust and the Distributor agree to comply with the requirements of Rule 22c-2 of the 1940 Act. Further, each Trust represents that the Board has made the findings contemplated by Rule 22c-2(a)(1).

6. LIMITATIONS OF LIABILITY.

The Distributor shall not be liable for any error of judgment or mistake of law or for any loss suffered by any Trust or any Fund, if applicable, in connection with matters to which this Agreement relates, except as provided in paragraph 2.3 hereof, and except a loss resulting from the willful misfeasance, bad faith or negligence on its part in the performance of its duties or from reckless disregard of its obligations and duties under this Agreement.


7. TERM.

7.1. This Agreement shall become effective on the date of its execution and, unless sooner terminated as provided herein, shall continue in effect for a period of two (2) years from the date written above. This Agreement shall thereafter continue from year to year, provided such continuance is specifically approved at least annually by (i) the Board or (ii) a vote of a majority (as defined in the 1940 Act) of the outstanding voting securities of each Trust or any Fund, if applicable, provided that in either event the continuance is also approved by the majority of the members of the Board who are not parties to this Agreement or interested persons (as defined in the 1940 Act) of any such party, by vote cast in person at a meeting called for the purpose of voting on such approval.

7.2. This Agreement is terminable with respect to each Trust or any Fund without penalty, on not less than sixty (60) days’ written notice, by the Board, by vote of a majority (as defined in the 1940 Act) of the outstanding voting securities of such Trust or any Fund, if applicable, or by the Distributor. This Agreement will also terminate automatically in the event of its assignment (as defined in the 1940 Act). Upon termination, the obligations of the parties under this Agreement shall cease except for unfulfilled obligations and liabilities arising prior to termination and the provisions of Sections 2, 3, 5, 7.2, 8, 9 and 10.

8. LIMITED RECOURSE

A reference to each Trust and the Trustees or Directors, as applicable, of each Trust refer respectively to the applicable Trust created by the Declaration of Trust or articles of incorporation and the Trustees or Directors as Trustees or Directors but not individually or personally. All parties hereto acknowledge and agree that any and all liabilities of each Trust arising, directly or indirectly, under this Agreement will be satisfied solely out of the assets of the Trust and that no Trustee, officer, director or shareholder shall be personally liable for any such liabilities. All persons dealing with any Trust or any Fund, if applicable, must look solely to the property belonging to such Trust or any Fund, if applicable, for the enforcement of any claims against the Trust.

9. NO THIRD-PARTY BENEFICIARIES.

For the avoidance of doubt, and without in any way indicating or implying that there are any third-party beneficiaries to the Agreement or any other agreement to which Trust or any series thereof is a party, no person other than each Trust and the Distributor shall be deemed to be a party to this Agreement or shall be entitled to any right or benefit arising under or in respect of this Agreement; there are no third-party beneficiaries of this Agreement. Without limiting the generality of the foregoing, nothing in this Agreement is intended to, or shall be read to, (i) create in any person other than each Trust and the Distributor (including without limitation any shareholder of any Fund) any direct, indirect, derivative, or other rights against a Trust or the Distributor, or (ii) create or give rise to any duty or obligation on the part of the Distributor or a Trust (including without limitation any fiduciary or other duty) to any person.


10. MISCELLANEOUS.

10.1. No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which an enforcement of the change, waiver, discharge or termination is sought.

10.2. This Agreement shall be construed in accordance with and governed by the laws of the Commonwealth of Massachusetts as in effect as of the date hereof and the applicable provisions of the 1940 Act. To the extent that the applicable law of the Commonwealth of Massachusetts, or any of the provisions herein, conflict with the applicable provisions of the 1940 Act, the latter shall control. Each Trust and the Distributor hereby consent to the jurisdiction of a state of federal court situated in the Commonwealth of Massachusetts in connection with any dispute arising hereunder. Any action or dispute between any Trust and the Distributor arising out of this Agreement shall be brought exclusively in the state or federal courts in the Commonwealth of Massachusetts. Each Trust and the Distributor hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which any such party may now or hereafter have to the laying of venue of any such proceeding brought in such a court and any claim that such proceeding brought in such a court has been brought in an inconvenient forum.

11. 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.

12. COUNTERPARTS.

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement.

A copy of the Agreement and Declaration of Trust of the Trusts that are organized as Massachusetts business trusts are on file with the Secretary of the Commonwealth of Massachusetts, and the Distributor acknowledges that this Agreement is executed on behalf of each Fund by an officer thereof in his or her capacity as an officer thereof and not individually, and that the obligations of or arising out of this Agreement are not binding upon any of the trustees, officers, employees, agents or shareholders of the Trusts individually, but are binding solely upon the assets and property of the Trusts. The Distributor further acknowledges that the assets and liabilities of each Fund that is a series of a Trust are separate and distinct and that the obligations of or arising out of this Agreement with respect to each Fund that is a series of a Trust are binding solely upon the assets or property of such Fund. The Distributor also agrees that obligations of or arising out of this Agreement with respect to each Fund that is a series of a Trust shall be several and not joint, in accordance with its proportionate interest hereunder, and agrees not to proceed (by way of claim, set-off or otherwise) against any Fund for the obligations of another Fund.

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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their officers designated below as of the day and year first above written.

 

EACH TRUST DESIGNATED IN SCHEDULE I,

on behalf of its respective Funds, if any

By:   /s/ Daniel J. Beckman
Name:   Daniel J. Beckman
Title:   President

 

COLUMBIA MANAGEMENT INVESTMENT DISTRIBUTORS, INC.
By:   /s/ Scott E. Couto
Name:   Scott E. Couto
Title:   President

Distribution Agreement - Schedules – CFST CFST I CFST II

Schedule I

As of June 15, 2021

Columbia Funds Series Trust

Columbia California Intermediate Municipal Bond Fund

Columbia Capital Allocation Moderate Aggressive Portfolio

Columbia Capital Allocation Moderate Conservative Portfolio

Columbia Convertible Securities Fund

Columbia Large Cap Enhanced Core Fund

Columbia Large Cap Growth Opportunity Fund

Columbia Large Cap Index Fund

Columbia Mid Cap Index Fund

Columbia North Carolina Intermediate Municipal Bond Fund

Columbia Overseas Value Fund

Columbia Select Large Cap Equity Fund

Columbia Select Mid Cap Value Fund

Columbia Short Term Bond Fund

Columbia Short Term Municipal Bond Fund

Columbia Small Cap Index Fund

Columbia Small Cap Value Fund II

Columbia South Carolina Intermediate Municipal Bond Fund

Columbia Virginia Intermediate Municipal Bond Fund

Columbia Funds Series Trust I

Columbia Adaptive Risk Allocation Fund

Columbia Adaptive Retirement 2020 Fund

Columbia Adaptive Retirement 2025 Fun

Columbia Adaptive Retirement 2030 Fund3

Columbia Adaptive Retirement 2035 Fund

Columbia Adaptive Retirement 2040 Fund

Columbia Adaptive Retirement 2045 Fund

Columbia Adaptive Retirement 2050 Fund

Columbia Adaptive Retirement 2055 Fund

Columbia Adaptive Retirement 2060 Fund

Columbia Balanced Fund

Columbia Bond Fund

Columbia Connecticut Intermediate Municipal Bond Fund

Columbia Contrarian Core Fund

Columbia Corporate Income Fund

Columbia Dividend Income Fund

Columbia Emerging Markets Fund1

Columbia Global Technology Growth Fund

Columbia Greater China Fund

Columbia High Yield Municipal Fund

Columbia Intermediate Municipal Bond Fund

Columbia International Dividend Income Fund

Columbia Large Cap Growth Fund

Columbia Massachusetts Intermediate Municipal Bond Fund

Columbia Mid Cap Growth Fund

Columbia Multi Strategy Alternatives Fund

Columbia New York Intermediate Municipal Bond Fund

Columbia Oregon Intermediate Municipal Bond Fund

Columbia Real Estate Equity Fund


Distribution Agreement - Schedules – CFST CFST I CFST II

Columbia Select Large Cap Growth Fund

Columbia Small Cap Growth Fund

Columbia Small Cap Value Fund I

Columbia Solutions Aggressive Portfolio

Columbia Solutions Conservative Portfolio

Columbia Strategic California Municipal Income Fund

Columbia Strategic Income Fund

Columbia Strategic New York Municipal Income Fund

Columbia Tax-Exempt Fund

Columbia Total Return Bond Fund

Columbia U.S. Social Bond Fund

Columbia U.S. Treasury Index Fund

Columbia Ultra Short Term Bond Fund

Multi-Manager Alternative Strategies Fund

Multi-Manager Directional Alternatives Strategies Fund

Multi-Manager Growth Strategies Fund

Multi-Manager International Equity Strategies Fund

Multi-Manager Small Cap Equity Strategies Fund

Multi-Manager Total Return Bond Strategies Fund

Multisector Bond SMA Completion Portfolio

Overseas SMA Completion Portfolio

Columbia Funds Series Trust II

Columbia Capital Allocation Aggressive Portfolio

Columbia Capital Allocation Conservative Portfolio

Columbia Capital Allocation Moderate Portfolio

Columbia Commodity Strategy Fund

Columbia Disciplined Core Fund

Columbia Disciplined Growth Fund

Columbia Disciplined Value Fund

Columbia Dividend Opportunity Fund

Columbia Emerging Markets Bond Fund

Columbia Flexible Capital Income Fund

Columbia Floating Rate Fund

Columbia Global Opportunities Fund

Columbia Global Value Fund

Columbia High Yield Bond Fund

Columbia Income Builder Fund

Columbia Income Opportunities Fund

Columbia Large Cap Value Fund

Columbia Limited Duration Credit Fund

Columbia Minnesota Tax-Exempt Fund

Columbia Money Market Fund

Columbia Mortgage Opportunities Fund

Columbia Overseas Core Fund

Columbia Quality Income Fund

Columbia Select Global Equity Fund

Columbia Select Large Cap Value Fund

Columbia Select Small Cap Value Fund

Columbia Seligman Global Technology Fund

Columbia Seligman Technology and Information Fund

Columbia Short-Term Cash Fund

Columbia Strategic Municipal Income Fund

Multi-Manager Value Strategies Fund


Distribution Agreement - Schedules – CFST CFST I CFST II

IN WITNESS THEREOF, the parties hereto have executed the foregoing Schedule I as of June 15, 2021.

 

COLUMBIA FUNDS SERIES TRUST

COLUMBIA FUNDS SERIES TRUST I

COLUMBIA FUNDS SERIES TRUST II

on behalf of its respective Funds

By:   /s/ Daniel J. Beckman
  Name: Daniel J. Beckman
  Title:   President

 

COLUMBIA MANAGEMENT INVESTMENT DISTRIBUTORS, INC.
By:   /s/ Scott E. Couto
  Name: Scott E. Couto
  Title:   President


Distribution Agreement - Schedules – CFST CFST I CFST II

SCHEDULE II

COMPENSATION

COMPENSATION TO DISTRIBUTOR. In connection with the distribution of Shares, Distributor will be entitled to receive (i) payments pursuant to any Distribution Plan and related agreement from time to time in effect between any Fund and Distributor or any particular class of shares of a Fund (“12b-1 Plan”), (ii) any CDSC applicable to the redemption of a Fund’s Shares, determined in the manner set forth in the then current prospectus and Statement of Additional Information of that Fund, and (iii) any applicable front-end sales charges applicable to the sale of Shares, less any applicable dealer discount.

Approved as of: September 7, 2010

TA Agreement – Combined

TRANSFER AND DIVIDEND DISBURSING AGENT AGREEMENT

This agreement (the “Agreement”) is made as of June 15, 2021, by and between the trust or the corporation acting on behalf of their series all as listed on Schedule A hereto (as the same may from time to time be amended to add or delete one or more series of such trusts or corporations) (each such trust and corporation being hereinafter referred to as a “Trust” and each series of a Trust, if any, being hereinafter referred to as a “Fund” with respect to that Trust, but for any Trust that does not have any separate series, then any reference to the “Fund” is a reference to that Trust), and Columbia Management Investment Services Corp., a Minnesota corporation (“CMISC”) Absent written notification to the contrary by either the Trust or CMISC, each new investment portfolio of each Trust established in the future shall automatically become a “Fund” for all purposes hereunder as if set forth on Schedule A as applicable and effective as of the date listed in Schedule A, as it may be separately amended from time to time. For the avoidance of doubt, the provisions of this Agreement shall apply separately with respect to each Trust and Fund, as relevant.

WHEREAS, each Trust is a registered investment company and desires that CMISC perform certain services for the Funds;

WHEREAS, CMISC is willing to perform such services upon the terms and subject to the conditions set forth herein;

WHEREAS, Columbia Funds Series Trust and CMISC have entered into Transfer and Dividend Disbursing Agent Agreement dated as of March 1, 2016 (as amended, modified, supplemented and in effect from time to time, the “CFST Agreement”), pursuant to which the CMISC agreed to provide services pursuant to the terms and conditions set forth therein;

WHEREAS, Columbia Funds Series Trust I and CMISC have entered into Transfer and Dividend Disbursing Agent Agreement dated as of March 1, 2016 (as amended, modified, supplemented and in effect from time to time, the “CFST I Agreement”), pursuant to which the CMISC agreed to provide services pursuant to the terms and conditions set forth therein;

WHEREAS, Columbia Funds Series Trust II and CMISC have entered into Transfer and Dividend Disbursing Agent Agreement dated as of March 1, 2016 (as amended, modified, supplemented and in effect from time to time, the “CFST II Agreement” and collectively with the CFST Agreement and CFST I Agreement, the “Previous Agreements”), pursuant to which the CMISC agreed to provide services pursuant to the terms and conditions set forth therein; and

WHEREAS, each Trust and CMISC desire to amend and restate the Previous Agreements to consolidate the Previous Agreements into a single agreement.

NOW THEREFORE, in consideration of the mutual promises and covenants set forth herein, the parties hereto agree as follows:

1. Appointment. Each Trust hereby appoints CMISC to act as Transfer Agent and Dividend Disbursing Agent for the Funds, and CMISC accepts such appointments and will perform the respective duties and functions of such appointments, and also agrees to act as agent for the Funds’ shareholders in connection with the shareholder plans and services described in paragraphs 12 and 13, below, in the manner hereinafter set forth.


2. Compensation. Each Trust shall pay to CMISC, or to such person(s) as CMISC may from time to time instruct, for services rendered and costs incurred in connection with the performance of duties hereunder, such compensation and reimbursement as may from time to time be approved by the Board of Trustees/Directors (the “Board”) of the Trust.

Schedule B hereto sets forth the compensation and reimbursement arrangements to be effective as of the date of this Agreement, and the treatment of all interest earned with respect to balances in the accounts maintained by CMISC referred to in paragraphs 5, 9 and 10 of this Agreement, net of any charges imposed by the bank(s) at which CMISC maintains such accounts.

3. Copies of Documents. Each Trust will furnish CMISC with copies of the following documents: the Declaration of Trust of the Trust and all amendments thereto; and the Trust’s registration statement (the “Registration Statement”) as in effect on the date hereof under the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, and all amendments or supplements thereto hereafter filed. The prospectus(es) and statement(s) of additional information contained in each such Registration Statement, as from time to time amended and supplemented, together are herein collectively referred to as the “Prospectus.”

4. Lost or Destroyed Certificates. In case of the alleged loss or destruction of any shareholder certificate, no new certificate shall be issued in lieu thereof. CMISC shall cancel such lost or destroyed certificate, and, provided that the purported holder of such lost or destroyed certificate furnishes to CMISC an affidavit of loss of the shares represented by such lost or destroyed certificate in a form satisfactory to CMISC, supported by an appropriate bond satisfactory to CMISC and the applicable Trust and issued by a surety company satisfactory to CMISC, CMISC shall reflect the ownership by such holder of the shares represented by such lost or destroyed certificate in its book entry system.

5. Receipt of Funds for Investment. CMISC will maintain one or more accounts with its cash management bank into which it will deposit funds payable to CMISC as agent for, or otherwise identified as being for the account of, each Fund or its principal underwriter (the “Distributor”), prior to crediting such funds to the respective accounts of the Fund and the Distributor. Thereafter, CMISC will determine the amount of any such funds due a Fund (equal to the number of Fund shares sold by the Fund computed pursuant to paragraph 6 hereof, multiplied by the net asset value of a Fund share (calculated as described in the Prospectus) next determined after receipt of such purchase order) and due the Distributor (equal to the sales charge applicable to such sale computed pursuant to paragraph 8 hereof), respectively, deposit the portion due the Distributor in an account as may from time to time be designated by the Distributor, deposit the net amount due the Fund in the Fund’s account with its custodian (the “Custodian”), notify the Distributor (such notification to the Distributor to include the amount of such sales charge to be remitted by the Distributor to any dealer participating in the sale, computed pursuant to paragraph 8 hereof) and the Fund, respectively, of such deposits, such notification to be given as soon as practicable on the next business day stating the total amount deposited to said accounts during the previous business day. Such notification shall be in writing.


6. Shareholder Accounts. Upon receipt of any funds referred to in paragraph 5 hereof, CMISC will compute the number of shares purchased by the shareholder according to the net asset value of Fund shares next determined after such receipt less any applicable sales charge, calculated pursuant to paragraph 8 hereof; and

(a) in the case of a new shareholder, open and maintain an open account for such shareholder in the name or names set forth in the subscription application form;

(b) send to the shareholder a confirmation indicating the amount of full and fractional shares purchased (in the case of fractional shares, rounded to three decimal places) and the price per share; and

(c) in the case of a request to establish an accumulation plan, withdrawal plan, group plan or other plan or program being offered by the Fund’s Prospectus, open and maintain such plan or program for the shareholder in accordance with the terms thereof;

all subject to any reasonable instructions which the Distributor or a Trust may give to CMISC with respect to rejection of orders for shares and in accordance with the Prospectus.

7. Unpaid Checks. In the event that any check or other order for payment of money on the account of any shareholder or new investor is returned for any reason, CMISC will take such steps, including imposition of a reasonable processing or handling fee on such shareholder or investor, as CMISC may, in CMISC’s discretion, deem appropriate, or as a Trust or the Distributor may instruct CMISC.

8. Sales Charge. In computing the number of shares to credit to the account of a shareholder pursuant to paragraph 6 hereof, CMISC will calculate applicable sales charges, commissions or other amounts, if any, with respect to each purchase as set forth in the Prospectus and in accordance with any notification filed with respect to combined and accumulated purchases. CMISC will also determine the portion of each sales charge, commission or other amount, if any, payable by the Distributor to the dealer participating in the sale in accordance with such schedules as are from time to time delivered by the Distributor to CMISC.

9. Dividends and Distributions. Each Trust will promptly notify CMISC of the declaration of any dividend or distribution with respect to shares of Funds of such Trust, the amount of such dividend or distribution, the date each such dividend or distribution shall be paid, and the record date for determination of shareholders entitled to receive such dividend or distribution. As Dividend Disbursing Agent, CMISC will, on or before the payment date of any such dividend or distribution, notify the Custodian of the estimated amount of cash required to pay such dividend or distribution, and each Trust agrees that on or before the mailing date of such dividend or distribution it will instruct the Custodian to make available to CMISC sufficient funds therefor in a dividend and distribution account maintained by CMISC with the Custodian. As Dividend Disbursing Agent, CMISC will prepare and distribute to shareholders any funds to which they are entitled by reason of any dividend or distribution and, in the case of shareholders


entitled to receive additional shares by reason of any such dividend or distribution, CMISC will make or cause to be recorded appropriate credits to their accounts and prepare and mail to shareholders a confirmation statement. CMISC will replace lost or stolen checks issued to a shareholder upon receipt of proper notification and will maintain any stop payment order against the lost or stolen checks, subject to the imposition of a reasonable processing or handling fee on such shareholder, as CMISC may, in CMISC’s discretion, deem appropriate, or as each Trust or the Distributor may instruct CMISC.

10. Repurchase and Redemptions. CMISC will receive and stamp with the date of receipt all requests delivered to CMISC for repurchase or redemption of shares and CMISC will process such repurchases as agent for the Distributor and such redemptions as agent for each Trust as follows, all in accordance with the terms and procedures set forth in the Fund’s Prospectus:

(a) If such request complies with standards for repurchase or redemption approved from time to time by the applicable Trust, CMISC will, on or prior to the seventh calendar day succeeding the receipt of any such request for repurchase or redemption in good order, deposit any contingent deferred sales charge (“CDSC”) due the Distributor in its account with such bank as may from time to time be designated by the Distributor and pay to the shareholder from funds deposited by the Trust from time to time in a repurchase and redemption account maintained by CMISC with its cash management bank, the appropriate repurchase or redemption price, as the case may be, as set forth in the Prospectus;

(b) If such request does not comply with said standards for repurchase or redemption as approved by the applicable Trust, CMISC will promptly notify the shareholder of such fact, together with the reason therefor, and shall effect such repurchase or redemption at the price in effect at the time of receipt of documents complying with said standards, or, in the case of a repurchase, at such other time as the Distributor, as agent for the Trust, shall so direct; and

(c) CMISC shall notify each Trust and the Distributor as soon as practicable on each business day of the total number of Fund shares covered by requests for repurchase or redemption that were received by CMISC in proper form on the previous business day, and shall notify the Distributor of deposits to its account with respect to any CDSC, each such notification to be confirmed in writing.

11. Exchanges and Transfers. Upon receipt by CMISC of a request to exchange Fund shares held in a shareholder’s account for shares of another Fund, CMISC will verify that the exchange request is made by authorized means and that the requested exchange is in accordance with the applicable Trust’s applicable policies and will process a redemption and corresponding purchase of shares in accordance with each Trust’s redemption and purchase policies and in accordance with the redemption and purchase provisions of this Agreement. Upon receipt by CMISC of a request to transfer Fund shares accompanied by such endorsements, instruments of assignment or evidence of succession as CMISC may require and further accompanied by payment of any applicable transfer taxes, and satisfaction of any conditions contained in the applicable Trust’s Declaration of Trust, By-Laws, and Prospectus, CMISC will record the transfer of ownership of such shares in the appropriate records and will process the transfer in accordance with the Trust’s transfer policies and will open an account for the transferee, if a new shareholder, in accordance with the provisions of this Agreement.


12. Systematic Withdrawal Plans. CMISC will administer systematic withdrawal plans pursuant to the provisions of withdrawal orders duly executed by shareholders and the relevant Fund’s Prospectus. Payments upon such withdrawal orders shall be made by CMISC from the appropriate account maintained by the applicable Trust with the Custodian. Prior to each payment date, CMISC will withdraw from a shareholder’s account and present for repurchase or redemption as many shares as shall be sufficient to make such withdrawal payment pursuant to the provisions of the shareholder’s withdrawal plan and the relevant Fund’s Prospectus.

13. Letters of Intent and Other Plans. CMISC will process such letters of intent for investing in Fund shares as are provided for in the Prospectus, and CMISC will act as escrow agent pursuant to the terms of such letters of intent duly executed by shareholders. CMISC will make appropriate deposits to the account of the Distributor for the adjustment of sales charges as therein provided and will concurrently report the same to the Distributor, it being understood, however, that computations of any adjustment of sales charges shall be the responsibility of the Distributor or the applicable Trust. CMISC will process such accumulation plans, group programs and other plans or programs for investing in shares as are provided for in the Prospectus. In connection with any such plan or program, and with systematic withdrawal plans described in paragraph 12 hereof, CMISC will act as plan agent for shareholders and in so acting shall not be the agent of the applicable Trust.

14. Tax Forms and Reports. CMISC will prepare, file with the Internal Revenue Service and with any other foreign, federal, state or local governmental agency which may require such filing, and, if required, mail to shareholders such forms and reports for reporting dividends and distributions paid by the Funds as are required to be so prepared, filed and mailed by applicable laws, rules and regulations, and CMISC will withhold from distributions to shareholders such sums as are required to be withheld under applicable foreign, federal and state income tax laws, rules and regulations.

15. Record Keeping. CMISC will maintain records, which at all times will be the property of each respective Trust and available for inspection by each Trust and Distributor, showing for each shareholder’s account the following:

(a) Name, address and United States taxpayer identification or Social Security number, if provided (or amounts withheld with respect to dividends and distributions on shares if a taxpayer identification or Social Security number if not provided);

(b) Number of shares held and number of shares for which certificates have been issued;

(c) Historical information regarding the account of each shareholder, including dividends and distributions paid, if any, and the date and price for all transactions on a shareholder’s account;

(d) Any stop or restraining order placed against a shareholder’s account;


(e) Information with respect to withholdings of taxes on dividends paid to foreign accounts; and

(f) Any instruction as to letters of intent, record address, and any correspondence or instructions or privileges (such as a telephone exchange privilege), relating to the maintenance of a shareholder’s account.

In addition, CMISC will keep and maintain on behalf of each respective Trust all records which the Trust or CMISC is required to keep and maintain pursuant to any applicable statute, rule or regulation, including without limitation, Rules 17Ad-6 and 17Ad-7 under the Securities Exchange Act of 1934, and Rule 31(a)-1 under the Investment Company Act of 1940, relating to the maintenance of records in connection with the services to be provided hereunder.

16. Other Information Furnished. CMISC will furnish to each Trust and the Distributor or to third parties at their direction, such as such Trust’s Blue Sky service provider, such other information, including shareholder lists and statistical information as may be agreed upon from time to time between CMISC and such Trust. CMISC shall notify a Trust of any request or demand to inspect the share records books of such Trust and will act upon the instructions of such Trust as to permitting or refusing such inspection. CMISC will also provide reports pertaining to the services provided under this Agreement as any Trust or its Board may reasonably request.

Shareholder Inquiries. CMISC will respond promptly to written correspondence from shareholders, registered representatives of broker-dealers engaged in selling Fund shares, each Trust and the Distributor relating to its duties hereunder, and such other correspondence or communications as may from time to time be mutually agreed upon between CMISC and each Trust. CMISC also will respond promptly to telephone inquiries from shareholders with respect to existing accounts.

16. Communications to Shareholders and Meetings. CMISC will determine all shareholders entitled to receive, and will address and mail, all communications by a Trust to its shareholders, including annual and semi-annual reports to shareholders, proxy material for meetings of shareholders, dividend notifications, and other periodic communications to shareholders. CMISC will receive, examine and tabulate returned and completed proxy cards for meetings of shareholders and certify the vote to the applicable Trust.

17. Other Services. If and as requested by any Trust (and as mutually agreed upon by the parties as to any reasonable out-of-pocket expenses), CMISC shall provide any additional related services, including but not limited to services pertaining to escheatments, abandoned property, garnishment orders, bankruptcy and divorce proceedings, Internal Revenue Service or state tax authority tax levies and summonses, and U.S. Treasury Office of Foreign Assets Control and all matters relating to the foregoing.

18. Insurance. CMISC will maintain adequate insurance coverage with respect to the services provided under this Agreement, and will not allow such insurance coverage to lapse, without the prior written consent of each Trust.


19. Service Levels. CMISC agrees to report to the Board of each Trust on the nature and quality of the services it provides to the Funds under this Agreement, as may be requested by the Board from time to time.

20. Duty of Care and Indemnification. CMISC will at all times use reasonable care and act in good faith in performing its duties hereunder. CMISC will not be liable or responsible for delays or errors by reason of circumstances beyond its control, including without limitation, acts of civil or military authority, national or state emergencies, labor difficulties, fire, mechanical breakdown, flood or catastrophe, acts of God, insurrection, war, riots or failure of transportation, communication or power supply, so long as CMISC maintains comprehensive business continuity plans and procedures pursuant to Section 29 hereof.

CMISC may rely on certifications of the Secretary, any Assistant Secretary, the President, any Vice President, the Treasurer or any Assistant Treasurer of a Trust as to proceedings or facts in connection with any action taken by the shareholders or the Board of that Trust, and upon instructions not inconsistent with this Agreement from the President, any Vice President, the Treasurer or any Assistant Treasurer of that Trust. CMISC may seek from counsel for a Trust, at the Trust’s expense, or its own counsel for advice whenever it deems appropriate. With respect to any action reasonably taken on the basis of such certifications or instructions or in accordance with the advice of counsel for a Trust, the Trust will indemnify and hold harmless CMISC from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses), provided that such certifications or instructions are not provided by an employee of CMISC or any affiliate of CMISC.

Each Trust will indemnify CMISC against and hold CMISC harmless from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses) arising out of or in connection with any material breach by a Trust of any provision of this Agreement provided that such claim, demand, action or suit is not the result of CMISC’s bad faith or negligence.

In any case in which a Trust may be asked to indemnify or hold harmless CMISC, CMISC shall advise the Trust of all pertinent facts concerning the situation giving rise to the claim or potential claim for indemnification, and CMISC shall use reasonable care to identify and notify the Trust promptly concerning any situation which presents or appears likely to present a claim for indemnification.

21. Employees. CMISC is responsible for the employment, control and conduct of its agents and employees and for injury or harm to such agents or employees or to others caused by such agents or employees. CMISC assumes full responsibility for its agents and employees under applicable statutes and agrees to pay all employer taxes thereunder.

22. AML/CIP. CMISC agrees to use its best efforts to provide anti-money laundering services to each Trust and to operate the Trust’s customer identification program, in each case in accordance with the written procedures developed by CMISC and adopted or approved by the Board of the Trust and with applicable law and regulation. CMISC further agrees to cooperate with any request from examiners or other personnel of U.S. Government agencies having jurisdiction over the applicable Trust for information and records relating to the anti-money laundering procedures or services and consents to inspection by such examiners or other personnel for this purpose.


23. Termination. This Agreement shall continue indefinitely until terminated (with respect to any Trust) by not less than sixty (60) days’ written notice given by the Trust to CMISC or by six (6) months’ written notice given by CMISC to the Trust. Upon termination hereof, the relevant Trust shall pay such compensation as may be due to CMISC as of the date of such termination.

24. Successors. In the event that in connection with termination of this Agreement a successor to any of CMISC’s duties or responsibilities hereunder is designated by a Trust by written notice to CMISC, CMISC shall promptly, at the expense of the Trust, transfer to such successor a certified list of the shareholders of the Funds (with name, address and taxpayer identification or Social Security number), the historical record of the account of each shareholder and the status thereof, and all other relevant books, records, correspondence and other data established or maintained by CMISC under this Agreement in a form reasonably acceptable to the Trust (if such form differs from the form in which CMISC has maintained the same, the Trust shall pay any expenses associated with transferring the same to such form), and will cooperate in the transfer of such duties and responsibilities, including provision for assistance from CMISC’s personnel in the establishment of books, records and other data by such successor. CMISC shall be entitled to reasonable compensation and reimbursement of its out-of-pocket expenses in respect of assistance provided in accordance with the preceding sentence, unless such termination resulted from a material breach of this Agreement by CMISC or was caused by CMISC. Also, in the event of the termination of this Agreement, to the extent permitted by the agreements or licenses described below, CMISC shall, if requested by the officers on behalf of the Board of a Trust, use reasonable efforts to assign to the Trust, or its designee, such portion of its rights under any existing agreements to which it is a party and pursuant to which it has a right to have access to data processing capability in connection with the services contemplated by this Agreement and under any licenses to use third-party software in connection with the services contemplated by this Agreement and under any licenses to use third-party software in connection therewith as is applicable to the Trust, and in connection with such assignment shall grant to the assignee an irrevocable right and license or sublicenses, on a non-exclusive basis, to use any software used in connection therewith and, on an exclusive basis, any proprietary rights or interest which it has under such agreements or licenses.

25. Use of Affiliated Companies and Subcontractors. In connection with the services to be provided by CMISC under this Agreement, CMISC may, to the extent it deems appropriate, and subject to compliance with the requirements of applicable laws and regulations and upon receipt of approval of the Board of a Trust, make use of (i) its affiliated companies and their directors, trustees, officers and employees and (ii) subcontractors selected by it, with the understanding that there shall be no diminution in the quality or level of services provided to the Trust, and provided that CMISC shall supervise and remain fully responsible for the services of all such third parties in accordance with and to the extent provided in this Agreement. All costs and expenses associated with services provided by any such third parties shall be borne by CMISC or such parties, except to the extent specifically provided otherwise in this Agreement.


26. Confidentiality. CMISC agrees on behalf of itself and its employees to treat confidentially and as proprietary information of each Trust all records and other information relative to the Trust and its prior, present or potential shareholders and not to use such records and information for any purpose other than performance of its responsibilities and duties under this Agreement, except after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where CMISC may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities or when so requested by the Trust. Furthermore, CMISC will implement procedures reasonably designed to safeguard information in accordance with the Fund’s privacy policy as adopted by the Board and with applicable laws and regulations.

27. Compliance. CMISC agrees to comply with all applicable federal, state and local laws and regulations, codes, orders, self-regulatory organization guidelines or regulations, and government rules in the performance of its duties under this Agreement. CMISC agrees to provide each Trust with such certifications, reports and other information, and reasonable access to appropriate personnel and facilities, as the Trust may reasonably request from time to time to assist it in complying with, and monitoring for compliance with, applicable laws, rules and regulations. CMISC will implement, test and maintain comprehensive business continuity plans and procedures as appropriate to provide uninterrupted services to each Trust pursuant to this Agreement. Notwithstanding anything else in this Agreement, CMISC will perform all services covered by the Agreement in a manner so as to conform with the procedures and arrangements described in each Fund’s Prospectus.

28. Market Timing. CMISC will assist other service providers of each Trust as necessary in the implementation of the Trust’s market timing policy adopted by the Board, as set forth in the Fund’s Prospectus. Furthermore, to the extent applicable, CMISC will carry out its obligations set forth in the Fund’s Compliance Program concerning the implementation and administration of policies and procedures relating to Rule 22c-2 under the 1940 Act.

29. No Third-Party Beneficiaries. For the avoidance of doubt, and without in any way indicating or implying that there are any third-party beneficiaries to the Agreement or any other agreement to which Trust or any series thereof is a party, no person other than each Trust and CMISC shall be deemed to be a party to this Agreement or shall be entitled to any right or benefit arising under or in respect of this Agreement; there are no third-party beneficiaries of this Agreement. Without limiting the generality of the foregoing, nothing in this Agreement is intended to, or shall be read to, (i) create in any person other than each Trust and CMISC (including without limitation any shareholder of any Fund) any direct, indirect, derivative, or other rights against a Trust or CMISC, or (ii) create or give rise to any duty or obligation on the part of CMISC or a Trust (including without limitation any fiduciary or other duty) to any person.

30. Miscellaneous. This Agreement shall be construed in accordance with and governed by the laws of the Commonwealth of Massachusetts. Each Trust and CMISC hereby consent to the jurisdiction of a state of federal court situated in the Commonwealth of Massachusetts in connection with any dispute arising hereunder. Any action or dispute between any Trust and CMISC arising out of this Agreement shall be brought exclusively in the state or


federal courts in the Commonwealth of Massachusetts. Each Trust and CMISC hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which any such party may now or hereafter have to the laying of venue of any such proceeding brought in such a court and any claim that such proceeding brought in such a court has been brought in an inconvenient forum.

The captions in this Agreement are included for convenience of reference only and in no way define or limit any of the provisions of this Agreement or otherwise affect their construction or effect. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. This Agreement may be amended or modified only by a written document signed by both parties hereto. All provisions regarding indemnification, liability, and limits thereon, and confidentiality shall survive the termination of this Agreement. This Agreement, including the attached Schedules, sets forth the entire understanding of the parties hereto with respect to the subject matter hereof and incorporates, merges and supersedes any and all prior understandings and communications, whether written or oral, with respect to such subject matter.

A copy of the Agreement and Declaration of Trust of the Trusts that are organized as Massachusetts business trusts are on file with the Secretary of the Commonwealth of Massachusetts, and CMISC acknowledges that this Agreement is executed on behalf of each Trust by an officer thereof in his or her capacity as an officer thereof and not individually, and that the obligations of or arising out of this Agreement are not binding upon any of the trustees, officers, employees, agents or shareholders of the Trusts individually, but are binding solely upon the assets and property of the Trusts. CMISC further acknowledges that the assets and liabilities of each Fund that is a series of a Trust are separate and distinct and that the obligations of or arising out of this Agreement with respect to each Fund that is a series of a Trust are binding solely upon the assets or property of such Fund. CMISC also agrees that obligations of or arising out of this Agreement with respect to each Fund that is a series of a Trust shall be several and not joint, in accordance with its proportionate interest hereunder, and agrees not to proceed (by way of claim, set-off or otherwise) against any Fund for the obligations of another Fund.

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TA Agreement – Combined

IN WITNESS WHEREOF, the parties hereto have caused the forgoing Agreement to be duly executed as of June 15, 2021.

 

COLUMBIA FUNDS SERIES TRUST
COLUMBIA FUNDS SERIES TRUST I
COLUMBIA FUNDS SERIES TRUST II,
on behalf of their respective series listed on Schedule A
  By:   /s/ Daniel J. Beckman
    Name: Daniel J. Beckman
    Title: President

 

  COLUMBIA MANAGEMENT INVESTMENT SERVICES CORP.
  By:   /s/ Lyn Kephart-Strong
    Name: Lyn Kephart-Strong
    Title: President

TA Schedule – CFST, CFST I and CFST II

 

SCHEDULE A

Effective July 1, 2021

Columbia Funds Series Trust

Columbia California Intermediate Municipal Bond Fund

Columbia Capital Allocation Moderate Aggressive Portfolio

Columbia Capital Allocation Moderate Conservative Portfolio

Columbia Convertible Securities Fund

Columbia Large Cap Enhanced Core Fund

Columbia Large Cap Growth Opportunity Fund

Columbia Large Cap Index Fund

Columbia Mid Cap Index Fund

Columbia North Carolina Intermediate Municipal Bond Fund

Columbia Overseas Value Fund

Columbia Select Large Cap Equity Fund

Columbia Select Mid Cap Value Fund

Columbia Short Term Bond Fund

Columbia Short Term Municipal Bond Fund

Columbia Small Cap Index Fund

Columbia Small Cap Value Fund II

Columbia South Carolina Intermediate Municipal Bond Fund

Columbia Virginia Intermediate Municipal Bond Fund

Columbia Funds Series Trust I

Columbia Adaptive Retirement 2020 Fund

Columbia Adaptive Retirement 2025 Fund

Columbia Adaptive Retirement 2030 Fund

Columbia Adaptive Retirement 2035 Fund

Columbia Adaptive Retirement 2040 Fund

Columbia Adaptive Retirement 2045 Fund

Columbia Adaptive Retirement 2050 Fund

Columbia Adaptive Retirement 2055 Fund

Columbia Adaptive Retirement 2060 Fund

Columbia Adaptive Risk Allocation Fund

Columbia Balanced Fund

Columbia Bond Fund

Columbia Connecticut Intermediate Municipal Bond Fund1

Columbia Contrarian Core Fund

Columbia Corporate Income Fund

Columbia Dividend Income Fund

Columbia Emerging Markets Fund

Columbia Global Technology Growth Fund

Columbia Greater China Fund

Columbia High Yield Municipal Fund

Columbia Intermediate Municipal Bond Fund

Columbia International Dividend Income Fund

Columbia Large Cap Growth Fund

Columbia Massachusetts Intermediate Municipal Bond Fund

Columbia Mid Cap Growth Fund


TA Schedule – CFST, CFST I and CFST II

 

Columbia Multi Strategy Alternatives Fund

Columbia New York Intermediate Municipal Bond Fund

Columbia Oregon Intermediate Municipal Bond Fund

Columbia Real Estate Equity Fund

Columbia Select Large Cap Growth Fund

Columbia Small Cap Growth Fund

Columbia Small Cap Value Fund I

Columbia Solutions Aggressive Portfolio

Columbia Solutions Conservative Portfolio

Columbia Strategic California Municipal Income Fund

Columbia Strategic Income Fund

Columbia Strategic New York Municipal Income Fund

Columbia Tax-Exempt Fund

Columbia Total Return Bond Fund

Columbia U.S. Social Bond Fund

Columbia U.S. Treasury Index Fund

Columbia Ultra Short Term Bond Fund

Multi-Manager Alternative Strategies Fund

Multi-Manager Directional Alternatives Strategies Fund

Multi-Manager Growth Strategies Fund

Multi-Manager International Equity Strategies Fund

Multi-Manager Small Cap Equity Strategies Fund

Multi-Manager Total Return Bond Strategies Fund

Multisector Bond SMA Completion Portfolio

Overseas SMA Completion Portfolio

Columbia Funds Series Trust II

Columbia Capital Allocation Aggressive Portfolio

Columbia Capital Allocation Conservative Portfolio

Columbia Capital Allocation Moderate Portfolio

Columbia Commodity Strategy Fund

Columbia Disciplined Core Fund

Columbia Disciplined Growth Fund

Columbia Disciplined Value Fund

Columbia Dividend Opportunity Fund1

Columbia Emerging Markets Bond Fund1

Columbia Flexible Capital Income Fund1

Columbia Floating Rate Fund

Columbia Global Opportunities Fund

Columbia Global Value Fund

Columbia Government Money Market Fund

Columbia High Yield Bond Fund

Columbia Income Builder Fund

Columbia Income Opportunities Fund

Columbia Large Cap Value Fund

Columbia Limited Duration Credit Fund

Columbia Minnesota Tax-Exempt Fund

Columbia Mortgage Opportunities Fund

Columbia Overseas Core Fund

Columbia Quality Income Fund

Columbia Select Global Equity Fund


TA Schedule – CFST, CFST I and CFST II

 

Columbia Select Large Cap Value Fund

Columbia Select Small Cap Value Fund

Columbia Seligman Global Technology Fund

Columbia Seligman Technology and Information Fund

Columbia Short-Term Cash Fund

Columbia Strategic Municipal Income Fund

Multi-Manager Value Strategies Fund


TA Schedule – CFST, CFST I and CFST II

 

SCHEDULE B

Effective July 1, 2021

Payments under the Agreement are payable to CMISC monthly.

Transfer agency costs are calculated separately for each of (i) Institutional 3 (Inst3) Class shares, (ii) Institutional 2 (Inst 2) Class shares, and (iii) all other classes of shares.

Each Fund shall pay to CMISC for the services to be provided by CMISC under the Agreement an amount equal to the sum of the following:

 

  (a)

(i)     Base transfer agency fee paid monthly of:

 

  1.

an annual per account fee equal to the Direct Account Fee for accounts established directly with the Fund (direct accounts); and

 

  2.

an annual rate equal to the Intermediary Controlled Account Rate on the daily value of accounts of intermediaries established with the Fund, including accounts established or maintained pursuant to the National Securities Clearing Corporation’s networking system (network accounts and, together with omnibus accounts, intermediary controlled accounts); PLUS

 

  (ii)

The Fund’s Allocated Share of CMISC Reimbursable Out-of-Pocket Expenses; PLUS

 

  (iii)

Sub-transfer agency fees (generally intended to offset amounts paid by CMISC to intermediaries for services they provide), subject to the limits set forth below

 

  1.

For all classes other than Inst2 or Inst 3: the amount charged by an intermediary up to the following sub-transfer agency fee limits, which vary among distribution channels as follows:

 

Distribution Channel

  

Sub-Transfer Agency Fee Limit

Retirement Channel – Intermediary platforms that primarily service retirement accounts, including accounts of retirement plans qualified under sections 401(a), 401(k), 457 or 403(b) of the Internal Revenue Code of 1986, as amended (the Code), non-qualified deferred compensation plans governed by section 409A of the Code and individual retirement plans    (i) 0.25% of Fund assets held by Retirement Channel intermediaries or platforms charging an asset-based fee or (ii) $20 per account held by Retirement Channel intermediaries charging a per account fee


TA Schedule – CFST, CFST I and CFST II

 

Distribution Channel

  

Sub-Transfer Agency Fee Limit

Supermarket Transaction Fee (TF) Channel – Accounts in mutual fund platforms of the type commonly referred to as “fund supermarkets” that charge participants a transaction fee    (i) 0.12% of Fund assets held by Supermarket TF Channel intermediaries or platforms charging an asset-based fee or (ii) $20 per Supermarket TF Account held for intermediaries charging a per account fee
Supermarket No-Transaction Fee (NTF) Channel – Accounts in mutual fund platforms of the type commonly referred to as “fund supermarkets” that do not charge participants a transaction fee    (i) 0.25% of Fund assets held by Supermarket NTF Channel intermediaries or platforms charging an asset based fee or (ii) $20 per account held by Supermarket NTF Channel intermediaries or platforms charging a per account fee
Bank Channel – Accounts maintained by banks offering financial and banking services to high net worth clients (commonly referred to as private bank accounts)    (i) 0.20% of Fund assets held by Private Bank Channel intermediaries or platforms or (ii) $20 per account held by Bank Channel intermediaries or platforms charging a per account fee
Section 529 Plan Assets – Accounts of portfolios of college saving plans authorized under section 529 of the Code (commonly referred to as Section 529 plans) (529 Plan Accounts)    0.20% on Fund assets held in 529 Plan Accounts
Broker-Dealer Channel – Intermediary platforms offering mutual funds in brokerage accounts or through advisory programs, including independent, regional and wirehouses firms    (i) 0.15% of Fund assets held by Broker-Dealer Channel intermediaries or platforms charging an asset-based fee or (ii) $20 per account held by Broker-Dealer Channel intermediaries or platforms charging a per account fee
Insurance Channel – Insurance companies offering mutual funds in retirement/recordkeeping-type platforms, products and accounts.    (i) 0.25% of Fund assets held by Insurance Channel intermediaries on platforms charging an asset-based fee or (ii) $20 per account held by Insurance Channel intermediaries or platforms charging a per account fee

The sub-transfer agency fee limit is applied by intermediary (or by platforms within an intermediary, where applicable), by Fund and by share class and not in the aggregate by distribution channel. For avoidance of doubt, per account limits applicable to certain channels are applied at the level of the underlying accounts serviced by the intermediary, not at the level of the omnibus account maintained by CMISC.

 

  2.

For Inst2 Class shares: 0.05% of the average aggregate value of the Fund’s shares maintained in omnibus accounts (subject to paragraph (b) below).

 

  3.

For Inst3 Class shares: Inst3 Class shares do not pay sub-transfer agency fees set forth in paragraph (a)(iii).

 

  (b)

For Inst2 Class shares, the annual rate for the fees set forth in paragraphs (a)(i) – (a)(iii)(2) shall not exceed 0.070%.

 

  (c)

For Inst3 Class shares, the annual rate for the fees set forth in paragraphs (a)(i) – (a)(ii) shall not exceed 0.020%.


TA Schedule – CFST, CFST I and CFST II

 

In addition, CMISC shall be entitled to retain as additional compensation/reimbursement for its services all CMISC revenues for fees for wire, telephone, and redemption orders, IRA trustee agent fees and account transcripts due CMISC from shareholders of the Fund and interest (net of bank charges) earned with respect to balances in the accounts referred to in paragraph 2 of the Agreement. All determinations hereunder shall be in accordance with generally accepted accounting principles and subject to audit by the Funds’ independent accountants.

Definitions

Allocated Share” for any month means that percentage of CMISC Reimbursable Out-of-Pocket Expenses which would be allocated to a Fund for such month in accordance with the methodology described below under the heading “Methodology of Allocating CMISC Reimbursable Out-of-Pocket Expenses.”

CMISC Reimbursable Out-of-Pocket Expenses” means (i) networking account fees paid to dealer firms by CMISC on shareholder accounts established or maintained pursuant to the National Securities Clearing Corporation’s networking system, subject to a maximum annual rate of up to 0.20% of the month end value of the Fund’s shares maintained in networked accounts of each dealer firm, and (ii) out-of-pocket expenses incurred on behalf of the Funds by CMISC for stationery, forms, postage and similar items and those expenses identified as “Out-of-Pocket Expenses” below.

Direct Account Fee” means $30.10 for the period from July 1, 2021 through June 30, 2022, and such other amount as may be set annually based on actual costs incurred by CMIS in servicing direct accounts (including an agreed-upon margin).

Intermediary Controlled Account Rate” means 0.0054% for the period from June 1, 2021 through June 30, 2021, and thereafter shall be the rate equal to (x) the amount approved or ratified by the Board to approximate the projected expenses of servicing intermediary controlled accounts (including an agreed-upon margin), divided by (y) the net assets of intermediary controlled accounts invested in funds within the Columbia Fund complex for which CMISC serves as transfer agent (excluding any variable portfolio funds). For any given month, CMISC shall calculate the Intermediary Controlled Account Rate based on net assets of applicable Columbia Funds as of the 15th day of the month preceding such month (or the next succeeding business day if the 15th day of the preceding month is not a business day). For example, the Intermediary Controlled Account Rate effective September 1, 2021 shall be calculated based on net assets as of August 15, 2021.

Out-of-Pocket Expenses” also include, but are not limited to, the following items:

 

  *

Printing, storage and programming costs associated with, but not limited to envelopes, checks, confirmations and stationery

 

  *

Postage bulk, pre-sort, ZIP+4, barcoding, first class


TA Schedule – CFST, CFST I and CFST II

 

  *

Telephone and telecommunication costs, including all lease, maintenance and line costs

 

  *

Proxy solicitations, mailings and tabulations

 

  *

Daily & Distributions advice mailings

 

  *

Implementing, monitoring or processing any Stop Orders

 

  *

Shipping, Certified and Overnight mail and insurance

 

  *

Year-end forms and mailings

 

  *

Duplicating services

 

  *

Courier services

 

  *

National Securities Clearing Corporation charges related to fund transactions

 

  *

Record retention costs including but not limited to the storage, movement, destruction, retrieval and handling charges

 

  *

Data processing and storage for anti-market timing omnibus monitoring

 

  *

Creation and maintenance of on-line records including reports, shareholder and dealer statements, year-end forms, and regulatory mailings

 

  *

Third party quality control assessments

 

  *

Compliance items including, but not limited to, lost shareholder review, lost certificate filings and compliance programs

 

  *

Electronic website linkages to third party account management applications

 

  *

Regulatory mailings inclusive of costs related to electronic delivery of such documents.

 

  *

At the request, or with the consent of the Trust, such other miscellaneous expenses reasonably incurred by CMISC in performing its duties and responsibilities under this Agreement.

The Funds agree that postage and mailing expenses will be paid on the day of or prior to mailing as agreed with CMISC. In addition, the Funds will promptly reimburse CMISC for any other unscheduled expenses incurred by CMISC whenever the Funds and CMISC mutually agree that such expenses are not otherwise properly borne by CMISC as part of its duties under the Agreement.


TA Schedule – CFST, CFST I and CFST II

Methodology of Allocating CMISC Reimbursable Out-of-Pocket Expenses

CMISC Reimbursable Out-of-Pocket Expenses are allocated to the Funds as follows:

 

A.    Identifiable    Based on actual services performed and invoiced to a Fund.
B.    Unidentifiable   

Allocation will be based on three evenly weighted factors.

 

- number of shareholder accounts

 

- Number of transactions

 

- Average net assets


TA Schedpule – CFST, CFST I and CFST II

IN WITNESS WHEREOF, the parties hereto have caused the forgoing Schedule A and Schedule B to be duly executed as of June 15, 2021.

COLUMBIA FUNDS SERIES TRUST

COLUMBIA FUNDS SERIES TRUST I

COLUMBIA FUNDS SERIES TRUST II,

on behalf of their respective series listed on Schedule A

 

By:   /s/ Daniel J. Beckman
  Name: Daniel J. Beckman
  Title: President

 

COLUMBIA MANAGEMENT INVESTMENT SERVICES CORP.
By:   /s/ Lyn Kephart-Strong
  Name: Lyn Kephart-Strong
  Title: President

AMENDED AND RESTATED

FEE WAIVER AND EXPENSE CAP AGREEMENT

THIS AMENDED AND RESTATED FEE WAIVER AND EXPENSE CAP AGREEMENT is made as of this 15th day of June, 2021 (as may be amended, modified, supplemented and in effect from time to time, the Agreement) by and among each of the investment companies (each a Registrant), on behalf of its underlying series funds, as listed in Schedule A (the term “Fund” is used to refer to either the Registrant or the series, as the context requires), and each of Columbia Management Investment Advisers, LLC, a Minnesota limited liability company (CMIA), Columbia Management Investment Distributors, Inc., a Delaware corporation (CMID), and Columbia Management Investment Services Corp., a Minnesota corporation (CMISC) (CMIA, CMID, and CMISC, collectively referred to as the Service Providers).

WHEREAS, the Registrants are each open-end investment companies registered under the Investment Company Act of 1940, as amended; and

WHEREAS, pursuant to separate agreements (i) CMIA, an investment adviser registered under the Investment Advisers Act of 1940, serves as investment adviser and administrator to each of the Funds, (ii) CMID serves as distributor and shareholder servicing agent to the Funds, and (iii) CMISC serves as transfer agent to the Funds; and

WHEREAS, Columbia Funds Series Trust, Columbia Funds Series Trust II, Columbia Funds Variable Series Trust II and the Service Providers have entered into an Amended and Restated Fee Waiver and Expense Cap Agreement dated as of June 17, 2020 (as amended, modified, supplemented and in effect from time to time, the Existing Agreement I), pursuant to which the Service Providers agreed to waive certain fees and reimburse certain expenses pursuant to the terms and conditions set forth therein; and

WHEREAS, Columbia Funds Series Trust I, Columbia Funds Variable Insurance Trust and the Service Providers have entered into an Amended and Restated Fee Waiver and Expense Cap Agreement dated as of June 17, 2020 (as amended, modified, supplemented and in effect from time to time, the Existing Agreement II), pursuant to which the Service Providers agreed to waive certain fees and reimburse certain expenses pursuant to the terms and conditions set forth therein; and

WHEREAS, the parties wish to amend and restate the Existing Agreement I and the Existing Agreement II in their entirety as set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the receipt whereof is hereby acknowledged, the parties hereto agree that as of the date hereof Existing Agreement I and Existing Agreement II shall be amended and restated in their entirety as follows:

1. Fee Waivers. The parties hereby agree that the Service Providers shall waive fees (each a Fee Waiver) payable to them under their separate agreements with the Funds to the extent reflected for each Fund, as agreed to by the applicable Service Provider(s) and the Board and reflected in the minutes of Board meetings.

 

1


2. Expense Cap Setting Methodology. Unless otherwise agreed to by the parties, each Fund shall be subject to a fee cap (each a Fee Cap) such that the ratio of Covered Expenses (defined below) to net assets of the Fund’s Class A shares (or such other class as may be agreed by the parties) (the Specified Class) for a defined period agreed to by the parties (a Covered Period) shall not exceed the median expense ratio of the Fund’s peer universe for such Specified Class, as reported by Lipper, Inc. as of a date agreed to by the parties (the Median Ratio) (or such lower or higher expense ratio as may be agreed by the parties) and also such that the ratio of Covered Expenses to net assets of the Fund’s other classes shall not exceed the amounts set by reference to the Median Ratio pursuant to a methodology mutually agreed upon by the parties. Further, unless otherwise agreed to by the parties, no Fee Cap shall be required for a Fund for any Covered Period if the ratio of Covered Expenses to net assets of the Specified Class for the last fiscal year was less than the Median Ratio.

3. Limitation of Total Operating Expense Ratios. The parties hereby agree that the Service Providers shall waive any fees payable to them under their separate agreements with the Funds or reimburse other expenses of the Funds to the extent necessary to ensure that the ratio of Covered Expenses to net assets of each class of shares of a Fund does not exceed the Fee Cap for such class for the Covered Period, as agreed to by the applicable Service Provider(s) and the Board and reflected in the minutes of the Board meetings.

4. Covered Expenses. “Covered Expenses” include all expenses incurred directly by a Fund that are required to be included as an expense in a Fund’s Form N-1A Fee Table, but exclude expenses set forth for each Fund in Schedule A attached hereto. Covered Expenses shall reflect the application of any balance credits made available by the Funds’ custodian and any custodial charges relating to overdrafts, as well as any fee waivers and/or reimbursements pursuant to Section 3 hereof.

5. Allocation of Fee Waivers or Expense Reimbursements. Except where otherwise required by applicable law, fee waivers or expense reimbursements shall be allocated among the Service Providers in their discretion. In all instances, fee waivers and expense reimbursements shall be made in a manner that is not inconsistent with the Fund’s multi-class plan.

6. Term and Termination. Except as noted above or otherwise agreed to by the parties, a Fee Cap for each class of each Fund for a Covered Period of one year from the expiration of the previous Covered Period shall be established under this Agreement in the manner set forth above (i.e., by reference to the Median Ratio). The Fee Waivers and Fee Caps shall, unless earlier terminated by the Board of a Fund in its sole discretion, expire on the date agreed to by the applicable Service Provider(s) and Board as reflected in the minutes of Board meetings. The Fee Waivers and Fee Caps may be adjusted from time to time by the mutual agreement of the parties. Either party may terminate the Agreement with respect to a Fund upon 60 days’ notice to the relevant Board, to take effect upon the expiration of the then-effective Covered Period.

 

2


7. Entire Agreement; Modification; Amendment. This Agreement constitutes the entire agreement of the parties with respect to its subject matter. Each provision herein shall be treated as separate and independent from any other provision or agreement herein and shall be enforceable notwithstanding the enforceability of any such other provision or agreement. In addition, each provision herein shall be treated as separate and independent with respect to each Fund and shall be treated as separate and independent from such provision or agreement with respect to each of the other Funds. No modification or amendment of this Agreement shall be binding unless in writing and executed by the parties affected thereby.

[Signature Page Follows]

 

3


IN WITNESS WHEREOF, the parties hereto have caused the forgoing Agreement as of June 15, 2021.

 

COLUMBIA FUNDS SERIES TRUST

COLUMBIA FUNDS SERIES TRUST I

COLUMBIA FUNDS SERIES TRUST II

COLUMBIA FUNDS VARIABLE INSURANCE TRUST

COLUMBIA FUNDS VARIABLE SERIES TRUST II

Each for itself and on behalf of its respective series listed on this Schedule A

By:   /s/ Daniel J. Beckman
Name:   Daniel J. Beckman
Title:   President

 

COLUMBIA MANAGEMENT INVESTMENT ADVISERS, LLC
By:   /s/ Michael G. Clarke
Name:   Michael G. Clarke
Title:   Co-Head of Global Operations

 

COLUMBIA MANAGEMENT INVESTMENT DISTRIBUTORS, INC.
By:   /s/ Scott E. Couto
Name:   Scott E. Couto
Title:   President

 

COLUMBIA MANAGEMENT INVESTMENT SERVICES CORP.
By:   /s/ Lyn Kephart-Strong
Name:   Lyn Kephart-Strong
Title:   President

 

4

Fee Waiver Schedule –

SCHEDULE A

As of June 15, 2021

Columbia Funds Series Trust

Columbia California Intermediate Municipal Bond Fund1

Columbia Capital Allocation Moderate Aggressive Portfolio2

Columbia Capital Allocation Moderate Conservative Portfolio2

Columbia Convertible Securities Fund1

Columbia Large Cap Growth Opportunity Fund1

Columbia Large Cap Enhanced Core Fund1

Columbia Large Cap Index Fund1

Columbia Mid Cap Index Fund1

Columbia North Carolina Intermediate Municipal Bond Fund1

Columbia Overseas Value Fund1

Columbia Select Large Cap Equity Fund1

Columbia Select Mid Cap Value Fund1

Columbia Short Term Bond Fund1

Columbia Short Term Municipal Bond Fund1

Columbia Small Cap Index Fund1

Columbia Small Cap Value Fund II1

Columbia South Carolina Intermediate Municipal Bond Fund1

Columbia Virginia Intermediate Municipal Bond Fund1

Columbia Funds Series Trust I

Columbia Adaptive Risk Allocation Fund3

Columbia Adaptive Retirement 2020 Fund3

Columbia Adaptive Retirement 2025 Fund3

Columbia Adaptive Retirement 2030 Fund3

Columbia Adaptive Retirement 2035 Fund3

Columbia Adaptive Retirement 2040 Fund3

Columbia Adaptive Retirement 2045 Fund3

Columbia Adaptive Retirement 2050 Fund3

Columbia Adaptive Retirement 2055 Fund3

Columbia Adaptive Retirement 2060 Fund3

Columbia Balanced Fund1

Columbia Bond Fund1

Columbia Connecticut Intermediate Municipal Bond Fund1

Columbia Contrarian Core Fund1

Columbia Corporate Income Fund1

Columbia Dividend Income Fund1

Columbia Emerging Markets Fund1

Columbia Global Technology Growth Fund1

Columbia Greater China Fund1

Columbia High Yield Municipal Fund1

Columbia Intermediate Municipal Bond Fund1

Columbia International Dividend Income Fund1

Columbia Large Cap Growth Fund1

Columbia Massachusetts Intermediate Municipal Bond Fund1

Columbia Mid Cap Growth Fund1

Columbia Multi Strategy Alternatives Fund1

Columbia New York Intermediate Municipal Bond Fund1

Columbia Oregon Intermediate Municipal Bond Fund1

Columbia Real Estate Equity Fund1

Columbia Select Large Cap Growth Fund1

Columbia Small Cap Growth Fund1

Columbia Small Cap Value Fund I1

Columbia Solutions Aggressive Portfolio1

Columbia Solutions Conservative Portfolio1

Columbia Strategic California Municipal Income Fund1

Columbia Strategic Income Fund1

Columbia Strategic New York Municipal Income Fund1

Columbia Tax-Exempt Fund1

Columbia Total Return Bond Fund1

Columbia U.S. Social Bond Fund1

Columbia U.S. Treasury Index Fund1

Columbia Ultra Short Term Bond Fund1

Multi-Manager Alternative Strategies Fund1


Fee Waiver Schedule

Multi-Manager Directional Alternatives Strategies Fund1

Multi-Manager Growth Strategies Fund1

Multi-Manager International Equity Strategies Fund1

Multi-Manager Small Cap Equity Strategies Fund1

Multi-Manager Total Return Bond Strategies Fund1

Multisector Bond SMA Completion Portfolio3

Overseas SMA Completion Portfolio3

Columbia Funds Series Trust II

Columbia Capital Allocation Aggressive Portfolio2

Columbia Capital Allocation Conservative Portfolio2

Columbia Capital Allocation Moderate Portfolio2

Columbia Commodity Strategy Fund1

Columbia Disciplined Core Fund1

Columbia Disciplined Growth Fund1

Columbia Disciplined Value Fund1

Columbia Dividend Opportunity Fund1

Columbia Emerging Markets Bond Fund1

Columbia Flexible Capital Income Fund1

Columbia Floating Rate Fund1

Columbia Global Opportunities Fund1

Columbia Global Value Fund1

Columbia High Yield Bond Fund1

Columbia Income Builder Fund1

Columbia Income Opportunities Fund1

Columbia Large Cap Value Fund1

Columbia Limited Duration Credit Fund1

Columbia Minnesota Tax-Exempt Fund1

Columbia Money Market Fund1

Columbia Mortgage Opportunities Fund1

Columbia Overseas Core Fund1

Columbia Quality Income Fund1

Columbia Select Global Equity Fund1

Columbia Select Large Cap Value Fund1

Columbia Select Small Cap Value Fund1

Columbia Seligman Global Technology Fund1

Columbia Seligman Technology and Information Fund1

Columbia Short-Term Cash Fund1

Columbia Strategic Municipal Income Fund1

Multi-Manager Value Strategies Fund1

Columbia Funds Variable Insurance Trust

Columbia Variable Portfolio – Contrarian Core Fund1

Columbia Variable Portfolio – Long Government/Credit Bond Fund1

Columbia Variable Portfolio – Select Large Cap Growth Fund1

Columbia Variable Portfolio – Small Cap Value Fund1

Columbia Variable Portfolio – Small Company Growth Fund1

Columbia Variable Portfolio – Strategic Income Fund1

Variable Portfolio – Managed Risk Global Fund3

Variable Portfolio – Managed Risk U.S. Fund3

Variable Portfolio – Managed Volatility Conservative Fund3

Variable Portfolio – Managed Volatility Conservative Growth Fund3

Variable Portfolio – Managed Volatility Growth Fund3

Variable Portfolio – U.S. Flexible Conservative Growth Fund3

Variable Portfolio – U.S. Flexible Growth Fund3

Variable Portfolio – U.S. Flexible Moderate Growth Fund3

Columbia Funds Variable Series Trust II

Columbia Variable Portfolio – Balanced Fund1

Columbia Variable Portfolio – Commodity Strategy Fund1

Columbia Variable Portfolio – Core Equity Fund1

Columbia Variable Portfolio – Disciplined Core Fund1

Columbia Variable Portfolio – Dividend Opportunity Fund1

Columbia Variable Portfolio – Emerging Markets Bond Fund1

Columbia Variable Portfolio – Emerging Markets Fund1

Columbia Variable Portfolio – Global Strategic Income Fund1

Columbia Variable Portfolio – Government Money Market Fund1

Columbia Variable Portfolio – High Yield Bond Fund1

Columbia Variable Portfolio – Income Opportunities Fund1


Fee Waiver Schedule

Columbia Variable Portfolio – Intermediate Bond Fund1

Columbia Variable Portfolio – Large Cap Growth Fund1

Columbia Variable Portfolio – Large Cap Index Fund1

Columbia Variable Portfolio – Limited Duration Credit Fund1

Columbia Variable Portfolio – Mid Cap Growth Fund1

Columbia Variable Portfolio – Overseas Core Fund1

Columbia Variable Portfolio – Select Large Cap Equity Fund1

Columbia Variable Portfolio – Select Large Cap Value Fund1

Columbia Variable Portfolio – Select Mid Cap Value Fund1

Columbia Variable Portfolio – Select Small Cap Value Fund1

Columbia Variable Portfolio – Seligman Global Technology Fund1

Columbia Variable Portfolio – U.S. Government Mortgage Fund1

CTIVP® – American Century Diversified Bond Fund1

CTIVP® – BlackRock Global Inflation-Protected Securities Fund1

CTIVP® – CenterSquare Real Estate Fund1

CTIVP® – Loomis Sayles Growth Fund1

CTIVP®– MFS® Value Fund1

CTIVP® – Morgan Stanley Advantage Fund1

CTIVP® – T. Rowe Price Large Cap Value Fund1

CTIVP® – TCW Core Plus Bond Fund1

CTIVP® – Victory Sycamore Established Value Fund1

CTIVP®– Wells Fargo Short Duration Government Fund1

CTIVP®– Westfield Mid Cap Growth Fund1

Variable Portfolio – Aggressive Portfolio1

Variable Portfolio – Conservative Portfolio1

Variable Portfolio – Managed Volatility Moderate Growth Fund3

Variable Portfolio – Moderate Portfolio1

Variable Portfolio – Moderately Aggressive Portfolio1

Variable Portfolio – Moderately Conservative Portfolio1

Variable Portfolio – Partners Core Bond Fund1

Variable Portfolio – Partners Core Equity Fund1

Variable Portfolio – Partners International Core Equity Fund1

Variable Portfolio – Partners International Growth Fund1

Variable Portfolio – Partners International Value Fund1

Variable Portfolio – Partners Small Cap Growth Fund1

Variable Portfolio – Partners Small Cap Value Fund1

 

1 

The following fees and expenses are excluded from the Fund’s operating expenses when calculating the waiver/reimbursement commitment, and therefore will be paid by the Fund, if applicable: taxes (including foreign transaction taxes), expenses associated with investment in affiliated and non-affiliated pooled investment vehicles (including mutual funds and exchange-traded funds), transaction costs and brokerage commissions, costs related to any securities lending program, dividend expenses associated with securities sold short, inverse floater program fees and expenses, transaction charges and interest on borrowed money, interest, costs associated with shareholder meetings, infrequent and/or unusual expenses and any other expenses the exclusion of which is specifically approved by the Fund’s Board.

2 

The following fees and expenses are excluded from the Fund’s operating expenses when calculating the waiver/reimbursement commitment, and therefore will be paid by the Fund, if applicable: management service fee, taxes (including foreign transaction taxes), expenses associated with investment in affiliated and non-affiliated pooled investment vehicles (including mutual funds and exchange-traded funds), transaction costs and brokerage commissions, costs related to any securities lending program, dividend expenses associated with securities sold short, inverse floater program fees and expenses, transaction charges and interest on borrowed money, interest, costs associated with shareholder meetings, infrequent and/or unusual expenses and any other expenses the exclusion of which is specifically approved by the Fund’s Board.

3 

The following fees and expenses are excluded from the Fund’s operating expenses when calculating the waiver/reimbursement commitment, and therefore will be paid by the Fund, if applicable: taxes (including foreign transaction taxes), transaction costs and brokerage commissions, costs related to any securities lending program, dividend expenses associated with securities sold short, inverse floater program fees and expenses, transaction charges and interest on borrowed money, interest, costs associated with shareholder meetings, infrequent and/or unusual expenses and any other expenses the exclusion of which is specifically approved by the Fund’s Board.


Fee Waiver Schedule

IN WITNESS THEREOF, the parties hereto have executed the foregoing Schedule A as of June 15, 2021.

 

COLUMBIA FUNDS SERIES TRUST

COLUMBIA FUNDS SERIES TRUST I

COLUMBIA FUNDS SERIES TRUST II

COLUMBIA FUNDS VARIABLE INSURANCE TRUST

COLUMBIA FUNDS VARIABLE SERIES TRUST II

Each for itself and on behalf of its respective series listed on this Schedule A

By:   /s/ Daniel J. Beckman
Name:   Daniel J. Beckman
Title:   President

 

COLUMBIA MANAGEMENT INVESTMENT ADVISERS, LLC
By:   /s/ Michael G. Clarke
Name:   Michael G. Clarke
Title:   Co-Head of Global Operations

 

COLUMBIA MANAGEMENT INVESTMENT DISTRIBUTORS, INC.
By:   /s/ Scott E. Couto
Name:   Scott E. Couto
Title:   President

 

COLUMBIA MANAGEMENT INVESTMENT SERVICES CORP.
By:   /s/ Lyn Kephart-Strong
Name:   Lyn Kephart-Strong
Title:   President

SCHEDULE A

BORROWING FUNDS

(As of June 15, 2021)

Columbia Funds Series Trust

 

Fund

  

Effective Date

Columbia California Intermediate Municipal Bond Fund    May 1, 2018
Columbia Capital Allocation Moderate Aggressive Portfolio    May 1, 2018
Columbia Capital Allocation Moderate Conservative Portfolio    May 1, 2018
Columbia Convertible Securities Fund    May 1, 2018
Columbia Large Cap Enhanced Core Fund    May 1, 2018
Columbia Large Cap Index Fund    May 1, 2018
Columbia Mid Cap Index Fund    May 1, 2018
Columbia North Carolina Intermediate Municipal Bond Fund    May 1, 2018
Columbia Overseas Value Fund    May 1, 2018
Columbia Select Large Cap Equity Fund    May 1, 2018
Columbia Select Mid Cap Value Fund    May 1, 2018
Columbia Short Term Bond Fund    May 1, 2018
Columbia Short Term Municipal Bond Fund    May 1, 2018
Columbia Small Cap Index Fund    May 1, 2018
Columbia Small Cap Value Fund II    May 1, 2018
Columbia South Carolina Intermediate Municipal Bond Fund    May 1, 2018
Columbia Virginia Intermediate Municipal Bond Fund    May 1, 2018

Columbia Funds Series Trust I

 

Fund

  

Effective Date

Columbia Adaptive Retirement 2020 Fund    May 1, 2018
Columbia Adaptive Retirement 2025 Fund    May 1, 2018
Columbia Adaptive Retirement 2030 Fund    May 1, 2018
Columbia Adaptive Retirement 2035 Fund    May 1, 2018
Columbia Adaptive Retirement 2040 Fund    May 1, 2018
Columbia Adaptive Retirement 2045 Fund    May 1, 2018
Columbia Adaptive Retirement 2050 Fund    May 1, 2018
Columbia Adaptive Retirement 2055 Fund    May 1, 2018
Columbia Adaptive Retirement 2060 Fund    May 1, 2018
Columbia Adaptive Risk Allocation Fund    May 1, 2018
Columbia Balanced Fund    May 1, 2018
Columbia Bond Fund    May 1, 2018
Columbia Connecticut Intermediate Municipal Bond Fund    May 1, 2018
Columbia Contrarian Core Fund    May 1, 2018
Columbia Corporate Income Fund    May 1, 2018
Columbia Dividend Income Fund    May 1, 2018
Columbia Emerging Markets Fund    May 1, 2018
Columbia Global Technology Growth Fund    May 1, 2018
Columbia Greater China Fund    May 1, 2018
Columbia High Yield Municipal Fund    May 1, 2018


Fund

  

Effective Date

Columbia Intermediate Municipal Bond Fund    May 1, 2018
Columbia International Dividend Income Fund    May 1, 2018
Columbia Large Cap Growth Fund    May 1, 2018
Columbia Massachusetts Intermediate Municipal Bond Fund    May 1, 2018
Columbia Mid Cap Growth Fund    May 1, 2018
Columbia Multi Strategy Alternatives Fund    May 1, 2018
Columbia New York Intermediate Municipal Bond Fund    May 1, 2018
Columbia Oregon Intermediate Municipal Bond Fund    May 1, 2018
Columbia Real Estate Equity Fund    May 1, 2018
Columbia Select Large Cap Growth Fund    May 1, 2018
Columbia Small Cap Growth Fund    May 1, 2018
Columbia Small Cap Value Fund I    May 1, 2018
Columbia Solutions Aggressive Portfolio    May 1, 2018
Columbia Solutions Conservative Portfolio    May 1, 2018
Columbia Strategic California Municipal Income Fund    May 1, 2018
Columbia Strategic Income Fund    May 1, 2018
Columbia Strategic New York Municipal Income Fund    May 1, 2018
Columbia Tax-Exempt Fund    May 1, 2018
Columbia Total Return Bond Fund    May 1, 2018
Columbia U.S. Social Bond Fund    May 1, 2018
Columbia U.S. Treasury Index Fund    May 1, 2018
Columbia Ultra Short Term Bond Fund    May 1, 2018
Multi-Manager Alternative Strategies Fund    May 1, 2018
Multi-Manager Directional Alternative Strategies Fund    May 1, 2018
Multi-Manager Growth Strategies Fund    May 1, 2018
Multi-Manager International Equity Strategies Fund    May 1, 2018
Multi-Manager Small Cap Equity Strategies Fund    May 1, 2018
Multi-Manager Total Return Bond Strategies Fund    May 1, 2018
Multisector Bond SMA Completion Portfolio    June 17, 2020
Overseas SMA Completion Portfolio    June 17, 2020

Columbia Funds Series Trust II

 

Fund

  

Effective Date

Columbia Capital Allocation Aggressive Portfolio    May 1, 2018
Columbia Capital Allocation Conservative Portfolio    May 1, 2018
Columbia Capital Allocation Moderate Portfolio    May 1, 2018
Columbia Commodity Strategy Fund    May 1, 2018
Columbia Disciplined Core Fund    May 1, 2018
Columbia Disciplined Growth Fund    May 1, 2018
Columbia Disciplined Value Fund    May 1, 2018
Columbia Dividend Opportunity Fund    May 1, 2018
Columbia Emerging Markets Bond Fund    May 1, 2018
Columbia Flexible Capital Income Fund    May 1, 2018
Columbia Floating Rate Fund    May 1, 2018
Columbia Global Value Fund    May 1, 2018
Columbia Global Opportunities Fund    May 1, 2018
Columbia High Yield Bond Fund    May 1, 2018


Fund

  

Effective Date

Columbia Income Builder Fund    May 1, 2018
Columbia Income Opportunities Fund    May 1, 2018
Columbia Large Cap Value Fund    May 1, 2018
Columbia Limited Duration Credit Fund    May 1, 2018
Columbia Minnesota Tax-Exempt Fund    May 1, 2018
Columbia Mortgage Opportunities Fund    May 1, 2018
Columbia Overseas Core Fund    May 1, 2018
Columbia Quality Income Fund    May 1, 2018
Columbia Select Global Equity Fund    May 1, 2018
Columbia Select Large Cap Value Fund    May 1, 2018
Columbia Select Small Cap Value Fund    May 1, 2018
Columbia Seligman Communications and Information Fund    May 1, 2018
Columbia Seligman Global Technology Fund    May 1, 2018
Columbia Strategic Municipal Income Fund    May 1, 2018
Multi-Manager Value Strategies Fund    May 1, 2018

Columbia Funds Variable Insurance Trust

 

Fund

  

Effective Date

Columbia Variable Portfolio – Contrarian Core Fund    May 1, 2018
Columbia Variable Portfolio – Long Government/Credit Bond Fund    May 1, 2018
Columbia Variable Portfolio – Small Cap Value Fund    May 1, 2018
Columbia Variable Portfolio – Small Company Growth Fund    May 1, 2018
Columbia Variable Portfolio – Strategic Income Fund    May 1, 2018
Variable Portfolio – Managed Risk Fund    May 1, 2018
Variable Portfolio – Managed Risk U.S. Fund    May 1, 2018
Variable Portfolio – Managed Volatility Conservative Fund    May 1, 2018
Variable Portfolio – Managed Volatility Conservative Growth Fund    May 1, 2018
Variable Portfolio – Managed Volatility Growth Fund    May 1, 2018
Variable Portfolio – U.S. Flexible Conservative Growth Fund    May 1, 2018
Variable Portfolio – U.S. Flexible Growth Fund    May 1, 2018
Variable Portfolio – U.S. Flexible Moderate Growth Fund    May 1, 2018

Columbia Funds Variable Series Trust II

 

Fund

  

Effective Date

Columbia Variable Portfolio – Balanced Fund    May 1, 2018
Columbia Variable Portfolio – Commodity Strategy Fund    May 1, 2018
Columbia Variable Portfolio – Core Equity Fund    May 1, 2018
Columbia Variable Portfolio – Disciplined Core Fund    May 1, 2018
Columbia Variable Portfolio – Dividend Opportunity Fund    May 1, 2018
Columbia Variable Portfolio – Emerging Markets Bond Fund    May 1, 2018
Columbia Variable Portfolio – Emerging Markets Fund    May 1, 2018
Columbia Variable Portfolio – Global Strategic Income Fund    May 1, 2018
Columbia Variable Portfolio – High Yield Bond Fund    May 1, 2018
Columbia Variable Portfolio – Income Opportunities Fund    May 1, 2018
Columbia Variable Portfolio – Intermediate Bond Fund    May 1, 2018


Fund

  

Effective Date

Columbia Variable Portfolio – Large Cap Growth Fund    May 1, 2018
Columbia Variable Portfolio – Large Cap Index Fund    May 1, 2018
Columbia Variable Portfolio – Limited Duration Credit Fund    May 1, 2018
Columbia Variable Portfolio – Mid Cap Growth Fund    May 1, 2018
Columbia Variable Portfolio – Overseas Core Fund    May 1, 2018
Columbia Variable Portfolio – Select Large Cap Equity Fund    May 1, 2018
Columbia Variable Portfolio – Select Large Cap Value Fund    May 1, 2018
Columbia Variable Portfolio – Select Mid Cap Value Fund    May 1, 2018
Columbia Variable Portfolio – Select Small Cap Value Fund    May 1, 2018
Columbia Variable Portfolio – Seligman Global Technology Fund    May 1, 2018
Columbia Variable Portfolio – U.S. Government Mortgage Fund    May 1, 2018
CTIVP® – American Century Diversified Bond Fund    May 1, 2018
CTIVP® – BlackRock Global Inflation-Protected Securities Fund    May 1, 2018
CTIVP® – CenterSquare Real Estate Fund    May 1, 2018
CTIVP® – Loomis Sayles Growth Fund    May 1, 2018
CTIVP® – MFS® Value Fund    May 1, 2018
CTIVP® – Morgan Stanley Advantage Fund    May 1, 2018
CTIVP® – T. Rowe Price Large Cap Value Fund    May 1, 2018
CTIVP® – TCW Core Plus Bond Fund    May 1, 2018
CTIVP® – Victory Sycamore Established Value Fund    May 1, 2018
CTIVP® – Wells Fargo Short Duration Government Fund    May 1, 2018
CTIVP® – Westfield Mid Cap Growth Fund    May 1, 2018
Variable Portfolio – Aggressive Portfolio    May 1, 2018
Variable Portfolio – Conservative Portfolio    May 1, 2018
Variable Portfolio – Managed Volatility Moderate Growth Fund    May 1, 2018
Variable Portfolio – Moderate Portfolio    May 1, 2018
Variable Portfolio – Moderately Aggressive Portfolio    May 1, 2018
Variable Portfolio – Moderately Conservative Portfolio    May 1, 2018
Variable Portfolio – Partners Core Bond Fund    May 1, 2018
Variable Portfolio – Partners Core Equity Fund    May 1, 2018
Variable Portfolio – Partners International Core Equity Fund    May 1, 2018
Variable Portfolio – Partners International Growth Fund    May 1, 2018
Variable Portfolio – Partners International Value Fund    May 1, 2018
Variable Portfolio – Partners Small Cap Growth Fund    May 1, 2018
Variable Portfolio – Partners Small Cap Value Fund    May 1, 2018


SCHEDULE A – Borrowing Funds

For each Fund, the Master Agreement was effective as of the date set forth on Schedule A.

COLUMBIA FUNDS SERIES TRUST

COLUMBIA FUNDS SERIES TRUST I

COLUMBIA FUNDS SERIES TRUST II

COLUMBIA FUNDS VARIABLE INSURANCE TRUST

COLUMBIA FUNDS VARIABLE SERIES TRUST II

EACH TRUST ABOVE, ON BEHALF OF EACH OF ITS SERIES SET FORTH ON SCHEDULE A HERETO

 

By:   /s/ Michael G. Clarke
Name:   Michael G. Clarke
Title:   Vice President, Head of North American Operations and Co-Head of Global Operations

COLUMBIA MANAGEMENT INVESTMENT ADVISERS, LLC

 

By:   /s/ Ryan C. Larrenaga
Name:   Ryan C. Larrenaga
Title:   Vice President


SCHEDULE B

LENDING FUNDS

(As of June 15, 2021)

Columbia Funds Series Trust

 

Fund

  

Effective Date

Columbia California Intermediate Municipal Bond Fund    May 1, 2018
Columbia Capital Allocation Moderate Aggressive Portfolio    May 1, 2018
Columbia Capital Allocation Moderate Conservative Portfolio    May 1, 2018
Columbia Convertible Securities Fund    May 1, 2018
Columbia Large Cap Enhanced Core Fund    May 1, 2018
Columbia Large Cap Growth Opportunity Fund    May 1, 2018
Columbia Large Cap Index Fund    May 1, 2018
Columbia Mid Cap Index Fund    May 1, 2018
Columbia North Carolina Intermediate Municipal Bond Fund    May 1, 2018
Columbia Overseas Value Fund    May 1, 2018
Columbia Select Global Growth Fund    May 1, 2018
Columbia Select Large Cap Equity Fund    May 1, 2018
Columbia Select Mid Cap Value Fund    May 1, 2018
Columbia Short Term Bond Fund    May 1, 2018
Columbia Short Term Municipal Bond Fund    May 1, 2018
Columbia Small Cap Index Fund    May 1, 2018
Columbia Small Cap Value Fund II    May 1, 2018
Columbia South Carolina Intermediate Municipal Bond Fund    May 1, 2018
Columbia Virginia Intermediate Municipal Bond Fund    May 1, 2018

Columbia Funds Series Trust I

 

Fund

  

Effective Date

Columbia Adaptive Retirement 2020 Fund    May 1, 2018
Columbia Adaptive Retirement 2025 Fund    May 1, 2018
Columbia Adaptive Retirement 2030 Fund    May 1, 2018
Columbia Adaptive Retirement 2035 Fund    May 1, 2018
Columbia Adaptive Retirement 2040 Fund    May 1, 2018
Columbia Adaptive Retirement 2045 Fund    May 1, 2018
Columbia Adaptive Retirement 2050 Fund    May 1, 2018
Columbia Adaptive Retirement 2055 Fund    May 1, 2018
Columbia Adaptive Retirement 2060 Fund    May 1, 2018
Columbia Adaptive Risk Allocation Fund    May 1, 2018
Columbia Balanced Fund    May 1, 2018
Columbia Bond Fund    May 1, 2018
Columbia Connecticut Intermediate Municipal Bond Fund    May 1, 2018
Columbia Contrarian Core Fund    May 1, 2018
Columbia Corporate Income Fund    May 1, 2018
Columbia Dividend Income Fund    May 1, 2018
Columbia Emerging Markets Fund    May 1, 2018
Columbia Global Technology Growth Fund    May 1, 2018


Fund

  

Effective Date

Columbia Greater China Fund    May 1, 2018
Columbia High Yield Municipal Fund    May 1, 2018
Columbia Intermediate Municipal Bond Fund    May 1, 2018
Columbia International Dividend Income Fund    May 1, 2018
Columbia Large Cap Growth Fund    May 1, 2018
Columbia Massachusetts Intermediate Municipal Bond Fund    May 1, 2018
Columbia Mid Cap Growth Fund    May 1, 2018
Columbia Multi Strategy Alternatives Fund    May 1, 2018
Columbia New York Intermediate Municipal Bond Fund    May 1, 2018
Columbia Oregon Intermediate Municipal Bond Fund    May 1, 2018
Columbia Real Estate Equity Fund    May 1, 2018
Columbia Select Large Cap Growth Fund    May 1, 2018
Columbia Small Cap Growth Fund    May 1, 2018
Columbia Small Cap Value Fund I    May 1, 2018
Columbia Solutions Aggressive Portfolio    May 1, 2018
Columbia Solutions Conservative Portfolio    May 1, 2018
Columbia Strategic California Municipal Income Fund    May 1, 2018
Columbia Strategic Income Fund    May 1, 2018
Columbia Strategic New York Municipal Income Fund    May 1, 2018
Columbia Tax-Exempt Fund    May 1, 2018
Columbia Total Return Bond Fund    May 1, 2018
Columbia U.S. Social Bond Fund    May 1, 2018
Columbia U.S. Treasury Index Fund    May 1, 2018
Columbia Ultra Short Term Bond Fund    May 1, 2018
Multi-Manager Alternative Strategies Fund    May 1, 2018
Multi-Manager Directional Alternative Strategies Fund    May 1, 2018
Multi-Manager Growth Strategies Fund    May 1, 2018
Multi-Manager International Equity Strategies Fund    May 1, 2018
Multi-Manager Small Cap Equity Strategies Fund    May 1, 2018
Multi-Manager Total Return Bond Strategies Fund    May 1, 2018
Multisector Bond SMA Completion Portfolio    June 17, 2020
Overseas SMA Completion Portfolio    June 17, 2020

Columbia Funds Series Trust II

 

Fund

  

Effective Date

Columbia Capital Allocation Aggressive Portfolio    May 1, 2018
Columbia Capital Allocation Conservative Portfolio    May 1, 2018
Columbia Capital Allocation Moderate Portfolio    May 1, 2018
Columbia Commodity Strategy Fund    May 1, 2018
Columbia Contrarian Asia Pacific Fund    May 1, 2018
Columbia Contrarian Europe Fund    May 1, 2018
Columbia Disciplined Core Fund    May 1, 2018
Columbia Disciplined Growth Fund    May 1, 2018
Columbia Disciplined Value Fund    May 1, 2018
Columbia Dividend Opportunity Fund    May 1, 2018
Columbia Emerging Markets Bond Fund    May 1, 2018
Columbia Flexible Capital Income Fund    May 1, 2018


Fund

  

Effective Date

Columbia Floating Rate Fund    May 1, 2018
Columbia Global Opportunities Fund    May 1, 2018
Columbia Global Value Fund    May 1, 2018
Columbia Government Money Market Fund    May 1, 2018
Columbia High Yield Bond Fund    May 1, 2018
Columbia Income Builder Fund    May 1, 2018
Columbia Income Opportunities Fund    May 1, 2018
Columbia Large Cap Value Fund    May 1, 2018
Columbia Limited Duration Credit Fund    May 1, 2018
Columbia Minnesota Tax-Exempt Fund    May 1, 2018
Columbia Mortgage Opportunities Fund    May 1, 2018
Columbia Overseas Core Fund    May 1, 2018
Columbia Quality Income Fund    May 1, 2018
Columbia Select Global Equity Fund    May 1, 2018
Columbia Select Large Cap Value Fund    May 1, 2018
Columbia Select Small Cap Value Fund    May 1, 2018
Columbia Seligman Global Technology Fund    May 1, 2018
Columbia Seligman Technology and Information Fund    May 1, 2018
Columbia Short-Term Cash Fund    May 1, 2018
Columbia Strategic Municipal Income Fund    May 1, 2018
Multi-Manager Value Strategies Fund    May 1, 2018

Columbia Funds Variable Insurance Trust

 

Fund

  

Effective Date

Columbia Variable Portfolio – Contrarian Core Fund    May 1, 2018
Columbia Variable Portfolio – Long Government/Credit Bond Fund    May 1, 2018
Columbia Variable Portfolio – Small Cap Value Fund    May 1, 2018
Columbia Variable Portfolio – Small Company Growth Fund    May 1, 2018
Columbia Variable Portfolio – Strategic Income Fund    May 1, 2018
Variable Portfolio – Managed Risk Fund    May 1, 2018
Variable Portfolio – Managed Risk U.S. Fund    May 1, 2018
Variable Portfolio – Managed Volatility Conservative Fund    May 1, 2018
Variable Portfolio – Managed Volatility Conservative Growth Fund    May 1, 2018
Variable Portfolio – Managed Volatility Growth Fund    May 1, 2018
Variable Portfolio – U.S. Flexible Conservative Growth Fund    May 1, 2018
Variable Portfolio – U.S. Flexible Growth Fund    May 1, 2018
Variable Portfolio – U.S. Flexible Moderate Growth Fund    May 1, 2018

Columbia Funds Variable Series Trust II

 

Fund

  

Effective Date

Columbia Variable Portfolio – Balanced Fund    May 1, 2018
Columbia Variable Portfolio – Commodity Strategy Fund    May 1, 2018
Columbia Variable Portfolio – Core Equity Fund    May 1, 2018
Columbia Variable Portfolio – Disciplined Core Fund    May 1, 2018


Fund

  

Effective Date

Columbia Variable Portfolio – Dividend Opportunity Fund    May 1, 2018
Columbia Variable Portfolio – Emerging Markets Bond Fund    May 1, 2018
Columbia Variable Portfolio – Emerging Markets Fund    May 1, 2018
Columbia Variable Portfolio – Global Strategic Income Fund    May 1, 2018
Columbia Variable Portfolio – Government Money Market Fund    May 1, 2018
Columbia Variable Portfolio – High Yield Bond Fund    May 1, 2018
Columbia Variable Portfolio – Income Opportunities Fund    May 1, 2018
Columbia Variable Portfolio – Intermediate Bond Fund    May 1, 2018
Columbia Variable Portfolio – Large Cap Growth Fund    May 1, 2018
Columbia Variable Portfolio – Large Cap Index Fund    May 1, 2018
Columbia Variable Portfolio – Limited Duration Credit Fund    May 1, 2018
Columbia Variable Portfolio – Mid Cap Growth Fund    May 1, 2018
Columbia Variable Portfolio – Overseas Core Fund    May 1, 2018
Columbia Variable Portfolio – Select Large Cap Equity Fund    May 1, 2018
Columbia Variable Portfolio – Select Large Cap Value Fund    May 1, 2018
Columbia Variable Portfolio – Select Small Cap Value Fund    May 1, 2018
Columbia Variable Portfolio – Seligman Global Technology Fund    May 1, 2018
Columbia Variable Portfolio – U.S. Government Mortgage Fund    May 1, 2018
CTIVP® – American Century Diversified Bond Fund    May 1, 2018
CTIVP® – BlackRock Global Inflation-Protected Securities Fund    May 1, 2018
CTIVP® – CenterSquare Real Estate Fund    May 1, 2018
CTIVP® – Loomis Sayles Growth Fund    May 1, 2018
CTIVP® – MFS® Value Fund    May 1, 2018
CTIVP® – Morgan Stanley Advantage Fund    May 1, 2018
CTIVP® – T. Rowe Price Large Cap Value Fund    May 1, 2018
CTIVP® – TCW Core Plus Bond Fund    May 1, 2018
CTIVP® – Victory Sycamore Established Value Fund    May 1, 2018
CTIVP® – Wells Fargo Short Duration Government Fund    May 1, 2018
CTIVP® – Westfield Mid Cap Growth Fund    May 1, 2018
Variable Portfolio – Aggressive Portfolio    May 1, 2018
Variable Portfolio – Conservative Portfolio    May 1, 2018
Variable Portfolio – Managed Volatility Moderate Growth Fund    May 1, 2018
Variable Portfolio – Moderate Portfolio    May 1, 2018
Variable Portfolio – Moderately Aggressive Portfolio    May 1, 2018
Variable Portfolio – Moderately Conservative Portfolio    May 1, 2018
Variable Portfolio – Partners Core Bond Fund    May 1, 2018
Variable Portfolio – Partners Core Equity Fund    May 1, 2018
Variable Portfolio – Partners International Core Equity Fund    May 1, 2018
Variable Portfolio – Partners International Growth Fund    May 1, 2018
Variable Portfolio – Partners International Value Fund    May 1, 2018
Variable Portfolio – Partners Small Cap Growth Fund    May 1, 2018
Variable Portfolio – Partners Small Cap Value Fund    May 1, 2018

Tri-Continental Corporation

 

Fund

  

Effective Date

Tri-Continental Corporation    May 1, 2018


Columbia Seligman Premium Technology Growth Fund, Inc.

 

Fund

  

Effective Date

Columbia Seligman Premium Technology Growth Fund, Inc.    September 1, 2018


SCHEDULE B – Lending Funds

Except as otherwise indicated below, for each Fund, the Master Agreement was effective as of the date set forth on Schedule B.

TRI-CONTINENTAL CORPORATION

COLUMBIA SELIGMAN TECHNOLOGY GROWTH FUND

AND

COLUMBIA FUNDS SERIES TRUST

COLUMBIA FUNDS SERIES TRUST I

COLUMBIA FUNDS SERIES TRUST II

COLUMBIA FUNDS VARIABLE INSURANCE TRUST

COLUMBIA FUNDS VARIABLE SERIES TRUST II

ON BEHALF OF EACH OF ITS SERIES LISTED ON SCHEDULE B

 

By:   /s/ Michael G. Clarke
Name:   Michael G. Clarke

Title: Vice President, Head of North American Operations and

Co-Head of Global Operations

COLUMBIA MANAGEMENT INVESTMENT ADVISERS, LLC

 

By:   /s/ Ryan C. Larrenaga
Name:   Ryan C. Larrenaga
Title:   Vice President

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form N-1A of Columbia Funds Series Trust I of our reports dated May 20, 2021, relating to the financial statements and financial highlights, which appear in the Annual Reports on Form N-CSR of the funds indicated in Appendix A for the year ended March 31, 2021. We also consent to the references to us under the headings “Financial Highlights”, “Independent Registered Public Accounting Firm”, and “Organization and Management of Wholly-Owned Subsidiaries” in such Registration Statement.

/s/PricewaterhouseCoopers LLP

Minneapolis, Minnesota

July 27, 2021


Appendix A

Columbia Fund Series Trust I

Columbia Select Large Cap Growth Fund

Multi-Manager Growth Strategies Fund

Columbia Solutions Aggressive Portfolio

Columbia Solutions Conservative Portfolio

Columbia Adaptive Retirement 2020 Fund

Columbia Adaptive Retirement 2030 Fund

Columbia Adaptive Retirement 2040 Fund

Columbia Adaptive Retirement 2050 Fund

Columbia Adaptive Retirement 2060 Fund

Columbia Adaptive Retirement 2025 Fund

Columbia Adaptive Retirement 2035 Fund

Columbia Adaptive Retirement 2045 Fund

Columbia Adaptive Retirement 2055 Fund

 

2

Distribution Plan – CFST I and CFVIT

AMENDED AND RESTATED DISTRIBUTION PLAN

This Distribution Plan (the “Plan”) relating to the shares (collectively, the “Shares”) of the legal entities listed on Exhibits I through IV hereto (each a “Trust” and collectively, the “Trusts”), on behalf of each series thereof listed on the applicable exhibit (each a “Fund”), has been adopted by the trustees of the applicable Trust (the “Trustees”) in conformity with Rule 12b-1 under the Investment Company Act of 1940 (the “1940 Act”). The terms and conditions of this Plan shall apply with respect to each Trust on behalf of each Fund that is a series thereof.

Section 1. The Trust, on behalf of each Fund that is a series thereof, will pay to Columbia Management Investment Distributors, Inc. (“CMID”), or to such other person as may from time to time be engaged and appointed to act as the distributor of its Shares (each such person, including CMID, a “Distributor”), a fee (the “Distribution Fee”) at an aggregate annual rate not to exceed the percentage of the Fund’s average daily net assets attributable to such Shares set forth for such Fund on the applicable exhibit, as compensation for services rendered in connection with the sale of such Shares by the Distributor and related expenses incurred by the Distributor. Subject to such limit and subject to the provisions of Section 6 hereof, the Distribution Fee shall be as approved from time to time by (a) the Trustees and (b) the Disinterested Trustees (as defined below). The Distribution Fee shall be accrued daily and paid monthly or at such other intervals as the Trustees shall determine.

Each distribution agreement shall provide that the Distributor that is a party to such agreement will receive its Allocable Portion of the fee specified in such agreement. Unless and until a person other than CMID shall serve as a distributor of the Shares of any Trust, CMID’s “Allocable Portion” of the total Distribution Fee payable in respect of such Shares shall be 100%, and thereafter each Distributor’s Allocable Portion of the total Distribution Fee payable in respect of Shares of any Fund shall be the portion of the Distribution Fee attributable to (i) outstanding Shares of the Fund sold by the Distributor (“Commission Shares”), plus (ii) Shares of the Fund issued in connection with the exchange of Commission Shares of another Fund and/or Shares of the Fund issued in reinvestment of dividends or capital gain distributions in respect of Commission Shares of another Fund, plus (iii) Shares of the Fund issued in reinvestment of dividends or capital gain distributions in respect of Commission Shares of the Fund; provided that the mechanics of attributing the portion of the Distribution Fee for a Fund to particular Shares for purposes of calculating a Distributor’s Allocable Portion shall be as agreed by the Trust and the Distributor in light of systems capabilities for tracking the aging, exchange and reinvestment experience of Shares sold by the Distributor.

A Distributor will be deemed to have fully earned its Allocable Portion of the Distribution Fee payable in respect of Shares of a Trust upon the sale of the Commission Shares of the Trust taken into account in determining such Distributor’s Allocable Portion of such Distribution Fee.

The Distribution Fee shall be payable to the relevant Distributor or, with respect to such portion of the Distribution Fee as the Distributor may from time to time instruct, to the person or persons to whom such Distributor may from time to time instruct the Trust to make payments.


Section 2. Payments made to a Distributor pursuant to Section 1 may be used by the Distributor for any purpose, including (but not limited to) to compensate or reimburse the Distributor and any banks, broker/dealers or other financial institutions that have entered agreements with the Distributor in conformity with Section 8 (“Selling Agents”) for distribution or sales support services rendered, and related expenses incurred, for or on behalf of a Fund. The Distributor may pay all or any portion of the Distribution Fee to any Selling Agents (including, but not limited to, any affiliate of the Distributor) as commissions, asset-based sales charges or other compensation with respect to the sale of the Shares, and may retain all or any portion of the Distribution Fee as compensation for the Distributor’s services as agent for the distribution of Shares. All payments under this Distribution Plan are intended to qualify as “asset-based sales charges” as defined in Rule 2830 of the NASD Manual of the Financial Industry Regulatory Authority, Inc. (or any successor provision) as in effect from time to time. Notwithstanding anything contained herein to the contrary, no Fund or class of Shares shall make any payments under the Plan that exceed the maximum amounts payable under applicable rules of the Financial Industry Regulatory Authority, Inc.

Joint distribution or sales support financing with respect to a Fund (which financing may also involve other investment portfolios or companies that are affiliated persons of the Fund, or affiliated persons of the Distributor) shall be permitted in accordance with applicable regulations of the Securities and Exchange Commission as in effect from time to time.

For each Fund Share class, the shareholders of which have approved (or may be deemed to have approved because the plan was adopted before any public offering of such Fund’s Shares or the sale of such Shares to persons that are not affiliated persons of the Fund or affiliated persons of such persons) a distribution or servicing plan under Rule 12b-1 under the 1940 Act providing for payments in excess of the annual rate at which Distribution Fees are paid hereunder, to the extent any payments made by such Fund pursuant to a Shareholder Servicing Plan and/or Servicing Agreement are deemed to be payments for activity primarily intended to result in the sale of Shares, such payments shall be deemed to have been approved pursuant to this Plan.

Section 3. Any officer designated by a Trust is authorized to execute and deliver, in the name of and on behalf of the Trust, a written agreement with a Distributor in such a form as may be approved by the Trustees from time to time. Such agreement shall authorize the Distributor to enter into written agreements with Selling Agents, based on such form(s) of sales support agreements as may be approved by the Trustees from time to time and on such additional forms of agreement as the Distributor deems appropriate, provided that the Distributor determines that the Trust’s responsibility or liability to any person under, or on account of any acts or statements of any such Selling Agent under, any such sales support agreement does not exceed its responsibility or liability under the form(s) approved by the Trustees, and provided further that the Distributor determines that the overall terms of any such sales support agreement are not materially less advantageous to the Trust than the overall terms of the form(s) approved by the Trustees.

Section 4. Any person authorized to direct the disposition of monies paid or payable by the Trust pursuant to this Plan or any related agreement shall provide to the Trustees of the Trust, and the Trustees shall review, at least quarterly, a written report of the amounts so expended and the purposes for which such expenditures were made.

 

- 2 -


Section 5. This Plan shall continue in effect with respect to any class of Shares of a Fund for a period of more than one year only so long as such continuance is specifically approved at least annually by votes of a majority of the Trustees and a majority of the Disinterested Trustees (as defined below), cast in person at a meeting called for the purpose of voting on this Plan.

Section 6. This Plan may not be amended to increase materially the amount to be spent with respect to any class of Shares of a Fund for distribution hereunder without approval by a vote of at least a majority of the outstanding Shares of such class, and all material amendments of this Plan shall be approved in the manner provided for continuation of this Plan in Section 5.

Section 7. This Plan is terminable at any time with respect to any class of Shares of any Fund by vote of a majority of the Disinterested Trustees, or by vote of a majority of the outstanding Shares of such class.

Section 8. All agreements with any person relating to implementation of this Plan shall be in writing, and any agreement related to this Plan shall provide:

A. That such agreement may be terminated with respect to any class of Shares of a Fund at any time, without payment of any penalty, by vote of a majority of the Disinterested Trustees or by vote of a majority of the outstanding Shares of such class, on not more than 60 days’ written notice to any other party to the agreement; and

B. That such agreement shall terminate automatically in the event of its assignment.

Section 9. The Trust will preserve copies of this Plan, and any agreement or written report regarding this Plan presented to the Trustees, for a period of not less than six years.

Section 10. As used in this Plan, (a) the term “Disinterested Trustees” shall mean those Trustees who are not interested persons of the Trust, and have no direct or indirect financial interest in the operation of this Plan or any agreements related to it, and (b) the terms “assignment” and “interested person” shall have the respective meanings specified in the 1940 Act and the rules and regulations thereunder, and the term “majority of the outstanding Shares” of a class of Shares shall mean the lesser of the 67% or the 50% voting requirements specified in clauses (A) and (B), respectively, of the third sentence of Section 2(a)(42) of the 1940 Act, all subject to such exemptions as may be granted by the Securities and Exchange Commission.

Section 11. A copy of the Agreement and Declaration of Trust of each Trust is on file with the Secretary of The Commonwealth of Massachusetts. This Plan is adopted by the Trustees as Trustees of each Trust, and not individually, and the obligations of any Trust hereunder are not binding upon any of the Trustees, shareholders, officers, representatives or agents of the Trust personally, but bind only the assets of the Trust, and all persons dealing with the Trust, a Fund or a class of Shares thereof must look solely to the property belonging to the Trust, such Fund or such class of Shares, respectively, for the enforcement of any claims against the Trust, such Fund or such class of Shares.

 

- 3 -


Approved:    May 11, 2005
Revised:   

March 27, 2006 (to reflect fund reorganizations and distributor name change)

October 11, 2006 (to reflect fund reorganizations)

December 12, 2007 (to reflect newly formed funds)

October 28, 2008 (to reflect newly formed funds and other changes)

April 20, 2010 (to reflect change of Distributor)

September 7, 2010 (to reflect new share classes)

March 14, 2012 (to reflect fund reorganizations, fund name changes and share class name changes, to add new funds and to establish “standard” distribution fee arrangements to be applicable to new funds except as the Trustees may otherwise determine)

March 10, 2014 (to reflect newly formed fund and fund name changes)

May 1, 2016 (to reflect fund name changes)

August 17, 2016 (to add the newly formed Active Portfolios® Multi-Manager Directional Alternatives Fund)

January 25, 2017 (to reflect the addition of new Class T shares)

June 14, 2017 (to reflect Class W redesignation)

July 18, 2017 (to remove references to Class B and Class F following the conversion of all remaining Class B shares to Class A shares and all remaining Class F shares to Class E shares on July 17, 2017)

March 7, 2018 (to reflect newly formed Multi-Manager International Equity Strategies Fund)

December 13, 2018 (to add Class A of Columbia Ultra Short Term Bond Fund)

December 15, 2018 (to reflect Class T merger (into Class A))

June 12, 2019 (updated fund name)

August 7, 2019 (to add Multisector Bond SMA Completion Portfolio and Overseas SMA Completion Portfolio)

June 15, 2021 (to reflect reduction in fees for certain funds)

 

- 4 -


Distribution Plan – CFST I and CFVIT

EXHIBIT I

I. List of Funds

 

Trust

 

Series

Columbia Funds Series Trust I   All series other than those noted on Exhibits II, IV, V and VI

II. Fees

Fees are payable as follows with respect to the Funds listed above.

 

  A.

PLANS APPLYING TO CLASS A AND C SHARES

Each Fund having Class A or C shares shall pay a distribution fee at the annual rate of 0.75% of the average daily net assets of its Class C shares.

 

  B.

PLANS APPLYING TO OTHER CLASSES OF SHARES

CLASS R SHARES. Class R shares shall pay a distribution fee at the annual rate of 0.50% of the average daily net assets of its Class R shares.


EXHIBIT II

I. List of Funds

 

Trust

 

Series

Columbia Funds Series Trust I   Columbia Intermediate Bond Fund
  Columbia High Yield Municipal Fund
  Columbia Dividend Income Fund
  Columbia Large Cap Growth Fund
  Columbia Small Cap Core Fund
  Columbia Ultra Short Term Bond Fund

II. Fees

Fees are payable as follows with respect to the Funds listed above.

 

  A.

PLANS APPLYING TO CLASS A AND C SHARES

Each Fund having Class A or C shares (other than Columbia High Yield Municipal Fund and Columbia Ultra Short Term Bond Fund) shall pay a distribution fee at the annual rate of 0.10% of the average daily net assets of its Class A shares and 0.75% of the average daily net assets of its Class C shares.

Columbia High Yield Municipal Fund Class C shares shall pay a distribution fee at the annual rate of 0.75% of the average daily net assets of its Class C shares. Effective October 1, 2021, Columbia High Yield Municipal Fund Class C shares shall pay a distribution fee at the annual rate of 0.60% of the average daily net assets of its Class C shares.

Columbia Ultra Short Term Bond Fund Class A shares shall pay a distribution fee at the annual rate of 0.15% of the average daily net assets of such shares, provided that the Fund’s combined distribution fee and servicing fee for Class A shares shall not exceed 0.15% of the average daily net assets of such shares.

 

  B.

PLANS APPLYING TO OTHER CLASSES OF SHARES

COLUMBIA LARGE CAP GROWTH FUND

CLASS E SHARES. Class E shares shall pay a distribution fee at the annual rate of 0.10% of the average daily net assets of its Class E shares.

COLUMBIA DIVIDEND INCOME FUND

COLUMBIA INTERMEDIATE BOND FUND

COLUMBIA LARGE CAP GROWTH FUND

CLASS R SHARES. Class R shares shall pay a distribution fee at the annual rate of 0.50% of the average daily net assets of its Class R shares.


EXHIBIT III

I. List of Funds

 

Trust

  

Series

Columbia Funds Variable Insurance Trust    All series

II. Fees

Fees are payable as follows with respect to the Funds listed above.

Each Fund having Class 2 shares shall pay a distribution fee at the annual rate of 0.25% of the average daily net assets of its Class 2 shares.

Each Fund having Class 3 shares shall pay a distribution fee at the annual rate of 0.125% of the average daily net assets of its Class 3 shares, provided that the Fund’s combined distribution fee and servicing fee shall not exceed 0.125% of the average daily net assets of its Class 3 shares.


EXHIBIT IV

I. List of Funds

 

Trust

  

Series

Columbia Funds Series Trust I   

Columbia Balanced Fund

Columbia Contrarian Core Fund

Columbia Global Dividend Opportunity Fund

Columbia Global Technology Growth Fund

Columbia Mid Cap Growth Fund

Columbia Oregon Intermediate Municipal Bond Fund

Columbia Real Estate Equity Fund

Columbia Small Cap Growth Fund I

II. Fees

Fees are payable as follows with respect to the Funds listed above.

Class A:

For all Funds except Columbia Global Dividend Opportunity Fund: 0.10% distribution fee

Class A:

For Columbia Global Dividend Opportunity Fund: 0.00% distribution fee

Class C:

For all Funds except Columbia Oregon Intermediate Municipal Bond Fund 0.75% distribution fee

Class C:

For Columbia Oregon Intermediate Municipal Bond Fund 0.75% distribution fee. Effective December 1, 2021, 0.45% distribution fee

Class R:

0.50% distribution fee


EXHIBIT V

I. List of Funds

 

Trust

 

Series

Columbia Funds Series Trust I  

Multisector Bond SMA Completion Portfolio

Overseas SMA Completion Portfolio

II. Fees

Fees are payable as follows with respect to the Funds listed above.

Shares of Multisector Bond SMA Completion Portfolio and Overseas SMA Completion Portfolio:

The Service Fee shall be an annual rate not to exceed 0.25% of the average daily net assets attributable to shares of the Fund, provided, that the Fund’s combined Service Fee and distribution fee shall not exceed 0.25% of the average daily net assets of such Fund.


EXHIBIT VI

I. List of Funds

 

Trust

 

Series

Columbia Funds Series Trust I  

Columbia Connecticut Intermediate Municipal Bond Fund

Columbia Corporate Income Fund

Columbia Intermediate Municipal Bond Fund

Columbia Massachusetts Intermediate Municipal Bond Fund

Columbia New York Intermediate Municipal Bond Fund

Columbia Strategic California Municipal Income Fund

Columbia Strategic New York Municipal Income Fund

Columbia Tax-Exempt Fund

Columbia U.S. Treasury Index Fund

II. Fees

Fees are payable as follows with respect to the Funds listed above.

Class C:

For all Funds: 0.75% distribution fee

Class C:

For Columbia Intermediate Municipal Bond Fund 0.65% distribution fee and effective March 1, 2022, 0.60% distribution fee

Effective on the dates noted below, the distribution will change to:

 

Fund

   Date    Fee

Columbia Connecticut Intermediate Municipal Bond Fund

   March 1, 2022    0.45%

Columbia Corporate Income Fund

   September 1, 2021    0.55%

Columbia Massachusetts Intermediate Municipal Bond Fund

   March 1, 2022    0.45%

Columbia New York Intermediate Municipal Bond Fund

   March 1, 2022    0.45%

Columbia Strategic California Municipal Income Fund

   March 1, 2022    0.45%

Columbia Strategic New York Municipal Income Fund

   March 1, 2022    0.45%

Columbia Tax-Exempt Fund

   December 1, 2021    0.60%

Columbia U.S. Treasury Index Fund

   September 1, 2021    0.65%

AMENDED AND RESTATED SHAREHOLDER SERVICING PLAN

This Shareholder Servicing Plan (the “Plan”) relating to the shares (collectively, the “Shares”) of Columbia Funds Series Trust I (the “Trust”), on behalf of each series thereof listed on Exhibit I hereto (each a “Fund”), has been adopted by the trustees of the Trust (the “Trustees”). The terms and conditions of this Plan shall apply with respect to the Trust on behalf of each Fund.

Section 1. The Trust, on behalf of each Fund, will pay to the Distributor (as defined below) and such persons as may from time to time be engaged and appointed by the Trust or the Distributor to act as a shareholder servicing agent with respect to its Shares, a fee (the “Service Fee”) as compensation for the provision of personal services provided to investors in the Shares and/or the maintenance of shareholder accounts, at an aggregate annual rate not to exceed the percentage of the Fund’s average daily net assets attributable to such Shares set forth for such Fund on Exhibit II hereto. Subject to such limit and subject to the provisions of Section 6 hereof, the Service Fee shall be as approved from time to time by (a) the Trustees and (b) the Disinterested Trustees (as defined below). The Service Fee shall be accrued daily and paid monthly or at such other intervals as the Trustees shall determine. All payments under this Service Plan are intended to qualify as “service fees” as defined in Rule 2830 of the NASD Manual of the Financial Industry Regulatory Authority (“FINRA”).

Section 2. The Service Fee may be used by the Distributor, or any other recipient, for any purpose, including but not limited to (i) payment of expenses (including overhead expenses) of the Distributor or such other recipient for providing personal services to investors in the Fund and/or in connection with the maintenance of shareholder accounts, or (ii) payments made (or directed to be made) by the Distributor to any securities dealer or other organization (including, but not limited to, any affiliate of the Distributor) with which the Distributor has entered into a written agreement for this purpose, for providing personal services to investors in the Fund and/or the maintenance of shareholder accounts. The Service Fee may be in excess of the cost incurred by the Distributor or any other recipient in connection with the provision of personal services to investors in the Shares and/or the maintenance of shareholder accounts.

Section 3. Any officer designated by the Trust is authorized to execute and deliver, in the name of and on behalf of the Trust, a written agreement with the Distributor and one or more shareholder servicing agents in such a form as may be approved by the Trustees from time to time and on such additional forms of agreement as such officer deems appropriate, provided that the officer determines that the Trust’s responsibility or liability to any person under, or on account of any acts or statements of any such shareholder servicing agent under, any such shareholder servicing agreement does not exceed its responsibility or liability under the form(s) approved by the Trustees, and provided further that such officer determines that the overall terms of any such shareholder servicing agreement are not materially less advantageous to the Trust than the overall terms of the form(s) approved by the Trustees. In addition, the Trust may, pursuant to an agreement with the Distributor, authorize the Distributor to enter into agreements on behalf of the Trust with one or more shareholder servicing agents in such a form as may be approved by the Trustees from time to time and on such additional forms of agreement as the Distributor deems appropriate, provided that the Distributor determines that the Trust’s


responsibility or liability to any person under, or on account of any acts or statements of any such shareholder servicing agent under, any such shareholder servicing agreement does not exceed its responsibility or liability under the form(s) approved by the Trustees, and provided further that the Distributor determines that the overall terms of any such shareholder servicing agreement are not materially less advantageous to the Trust than the overall terms of the form(s) approved by the Trustees.

Section 4. Any person authorized to direct the disposition of monies paid or payable by the Trust pursuant to this Plan or any related agreement shall provide to the Trustees of the Trust, and the Trustees shall review, at least quarterly, a written report of the amounts so expended and the purposes for which such expenditures were made.

Section 5. This Plan shall continue in effect with respect to any class of Shares of a Fund for a period of more than one year only so long as such continuance is specifically approved at least annually by votes of the majority (or whatever other percentage may, from time to time, be required by Section 12(b) of the Investment Company Act of 1940, as amended (the “Act”), or the rules and regulations thereunder) of the Trustees and a majority of the Disinterested Trustees (as defined below), cast in person at a meeting called for the purpose of voting on this Plan.

Section 6. This Plan may not be amended to increase materially the amount of expenses permitted to be sent with respect to any class of Shares of a Fund pursuant to Section 1 hereof without approval by a vote of at least a majority of the outstanding Shares of such class, and all material amendments of this Plan shall be approved in the manner provided for continuation of this Plan in Section 5.

Section 7. This Plan is terminable at any time with respect to any class of Shares by vote of a majority of the Disinterested Trustees, or by vote of a majority of the outstanding Shares of such class.

Section 8. All agreements with any person relating to implementation of this Plan shall be in writing, and any agreement related to this Plan shall provide:

A. That such agreement may be terminated with respect to any class of Shares of a Fund at any time, without payment of any penalty, by vote of a majority of the Disinterested Trustees or by vote of a majority of the outstanding Shares of the Fund, on not more than 60 days’ written notice to any other party to the agreement; and

B. That such agreement shall terminate automatically in the event of its assignment.

Section 9. The Trust will preserve copies of this Plan, any agreements, and any written reports regarding this Plan presented to the Trustees for a period of not less than six years.

Section 10. As used in this Plan, (a) the term “Disinterested Trustees” shall mean those Trustees who are not interested persons of the Trust, and have no direct or indirect financial interest in the operation of this Plan or any agreements related to it, and (b) the terms


“assignment” and “interested person” shall have the respective meanings specified in the Act and the rules and regulations thereunder, and the term “majority of the outstanding Shares of the Fund” shall mean the lesser of the 67% or the 50% voting requirements specified in clauses (A) and (B), respectively, of the third sentence of Section 2(a)(42) of the Act, all subject to such exemptions as may be granted by the Securities and Exchange Commission, and (c) the term “Distributor” shall mean Columbia Management Investment Distributors, Inc. or such other person(s) as may from time to time be appointed to serve as a principal underwriter of a Fund pursuant to Section 15(b) of the 1940 Act.

Section 11. A copy of the Agreement and Declaration of Trust of the Trust is on file with the Secretary of The Commonwealth of Massachusetts. This Plan is adopted by the Trustees as Trustees of the Trust, and not individually, and the obligations of the Trust hereunder are not binding upon any of the Trustees, shareholders, officers, representatives or agents of the Trust personally, but bind only the assets of the Trust, and all persons dealing with the Trust or a Fund or a class of Shares thereof must look solely to the property belonging to the Trust, such Fund or such class of Shares, respectively, for the enforcement of any claims against the Trust, such Fund or such class of Shares.

 

Approved as of:   September 7, 2010
Revised:  

March 14, 2012 (to reflect fund reorganizations, fund name changes and share class name changes and to add new funds)

March 10, 2014 (to reflect name change and add new fund)

December 19, 2014 (to add new funds)

March 4, 2015 (to add new funds)

June 6, 2015 (to add a new fund)

May 1, 2016 (to reflect name changes)

August 17, 2016 (to reflect fund liquidation, fund name change and to add a new fund)

January 25, 2017 (to reflect the addition of new Class T shares)

June 14, 2017 to reflect Class W redesignation

March 7, 2018 (to update fund name change and to add a new fund)

December 13, 2018 (to add Class A of Ultra Short Term Bond Fund)

December 15, 2018 (to reflect Class T merger (into Class A))

June 12, 2019 (to update fund name change)

August 7, 2019 (to add Multisector Bond SMA Completion Portfolio and Overseas SMA Completion Portfolio)

July 10, 2020 (to update fund list)

June 15, 2021 (to reflect reduction in fees for certain funds)


EXHIBIT I

FUNDS

Columbia Adaptive Risk Allocation Fund

Columbia Balanced Fund

Columbia Bond Fund

Columbia Connecticut Intermediate Municipal Bond Fund

Columbia Contrarian Core Fund

Columbia Corporate Income Fund

Columbia Dividend Income Fund

Columbia Emerging Markets Fund

Columbia Global Technology Growth Fund

Columbia Greater China Fund

Columbia High Yield Municipal Fund

Columbia Intermediate Municipal Bond Fund

Columbia International Dividend Income Fund

Columbia Large Cap Growth Fund

Columbia Massachusetts Intermediate Municipal Bond Fund

Columbia Mid Cap Growth Fund

Columbia Multi Strategy Alternatives Fund

Columbia New York Intermediate Municipal Bond Fund

Columbia Oregon Intermediate Municipal Bond Fund

Columbia Real Estate Equity Fund

Columbia Select Large Cap Growth Fund

Columbia Small Cap Growth Fund

Columbia Small Cap Value Fund I

Columbia Strategic California Municipal Income Fund

Columbia Strategic Income Fund

Columbia Strategic New York Municipal Income Fund

Columbia Tax-Exempt Fund

Columbia Total Return Bond Fund

Columbia U.S. Social Bond Fund

Columbia U.S. Treasury Index Fund

Columbia Ultra Short Term Bond Fund

Multi-Manager Alternative Strategies Fund

Multi-Manager Directional Alternative Strategies Fund

Multi-Manager Growth Strategies Fund

Multi-Manager International Equity Strategies Fund

Multi-Manager Small Cap Equity Strategies Fund

Multi-Manager Total Return Bond Strategies Fund

Multisector Bond SMA Completion Portfolio

Overseas SMA Completion Portfolio


EXHIBIT II

COMPENSATION

Classes A, C and E Shares of a Columbia Fund except as otherwise specifically identified below:

The Service Fee shall be, with respect to each applicable Fund, an annual rate not to exceed

0.25% of the average daily net assets of such Share classes, other than Shares with respect to which the Fund is paying a shareholder servicing fee directly to a third party. The Service Fee shall be accrued daily and paid monthly in arrears.

Classes A and C of Columbia High Yield Municipal Fund, Columbia Intermediate Municipal Bond Fund and Columbia Tax-Exempt Fund:

The Service Fee shall be, with respect to each applicable Fund, an annual rate not to exceed 0.20% of the average daily net assets of such Share classes, other than Shares with respect to which the Fund is paying a shareholder servicing fee directly to a third party. The Service Fee shall be accrued daily and paid monthly in arrears.

Class A of Columbia Strategic California Municipal Income Fund and Columbia Strategic New York Municipal Income Fund:

The Service Fee shall be an annual rate not to exceed 0.10% of the average daily net assets attributable to Shares issued prior to December 1, 1994, and an annual rate not to exceed 0.25%* of the average daily net assets attributable to Shares issued thereafter, other than Shares with respect to which the Fund is paying a shareholder servicing fee directly to a third party. The Service Fee shall be accrued daily and paid monthly in arrears.

* Effective March 1, 2022, for Columbia Strategic California Municipal Income Fund, an annual rate not to exceed 0.20% of the average daily net assets attributable to Shares issued after December 1, 1994.

Class A of Columbia Strategic Income Fund:

The Service Fee shall be an annual rate not to exceed 0.15% of the average daily net assets attributable to Shares issued prior to January 1, 1993, and an annual rate not to exceed 0.25% of the average daily net assets attributable to Shares issued thereafter, other than Shares with respect to which the Fund is paying a shareholder servicing fee directly to a third party. The Service Fee shall be accrued daily and paid monthly in arrears.

Class A and Class C of Columbia U.S. Treasury Index Fund:

Effective September 1, 2021, The Service Fee shall be an annual rate not to exceed 0.15% of the average daily net assets of such Share classes, other than Shares with respect to which the Fund is paying a shareholder servicing fee directly to a third party. The Service Fee shall be accrued daily and paid monthly in arrears.

Shares of Multisector Bond SMA Completion Portfolio and Overseas SMA Completion Portfolio:

The Service Fee shall be an annual rate not to exceed 0.25% of the average daily net assets attributable to shares of the Fund, provided, that the Fund’s combined Service Fee and distribution fee shall not exceed 0.25% of the average daily net assets of such Fund.


Class A of Columbia Ultra Short Term Bond Fund:

The Service Fee shall be an annual rate not to exceed 0.15% of the average daily net assets attributable to such shares, provided, that the Fund’s combined Service Fee and distribution fee shall not exceed 0.15% of the average daily net assets attributable to such shares.

SCHEDULE I

Effective June 15, 2021

COMPENSATION

Equity Funds

Columbia Dividend Income Fund

Columbia Contrarian Core Fund

Columbia Large Cap Growth Fund

Columbia Mid Cap Growth

Bond Funds

Columbia Connecticut Intermediate Muni Bond Fund

Columbia Intermediate Municipal Bond Fund

Columbia Massachusetts Intermediate Municipal Bond Fund

Columbia New York Intermediate Municipal Bond Fund

Columbia Bond Fund

FEE RATE

With respect to each Equity Fund above, the fee with respect to Class V Shares (formerly Class T Shares) shall be an aggregate annual rate of not more than 0.25% of the Fund’s average daily net assets attributable to Class V Shares for shareholder liaison services and administrative support services; provided that the fee rate for Columbia Contrarian Core Fund and Columbia Mid Cap Growth Fund shall be 0.30% until January 1, 2015; and provided, further, that the fee rate for Columbia Large Cap Growth Fund shall be 0.30% until December 1, 2014.

With respect to each Bond Fund above, the fee with respect to Class V Shares shall be an aggregate annual rate of not more than 0.15% of the Fund’s average daily net assets attributable to Class V Shares for shareholder liaison services and administrative support services.


IN WITNESS THEREOF, the parties hereto have executed the foregoing Schedule I as of June 15, 2021.

 

COLUMBIA FUNDS SERIES TRUST I
By:  

/s/ Daniel J. Beckman

Name:   Daniel J. Beckman
Title:   President
COLUMBIA MANAGEMENT INVESTMENT DISTRIBUTORS, INC.
By:  

/s/ Scott E. Couto

Name:   Scott E. Couto
Title:   President

COLUMBIA FUNDS SERIES TRUST

COLUMBIA FUNDS SERIES TRUST I

As of June 15, 2021

Columbia Management Investment Distributors, Inc.

225 Franklin Street

Boston, MA 02110

Attn: President

 

  Re:

Restated Schedule I to Shareholder Servicing Plan Implementation Agreement

Dear Sir:

Reference is made to that certain Shareholder Servicing Plan Implementation Agreement by and among Columbia Funds Series Trust and Columbia Funds Series Trust I and Columbia Management Investment Distributors, Inc. effective on May 1, 2010 (the “Agreement”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Agreement.

Schedule I to the Agreement is hereby replaced by Schedule I hereto effective as of the date set forth above.

Very truly yours,

 

COLUMBIA FUNDS SERIES TRUST
COLUMBIA FUNDS SERIES TRUST I each on behalf of its respective Funds
By:   /s/ Daniel J. Beckman
  Name: Daniel J. Beckman
  Title: President

Accepted and Agreed to:

COLUMBIA MANAGEMENT INVESTMENT DISTRIBUTORS, INC.

 

By:   /s/ Scott E. Couto
  Name: Scott E. Couto
  Title: President


SCHEDULE I

COMPENSATION

Classes A,1 C and E Shares of a Columbia Fund except as otherwise specifically identified below:

The Servicing Fee shall be, with respect to each applicable Fund, an annual rate not to exceed 0.25% of the average daily net assets of such Fund Share classes, other than Shares with respect to which the Fund is paying a shareholder servicing fee directly to a third party. The Servicing Fee shall be accrued daily and paid monthly in arrears.

For Class A Shares of Columbia Balanced Fund, Columbia Contrarian Core Fund, Columbia Dividend Income Fund, Columbia Global Technology Growth Fund, Columbia Oregon Intermediate Municipal Bond Fund, Columbia Large Cap Growth Fund, Columbia Mid Cap Growth Fund, Columbia Real Estate Equity Fund, Columbia Small Cap Growth Fund and Columbia Total Return Bond Fund, each a series of Columbia Funds Series Trust I, the Board of Trustees of Columbia Funds Series Trust I limits total payments for distribution and service fees for each applicable Fund to 0.25% of such Fund’s average daily net assets attributable to Class A Shares, and therefore any amounts payable by Class A Shares of such Fund pursuant to Columbia Funds Series Trust I’s Distribution Plan shall directly reduce the maximum allowable rate of the Servicing Fee. For example, payment of a 0.10% distribution fee would reduce the maximum allowable rate of the Servicing Fee to 0.15%.

Classes A and C of Columbia Intermediate Municipal Bond Fund, Columbia Tax-Exempt Fund and Columbia High Yield Municipal Fund:

The Servicing Fee shall be, with respect to each applicable Fund, an annual rate not to exceed 0.20% of the average daily net assets of such Fund Share classes, other than Shares with respect to which the Fund is paying a shareholder servicing fee directly to a third party. The Servicing Fee shall be accrued daily and paid monthly in arrears.

Shares of Multisector Bond SMA Completion Portfolio and Overseas SMA Completion Portfolio:

The Service Fee shall be an annual rate not to exceed 0.25% of the average daily net assets attributable to shares of the Fund, provided, that the Fund’s combined Service Fee and distribution fee shall not exceed 0.25% of the average daily net assets of such Fund.

 

 

1 

Class A Shares of each Fund that is a series of Columbia Funds Series Trust have a combined shareholder servicing and distribution plan pursuant to which the aggregate annual fee rate listed above represents total compensation for services rendered in connection with (i) the sale of such Shares; (ii) the personal services and/or the maintenance of shareholder accounts holding such Shares; or (iii) any combination thereof.

LOGO

 

LOGO

Code of Ethics

Rev. March 24, 2021

 

            Los Angeles Capital Management LLC

 

 


 Table of Contents

 

Definitions

     3  

Introduction

     5  

Scope of the Code

     5  

General Principles

     5  

Standards of Business Conduct

     6  

    A. 

   Conflicts of Interest      6  

    B.

   Outside Business Interest      7  

    C.

   Disciplinary Events      7  

    D.

   Prohibited Activities      7  

Gifts and Entertainment

     8  

    A.

   Limits to Gifts and Entertainment Received by Employees      8  

    B.

   Limits to Gifts and Entertainment Given by Employees      8  

    C.

   Broker/Dealer Entertainment      9  

    D.

   Pre-Clearing and Reporting Gifts and Entertainment      9  

Personal Trading Policy

     9  

    A.

   Scope of Personal Trading Policy      9  

    B.

   Personal Trading Procedures      10  

    C.

   Confidentiality      13  

Code of Ethics Certifications

     13  

Administration and Enforcement of Code

     14  

    A.

   Annual Review      14  

    B.

   Recordkeeping      14  

    C.

   Violations of the Code      14  

Whistleblower Policy

     15  

Appendix A: Account Disclosure Matrix

     17  

Appendix B: Code of Ethics Pre-Clearance Matrix

     18  

Appendix C: Account Statement Requirements

     19  

 

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Definitions

Access Persons. Any Supervised Person who has access to non-public information regarding any clients’ purchase or sale of securities, or non-public information regarding the portfolio holdings of a Reportable Fund; or who is involved in the investment decision making process for a client, or who has access to such investment decisions for a client. All directors, officers, and partners are presumed to be Access Persons as the Firm’s primary business is providing investment advice. Each employee of the Firm is considered an Access Person unless otherwise exempted by Los Angeles Capital’s Approving Officers.

Approving Officers. Chief Compliance Officer in conjunction with any of the following: Counsel, CEO, or Chairman.

Automatic Investment Plan. A program in which regular periodic purchases or withdrawals are made automatically in to or from Investment Accounts in accordance with a pre-determined schedule and allocation. An Automatic Investment Plan includes a dividend reinvestment plan.

Beneficial Ownership. Generally speaking, encompasses those situations where the beneficial owner has the right to enjoy some economic benefit from the ownership of the security or can obtain ownership of the securities immediately or within 60 days, or can vote or dispose of the securities. A person is normally regarded as the beneficial owner of securities held in the name of his or her spouse or minor children living in his or her household.

Closed End Fund. A fund which does not continuously offer their shares for sale, but rather, sells a fixed number of shares at one time (in an Initial Public Offering), after which the shares typically trade on a secondary market. The price is determined by the market and may be greater or less than the shares’ net asset value.

Compliance System. Third-party compliance software used by Los Angeles Capital to record certifications and monitor activities including, but not limited, to employee and/or Access Persons’ personal trading, conflicts of interest, outside business interests, gifts and entertainment, etc.

Foreign Official. Includes governmental officials, political party leaders, candidates for office, employees of state owned enterprises (such as state owned banks or pension plans), and relatives or agents of such persons if a payment is made to such relative or agent of a Foreign Official with the knowledge or intent that it ultimately would benefit the Foreign Official.

Initial Public Offering (IPO). An offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before registration, was not subject to the reporting requirements of sections 13 and 15 of the Securities Exchange Act of 1934.

Investment Account. An Investment Account is considered any personal brokerage account or retirement account capable of holding a security and where the Access Person has Beneficial Ownership or direct or indirect influence or control.

Limited Offering. An offering made to a few, select individuals that is exempt from registration under the Securities Act of 1933 (e.g., hedge funds, private placements, etc.).

Non-Discretionary Account. An account over which the Access Person has no direct or indirect influence or control.

Outside Business Interest. Any significant business interest in, or an outside position with, an entity not owned by the Firm.


 

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Outside Entity. Any entity (including non-profits) unaffiliated with the Firm, whether publicly or privately held. This may also include unincorporated businesses or self-employment, including family or private businesses. An Outside Entity does NOT include local community organizations such as local churches, homeowners associations, clubs, or local charities.

Reportable Fund. Any fund for which Los Angeles Capital serves as an investment adviser or sub-adviser.

Reportable Security. Any security as defined in Section 202(a)(18) of the Act, except that it does NOT include: (i) direct obligations of the Government of the United States; (ii) Bankers’ acceptances, back certificates of deposit, commercial paper and high quality short term debt instruments, including repurchase agreements, (iii) shares issued by money market funds; (iv) Shares issued by open-end funds other than Reportable Funds; and (v) Shares issued by unit investment trusts that are invested exclusively in one or more open-end funds, none of which are Reportable Funds.

Supervised Person. Director, officer, partner, or other person occupying similar status or performing similar functions, an employee of the Firm, and any other person who provides advice on behalf of the adviser and is subject to the adviser’s supervision and control.


 

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Introduction

This Code of Ethics (“the Code”) establishes the rules of conduct for Los Angeles Capital Management LLC (“Los Angeles Capital”) and LACM Global, Ltd. (together, with Los Angeles Capital “the Firm”) under Section 204 and Rule 204A-1 of the Investment Advisers Act of 1940, Rule 17j-1 of the Investment Company Act of 1940, and the Financial Conduct Authority Principles for Business and Conduct of Business.

Scope of the Code

The Code applies to all employees, directors, and officers of the Firm with the exception of the Personal Trading Policy section. The Personal Trading Policy section only applies to individuals that are deemed to be Access Persons.

General Principles

The Firm acts as a fiduciary to its clients and investors (“clients”) and therefore has an affirmative duty of care, loyalty, honesty, and good faith to act in clients’ best interests. The Firm’s personnel have an obligation to uphold these duties. At a minimum, the Firm and its employees must conduct themselves in accordance with the following principles at all times:

 

  1.

You must place the interests of clients before yourself and the Firm;

  2.

You must conduct business with integrity;

  3.

You must act in a professional and ethical manner;

  4.

You have a duty to act with skill, competence, and diligence;

  5.

You have a duty to communicate with clients in a timely and accurate manner;

  6.

You must conduct all personal securities transactions in such a manner as to be consistent with the Code and to avoid any actual or potential conflict of interest or any abuse of an employee’s position of trust and responsibility;

  7.

You must adequately protect client assets;

  8.

You must take reasonable care to organize and control the Firm’s affairs responsibly and effectively, with adequate risk management;

  9.

You must adhere to the fundamental standard that investment advisory personnel not take inappropriate advantage of their positions;

  10.

You must adhere to the principle that information concerning the identity of security holdings and financial circumstance of clients is confidential;

  11.

Decisions affecting clients are to be made with the goal of providing suitable advice and equitable and fair treatment among clients;

  12.

Communications with clients or prospective clients should be candid and fulsome. They should be true and complete and not mislead or misrepresent. This applies to all marketing and promotional materials;

  13.

You must adhere to the principle that independence and objectivity in the investment decision making process is paramount; and

  14.

You must report any violations of the code to Los Angeles Capital’s Chief Compliance Officer (“CCO”). If it would not be appropriate to report to the CCO, then violations should be brought to the attention of Los Angeles Capital’s General Counsel.

All employees must comply with applicable federal securities laws and Firm policies issued from time to time, and, as an adviser the Firm and its employees are prohibited from the following:

 

  1.

Employing a device, scheme, or artifice that would defraud an investment advisory client;

  2.

Making to a client or potential client any untrue statement of a material fact or omitting a material fact necessary in order to make the statements made not misleading;

  3.

Engaging in any act, practice, or course of business which operates or would operate as a fraud or deceit upon a client;


 

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  4.

Engaging in a manipulative practice with respect to a client;

  5.

Engaging in any manipulative practice with respect to securities, including price manipulation, acting on or spreading false market rumors; or

  6.

Making use of any information that an employee may have become aware of by virtue of his/her relationship with a client organization. Employees may not conduct a transaction while aware of such “inside information” if the information is indeed non-public in nature and comes about through dialogue and/or interaction with an official at a publicly-traded organization.1

Standards of Business Conduct

 

A.

Conflicts of Interest

The Firm recognises that, from time to time, a conflict of interest may arise between its own interests and those of a client. The Firm requires that its clients’ interests take precedence and that its employees and Access Persons disregard any other relationship, arrangement, material interest, or conflict of interest which may serve to influence, or appear to influence, the Firm’s discretionary management.

From time to time the Firm may have an interest or relationship to a transaction that either gives, or may give, rise to a conflict of interest. As a fiduciary, the Firm must not knowingly advise or deal in the exercise of discretion in relation to that transaction unless reasonable steps are taken to manage the conflict of interest to avoid impairment of that transaction. Where the Firm faces a material conflict as to a client that the Firm is unable to manage, this fact must be disclosed to the client(s) concerned.

All conflicts and potential conflicts of interest, including interest in a transaction, should be reported by employees to Los Angeles Capital’s Compliance department via the Compliance System upon hire or upon entering into any such relationship, whichever may come first. Each reported conflict will be examined by a member of the Compliance department or the General Counsel to determine whether a conflict exists and determine the appropriate measures to be taken to avoid or manage the conflict. These measures may include the implementation of appropriate information barriers or other procedures to isolate the involved personnel from investment-making decisions regarding the securities of or transactions with the company.

In determining whether a conflict of interest exists, the Firm must specifically take into account whether the Firm or an employee: (i) is likely to make a financial gain or avoid a financial loss at the expense of the client; (ii) has an interest in the outcome of the service provided to the client, or the transaction carried out on behalf of its client, which is distinct from the client’s interest in that outcome; (iii) carries on the same business as the client; or (iv) receives, or will receive, from a person other than the client, an inducement in relation to a service provided to the client in the form of monies, goods, or services, other than the standard commission or fee for that service. The following list includes, but is not limited to, possible conflicts:

 

   

Immediate family member is employed by a:

     

broker-dealer

     

publicly traded company

     

critical service provider (see Compliance for a full list of Critical Service Providers)

     

client

     

regulatory agency

     

investment adviser

   

Employee or family member serves on the board of directors or committee of any of the above.

   

Any material, Beneficial Ownership or interest in any of the above.

   

Executorship, trusteeship, or power of attorney privileges other than with respect to a family member.

 

 

1 Refer to Los Angeles Capital’s Insider Trading Policy for further information.


 

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Record of Conflicts

As its principal mechanism for identifying, managing, monitoring, and mitigating conflicts of interest, the Firm maintains a record of reported conflicts of interests, which itemizes conflicts, mitigating controls, and responsibilities.

Identified material conflicts are disclosed to clients in Los Angeles Capital’s Form ADV Part 2A.

 

B.

Outside Business Interest

The Firm permits employees to maintain Outside Business Interests as long as the Outside Business Interest does not: (i) create an actual or potential conflict of interest for the Firm; (ii) interfere with the employee’s duties to the Firm and its clients; or (iii) jeopardize the business or reputation of the Firm. Outside Business Interests include a wide range of endeavors, including but not limited to: employment with an unaffiliated company, acting as an independent contractor or consultant, owner of an unrelated business, or serving as a director or officer of any Outside Entity.

Employees should not hold any part-time or secondary position with any Outside Entity that may create an actual or potential conflict of interest with the duties the employee performs for the Firm, regardless of whether the employee is compensated or not. A position with an Outside Entity is considered an Outside Business Interest.

Employees may not engage in Outside Business Interests without approval from their supervisor, the CCO, General Counsel, and the CEO. A request to engage in or undertake an Outside Business Interest must be submitted via the Compliance System. See Compliance for more information.

No Firm employee may accept an appointment as an executor, trustee, guardian, conservator, general partner, or other fiduciary, or any appointment as a consultant in connection with fiduciary or active money management matters, without obtaining approval from Los Angeles Capital’s CCO. Securities trading by employees in any fiduciary capacity is subject to the Firm’s Personal Trading Procedures.

Approval of an Outside Business Interest will be subject to the implementation of procedures to safeguard against potential conflicts of interest, such as establishing information barriers, placing securities of the company on the Firm’s restricted list, or recusing yourself if the entity ever considers doing business with the Firm. Approval may be withdrawn at any time if the Firm’s senior management concludes that withdrawal is in the Firm or its clients’ interests. Employees must provide Compliance with prompt notification any time a previously approved Outside Business Interest changes or the employee becomes aware of a conflict of interest relating to the activity. It is possible that the employee may be required to discontinue the previously approved activity.

See Compliance if you are unsure of your reporting obligations.

 

C.

Disciplinary Events

All employees are required to promptly notify Los Angeles Capital’s CCO of any disciplinary history upon hire and in the event of notice of or commencement of any regulatory, legal, or disciplinary action even if such action relates to your prior employment. The CCO is responsible for determining whether the information is material and must be reported to regulators and/or clients.

 

D.

Prohibited Activities

Employees are prohibited from all of the following activities:


 

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Using or sharing knowledge about pending, currently considered, or recent securities transactions of clients to profit personally, directly or indirectly, as a result of such transaction, including purchasing or selling such securities.

   

Disclosing to other persons any information about a client and/or former clients, including financial circumstances, security holdings, identity (unless the client has previously consented to the circumstances of the disclosure), and any advice furnished by the Firm.

   

Borrowing from clients or providers of goods or services with whom the Firm deals, except those who engage in lending in the usual course of business and then only on terms offered to others in similar circumstances, without special treatment. This prohibition does not preclude borrowing from individuals related to you by blood or marriage.

   

Giving advice to clients that may be interpreted as giving legal advice. All questions in this area should be referred to Los Angeles Capital’s General Counsel.

   

Giving clients advice on tax matters, the preparation of tax returns, or investment decisions, with the exception of situations that may be appropriate in the performance of an official fiduciary or advisory responsibility, or as otherwise required in the ordinary course of your duties.

Gifts and Entertainment

A conflict of interest may occur when an employee’s personal interests interfere or potentially interfere with responsibilities to the Firm or its clients. The overriding principle is to eliminate any conflict of interest. Accordingly, employees should not solicit, give, or accept inappropriate gifts, favors, entertainment, special accommodations, or other things of material value that could be viewed as overly generous, aimed at influencing decision-making, or making either party feel beholden to a person or a company or that in any manner would conflict with the best interests of the Firm or its clients.

 

A.

Limits to Gifts and Entertainment Received by Employees

 

   

No employee may receive any gift, service, or other thing valued greater than $100 in aggregate (a “Prohibited Gift”) from any person or entity that does or hopes to do business with the Firm or an affiliate of the Firm within a calendar year. The receipt of cash gifts is prohibited. Los Angeles Capital’s CCO is authorized to make a final determination as to whether the thing of value should be considered a Prohibited Gift within the context of the Code’s principles and may approve or deny requests to be able to accept any gift. An example of something that would not be considered a Prohibited Gift would be receipt of free admission to a conference hosted by one of the Firm’s current vendors or service providers which is also provided to other clients at no charge.

 

   

No employee may accept extravagant or excessive entertainment from a client, prospective client, or any other person or entity that does or hopes to do business with the Firm or an affiliate of the Firm.2 Employees may accept a business entertainment event, such as dinner or a sporting event, of reasonable value, if the person or entity providing the entertainment (i) is present; (ii) the entertainment is not provided as part of a quid pro quo arrangement; and (iii) the entertainment does not create a conflict of interest in relation to any client account.

 

B.

Limits to Gifts and Entertainment Given by Employees

 

   

No employee may give or offer to give any gift, service, or other thing valued greater than $100 in aggregate within a calendar year to existing clients, prospective clients, or any other person or entity that does or hopes to do business with the Firm or an affiliate of the Firm, including brokers and service

 

2 Entertainment provided by a broker/dealer is subject to stricter requirements. Please refer to the section on Broker/Dealer Entertainment for more information.


 

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providers, without the prior consent of Los Angeles Capital’s Compliance department. Cash gifts are prohibited.

 

     

There are more restrictive rules and limitations for gifts and entertainment provided to individuals associated or employed by certain state or local government plans, ERISA plans, unions and union officials, and Foreign Officials. Please see Compliance or Legal regarding specific gift giving limitations prior to giving any gifts to such persons. Please note that for some clients or prospects entertainment and gifts may be required to be reported to a third party and could reflect unfavorably on the Firm or disqualify the Firm from being able to provide management services.

 

     

State and local governments increasingly limit or prohibit gifts and entertainment to the employees, officers, board members, and consultants of their pension and other investing funds. Some prohibit providing anything of value, including any food, whether provided at a Firm facility or event or elsewhere, or transportation to and from airports by cab or private car. Failure to comply with these requirements by the Firm or its employees can lead to disqualification of the Firm from managing assets for the client, loss of management fees, or other penalties. Please see Compliance or Legal regarding specific gift and entertainment limitations for such persons.

 

     

Gifts and contributions to elected political officials and candidates for political office are covered by special rules. See the Pay to Play Policy.

 

   

No employee may provide extravagant or excessive entertainment to a client, prospective client, or any other person or entity that does or hopes to do business with the Firm or an affiliate of the Firm. Employees may provide a business entertainment event, such as dinner or a sporting event, of reasonable value, if the person or entity providing the entertainment is present and it is both necessary and incidental to the performance of the Firm’s business.

 

C.

Broker/Dealer Entertainment

All employees are required to obtain pre-clearance from Compliance prior to accepting any entertainment from a broker/dealer by submitting a Broker Entertainment Request via the Compliance System. EACH Firm attendee/representative must submit a separate request to cover his or her participation only. Pre-clearance approval cannot be granted by the same individual seeking pre-clearance. All Broker Entertainment Requests must be submitted to the Compliance department in advance of the event.

 

D.

Pre-Clearing and Reporting Gifts and Entertainment

Regardless of value or giver, all gifts and entertainment received are required to be logged in the Compliance System. You are advised to seek pre-approval if you are not certain whether the entertainment would be considered excessive, if you are providing a gift or entertainment to a government fund/pension plan, Union or Union Official, or ERISA fiduciary, or if you cannot judge whether a gift has a value over $100. If any unapproved gift is received, the recipient should either reject the gift, give the gift to Compliance who will return the gift to the giver, or if returning the gift would harm relations with the giver, Compliance will donate the gift to charity.

Personal Trading Policy

 

A.

Scope of Personal Trading Policy

The Personal Trading Policy portion of the Code is only applicable to Access Persons. Every director, officer, and employee of the Firm is considered an Access Person, unless otherwise exempted by Los Angeles Capital’s Approving Officers. Consultants, interns, or other temporary employees may be considered an Access Person


 

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depending on certain factors such as length of service, nature of duties, and access to the Firm’s information. Such persons will be notified if they are NOT considered to be an Access Person.

Related Parties of Access Persons

Certain Related Parties to Access Persons are subject to the specific reporting requirements detailed in the Personal Trading Procedures section.

 

B.

Personal Trading Procedures

The Firm has adopted the following Personal Trading Procedures that must be followed by all Access Persons and their Related Parties where applicable. In certain circumstances, and in its discretion, Compliance may prohibit an Access Person from engaging in any personal trading activity and will communicate such prohibition or other limitations to the Access Person at hire or at the time of effect. Restrictions on personal trading do not relieve an Access Person of any reporting requirements set forth by the Code.3

Disclosure of Personal Accounts and Security Holdings

Each Access Person must disclose via the Compliance System all Investment Accounts and directly held Reportable Securities where the Access Person or a Related Party has direct or indirect Beneficial Ownership:

 

   

Within 10 days of being hired;

   

At account opening;

   

At the time such ownership is obtained; and

   

On a quarterly basis thereafter.

Appendix A offers guidance on account disclosure requirements specific to various account types. Appendix C includes the minimum account statement requirements accepted to fulfill regulatory requirements.

Each Access Person & Related Party, where relevant, must consent to Compliance’s receipt of data feeds directly via the Compliance System for all Investment Accounts.

Under the SEC Rules, a person is regarded as having Beneficial Ownership when they can either directly or indirectly benefit economically from the account OR if the securities are held in the name of a Related Party, defined as:

 

   

A husband, wife, or domestic partner

   

A minor child

   

A relative or significant other sharing the same house, and

   

Anyone else if the Access Person:

     

Obtains benefits substantially equivalent to ownership of the securities

     

Can obtain ownership of the securities immediately or within 60 days, or

     

Can vote the securities

Another example of an Access Person having Beneficial Ownership includes trades in any relative’s brokerage account (not just those living in the same household) if the Access Person is authorized to make or direct trades AND can benefit economically from the account, regardless of whether the Access Person actually makes or directs the trades.

Whether you have Beneficial Ownership in the securities of a spouse, domestic partner, minor child, or relative or significant other sharing the same house can be rebutted only under very limited facts and circumstances. If

 

3 Certain Access Persons, such as consultants, interns, or other temporary employees, may be required to meet the Code’s reporting obligations in alternative ways to the Compliance System. Where applicable, the Compliance department will work with each Access Person to determine satisfactory requirements and will be communicated at time of hire or occurrence.


 

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you believe your situation is unique and therefore rebuts the presumption of Beneficial Ownership, you must contact the CCO for written approval.

If you act as a fiduciary with respect to funds and accounts managed outside of the Firm (e.g. if you act as the executor of an estate for which you make investment decisions) and have received approval to engage in such Outside Business Interest, you are deemed to have Beneficial Ownership in the assets of that fund or account. Accordingly, any securities transactions you make on behalf of that fund or account will be subject to the general trading restrictions and reporting applicable to you under the Code.

Permitted Investment Accounts

Access Persons and their Related Parties are only permitted to maintain Investment Accounts with the brokerages identified on LACM’s Designated Brokerage List for Access Persons and Related Parties.4 Employer-sponsored retirement accounts (e.g., 401(k) and 403(b)), 529 Plans, and Compliance-approved Non-Discretionary Accounts are exempt from this requirement.

Unless written permission is granted by Compliance, Access Persons and their Related Parties are required to transition any applicable accounts within 90 calendar days from the time of disclosure to a broker on LACM’s Designated Brokerage List. The transition process must begin within 30 calendar days from the date of account disclosure. Evidence that the transition has commenced may be requested by Compliance at any time on or after the 31st calendar day.

Pre-Clearance Procedures

Transacting in various security types, including limited offerings, must be pre-cleared via the Compliance System. Please see Appendix B for examples of the types of securities transactions that require pre-clearance, or consult Compliance if you are unsure of any pre-clearance obligations. All personal trading pre-clearance request must be approved in the Compliance System prior to execution.

Personal Trade Pre-Clearance Requests are made via the Compliance System and require the approval of a member of the Trading department AND a member of the Compliance department. Compliance retains the discretion to evaluate the circumstances of each transaction in conjunction with its corresponding trade request. Certain circumstances may require an estimated value of the transaction subject to a reasonable variance.

Pre-clearance approval cannot be granted by the same individual seeking pre-clearance. A standard approval is valid only until the end of the trading day on which approval was granted, or such shorter time as may be specified. If the trade is not executed by the end of the current trading day a new pre-clearance request needs to be submitted for approval prior to trading on any subsequent day.

Private Investments

Initial purchases by Access Persons or their Related Parties in securities of privately – owned companies are required to receive pre-clearance approval from a member of the Compliance department via the Compliance System. A standard approval is valid only within thirty calendar days from the day in which approval was granted. If the company notifies you of their intent to go public, you must immediately notify Compliance. All such positions in privately – owned companies and subsequent transactions need to be confirmed quarterly via the Compliance System as part of the Quarterly Reporting process.

LACM Identified Securities List

Transactions directed by Access Persons or Related Parties in securities and Reportable Funds identified on this list require pre-clearance approval prior to execution. This includes transactions directed by

 

4 The LACM Designated Brokerage List for Access Persons and Related Parties is available via the Compliance System. Consultants, interns, or other temporary employees deemed an Access Person by Compliance may be exempt from the Firm’s Designated Brokerage requirement in certain circumstances.


 

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Access Persons or Related Parties in employer sponsored retirement accounts, as well as applicable transactions occurring in the Los Angeles Capital 401(k) Profit Sharing Plan.

Exemptions from Pre-Clearance

   

Transactions pursuant to an Automatic Investment Plan (plan contributions, dividend reinvestment plans, etc.). Note that a voluntary, initial automatic investment transaction in an account other than an employer sponsored retirement account must be pre-cleared in accordance with its security and transaction type, but all subsequent automatic investments are exempt from pre-clearance provided the schedule and security remain the same.

   

Purchases effected upon the exercise of rights issued pro rata to all holders of a class of its securities, to the extent such rights were acquired from such issuers, and sales of such rights so acquired.

   

Non-directed acquisition or sales of securities due to involuntary corporate actions, including stock dividends, splits, mergers, spin-offs, etc.

   

Receipt of gifts of securities.

   

Purchases or sales held in Compliance-approved Non-Discretionary Accounts where the employee has no direct or indirect influence or control. This includes accounts where the employee has signed over-all investment discretion to an adviser, broker, or other trustee.

   

Acquisition of shares of Los Angeles Capital by Access Persons pursuant to periodic share offerings.

   

Subsequent transactions in a Limited Offering where the initial investment received pre-clearance approval.

   

Fractional share positions that are automatically executed subject to broker discretion or account terms.

Prohibited Transactions

The Firm does not allow:

 

   

Purchases of a publicly traded client security (stock, bond, etc.);5

   

Purchase of shares through an Initial Public Offering (IPO);

   

Engaging in frequent trading of a Reportable Fund;6

   

Engaging in day trading as it may be a potential distraction from servicing clients; and

   

Undertaking personal investment transactions with the same individual employee at a broker-dealer firm on the Firm’s approved brokerage roster.7

In the event that a restricted security was held prior to your employment with the Firm or prior to the addition to the Firm’s restricted list, the Firm will not require you to liquidate your position but instead require pre-clearance on future transactions.

Quarterly Personal Brokerage Statements

Access Persons will provide the Compliance department via the Compliance System all Investment Account statements where the Access Person has either direct or indirect Beneficial Ownership AND direct/indirect influence or control, including the investment accounts of all Related Parties. This may include such accounts as traditional brokerage accounts, IRAs, former employer sponsored retirement plans (e.g., 401(k)s or 403(b)s), etc. and must reflect all activity within the account during the quarterly period under review.

 

5 Refer to the Firm’s Restricted Securities List.

6 Frequent trading of a Reportable Fund is defined as selling or repurchasing a position that was taken or sold, respectively, less than thirty days prior to the transaction. Certain funds may have more restrictive frequent trading policies. A list of the Reportable Funds is available via the Compliance System.

7 Non-Discretionary Accounts and Related Parties are not subject to this prohibition. A list of prohibited individuals is available via the Compliance System.


 

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Where possible, data feeds for these accounts and their respective activity will be provided on a daily basis to the Compliance department via the Compliance System. If feeds are not possible, each Access Person will be required to submit, on a quarterly basis via the Compliance System, duplicate copies of all Investment Account statements where the Access Person has either direct or indirect Beneficial Ownership AND direct/indirect influence or control, including the Investment Accounts of all Related Parties. Statements must meet the minimum requirements outlined in Appendix C.

Exempt Reporting Requirements

Access Persons do not need to provide statements or pre-clear transactions in Compliance-approved Non-Discretionary Accounts where the Access Person has no direct or indirect influence or control, including securities held in accounts where the Access Person may have signed over ALL investment discretion to an adviser, broker, or other trustee. However, Access Persons are required to report the existence of these accounts in the Compliance System on a quarterly basis, along with acceptable proof of the account’s non-discretionary status within 10 days of being hired, at the time the account is considered to be non-discretionary, and annually thereafter. If you are uncertain as to whether this exclusion applies to you, please see Compliance for further clarification.

Ownership of shares of Los Angeles Capital allocated pursuant to periodic share offerings and 529 College Savings Plans are exempt from all reporting requirements and do not need to be disclosed in any capacity in the Compliance System.

Los Angeles Capital’s 401(k) Profit Sharing Plan

Most investments available through Los Angeles Capital’s 401(k) Profit Sharing Plan are exempt from reporting, with the exception of the Reportable Funds listed on the LACM Identified Securities List. Transactions in Reportable Funds that are made pursuant to an automatic investment plan, such as a plan contribution, are exempt. However, transactions in Reportable Funds that are directed by the Access Person by either a direct exchange in or out of the Reportable Fund, or through a one-time reallocation of your investment mix, require pre-clearance approval.

Access Persons are not required to provide a quarterly statement for the Los Angeles Capital 401(k) Profit Sharing Plan. Transactions in Reportable Funds will be monitored directly via transaction reports provided by the plan administrator. Transaction reports must meet the minimum requirements outlined in Appendix C.

 

C.

Confidentiality

All reports submitted to Los Angeles Capital’s Compliance department pursuant to the Code will remain confidential, except to the extent necessary to implement and enforce the provisions of the Code or to comply with requests for information from regulatory and law enforcement agencies.

Code of Ethics Certifications

The Compliance department will provide each employee with a current copy of the Code upon hire, request, material change, and a copy will be maintained on the Compliance System for easy, continuous retrieval. Upon hire and quarterly thereafter, each employee will certify in writing that he/she: (i) received, read, and understands the Code and any applicable amendments; (ii) recognizes that he/she is subject to the Code; (iii) has complied with the requirements of the Code; and (iv) if an Access Person, has disclosed all personal securities and transactions required to be reported pursuant to the requirements of the Code.


 

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Certifications are made by all employees and Access Persons via the Compliance System upon hire and within 30 days of each calendar quarter-end.8 As applicable, certifications include all positions in directly held Reportable Securities, confirmation of all Investment Accounts for the Access Person and their Related Parties, certification of all entries made in the Compliance System, including, but not limited to, gifts and entertainment, and conflicts of interest, and responses to any additional requests or certifications deemed necessary by Compliance. The Compliance department will review all submissions for accuracy and completeness, cross checking with other required documentation.

Administration and Enforcement of Code

 

A.

Annual Review

Compliance will review the Code at least annually for its adequacy and effectiveness. Any material amendments to the Code must be approved by Los Angeles Capital’s Board and the Board of any mutual fund that Los Angeles Capital currently serves as a sub-adviser. All material amendments will be promptly communicated to Firm employees.

As a mutual fund adviser or sub-adviser, Los Angeles Capital will provide a written annual report to the Board of each mutual fund that describes any issues arising under the Code since the last report, including information about material violations of the Code and sanctions imposed in response. This report will also include discussion of any waivers that might be considered important by the Fund’s Board and will certify that the Firm has adopted policies and procedures reasonably designed to prevent employees and Access Persons from violating the Code.

 

B.

Recordkeeping

All required documentation will be retained in accordance with Rule 204-2 of the Investment Advisers Act and Rule 17j-1 of the Investment Company Act of 1940. Please see the Firm’s Books and Records policy for further information.

 

C.

Violations of the Code

All employees and Access Persons must report immediately to Compliance if they: (i) suspect that another employee or anyone else working on behalf of the Firm or its affiliates has breached any of the General Principles outlined in this Code; (ii) believe that any of the Firm’s procedures are inconsistent with the Firm’s fiduciary duty or regulations; or (iii) are asked, directly or indirectly, to act in any manner inconsistent with the General Principles of the Code.

Access Persons must make sure that Related Parties covered by the Code are familiar with the requirements of the Code, particularly regarding personal trading requirements. A violation due to the actions of a Related Party constitutes a violation by the Access Person.

Material violations of the Code include violations that impact a client or are egregious, malicious, or repetitive in nature. A violation may include, but is not limited to: failure to receive pre-clearance when obligated; opening a non-permitted Investment Account; trading in restricted securities; fraudulent misrepresentation of personal securities holdings or conflicts of interest; receipt of or gifting an excessive gift or entertainment event to a client, prospective client, or any individual or entity who does business or hopes to do business with the Firm; failing to receive pre-clearance for broker entertainment; repetitive non-material violations for the same offense; non-compliance with applicable laws, rules, and regulations; fraud or illegal acts involving any of the Firm’s business;

 

8 Certain APs, such as consultants, interns, or other temporary employees, may be required to meet the Code’s reporting obligations in alternative ways to the Compliance System. These individuals are currently not loaded into the Compliance System and complete reporting obligations via hardcopy/emailed forms.


 

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material misrepresentation in regulatory filings, internal books and records, client records, or reports; activity that is harmful to a client, including its shareholders; and deviations from required controls and procedures that safeguard clients and the Firm.

Sanctions

Any violations of the Code may result in disciplinary action that Los Angeles Capital’s Board and the CCO deem appropriate, including, but not limited to, a warning, fines, disgorgement, suspension, demotion, loss of responsibility, or termination of employment. In addition to sanctions, violations may result in referral to civil or criminal authorities where appropriate.

Sanctions for Personal Trading Violations

Personal trading violations, including, but not limited to, trading without the required pre-clearance or trading restricted securities, may result in the immediate unwinding of the trade or a fine. If required, the amount of the fine will be determined by members of Los Angeles Capital’s Board and the CCO. It may include the disgorgement of any profits from the trade to a mutually agreed upon charity. The trade(s) may be unwound as soon as possible upon discovery and notification of the violation.

Whistleblower Policy

The Firm is committed to high ethical standards and compliance with the law in all of its operations and will deal with its regulators in an open and cooperative way. The Firm must disclose to regulators anything relating to the Firm of which a regulator would reasonably expect notice. The Firm believes that its employees are in the best position to provide early identification of significant issues that may arise with compliance with these standards and the law. The Firm’s policy is to create an environment in which its employees can report these issues in good faith without the fear of reprisal.

The Firm requires employees to report illegal activity or activities that are not in compliance with the Firm’s formal written policies and procedures, including the Firm’s Code of Ethics, to assist the Firm in detecting and putting an end to fraud or unlawful conduct. All such reports will be treated confidentially to the extent permitted by law and investigated promptly and appropriately.

The Firm expects the Whistleblower Policy to be used responsibly. If an employee believes that a policy is not being followed because it is merely being overlooked, the normal first recourse should be to bring the issue to the attention of the party charged with the operation of the policy. In most cases, an employee should be able to resolve the issue with his or her manager, or, if appropriate, another senior member of the Firm. However, instances may occur when this recourse fails or you have legitimate reason to not notify management. In such cases the Firm has established a system for employees to report illegal activities or non-compliance with the Firm’s formal policies and procedures.

An employee who has good faith belief that a violation of law or failure of compliance may occur or is occurring has a right to come forward and report under this Whistleblower Policy. “Good faith” does not mean that a reported concern must be correct, but it does require that the reporting employee believe that he or she is fully disclosing information that is truthful.

Reports may be oral, by telephone or interview, or in writing by letter, memorandum, instant message, or e-mail. The employee making the report must identify himself or herself. The employee should also clearly identify that the report is being made pursuant to the Whistleblower Policy and in a context commensurate with the fact that the Policy is being invoked. The report should be made to the following parties, in the order shown:

 

   

The Chief Compliance Officer, unless it would not be appropriate or that officer fails to respond; or

   

The General Counsel.


 

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The Chief Compliance Officer and/or General Counsel, as appropriate, will consult about the investigation as required. Depending on the nature of the matters covered by the report, an officer or manager may conduct the investigation or it may be conducted by the Chief Compliance Officer, the General Counsel, or by an external party.

The investigation will be conducted diligently by any appropriate action.

The Firm understands the importance of maintaining confidentiality of the reporting employee to make the Whistleblower right effective. Therefore, the identity of the employee making the report will be kept confidential, except to the extent that disclosure may be required by law, a governmental agency, by self-regulatory organization, or as an essential part of completing the investigation determined by the Chief Compliance Officer or General Counsel. Any disclosure shall be limited to the minimum required. The employee making the report will be advised if confidentiality cannot be maintained.

The Chief Compliance Officer will follow up on the investigation to make sure that it is completed, that any non-compliance issues are addressed. The Chief Compliance Officer will ensure that no acts of retribution or retaliation occur against the person(s) reporting violations or cooperating in an investigation in good faith.

The Chief Compliance Officer or General Counsel will report to the Firm’s Board concerning the findings of any investigation they determine involved a significant non-compliance issue.

If an employee elects not to report suspected unlawful activity or a suspected violation of law to the Firm, the employee may contact the appropriate governmental authority for review and possible investigation. Nothing in any Confidentiality Agreement between an employee or former employee and the Company will be considered violated in making a report of suspected unlawful activity to a governmental authority. This includes reporting waste, fraud, or abuse related to the performance of a Government contract involving the Company to a designated investigative or law enforcement representative of a Federal department or agency authorized to receive such information (e.g., agency Office of the Inspector General).

The California Attorney General’s whistleblower hotline is 800-952-5225, the SEC’s whistleblower hotline is 202-551-4790, and the FCA’s Whistleblowing Advice Line is +44 (0)20 7066 9200 or whistle@fca.org.uk.    

Note that submitting a report that is known to be false is a violation of this Policy. The Firm will not retaliate against an individual who reports a violation as required by law.

Retaliation against an individual who reports a violation is prohibited and constitutes a further violation of the Code.


 

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Appendix A: Account Disclosure Matrix

 

Account Type    Disclosure    Electronic
Feed
  

Assets at Firm-

Approved Brokerage

   Other Requirements

Discretionary Investment Accounts

(Ex. – individual/joint non-retirement, IRAs, HSA, Trusts, etc.)

   Required    Required    Required   

New Investment Accounts are disclosed at account inception via the Compliance System, upon obtaining Beneficial Ownership, or upon a change from Non-Discretionary status.

 

Access Persons and Related Parties must transition applicable accounts within 90 days of disclosure date directly to an eligible brokerage. The transition process must commence within 30 days from the date of account disclosure.

Non-Discretionary Investment Account    Required    Not Required    Not Required   

Non-Discretionary status is subject to Compliance approval and must be evidenced:

 

1)  within 10 days of hire date OR account opening OR at time the account is considered to be non-discretionary; AND

2)  on an annual basis thereafter.

 

An account is considered non-discretionary only AFTER Compliance has provided written approval.

Employer-sponsored retirement

(Ex. – 401(k), 403(b), etc.)

   Required    Not Required    Not Required    Disclosure is required at the time of hire or account inception. Quarterly statement must be uploaded via the Compliance System.
Los Angeles Capital’s 401(k) Profit Sharing Plan    Required    Not Required    N/A    Transactions are monitored for investments in securities and Reportable Funds on the LACM Identified Securities List. Pre-clearance requirements are included on the LACM Identified Securities List.
529 Plans    Not Required    N/A    N/A    N/A

 

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Appendix B: Code of Ethics Pre-Clearance Matrix

If a security type you would like to trade is not listed below, please see Compliance for additional guidance. Transactions made pursuant to an automatic investment plan require pre-clearance at the initial investment in an investment account other than an employer sponsored retirement account (subsequent investments made pursuant to the automatic investment plan do not require pre-clearance).

 

Security Type    Pre-Clearance Approval
Bankers Acceptance    Not Required
Certificate of Deposits (CDs)    Not Required
Commercial Paper    Not Required
Debt     

All debt issued by LACM Restricted Security List

   PROHIBITED

Commercial Paper

   Not Required

Corporate Bonds

   Not Required

High Quality, Short-Term Debt Instruments

   Not Required

Municipal or Government Bond (Non Federal)

   Not Required

Promissory Notes

   Not Required
Digital Currency    Not Required
Digital Coin/Token    Not Required
Direct Obligations of U.S. Government    Not Required
Funds (Open and Closed)     

ETF

   Not Required

ETFs on LACM Identified Securities List

   Required

Closed-end Funds

   Required

Money Market Funds

   Not Required

Mutual Funds

   Not Required

Mutual Funds on LACM Identified Securities List

   Required9

Reportable Funds on LACM Identified Securities List

   Required9

Unit Investment Fund or Trust

   Required
Initial Coin Offering (ICO)    PROHIBITED
IPO Allocation    PROHIBITED
Limited or Direct Offering    Required at time of initial investment; not required for all subsequent investments provided in same limited offering
Options/Futures Contracts     

ETFs or Indices

   Not Required

ETFS on LACM Identified Securities List

   Required

Stocks

   Required

Stocks on LACM Restricted Security List

   PROHIBITED

All other options/futures contracts

   Not Required
Repurchase Agreements    Not Required
Shares issued by Los Angeles Capital    Not Required
Stock     

Common Stock

   Required

Stocks on LACM Restricted Security List

   PROHIBITED

Preferred Stocks

   Required

 

9 Transactions in securities or Reportable Funds on the LACM Identified Securities List that occur as a part of an automatic investment plan in an employer sponsored retirement account do not require pre-clearance. Direct exchanges in or out of these securities, or one-time reallocations involving these securities, require pre-clearance.


 

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Appendix C: Account Statement Requirements

 

Disclosure/Statement
Type
   Requirements    Method of Verification
Initial Account and Holdings Disclosures   

Account statements or information provided to satisfy the initial account and holdings disclosure requirement must be current as of a date no more than 45 days prior to the date the employee became an Access Person (“Hire Date”).

 

Statements must include at a minimum, the following position level detail:

   Security Name

   Type of security

   Exchange Ticker or CUSIP/SEDOL (if applicable)

   Number of Shares

   Principal Amount

  

Required certifications and disclosures are obtained via the Compliance System on the Initial Combined Report or via hard copy on the Personal Securities & Account Disclosure Report.

 

Statements as of a date no more than 45 days prior to the Hire Date are to be supplemented with a brokerage transaction report from the as-of date of the statement to the Hire Date to reasonably determine ownership and holdings as-of the Hire Date.

Quarterly Personal Brokerage Statements   

Account statements or information provided must be current as of a date no more than 45 days prior to the date the report was submitted.

 

Statements must include at a minimum, the following:

   Position level detail

   Security Name

   Type of security

   Exchange Ticker or CUSIP/SEDOL (if applicable)

   Number of Shares

   Principal Amount

   Transaction level detail:

   Transaction Date

   Nature of Transaction (e.g. buy, sell)

   Security Name

   Exchange Ticker or CUSIP/SEDOL (if applicable)

   Interest Rate/Maturity Date (if applicable)

   Number of Shares

   Price the transaction was effected

   Principal Amount

   Name of broker, dealer, or bank

  

Required certifications and disclosures are obtained via the Compliance System on the Quarterly Combined Report or via hard copy on the Quarterly Report.

 

For Discretionary Investment Accounts, transaction level detail is collected on a T+1 basis via direct broker feeds and reconciled daily for position level detail. Until transaction data feeds are established for this account type, transaction and position level detail is obtained via brokerage account statements.

 

For Employer-Sponsored Retirement Accounts, position level detail is obtained via a brokerage account statement that includes transaction level detail for the quarterly period under review.

 

For Los Angeles Capital’s 401(k) Profit Sharing Plan, transaction level detail is provided via a transaction feed from the Plan Administrator and used to reconcile position level detail.


 

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COLUMBIA FUNDS SERIES TRUST

COLUMBIA FUNDS SERIES TRUST I

COLUMBIA FUNDS SERIES TRUST II

COLUMBIA FUNDS VARIABLE INSURANCE TRUST

COLUMBIA FUNDS VARIABLE SERIES TRUST II

COLUMBIA ETF TRUST

COLUMBIA ETF TRUST I

COLUMBIA ETF TRUST II

COLUMBIA SELIGMAN PREMIUM TECHNOLOGY GROWTH FUND, INC.

TRI-CONTINENTAL CORPORATION

(each a “Registrant”)

POWER OF ATTORNEY

The undersigned does hereby constitute and appoint Michael G. Clarke, Joseph D’Alessandro, Michael E. DeFao, Megan E. Garcy, Ryan C. Larrenaga and Christopher O. Petersen, 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, including without limitation in the undersigned’s capacity as President and Principal Executive Officer of each Registrant, in the furtherance of the business and affairs of each Registrant: (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 Securities Act of 1933, the Investment Company Act of 1940, the Securities Exchange Act of 1934 (together the “Acts”) and any other applicable federal securities laws, or rules, regulations or requirements of the U.S. Securities and Exchange Commission (“SEC”) in respect thereof, in connection with the filing and effectiveness of each Registrant’s Registration Statement regarding the registration of each Registrant or its shares of beneficial interest, and any and all amendments thereto, including without limitation any reports, forms or other filings required by the Acts or any other applicable federal securities laws, or rules, regulations or requirements of the SEC; and (ii) to execute any and all federal, state or foreign regulatory or other required 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, each Registrant. 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.

This Power of Attorney shall not be revoked by any subsequent power of attorney I may execute unless such subsequent power of attorney specifically refers to this Power of Attorney or specifically states that the instrument is intended to revoke all prior general powers of attorney or all prior powers of attorney (and unless otherwise required by a provision of law that cannot be waived). This Power of Attorney shall terminate automatically with respect to a Registrant if the undersigned ceases to hold the above-referenced office of the Registrant.

Dated:    June 16, 2021

/s/ Daniel J. Beckman

Daniel J. Beckman



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